EXHIBIT 99.4
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(Form S-3)
SALES AGREEMENT
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THIS SALES AGREEMENT, made and entered into on this 29th day of
February, 1996, among Virgil R. Williams and James N. Williams as Seller
(hereinafter referred to as "Seller"), EASLAN CAPITAL OF ATLANTA, INC., as
purchaser (hereinafter referred to a s "Purchaser"), and Belkofer &
Company, Inc. and Williams-Adair Realty Corp. as licensed real estate
brokers in the state of Georgia (hereinafter referred to as "Brokers").
WITNESSETH
FOR AND CONSIDERATION of the sum of Twenty Five Thousand and No/100
Dollars ($25,000) in check paid to an interest bearing account of Belkofer
& Company, Inc. within three (3) business days of Seller's execution, as
Purchaser's Earnest Money and in further consideration of the covenants and
agreements contained in this Agreement, IT IS HEREBY COVENANTED AND AGREED
among the parties hereto as follows:
1. PURCHASE AND SALE. Upon all the terms and conditions
hereinafter set forth, Seller shall sell and Purchaser shall purchase from
Seller all that tract or parcel of land being approximately 21,584 acres
and 40 rental units being more particularly described in Exhibit "A"
attached hereto and incorporated herein by reference, together with any and
all improvements and appurtenances located thereon; said land, together
with such improvements, is hereinafter referred to as "the Property".
2. PURCHASE PRICE. The purchase price of the Property shall be
Four Million Three Hundred Thousand dollars ($4,300,000), subject to
adjustment as hereinafter provided.
3. SURVEY. Purchaser, at Purchaser's sole cost and expense, may
cause a survey of the Property to be prepared by a land surveyor registered
under the laws of Georgia and designated by Purchaser. The survey shall
show the location of the flood plain and the acreage of the Property to the
nearest one-thousandth (1/1000th) of an acre. The description of the
Property used in Seller's Limited Warranty Deed conveying the Property to
Purchaser shall be the legal description contained in Exhibit "A" and, in
addition, Seller shall convey title to the Property to Purchaser pursuant
to a Quitclaim Deed according to such new survey legal description, if
applicable.
4. METHOD OF PAYMENT. The Purchase Price shall be paid in cash,
good funds or cashier's check at closing, or Purchaser agrees that, upon
request by Seller, Purchaser will cooperate with Seller in such a manner as
to permit Seller to convey the Property as part of a tax free exchange
pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended;
provided, however, that Purchaser shall not incur any
5. TITLE. Seller warrants that Seller presently has title to the
Property, and, at the time the sale is closed, Seller shall convey good and
marketable title
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to the Property to Purchaser by Limited Warranty Deed subject
only to the following exceptions (the "Permitted Title Exceptions"); (1)
Zoning ordinances affecting the Property; and (2) general utility easements
serving the Property. Good and marketable title is hereby defined as title
which is insurable by a national title insurance company at its standard
rates and without exception. Thirty (30) days prior to closing, Purchaser
shall furnish Seller with a written statement of objections affecting the
marketability of said title. Seller shall have a reasonable time (not to
exceed twenty (20) days) after receipt of such objections within which to
satisfy all valid objections. Seller shall use Seller's best efforts to
satisfy such valid objections within said time. If Seller fails to satisfy
such valid objections within said time, then, at the option of the
Purchaser, to be exercised by written notice to Seller, Purchaser may (i)
accept the title to the Property with such defects and close, or (ii) all
Earnest Money shall be returned to Purchaser and Purchaser may exercise its
rights as provided in Paragraph 7.
6. CLOSING. This sale shall be closed at the offices of
Purchaser's attorney in Atlanta, Georgia, at a date and time selected by
Purchaser, on or before May 30, 1996 (i.e., "date of Closing" or
"Closing"). Notwithstanding the above, at the option of Purchaser,
exercisable by written notice to Seller, the Closing date may be extended
for thirty (30) calendar days for an additional Twenty Five Thousand
Dollars ($25,000) in non-refundable earnest money. Said money shall be
applied to Purchase Price. At Closing hereunder, the Property shall be
conveyed free and clear of all liens, encumbrances, restrictions,
assessments, and encroachments, except Permitted Title Exceptions. At
Closing hereunder, Seller shall convey the Property to Purchaser by Limited
Warranty Deed, which Deed shall be duly witnessed and notarized for
recording in the State of Georgia. Possession of the Property shall be
granted to Purchaser at Closing. Seller shall pay the Georgia transfer tax
on said Limited Warranty Deed. Seller and Purchaser shall prorate between
themselves as of the date of Closing, all real estate taxes on the
Property, provided, however, that any and all assessments for work
completed prior to Closing shall not be prorated, but shall be paid by
Seller at Closing.
7. DEFAULT. If the purchase and sale of the Property contemplated
hereby is not consummated in accordance with the terms and conditions of
this Agreement due to circumstances or conditions which constitute a
default by Purchaser hereunder, the Earnest Money then, on deposit, shall
be delivered to Seller as full liquidated damages for such default, the
parties acknowledging that Seller's actual damages in the event of a
default by Purchaser hereunder will be difficult or impossible to
accurately estimate, and the parties expressly acknowledge that retention
of the Earnest Money, and any interest earned thereon, is intended not as a
penalty, but as full liquidated damages, and a reasonable pre-estimate of
the probable loss resulting from such a default. The parties expressly
acknowledge that the delivery of the Earnest Money to Seller shall be the
sole and exclusive remedy of Seller by reason of any default by Purchaser
hereunder, and Seller shall not sue Purchaser for specific
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performance of this Agreement or to prove that Seller's actual
damages exceed the Earnest Money which is herein provided. If sale of the
Property contemplated hereby is not consummated in accordance with the
terms and conditions of this Agreement due to any circumstances or
conditions other than a default by Purchaser hereunder, the Earnest Money
shall be refunded to Purchaser promptly upon request, and Purchaser may
exercise such rights and remedies as may be provided for in this Agreement
or as may be provided for or allowed by law or in equity, including but not
limited to specific performance.
8. AGREEMENTS AFFECTING THE PROPERTY. Seller hereby covenants and
agrees with Purchaser that, so long as this Agreement remains in full force
and effect, Seller shall not sell, rent, lease, convey (absolutely or as
security), grant a security interest in, or otherwise encumber or dispose
of, any portion of the Property or any interest or rights therein, without
the express consent of Purchaser. Said consent not to be unreasonably
withheld.
