Exhibit 10.15
SECOND AMENDMENT
TO
AGREEMENT OF SALE AND PURCHASE
AND JOINT ESCROW INSTRUCTIONS
THIS SECOND AMENDMENT TO
AGREEMENT OF SALE AND PURCHASE AND JOINT ESCROW
INSTRUCTIONS (this
“Second Amendment”) is made effective the 13th day of
July, 2009, by and between BEHRINGER HARVARD MULTIFAMILY OP I
LP , a Delaware limited partnership
(“Buyer”), and WATERFORD PLACE APARTMENTS, LLC,
a California limited liability company
(“Seller”).
R E C I T A L S:
WHEREAS, Seller and Buyer entered into that Agreement of
Sale and Purchase And Joint Escrow Instructions dated May 29,
2009 and revived and amended by that certain Revivor and First
Amendment to Agreement of Sale and Purchase And Joint Escrow
Instructions with dated July 2, 2009 (collectively, “the
Purchase Agreement”) whereby Seller agreed to sell to Buyer
and Buyer agreed to purchase from Seller the Property, as defined
therein. Unless otherwise expressly defined herein, all
initially-capitalized terms used herein shall have the meanings
ascribed to them in the Purchase Agreement.
WHEREAS , Buyer and Seller now desire to amend certain
terms and conditions as herein provided.
NOW, THEREFORE
, in consideration of the mutual
covenants and agreements of the parties, and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties agree as follows:
1.
Recitals . The foregoing recitals are true and are
incorporated herein by this reference as though set forth in
full.
2.
Amendment to Section 10.23; Mixed Use Project .
The third and fourth sentences of Section 10.23 of the
Purchase Agreement are hereby deleted and replaced, in their
entirety, with the following: “The parties hereto
hereby intend to negotiate in good faith on the terms and
conditions of the Declaration Amendment, and if agreed upon on or
before July 17, 2009, such Declaration Amendment
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