FIFTH AMENDMENT TO PURCHASE AGREEMENT
THIS FIFTH AMENDMENT TO PURCHASE AGREEMENT (the "Fifth Amendment") is made
as of the 22nd day of October, 2001, by and between WATERTON RAINTREE, LLC, a
Delaware limited liability company ("Seller"), and KelCor, Inc., a Missouri
corporation ("Buyer").
WITNESSETH:
WHERAS, Seller and Buyer executed that certain Purchase Agreement dated as
of June 7, 2001, as amended by that certain (i) First Amendment to Purchase
Agreement dated as of July 11, 2001, (ii) Second Amendment to Purchase
Agreement, dated as of July 27, 2001, (iii) Third Amendment to Purchase
Agreement, dated as of August 9, 2001, and (iv) Fourth Amendment to Purchase
Agreement, dated August 30, 2001, (collectively, the "Original Contract"),
pursuant to which Seller agreed to sell to Buyer, and Buyer agreed to purchase
from Seller, that certain parcel of land and improvements commonly known as the
Barrington Hills Apartments, located in Little Rock, Arkansas (the "Property"),
and
WHEREAS, the parties hereto desire to amend the Original Contract in
accordance with the terms and conditions specified herein.
NOW THEREFORE, in consideration of the foregoing covenants and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Definitions. The foregoing recitals are hereby incorporated into this
Fifth Amendment. All capitalized terms not defined herein shall have the same
meaning ascribed to them in the Original Contract. The Original Contract, as
hereby amended, shall be referred to collectively as the "Contract" and all
references in the Original Contract to "the Agreement," "the Agreement," or
"herein" or similar terms shall mean the Original Contract, as amended by this
Fifth Amendment.
2. Closing Date. Paragraph 3B of the Original Contract is hereby modified
to change the Closing Date to October 31, 2001.
3. Counterparts; Facsimile Execution. The parties hereto agree that: (a)
this Fifth Amendment may be executed in several counterparts, each of which
shall be deemed an original and all of which counterparts together shall
constitute one and the same instrument, and that executed counterpart originals
shall be satisfactory for purposes of enforcing this Fifth Amendment; and (b)
original signatures transmitted via facsimile shall be acceptable for purposes
of executing this Fifth Amendment. If counterpart originals are executed and/or
original signatures are transmitted by facsimile, the parties hereto shall
endeavor in good faith to deliver to each other executed counterpart originals
within ten (10) days from the date hereof.
4. Effect of Modification. Except as expressly modified by this Fifth
Amendment, the terms and conditions of the Original Contract shall otherwise
remain in full force and effect, without change.
IN WITNESS WHEREOF, the parties hereto have duly executed this Sixth
Amendment as of the date first above written.
SELLER:
WATERTON RAINTREE, LLC,
A Delaware limited liability company
By: Waterton Residential Property Fund II, L.P.
Its managing member
By: Waterton Fund II Managers, L.P.
Its general partner
By: VS Managers, L.L.C.
Its general partner
By:/s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Member
BUYER:
KelCor, INC.,
a Missouri corporation
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