9. CONDITION OF PROPERTY. Commencing upon the date of this
Agreement and extending through Closing hereunder, the Property shall
remain in the same condition as on the date hereof, except, however, for
natural wear and tear, condemnation, acts of God and occurrences over which
Seller has no control. Except as may be necessary for the examination
provided in Paragraph 10, neither Seller nor Purchaser shall in any manner
disturb, cut or remove any trees, shrubs, bushes or dirt from the Property
during said period, and the risk of loss for any casualty to said Property
shall remain upon Seller.
10. ACCESS TO EXAMINATION OF THE PROPERTY. Subject to the
provision of Paragraph 9 above, Purchaser, personally or through agents,
employees, or contractors, may go upon the Property at any time or from
time to time prior to the Closing to make boundary line or topographical
surveys and to conduct such soil, engineering, environmental, other tests,
investigations, and analyses of the Property as Purchaser deems desirable,
provided, same is done in a reasonable manner consistent with good
engineering, surveying or similar practices. Purchaser hereby indemnifies
and saves Seller harmless from any claim liability, cost, or expenses
(including attorneys fees), that may arise against Seller by reason of
Purchaser's physical access to the Property for such surveys, tests,
analyses and investigations.
11. BROKERAGE DISCLOSURE AND COMMISSION. Seller and Purchaser each
represent and warrant to the other that neither has employed, retained or
consulted any broker, agent or other finder with respect to the Property or
in carrying on negotiations relative to this Agreement except as provided
for below, and Seller and Purchaser shall indemnify and hold the other
harmless from and against any and all claims, demands, causes or action,
debts, liabilities, judgments and damages (including costs and reasonable
attorneys fees incurred in connection with the enforcement of this
indemnity) which may be asserted or recovered against the other on account
of any brokerage fee,
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commission or other compensation arising in breach of this
representation and warranty. Seller and Purchaser hereby acknowledge that
Williams-Adair Realty Corp. has acted as agent for Seller and Belkofer &
Company, Inc. has acted as agent for Purchaser. Seller hereby agrees that
all commissions due Brokers shall be paid by Seller at Closing. Seller
shall pay a commission of six percent (6%) of the total purchase price and
said commission shall be divided equally between Belkofer & Company, Inc.
and Williams-Adair Realty Corp. Seller acknowledges that Easlan Capital of
Atlanta, Inc. is a licensed real estate broker acting as a principal in
this transaction. The commission shall be earned and paid if and only if
the closing of this sale actually occurs.
12. GENERAL WARRANTIES. Seller warrants and represents that:
(a) Seller knows of no public improvements which have been
ordered to be made and/or which have not hereto been completed, assessed
and paid for;
(b) There is no litigation or proceeding pending, or to
Seller's knowledge threatened, against Seller, or against or relating to
all or any part of the Property, nor does Seller know or have reasonable
grounds to know of any basis for any such action.
(c) Seller has no knowledge of any pending or threatening
condemnation or eminent domain proceedings which would affect any of the
Property; and
(d) Seller is the owner in fee simple of the Property and has
full right, power and authority to enter into this Agreement and to execute
all documents required hereby to be executed by the Seller herein.
13. FEASIBILITY. Notwithstanding anything contained herein, this
Agreement and the obligations of Purchaser hereunder are conditioned upon
Purchaser determining the feasibility of his proposed development or
intended purpose for the property. Purchaser shall have Sixty (60) days
from the date of Contract execution to investigate the feasibility of
utilizing the Property for the intended purpose or proposed development.
If Purchaser determines, in Purchaser's sole discretion, that the Property
is not suitable to his proposed development, or intended purpose, then he
shall notify Seller on or before the expiration of said Sixty (60) day
period and all Earnest Money together with interest earned thereon shall be
refunded to Purchaser and this agreement shall become null and void and
neither of the parties shall thereafter have any further obligation to one
another. Purchaser shall turn over to Seller all surveys, plans, studies
and/or reports that he has in his possession relating to the Property. If
no such notice shall be timely given by Purchaser as provided above, then
Purchaser shall be deemed to have waived his right to terminate this
agreement as provided, in this paragraph, and the Earnest Money shall
become non-refundable except for Seller's default or as otherwise provided
in this agreement. Should Purchaser close on said Property, than all
Earnest Money paid to date shall be credited against the Purchase Price.
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14. CONDEMNATION. In the event of the institution of any
proceedings, judicial, administrative or otherwise, which shall relate to
the proposed taking of any portion of the Property by eminent domain prior
to Closing, Purchaser shall have the right and option to terminate this
Agreement at any time prior to Closing by giving the Seller notice to such
effect at any time after Purchaser's receipt of any such occurrence or
occurrences. Seller hereby agrees to furnish Purchaser written
notification in respect thereof within forty eight (48) hours from the
Seller's receipt of any such notification. Should Purchaser so terminate
this Agreement, then all Ernest Money paid by Purchaser hereunder shall
immediately be returned to Purchaser and, thereupon, the parties hereto
shall be released from their respective obligations and liabilities
hereunder. In the event Purchaser does not elect to terminate this
agreement because of such taking, at the Closing hereof, Seller shall
assign to Purchaser all of Seller's right, title and interest in any award
arising out of such taking.
15. MISCELLANEOUS DOCUMENTS. contemporaneously with the execution
by Seller, Seller agrees to deliver to Purchaser a copy of any title
policy, survey and any and all letters from municipal or county authorities
concerning or relating to right of ways, zoning, curb cuts, utilities,
assessments, rock and soil tests and taxes affecting the Property which are
in the possession of Seller.
16. HEIRS AND ASSIGNS. The Agreement shall bind and inure to the
benefit of Seller and Purchaser and their respective heirs, executors,
legal representatives, successors, and assigns.
17. NOTICES. Any notice required or permitted to be given
hereunder shall be sufficient if in writing and sent by U.S. Certified
Mail, prepaid postage, to the party being given such notice at the
following addresses:
SELLER: SELLER'S BROKER:
Mr. Virgil R. Williams Forrest Adair Corp.
Mr. James N. Williams Williams-Adair Realty Place
c/o Forrest Adair 2056 West Park
Williams-Adair Realty Corp. Suite A
Suite A Stone Mountain, GA 30087
Stone Mountain, GA 30087 Telecopy No: (404) 469-3089
Telecopy No: (404) 469-3089
PURCHASER: PURCHASER'S BROKER:
Easlan Capital of
Atlanta, Inc. George W. Belkofer
1995 North Park Place Belkofer & Company, Inc.
Suite 100 2700 Delk Road
Atlanta, GA 30339 Suite 100
Attn: Kent S. Levenson Marietta, GA 30067
Telecopy No: (770) 952-4670 Telecopy No: (770) 952-5922
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Any party may change such address by giving the other parties hereto notice
of such change of address. Notice given as hereinabove provided shall be
deemed received by the party to whom it is addressed on the calendar day
following the date on which said notice is deposited in the mail.
