AND 00/100 DOLLARS
($204,300,000.00), AND SHALL BE PAYABLE AS SET FORTH BELOW IN THIS SECTION 4.
(B)
ON THE CLOSING DATE, ISLAND SHALL PAY TO SELLER CASH IN THE AMOUNT
OF ONE HUNDRED EIGHT MILLION FOUR HUNDRED THOUSAND AND 00/100 DOLLARS
($108,400,000.00), AND ISLANDIA SHALL PAY TO SELLER IN CASH NINETY-FIVE MILLION
NINE HUNDRED THOUSAND AND 00/100 DOLLARS ($95,900,000.00), WHICH LATTER AMOUNT
SHALL BE ADJUSTED FOR PRORATIONS, IF ANY, AS PROVIDED FOR IN THIS AGREEMENT.
(C)
AT THE CLOSING, AND SUBJECT TO THE SATISFACTION OF ALL CONDITIONS
TO CLOSING, THE PURCHASE PRICE (ADJUSTED TO REFLECT PRORATIONS AND OTHER
ADJUSTMENTS, IF ANY) SHALL BE PAID TO SELLER BY WIRE TRANSFER OF IMMEDIATELY
AVAILABLE FEDERAL FUNDS TO THE FOLLOWING ACCOUNT (OR, AT SELLER'S ELECTION, SUCH
OTHER ACCOUNT AS SELLER MAY DESIGNATE NO LATER THAN TWO (2) BUSINESS DAYS PRIOR
TO THE CLOSING DATE):
Bank:
Wachovia Bank, N.A.
ABA#:
0312-0146-7
Account Name:
CA, Inc.
Account Number:
2000028308067
SECTION 5.
AGREEMENT TO LEASE.
ON THE CLOSING DATE, AND AS A
CONDITION TO EACH PARTY'S OBLIGATIONS HEREUNDER, PURCHASER SHALL LEASE TO
SELLER, AND SELLER SHALL ACCEPT AND LEASE FROM PURCHASER, THE PROPERTY, ON THE
TERMS AND CONDITIONS SET FORTH IN, AND IN ACCORDANCE WITH, THE PROVISIONS OF THE
LEASE.
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING.
SECTION 6.
DUE DILIGENCE.
(A)
GENERALLY.
PURCHASER HAD THE PERIOD OF TIME COMMENCING ON OR
ABOUT MAY 17, 2006 AND CONTINUING UNTIL THE DATE HEREOF (SUCH PERIOD, THE "DUE
DILIGENCE PERIOD") TO REVIEW AND APPROVE ALL MATTERS RELATING TO THE PROPERTY,
INCLUDING:
(I)
ALL MATTERS RELATING TO TITLE (INCLUDING EASEMENTS AND ACCESS
RIGHTS AFFECTING THE PROPERTY), SUBJECT, HOWEVER, TO THE TERMS OF SECTION 6(B)
BELOW,
(II)
GOVERNMENTAL AND OTHER LEGAL REQUIREMENTS (INCLUDING TAXES,
ASSESSMENTS, ZONING, USE PERMIT REQUIREMENTS, BUILDING CODES, CERTIFICATES OF
OCCUPANCY, GOVERNMENTAL PERMITS, SITE PLANS, AND OTHER PLANS AND SPECIFICATIONS,
INCLUDING THE LACK OF ANY OF THE FOREGOING),
5
(III)
THE PHYSICAL CONDITION OF THE PROPERTY, INCLUDING THE INTERIORS,
EXTERIORS, STRUCTURES, PAVEMENTS, UTILITIES AND OTHER PHYSICAL AND FUNCTIONAL
ASPECTS OF THE PROPERTY,
(IV)
LEASES AND OCCUPANCIES AFFECTING THE PROPERTY,
(V)
SERVICE CONTRACTS, CONSTRUCTION CONTRACTS, MANAGEMENT CONTRACTS,
OPERATING AGREEMENTS,
(VI)
THE FINANCIAL CONDITION OF SELLER, AND
(VII)
ANY OTHER AGREEMENTS, DOCUMENTS, INSTRUMENTS OR THE LIKE MATERIAL
TO THE USE, VALUE, OPERATION, REPAIR, DEVELOPMENT OR LEASING OF THE PROPERTY.
(B)
TITLE MATTERS.
CONCURRENTLY WITH AND PRIOR TO THE EXECUTION AND
DELIVERY HEREOF, PURCHASER HAS REVIEWED SUCH SURVEYS, TITLE COMMITMENTS AND
TITLE DOCUMENTS (COLLECTIVELY, "TITLE DOCUMENTS") IN RESPECT OF THE PROPERTY AS
PURCHASER SHALL HAVE DEEMED APPROPRIATE OR NECESSARY IN CONNECTION WITH ITS
CONTEMPLATED PURCHASE OF THE PROPERTY, AND AGREES AND ACKNOWLEDGES THAT
DISPOSITION OR OTHER REMOVAL OF ANY LIEN, ENCUMBRANCE, CLAIM OR DEFECT OF ANY
SORT OR MANNER IN RESPECT OF TITLE TO THE PROPERTY SHALL NOT BE A CONDITION TO
PURCHASER'S OBLIGATIONS.
FOR THE AVOIDANCE OF DOUBT, PURCHASER EXPRESSLY
ACKNOWLEDGES THAT THE FOLLOWING SHALL CONSTITUTE PERMITTED EXCEPTIONS: (I) (A)
THE PRESENCE OF LONG ISLAND POWER AUTHORITY (TOGETHER WITH ITS SUCCESSORS,
"LIPA") POWER LINES AND THE