EXHIBIT 10.56
SECOND AMENDMENT TO AGREEMENT OF SALE
PARCEL II
AIRPORT BUSINESS CENTER
TINICUM TOWNSHIP, PA
THIS AMENDMENT is made this 17th day of December, 1996, by and among
XXXXXXXXX/TINICUM PARTNERSHIP, a Pennsylvania general partnership, INTERNATIONAL
COURT II LIMITED PARTNERSHIP, a Pennsylvania limited partnership, INTERNATIONAL
COURT III JOINT VENTURE, a Pennsylvania general partnership, XXXXXX X. XXXXXXXXX
& SON, a Pennsylvania general partnership, and XXXXX X. XXXXXXXXX, an individual
(hereinafter collectively referred to as "Sellers" and each individually as
"Seller"), and CALI REALTY ACQUISITION CORPORATION ("Buyer"), a Delaware
corporation.
BACKGROUND
A. Sellers and Buyer have entered into a certain Agreement of Sale
dated October 23, 1996, as amended by an Amendment to Agreement of Sale dated
December 3, 1996 (as amended, the "Agreement of Sale"), pursuant to which each
Seller agreed to sell to Buyer certain property owned by it, and Buyer agreed to
purchase from each Seller such property, all of which such property is commonly
known as the Airport Business Center, Parcel II, and is located in Tinicum
Township, Delaware County, Pennsylvania, and more fully described in the
Agreement of Sale.
B. The Sellers and Buyer desire to amend the Agreement of Sale.
C. Capitalized terms used herein but not defined herein shall have the
meaning ascribed to such terms in the Agreement of Sale.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, and intending to be legally bound hereby,
the parties agree as follows:
1. The Xxxxxxxxx Group Lease. At Closing and as a condition to Buyer's
obligations hereunder and under the Agreement of Sale, International Court II
Limited Partnership, shall cause The Xxxxxxxxx Group, Inc. to execute and
deliver to Buyer an amendment (the "Lease Amendment") to its existing lease for
Suite 210 in the International Court II Building (the "Lease"). At Closing, and
as a condition to Buyer's obligations hereunder and under the Agreement of Sale,
Xxxxxx X. Xxxxxxxxx & Son and Xxxxx X. Xxxxxxxxx shall execute and deliver to
Buyer a guaranty of lease agreement pursuant to which each of them shall
guaranty and become a surety for the obligations of The Xxxxxxxxx Group, Inc.
under the Lease (the "Xxxxxxxxx Guaranty"). The Lease Amendment and the Guaranty
shall be in the form attached hereto as Exhibits "A" and "B", respectively.
2. Declaration. The Buildings and the Parcel are encumbered by a
Declaration of Airport Business Center Protective Covenants and Easements dated
April 25, 1986, amended by a First Amendment dated April 5, 1989, and clarified
by a Clarification of First Amendment dated October 31, 1989, all of which are
recorded in the Recorder of Deeds Office in and for Delaware County,
Pennsylvania (the "Recorder's Office") (as amended and clarified, the
"Declaration"). By that Declarant Assignment dated September 1, 1987 and
recorded in the Recorder's Office at Volume 660, page 1320, all of the rights of
the Declarant (as defined in the Declaration) where assigned to Xxxxxx X.
Xxxxxxxxx & Son and Xxxxx X. Xxxxxxxxx.
Xxxxxx X. Xxxxxxxxx & Son and Xxxxx X. Xxxxxxxxx for the
purposes of this Amendment are sometimes hereinafter referred to collectively
as, the "Declarant". At Closing, and as a condition to Buyer's obligations
hereunder and under the Agreement of Sale, Sellers shall cause Declarant to:
A. Execute and deliver to Buyer an instrument, in form and
substance reasonably acceptable to Buyer and in recordable form, providing for
the amendment of the Declaration to release and remove the rights, benefits and
obligations of the Declaration and the Declarant (other than Article II
thereunder) from the Buildings and the Parcel, including, among other things,
the deletion of Article III, the deletion of any right by Declarant to make any
assessments against any Building or the Parcel, the deletion of any requirement
by the owner of any Building or the Parcel to make any payments or contributions
to Declarant and the removal of any right of Declarant to place a lien against
any Building or the Parcel.
