AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT
This AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT (this "Amendment"),
made as of the 10th day of August, 1995, is by and between KAURI INVESTMENTS,
LTD., a Washington corporation ("Buyer"), and RENAISSANCE VILLAGE ASSOCIATES,
JV, a Kansas joint venture ("Seller"). Buyer and Seller are parties to that
certain Purchase and Sale Agreement dated July 19, 1995 (the "Purchase
Agreement"). All capitalized terms not defined herein shall have the meaning
given in the Purchase Agreement.
For and in consideration of the mutual covenants herein contained, the
sufficiency of which is unconditionally acknowledged by Buyer and Seller, the
parties hereto do hereby agree to amend the Purchase Agreement as follows:
1. PURCHASE PRICE REDUCTION; WAIVER OF CONDITIONS. In consideration of
the amendments hereinafter set forth, and Buyer's agreement to waive its
feasibility contingency, Seller hereby agrees that the Purchase Price as set
forth in Section 2.2 of the Purchase Agreement is hereby reduced by One Hundred
Thousand Dollars ($100,000.00), from Four Million Two Hundred Thousand Dollars
($4,200,000.00) to Four Million One Hundred Thousand Dollars ($4,100,000.00).
Buyer hereby notifies Seller that the conditions set forth in Section 3.1 have
been satisfied. Notwithstanding the provisions of Section 2.1, Buyer shall have
until 5:00 P.M. Pacific Daylight Saving time on Friday, August 11, 1995 to
deposit with Title Company the additional Twenty-Five Thousand Dollars
($25,000.00) earnest Money Deposit required by Section 2.1 of the Agreement.
2. BUYER'S ACCEPTANCE OF CABLE CONTRACT. Notwithstanding anything to
the contrary in the Purchase Agreement or Buyer's previous correspondence with
Seller, Buyer hereby accepts Sale Property subject to the Cable T.V. Contract
which encumbers the Property (and Buyer agrees that exceptions 18, 19, 20, 21,
22, 23 and 29 of Transamerica Title Insurance Company Commitment No. 864007
shall be permitted exceptions under the Purchase Agreement), and agrees that the
same shall not constitute a breach of Section 4.1.6 or any other provision of
the Purchase Agreement, and agrees to defend and indemnify Seller harmless for,
from and against liability thereunder arising after the Closing Date (which
indemnity obligation survives closing).
3. NO OBLIGATION TO PUT UNITS IN RENTABLE CONDITION. Buyer agrees that
Seller is hereby released from its obligation set forth in Section 5.3.4 of the
Purchase Agreement, to "have all units in a rentable condition" on Closing, to
the extent that such requirement entails purchase of additional appliances,
replacement of carpet, doors, heaters or other fixtures, or construction work;
provided that Seller shall not be released from its obligation under
Section 5.3.4 to operate the Sale Property in the normal course of business.
4. ACCEPTANCE OF SIDING. Buyer hereby releases any claim it might have
against Seller in connection with the deteriorating siding on the Improvements
and any other claim regarding the physical condition of the Sale Property, and
acknowledges that it is accepting the "As-Is" physical condition of the
Improvements and the Sale Property. Seller confirms that the Sale Property
includes any claims it may have against the manufacturer of the siding.
5. TITLE. Buyer hereby acknowledges it has received the Seller's
response to Buyer's Title objection letter (a copy of which response letter is
attached to this Amendment), and Buyer does hereby approve the state of title to
the Sale Property as the same will be delivered pursuant to the Title Commitment
as modified as indicated in Seller's response letter.
6. ESCROW. The first sentence of Section 7.1 of the Purchase Agreement
is hereby amended to read in its entirety as follows: "Closing of the purchase
and sale subject of this Agreement shall occur through an Escrow (the "Escrow")
with Title Company on or before August 29, 1995."
7. NO EXTENSION OF CLOSING. Section 7.7 of the Purchase Agreement is
hereby deleted.
8. MISCELLANEOUS.
8.1 COUNTERPARTS; FACSIMILE SIGNATURES. This Amendment may be
executed in any number of counterparts and all counterparts shall be deemed to
constitute a single agreement. The execution and delivery of one counterpart by
any party shall have the same force and effect as if that party had signed all
other counterparts. The signatures to this Amendment may be executed on
separate pages and when attached to this Amendment shall constitute one (1)
complete document. Delivery of a signed counterpart of this Amendment by
facsimile shall have the same force and effect as delivery of an originally
executed counterpart.
8.2 NO OTHER AMENDMENTS. Except as amended above, the Purchase
Agreement remains in full force and effect in accordance with its terms.
BUYER:
KAURI INVESTMENTS, LTD.,
a Washington corporation
By: /s/John J. Schilling
John J. Schilling, Vice President
SELLER:
RENAISSANCE VILLAGE ASSOCIATES, JV
By: UNITED INVESTORS GROWTH
PROPERTIES II, LTD.,
a Missouri limited partnership
By: UNITED INVESTORS REAL
ESTATE, INC.,
a Delaware corporation,
general partner
By: /s/Carroll D. Vinson
Its President
By: UNITED INVESTORS GROWTH
PROPERTIES, LTD.,
a Missouri limited partnership
By: UNITED INVESTORS REAL
ESTATE, INC.,
a Delaware corporation,
general partner
By: /s/Carroll D. Vinson
Its President