Exhibit 2.1.d
THIRD AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT
This Third Amendment to Asset Purchase and Sale Agreement (this “Amendment”) is dated as of the 7th day of July, 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.
| PURCHASER: |
| DRA FUND X-B LLC, By: /s/ Jason Borreo |
| KPR CENTERS LLC, By: /s/ Daniel Kaufthal |
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| CEDAR REALTY TRUST, INC.
By: /s/ Jennifer Bitterman |
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| CEDAR PCP-NEW LONDON, LLC
By: /s/ Jennifer Bitterman |
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CEDAR REALTY TRUST PARTNERSHIP, L.P.
By: Cedar Realty Trust, Inc., its General Partner
By: /s/ Jennifer Bitterman |
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| CEDAR-GROTON, LLC
By: /s/ Jennifer Bitterman |
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| CEDAR-JORDAN LANE, LLC
By: /s/ Jennifer Bitterman |
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| CEDAR CHRISTINA CROSSING LLC
By: /s/ Jennifer Bitterman |
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| CSC FRANKLIN VILLAGE GP, LLC
By: /s/ Jennifer Bitterman |
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| CEDAR NORWOOD, LLC
By: /s/ Jennifer Bitterman |
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| CEDAR-YORKTOWNE, LLC
By: /s/ Jennifer Bitterman |
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| CEDAR HYATTSVILLE, LLC
By: /s/ Jennifer Bitterman |
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| CEDAR-VALLEY PLAZA, LLC
By: /s/ Jennifer Bitterman |
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| OAKLAND MILLS BUSINESS TRUST
By: /s/ Jennifer Bitterman |
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| CEDAR-GLENWOOD HOLDING, LLC
By: /s/ Jennifer Bitterman |
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| CEDAR-CARMANS LLC
By: /s/ Jennifer Bitterman |
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| CEDAR QUARTERMASTER, LLC
By: /s/ Jennifer Bitterman |
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| CEDAR QUARTERMASTER II, LLC
By: /s/ Jennifer Bitterman |
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| CEDAR QUARTERMASTER III, LLC
By: /s/ Jennifer Bitterman |
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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/ Jennifer Bitterman |
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| CEDAR-TREXLER HAMILTON, LLC
By: /s/ Jennifer Bitterman |
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| CEDAR-TREXLER PLAZA 2, LLC
By: /s/ Jennifer Bitterman |
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| CEDAR TREXLER PLAZA 3, LLC
By: /s/ Jennifer Bitterman |
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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/ Jennifer Bitterman |
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| PORT RICHMOND L.L.C. 1
By: /s/ Jennifer Bitterman |
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| HAMILTON FC ASSOCIATES, L.P.
By: Cedar-Hamilton, LLC, its General Partner
By: Cedar Realty Trust Partnership, L.P., its General Partner
By: Cedar Realty Trust, Inc., its General Partner
By: /s/ Jennifer Bitterman |
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| HAMILTON FC PYLON SIGN ASSOCIATES, LLC
By: Hamilton FC Associates, L.P., its sole member
By: Cedar-Hamilton, LLC, its General Partner
By: Cedar Realty Trust Partnership, L.P., its General Partner
By: Cedar Realty Trust, Inc., its General Partner
By: /s/ Jennifer Bitterman |
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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/ Jennifer Bitterman |
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| ACADEMY PLAZA, L.L.C. 1
By: /s/ Jennifer Bitterman |
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| CEDAR-MEADOWS MARKETPLACE, LP
By: Cedar Realty Trust Partnership, L.P., its General Partner
By: Cedar Realty Trust, Inc., its General Partner
By: /s/ Jennifer Bitterman |
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| SWEDE SQUARE ASSOCIATES LLC
By: /s/ Jennifer Bitterman |
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| CEDAR-PALMYRA, LLC
By: /s/ Jennifer Bitterman |
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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/ Jennifer Bitterman |
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| CEDAR-CAMPBELLTOWN, LLC
By: /s/ Jennifer Bitterman |
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| HALIFAX PLAZA ASSOCIATES, L.P.
By: Cedar Realty Trust Partnership, L.P.
