SECOND AMENDMENT
TO
PURCHASE AND SALE AGREEMENT
Reference is hereby made to the following:
A. That certain Purchase and Sale Agreement dated as of June 14, 2000,
by and between Xxxxxx X. Xxxxxx or Xxxxxx X. XxXxxxxx, as Trustee
and not individually for GOVERNMENT CENTER GARAGE TRUST, as Seller,
and XXX XXXXXXXX XXXXXX JV LLC, as Purchaser, as amended by First
Amendment to Purchase and Sale Agreement dated as of July 27, 2000
(as so amended, the "Purchase and Sale Agreement").
B. That certain Sale and Construction Agreement (the "Sale and
Construction Agreement"), dated as of December 21, 1983, by and
among the City of Boston, acting by and through its Public
Facilities Commission, the Boston Redevelopment Authority (the
"BRA") and Xxxxx Xxxxxxxx and Xxxxxxx X. Xxxxx, as Trustees of the
Government Center Garage Realty Trust.
C. Purchaser and Seller desire to amend the Purchase and Sale Agreement
as hereinafter set forth.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, in hand this day paid, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. All capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Purchase and Sale Agreement.
2. The Buyer's obligation to purchase the Property under the Purchase
and Sale Agreement shall be conditioned upon delivery by the Seller of the
Certificate of Completion referred to in Section 304 of the Sale and
Construction Agreement. Accordingly, Section 8(r) of the Purchase and Sale
Agreement is hereby amended to read as follows and a new Section 8(s) is
hereby inserted as follows:
"(r) A Certificate of Completion (the "CERTIFICATE OF Completion"),
which Certificate of Completion shall have been furnished to the
Seller by the Boston Redevelopment Authority pursuant to Section 304
of that certain Sale and Construction Agreement, dated as of
December 21, 1983, by and among the City of Boston, acting by and
through its Public Facilities Commission, the Boston Redevelopment
Authority and Xxxxx Xxxxxxxx and Xxxxxxx X. Xxxxx, as Trustees of
the Government Center Garage Realty Trust.
(s) All other documents the Seller is required to deliver pursuant
to the provisions of this Agreement, including without limitation,
any documents required to assign the General Services Administration
Lease."
3 Furthermore, Article 14 of the Purchase and Sale Agreement is also
amended to include the following:
"14.4 SELLER'S FAILURE TO DELIVER CERTIFICATE OF COMPLETION.
Notwithstanding anything to the contrary contained herein, if the
Closing fails to occur by reason of the Seller's inability or
failure to deliver the Certificate of Completion pursuant to Section
8(r) hereof, then the Seller may at its option elect to extend the
Closing Date to the date which is thirty (30) days after the Closing
Date (as such term is defined in Section 1.2 hereof), unless such
day is not a day on which the Registry of Deeds and the Suffolk
Registry District of the Land Court of Suffolk County, Massachusetts
are open for business, in which case, the Closing shall take place
on the next day on which such offices are open, upon written notice
of such election delivered to the Purchaser on or before three (3)
days prior to the originally scheduled Closing Date."
4. The Purchase and Sale Agreement is, in all other respects, hereby
ratified and confirmed.
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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the ____day of _____________, 2000.
SELLER:
GOVERNMENT CENTER GARAGE REALTY TRUST
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxx or Xxxxxx X. XxXxxxxx,
as Trustee and not individually, at the
direction of GCGA Limited Partnership,
sole Beneficiary of Government Center
Garage Realty Trust
PURCHASER
ONE CONGRESS STREET JV LLC
By: RAK GROUP ACQUISITION
CORPORATION, as an Authorized
Member
By: /s/ Xxxxxxx X. Xxxxxx
----------------------
Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signatory