18. MISCELLANEOUS. If all or any portion of any of the provisions of
this Agreement shall be declared invalid by laws applicable thereto, then
the performance of said offending provision shall be excused by the parties
hereto; provided, however, that if the performances of such excused
provision materially affect any aspect of this transaction, then the party
hereto for whose benefit such excused provision was inserted in the
Agreement shall have the right, exercisable by written notice given to the
other party within ten (10) days after such provision is so declared
invalid, to terminate this Agreement; thereupon this Agreement shall be
null and void, and Purchaser's said Earnest Money deposit shall be promptly
refunded to Purchaser.
19. OFFER AND EFFECTIVE DATE. The instrument shall be regarded as an
offer by Purchaser to Seller and is open for acceptance and delivery
thereby until the 29th day of February, 1996, after which date this
Agreement, if unaccepted, shall be null and void and of no force and effect
whatsoever; the date of an acceptance shall be inserted at such time of
acceptance and delivery in the space provided therefore on the first page
of this Agreement.
20. CONDITIONS OF CLOSING. The Closing contemplated by the agreement
shall be subject to Purchaser's verification during the first sixty (60)
days after mutual execution of the Agreement that:
a) The Property can and will be zoned for Buyer's intended use to
develop as a multi-family apartment project having 13 units per acre.
b) All utilities are available in sufficient capacity and at
Closing will be accessible to the Property at the property lines, without
constructing any lift stations, or incurring any other extraordinary costs
or fees associated with Buyer connecting to the utilities. Buyer to
satisfy this condition during (60) day feasibility period as provided in
Paragraph 13.
c) The appropriate authorities will issue building permits for
multi-family apartments.
d) Buyer finds no unrippable rock or non-compatible soils on the
site.
e) Buyer will obtain a Phase I environmental report satisfactory
to Buyer, and a Phase II if Buyer deems necessary based on Phase I.
f) Buyer determines that there are no archeological finds or
endangered species that may affect development.
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g) Buyer is not restricted by any tree ordinance from removing all
trees necessary for construction of Buyer's development.
h) Buyer obtains an acceptable wetlands delineation showing no
wetlands on the Property.
i) The appropriate authorities will allow Buyer signage rights on
GA Hwy. (78).
j) Seller will convey free and clear fee simple title to the
Property by Limited Warranty Deed.
k) The exact delineation of the 21.58 acres to be agreed upon.
l) Other than existing leases, there are no other contracts
related to the Property that cannot be terminated.
IN WITNESS WHEREOF, the parties hereto have set their hand and seals
hereunder and have caused this Agreement to be executed in their names and
their corporate seals to be affixed by their officers duly authorized
thereunto, the day and year first above written.
"SELLER" "SELLER"
Virgil R. Williams James M. Williams, Jr.
By: /s/ VIRGIL R. WILLIAMS By: /s/ JAMES M. WILLIAMS, JR.
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"PURCHASER"
Easlan Capital of Atlanta, Inc.
BY: /s/ KENT S. LEVENSON
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TITLE: President
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"BROKER" "BROKER"
Belkofer & Company, Inc. Williams-Adair Realty, Inc.
By: /s/ GEORGE BELKOFER, JR. By: /s/ FOREST L. ADAIR
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Title: President By: President
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FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (the "First
Amendment") is made and entered into as of this 25th day of April, 1996, by
and between EASLAN CAPITAL OF ATLANTA, INC., a Georgia corporation
(hereinafter referred to as the "Purchaser"), VIRGIL R. WILLIAM and JAMES
N. WILLIAMS, individual residents of the State of Georgia (hereinafter
referred to as the "Seller") and BELKOFER AND COMPANY, INC., a Georgia
corporation, and WILLIAMS-ADAIR REALTY CORP., a Georgia corporation
(hereinafter referred to as the "Brokers").
WITNESSETH:
WHEREAS Seller, Purchaser and Brokers entered into that certain Sales
Agreement having an effective date of February 29, 1996 (the "Agreement")
relating to that certain parcel of real property, containing 21.58 acres of
land and 40 rental units lying in Land Lot 54 of the 6th District of
Gwinnett County, Georgia and being more particularly described on EXHIBIT
"A" attached to the Agreement (the "Property"); and
WHEREAS, the parties desire to amend the Agreement pursuant to the
terms hereinafter provided.
NOW, THEREFORE, for and in consideration of Ten and No/100 ($10.00)
Dollars, and the mutual covenants contained herein, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties hereto, the parties hereto do agree as follows:
1. DEFINITIONS. Terms which are used herein with an initial
capital letter, shall have the meaning ascribed herein, or if not defined
herein, the meaning ascribed in the Agreement.
2. FIRST AMENDMENT. The Agreement is hereby amended by adding the
following paragraphs at the end of Section 2 of the Agreement:
"it is expressly understood and agreed, however, that the Purchase
price to be paid at Closing shall be reduced as provided in subparagraphs
(a) and (b) below:
(a) The Purchase Price is based on Purchaser's being able to
develop 212 apartment units on the Property. Said capacity to be
determined during feasibility study per Section 13.
(b) The Purchase Price shall be reduced by an amount equal to the
cost of repairs to be made to the existing building in accordance with the
report of Purchaser and Seller to negotiate, in good faith, the cost of
repairs noted on report of Newbanks & Associates. The agreed amount to be
an adjustment of purchase price.
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3. SECOND AMENDMENT. Section 6 of the Agreement is hereby amended
by deleting the first sentence thereof in its entirety and substituting in
lieu thereof the following:
"This sale shall be closed at the offices of Purchaser's attorney in
Atlanta, Georgia on or before thirty (30) days following the expiration of
the Inspection Period (as hereinafter defined) at a date and time selected
by Purchaser (the "Date of Closing" or "Closing").
4. THIRD AMENDMENT. Section 13 of the Agreement is hereby deleted
in its entirety and the following is substituted in lieu thereof.
