EXHIBIT 10.9
AMENDMENT TO PURCHASE AGREEMENT
THIS AMENDMENT TO PURCHASE AGREEMENT ("AMENDMENT") is entered into to be
effective as of the 22nd day of June, 2004, by and between NORTHPOINT OFFICE
PARTNERS, L.P., a Texas limited partnership ("SELLER"), and BEHRINGER HARVARD
MID-TERM VALUE ENHANCEMENT FUND I LP, a Texas limited partnership ("PURCHASER").
All capitalized terms used herein and not otherwise defined herein shall have
the meanings ascribed to them in the Agreement (defined below).
W I T N E S S E T H:
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WHEREAS, Seller and Purchaser previously entered into that certain
Purchase Agreement dated as of June 18, 2004 (the "AGREEMENT"), pursuant to
which Seller agreed to sell to Purchaser and Purchaser agreed to purchase the
Property described therein.
WHEREAS, Seller and Purchaser now desire to amend the Agreement in
certain respects, as hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. EXTENSION OF CLOSING DATE. Seller and Purchaser agree that the
Closing Date (as defined in Section 4.1 of the Agreement) shall be June 28,
2004.
2. ADDITIONAL XXXXXXX MONEY. No later than the first business day
after the day upon which this Amendment is fully executed, Purchaser shall
deliver to the Title Company an addition to the Xxxxxxx Money (as defined in
Section 1.7 of the Agreement) in the amount of Two Hundred Thousand Dollars
($200,000). After such funds are delivered to the Title Company, the amount of
the Xxxxxxx Money will be Two Hundred Fifty Thousand Dollars ($250,000) (plus
accrued interest).
3. WAIVER OF INSPECTION PERIOD. It is acknowledged and agreed that
Purchaser has waived any right to terminate the Agreement pursuant to Article
III thereof, relating to the Inspection Period.
4. DECREASE IN PURCHASE PRICE. The Purchase Price (as defined in
Section 1.4 of the Agreement) is hereby amended to be Five Million Nine Hundred
Thousand and No/100 Dollars ($5,900,000.00).
5. EFFECT OF AMENDMENT. This Amendment modifies and amends the
Agreement and the terms and provisions hereof shall supersede and control over
any contrary or conflicting terms and provisions set forth in the Agreement. The
Agreement, as amended by this Amendment, remains in full force and effect.
6. COUNTERPARTS. To facilitate execution of this Amendment, this
Amendment may be executed in multiple counterparts, each of which, when
assembled to include an original
signature for each party contemplated to sign this Amendment, will constitute a
complete and fully executed original. All such fully executed original
counterparts will collectively constitute a single agreement.
7. FACSIMILE SIGNATURES. In order to expedite the transaction
contemplated herein, telecopied or facsimile signatures may be used in place of
original signatures on this Amendment. Seller and Purchaser intend to be bound
by the signatures on the telecopied document, are aware that the other party
will rely on the telecopied signatures, and hereby waive any defenses to the
enforcement of the terms of this Amendment based on the form of signature.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
be effective the date and year first above written.
SELLER:
NORTHPOINT OFFICE PARTNERS, L.P.,
a Texas limited partnership
By: LBJ Northpoint Investment Corp.
Its General Partner
By:_______________________________
Xxxx Xxxxxxxx
President
PURCHASER:
BEHRINGER HARVARD MID-TERM
VALUE ENHANCEMENT FUND I LP,
a Texas limited partnership
By: Behringer Harvard Funds I LP
Its General Partner
By:_______________________________
Name:_____________________________
Title:____________________________
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