Exhibit 10.17
FIRST AMENDMENT TO AGREEMENT OF SALE
THIS FIRST AMENDMENT TO AGREEMENT OF SALE (the "First Amendment") is made
as of the 23rd day of November, 2005, by and between CARFAX ENTERPRISES LIMITED
PARTNERSHIP, a Virginia limited partnership ("Seller"), and COLUMBIA EQUITY
TRUST, INC., a Maryland corporation ("Purchaser").
RECITALS:
R-1. Seller and Purchaser are parties to that certain Agreement of Sale
having an Effective Date of November 10, 2005 (the "Agreement of Sale") for the
sale and purchase of the Properties as specified and defined therein (all
capitalized terms not otherwise defined herein shall have the respective
meanings set forth in the Agreement of Sale).
R-2. Seller and Purchaser have agreed to certain amendments to the
Agreement of Sale subject to and in accordance with the terms and provisions of
this First Amendment.
NOW, THEREFORE, in consideration of the mutual promises set forth herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. Seller and Purchaser each acknowledges and agrees that the original
intent of the parties as evidenced in the Agreement of Sale was to consummate
the transactions contemplated in the Agreement of Sale with respect to the
Oakton Property and the Towngate Property on a joint contemporaneous basis.
Seller and Purchaser now have agreed that the transaction contemplated in the
Agreement of Sale with respect to the Oakton Property and the transaction
contemplated in the Agreement of Sale with respect to the Towngate Property
shall be consummated separately subject to and in accordance with the terms and
provisions of the Agreement of Sale applicable to each of the Oakton Property
and the Towngate Property. Seller and Purchaser each confirms and agrees that
all of the terms and provisions of the Agreement of Sale shall be interpreted so
as to effectuate the foregoing intent and agreement of the parties to the
fullest extent possible. In furtherance and not in limitation of the foregoing,
Seller and Purchaser each specifically agrees (a) that occurrence of the "Oakton
Closing" (as hereinafter defined) and the "Towngate Closing" (as hereinafter
defined) shall not in any manner be related to or conditioned upon the
occurrence of the other Closing; (b) that Purchaser, by consummating the Oakton
Closing, shall not thereby have any obligation to consummate the Towngate
Closing; and (c) that in the event Purchaser exercises its right under Section
12(b) of the Agreement of Sale to terminate the Agreement of Sale with respect
to the Oakton Property on or before the Oakton Study Period Termination Date,
then Seller shall have the right to terminate the Agreement of Sale with respect
to the Towngate Property by delivering written notice of such termination within
three business days of Seller's receipt of Purchaser's termination notice under
Section 12(b), in which event the Towngate Deposit and all accrued interest
thereon shall be refunded to Purchaser, and no party shall have any further
rights, liabilities, or obligations in connection with the Agreement of Sale
with respect to the Towngate Property, except for those which may arise under
Section 12(c) of the Agreement of Sale with respect to the Towngate Property.
All references in the Agreement of Sale to "Properties" shall be deemed to mean
and
refer to each of the Oakton Property and the Towngate Property, as may be
applicable and as the context may require.
2. Section 2 of the Agreement of Sale is hereby deleted in its entirety and
the following new Section 2 is hereby inserted in lieu thereof:
"2. PRICE AND PAYMENT.
(A) The aggregate purchase price for the Properties shall be the
sum of TWENTY-SIX MILLION EIGHT HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS
($26,850,000.00) (the "Purchase Price"). The Purchase Price shall be allocated
between the Properties as follows: SIXTEEN MILLION AND 00/100 DOLLARS
($16,000,000.00) as and for the purchase price for the Oakton Property (the
"Oakton Purchase Price"), and TEN MILLION EIGHT HUNDRED FIFTY THOUSAND AND
00/100 DOLLARS ($10,850,000.00) as and for the purchase price for the Towngate
Property (the "Towngate Purchase Price").
(B) The Oakton Purchase Price shall be payable as follows:
(i) Not later than 5:00 o'clock p.m. (local Virginia time)
on the second business day following the full execution of this Agreement by
Seller and Purchaser, Purchaser shall deliver, or cause to be delivered, the sum
of ONE HUNDRED TWENTY THOUSAND AND 00/100 DOLLARS ($120,000.00) (the "Oakton
Initial Deposit"), by wire transfer of immediately available federal funds
actually received, to Commercial Title Group, 0000 Xxxxxxxx Xxxxxx Xxxxx, Xxxxx
000, Xxxxxx, Xxxxxxxx 00000 (the "Escrow Agent" or the "Settlement Agent").