"13. FEASIBILITY. Notwithstanding anything contained herein, this
Agreement and the obligations of Purchaser hereunder are conditioned upon
Purchaser determining the feasibility of the proposed development or
intended purpose for the Property. Purchaser shall have ninety (90) days
from the date of Contract execution to investigate the feasibility of
utilizing the Property for the intended purpose or proposed development
(the "Inspection Period"). If Purchaser determines, in Purchaser's sole
discretion, that the Property is not suitable to his proposed development
or intended purpose, then he shall notify Seller on or before the
expiration of the Inspection Period and all Earnest Money together with
interest earned thereon shall be refunded to Purchase and this Agreement
shall become null and void and neither of the parties shall thereafter have
any further obligation to the other. Purchaser shall turn over to Seller
all surveys, plans, studies and/or reports that he has in his possession
relating to the Property. If no such notice shall be timely given by
Purchaser as provided above, then Purchaser shall be deemed to have waived
his right to terminate this Agreement as provided in this paragraph and the
Earnest Money shall become non-refundable except for Seller's default or as
otherwise provided in this Agreement. Should Purchaser close on said
Property, then all Earnest Money paid to date shall be credited against the
Purchase Price."
5. FOURTH AMENDMENT. The Agreement is hereby amended by added an
additional section (Section 21) at the end of the Agreement to read as
follows:
"21. SELLER'S OBLIGATIONS. It is expressly understood and agreed
that the Sellers' and Purchasers' Cost shall endeavor to cause Gwinnett
County to abandon the public road located on the Property. The date of
recordation of the applicable abandonment documentation is herein referred
to as the "Road Abandonment Date". In addition, the Seller shall endeavor
to cause the removal of asbestos from the existing buildings on the
Property. The date of completion of removal of the asbestos from the
existing buildings on the Property is referred to herein as the "Asbestos
Removal date". Notwithstanding anything contained herein to the contrary,
the Closing shall occur on the later of (i) thirty (30) days following the
Road Abandonment Date and the Asbestos Removal Date or (ii) thirty (30)
days following the expiration of the Inspection Period.
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6. EFFECT. Except as hereby amended, and as so amended, the
Agreement is and shall remain in full force and effect.
7. MISCELLANEOUS. This First Amendment shall be governed by and
construed in accordance with the laws in the State of Georgia and shall be
binding upon and inure to the benefit of the parties hereto and their
respective heirs, successors, representatives and assigns. This Amendment
may be executed in one or more counterparts, which when signed by the
parties hereto shall be collectively deemed to be one and the same
Amendment. Original signatures transmitted via facsimile shall be
acceptable for purposes of executing this First Amendment provided that
executed counterpart originals are delivered within five (5) business days
from the date hereof.
IN WITNESS WHEREOF, Seller and Purchaser have caused this First
Amendment to be duly authorized, executed, and delivered as of the day and
year first above written.
SELLER
/s/ VIRGIL R. WILLIAMS
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Virgil R. Williams
/s/ JAMES M. WILLIAMS
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James M. Williams
PURCHASER:
EASLAN CAPITAL OF ATLANTA, INC.
By: /s/ KENT S. LEVENSON
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Kent S. Levenson, President
BROKERS:
BELKOFER AND COMPANY, INC.
By: /s/ GEORGE BELKOFER, JR.
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George Belkofer, Jr.
WILLIAMS-ADAIR REALTY CORP.
BY: /s/ FOREST L. ADAIR
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Forest L. Adair
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SECOND AMENDMENT TO SALES AGREEMENT
THIS SECOND AMENDMENT TO SALES AGREEMENT (the "Agreement" or the
"Second Amendment"), is made and entered into as of ______ day of
September, 1996, by and between VIRGIL R. WILLIAMS AND JAMES N. WILLIAMS,
individual residents of the State of Georgia (hereinafter called "Seller"),
and EASLAN CAPITAL OF ATLANTA, INC., a Georgia corporation (hereinafter
called "Buyer").
STATEMENT OF BACKGROUND
Seller and Buyer entered into that certain Sales Agreement dated
February 28, 1996 (the "Original Contract"), concerning the sale and
purchase of certain real property located in Gwinnett County, Georgia,
known as Country Walk Apartments, and certain adjacent unimproved property,
which property is more fully and particularly described in the Original
Contract (the "Property"). Seller and Buyer have previously agreed to
modify and amend the Original Contract pursuant to the terms of that
certain First Amendment to Purchase and Sale Agreement dated April 25, 1996
(the "First Amendment", the Original Contract as amended by the First
Amendment, hereinafter referred to as the "Contract").
Buyer and Seller have agreed to further modify and amend the Contract
in accordance with this Second Amendment.
STATEMENT OF AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual promises
contained herein and the sum of Ten and No/100 Dollars ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto do hereby covenant and agree as
follows:
1. AMENDMENT OF CONTRACT. Seller and Buyer do hereby modify and
amend the Contract to provide the following:
(a) The Contract shall be amended by deleting Section 2 of the
Contract in its entirety and substituting in lieu thereof as follows:
2. PURCHASE PRICE. The Purchase Price of the Property shall be
Three Million Six Hundred Thousand Dollars ($3,600,000), subject to
adjustment as follows:
(a) The Purchase Price is based on Purchaser's development
plan for construction of 200 new apartment units on the Property. If
Purchaser, during the development of its project or at any time during the
five (5) years following Closing (as hereafter defined), constructs any
inhabitable apartment units for which Purchaser receives a certificate of
occupancy in excess of 200 new apartment units (not counting the existing
40 units that Purchaser is acquiring as part of the transaction), then
Purchaser shall be
obligated to pay Seller, as an additional component of the Purchase
Price, an amount equal to the product of $8,000 multiplied by the number of
new units in excess of 200. Such additional Purchase Price shall be
payable upon Purchaser's receipt of a certificate of occupancy for such
units. For purposes of this section, Purchaser shall be deemed to include
Purchaser and any successor-in-interest to Purchaser and shall include any
and all parties owning any interest in the Property during the five (5)
year period described above; and any liability for additional compensation
hereunder shall be joint and several among the parties, if more than one,
owning an interest in the Property at the time the additional compensation
becomes due and payable.
