Amendment to Agreement of Purchase & Sale
And Escrow Instructions
This Amendment to Agreement of Purchase & Sale and
Escrow Instructions ("Amendment") dated for reference
purposes as of June 13, 1997, is made by and between BEDFORD
PROPERTY INVESTORS, INC., a Maryland corporation ("Seller")
and ARDEN REALTY LIMITED, a Maryland limited partnership
("Buyer") as an Amendment to that Agreement of Purchase &
Sale and Escrow Instructions between Buyer and Seller for
0000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx and Mariner Court, 0000
Xxx Xxx Xxxx., Xxxxxxxx, Xxxxxxxxxx, dated May 13, 1997 (the
"Agreement"). All capitalized terms shall have the same
meaning as set forth in the Agreement. The parties wish to
amend the Agreement in certain respects, as set forth below:
NOW, THEREFORE, in exchange for the mutual
considerations set forth herein, the parties agree to amend
the Agreement as follows:
1. The Closing Date, previously set by notice from
Seller to Buyer under Sections 1.6 and 4 of the Agreement as
July 1, 1997, is hereby extended to July 31, 1997; provided
that the Initial Deposit amount provided for in Paragraph 2,
below, and the Increased Deposit are delivered to Seller by
5:00 p.m., June 16, 1997.
2. The Initial Deposit of Two Hundred Fifty Thousand
Dollars ($250,000.00) shall be non-refundable as of 5:00
p.m. June 13, 1997, except as provided below. The Initial
Deposit shall be increased to a total of Five Hundred
Thousand Dollars ($500,000.00) by delivery of the additional
sum of Two Hundred Fifty Thousand Dollars ($250,000.00) by
Buyer to Escrow Holder on June 16, 1997 and, on that date,
the entire Initial Deposit ($500,000.00) shall be released
to Seller to be either wired by Escrow Holder to Seller so
as to be received by Seller or picked up by Seller from
Escrow Holder, prior to 5:00 p.m. that day. The entire
Initial Deposit shall be nonrefundable, except in the event
of a default by Seller or failure of a condition to the
Agreement contained in Section 11 (Title) or 14 (Conditions
Precedent to Buyer's Obligation to Close Escrow). Buyer
shall also deliver the Deposit Note (the "Increased
Deposit") to Escrow Holder on or before June 16, 1997, which
Deposit Note shall be held under Section 3 of the Agreement
(nonrefundable, subject only to the satisfaction of the
remaining conditions of Closing).
3. Upon release of the Initial Deposit and its
Delivery to Seller, until Close of Escrow or termination of
this Agreement under its terms, Seller shall not enter into
any new lease of any portion of the Property without first
obtaining Buyer's approval.
4. Buyer hereby gives Seller notice of its election
not to give a Termination Notice under the provisions of
Section 7 of the Agreement and Buyer hereby waives its right
to terminate this Agreement, with respect to the
contingencies set forth in Section 6, only, as provided
under said Section 7.
5. Section 14.2 of the Agreement shall be amended to
provide that the Tenant Estoppels shall not be required to
be dated within thirty (30) days of the Closing Date, as
above extended, but rather shall be dated not earlier than
May 31, 1997.
6. Except as set forth above, all provisions of the
Agreement shall remain in full force and effect.
7. This Amendment may be executed in counterparts,
and a fully executed set of counterparts shall constitute a
single instrument. A facsimile transmitted copy of an
executed original hereof shall be as effective as the
original signed document.
BEDFORD PROPERTY INVESTORS, ARDEN REALTY LIMITED, a
INC., a Maryland corporation Maryland Partnership
By:/s/ Xxx Xxxxxx By: /s/Xxxxxx X. Xxxxxxx
Title: Senior Vice President Title: President and COO
