1
EXHIBIT 10.13
SECOND ADDENDUM TO
AGREEMENT TO CONTRIBUTE CAPITAL
AND ESCROW INSTRUCTIONS
THIS SECOND ADDENDUM TO AGREEMENT TO CONTRIBUTE CAPITAL AND ESCROW
INSTRUCTIONS (the "Second Addendum") is executed as of October 31, 1997 by and
between Westwood Center, a California limited partnership (the "Partnership")
and Arden Realty Limited Partnership, a Maryland limited partnership
("Contributor"), with reference to the following facts:
A. Prior to the execution of this Second Addendum, the Partnership
and Contributor negotiated a form of an Agreement to Contribute Capital and
Escrow Instructions (the "Agreement to Contribute"). The Agreement to Contribute
states that it is "made and entered into this 26th day of September, 1997."
Notwithstanding the date set forth in the Agreement to Contribute, it was not
executed and delivered by the Partnership until October 31, 1997.
B. The parties have also executed an Addendum to Agreement to
Contribute Capital and Escrow Instructions (the "First Addendum"), which states
that it is "executed as of September 26, 1997."
C. The parties desire to amend the Agreement to Contribute to
clarify the dates that are the date of the Agreement, the Effective Date, the
last day of the Approval Period and the date on which escrow shall close.
NOW, THEREFORE, with reference to the foregoing recitals and in
reliance thereon and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is mutually agreed by the
Partnership and Contributor as follows:
1. Date of the Agreement to Contribute. The introductory sentence at
the beginning of the Agreement to Contribute is amended to change the date to
October 31, 1997. All references in the Agreement to Contribute to "the date
hereof" shall mean October 31, 1997.
2. Date of the First Addendum. The introductory sentence at the
beginning the First Addendum is amended to change the date to October 31, 1997.
3. Effective Date. The parties agree that the full and complete
execution and delivery of the Agreement to
1
2
Contribute occurred on October 31, 1997, and that the Effective Date (as defined
in Section 3(a)) is October 31, 1997.
4. Approval Period. The first sentence of Section 5(b) of the
Agreement to Contribute is amended to read as follows:
"Contributor shall have from the date hereof until 5:00 P.M. on December
29, 1997 (the "Approval Period") in which to approve or disapprove all
matters and things that are subject to Contributor's rights of review,
inspection and approval hereunder."
5. Closing of Escrow. The first sentence of Section 3(b) of the
Agreement to Contribute is amended to read as follows:
"Escrow shall close not later than January 13, 1997, but no more than ten
(10) business days following the expiration of the Approval Period,
provided the Contributor's Conditions Precedent to Closing as set forth in
Paragraph 8 hereof have been satisfied and the Partnership's conditions to
Closing set forth in Paragraph 9 have been satisfied."
6. The Agreement to Contribute, as supplemented and amended by the
First Addendum and this Second Addendum, shall remain in full force and effect
in accordance with its terms.
7. This Second Addendum may be executed in any number of
counterparts, each of which so executed shall be deemed an original; such
counterparts shall together constitute but one agreement.
2
3
IN WITNESS WHEREOF, the parties hereto have executed this Second
Addendum as of the day and year first hereinabove written.
PARTNERSHIP: WESTWOOD CENTER
a California limited partnership
By: /s/ A. S. ▇▇▇▇▇▇▇▇
----------------------------------------
Name: A.S. ▇▇▇▇▇▇▇▇, Trustee of
the A.S. ▇▇▇▇▇▇▇▇ Family Trust
Title: General Partner
By:
----------------------------------------
Name: ▇▇ ▇. ▇▇▇▇▇▇▇▇, Trustee of
the ▇▇ ▇. ▇▇▇▇▇▇▇▇ Separate
Property Trust
Title: General Partner
CONTRIBUTOR: ARDEN REALTY LIMITED PARTNERSHIP,
a Maryland limited partnership
By: Arden Realty, Inc.,
a Maryland corporation,
Its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman/CEO
3
4
IN WITNESS WHEREOF, the parties hereto have executed this Second
Addendum as of the day and year first hereinabove written.
PARTNERSHIP: WESTWOOD CENTER
a California limited partnership
By:
----------------------------------------
Name: A.S. ▇▇▇▇▇▇▇▇, Trustee of
the A.S. ▇▇▇▇▇▇▇▇ Family Trust
Title: General Partner
By: /s/ ▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇ ▇. ▇▇▇▇▇▇▇▇, Trustee of
the ▇▇ ▇. ▇▇▇▇▇▇▇▇ Separate
Property Trust
Title: General Partner
CONTRIBUTOR: ARDEN REALTY LIMITED PARTNERSHIP,
a Maryland limited partnership
By: Arden Realty, Inc.,
a Maryland corporation,
Its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman/CEO
3