AMENDMENT NO. 2 TO PURCHASE AND SALE AGREEMENT
Exhibit 6
AMENDMENT NO. 2 TO PURCHASE AND SALE AGREEMENT
Amendment No. 2 dated as of November 18, 2011 (this “Amendment”), to that certain Purchase
and Sale Agreement (“PSA”), dated as of March 5, 2010 between RELATED SPECIAL ASSETS LLC, a
Delaware limited liability company (“Seller”) and C-III CAPITAL PARTNERS LLC, a Delaware limited
liability company (the “Purchaser”), as amended by Amendment No. 1 to the PSA, dated as of
November 4, 2011 by and between Seller and Purchaser (collectively as amended, the “Amended
PSA”) Each of the Seller and the Purchaser may also be referred to as a “Party” or
collectively as the “Parties.”
RECITALS
WHEREAS, pursuant to this Amendment, the Parties wish to amend Section 5.5(a) of the Amended
PSA to provide that the Option Period (as defined therein) during which Seller may exercise its
option to purchase 33,654,639 shares of Centerline Holding Company from Purchaser would be extended
from March 5, 2012 (e.g. the second anniversary of the Centerline Closing) until March 5, 2013
(e.g. the third anniversary of the Centerline Closing).
NOW, THEREFORE, in consideration of the respective agreements set forth herein, and other good
and valid consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the
Parties hereto hereby agree as follows:
| 1. | Definitions. Capitalized terms not otherwise defined in this Amendment
shall have the meanings ascribed to such terms in the Amended PSA. |
| 2. | Section 5.5(a) of the Amended PSA is hereby deleted in its entirety and the
following provision shall be substituted in lieu thereof: |
“(a) The Purchaser hereby grants the Seller an option (the “Option”) to
purchase 33,654,639 CHC Common Shares including any shares or other securities into
which the CHC Common Shares are reclassified, converted or exchanged, and adjusted to
reflect any split or reverse split of any such shares or other securities. The exercise
price for any CHC Common Shares shall be equal to the fair market value of such shares
on the date the Option is exercised (the “Exercise Price”), and shall be payable
in cash by wire transfer of immediately available funds to an account designated by the
Purchaser. The Seller may exercise the Option during the period commencing on the 31st
day following the consummation of the transactions contemplated by Section 2.1 of the
Centerline Purchase Agreement (the “Centerline Closing”) and ending on the third
anniversary of the Centerline Closing, unless earlier terminated as provided below (the
“Option Period”). The Option may be exercised on no more than two occasions
during the Option Period and, on each occasion, the Seller may elect to purchase all or
a portion of the Shares and or the CHC Common Shares that are the subject of the Option;
provided, however, that the Option Period shall terminate immediately upon the closing
of the purchase and sale of any Option Shares following the Seller’s second exercise, if
any, of the Option.” |
| 3. | Effective. This Amendment shall become effective as of the date first
written above (the “Amendment Effective Date”) upon the execution and delivery
of this Amendment by a duly authorized representative of the Purchaser and the Seller. |
| 4. | Limited Effect. Except as expressly modified by this Amendment, the
Amended PSA shall continue to be, and shall remain, in full force and effect in
accordance with its terms. The execution of this Amendment by the Purchaser shall not
operate as a waiver of any of its rights, powers or privileges under the Amended PSA
except as expressly set forth herein. |
| 5. | Counterparts. This Amendment may be executed by each of the parties
hereto on any number of separate counterparts, each of which shall be an original and
all of which taken together shall constitute one and the same instrument. Delivery of
an executed counterpart of a signature page to this Amendment in Portable Document
Format (PDF) or by facsimile transmission shall be effective as delivery of a manually
executed original counterpart thereof. |
| 6. | GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. |
[SIGNATURE PAGES TO FOLLOW]
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IN WITNESS THEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered as of the date first written above.
| C-III CAPITAL PARTNERS LLC |
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| By: | Island C-III Manager LLC, its Manager | |||
| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | President | |||
| RELATED SPECIAL ASSETS LLC |
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| By: | /s/ Xxxx Xxxx | |||
| Name: | Xxxx Xxxx | |||
| Title: | President Related Co. |
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