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EXHIBIT 2.6
CLOSING DAY AMENDMENT TO
PURCHASE AGREEMENT
BY AND AMONG
RIG HUNT RIVER COMMONS, LLC
RIG PARADISE PAVILION, LLC
RIG HILLTOP PLAZA, LLC
RIG NORMANDY SQUARE, LLC
AND
NEW PLAN EXCEL REALTY TRUST, INC.
Dated as of December 12, 2002
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CLOSING DAY AMENDMENT TO PURCHASE AGREEMENT
This CLOSING DAY AMENDMENT TO PURCHASE AGREEMENT (this "Agreement"), dated
as of December 12, 2002 by and among RIG Hunt River Commons, LLC, RIG Paradise
Pavilion, LLC, RIG Hilltop Plaza, LLC and RIG Normandy Square, LLC, all of which
are Delaware limited liability companies (collectively, "Seller") and New Plan
Excel Realty Trust, Inc., a Maryland corporation ("Purchaser").
RECITALS:
A. Seller and Purchaser entered into that certain Purchase Agreement
dated as of October 17, 2002 (as heretofore amended and as joined in by RIG
Normandy Square, LLC, the "Purchase Agreement").
B. The parties hereto desire to modify certain terms of the Purchase
Agreement.
NOW THEREFORE, in consideration of the terms, covenants and conditions
contained in this Agreement, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser
agree as follows:
I. AMENDMENTS
1.1 The definition of the term "Assumed Indebtedness" in the Purchase
Agreement is hereby modified to mean the Indebtedness with respect to the
Properties under the Purchase Agreement described on Schedule 1.1 attached
hereto and made a part hereof.
1.2 Seller agrees that, upon Purchaser's payment in full of any
promissory note made and issued pursuant to Section 2.2 of the Purchase
Agreement, Seller shall promptly cancel said note and return the same to
Purchaser. The provisions of this Section shall survive the Closing.
1.3 The following sentence shall be added to the end of Section 2.4(d):
"In the event of a real estate tax re-assessment relating to a year prior to the
year in which the Closing Date occurs (a "PRIOR YEAR"), whether arising by
reason of a tax appeal, certiorari proceeding or otherwise, which re-assessment
increases the amount of taxes due in respect of such Prior Year, then any such
increase in taxes shall be treated as an unpaid amount under this Section 2.4(d)
and Purchaser shall be given a credit for such amount as part of the Final
Closing Adjustment. The obligations of Seller under the immediately preceding
sentence will survive until the date of the Final Closing Adjustment. Purchaser,
with respect to any amount that Seller must pay to Purchaser pursuant to this
provision, shall use commercially reasonable efforts to collect any amounts
payable toward such tax bill increases or assign its rights to collect the same
from tenants under their leases."
1.4 Section 11.5(a)(ii) of the Purchase Agreement is hereby amended by
deleting "$1,000,000" and replacing it with "$6,500,000."
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1.5 Seller hereby agrees to cause EIG Operating Partnership, L.P., a
Delaware limited partnership and an entity under common control with Seller (the
"OP"), to guarantee the post-closing obligations of Seller under the Purchase
Agreement (the "OBLIGATIONS"), subject to the terms of the Purchase Agreement,
and to cause the OP to subject the security held in escrow under Section 11.7 of
that certain Purchase Agreement dated October 17, 2002 between Purchaser and the
OP (as amended, the "OP PURCHASE AGREEMENT") and that certain Closing Escrow
Agreement dated as of the date hereof, between the OP, Purchaser, Excel Realty
Partners, L.P., Fidelity National Title Insurance Company of New York, and EIG
Realty, Inc. to claims of Purchaser with respect to the Obligations. Section
11.7 of the Purchase Agreement is hereby modified by deleting the requirement
that Seller place $1,000,000.00 into escrow to stand as security for performance
of the Obligations.
1.6 Notwithstanding anything to the contrary in Section 12.9 of the
Purchase Agreement, to the extent that any lenders are being provided with new
title policies instead of endorsements to their existing title policies,
Purchaser and Seller shall split the cost of same; provided, however, that
Seller's maximum liability in respect of such new policies shall be $37,500.00
under all Sale Agreements.
II. MISCELLANEOUS
2.1 DEFINED TERMS: All capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Purchase Agreement. The term
"this Agreement" in the Purchase Agreement shall be deemed to be the Purchase
Agreement and all amendments thereto.
2.2 ADMINISTRATION AND INTERPRETATION: The administration provisions,
including, without limitation, the notice, governing law, and counterparts
provisions of the Purchase Agreement are incorporated herein.
2.3 EXHIBITS AND SCHEDULES: The Recitals to this Agreement and the
Exhibits and Schedules attached hereto are hereby incorporated by reference into
the body of this Agreement and made a part hereof.
2.4 AMENDMENT: Except as specifically herein set forth, all of the terms,
covenants and conditions of the Purchase Agreement shall remain unmodified, in
full force and effect and shall be binding upon the parties hereto and their
respective successors and assigns.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers thereunto duly authorized all as of the date first
written above.
RIG HUNT RIVER COMMONS, LLC
RIG PARADISE PAVILION, LLC
RIG HILLTOP PLAZA, LLC
RIG NORMANDY SQUARE, LLC
By: Rhino Investment Group, LLC, the sole member of
each of the above-listed entities
By: /s/ George B. Huber
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Name: George B. Huber
Title: President
NEW PLAN EXCEL REALTY TRUST, INC.
By: /s/ Steven F. Siegel
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Name: Steven F. Siegel
Title: Executive Vice President
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