EXHIBIT 99.3
FIRST AMENDMENT TO PURCHASE AGREEMENT
This First Amendment to Purchase Agreement is dated as of October 8,
2004 (this "First Amendment") by and between PRIME GROUP REALTY, L.P., a
Delaware limited partnership (hereinafter referred to as "Seller"), and
CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust
(hereinafter referred to as "Purchaser"). Capitalized terms used herein shall
have the same meaning as in the Agreement identified in the first recital.
RECITALS
WHEREAS, the parties hereto entered into that certain Purchase Agreement
dated as of August 2, 2004, for the purchase and sale of numerous parcels of
land and the improvements thereon, all as more particularly described in the
Purchase Agreement (the "Agreement"); and
WHEREAS, the parties have now agreed to make certain changes in the
Agreement consistent herewith.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the receipt and legal sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Section 3B of the Agreement is hereby modified by deleting the third
sentence thereof and inserting the following in lieu thereof: "The Xxxxxxx Money
shall be applied toward the Purchase Price of the Pool B-1 Projects (as
hereinafter defined) at the Final Closing (as hereinafter defined)."
2. Section 3E of the Agreement is hereby modified by deleting the phrase
"within sixty (60) days after the Loan Assumption Requests have been property
submitted by Seller in accordance with the CIBC Documents" and inserting the
following in lieu thereof: "on or before the applicable Closing Date."
3. Section 4A of the Agreement is hereby deleted and the following
inserted in lieu thereof: "Subject to the satisfaction or waiver of the
conditions precedent contained in this Agreement, the consummation of the sale
of all Projects other than those Projects (the "Pool B-1 Projects") identified
on Exhibit H as being encumbered as part of Pool B-1 of the CIBC Debt (herein
referred to as the "Initial Closing") shall occur on the date hereof (the
"Initial Closing Date"). The consummation of the sale of the Pool B-1 Projects
(the "Final Closing") shall occur on the date two (2) business days after the
date on which all conditions to the CIBC Debt Assumption Approval are satisfied
with respect to Pool B-1 of the CIBC Debt but in no event later than November
15, 2004 (the "Final Closing Date"). The Initial Closing and the Final Closing
are each sometimes referred to herein as a "Closing." The Initial Closing Date
and the Final Closing Date are each sometimes referred to herein as a "Closing
Date." The Closing shall take place at the downtown offices of the Title
Company, or such other place as the parties may agree."
4. Section 4B of the Agreement is hereby modified by deleting "December
2, 2004" in the 6th line thereof and inserting "December 16, 2004" in lieu
thereof.
5. All references in the Agreement to "Closing" and "Closing Date" are
hereby deemed to be references to "Closing of the applicable Project or
Projects" and "Closing Date for the applicable Project or Projects".
6. Section 8A of the Agreement is hereby deleted in its entirety and the
following inserted in lieu thereof: "Each Closing shall be consummated through
one or more Closing Escrows on the applicable Closing Date."
7. Section 8B of the Agreement is hereby modified by deleting the first
paragraph of said Section 8B in its entirety and inserting the following in lieu
thereof: "At or prior to each Closing, Seller shall deliver to Purchaser or
deposit into the Closing Escrow the following as to any Project that is the
subject of such Closing, all in form and substance reasonably satisfactory to
Purchaser:"
8. Notwithstanding anything contained in Section 8B(vi) of the Agreement
to the contrary, so long as the Initial Closing and the Final Closing occur on
or before November 15, 2004, Purchaser hereby waives the requirement in said
Section 8B(vi) that all Tenant Letters be signed and dated no more than
forty-five (45) days prior to the date of Closing and acknowledges and agrees
that the dates of all Tenant Letters obtained by Seller prior to the date hereof
are and will be acceptable. Purchaser acknowledges and agrees that those Tenant
Letters delivered to Purchaser on or before the date hereof are in form and
substance acceptable to Purchaser.
9. Sections 8C and 8D of the Agreement are hereby modified by replacing
the phrase "the Closing" in the first line of each such Section with the phrase
"each Closing".
10. Item 1(a) on Exhibit M to the Agreement is hereby deleted and the
following inserted in lieu thereof: "Seller shall use commercially reasonable
efforts to file prior to the Closing of the Pool B-1 Projects a petition for a
tax division to separate the PIN from other property (provided that it shall in
no event be a condition to closing that such tax division be completed prior to
Closing)"
11. Except as modified herein, each and every provision of the Agreement
shall remain in full force and effect. To the extent that any other provisions
of the Agreement which are not specifically modified by this First Amendment
read as if there is only one Closing, such provisions shall be interpreted in a
manner consistent with the intent of this First Amendment and the fact that
there will be two Closings.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the date first above stated.
SELLER: PRIME GROUP REALTY, L.P., a Delaware limited partnership,
------ individually and in its capacity as the sole administrative
member of the Owners
By: PRIME GROUP REALTY TRUST, its Managing General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
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Title: President & Chief Executive Officer
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PURCHASER: CENTERPOINT PROPERTIES TRUST, a Maryland real estate
--------- investment trust
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
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Title: Chief Investment Officer
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By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
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Title: Vice President Controller
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