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EXHIBIT 10.52
SECOND AMENDMENT To
REAL ESTATE SALE and PURCHASE CONTRACT
THIS AGREEMENT is made and entered into this 22nd day of October, 1996,
by and between Monumental Life Insurance Company, hereinafter referred to as
"Seller", located at 0000 Xxxxxxxx Xxxx X.X. Xxxxx Xxxxxx, Xxxx 00000, and
Brandywine Realty Trust, hereinafter referred to as "Purchaser".
WHEREAS, the parties have entered into a Real Estate Sale and Purchase
Contract dated August 16, 1996, which was amended by a First Amendment to Real
Estate Sale and Purchase Contract dated September 30, 1996 (hereinafter referred
to as "Contract") for certain premises known as 0000 Xxxxxxx Xxxxx, located at
0000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx Township, Burlington County, New Jersey,
which Contract is incorporated herein by reference;
WHEREAS, the parties have agreed to a reduction in the Purchase Price
in order to address certain matters identified in Purchaser's due diligence
review and to finalize the Closing Date, which agreements the parties desire to
set forth in writing. NOW, THEREFORE,
WITNESSETH:
That in consideration of the promises and covenants hereinafter
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties mutually agree that the Contract
shall be amended as follows:
1. As to Paragraph No. 2 (A):The parties agree that the Purchase Price
shall be reduced by One Hundred Thousand Dollars ($100,000.00), such amount
being the agreed upon sum needed to address Purchaser's due diligence concerns
with the parking lot and roof and that the reduced Purchase Price for the
Property shall be Three Million Dollars ($3,000,000.00).
2. As to Paragraph No. 2 (C): The Purchaser acknowledges having
received, reviewed and approved the executed leases with Computer Sciences
Corporation and Blue Cross Blue Shield. The Purchaser further acknowledges that
the additional xxxxxxx money payment to be held as Deposit in the amount of One
Hundred Thousand Dollars ($100,000.00) to be paid upon approval of those lease
or expiration of the Inspection Period, is now due and owing.
The Purchaser also acknowledges and agrees that in the event the sale
contemplated by this Contract is not finalized by the Closing Date of November
20, 1996 (or December 18, 1996 if Purchaser has duly elected to extend the
Closing Date and has paid the additional One Hundred Thousand Dollar
($100,000.00) xxxxxxx money payment as set forth below in Paragraph No. 4
immediately below) due to Purchaser's inability, unwillingness or failure to
perform, the entire Deposit shall be forfeited to and become the property of
Seller, this Contract shall be terminated and neither party shall have any
further rights or obligations hereunder.
3. As to Paragraph 2 (D): The Seller acknowledges that the entire
Deposit shall be credited on a dollar-for-dollar basis towards the Purchase
Price if Purchaser purchases the Property in accordance with the terms of this
Contract.
4. As to Paragraph No. 4: The parties agree that the Closing Date shall
be Wednesday, November 20, 1996. Purchaser shall, however, have the right to
extend the Closing Date until December 18, 1996 upon: (i) providing of Seller
with written notice of Purchaser's election to so extend the Closing Date on or
before 5:00 P.M. E.S.T. on Thursday, November 14, 1996; and (ii) providing the
Title Company with an additional xxxxxxx money payment to be held as part of the
Deposit of One Hundred Thousand Dollars ($100,000.00) no later than Monday,
November 18, 1996, which additional Deposit shall be subject to forfeiture to
Seller set forth in Paragraph 2 immediately above in the event Purchaser is
unable, unwilling or fails to perform and finalize the sale contemplated by this
Contract by the Closing Date.
4. As to Paragraph No. 5: The Purchaser acknowledge and agree that the
Inspection Period as extended has expired as of the date hereof and the
Purchaser's right to terminate the Contract based upon such inspection has
expired and is of no further force and effect.
5. Except as above amended, the Contract and all of its terms and
conditions are hereby ratified and confirmed in their entirety. WHEREFORE, the
parties have hereunto affixed their signatures as of the above stated date.
PURCHASER: SELLER:
Brandywine Realty Trust Monumental Life Insurance Company
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxx Xxxxxxxxxx
______________________________ ___________________________________
Its: President, Xxxxxx X. Xxxxxxx Its: Vice President, Xxxxxxx Xxxxxxxxxx