(ii) On condition that this Agreement is not terminated by
Purchaser with respect to the Oakton Property in accordance with Section 12
hereof, Purchaser, not later than 5:00 o'clock p.m. (local Virginia time) on the
second business day following the Oakton Study Period Termination Date (as
defined in Section 12(a) hereof), shall increase the Oakton Initial Deposit to
SIX HUNDRED THOUSAND AND 00/100 DOLLARS ($600,000.00) by delivering to the
Escrow Agent an additional deposit (the "Oakton Additional Deposit") in the
amount of FOUR HUNDRED EIGHTY THOUSAND AND 00/100 DOLLARS ($480,000.00), in the
form of immediately available federal funds actually received (the Oakton
Initial Deposit and the Oakton Additional Deposit being hereinafter referred to
as the "Oakton Deposit").
(iii) If Purchaser exercises its option to extend the Oakton
Closing Date for up to an additional thirty (30) days in accordance with Section
3 hereof, then Purchaser, not later than 5:00 o'clock p.m. (local Virginia time)
on the second business day following the "Oakton Closing Extension Date" as
defined in Section 3 hereof, shall increase the Oakton Deposit to NINE HUNDRED
THOUSAND AND 00/100 DOLLARS ($900,000.00) by delivering to the Escrow Agent an
additional deposit (the "Oakton Extension Deposit") in the amount of THREE
HUNDRED THOUSAND AND 00/100 DOLLARS ($300,000.00), in the form of immediately
available federal funds actually received (the Oakton Deposit and the Oakton
Extension Deposit being hereinafter referred to as the "Oakton Deposit").
References in
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all other provisions of this Agreement to the "Deposit" shall be deemed to mean
and refer to the Oakton Deposit as may be applicable and as the context may
require.
(iv) On condition that this Agreement is not terminated by
Purchaser in accordance with Section 12 hereof, the Oakton Deposit shall be
non-refundable, except as specifically provided for in Section 15(b) hereof or
elsewhere in this Agreement.
(v) The balance of the Oakton Purchase Price (the "Oakton
Purchase Price Balance"), after taking into account the Oakton Deposit under and
pursuant to this Section 2, and subject to prorations and adjustments as
provided for in this Agreement, shall be paid by Purchaser at the "Oakton
Closing" (as hereinafter defined) by wire transfer of immediately available
federal funds actually received and credited to the account of the Settlement
Agent to be designated by it in writing prior to the Oakton Closing.
(C) The Towngate Purchase Price shall be payable as follows:
(i) Not later than 5:00 o'clock p.m. (local Virginia time)
on the second business day following the full execution of this Agreement by
Seller and Purchaser, Purchaser shall deliver, or cause to be delivered, the sum
of EIGHTY THOUSAND AND 00/100 DOLLARS ($80,000.00) (the "Towngate Initial
Deposit"), by wire transfer of immediately available federal funds actually
received, to the Escrow Agent.
(ii) On condition that this Agreement is not terminated by
Purchaser with respect to the Towngate Property in accordance with Section 12
hereof, Purchaser, not later than 5:00 o'clock p.m. (local Virginia time) on the
second business day following the Towngate Study Period Termination Date (as
defined in Section 12(a) hereof), shall increase the Towngate Initial Deposit to
FOUR HUNDRED THOUSAND AND 00/100 DOLLARS ($400,000.00) by delivering to the
Escrow Agent an additional deposit (the "Towngate Additional Deposit") in the
amount of THREE HUNDRED TWENTY THOUSAND AND 00/100 DOLLARS ($320,000.00), in the
form of immediately available federal funds actually received (the Towngate
Initial Deposit and the Towngate Additional Deposit being hereinafter referred
to as the "Towngate Deposit").
(iii) If Purchaser exercises its option to extend the
Towngate Closing Date for up to an additional thirty (30) days in accordance
with Section 3 hereof, then Purchaser, not later than 5:00 o'clock p.m. (local
Virginia time) on the second business day following the "Towngate Closing
Extension Date" as defined in Section 3 hereof, shall increase the Towngate
Deposit to SIX HUNDRED THOUSAND AND 00/100 DOLLARS ($600,000.00) by delivering
to the Escrow Agent an additional deposit (the "Towngate Extension Deposit") in
the amount of TWO HUNDRED THOUSAND AND 00/100 DOLLARS ($200,000.00), in the form
of immediately available federal funds actually received (the Towngate Deposit
and the Towngate Extension Deposit being hereinafter referred to as the
"Towngate Deposit"). References in all other provisions of this Agreement to the
"Deposit" shall be deemed to mean and refer to the Towngate Deposit as may be
applicable and as the context may require.
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(iv) On condition that this Agreement is not terminated by
Purchaser in accordance with Section 12 hereof, the Towngate Deposit shall be
non-refundable, except as specifically provided for in Section 15(b) hereof or
elsewhere in this Agreement.
(v) The balance of the Towngate Purchase Price (the
"Towngate Purchase Price Balance"), after taking into account the Towngate
Deposit under and pursuant to this Section 2, and subject to prorations and
adjustments as provided for in this Agreement, shall be paid by Purchaser at the
"Towngate Closing" (as hereinafter defined) by wire transfer of immediately
available federal funds actually received and credited to the account of the
Settlement Agent to be designated by it in writing prior to the Towngate
Closing.
(D) The Settlement Agent shall hold any and all deposits received
under this Section 2 in escrow in accordance with and pursuant to the provisions
of Section 21 hereof. For the purposes of the interest-bearing account specified
in Section 21, Purchaser's tax identification number is set forth below
Purchaser's signature hereto.
(E) References in all other provisions of this Agreement to the
"Purchase Price Balance" shall be deemed to mean and refer to the Oakton
Purchase Price Balance or the Towngate Purchase Price Balance, as may be
applicable and as the context may require."
3. Section 3 of the Agreement of Sale is hereby deleted in its entirety and
the following new Section 3 is hereby inserted in lieu thereof:
"3. CLOSING.
(A) Subject to the other applicable provisions of this Agreement
and to the immediately succeeding sentence, closing of the transactions
contemplated hereby with respect to the Oakton Property (the "Oakton Closing")
shall occur at the offices of the Settlement Agent at 10:00 a.m. on the tenth
(10th) business day following the Oakton Study Period Termination Date as
defined in Section 12 hereof, or if that day is not a business day, then on the
immediately succeeding business day, or on such other day, or at such other time
or place as may be otherwise agreed upon by Seller and Purchaser in their
respective sole discretion. Purchaser shall have the option to extend the date
for the Oakton Closing for up to a maximum period of thirty (30) days provided
that and on specific condition that Purchaser (i) delivers to Seller on a date
(the "Oakton Closing Extension Date") not later than three (3) business days
prior to the originally scheduled date for the Oakton Closing a written notice
exercising such option and specifying the new date for the Oakton Closing, and
(ii) delivers to the Escrow Agent on or before the Oakton Closing Extension Date
the Oakton Extension Deposit in accordance with Section 2 hereof. The term
"Oakton Closing Date," as used in this Agreement, shall mean the date when the
transactions contemplated hereunder with regard to the Oakton Property are
consummated.
(B) Subject to the other applicable provisions of this Agreement
and to the immediately succeeding sentence, closing of the transactions
contemplated hereby with respect to the Towngate Property (the "Towngate
Closing") shall occur at the offices of the
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Settlement Agent at 10:00 a.m. on the tenth (10th) business day following the
Towngate Study Period Termination Date as defined in Section 12 hereof, or if
that day is not a business day, then on the immediately succeeding business day,
or on such other day, or at such other time or place as may be otherwise agreed
upon by Seller and Purchaser in their respective sole discretion. Purchaser
shall have the option to extend the date for the Towngate Closing for up to a
maximum period of thirty (30) days provided that and on specific condition that
Purchaser (i) delivers to Seller on a date (the "Towngate Closing Extension
Date") not later than three (3) business days prior to the originally scheduled
date for the Towngate Closing a written notice exercising such option and
specifying the new date for the Towngate Closing, and (ii) delivers to the
Escrow Agent on or before the Towngate Closing Extension Date the Towngate
Extension Deposit in accordance with Section 2 hereof. The term "Towngate
Closing Date," as used in this Agreement, shall mean the date when the
transactions contemplated hereunder with regard to the Towngate Property are
consummated.
(C) References in all other provisions of this Agreement to (i)
the "Closing" shall be deemed to mean and refer to the Oakton Closing or the
Towngate Closing, as may be applicable and as the context may require, and (ii)
the "Closing Date" shall be deemed to mean and refer to the Oakton Closing Date
or the Towngate Closing Date, as may be applicable and as the context may
require."
4. With respect to Section 6 of the Agreement of Sale, Seller and Purchaser
each agrees, and Section 6 shall be deemed amended, as follows:
(A) Purchaser's obligation to pay the Oakton Purchase Price Balance,
to accept title to the Oakton Property, and otherwise to consummate the
transactions with respect to the Oakton Property contemplated by the Agreement
of Sale shall be subject to the satisfaction, on and as of the Oakton Closing
Date (except with respect to Section 6(a)(iv) which shall be satisfied within
the time period specified therein), of the conditions precedent specified in
Section 6(a) of the Agreement of Sale specifically related to the Oakton
Property. Seller's obligation to deliver title to the Oakton Property and to
otherwise consummate the transactions with respect to the Oakton Property
contemplated by the Agreement of Sale shall be subject to compliance by
Purchaser with the conditions precedent specified in Section 6(b) of the
Agreement of Sale specifically related to the Oakton Property on and as of the
Oakton Closing Date.
(B) Purchaser's obligation to pay the Towngate Purchase Price Balance,
to accept title to the Towngate Property, and otherwise to consummate the
transactions with respect to the Towngate Property contemplated by the Agreement
of Sale shall be subject to the satisfaction, on and as of the Towngate Closing
Date (except with respect to Section 6(a)(iv) which shall be satisfied within
the time period specified therein), of the conditions precedent specified in
Section 6(a) of the Agreement of Sale specifically related to the Towngate
Property. Seller's obligation to deliver title to the Towngate Property and to
otherwise consummate the transactions with respect to the Towngate Property
contemplated by the Agreement of Sale shall be subject to compliance by
Purchaser with the conditions precedent specified in Section 6(b) specifically
related to the Towngate Property on and as of the Towngate Closing Date.
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5. With respect to Section 7 of the Agreement of Sale, Seller and Purchaser
each agrees, and Section 7 shall be deemed amended, as follows:
(A) The representations and warranties of Seller contained in Section
7 of the Agreement of Sale, insofar as said representations and warranties
relate to Seller and/or the Oakton Property, shall be true and correct in all
material respects as of the Effective Date and as of the Oakton Closing Date.
(B) The representations and warranties of Seller contained in Section
7 of the Agreement of Sale, insofar as said representations and warranties
relate to Seller and/or the Towngate Property, shall be true and correct in all
material respects as of the Effective Date and as of the Towngate Closing Date.
6. Section 12(a) and Section 12(b) of the Agreement of Sale each is hereby
deleted in its entirety and the following new Section 12(a) and Section 12(b)
each is hereby inserted in lieu thereof:
"(A) LENGTH OF STUDY PERIOD.
(i) During that period (the "Oakton Study Period") commencing as
of the Effective Date, and ending at 5:00 o'clock p.m. (Virginia local time) on
November 30, 2005 (the "Oakton Study Period Termination Date"), Purchaser, and
its employees, consultants, engineers, agents, and representatives, at
Purchaser's sole cost and expense, shall have the right, subject to subsection
(c) hereof, to conduct such feasibility studies of the Oakton Property,
including without limitation architectural, engineering, environmental,
hydrologic, zoning, and development and economic feasibility studies and
investigations; audits of the books and records of Seller reasonably related to
the Oakton Property; and conferences with governmental staff members and the
Oakton Tenants (collectively, the "Oakton Feasibility Studies") as Purchaser
deems necessary; provided, however, that Purchaser shall not be permitted to
undertake any soil borings or other drillings on the Oakton Property without
prior written notice to, and consent of, Seller. Seller shall cooperate
reasonably with Purchaser and its agents in permitting Purchaser and its agents
full access to the Oakton Property, and all books, records, files, financial
data relating to the Oakton Property, and the Oakton Leases and the Oakton
Contracts, to conduct the Oakton Feasibility Studies. Such access shall be
during normal business hours, after the giving of reasonable advance notice to
Seller, and subject to the rights of tenants. Purchaser, and its employees,
consultants, engineers, agents, and representatives, shall use reasonable and
diligent efforts to minimize interference with the management, operation, use,
or maintenance of any portion of the Oakton Property by Seller and its tenants,
agents, contractors, and employees. The parties acknowledge that Purchaser may
be required to perform a historical audit of the Oakton Property in order to
comply with Item 3-14 of Regulation S-X promulgated under the Securities Act of
1933 and the Securities Exchange Act of 1934. Seller shall, during the time
period for which access is allowed hereunder, take commercially reasonable
efforts to permit Purchaser's auditors access at that location where Seller
customarily maintains its records, upon reasonable advance notice and during
normal business hours, to all of the Oakton Property's books and records and the
operating statements (certified by an officer of the general partner of Seller)
and property management balance sheets for the Oakton Property for three (3)
calendar years prior to
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the Oakton Closing Date. To the extent that the originals or copies of same are
not otherwise provided by Seller to Purchaser at the Oakton Closing, and to the
extent that the same are ordinarily maintained by Seller in its normal course of
business, such books and records shall include the detail general ledger of
profits and loss, accounts receivable records, and rent rolls. Buyer's access
rights shall commence on the Effective Date and shall continue until the earlier
to occur of (i) the termination of this Agreement with respect to the Oakton
Property by either Seller or Purchaser in accordance with the terms of this
Agreement or (ii) the successful completion of the audit and the filing of the
3-14 report with the SEC, written notice of which shall be delivered promptly by
Purchaser to Seller. The foregoing obligation shall fully survive the Oakton
Closing. Notwithstanding anything to the contrary in the foregoing, other than
providing the access to Purchaser specified herein, Seller shall not have any
liability or responsibility in connection with or in any manner related to,
directly or indirectly, any audit required to be made by Purchaser or any
compliance required of Purchaser with any Regulation under the Securities Act of
1933 or the Securities Act of 1934.
(ii) During that period (the "Towngate Study Period") commencing
as of the Effective Date, and ending at 5:00 o'clock p.m. (Virginia local time)
on December 9, 2005 (the "Towngate Study Period Termination Date"), Purchaser,
and its employees, consultants, engineers, agents, and representatives, at
Purchaser's sole cost and expense, shall have the right, subject to subsection
(c) hereof, to conduct such feasibility studies of the Towngate Property,
including without limitation architectural, engineering, environmental,
hydrologic, zoning, and development and economic feasibility studies and
investigations; audits of the books and records of Seller reasonably related to
the Towngate Property; and conferences with governmental staff members and the
Towngate Tenants (collectively, the "Towngate Feasibility Studies") as Purchaser
deems necessary; provided, however, that Purchaser shall not be permitted to
undertake any soil borings or other drillings on the Towngate Property without
prior written notice to, and consent of, Seller. Seller shall cooperate
reasonably with Purchaser and its agents in permitting Purchaser and its agents
full access to the Towngate Property, and all books, records, files, financial
data relating to the Towngate Property, and the Towngate Leases and the Towngate
Contracts, to conduct the Towngate Feasibility Studies. Such access shall be
during normal business hours, after the giving of reasonable advance notice to
Seller, and subject to the rights of tenants. Purchaser, and its employees,
consultants, engineers, agents, and representatives, shall use reasonable and
diligent efforts to minimize interference with the management, operation, use,
or maintenance of any portion of the Towngate Property by Seller and its
tenants, agents, contractors, and employees. The parties acknowledge that
Purchaser may be required to perform a historical audit of the Towngate Property
in order to comply with Item 3-14 of Regulation S-X promulgated under the
Securities Act of 1933 and the Securities Exchange Act of 1934. Seller shall,
during the time period for which access is allowed hereunder, take commercially
reasonable efforts to permit Purchaser's auditors access at that location where
Seller customarily maintains its records, upon reasonable advance notice and
during normal business hours, to all of the Towngate Property's books and
records and the operating statements (certified by an officer of the general
partner of Seller) and property management balance sheets for the Towngate
Property for three (3) calendar years prior to the Towngate Closing Date. To the
extent that the originals or copies of same are not otherwise provided by Seller
to Purchaser at the Towngate Closing, and to the extent that the same are
ordinarily maintained by Seller in its normal course of business, such books and
records shall
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include the detail general ledger of profits and loss, accounts receivable
records, and rent rolls. Buyer's access rights shall commence on the Effective
Date and shall continue until the earlier to occur of (i) the termination of
this Agreement with respect to the Towngate Property by either Seller or
Purchaser in accordance with the terms of this Agreement or (ii) the successful
completion of the audit and the filing of the 3-14 report with the SEC, written
notice of which shall be delivered promptly by Purchaser to Seller. The
foregoing obligation shall fully survive the Towngate Closing. Notwithstanding
anything to the contrary in the foregoing, other than providing the access to
Purchaser specified herein, Seller shall not have any liability or
responsibility in connection with or in any manner related to, directly or
indirectly, any audit required to be made by Purchaser or any compliance
required of Purchaser with any Regulation under the Securities Act of 1933 or
the Securities Act of 1934.
(iii) References in all other provisions of this Agreement to the
"Study Period Termination Date" shall be deemed to mean and refer to the Oakton
Study Period Termination Date or the Towngate Study Period Termination Date, as
may be applicable and as the context may require.
(B) PURCHASER'S TERMINATION.
(i) Purchaser shall have the right, for any reason or no reason
at all, to terminate this Agreement with respect to the Oakton Property by
delivering to Seller written notice of such termination at or before 5 o'clock
p.m. (Virginia local time) on the Oakton Study Period Termination Date. If
Purchaser terminates this Agreement with respect to the Oakton Property in the
manner set forth above, then the Oakton Deposit and all accrued interest thereon
shall be refunded to Purchaser, and no party shall have any further rights,
liabilities, or obligations in connection with this Agreement with respect to
the Oakton Property, except for those which may arise under subsection (c)
hereof. If Purchaser does not terminate this Agreement with respect to the
Oakton Property in the manner set forth above, then this Agreement shall remain
and continue in full force and effect with respect to the Oakton Property.
(ii) Purchaser shall have the right, for any reason or no reason
at all, to terminate this Agreement with respect to the Towngate Property by
delivering to Seller written notice of such termination at or before 5 o'clock
p.m. (Virginia local time) on the Towngate Study Period Termination Date. If
Purchaser terminates this Agreement with respect to the Towngate Property in the
manner set forth above, then the Towngate Deposit and all accrued interest
thereon shall be refunded to Purchaser, and no party shall have any further
rights, liabilities, or obligations in connection with this Agreement with
respect to the Towngate Property, except for those which may arise under
subsection (c) hereof. If Purchaser does not terminate this Agreement with
respect to the Towngate Property in the manner set forth above, then this
Agreement shall remain and continue in full force and effect with respect to the
Towngate Property."
7. This First Amendment may be executed in any number of counterparts, each
of which shall constitute one and the same instrument, and each party hereto may
execute this First Amendment by signing any such counterpart. Any facsimile
signature to this First Amendment shall be deemed an original for purposes of
determining the enforceability of this First
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Amendment, and either party providing such facsimile signature shall deliver
promptly, thereafter, by nationally recognized overnight courier to the other
party an executed original copy of this First Amendment.
8. The Agreement of Sale, as amended by this First Amendment, is and shall
remain in full force and effect.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, each of Seller and Purchaser has caused this First
Amendment to be executed by its duly authorized representative as of the
effective date first above written.
SELLER:
CARFAX ENTERPRISES LIMITED PARTNERSHIP,
A DELAWARE LIMITED PARTNERSHIP
By: E. L. Vaduz Enterprises, Inc.,
a Delaware corporation,
its sole general partner
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
PURCHASER:
COLUMBIA EQUITY TRUST, INC.,
a Maryland corporation
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Senior Vice President
The Escrow Agent is executing this First Amendment to acknowledge the Escrow
Agent's responsibility under this First Amendment, which may be modified only by
a written amendment signed by all parties.
ESCROW AGENT:
COMMERCIAL TITLE GROUP, INC.
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: President
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