**Exhibit 10.32**

AMERICAN SPECTRUM REALTY,INC.1800 EAST DEERE AVENUESANTA ANA, CA 92705

 

October 15, 2001

 

 

Pasadena Autumn Ridge LP

c/o CGS Real Estate Company, Inc.

1800 East Deere Avenue

Santa Ana, California 92705

 

                Re:          Agreement and Plan of Merger Between                                AmericanSpectrum Realty, Inc. and                                PasadenaAutumn Ridge LP

 

Gentlemen:

The following sets forth our agreement with respect to the Amendment ofthe Agreement and Plan of Merger (the “Agreement”) dated August 6, 2000.

In accordance with the Agreement, Pasadena Autumn Ridge LP (“Pasadena”)was to be merged with and into American Spectrum Realty, Inc. or AmericanSpectrum Realty Operating Partnership, L.P. (the “Operating Partnership”).  The parties have determined that it would bein the best interests of the parties if, instead of a merger, American SpectrumRealty, Inc. acquired all of the limited partnership interests of PasadenaAutumn Ridge LP, from the limited partner CGS Real Estate Company, Inc.(“CGS”), and that the general partner, S-P Properties, Inc. assign its interestto American Spectrum Holdings (Pasadena), LLC, which is a wholly-ownedsubsidiary of the Operating Partnership. Accordingly, the parties have agreed to amend the Agreement as follows:

1.             CGS, the limitedpartner of Pasadena, will assign all of its right, title and interest in and toall of the limited partner interests in Pasadena to the OperatingPartnership.  CGS represents that itowns all of the limited partner interests in Pasadena free and clear of allliens, claims and encumbrances and have full power and authority to execute anddeliver this agreement and perform its obligations hereunder.  S-P Properties, Inc., the general partner,will assign all of its right, title and interest in Pasadena to AmericanSpectrum Holdings (Pasadena), LLC.  S-PProperties, Inc. represents that it owns its interest in Pasadena free andclear from all liens, claims and encumbrances and has full power and authorityto execute and deliver this agreement and perform its obligations hereunder.

2.             The closing of the transfer (“Transfer”), pursuant tothe Agreement, shall take place simultaneously with the Closing of theConsolidation, as defined in the Agreement.

 

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3.             At the closing, CGSshall deliver to the Operating Partnership an assignment, assigning all of itsright, title and interest in and to the limited partnership interests inPasadena to the Operating Partnership. S-P Properties, Inc. shall deliver to American Spectrum Holdings(Pasadena), LLC, an assignment, assigning all of its right, title and interestin and to the general partnership interest in Pasadena to AmericanSpectrum  Holdings (Pasadena), LLC.

4.             At the closing, theOperating Partnership shall deliver to CGS and S-P Properties pro rata, inaccordance with their percentage ownership of partnership interests,certificates certifying that they are the owners of 89,295 OperatingPartnership Units in the Operating Partnership, representing the Exchange Value(as defined in the final Prospectus/Consent Solicitation Statement) of Pasadenaof $1,339,437 divided by $15.

5.             The partners andthe Operating Partnership shall execute a signature page to the OperatingPartnership Agreement admitting them as partners in the Operating Partnership.

6.             The limited partnerand the Operating Partnership shall execute all other instruments which may benecessary or desirable to reflect the admission of CGS as a partner in theOperating Partnership and to reflect the admission of the Operating Partnershipas the sole limited partner of Pasadena. The general partner and the Operating Partnership shall execute allother instruments which may be necessary or desirable to reflect the admissionof the general partner as a partner in the Operating Partnership and to reflectthe admission of American Spectrum Holdings (Pasadena), LLC as the sole generalpartner of Pasadena.

7.             Except as modifiedhereby, the Agreement shall remain in full force and effect.  All defined terms used herein and nototherwise defined shall have the meaning set forth in the Agreement.

8.             All parties need not execute the same copy of thisagreement.  This agreement may beexecuted in one or more counterparts and all such counterparts, taken together,shall constitute one instrument, and be effective as if all signatures were containedon one page.

 

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Please confirm youracceptance of and agreement with the foregoing by executing a copy of thisletter in the space provided below.

 

| AMERICAN  SPECTRUM REALTY    |
|------------------------------|
| OPERATING  PARTNERSHIP, L.P. |
|                         |   |
|                         |   |
| BY:                          | AMERICAN  SPECTRUM REALTY, INC. |
|                         |   |
|                         |   |
| By:                          |   |

 

 

 

Accepted and Agreed to as of

this 15th Day of October, 2001

 

 
| CGS REAL ESTATE COMPANY, INC.                     |
|---------------------------------------------------|
|                                              |
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| By:                                               |   |   |
|                                              |
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| S-P PROPERTIES, INC.                              |
|                                              |
|                                              |
| By:                                               |   |   |
|                                              |
|                                              |
| AMERICAN SPECTRUM  HOLDINGS  (PASADENA), LLC |
|                                              |
|                                              |
| By:                                               |   |   |
|                                              |
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| PASADENA AUTUMN RIDGE LP                          |
|                                              |
| By:                                               |   |   |

 

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