Exhibit 10.5
Chalet
FOURTH AMENDMENT
TO
AGREEMENT FOR PURCHASE AND SALE
This Fourth Amendment to Agreement for Purchase and Sale (this
"Amendment"), dated September 10, 2001, is made among Garden Chalet I L.P., a
Delaware limited partnership ("Chalet I Seller") and Chalet II Associates, a
Kansas general partnership ("Chalet II Seller"), each with offices at 0000
Xxxxxx Xxxx Xxxx, Xxx. 000, Xxxxxx, XX 00000 (Chalet I Seller and Chalet II
Seller being collectively referred to as "Seller"), and KelCor, Inc., a Missouri
corporation ("Assignor"), Chalet I Acquisition, L.L.C., a Kansas limited
liability company ("Chalet I Purchaser"), and Chalet II Acquisition, L.L.C., a
Kansas limited liability company ("Chalet II Purchaser")(Chalet I Purchaser and
Chalet II Purchaser being collectively referred to as "Purchaser"), each with
offices at 000 Xxxxxx Xxxx, Xxxxx Xxxxxx Xxxx, Xxxxxxxx 00000.
Recitals:
A. Seller and Assignor entered into a certain Agreement for Purchase and
Sale dated effective as of June 25, 2001 (as amended, the "Agreement"), which
Agreement is for the sale and purchase of certain property located in Collin
County, Texas and described in the Agreement.
B. Assignor desires to assign its interest in the Agreement to Purchaser
and Purchaser and Seller desire to modify the Agreement, as set forth in this
Amendment.
C. All capitalized terms used in this Amendment and not separately defined
shall have the meanings ascribed to such terms in the Agreement.
Now, therefore, Purchaser and Seller agree as follows:
1. The Agreement shall remain in full force and effect, as modified by this
Agreement.
2. Assignor hereby assigns all of its right, title and interest in and to
the Agreement and the Deposit to Purchaser. Purchaser accepts such assignment
and agrees to perform all of the obligations of the Purchaser contained in the
Agreement. Chalet I Purchaser shall take title to the Chalet I Property at
Closing. Chalet II Purchaser shall take title to the Chalet II Property at
Closing.
3. The Assumption Period shall expire on September 20, 2001.
4. The Closing Date shall be September 27, 2001.
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IN WITNESS WHEREOF, the parties have executed this Amendment.
Seller: Garden Chalet I L.P.
By: Garden National Realty, Inc.,
its general partner
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
Chalet II Associates,
a Kansas general partnership
By: National Operating, L.P.,
its general partner
By: NRLP Management Corp.
its general partner
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
Assignor: KelCor, Inc.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President
Chalet I Purchaser: Chalet I Acquisition, L.L.C.
By: Xxxxxx X. Xxxxxx
Manager
Chalet II Purchaser: Chalet II Acquisition, L.L.C.
By: Xxxxxx X. Xxxxxx
Manager
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