AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
EXHIBIT 10.26.1
AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
THIS
AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is made this 11TH
day of November 2005, by and between RUBY SACRAMENTO CAL EXPO LIMITED PARTNERSHIP, RUBY WILMINGTON
NEWARK LIMITED PARTNERSHIP, XXXX XXXXXXX INTERNATIONAL LIMITED PARTNERSHIP, XXXX XXX ARBOR LIMITED
PARTNERSHIP, RUBY FISHKILL LIMITED PARTNERSHIP, RUBY FT. WORTH RIVER PLAZA LIMITED PARTNERSHIP,
RUBY PROVIDENCE WARWICK LIMITED PARTNERSHIP, and XXXX XXXXX HOTEL LIMITED PARTNERSHIP
(collectively, the “Seller”) and SCHUYLKILL, LLC (the “Buyer”).
RECITALS:
WHEREAS, Seller and Buyer are parties to that certain Agreement of Purchase and Sale dated
October 12, 2005 (the “Agreement of Sale”), whereby Seller agreed to sell to Buyer and Buyer agreed
to buy from Seller that certain “Property” as defined in the Agreement of Sale; and
WHEREAS, the Seller and Buyer desire to amend the Agreement of Sale on the terms and
conditions hereinafter provided.
NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and
other good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the Seller and the Buyer, intending to be legally bound, hereby agree as follows:
1. Study Period. Paragraph 42 of the “Definitions” section of the Agreement of Sale
is hereby deleted and replaced with the following: “Study Period: The period commencing
on the Effective Date and continuing through 5:00 p.m. Eastern Standard Time on November 18, 2005.”
2. Miscellaneous.
(a) For purposes of this Amendment, unless otherwise defined herein, all terms used herein
shall have the respective meanings assigned to such terms in the Agreement of Sale.
(b) In the event of any inconsistencies between the terms and conditions of this Amendment and
the terms and conditions of the Agreement of Sale, the terms and conditions of this Amendment shall
control.
(c) Except as modified pursuant hereto, no other changes or modifications to the Agreement are
intended or implied and in all other respects the Agreement of Sale is hereby specifically ratified
and confirmed by all parties hereto effective as of the date hereof. The Agreement of Sale and
this Amendment shall be read and construed as one Agreement of Sale.
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(d) This Amendment shall be binding upon and inure to the benefit of each of the parties
hereto and their respective successors and assigns.
(e) The Agreement of Sale as modified by this Amendment may be further modified only by an
agreement in writing signed between the parties hereto. The Agreement of Sale and this Amendment
and any exhibits attached thereto contain the entire Agreement of Sale between the Seller and Buyer
and there are no other terms, obligations, covenants, representations, statements or conditions or
otherwise of any kind or nature whatsoever between the parties.
(f) This Amendment may be executed in two or more counterparts each of which shall deemed to
be an original, but all of which taken together shall constitute one and the same instrument. When
counterparts have been executed by all parties, they shall have the same effect as if the
signatures to each counterpart or copy were upon the same document and copies of such documents
shall be deemed valid as originals. The parties agree that all such signatures may be transferred
to a single document upon the request of any party.
(g) This Amendment may be signed by facsimile copy. The Seller and Buyer agree to exchange
manually signed copies promptly following the execution and exchange of the facsimile copies.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have executed
this Amendment as of the date first above written.
BUYER: SCHUYLKILL, LLC, a Delaware limited liability company |
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By: | /S/ XXXXX XXXXXXXXX | |||
Xxxxx Xxxxxxxxx | ||||
Authorized Member | ||||
[ADDITIONAL SIGNATURES ON FOLLOWING PAGES]
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SELLER SIGNATURE PAGE TO AMENDMENT AGREEMENT OF PURCHASE AND
SALE BETWEEN UNDERSIGNED SELLERS AND SCHUYLKILL, LLC DATED
NOVEMBER 11, 2005
SALE BETWEEN UNDERSIGNED SELLERS AND SCHUYLKILL, LLC DATED
NOVEMBER 11, 2005
SELLER: RUBY SACRAMENTO CAL EXPO LIMITED PARTNERSHIP |
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By: | Ruby Senior General Partner II LLC, its general partner |
By: | /S/ XXXXX X. XXXXXX | |||
Name: | XXXXX X. XXXXXX | |||
Its: CHIEF LEGAL OFFICER | ||||
RUBY WILMINGTON NEWARK LIMITED PARTNERSHIP |
||||
By: | Ruby Senior General Partner II LLC, its general partner |
By: | /S/ XXXXX X. XXXXXX | |||
Name: | XXXXX X. XXXXXX | |||
Its: CHIEF LEGAL OFFICER | ||||
XXXX XXXXXXX INTERNATIONAL LIMITED PARTNERSHIP |
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By: | Ruby Senior General Partner I LLC, its general partner |
By: | /S/ XXXXX X. XXXXXX | |||
Name: | XXXXX X. XXXXXX | |||
Its: CHIEF LEGAL OFFICER | ||||
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SELLER SIGNATURE PAGE TO AMENDMENT AGREEMENT OF PURCHASE AND
SALE BETWEEN UNDERSIGNED SELLERS AND SCHUYLKILL, LLC DATED
NOVEMBER 11, 2005
SALE BETWEEN UNDERSIGNED SELLERS AND SCHUYLKILL, LLC DATED
NOVEMBER 11, 2005
XXXX XXX ARBOR LIMITED PARTNERSHIP |
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By: | Ruby Senior General Partner II LLC, its general partner |
By: | /S/ XXXXX X. XXXXXX | |||
Name: | XXXXX X. XXXXXX | |||
Its: CHIEF LEGAL OFFICER | ||||
RUBY FISHKILL LIMITED PARTNERSHIP |
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By: | Ruby Senior General Partner I LLC, its general partner |
By: | /S/ XXXXX X. XXXXXX | |||
Name: | XXXXX X. XXXXXX | |||
Its: CHIEF LEGAL OFFICER | ||||
RUBY FT. WORTH RIVER PLAZA LIMITED PARTNERSHIP |
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By: | Ruby Senior General Partner I LLC, its general partner |
By: | /S/ XXXXX X. XXXXXX | |||
Name: | XXXXX X. XXXXXX | |||
Its: CHIEF LEGAL OFFICER | ||||
RUBY PROVIDENCE WARWICK LIMITED PARTNERSHIP |
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By: | Ruby Senior General Partner II LLC, its general partner |
By: | /S/ XXXXX X. XXXXXX | |||
Name: | XXXXX X. XXXXXX | |||
Its: CHIEF LEGAL OFFICER | ||||
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SELLER SIGNATURE PAGE TO AMENDMENT AGREEMENT OF PURCHASE AND
SALE BETWEEN UNDERSIGNED SELLERS AND SCHUYLKILL, LLC DATED
NOVEMBER 11, 2005
SALE BETWEEN UNDERSIGNED SELLERS AND SCHUYLKILL, LLC DATED
NOVEMBER 11, 2005
XXXX XXXXX HOTEL LIMITED PARTNERSHIP |
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By: | Ruby Senior General Partner I LLC, its general partner |
By: | /S/ XXXXX X. XXXXXX | |||
Name: | XXXXX X. XXXXXX | |||
Its: CHIEF LEGAL OFFICER | ||||
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