FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment"),
dated February 21, 1997 for reference purposes, is entered into by and between
PACIFIC GULF PROPERTIES INC., a Maryland corporation ("Purchaser"), and
CORPORATE REALTY INCOME FUND I, L.P., a Delaware limited partnership ("Seller'),
with reference to the following facts:
A. Seller and Purchaser have previously executed and delivered that certain
Purchase and Sale Agreement dated February 5, 1997 (the "Agreement") with
respect to the purchase and sale of the Xxxxx River Building at 0000 Xxxxxxxxx
Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx. Terms used herein shall have the meanings
given thereto in the Agreement.
B. Purchaser and Seller now desire to amend the Agreement as hereinafter
set forth.
NOW THEREFORE, in consideration of the foregoing recitals, and
the mutual covenants contained herein, Purchaser and Seller hereby agree as
follows:
1. The date of February 2l, 1997 appearing in the first sentence of
Sections 3.2 and 3.5 of the Agreement is hereby extended to February 26, 1997;
provided, however, that Purchaser hereby agrees that Purchaser is satisfied with
the results of its due diligence with respect to the Property except for those
items set forth in Purchaser's title objection letter dated February 20, 1997 as
supplemented by Purchaser's supplement to such title objection letter of even
date herewith and the added Purchaser conditions set forth below.
2. The written evidence required by Section 7.2(g) of the Agreement may be
included in the Tenant Estoppel Certificate required by Section 7.2(e) of the
Agreement. Sections 7.2(e) and (g) of the Agreement are hereby amended to
require that written evidence and Estoppel required thereby shall be delivered
to Purchaser by facsimile telecommunication on or before two (2) days prior to
the Closing Date, and that the originals of such documents be delivered to
Purchaser on or before one (1) day prior to the Closing Date.
3. The following additional Purchaser condition is hereby added as a new
subsection (h) to Section 7.2 of the Agreement:
(h) On or before February 26, 1997, Purchaser shall have obtained its Board
of Director's approval of the transactions contemplated by this Agreement. This
condition shall be deemed satisfied unless Purchaser provides Seller
-1-
written notice that it has not been satisfied on or before February 26, 1997.
4. This Amendment may be executed in counterparts, each of which shall be
deemed an original and all of which shall constitute one and the same agreement
with the same effect as if all parties had signed the same signature page. This
Amendment shall be deemed executed and delivered upon each party's delivery of
executed signature pages, which signature pages may be delivered by facsimile
with the same effect as delivery of the originals.
5. Except as expressly set forth herein, the Agreement remains unmodified
and in full force and effect.
IN WITNESS WHEREOF, Purchaser and Seller have executed this Amendment of
the date first set forth above.
PURCHASER:
PACIFIC GULF PROPERTIES INC.,
a Maryland corporation
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------
Xxxxxx X. Xxxxxxx
Executive Vice President
By: /s/ Xxxxxx X. Xxxxx
-----------------------
Xxxxxx X. Xxxxx
Senior Vice President
[SIGNATURES CONTINUED ON NEXT PAGE]
-2-
[SIGNATURES CONTINUED PROM PRIOR PAGE]
SELLER:
CORPORATE REALTY INCOME FUND I,
L.P., a Delaware limited
partnership
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
-----------------------
Xxxxxx X. Xxxxxxx, Xx.,
General Partner
By: 1345 REALTY CORPORATION,
General Partner
By:/s/ Xxxxxx X. Xxxxxxx, Xx.
-----------------------
Xxxxxx X. Xxxxxxx, Xx.,
President
-3-