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EXHIBIT 10.3
AMENDMENT NO. 2 TO PURCHASE AND SALE AGREEMENT
This AMENDMENT NO. 2, dated as of October 24, 2000 ("Amendment No. 2"), to
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that certain Purchase and Sale Agreement, dated as of July 10, 2000 (the
"Purchase and Sale Agreement"), as amended by that certain Amendment No. 1 dated
September 6, 2000 (the "Purchase and Sale Agreement") by and among BRE
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Properties, Inc., a Maryland corporation ("BRE"), BRE Property Investors LLC, a
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Delaware limited liability company ("DownREIT", and together with BRE,
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"Sellers") and G&I III Residential One LLC, a Delaware limited liability company
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("Purchaser"). Capitalized terms used but not otherwise defined herein shall
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have the meanings assigned to them in the Purchase and Sale Agreement.
WITNESSETH:
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WHEREAS, Sellers and Purchaser have entered into the Purchase and Sale
Agreement; and
WHEREAS, Sellers and Purchaser now desire to amend the Purchase and Sale
Agreement as provided herein.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto agree
to amend the Purchase and Sale Agreement as follows:
1. Section 1.1(g) is hereby amended by deleting such Section 1.1(g) in
its entirety and adding, in lieu thereof, a new Section 1.1(g) to read as
follows:
(g) Closing Dates: First Closing Date: September 13, 2000. Second
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Closing Date: As soon as practicable after all required
HUD loan assumption approvals for Hacienda Del Rio
Apartments and Fountain Plaza Apartments are obtained,
but not later than January 31, 2001 unless the parties
hereto mutually agree to extend such date as needed.
2. Section 1.1(h) is hereby amended by deleting such Section 1.1(h) in
its entirety and adding, in lieu thereof, a new Section 1.1(h) to read as
follows:
(h) Termination: Except as may be required in order to enable Purchaser
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to enforce its right to specific performance pursuant
to Section 8.2 of this Agreement, this Agreement will
automatically terminate as to the Second Closing
Properties, if the Second
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Closing shall not have occurred by 5:00 p.m. Eastern
Time on January 31, 2001.
3. Section 4.8 is hereby amended by the insertion of a new Section
4.8(g), such Section 4.8(g) to read as follows:
(g) Additional Financing Costs: BRE shall pay fifty percent (50%) of an
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aggregate amount, which aggregate amount shall not
exceed $30,000, to reimburse Purchaser for financing
costs relating to the Second Closing Properties
incurred by Purchaser during the period starting on the
date of this Amendment No. 2 and ending on the Second
Closing Date.
4. The terms and provisions set forth in this Amendment No. 2 shall
modify and supersede all inconsistent terms and provisions set forth in the
Purchase and Sale Agreement. Except as expressly modified in this Amendment No.
2, the terms and provisions of the Purchase and Sale Agreement are hereby
ratified and confirmed and the Purchase and Sale Agreement as amended hereby
shall continue to be the legal, valid and binding obligation of the parties
hereto, enforceable in accordance with its terms.
5. This Amendment No. 2 shall be governed by and construed in accordance
with the laws of the State of California, without regard to such State's
conflict of laws principles; provided however, that the Deeds shall be governed
by and construed in accordance with the laws of the respective state of
recordation.
6. This Amendment No. 2 may be validly executed in one or more
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
2 to be duly executed and delivered as of the date first above written.
BRE PROPERTIES, INC.,
a Maryland corporation
By: /s/ LeRoy E. Carlson
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Name: LeRoy E. Carlson
Title: Executive Vice President and Chief Operating Officer
BRE PROPERTY INVESTORS LLC,
a Delaware limited liability company
By: BRE Properties, Inc., its managing member
By: /s/ LeRoy E. Carlson
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Name: LeRoy E. Carlson
Title: President and Chief Operating Officer
G & I III RESIDENTIAL ONE LLC,
a Delaware limited liability company
By: DRA GROWTH AND INCOME FUND III, LLC, a Delaware limited
liability company
By: G&I III MANAGECO, LP, a Delaware limited
partnership
By: MANAGECO IV, INC., a Delaware corporation
By: /s/ Francis X. Tansey
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Name: Francis X. Tansey
Title: President
