SECOND AMENDMENT TO PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AGREEMENT ("Amendment") is made as of the
27th day of July, 2001, by and between WATERTON RAINTREE, L.L.C., a Delaware
limited liability company ("Seller") and KelCor, Inc., a Missouri corporation
("Purchaser").
WITNESSETH:
WHEREAS, Seller and Purchaser executed that certain Purchaser Agreement
dated June 7, 2001, as amended by the First Amendment to Purchase Agreement
dated July 11, 2001 (the "Original Contract") pursuant to which Seller agreed to
sell to Purchaser, and Purchaser agreed to purchase from Seller, that certain
parcel of ground with improvements known as the Barrington Hills Apartments,
located in Little Rock, Arkansas (the "Property"); and
WHEREAS, the parties hereto desire to extend the Due Diligence Period (as
defined in the Original Contract).
NOW, THEREFORE, in consideration of the foregoing covenants and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Definitions. The foregoing recitals are hereby incorporated into this
Amendment. All capitalized terms not defined herein shall have the same meaning
ascribed to them in the Original Contract. The Original Contract as hereby
amended shall be referred to collectively as the "Contract" and all references
in the Original Contract to "this Agreement", "the Agreement," or "herein" or
similar terms shall mean the Original Contract, as amended by this Amendment.
2. Due Diligence Period. The expiration date for the Due Diligence Period
is hereby extended to Monday, July 30, 2001.
3. Counterparts; Facsimile Execution. The parties hereto agree that: (a)
this Amendment may be executed in several counterparts, each of which shall be
deemed an original and all of which counterparts together shall constitute one
and the same instruments, and that executed counterpart originals shall be
satisfactory for purposes of enforcing this Amendment; and (b) original
signatures transmitted via facsimile shall be acceptable for purposes of
executing this Amendment. If counterpart originals are executed and/or original
signatures are transmitted by facsimile, the parties hereto shall endeavor in
good faith to deliver to each other executed counterpart originals within ten
(10) days from the date hereof.
4. Effect of Modification. Except as expressly modified by this Amendment,
the terms and conditions of the Original Contract shall otherwise remain in full
force and effect, without change.
IN WITNESS WHEREOF, the parties hereto have duly executed and sealed this
Amendment as of the date first above written.
SELLER:
WATERTON RAINTREE, LLC,
a Delaware limited liability company
By: Waterton Residential Property Fund II, L.P.
Its managing member
By: Waterton Fund II Managers, L.P.
Its general partner
By: VS Managers, L.L.C.
Its general partner
By:/s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Member
BUYER:
KelCor, INC.,
a Missouri corporation
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
