EXHIBIT 10.5
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SECOND AMENDMENT TO PURCHASE AGREEMENT
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THIS SECOND AMENDMENT TO PURCHASE AGREEMENT ("Amendment") is
made as of this 13th day of August, 1997, by and between XXXXXX XXXX
ASSOCIATES, a Texas general partnership ("Seller"), and COTTONWOOD REALTY
SERVICES, L.L.C., a Texas limited liability company ("Buyer").
R E C I T A L S
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A. Buyer and Seller are parties to that certain Purchase Agreement
dated effective July 7, 1997, as amended by (i) that certain First
Amendment to Purchase Agreement dated effective as of August 6, 1997, (ii)
that certain letter agreement dated August 8, 1997, and (iii) that certain
letter agreement dated August 12, 1997 (collectively, the "Purchase
Agreement") with respect to that certain real property located at 0000
Xxxxxx Xxxx located in Dallas, Texas and more specifically described in the
Purchase Agreement.
B. Buyer and Seller wish to modify the Purchase Agreement in the
manner set forth below.
NOW, THEREFORE, in consideration of the mutual covenants, promises
and undertakings set forth herein, Buyer and Seller hereby agree as
follows:
1. DUE DILIGENCE PERIOD. The "Due Diligence Period" as defined in
Paragraph 4(B) of the Purchase Agreement is hereby extended to Friday,
August 15, 1997. In the event that Seller agrees, in its sole and absolute
discretion, to any additional extensions of the Due Diligence Period, Buyer
shall pay to Seller an extension fee (the "Extension Fee") equal to the sum
of $25,000 for each calendar day that Seller agrees that the Due Diligence
Period shall be extended past August 15, 1997. The entire Extension Fee
shall be paid by Buyer directly to Seller (and not through escrow) upon
Seller's written agreement to the additional extension of the Due Diligence
Period by wire transfer of immediately available funds in accordance with
Seller's written wire instructions. Receipt of such payment prior to the
expiration of the then current Due Diligence Period shall, at Seller's
option, be a condition to such additional extension. The Extension Fee
shall be in addition to, and not in lieu of, the Initial Escrow Deposit,
the Additional Escrow Deposit and the Purchase Price (each as defined in
the Purchase Agreement) to be paid pursuant to the Purchase Agreement and
shall not be applied to the Purchase Price or be refunded to Buyer under
any circumstances whatsoever.
2. CLOSING DATE. The "Closing Date" as defined in Paragraph 5 of
the Purchase Agreement is hereby extended to Wednesday, September 10, 1997.
3. SATISFACTION OF TITLE REQUIREMENTS. Notwithstanding anything
to the contrary contained in the Purchase Agreement, it shall be a
condition precedent to Buyer's obligation to purchase the Property that, on
or before the Closing Date, the title requirements numbered 1, 2, 5, 6, 7,
8 and 9 in Schedule C of the Preliminary Title Report (as defined in the
Purchase Agreement) shall have been satisfied, a copy of which Schedule C
is attached hereto and made a part hereof.
4. FULL FORCE AND EFFECT. Except as modified herein, Buyer and
Seller acknowledge and agree that the Purchase Agreement remains in full
force and effect.
5. COUNTERPARTS. This Amendment may be signed by the parties in
different counterparts and the signature pages combined to create a
document binding on all parties. The parties hereto agree that facsimile
copies of signatures shall be acceptable and shall be deemed original
signatures (provided, however, each party will send the other an executed
counterpart original, if requested).
6. DEFINED TERMS. Except as otherwise specifically set forth in
this Amendment, each term which is used in a defined manner herein (and the
initial letter of which is capitalized) shall have the meaning set forth
for such term in the Purchase Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment as of
the date first above written.
SELLER:
COTTONWOOD REALTY SERVICES, L.L.C.,
a Texas limited liability company,
By:
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Name:
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Title:
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BUYER:
XXXXXX XXXX ASSOCIATES,
a Texas general partnership
By: CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XIII,
an Illinois limited partnership,
its general partner
By: JMB REALTY CORPORATION,
a Delaware corporation,
its general partner
By:
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Name:
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Title:
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