Exhibit 2.2
First Amendment of Purchase and Sale Agreement
This First Amendment to Purchase and Sale Agreement is made as of the 2nd
day of October, 1996 by and between XXXXXX X. XXXXXXXX, XXXXXX X. XXXXX, XXXXXX
X. XXXXXXX and XXXX X. XXXXXXX, not personally, but as Trustees under that
certain Declaration of Trust, dated October 1, 1983, creating LASALLE FUND II, a
group trust, acting through its agent and manager, LaSalle Advisors Limited
(hereinafter called "Seller"), and BEACON PROPERTIES, L.P., a Delaware limited
partnership ("Purchaser").
WITNESSETH:
Whereas, Seller and Purchaser have previously entered into a certain
Purchase and Sale Agreement dated as of September 20, 1996 (the "Agreement")
relating to the sale of two office buildings in Rosslyn, Virginia, one located
at 0000 Xxxxx Xxxx Xxxx Xxxxx and the other at 0000 Xxxxx Xxxxxxxxxxx Xxxxxx;
Whereas, Seller and Purchaser desire to modify the Agreement as set forth
below.
Now therefore, in consideration of the premises and the respective
undertakings of the parties hereinafter set forth, it is hereby agreed:
1. The "Purchase Price" set forth in Section 2.B. of the Agreement is
hereby changed to be Ninety-Nine Million Fifty Thousand Dollars
($99,050,000.00).
2. Seller and Purchaser acknowledge that Seller has notified Purchaser of
the substantial completion of the HVAC upgrade project and installation of the
new roof on the 1616 Building, described as the "Pre-Closing Work" in Section
5(d) in the Agreement. Purchaser further acknowledges that, with the exception
of the "punchlist" items listed on Schedule I annexed to this First Amendment,
the HVAC Pre-Closing Work is complete to Purchaser's satisfaction. Seller and
Purchaser agree that the "punchlist" annexed to this First Amendment as Schedule
I shall serve as the "punchlist" referred to in said Section 5(d).
3. Seller and Purchaser agree that (i) the "Due Diligence Deadline" set
forth in Section 6(4) shall be amended to be 11:59 p.m. E.S.T. on October 2,
1996 (the "New Due Diligence Deadline") and (ii) the ten-day period for review
of title and survey set forth in Section 6(1) shall end at the New Due Diligence
Deadline.
4. In all respects other than as set forth above, the Agreement is hereby
confirmed.
In Witness Whereof, the parties have executed this Amendment as of the day
and year first written above.
"Seller"
XXXXXX X. XXXXXXXX, XXXXXX X. XXXXX,
XXXXXX X. XXXXXXX, and XXXX X. XXXXXXX,
not personally but as Trustees under that
certain Declaration of Trust, dated
October 1, 1983, creating LASALLE FUND II,
a Group Trust, acting through its agent and
manager:
LASALLE ADVISORS LIMITED
By:
----------------------------------------
Title:
------------------------------------
"Purchaser"
Beacon Properties, L.P.
By: Beacon Properties Corporation
By:
----------------------------------------
Its:
------------------------------------
