Exhibit 10.12
FIRST AMENDMENT OF
PURCHASE AND SALE CONTRACT
THIS FIRST AMENDMENT OF PURCHASE AND SALE CONTRACT(this “Amendment”) is entered into effective as of the 19th day of September, 2008, by and betweenLAKEWOOD AOPL, A TEXAS LIMITED PARTNERSHIP, a Texas limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), andVR GENERAL PARTNER LLC, a Delaware limited liability company, having a principal address at 711 West Bay Area Boulevard, Suite 602, Webster, Texas 77027 (“Purchaser”).
RECITALS
A. Seller and Purchaser entered into that certain Purchase and Sale Contract, dated as of August 28, 2008 (the “Contract”), regarding the real property located in Tomball, Texas, commonly known as the Lakewood Apartments, as more particularly described in the Contract.
B. The Contract was previously terminated by Purchaser pursuant to the terms thereof and Purchaser and Seller now desire to reinstate the Contract and to make modifications and clarifications to the Contract subject to the terms and conditions described below.
C. All capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Contract.
NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Seller and Purchaser agree as follows:
agreements
“3.1 Feasibility Period. Subject to the terms ofSection 3.3 and 3.4 and the rights of Tenants under the Leases, from the Effective Date to and including September 30, 2008 at 5:00 p.m. Dallas, Texas time (the “Feasibility Period”), Purchaser, and its agents, contractors, engineers, surveyors, attorneys and employees (collectively, “Consultants”) shall, at no cost or expense to Seller, have the right from time to time to enter onto the Property to conduct and make any and all customary studies, tests,examinations, inquiries, inspections and investigations of or concerning the Property, review the Materials and otherwise confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Property and Purchaser’s intended use thereof (collectively, the “Inspections”).”
“5.1 Closing Date. The Closing shall occur on October 20, 2008 (the “Closing Date”) through an escrow with Escrow Agent, whereby the Seller, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means. Notwithstanding the foregoing to the contrary, Seller shall have the option, by delivering written notice to Purchaser, to extend the Closing Date to the last Business Day of the month in which the Closing Date otherwise would occur pursuant to the preceding sentence, in connection with Seller’s payment in full of the Note (the “Loan Payoff”).”
CB Richard Ellis – Capital Markets
2415 East Camelback Road
Phoenix, Arizona 85016
Attention: Sean Cunningham
Telephone: (602) 735-1740
Facsimile: (602) 735-5156
[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]
NOW, THEREFORE, the parties hereto have executed this Amendment as of the date first set forth above.
Seller:
LAKEWOOD AOPL, A TEXAS LIMITED PARTNERSHIP,
a Texas limited partnership
By: LAKEWOOD AOPL, INC.,
a Texas corporation,
its general partner
By: /s/Brian J. Bornhorst
Name: Brian J. Bornhorst
Title: Vice President
Purchaser:
VR GENERAL PARTNER LLC,
a Delaware limited liability company
By: /s/Andrew Stewart
Name: Andrew Stewart
Title: Secretary