FIRST AMENDMENT
TO
PURCHASE AND SALE AGREEMENT
Reference is hereby made to the following:
A. That certain Purchase and Sale Agreement (the "Purchase and Sale
Agreement") dated as of June 14, 2000, by and between Xxxxxx X.
Xxxxxx or Xxxxxx X. XxXxxxxx, as Trustee and not individually for
GOVERNMENT CENTER GARAGE TRUST, as Seller, and XXX XXXXXXXX XXXXXX
JV LLC, as Purchaser.
B. Purchaser and Seller desire to amend the Purchase and Sale
Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, in hand this day paid, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. All capitalized terms not otherwise defined herein shall have the meanings
ascribed to such terms in the Purchase and Sale Agreement.
2. The Due Diligence Period has been extended for a period of seven (7)
additional days. Accordingly, the first sentence of Article 4 of the
Purchase and Sale Agreement is hereby amended to read as follows:
"Subject to the third sentence of this paragraph, the Purchaser
shall have a sixty-seven (67) day period commencing on the date
hereof (the "DUE DILIGENCE PERIOD") to examine title to the
Property, to inspect the physical and financial condition of the
Property and to review the Property information."
3. All dates and time periods set forth in the Purchase and Sale Agreement
which are computed with reference to the Due Diligence period are hereby
extended by seven (7) days.
Accordingly, the last sentence of the first paragraph of Article 4 is also
amended to read as follows:
"The Purchaser may at its option elect to terminate the Due
Diligence Period at any time on or after the fifty-second (52nd) day
thereof, upon written notice (the "EARLY CLOSING NOTICE") of such
election to the Seller and payment to the Seller of the Additional
Contract Deposit as determined in accordance with Schedule 3
hereof."
Furthermore, Schedule 3 annexed to the Purchase and Sale Agreement is
hereby deleted and Schedule 3 annexed hereto and by this reference made a
part hereof is hereby substituted therefor.
4. The Purchase and Sale Agreement is, in all other respects, hereby
ratified and confirmed.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the ____day of _____________, 2000.
SELLER:
GOVERNMENT CENTER GARAGE REALTY TRUST
By: /s/Xxxxxx X. Xxxxxx
-----------------------
Xxxxxx X. Xxxxxx or Xxxxxx X. XxXxxxxx, as
Trustee and not individually, at the direction
of GCGA Limited Partnership, sole Beneficiary
of Government Center Garage Realty Trust
PURCHASER
ONE CONGRESS STREET JV LLC
By: RAK GROUP ACQUISITION
CORPORATION, as an Authorized
Member
By: /s/ Xxxxxxx X. Xxxxxx
----------------------
Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signatory
