FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
Exhibit 2.2
FIRST AMENDMENT TO AGREEMENT
OF PURCHASE AND SALE
THIS
FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Agreement”), is made
as of the 14th day
of January, 2010, by and between GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a
Delaware limited partnership (“Seller”), and
BRE/GRJV HOLDINGS LLC, a Delaware limited liability company (“Buyer”).
Background
A. Seller
and Buyer have entered into that certain Agreement of Purchase and Sale dated
November 5, 2009 (“Purchase Agreement”),
with respect to the retail shopping center properties known as Xxxxx Center in
Portland, Oregon, and Westshore Plaza in Tampa, Florida (collectively, the
“Properties”).
B.
Seller and Buyer wish to modify certain provisions of the Purchase
Agreement.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
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1.
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Capitalized
terms not defined herein shall have the meanings set forth in the Purchase
Agreement.
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2.
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Section
9.1(a) of the Purchase Agreement is hereby deleted in its entirety and the
following is inserted in its place:
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“(a) At
Closing, Seller shall pay Seller’s Proportionate Share, and Buyer shall pay
Buyer’s Proportionate Share, of (1) any real property transfer taxes, deed
stamps, conveyance taxes, documentary stamp taxes and other similar transfer
taxes or charges payable as a result of the transfer of the BREP JV Interest to
Buyer (“Transfer
Taxes”), and (2) all costs and expenses incurred under the Third Party
Loans in connection with the transactions contemplated hereunder, including,
without limitation, assumption fees, expenses and similar amounts, if any,
payable to holders of the Third Party Loan in connection therewith and legal
fees, title fees, mortgage assumption fees and taxes, other fees and closing
costs required in connection with the TPL Assumption Consents (“Assumption Costs”);
provided,
however, that Buyer’s liability for Transfer Taxes shall not exceed
$720,000 and Buyer’s liability for Assumption Costs shall not exceed $800,000
(it being acknowledged and agreed that Seller shall be obligated to pay 100% of
any amounts in excess of: (x) in the case of Transfer Taxes, $1,200,000; and (y)
in the case of Assumption Costs, $1,333,333.”
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3.
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Except
as expressly modified herein, the Purchase Agreement shall remain
unchanged and in full force and
effect.
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4.
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This
Agreement shall be governed by, interpreted under, and construed and
enforced in accordance with, the laws of the State of New
York.
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5.
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This
Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, and it shall not be necessary in making proof of
this Agreement to produce or account for more than one such counterpart.
This Agreement may be executed by the exchange of copies bearing the
electronic or facsimile signatures of the
parties.
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[Signatures
on following pages]
IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as
of the day and year first above written.
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SELLER:
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| GLIMCHER PROPERTIES LIMITED | |||
| PARTNERSHIP, a Delaware limited | |||
| partnership | |||
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By:
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GLIMCHER PROPERTIES | ||
| CORPORATION, its general partner | |||
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By:
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/s/ Xxxxxx X. Xxxxxxx | ||
| Name: Xxxxxx X. Xxxxxxx | |||
| Title: Executive Vice President | |||
| BUYER: | |||
| BRE/GRJV HOLDING LLC, a Delaware | |||
| limited liability company | |||
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By:
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/s/ Xxxxxxx X. Xxxxx | ||
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Name: Xxxxxxx
X. Xxxxx
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Title:
Managing Director and Vice
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| President | |||
