SECOND AMENDMENT TO
AGREEMENT OF PURCHASE AND SALE
(The St. Marin Apartments, Coppell, Texas)
This Second Amendment to Agreement of Purchase and Sale (this "Amendment")
is made and entered into by and between WHCO Real Estate Limited Partnership, a
Delaware limited partnership ("Seller") and St. Marin/Karrington Limited
Partnership, a Delaware limited partnership ("Purchaser").
R E C I T A L S
A. Seller and Berkshire Income Realty-OP, L.P., a Delaware limited
partnership, entered into that certain Agreement of Purchase and Sale dated
effective as of October 16, 2003, as amended by that certain First
Amendment to Agreement of Purchase and Sale dated October 20, 2003 (as
assigned to Purchaser, the "Agreement") concerning the sale of real
property located in Coppell, Texas known as The St. Marin Apartments (as
more particularly described in the Agreement, the "Property").
B. Seller and Purchaser have agreed to further amend the Agreement as
provided herein.
C. Except as otherwise expressly provided for herein, capitalized
terms used herein shall have the same meaning as set forth in the
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, Seller and Purchaser agree as follows:
1. Closing Credit. Seller hereby agrees that, at Closing, Purchaser
shall receive (i) a credit of Eleven Thousand Three Hundred and No/100
Dollars ($11,300.00), with such amount constituting the parties' reasonably
estimated cost to perform repainting of a fence, and (ii) a credit Four
Thousand Three Hundred Twenty One and No/100 Dollars ($4,321.00), with such
amount constituting the parties' reasonably estimated cost to perform
repairing a brick wall, both as required pursuant to that certain
non-compliance letter from Valley Ranch Association (the "Association") to
Seller, dated October 21, 2003 (collectively, the "Repairs"). The credits
shall be reflected on the settlement statement at Closing as a line item
credit toward the net funds due from Purchaser. Purchaser shall assume full
responsibility for the Repairs, and if for any reason the total cost of the
Repairs exceeds the amount of the foregoing credit, said costs shall be
borne by Purchaser. Purchaser acknowledges that Seller shall have no
further obligation or liability whatsoever with respect to the Repairs.
2. Purchaser and Seller acknowledge that Seller has entered into that
certain contract with Aztec Construction, attached hereto (the "Contract"),
and pursuant to that Xxxx of Sale, Assignment and Assumption dated as of
the date hereof, the Contract shall be assigned to and assumed by Purchaser
at Closing.
3. Continued Effect. Except as amended by this Amendment, the
Agreement shall remain in full force and effect in accordance with its
original terms and conditions.
4. Counterparts. This Amendment may be executed in counterparts and by
facsimile, each of which shall be considered an original instrument. If so
executed, each of such counterparts is to be deemed an original for all
purposes, and all such counterparts shall, collectively, constitute
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one amendment, but in making proof of this Amendment, it shall not be
necessary to produce or account for more than one such counterpart.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
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DATED effective as of October 30, 2003.
SELLER:
WHCO REAL ESTATE LIMITED PARTNERSHIP,
a Delaware limited partnership
By: WHRB Gen-Par, Inc.
a Delaware corporation,
its general partner
By:/s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Assistant Vice President
PURCHASER:
ST. MARIN/KARRINGTON LIMITED PARTNERSHIP, a
Delaware limited partnership
By: XX Xxxxxxxxxx, L.L.C.,
a Delaware limited liability company,
its general partner
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: President
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