SECOND MASTER AMENDMENT TO PURCHASE AND SALE AGREEMENTS
This Second Master Amendment to Purchase and Sale Agreements (the "Second
Master Amendment") is hereby entered into as of the 5th day of October, 2001 by
and among PAVILLION PARTNERS, LTD. ("Pavillion"), TANGLEWOOD ASSOCIATES LIMITED
PARTNERSHIP ("Tanglewood") and WINDSOR PARTNERS LIMITED PARTNERSHIP ("Windsor"),
each a Texas limited partnership, having an office c/o Berkshire Realty
Holdings, L.P., 5720 LBJ Freeway, Suite 480, Dallas, TX 76240, Attention: Eric
A. Calub, Telecopier No. 972-991-4557 (Pavillion, Tanglewood and Windsor being
referred to herein, collectively, as the "Seller"), and THE LARAMAR GROUP,
L.L.C., an Illinois limited liability company (formerly known as Alexon
Ventures, L.L.C., an Illinois limited liability company), with an address of 222
South Riverside Plaza, Suite 1450, Chicago, Illinois 60606, Attention: David B.
Levin, Telecopier No. 312-669-1300 (the "Buyer").
REFERENCE is made to three certain Purchase and Sale Agreements each dated
as of August 27, 2001, one by and between Pavillion and Buyer with respect to
the Pavillion Apartments located at 2922 Belt Line Road, Garland, Texas (the
"Pavillion Property") (the "Pavillion Agreement"), one by and between Tanglewood
and Buyer with respect to the Tanglewood Apartments located at 2804 Belt Line
Road, Garland, Texas (the "Tanglewood Property") (the "Tanglewood Agreement"),
and one by and between Windsor and Buyer with respect to the Windsor Apartments
located at 2811 North Shiloh Road, Garland, Texas (the "Windsor Property") (the
"Windsor Agreement"). The Pavillion Property, the Tanglewood Property and the
Windsor Property are referred to herein, collectively, as the "Properties". The
Pavillion Agreement, the Tanglewood Agreement and the Windsor Agreement, each as
amended by that certain Master Amendment to Purchase and Sale Agreements (the
"Master Amendment") dated as of September 28, 2001, are referred to herein,
collectively, as the "Agreements".
WHEREAS, capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Agreements; and
WHEREAS, Seller and Buyer have agreed to modify certain of the terms and
provisions of the Agreements as provided in this Second Master Amendment.
NOW THEREFORE, in consideration of the mutual agreements contained herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Seller and Buyer hereby agree as follows.
1. Extension of Financing Deadline. The Financing Deadline as set forth in
the Master Amendment is hereby extended to 5:00 p.m. on October 9, 2001.
2. Lapse of Certain Inspection Period Deadlines. Buyer and Seller
acknowledge that each of the Foundation Violation Deadline, the Title Matters
Deadline and the Prior Survey Matters Deadline has lapsed and, except for the
Seller's failure to satisfy the conditions as hereinafter provided on or before
Closing with respect to (i) the outstanding municipal ordinance violation
relative to the building foundation of the Pavillion Property (the "Foundation
Violation"), and (ii) items 9 j, p and t (the "Cable Matters") and items 9 k and
q (the "Alarm/Laundry Matters") of Schedule B to that certain Commitment for
Title Insurance GF No. LTIC-01-2846 (Revision No. 0) issued by Lawyer's Title
Insurance Corporation, Buyer has waived and shall have no further right to
terminate the Agreements pursuant to the Foundation Violation, the Cable Matters
and the Alarm/Laundry Matters and the Prior Survey Matters.
2. Additional Seller's Closing Obligations. Section 9.1 of each of the
Agreements is hereby amended by adding the following provisions to the end
thereof:
(n) Evidence that the Foundation Violation has been cured to the
satisfaction of the office of the building inspector of the City of Garland,
Texas, such that no violation of record exists at Closing.
(o) Affidavits reasonably required by the Title Insurer to delete the Cable
Matters as exceptions to Buyer's Title Policy.
(p) Affidavits and indemnities reasonably required by the Title Insurer to
delete the Alarm/Laundry Matters as exceptions to Buyer's Title Policy."
3. Counterparts, Etc. This Second Master Amendment shall not be effective
unless and until execution and delivery thereof by both Seller and Buyer. This
Second Master Amendment may be executed in counterparts, each of which shall be
an original and all of which, when taken together, shall constitute one
Agreement. Executed copies of this Second Master Amendment may be delivered by
facsimile.
4. Ratification. In all other respects, Seller and Buyer hereby reaffirm
all of the covenants, agreements, terms, conditions, and other provisions of the
Agreements except as modified hereby, and the Agreements are hereby incorporated
in full herein by reference.
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IN WITNESS WHEREOF, Seller and Buyer have executed this Second Master
Amendment as a sealed instrument as of the date first written above.
SELLER:
WITNESS:
PAVILLION PARTNERS, LTD., a Texas limited
partnership
By: Westcop Corporation, a Texas
corporation, its General Partner
By:
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Name:
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Title:
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WITNESS:
TANGLEWOOD ASSOCIATES LIMITED
PARTNERSHIP, a Texas limited partnership
By: The Krupp Company Limited Partnership-III,
Massachusetts limited partnership, its
General Partner
By: The Krupp Corporation, a
Massachusetts corporation, its
General Partner
By:
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Name:
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Title:
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WITNESS:
WINDSOR PARTNERS LIMITED PARTNERSHIP, a
Texas limited partnership
By: ST Windsor Corporation, a Texas
corporation, its General Partner
By:
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Name:
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Title:
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BUYER:
WITNESS:
THE LARAMAR GROUP, L.L.C., an Illinois limited
liability company (formerly known as Alexon
Ventures, L.L.C., an Illinois limited
liability company)
By:
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Name:
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Title:
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