AMENDMENT TO PURCHASE AND SALE AGREEMENT
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THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is entered
into as of this 28th day of March, 1999 , by and between MGI PROPERTIES, a trust
organized and existing under the laws of the Commonwealth of Massachusetts
("MGI") for itself and as agent for each of the entities more particularly
described on Schedule 1 attached hereto (MGI and each such entity are
collectively, the "Sellers") and BCIA FUNDING CORP., a Massachusetts corporation
("Purchaser").
RECITALS
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A. Reference is made to a certain Purchase and Sale Agreement by and between
MGI, for itself and as agent for each of the entities more particularly
described on Schedule 1 attached hereto, as the "Sellers" and BCIA Funding
Corp., as "Purchaser," dated as of March 12, 1999. (the "P&S Agreement").
B. Purchaser has requested certain extensions of certain time periods set
forth in the P&S Agreement and the Sellers are willing to amend the P&S
Agreement subject to the terms and provisions set forth below.
AGREEMENT
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NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Purchaser hereby agree as follows:
1. RECITALS; CAPITALIZED TERMS. All of the foregoing Recitals to this
Amendment are true and correct and are hereby incorporated in and made a part of
this Amendment to the same extent as if herein set forth in full. All
capitalized terms not otherwise modified or defined herein shall have the same
respective meanings ascribed to them in the P&S Agreement.
2. EXTENSION OF INSPECTION PERIOD. The expiration date for the Inspection
Period is hereby extended until 5:00 p.m. Boston time on May 5, 1999.
3. EXTENSION CLOSING DATE. The date set forth in Section 3.1 of the P&S
Agreement for the Closing is hereby changed from June 1, 1999 to June 30, 1999.
4. TENANT ESTOPPEL CERTIFICATES. Section 4.1(d) of the P&S Agreement is hereby
amended by deleting the text in the first seven lines on page 9, beginning with
the words "Notwithstanding the above," through and ending with the
words "necessary to satisfy such requirement;" and replacing such text with the
following in lieu thereof:
"Notwithstanding the above, in the event Seller cannot for any reason
obtain estoppel certificates from all of the tenants needed to satisfy
the foregoing requirements for single tenant buildings or
multi-tenanted buildings, Seller, at its option, may satisfy the
eighty percent (80%) requirement set forth in (ii) above for
multi-tenanted buildings and/or the requirement for single tenant
buildings set forth in (i) above by delivering one or more estoppel
certificates from Seller as to the matters set forth in Exhibit D with
respect to one or more of the remaining Leases of such buildings as
are necessary to satisfy such requirement"
5. GENERAL PROVISIONS.
(a) Except as set forth in this Amendment, the P&S Agreement remains unmodified
and in full force and effect.
(b) This Amendment shall be governed and construed in accordance with the laws
of the Commonwealth of Massachusetts. This Amendment shall run to, be binding
upon, and inure to the benefit of all successors and assigns of the parties
hereto. The captions used in this Amendment are for convenience only, and are
not part of this Amendment and do not limit, describe or amplify the terms,
provisions or scope of this Amendment. Each party hereto agrees to execute such
documents and take such acts as any other party hereto may reasonably request to
further effectuate the amendments and transactions contemplated hereby.
(c) This Amendment may be executed in one or more counterparts, each of which
counterpart when executed and delivered shall be deemed an original, binding
upon all of the parties hereto, notwithstanding that each of them is not a
signatory to the same counterpart and all of which counterparts taken together,
shall constitute one and the same instrument. It shall not be necessary in
making proof of this Amendment to produce or account for more than one such
counterpart. Each party hereto represents and warrants that it has all requisite
power and authority to execute and deliver this Amendment and that the person
executing the Amendment on its behalf is duly authorized to execute this
Amendment on such party's behalf.
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Executed as an instrument under seal as of the date and year first written
above.
SELLERS:
MGI Properties, for itself and as duly
authorized agent for each of the named
Sellers
By:/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Senior Vice President
PURCHASER:
BCIA Funding Corp.
By:/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Managing Director
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SCHEDULE 1
Identity of Sellers
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MGI Winthrop Associates, Inc.
MGI Ten Winthrop Square, Inc.
MGI One Portland Square, Inc.
MGI Two Portland Square, Inc.
MGI Elm Street, Inc.
MGI 00 Xxxxx Xxxxxx, Inc.
MGI Glastonbury Corp.
MGI Xxxxxx Drive, Inc.
MGI Chelmsford Corp.
MGI Point West Corp.
6 TSC, Inc.
15 TSC, Inc.
000 Xxxxxxx Xxxxxx, Inc.
MGI Bulfinch Drive, Inc.
MGI 8 Forge Park, Inc.
MGI 9 Forge Park, Inc.
MGI 15 Forge Park, Inc.
MGI 000 Xxxxx Xxxx Xxxxxx, Inc.
MGI Forest Street, Inc.
MGI Harvard Street Corp.
MGI 000 Xxxxxxxxxxx Xxxxxx, Inc.
MGI Ballardvale Corp.
MGI Research Drive Corp.
MGI 0 Xxxxxxxxx Xxxxx, Inc.
000 Xxxxxxx Xxxxxx, Inc.
00 Xxxxxx Xxxx, Inc.
MGI One Tech Andover Corp.
MGI Andover Corp.
MGI Tech Center Corp.
MGI 000 Xxxxxxxxx Xxxxx, Inc.
MGI 000 Xxxxxxxxx Xxxxx, Inc.
MGI Riverside Drive, Inc.
MGI 805 Middle Corp.
MGI Federal Street, Inc.
MGI Two Federal Street, Inc.
MGI Five Federal Street, Inc.
MGI Billerica Road, Inc.
MGI 00 Xxxxxx Xxxx, Inc.
MGI One Park West, Inc.
MGI Andover Street, Inc.
MGI Xxxxxxx Road, Inc.
MGI GLAS Two Corp.
