EXHIBIT 10.55
AMENDMENT TO AGREEMENT OF SALE
PARCEL II
AIRPORT BUSINESS CENTER
TINICUM TOWNSHIP, PA
THIS AMENDMENT is made this 3rd day of December, 1996, by and among
XXXXXXXXX/TINICUM PARTNERSHIP, a Pennsylvania general partnership, INTERNATIONAL
COURT II LIMITED PARTNERSHIP, a Pennsylvania limited partnership, INTERNATIONAL
COURT III JOINT VENTURE, a Pennsylvania general partnership, XXXXXX X. XXXXXXXXX
& SON, a Pennsylvania general partnership, and XXXXX X. XXXXXXXXX, an individual
(hereinafter collectively referred to as "Sellers" and each individually as
"Seller"), and CALI REALTY ACQUISITION CORPORATION ("Buyer"), a Delaware
corporation.
BACKGROUND
A. Sellers and Buyer have entered into a certain Agreement of Sale
dated October 23, 1996 (the "Agreement of Sale"), pursuant to which each Seller
agreed to sell to Buyer certain property owned by it, and Buyer agreed to
purchase from each Seller such property, all of which such property is commonly
known as the Airport Business Center, Parcel II, and is located in Tinicum
Township, Delaware County, Pennsylvania, and more fully described in the
Agreement of Sale.
B. The Sellers and Buyer desire to amend the Agreement of Sale to
provide for an extension of the Inspection Period and the Closing period, and to
clarify the length of the Option Period as defined in the Agreement of Sale.
C. Capitalized terms used herein but not defined herein shall have the
meaning ascribed to such terms in the Agreement of Sale.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, and intending to be legally bound hereby,
the parties agree as follows:
1. Inspection Period. The Inspection Period shall expire on December 3,
1996.
2. Closing. Closing, if required to be made, shall occur between
December 9, 1996, and December 13, 1996.
3. Title. Pursuant to Paragraph 4.A, Buyer timely provided to Sellers
Buyer's Title Notice in which Buyer listed as a Non- Permitted Exception the
Declaration of Protective Covenants and Easements and related Declarant
Assignment appearing as items 9 and 7, respectively, on the Title Company's
title commitment (collectively the "Declaration").
Seller timely responded that it is unable to cause the
Declaration to be completely removed of record. The parties agree to discuss
what changes and amendments to the Declaration are desired by Buyer and what, if
any, relief can be accomplished. Accordingly, the parties agree that the time
period in which Buyer must elect to either take title subject to the Declaration
or to terminate the Agreement of Sale, is extended to December 3, 1996.
4. Parcel Option. The Option Period shall be the three (3) year period
commencing on the date of Closing and terminating on the date that is the day
immediately preceding the third anniversary of the date of Closing.
5. No Other Changes. Except as specifically amended by the foregoing,
all of the terms, conditions, covenants and agreements in the Agreement of Sale
dated October 23, 1996 shall remain unaltered and of full force and effect.
6. Miscellaneous. This Amendment shall be governed and construed
according to the laws of the Commonwealth of Pennsylvania. This Amendment shall
inure to the benefit of, and be binding upon, the parties hereto and their
respective successors and assigns.
7. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original as to any party
whose signature appears thereon, and all of which when taken together shall
constitute one and the same instrument. The parties agree to accept and rely on
fascimile copies of signatures as originals.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Agreement to be signed the day and year first above
written.
SELLERS:
XXXXXXXXX/TINICUM PARTNERSHIP
By: _________________________________
XXXXXXXXX DELAWARE CORP., general
partner
By: XXXXXXXXX XXXXXX CORP., general partner
By: _________________________________
INTERNATIONAL COURT II LIMITED PARTNERSHIP
By: XXXXXXXXX INTERSTATE CORP., its sole
general partner
By:_________________________________
INTERNATIONAL COURT III JOINT VENTURE
By: XXXXXXXXX XXXXXX CORP., general partner
By:_________________________________
ADWIN REALTY COMPANY, general partner
By:_________________________________
XXXXXX X. XXXXXXXXX & SON
By:_________________________________
General Partner
By:_________________________________
General Partner
XXXXX X. XXXXXXXXX
BUYER:
CALI REALTY ACQUISITION CORPORATION
By:_________________________________
