EXHIBIT 10.67
SEVENTH AMENDMENT TO AGREEMENT FOR
PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS
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This Seventh Amendment to Agreement of Purchase and Sale and Joint
Escrow Instructions (this "Seventh Amendment") is made as of September 29, 1997
by and between Kilroy Realty, L.P., a Delaware limited partnership ("Buyer") and
Mission Square Partners, a California general partnership ("Seller") with
respect to the following:
R E C I T A L S :
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A. Seller and Buyer entered into that certain Agreement of Purchase
and Sale and Joint Escrow Instructions providing for the sale of 3750 University
Avenue, Riverside, California as amended by certain amendments to the same
(collectively, the "Agreement");
B. Based upon Buyer's due diligence review of the Property, Buyer and
Seller have agreed to reduce the Purchase Price by Six Hundred Thousand Dollars
($600,000.00);
C. Seller and Buyer desire to amend the Agreement to provide for such
reduction in the Purchase Price.
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as
follows:
A G R E E M E N T :
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1. Notwithstanding anything in the Agreement to the contrary, the
Purchase Price provided for in the Agreement is hereby reduced by Six Hundred
Thousand Dollars ($600,00.00) to Twenty-One Million Nine Hundred Forty-Five
Thousand Dollars ($21,945,000.00).
2. Except as set forth in this Seventh Amendment, the provisions of
the Agreement remain unmodified and in full force and effect. if any provision
of this Seventh Amendment conflicts with any provision of the Agreement, the
provisions of this Seventh Amendment shall prevail.
3. Any capitalized terms which are not defined in this Seventh
Amendment shall have the meaning provided for in the Agreement.
4. This Seventh Amendment may be signed in counterparts, including
facsimile counterparts, which, when signed by both Buyer and Seller, shall
constitute a binding agreement.
IN WITNESS WHEREOF, the parties have executed this Seventh Amendment
as of the date first written above.
"Buyer" KILROY REALTY, L.P.,
a Delaware limited partnership
By: /s/ Tyler Rose
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Name: Tyler Rose
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Title: S.V.P. and Treasurer
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"Seller" MISSION SQUARE PARTNERS,
a California general partnership
By: The Betty L. Hutton Title Holding Company,
Inc., (formerly known as The Betty L. Hutton
Company),
its general partner
By: /s/ Thomas C. Parker
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Name: Thomas C. Parker
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Title: C.E.O.
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By: BB&K Mission Square Partners, a California
general partnership,
its general partner
By: /s/ Christopher L. Carpenter
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Name: Christopher L. Carpenter
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Title: General Partner
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Acknowledgment by Escrow Holder:
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First American Title Insurance Company hereby acknowledges the terms
of this Seventh Amendment.
Dated:________________, 1997 FIRST AMERICAN TITLE INSURANCE COMPANY
By:
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Its Authorized Agent
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