ARDEN REALTY LIMITED PARTNERHSHIP
October 7, 1997
VIA FACSIMILE
Foremost Carmel Mountain Ltd.
00000 Xxxxxx Xxxxxxx
Xxxxx X
Xxxxxx Xxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx X. Wish
Re: Agreement of Purchase and Sale dated as of August 15,
0000/00000 Xxxxx Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx
Gentlemen:
This letter refers to that certain Agreement of Purchase and
Sale and Joint Escrow Instructions dated as of August 15, 1997
(the "Agreement"), by and between Foremost Carmel Mountain Ltd.,
a California limited partnership ("Seller") and Arden Realty
Limited Partnership, a Maryland limited partnership ("Buyer").
All capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Agreement.
Notwithstanding anything to the contrary contained in the
Agreement, Buyer and Seller hereby agree as follows:
1. The Contingency Period, insofar as it relates to the
rights of Buyer to review and approve or disapprove the Estoppel
Certificates, is hereby extended to 6:00 p.m. on Monday,
September 29, 1997. Buyer shall continue to have the rights
afforded it under Section 5.4 of the Agreement with respect to
the Estoppel Certificates.
2. Buyer has reviewed and has approved the matters shown
on that certain preliminary title report prepared by Chicago
Title Insurance Company and dated as of August 14, 1997, order
no. 007359411, except as follows: real property taxes as shown in
item no. 1 are to be prorated at Closing through Escrow in
accordance with the Agreement; and item nos. 18, 19 and 20, which
all relate to financing on the Property, are disapproved and are
to be paid by Seller through Escrow at Closing in accordance with
the Agreement, and provided Buyer obtain the following
endorsements, all of which have been consented to by the Title
Company: 100, 116, 116.1, 103.7, 103.3 as to item nos. 3 and 10,
123.2, and 103.9 as to item nos. 13, 14, 16 and 17.
3. Buyer and Seller intend to close the transactions
contemplated by the Agreement on Tuesday, September 30, 1997.
4. With respect to various physical deficiencies of the
Property discovered by Buyer and listed on that certain list
entitled "Work to be performed by the Seller from Exhibit A,
00000 Xxxxxx Xxxxxxxx Xxxx (sic), San Diego, CA", together with
Exhibit A thereto and attached hereto as Schedule 1 (the
"Physical Deficiencies List"), Buyer and Seller have agreed as
follows:
4.1 Buyer shall receive a credit against the Purchase
Price at Closing of Four Thousand Five Hundred Dollars ($4,500)
for the window repairs at the Property more specifically noted as
item 10.e. on the Physical Deficiencies List.
4.2 Buyer and Seller shall instruct Escrow Holder to
hold back the sum of Forty-Five Thousand Five Hundred Dollars
($45,500) (the "Hold Back Sum") from the proceeds due Seller at
Closing pending Seller's completion, to Buyer's satisfaction, in
Buyer's sole and absolute discretion, of the remaining repairs,
alterations and other works of improvements set forth in the
Physical Deficiencies List within thirty (30) days following the
Closing Date. The Hold Back Sum shall be promptly released to
Seller upon Buyer's approval, in writing, of the repairs so
completed by Seller. In the event Seller fails to satisfactorily
complete such repairs within such thirty (30) day period, so much
of the Hold Back Sum as is necessary for Buyer to complete all
remaining repairs shall be released to Buyer, without limiting or
otherwise impairing any other rights of Buyer, and the balance of
the Hold Back Sum, if any, shall be released to Seller.
5. Except as otherwise specifically set forth in this
letter to the contrary, Buyer has completed its due diligence
with respect to the Property and has approved the same.
6. The parties signing below represent and warrant that
they have the authority to bind the entity on whose behalf they
are signing.
If you are in agreement with the foregoing, please so
indicate in the space provided below and return it by facsimile
to the undersigned at (000) 000-0000.
Very truly yours,
Arden Realty Limited Partnership,
a Maryland limited partnership
By: Arden Realty Group, Inc.
a Maryland corporation
Its: General Partner
By: /s/ Xxxxxx X. Xxxxxxx
Its: President and COO
Acknowledged, accepted and agreed to this 26th day of September,
1997:
Foremost Carmel Mountain Ltd.,
a California limited partnership
By: Mammoth Equities, LLC,
a Nevada limited liability company
Its: General Partner
By: /s/ Xxxxxx X. Wish
Its: Managing Manager
