THIRD AMENDMENT TO AGREEMENT OF SALE AND PURCHASE
Exhibit 2.4
THIRD AMENDMENT TO AGREEMENT OF SALE AND PURCHASE
This THIRD AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (this “Third Amendment”) is dated as of this 23rd day of December, 2013, between Liberty Property Limited Partnership, Liberty Property Development Corp., 0000 Xxxxxxxx Xxxxx Xxxxx Trust, and Annapolis Development, LLC, each having an address at 000 Xxxxxxxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxxxxxx 00000 (collectively, “Seller”) and Greenfield Real Estate, LLC, having an address at 00 Xxxxx Xxxxx Xxxxxx, Xxxxx Xxxxxxx, Xxxxxxxxxxx 00000 (“Buyer”).
BACKGROUND
WHEREAS, Seller and Buyer entered into that certain Agreement of Sale and Purchase, dated November 7, 2013, as amended by that certain First Amendment to Agreement of Sale and Purchase, dated December 4, 2013, and that certain Second Amendment to Agreement of Sale and Purchase, dated December 17, 2013 (collectively, the “Agreement”) for the Property (as defined in the Agreement); and
WHEREAS, Seller and Buyer now desire to amend the Agreement to add a novation with respect to the Pennsylvania Properties.
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Seller and Buyer agree that the Agreement is hereby amended as follows:
1. Defined Terms. All capitalized terms used but not defined in this Third Amendment shall have the same meanings as set forth in the Agreement.
2. Novations with Regard to Buyer’s Obligations for Pennsylvania Properties.
a. 000 Xxxxxxxx Xxxxxx. With regard to the property located at 000 Xxxxxxxx Xxxxxx, Xx. Xxxxxxxxxx, XX (“000 Xxxxxxxx Xxxxxx”), Buyer is entering into the Agreement for the benefit of LSOP 3 PA 3, LLC, a Delaware limited liability company. Buyer has no intent to obtain legal or equitable title to 000 Xxxxxxxx Xxxxxx and this Third Amendment represents a novation on the part of LSOP 3 PA 3, LLC with regard to Buyer’s duties to Seller concerning 000 Xxxxxxxx Xxxxxx. LSOP 3 PA 3, LLC assumes all obligations of Buyer (including any indemnification obligation) with regard to 000 Xxxxxxxx Xxxxxx under the Agreement. In addition, LSOP 3 PA 3, LLC indemnifies Seller for all costs, expenses, liabilities and losses that would not have been incurred but for this novation. Buyer guarantees LSOP 3 PA 3, LLC’s performance (including any indemnification obligation) under this Third Amendment.
b. 0000 Xxxxxxxx Xxxxx. With regard to the property located at 0000 Xxxxxxxx Xxxxx, Xx. Xxxxxxxxxx, XX (“0000 Xxxxxxxx Xxxxx”), Buyer is entering into the Agreement for the benefit of LSOP 3C II, LLC, a Delaware limited liability company. Buyer has no intent to obtain legal or equitable title to 0000 Xxxxxxxx Xxxxx and this Third Amendment represents a novation on the part of LSOP 3C II, LLC with regard to Buyer’s duties to Seller concerning 0000 Xxxxxxxx Xxxxx. LSOP 3C II, LLC assumes all obligations of Buyer (including any indemnification obligation) with regard to 0000 Xxxxxxxx Xxxxx. In addition, LSOP 3C II, LLC indemnifies Seller for all costs, expenses, liabilities and losses that would not have been incurred but for this novation. Buyer guarantees LSOP 3C II, LLC’s performance (including any indemnification obligation) under this Third Amendment.
c. 000 Xxxxxxxx Xxxxx. With regard to the property located at 000 Xxxxxxxx Xxxxx, Xx. Xxxxxxxxxx, XX (“000 Xxxxxxxx Xxxxx”), Buyer is entering into the Agreement for the benefit of LSOP 3 PA 1, LLC, a Delaware limited liability company. Buyer has no intent to obtain legal or equitable title to 000 Xxxxxxxx Xxxxx and this Third Amendment represents a novation on the part of LSOP 3 PA 1, LLC with regard to Buyer’s duties to Seller concerning 000 Xxxxxxxx Xxxxx. XXXX 0 XX 1, LLC assumes all obligations of Buyer (including any indemnification obligation) with regard to 000 Xxxxxxxx Xxxxx under the Agreement. In addition, LSOP 3 PA 1, LLC indemnifies Seller for all costs, expenses, liabilities and losses that would not have been incurred but for this novation. Buyer guarantees LSOP 3 PA 1, LLC’s performance (including any indemnification obligation) under this Third Amendment.