By: Cedar Realty Trust, Inc.
By: /s/ Jennifer Bitterman |
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| CEDAR-HALIFAX LAND, LLC
By: /s/ Jennifer Bitterman |
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| CEDAR HALIFAX II, LLC
By: /s/ Jennifer Bitterman |
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| CEDAR HALIFAX III, LLC
By: /s/ Jennifer Bitterman |
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| CEDAR GIRARD PLAZA, LLC
By: /s/ Jennifer Bitterman |
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| VIRGINIA GENERAL BOOTH LLC
By: /s/ Jennifer Bitterman |
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| CEDAR SECOND MEMBER LLC
By: /s/ Jennifer Bitterman |
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| CEDAR – ELMHURST, LLC
By: /s/ Jennifer Bitterman |
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| CEDAR-OAK RIDGE, LLC
By: /s/ Jennifer Bitterman |
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| CEDAR EAST RIVER PARK, LLC
By: /s/ Jennifer Bitterman |
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| CEDAR 301 40th STREET NE, LLC
By: /s/ Jennifer Bitterman |
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| CEDAR DGS GP LLC
By: /s/ Jennifer Bitterman |
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| CEDAR MN OFFICE OZ MEMBER LLC
By: /s/ Jennifer Bitterman |
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| CEDAR MN OFFICE PROMOTE MEMBER LLC
By: /s/ Jennifer Bitterman |
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EXHIBIT A
Form of Novation Agreement
PARTIAL CANCELLATION OF ASSET PURCHASE AND SALE AGREEMENT
AND NEW AGREEMENT OF SALE
(NOVATION AGREEMENT)
This Novation Agreement (hereinafter referred to as this "Novation Agreement") is hereby made and entered into as of _______, 2022 ("Novation Effective Date") by and among those entities set forth on Schedule 1 attached hereto and made a part hereof) (collectively hereinafter referred to as "Seller"), DRA FUND X-B LLC, a Delaware limited liability company (“DRA”), and KPR CENTERS LLC, a Delaware limited liability company (“KPR”; and KPR together with DRA, collectively hereinafter referred to as “Original Buyer”), and [____________], [each,] a [______________] ([collectively] hereinafter referred to as “Real Estate Purchaser”).
WHEREAS, on March 2, 2022, Seller and Original Buyer executed that certain Asset Purchase and Sale Agreement (together with any amendments, assignments or other modifications entered into from time to time prior to the Novation Effective Date collectively referred to as the "Original Agreement"). Capitalized terms not otherwise defined herein shall have the meanings assigned thereto in the Original Agreement.
WHEREAS, Original Buyer desires to cancel the Original Agreement between Original Buyer and Seller solely as it relates or is applicable to the purchase and sale of those certain Acquired Properties and that certain Acquired Leasehold set forth on Schedule 2 attached hereto (collectively, the “Subject Properties”).
WHEREAS, Seller, Original Buyer and Real Estate Purchaser desire that Real Estate Purchaser and Seller adopt the terms and conditions of the Original Agreement related or applicable solely to the Subject Properties, as modified by this Novation Agreement (as so modified, the “Subject Property Provisions”).
NOW, THEREFORE; the parties hereto in consideration of good and value consideration, including, without limitation, the allocated portion of the Purchase Price pertaining to the Subject Properties, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, agree as follows:
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If to Real Estate Purchaser:
[___________________________]
[___________________________]
[___________________________]
[___________________________]
Attention: [__________________]
Email: [____________]
with a copy to:
[___________________________]
[___________________________]
[___________________________]
[___________________________]
Attention: [__________________]
Email: [____________]
[SIGNATURES FOLLOW]
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IN WITNESS WHEREOF, the parties have executed this PARTIAL CANCELLATION OF ASSET PURCHASE AND SALE AGREEMENT AND NEW AGREEMENT OF SALE (Novation Agreement) as of the day and year herein above first written.
