<PAGE> 1
EXHIBIT -- 2.1.2
SECOND AMENDMENT TO PURCHASE AGREEMENT
This Second Amendment to Purchase Agreement (this "Second Amendment") is
made by and among GLENBOROUGH PROPERTIES, L.P., CHASE MONROE LLC, GLB CHASE ON
COMMONWEALTH, L.P., GLB COURTYARD, L.P., GLB FARMHURST, L.P., GLB THE OAKS,
L.P., GLB SHARONRIDGE - PHASE I, LIMITED PARTNERSHIP, GLB SHARONRIDGE - PHASE
II, LIMITED PARTNERSHIP, GLB WENDOVER GLEN, L.P., GLENBOROUGH FUND V, LIMITED
PARTNERSHIP, GLENBOROUGH FUND VI, LLC, and GLENBOROUGH FUND X, LIMITED
PARTNERSHIP (collectively, "Transferors") and BUSH GARDENS, LLC, a Nevada
limited liability company ("Buyer").
R E C I T A L S :
A. Transferors and Buyer entered into that certain Purchase Agreement
effective September 26, 2000 (the "Original Agreement"), pursuant to which
Transferors agreed to sell to Buyer and Buyer agreed to purchase from
Transferors the Properties described therein. The Original Agreement has been
amended by that certain First Amendment to Purchase Agreement dated November 10,
2000 (the "First Amendment"). The Original Agreement as amended by the First
Amendment is hereinafter referred to as the "Agreement". Unless otherwise
expressly defined, all capitalized terms used herein shall have the meanings
given to such terms in the Agreement.
B. Transferors and Buyer have decided to further amend the Agreement in
certain respects.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants herein contained, Transferors and Buyer hereby agree as follows:
1. Consideration. Section 3 of the Agreement is hereby revised to
provide that the total Consideration for the Property shall be Three Hundred
Ninety-Nine Million Ninety-Three Thousand Five Hundred Sixteen & No/100
($399,093,516.00); said reduction in the Consideration represents a credit to
Buyer for capital items identified by Buyer in the course of Buyer's due
diligence investigations of the Properties.
2. Approval Date. The Approval Date, which is defined in Addendum I of
the Agreement, is hereby extended to December 12, 2000, but only as to
Investigation Matters relating to items (iii), (iv) and (v) as shown in the
definition of Investigation Matters. Notwithstanding the foregoing, Buyer shall
continue to have a right of continued inspection and review of the Properties
with respect to items (i) and (ii) of the Investigation Matters until the
extended Approval Date of December 12, 2000.
<PAGE> 2
3. Conditions to Closing. Section 5(a) of the Agreement is hereby
amended to include the following additional Buyer's Condition Precedent:
"(viii)On or before the Approval Date, General Electric Capital
Corporation shall have delivered to Buyer a written commitment to
participate in the purchase of the Property as an equity partner upon
terms and conditions satisfactory to Buyer. Any right to terminate
pursuant to this Buyer's Condition Precedent shall be exercised by
written notice to Transferors on or before the Approval Date, or be
deemed waived by Buyer."
4. Buyer's Deliveries. In addition to the Buyer's deliveries to the
Title Company pursuant to Section 6(e) of the Purchase Agreement, Buyer shall
cause Messrs. Galesi, Trimarchi, Kimel and Beard each to execute a Standstill
Agreement (each a "Standstill Agreement") to be delivered in escrow to the Title
Company at or before the Closing pursuant to which each of such persons will
agree, from and after the Closing, to refrain and to require their respective
Affiliates to refrain from acquiring other than in a Permitted Transaction, the
equity securities of Glenborough Realty Trust, Inc. ("GLB") for a five year
period following Closing. For the purposes hereof, a "Permitted Transaction"
shall mean (i) any acquisition of securities by the persons in question, or
their affiliates, consented to in writing by GLB, (ii) any transaction pursuant
to which the persons in question, or their affiliates, receive equity securities
of GLB in connection with any merger, consolidation, reorganization, dividend or
distribution relating to the securities of any entity other than GLB or relating
to any securities of GLB or its affiliates now held by such persons, or their
affiliates, provided that any such equity securities of GLB received represent a
minor portion of the total assets involved in such transaction(s) and that such
transaction(s) are not entered into with an intent to avoid the restrictions
contained in the Standstill Agreement (iii) any transfer by operation of law or
by will or (iv) any acquisition deemed to occur by virtue of appointment or
succession to an office or position as a fiduciary or as a member of the Board
of Directors or governing body of any entity. In addition to the Standstill
Agreements referenced above, Buyer shall cause General Electric Capital
Corporation to agree in writing that for a period of twelve (12) months, it will
not knowingly provide equity or debt financing to any person or entity for the
purpose of consummating a transaction as a result of which, without the consent
of GLB's Board of Directors, such person or its affiliates comes to own, of
record or beneficially, equity securities of GLB having the right to cast at any
annual meeting thereof, more than 4.9% of the votes entitled to be cast by the
holders of all of the equity securities of GLB with respect to the election of
directors; provided, however, that the foregoing restriction shall not apply to
the provision of credit or equity capital to fiduciaries, entities registered
under the Investment Company Act of 1940, registered Investment Advisors acting
in the ordinary course of their business or members of the National Association
of Securities Dealers acting in the ordinary course of their business (the "GE
Agreement"). The Standstill Agreements and the GE Agreement shall be in
<PAGE> 3
form and content reasonably acceptable to Transferors, which form must be agreed
upon on or before December 12, 2000, and Transferors acceptance of the form of
such Agreements by such date shall be a Transferor's Condition Precedent
pursuant to Section 5(b) of the Purchase Agreement. Any right to terminate
pursuant to this Buyer's Condition Precedent shall be exercised by written
notice to Buyer on or before the Approval Date, or be deemed waived by
Transferors.
6. HUD Provision. Notwithstanding anything contained in the Agreement to
the contrary, Buyer agrees that with respect to the following properties in
North Carolina which are subject to mortgage liens in favor of HUD, Buyer will
not assume the burdens and benefits of ownership of such properties until Buyer
has received HUD's preliminary TPA Approval letter: Chase on Commonwealth, The
Courtyard, The Landing on Farmhurst, The Oaks, Sharonridge -- Phase I,
Sharonridge -- Phase II, and Wendover Glen.
7. Property Description. Schedule I attached to the Agreement is hereby
amended to delete the legal description for the property known as La Costa, and
replace it with the legal description attached hereto as Exhibit A.
8. Capital Expenditures. Schedule 2(a) attached to the Agreement is
hereby replaced in its entirety with the new revised Schedule 2(a) attached
hereto as Exhibit B.
9. Ratification. Except as amended by this Second Amendment, the terms
and provisions of the Agreement shall remain in full force and effect, and shall
be binding upon and inure to the benefit of the parties hereto.
(Remainder of page intentionally left blank)
<PAGE> 4
EXECUTED as of November 30, 2000.
TRANSFERORS:
GLENBOROUGH PROPERTIES, L.P.
a California limited partnership
By Glenborough Realty Trust Incorporated,
a Maryland corporation,
its General Partner
By
-----------------------------------
Its
---------------------------
CHASE MONROE LLC,
a Delaware limited liability company
By: Glenborough Properties, L.P.,
a California limited partnership
Its Managing Member
By: Glenborough Realty Trust Incorporated
Its General Partner
By
-----------------------------------
Its
---------------------------
GLB CHASE ON COMMONWEALTH, L.P.,
a North Carolina limited partnership
By: Glenborough Corporation
Its Agent
By
-----------------------------------
Its
---------------------------
GLB COURTYARD, L.P.,
a North Carolina limited partnership
By: Glenborough Corporation
Its Agent
By
-----------------------------------
Its
---------------------------
<PAGE> 5
GLB FARMHURST, L.P.,
a North Carolina limited partnership
By: Glenborough Corporation
Its Agent
By
-----------------------------------
Its
---------------------------
GLB THE OAKS, L.P.,
a North Carolina limited partnership
By: Glenborough Corporation
Its Agent
By
-----------------------------------
Its
---------------------------
GLB SHARONRIDGE - PHASE I, LIMITED PARTNERSHIP,
a North Carolina limited partnership
By: Glenborough Corporation
Its Agent
By
-----------------------------------
Its
---------------------------
GLB SHARONRIDGE - PHASE II, LIMITED PARTNERSHIP,
a North Carolina limited partnership
By: Glenborough Corporation
Its Agent
By
-----------------------------------
Its
---------------------------
<PAGE> 6
GLB WENDOVER GLEN, L.P.,
a North Carolina limited partnership
By: Glenborough Corporation
Its Agent
By
-----------------------------------
Its
---------------------------
GLENBOROUGH FUND V, LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Glenborough Realty Trust Incorporated
Its Agent
By
-----------------------------------
Its
---------------------------
GLENBOROUGH FUND VI, LLC,
a Delaware limited liability company
By: Glenborough Realty Trust Incorporated
Its Agent
By
-----------------------------------
Its
---------------------------
GLENBOROUGH FUND X, LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Glenborough Realty Trust Incorporated
Its Agent
By
-----------------------------------
Its
---------------------------
<PAGE> 7
BUYER:
BUSH GARDENS, LLC, a Nevada limited liability company
By
-----------------------------------
Its
---------------------------
