EXHIBIT 10.53
FIRST AMENDMENT TO
PURCHASE AGREEMENT
FIRST AMENDMENT TO PURCHASE AGREEMENT (this "Amendment") dated as of
December 10, 1996, by and between WHITEWELD CENTRE, INC., a New Jersey
corporation having an office c/o Whiteweld, Barrister & Xxxxx, Inc., 000 Xxxx
Xxxxxxxxx, Xxxxxxxxx Xxxx, Xxx Xxxxxx 00000 ("Seller"), and CALI REALTY
ACQUISITION CORPORATION, a Maryland corporation having an office at 00 Xxxxxxxx
Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 ("Purchaser").
W I T N E S S E T H :
WHEREAS, Seller and Purchaser have entered into a certain Purchase
Agreement dated October 11, 1996 (the "Agreement"), pursuant to which Seller
agreed to sell and Purchaser agreed to purchase the property commonly known as
Whiteweld Centre, 300 Xxxx Boulevard, Woodcliff Lake, New Jersey, as more fully
described in the Agreement (the "Premises"); and
WHEREAS, Seller and Purchaser have agreed to amend the Agreement as
hereinafter set forth.
NOW, THEREFORE, in consideration of Ten ($10.00) and 00/100 Dollars and
the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound hereby, it is hereby agreed by the parties as follows:
1. The Purchase Price is hereby reduced by Two Hundred Thousand
($200,000) Dollars to Thirty Five Million ($35,000,000) Dollars.
2. (a) Purchaser has advised Seller that in addition to the leasing
commissions reflected on Schedule "J" to the Agreement, there is an additional
leasing commission (the "Xxxxxxx Commission") which is the obligation of Seller
in accordance with Section 14 of the Agreement, due to Xxxxxxx & Xxxxxxxxx of
New Jersey, Inc. ("Xxxxxxx") in connection with the Lease dated April 13, 1992
between Seller and Integral Systems, Inc. In addition, the agreement pursuant to
which the leasing commission due Strategic Alliance, which commission (the
"Strategic Commission") is set forth on Schedule "J" of the Agreement, provides
that the full amount of said commission becomes immediately due and payable upon
a sale of the Premises. Seller hereby agrees that the Strategic Commission shall
be paid to Strategic Alliance at the Closing and the Xxxxxxx Commission shall be
paid to Xxxxxxx at the Closing, and Purchaser is hereby entitled to pay the
Strategic Commission to Strategic Alliance or its designee against a receipt of
same and to pay the Xxxxxxx Commission to Xxxxxxx or its designee against a
receipt of same, in each event to be paid out of Seller's funds.
(b) Seller shall provide Purchaser with evidence at Closing
reasonably satisfactory to Purchaser that the commission due to CB Commercial
Real Estate Group in Connection with the Lease dated December 15, 1992 between
Seller and Comdisco Inc. and to Xxxxxxxx, Xxxxxxxx and Xxxxxxx Associates in
connection with the Lease dated May 25, 1994, between Seller and Chase Home
Mortgage Company have been fully paid.
3. (a) Seller has agreed that certain work is to be performed at the
Premises following the Closing for which it shall be liable. Said work (the
"Property Repairs") and the estimated dollar amount required to complete each
item of work (the "Allocated Amounts") are set forth on Exhibit 3(a) annexed
hereto. At Closing, Seller shall deposit with Pryor, Cashman, Xxxxxxx & Xxxxx
(the "Escrowee") pursuant to an escrow agreement executed at Closing the sum of
One Hundred Twenty-Six Thousand ($126,000) Dollars (the "Repair Escrow"). No
later than three (3) days following Closing, and subject to the requirements set
forth in this Section 3(a), Seller shall commence the Property Repairs and shall
complete same within thirty (30) days thereafter except for those Property
Repairs that can not reasonably be completed within thirty (30) days. The
Property Repairs shall be diligently pursued, shall be performed in a good and
workmanlike manner, and shall be completed with new, first class materials. The
Property Repairs shall be deemed completed upon the approval of Purchaser, and
upon the delivery to Purchaser of evidence reasonably satisfactory to it that
all of the parties performing said repairs have been paid in full, that none of
said parties have any right to file a lien against the Premises for any purpose
and that any permits or licenses necessary to evidence the acceptance of the
Property Repairs by any applicable governmental authorities have been issued.
Upon completion of each of the Property Repairs as required herein, Purchaser
shall direct Escrowee to release to Seller the Allocated Amount for said
Property Repair from the Repair Escrow.
(b) Prior to commencing any of the Property Repairs, Seller shall
obtain Purchaser's approval of any plans, specifications or other construction
program for, and the parties performing, the Property Repairs, shall provide
Purchaser with evidence of such insurance as Purchaser reasonably requires, and
shall coordinate the Property Repairs with Purchaser. Seller hereby indemnifies,
defends and holds harmless Purchaser from any and all losses, costs, damages,
expenses (including reasonable attorney's fees) or claims which Purchaser may
incur on account of the Property Repairs or the failure to perform same in
accordance with this Amendment. In the event that Seller requires access to any
of the space occupied by tenants at the Premises to perform the Property
Repairs, said access shall be subject to the rights of said tenants.
