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 shall be attached hereto pursuant to an amendment to this Agreement
and shall be executed at Closing by the parties and recorded.  In the event that the parties have not agreed
upon the Declaration Amendment by 5:00 p.m. Pacific Time on July 17,
2009, then either party by notice to the other shall have the right to
terminate this Agreement in which event the Deposit shall be returned to Buyer
and the parties shall have no further obligation to one another except as set
forth herein.”


 


3.             Conflict.  This Second Amendment is and shall be
construed as a part of the Purchase Agreement. 
In case of any inconsistency between this Second Amendment and the
Purchase Agreement, the provisions containing such inconsistency shall first be
reconciled with one another to the maximum extent possible, and then to the
extent of any remaining inconsistency, the terms of this Second Amendment shall
be controlling.


 

















 


4.             Force
and Effect.  Except as set forth in
this Second Amendment, the terms and conditions of the Purchase Agreement shall
remain unchanged and in full force and effect.


 


5.             Counterparts;
Authority; Electronic Signatures. 
The parties agree that this Second Amendment may be executed in multiple
counterparts which, when signed by all parties, shall constitute a binding
agreement.  The parties further represent
and warrant that the each natural person who is executing this Second Amendment
its behalf has the full power and authority to execute this Second Amendment
and to bind it to the terms hereof. 
Signatures to this Second Amendment transmitted by telecopy or
electronic mail shall be valid and effective to bind the party so signing.  Each party agrees to promptly deliver an execution
original of this Second Amendment with its actual signature to the other party,
but a failure to do so shall not affect the enforceability of this Second Amendment,
it being expressly agreed that each party to this Second Amendment shall be
bound by its own telecopied or electronically mailed signature and shall accept
the telecopied or electronically mailed signature of the other party to this Second
Amendment.


 


[Signatures on
Following Page]


 


2

















 


IN WITNESS WHEREOF, the undersigned have executed this Second Amendment
as of the date and year first set forth above.


 


	
  SELLER:

  	
  WATERFORD
  PLACE APARTMENTS LLC, a California limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Shea Properties
  Management Company, Inc., a Delaware corporation

  
	
   

  	
  Its: 

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kirk Roloff

  
	
   

  	
   

  	
  Name: 

  	
  Kirk Roloff

  
	
   

  	
   

  	
  Title: 

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen D.
  Stambaugh

  
	
   

  	
   

  	
  Name: 

  	
  Stephen D. Stambaugh

  
	
   

  	
   

  	
  Title: 

  	
  Assistant Secretary

  
	
   

  	
   

  
	
  BUYER:

  	
  BEHRINGER HARVARD MULTIFAMILY
  OP I LP, a
  Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  BHMF, Inc., a
  Delaware corporation

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Mark T. Alfieri

  
	
   

  	
   

  	
   

  	
  Mark
  T. Alfieri

  
	
   

  	
   

  	
   

  	
  Chief
  Operating Officer

  



 


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