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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/13/10 Div Cap Diversified Prop Fd Inc. 10-Q 6/30/10 24:6.5M RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 781K
2: EX-2.1 Purchase and Sale Agreement HTML 293K
3: EX-2.1.1 First Amendment to Purchase and Sale Agreement HTML 26K
4: EX-2.1.2 Second Amendment to Purchase and Sale Agreement HTML 57K
5: EX-2.1.3 Third Amendment to Purchase and Sale Agreement HTML 26K
6: EX-2.1.4 Fourth Amendment to Purchase and Sale Agreement HTML 65K
7: EX-2.2 Member Interest Purchase and Sale Agreement HTML 504K
8: EX-2.2.1 First Amendment to Member Interest Purchase and HTML 22K
Sale Agreement
9: EX-2.2.2 Second Amendment to Member Interest Purchase and HTML 41K
Sale Agreement
10: EX-2.2.3 Third Amendment to Member Interest Purchase and HTML 23K
Sale Agreement
11: EX-2.2.4 Fourth Amendment to Member Interest Purchase and HTML 54K
Sale Agreement
12: EX-2.3 Partnership Interests Purchase and Sale Agreement HTML 279K
13: EX-2.4 Member Interest Purchase and Sale Agreement HTML 274K
14: EX-10.1 Dividend Capital Floating Rate Office Portfolio HTML 614K
Loan Agreement
15: EX-10.2 Dividend Capital Fixed Rate Office Portfolio Loan HTML 615K
Agreement
16: EX-10.3 Loan Agreement for Floating Rate Portfolio HTML 365K
17: EX-10.4 Loan Agreement for Fixed Rate Portfolio HTML 435K
18: EX-10.5 Mortgage, Assignment of Leases & Rents, Security HTML 339K
Agreement and Fixture Filings
19: EX-10.5.1 Side Letter Agreement Related to Mortgage HTML 80K
20: EX-10.6 Master Repurchase and Securities Contract HTML 572K
Agreement
21: EX-31.1 Section 302 CEO Certification HTML 15K
22: EX-31.2 Section 302 CFO Certification HTML 16K
23: EX-32.1 Section 906 CEO Certification HTML 12K
24: EX-32.2 Section 906 CFO Certification HTML 12K
| Third Amendment to Member Interest Purchase and Sale Agreement |
THIRD AMENDMENT TO
MEMBER INTEREST PURCHASE AND SALE AGREEMENT
THIS THIRD AMENDMENT TO MEMBER INTEREST PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into this 24th day of June, 2010, by and between iSTAR HARBORSIDE LLC, a Delaware limited liability company (“Seller”), and TRT ACQUISITIONS LLC, a Delaware limited liability company (“Purchaser”).
R E C I T A L S:
A. Seller and Purchaser have heretofore entered into that certain Member Interest Purchase and Sale Agreement, dated as of May 3, 2010, relating to the sale and purchase of 100% of the membership interests in American Financial Exchange L.L.C, as amended by that certain First Amendment to Member Interest Purchase and Sale Agreement, dated as of May 11, 2010 and that certain Second Amendment to Member Interest Purchase and Sale Agreement, dated as of May 21, 2010 (as amended, the “Agreement”). All defined terms in the Agreement are used herein with the same meanings those terms have in the Agreement.
B. Seller and Purchaser desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of these premises, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:
AGREEMENT:
1. Recitals. The recitals set forth above are hereby incorporated herein.
2. Closing Date. Section 1.1.11 of the Agreement is hereby amended and restated in its entirety as follows:
“1.1.11 “Closing Date”: June 29, 2010, or such earlier date as may be agreed to in writing by Purchaser and Seller.”
3. Portfolio Purchase and Sale Agreement. Section 1.1.18 of the Agreement is hereby amended and restated in its entirety as follows:
“1.1.18 “Portfolio Purchase and Sale Agreement”: That certain Purchase and Sale Agreement between Purchaser and certain sellers a party thereto (individually or collectively as the context requires, “Portfolio Seller”), dated as of May 3, 2010, as amended by that certain First Amendment to Purchase and Sale Agreement, dated as of May 11, 2010, as further amended by that certain Second Amendment to Purchase and Sale Agreement, dated as of May 21, 2010 and as further amended by that certain Third Amendment to Purchase and Sale Agreement, dated as of June 24, 2010.”
4. Counterparts; Facsimile. This Amendment may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. For purposes of this Amendment, any signature transmitted by facsimile or e-mail (in pdf format) shall be considered to have the same legal and binding effect as any original signature.
5. Ratification. The Agreement, as amended hereby, remains in full force and effect and is hereby ratified and confirmed.
[Remainder of Page Intentionally Left Blank;
Signature Page Follows]
2
IN WITNESS WHEREOF, Purchaser and Seller have executed this Amendment as of the date set forth above.
| SELLER: | ||||||||
| iSTAR HARBORSIDE LLC, a Delaware limited liability company | ||||||||
| By: | iStar Harborside Member LLC, a Delaware limited liability company, its Managing Member | |||||||
| By: | /s/ SAMANTHA GARBUS | |||||||
| Name: | ||||||||
| Title: | Senior Vice President | |||||||
| PURCHASER: | ||||||||
| TRT ACQUISITIONS LLC, a Delaware limited liability company | ||||||||
| By: | DCTRT Real Estate Holdco LLC, its Sole Member | |||||||
| By: | Dividend Capital Total Realty Operating Partnership LP, Its Sole Member | |||||||
| By: | Dividend Capital Total Realty Trust Inc., its General Partner | |||||||
| By: | /s/ GREG M. MORAN | |||||||
| Name: | Greg M. Moran | |||||||
| Title: | Vice President | |||||||
| AGREED TO FOR PURPOSES OF SECTION 9.4: | ||
| iSTAR FINANCIAL INC., a Maryland corporation | ||
| By: | /s/ SAMANTHA GARBUS | |
| Name: | ||
| Title: | Senior Vice President | |
JOINDER BY ESCROW AGENT
Escrow Agent has executed this Amendment in order to confirm that Escrow Agent shall hold the Earnest Money required to be deposited pursuant to the Agreement, as amended by this Amendment, and the interest earn thereon, pursuant to the provisions of the Agreement, as amended by this Amendment.
| FIRST AMERICAN TITLE INSURANCE COMPANY | ||
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| Date: |
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| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 8/13/10 | |||
| For Period End: | 6/30/10 | 8-K | ||
| 6/29/10 | 4, 8-K, DEF 14A | |||
| 6/24/10 | ||||
| 5/21/10 | ||||
| 5/11/10 | ||||
| 5/3/10 | 8-K | |||
| List all Filings | ||||