1
EXHIBIT 10.54
AMENDMENT TO AGREEMENT FOR PURCHASE
AND SALE OF REAL ESTATE AND RELATED PROPERTY
THIS AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE AND
RELATED PROPERTY ("Amendment") is made this _____ day of September, 1996, by and
between HORSHAM OFFICE CENTER ASSOCIATES LIMITED PARTNERSHIP, a Pennsylvania
limited partnership (the "Seller") and BRANDYWINE REALTY TRUST, or its permitted
nominee or assignee (the "Purchaser").
B A C K G R O U N D
A. Seller and Purchaser are parties to a certain Agreement for Purchase
and Sale of Real Estate and Related Property dated August 14, 1996 ("Agreement
of Sale").
B. Seller and Purchase have agreed to extend the Inspection Period for
certain specified purposes and to provide for an extension of the date of
Closing upon the terms and conditions set forth in this Amendment.
C. All capitalized terms not otherwise defined herein shall have the
meaning ascribed to such terms in the Agreement of Sale.
AGREEMENTS
NOW, THEREFORE, in consideration of the foregoing Background and of the
mutual promises of the parties contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Seller and Purchaser, intending to be legally bound, hereby agree as follows:
1. Seller and Purchaser agree that the Inspection Period as set forth
in Section 4 of the Agreement of Sale and the corresponding right of Purchaser
to terminate the Agreement of Sale pursuant to Section 5 of the Agreement of
Sale shall be extended to 5:00 p.m., Eastern Standard Time on October 7, 1996
for the sole and limited purposes of allowing Purchaser to (i) conduct a tenant
interview with representatives of MetPath, Inc. at a meeting to be attended with
representatives of Seller for the sole purpose of permitting Purchaser to
determine MetPath's future business plans to Purchaser's satisfaction; and (ii)
procure an environmental report on the Property acceptable to Purchaser.
Purchaser hereby waives its right to terminate the Agreement of Sale or seek the
return of the Deposit for any reason relating to the inspection rights of
Purchaser pursuant to Section 4 of the Agreement of Sale except for the reasons
specified in (i) and (ii) above.
2. Seller and Purchaser hereby agree that the Additional Deposit
specified in Section 2(A)(ii) of the Agreement of Sale shall be Seventy Five
Thousand Dollars ($75,000.00). Purchaser hereby agrees to wire transfer to the
Deposit Escrowee the
2
Additional Deposit specified in Section 2(A)(ii) of the Agreement of Sale as
amended hereby for receipt by Deposit Escrowee on or before 3:00 p.m. Eastern
Standard Time on October 2, 1996. The Deposit Escrowee shall hold the Initial
Deposit and the Additional Deposit pursuant to the Agreement of Sale as amended
herein. In the event that Purchaser does not terminate the Agreement of Sale
before the expiration of the Inspection Period as provided in Section 1 of this
Amendment, Purchaser agrees that the Deposit , together with interest accrued
thereon has been fully earned by Seller, and the Deposit Escrowee shall not be
obligated to return the Deposit to Purchaser unless Seller defaults in its
obligation under the Agreement of Sale to close on the sale of the Property on
or before the date of Closing as specified herein.
3. Section 7 of the Agreement of Sale is hereby amended to read in its
entirety as follows:
Payment of the Purchase Price and the consummation of the transaction
contemplated by this Agreement ("Closing") shall take place pursuant to an
escrow closing which provides that the Purchase Price shall be paid to Seller
substantially simultaneously with the agreement of the Title Company to issue
the Title Policy to Purchaser. The Closing shall occur at 9:00 A.M. Eastern Time
on November 15, 1996 at the offices of the Title Company in Philadelphia,
Pennsylvania or at such earlier date or other place as may be mutually agreed
upon in writing by both Seller and Purchaser; provided, however, that (i)
Purchaser may elect to extend the date of Closing to December 15, 1996 by
transmitting notice to the Seller on or before November 14, 1996 provided that
such notice is accompanied by payment to the Deposit Escrowee of an additional
Fifty Thousand Dollars ($50,000.00) which amount shall be applied by Seller on
account of the Purchase Price payable under Section 2 of the Agreement of Sale;
or (ii) Seller, at Seller's sole discretion, may elect to extend the Closing as
necessary (but in no event more than thirty (30) additional days) in order to
satisfy the requirements of Section 10.D(ii) below. The date of the Closing may
be extended by Seller beyond such 30th day after the date of the expiration of
the Inspection Period by the number of days needed to cure title defects or
adverse matters pursuant to Section 6 above, but in no event shall the date of
the Closing be after January 16, 1997. Seller and Purchaser shall meet at the
office of Purchaser's attorney and commence preparations for Closing on the day
immediately prior to the date of Closing ("Proration Date"), so that all Closing
documents required hereunder are signed and deposited into escrow with the Title
Company (and all Closing prorations required hereunder are finalized) before the
close of business on the Proration Date.
4. Except as specifically provided in this Agreement, all other terms
and conditions of the Agreement of Sale shall remain in full force and effect.
5. This Agreement shall inure to the benefit of, and be binding upon,
the heirs, executors, administrators, successors and assigns of the respective
parties hereto.
3
6. This Agreement may be executed in one (1) or more counterparts and
by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one (1) and the same agreement.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused this
Amendment to Agreement of Sale to be executed as of the date and year first
above written.
SELLER:
HORSHAM OFFICE CENTER ASSOCIATES
LIMITED PARTNERSHIP
By: Horsham Office Center Associates
Acquisition Corporation
By: /s/ HORSHAM OFFICE CENTER
ASSOCIATES ACQUISITION
CORPORATION
--------------------------------
Name:
Title:
PURCHASER:
BRANDYWINE REALTY TRUST
By: /s/ XXXXXX X. XXXXXXX
_________________________________
Name:
Title:
