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EXHIBIT 2.1.4
FOURTH AMENDMENT TO PURCHASE AGREEMENT
This Fourth Amendment to Purchase Agreement (this "Fourth 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"), by that certain Second Amendment to Purchase
Agreement dated as of November 30, 2000 (the "Second Amendment'), and by that
certain Third Amendment to Purchase Agreement dated as of December 12, 2000 (the
"Third Amendment"). The Original Agreement as amended by the First, Second and
Third Amendments 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. Approval Date. The Approval Date, which is defined in Addendum I of
the Agreement, is hereby extended to noon (Pacific Time) on December 22, 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 22, 2000.
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2. Loan Commitment Date. The Loan Commitment Date, as defined in Section
5(a)(v) of the Agreement is hereby extended to noon (Pacific Time) on December
22, 2000.
3. Buyer's Deliveries. The deadline for the Transferors' agreement on
the form and content of the Standstill Agreements and the GE Agreement is hereby
extended to noon (Pacific Time) on December 22, 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.
4. Ratification. Except as amended by this Fourth 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.
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EXECUTED as of December 20, 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__________________________
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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__________________________
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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__________________________
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BUYER:
BUSH GARDENS, LLC, a Nevada limited liability company
By: _____________________________
Its__________________________
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