AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTEREST

                          AND JOINT ESCROW INSTRUCTIONS



            This AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTEREST AND

JOINT ESCROW INSTRUCTIONS ("Agreement") is made and entered into as of May 28

2003, by and between BANKAMERICA REALTY SERVICES, INC., a Delaware corporation

("Seller"), and MAGUIRE PARTNERS -- GLENDALE, LLC, a California limited

liability company ("Buyer"). Capitalized terms in this Agreement shall have the

meanings as defined herein, or, if not defined herein, shall have the meanings

given such terms in the Operating Agreement (as defined in Recital A below).



                                    RECITALS



            A. Buyer and Seller entered into that certain Amended and Restated

Operating Agreement dated as of March 5, 1996, as amended by that certain

Amendment to Amended and Restated Limited Liability Operating Agreement dated as

of December 11, 2000 (as amended, the "Operating Agreement"), concerning the

establishment and operation of Maguire Partners-Glendale Center, LLC, a

California limited liability company (the "Company"). Buyer and Seller are the

sole members of the Company.



            B. Maguire Partners-611 N. Brand LLC, a Delaware limited liability

company ("Maguire 611 "), owns and operates an office building project commonly

known as "Glendale Center" situated on Brand Boulevard in the City of Glendale,

State of California (the "Project"), as more particularly depicted on the Site

Plan attached hereto as Exhibit A (the "Site Plan"). Company is the sole member

of Maguire 611.



            C. The parties desire to enter into this Agreement to set forth the

terms and conditions on which Seller desires to sell to Buyer and Buyer desires

to purchase from Seller all of Seller's Membership Interest in the Company,

along with certain other matters related to the foregoing.



                                    AGREEMENT



            NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties agree as follows:



            1. ACQUISITION OF SELLER'S MEMBERSHIP INTEREST IN THE COMPANY. Buyer

hereby agrees to purchase from Seller and Seller hereby agrees to sell to Buyer,

all of Seller's right, title and interest in and to all of Seller's Membership

Interest in the Company under the operating Agreement, in accordance with and

subject to the terms and provisions of this Agreement.



               1.1 Purchase Price. The purchase price for Seller's Membership

Interest in the Company shall be Fifty-Three Million Dollars ($53,000,000) (the

"Purchase Price"). The Purchase Price shall be payable as follows:



                  1.1.1 Deposit. Within forty-eight (48) hours after execution

         of this Agreement, Buyer shall deposit or cause to be deposited with

         Escrow Holder the sum of Two Hundred Fifty Thousand Dollars ($250,000)

         (the "Deposit") in cash pursuant to Section 1.1.3 below. The Deposit

         shall be released to Seller immediately upon payment to Escrow Holder

         by Buyer and shall be non-refundable to Buyer, except upon a default by

         Seller or as otherwise provided herein. Seller shall invest the Deposit

         in a federally insured interest bearing account of Seller's choice with

         interest accruing at the rate of one percent (1%) per annum for the

         benefit of Buyer. All interest accruing on the Deposit during the term

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC