FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this
"Amendment") is made as of October 1, 2002, by and between CENTRE SQUARE TWO, a
Pennsylvania general partnership (hereinafter sometimes referred to as "Ground
Lessor"), and CENTRE SQUARE, a Pennsylvania general partnership (hereinafter
sometimes referred to as "Ground Lessee"; Ground Lessor and Ground Lessee being
hereinafter collectively sometimes referred to "Seller"), and HRPT PROPERTIES
TRUST, Maryland Real Estate Investment Trust ("Purchaser").
W I T N E S S E T H:
A. Seller and Purchaser executed that certain Purchase and
Sale Agreement dated as of September 30, 2002 (the "Agreement").
B. Purchaser's Title Inspection Period and Inspection Period,
as such terms are defined in the Agreement, expired at 5:00 p.m. EDT on October
1, 2002.
C. Based upon Purchaser's due diligence within said Title
Inspection Period and Inspection Period, Purchaser has identified certain items,
as further set forth in the attached Exhibit A (the "Due Diligence Issues") that
have resulted in Purchaser's request of a reduction in the Purchase Price.
D. Seller is willing to amend the Closing date in accordance
with the terms and conditions set forth herein.
E. All terms not otherwise defined herein shall have the
meaning set forth in the Agreement.
NOW, THEREFORE, in consideration of Ten dollars ($10.00) and other good
and valuable consideration, receipt of which is hereby acknowledged, Purchaser
and Seller hereby agree as follows:
1. Purchaser agrees that it will deposit the Deposit with
Escrow Agent in accordance with the terms and conditions contained in the
Agreement.
2. Seller agrees that it will discuss with Purchaser and
evaluate Purchaser's request for a reduction in the Purchase Price as a result
of the Due Diligence Issues.
3. Purchaser and Seller agree that the Closing date will be
extended one (1) week from October 3, 2002 to October 10, 2002 (the "Revised
Closing Date").
4. If Purchaser and Seller are unable to agree on a Purchase
Price or to otherwise reach an agreement with respect to the Due Diligence
Issues, Purchaser shall have the option to terminate the Agreement upon written
notice to Seller, which notice shall be delivered to the parties set forth in
paragraph 10.4 of the Agreement by personal delivery, or by legible facsimile
transmission, no later than 5:00 pm EDT on October 9, 2002, whereupon the
Agreement shall terminate, the Deposit shall be returned to the Purchaser, and
neither party shall have any further rights or obligations hereunder (except for
any indemnity obligations of either party pursuant to the other provisions of
the Agreement). In the event Purchaser does not send such notice of termination
to Seller by said date and time, or the parties do not otherwise reach agreement
in writing to a reduction in the Purchase Price on account of the Due Diligence
Issues, the Agreement shall remain in full force and effect and Purchaser and
Seller shall proceed with the Closing on the Revised Closing Date with no
reduction in the Purchase Price.
5. Except as specifically amendment by this Amendment, the
Agreement shall remain in full force and effect.
6. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but such counterparts
shall together constitute one and the same agreement. Any such counterpart may
be delivered by facsimile
(Signatures Pages Follow)
IN WITNESS WHEREOF, the parties have hereto duly executed this
Amendment as of the date above written.
SELLER:
CENTRE SQUARE TWO, a Pennsylvania general partnership, by
its authorized general partner, Centre Square Three, by its
authorized general partner, Centre Square Five, by its authorized
general partner, Metropolitan Life Insurance Company
By: /s/ Xxx X. Xxxxx
Xxx X. Xxxxx, Director
CENTRE SQUARE, a Pennsylvania general partnership, by its
authorized general partner, Metropolitan Life Insurance
Company
By: /s/ Xxx X. Xxxxx
Xxx X. Xxxxx, Director
PURCHASER:
HRPT PROPERTIES TRUST,
a Maryland real estate investment trust
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: President