B. Execute and deliver to Buyer an instrument, in form and
substance reasonably acceptable to Buyer and in recordable form, terminating the
easements for storm water detention facilities burdening that portion of the
Parcel identified as Lot 4 of Parcel II of the Airport Business Center on the
Airport Business Center Plan (as defined in the Declaration), and designating
the Airport Business Center Common Areas burdening any Building or the Parcel as
Airport Business Center Limited Common Areas (as defined in the Declaration).
C. Execute and deliver to Buyer an instrument, in form and
substance reasonably acceptable to Buyer and in recordable form, pursuant to
which Declarant for themselves and their successors and assigns shall covenant
and agree to waive any requirements imposed against any Building or the Parcel
or any owner thereof or and waive any rights granted to Declarant under Article
II of the Declaration as they relate to any Building or to the Parcel.
D. Execute and deliver such documents and plans as may be
reasonably requested by Buyer to further the intent of this Paragraph.
Following Closing, Declarant agrees to use its reasonable
efforts to cause the Owners of all Building Sites (as defined in the
Declaration) to execute and deliver an amendment to the Declaration releasing
and removing the Buildings and the Parcel from the burden and benefit of the
Declaration, including Article II of the Declaration. The foregoing sentence
shall not limit the obligations of the Declarant set forth above.
3. Legal Description. Each Seller agrees that the Deed that it shall
deliver shall, at Buyer's option, contain a legal description of the Building or
Parcel that such Seller is conveying based upon the final survey thereof to be
prepared by Brandywine Valley Engineers, Inc., a copy of which will be provided
to each Seller, but in no event shall any Seller be required to convey any
property that it does not own.
4. Closing. Closing shall occur on or before December 20, 1996.
5. Deposit. Buyer shall deliver to Title Company the Second Deposit of
$250,000 upon the full execution of this Amendment.
6. Remedies - Parcel. In the event Buyer defaults in its performance of
its obligations set forth in Paragraph 26 of the Agreement of Sale Xxxxxx X.
Xxxxxxxxx & Son and Xxxxx X. Xxxxxxxxx shall be entitled to exercise any and all
rights and remedies that may be available at law or in equity. The Form of Cali
Guaranty attached to the Agreement of Sale as Exhibit "G" shall be modified to
clarify that Cali Realty Corporation's obligations are primary.
7. No Other Changes. Except as specifically amended by the foregoing,
all of the terms, conditions, covenants and agreements in the Agreement of Sale
shall remain unaltered and of full force and effect.
8. Miscellaneous. This Amendment shall be governed and construed
according to the laws of the Commonwealth of Pennsylvania. This Amendment shall
inure to the benefit of, and be binding upon, the parties hereto and their
respective successors and assigns.
9. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original as to any party
whose signature appears thereon, and all of which when taken together shall
constitute one and the same instrument. The parties agree to accept and rely on
facsimile copies of signatures as originals. The parties may rely on facsimile
copies as originals.
10. Survival. The provisions of this Amendment shall survive the
Closing and shall not merge into the Deeds.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Agreement to be signed the day and year first above
written.
SIGNATURES ON FOLLOWING PAGE
SELLERS:
XXXXXXXXX/TINICUM PARTNERSHIP
By: XXXXXXXXX DELAWARE CORP., general
partner
By: _________________________________
XXXXXXXXX XXXXXX CORP., general partner
By: _________________________________
INTERNATIONAL COURT II LIMITED PARTNERSHIP
By: XXXXXXXXX INTERSTATE CORP., its sole
general partner
By:_________________________________
INTERNATIONAL COURT III JOINT VENTURE
By: XXXXXXXXX XXXXXX CORP., general partner
By:_________________________________
ADWIN REALTY COMPANY, general partner
By:_________________________________
XXXXXX X. XXXXXXXXX & SON
By:_________________________________
General Partner
By:_________________________________
General Partner
SIGNATURES CONTINUED ON FOLLOWING PAGE
---------------------
XXXXX X. XXXXXXXXX
BUYER:
CALI REALTY ACQUISITION CORPORATION
By:_________________________________
