FIRST AMENDMENT TO
Exhibit 10.3
FIRST AMENDMENT TO
LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT
XXXX & UNIVERSITY, LLC
This First Amendment to LLC Membership Interest Purchase Agreement (“Amendment”) is entered into effective as of August 1, 2012, by and among XXXXX X XXXXXX, an individual (“XXXXXX”), XXXXXX PROPERTIES, INC., a California corporation (“DPI”), UNIVERSITY CAPITAL MANAGEMENT, INC., a California corporation (“UCM”), XXXXXXX X. XXXXXXXXX, an individual (“XXXXXXXXX”), and WCRT Operating Partnership, L.P., a Delaware limited partnership (“WCRT”).
Explanatory Statement
A. On or about May 9, 2012, XXXXXX, DPI, UCM and XXXXXXXXX, collectively as Sellers, and WCRT, as Purchaser, entered into a certain LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Purchase Agreement”) for the purchase and sale of all of the membership interests in Xxxx & University, LLC, a California limited liability company (“H&U”) to WCRT.
B. On or about July 31, 2012, H&U paid off its existing secured debt by refinancing and borrowing the sum of $9,550,000 from Union Bank of California, N.A. (the “Refinancing”).
C. The parties desire to amend the Purchase Agreement to reflect a change in the Purchase Price as a result of the Refinancing.
NOW, THEREFORE, in consideration of the premises and mutual agreements and covenants set forth herein, and for other consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:
1. Paragraph 1.1 of the Purchase Agreement is amended to state that the Purchase Price shall be $18,920,588.00.
2. The reference in Paragraph 1.1 of the Purchase Agreement to Section 1.4(b) is changed to Section 1.7(b).
3. This Amendment shall be governed in all respects by the laws of the State of California, without regard to any provisions thereof relating to conflicts of laws among different jurisdictions. |
4. This Amendment and the Purchase Agreement embody the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such subject matters. |
5. This Amendment hereby provides for the amendment and revision of the Purchase Agreement to incorporate the terms and conditions set forth herein. Except as otherwise explicitly provided in this Amendment, the Purchase Agreement shall remain unchanged and in full force and effect in all respects.
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IN WITNESS WHEREOF, the parties have executed, or caused this Amendment to be executed, as of the date first set forth above.
LLC:
XXXX & UNIVERSITY, LLC
By: | /s/ Xxxxx X. Xxxxxx | |
Name: Xxxxx X. Xxxxxx | ||
Title: President of Xxxxxx Properties, Inc., its Manager |
SELLERS: | ||
XXXXXX PROPERTIES, INC. | ||
By: | /s/ Xxxxx X. Xxxxxx | |
Name: Xxxxx X. Xxxxxx | ||
Title: President |
/s/ Xxxxx X. Xxxxxx |
XXXXX X. XXXXXX, individually
UNIVERSITY CAPITAL MANAGEMENT, INC. | ||
By: | /s/ Xxxxxxx Xxxxxx | |
Name: Xxxxxxx Xxxxxx, President |
/s/ Xxxxxxx X. Xxxxxxxxx | ||
XXXXXXX X. XXXXXXXXX, individually |
PURCHASER:
WCRT OPERATING PARTNERSHIP, L.P.
By: | WEST COAST REALTY TRUST, its general partner | |
/s/ Xxxxxxx Xxxxxx | ||
Name: Xxxxxxx Xxxxxx | ||
Title: President, Chief Executive Officer and Chairman of the Board of Trustees |
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