FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND
JOINT ESCROW INSTRUCTIONS
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND
JOINT ESCROW INSTRUCTIONS ("Amendment") is made and entered into
and is effective as of the 14th day of May, 1997 (the "Effective
Date"), by and between THE MUTUAL LIFE INSURANCE COMPANY OF NEW
YORK, a New York corporation ("Seller"), and ARDEN REALTY LIMITED
PARTNERSHIP, a Maryland limited partnership ("Buyer").
RECITALS
A. Seller and Buyer entered into that certain Purchase and
Sale Agreement and Joint Escrow Instructions, dated April 29,
1997 ("Original Purchase Agreement") pursuant to which Seller
agreed to sell and Buyer agreed to purchase that certain property
as defined in subsections (a) through (g) of the Original
Purchase Agreement (collectively referred to herein as the
"Property"). All terms with initial capitalization used and not
otherwise defined herein shall have the meanings set forth in the
Original Purchase Agreement.
B. Seller and Buyer now desire to amend the Original
Purchase Agreement to reduce the Purchase Price as a result of
certain matters discovered by Buyer during Buyer's due diligence
period (which matters Buyer believes affect the value of the
Property), and to clarify certain other matters relating to the
sale, as further set forth below.
AGREEMENT
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS,
the mutual covenants set forth in this Amendment and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Buyer and Seller hereby agree as
follows:
1. Definitions. From and after the date hereof, all
references to the "Agreement" in the Original Purchase Agreement
shall mean the Original Purchase Agreement, as amended hereby.
2. Purchase Agreement. Section 3 of the Original Purchase
Agreement is deleted and replaced with the following:
"The "Purchase Price" for the Property shall be Eighty
Million Fifty-Six Thousand Dollars ($80,056,000.00),
payable in immediately available funds upon Closing,
and otherwise in accordance with the terms and the
conditions contained in this "Agreement."
3. Rental Concessions Credits. Buyer acknowledges and agrees
that there will be no free rent credit to Buyer under Section
4(h) of the Agreement.
4. Investigation Period Expiration; Delivery of Deposit to
Seller. The Investigation Period has expired in accordance with
Section 5(c) of the Agreement, and Buyer has elected to purchase
the Property pursuant to and in accordance with the Agreement.
Without limiting the generality of the foregoing, Buyer
acknowledges and agrees that it has approved the survey and
matters shown thereon, and all other matters relating to the
Property. In furtherance thereof, Buyer hereby instructs Escrow
Agent to deliver the Deposit to Seller on May 15, 1997, as
provided in the Agreement.
5. Miscellaneous. Except to the extent the Original Purchase
Agreement is amended hereby, all other terms and provisions of
the Original Purchase Agreement shall remain in full force and
effect. No amendments hereto shall be enforceable except if in
writing and executed by each of the parties. This Amendment may
be executed in two or more counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the undersigned have executed this
Amendment as of the date first set forth above.
"SELLER"
THE MUTUAL LIFE INSURANCE
COMPANY OF NEW YORK,
a New York corporation
By:/s/ Xxxxxxx X. Xxxxxxxxxx
Its:/s/ Regional Vice Presdient
"BUYER"
ARDEN REALTY LIMITED PARTNERSHIP,
a Maryland limited partnership
By: /s/ Xxxxxx X. Xxxxxxx
Its: President and COO
By:
Its:
"ESCROW AGENT:" The undersigned acknowledges receipt of this
Amendment and agrees to act in accordance with all applicable
provisions contained herein.
FIRST AMERICAN TITLE INSURANCE COMPANY,
a California corporation
By: Xxxx Xxxx Grousch
Its: Escrow Officer
