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EXHIBIT 2.2
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AMENDMENT TO
PURCHASE AND SALE AGREEMENT
NEW VALLEY CORPORATION,
SELLER
WITH
P.O'X. XXXXXXXXXX & COMPANY,
PURCHASER
As of August 9, 1999
Properties:
Washington Plaza, Richland, Washington
Coronado Center, Santa Fe, New Mexico
Xxxxx Farm Shopping Center, Milwaukie, Oregon
Marysville Towne Center, Marysville, Washington
University Place, Lincoln, Nebraska
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AMENDMENT TO
PURCHASE AND SALE AGREEMENT
This AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment"),
dated as of the 9th day of August, 1999 by and between NEW VALLEY CORPORATION,
a Delaware corporation, having an office at 000 X.X. Xxxxxx Xxxxxx, 00xx Xxxxx,
Xxxxx, Xxxxxxx 00000 ("SELLER") and P.O'X. XXXXXXXXXX & COMPANY, a Texas
corporation, having an office at 0000 XXX Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx
00000 ("PURCHASER").
STATEMENT OF FACTS
Seller and Purchaser have entered into a Purchase and Sale Agreement
dated as of June 23, 1999 ("Agreement"). Seller and Purchaser desire to amend
the Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of ten ($10.00) dollars and the
mutual covenants and agreements hereinafter set forth, and intending to be
legally bound hereby, it is hereby agreed as follows:
1. Article 2 of the Agreement is hereby amended and restated in
its entirety as follows:
"ARTICLE 2
PURCHASE PRICE
2.1 The purchase price to be paid by Purchaser to Seller for the
Properties (the "PURCHASE PRICE") is $46,125,000.00, payable as follows:
(a) $461,250.00 (the "DOWNPAYMENT"), simultaneously with
the execution and delivery of this Agreement, by a bank wire transfer
of immediately available funds to an account designated by SAFECO Land
Title of Dallas ("ESCROW AGENT"). The Downpayment shall be held by
Escrow Agent in accordance with the terms of Article 20. If the
Closing (as hereinafter defined) shall occur, Seller shall be entitled
to receive the Downpayment and all interest accrued thereon, if any,
and such interest shall not be credited against the portion of the
Purchase Price payable pursuant to Section 2.1(g);
(b) $5,956,236.00 by taking title to the Washington
Plaza Property subject to aggregate mortgage liens in that amount (the
"WASHINGTON PLAZA MORTGAGE") now held by Aid Association for Lutherans
("AAL") and AP Century I, L.P. ("AP-I");
(c) $8,382,939.00 by taking title to the Coronado Center
Property subject to aggregate mortgage liens in that amount (the
"CORONADO CENTER
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MORTGAGE") now held by Credit Suisse First Boston Mortgage Capital LLC
("CS FIRST BOSTON") and Apollo (as hereinafter defined) or its
affiliates;
(d) $4,857,631.00 by taking title to the Xxxxx Farm
Shopping Center Property subject to aggregate mortgage liens in that
amount (the "XXXXX FARM SHOPPING CENTER MORTGAGE") now held by CS
First Boston and Apollo or its affiliates;
(e) $10,681,108.00 by taking title to the Marysville
Towne Center Property subject to aggregate mortgage liens in that
amount (the "MARYSVILLE TOWNE CENTER MORTGAGE") now held by CS First
Boston and Apollo or its affiliates;
(f) $5,213,141.00 by taking title to the University
Place Property subject to aggregate mortgage liens in that amount (the
"UNIVERSITY PLACE MORTGAGE") now held by CS First Boston and Apollo or
its affiliates; and
(g) $10,572,695.00 (the "CASH BALANCE") at the Closing by
bank wire transfer of immediately available federal funds to the Title
Company (as hereinafter defined), to be disbursed to Seller?s account
(or to the account or accounts of such other party or parties as may
be designated by Seller upon notice to the Title Company prior to the
Closing) upon consummation of the transaction under this Agreement.
Seller and Purchaser agree that Seller must convey, and Purchaser must
purchase, all of the Properties in accordance with the terms and conditions of
this Agreement and that the Purchase Price is allocated as follows:
$10,150,000.00 to the Washington Plaza Property, $8,775,000.00 to the Coronado
Center Property, $7,675,000.00 to the Xxxxx Farm Shopping Center Property,
$12,815,000.00 to the Marysville Towne Center Property and $6,710,000.00 to the
University Place Property."
2. The reference in Section 10.2 (d)(iv) of the Agreement to the
Washington Plaza First Mortgage and Washington Plaza Wraparound Mortgage shall
be deemed to mean, collectively, the Washington Plaza Mortgage.
3. The Closing Date referred to in Section 5.1 of the Agreement
is adjourned to August 25, 1999, time of the essence.
4. Except as modified and amended hereby, the terms, covenants,
conditions and provisions of the Agreement shall remain in full force and
effect.
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IN WITNESS WHEREOF, Seller and Purchaser have executed this Amendment
as of the day and year first above written.
NEW VALLEY CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Assistant Secretary
P.O'X. XXXXXXXXXX & COMPANY
By: /s/ Xxxxx Twist
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Name: Xxxxx Twist
Title: Executive Vice President
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