EXHIBIT 10.2
FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT
(SERRAMONTE PLAZA)
This First Amendment To Purchase and Sale Contract (this "Amendment") is
entered into as of the 13th day of August, 1999, by and between SERRAMONTE
PLAZA, a California limited partnership ("Seller"), and STRATEGIC ACQUISITION
CORPORATION, a Delaware corporation ("Purchaser") with respect to an escrow
established with Fidelity National Title Insurance Company.
Reference is made to that certain Purchase and Sale Contract dated as of
July 6, 1999 between Purchaser and Seller (the "Contract"). Capitalized terms
not otherwise defined herein shall have the meanings ascribed to them in the
Contract.
Purchaser and Seller desire to amend the Contract pursuant to the terms set
forth below.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Contract is hereby amended as follows:
PURCHASE PRICE. For valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Purchase Price is hereby reduced by the sum
of Sixty One Thousand Three Hundred Seventy Five and no/100 Dollars
($61,375.00), from $20,150,000.00 to $20,088,625.00.
EXPIRATION OF FEASIBILITY PERIOD/WAIVER OF CONTINGENCIES/ADDITIONAL
DEPOSIT. Purchaser acknowledges that the Feasibility Period has expired and
Purchaser waives all contingencies set forth in Section 5 and 6 (except as set
forth in Purchaser's August 5, 1999 title objection letter to Seller and Escrow
Agent) relating thereto. Escrow Agent acknowledges that it has agreed to
satisfy all of the title objections set forth in the title objection letter. In
addition, Purchaser acknowledges that Purchaser shall deliver to the Escrow
Agent the Additional Deposit in the amount of $100,000.00 on or before the close
of business on August 16, 1999.
CLOSING DATE. The Closing Date shall occur on September 13, 1999 (subject
to Seller's right to extend the Closing Date for up to ten (10) days under the
terms of Section 7.1.2 of the Agreement). Notwithstanding the foregoing, if
Lender has not given its consent and approval to the matters set forth in
Section 4.2 and Section 9.1.4 (loan assumption, release of Seller, transfer of
title) on or before September 9, 1999, Seller and/or Purchaser shall have the
right to cause the Closing Date to be extended for an additional period not to
exceed fifty-three (53) days (e.g., until no later than November 15, 1999) in
order to obtain said consent and approval; provided, however, that Purchaser's
right to elect such extension is conditioned on Purchaser having submitted the
application and the application fee to Lender no later than August 18, 1999
(provided that Seller has delivered to Purchaser a signed copy of the
application together with all information Seller is required to provide
thereunder by August 17, 1999), and Purchaser having thereafter been proceeding
diligently and in good faith to obtain said consent and approval of Lender (as
determined by Seller in its reasonable discretion).
ALLOCATION OF REPLACEMENT RESErvE CLAIM. Seller has submitted a claim for
reimbursement of funds from the replacement reserve, which funds may or may not
be delivered prior to the Closing Date. Purchaser acknowledges that said funds,
whenever reimbursed, shall be the sole property of Seller. Consequently,
Section 7.1.3 is amended to add a Section 7.1.3.1 to read as follows:
"Purchaser acknowledges that on July 7, 1999, Seller requested reimbursement
from Lender in the amount of $194,000.00 for capital expenditures, tenant
improvements and leasing costs which have been incurred in connection with the
Property and paid by Seller during the last year, said reimbursement to be paid
by Lender out of the replacement reserve as governed by the Loan documents.
Purchaser and Seller hereby agree that, if prior to the Closing Date, Lender has
not yet reimbursed Seller pursuant to Seller's request, Seller shall
nevertheless remain entitled to such reimbursement, and Purchaser agrees to
cooperate with Seller at no cost or liability to Purchaser in connection with
all reasonable efforts by Seller to collect such reimbursement, and to promptly
deliver to Seller such reimbursement if paid by Lender directly to Purchaser.
RELEASE PARCELS. Exhibit C is hereby amended to include the following
parcel: Xxx 0, Xxxxx 00, as shown on that certain Map entitled "RESUBDIVISION
OF XXX 0, XXXXX 00, XXXXXXXXXX UNIT NO. 13 VOL. 72 OF MAPS, PAGES 1 & 2, XXXX
CITY, SAN MATEO COUNTY, CALIFORNIA," filed in the office of the recorder of the
County of San Mateo, State of California, on March 04, 1975, in Book 86 of Maps
at page(s) 46 & 47. Assessor's Parcel No.: 000-000-000. Exhibit C, as
amended, is attached hereto and made a part hereof, and hereby replaces in its
entirety Exhibit C to the Contract.
1. This Amendment may be executed in counterparts, each of which when
compiled together shall constitute one and the same original.
2. Except as expressly modified hereby, all terms and conditions of the
Contract remain unmodified and in full force and effect.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, Seller, Purchaser and Assignee have entered into this
Amendment as of the date written above.
"SELLER"
SERRAMONTE PLAZA, a California limited partnership
By: GP Services XVII, Inc., a South Carolina corporation, Its General Partner
By:_______________________________
Its _________________________
"PURCHASER"
STRATEGIC ACQUISITION CORPORATION, a Delaware corporation
By:_____________________________________
Its:_______________________________
"ESCROW AGENT"
FIDELITY NATIONAL TITLE INSURANCE COMPANY
By:_____________________________________
Its:_______________________________
"BROKER"
TC NORTHERN CALIFORNIA, INC.
By:_____________________________________
Its:_______________________________
EXHIBIT C
[PORTION OF PROPERTY TO BE PARTIALLY RELEASED]
All that certain land situated in San Mateo County, California described as
follows:
PARCEL I:
Xxxx 0, 0, 0, 00, 00 xxx 00, Xxxxx 58, as shown on that certain Map entitled,
"RESUBDIVISION OF XXX 0, XXXXX 00, XXXXXXXXXX UNIT NO. 13 VOL. 72 OF MAPS, PAGES
1 & 2, XXXX CITY, SAN MATEO COUNTY, CALIFORNIA", filed in the office of the
recorder of the County of San Mateo, State of California, on March 04, 1975 in
Book 86 of Maps at page(s) 46 & 47.
EXCEPTING THEREFROM all buildings and improvements of any nature located on
aforesaid Lots 4, and 18, Block 58, as granted in the Deed from Xxxxxxx Land
Company, to Citizens Savings and Loan Association, a California corporation,
recorded January 17, 1977, in Book 7358, Page 221, Official Records.
Assessors Parcel No: 000-000-000/ Joint Plant No.: 086-046-058-0004t
000-000-000/ Joint Plant No: 086-046-058-0006t
000-000-000/ Joint Plant No: 086-046-058-0009t
000-000-000/ Joint Plant No: 086-046-058-0010t
000-000-000/ Joint Plant No: 086-046-058-0017t
000-000-000/ Joint Plant No: 086-046-058-0018t
PARCEL III:
Parcel B, as shown on that certain Map entitled, "PARCEL MAP BEING A
RESUBDIVISION OF LOT 11 AS SHOWN ON THAT CERTAIN MAP ENTITLED "RESUBDIVISION OF
XXX 0, XXXXX 00, XXXXXXXXXX UNIT NO. 13" RECORDED MARCH 4, 1975 IN BOOK 86 OF
MAPS AT PAGES 46 AND 47, SAN MATEO COUNTY RECORDS, XXXX CITY, SAN MATEO COUNTY,
CALIFORNIA", filed in the office of the County Recorder of San Mateo County,
State of California on June 1, 1977 in Book 37 of Parcel Maps at page 11.
Assessors Parcel No: 000-000-000/ Joint Plant No: 086-046-058-0011t.
