SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
Exhibit 10.33
SECOND AMENDMENT TO
This SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is executed this
14th day of December, 2005, between MOR MONTPELIER LLC, FORBES BOULEVARD LLC, and DERRY
COURT LLC (collectively, “Seller”) and ASSET CAPITAL PARTNERS, L.P. (“Purchaser”; and, collectively
with Seller, the “Parties”).
WHEREAS, Seller and Purchaser entered into that certain Agreement of Purchase and Sale dated
November 7, 2005 (the “Original Agreement”), pursuant to which Seller agreed to Sell, and Purchaser
agreed to Purchase, the real property described therein, subject to the terms thereof.
WHEREAS, pursuant to Section 2.2 of the Original Agreement, the Due Diligence Period (as
defined in the Original Agreement) was to expire at 5:00 p.m. eastern standard time on December 12,
2005.
WHEREAS, pursuant to that certain First Amendment to Agreement of Purchase and Sale dated
December 12, 2005 (the “First Amendment”; and, collectively with the Original Agreement, the
“Agreement”), the Parties agreed to extend the Due Diligence Period until the date hereof at 5:00
p.m. eastern standard time.
WHEREAS, the Parties have now mutually agreed to further extend said Due Diligence Period as
described herein. All terms not otherwise defined herein shall have the meanings set forth in the
Agreement.
NOW, THEREFORE, the Parties hereby agree as follows:
Extension of Due Diligence Period.
1. Anything contained in the Agreement notwithstanding, the Due Diligence Period under Section
2.2 of the Agreement shall hereby be extended for an additional period of forty-eight (48) hours,
and thus shall be deemed to expire on Friday, December 16, 2005 at 5:00 p.m. eastern standard time.
2. Except as expressly amended by this Amendment, the Agreement is hereby ratified and
affirmed in all respects. This Amendment may be executed by the parties hereby in counterpart.
3. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto
and their personal representatives, successors, and assigns.
4. This Amendment shall be interpreted and construed in accordance with the laws of the State
of Maryland.
IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first written
above.
WITNESSES:
|
SELLER: | |||
| MOR MONTPELIER LLC | ||||
| By: /s/ Xxxx Knobloch___(SEAL) | ||||
| Xxxx X. Xxxxxxxx, President | ||||
| FORBES BOULEVARD LLC | ||||
| By: /s/ Xxxx Knobloch___(SEAL) | ||||
| Xxxx X. Xxxxxxxx, President | ||||
| DERRY COURT LLC | ||||
| By: /s/ Xxxx Knobloch___(SEAL) | ||||
| Xxxx X. Xxxxxxxx, President | ||||
| PURCHASER: | ||||
| ASSET CAPITAL PARTNERS, L.P. | ||||
| By: ACC GP, LLC, its general partner | ||||
| By: Asset Capital Corporation, Inc., its Sole member |
||||
| By: /s/ Xxxxx Fernau___(SEAL) | ||||
| Xxxxx Xxxxxx, Chief Investment Officer |
