1
EXHIBIT 2.2
AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is
entered into as of March 27, 1998 , by and between INSTRON REALTY TRUST under a
declaration of trust (the "Declaration of Trust") dated April 23, 1957, recorded
with Norfolk Registry of Deeds in Book 3557, Page 219, as amended, with an
address of 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("Seller") and REEBOK
INTERNATIONAL LTD., a Massachusetts corporation, with an address of 000
Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 ("Buyer").
RECITALS
A. Reference is made to a certain Purchase and Sale Agreement by and
between Seller and Buyer dated as of August 20, 1996 (the "Purchase Agreement").
B. Attached to the Agreement as Exhibit C is a form of Declaration of
Restrictions, Covenants and Easements (the "Declaration"), which, pursuant to
the terms of the Purchase Agreement, Seller and Buyer are to execute, record
with the Norfolk County Registry of Deeds and file with the Norfolk County
Registry District of the Land Court at Closing.
C. The Declaration, provides, inter alia, for a perpetual,
non-exclusive easement, appurtenant to the Property (referred to in the
Declaration as the Reebok Property) and burdening the Remaining Property
(referred to in the Declaration as the Remaining Instron Property), for the use
of a driveway located on the Remaining Property, which, as of the date hereof,
currently exits onto Washington Street, as such driveway may be relocated from
time to time in accordance with the terms of the Declaration.
D. The Declaration further provides that the owner of the Property
(which shall initially be Buyer) has the right, subject to the terms of the
Declaration, to construct a new driveway as more particularly set forth in
Section 2 of the Declaration. The Declaration further provides that the owner of
the Property shall perform such permitted relocation and improvement of the
driveway at its cost and expense.
E. In order to obtain certain permits and approvals needed for its
intended development and use of the Property, Buyer needs to relocate and
improve the existing driveway in a manner that is substantially different than
contemplated by the Declaration. In order to induce Seller to agree to such
reconfiguration, Buyer has agreed to pay for the entire cost of constructing the
new, relocated driveway, as well as certain additional improvements necessitated
by the relocation of the existing driveway to the areas desired by Buyer.
F. Accordingly, Buyer and Seller wish to amend the Purchase Agreement
to provide for the necessary amendments to the Declaration.
2
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Buyer and Seller hereby agree as follows:
1. Recitals; Capitalized Terms. All of the foregoing Recitals
to this Amendment are true and correct and are hereby incorporated in and made a
part of this Amendment to the same extent as if herein set forth in full. All
capitalized terms not otherwise modified or defined herein shall have the same
respective meanings ascribed to them in the Purchase Agreement.
2. Amendment of Exhibit C. The Declaration attached to the
Purchase Agreement as Exhibit C is hereby deleted in its entirety and the form
of Declaration of Restrictions, Covenants and Easements attached hereto as
Exhibit A is hereby substituted in lieu thereof.
3. General Provisions.
(a) Except as set forth in this Amendment, the
Purchase Agreement remains unmodified and in full force and
effect.
(b) This Amendment shall be governed and construed in
accordance with the laws of the Commonwealth of Massachusetts.
This Amendment shall run to, be binding upon, and inure to the
benefit of all successors and assigns of the parties hereto.
The captions used in this Amendment are for convenience only,
and are not part of this Amendment and do not limit, describe
or amplify the terms, provisions or scope of this Amendment.
Each party hereto agrees to execute such documents and take
such acts as any other party hereto may reasonably request to
further effectuate the amendments and transactions
contemplated hereby.
(c) This Amendment may be executed in one or more
counterparts, each of which counterpart when executed and
delivered shall be deemed an original, binding upon all of the
parties hereto, notwithstanding that each of them is not a
signatory to the same counterpart and all of which
counterparts taken together, shall constitute one and the same
instrument. It shall not be necessary in making proof of this
Amendment to produce or account for more than one such
counterpart. Each party hereto represents and warrants that it
has all requisite power and authority to execute and deliver
this Amendment and that the person executing the Amendment on
its behalf is duly authorized to execute this Amendment on
such party's behalf.
2
3
Executed as an instrument under seal as of the date and year first
written above.
SELLER:
/s/ Xxxxxx X. Moulding
----------------------------------------------
Xxxxxx X. Moulding
As Trustee of Instron Realty Trust, but not
individually, nor shall his signature bind the
beneficiaries individually
INSTRON CORPORATION
By: /s/ Xxxxxx Moulding
------------------------------
Name: Xxxxxx Moulding
Title: Chief Financial Officer
BUYER:
REEBOK INTERNATIONAL LTD.
By: /s/ Xxxxx Xxxxxx
----------------------------------------------
Name: Xxxxx Xxxxxx
Title: Senior Vice President and
General Counsel
3
