EXHIBIT 10.48
AMENDMENT TO PROPERTY ACQUISITION/DISPOSITION AGREEMENT
This Amendment to Property Acquisition/Disposition Agreement (this
"Amendment") is made and entered into as of the 17th day of September, 1998, by
and between Apple Residential Income Trust, Inc., a Virginia corporation (the
"Owner"), and Cornerstone Realty Income Trust, Inc., a Virginia corporation (the
"Agent"), as successor to Apple Realty Group, Inc.
RECITALS
A. The Owner and Apple Realty Group, Inc. entered into a certain Property
Acquisition/ Disposition Agreement dated as of November 1, 1996
(sometimes referred to as the "Agreement"), under which Apple Realty
Group, Inc. was to provide services to the Owner in connection with
the acquisition and disposition of residential apartment complexes in
exchange for certain compensation described in the Agreement.
B. As of March 1, 1997, the Agent acquired all of the assets of Apple
Realty Group, Inc., consisting principally of the Property
Acquisition/Disposition Agreement, and in connection with such
acquisition agreed to perform the services of the agent under the
Agreement, in exchange for the consideration described in the
Agreement.
C. The Property Acquisition/Disposition Agreement provides that the fee
payable to the Agent in connection with the acquisition of properties
is not payable with respect to the portion of the purchase price
represented by indebtedness assumed or incurred in connection with the
acquisition, until the repayment of such indebtedness.
D. In July 1998, the Owner (through newly-organized, single-purpose
subsidiary limited partnerships) purchased five apartment complexes
that involved the assumption of debt that is not prepayable without
penalty. The Owner, in consultation with the Agent, determined that
the acquisition of these apartment complexes with the assumption of
the existing debt was in the best interests of the Owner
(notwithstanding the Owner's general intention to purchase and own its
properties on an "all-cash" or unleveraged basis) because of the
favorable interest rate on the indebtedness encumbering these five
properties.
E. In connection with the acquisition of the five properties referred to
above, the Agent rendered on behalf of the Owner certain special and
extraordinary services so as to permit the acquisition of the
properties by the Owner, including obtaining consent from the lenders
for the acquisitions and proposing and effectuating the organization
of special purpose subsidiaries of the Owner to acquire and own such
properties.
F. In consideration and in recognition of the special circumstances
associated with the indebtness encumbering the five properties
referred to above, and the special and extraordinary services rendered
by the Agent in connection with the acquisition of the properties, the
Owner desires to enter into an amendment to the Property
Acquisition/Disposition Agreement so as to permit the immediate
payment of the two percent (2%) fee on the indebtedness assumed in
connection with such acquisitions.
NOW, THEREFORE, in consideration of the promises herein contained, and
other valuable consideration, receipt of which is hereby acknowledged, the
parties agree as follows:
1. Amendment to Property Acquisition/Disposition Agreement. This is an
amendment to the Property Acquisition/Disposition Agreement dated as
of November 1, 1996 by and between the Owner and the Agent, as
successor to Apple Realty Group, Inc. Capitalized terms used and not
otherwise defined herein shall have the meaning set forth in the
Property Acquisition/Disposition Agreement.
2. Payment of Fee on Indebtedness Assumed in Connection With Certain
Acquisitions. In recognition and consideration of the special
circumstances associated with the assumption by subsidiary
partnerships of the Owner of certain existing indebtedness encumbering
the apartment complexes known as Pace's Point Apartments, Pepper
Square Apartments, Emerald Oaks Apartments, Hayden's Crossing
Apartments and Newport Apartments (including that such indebtedness is
not payable without penalty but bears favorable interest rates), and
the special and extraordinary services rendered by the Agent to the
Owner in connection with the identification, review and closing on the
acquisitions of such properties with the assumption of such debt
(including negotiations with the lenders in obtaining the lender's
consent to such acquisitions, and proposing and effectuating the
organization of special purpose subsidiaries of the Owner to acquire
and own such properties), the Owner agrees to pay, and shall
immediately upon execution of this Amendment shall pay, to the Agent
the two percent (2%) fee upon the indebtedness so assumed. The
following table sets forth the indebtedness assumed with respect to
each such property and the fee payable with respect to the
indebtedness assumed:
AMOUNT OF FEE PAYABLE WITH RESPECT
NAME OF PROPERTY INDEBTEDNESS ASSUMED TO INDEBTEDNESS ASSUMED
-------------------------------------- ---------------------- -------------------------
Pace's Point Apartments .............. $7,713,617 $154,272
Pepper Square Apartments ............. 3,643,424 72,868
Emerald Oaks Apartments .............. 6,685,706 133,714
Hayden's Crossing Apartments ......... 3,072,399 61,448
Newport Apartments ................... 3,043,873 60,877
3. No Further Amendment or Implication of Further Amendment. Nothing
contained in this Amendment shall be construed as amending the
Property Acquisition/Disposition Agreement except as expressly set
forth herein, nor shall anything contained in this Amendment be deemed
to imply that there will be any further amendments to the Property
Acquisition/Disposition Agreement unless a separate and independent
decision is made with respect to any such subsequent amendment.
IN WITNESS WHEREOF, the parties hereto executed this Amendment to the
Property Acquisition/Disposition Agreement as of the day first above written.
OWNER:
Apple Residential Income Trust, Inc.,
a Virginia Corporation
By: /s/ Xxxxx X. Xxxxxx
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Title: President
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AGENT:
Cornerstone Realty Income Trust, Inc.,
a Virginia Corporation
By: /s/ X.X. Xxxxxxx, Xx.
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Title: Chief Financial Officer
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