EXHIBIT 10.2
AMENDMENT TO PURCHASE AND SALE CONTRACT
(ALPHA BUSINESS CENTER, PLYMOUTH SERVICE CENTER,
WESTPOINT BUSINESS CENTER, AND UNIVERSITY I & II)
This Amendment To Purchase and Sale Contract (this "Amendment") is entered
into as of the 26th day of May, 1999, by and between MINNEAPOLIS BUSINESS PARKS
JOINT VENTURE, a California general partnership and ANGELES MORTGAGE INVESTMENT
TRUST, a California business trust (collectively, "Seller"), and DUKE REALTY
LIMITED PARTNERSHIP, an Indiana limited partnership ("Purchaser"), with respect
an escrow established with Fidelity National Title Insurance Company.
Reference is made to that certain Purchase and Sale Contract dated as of
April 20, 1999 between Purchaser and Seller (the "Contract"). Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in
the Contract.
Purchaser and Seller desire to amend the Contract pursuant to the terms set
forth below.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Contract is hereby amended as follows:
1. WAIVER OF CONTINGENCIES/DEPOSIT NON-REFUNDABLE. Purchaser hereby
rescinds its notice of termination dated as of May 25, 1999, and hereby agrees
and acknowledges that the Feasibility Period has expired and all of the
contingencies relating thereto have been satisfied or waived. Purchaser further
acknowledges that the Deposit has become non-refundable to Purchaser (unless
Seller fails to perform under the terms of the Contract, or except as expressly
set forth in the Contract). Purchaser further acknowledges that it has received
its internal approvals and the condition precedent set forth in Section 9.1.4 of
the Contract is hereby satisfied.
2. PURCHASE PRICE. For valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Purchase Price is hereby
reduced by the sum of $50,000 from $16,275,000 to $16,225,000. As between the
parties comprising Seller, the $50,000 reduction shall be allocated to
Minneapolis Business Parks Joint Venture (and not Angeles Mortgage Investment
Trust).
3. CLOSING DATE. The Closing Date shall occur no later than June 4, 1999
(subject to Seller's right to extend the Closing Date for an additional 30 day
period as expressly set forth under the Contract). Notwithstanding the
foregoing, Seller and Purchaser agree to use their best efforts to have the
Closing Date occur on June 1, 1999.
4. ASSIGNMENT BY PURCHASER. Purchaser hereby nominates Weeks Realty,
L.P., a Georgia limited partnership ("Assignee"), as Purchaser under the
Contract. Purchaser hereby assigns to Assignee Purchaser's interests under the
Contract, and Assignee hereby agrees to assume all of Purchaser's obligations
and liabilities under the Contract. Seller hereby agrees to the foregoing
nomination, assignment and assumption on the condition that Purchaser shall not
be released from its liability and obligations under the Contract in the event
of a breach of the Contract by Assignee.
5. COUNTERPARTS. This Amendment may be executed in counterparts, each of
which when compiled together shall constitute one and the same original.
All other terms and conditions of the Contract remain unmodified and in
full force and effect.
IN WITNESS WHEREOF, Seller and Purchaser have entered into this Amendment
as of the date written above.
"SELLER":
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
By: CENTURY PENSION INCOME FUND XXIII, A CALIFORNIA LIMITED PARTNERSHIP, a
California limited partnership
By: FOX PARTNERS V, a California general partnership, general partner
By: FOX CAPITAL MANAGEMENT CORPORATION, a California corporation, general
partner
By: [SEAL]
Its:
By: CENTURY PENSION INCOME FUND XXIV A CALIFORNIA LIMITED PARTNERSHIP, a
California limited partnership
By: FOX PARTNERS VI, a California general partnership, general partner
By: FOX CAPITAL MANAGEMENT CORPORATION, a California corporation, general
partner
By: [SEAL]
Its:
and
ANGELES MORTAGE INVESTMENT TRUST, a California business trust
By: [SEAL]
Printed:
Title:
PURCHASER:
DUKE REALTY LIMITED PARTNERSHIP
By: Duke Realty Investments, Inc.,
Its General Partner
By: [SEAL]
Printed:
Title:
"ASSIGNEE"
WEEKS REALTY, L.P., a Georgia limited partnership
By: Weeks GP Holdings, Inc., a Georgia corporation, its sole general partner
By: [SEAL]
Printed:
Title: