River's Edge - First Amendment to Contract



Exhibit 10.142

 

FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT

           
This First Amendment to Purchase and Sale Contract (this
“Amendment”) is made as of September 15, 2008, between CONCAP RIVER’S
EDGE ASSOCIATES, LTD. (“Seller”) and HAMILTON ZANZE &
COMPANY(“Purchaser”).

W I T N E S S E T H:

           
WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale
Contract, dated as of August 18, 2008, with respect to the sale of certain
property described therein (the “Agreement”); and

           
WHEREAS, Seller and Purchaser desire to amend certain provisions of the
Agreement.

           
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the sum of $10.00 and other good and valuable consideration, the
mutual receipt and legal sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

1.     
Capitalized Terms.     Capitalized terms used
in this Amendment shall have the meanings given to them in the Agreement, except
as expressly otherwise defined herein.

2.     
Feasibility Period.      The Feasibility
Period, set forth in Section 3.1 of the Agreement, is hereby extended to
September 25, 2008.

3.     
Right to Terminate.   Purchaser’s right to terminate
under Section 3.2 of the Agreement shall be strictly limited to the following
matters: (i) title or survey matters are unsatisfactory to Purchaser, (ii)
Purchaser is unable to obtain financing in connection with the purchase of the
Property and (iii) the results of a mold inspection on the roof fascia of the
Property are unsatisfactory to Purchaser (collectively, the foregoing (i), (ii)
and (iii) referred to herein as the “Termination Events”). 
Purchaser hereby acknowledges and agrees that, except for the Termination
Events, Purchaser's right to terminate under Section 3.2 of the Agreement for
any of the matters in Section 3.1 of the Agreement (including, without
limitation, any matters pertaining to the financial, physical or environmental
condition of the Property) shall be permanently waived. 

4.     
Personal Property.     Purchaser agrees to
indemnity, hold harmless, and, if requested in the sole and absolute discretion
of Seller, defend (with counsel approved by Seller) Seller from and against all
Losses relating to any sales, use or similar tax which becomes payable by reason
of the transfer of the Fixtures and Tangible Personal Property.  The terms
and provisions of this Section shall survive the Closing. 

5.     
Miscellaneous.          
This Amendment (a)  supersedes all prior oral or written communications
and agreement between or among the parties with respect to the subject matter
hereof, and (b) may be executed in counterparts, each of which shall be
deemed an original and all of which, when taken together, shall constitute a
single instrument and may be delivered by facsimile
transmission, and any such facsimile transmitted Amendment shall have the same
force and effect, and be as binding, as if original signatures had been
delivered.  As modified hereby, all the terms of the Agreement are hereby
ratified and confirmed and shall continue in full force and effect.

[Signature Page to Follow]


           
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date and year hereinabove written.

 

Seller:

 

                                                                       
CONCAP RIVER'S EDGE ASSOCIATES, LTD., 
     
                                                                 
a Texas limited partnership 
     
                                                                             

                                                                       
By:    CONCAP CCP/IV RIVER'S EDGE PROPERTIES,

                                                                                
INC., a Texas corporation,

                                                                                
its general partner 

 

                                                                                
By:   /s/Brian J. Bornhorst
                                                                                
Name:  Brian J. Bornhorst
                                                                                
Title:  Vice President

                       


 

 

Purchaser:

 

                                                                       
HAMILTON ZANZE & COMPANY,

                                                                       
a California corporation

 

                                                                       
By:  /s/Kurt Houtkooper

                                                                       
Name:  Kurt Houtkooper

Title: 
CIO