EXHIBIT 10.12
SUMMARY
PURCHASE AND SALE AGREEMENT BETWEEN THE COMPANY AS BUYER AND
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND
ONE FEDERAL STREET JOINT VENTURE AS SELLERS
The Purchase and Sale Agreement dated May 29, 1997, between the Company as
buyer and The Prudential Insurance Company of America and One Federal Street
Joint Venture as sellers (the "One Federal Street Agreement") is substantially
identical to the Purchase and Sale Agreement dated May 29, 1997, between the
Company and The Prudential Insurance Company of America covering Texas
properties, which was filed with the Company's Form 10Q for the second quarter
of 1997 (the "Filed Agreement"). Material differences between the Xxx Xxxxxxx
Xxxxxx Agreement and the Filed Agreement are set forth below.
Description of the properties to be sold under the Xxx Xxxxxxx Xxxxxx
Agreement: see the attached Exhibit A
Purchase price for those properties: $13,200,000
Allocation of purchase price among those properties: see the attached
Exhibit B
Required deposit: $67,278
EXHIBIT A
ONE FEDERAL STREET PROPERTY PACKAGE
Parcels described in A-23 through A-26, are owned by ONE FEDERAL STREET JOINT
VENTURE, a Massachusetts general partnership for an undivided 50%, and The
Prudential Insurance Company of America, for an undivided 50%.
PRUDENTIAL
PROPERTY # PROPERTY NAME LOCATION EXHIBIT
-------------- --------------------- ---------------- -------
FED1 00003000 0000 Xxxxx Xxxxxxxxxxxx, XX A-23
FED1 00004000 0000 Xxxxx Xxxxxxxxxxxx, XX A-24
FED1 00005000 0000 Xxxxx Xxxxx Xxxx Xxxxxxxxxxxx, XX A-25
FED1 00007000 0000 Xxxxx Xxxxx Xxxx Xxxxxxxxxxxx, XX A-26
2
EXHIBIT A-23
0000 XXXXX
XXXXXXXXXXXX, XX
[TITLE IS IN THE-NAME OF ONE FEDERAL STREET JOINT VENTURE, A MASSACHUSETTS
GENERAL PARTNERSHIP FOR AN UNDIVIDED 50%; THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA FOR AN UNDIVIDED 50%]
A part of Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 26 East, Xxxxx County, Florida,
being more particularly described as follows:
COMMENCING at the intersection of the Easterly right of way lien of Xxxxx Road
(a 70 foot right of way) with the Southerly right of way line of 12th Street (a
60 foot right of way); thence North 89 15'10" East along said Southerly right of
way line of 12th Street, a distance of 961.01 feet; thence South 00 35'55" West
along the Easterly line of those certain lands described in Official Records
Volume 5570, Page 1033 of the Current Public Records of said County, a distance
of 1275.00 feet to the Southeast corner thereof for a POINT OF BEGINNING; thence
North 89 15'10" East, a distance of 541.56 feet to a point situate in the
Westerly right of way line of Xxxxx Industrial Drive (a 60 foot right of way as
now established) said right of way line being a curve concave Westerly and
having a radius of 845.28 feet; thence Southerly around and along said curve and
along said Westerly right of way line, an arc distance of 166.60 feet, said arc
being subtended by a chord bearing and distance of South 17 39'59" West, 166.33
feet to the point of tangency of said curve, thence South 23 18'45" West, and
continuing along said Westerly right of way line, a distance of 280.09 feet to
the point of curvature of a curve to the left, concave Easterly and having a
radius of 984.66 feet; thence Southerly around and along the arc of said curve
and continuing along said Westerly right of way line, an arc distance of 50.16
feet, said arc being subtended by a chord bearing and distance of South 21
51'11" West, 50.16 feet; thence South 89 15'10" West, a distance of 816.36 feet;
thence North 00 35'55" East, a distance of 460.00 feet to the Southwest corner
of said lands described in Official Records Volume 5570, Page 1033; thence North
89 15'10" East, along the South line of said last mentioned lands, a distance of
450.00 feet to the Southeast corner thereof and the POINT OF BEGINNING.
Containing 9.609 acres.
3
EXHIBIT A-24
0000 XXXXX
XXXXXXXXXXXX, XX
[TITLE IS IN THE NAME OF ONE FEDERAL STREET JOINT VENTURE, A MASSACHUSETTS
GENERAL PARTNERSHIP FOR AN UNDIVIDED 50%; THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA FOR AN UNDIVIDED 50%]
PARCEL 1:
A portion of Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 26 East, Xxxxx County, Florida
and being more particularly described as follows:
COMMENCE at the intersection of the Easterly right of way line of Xxxxx Road (a
70 foot right of way) with the Southerly right of way line of 12th Street (a 60
foot right of way); thence North 89 15'10" East, along said Southerly right of
way line, a distance of 961.01 feet; thence South 00 35'55" West, a distance of
701.00 feet to the POINT OF BEGINNING; thence North 89 15'10" East, a distance
of 538.02 feet to a point situate in the Westerly right of way line of Xxxxx
Industrial Drive (a 60 foot right of way); thence South 02 25'19" East, along
last said line, a distance of 15.17 feet to its intersection with the arc of a
curve concave Easterly and having a radius of 45.00 feet; thence Southerly along
and around the arc of said curve, an arc distance of 75.69 feet, said arc being
subtended by a chord bearing and distance of South 02 25'19" East, 67.08 feet;
thence South 02 25'19" East, and continuing along said Westerly right of way
line of Xxxxx Industrial Drive, a distance of 280.24 feet to the Point of
Curvature of a curve to the right; thence along and around the arc of said curve
concave Westerly and having a radius of 845.28 feet and continuing along said
Westerly right of way line, an arc distance of 69.57 feet, said arc being
subtended by a chord bearing and distance of South 00 03'51" East, 69.55 feet;
thence South 89 15'10" West, a distance of 557.93 feet; thence North 00 35'55"
East, a distance of 432.00 feet to the POINT OF BEGINNING.
Containing 5.4297 acres, more or less.
Being the same lands recorded in Official Records Volume 6267, Page 1833.
PARCEL 2:
A part of Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 26 East, Xxxxx County, Florida,
being more particularly described as follows:
COMMENCING at the intersection of the Easterly right of way line of Xxxxx Road
(a 70 foot right of way) with the Southerly right of way line of 12th Street (a
60 foot right of way); thence North 89 15'10" East along said Southerly right of
way line of 12th Street, a distance of 961.01 feet, thence South 00 35'55" West
along the Easterly line of those certain lands described in Official Records
Volume 5570, Page 1033 of the Current Public Records of said County, a distance
of 1133.00 feet for a POINT OF BEGINNING; thence North 89 15'10" East along the
Southerly line of those certain lands described in Official Records Volume 6267,
Page 1833 of said Current Public Records, a distance of 557.93 feet to a point
situate in the Westerly right of way line of Xxxxx Industrial Drive (a 60 foot
right of way as now
4
established) said right of way line being a curve concave Westerly and having a
radius of 845.28 feet; thence Southerly around and along said curve and along
said Westerly right of way line, an arc distance of 143.49 feet, said arc being
subtended by a chord bearing and distance of South 07 09'24" West, 143.32 feet;
thence South 89 15'10" West, a distance of 541.56 feet to the Southeast corner
of said lands described in Official Records Volume 5570, Page 1033; thence North
00 35'55" East, along said Easterly line of said last mentioned lands, a
distance of 142.00 feet to the POINT OF BEGINNING.
Containing 1.7983 acres.
5
EXHIBIT A-25
0000 XXXXX XXXXX
XXXXXXXXXXXX, XX
[TITLE IS IN THE NAME OF ONE FEDERAL STREET JOINT VENTURE, A MASSACHUSETTS
GENERAL PARTNERSHIP FOR AN UNDIVIDED 50%; THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA FOR AN UNDIVIDED 50%]
A parcel of land lying in the Xxxxxxxxx 0/0 xx Xxxxxxx 0, Xxxxxxxx 0 Xxxxx,
Xxxxx 26 East, Jacksonville, Xxxxx County, Florida, being more particularly
described as follows:
COMMENCE at the intersection of the Easterly right of way line of Xxxxx Road (a
70 foot right of way as now established) with the Easterly prolongation of the
South line of the Northwest 1/4 of the Northwest 1/4 of said Section (said line
being also the Easterly prolongation of the Southerly line of Xxxx Subdivision,
as recorded in Plat Book 6, Page 54 of the Current Public Records of said
County, and the Northerly line of that 60 foot drainage easement described in
agreement of September 2, 1964, between Seaboard Airline Railroad Company and
the Board of County Commissioners of Xxxxx County, Florida); from the Point of
Reference thus described run thence North 00 35'55" East, along said Easterly
right of way line of Xxxxx Road, a distance of 858.61 feet to a point for a
POINT OF BEGINNING; thence continue North 00 35'55" East, along said right of
way line, a distance of 464.39 feet to the point of intersection of said
Easterly right of way line with the Southerly right of way line of 00xx Xxxxxx
(xxxxxxxx Xxxx Xxxx, a 60 foot right of way as now established); thence North 89
15'10" East, along said Southerly right of way line, a distance of 435.99 feet
to the point of intersection of said Southerly right of way line and the
centerline of said drainage easement; thence South 00 35'55" West, along said
centerline, a distance of 456.38 feet to a point; thence South 88 12'05" West, a
distance of 436.25 feet to the POINT OF BEGINNING.
The lands thus described contain 4.292 acres, more or less, exclusive of the
lands lying within said drainage easement.
DRAINAGE EASEMENT
A portion of the Xxxxxxxxx 0/0 xx Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 26 East,
Jacksonville, Xxxxx County, Florida, as more particularly described as follows:
COMMENCE at the point of intersection of the Easterly right of way line of Xxxxx
Road (a 70 foot right of way as now established) with the Easterly prolongation
of the South line of the Northwest 1/4 of the Northwest 1/4 of said Section
(said line being also the Easterly prolongation of the Southerly line of Xxxx
Subdivision, as recorded in Plat Book 6, Page 34 of the Public Records of said
County and the Northerly line of that 60 foot drainage easement described in
agreement dated September 2, 1964, between Seaboard Airline Railroad Company and
the Board of County Commissioners of Xxxxx County, Florida); thence North 00
35'55" East, along said Easterly right of way line of Xxxxx Road, 858.61 feet,
thence North 88 12'05" East, 120.00 feet to the POINT OF BEGINNING; thence
continue North 88 12'05" East, 270.00 feet; thence South 00 35'55" East, 15.00
feet; thence South 88 12'05" West, 270.00 feet; thence North 00 35'55" West,
15.00 feet to the POINT OF BEGINNING.
Containing 0.0930 acres, more or less.
6
(Revised description for O.R.V. 5572, Pg. 1729
15 FOOT WATER LINE EASEMENT
A part of the Xxxxxxxxx 0/0 xx Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 26 East, Xxxxx
County, Florida, lying 7.5 feet either side of the following described
centerline: COMMENCING at the intersection of the Southerly right of way line of
West 12th Street (a 60 foot right of way) with the Easterly right of way line of
Xxxxx Road (a 70 foot right of way); thence South 00 35'55" West, along said
Easterly right of way line of Xxxxx Road, a distance of 454.50 feet for a POINT
OF BEGINNING of said centerline; thence North 89 24'05" East, a distance of
99.32 feet; thence North 44 24'05" East, a distance of 29.50 feet; thence North
89 24'05" East, a distance of 316.22 feet to a point situate in the centerline
of that certain 60 foot County Drainage Easement (by agreement dated September
2, 1964) which lies South 00 35'55" East, a distance of 434.77 feet, as measured
along said centerline of County Drainage Easement from said Southerly right of
way line of Xxxx 00xx Xxxxxx and the terminus of said centerline.
7
EXHIBIT A-26
0000 XXXXX XXXXX
XXXXXXXXXXXX, XX
[TITLE IS IN THE NAME OF ONE FEDERAL STREET JOINT VENTURE, A MASSACHUSETTS
GENERAL PARTNERSHIP FOR AN UNDIVIDED 50%; THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA FOR AN UNDIVIDED 50%]
A parcel of land lying in the Xxxxxxxxx 0/0 xx Xxxxxxx 0, Xxxxxxxx 0 Xxxxx,
Xxxxx 26 East, Jacksonville, Xxxxx County, Florida, being more particularly
described as follows:
COMMENCE at the intersection of the Easterly right of way line of Xxxxx Road (a
70 foot right of way as now established) with the Easterly prolongation of the
South line of the Northwest 1/4 of the Northwest 1/4 of said Section (said line
also being the Easterly prolongation of the Southerly line of Xxxx Subdivision,
as recorded in Plat Book 6, Page 54 of the Current Public Records of said
County, and the Northerly line of that 60 foot drainage easement described in
agreement of September 2, 1964 between Seaboard Airline Railroad Company and the
Board of County Commissioners of Xxxxx County, Florida). From the Point of
Reference thus described, run South 00 35'55" West, along said Easterly right of
way line of Xxxxx Road, a distance of 30.03 feet to a point on the Centerline of
said drainage easement for a POINT OF BEGINNING; thence North 00 35'55" East,
along said right of way line, a distance of 888.64 feet to a point; thence North
88 12'05" East, a distance of 436.25 feet to a point on the centerline of said
drainage easement; thence South 00 35'55" West, along said centerline, a
distance of 888.64 feet to an angle point in said centerline, thence South 88
12'05" West, along said centerline, a distance of 436.25 feet to the POINT OF
BEGINNING.
The lands thus described contains 8.00 acres, more or less, exclusive of the
lands lying within said drainage easement.
DRAINAGE EASEMENT
A portion of the Xxxxxxxxx 0/0 xx Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 26 East,
Jacksonville, Xxxxx County, Florida, as more particularly described as follows:
COMMENCE at the point of intersection of the Easterly right of way line of Xxxxx
Road (a 70 foot right of way as now established) with the Easterly prolongation
of the South line of the Northwest 1/4 of the Northwest 1/4 of said Section
(said line being also the Easterly prolongation of the Southerly line of Xxxx
Subdivision, as recorded in Plat Book 6, Page 34 of the Public Records of said
County and the Northerly line of that 60 foot drainage easement described in
agreement dated September 2, 1964, between Seaboard Airline Railroad Company and
the Board of County Commissioners of Xxxxx County, Florida); thence North 00
35'55" East, along said Easterly right of way line of Xxxxx Road, 858.61 feet;
thence North 88 12'05" East, 120.00 feet to the Point OF BEGINNING; thence
continue North 88 12'05" East, 270.00 feet, thence South 00 35'55" East, 15.00
feet; thence South 88 12'05" West, 270.00 feet; thence North 00 35'55'' West,
15.00 feet to the POINT OF BEGINNING.
Containing 0.0930 acres, more or less.
8
EXHIBIT B
ALLOCATION OF PURCHASE PRICE
PROJECT DESCRIBED ALLOCATED PRICE
$
100% 50% for each owner
X-00 0000 XXXXX 2,965,818 1,482,909.00
X-00 0000 XXXXX 2,148,150 1,074,075.00
X-00 0000 XXXXX XXXXX 2,880,359 1,440,179.50
X-00 0000 XXXXX XXXXX 5,205,673 2,602,836.50
9
FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT ("First
Amendment") is entered into as of July 7, 1997 by and between Meridian
Industrial Trust, Inc., a Maryland corporation ("Buyer"), and The Prudential
Insurance Company of America, a New Jersey corporation, and One Federal Street
Joint Venture, a Massachusetts general partnership (jointly, "Seller").
RECITALS
A. Buyer and Seller entered into that certain Purchase and Sale
Agreement, dated as of May 29, 1997 (the "Agreement"), for the purchase and sale
of real property designated as "REAL ESTATE IN JACKSONVILLE FLORIDA" as more
particularly described on Exhibit A to the Agreement, together with certain
personal property, lease interests and intangible property, all as more
particularly described in the Agreement.
B. Buyer and Seller now desire to modify the Agreement as provided
herein.
C. Capitalized terms in this First Amendment not defined herein
shall have the meanings ascribed to them in the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, Buyer and Seller agree as follows:
1. DUE DILIGENCE PERIOD. The expiration date of the Due Diligence
Period is extended from July 7, 1997 to and including July 22, 1997. In
addition, the date "July 7, 1997" where it appears in Section 4.3 of the
Agreement is deleted and replaced with the phrase "the end of the Due Diligence
Period".
2. CLOSING DATE. Seller acknowledges that the Closing Date has been
extended until September 30, 1997 (i.e., the Option Closing Date) pursuant to
Election Notice duly given by Buyer.
3. CONFLICT IN TERMS. In the event of any conflict or inconsistency
between the terms and conditions of this First Amendment and the terms and
conditions of the Agreement, the terms and conditions of this First Amendment
shall govern and control the rights and obligations of the parties hereto.
