Exhibit 10.2
AMENDMENT NO. 1
to
SHARE PURCHASE AGREEMENT
dated as of December 13, 1996
between
AMERICAN INDUSTRIAL PROPERTIES REIT
and
USAA REAL ESTATE COMPANY
THIS AMENDMENT NO. 1 to the
Share Purchase Agreement, dated as of December 13, 1996 (the
"Initial Agreement"), by and between American Industrial
Properties REIT, a Texas real estate investment trust ("Seller"),
and USAA Real Estate Company, a Delaware corporation ("Buyer"),
is hereby made and entered into effective for all purposes as of
December 13, 1996.
RECITALS
WHEREAS, it was and remains
the intention of the parties hereto that Seller not be
consolidated with Buyer under U.S. generally accepted accounting
principles and other purposes;
WHEREAS, the Initial Agreement
originally executed by the parties contained in Section 6.2(b)
provisions contrary to the intent of the parties at the time of
the execution and delivery of the Initial Agreement;
AGREEMENT
NOW THEREFORE, in
consideration of the premises and the mutual covenants and
agreements set forth in the initial Agreement and this Amendment
No. 1 thereto, and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. The first sentence of
Section 6.2(b) of the Initial Agreement is hereby amended and
restated, and an additional second sentence is hereby added, to
read as follows:
In addition to Buyer's
rights under Section 6.2(a), at any time during the three (3)
year period commencing on the Closing Date, Buyer may, by notice
in writing to Seller, require Seller to increase the number of
Trust Managers from five (5) to seven (7), which initial
resulting vacancies shall be filled only by vote of the
shareholders of Seller and not by the Trust Managers. If a
special meeting of shareholders is called to fill the two (2)
initial resulting vacancies prior to an annual meeting of
shareholders after notice by Buyer pursuant to the first sentence
of this Section 6.2(b), Seller shall nominate each of the two (2)
designees of Buyer as Trust Managers.
IN WITNESS WHEREOF, each of
the parties hereto has caused this Agreement to be executed by
its duly authorized officers on this 26th day of February, 1997,
but effective for all purposes as of December 13, 1996.
USAA REAL ESTATE COMPANY
By: /s/ T. Xxxxxxx Xxxxxx
T. Xxxxxxx Xxxxxx
Senior Vice President - Operations
AMERICAN INDUSTRIAL PROPERTIES REIT
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
President and Chief Executive Officer
