exv10w2






Exhibit 10.2




FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT 

AND JOINT ESCROW INSTRUCTIONS




     This First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions (“First
Amendment”), dated as of June 8, 2011, is made between OLATHE HOUSING ASSOCIATES LIMITED
PARTNERSHIP, a Kansas limited partnership (“Seller”), and STEADFAST ASSET HOLDINGS, INC.,
a California corporation (“Buyer”), with reference to the following facts:



     A. Seller and Buyer entered into that certain Purchase and Sale Agreement and Joint Escrow
Instructions dated May 3, 2011 (the “Agreement”), for the purchase and sale of that certain real
property located in Olathe, Kansas, consisting of two hundred twenty (220) apartment units situated
thereon, together with all structures, improvements, machinery, fixtures and equipment affixed or
attached thereto, and other tangible and intangible real and personal property rights related
thereto, all as more particularly described in the Agreement (collectively, the “Property”).



     B. Buyer and Seller now desire to extend the Due Diligence Period and to further amend the
Agreement as set forth below. Except as otherwise expressly defined in this First Amendment, all
initially capitalized terms used in this First Amendment have the same meanings as in the
Agreement.



     THEREFORE, for valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties agree to amend the Agreement as follows:



     1. Due Diligence Period. Notwithstanding anything to the contrary contained in the
Agreement, the Due Diligence Period, as such term is defined in Section 7.4 of the Agreement is
hereby extended until 5:00 p.m. California time on June 15, 2011 (“Extended Due Diligence Period”).
Accordingly, all references to the “Due Diligence Period” throughout the Agreement shall refer to
the “Extended Due Diligence Period”.



     2. Counterparts; Copies. This First Amendment may be executed and delivered in any
number of counterparts, each of which so executed and delivered shall be deemed to be an original
and all of which shall constitute one and the same instrument. Electronic, photocopy and facsimile
copies of signatures may be used in place and stead of original signatures with the same force and
effect as originals.



     3. Conflicts. If any conflict between this First Amendment and the Agreement should
arise, the terms of this First Amendment shall control.



     4. Continuing Effect. There are no other amendments or modifications to the Agreement
other than this First Amendment. Except as expressly amended by this First Amendment, the
Agreement shall remain in full force and effect and is hereby ratified and reaffirmed.



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     5. Authority. The individual(s) executing this First Amendment on behalf of each
party hereto hereby represent and warrant that he/she has the capacity, with full power and
authority, to bind such party to the terms and provisions of this First Amendment.



     6. Attorneys’ Fees. In any action to enforce or interpret the provisions of this
First Amendment, the prevailing party shall be entitled to an award of its attorneys’ fees and
costs.



     NOW THEREFORE, the parties have executed this First Amendment as of the date first written
above.



	 	 	 

	SELLER:

	 	BUYER:
	 
	 	 
	OLATHE HOUSING ASSOCIATES 

LIMITED PARTNERSHIP, 

a Kansas limited partnership

	 	STEADFAST ASSET HOLDINGS, INC.,
a California corporation






	 	 	 	 	 	 	 	 	 	 	 	 	 

	By:	 	MRV, Inc.,	 	 	 	By:	 	/s/ Ana Marie del Rio	 	 
	 

	 	 	 	 	 	 	 	 	 	 

	 	 
	 	 	its General Partner	 	 	 	 	 	Name: Ana Marie del Rio	 	 
	 

	 	 	 	 	 	 	 	 	 	Its: Secretary	 	 
	 

	 	By:
	 	/s/ Jeffrey L. Ungerer	 	 	 	 	 	 	 	 
	 

	 	 	 	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name: Jeffrey L. Ungerer	 	 	 	 	 	 	 	 
	 

	 	 	 	Its: VP / CFP / General Counsel	 	 	 	 	 	 	 	 







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