First Amendment to Purchase Agreement by Glenborough Entities and Bush Gardens, LLC

Summary

This amendment updates a previous purchase agreement between several Glenborough entities (the sellers) and Bush Gardens, LLC (the buyer). The amendment extends key deadlines for approval and application submissions to November 30, 2000, and revises the definition of the sellers to specify which entity is selling each property. All other terms of the original agreement remain unchanged and in effect.

EX-2.1.1 2 f68427ex2-1_1.txt EXHIBIT 2.1.1 1 EXHIBIT -- 2.1.1 FIRST AMENDMENT TO PURCHASE AGREEMENT This First Amendment to Purchase Agreement (this "First 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 1, LIMITED PARTNERSHIP, GLB SHARONRIDGE -- PHASE 2, 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 "Agreement"), pursuant to which Transferors agreed to sell to Buyer and Buyer agreed to purchase from Transferors the Properties described therein. 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 amend the Agreement to provide for the extension of certain dates set forth therein. 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 November 30, 2000. 2. Assumption Application Deadline. The Assumption Application Deadline, which is defined in Section 5(a)(v) of the Agreement, is hereby extended to November 30, 2000. 3. Seller. The definition of Seller contained in Addendum I of the Agreement is hereby revised to read in its entirety as follows: Sellers. Glenborough Properties, L.P. as to Woodmere Trace. Glenborough Fund V, L.P. as to Overlook Apartments. Glenborough Fund VI, LLC as to Arrowood Crossing, Chase Monroe, Phase I, Park at Woodlake, Player's Club, Sabal Point and Willow Glen Apartments. Glenborough Fund X, Limited Partnership, as to Bandera Crossing, Bear Page 1 2 Creek, Cypress Creek, Hunters Chase, Hunterwood, Longspur Crossing, North Park, Silver Vale Crossing, Stone Ridge, the Hollows, Vista Crossing, Walnut Creek Crossing, Willow Brook and Wind River Crossing, Jefferson Creek, Jefferson Place and La Costa. GLB Chase on Commonwealth, L.P. as to Chase on Commonwealth. DC Courtyard, L.P. as to the Courtyard Apartments. GLB Farmhurst, L.P. as to the Landing on Farmhurst Apts. GLB the Oaks, L.P. as to the Oaks Apartments. GLB Sharonridge -- Phase 1, Limited Partnership, as to Sharonridge Apartments -- Phase I. GLB Sharonridge -- Phase 2, Limited Partnership, as to Sharonridge Apartments -- Phase II. GLB Wendover Glen, L.P. as to Wendover Glen Apartments. Chase Monroe, LLC as to the Chase, Phase II. 4. Ratification. Except as amended by this First 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. Page 2 3 EXECUTED as of November __, 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 3 4 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 1, LIMITED PARTNERSHIP, a North Carolina limited partnership By: Glenborough Corporation Its Agent By: ----------------------------------- Its --------------------------- GLB SHARONRIDGE -- PHASE 2, LIMITED PARTNERSHIP, a North Carolina limited partnership By: Glenborough Corporation Its Agent By: ----------------------------------- Its --------------------------- Page 4 5 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 --------------------------- BUYER: BUSH GARDENS, LLC, a Nevada limited liability company By: ----------------------------------- Its --------------------------- Page 5