AMENDMENT NO. 1
TO
PURCHASE AND SALE AGREEMENT
THIS AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT (this "Amendment") is
executed as of this 25th day of May, 2007, by X.X. XXXXXX COMPANY, a
Pennsylvania corporation (the "Seller") and R.L.R. INVESTMENTS, L.L.C., an Ohio
limited liability company (the "Buyer"), with reference to the following facts:
RECITALS
A. Seller and Buyer entered into that certain Purchase and Sale Agreement
dated March 29, 2007 (the "Agreement"), whereby Buyer agreed to buy and Seller
agreed to sell certain Property as defined therein.
B. Seller and Buyer desire to amend the Agreement and extend the Review
Period (as defined in the Agreement) for an additional thirty (30) days.
C. Buyer and Seller desire to amend that certain Release and Settlement
Agreement, dated July 5, 1984 between Seller and certain residential homeowners,
which agreement is filed under Xxxxxx County Clerk's File No. J592773 and as
Document ###-##-#### among the land records of Xxxxxx County, Texas, which is
defined as the Southern Boundary Settlement Agreement on Exhibit B, Item 6 of
the Agreement.
D. All capitalized terms used herein, but not defined herein, shall have
the same meanings as set forth in the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties agree as follows:
1. Notwithstanding any terms to the contrary contained in the Agreement,
the Review Period under Paragraph 4(a) shall be extended from May 28, 2007 to
June 27, 2007.
2. Seller hereby agrees to allow Buyer to negotiate and attempt to modify
the Southern Boundary Settlement Agreement with the residential homeowners to
allow the loading and unloading of trucks on the parcel south of the railroad
spur. Seller also agrees to cooperate and assist Buyer in modifying the terms of
conditions of the Southern Boundary Settlement Agreement, including the
execution of a modified agreement upon such terms as Seller shall approve in
writing, provided that Seller shall not be required to incur any cost in doing
so.
3. In all other respects, the Agreement shall remain unmodified and in full
force and effect.
4. This Amendment may be executed in any number of counterparts, each of
which counterpart shall be for all purposes deemed to be an original, but all of
which counterparts shall together constitute but one and the same Agreement. A
facsimile signature shall be as valid as an original signature.
[Signature page follows.]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
and year first above written.
SELLER:
X.X. XXXXXX COMPANY
By: /s/ Xxxxx X. Xxxxx
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Printed Name: Xxxxx X. Xxxxx
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Title: Senior Vice President, CFO & Treasurer
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BUYER:
R.L.R. INVESTMENTS, L.L.C.
By:/s/ Xxxxxx X. XxXxxx
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Xxxxxx X. XxXxxx, Vice President & General Counsel
