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FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT is made this 8th
day of May, 1997, by and between FT. BRAGG 801, INC., PENSACOLA
801, INC., and PORTALES 801, INC., (collectively the "801 Companies") and TEAM,
INC. and FIRST AMERICAN CAPITAL CORPORATION (the 801 Companies, Team, Inc. and
First American Capital Corporation being collectively referred to as the
"Seller") and U.S. NATIONAL HOUSING LIMITED PARTNERSHIP (the "Purchaser").
WHEREAS, the Seller and U.S. National Housing, L.L.C. (which entity
assigned its rights to Purchaser) entered into that certain Agreement of
Purchase and Sale (the "Sales Agreement") dated September 13, 1996, for the
sale of those certain 801 military housing projects (the "Projects"), including
the real property, improvements, personal property, equipment, leases, and
Service Contracts, described therein; and
WHEREAS, the parties desire to amend the Sales Agreement as set forth
below.
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and
other good and valuable consideration, paid each unto the other, the receipt
and sufficiency of which is hereby acknowledged and confessed the parties
hereto agree as follows:
1. Amendment to Paragraph 2(c) of Sales Agreement. Paragraph
2(c) is hereby deleted in its entirety and replaced with the following:
"(c) For the convenience of the parties, the Purchase
Price allocation for each parcel (including a proportionate share of
the cash and the outstanding balance of the Indebtedness) is as
follows:
Ft. Bragg Parcel 14,000,000
Pensacola Parcel 16,500,000
Portales Parcel 10,424,190"
3. Miscellaneous.
A. Amendment. This First Amendment is irrevocable, and
may not be amended, modified or supplemented except by written instrument
signed by Seller and Purchaser.
B. Captions and Severability. Section headings and
captions have been inserted for convenience only and do not in any way limit
the provisions set out in the various Sections hereof. If one or more of the
provisions contained herein shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions hereof, and this
agreement shall be construed as if such invalid, illegal or unenforceable
provisions had never been contained herein.
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C. Successors and Assigns. This First Amendment shall
inure to the benefit of the parties, their respective successors and assigns.
D. Counterparts. This First Amendment may be executed
in several counterparts, and the several signed counterparts shall be deemed a
single, integrated instrument.
E. Governing Law. This First Amendment shall be
governed by and construed in accordance with the laws of the State of Texas.
The venue for any action arising hereunder or in connection herewith shall be
in Harris County, Texas.
F. Defined Terms. Any capitalized term not otherwise
defined herein shall have the meaning ascribed to it in the Sales Agreement.
SELLER:
FT. BRAGG 801, INC.
By: /s/ William A. Ryan
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William A. Ryan, President
PENSACOLA 801, INC.
By: /s/ William A. Ryan
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William A. Ryan, President
PORTALES 801, INC.
By: /s/ William A. Ryan
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William A. Ryan, President
TEAM, INC.
By: /s/ William A. Ryan
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William A. Ryan, President
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FIRST AMERICAN CAPITAL
CORPORATION
By: /s/ William A. Ryan
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William A. Ryan, President
PURCHASER:
U.S. NATIONAL HOUSING LIMITED
PARTNERSHIP, an Alaska limited
partnership
By: U.S. NATIONAL MANAGEMENT
CORPORATION, Its General Partner
By: /s/ Richard W. Fischer
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Printed Name: Richard W. Fischer
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Title: President
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