SECOND AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT
Exhibit 2.1.c
SECOND AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT
This Second Amendment to Asset Purchase and Sale Agreement (this “Amendment”) is dated as of the 29th day of April, 2022, by and among the Seller Parties signature hereto (“Seller Parties”), Cedar Realty Trust, Inc. (“Seller Parent”), and DRA Fund X-B LLC and KPR Centers LLC (collectively, “Purchaser”, and together with Seller Parties and Seller Parent, the “Parties”).
The following sets forth the background to this Amendment:
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree to amend the Agreement in certain respects as follows:
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[Signatures appear on the next page]
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Executed as of the date first set forth above.
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PURCHASER: |
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DRA FUND X-B LLC, By: /s/ Xxxxx Xxxx |
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KPR CENTERS LLC, By: /s/ Xxxxxx Xxxxxxxx |
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By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR PCP-NEW LONDON, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR REALTY TRUST PARTNERSHIP, L.P.
By: Cedar Realty Trust, Inc., its General Partner
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR-GROTON, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR-XXXXXX XXXX, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR XXXXXXXXX CROSSING LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CSC FRANKLIN VILLAGE GP, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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XXXXX XXXXXXX, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR-YORKTOWNE, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR HYATTSVILLE, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR-VALLEY PLAZA, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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OAKLAND XXXXX BUSINESS TRUST
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR-GLENWOOD HOLDING, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR-CARMANS LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR QUARTERMASTER, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR QUARTERMASTER II, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR QUARTERMASTER III, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CSC COLONIAL COMMONS PARTNERSHIP, L.P.
By: Cedar Realty Trust Partnership, L.P., its General Partner
By: Cedar Realty Trust, Inc., its General Partner
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR-XXXXXXX XXXXXXXX, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR-XXXXXXX PLAZA 2, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR XXXXXXX PLAZA 3, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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THE POINT ASSOCIATES, L.P.
By: Cedar Realty Trust Partnership, L.P., its General Partner
By: Cedar Realty Trust, Inc., its General Partner
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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PORT RICHMOND L.L.C. 1
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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HAMILTON FC ASSOCIATES, L.P.
By: Cedar-Xxxxxxxx, LLC, its General Partner
By: Cedar Realty Trust Partnership, L.P., its General Partner
By: Cedar Realty Trust, Inc., its General Partner
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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HAMILTON FC PYLON SIGN ASSOCIATES, LLC
By: Hamilton FC Associates, L.P., its sole member
By: Xxxxx-Xxxxxxxx, LLC, its General Partner
By: Cedar Realty Trust Partnership, L.P., its General Partner
By: Cedar Realty Trust, Inc., its General Partner
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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LAWNDALE I, L.P.
By: Cedar Realty Trust Partnership, L.P., its General Partner
By: Cedar Realty Trust Inc., its General Partner
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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ACADEMY PLAZA, L.L.C. 1
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR-XXXXXXX MARKETPLACE, LP
By: Cedar Realty Trust Partnership, L.P., its General Partner
By: Cedar Realty Trust, Inc., its General Partner
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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SWEDE SQUARE ASSOCIATES LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR-PALMYRA, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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NEWPORT PLAZA ASSOCIATES, L.P.
By: Cedar Realty Trust Partnership, L.P., its General Partner
By: Cedar Realty Trust, Inc., its General Partner
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR-CAMPBELLTOWN, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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HALIFAX PLAZA ASSOCIATES, L.P.
By: Cedar Realty Trust Partnership, L.P.
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR-HALIFAX LAND, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR HALIFAX II, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR HALIFAX III, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR XXXXXX PLAZA, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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VIRGINIA GENERAL BOOTH LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR SECOND MEMBER LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR – ELMHURST, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR-OAK RIDGE, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR EAST RIVER PARK, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR 000 00xx XXXXXX NE, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR DGS GP LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR MN OFFICE OZ MEMBER LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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CEDAR MN OFFICE PROMOTE MEMBER LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx |
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EXHIBIT A
ROFO Notice (Walmart at Kempsville Crossing)
[TO BE PLACED ON LANDLORD LETTERHEAD]
April ___, 2022
VIA OVERNIGHT MAIL AND E-MAIL
Wal-Mart Stores East, LP (Ref: Store #6226-00) 0000 XX X Xxxxxx Xxxxxxxxxxx, Xxxxxxxx 00000-0000 Xxxx: Virginia Realty Manager - Operations |
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Re: Virginia Beach (Centerville), VA, WM Store# 6226-00 - Ground Lease between Wal-Mart Stores East, LP (“Lessee”) and Virginia Kempsville LLC (“Lessor”) dated as of October 28, 2013, as amended by First Amendment to Ground Lease dated as of November 7, 2013, and as further amended by Second Amendment to Ground Lease dated as of November 4, 2014 (as amended, collectively, the “Lease”)
Dear Sir or Madam:
Please be advised that the Cedar Realty Trust, Inc. or one or more of its affiliates (collectively, “Cedar”) intends to effectuate a transaction pursuant to which 100% of the membership interests in Lessor (the “Interests”) are sold to a third party purchaser (the “Transaction”).
