FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
EXHIBIT 10.17
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this “Amendment”) is made and entered into this December 14, 2018 (the “Effective Date”) between the entities listed on Exhibit A attached hereto (each, a “Seller” and collectively, the “Sellers”), on the one hand, and Easterly Government Properties LP, a Delaware limited partnership (“Purchaser”), on the other hand.
WHEREAS, the Sellers and Purchaser entered into that certain Purchase and Sale Agreement and Escrow Instructions made and entered into as of June 15, 2018 (the “Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Purchase Agreement.
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1. |
Third Target Closing Date: Notwithstanding anything to the contrary contained in the Purchase Agreement or in any Seller’s Postponement Notice previously delivered to Purchaser, the Third Target Closing Date shall occur no later than February 11, 2019, on a date designated by the Sellers to Purchaser in writing not less than five (5) business days prior to such Third Target Closing Date. |
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2. |
Reimbursement of Sellers’ Transaction Costs. Sellers shall have the right to request not less than three (3) business days prior to the Third Target Closing Date that Purchaser pay to Seller at Closing Sellers’ reasonable substantiated third-party out-of-pocket expenses (including reasonable attorneys’ fees and commissions payable to third parties) incurred in connection with the Closing on the Third Target Closing Date (collectively, the “Transaction Costs”). Purchaser shall be obligated to pay Transaction Costs up to $260,000 in the aggregate. At Closing, Purchaser shall pay to Sellers the amount of Transaction Costs, if any. |
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3. |
Counterparts: This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Counterparts to this Amendment may be executed and delivered by facsimile, “pdf”, e-mail transmission and/or electronic copy, and such signed counterparts of this Amendment shall be deemed sufficient to bind the parties hereto, and shall be deemed to be original signatures for all purposes. |
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4. |
Effect of Amendment: All references to the “Purchase Agreement” in the Purchase Agreement shall be deemed to mean the Purchase Agreement, as amended by this Amendment. |
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5. |
Ratification: Sellers and Purchaser acknowledge that notwithstanding anything in the Purchase Agreement or any correspondence between the parties to the contrary, the Purchase Agreement has remained, and is, in full force and effect, and as expressly modified by this Amendment, Sellers and Purchaser hereby reaffirm all terms, covenants and conditions contained in the Purchase Agreement, and the Purchase Agreement is ratified and confirmed in all respects. To the extent there is any |
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conflict between the terms of this Amendment and the Purchase Agreement, the terms of this Amendment shall govern. |
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6. |
Successors: The terms, covenants and conditions contained in this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. |
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7. |
Governing Law: This Amendment shall be governed by, construed and enforced in accordance with the laws of the State of Delaware, without giving effect to any principles regarding conflict of laws. |
[SIGNATURE PAGES FOLLOW.]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the day and year first written above.
SELLERS:
ACQUEST GOVERNMENT LEASES, LLC,
a New York limited liability company
CHARLESTON SSA OC, LLC,
a Delaware limited liability company
CHARLESTON FEDERAL COURTHOUSE, LLC,
a South Carolina limited liability company
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: |
Xxxx Xxxxxxxx |
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Title: |
Authorized Representative |
DALLAS SSA, L.P.,
a Texas limited partnership
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: |
Xxxx Xxxxxxxx |
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Title: |
Authorized Representative |
CLARKSBURG GSA, LLC,
a Michigan limited liability company
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: |
Xxxx Xxxxxxxx |
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Title: |
Authorized Representative |
a Michigan limited liability company
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: |
Xxxx Xxxxxxxx |
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Title: |
Authorized Representative |
GPT PORTLAND, OR 1201 XXXXX, LLC,
an Oregon limited liability company
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: |
Xxxx Xxxxxxxx |
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Title: |
Authorized Representative |
GSA DES PLAINES, LLC,
a Delaware limited liability company
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: |
Xxxx Xxxxxxxx |
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Title: |
Authorized Representative |
LOUDOUN BUILDING, L.L.C.,
a Virginia limited liability company
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: |
Xxxx Xxxxxxxx |
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Title: |
Authorized Representative |
PARKERSBURG BPD OC, LLC,
a Delaware limited liability company
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: |
Xxxx Xxxxxxxx |
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Title: |
Authorized Representative |
PITTSBURGH FBI-GPT BUSINESS TRUST,
a Pennsylvania business trust
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: |
Xxxx Xxxxxxxx |
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Title: |
Authorized Representative |
PITTSBURGH USCIS OC, LLC,
a Delaware limited liability company
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: |
Xxxx Xxxxxxxx |
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Title: |
Authorized Representative |
THE RIVERDALE FDA LLC,
a Virginia limited liability company
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: |
Xxxx Xxxxxxxx |
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Title: |
Authorized Representative |
VA VENTURE BATON ROUGE, LLC,
an Indiana limited liability company
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: |
Xxxx Xxxxxxxx |
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Title: |
Authorized Representative |
PURCHASER:
EASTERLY GOVERNMENT PROPERTIES LP,
a Delaware limited partnership
By: Easterly Government Properties, Inc.,
a Maryland corporation
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By: |
/s/ Xxxxxxx X. Xxxxxxx, III |
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Name: |
Xxxxxxx X. Xxxxxxx, III |
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Title: |
Chief Executive Officer and President |
LIST OF SELLERS
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SELLER |
PROPERTY LOCATION |
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Acquest Government Leases, LLC |
000 X. Xxxxxxx Xxx. Xxxxxxx XX |
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Charleston Federal Courthouse, LLC |
00 Xxxxx Xx., Xxxxxxxxxx XX |
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Charleston SSA OC, LLC |
000 Xxxxxxxx Xx., Xxxxxxxxxx XX |
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Clarksburg GSA, LLC |
000 X. Xxxx Xx., Xxxxxxxxxx XX |
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Dallas SSA, L.P. |
00000 X. Xxxxxxx Xxxxxxxxxx, Xxxxxx XX |
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DEA Bakersfield, LLC |
0000 Xxxxxxx Xxxxx, Xxxxxxxxxxx XX |
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GSA Des Plaines LLC |
0000 X. Xxxxx, Xxx Xxxxxxx XX |
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GPT Portland, OR 1201 Xxxxx, LLC |
0000 Xxxxx Xxxx., Xxxxxxxx XX |
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Loudoun Building, L.L.C. |
00000 Xxxxxx Xxxxxx Xx., Xxxxxxxx XX |
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Parkersburg BPD OC, LLC |
000 Xxxxx Xx., Xxxxxxxxxxx, XX |
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Pittsburgh FBI-GPT Business Trust |
0000 X. Xxxxxx Xx., Xxxxxxxxxx XX |
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Pittsburgh USCIS OC, LLC |
0000 Xxxxxx Xx., Xxxxxxxxxx XX |
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The Riverdale FDA LLC |
0000 Xxxxx Xx., Xxxxxxx Xxxx XX |
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XX Venture Baton Rouge, LLC |
0000 Xxxxx Xxxx Xxx., Xxxxx Xxxxx XX |
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