FOURTH AMENDMENT TO PURCHASE CONTRACT
Exhibit 10.80
FOURTH AMENDMENT TO PURCHASE CONTRACT
THIS FOURTH AMENDMENT TO PURCHASE CONTRACT (the “Amendment”) is entered into effective as of June ___, 2005, by and between NBS LOUDOUN GATEWAY IV, L.L.C., a Delaware limited liability company (“Seller”), and XXXX CAPITAL CORPORATION, a District of Columbia corporation (“Buyer”).
A. Seller and Buyer entered into that certain Purchase Contract dated as of February 14, 2005 relating to certain property located at 00000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxx Xxxxxxxx (as amended, the “Agreement”).
B. The parties to this Amendment desire to amend the Agreement to confirm the expiration of the Extended Inspection Period and to set the Closing Date, upon the terms and conditions set forth below.
1. Incorporation of Recitals. The foregoing recitals are fully incorporated herein by this reference as if fully set forth at this point.
2. Expiration of Extended Inspection Period. In light of AOL’s execution and delivery of the Tenant Estoppel Certificate dated June 6, 2005 (the “Estoppel”), a copy of which is attached hereto as Exhibit A, Buyer acknowledges that the matters set forth in the AOL Letter are resolved to Buyer’s satisfaction, and the parties agree that the Extended Inspection Period shall be deemed to have expired upon the full execution and delivery of this Amendment. The Additional Xxxxxxx Money is due within three (3) business days after the expiration of the Extended Inspection Period.
3. Closing Date. The parties acknowledge and agree that Closing shall occur on Wednesday, July 13, 2005. Notwithstanding the foregoing, Buyer has the right to extend the Closing to Monday, July 25, 2005 by providing Seller with written notice of the exercise of such extension right and by posting with the Escrowee an additional $500,000.00 deposit (the “Extension Xxxxxxx Money”) before 5:00 p.m. on Tuesday, July 12, 2005. The definition of the term “Xxxxxxx Money” under the Contract is hereby revised to collectively mean the Initial Xxxxxxx Money, the Additional Xxxxxxx Money and the Extension Xxxxxxx Money. Upon the full execution and delivery of this Amendment, the Xxxxxxx Money shall be non-refundable to Buyer except in the event of: (a) a breach of any representation or warranty of Seller hereunder, (b) a default by Seller hereunder, or (c) a failure of a condition to Buyer’s obligations hereunder.
4. Waiver of SNDA and Additional Estoppel. Buyer hereby waives the right to receive the SNDA or any other estoppel from the Tenant in addition to the Estoppel as conditions to Closing. Notwithstanding the foregoing, in the event that Buyer exercises its right to extend the Closing pursuant to Section 3 of this Amendment, Seller shall, upon Buyer’s written request, make commercially reasonable efforts to obtain the Tenant’s execution to an updated estoppel certificate. Such updated estoppel certificate shall be in the same form as the Estoppel except that it shall reflect the payment of July rent by the Tenant and shall be dated after July 12, 2005. Obtaining the updated estoppel certificate for Buyer shall not be a condition to Closing.
5. Full Force and Effect; Definitions; Counterparts. Except as amended hereby, the Agreement remains in full force and effect, any previous termination of the Agreement being hereby revoked. All capitalized terms used herein which are not defined herein shall have the same meanings ascribed to them in the Agreement. This Amendment may be signed in identical counterparts and by the exchange of faxed signatures.
SELLER: | ||||
NBS LOUDOUN GATEWAY IV, L.L.C., | ||||
a Delaware limited liability company | ||||
By: | 18 Chai Corp., an IL corp., its manager | |||
By: | ||||
Vice President | ||||
BUYER: | ||||
XXXX CAPITAL CORPORATION, a District of Columbia corporation | ||||
By: | /s/ Xxxxxxx X. Xxxxx | |||
Xxxxxxx X. Xxxxx | ||||
Principal |
2
EXHIBIT A
Executed Tenant Estoppel Certificate
(to be attached)
A-1