THIRD AMENDMENT TO
PURCHASE AND SALE AGREEMENT
This
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this
“Third
Amendment”), is made as of this 8th day of February,
2017 (the “Effective
Date”), by and between USAA REAL ESTATE COMPANY, a Delaware
corporation (“Seller”);
and HC GOVERNMENT REALTY HOLDINGS,
L.P., a Delaware limited partnership, or its permitted
assigns (“Buyer”).
RECITALS
A. Seller and Buyer
entered into that certain Purchase and Sale Agreement regarding the
purchase of the Property effective as of December 28, 2016, as
amended by that certain First Amendment to Purchase and Sale
Agreement dated as of January 19, 2017, and as further amended by
that certain Second Amendment to Purchase and Sale Agreement dated
as of January 27, 2017 (collectively, the “Agreement”),
which Property is more particularly described in the
Agreement.
B. The parties have
agreed to modify and amend the Agreement as more particularly set
forth in this Second Amendment.
AMENDMENT
NOW,
THEREFORE, in consideration of the mutual promises herein and other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged by the Parties, the Parties agree as
follows:
1.
Definitions. All capitalized
terms used this in this Third Amendment but not otherwise defined
shall have their same meanings as set forth in the
Agreement.
2.
Credits. Section 6.7 of the
Agreement is hereby modified to include the following clause (iv)
following the existing language contained in Section
6.7:
(iv)
A repair and
maintenance allowance of $100,000.00 in consideration of certain
immediate repairs required on the Property and maintenance of the
HVAC systems on the Property.
3.
Ratification. The parties
hereby ratify and affirm the Agreement, which Agreement shall
remain in full force and effect, except as specifically modified by
this Third Amendment.
4.
Counterpart Signatures. This
Third Amendment may be signed in any number of counterparts, each
of which shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument.
5.
Facsimile and PDF Signatures.
Handwritten signatures to this Third Amendment transmitted by
telecopy or electronic mail (for example, through use of a Portable
Document Format or “PDF” file) shall be valid and
effective to bind the party so signing. Each party to this Third
Amendment shall be bound by its own telecopied or electronically
transmitted handwritten signature and shall accept the telecopied
or electronically transmitted handwritten signature of the other
party to this Third Amendment.
(Signatures
Follow)
IN
WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as of the date first written above.
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SELLER:
USAA
REAL ESTATE COMPANY, a
Delaware
corporation
By:
/s/ Toni M.
Fisher
Name: Toni M.
Fisher
Title:
Assistant Secretary
Date:
February 8, 2017
BUYER:
HC
GOVERNMENT REALTY HOLDINGS, L.P., a
Delaware
limited partnership
By:
/s/ Edwin M.
Stanton
Name: Edwin M.
Stanton
Title:
Chief Executive Officer
Date:
February 8, 2017
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