FIRST AMENDMENT
TO
AGREEMENT OF SALE AND
PURCHASE
THE STATE OF
TEXAS §
COUNTY OF
TRAVIS §
This First
Amendment to Agreement of Sale and Purchase (“First
Amendment”) is made by and between STRATUS PROPERTIES
OPERATING CO., L.P. , a Delaware limited partnership
(“Seller”), and ADVANCED MICRO DEVICES,
INC. , a Delaware corporation (“Purchaser”),
and is as follows:
R E C I T A L
S:
A. Seller and Purchaser entered into that one
certain Agreement of Sale and Purchase dated effective
November 23, 2005 (the “Original Agreement”), covering
certain property in Travis County, Texas, more fully described
therein.
B. Seller and Purchaser desire to amend the
Original Agreement as set forth below.
C. The Original Agreement, as amended by this First
Amendment, is referred to as the
“Agreement.”
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is
acknowledged, Seller and Purchaser agree as follows:
1.
Closing
Date .
Notwithstanding anything in Section 5.01 or elsewhere to the
contrary, this transaction shall close on April 26, 2006; provided,
however, that if an Entitlement Challenge is filed prior to April
26, 2006, the Closing Date may be extended as provided in Section
8.02.B.
2.
Detention Pond
Maintenance Indemnity . That certain Declaration of Easements and
Restrictive Covenants Regarding the Maintenance of Detention Pond
Facilities - The Lantana Regional Detention Pond (Williamson Creek
Watershed) , dated June 14, 2000, recorded under Document No.
2000109088 of the Official Public Records of Travis County, Texas
(“Detention Pond Maintenance Covenant”) encumbers the
Property. Pursuant to the Detention Pond Maintenance Covenant,
Purchaser, as the owner of the Property, may be liable to the City
for certain maintenance charges related to Detention Facilities, as
defined and set forth in the Detention Pond Maintenance Covenant.
Prior to Closing, Seller will execute an indemnity pursuant to
which Seller will indemnify Purchaser for any maintenance costs
charged by and owing to the City of Austin by Purchaser pursuant
the Detention Pond Maintenance Covenant until the later to occur of
(i) the date Seller no longer owns any property in Lantana, or
(ii) the date which is five (5) years after Closing. In
addition, at Closing, Seller will provide Purchaser the same
indemnity issued by the Lantana Commercial Community, Inc. which
will remain in effect in perpetuity.
3.
No Joint Community and
Open Space Program . Section 8.03 and Exhibit
“L” in the Agreement are deleted in their entirety.
Stratus will publicly acknowledge that, following the recent
litigation with the S.O.S. Alliance, it elected not to contribute
$2,000,000 to the AMD/Stratus open space program and shall not
object to Purchaser announcing publicly Seller’s election to
withdraw such contribution.
4.
Option Tracts -
Negotiated Development