(b) The Purchaser Price shall be increased by fifty (50%)
percent of any amount by which the Adverse Site Reserve (hereafter defined)
exceeds the total costs (subject to the following conditions) associated
with satisfaction of the Adverse Site Conditions (hereafter defined). As
used herein, "Adverse Site Reserve" shall be an amount equal to
$352,402.00, which is Purchaser's estimated amount of costs that it will
incur to satisfy the Adverse Site Conditions. As used herein, "Adverse
Site Conditions" shall mean all conditions that cause the cost incurred by
Purchaser for all site-related elements of its project to be in excess of
the cost that Purchaser would incur if all site-related elements were
hypothetically consistent with the assumptions normally utilized by
contractors in the Atlanta market (e.g., all soils are clean, compatible
and, once stripped and grubbed, free of organic materials; the cuts and
fills balance; topsoil does not exceed 6 inches on average, etc.). Adverse
Site Conditions shall include without limitation areas in need of demucking
or soil stabilization measures, rippable rock, mass rock, undercutting and
an imbalance in available compatible soils. The site-related elements of
the project shall include without limitation the process of clearing,
grubbing, grading, installing all utility lines of any type, constructing
improvements, and landscaping on the Property.
As to Purchaser's use of funds in the Adverse Site Reserve, the
following conditions shall apply:
(i) Purchaser shall use reasonable best efforts to
minimize the costs incurred in performing the work required by Purchaser to
correct any Adverse Soil Conditions (the "Work"). In its efforts to
minimize the costs incurred in performing the Work, Purchaser shall, at a
minimum, solicit bids from at least two contractors suggested by Seller
(such contractors to be qualified to perform the Work both financially and
in terms of quality of work) in addition to any other bids Purchaser shall
choose to solicit. Seller
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acknowledges that the Work is a portion of other site
work to be performed on the Property and that the cost of the Work will be
only one portion of the overall cost for site work at the Property; Seller
further acknowledges that the bids solicited shall be for the entire site
work. Purchaser agrees that the bids solicited shall set forth by line
item/unit pricing within the overall bid the costs associated with the
Work. Seller shall have the right to review any and all information
available to Purchaser in connection with such work, and shall,
specifically, have the right to review all bids and other proposals
solicited by or otherwise available to Purchaser in connection with the
Work, but Seller shall not have any right to prevent Purchaser from
proceeding with any part of the Work. Purchaser covenants and agrees to
use good faith in soliciting the bids for the Work and the other site work
such that the line item/unit pricing for each portion of the site work,
including the Work, accurately reflects the actual costs for such work in
relation to the costs for all of the site work. Purchaser shall insure
that the Work shall be performed in a good and workmanlike manner and in
substantial compliance with all applicable governmental requirements.
Purchaser acknowledges that in connection with Seller's execution hereof
and Seller's agreement to the terms and provisions hereof with respect to
the Adverse Site Reserve, Seller has reviewed and has relied upon the soil
report dated May 23, 1996, prepared by Atlanta Testing & Engineering.
Purchaser shall obtain lien waivers in connection with such Work.
(ii) Should the costs for the Work exceed the amount in
the Adverse Site Reserve, Purchaser shall be responsible for the excess,
Seller having no obligations whatsoever to expend any funds for such Work.
Notwithstanding the above, Purchaser shall be obligated to complete and pay
for the Work.
(iii) Should the Work be completed at a price less than
the amounts held in the Adverse Site Reserve, fifty (50%) percent of the
balance shall be disbursed to Seller at such time as the Work is completed
in full.
(iv) Documentation reasonably satisfactory to Seller and
Purchaser shall be executed at Closing setting forth the aforementioned
terms.
3
(b) The Contract shall be further amended by deleting Section 21 of
the Contract in its entirety and substituting in lieu thereof the
following:
21. SELLER'S OBLIGATIONS. It is expressly understood and
agreed that the Seller and Purchaser, at Purchaser's cost (not to be
unreasonably incurred by Seller), shall endeavor using reasonable best
efforts to cause Gwinnett County to abandon the public road located on the
Property (the "Road Abandonment"). The date of recordation of the
applicable abandonment documentation is herein referred to as the "Road
Abandonment Date". In addition, Seller shall endeavor using reasonable
best efforts to cause the removal of asbestos from the existing buildings
on the Property. All such asbestos shall have been removed from the
existing buildings on the Property in accordance with all federal, state
and local laws and regulations through an asbestos removal contractor
reasonably satisfactory to Purchaser before Purchaser shall have an
obligation to close the purchase of the Property. the date of the
completion of removal of the asbestos from the existing buildings on the
Property in accordance with all federal, state and local laws and
regulations through an asbestos removal contractor reasonably satisfactory
to Purchaser is referred to herein as the "Asbestos Removal Date".
(c) The Contract shall be further amended to provide that as of the
date of the execution of the Second Amendment all Earnest Money (totaling
$25,000.00) shall be deemed to be and shall be non-refundable to Purchaser
for any reason other than (i) failure of Seller to consummate the
transaction by delivery of a Limited Warranty Deed to Purchaser or any
other closing document required under the Contract or (ii) failure of
Seller to complete the Road Abandonment or the asbestos removal on or
before October 31, 1996, it being agreed and acknowledged by Purchaser that
Purchaser has waived any and all contingencies in connection with the
Contract, including, without limitation, all title matters previously
objected to by Purchaser, any and all survey objections under the Contract,
the feasibility contingency set forth in Section 13 of the Contract and the
contingencies set forth in Section 20 of the Contract. The parties
acknowledge and agree that the intent of the amendment set forth
hereinabove is that all Earnest Money shall be nonrefundable except in the
case of (i) failure of Seller to deliver title (in the status as held by
Seller) to the Property to Purchaser or any other closing document required
under the Contract or (ii) failure of Seller to complete the Road
Abandonment or the asbestos removal on or before October 31, 1996.
(d) The Contract shall be further amended by amending Section 6 of
the Contract to provide that the "date of closing" or "Closing" shall be
the latest of thirty (30) days after the (i) Road Abandonment Date; (ii)
the Asbestos Removal date; or (iii) the date of execution of the Second
Amendment. Time is of the essence hereof.
(e) The Contract shall be further amended by adding a new Section
22 as follows:
4
22. SELLER'S OPTION TO CONVERT SALE CONTRACT INTO
SUBSCRIPTION FOR OWNERSHIP INTEREST. It is contemplated that at or prior
to Closing, Purchaser will assign all of its right, title and interest in
this Contract to Amli Residential Properties, L.P. ("Amli").
