EXHIBIT 10.45
AMENDMENT NO. 2 TO CONTRIBUTION
AGREEMENT - BASIC ECONOMIC TERMS
(Loma Square)
THIS AMENDMENT NO. 2 is made and entered into as of March 26, 1998, by and
between the undersigned Transferee and the undersigned Transferor with respect
to the following facts:
RECITALS
A. Transferor and Transferee have made and entered into that certain
Contribution Agreement - Basic Economic Terms (the "Contribution Agreement"), of
even date herewith, pursuant to which Transferee has agreed to convey to
Transferor certain real property as more particularly described therein.
B. Attached to the Contribution Agreement and made a part thereof is that
certain General Conditions to Agreement (the "General Conditions"). Transferor
and Transferee desire hereby to amend said General Conditions in the manner
provided for herein.
TERMS AND CONDITIONS
NOW THEREFORE, in consideration of the foregoing recitals, the mutual
covenants contained herein, and other good and valuable consideration, receipt
and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. AMENDMENT. Paragraph 14 of Addendum I to the General Conditions to
the Contribution Agreement is hereby amended to provide in full as follows:
"14. CLOSING DATE. March 27, 1998, or such other later or earlier
date as Transferor and Transferee shall mutually agree."
2. PRORATION OF RECOVERABLE EXPENSES. Notwithstanding anything to the
contrary set forth in the Contribution Agreement or the General Conditions
thereto, Transferor and Transferee agree that Transferor shall for the period
from January 1, 1998, through March 31, 1998, be responsible to pay for
Recoverable Expenses for that period; provided, however, that all post-closing
adjustments required by paragraph 7 (a) (ii) shall continue to be required as
provided therein, except that the date of proration shall be as provided in this
paragraph 2.
3. NO OTHER CHANGES. Except as expressly amended hereby, the
Contribution Agreement shall remain in full force and effect without any other
changes or alterations of any nature whatsoever.
IN WITNESS WHEREOF, this Agreement has been entered into by the parties
as of the date first above written.
Transferor: XXXXXX/LOMA SQUARE ASSOCIATES,
a California limited partnership
By: HI-Loma, a California general partnership,
general partner
By: Xxxxxx Investments, a California general
partnership, general partner
By: WWH Investments, Inc., a California
corporation, general partner
By: ______________________________
Xxxxxxx X. Xxxxxx, Xx.
Its: President
Transferee: Xxxxxxxxx Xxxxxx Properties Operating Partnership,
L.P. a California limited partnership
By: Xxxxxxxxx Xxxxxx Properties, Inc., a Maryland
corporation, its General Partner
By: Stuart X.X. Xxxxxxx
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Its: Senior Vice President
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Chief Financial Officer
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