WOODS-BARTON PARTNERS LIMITED PARTNERSHIP
Bannockburn Lake Office Plaza
2355 Waukegan Road, Suite A200
Bannockburn, Illinois 60015
March 14, 1997
Mr. John J. Byrne, III
Mid-America Apartments of Texas, L.P.
6584 Poplar Avenue, Suite 340
Memphis, Tennessee 38138
Re: The Woods Apartments, Austin, Texas
Ladies and Gentlemen:
Reference is made to that certain Agreement of Sale ("Agreement") by and
between Woods-Barton Partners Limited Partnership, an Illinois limited
partnership ("Seller") and Mid-America Apartments of Texas, L.P., a Texas
limited partnership ("Purchaser") and that certain Escrow Agreement ("Escrow
Agreement") by and among Seller, Purchaser and Lawyers Title Insurance
Corporation ("Escrowee"). All capitalized terms which are used but not defined
herein shall have the meanings ascribed to such terms in the Agreement.
This letter is for the purpose of amending the Agreement of Sale and the
Escrow Agreement as set forth herein. Purchase's acknowledgment of this letter
shall constitute Purchaser's agreement to the amendments contained therein.
The Agreement is hereby amended as follows:
a. Section 3: Subparagraph A: The following text beginning in the
twelfth line is hereby deleted "; and (d) matters relating to the liens and
security interests granted to secure the indebtedness evidenced by the Note".
b. Section 5. Subparagraph A: The following text beginning in the third
line is hereby deleted "or assumed by Purchaser at Closing pursuant to the
terms hereof".
c. Section 7. Subparagraph A: The date of "March 17, 1997" as contained
in the second line is hereby deleted and replaced with "March 18, 1997".
d. Section 7. Subparagraph F: The definition of "Existing Report" shall
also include that certain Phase I Environmental Report dated July 8, 1994,
prepared by EMG, a copy of which has been delivered to Purchaser.
e. Section 9. Subparagraph A: The following text beginning in the third
line is hereby deleted ", evidence of the assumption by Purchaser of Seller's
obligations under the Loan Documents and the release of Seller from the
"Lender" (as hereinafter defined) from all liability in connection with the
Loan Documents (in form and substance acceptable to Seller in its reasonable
discretion)".
f. Section 16. Subparagraph B. Article (vii): The following text
beginning in the second line is hereby deleted "except as additional collateral
for the existing loan secured by the Property".
Except as stated above, the Agreement of Sale shall remain in full force
and effect.
The Escrow Agreement is hereby amended as follows: (1) the date of "March
17, 1997" as contained in the first line of Paragraph 2 is hereby deleted and
replaced with "March 18, 1997" and (2) the date of "March 21, 1997" as
contained in the fifth line of Paragraph 2 is hereby deleted and replaced with
"March 18, 1997".
Except as stated above, the Escrow Agreement shall remain in full force
and effect.
Please execute the acknowledgment below, and return this letter agreement
to Janet Lindeman by facsimile (312/902-1061) and by mail c/o Katten Muchin &
Zavis, 525 West Monroe Street, Suite 1600, Chicago, Illinois 60661.
Very truly yours,
WOODS-BARTON PARTNERS LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Woods-Barton Partners, Inc., an Illinois
corporation, its general partner
By: /s/ James E. Mendelson
---------------------------------
Name: James E. Mendelson
---------------------------------
Its: Authorized Representative
---------------------------------
ACCEPTED AND AGREED TO THIS
DAY OF March, 1997
MID-AMERICA APARTMENTS OF
TEXAS, L.P., a Texas limited partnership
By: MAC OF DELAWARE, INC.,
a Delaware corporation
By: /s/ John J. Byrne, III
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John J. Byrne, III
President
ESCROWEE:
Charter Title Company
By: /s/ Lea Fendley
----------------------------
Its Authorized Agent
Lea Fendley