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EXHIBIT 2.2
FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT
This First Amendment To Purchase and Sale Agreement (this "First
Amendment") is entered into on this the 22nd day of October, 1997, by and
between Midway/Commerce Center Limited Partnership, a Texas limited partnership
(hereinafter referred to as "Seller"), and American Industrial Properties REIT,
a Texas real estate investment trust (hereinafter referred to as "Purchaser").
W I T N E S S E T H:
WHEREAS, Seller and Purchaser entered into a Purchase and Sale
Agreement (hereinafter referred to as the "Contract") dated as of September 24,
1997, pursuant to which Seller agreed to sell to Purchaser and Purchaser agreed
to purchase from Seller, in accordance with the terms and conditions thereof,
20.8 acres of land located in Houston, Xxxxxx County, Texas, and all
improvements thereon (the real property and all improvements hereinafter
referred to collectively as the "Property"), which Property is more
particularly described by metes and bounds on Exhibit "A" attached to the
Contract; and
WHEREAS, Seller and Purchaser desire to amend the Contract to more
accurately describe the name of the Seller and to extend the Due Diligence
Period an additional ten (10) days.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Seller and Purchaser agree as follows:
1. Seller and Purchaser acknowledge that Midway/Commerce Center,
L.P., a Texas limited partnership, named as Seller in the Contract,
and Midway/Commerce Center Limited Partnership, a Texas limited
partnership, are one and the same entity.
2. Pursuant to this First Amendment, the name of the Seller in
the Contract is hereby amended to Midway/Commerce Center Limited
Partnership, a Texas limited partnership. Any documents executed by
Seller in connection with the sale of the Property to Purchaser shall
reflect that the name of the Seller is Midway/Commerce Center Limited
Partnership, a Texas limited partnership.
3. Seller and Purchaser acknowledge and agree that the Due
Diligence Period as defined in Section 5 (a) of the Contract during
which time Purchaser shall review the Preliminary Documents, the
physical condition of the Property and such other items as Purchaser
deems necessary in order for Purchaser to determine whether the
Property is acceptable to Purchaser is extended until Monday, November
3, 1997.
4. Seller and Purchaser acknowledge that the extension of the Due
Diligence Period pursuant to this First Amendment shall not affect the
Closing Date as defined in Section 8 (b) of the Contract. The Closing
of the sale of the Property pursuant to the Contract shall occur no
later than Monday, November 10, 1997.
5. All terms, obligations and conditions in the Contract not
superseded or amended by any provision of this First Amendment shall
remain in full force and effect as originally
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written in the Contract. All capitalized terms used herein and not
otherwise defined herein shall have the meaning assigned to such terms
in the Contract.
6. This First Amendment shall be binding upon and inure to the
benefit of the successors and assigns of Seller, and shall be binding
upon and inure to the benefit of Purchaser, its successors, and to the
extent assignment may be made pursuant to the Contract, Purchaser's
assigns. The pronouns of any gender shall include the other gender,
and either the singular or the plural shall include the other.
7. All references to the Contract in any document heretofore or
hereafter executed shall be deemed to refer to the Contract, as
amended by this First Amendment.
8. This First Amendment may be executed in two or more
counterparts, and it shall not be necessary that any one of the
counterparts be executed by all of the parties hereto. Each fully or
partially executed counterpart shall be deemed an original, but all
such counterparts taken together shall constitute but one and the same
instrument.
In witness whereof, the parties hereto have executed this First
Amendment on the date first written above.
SELLER:
Midway/Commerce Center Limited Partnership,
a Texas limited partnership
By: Midway Commerce Center
Associates, L.P.,
its general partner
By: Midway Equities, Inc., its
general partner
By: /s/ D. Xxxxx Xxxxxxx
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Name: D. Xxxxx Xxxxxxx
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Title: President
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PURCHASER:
American Industrial Properties REIT,
a Texas real estate investment trust
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: Vice President
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