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Document Preview Agreement of Purchase and Sale |
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Title: |
Agreement of Purchase and Sale |
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Entities: |
BRE/Park Place Junior Mezzanine LLC; BRE/Park Place LLC; BRE/Park Place Mezzanine LLC; Chicago Title Insurance Co.; Fleet National Bank; Maguire Properties, Inc.; Maguire Properties, LP; Simpson Thacher & Bartlett |
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Date: |
2004 |
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Size: |
Preview shows 9KB of 160KB total |
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Price: |
$77 |
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ID: |
#266930 |
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AGREEMENT OF PURCHASE AND SALE
between
BRE/PARK PLACE L.L.C., Seller
and
MAGUIRE PROPERTIES, L.P., Buyer
Dated as of February 6, 2004
{PAGE}
TABLE OF CONTENTS
Exhibits
Exhibit A - Form of Tenant Estoppel Certificate
Exhibit A-1 Form of CalTrans Tenant Estoppel Certificate
Exhibit B - Form of Assignment of Leases
Exhibit C - Form of Assignment of Contracts
Exhibit D - Form of Tenant Notices
Exhibit E - Form of Release
Exhibit F - Form of Deed
Exhibit G - Form of Bill of Sale
Exhibit H - Form of FIRPTA Certificate
Exhibit I - Form of Seller Estoppel
Exhibit I-1 Form of Seller Estoppel for CalTrans
Exhibit J Form of Non-Recourse Guaranty
Schedules
Schedule A - Land
Schedule 3.1(c) - Consents
Schedule 3.2(a) - Contracts
Schedule 3.2(b) - Space Leases
Schedule 3.2(c) - Brokerage Commissions
Schedule 3.2(e) - Litigation Schedule
Schedule 3.2(f) Loan Documents
Schedule 3.4(c) Terms of Private Healthcare Lease
Schedule 10.7 - Security Deposits Held by Seller
-i-
{PAGE}
AGREEMENT OF PURCHASE AND SALE
AGREEMENT OF PURCHASE AND SALE, made as of the 6th day of
February, 2004 between BRE/PARK PLACE L.L.C., a Delaware limited liability
company ("Seller") and MAGUIRE PROPERTIES, L.P., a Maryland limited partnership
("Buyer").
Background
A. Seller is the owner of those certain parcels of land
located in Irvine, California as more particularly described on Schedule A
attached hereto (the "Land") together with the buildings, landscaping and other
improvements located on the Land, including without limitation, the six atrium
office buildings, one concourse building and one ten (10) story tower building
located at 3333, 3337, 3345-3355 Michelson Drive, Irvine, CA (the
"Improvements"; the Land and the Improvements, collectively, the "Property). The
Property, together with the Asset-Related Property (as defined below), shall be
referred to herein, collectively, as the "Asset".
B. Seller desires to sell to Buyer, and Buyer desires to
purchase from Seller, the Asset on the terms and conditions hereinafter set
forth.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Defined Terms. The capitalized terms used herein
will have the following meanings.
"Additional Deposit" shall have the meaning assigned thereto
in subsection 2.3(a).
"Additional Rent" shall have the meaning assigned thereto in
subsection 10.1(a).
"Air Space Lease" shall mean that certain Air Space Lease by
and between Crow Winthrop Operating Partnership, Seller's predecessor in
interest, as lessor thereunder, and Crow Winthrop Development Limited
Partnership, as lessee thereunder, a memorandum of which was recorded on July
30, 1985, as Instrument No. 85-279769 in the Official Records.
"Agreement" shall mean this Agreement of Purchase and Sale,
together with the exhibits and schedules attached hereto, as the same may be
amended, restated, supplemented or otherwise modified.
{PAGE}
"Asset" shall have the meaning assigned thereto in
"Background" paragraph A.
"Asset File" shall mean the materials with respect to the
Asset delivered to Buyer or its representatives by or on behalf of Seller.
"Asset-Related Property" shall have the meaning assigned
thereto in subsection 2.1(b).
"Assignment of Contracts" shall have the meaning assigned
thereto in subparagraph 6.1(a)(i)(B).
"Assignment of Leases" shall have the meaning assigned thereto
in subparagraph 6.1(a)(i)(A).
"Assumption Consent" shall have the meaning assigned thereto
in Section 2.4(a).
"Assumption Costs" shall have the meaning assigned thereto in
Section 2.4(a).
"Basket Limitation" shall mean an amount equal to $500,000.
"Bill of Sale" shall have the meaning assigned thereto in
subparagraph 6.2(a)(i)(C).
"Business Day" shall mean any day other than a Saturday,
Sunday or other day on which banks are authorized or required by law to be
closed in New York City, New York.
"Buyer" shall have the meaning assigned thereto in the
Preamble to this Agreement.
"Buyer-Related Entities" shall have the meaning assigned
thereto in Section 11.1.
"Buyer Waived Breach" shall have the meaning assigned thereto
in Section 11.3.
"Buyer's Broker" shall have the meaning assigned thereto in
Section 14.3.
"Buyer's Leasing Costs" shall have the meaning assigned
thereto in Section 10.9.
"CalTrans" shall mean the Department of Transportation of the
State of California.
"Cal Trans Estoppel" shall have the meaning assigned thereto
in Subsection 6(a)(i)(G).
"Cap Limitation" shall mean an amount equal to $7,500,000.
"Claims" shall have the meaning assigned thereto in Section
7.4.
"Closing" shall have the meaning assigned thereto in
subsection 2.5(a).
2
{PAGE}
"Closing Date" shall have the meaning assigned thereto in
subsection 2.5(a).
"Closing Documents" shall mean any, certificate, instrument or
other document delivered pursuant to this Agreement either at the Closing or in
connection with the Closing.
"Condition of the Asset" shall have the meaning assigned
thereto in subsection 7.3(b).
"Contracts" shall mean service, maintenance, supply,
construction, development and management contracts.
"Deed" shall have the meaning assigned thereto in subparagraph
6.2(a)(i)(A).
"Due Diligence Expiration Date" shall have the meaning
assigned thereto in subsection 7.2(a).
"Earnest Money" shall have the meaning assigned thereto in
subsection 2.3(a).
"Escrow Account" shall have the meaning assigned thereto in
subsection 14.5(a).
"Escrow Agent" shall have the meaning assigned thereto in
subsection 2.3(a).
"Exclusive Listing Agreement" shall mean that certain
Exclusive Leasing Listing Agreement between CB Richard Ellis and Seller dated as
of October 10, 2002.
"Existing Survey" shall mean that certain survey dated July
29, 2002, prepared by PSOMAS (by Walter A. Sheek).
"Fixed Rents" shall have the meaning assigned thereto in
subsection 10.1(a).
"Hazardous Materials" shall have the meaning assigned thereto
in subparagraph 7.3(b)(i).
"Improvements" shall have the meaning assigned thereto in
"Background" paragraph A.
"Initial Deposit" shall have the meaning assigned thereto in
subsection 2.3(a).
"IRS" shall mean the Internal Revenue Service.
"IRS Reporting Requirements" shall have the meaning assigned
thereto in subsection 14.4(d).
"Junior Mezzanine Loan" shall mean the junior mezzanine loan
to BRE/Park Place Junior Mezzanine L.L.C., held by iStar DB Seller, LLC in the
original principal amount of $14,500,000.
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