4. EFFECT OF FIRST AMENDMENT. Except as expressly modified herein,
all terms and conditions of the Agreement remain unmodified and in full force
and effect.
10
5. COUNTERPARTS. This First Amendment may be executed in one or
more counterparts, each of which may be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument. This First
Amendment may be executed via telecopied signatures with original signatures to
follow.
IN WITNESS WHEREOF, Buyer and Seller have executed this First
Amendment as of the date first above written.
BUYER
MERIDIAN INDUSTRIAL TRUST, INC.,
a Maryland corporation
By:
------------------------------
Its:
------------------------------
SELLER
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New
Jersey corporation
By:
------------------------------
Xxxxxxx X. Xxxxxxxx
Its: Vice President
ONE FEDERAL STREET JOINT VENTURE,
a Massachusetts general partnership
By: The Prudential Insurance Company Of America, a New
Jersey corporation
Its: General Partner
By:
------------------------------
Xxxxxxx X. Xxxxxxxx
Its: Vice President
11
SECOND AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT ("Second
Amendment") is entered into as of July 22, 1997 by and between Meridian
Industrial Trust, Inc., a Maryland corporation ("Buyer"), and The Prudential
Insurance Company of America, a New Jersey corporation, and One Federal Street
Joint Venture, a Massachusetts general partnership (jointly, "Seller").
RECITALS
A. Buyer and Seller entered into that certain Purchase and Sale
Agreement dated as of May 29, 1997, and that certain First Amendment thereto
dated as of July 7, 1997 (the "First Amendment") (jointly the "Agreement"), for
the purchase and sale of real property designated "REAL ESTATE IN JACKSONVILLE
FLORIDA", as more particularly described on Exhibit A to the Agreement, together
with certain personal property, lease interests and intangible property, all as
more particularly described in the Agreement.
B. Buyer and Seller now desire to modify the Agreement as provided
herein.
C. Capitalized terms in this Second Amendment not defined herein
shall have the meanings ascribed to them in the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, Buyer and Seller agree as follows:
1. DUE DILIGENCE PERIOD. The expiration date of the Due Diligence
Period is extended from July 22, 1997 to and including August 5, 1997.
2. CONFLICT IN TERMS. In the event of any conflict or inconsistency
between the terms and conditions of this Second Amendment and the terms and
conditions of the Agreement, the terms and conditions of this Second Amendment
shall govern and control the rights and obligations of the parties hereto.
3. EFFECT OF SECOND AMENDMENT. Except as expressly modified herein,
all terms and conditions of the Agreement remain unmodified and in full force
and effect.
12
4. COUNTERPARTS. This Second Amendment may be executed in one or
more counterparts, each of which may be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument. This Second
Amendment may be executed via telecopied signatures with original signatures to
follow.
IN WITNESS WHEREOF, Buyer and Seller have executed this Second
Amendment as of the date first above written.
BUYER
MERIDIAN INDUSTRIAL TRUST, INC.,
a Maryland corporation
By:
------------------------------
Xxxxxx X. Xxxxxx
Secretary
SELLER
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New
Jersey corporation
By:
------------------------------
Xxxxxxx X. Xxxxxxxx
Its: Vice President
ONE FEDERAL STREET JOINT VENTURE,
a Massachusetts general partnership
By: The Prudential Insurance Company Of America, a New
Jersey corporation
Its: General Partner
By:
------------------------------
Xxxxxxx X. Xxxxxxxx
Its: Vice President
13
THIRD AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT ("Third
Amendment") is entered into as of August 5, 1997 by and between Meridian
Industrial Trust, Inc., a Maryland corporation ("Buyer"), and The Prudential
Insurance Company of America, a New Jersey corporation, and One Federal Street
Joint Venture, a Massachusetts general partnership (jointly, "Seller").
RECITALS
A. Buyer and Seller entered into that certain Purchase and Sale
Agreement dated as of May 29, 1997, that certain First Amendment thereto dated
as of July 7, 1997, and that certain Second Amendment thereto dated July 22,
1997 (collectively, the "Agreement"), for the purchase and sale of real property
designated "REAL ESTATE IN JACKSONVILLE FLORIDA", as more particularly
described on Exhibit A to the Agreement, together with certain personal
property, lease interests and intangible property, all as more particularly
described in the Agreement.
B. Buyer and Seller now desire to modify the Agreement as provided
herein.
