FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
Exhibit 10.35
FOURTH AMENDMENT TO
AGREEMENT OF PURCHASE AND SALE
AGREEMENT OF PURCHASE AND SALE
This FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is executed this
9th day of January, 2006, between MOR MONTPELIER LLC, FORBES BOULEVARD LLC, and DERRY
COURT LLC (collectively, “Seller”) and ASSET CAPITAL PARTNERS, L.P. (“Purchaser”; and, collectively
with Seller, the “Parties”).
WHEREAS, Seller and Purchaser entered into that certain Agreement of Purchase and Sale dated
November 7, 2005 (the “Original Agreement”), as amended by (i) a First Amendment to Agreement of
Purchase and Sale dated December 12, 2005 (the “First Amendment”), (ii) a Second Amendment to
Agreement of Purchase and Sale dated December 14, 2005 (the “Second Amendment”), and (iii) a Third
Amendment to Agreement of Purchase and Sale dated December 16, 2005 (the ‘Third Amendment”). The
Original Agreement as amended by the First Amendment, Second Amendment and Third Amendment is
referred to herein as the “Agreement”.
WHEREAS, the Parties have now agreed to further amend the Agreement as described herein. All
terms not otherwise defined herein shall have the meanings set forth in the Agreement.
NOW, THEREFORE, the Parties hereby agree as follows:
Extension of Closing Date.
1. Anything contained in the Agreement notwithstanding, the definition of “Closing Date” under
Section 1.1(j) of the Agreement is hereby deleted in its entirety and replaced with the following:
“As designated by the Purchaser upon not less than 5 business days’ prior written notice, but no
later than January 31, 2006.”
2. Except as expressly amended by this Amendment, the Agreement is hereby ratified and
affirmed in all respects. This Amendment may be executed by the parties hereby in counterpart.
3. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto
and their personal representatives, successors, and assigns.
4. This Amendment shall be interpreted and construed in accordance with the laws of the State
of Maryland.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties to this Fourth Amendment to Agreement of Purchase and Sale have set
their hands the day and year first written above.
WITNESSES: | SELLER: MOR MONTPELIER LLC |
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By: | /s/ Xxxx Xxxxxxxx | (SEAL) | ||
Xxxx X. Xxxxxxxx, President | ||||
FORBES BOULEVARD LLC |
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By: | /s/ Xxxx Xxxxxxxx | (SEAL) | ||
Xxxx X. Xxxxxxxx, President | ||||
DERRY COURT LLC |
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By: | /s/ Xxxx Xxxxxxxx | (SEAL) | ||
Xxxx X. Xxxxxxxx, President | ||||
PURCHASER: ASSET CAPITAL PARTNERS, L.P. |
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By: | ACC GP, LLC, its general partner | |||
By: | Asset Capital Corporation, Inc., its Sole member | |||
By: | /s/ Xxxxx Xxxxxx | (SEAL) | ||
Xxxxx Xxxxxx, Chief Investment Officer | ||||