FIRST AMENDMENT TO AGREEMENT TO
SELL AND PURCHASE AND ESCROW INSTRUCTIONS
THIS FIRST AMENDMENT TO AGREEMENT TO SELL AND
PURCHASE AND ESCROW INSTRUCTIONS ("Amendment") is entered
into as of April 9, 1997, by and between RCBT CALIFORNIA
PROPERTIES, L.P., a California limited partnership
("Seller") and ARDEN REALTY LIMITED PARTNERSHIP, a Maryland
limited partnership ("Purchaser").
RECITALS
A. Seller and Purchaser entered into that
certain Agreement to Sell and Purchase and Escrow
Instructions dated as of March 24, 1997 (the "Agreement")
for the purchase and sale of certain real property located
in the City of Los Angeles, County of Los Angeles, State of
California, as more particularly described therein.
B. Purchaser and Seller desire to amend the
terms of the Agreement by this Amendment.
C. All initially capitalized terms used herein
not otherwise defined shall have the meaning set forth in
the Agreement.
AGREEMENT
For valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Purchaser and
Seller agree that the Agreement is hereby amended as
follows:
1. Exhibits "E", "P" and "Q" of the Agreement
are hereby deleted and replaced with Exhibits "E", "P" and
"Q" attached hereto.
2. The following new Section 5.4.13 is hereby
added to the Agreement:
"5.4.13 At Closing, Purchaser shall
receive a credit against the Purchase Price in the
amount of $68,383.21 for the rent concessions and
other obligations of landlord under the Leases
attributable to the period after the Closing, as
set forth on Schedule 1 attached hereto."
3. The following new Section 5.4.14 is hereby
added to the Agreement:
"5.4.14 At Closing, Purchaser shall
receive a credit against the Purchase Price in the
amount of $9,980.00 for resolution of Purchaser's
objections raised in its March 31, 1997 Document
and Physical Review Disapproval Letter. Subject
to receipt of such credit, all such objections
shall be waived."
4. The last sentence of Section 9.4 of the
Agreement is hereby deleted and replaced with the following:
"The obligations of Seller under the Seller's
Estoppel Certificates shall survive the Closing
until December 30, 1997; provided, however, that
if a tenant under a Seller's Estoppel Certificate
subsequently delivers, and Purchaser reasonably
approves, an Estoppel Certificate from any tenant
which Seller has provided a Seller's Estoppel
Certificate, the Seller's Estoppel Certificate
shall terminate and be of no force and effect."
5. The Agreement contemplated that the Purchaser
would execute the University Construction Contract prior to
the Closing, subject to it being effective upon the Close of
Escrow. The parties hereby acknowledge and agree that
Seller executed the University Construction Contract and
upon execution and delivery of the General Assignment,
Purchaser shall assume and Seller shall be released of all
obligations of "Owner" thereunder, including the payment for
work commenced and/or completed prior to the Closing Date.
6. Except as amended by this Amendment, the
Agreement remains unamended and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have
executed this Amendment as of the date first written above.
"SELLER"
RCBT CALIFORNIA PROPERTIES, L.P.,
a California limited partnership
By: Xxxxx X. Xxxxxxxxx, Xx., as
Sub-Trustee of the RCBT California
Trust, a Sub-Trust of the RCB Trust
Company - Real Property Trust -
Southport Financial - I, a Collective
Trust, its general partner
By:/s/ Xxxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx, Xx., by
Xxxxxx X. Xxxxxxxxx, his
attorney-in-fact
"PURCHASER"
ARDEN REALTY LIMITED PARTNERSHIP,
a Maryland limited partnership
By: Arden Realty, Inc., a Maryland
corporation, its general partner
By:/s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Its: President and COO
