EXHIBIT 10.26
SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT
This Second Amendment to Purchase and Sale Contract ("Second Amendment") is
made and entered into as of the ____ day of August, 1999, by and between
Consolidated Capital Equity Partners/Two L.P. ("Seller") and Southfield Office
Properties, LLC ("Purchaser").
RECITALS
A. Seller and Purchaser are parties to that certain Purchase and Sale
Contract, dated May 20, 1999 (the "Purchase Contract"), providing for Seller to
convey to Purchaser, and Purchaser to acquire from Seller, certain office
properties located in Southfield, Michigan, consisting of (i) One Lahser Center,
26400 Lahser Road, (ii) Two Lahser Center, 26200 Lahser Road, (iii) Central Park
Plaza, 26211 Central Park Boulevard, (iv) Crescent Centre, 24445 Northwestern
Highway, and (v) Central Park Place (A, B & C Buildings), 26011 Evergreen, 20100
Civic Center Drive and 26111 Evergreen Road (collectively, the "Property"). On
July 6, 1999, Purchaser elected to terminate the Purchase Contract pursuant to
the terms thereof.
B. Seller and Purchaser are parties to that certain Reinstatement of and
First Amendment to Purchase and Sale Contract, dated on or about July 13, 1999
(the "First Amendment"), whereby Seller and Purchaser agreed to reinstate and
amend the Purchase Contract.
C. Any capitalized terms without a definition in this Second Amendment
shall have the meaning set forth in the Purchase Contract, as amended by the
First Amendment.
NOW, THEREFORE, for and in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Seller and Purchaser agree as follows:
1. Except as otherwise amended herein, the terms and conditions of the
Purchase Contract, as amended by the First Amendment, shall remain in full force
and effect. In the event of a conflict between the terms of the Purchase
Contract and the terms of this Second Amendment, this Second Amendment shall
govern and control.
2. In the first sentence of Section 3.1, Section 3.2 and every place else
it appears in the Purchase Contract, the Purchase Contract is changed to Twenty-
Six Million One Hundred Seventy Five Thousand and 00/100 Dollars
($26,175,000.00). Purchase acknowledges that it has received a reduction in the
Purchase Price in the amount of Seventy Five Thousand and 00/100 Dollars
($75,000.00) in consideration for waiving any claims it may have against Seller
for performance of the repairs identified in that certain Tenant Estoppel
Certificate, provided by Real Estate One, Inc., dated June 24, 1999, and that
certain Tenant Estoppel Certificate, provided by Capital Title Insurance Agency,
Inc., dated June 25, 1999.
3. Section 5.1 of the Purchase Contract is hereby deleted in its entirety
and replaced with the following:
"Fidelity National Title Insurance Company (the "Title Insurer") has issued pro
forma title policies, attached hereto as Exhibit A (the "Pro Forma Title
Policies"), which are acceptable to Purchaser. Seller agrees that it shall be
solely responsible for payment of all costs relating to procurement of the
commitments for title insurance for the Property issued by the Title Insurer
(the "Title Commitment"), the Pro Forma Title Policies and extended coverage
under any Owner's or Lender's title policies for the Property (so long as the
cost of such extended coverage does not exceed the cost for standard coverage).
Seller agrees to pay one-half (1/2) of the cost of any zoning endorsement issued
in conjunction with any Owner's title policies for the Property, and Purchaser
shall pay the balance of the cost of said zoning endorsement and any other
coverages and endorsements desired by Purchaser."
4. Section 5.7 of the Purchase Contract is hereby deleted in its entirety
and replaced with the following:
"If Seller fails to remove the Removable Liens at or prior to the Closing Date,
Purchaser may: (a) terminate the Purchase Contract by delivery of Notice to
Seller, whereupon the Deposit shall be returned immediately to Purchaser, and
neither Seller nor Purchaser shall have any further duties or obligations under
this Purchase Contract except as provided in Section 4.4 of the Purchase
Contract, or (b) elect to take title as it then is, and credit against the
Purchase Price the actual cost incurred or to be incurred by Purchaser to remove
the Removable Liens."
5. Section 5.11 of the Purchase Contract is hereby deleted in its
entirety and replaced with the following:
"Seller, at Seller's sole cost and expense, has promptly caused to be prepared a
survey for each Property ("Survey") which is acceptable to Purchaser. In the
event the perimeter legal description of the Property contained in the Survey
differs from that contained in the deed or deeds by which Seller took title to
the Property, the latter description shall be used in the special warranty deed
delivered to Purchaser at Closing, and the Survey legal shall be used in a
quitclaim deed to the Property which also shall be delivered to Purchaser at
Closing. "
6. The first sentence of Section 7.1.1 of the Purchase Contract is hereby
deleted in its entirely and replaced with the following:
"The Closing shall take place on August 31, 1999, or on any earlier date the
parties may agree to, in the offices of the Title Company, or such other place
as the parties shall mutually agree upon, at a time on the Closing Date as the
parties mutually agree upon."
7. Section 9.1.4 of the Purchase Contract is hereby deleted in its
entirety and replaced with the following:
"On the Closing Date, the Title Insurer shall countersign copies of pro forma
title policies in substantially the same form as the Pro Forma Title Policies
attached as Exhibit A to the Second Amendment to Purchase and Sale Contract,
which countersignature shall unconditionally obligate the Title Insurer, subject
to the payment of the applicable title insurance premium and other related
charges, to issue to Purchaser full coverage Owner's title insurance policies
(1970 ALTA Form B or 1992 ALTA Form B), with all standard exceptions deleted,
for the Property in strict accordance with the Pro Forma Title Policies. On or
before the Closing Date, Seller shall have satisfied all conditions listed on
the Pro Forma Title Policies which the Seller is required to satisfy for the
issuance of any Owner's title insurance policies on the Property. Purchaser
reserves the right to allocate the Purchase Price among the Owner's title
policies for the Property at Closing."
8. Purchaser acknowledges that all rights, conditions and/or obligations
contained in (a) Article Four of the Purchase Contract, (b) Sections 5.2, 5.5,
and 5.8 of the Purchase Contract, (c) Paragraphs 4 and 5 of the First Amendment,
(d) that certain letter dated June 14, 1999, attached hereto as Exhibit B, and
(e) that certain letter dated July 29, 1999, attached hereto as Exhibit C, have
been waived and/or satisfied. Purchaser further acknowledges that Purchaser's
obligation to purchase the Property is non-contingent and unconditional except
for satisfaction of the conditions expressly stated in Sections 9.1.1, 9.1.2,
9.1.3, 9.1.4, 9.1.6, 9.1.7, 9.1.8, 9.1.9, 9.1.10 and 9.1.11 of the Purchase
Contract.
9. Exhibit 5.2.1 of the Purchase Contract is hereby deleted in its
entirety and replaced with the documents entitled "Title Exceptions" attached
hereto as Exhibit D.
10. This Second Amendment shall be binding upon, and shall inure to the
benefit of, the parties hereto, and their respective successors and permitted
assigns.
11. This Second Amendment may be executed in counterparts, each of which
shall be deemed an original, and all of which together shall be deemed one and
the same document.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned have executed this Second Amendment to
Purchase and Sale Contract as of August ___, 1999.
SOUTHFIELD OFFICE PROPERTIES, LLC
By: Pomeroy Investment Corporation,
Its Manager
By:
Name:
Title:
CONSOLIDATED CAPITAL EQUITY PARTNERS/TWO L.P.
By: ConCap Holdings, Inc.,
Its General Partner
By:
Name:
Title: