FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT
ESCROW INSTRUCTIONS (this "First Amendment") is entered into as of
March 24, 1997, by and between QRE HOLDING COMPANY, a California
corporation ("Seller"), and ARDEN REALTY LIMITED PARTNERSHIP, a
Maryland limited partnership ("Purchaser"), with reference to the
following Recitals.
R E C I T A L S:
A. Seller and Purchaser have previously entered into that
certain Purchase and Sale Agreement and Joint Escrow Instructions
dated as of March 12, 1997 (the "Original Agreement"). All initial
capitalized terms not otherwise defined herein shall have the meanings
set forth in the Original Agreement unless the context clearly
indicates otherwise. References to "the Agreement" or "this
Agreement" in the Original Agreement or in this First Amendment shall
mean and refer to the Original Agreement, as amended by this First
Amendment.
B. Seller and Purchaser desire to amend the Original Agreement
on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing Recitals and
the mutual promises, covenants and conditions contained herein, and
for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby amend the
Original Agreement as follows:
1. Surety Financial Services Lease. Pursuant to Section 11(b) of
the Agreement, Seller has previously forwarded to Purchaser for
Purchaser's approval a copy of a proposed lease with Surety
Financial Services and a 1/8" scale space plan (the "Surety
Lease"). Purchaser has previously disapproved the Surety Lease
based upon the economics of the proposed Surety Lease. In order
to induce Purchaser to accept and approve the Surety Lease,
Seller has agreed to give Purchaser a credit against the Purchase
Price payable at the Closing in the amount of Twenty Two Thousand
and no/100s Dollars ($22,000.00). As full and complete
compensation for Purchaser's approval of the Surety Lease,
Section 3 of the Original Agreement is hereby amended to reduce
the Purchase Price for the Property by Twenty Two Thousand and
no/100s Dollars ($22,000.00) to Six Million Six Hundred Twenty-Eight
Thousand and no/100s Dollars ($6,628,000.00). Purchaser
expressly acknowledges and agrees that, upon consummation of the
transaction contemplated by the Agreement, Purchaser shall be
solely responsible for all costs of tenant improvements, rental
concessions, and leasing commissions payable by the landlord in
connection with the Surety Lease.
2. Closing. Section 15 of the Original Agreement is hereby amended
to change the outside date for the Closing to not later than
April 3, 1997.
3. Amendment to Section 21(a). Section 21(a) of the Original
Agreement is hereby amended by adding the following to the end of
such section:
Provided the transaction contemplated by this Agreement is
consummated, Seller hereby agrees, for a period of thirteen
(13) months from the date of the Closing, (a) to maintain a
minimum net worth in the amount of One Hundred Thousand and
no/100s Dollars ($100,000.00), (b) to create a liquidating
trust, in form reasonably satisfactory to Purchaser, in the
amount of One Hundred Thousand and no/100s Dollars
($100,000.00), (c) to post a letter of credit, in form
reasonably satisfactory to Purchaser, in the amount of One
Hundred Thousand and no/100s Dollars ($100,000.00), or (d)
to provide such other financial assurance as Seller in its
sole discretion shall elect to cover Seller's One Hundred
Thousand and no/100s Dollar ($100,000.00) contingent
liability hereunder provided the form thereof is reasonably
satisfactory to Purchaser.
4. Effect of this First Amendment. Except as amended and/or
modified by this First Amendment, the Agreement is hereby
ratified and confirmed and all other terms of the Original
Agreement shall remain in full force and effect, unaltered and
unchanged by this First Amendment. In the event of any conflict
between the provisions of this First Amendment and the provisions
of the Original Agreement, the provisions of this First Amendment
shall prevail. Whether or not specifically amended by this First
Amendment, all of the terms and provisions of the Original
Agreement are hereby amended to the extent necessary to give
effect to the purpose and intent of this First Amendment.
5. Counterparts. This First Amendment may be executed in any number
of counterparts, each of which shall be deemed an original, but
all of which when taken together shall constitute one and the
same instrument. The signature page of any counterpart may be
detached therefrom without impairing the legal effect of the
signature(s) thereon provided such signature page is attached to
any other counterpart identical thereto except having additional
signature pages executed by other parties to this First Amendment
attached thereto.
[Signatures on next page]
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized representatives to execute this First Amendment as of the
date first above written.
SELLER: QRE HOLDING COMPANY,
a California corporation
By: /s/ Xxxxx X. Xxxxxxx
Its Authorized Signatory
By: /s/ Xxxxxxx X. Xxxxxx
Its Authorized Signatory
PURCHASER: ARDEN REALTY LIMITED PARTNERSHIP,
a Delaware limited partnership
By: ARDEN REALTY GROUP, INC.,
a Maryland corporation,
as General Partner
By:/s/ Xxxxxxx X. Xxxxx
Its: Chairman and CEO
