EXHIBIT 10.5
FIRST AMENDMENT
TO
AGREEMENT OF PURCHASE AND SALE
THIS FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE is dated effective
August 15, 1997 (the "Amendment") and is by and between Creekside Business Park,
LLC, a Delaware limited liability company, as Buyer, and Creekside Industrial
Associates, a California general partnership, as Seller, on the following terms
and conditions:
R E C I T A L S:
A. Seller and Buyer have entered into an Agreement of Purchase and Sale
dated July 31, 1997 (the "Agreement") for the sale of the property commonly
known as Creekside Business Park, Milpitas, California.
B. The Agreement was modified by certain letters dated August 8 and
August 13, 1997 pertaining to the Title Review Period.
C. Seller and Buyer desire to amend certain terms of the Agreement as
more particularly set forth herein.
D. Terms used in this Amendment and not otherwise defined herein shall
have the meanings ascribed to them in the Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
I. The Feasibility Period shall be extended from August 15 to August 20,
1997 solely to enable Buyer to further investigate the facts pertaining to the
installation of the HVAC systems, and the effect of such installation on the
roofs. Except as noted above, Buyer agrees to accept the Property upon Closing
in its "as is" condition, subject to Seller's representations, warranties and
covenants set forth in the Agreement.
II. Section 3.4 of the Agreement is hereby amended to provide that an
additional condition precedent to Buyer's obligation to close shall be the
delivery of the Title Policy by Escrow Agent in the form of the proforma policy
attached hereto as Exhibit A.
III. Except as modified by this Amendment, the Agreement shall remain in
full force and effect.
IV. This Amendment may be executed in counterparts each of which shall be
deemed an original and all of which taken together shall constitute but one in
the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
first day and year written above.
SELLER:
CREEKSIDE INDUSTRIAL ASSOCIATES,
a California general partnership
By: Preferred Properties Fund 80,
a California limited partnership,
a general partner
By: ▇▇▇▇▇▇▇▇▇▇ Realty Company-80,
a California limited partnership,
its general partner
By: Fox Realty Investors,
a California general
partnership,
its general partner
By: NPI Equity Investments
II, Inc.,
a Florida corporation
its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: President
By: Creekside Industrial Associates, Inc.,
a New York corporation,
a general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: President
BUYER:
CREEKSIDE BUSINESS PARK, LLC,
a Delaware limited liability company
By: DRA Advisors, Inc.,
a Delaware corporation,
its managing member
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:
