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EXECUTION VERSION

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT


40 THORNDIKE STREET, CAMBRIDGE, MA
This Third Amendment to Purchase and Sale Agreement, 40 Thomdike Street,
Cambridge, MA (this Third Amendment) is entered into as of September ,2014 by
and between the Commonwealth of Massachusetts, acting by and through its Division of
Capital Asset Management and Maintenance, as Seller (DCAMM) and LMP GP
Holdings LLC, a joint venture between affiliates of Leggat McCall Properties, LLC of
Boston and Granite Properties, Inc. of Dallas, Texas, as Buyer (Buyer).
RECITALS
A. Reference is made to the Purchase and Sale Agreement, 40 Thorndike Street,
Cambridge, MA dated January 16, 2013 (the Original P&S Agreement) by and
between DCAMM and Buyer pertaining to the former Edward J. Sullivan
Courthouse located at 40 Thomdike Street, Cambridge, MA (the Property), as
amended by First Amendment dated April 22, 2013, and Second Amendment
dated July 16, 2013, to the Original Purchase and Sale Agreement, 40 Thorndike
Street, Cambridge, MA (together, the P&S Agreement).
B. Capitalized terms used in this Third Amendment to P&S Agreement which are
not defined shall have the meanings ascribed to them in the P&S Agreement.
C. Pursuant to the P&S Agreement, the Closing Date scheduled to occur on
December 31, 2013, was extended to March 31, 2014, with an outside relocation
date of September 30, 2014.
D. In accordance with Section 10 of the P&S Agreement, the Middlesex Sheriffs
Office jail and community corrections programs were relocated from the Property
on June 27, 2014, and DCAMM is prepared to deliver possession of the Property
in accordance with the P&S Agreement.
Agreement
Now, therefore, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, DCAMM and Buyer hereby agree as follows:
1. Notwithstanding anything to the contrary in the P&S Agreement, the time for
performance under the P&S Agreement shall have an outside Closing Date of
December 30, 2016 at 11:00 am. Either DCAMM or Buyer may set a specific
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Closing Date on or before that date by giving 30 days written notice to the other
party, with time being of the essence.
2. Notwithstanding anything to the contrary in the P&S Agreement, the Additional
Deposit in the amount of $3,300,000.00, shall be nonrefundable to the Buyer for
any reason whatsoever and shall be payable and released to the Commonwealth as
of the date of this Third Amendment.
3. Except as amended hereby, the P&S Agreement shall continue in full force and
effect and is hereby ratified and confirmed.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have executed this Third
Amendment to P&S as of the
9day
of September, 2014.
SELLER:
COMMONWEALTH OF MASSACHUSETTS acting by
and through its Division of Capital Asset Management and
Maintenance
B
Carol J. Cornelisoi<Commissioner
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iN WITNESS WHEREOF, the parties hereto have executed this Third
Amendment as of the
LCi*day
of September, 2014
BUYER:
LMP GP HOLDINGS LLC
By: LMP Thomdike LLC, its manager
By:
_________________________
hereunto duly authorized
Name: Ii(-J
Title: Manager
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