C. Capitalized terms in this Third Amendment not defined herein
shall have the meanings ascribed to them in the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, Buyer and Seller agree as follows:
1. DUE DILIGENCE PERIOD. The expiration date of the Due Diligence
Period is extended from August 5, 1997 to and including August 20, 1997.
2. CONFLICT IN TERMS. In the event of any conflict or inconsistency
between the terms and conditions of this Third Amendment and the terms and
conditions of the Agreement, the terms and conditions of this Third Amendment
shall govern and control the rights and obligations of the parties hereto.
3. EFFECT OF THIRD AMENDMENT. Except as expressly modified herein,
all terms and conditions of the Agreement remain unmodified and in full force
and effect.
14
4. COUNTERPARTS. This Third Amendment may be executed in one or
more counterparts, each of which may be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument. This Third
Amendment may be executed via telecopied signatures with original signatures to
follow.
IN WITNESS WHEREOF, Buyer and Seller have executed this Third
Amendment as of the date first above written.
BUYER
MERIDIAN INDUSTRIAL TRUST, INC.,
a Maryland corporation
By:
------------------------------
Xxxxxx X. Xxxxxx
Its: Secretary
SELLER
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New
Jersey corporation
By:
------------------------------
Xxxxxxx X. Xxxxxxxx
Its: Vice President
ONE FEDERAL STREET JOINT VENTURE,
a Massachusetts general partnership
By: The Prudential Insurance Company Of America, a New
Jersey corporation
Its: General Partner
By:
------------------------------
Xxxxxxx X. Xxxxxxxx
Its: Vice President
15
FOURTH AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT ("Fourth
Amendment") is entered into as of August 20, 1997 by and between Meridian
Industrial Trust, Inc., a Maryland corporation ("Buyer"), and The Prudential
Insurance Company of America, a New Jersey corporation, and One Federal Street
Joint Venture, a Massachusetts general partnership (jointly, "Seller").
RECITALS
A. Buyer and Seller entered into that certain Purchase and Sale
Agreement dated as of May 29, 1997, that certain First Amendment thereto dated
as of July 7, 1997, that certain Second Amendment thereto dated July 22, 1997,
and that certain Third Amendment thereto dated August 5, 1997 (collectively, the
"Agreement"), for the purchase and sale of real property designated "REAL ESTATE
IN JACKSONVILLE FLORIDA", as more particularly described on Exhibit A to the
Agreement, together with certain personal property, lease interests and
intangible property, all as more particularly described in the Agreement.
B. Buyer and Seller now desire to modify the Agreement as provided
herein.
C. Capitalized terms in this Fourth Amendment not defined herein
shall have the meanings ascribed to them in the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, Buyer and Seller agree as follows:
1. DUE DILIGENCE PERIOD. The expiration date of the Due Diligence
Period is extended from August 20, 1997 to and including September 5, 1997.
2. CONFLICT IN TERMS. In the event of any conflict or inconsistency
between the terms and conditions of this Fourth Amendment and the terms and
conditions of the Agreement, the terms and conditions of this Fourth Amendment
shall govern and control the rights and obligations of the parties hereto.
3. EFFECT OF FOURTH AMENDMENT. Except as expressly modified herein,
all terms and conditions of the Agreement remain unmodified and in full force
and effect.
16
4. COUNTERPARTS. This Fourth Amendment may be executed in one or
more counterparts, each of which may be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument. This Fourth
Amendment may be executed via telecopied signatures with original signatures to
follow.
IN WITNESS WHEREOF, Buyer and Seller have executed this Fourth
Amendment as of the date first above written.
BUYER
MERIDIAN INDUSTRIAL TRUST, INC.,
a Maryland corporation
By:
------------------------------
Xxxxxx X. Xxxxxx
Its: Secretary
SELLER
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New
Jersey corporation
By:
------------------------------
Xxxxxxx X. Xxxxxxxx
Its: Vice President
ONE FEDERAL STREET JOINT VENTURE,
a Massachusetts general partnership
By: The Prudential Insurance Company Of America, a New
Jersey corporation
Its: General Partner
By:
------------------------------
Xxxxxxx X. Xxxxxxxx
Its: Vice President
17
FIFTH AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT ("Fifth
Amendment") is entered into as of September 5, 1997 by and between Meridian
Industrial Trust, Inc., a Maryland corporation ("Buyer"), and The Prudential
Insurance Company of America, a New Jersey corporation, and One Federal Street
Joint Venture, a Massachusetts general partnership (jointly, "Seller").
