THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
Third Amendment made and entered into this 18th day of February 1997, by
and between Xxxx Xxxxxxx Mutual Life Insurance Company ("Seller") and Arden
Realty Limited Partnership ("Buyer").
WITNESSETH THAT:
WHEREAS, Seller and Buyer executed a Purchase and Sale Agreement dated
January 10, 1997, as amended by a First Amendment to Purchase and Sale
Agreement dated January 31, 1997 and a Second Amendment to Purchase and Sale
Agreement dated February 14, 1997 (the "Agreement"), pursuant to which buyer
has agreed to Purchase and Seller has agreed to sell the premises commonly
known as 00000 Xxxxx Xxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, a multi-story
office building ("Premises") as more fully described in the Agreement; and
WHEREAS, Buyer and Seller wish to amend certain of the terms of the
Agreement;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Agreement is amended as follows:
1. Buyer's Review. Section 4 of the Agreement is hereby amended to
acknowledge that Buyer has approved of all of the matters and things subject
to its review and approval, subject only to the (1) receipt and approval of
the Tenant Estoppels as provided for under Section 5B (2), and (2) City
Approval of Certain Uses as proved for under Section 5B (3) as added to the
Agreement in paragraph 2 below.
2. Conditions Precedent. Section 5B (a) of the Agreement is hereby
amended to add thereto an additional subparagraph 3, as follows:
"3. City Approval of Certain Uses. The City shall have waived or
modified to Buyer's satisfaction the existing and recorded covenant against
the Premises forbidding use of the Premises, or any portion thereof, as an
office for residential real estate brokerage business, among other proscribed
uses; and the City shall continue to acknowledge by an agreement to be
recorded that the requirement of valet parking shall be eliminated and that
the restriction against the Premises being utilized for medical or dental
offices shall also be eliminated on the condition that the owner of the
Premises agree to provide free transient parking on the Premises."
3. Closing. Section 3 of the Agreement is hereby amended to provide
that the Closing will occur two (2) business days following satisfaction or
waiver by Buyer of the Conditions Precedent set forth in Section 5B (a) of the
Agreement, but not later than April 1, 1997.
4. Miscellaneous. Except as hereby amended, Buyer and Seller hereby
ratify, confirm and adopt the Agreement as amended by the First Amendment,
Second Amendment and this Third Amendment. Time remains of the essence.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed as of the day and year first above written.
SELLER:
XXXX XXXXXXX MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Senior Investment Officer
BUYER:
ARDEN REALTY LIMITED PARTNERSHIP
a Maryland limited partnership
By: Arden Realty, Inc.,
a Maryland corporation,
its sole general partner
By:/s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: CEO
