44469/0841
9/23/02/TLP/231621.1
FIRST AMENDMENT
TO
REAL ESTATE SALE AGREEMENT
This First Amendment to Real Estate Sale Agreement ("First Amendment") is
entered into as of August 6, 2002 by and between EOP-Industrial Portfolio,
L.L.C., a Delaware limited liability company ("Seller"), and Bedford Property
Investors, Inc., a Maryland corporation ("Purchaser").
Recitals
A. Purchaser and Seller are parties to that certain Real Estate Sale Agreement
dated July 17, 2002 (the "Agreement"), respecting certain real property
commonly known as South San Francisco Business Center located at 000-000
Xxxxxxx Xxxxxx, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx, which real property is more
particularly described in the Agreement.
B. Purchaser and Seller desire to amend the Agreement as hereinafter set
forth.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
which are hereby acknowledged, Purchaser and Seller hereby agree as follows:
1. Defined Terms. Unless otherwise specified herein, capitalized terms herein
shall have the meanings ascribed to them in the Agreement.
2. Proposed Phase II Testing. EMG ("Purchaser's Environmental Consultant")
has provided to Purchaser that certain Proposal for Subsurface Investigation
dated August 1, 2002, a copy of which is attached hereto as Exhibit A (the
"Phase II Proposal"). Pursuant to Section 9.1 of the Agreement, Seller hereby
consents to the subsurface testing described in the Phase II
Proposal; provided, however, that all such testing ("Purchaser's
Phase II Investigation") shall be conducted in compliance with all
the terms and conditions of the Agreement including, but not limited
to, the terms and provisions of such Section 9.1.
3. Due Diligence Period. The Due Diligence Period shall be extended to 5:00
p.m., Chicago time, on the earlier of: (a) August 14, 2002, or (b) the date
that is one (1) business day following Purchaser's receipt of a written report
from Purchaser's Environmental Consultant setting forth the results of
Purchaser's Phase II Investigation.
4. Closing Date. The Closing Date shall be extended to the date that is two
(2) business days following the expiration of the Due Diligence Period.
5. Security Deposits. The following shall be added as the third (3rd)
sentence of Section 5.4.4 of the Agreement:
"In the event Seller is unable, following good faith efforts, to
assign to Purchaser at Closing any such assignable letters of
credit or other instruments, Seller shall after Closing
diligently pursue and complete such assignment(s) and shall take
such actions on Purchaser's behalf with respect thereto as
Purchaser shall reasonably request, which obligations shall
survive the Closing."
6. Ratification; Conflict. Except as expressly set forth herein, the
Agreement remains unmodified and in full force and effect. In the event
of any conflict or inconsistency between the terms of this First
Amendment and the terms of the Agreement, the terms of this First
Amendment shall govern and control.
7. Counterparts. This First Amendment may be executed in one or more
counterparts each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument.
8. Facsimile Signatures. This First Amendment may be delivered by facsimile
transmission with original signatures to follow.
IN WITNESS WHEREOF, Purchaser and Seller have executed this First Amendment
as of the date first set forth above.
SELLER: EOP - INDUSTRIAL PORTFOLIO, L.L.C.,
a Delaware limited liability company
By: EOP Operating Limited
Partnership,
a Delaware limited partnership
Its: Sole Member
By: Equity Office Properties
Trust,
a Maryland real estate
investment trust
Its: General Partner
By: /s/Xxxxxx Xxxxxxx
Name: Brooke Kenevan_
Title: Vice President -
Legal
PURCHASER: BEDFORD PROPERTY INVESTORS, INC.,
a Maryland corporation
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Senior Vice President
