ARDEN REALTY LIMITED PARTNERSHIP
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000 Xxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
March 30, 1998
Highridge-Apollo Grand Plaza, L.P.
0000 Xxxx Xxxxx Xxxxxx, Xxxxx 000
Xx Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx
Re: Continental Grand Plaza.
Gentlemen:
Reference is made to that certain Contribution Agreement
dated March 30, 1998 and covering the Continental Grand Plaza
Office Building ("Agreement"), between you and your direct
and indirect constituent partners as Contributor and the
undersigned as OP ("Arden") regarding the real property
("Property"). Capitalized terms not otherwise defined in
this letter shall have the meaning ascribed to them in the
Agreement.
This letter will acknowledge the mutual understanding of
Contributor and Arden that both have agreed to execute the
above-referenced Agreement in its present form even though it
has not been reviewed by Arden's tax and REIT counsel, Xxxxxx
and Xxxxxxx. If before the close of business on Friday,
April 3, 1998, such counsel has raised material and
substantive comments to the Agreement, the parties agree to
negotiate in good faith to resolve any such issues before the
close of business on April 3, 1998 and to execute a revised
Agreement dealing with such matters. Failure to reach timely
resolution of any such new issues raised by such counsel
shall release Contributor and Arden from any further
obligation or commitment to each other with respect to the
Property and by written notice to the other by either Arden
or Contributor the Agreement shall be terminated and
cancelled and the Escrow Agent shall be instructed to return
the Deposit to Arden. An absence of written notice from such
counsel shall conclusively mean that such counsel has no
material or substantive issues with respect to the Agreement.
This letter may be executed in two or more counterparts,
and, when so executed, will have the same force and effect as
though all signatures appeared on a single document. Any
signature page of this letter may be detached from any
counterpart without impairing the legal effect of any
signatures thereon, and may be attached to another
counterpart identical in form thereto but having attached to
it one or more additional signature pages. In addition to the
foregoing, the parties hereto each (i) has agreed to permit
the use of telecopied signatures in order to expedite the
transaction contemplated by this letter, (ii) intends to be
bound by its respective telecopied signature, (iii) is aware
that the other party will rely on the telecopied signature,
and (iv) acknowledges such reliance and waives any defenses
to the enforcement of this letter and notices effecting the
transaction contemplated by this letter based on the fact
that a signature or notice was sent by telecopy.
If the foregoing is in accordance with your
understanding of our agreement, please sign and return a copy
of this Amendment for our files.
Sincerely,
ARDEN REALTY LIMITED PARTNERSHIP,
a Maryland limited partnership
By: Arden Realty, Inc.
a Maryland corporation
Its general partner
By:/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx,
President and Chief Operating Officer
Accepted and Agreed to this
30th day to March 1998
HIGHRIDGE-APOLLO GRAND PLAZA, L.P.,
a California limited partnership
By: OLYMPIC BEND ASSOCIATES,
a California limited partnership,
Managing General Partner
By:/s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Co-Managing Partner
