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EXHIBIT 10.110
FIRST AMENDMENT TO AGREEMENT
OF PURCHASE AND SALE
THIS FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this
"Amendment"), is made and entered into as of January 31, 2001, by and among
VALUE ENHANCEMENT FUND IV, L.P., a Georgia limited partnership ("Purchaser"),
and AMERICAN INDUSTRIAL PROPERTIES REIT, a Texas real estate investment trust,
AIP/BATTLEFIELD GP, INC., a Texas corporation, AIP-SWAG OPERATING, L.P., a Texas
limited partnership, AIP PROPERTIES #3, L.P., a Delaware limited partnership,
and AIP OPERATING, L.P., a Delaware limited partnership (collectively,
"Seller"), with respect to the following facts and circumstances:
BACKGROUND STATEMENT
A. Purchaser and Seller have entered into that certain Agreement of
Purchase and Sale dated as of November 1, 2000 (as amended, the
"Agreement"), with respect to the proposed acquisition of certain
Property (as defined in the Agreement).
B. The parties desire to amend the Agreement in certain respects as
hereinafter set forth.
AGREEMENTS
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) in
hand paid, the mutual covenants and agreements set forth herein, and other good
and valuable consideration, all of which each party agrees constitutes
sufficient consideration received at and before the execution hereof, the
parties agree as follows:
1. DEFINITIONS. Except as otherwise provided in this Amendment,
capitalized terms used in this Amendment shall have the same meanings
ascribed thereto as are contained in the Agreement, which meanings are
hereby incorporated herein by this reference. Notwithstanding the
foregoing, the parties hereto agree and acknowledge that AIP-SWAG
Operating, L.P. is hereby removed from the definition of "Seller" in
the Agreement and is no longer a party to the Agreement.
2. CLOSING DATE. Section 1.1.7 of the Agreement is hereby amended by
deleting the three (3) references to "January 31, 2001" therein and by
inserting in lieu thereof in each case the words "March 30, 2001".
3. TENANT ESTOPPEL CERTIFICATES. Section 9.2.6 of the Agreement is hereby
amended by deleting the words "no more than fifteen (15) days prior to
Closing" from the first sentence of said Section 9.2.6 and by inserting
in lieu thereof immediately following the words "Acceptable Estoppel
Certificates" in the third line of said Section 9.2.6, the following,
"dated no earlier than thirty (30) days prior to the meeting scheduled
by Seller for obtaining Shareholder Approval,".
4. RATIFICATION. Except as herein expressly modified or amended, all terms
and conditions of the Agreement are hereby ratified and confirmed by
Seller and Purchaser and remain in full force and effect.
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5. MULTIPLE COUNTERPARTS. This Amendment may be executed in multiple
counterparts, each of which shall constitute an original, but which
together shall constitute this Amendment.
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IN WITNESS WHEREOF, the parties hereto have duly signed, sealed and
delivered this Amendment effective as of the date hereinabove set forth.
PURCHASER:
VALUE ENHANCEMENT FUND IV, L.P., a Georgia limited
partnership
By: VEF IV GP, Inc., General Partner
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Vice President
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SELLER:
AMERICAN INDUSTRIAL PROPERTIES REIT, a Texas real
estate investment trust
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: President and CEO
AIP/BATTLEFIELD GP, INC., a Texas corporation
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: President and CEO
AIP-SWAG OPERATING, L.P., a Texas limited
partnership
By: AIP-Swag GP, Inc., General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: President and CEO
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AIP PROPERTIES #3, L.P., a Delaware limited
partnership
By: AIP Properties #3 GP, Inc., General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: President and CEO
AIP OPERATING, L.P., a Delaware limited partnership
By: American Industrial Properties REIT, General
Partner
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: President and CEO
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