d. 000 Xxxxxxxx Xxxxx. With regard to the property located at 000 Xxxxxxxx Xxxxx, Xx. Xxxxxxxxxx, XX (“000 Xxxxxxxx Xxxxx”), Buyer is entering into the Agreement for the benefit of LSOP 3 PA 2, LLC, a Delaware limited liability company. Buyer has no intent to obtain legal or equitable title to 000 Xxxxxxxx Xxxxx and this Third Amendment represents a novation on the part of LSOP 3 PA 2, LLC with regard to Buyer’s duties to Seller concerning 000 Xxxxxxxx Xxxxx. XXXX 0 XX 2, LLC assumes all obligations of Buyer (including any indemnification obligation) with regard to 000 Xxxxxxxx Xxxxx under the Agreement. In addition, LSOP 3 PA 2, LLC indemnifies Seller for all costs, expenses, liabilities and losses that would not have been incurred but for this novation. Buyer guarantees LSOP 3 PA 2, LLC’s performance (including any indemnification obligation) under this Third Amendment.
e. 000 Xxxxxxxx Xxxxx. With regard to the property located at 000 Xxxxxxxx Xxxxx, Xx. Xxxxxxxxxx, XX (“000 Xxxxxxxx Xxxxx”), Buyer is entering into the Agreement for the benefit of LSOP 3C II, LLC, a Delaware limited liability company. Buyer has no intent to obtain legal or equitable title to 000 Xxxxxxxx Xxxxx and this Third Amendment
represents a novation on the part of LSOP 3C II, LLC with regard to Buyer’s duties to Seller concerning 000 Xxxxxxxx Xxxxx. XXXX 0X II, LLC assumes all obligations of Buyer (including any indemnification obligation) with regard to 000 Xxxxxxxx Xxxxx under the Agreement. In addition, LSOP 3C II, LLC indemnifies Seller for all costs, expenses, liabilities and losses that would not have been incurred but for this novation. Buyer guarantees LSOP 3C II, LLC’s performance (including any indemnification obligation) under this Third Amendment.
f. 0000 Xxxxxxxx Xxxxx. With regard to the property located at 0000 Xxxxxxxx Xxxxx, Xx. Xxxxxxxxxx, XX (“0000 Xxxxxxxx Xxxxx”), Buyer is entering into the Agreement for the benefit of LSOP 3 PA 1, LLC, a Delaware limited liability company. Buyer has no intent to obtain legal or equitable title to 0000 Xxxxxxxx Xxxxx and this Third Amendment represents a novation on the part of LSOP 3 PA 1, LLC with regard to Buyer’s duties to Seller concerning 0000 Xxxxxxxx Xxxxx. LSOP 3 PA 1, LLC assumes all obligations of Buyer (including any indemnification obligation) with regard to 0000 Xxxxxxxx Xxxxx under the Agreement. In addition, LSOP 3 PA 1, LLC indemnifies Seller for all costs, expenses, liabilities and losses that would not have been incurred but for this novation. Buyer guarantees LSOP 3 PA 1, LLC’s performance (including any indemnification obligation) under this Third Amendment.
g. 000 Xxxxxxxx Xxxx Land. With regard to the property located at 000 Xxxxxxxx Xxxx, Xx. Xxxxxxxxxx, XX (“000 Xxxxxxxx Xxxx”), Buyer is entering into the Agreement for the benefit of LSOP 3 PA 4, LLC, a Delaware limited liability company. Buyer has no intent to obtain legal or equitable title to 000 Xxxxxxxx Xxxx and this Third Amendment represents a novation on the part of LSOP 3 PA 4, LLC with regard to Buyer’s duties to Seller concerning 000 Xxxxxxxx Xxxx. XXXX 0 XX 4, LLC assumes all obligations of Buyer (including any indemnification obligation) with regard to 000 Xxxxxxxx Xxxx under the Agreement. In addition, LSOP 3 PA 4, LLC indemnifies Seller for all costs, expenses, liabilities and losses that would not have been incurred but for this novation. Buyer guarantees LSOP 3 PA 4, LLC’s performance (including any indemnification obligation) under this Third Amendment.
3. Ratification of Agreement. The Agreement, as amended by this Third Amendment, shall constitute the entire agreement of Seller and Buyer. Except as amended by this Third Amendment, the Agreement shall be unmodified and shall remain in full force and effect.
4. Binding Effect. This Third Amendment shall be binding upon, and shall inure to the benefit of Seller and Buyer, and their respective permitted successors and assigns.
5. Headings. The headings in this Third Amendment are inserted for convenience of reference only; they form no part of this Third Amendment and shall not affect its interpretation.
6. Governing Law. This Third Amendment shall be construed in accordance with the laws of the Commonwealth of Pennsylvania.
7. Counterparts. This Third 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. Delivery of an executed counterpart of a signature page to this Third Amendment by facsimile or electronic format (such as a pdf) shall be equally as effective as delivery of a manually executed counterpart of this Third Amendment.
