Exhibit 99.2
FIRST AMENDMENT TO
AGREEMENT OF PURCHASE AND SALE
AND JOINT ESCROW INSTRUCTIONS
THIS FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND JOINT
ESCROW INSTRUCTIONS (this "Amendment") is made as of the 27th day of
January, 2000, by and between Inprise Corporation ("Seller") and
ScanlanKemperBard Companies, an Oregon corporation ("Buyer").
RECITALS
A. Buyer and Seller are parties to an Agreement of Purchase and Sale
and Joint Escrow Instructions, dated as of December 30, 1999 ("Original
Agreement"), pursuant to which Seller agreed to sell to Buyer, and Buyer
agreed to purchase from Seller, certain real and personal property located
at 000 Xxxxxxxxxx Xxx, Xxxxxx Xxxxxx, Xxxxxxxxxx, and certain related
rights, all as more particularly described in the Original Agreement
(collectively, the "Property"); and
B. Buyer and Seller desire to amend the Original Agreement as provided
in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and conditions contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Buyer agree as follows:
1. Definitions. Capitalized terms that are used but not defined in
this Amendment, shall have the respective definitions given to such terms
in the Original Agreement. As used herein, the term "Agreement" shall mean
the Original Agreement, as amended by this Amendment and any subsequent
amendments.
2. Extension of Contingency Deadline. The first (1st) sentence of
Section 4.1 of the Original Agreement is hereby deleted and, in lieu
thereof, the following shall be inserted: "Except as otherwise provided in
this Agreement, Buyer shall have until 5 p.m. (Pacific Time) on February 8,
2000 ("Contingency Deadline"), to review all materials provided or made
available by Seller to Buyer pursuant to the terms of this Agreement, to
review the state of title to the Property, to negotiate the Seller's Lease
and to perform such other due diligence with respect to the Property as
Buyer determines in its sole discretion to perform."
3. Certain Leasing Costs. Section 9.6 of the Original Agreement is
hereby deleted and, in lieu thereof, the following shall be inserted:
"9.6 Except as otherwise provided in the remainder of this Section
9.6, Seller shall be responsible for all commissions and tenant
improvement costs (and allowances) with respect to leases entered
into by Seller prior to the Close of Escrow. Notwithstanding the
foregoing, in the event Seller, after the Opening of Escrow and
prior to the Close of Escrow hereunder, enters into any lease(s)
covering any portion of the Improvements, and such applicable
lease(s) and associated work letter(s) and commission agreement(s)
are approved by Buyer (whether or not such approval is otherwise
required under this Agreement), then Buyer shall be responsible
for a portion ("Buyer's Share") of the total leasing commissions
and tenant improvement costs (or allowances) in connection with
such applicable lease in the proportion that the amount of base
monthly rent to be paid under such lease (during the initial term
of such lease) accruing after the Close of Escrow bears to the
total amount of base monthly rent to be paid under the applicable
lease (during the initial term of such lease). To the extent
Buyer's Share of any leasing commissions and tenant improvement
costs (or allowances) are due and actually paid by Seller prior to
the Close of Escrow, Buyer shall reimburse Seller such amount in
full at the Close of Escrow. To the extent Buyer's Share of any
leasing commissions and tenant improvement costs (or allowances)
are not due and payable until after the Close of Escrow, Buyer
shall pay such costs directly to the parties to whom such costs
are owing as they become due and payable."
4. No Other Changes. Except as expressly modified or amended by this
Amendment, the Original Agreement shall remain in full force and effect and
be binding upon the parties in accordance with its terms.
5. Counterparts. This Amendment may be executed in two or more
counterparts each of which shall be an original and all of which together
shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
SELLER:
INPRISE CORPORATION, a Delaware
corporation
By /s/ Hobart McK. Birmingham
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Print Name: Hobart McK. Birmingham
Title: CAO
BUYER:
SCANLANKEMPERBARD COMPANIES, an
Oregon corporation
By /s/ Xxxx X. Xxxxxxx
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Print Name: Xxxx X. Xxxxxxx
Title: Vice President
