FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
This First Amendment dated February 19, 1997 to Purchase and Sale Agreement
between ST. XXXX PROPERTIES, INC., a Delaware corporation ("Seller") and
CORPORATE REALTY INCOME FUND I, L.P., a Delaware limited partnership ("Buyer").
R E C I T A L S
A. Seller and Buyer have entered into that certain Purchase and Sale Agreement
dated January 28, 1997 ("Purchase Agreement") wherein Seller has agreed to
sell and Buyer has agreed to purchase that certain office project known as
Alamo Towers in San Antonio, Texas as more fully described in the Purchase
Agreement ("Real Property").
B. Seller and Buyer wish to acknowledge the expiration of the Inspection
Period as defined in Section 3.5 of the Purchase Agreement and the waiver
by Buyer of its rights to terminate under said Section 3.5 in connection
with the Inspection Period, as well as an amendment to the amount of the
Purchase Price and the resolution of certain other issues between the
parties.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, Seller and
Buyer hereby agree as follows:
1. Recitals a Part Hereof. The Recitals set forth above shall be deemed a part
of this Agreement and are hereby incorporated herein by reference.
2. Purchase Price. The reference to "Twelve Million One Hundred Eighty
Thousand and No/100 Dollars ($12,180,000.00)" in the second and third lines
of the first paragraph of Article 2 is hereby deleted in its entirety and
replaced with the following language:
"Twelve Million Two Thousand Three Hundred Seventy-Five and No/100
U.S. Dollars ($12,002,375.00)"
Further, Section 2.3 of the Purchase Agreement is hereby amended by
deleting the reference therein to "Eleven Million Nine Hundred Eighty
Thousand and No/100 U.S. Dollars ($11,980,000.00)" and replacing the same
with the following:
"Eleven Million Eight Hundred Two Thousand Three Hundred Seventy-Five
and No/100 U.S. Dollars ($11,802,375.00)"
3. Waiver of Inspection Period. By execution hereof, Seller and Buyer agree
that, subject to the agreements herein set forth, the Inspection Period (as
defined in Section 3.5 of the Purchase Agreement) has been terminated and
that Buyer has waived all termination rights in connection with the
Inspection Period. Accordingly, as more fully set forth in the Purchase
Agreement, the Deposit, together with all accrued interest thereon, has
become non-refundable as it pertain to any termination rights of Buyer with
respect to the Inspection Period (including without regard to the existence
of certain asbestos containing materials disclosed by Buyer's environmental
reports and the default by tenant under the Allied Physicians lease (Suite
E-900), which Buyer hereby acknowledges).
4. Allied Physicians Lease. Not later than three (3) business days prior to
Closing (as defined in the Purchase Agreement), and as a further condition
under Section 7.2 of the Purchase Agreement to Buyer's obligation to
acquire the Real Property, Seller shall terminate that certain lease
between Seller and Allied Physicians relative to Suite E-900 (the "Lease")
and shall provide evidence reasonably satisfactory to Buyer of such
termination. Moreover, Buyer and Seller agree that Buyer shall not assume
any rights or obligations under the Lease pursuant to the Purchase
Agreement, the Assignment and Assumption Agreement to be executed in
connection with the Closing, or otherwise.
Seller agrees to protect, defend, indemnify and hold Buyer and its
representatives, agents and employees, and the officers, directors,
shareholders, partners, representatives, agents and employees of each of
them (collectively, the "Indemnitees") harmless from and against all
losses, damages, claims, causes of action, liens, costs or expenses,
including, without limitation, attorneys' fees and brokerage commissions,
which at any time may be imposed upon and/or incurred by the Indemnitees
arising from or in connection with the Lease or any dispute relating
thereto.
5. Commissions. Clause (ii) of the third sentence of Section 9.1 of the
Purchase Agreement is hereby amended by deleting the reference to
"180,000.00" and replacing the same with "177,375.00".
6. All Other Provisions Unchanged. Except as expressly set forth in this First
Amendment, all other provisions of the Purchase Agreement shall remain
unchanged and in full force and effect.
7. Counterparts. This First Amendment to Purchase and Sale Agreement may be
executed in one or more counterparts, each of which will be deemed an
original, and the counterparts taken together shall constitute a single
agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date hereinabove first written.
SELLER: ST. XXXX PROPERTIES, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------
Xxxxx X. Xxxxx
Its: President
BUYER: CORPORATE REALTY INCOME FUND I, L.P.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
---------------------------
Xxxxxx X. Xxxxxxx, Xx.
Its: General Partner
