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 (AFirst Amendment@) is entered into
by and among Fairfax Centre, LLC, a California limited liability
company (AFairfax Centre@), 000 Xxxxx Xxxxxxx, LLC, a California
limited liability company (ABuyer@), Xxxxxx Xxxxxxxxxx, a single
man (AGottfurcht@) and Indoprop, LLC, a California limited
liability company (AIndoprop@) with reference to the following
facts:
A. Fairfax Centre and Arden Realty Limited
Partnership, a Maryland limited partnership (AArden@) entered
into that certain Agreement of Purchase and Sale and Joint Escrow
Instructions dated as of August 29, 1997 (AAgreement@) pursuant
to which Buyer agreed to purchase from Fairfax Centre certain
land improvements, fixtures and appurtenances situated thereon
(collectively, the AReal Property@). Pursuant to that certain
Assignment Agreement dated October 20, 1997, Arden assigned its
interest in the Agreement to Buyer. All definitions not further
defined herein shall have the meaning as set forth in the
Agreement.
B. Fairfax Centre is a California limited liability
company, the sole members of which are Gottfurcht and Indoprop
who each hold equal 50% interests.
C. On February 1, 1996, Gottfurcht and Indoprop
acquired the Real Property as tenants-in-common, each as to an
undivided 50% interest.
X. Xxxxxx Asset Capital Corporation, as a condition
to the $4,125,000 loan made on December 19, 1996, which presently
encumbers the Real Property, required Gottfurcht and Indoprop to
transfer legal title to the Real Property to Fairfax Centre.
E. Fairfax Centre now desires to transfer legal title
to the Real Property to Gottfurcht and Indoprop, each to a 50%
tenancy-in-common interest, and Buyer and Fairfax Centre desire
to amend the Agreement to reflect that Gottfurcht and Indoprop
will transfer all of their right, title and interest in and to
the Real Property to Buyer in satisfaction of Fairfax Centre=s
obligations under the Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Consent to Transfer. Buyer hereby acknowledges
the transfer of the Real Property to Gottfurcht and Indoprop,
each as to an undivided 50% tenancy-in-common interest and
consents to the transfer by Gottfurcht and Indoprop of their
interests in the Real Property to Buyer in satisfaction of
Fairfax Centre=s obligations under the Agreement.
Notwithstanding the transfer of the tenants-in-common interests
in the Real Property to Gottfurcht and Indoprop, Buyer agrees
that Gottfurcht=s and Indoprop=s sole responsibility under the
Agreement shall be to deliver the Deed as described in the
Agreement, that it will look solely to Fairfax Centre with regard
to all other obligations under the Agreement and that Gottfurcht
and Indoprop will have no personal liability thereunder.
2. Other Conveyance Documents. Gottfurcht and
Indoprop, concurrently with the conveyance of the Real Property
to Buyer, will also convey, without the necessity of further
documentation, all of their respective right, title and interest
in and to the Intangible Property, the Escrow Fund, the Leases
and Personal Property.
3. Counterparts. This First Amendment may be
executed in one or more counterparts, each of which shall be
deemed an original and all of which, when taken together, shall
constitute one and the same instrument.
4. Full force and Effect. In all other respects, the
Agreement remains in full force and effect.
IN WITNESS WHEREOF, the parties have executed this
First Amendment as of October ___, 1997.
000 XXXXX XXXXXXX, LLC, a California
limited liability company
By: ARDEN REALTY LIMITED PARTNERSHIP, a
Maryland limited partnership,
Managing Member
By: ARDEN REALTY, INC., a Maryland
corporation,its general partner
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx Xxxxxxx,
President and Chief Operating Officer
FAIRFAX CENTRE,LLC, a California limited liability
company
By: /s/ Xxxxxx Xxxxxxxxxx
XXXXXX XXXXXXXXXX, its Co-Manager
By: INDOPROP, LLC, a California limited liability
company, its Co-Manager
By: /s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx, its Manager
[Signatures Continued on Next Page]
[Signatures Continued from Previous Page]
/s/ Xxxxxx Xxxxxxxxxx
XXXXXX XXXXXXXXXX
INDOPROP, LLC, a California
limited liability company
By: /s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx, its Manager