Notwithstanding anything to the contrary contained herein, and as
inducement to enter into the Second Amendment, without which inducement
Seller would be unwilling to do so, the parties acknowledge and agree that
Seller shall have the option, exercisable in its sole discretion, which may
be exercised arbitrarily, to convert by November 8, 1996, the purchase and
sale of real estate obligations contained in this Contract into a
subscription agreement to contribute its interest in the Property to Amli
in consideration for operating units ("Units") of Amli upon the following
terms and conditions and subject to the approval of the following by the
board of trustees for Amli Residential Properties Trust (the "Trust"),
which approval shall be obtained by and evidence thereof delivered to
Seller by no later than November 7, 1996:
(a) Seller shall be entitled to contribute the Property,
valued for contribution purposes at $3,600,000, to Amli, and in lieu of
cash, become an owner of units in Amli.
(b) The value of the Property for purposes of determining
Seller's equity participation shall be reduced by (i) any current debt on
the Property, (ii) any costs which would have been the responsibility of
Seller in a sale transaction, e.g., brokerage commission, Georgia real
estate transfer tax, credits for prorations, et al., and shall be increased
by any amounts added to the compensation due Seller pursuant to Section
2(a) and (b) above (the value as adjusted pursuant to this provision herein
referred to as the "Adjusted Value"). All such costs, including the
satisfaction of any existing mortgage on the Property, shall be paid by
Amli at Closing.
(c) In consideration for the contribution of the Property,
Amli shall issue to Seller the number of whole or fractional Units, valued
at the average closing price for Amli Shares (defined below) as reported in
the Wall Street Journal for the five (5) business day period immediately
preceding Closing, necessary to equal the Adjusted Value of the Property.
Seller, as owner of the Units, shall be entitled to a dividend equal in all
respects, including without limitation, amount, payment preference, and
reinvestment rights, to the dividends (prorated for the initial quarter of
Seller's ownership of such Units) payable to owners of common shares of
beneficial interest in the Trust as are currently traded on the New York
Stock Exchange ("Amli Shares"), so long as the Units are outstanding.
(d) Such Units shall be convertible at any time into Amli
Shares. Except as set forth below, the aforesaid conversion right shall be
on a one
5
for one basis and shall be absolute and unconditional upon
notice for Seller. In the event that, upon Seller's request for
conversion, the Amli Shares to be received in conversion of the Units are
"restricted securities" within the meaning of Rule 144 promulgated by the
Securities Act of 1933, as amended (the "Securities Act"), and during the
90 day period after Seller's request for conversion of such Units by Seller
if the Trust does not successfully file a Registration Statement under the
Securities Act for the resale of the Amli Shares to be issued to Seller
upon conversion, the Seller shall have the right, but not the obligation,
to purchase such shares in Purchaser for cash in an amount equal to the
number of shares so put, multiplied by the average closing price on the New
York Stock Exchange for such shares for the five (5) business day period
immediately preceding the first business day prior to the date of Seller's
exercise of the conversion right, and the cash shall be paid to Seller
within thirty (30) days of receipt of written notice to Seller of such put.
Further, should the Amli Shares to be received in conversion of the Units
be "restricted securities" as described above and during the 90 day period
after Seller's request for conversion of such Units by Seller if the Trust
does successfully file a Registration Statement under the Securities Act
for the resale of the Amli Shares to be issued to Seller upon conversion,
then the rate of conversion, instead of being a one for one exchange, will
be calculated such that the number of whole or fractional Amli Shares
received by Purchaser shall be adjusted to reflect any difference in the
average closing price on the New York Stock Exchange for such shares for
the five (5) business day period immediately preceding the first business
day prior to the date of (i) Seller's exercise of the conversion right and
(ii) the successful registration under the Securities Act of the Amli
Shares, it being the intention of the parties that Seller will receive Amli
Shares in total aggregate value equal to the value that would have been
received (on the basis of number of Units owned immediately prior to
conversion multiplied by average closing price for the previous five
business day period) on the date of Seller's exercise of the conversion
right. The Trust will, within 90 days after the Closing Date, endeavor
using reasonable best efforts to file a Registration Statement under the
Securities Act for the resale of the Amli Shares issued to Seller upon
conversion. Seller's conversion and put rights shall be embodied in final
form either in the Contract or in an agreement to be delivered at the
Closing. Seller's put rights shall terminate at such time as the Amli
Shares to be issued to Seller upon conversion have been registered and are
no longer "restricted securities". Seller shall represent and warrant to
Purchaser that it is an "accredited investor" as defined under Regulation D
promulgated under the Securities Act and shall made such additional
representations and warranties to Purchaser as Purchaser may deem
reasonable necessary to confirm that the issuance of the Units pursuant to
the terms hereof complies with the Securities Act and all applicable
securities laws. Any transfer or pledge of the Units by Seller shall be
6
subject to the restrictions set forth in Article XI of the
Partnership Agreement of Amli Residential Properties, L.P. and to
compliance with applicable laws including securities laws.
(e) The Units issued to Seller shall be in form and substance
satisfactory to Seller and its counsel, and written documentation regarding
the conversion right from Units to Amli Shares whether in the form of a
warrant, option or other such document, shall be subject to the approval of
Seller and its counsel. Seller shall be made a party to the partnership
agreement for Amli, which document shall be in form and substance
satisfactory to Seller and its counsel. Amli agrees to make available to
Seller any documentation reasonably necessary in order for Seller to make
an informed decision as to its rights under this Section 22.
(f) Should Purchaser or Amli be unable to comply with the
terms of this Section 22 by Closing for any reason whatsoever, Seller shall
have the right to terminate the Contract by written notice to Purchaser
given at any time prior to Closing.
2. RATIFICATION. Seller and Purchaser do hereby ratify and
confirm their respective obligations under the Contract, as modified and
amended by the Amendment and by this Second Amendment, and agree that
except as modified and amended by the Amendment and this Second Amendment,
the Contract is and shall remain in full force and effect in the form as
previously executed and delivered.
3. MISCELLANEOUS. Time is of the essence of this Agreement, This
Agreement shall be governed by and construed in accordance with the laws of
the State of Georgia. This Agreement amy be executed in several
counterparts, each of which shall be deemed an original and all of which
counterparts together will constitute one and the same instrument. Should
any provision of this Agreement require judicial interpretation, it is
agreed that the court interpreting or construing the same shall not apply a
presumption that the terms hereof shall be more strictly construed against
one party by reason of the rule of construction that a document is to be
construed more strictly against the party who itself or thorough its agents
prepared the same, it being agreed that the agents of all parties have
participated in the preparation hereof. This Agreement may not be modified
or amended unless such amendment is set forth in writing and signed by both
Seller and Purchaser. This Agreement shall apply to, inure to the benefit
of and be binding upon and enforceable against Seller and Purchaser and
their respective heirs, legal representatives, successors and assigns, as
the case may be.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
7
IN WITNESS WHEREOF, Seller and Purchaser have caused this Second
Amendment to be executed and delivered under seal by their duly authorized
officers of representatives as of the date set forth hereinabove.
