Second Amendment to Purchase Agreement between Tommy Hilfiger 485 Fifth, Inc. and Park & 5th Property, LLC (485 Fifth Avenue, NY)

Contract Categories: Business Finance › Purchase Agreements
Summary

This amendment updates the original purchase agreement between Tommy Hilfiger 485 Fifth, Inc. (Seller) and Park & 5th Property, LLC (Purchaser) for the sale of 485 Fifth Avenue, New York. It clarifies the agreement date, extends the time for the Purchaser to review service contracts, and adds new exhibits. The Seller agrees to cooperate in obtaining a certificate of occupancy, remove violations at its expense, comply with local laws, and transfer certain warranties. The Purchaser receives a $250,000 credit due to property condition issues. Both parties signed the amendment on August 5, 2004.

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EX-10.4 5 dex104.htm SECOND AMENDMENT TO CONTRACT, DATED JULY 14,2004 Second Amendment to Contract, dated July 14,2004

Exhibit 10.4

 

Reference is made to the Agreement (the “Agreement”) made as of the          day of July, 2004 between Tommy Hilfiger 485 Fifth, Inc. (“Seller”) and Park & 5th Property, LLC (“Purchaser”) with respect to the purchase of premises located at 485 Fifth Avenue, New York, New York (the “Premises”).

 

The following shall serve to amend and supplement the Agreement:

 

1. The Agreement shall be deemed dated the 14th day of July, 2004.

 

2. Pursuant to Section 5(c) of the Agreement, Purchaser is to designate within ten (10) days of the end of the Due Diligence Period which service contracts that it has not elected to have Seller terminate prior to closing. Certain of the service contracts have not yet been delivered to Purchaser and it may be that Seller may enter into other service contracts between the date hereof and the date of closing. Accordingly, it is agreed that Purchaser will have ten (10) days after receipt of any such service contract to make its election to have Seller terminate the same.

 

3. The attached shall be deemed added to the agreement as Exhibit 7.

 

4. Seller agrees to process all applications as may be reasonably required in order to implement the obtaining of a C of O for the Premises, and to fully cooperate with the Purchaser in connection therewith. The costs for third party consultants, expediters and the like retained by Purchaser shall be Purchaser’s.

 

5. Seller reaffirms its obligations as set forth in the Agreement to remove violations and has been made aware of the attached violations which it shall take all appropriate action at its expense to remove.

 

6. Seller will promptly take action to complete all reports and filings required by Local Law 10 and 11, and to obtain “signoffs” or such approvals as may be required to be in compliance with applicable law, and to register the boilers at the premises in accordance with all requirements of applicable laws, rules and regulations.

 

7. Purchaser shall receive a credit of $250,000.00 against the Purchase Price due to certain matters relating to the condition of the Premises.

 

8. Seller will use reasonable efforts to effect a transfer to Purchaser of the roof and elevator warranties.

 

9. Seller will correct electrical panels and switches as per attached report.

 

Dated: August 5, 2004

       TOMMY HILFIGER 485 FIFTH, INC.
            By:  

/s/ Steven R. Gursky

               

Steven R. Gursky, Secretary

Dated: August 5, 2004

       PARK & 5TH PROPERTY, LLC
            By:  

/s/ Hymie Mamiye

           

Name:

  

Hymie Mamiye

           

Title:

  

Manager