SECOND AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT
Exhibit 10.1
SECOND AMENDMENT TO
THIS SECOND AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Amendment”) is
entered into as of April 3, 2007 by and among SP-K Development, LLC, SP-B1 Development, LLC, SP-A
Development, LLC, SP-B2 Development, LLC, SP-D Development, LLC, SP-E Development, LLC, SP-J
Development, LLC, 110 Xxxxxx Street, LLC, SP-C Development, LLC and Lyme Properties LLC, each a
Delaware limited liability company, and collectively, the “Seller” and BioMed Realty, L.P., a
Maryland limited partnership (the “Purchaser”), having an office at 00000 Xxxxxxxx Xxxxxx
Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000, with a facsimile number of (000) 000-0000. The
Seller has an office c/o Lyme Properties LLC, 000 Xxxx Xxxxxx, 00xx xxxxx, Xxxxxxxxx, XX
00000 Attn: Xxxxxx X. Xxxxx, with a facsimile number of (000) 000-0000.
The parties desire to make certain amendments to a certain Real Estate Purchase and Sale
Agreement entered into by them with an Effective Date of January 29, 2007, as amended by an
amendment dated February 16, 2007 (the “P&S”).
Capitalized terms used but not otherwise defined herein shall have the meanings given such
terms in the P&S.
In consideration of the mutual promises hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agree
as follows:
1. Definition of Real Property. The definition of Real Property in the P&S is hereby
amended by modifying the last sentence of such definition to read as follows:
“Exhibit A respectively describes the following: Tract K, Tract B-1, Tract
J and 110 Xxxxxx.”
2. Section 2.2. Section 2.2(a) of the P&S is hereby amended by amending and restating
such Section as follows:
“Section 2.2 Purchase Price. (a) The purchase price for the
Property shall be the sum of Twenty-one Million Dollars ($21,000,000.00)
(the “Purchase Price”); provided, however, that if the Closing is for any
reason not intentionally caused by Seller delayed beyond 10:00 a.m. EST on
April 4, 2007, the Purchase Price shall increase by Two Hundred Fifty
Thousand Dollars ($250,000), and shall likewise be increased by such amount
for each additional day of delay at such time on each day
thereafter. Subject to adjustments and apportionments set forth in this
Agreement, the Purchase Price shall be paid on the Closing Date by wire
transfer of immediately available federal funds to such account(s) of Seller
as Seller designates in writing to Purchaser.”
3. Section 6.1(e). Section 6.1(e) is hereby amended by amending and restating such
Section in its entirety as follows:
“Purchaser shall have received from Science Park Development Corporation and
Xxxx Corporation respectively a “TDA Consent” substantially in the forms attached as
Schedule 6.1(e), dated no earlier than the Effective Date.”
4. Section 6.1(f) and Definitions. Section 6.1(f) of the P&S is hereby deleted in its
entirety. The P&S is hereby further amended by deleting the phrases ARDA Consent, ARDA Estoppel
Provisions and ARDA Party in all instances where they appear in the P&S.
5. Section 6.1. Section 6.1 of the P&S is hereby amended by adding a new clause
6.1(o) as follows:
“Seller shall have delivered to Buyer a written acknowledgement, in form
attached as Schedule 6.1(o), from Science Park Development Corporation
acknowledging that (1) all conditions precedent to the effectiveness of the
consent set forth in that certain letter dated April 2, 2007 from Xxxxx
Xxxxxxxxxxx to Xxxxx X. Xxxx have been satisfied in full, and (2) the ARDA
shall have been terminated (“SPDC Closing Letter”).”
6. Section 6.2. Section 6.2(c) is hereby deleted and Section 6.2(d) of the P&S is
hereby amended by replacing such Section with the following:
“Purchaser shall have delivered to Science Park Development Corporation
letters of credit as security for Ground Leases in the amounts of $25,000
for Tract B-1 and $27,908 for Tract J.”
7. Section 8.2. Section 8.2 of the P&S is hereby amended, first, by deleting Section
8.2(i) in its entirety and replacing it with the following: “The SPDC Closing Letter,” and second,
by adding Appendices A and B attached hereto as deliveries required from Seller (and Purchaser as
appropriate) at Closing.
8. Exhibits A. The P&S is hereby amended by deleting Exhibit A in its entirety and
replacing it with Exhibit A attached hereto.
9. Schedule 6.1(d). The P&S is hereby amended by deleting Schedule 6.1(d) in its
entirety and replacing it with Schedule 6.1(d) attached hereto.
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10. Schedule 6.1(e). The P&S is hereby amended by deleting Schedule 6.1(e) in its
entirety and replacing it with Schedule 6.1(e) attached hereto.
11. Schedule 6.1(f). The P&S is hereby amended by deleting Schedule 6.1(f) in its
entirety.
12. Schedule 6.1(o). The P&S is hereby amended by adding Schedule 6.1(o) attached
hereto.
13. Schedule 7.2(b)(iv)-1. The P&S is hereby amended by deleting Schedule
7.2(b)(iv)-1 in its entirety and replacing it with 7.2(b)(iv)-1 attached hereto.
14. Schedule 7.2(b)(iv)-3. The P&S is hereby amended by deleting Schedule
7.2(b)(iv)-3 in its entirety and replacing it with 7.2(b)(iv)-3 attached hereto.
