EXHIBIT 10.5
SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT
(MEDTRONICS BUILDING)
This Second Amendment To Purchase and Sale Contract (this "Amendment") is
entered into as of the 23rd day of November, 1999, by and between CENTURY
PENSION INCOME FUND XXIII, a California limited partnership ("Seller"), and
PACIFICA ENTERPRISES L.A., LLC, a California limited liability company
("Purchaser"), with respect an escrow established with Chicago Title Company, as
Escrow No. 91005530-X70 (the "Escrow").
Reference is made to that certain Purchase and Sale Contract dated as of
September 23, 1999 between Purchaser and Seller, as amended by an Amendment
dated as of November 10, 1999 (collectively, the "Contract"). Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in
the Contract.
NOW THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Purchaser and Seller desire to further amend
the Contract pursuant to the terms set forth below.
1. PURCHASE PRICE. For valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the Purchase Price is hereby
reduced by the sum of $150,000 from $3,000,000 to $2,850,000.
2. WAIVER OF CONTINGENCIES/RESCISSION OF NOTICE. Purchaser hereby
rescinds its notice of termination dated as of November 17, 1999 (the "Notice").
Purchaser hereby agrees and acknowledges that all of the contingencies relating
to the Feasibility Period have been satisfied or waived. Purchaser acknowledges
that at 5:00 p.m., Pacific Daylight Savings Time on November 22, 1999, the
Feasibility Period expired and Purchaser waived its right to terminate this
Contract after said date and time.
3. REOPEN ESCROW. Purchaser hereby agrees to reopen the Escrow with
Chicago Title Company (the "Escrow Holder"), redeposit the Deposit (of $50,000)
in immediately available funds, and provide written proof of Escrow Holder's
receipt of such Deposit to Seller within one (1) day after execution of this
Amendment. The Deposit is non-refundable to Purchaser (subject to Seller
performing under the terms of the Contract, and the other applicable express
provisions set forth in the Contract).
4. CLOSING DATE. This Amendment shall reaffirm that the Closing Date
shall occur on December 2, 1999 (subject to the extension rights of Seller set
forth in Section 7.1.2 of the Contract).
5. MEDTRONICS CLAIMS. Notwithstanding any other provisions contained in
the Contract, Purchaser agrees and acknowledges that upon the Closing Date
Purchaser will assume whatever rights, if any, Seller may have with respect to
that certain lease dated September 30, 1986, as amended (the "Lease") made
between Seller's predecessor-in-interest and Medtronics Blood Systems, Inc..
Purchaser hereby agrees to release Seller from any and all claims or liabilities
arising from Seller's enforcement of, or its failure to enforce, any of the
provisions of the Lease or Seller's rights thereunder.
6. COUNTERPARTS. This Amendment may be executed in counterparts, each of
which when compiled together shall constitute one and the same original.
All other terms and conditions of the Contract remain unmodified and in
full force and effect.
IN WITNESS WHEREOF, Seller and Purchaser have entered into this Amendment
as of the date written above.
"SELLER"
CENTURY PENSION INCOME FUND XXIII
a California limited partnership
By:Fox Partners V,
a California limited partnership,
its general partner
By:Fox Capital Management Corporation,
a California corporation,
its general partner
By:
Name:
Its:
"PURCHASER"
PACIFICA ENTERPRISES L.A., LLC,
a California limited liability company
By:
Name:
Its:
