SECOND AMENDMENT TO SALE AND PURCHASEAGREEMENT

EX-10.55 5 v352168_ex10-55.htm SECOND AMENDMENT TO SALE AND PURCHASE AGREEMENT, DATED JUNE 25, 2013, BY AND AMO

Exhibit 10.55

SECOND AMENDMENT TO

SALE AND PURCHASE AGREEMENT

SECOND AMENDMENT TO SALE AND PURCHASE AGREEMENT, made as of June 25, 2013 (this “Amendment”), by and among the sellers set forth below (each individually a “Seller” and collectively the “Sellers”), and THOR 50 VARICK LLC, a Delaware limited liability company (“Purchaser”).

W I T N E S S E T H:

WHEREAS, Purchaser and Sellers entered into a certain Sale and Purchase Agreement as of April 30, 2013 between Sellers and Purchaser, as modified by that certain First Amendment To Sale And Purchase Agreement, made as of June 21, 2013 between Sellers and Purchaser (as amended, the “Agreement”) with respect to the purchase and sale of 100% of the shares of Varick Investments S.a.r.1., a Luxembourg private limited liability company, which company is the sole shareholder of Varick Studios Inc., a Delaware corporation, which company is the sole member of 50 Varick LLC, which entity is the owner of the Property (as defined therein) located at 50 Varick Street, New York, NY; and

WHEREAS, Purchaser and Sellers desire to modify the Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Sellers and Purchaser, the parties hereto hereby agree as follows:

1. Incorporation of Definitions. All capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement.

2. Purchase Price. The last sentence of Section 2(a)(iii) of the Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:

Notwithstanding the foregoing, the adjusted Purchase Price may not be less than $28,803,876.00 US Dollars or more than $30,603,876.00 US Dollars.

3. Assignment of Agreement. Sellers hereby acknowledge that Purchaser intends to assign the Agreement to 50VARNY001, LLC, a Delaware LLC, and Sellers hereby consent to such assignment, notwithstanding any provisions of the Agreement, including, without limitation, Section 9(b) thereof, and 50VARNY001, LLC shall thereafter be the “Purchaser” thereunder.

4. Counterparts. This Amendment may be executed in any number of counterparts and by each party on separate counterparts. Each counterpart is an original, but all counterparts, taken together, shall constitute one and the same agreement. Delivery of an executed counterpart signature page of this Amendment by e-mail (pdf) or fax shall be as effective as delivery of a manually executed counterpart of this Amendment.

5. Reaffirmation. Except as expressly amended by this Amendment, the parties hereto agree that the terms, conditions and provisions of the Agreement are hereby ratified and reaffirmed and shall remain in full force and effect. This Amendment and the Agreement shall hereafter be read and construed together as a single document, and all references to the “Agreement” contained in the Agreement or any other instrument shall hereafter refer to the Agreement as amended by this Amendment.

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IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the day and year first above written.

PURCHASER:

THOR 50 VARICK LLC

By: DSFT Holdings LLC, its sole member

By:	/s/ Morris Missry
	Name: Morris Missry
	Title: Manager

SELLERS:

SIGNED by: