SECOND AMENDMENT TO
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT
ESCROW INSTRUCTIONS (this "Second Amendment") is entered into as of
March 25, 1997, by and between QRE HOLDING COMPANY, a California
corporation ("Seller"), and ARDEN REALTY LIMITED PARTNERSHIP, a
Maryland limited partnership ("Purchaser"), with reference to the
following Recitals.
R E C I T A L S:
A. Seller and Purchaser have previously entered into that
certain Purchase and Sale Agreement and Joint Escrow Instructions
dated as of March 12, 1997, as amended by that certain First Amendment
to Purchase and Sale Agreement and Joint Escrow Instructions dated as
of March 24, 1997 (the "Original Agreement"). All initial capitalized
terms not otherwise defined herein shall have the meanings set forth
in the Original Agreement unless the context clearly indicates
otherwise. References to "the Agreement" or "this Agreement" in the
Original Agreement or in this Second Amendment shall mean and refer to
the Original Agreement, as amended by this Second Amendment.
B. Seller and Purchaser desire to amend the Original Agreement
on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing Recitals and
the mutual promises, covenants and conditions contained herein, and
for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby amend the
Original Agreement as follows:
1. Limited Extension of the Due Diligence Period. Purchaser
has notified Seller of the issues more particularly
described in Sections 2, 3 and 4 (the "Unresolved Issues")
with respect to the condition of the Property raised as a
result of Purchaser's investigations pursuant to Section 5
of the Agreement. Seller and Purchaser hereby agree that
the Due Diligence Period shall be extended with respect to
the Unresolved Issues only until 5:00 p.m. Los Angeles,
California time on April 1, 1997 (such additional period for
resolution of the Unresolved Issues is sometimes hereinafter
referred to as the "Extended Due Diligence Period"). If the
Unresolved Issues have not been resolved in the manner set
forth below prior to 5:00 p.m. Los Angeles, California time
on April 1, 1997, Purchaser shall elect by giving written
notice to Seller and to Escrow Company on or before 5:05
p.m. Los Angeles, California time on April 1, 1997 either
(I) to terminate the Agreement, in which case neither party
shall have any further rights or obligations under the
Agreement (except as may be expressly provided to the
contrary elsewhere in the Agreement), and any money
(including, without limitation, the Deposit and all interest
accrued thereon) or documents in escrow shall be returned to
the party depositing the same and Purchaser and Seller each
shall be responsible for one-half of any title or escrow
cancellation fee, or (ii) to accept the Property
notwithstanding such Unresolved Issues and to proceed with
the Closing.
2. Regulation No. 4 Defects Issue: A prior annual inspection
of the Property completed in February 1997 pursuant to
Regulation No. 4 of the Los Angeles City Fire Code revealed
certain items for repair and correction. The Property must
be reinspected. Seller agrees, at Seller's sole cost and
expense, to use best efforts (a) to cause such reinspection
on or before the end of the Extended Due Diligence Period
and (b) to provide Purchaser with the government required
sign off to be obtained as a result thereof. Seller's
obtaining a final government required sign-off of the annual
Regulation No. 4 inspection shall be deemed resolution of
the Regulation No. 4 Defects Issue.
3. Permits Issue: Purchaser has advised that the following
permits have expired:
a. Division of Occupational Safety and Health Permit for
Roof/Watertube Boiler, Permit No. AC 1590;
b. Division of Occupational Safety and Health Permit for
Roof/Watertube Boiler, Permit No. AB 8153; and
c. Division of Occupational Safety and Health Permit for
Roof/Airtank, Permit No. AA 9846.
Seller agrees, at Seller's sole cost and expense, to use
best efforts to cause such permits to be reinstated,
renewed, or extended or to obtain replacement permits on or
before the end of the Extended Due Diligence Period.
Seller's obtaining such reinstated, renewed or extended
permits or replacement permits shall be deemed resolution of
the Permit Issue.
4. Roof Repair Issue. Purchaser's consultant has noted certain
deficiencies in the condition of certain roofs at the
Property. On or before March 27, 1997, Purchaser shall
provide Seller with a copy of Purchaser's consultant's
report or other written specification of the reported
deficiencies, together with an amount for which Purchaser
would be willing to accept the Property with the roofs "as
is" in their present condition without any repair. On or
before 12:00 noon on April 1, 1997, Seller shall advise
Purchaser in writing what amount, if any, Seller is willing
to credit to Purchaser against the Purchaser Price at the
Closing to resolve the roof repair issue ("Seller's
Proposal"). Purchaser shall notify Seller on or before the
end of the Extended Due Diligence Period whether Purchaser,
in Purchaser's sole discretion, accepts or rejects Seller's
Proposal. Purchaser's acceptance of Seller's Proposal shall
be deemed resolution of the Roof Repair Issue.
5. Effect of this Second Amendment. Except as amended and/or
modified by this Second Amendment, the Agreement is hereby
ratified and confirmed and all other terms of the Original
Agreement shall remain in full force and effect, unaltered
and unchanged by this Second Amendment. In the event of any
conflict between the provisions of this Second Amendment and
the provisions of the Original Agreement, the provisions of
this Second Amendment shall prevail. Whether or not
specifically amended by this Second Amendment, all of the
terms and provisions of the Original Agreement are hereby
amended to the extent necessary to give effect to the
purpose and intent of this Second Amendment.
6. Counterparts. This Second Amendment may be executed in any
number of counterparts, each of which shall be deemed an
original, but all of which when taken together shall
constitute one and the same instrument. The signature page
of any counterpart may be detached therefrom without
impairing the legal effect of the signature(s) thereon
provided such signature page is attached to any other
counterpart identical thereto except having additional
signature pages executed by other parties to this Second
Amendment attached thereto.
[Signatures on next page]
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized representatives to execute this Second Amendment as of the
date first above written.
SELLER: QRE HOLDING COMPANY,
a California corporation
By: /s/ Xxx X. Xxxxxxx
Its Authorized Signatory
By: /s/ Xxx Xxxx
Its Authorized Signatory
PURCHASER: ARDEN REALTY LIMITED PARTNERSHIP,
a Delaware limited partnership
By: ARDEN REALTY GROUP, INC.,
a Maryland corporation,
as General Partner
By: /s/ Xxxxxxx X. Xxxxx
Its: Chairman and CEO
