FOURTH AMENDMENT TO PURCHASE AGREEMENT
THIS FOURTH AMENDMENT TO PURCHASE AGREEMENT ("Fourth Amendment") is made as
of the 30th day of August, 2001, by and between WATERTON RAINTREE, LLC, a
Delaware limited liability company ("Seller") and KelCor, Inc., a Missouri
corporation ("Buyer").
WITNESSETH:
WHEREAS, Seller and Buyer executed that certain Purchase Agreement dated as
of June 7, 2001, as amended by that certain First Amendment to Purchase
Agreement dated as of July 11, 2001 and that certain Second Amendment to
Purchase Agreement dated as of July 27, 2001 and Third Amendment to Purchase
Agreement dated as of August 9, 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
Fourth 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 "this Agreement", "the Agreement," or
"herein" or similar terms shall mean the Original Contract, as amended by this
Fourth Amendment.
2. Lender Approval Period. Paragraph 3(D)(2) of the Original Contract is
hereby modified to change the Lender Approval Period to September 21, 2001. If
Buyer fails to obtain all of the required Lender Approvals by such date, Buyer
shall have the right to terminate the Agreement in accordance with the terms of
Paragraph 3(D)(2) or the right to extend the Closing Date as provided below.
3. Closing Date. Paragraph 3B of the Original Contract is hereby modified
to change the Closing Date to September 28, 2001. Paragraph 3(D)(5) of the
Original Contract is modified to provide that Buyer shall have the right extend
the Closing Date for a period not to exceed thirty (30) to the extent that
Seller is diligently pursuing the Lender Approvals and the satisfaction of all
the Lender requirements.
4. Counterparts; Facsimile Execution. The parties hereto agree that: (a)
this Fourth 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 Third Amendment; and (b) original signatures
transmitted via facsimile shall be acceptable for purposes of executing this
Fourth 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.
5. Effect of Modification. Except as expressly modified by this Fourth
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 and sealed this
Fourth 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
