THIRD AMENDMENT TO AGREEMENT OF SALE
THIS THIRD AMENDMENT TO AGREEMENT OF SALE (this "Amendment") is made and
entered into as of this 4 day of June, 1997, by and between AMBASSADOR II,
L.P., a Delaware limited partnership ("Purchaser") and CEDAR CREEK PARTNERS I
LIMITED PARTNERSHIP, an Illinois limited partnership and CEDAR CREEK PARTNERS
II LIMITED PARTNERSHIP, an Illinois limited partnership (together "Seller").
W I T N E S S E T H:
WHEREAS, Seller and Purchaser (as successor-in-interest to Ambassador
VIII, L.P. ("Ambassador VIII"), by means of that certain Assignment and
Assumption Agreement dated May 20, 1997 (the "Assignment"), by and between
Ambassador VIII and Purchaser) are parties to that certain Agreement of Sale,
dated as of April 30, 1997, that certain First Amendment to Agreement of Sale,
dated as of May 6, 1997 and that certain Second Amendment to Agreement of Sale,
dated as of May 13, 1997 (as amended, the "Agreement"), 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 Amendment.
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 Closing Date for this transaction shall be extended to June 11, 1997.
3. Purchaser acknowledges that Seller has an outstanding first mortgage on
the Property (the "Loan"). In consideration for Seller agreeing to extend the
Closing Date, Purchaser hereby agrees to cooperate with Seller to negotiate a
payoff arrangement with Seller's first mortgage lender (the "Lender") that is
reasonably satisfactory to Seller, provided that:
(a) Seller shall bear the costs of interest and principal (if any)
accruing under the Loan from June 2, 1997 (the "Original Closing Date")
through, but not including, the Closing Date; and
(b) Purchaser shall bear the costs of any interest and principal (if any)
accruing under the Loan on and after the Closing Date (the "Interest Charges").
Seller agrees to payoff the Loan at the earliest commercially reasonable payoff
date and in accordance with the payoff arrangement negotiated with Lender
pursuant to the terms of this paragraph.
4. Purchaser agrees to deposit $100,000.00 with the Escrow Agent as
additional xxxxxxx money concurrently herewith. Such sum shall be included
within the definition of Xxxxxxx Money for which Purchaser shall receive a
credit at Closing.
5. Except as amended hereby, the Agreement shall be and remain unchanged and
in full force and effect in accordance with its terms.
6. 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.
[EXECUTION PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first set forth above.
PURCHASER:
AMBASSADOR II, L.P., a Delaware limited partnership
By: Ambassador II, Inc., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Its: Sr. Vice President
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SELLER:
CEDAR CREEK PARTNERS I LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Cedar Creek Partners - I, Inc.,
an Illinois corporation, its general
partner
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Its: Managing Director
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CEDAR CREEK PARTNERS II LIMITED PARTNERSHIP, an
Illinois limited partnership
By: Cedar Creek Partners - II, Inc.,
an Illinois corporation, its general
partner
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Its: Managing Director
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