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EXHIBIT 2.1.3
THIRD AMENDMENT TO PURCHASE AGREEMENT
This Third Amendment to Purchase Agreement (this "Third Amendment") is
made by and among GLENBOROUGH PROPERTIES, L.P., XXXXX XXXXXX LLC, GLB CHASE ON
COMMONWEALTH, L.P., GLB COURTYARD, L.P., GLB FARMHURST, L.P., GLB THE OAKS,
L.P., GLB SHARONRIDGE - PHASE I, LIMITED PARTNERSHIP, GLB SHARONRIDGE - PHASE
II, LIMITED PARTNERSHIP, GLB XXXXXXXX XXXX, L.P., GLENBOROUGH FUND V, LIMITED
PARTNERSHIP, GLENBOROUGH FUND VI, LLC, and GLENBOROUGH FUND X, LIMITED
PARTNERSHIP (collectively, "Transferors") and XXXX GARDENS, LLC, a Nevada
limited liability company ("Buyer").
R E C I T A L S :
A. Transferors and Buyer entered into that certain Purchase Agreement
effective September 26, 2000 (the "Original Agreement"), pursuant to which
Transferors agreed to sell to Buyer and Buyer agreed to purchase from
Transferors the Properties described therein. The Original Agreement has been
amended by that certain First Amendment to Purchase Agreement dated November 10,
2000 (the "First Amendment"), and by that certain Second Amendment to Purchase
Agreement dated as of November 30, 2000 (the "Second Amendment'). The Original
Agreement as amended by the First and Second Amendments is hereinafter referred
to as the "Agreement". Unless otherwise expressly defined, all capitalized terms
used herein shall have the meanings given to such terms in the Agreement.
B. Transferors and Buyer have decided to further amend the Agreement in
certain respects.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants herein contained, Transferors and Buyer hereby agree as follows:
1. Approval Date. The Approval Date, which is defined in Addendum I of
the Agreement, is hereby extended to December 20, 2000, but only as to
Investigation Matters relating to items (iii), (iv) and (v) as shown in the
definition of Investigation Matters. Notwithstanding the foregoing, Buyer shall
continue to have a right of continued inspection and review of the Properties
with respect to items (i) and (ii) of the Investigation Matters until the
extended Approval Date of December 20, 2000.
2. Closing Date. The definition of Closing Date, as set forth in
Addendum I of the Agreement, is hereby modified to mean December 29, 2000.
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3. Loan Commitment Date. The Loan Commitment Date, as defined in Section
5(a)(v) of the Agreement is hereby extended to December 20, 2000.
4. Conditions to Closing. Section 5(a)(viii) of the Agreement is hereby
amended to include the following:
"Buyer agrees to use good faith efforts to keep Transferors
reasonably informed as to the status of Buyer's efforts to obtain the
above referenced written commitment from General Electric Capital
Corporation, and shall provide Transferors telephonic updates on each
business day between the date of this Third Amendment and the revised
Approval Date."
5. Buyer's Deliveries. The deadline for the Transferors' agreement on
the form and content of the Standstill Agreements and the GE Agreement is hereby
extended to December 20, 2000, and Transferors' acceptance of the form of such
Agreements by such date shall be a Transferor's Condition Precedent pursuant to
Section 5(b) of the Purchase Agreement.
6. Ratification. Except as amended by this Third Amendment, the terms
and provisions of the Agreement shall remain in full force and effect, and shall
be binding upon and inure to the benefit of the parties hereto.
(Remainder of page intentionally left blank)
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EXECUTED as of December 12, 2000.
TRANSFERORS:
GLENBOROUGH PROPERTIES, L.P.
a California limited partnership
By Glenborough Realty Trust Incorporated,
a Maryland corporation,
its General Partner
By ______________________________
Its___________________________
XXXXX XXXXXX LLC,
a Delaware limited liability company
By: Glenborough Properties, L.P.,
a California limited partnership
Its Managing Member
By: Glenborough Realty Trust Incorporated
Its General Partner
By: _____________________________
Its__________________________
GLB CHASE ON COMMONWEALTH, L.P.,
a North Carolina limited partnership
By: Glenborough Corporation
Its Agent
By: _____________________________
Its__________________________
GLB COURTYARD, L.P.,
a North Carolina limited partnership
By: Glenborough Corporation
Its Agent
By: _____________________________
Its__________________________
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GLB FARMHURST, L.P.,
a North Carolina limited partnership
By: Glenborough Corporation
Its Agent
By: _____________________________
Its__________________________
GLB THE OAKS, L.P.,
a North Carolina limited partnership
By: Glenborough Corporation
Its Agent
By: _____________________________
Its__________________________
GLB SHARONRIDGE - PHASE I, LIMITED PARTNERSHIP,
a North Carolina limited partnership
By: Glenborough Corporation
Its Agent
By: _____________________________
Its__________________________
GLB SHARONRIDGE - PHASE II, LIMITED PARTNERSHIP,
a North Carolina limited partnership
By: Glenborough Corporation
Its Agent
By: _____________________________
Its__________________________
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GLB XXXXXXXX XXXX, L.P.,
a North Carolina limited partnership
By: Glenborough Corporation
Its Agent
By: _____________________________
Its__________________________
GLENBOROUGH FUND V, LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Glenborough Realty Trust Incorporated
Its Agent
By: _____________________________
Its__________________________
GLENBOROUGH FUND VI, LLC,
a Delaware limited liability company
By: Glenborough Realty Trust Incorporated
Its Agent
By: _____________________________
Its__________________________
GLENBOROUGH FUND X, LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Glenborough Realty Trust Incorporated
Its Agent
By: _____________________________
Its__________________________
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BUYER:
XXXX GARDENS, LLC, a Nevada limited liability company
By: _____________________________
Its__________________________
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