RECITALS
A. Buyer and Seller entered into that certain Purchase and Sale
Agreement dated as of May 29, 1997, that certain First Amendment thereto dated
as of July 7, 1997, that certain Second Amendment thereto dated July 22, 1997,
that certain Third Amendment thereto dated August 5, 1997, and that certain
Fourth Amendment thereto dated August 20, 1997 (collectively, the "Agreement"),
for the purchase and sale of real property designated "REAL ESTATE IN
JACKSONVILLE FLORIDA", as more particularly described on Exhibit A to the
Agreement, together with certain personal property, lease interests and
intangible property, all as more particularly described in the Agreement.
B. Buyer and Seller now desire to modify the Agreement as provided
herein.
C. Capitalized terms in this Fifth Amendment not defined herein
shall have the meanings ascribed to them in the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, Buyer and Seller agree as follows:
1. DUE DILIGENCE PERIOD. The expiration date of the Due Diligence
Period is extended from September 5, 1997 to and including September 15, 1997.
2. CONFLICT IN TERMS. In the event of any conflict or inconsistency
between the terms and conditions of this Fifth Amendment and the terms and
conditions of the Agreement, the terms and conditions of this Fifth Amendment
shall govern and control the rights and obligations of the parties hereto.
3. EFFECT OF FIFTH AMENDMENT. Except as expressly modified herein,
all terms and conditions of the Agreement remain unmodified and in full force
and effect.
18
4. COUNTERPARTS. This Fifth Amendment may be executed in one or
more counterparts, each of which may be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument. This Fifth
Amendment may be executed via telecopied signatures with original signatures to
follow.
IN WITNESS WHEREOF, Buyer and Seller have executed this Fifth
Amendment as of the date first above written.
BUYER
MERIDIAN INDUSTRIAL TRUST, INC.,
a Maryland corporation
By:
------------------------------
Xxxxx Xxxxxx
Its: Vice President
SELLER
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New
Jersey corporation
By:
------------------------------
Xxxxxxx X. Xxxxxxxx
Its: Vice President
ONE FEDERAL STREET JOINT VENTURE,
a Massachusetts general partnership
By: The Prudential Insurance Company Of America, a New
Jersey corporation
Its: General Partner
By:
------------------------------
Xxxxxxx X. Xxxxxxxx
Its: Vice President
19
SIXTH AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT ("Sixth
Amendment") is entered into as of September 8, 1997 by and between Meridian
Industrial Trust, Inc., a Maryland corporation ("Buyer"), and The Prudential
Insurance Company of America, a New Jersey corporation, and One Federal Street
Joint Venture, a Massachusetts general partnership (jointly, "Seller").
RECITALS
A. Buyer and Seller entered into that certain Purchase and Sale
Agreement dated as of May 29, 1997, that certain First Amendment thereto dated
as of July 7, 1997, that certain Second Amendment thereto dated July 22, 1997,
that certain Third Amendment thereto dated August 5, 1997, that certain Fourth
Amendment thereto dated August 20, 1997, and that certain Fifth Amendment
thereto dated September 5, 1997 (collectively, the "Agreement"), for the
purchase and sale of real property designated "REAL ESTATE IN JACKSONVILLE
FLORIDA", as more particularly described on Exhibit A to the Agreement, together
with certain personal property, lease interests and intangible property, all as
more particularly described in the Agreement.
B. Buyer and Seller now desire to modify the Agreement as provided
herein.
C. Capitalized terms in this Sixth Amendment not defined herein
shall have the meanings ascribed to them in the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, Buyer and Seller agree as follows:
1. PURCHASE PRICE ADJUSTMENT. The total Purchase Price for the
Property is reduced to Twelve Million Five Hundred Ninety-Seven Thousand Three
Hundred Thirty-Five and No/100 Dollars ($12,597,335.00), and shall be allocated
between the projects comprising the Property as set forth on EXHIBIT A attached
hereto.
