Exhibit 10.1
AGREEMENT OF PURCHASE AND SALE
AND JOINT ESCROW INSTRUCTIONS
1.
IDENTIFICATION AND PARTIES.
THIS AGREEMENT OF PURCHASE AND SALE
AND JOINT ESCROW INSTRUCTIONS (THIS "AGREEMENT"), DATED FOR IDENTIFICATION
PURPOSES ONLY MAY 28, 2008, IS MADE AND ENTERED INTO BY AND BETWEEN GRE WARNER
CALIFA LLC, A DELAWARE LIMITED LIABILITY COMPANY ("SELLER"), AND ZENITH
INSURANCE COMPANY, A CALIFORNIA CORPORATION ("BUYER").
SELLER AND BUYER ARE
SOMETIMES REFERRED TO HEREIN COLLECTIVELY AS THE "PARTIES," AND INDIVIDUALLY AS
A "PARTY."
2.
RECITALS.
2.1
SELLER IS THE OWNER OF THE "PROPERTY" (DEFINED BELOW) WHICH CONSISTS
PRINCIPALLY OF AN OFFICE BUILDING LOCATED AT 21155 CALIFA STREET IN WOODLAND
HILLS (CITY OF LOS ANGELES), COUNTY OF LOS ANGELES, STATE OF CALIFORNIA.
2.2
A PORTION OF THE PROPERTY WHICH CONSISTS OF APPROXIMATELY 8,667
SQUARE FEET (THE "ZENITH PREMISES") IS CURRENTLY LEASED TO BUYER PURSUANT TO
THAT CERTAIN OFFICE LEASE DATED SEPTEMBER 23, 2003 BETWEEN BUYER, AS TENANT, AND
KEARNY WARNER CENTER, LLC, A DELAWARE LIMITED LIABILITY COMPANY (AS
PREDECESSOR-IN-INTEREST TO SELLER), AS LANDLORD (THE "ZENITH LEASE").
2.3
SELLER DESIRES TO SELL THE PROPERTY TO BUYER, AND BUYER DESIRES TO
PURCHASE THE PROPERTY FROM SELLER, UPON AND SUBJECT TO THE TERMS AND CONDITIONS
SET FORTH BELOW.
NOW, THEREFORE, in consideration of the mutual undertakings of the parties
hereto, it is hereby agreed as follows:
3.
AGREEMENT OF PURCHASE AND SALE OF PROPERTY.
SELLER HEREBY AGREES
TO SELL THE PROPERTY TO BUYER, AND BUYER HEREBY AGREES TO PURCHASE THE PROPERTY
FROM SELLER, UPON AND SUBJECT TO THE TERMS AND CONDITIONS SET FORTH BELOW.
3.1
AS USED HEREIN, THE "PROPERTY" MEANS, COLLECTIVELY, ALL RIGHT, TITLE
AND INTEREST OF SELLER IN AND TO (A) THAT CERTAIN LAND DESCRIBED IN EXHIBIT "A",
TOGETHER WITH ALL EASEMENTS, RIGHTS-OF-WAY, AND APPURTENANCES BENEFITING SUCH
LAND (THE "LAND"), (B) ALL IMPROVEMENTS, STRUCTURES AND FIXTURES NOW OR ON THE
"CLOSING DATE" (AS HEREINAFTER DEFINED) LOCATED UPON THE LAND (THE
"IMPROVEMENTS"), (C) ALL TANGIBLE PERSONAL PROPERTY OWNED BY SELLER AND NOW OR
ON THE CLOSING DATE LOCATED ON AND USED IN CONNECTION WITH THE LAND AND
IMPROVEMENTS (THE "PERSONAL PROPERTY"), (D) THE "EXISTING LEASES" (AS
HEREINAFTER DEFINED) AND ALL "SERVICE CONTRACTS" (AS HEREINAFTER DEFINED (BUT
ONLY TO THE EXTENT SELLER'S OBLIGATIONS THEREUNDER ARE EXPRESSLY ASSUMED BY
BUYER PURSUANT TO THIS AGREEMENT), AND (E) TO THE EXTENT OWNED BY SELLER AND
ASSIGNABLE: (W) GOVERNMENTAL PERMITS, LICENSES AND APPROVALS, ARCHITECTURAL AND
IMPROVEMENT PLANS, WARRANTIES AND GUARANTEES THAT SELLER HAS RECEIVED IN
CONNECTION WITH ANY WORK OR SERVICES PERFORMED WITH RESPECT TO, OR EQUIPMENT
INSTALLED IN, THE IMPROVEMENTS OR THE LAND, (X) TENANT LISTS, (Y) ADVERTISING
MATERIAL, AND (Z) TELEPHONE EXCHANGE NUMBERS AND OTHER INTANGIBLE PERSONAL
PROPERTY RELATED TO THE LAND, IMPROVEMENTS OR PERSONAL PROPERTY (THE "INTANGIBLE
PROPERTY").
4.
PURCHASE PRICE; MANNER OF PAYMENT.
4.1
THE PURCHASE PRICE (THE "PURCHASE PRICE") FOR THE PROPERTY SHALL BE
TWELVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($12,500,000), WHICH AMOUNT SHALL
BE PAYABLE AS PROVIDED IN SECTION 4.2 BELOW.
4.2
THE PURCHASE PRICE SHALL BE PAYABLE IN CASH AT CLOSING.
BUYER SHALL
DELIVER THE