FIRST AMENDMENT TO
AGREEMENT OF PURCHASE AND SALE
(The St. Marin Apartments, Coppell, Texas)
This First 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 Berkshire Income Realty-OP, L.P., a
Delaware limited partnership ("Purchaser").
R E C I T A L S
A. Seller and Purchaser entered into that certain Agreement of
Purchase and Sale dated effective as of October 16, 2003 (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 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. Purchase Price. Section 1.1.3 of the Agreement is hereby deleted
and amended to read in its entirety as follows:
1.1.3 Purchase Price: $26,125,000.00.
2. Inspection Period. Seller and Purchaser agree that the Inspection
Period has expired and Purchaser's right to terminate the Agreement in
accordance with Section 4.4 of the Agreement has expired.
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 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]
DATED effective as of October 20, 2003.
SELLER:
WHCO REAL ESTATE LIMITED PARTNERSHIP,
a Delaware limited partnership
By: WHRB Gen-Par, Inc.
a Delaware corporation,
its general partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice President
PURCHASER:
BERKSHIRE INCOME REALTY - OP, L.P.,
a Delaware limited partnership
By: Berkshire Income Realty, Inc.,
a Maryland corporation,
its general partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Authorized Agent