FIRST AMENDMENT TO AGREEMENT OF SALE
THIS FIRST AMENDMENT TO AGREEMENT OF SALE (this "Amendment") is made and
entered into to be effective as of the 21st day of February, 1997, by and
between MID-AMERICA APARTMENTS OF TEXAS, L.P., a Texas limited partnership
("Purchaser"), and BW ASSOCIATES, LTD., an Illinois limited partnership
("Seller").
W I T N E S S E T H:
WHEREAS, Seller and Purchaser are parties to that certain Agreement of
Sale entered into as of February 11, 1997 (the "Original Agreement"), pursuant
to which Seller agreed to sell to Purchaser, and Purchaser agreed to purchase
from Seller, the "Property" (as defined in the Original Agreement); and
WHEREAS, Seller and Purchaser now desire to amend the Original Agreement
and the Escrow Agreement pursuant to the terms and provisions set forth herein.
NOW, THEREFORE, for and in consideration of the premises and mutual
agreements contained herein, the payment of Ten and No/100 Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Seller and Purchaser agree that the Original Agreement is
amended as follows:
1. All capitalized terms used in this Amendment, to the extent not
otherwise expressly defined herein, shall have the same meanings ascribed to
such terms in the Original Agreement.
2. On February 5, 1997, Purchaser delivered its Title Notice to Seller
pursuant to Section 3.B. of the Original Agreement. The Title Notice raised
the density requirement contained in restrictions recorded in Volume 6568, Page
2105 of the Deed Records of Xxxxxx County, Texas as a Disapproved Title
Exception. Seller elected to not give a Response Notice. Notwithstanding
anything contained in Section 3.B. of the Original Agreement to the contrary,
Purchaser shall have until February 28, 1997 to waive in writing its objection
to such Disapproved Title Exception and elect to proceed towards Closing. If
Purchaser does not so elect on or before February 28, 1997, the Original
Agreement shall be terminated in accordance with Section 3.B.
3. Except as amended herein, the terms and conditions of the Original
Agreement shall continue in full force and effect and are hereby ratified in
their entirety.
4. This Amendment may be executed in multiple counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, this Amendment is executed to be effective as of the
date first set forth above.
PURCHASER:
MID-AMERICA APARTMENTS OF TEXAS, L.P.,
a Texas limited partnership
By: MAC of Delaware, Inc., a Delaware
corporation, its general partner
By: /s/ Xxxx X. Xxxxx, III
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Xxxx X. Xxxxx, III, President
SELLER:
BW ASSOCIATES, LTD., an Illinois
limited partnership
By: Balcones Associates, Ltd., an Illinois
limited partnership, its general partner
By: BW of Illinois, Inc., an Illinois
corporation, its general partner
By: /s/ Xxxx X. Xxxxxx, Xx.
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Name: Xxxx X. Xxxxxx, Xx.
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Its: Senior Vice President
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