1 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. 2 "BUYER" AMERICAN INDUSTRIAL PROPERTIES REIT, a Texas real estate investment trust By: /s/ MARC A. SIMPSON ----------------------------- Name: Marc A. Simpson ----------------------------- Title: Sr. V-P ----------------------------- 3 "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] ------------------------------------ Name: ------------------------------------ Title: ------------------------------------ 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] ------------------------------------ Name: ------------------------------------ Title: ------------------------------------ WHLNF REAL ESTATE LIMITED PARTNERSHIP, a Delaware limited partnership By: WHLNF Gen-Par, Inc., General Partner By: [ILLEGIBLE] ------------------------------------ Name: ------------------------------------ Title: ------------------------------------ WHSUM REAL ESTATE LIMITED PARTNERSHIP, a Delaware limited partnership By: WHSUM Gen-Par, Inc., General Partner By: [ILLEGIBLE] ------------------------------------ Name: ------------------------------------ Title: ------------------------------------