This notice is being given pursuant to Section 22(b) of the Lease. While we do not believe that this transaction triggers the right of first offer set forth in said Section 22(b) of the Lease (the “ROFO”), as a courtesy, Landlord is delivering this notice to you to permit Lessee the opportunity to purchase the Interests or fee title to that certain shopping center commonly known as Kempsville Crossing (and more particularly described on Exhibit A attached hereto, the “Shopping Center”) substantially in accordance with the purchase terms of the ROFO. Material terms of the Transaction are enclosed as Exhibit B herewith.
Please advise the undersigned of your intent to exercise or decline the ROFO as soon as practicable, but no event later than the time periods set forth in Section 22(b) of the Lease (i.e., thirty days from your receipt this letter). All terms of this letter shall be binding on Lessor and Xxxxxx and their successors and/or assigns.
In the event you have any questions or need anything further, please contact the undersigned.
Sincerely,
Virginia Kempsville LLC
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By:__________________
Name:
Title:
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Wal-Mart Stores East, LP Attn: Virginia, Legal Dept. (Ref: Store #6226-00) 2001 S.E. 10th Street Bentonville, Arkansas 72716-0550 |
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Xxxxxxxx Pepper LLP Attn: Xxxxxx X. Xxxxxxxx, Esquire 1001 Haxall Point Richmond, VA 23219 (Ref: Store #6226-00) |
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EXHIBIT A
LEGAL DESCRIPTION OF SHOPPING CENTER
All those certain lots, piece or parcel of land, lying, situate and being in the City of Virginia
Beach, Virginia, being known, numbered and designated as Parcel B-2-1-1 (4.790 acres), more or less, and Parcel B-2-1-2 (2.616 acres), more or less, on plat entitled “Subdivision Plat of Parcels B-2-1 and B-2-2 Kempsville Crossing Center Virginia Beach, Virginia, made by American Engineering and Associates and duly recorded in the Clerk’s Office of the Circuit Court of the City of Virginia Beach, Virginia as Instrument No. 20160607000483960.
TOGETHER WITH private ingress/egress easements established in Map Book 157 at page 51, Map Book 164 at page 37, Deed Book 2559 at page 1659, and recorded in Deed Book 2210 at page 1, as amended, in the aforesaid Clerk’s Office.
LESS AND EXCEPT Parcel B-2-2-1 conveyed to Southern Bank and Trust Company, a North Carolina financial institution, by Deed dated February 22, 2021 and recorded February 25, 2021 as Instrument No. 202100016238, in the aforesaid Clerk’s Office.
NOTE FOR INFORMATIONAL PURPOSES ONLY:
Tax Map No/GPIN: 1455-91-5951-0000 – Parcel B-2-1-1 Tax Map No/GPIN: 1455-92-7152-0000 – Parcel B-2-1-2
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All that certain lot, piece or parcel of land, lying, situate and being in the City of Virginia Beach,
Virginia, being known, numbered and designated as Parcel B-2-4, containing 0.934 acre, more or less, on plat entitled “Subdivision of Parcel B-2 (MB 157 PG 51) for Farm Fresh, Inc.”, made by Xxxxx, Spain, Xxxxxx & Xxxxx, P.C. and recorded in the Clerk’s Office of the Circuit Court of the City of Virginia Beach, in Map Book 164 at page 37.
TOGETHER WITH private ingress/egress easements established in Map Book 157 at page 51, Map Book 164 at page 37, Deed Book 2559 at page 1659, and recorded in Deed Book 2210 at page 1, as amended, in the aforesaid Clerk’s Office.
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NOTE FOR INFORMATIONAL PURPOSES ONLY:
Tax Map No/GPIN: 1455-92-5420-0000
EXHIBIT B
MATERIAL TERMS
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