THIRD AMENDMENT TO AGREEMENT OF SALE
THIS THIRD AMENDMENT TO AGREEMENT OF SALE (this "Amendment") is made and
entered into as of this day of April, 1997, by and between GATEWAY COASTAL
PROPERTIES, INC., a California corporation (the "Purchaser") and TYSONS CORNER
LIMITED PARTNERSHIP, an Illinois limited partnership ("Seller").
W I T N E S S E T H:
WHEREAS, Seller and RREEF America L.L.C., a Delaware limited liability
company ("RREEF") are parties to that certain Agreement of Sale, dated March
11, 1997, which Agreement has been amended pursuant to (i) a letter amendment
executed by Seller and RREEF as of March 12, 1997, and (ii) a Second Amendment
to Agreement of Sale executed by Seller and RREEF as of March 20, 1997
(collectively, the "Agreement"):
WHEREAS, RREEF assigned all of its rights and obligations as Purchaser
under the Agreement of Sale to Purchaser, pursuant to an Assignment and
Assumption of Agreement and Purchase of Sale, dated as of March 21, 1997,
between RREEF and Purchaser; and
WHEREAS, Seller and Purchaser desire to amend the Agreement in accordance
with the terms of this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. All terms not otherwise defined herein shall have the meanings ascribed to
each in the Agreement.
2. With respect to Paragraph 8 of the Agreement, the Closing Date is hereby
changed from April 16, 1997 to April 22, 1997.
3. With respect to Paragraph 26.4 of the Agreement, the date for Seller's
delivery of Tenant Certificates or Seller Tenant Certificates from non-Major
Tenants is hereby changed from April 10, 1997 to April 15, 1997.
4. Purchaser hereby acknowledges that Seller has satisfied its obligation to
deliver to Purchaser a Tenant Certificate from Major Tenant, and each such
Tenant Certificate has been reviewed and approved by Purchaser; provided that,
with respect to the Tenant Certificate from Deltek Systems, Inc., Seller agrees
to escrow the amount of $13,867 with the Title Insurer until such time as
Deltek delivers notice to Purchase that such dispute has been resolved.
5. Seller hereby confirms that the issue raised in Section 9 of the Manpower
estoppel regarding the installation of new carpeting refers to the same issue
raised as an outstanding tenant improvement for Manpower (in the maximum amount
of $5000) on Exhibit N to the Agreement.
6. Except as amended and modified hereby, the Agreement shall be and remain
unmodified and in full force and effect in accordance with its terms, and each
and every one of its provisions, as amended and modified by this Amendment, are
hereby adopted, ratified and affirmed. In the event of any conflict between
the Agreement, or any other document, and this Amendment, the terms, conditions
and provisions hereof shall govern.
7. This Amendment may be executed in counterparts each of which shall be
deemed an original, but all of which, when taken together shall constitute one
and the same instrument. To facilitate the execution of this Amendment, Seller
and Purchaser may execute and exchange by telephone facsimile counterparts of
the signature pages, with each facsimile being deemed an "original" for all
purposes.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first set forth above.
PURCHASER:
GATEWAY COSTAL PROPERTIES, INC. a California
corporation
By: /s/Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx
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Its: Vice President & Secretary
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SELLER:
TYSONS CORNER LIMITED PARTNERSHIP, an Illinois
limited partnership
By: /s/Xxxx X. Xxxxxx, Xx.
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Name: Xxxx X. Xxxxxx, Xx.
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Its: Senior Vice President
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