Exhibit 10.1(b)


 


AMENDMENT TO


STOCK PURCHASE AND SALE AGREEMENT


 


THIS AMENDMENT TO
STOCK PURCHASE AND SALE AGREEMENT is made as of this 30th day of October, 2007
(this “Amendment”) by and between BCSP IV U.S. Investments, L.P., a
Delaware limited partnership (“Seller”) and (i) Behringer Harvard One
Financial Plaza Chicago, LLC, a Delaware limited liability company, (ii)
Behringer Harvard 10/120 South Riverside Plaza, LLC, a Delaware limited
liability company and (iii) Behringer Harvard 200 South Wacker Drive, LLC, a
Delaware limited liability company (collectively, “Purchaser”, and together
with Seller, the “Parties”), and amends that certain Stock Purchase and Sale
Agreement between Seller and Behringer Harvard Operating Partnership I LP (“Assignor”),
which subsequently assigned its interest to Purchaser, dated as of August 15,
2007 (the “Agreement”). Unless otherwise defined herein, capitalized
terms used in this Amendment shall have the meanings ascribed to them in the
Agreement.


 


RECITALS


 


A.            Seller and Purchaser desire to amend
certain terms of the Agreement as hereinafter set forth.


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Seller and Purchaser hereby agree as follows:


 


1.             Closing Date. The Closing
Date shall be November 1, 2007. It is the intention of the Parties that this
provision shall supersede those provisions of that certain letter agreement of
Seller and Assignor dated September 15, 2007 related to the setting of the
Closing Date.


 


2.             Prorations. If any of the
items subject to proration under the provisions of the Agreement cannot be
prorated at the Closing because of the unavailability of the information
reasonably necessary to estimate such proration, or if any errors in the
computations of any such prorations are discovered subsequent thereto, then
such items shall be prorated and such errors corrected as soon as practicable
and the proper party reimbursed; provided, however, that any such prorations
will be made within forty-five (45) days after the Closing Date or not at all.
The provisions of this paragraph shall survive the Closing.


 


3.             Reaffirmation of Representations
made by 10/120 Ground Lessor and 10/120 Ground Lessee. Reference is hereby
made to that certain Consent Agreement (the “Consent Agreement”) to be
entered into at Closing by and between 10/120 Ground Lessor and 10/120 Ground
Lessee (herein referred to collectively as the “10/120 Borrower”) and
the Lender with respect to the 10/120 South Riverside Property (the “10/120
Lender”) and, in particular, to the 10/120 Borrower’s reaffirmation of
representations and warranties set forth in the first sentence of Section 1.25
of the Consent Agreement (the “Reaffirmation”). In addition to the other
indemnification obligations of Seller contained in the Agreement, Seller hereby
agrees to indemnify and hold harmless the 10/120 Borrower for any loss it
incurs as a result of a claim made by the 10/120 Lender that the 10/120
Borrower breached the Reaffirmation in respect of any one or more of the
following Sections of the Loan Agreement (as defined in the Consent Agreement):
3.1.2, 3.1.3, 3.1.4, 3.1.5, 3.1.6, 3.1.8, 3.1.10 (first sentence only), 3.1.15,
3.1.17 (second sentence only), 3.1.18, 3.1.23, 3.1.24, 3.1.27, 3.1.29, 3.1.31,
3.1.34, 3.1.37, 3.1.39,


 


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3.1.41 and 3.1.42. The indemnification obligation set
forth in the preceding sentence shall only apply if, as and to the extent that
the breach of the Reaffirmation related to the state of facts (including the
constitution of the 10/120 Borrower) immediately prior to the Closing and shall
otherwise be subject to the provisions of Sections 5.5.3 and 5.5.4 of the
Agreement (including, without limitation, that a claim for indemnification
hereunder must in all events be made prior to the date which is twelve (12)
months after the Closing), all as if such indemnification obligation were
included as a part of Section 5.5.2 of the Agreement.


 


4.             Miscellaneous. Except as
otherwise expressly modified in this Amendment, the terms and conditions of the
Agreement are and shall remain in full force and effect. The Agreement, as
modified hereby, is affirmed. In the event of any conflict or inconsistency
between the terms and provisions of the Agreement and the terms and provisions
of the Amendment, the terms and provisions of this Amendment shall govern and
control. The term “Agreement” as used herein and in the Agreement shall mean
the Agreement as modified by this Amendment and as same may be further modified
or amended. This Amendment may be executed in any number of counterparts, all
of which together shall be deemed to constitute one instrument, and each of
which shall be deemed an original. In addition, the parties acknowledge and
agree that facsimile signatures shall be deemed valid and binding, and
thereafter, upon request of either party, each party agrees to deliver original
signed copies of this Amendment to the other party.


 


[END OF TEXT]


 


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IN WITNESS
WHEREOF, the parties hereto have executed this Amendment as of the date first
set forth above.


 


	
   

  	
  SELLER

  
	
   

  	
   

  
	
   

  	
  BCSP IV U.S. INVESTMENTS, L.P., a Delaware
  limited

  partnership

  
	
   

  	
   

  
	
   

  	
   

  	
  By: BCSP REIT IV, Inc., a Maryland
  corporation,

  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  William A. Bonn

  
	
   

  	
   

  	
   

  	
  Senior Managing Director, General Counsel

  and Assistant Secretary

  
	
   

  	
   

  



 


[Signature pages continue]


 


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  PURCHASER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BEHRINGER HARVARD 200 SOUTH WACKER

  DRIVE, LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BEHRINGER HARVARD 10/120 SOUTH RIVERSIDE

  PLAZA, LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BEHRINGER HARVARD ONE FINANCIAL PLAZA

  CHICAGO, LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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