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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
First Amendment to Member Interest Purchase and Sale Agreement |
FIRST AMENDMENT TO
MEMBER INTEREST PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO MEMBER INTEREST PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into this 11th day of May, 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 May 3, 2010 (the “Agreement”), relating to the sale and purchase of 100% of the membership interests in American Financial Exchange L.L.C. 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. 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 contest 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.”
3. Inspection Period. Section 1.1.10 of the Agreement is hereby amended and restated in its entirety as follows:
“1.1.10: “Inspection Period”: The period beginning on the Effective Date and ending on May 21, 2010, subject to extension as provided in Section 6.1.4(1).”
4. Financing. Purchaser acknowledges that there shall be no Financing Commitment Extension Period, and all references thereto in Section 4.3.2 shall be deemed null and void and of no further effect.
5. 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.
6. Ratification. The Agreement, as amended hereby, remains in full force and effect and is hereby ratified and confirmed.
[Signature page follows]
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 Trust Inc., its General Partner | |||||
By: | /s/ GREG MORAN | |||||
Name: | ||||||
Title: | SVP |
AGREED TO: | ||
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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This ‘10-Q’ Filing | Date | Other Filings | ||
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Filed on: | 8/13/10 | |||
For Period End: | 6/30/10 | 8-K | ||
5/21/10 | ||||
5/11/10 | ||||
5/3/10 | 8-K | |||
List all Filings |