Exhibit 10.2
REINSTATEMENT OF AND FIRST AMENDMENT TO REAL ESTATE SALE
AGREEMENT
This REINSTATEMENT OF AND FIRST AMENDMENT TO REAL ESTATE SALE AGREEMENT ("First
Amendment") is entered into as of November
, 2006 between CMD REALTY
INVESTMENT FUND II, L.P., an Illinois limited partnership ("Seller"), and
HARVARD PROPERTY TRUST, LLC, a Delaware limited liability company, d/b/a
Behringer Harvard Funds ("Purchaser").
A.
Seller and Purchaser entered into that certain Real Estate Sale
Agreement, dated as of November 14, 2006, regarding the sale and purchase of the
office building commonly known as Bent Tree Green ("Agreement").
All of the
capitalized terms used in this First Amendment and not otherwise defined herein
shall have the meanings set forth in the Agreement.
B.
Pursuant to Section 9 of the Agreement, Purchaser terminated the
Agreement by written notice to Seller dated November 29, 2006 (the "Termination
Notice").
C.
Seller and Purchaser desire to reinstate and amend the Agreement
in accordance with the terms and conditions set forth in this First Amendment.
NOW THEREFORE, FOR TEN AND NO/100THS DOLLARS ($10.00) AND OTHER GOOD AND
VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY
ACKNOWLEDGED, THE PARTIES HERETO, INTENDING TO BE LEGALLY BOUND, HEREBY AGREE AS
FOLLOWS:
1.
INCORPORATION OF RECITALS.
THE RECITALS SET FORTH ABOVE ARE TRUE
AND CORRECT AND ARE BY THIS REFERENCE INCORPORATED INTO THIS FIRST AMENDMENT.
2.
REINSTATEMENT OF AGREEMENT.
EXCEPT AS OTHERWISE SPECIFICALLY
MODIFIED BY THIS FIRST AMENDMENT, PURCHASER AND SELLER HEREBY REINSTATE THE
AGREEMENT IN ITS ORIGINAL FORM AND EFFECT AS IF THE TERMINATION NOTICE HAD NOT
BEEN GIVEN AND SUCH AGREEMENT HAD NEVER BEEN TERMINATED, AND PURCHASER AND
SELLER AGREE TO BE BOUND BY AND FULLY COMPLY WITH THE TERMS CONTAINED THEREIN.
3.
PURCHASE PRICE.
THE SENTENCE WHICH COMPRISES THE TEXT OF SECTION
2 OF THE AGREEMENT IS HEREBY DELETED AND REPLACED WITH THE FOLLOWING SENTENCE:
"THE PURCHASE PRICE (THE "PURCHASE PRICE") FOR THE PROPERTY SHALL BE ELEVEN
MILLION EIGHT HUNDRED FIFTY THOUSAND AND 00/100THS DOLLARS ($11,850,000.00).
4.
ESTOPPEL CERTIFICATIONS.
PURCHASER ACKNOWLEDGES AND AGREES THAT
SELLER HAS SATISFIED THE TENANT ESTOPPEL CONDITION AND HEREBY WAIVES ANY RIGHT
TO TERMINATE THE AGREEMENT AS PROVIDED IN SECTION 7(C) OF THE AGREEMENT.
5.
EXHIBIT C/LEASES.
EXHIBIT C TO THE AGREEMENT IS HEREBY DELETED
IN ITS ENTIRETY AND REPLACED WITH EXHIBIT C ATTACHED HERETO.
6.
FULL FORCE AND EFFECT.
ALL OF THE TERMS AND CONDITIONS OF THE
AGREEMENT, AS MODIFIED HEREBY, SHALL REMAIN IN FULL FORCE AND EFFECT.
7.
COUNTERPARTS/FACSIMILE.
THIS FIRST AMENDMENT MAY BE EXECUTED IN
ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL
OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
EACH
COUNTERPART MAY BE DELIVERED BY FACSIMILE OR COMPUTER-SCANNED IMAGE
TRANSMISSION.
THE SIGNATURE PAGE OF ANY COUNTERPART MAY BE DETACHED THEREFROM
WITHOUT IMPAIRING THE LEGAL EFFECT OF THE SIGNATURE(S) THEREON PROVIDED SUCH
SIGNATURE PAGE IS ATTACHED TO ANY OTHER COUNTERPART IDENTICAL THERETO.
8.
HEADINGS.
SECTION HEADINGS CONTAINED HEREIN ARE FOR CONVENIENCE
ONLY, AND SHALL NOT GOVERN THE INTERPRETATION OF