Exhibit #10.46
FIRST AMENDMENT TO PURCHASE AGREEMENT
THIS AMENDMENT, made as of July 28, 2000, by and between FAIR, XXXXX
AND COMPANY, INC., a Delaware corporation ("Seller"), and SAN XXXXXX CORPORATE
CENTER, LLC, a Delaware limited liability company ("Buyer"),
W I T N E S S E T H:
Recital of Facts:
Seller and EOP-San Xxxxxx Corporate Center Investor, L.L.C., a Delaware
limited liability company, formerly known as San Xxxxxx Corporate Center, LLC
("EOP-SR"), entered into the Purchase Agreement (the "Purchase Agreement") dated
June 28, 2000. On July 28, 2000, EOP-SR assigned all of EOP-SR's rights under
the Purchase Agreement to Buyer and Buyer assumed all of EOP-SR's obligations
under the Purchase Agreement. EOP-SR has no further interest in the Purchase
Agreement. Seller and Buyer will amend the Purchase Agreement as set forth in
this Amendment.
NOW, THEREFORE, in consideration of the covenants in this Amendment,
Seller and Buyer agree as follows:
1. Amendment. Effective as of the date of this Amendment, the Purchase
Agreement shall be amended as follows:
(a) Section 7.1(d) of the Purchase Agreement is amended in its entirety
to read as follows:
(d) On or before August 28, 2000, Seller shall have received
the written approval from PG&E of the form of the PG&E Assignment
required by paragraph 9 of the Amended and Restated Environmental
Agreement (the "PG&E Environmental Indemnity") dated May 15, 1998,
between Lease Plan North America, Inc., an Illinois corporation, and
PG&E recorded May 20, 1998, as Document No. 1998-0033515 in the
Official Records of Marin County.
(b) The following sentence is added to the end of section 7.2 of the
Purchase Agreement:
If Buyer terminates this Agreement pursuant to this section
7.2, then the Deposit and all interest thereon shall be
returned to Buyer upon such termination of this Agreement.
(c) Section 7.2(d) of the Purchase Agreement is amended in its entirety
to read as follows:
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(d) On or before August 28, 2000, Buyer shall have received
the written approval from PG&E of the form of the PG&E Assignment
required by paragraph 9 of the PG&E Environmental Indemnity.
2. Legal Effect. Except as amended by this Amendment, the Purchase
Agreement is unchanged and, as so amended, the Purchase Agreement shall remain
in full force and effect.
3. Counterparts. This Amendment may be executed in counterparts, each
of which shall be an original, but all of which shall constitute one and the
same Amendment.
IN WITNESS WHEREOF, Seller and Buyer have executed this Amendment as of
the date first hereinabove written.
FAIR, XXXXX AND COMPANY, INC., a
Delaware corporation
By ___________________________________
Title ________________________________
[Signature of Buyer on next page.]
SAN XXXXXX CORPORATE CENTER, LLC,
a Delaware limited liability company
By XXXXXX/EQUITY OFFICE, LLC, a Delaware
limited liability company, Member
By XXXXXX INVESTORS, LLC, a Delaware
limited liability company, Member
By
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Title
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By EOPMC INVESTOR, L.L.C., a Delaware
limited liability company, Member
By EQUITY OFFICE PROPERTIES
MANAGEMENT CORP., a Delaware
corporation, Manager
By
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Title
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By EOP-SAN XXXXXX CORPORATE CENTER
INVESTOR, L.L.C., a Delaware limited
liability company, Member
By EOP OPERATING LIMITED
PARTNERSHIP, a Delaware limited
partnership, Member
By EQUITY OFFICE PROPERTIES
TRUST, a Maryland real estate
investment trust, its sole General
Partner
By
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Title
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