FIRST AMENDMENT TO AGREEMENT OF SALE
THIS FIRST AMENDMENT TO AGREEMENT OF SALE (this "Amendment") is made and
entered into as of this 10th day of June, 1997, by and between G/B INVESTMENTS,
INC., a Colorado corporation ("Purchaser") and ERINDALE INVESTORS, an Illinois
limited partnership ("Seller").
WITNESSETH
WHEREAS, Seller and Purchaser are parties to that certain Agreement of
Sale (the "Agreement"), and Escrow Agreement ("Escrow Agreement") both dated
June 1, 1997 pursuant to which Purchaser has agreed to purchase and Seller has
agreed to sell certain Property (as defined in the Agreement) legally described
and depicted on Exhibit A attached to the Agreement; and
WHEREAS, Seller and Purchaser desire to amend the Agreement in accordance
with the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. All terms not otherwise defined herein shall have the meanings
ascribed to each in the Agreement.
2. The first sentence of Paragraph 12.a of the Agreement is hereby
deleted and the following sentence inserted into its place: "Rents (exclusive
of delinquent rents, but including prepaid rents); refundable security deposits
(which will be assigned to and assumed by Purchaser and credited to Purchaser
at Closing): water and other utility charges; fuels; prepaid operating
expenses, i.e., service contracts; management fees in the amount of 5% of
collections; real and personal property taxes for the current year; operating
expenses which are reimbursable by the tenants from January 1, 1997 to the
Closing Date (provided however, that the expenses related to any pre 1997 roof
repair and any unusual expenses in excess of $5,000 per occurrence which occur
from January 1, 1997 to the Closing Date shall not be prorated) less any amount
previously paid by the tenants shall be credited to Seller; and other similar
items shall be adjusted ratably as of 12:01 A.M. on the Closing Date
("Proration Date"), and credited or debited to the balance of the cash due at
Closing."
3. The Closing Date for the transaction shall be July 1, 1997.
4. Purchaser hereby waives any and all rights it may have to terminate
the Agreement during the Approval Period and for any reasons relating to the
Financing Contingency. Purchaser hereby waives the right to send a Notice of
Disapproval and the Financing Contingency is hereby removed.
5. Concurrently herewith Purchaser will deposit the sum of Two Hundred
Thousand and No/100 Dollars ($200,000.00) into escrow with the Escrow Agent,
which sum represents the entire Xxxxxxx Money for this transaction and which
shall be nonrefundable except upon an event of default by Seller.
6. Except as amended hereby, the Agreement and Escrow Agreement shall be
and remain unchanged and in full force and effect in accordance with their
terms.
7. This Amendment may be executed in counterparts each of which shall be
deemed an original, but all of which, when taken together shall constitute one
and the same instrument. To facilitate the execution of this Amendment, Seller
and Purchaser may execute and exchange by telephone facsimile counterparts of
the signature pages, with each facsimile being deemed an "original" for all
purposes.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first set forth above.
PURCHASER:
G/B INVESTMENTS, INC.,
a Colorado corporation
By: /s/ Xxx X. Xxxxxxx
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Name: Xxx X. Xxxxxxx
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Its: Officer
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SELLER:
ERINDALE INVESTORS,
an Illinois limited partnership
By: Balcor Equity Partners-III, an Illinois
general partnership, its general partner
By: The Balcor Company, a Delaware
corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Its: Managing Director
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