FIFTH AMENDMENT TO AGREEMENT OF SALE AND PURCHASE
Exhibit 10.69
FIFTH AMENDMENT TO
AGREEMENT OF SALE AND
PURCHASE
THIS FIFTH AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (this “Fifth Amendment”) is entered into as of the 25th day of October, 2004, by and between XXXX-XXXX TEXAS PROPERTY L.P., a Texas limited partnership (“Seller”), and CENTENNIAL ACQUISITION COMPANY, a Texas corporation, and WARAMAUG ACQUISITION CORP., a Texas corporation (collectively, “Purchaser”).
A. Seller and Purchaser entered into that certain Agreement of Sale and Purchase dated as of August 10, 2004, as amended by that certain Amendment to Agreement of Sale and Purchase between Seller and Purchaser dated as of October 12, 2004, as further amended by that certain Second Amendment to Agreement of Sale and Purchase between Seller and Purchaser dated as of October 18, 2004, as further amended by that certain Third Amendment to Agreement of Sale and Purchase between Seller and Purchaser dated as of October 20, 2004, and as further amended by that certain Fourth Amendment to Agreement of Sale and Purchase between Seller and Purchaser dated as of October 21, 2004 (as amended to date, the “Purchase Agreement”). All capitalized terms used but not defined herein shall have the meaning given such terms in the Purchase Agreement.
B. Seller and Purchaser now desire to amend the Purchase Agreement as set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser agree as follows:
1. Evaluation Period. The expiration of the Evaluation Period is hereby extended to 5:00 p.m. Eastern Time on October 27, 2004.
2. Reaffirmation. Except as modified by this Fifth Amendment, the Purchase Agreement is hereby ratified and confirmed and in full force and effect. In the event of a conflict between the terms of this Fifth Amendment and the Purchase Agreement, the terms of this Fifth Amendment shall control.
3. Counterparts. This Fifth Amendment may be executed in any number of counterparts, all of which taken together will constitute one and the same Fifth Amendment, and the signature page of any counterpart may be removed therefrom and attached to any other counterpart. This Fifth Amendment shall be legally binding upon receipt by each party of the facsimile or the original signature of Seller and of Purchaser.
[SIGNATURES FOLLOW ON NEXT SUCCEEDING PAGE]
IN WITNESS WHEREOF the parties have executed this Fifth Amendment as of the day and year first above written.
| PURCHASER: CENTENNIAL ACQUISITION COMPANY By: /s/ Xxxxxx X. Xxxxx —————————————— Name: Xxxxxx X. Xxxxx Title: President |
| WARAMAUG ACQUISITION CORP. By: /s/ Xxxxx Xxxxxx —————————————— Name: Xxxxx Xxxxxx Title: Vice President |
| SELLER: XXXX-XXXX TEXAS PROPERTY L.P. By: Xxxx-Xxxx Sub XVII, Inc., its general partner By: /s/ Xxxxx X. Xxxxxx ——————————— Name: Xxxxx X. Xxxxxx Title: Executive Vice President and General Counsel |
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