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AMENDMENT NO. 4
TO
PURCHASE AND SALE AGREEMENT
This Amendment No. 4 is executed as of October 23, 1997, by and between
PARKWAY CAPITAL, INC., a Washington corporation, or assigns ("Buyer"), and
AMERICAN PROPERTIES INVESTMENTS, INC., a Washington corporation ("Seller"), with
respect to that certain Real Estate Purchase and Sale Agreement and Joint Escrow
Instructions between the parties dated as of August 5, 1997, as amended by
Amendment No. 1 dated as of August 18, 1997, Amendment No. 2 dated as of
September 30, 1997, and Amendment No. 3 dated as of October 16, 1997
(collectively, the "Agreement"). Capitalized terms not defined herein shall have
the meanings set forth in the Agreement.
The parties agree as follows:
1. Waiver of Contingencies. Buyer confirms that Buyer has completed its
inspection and review of the Property, is fully satisfied with the Property and
has waived all contingencies with respect to the Property that Buyer is required
to waive on or before the last day of the Review Period except for the Open
Contingencies identified in Amendment No. 3.
2. Extension of Review Period. Notwithstanding anything to the contrary
in the Agreement (or any prior Amendment), the parties agree that Buyer's
Review Period (as previously extended) is hereby extended to October 28, 1997,
with respect to the Open Contingencies only, and the Agreement shall be deemed
amended accordingly. Buyer acknowledges that Buyer's Review Period has expired
with respect to all contingencies that Buyer is required to waive on or before
the last day of the Review Period other than the Open Contingencies.
3. Closing Date. Although Buyer's Review Period has been extended as set
forth in this Amendment No. 4, the parties agree that the Closing Date has not
been extended, which the parties confirm will be November 17, 1997.
4. Closing Conditions. By execution of this Amendment No. 4, Buyer does
not waive its right to terminate the Agreement under Section 10.1 of the
Agreement because of a failure of one of the Major Tenants to deliver an
Estoppel Certificate on or before Closing, or any other conditions to Closing
that are not required under the terms of the Agreement to be waived prior to
Closing.
5. Scope of Amendment. Except as expressly amended herein, all of the
terms and conditions of the Agreement (as previously amended) are incorporated
herein by reference and remain in full force and effect.
6. Counterparts. This document may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute the same document, whether or not all parties execute
each counterpart.
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 4 as of
the date first written above.
BUYER: SELLER:
PARKWAY CAPITAL, INC., AMERICAN PROPERTIES INVESTMENTS, INC.,
a Washington corporation a Washington corporation
By /s/ XXXXXXX XXXXXXXXX By /s/ XXXXXXX X. XXXXXX
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Xxxxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxx
Its President Its Treasurer