SELLER:
[FILL IN EACH SELLER NAME/SIG BLOCK]
By:
Name:
Title:
ORIGINAL BUYER:
DRA FUND X-B LLC,
a Delaware limited liability company
By:
Name:
Title:
KPR CENTERS LLC,
a Delaware limited liability company
By:
Name:
Title:
REAL ESTATE PURCHASER:
[__________________], a [________]
By:
Name:
Title:
Solely with respect to Section 3
hereof:
DRA GROWTH AND INCOME MASTER
FUND X-B, LLC,
a Delaware limited liability company
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By: Manageco X, LLC
a Delaware limited liability company,
its Managing Member
By: __________________
Name:
Title:
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SCHEDULE 1
SELLERS
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SCHEDULE 2
SUBJECT PROPERTIES
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Exhibit B - 1
Allocations
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| Price |
Property | Allocation |
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Meadows Marketplace | $11,000,000 |
Newport Plaza | $6,975,000 |
Palmyra Shopping Center | $10,300,000 |
Northside Commons | $9,225,000 |
Halifax Plaza | $5,500,000 |
Franklin Village | $64,000,000 |
Trexlertown Plaza - I | $41,160,000 |
Trexlertown Plaza - II | $7,840,000 |
The Point | $39,300,000 |
Christina Crossing | $25,800,000 |
Lawndale Plaza | $20,800,000 |
The Shops at Suffolk Downs | $22,000,000 |
Quartermaster Plaza - I | $27,000,000 |
Quartermaster Plaza - II | $26,100,000 |
Quartermaster Plaza - III | $46,000,000 |
Quartermaster Plaza - IV | $1,000,000 |
Fishtown Crossing | $38,000,000 |
Carman's Plaza | $51,000,000 |
Girard Plaza | $5,500,000 |
Oakland Mills | $7,722,000 |
General Booth Plaza | $13,507,000 |
Kempsville Crossing | $9,823,000 |
Elmhurst Square | $6,542,000 |
Oak Ridge Shopping Center | $4,731,000 |
Yorktowne Plaza | $28,351,000 |
Shoppes at Arts District | $20,231,000 |
Valley Plaza | $18,457,000 |
Swede Square | $22,636,000 |
Colonial Commons | $66,500,000 |
The Shops at Bloomfield Station | $14,000,000 |
Bethel Shopping Center | $28,250,000 |
Jordan Lane | $17,800,000 |
New London Mall | $31,500,000 |
Academy Plaza | $13,250,000 |
Shops at Crossroads | $39,900,000 |
Crossroads - Pylon Sign | $100,000 |
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Groton Shopping Center | $17,200,000 |
Norwood Shopping Center | $21,000,000 |
SubTotal: | $840,000,000 |
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3924 Minnesota Property $6,000,000
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| Parcel | Square | Lot | Land | Building | Total Purchase Price |
East River - I | Parcel 1 | 5083 | 146 | $130,415 | $153,490 | 283,905.08 |
East River - II N0015 | Parcel 2 | N5051 | 15 | $159,381 | $693,372 | $852,753.18 |
East River - II N0016 | Parcel 2 | N5051 | 16 | $151,808 | $724,318 | $876,126.02 |
East River - III | Parcel 3-1 | N5051 | 838 | $630,567 | $7,280,362 | $7,910,928.91 |
| Parcel 3-1 | N5051 | 840 | $10,085,459 | $10,440,684 | $20,526,142.25 |
| Parcel 3-2 | 5051 | 11 | $12,042 | $0 | $12,042.01 |
| Parcel 3-3 | 5051 | 7 | $61,104 | $0 | $61,103.84 |
| Parcel 3-4 | 5083 | 179 | $1,018,756 | $25,747 | $1,044,502.75 |
| Parcel 3-5 | 5051 | 28 | $326,557 | $599,717 | $926,273.84 |
| Parcel 3-6 | 5051 | 29 | $449,581 | $975,480 | $1,425,061.08 |
| Parcel 3-7 | 5051 | 803 | $12,234 | $0 | $12,234.22 |
Total | Parcel 3-7 | 5051 | 804 | $68,927 | $0 | $68,926.82 $34,000,000.00 |
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Senator Square |
| 5044 | 814 | $3,094,732 | $1,905,268 | $5,000,000 |
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