SELLER:
/s/ VIRGIL R. WILLIAMS [SEAL]
------------------------------
Virgil R. Williams
/s/ JAMES M. WILLIAMS [SEAL]
------------------------------
James M. Williams
BUYER:
EASLAND CAPITAL OF ATLANTA, INC.
By: /s/ KENT S. LEVENSON
------------------------------
Kent S. Levenson, President
[ CORPORATE SEAL ]
[SIGNATURES CONTINUE ON NEXT PAGE]
8
Solely for the purpose of acknowledging its
obligations under Section 22 of the Contract, but only effective upon
assignment by Purchaser of its rights under the Contract to the
undersigned.
AMLI RESIDENTIAL PROPERTIES, L.P.
By: Amli Residential Properties Trust,
a real estate investment trust
By: /s/ PHILIP N. TAGUE
------------------------------
Philip N. Tague
Title: Executive Vice President
------------------------------
9
THIRD AMENDMENT TO SALES AGREEMENT
THIS THIRD AMENDMENT TO SALES AGREEMENT (the "Agreement" or the
"Second Amendment"), is made and entered into as of the ______ day of
, 1997, by and between VIRGIL R. WILLIAMS AND JAMES N. WILLIAMS,
individual residents of the State of Georgia (hereinafter called "Seller"),
and EASLAN CAPITAL OF ATLANTA, INC., a Georgia corporation (hereinafter
called "Purchaser").
STATEMENT OF BACKGROUND
Seller and Purchaser entered into that certain Sales Agreement dated
February 28, 1996 (the "Original Contract"), concerning the sale and
purchase of certain real property located in Gwinnett County, Georgia,
known as Country Walk Apartments, and certain adjacent unimproved property,
which property is more fully and particularly described in the Original
Contract (the "Property"). Seller and Purchaser have previously agreed to
modify and amend the Original Contract pursuant to the terms of (i) that
certain First Amendment to Purchase and Sale Agreement dated April 25, 1996
(the "First Amendment") and (ii) that certain Second Amendment to Sales
Agreement dated September 1996, among Seller, Purchaser and (for certain
purposes), Amli Residential Properties, L.P. ("Amli") (the "Second
Amendment"; and together with the First Amendment, the "Prior Amendments";
the Original Contract as amended hereinafter referred to as the
"Contract").
Purchaser, Amli and Seller have agreed to further modify and amend
the Contract in accordance with this Third Amendment.
STATEMENT OF AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual promises
contained herein and the sum of Ten and No/100 Dollars ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto do hereby covenant and agree as
follows:
1. AMENDMENT OF CONTRACT. Seller and Purchaser do hereby modify
and amend the Contract to provide the following:
(a) The Contract shall be amended by deleting Section 2 of the
Contract in its entirety and substituting in lieu thereof the following:
2. PURCHASE PRICE. The Purchase Price of the Property shall
be Three Million Six Hundred Twenty Thousand Dollars ($3,620,000), subject
to adjustment as follows:
(a) The Purchase Price is based on Purchaser's
development plan for construction of 216 new apartment units on the
Property. If Purchaser, during the
1
development of its project or at any time during the five (5)
years following Closing (as hereafter defined), construction any
inhabitable apartment units for which Purchaser receives a certificate of
occupancy in excess of 216 new apartment units (not counting the existing
40 units that Purchaser is acquiring as part of the transaction), then
Purchaser shall be obligated to pay Seller, as an additional component of
the Purchase Price, an amount equal to the Product of $8,000 multiplied by
the number of new units in excess of 216. Such additional Purchase Price
shall be payable upon Purchaser's receipt of a certificate of occupancy for
such units. For purposes of this section, Purchaser shall be deemed to
include Purchaser and any successor-in-interest to Purchaser and shall
include any and all parties owning any interest in the Property during the
five (5) year period described above; and any liability for additional
compensation hereunder shall be joint and several among the parties, if
more than one, owning an interest in the Property at the time the
additional compensation becomes due and payable. This obligation shall be
documented in a manner satisfactory to Seller in its sole discretion.
(b) The Contract shall be amended by deleting Section 4 of the
Contract in its entirety and substituting in lieu thereof the following:
4. METHOD OF PAYMENT. The Purchase Price shall be paid in
cash, good funds or cashier's check at closing, or Purchaser agrees that,
upon request by Seller, Purchaser will cooperate with Seller in such a
manner as to permit Seller to convey the Property or undivided interests
therein as (i) part of a tax-free exchange pursuant to Section 1031 of the
Internal Revenue Code of 1986, as amended, or (ii) as a capital
contribution to Amli in exchange for partnership units, or both.
(c) The Contract shall be further amended to provide that on or
prior to the date of the execution of the Third Amendment, Purchaser shall
make an additional earnest money deposit of $50,000, and that following
such deposit, all Earnest Money (totaling $75,000.00) shall be deemed to be
and shall be non-refundable to Purchaser for any reason other than
Purchaser's failure to obtain an agreement executed by the Owners and
Mortgagee of Gwinnett Garden Apartments to grant Purchaser an easement
across their Property to Bethany Church Road, in form acceptable to Amli,
or failure of Seller to consummate the transaction by delivery of a Limited
Warranty Deed to Purchaser or any other closing document required under the
Contract. It is agreed and acknowledged by Purchaser that Purchaser has
waived any and all other contingencies in connection with the Contract,
including, without limitation, all title matters previously objected to by
Purchaser (all of which are hereby expressly deemed part of the "Permitted
Title Exceptions" hereunder), any and all survey objections under the
Contract, the feasibility contingency set forth in Section 13 of the
Contract, the contingencies set forth in Section 20 of the Contract, and
the performance of the Seller's Obligations as set forth in Section 21 of
the Contract. The parties acknowledge and agree that the intent of the
amendment set forth hereinabove is that all Earnest Money shall be
nonrefundable except in the case of Purchaser's failure to obtain an
agreement executed by the Owners and Mortgagee of Gwinnett Garden
Apartments to grant Purchaser an easement across their property to Bethany
Church Road, in form acceptable to Amli, or failure of Seller to deliver
title (in the status as held by Seller) to the Property to Purchaser or any
other closing document required under the Contract.
2
(d) The Contract shall be further amended by amending Section 6 of
the Contract to provide that the "date of closing" or "Closing" shall be on
or before March 12, 1997. Time is of the essence hereof.
