AMENDMENT TO AGREEMENT OF SALE
This Amendment to Agreement of Sale made this 3rd day of February, 1999 by
and between Willco Associates-1, L.L.C., a New Jersey limited liability company,
as "Seller" and ▇▇▇▇▇▇▇▇▇▇ Graphics International, Inc., a New Jersey
corporation, as "Buyer".
Witnesseth:
WHEREAS, on or about October 28, 1998, the parties hereto entered into an
Agreement of Sale for the sale and purchase of the land and improvements located
at ▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (the "Agreement") and currently
described on the tax map of the City of Jersey City, County of ▇▇▇▇▇▇ as Block
2154.3, ▇▇▇ ▇▇ ("▇▇▇▇▇▇-▇ ▇▇▇▇▇▇▇▇"); and
WHEREAS, on or about December 24, 1998, the Agreement was terminated by the
Buyer; and
WHEREAS, notwithstanding the prior termination of the Agreement, the
parties after negotiation have elected to revive the Agreement and proceed with
the sale and purchase of the Willco-1 Property, subject only to the
modifications contained herein.
NOW, THEREFORE, in consideration of the mutual promises, conditions and
covenants contained herein, together with other good and valuable consideration,
the parties hereto agree as follows:
1. Modification of Purchase Price. Paragraph 2 of the Agreement is hereby
amended to provide that the Purchase Price is reduced from Six Million Thirty
Five Thousand ($6,035,000.00) Dollars to Five Million Five Hundred Twenty Five
Thousand ($5,525,000.00) Dollars.
2. Waiver of Conditions Precedent. The Buyer agrees that the conditions
precedent contained in paragraphs 7(a) and 7(b) of the Agreement, subject only
to the terms and conditions of paragraph 3 below, are deemed satisfied in full.
3. Environmental Remediation Agreement. The Seller has agreed to obtain a
No Further Action Letter ("NFA") from the New Jersey Department of Environmental
Protection ("NJDEP") and in pursuit of the NFA, perform, if and as may be
required by NJDEP, remedial measures at the Premises. In connection therewith
and in order to more particularly set forth the parties rights, obligations and
responsibilities to one another, the parties hereto agree to execute the
Environmental Remediation Agreement ("ERA") attached hereto and made a part
hereof and to be bound by the terms of the ERA.
4. Escrow Deposits. The parties hereto agree that, subject only to the
provisions of paragraph 2.7 of the ERA, at the Closing, and transfer of title,
the Escrow Deposit, as such term is defined in the Agreement, together with
one-half (1/2) of the interest thereon, shall be delivered to the Seller.
5. Affirmation. Except as specifically modified herein, the parties hereto
affirm and reaffirm all other terms, conditions and provisions of the Agreement.
6. Willco-2 Property. On or about October 28, 1998, the Buyer entered into
an Agreement of Sale with Willco-2 Associates, L.L.C. for the sale and purchase
of the land located at 1 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Drive, Jersey City, New Jersey and
currently described on the tax map of the City of Jersey City, County of ▇▇▇▇▇▇
as Block 2154.3, ▇▇▇ ▇▇ ("▇▇▇▇▇▇-▇ ▇▇▇▇▇▇▇▇"). The Willco-2 Property is
contiguous to the Willco-1 Property. In accordance with the terms of paragraph
28 of the Agreement, the sale of the Willco-1 Property was contingent upon the
sale of the Willco-2 Property. The parties hereto have agreed that, provided
that a certain Modification to Agreement of Sale ("Modification Agreement"),
dated of even date herewith, is entered into by and between Willco-2 Associates,
L.L.C., as Seller and the Buyer that the sale of the Willco-1 Property may be
consummated without the simultaneous sale and purchase of the Willco-2 Property.
As such, the parties hereto agree that paragraph 28 of the Agreement is hereby
amended to provide that the sale of the Willco-1 Property is contingent upon the
Buyer and Willco-2 Associates, L.L.C. entering into the Modification Agreement
for the purchase of the Willco-2 Property.
7. Headings. The paragraph headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Amendment to Agreement of Sale.
8. Successors and Assigns. This Amendment to Agreement of Sale shall be
binding upon the parties hereto and their respective successors and assigns.
9. Closing Date. The parties hereto agree that paragraph 9 of the Agreement
is hereby amended to provide for the closing and transfer of title to the
Willco-1 Property shall take place on February 3, 1999 at 10:30 a.m. at the
offices of ▇▇▇▇▇, Behot & Fiorenzo, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ or at such other place as may be designated by Buyer's Lender. Time
is hereby made of the Essence.
10. New Jersey Law Governs. This Agreement shall be construed in accordance
with and governed by the laws of the State of New Jersey.
IN WITNESS WHEREOF, the Buyer and the Seller have caused this Agreement to
be executed and delivered by their respective duly authorized corporate officer,
all as of the day and year first above written.
SELLER:
ATTEST: _____________________ WILLCO ASSOCIATES-1, L.L.C.,
a New Jersey limited liability company
By: _______________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Member
BUYER:
ATTEST: _____________________ ▇▇▇▇▇▇▇▇▇▇ GRAPHICS INTERNATIONAL, INC.,
a New Jersey Corporation
By: _______________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, President,
Chief Executive Officer
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