2. LEASE ADJUSTMENT REIMBURSEMENT. Buyer acknowledges that the
Purchase Price for the projects identified as 2001 North Xxxxx and 1720 Xxxxx on
EXHIBIT A hereto have been reduced by the amount of One Hundred Seventy-Two
Thousand Eight Hundred Ninety-Five and No/100 Dollars ($172,895.00) and One
Hundred Seventy Thousand Two Hundred Ninety-Five and No/100 Dollars
($170,295.00), respectively, for the reason that GATX Logistics has not renewed
its existing Leases or entered into new Leases at such projects prior to
Closing. In the event GATX Logistics either: (a) renews one or both of its
existing Leases, or (b) executes a new Lease at either or both projects, in
either case for a term of not less than three (3) years at market rental rates,
on or before the date that is five (5) months after the expiration date of such
existing Lease(s), Buyer shall reimburse either or both of the above amounts to
Seller, as appropriate, without interest, within thirty (30) days following the
date of execution of such Lease renewal(s) or new Lease(s).
20
3. REAL PROPERTY. Section 1.1 of the Agreement is hereby amended by
inserting the words "EXHIBIT A and" in the second line thereof after the phrase
"more particularly described in".
4. DESIGNATED EMPLOYEES. Buyer and Seller hereby acknowledge and
agree that the persons to be listed on EXHIBIT P to the Agreement, which persons
comprise the "Designated Employees" in accordance with Section 8.3.3 of the
Agreement for all projects comprising the Property, are those persons set forth
on EXHIBIT B attached hereto.
5. ENVIRONMENTAL REPORTS OR SURVEYS. Buyer acknowledges that Seller
has advised Buyer of the existence of those certain environmental reports or
surveys relating to the Property listed on EXHIBIT C attached hereto, which
replaces EXHIBIT Q to the Agreement.
6. ASSIGNMENT OF OPERATING AGREEMENTS. Notwithstanding the terms
and provisions of those certain Assignments of Operating Agreements to be
executed by Buyer and Seller with respect to each project comprising the
Property (the "Assignments") pursuant to the Agreement, Seller and Buyer hereby
agree that only those operating agreements set forth on SCHEDULE A to any such
Assignment that are cancellable upon thirty (30) days' notice shall be assigned
by Seller and assumed by Buyer pursuant to any such Assignment. The assignment
and assumption of any operating agreement listed on any such SCHEDULE A which is
not so cancellable shall be void AB INITIO. The terms and provisions of this
Paragraph 6 of this Sixth Amendment shall survive the Closing.
7. DIRECTED CONVEYANCE. As an accommodation to Buyer, Seller shall
at Closing convey all projects comprising the Property designated on EXHIBIT A
hereto to EASTGROUP PROPERTIES, L.P., a Delaware limited partnership
("Eastgroup"), and Escrow Agent shall provide for execution of the
closing/settlement statements for such projects by Buyer, Seller and Eastgroup.
8. CONFLICT IN TERMS. In the event of any conflict or inconsistency
between the terms and conditions of this Sixth Amendment and the terms and
conditions of the Agreement, the terms and conditions of this Sixth Amendment
shall govern and control the rights and obligations of the parties hereto.
9. EFFECT OF SIXTH AMENDMENT. Except as expressly modified herein,
all terms and conditions of the Agreement remain unmodified and in full force
and effect.
10. COUNTERPARTS. This Sixth Amendment may be executed in one or
more counterparts, each of which may be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument. This Sixth
Amendment maybe executed via telecopied signatures with original signatures to
follow.
IN WITNESS WHEREOF, Buyer and Seller have executed this Sixth
Amendment as of the date first above written.
BUYER
MERIDIAN INDUSTRIAL TRUST, INC.,
21
a Maryland corporation
By:
------------------------------
Xxxxxx X. Xxxxxx
Its: Secretary
SELLER
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New
Jersey corporation
By:
------------------------------
Xxxxxxx X. Xxxxxxxx
Its: Vice President
ONE FEDERAL STREET JOINT VENTURE,
a Massachusetts general partnership
By: The Prudential Insurance Company Of America, a New
Jersey corporation
Its: General Partner
By:
------------------------------
Xxxxxxx X. Xxxxxxxx
Its: Vice President
22
PURCHASE PRICE ALLOCATIONS
PROPERTY/PROJECT PRICE ($)
1720 Xxxxx 2,911,189
2000 Xxxxx 2,136,670
2155 North Xxxxx 2,856,797
2001 North Xxxxx 4,692,679
---------
Total 12,597,335
23