(c) In the event that the Property Repairs are not completed in the
manner and within the time frame set forth above, Purchaser shall have the
right, but not the obligation, to commence and complete same and to be
reimbursed from the Repair Escrow, upon demand, for all of its costs and
expenses incurred on account thereof.
4. (a) Prior to closing, Seller shall have entered into a five (5) year
lease with Town & Country Developers, Inc. ("T&C") for an aggregate of 5,776
square feet at an annual rental rate of $24.00 per square foot (the "T&C
Lease"). The form of the T&C Lease shall be reasonably acceptable to Purchaser
and shall include among other things, the following terms and conditions: T&C
shall not be permitted to sublet the premises demised under the T&C Lease
without the Landlord's prior written consent, which consent shall not be
unreasonably withheld or delayed; Landlord shall be entitled to collect any
incremental income, however characterized, received from a subtenant or upon an
assignment of the lease; and all costs of tenant improvements and leasing
commissions in connection with a sublet shall be borne by T&C.
(b) In addition, at Closing, T&C shall deliver to Purchaser a
guaranty of T&C's obligations under the T&C Lease by Xxxxx X. Xxxxxx, which
guaranty shall be in form and substance satisfactory to Purchaser.
5. (a) Seller, for its own account and on behalf of others, is in the
process of obtaining approvals for the construction of a heliport (the
"Heliport") on a portion of the Premises shown on the site plan attached hereto
as Exhibit 6(a). Purchaser hereby consents to Whiteweld, Barrister & Xxxxx, Inc.
("WBB") continuing to pursue said approvals on behalf of Seller and such other
parties, provided that any submissions be delivered to Purchaser prior to their
submission to the relevant governmental authorities for Purchaser's approval
(Seller hereby representing and warranting that none of the submissions or
approvals to date have imposed any obligations on the owner of the Premises),
not to be unreasonably withheld or denied, and provided, further, that any
conditions, requirements or limitations on the development, construction and
operation of the Heliport shall similarly be subject to Purchaser's approval,
not to be unreasonably withheld or denied. If Purchaser shall accept the
approvals for the Heliport, then WBB agrees to construct the Heliport at no cost
or expense to Purchaser and subject to the requirements set forth below. WBB
agrees to keep Purchaser informed on the status of the approvals, and any
meetings or hearings with regard to the approvals.
(b) Any work in connection with the development or construction of
the Heliport (the "Heliport Construction") shall be commenced promptly after
acceptance of the approvals by Purchaser, shall be continued diligently, and
shall be completed lien-free, in a good and workmanlike manner using new, first
class materials. Prior to commencing the Heliport Construction, WBB shall obtain
Purchaser's approval of any plans, specifications or other construction program
for, and the parties performing, the Heliport Construction, shall provide
Purchaser with evidence of such insurance as Purchaser reasonably requires, and
shall coordinate the Heliport Construction with Purchaser. WBB hereby
indemnifies, defends and holds harmless Purchaser from any and all losses,
costs, damages, expenses (including reasonable attorney's fees) or claims which
Purchaser may incur on account of the Heliport Construction or the failure to
perform same in accordance with this Amendment. WBB shall reimburse Purchaser
for its reasonable costs in supervising and inspecting the Heliport Construction
from time to time.
(c) At Purchaser's election, made at any time, WBB shall be
obligated to post a bond or other evidence of security satisfactory to Purchaser
in its discretion, both as to amount and surety, to insure completion of the
Heliport Construction in the manner required herein.
(d) In the event that the approvals are granted and the Heliport
Construction is completed, the Heliport may not be used until such time as WBB,
Purchaser and Medco Containment Services, Inc. ("Medco") shall have entered into
an agreement reasonably acceptable to Purchaser providing that so long as WBB
and Medco are tenants at the Premises, such parties shall have a "preferential"
use of the Heliport, and that Purchaser shall have substantially similar use
rights. Purchaser shall also have the right to grant other parties the rights to
use the Heliport.
6. In the event of any conflict or inconsistency between the terms and
conditions of this Amendment and the terms and conditions of the Agreement, the
terms and conditions of this Amendment shall govern and control. All other
terms, conditions and provisions of the Agreement shall continue in full force
and effect and unmodified.
7. Capitalized terms used and not otherwise defined herein shall have
the meanings respectively assigned to them in the Agreement.
8. This Amendment shall be binding upon and inure to the benefit of the
successors, legal representatives, heirs and assigns of the parties hereto. This
Amendment represents the entire agreement of the parties with respect to the
matters addressed herein, and may not be amended except upon the written
agreement of both of the parties hereto.
9. This Amendment may be executed by facsimile signatures in any number
of counterparts, each of which shall be deemed an original and all of which when
considered together shall be one and the same document.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the day and year first above written.
WHITEWELD CENTRE, INC., Seller
By: /s/ Xxxxx X. Xxxxxx
--------------------
Name: Xxxxx X. Xxxxxx
Title: President
CALI REALTY ACQUISITION
CORPORATION, Purchaser
By: /s/ Xxxxx X. Xxxxxx
-------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
