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EXHIBIT 10.7
FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment")
is made and executed effective as of November 28, 2000, by and between MURRAY
INCOME PROPERTIES II, LTD., a Texas limited partnership ("Seller") and PHILLIP
H. McNEILL, SR. ("Purchaser").
Purchaser and Seller entered into that certain Purchase and Sale
Agreement dated effective as of October 29, 2000 (said Purchase and Sale
Agreement, herein called the "Agreement"). Purchaser and Seller now desire to
amend the Agreement.
NOW, THEREFORE, in consideration of the premises, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Subordination Agreements. Section 7.4(e) is hereby amended to add
the requirement that at Closing, Seller shall deliver to Purchaser
Subordination Agreements substantially in the form of Exhibit A attached
to this Amendment executed by tenants representing at least seventy
percent (70%) of the rentable square feet of space in the Improvements
(collectively, the "Subordination Agreements"). Section 9.1(d) is hereby
amended to add the phrase "and Subordination Agreements" in line one and
line three immediately following the words Tenant Estoppel Certificates.
2. Ratification. Except as provided otherwise in this Amendment, the
Agreement shall continue in full force and effect in accordance with its
terms.
3. Defined Terms. Terms defined in the Agreement shall have the same
meaning when used in this Amendment.
4. Counterparts. This Amendment may be executed in two or more
identical counterparts, each of which when so executed shall be deemed to
be an original, but all of which when taken together shall constitute one
and the same instrument.
REMAINDER OF THIS PAGE
LEFT BLANK INTENTIONALLY
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
PURCHASER:
/s/ Phillip H. McNeill, Sr.
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PHILLIP H. McNEILL, SR.
SELLER:
MURRAY INCOME PROPERTIES II, LTD.,
a Texas limited partnership
By: Murray Realty Investors IX, Inc., a
Texas corporation
General Partner
By: /s/ Brent Buck
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Name: Brent Buck
Title: Executive Vice President
