EXHIBIT 99.4
FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT
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This First Amendment to Purchase and Sale Agreement (this "Amendment")
is made and entered into this 21st day of November, 2005, by and between
XXXXXXXXXX LABORATORIES, INC., a Texas corporation ("Seller") and RAINIER
CAPITAL MANAGEMENT, L.P., a Texas limited partnership ("Purchaser").
WHEREAS, Seller and Purchaser have entered into that certain Purchase
and Sale Agreement dated October 20, 2005 (the "Contract"), regarding that
certain property located at 0000 Xxxxxx Xxxx Xxxx, in the City of Irving,
State of Texas, as more particularly described in the Contract (the
"Property"); and
WHEREAS, Seller and Purchaser desire to amend the Contract as further
provided herein.
NOW THEREFORE, for and in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and confessed, Seller and
Purchaser hereby agree as follows:
1. Section 1.1.3 of the Contract shall be amended by reducing the
Purchase Price to Four Million Eight Hundred Thousand and No/100 Dollars
($4,800,000.00).
2. Section 1.1.14 of the Contract shall be amended such that the
Inspection Period shall be extended so as to expire on December 1, 2005.
3. Subparagraph g of Section 12.1 of the Contract shall be amended as
follows:
a. The $5,800,000.00 figure contained in the seventh line
therein shall be reduced to Five Million Seven Hundred Thousand and
No/100 ($5,700,000.00); and
b. The reference to "240 days" contained in the nineteenth line
therein shall be replaced with "365 days".
4. Section 1.1.15 shall be amended to delete the first sentence
therein in its entirety and replace the same with the following language:
"That date which December 21, 2005".
5. Section 12.1 of the Contract shall be amended to add the following
as subparagraph k: "Seller shall provide a security deposit in the amount
of One Hundred Thousand and No/100 Dollars ($100,000.00) in cash or in the
form of a letter of credit."
6. Except as amended hereby, the Contract remains unmodified and in
full force and effect. Capitalized terms used herein which are not
otherwise defined herein shall have the meaning ascribed to them in the
Contract. This Amendment may be executed in multiple counterparts, each of
which when taken together shall constitute one and the same instrument.
This Amendment may further be executed and delivered by facsimile.
IN WITNESS WHEREOF, Seller and Purchaser have executed this Amendment
as of the date first written above.
SELLER:
XXXXXXXXXX LABORATORIES, INC.,
a Texas corporation
By:
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Xxxxxx X. Xxxxxxxxxx, CFO
PURCHASER:
RAINIER CAPITAL MANAGEMENT, L.P.,
a Texas limited partnership
By: Rainier Capital Management I, LLC,
a Texas limited liability company,
its General Partner
By:
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J. Xxxxxxx Xxxx, President
