Exhibit 10.3
FIRST AMENDMENT
TO PURCHASE AND SALE
AGREEMENT
THIS FIRST AMENDMENT
TO PURCHASE AND SALE AGREEMENT (this “First
Amendment”), is made and entered into as of the 24
th
day of April, 2009,
between FUND II AND FUND III ASSOCIATES, a Georgia general
partnership (“Seller”), and BLW INTERESTS, L.P., a
Texas limited partnership (“Purchaser”).
W I T N E S S E T H
:
WHEREAS, Seller and Purchaser have
entered into that certain Purchase and Sale Agreement dated as of
March 27, 2009 (the “Agreement”), relating to the
sale and purchase of certain improved real property commonly known
as 2100 Space Park Drive, located in Nassau Bay, Harris County,
Texas, being more particularly described in the Agreement;
and
WHEREAS, Seller and Purchaser desire
to modify and amend the Agreement as herein provided;
NOW, THEREFORE, for and in
consideration of the premises, the mutual covenants and agreements
hereinafter set forth, and for other good and valuable
consideration, the receipt, adequacy, and sufficiency of which are
hereby acknowledged by the parties hereto, the parties hereto
hereby covenant and agree as follows:
1.
Defined Terms . Capitalized terms used in this First
Amendment but not defined herein shall have the same meaning given
to such terms in the Agreement.
2.
Earnest Money . The Agreement is hereby modified by deleting
from the first line of subparagraph 2.3(b) thereof the phrase which
reads “On or before the expiration of the Inspection Period,
if Purchaser does not terminate this Agreement in accordance
herewith”, and inserting the following phrase in place of
such deleted phrase: “At or before 5:00 P.M. local Houston,
Texas (6:00 P.M. Atlanta, Georgia) time on April 27,
2009”.
3.
Inspection Period . Notwithstanding anything to the contrary
set forth in the Agreement, or in any previous written notice from
Purchaser to Seller regarding the extension of the Initial
Inspection Period, Seller and Purchaser agree that the Inspection
Period shall expire at 5:00 P.M. local Houston, Texas (6:00 P.M.
Atlanta, Georgia) time on April 24, 2009 .
4.
Additional Purchaser Credit . In addition to any other
credits that Purchaser may be entitled to receive at Closing under
the terms of the Agreement, Purchaser shall receive at Closing a
credit against the Purchase Price in the amount of Three Thousand
Four Hundred and No/100 Dollars ($3,400.00) (the “Work
Credit”). Seller agrees to provide the Work Credit to
Purchaser, and Purchaser agrees to accept the Work Credit, at
Closing in full and complete satisfaction of the costs of certain
work that Purchaser may elect to perform at the Property after
Closing (the “Work”), as contemplated by the proposal
attached hereto as Exhibit A and
incorporated herein by this reference. Purchaser
hereby waives and releases Seller and its partners and their
respective officers, directors, shareholders, partners, agents,
affiliates, employees and successors and assigns from and against
any and all claims, obligations and liabilities arising out of or
in connection with such Work, and out of or in connection with any
condition existing at the Property giving rise to the Work proposal
attached hereto as Exhibit A , except solely with respect to
Seller’s obligation to provide the Work Credit to Purchaser
at Closing. This Section 3 shall survive the
Closing.
5.
Binding Effect . This First Amendment shall be binding upon
and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns. This First Amendment
shall be construed, interpreted and enforced under the laws of the
State of Texas. Except as expressly modified herein, the Agreement
shall remain in full force and effect, and, as modified herein, is
expressly ratified and confirmed by the parties hereto.
6.
Counterparts . This First Amendment may be executed in one
or more counterparts, each of which when taken together shall
constitute one and the same original. To facilitate the execution
and delivery of this First Amendment, the parties may execute and
exchange counterparts of the signature pages by facsimile or
e-mail, any such signature pages so exchanged shall be deemed
originals for all purposes under this First Amendment, and the
signature page of either party to any counterpart may be appended
to any other counterpart.
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