ARDEN REALTY, INC.
0000 XXXXXXXX XXXXXXXXX
XXXXX 000 X
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
(000)-000-0000
FAX (000)-000-0000
Xxxxx 00, 0000
XXX XXXXXXXXX & FIRST CLASS MAIL (000) 000-0000
6800 OWENSMOUTH, INC.
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Attn. Xxxxxx Xxxxxxxxxx
President
Re: 0000 Xxxxxxxxxx Xxxxxx, Xxxxxx Xxxx
Gentlemen:
Reference is made to that certain Agreement of Purchase and Sale
and Escrow Instructions dated November 22, 1996 ("Purchase
Agreement"), between Arden Realty Limited Partnership, a Maryland
limited partnership as purchaser ("Arden"), and 6800 Owensmouth, Inc.,
a California corporation, as seller ("Seller") covering that certain
improved real property commonly known as 0000 Xxxxxxxxxx Xxxxxx,
Xxxxxx Xxxx, Xxxxxxxxxx ("Property"). On December 16, 1996 and again
on December 20, 1996 Arden delivered notices to Seller rejecting the
Property. Seller disputed the genuineness of the rejection notices and
litigation between Arden and Seller ensued ("Litigation"). Seller and
Arden have now agreed to attempt to resolve their differences and
settle and dismiss the Litigation by Seller and Arden entering into a
Settlement Agreement dated of even date herewith ("Settlement
Agreement") and Arden agreeing to purchase and Seller agreeing to sell
the Property in accordance with the terms of the Purchase Agreement as
amended by this letter agreement ("Amendment") for a full cash
Purchase Price of Seven Million Five Hundred Thousand and No/100
Dollars ($7,500,000.00) upon the following additional or modified
terms and conditions:
1. Capitalized terms used in this letter shall have the same
meaning given to them in the Purchase Agreement unless defined,
redefined or modified herein.
2. The Purchase Price for the Property shall be $7,500,000.00
payable in cash, in immediately available funds at Closing.
3. Commencing as of the date of this Amendment and for the period
ending at 5:00 pm PST on Xxxxx 00, 0000, Xxxxx shall have the
unfettered right to approve or disapprove all matters and things that
are subject to Arden's rights of review, inspection and approval
pursuant to the Purchase Agreement as amended hereby, including the
physical aspects of the Improvements and the mechanical and electrical
systems and an updated rent roll certified by Xxxxxx Xxxxxxxxxx and
review of the tenant lease files ("Extended Approval Period").
Arden's failure either to approve or disapprove said matters before
the expiration of the Extended Approval Period as aforesaid shall be
deemed its approval thereof. If Arden disapproves any of said
matters, Arden shall notify Seller in writing thereof within the time
period specified above whereupon, this Amendment shall terminate and
be of no further force or effect and the parties shall return to their
original position pursuant to the original Purchase Agreement and the
Litigation. Seller agrees that, during the Extended Approval Period,
Arden shall be allowed the opportunity to secure new Tenant Estoppel
Certificates from the tenants in the form of Exhibit "D" to the
Purchase Agreement, but the failue to obtain any of them shll not be a
condition of Closing.
4. If Arden approves of or does not disapprove of the Property
during the Extended Approval Period, Arden's Deposit shall become non-
refundable and liquidated damages to Seller in the event that Arden
does not Close the purchase of the Property in accordance with the
terms and conditions of the Purchase Agreement as amended hereby.
5. The Closing of the purchase and sale shall occur on or before
March 28, 1997 and upon at least 24 hours written notice from Arden to
Seller.
6. Except to extent set forth above, Seller and Arden hereby
reaffirm and ratify the Purchase Agreement as amended hereby with the
understanding between them that if Arden disapproves of the Property
during the Extended Approval Period, the parties shall be returned to
their original position prior to entering into a Settlement Agreement
and this Amendment.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return a copy of this Amendment for our
files.
Sincerely,
ARDEN REALTY LIMITED PARTNERSHIP,
By: Arden Realty, Inc.
Its general partner
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Chief Executive Officer
Accepted and Agreed to this
25th day to March 1997
6800 Owensmouth, Inc.
a California corporation,
By:/s/ Xxxxxx Xxxxxxxxxx
Xxxxxx Xxxxxxxxxx
President
cc: Xxxxxx X. Xxxxxxx
Brig Xxxx
Xxxxxxx X. Xxxxxx, Esq. (000) 000-0000
Xxxxx Xxxxxxxxx, Esq. (000) 000-0000
Xxxx Xxxxxx (000) 000-0000
Xxxxxx Xxxxx, Esq. (000) 000-0000