(e) The Contract shall be further amended by deleting the fourth
sentence of Section 11 of the Contract in its entirety and substituting in
lieu thereof the following: "Seller shall pay a commission in the amount
of $186,000 and said commission shall be divided equally between Belkofer &
Company, Inc. and Williams-Adair Realty Corp."
(f) The Contract shall be further amended Section 22 of the
Contract to provide the following:
(i) Seller has elected, and Purchaser and Amli acknowledge
and accept such election, for James N. Williams to contribute to Amli as
part of the conveyance contemplated by the Contract and in Lieu of receipt
of cash proceeds from Purchaser as to the amount described below, an
undivided 30% interest in the Property valued at $1,100,000 in exchange for
Units in a number to be determined pursuant to Section 22(c) of the
Contract.
(ii) The remainder of the undivided interest in the Property
shall be conveyed by Seller a 50% undivided interest to be conveyed by
Virgil R. Williams and a 20% undivided interest to be conveyed by James N.
Williams) for cash proceeds based on the Purchase Price, less $1,100,000,
as adjusted pursuant to Section 6 of the Contract related to closing costs
and property assessments.
(iii) Amli represents and warrants that such the capital
contribution described above has been approved by the board of trustees for
Amli Residential Properties Trust (the "Trust"), and evidence thereof shall
be delivered to Seller no later than two (2) business days following the
execution of the Third Amendment by all parties.
(iv) Except as modified hereby, all terms of Section 22 shall
remain in full force and effect.
(g) The Contract shall be further amended by adding a new Section
23 as follows:
23. CONVEYANCE BY MULTIPLE LIMITED WARRANTY DEEDS. Purchaser
acknowledges and agrees that in order to effectuate the various tax effects
that Seller desires by use of some combination of cash, Section 1031
exchanges, and capital contributions, Seller may, at its sole option,
convey the Property to Purchaser in one or more limited warranty deeds
conveying undivided interests in the Property so long as Seller shall, in
the aggregate, convey 100% of the undivided interests in the Property and
Purchaser's title insurer will
3
insure to Purchaser that it has a 100% undivided interest in fee
simple to the Property subject only to the Permitted Title Exceptions.
2. RATIFICATION. Seller and Purchaser do hereby ratify and
confirm their respective obligations under the Contract, as modified and
amended by the Prior Amendments and by this Third Amendment, and agree that
except as modified and amended by the Prior Amendments and this Third
Amendment, the Contract is and shall remain in full force and effect in the
form as previously executed and delivered.
3. MISCELLANEOUS. Time is of the essence of this Agreement. This
Agreement shall be governed by and construed in accordance with the laws of
the State of Georgia. This Agreement may be executed in several
counterparts, each of which shall be deemed an original and all of which
counterparts together shall constitute one and the same instrument. Should
any provision of this Agreement require judicial interpretation, it is
agreed that the court interpreting or construing the same shall not apply a
presumption that the terms hereof shall be more strictly construed against
one party by reason of the rule of construction that a document is to be
construed more strictly against the party who itself or through its agents
prepared the same, it being agreed that the agents of all parties have
participated in the preparation hereof. This Agreement may not be modified
or amended unless such amendment is set forth in writing and signed by both
Seller and Purchaser. This Agreement shall apply to, inure to the benefit
of and be binding upon and enforceable against Seller and Purchaser and
their respective heirs, legal representatives, successors and assigns, as
the case may be.
IN WITNESS WHEREOF, Seller and Purchaser have caused this Third
Amendment to be executed and delivered under seal by their duly authorized
officers or representatives as of the date set forth hereinabove.
SELLER:
/s/ VIRGIL R. WILLIAMS [SEAL]
------------------------------
Virgil R. Williams
/s/ JAMES M. WILLIAMS [SEAL]
------------------------------
James M. Williams
[SIGNATURES CONTINUE ON NEXT PAGE]
4
PURCHASER:
EASLAND CAPITAL OF ATLANTA, INC.
By: /s/ KENT S. LEVENSON
------------------------------
Kent S. Levenson, President
[ CORPORATE SEAL ]
Solely for the purpose of acknowledging its
obligations under Section 22 of the Contract, but only effective upon
assignment by Purchaser of its rights under the Contract to the
undersigned.
AMLI RESIDENTIAL PROPERTIES, L.P.
By: Amli Residential Properties Trust,
a real estate investment trust
By:
------------------------------
Philip N. Tague
Title:
------------------------------
Solely for the purpose of acknowledging and
agreeing to the amendment of Section 111 of the Contract:
BELKOFER AND COMPANY, INC.
By: /s/ GEORGE BELKOFER, JR.
------------------------------
George Belkofer, Jr.
WILLIAMS-ADAIR REALTY CORP.
BY: /s/ FOREST L. ADAIR
------------------------------
Forest L. Adair
ASSIGNMENT OF CONTRACT
FOR VALUE RECEIVED, Easlan Capital of Atlanta, Inc. ("Purchaser")
hereby transfers and assigns all of its right, title and interest in and to
that certain Sales Agreement for the purchase and sale of real estate
located in Land Lot 54 of the 6th District, Gwinnett County, Georgia dated
as of February 29, 1996 together with any and all amendments and/or
modifications thereto including but not limited to First Amendment to
Purchase and Sale Agreement dated as of April 26, 1996, Second Amendment to
Sales Agreement dated as of September _____, 1996, and Third Amendment to
Sales Agreement dated as of ___________________________, 1997
("Agreement"), by and among Purchaser and Virgil R. Williams and James M.
Williams ("Sellers") to Amli Residential Properties, L.P., a Delaware
limited partnership ("Assignee"). Assignee hereby accepts such assignment
and assumes all of the obligations of Purchaser under the Agreement that
survive the closing or settlement of same.
This ______ day of March, 1997.
PURCHASER:
EASLAN CAPITAL OF ATLANTA, INC.
a Georgia corporation
By: /s/ KENT S. LEVENSON
------------------------------
Kent S. Levenson, President
March 12, 1997
(Corporate Seal)
ASSIGNEE:
AMLI RESIDENTIAL PROPERTIES, L.P.,
a Delaware limited partnership, whose
sole general partner is
Amli Residential Properties Trust,
a Maryland real estate investment trust.
By: Amli Residential Properties Trust,
a Maryland real estate investment
trust, General Partner
By: /s/ PHILIP N. TAGUE
------------------------------
Philip N. Tague
Title: Executive Vice President
------------------------------