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AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
This Amendment to Agreement of Purchase and Sale (this "Amendment") is
entered into effective as of the 23rd day of November, 1998, by and among
LINCOLN-WHITEHALL REALTY, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY,
LINCOLN-WHITEHALL PACIFIC, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY, WHLNF
REAL ESTATE LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP, AND WHSUM REAL
ESTATE LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP (EACH, "SELLER", AND
COLLECTIVELY, THE "SELLERS"), and AMERICAN INDUSTRIAL PROPERTIES REIT, A TEXAS
REAL ESTATE INVESTMENT TRUST ( "BUYER ").
W I T N E S S E T H:
WHEREAS, Sellers and Buyer have entered into that certain Agreement of
Purchase and Sale dated November 12, 1998 (the "Agreement"), pursuant to which
Sellers have agreed to sell and Buyer has agreed to purchase certain real
properties comprising the "Lincoln-Whitehall Portfolio," as more particularly
described therein; and
WHEREAS, the parties hereto desire to amend the Agreement, as more
fully set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants agreements herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. The reference to "November 23, 1998" contained in the definition of
"Due Diligence Period" (as defined in Section 1.1 of the Agreement) is
hereby amended to read "December 11, 1998."
2. The reference to "November 23, 1998" contained in the definition of
"Second Deposit Date" (as defined in Section 1.1 of the Agreement) is
hereby amended to read "December 11, 1998."
3. The definition of "Second Deposit" contained in Section 2.2(b)(ii) of
the Agreement is hereby amended to be "Two Million and No/100 Dollars
($2,000,000.00)" instead of "One Million and No/100 Dollars
($1,000,000.00)."
4. The reference to "December 3, 1998" contained in Section 8.2 of the
Agreement is hereby amended to read "January 6, 1999."
5. The Agreement, as amended by this Amendment, is hereby ratified and
confirmed and remains in full force and effect.
EXECUTED effective as of the day and year first above written.
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"BUYER"
AMERICAN INDUSTRIAL PROPERTIES REIT,
a Texas real estate investment trust
By: /s/ MARC A. SIMPSON
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Name: Marc A. Simpson
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Title: Sr. V-P
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"SELLERS"
LINCOLN-WHITEHALL REALTY, L.L.C.,
a Delaware limited liability company
By: Whitehall Street Real Estate Limited Partnership V,
Member
By: WH Advisors, L.P. V
General Partner
By: WH Advisors, Inc., V,
General Partner
By: [ILLEGIBLE]
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Name:
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Title:
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LINCOLN-WHITEHALL PACIFIC, L.L.C.,
a Delaware limited liability company
By: Lincoln-Whitehall Realty, L.L.C.
Member
By: Whitehall Street Real Estate Limited Partnership V,
Member
By: WH Advisors, L.P. V,
General Partner
By: WH Advisors, Inc., V,
General Partner
By: [ILLEGIBLE]
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Name:
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Title:
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WHLNF REAL ESTATE LIMITED PARTNERSHIP,
a Delaware limited partnership
By: WHLNF Gen-Par, Inc.,
General Partner
By: [ILLEGIBLE]
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Name:
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Title:
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WHSUM REAL ESTATE LIMITED PARTNERSHIP,
a Delaware limited partnership
By: WHSUM Gen-Par, Inc.,
General Partner
By: [ILLEGIBLE]
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Name:
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Title:
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