EXHIBIT 10(z)
FIRST AMENDMENT TO PURCHASE
AND SALE AGREEMENT
THIS FIRST AMENDMENT
TO PURCHASE AND SALE AGREEMENT (this “ Amendment
”) is made as of the 22 nd
day of
December, 2006, by and between WELLS REAL ESTATE FUND I , a
Georgia limited partnership (“ Seller ”), and
CLOVERLEAF VILLAGE, LLC , a Georgia limited liability
company (together with its permitted successors and assigns,
“ Purchaser ”).
WITNESSETH:
WHEREAS, Seller and Purchaser
entered into that certain Purchase and Sale Agreement, dated
November 17, 2006 (the “ Agreement
”);
WHEREAS, on November 30, 2006,
Purchaser terminated the Agreement pursuant to the provisions of
Section 3.6 thereof;
WHEREAS, Seller and Purchaser desire
to reinstate, amend and restate the Agreement, to withdraw and
cancel the termination of the Agreement, and to set forth
hereinbelow the terms and conditions upon which they mutually
intend to do so; and
WHEREAS, Seller and Purchaser desire
to enter into this Amendment for the purpose of evidencing their
mutual understanding and agreement regarding certain other matters
relating thereto as set forth hereinbelow.
NOW, THEREFORE, in consideration of
the mutual covenants and agreements set forth in this Amendment,
and in consideration of Ten Dollars ($10.00) and other good and
valuable consideration in hand paid by each party hereto to the
other, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, Seller and
Purchaser hereby covenant and agree as follows:
1.
Reinstatement . Seller and Purchaser hereby covenant and
agree that, effective as of December 22, 2006, the Agreement
and the Escrow Agreement are hereby reinstated in their entirety
and by this reference are restated in their entirety, incorporated
herein and made a part hereof. In the event of any conflict or
inconsistency between the terms and conditions of this Amendment
and of the Agreement, the terms and conditions of this Amendment
shall govern and control. In the event of any conflict or
inconsistency between the terms and conditions of this Amendment
and of the Escrow Agreement, the terms and conditions of this
Amendment shall govern and control.
2.
Definitions . All capitalized terms not otherwise defined or
modified herein shall have the meanings ascribed thereto in the
Agreement.
3.
Inspection Period . Purchaser and Seller acknowledge and
agree that the Inspection Period expired at 5:00 P.M. Eastern
Standard Time on December 4, 2006.
4.
Purchase Price . Section 2.4 of the Agreement is hereby
modified and amended by deleting “FOUR MILLION FIFTY THOUSAND
AND NO/ DOLLARS ($4,050,000.00 U.S.)” and inserting the
following in lieu thereof: “THREE MILLION SEVEN HUNDRED
THOUSAND AND NO/DOLLARS ($3,700,000.00 U.S.)”.
5.
Initial Earnest Money and Additional Earnest Money
.
(a) Purchaser previously delivered
the Initial Earnest Money to Escrow Agent to be held and released
by Escrow Agent in accordance with the terms of the Escrow
Agreement which Initial Earnest Money continues to be held by
Escrow Agent.
(b) The definition of Additional
Earnest Money as set forth in Article 1 of the Agreement is hereby
deleted in its entirety and substituted in lieu thereof shall be
the following:
“ Additional Earnest
Money ” shall mean the sum of TWO HUNDRED FIFTY THOUSAND
AND NO/100 DOLLARS ($250,000.00 U.S.)
Contemporaneously with the execution
of this First Amendment by Purchaser, Purchaser shall deliver the
Additional Earnest Money to Escrow Agent by federal wire transfer,
payable to Escrow Agent, which Additional Earnest Money, together
with the Initial Earnest Money, shall be held and released by
Escrow Agent in accordance with the terms of the Escrow
Agreem
