SECOND AMENDMENT AND RATIFICATION TO PURCHASE AND SALE AGREEMENT
EXHIBIT 10.70
SECOND AMENDMENT AND RATIFICATION
THIS SECOND AMENDMENT AND RATIFICATION TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is dated as of November 19, 2014, by and among parties listed on Schedule 1 attached hereto (each a Seller and collectively “Sellers”) and PKY SUSP, LLC, a Delaware limited liability company (“Purchaser” and each Seller and Purchaser shall each be a “party” and collectively the “parties”).
RECITALS
A. Sellers and Purchaser entered into that certain Purchase and Sale Agreement dated September 19, 2014 and that certain Amendment and Ratification to Purchase and Sale Agreement dated October 28, 2014 (collectively, the “Agreement”).
X. Xxxxxxx and Purchaser desire to amend the Agreement as more particularly set forth in this Amendment.
NOW THEREFORE, for and in consideration of the mutual agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties amend the Agreement as follows:
1. Recitals; Defined Terms. The above recitals are true and correct and incorporated in this Amendment by reference. Capitalized terms not otherwise defined in this Amendment shall have the meanings given to them in the Agreement.
2. Section 10.1.10. Section 10.1.10 of the Agreement shall be deleted in its entirety and replaced with the following:
“A rent roll for the Properties dated as of November 1, 2014;”
3. Effectiveness of Amendment. Upon the execution and delivery hereof, the Agreement shall be deemed to be amended and/or restated as hereinabove set forth as fully and with the same effect as if the amendments made hereby were originally set forth in the Agreement, and this Amendment and the Agreement shall henceforth respectively be read, taken and construed as one and the same instrument, but such amendments shall not operate so as to render invalid or improper any action heretofore taken under the Agreement.
4. Miscellaneous.
(a) The terms of Sections 15.1 to 15.9 (inclusive), 15.10 (solely as it relates to changes or modifications) and 15.11 of the Agreement shall apply to this Amendment mutatis mutandis, as applicable
(b) Except as modified by this Amendment, all terms and conditions of the Agreement shall remain unmodified and in full force and effect.
[SIGNATURES TO FOLLOW ON NEXT PAGE]
The parties hereto have executed this Amendment effective as of the date set forth above.
PURCHASER:
PKY SUSP, LLC,
a Delaware limited liability company
By: /s/ Xxxxx X. X’Xxxxxx
Name: Xxxxx X. X'Xxxxxx
Title: Executive Vice President and Chief Financial
Officer
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President and General
Counsel
SELLERS:
CORPORATE CENTER ONE OWNER LLC
a Delaware limited liability company
By: Corporate Center One Owner Corp.,
a Delaware corporation, its sole member
By:/s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: President
CORPORATE CENTER TWO OWNER LLC
a Delaware limited liability company
By: Corporate Center Two Owner Corp.,
a Delaware corporation, its sole member
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: President
CORPORATE CENTER THREE OWNER LLC
a Delaware limited liability company
By: Corporate Center Three Owner Corp.,
a Delaware corporation, its sole member
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: President
DEERFIELD ONE OWNER CORP.
a Delaware corporation
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: President
DEERFIELD TWO OWNER CORP.
a Delaware corporation
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: President
GREENS CROSSING II OWNER LP
a Delaware limited partnership
By: Greens Crossing II Owner LLC
a Delaware limited liability company, its general partner
By: Greens Crossing II Owner Corp.,
a Delaware corporation, its sole member
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: President
H. RIVER ONE OWNER LLC
a Delaware limited liability company
By: H. River One Owner Corp.
a Delaware corporation, its sole member
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: President
H. RIVER TWO OWNER LLC
a Delaware limited liability company
By: H. River Two Owner Corp.
a Delaware corporation, its sole member
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: President
H. RIVER THREE OWNER LLC
a Delaware limited liability company
By: H. River Three Owner Corp.
a Delaware corporation, its sole member
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: President
LAKESIDE I OWNER CORP.
a Delaware corporation
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: President
LAKESIDE II OWNER CORP.
a Delaware corporation
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: President
PARAGON OWNER CORP.
a Delaware corporation
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: President
RESOURCE SQUARE ONE OWNER LLC
a Delaware limited liability company
By: Resource Square One Owner Corp.,
a Delaware corporation, its sole member
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: President
RESOURCE SQUARE TWO OWNER LLC
a Delaware limited liability company
By: Resource Square Two Owner Corp.,
a Delaware corporation, its sole member
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: President
RESOURCE SQUARE THREE OWNER LLC
a Delaware limited liability company
By: Resource Square Three Owner Corp.,
a Delaware corporation, its sole member
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: President
SATELLITE 300 OWNER CORP.
a Delaware corporation
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: President
SATELLITE 400 OWNER CORP.
a Delaware corporation
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: President
SATELLITE 600 OWNER CORP.
a Delaware corporation
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: President
SATELLITE 800 OWNER CORP.
a Delaware corporation
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: President
STONY POINT II OWNER CORP.
a Delaware corporation
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: President
TIMBERWAY ONE OWNER LP
a Delaware limited partnership
By: Timberway One Owner LLC
a Delaware limited liability company, its general partner
By: Timberway One Owner Corp.,
a Delaware corporation, its sole member
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: President