[SIGNATURES TO FOLLOW]
IN WITNESS WHEREOF, intending to be legally bound, the parties have caused this Third Amendment to be duly executed, under seal, as of the day and year first written above.
|
|
SELLER: | |
|
|
| |
|
|
||
|
|
| |
|
|
By: |
Liberty Property Trust, its sole general partner |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxxxx X. Xxxxx |
|
|
|
Name: Xxxxxxx X. Xxxxx |
|
|
|
Title: Executive Vice President and |
|
|
|
Chief Investment Officer |
|
|
|
|
|
|
By: |
/s/ Xxxxxxx X. Xxxxxxxxx |
|
|
|
Name: Xxxxxxx X. Xxxxxxxxx |
|
|
|
Title: Chairman, President and CEO |
|
|
|
|
|
|
LIBERTY PROPERTY DEVELOPMENT CORP. | |
|
|
| |
|
|
| |
|
|
By: |
/s/ Xxxxxxx X. Xxxxx |
|
|
|
Name: Xxxxxxx X. Xxxxx |
|
|
|
Title: Executive Vice President and |
|
|
|
Chief Investment Officer |
|
|
|
|
|
|
By: |
/s/ Xxxxxxx X. Xxxxxxxxx |
|
|
|
Name: Xxxxxxx X. Xxxxxxxxx |
|
|
|
Title: Chairman, President and CEO |
|
|
0000 XXXXXXXX XXXXX XXXXX TRUST | |
|
|
| |
|
|
By: |
Liberty Delaware, LLC, its managing trustee |
|
|
By: |
Liberty Property Limited Partnership, its sole member |
|
|
By: |
Liberty Property Trust, its sole general partner |
|
|
|
|
|
|
By: |
/s/ Xxxxxxx X. Xxxxx |
|
|
|
Name: Xxxxxxx X. Xxxxx |
|
|
|
Title: Executive Vice President and |
|
|
|
Chief Investment Officer |
|
|
|
|
|
|
By: |
/s/ Xxxxxxx X. Xxxxxxxxx |
|
|
|
Name: Xxxxxxx X. Xxxxxxxxx |
|
|
|
Title: Chairman, President and CEO |
|
|
|
|
|
|
ANNAPOLIS DEVELOPMENT, LLC | |
|
|
| |
|
|
By: |
Liberty Property Limited Partnership, it sole general partner |
|
|
By: |
Liberty Property Trust, its sole general partner |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxxxx X. Xxxxx |
|
|
|
Name: Xxxxxxx X. Xxxxx |
|
|
|
Title: Executive Vice President and |
|
|
|
Chief Investment Officer |
|
|
|
|
|
|
By: |
/s/ Xxxxxxx X. Xxxxxxxxx |
|
|
|
Name: Xxxxxxx X. Xxxxxxxxx |
|
|
|
Title: Chairman, President and CEO |
|
|
BUYER: | |
|
|
| |
|
|
GREENFIELD REAL ESTATE, LLC | |
|
|
| |
|
|
| |
|
|
By: |
/s/ Xxxxx X. Xxxxxx |
|
|
|
Name: Xxxxx X. Xxxxxx |
|
|
|
Title: Senior Vice President |
|
|
|
|
|
|
|
|
|
|
BUYER AFFILIATES: | |
|
|
| |
|
|
LSOP 3C II, LLC | |
|
|
| |
|
|
| |
|
|
By: |
/s/ Xxxxx X. Xxxxxx |
|
|
|
Name: Xxxxx X. Xxxxxx |
|
|
|
Title: Senior Vice President |
|
|
|
|
|
|
|
|
|
|
LSOP 3 PA 1, LLC | |
|
|
| |
|
|
| |
|
|
By: |
/s/ Xxxxx X. Xxxxxx |
|
|
|
Name: Xxxxx X. Xxxxxx |
|
|
|
Title: Senior Vice President |
|
|
|
|
|
|
|
|
|
|
LSOP 3 PA 2, LLC | |
|
|
| |
|
|
| |
|
|
By: |
/s/ Xxxxx X. Xxxxxx |
|
|
|
Name: Xxxxx X. Xxxxxx |
|
|
|
Title: Senior Vice President |
|
|
|
|
|
|
|
|
|
|
LSOP 3 PA 3, LLC | |
|
|
| |
|
|
| |
|
|
By: |
/s/ Xxxxx X. Xxxxxx |
|
|
|
Name: Xxxxx X. Xxxxxx |
|
|
|
Title: Senior Vice President |
|
|
LSOP 3 PA 4, LLC | |
|
|
| |
|
|
| |
|
|
By: |
/s/ Xxxxx X. Xxxxxx |
|
|
|
Name: Xxxxx X. Xxxxxx |
|
|
|
Title: Senior Vice President |