15. Schedule 7.2(b)(iv)-2. The P&S is hereby amended by deleting from Schedule
7.2(b)(iv)-2 the Miscellaneous Consultant Agreement for Xxxxxxx X. Xxxxx & Sons, Inc. dated May 29,
2006 (abatement and demolition).
16. Schedule 8.2(b). The P&S is hereby amended by deleting Schedule 8.2(b) in its
entirety and replacing it with Schedule 8.2(b) attached hereto. A certain Exhibit C at the end of
Schedule 8.2(b) shall be Exhibit C to Schedule 8.2(b).
17. Schedule 8.2(e). The P&S is hereby amended by deleting Schedule 8.2(e) in its
entirety and replacing it with Schedule 8.2(e) attached hereto.
18. Ratification. Upon the execution of this Amendment by Seller and Purchaser, the
P&S (including, without limitation, the Updates distributed to Purchaser on February 13, 2007), as
amended hereby, shall be ratified and confirmed.
[Remainder of Page Left Intentionally Blank]
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IN WITNESS WHEREOF, Seller and Purchaser hereto have executed this Amendment as of the date
first written above.
| SELLER: SP-K DEVELOPMENT, LLC, a Delaware limited liability company |
||||
| By: | Lyme Properties LLC, a New Hampshire limited liability company, its sole Manager | |||
| By: | /s/ XXXXXX XXXXXXXXX | |||
| Name: | Xxxxxx Xxxxxxxxx | |||
| Its: | CFO | |||
| Date: | 4/3, 2007 | |||
| SP-B1 DEVELOPMENT, LLC, a Delaware limited liability company |
||||
| By: | Lyme Properties LLC, a New Hampshire limited liability company, its sole Manager | |||
| By: | /s/ XXXXXX XXXXXXXXX | |||
| Name: | Xxxxxx Xxxxxxxxx | |||
| Its: | CFO | |||
| Date: | 4/3, 2007 | |||
| SP-A DEVELOPMENT, LLC, a Delaware limited liability company |
||||
| By: | Lyme Properties LLC, a New Hampshire limited liability company, its sole Manager | |||
| By: | /s/ XXXXXX XXXXXXXXX | |||
| Name: | Xxxxxx Xxxxxxxxx | |||
| Its: | CFO | |||
| Date: | 4/3, 2007 | |||
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| SP-B2 DEVELOPMENT, LLC, a Delaware limited liability company |
||||
| By: | Lyme Properties LLC, a New Hampshire limited liability company, its sole Manager | |||
| By: | /s/ XXXXXX XXXXXXXXX | |||
| Name: | Xxxxxx Xxxxxxxxx | |||
| Its: | CFO | |||
| Date: | 4/3, 2007 | |||
| SP-D DEVELOPMENT, LLC, a Delaware limited liability company |
||||
| By: | Lyme Properties LLC, a New Hampshire limited liability company, its sole Manager | |||
| By: | /s/ XXXXXX XXXXXXXXX | |||
| Name: | Xxxxxx Xxxxxxxxx | |||
| Its: | CFO | |||
| Date: | 4/3, 2007 | |||
| SP-E DEVELOPMENT, LLC, a Delaware limited liability company |
||||
| By: | Lyme Properties LLC, a New Hampshire limited liability company, its sole Manager | |||
| By: | /s/ XXXXXX XXXXXXXXX | |||
| Name: | Xxxxxx Xxxxxxxxx | |||
| Its: | CFO | |||
| Date: | 4/3, 2007 | |||
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| SP-J DEVELOPMENT, LLC, a Delaware limited liability company |
||||
| By: | Lyme Properties LLC, a New Hampshire limited liability company, its sole Manager | |||
| By: | /s/ XXXXXX XXXXXXXXX | |||
| Name: | Xxxxxx Xxxxxxxxx | |||
| Its: | CFO | |||
| Date: | 4/3, 2007 | |||
| 110 XXXXXX STREET, LLC, a Delaware limited liability company | ||||
| By: | Lyme Properties LLC, a New Hampshire limited liability company, its sole Manager | |||
| By: | /s/ XXXXXX XXXXXXXXX | |||
| Name: | Xxxxxx Xxxxxxxxx | |||
| Its: | CFO | |||
| Date: | 4/3, 2007 | |||
| SP-C DEVELOPMENT, LLC, a Delaware limited liability company |
||||
| By: | Lyme Properties LLC, a New Hampshire limited liability company, its sole Manager | |||
| By: | /s/ XXXXXX XXXXXXXXX | |||
| Name: | Xxxxxx Xxxxxxxxx | |||
| Its: | CFO | |||
| Date: | 4/3, 2007 | |||
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| LYME PROPERTIES LLC, a New Hampshire limited liability company |
||||
| By: | /s/ XXXXXX XXXXXXXXX | |||
| Name: | Xxxxxx Xxxxxxxxx | |||
| Its: | CFO | |||
| Date: | 4/3, 2007 | |||
| PURCHASER: BIOMED REALTY, L.P. |
||||
| By: | /s/ XXXX X. GOLD | |||
| Name: | Xxxx X. Gold | |||
| Title: | CEO & President | |||
| Date: | April 4, 2007 | |||
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