Exhibit 2.4
THE EQUITABLE BUILDING
DES MOINES, IOWA
THIRD AMENDMENT TO REAL ESTATE SALE AGREEMENT
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THIS THIRD AMENDMENT TO REAL ESTATE SALE AGREEMENT (this "Amendment")
is made as of the 8th day of October, 1996, by and between FIRST CAPITAL SERIES
XII - EQUITABLE, L.L.C. ("Seller"), a Delaware limited liability company, with
an office at Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000, and
ALCOCK DEVELOPMENT CO., INC. ("Purchaser"), an Illinois corporation, with an
office at 0000 X. Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000.
RECITALS
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A. Seller and Purchaser have entered into that certain Real Estate
Sale Agreement (as amended, the "Agreement") dated as of August 12, 1996 for the
purchase and sale of the office building commonly known as "The Equitable
Building" (as defined in the Agreement, the "Property"), as amended by that
certain First Amendment to Real Estate Sale Agreement dated as of August 20,
1996, and as amended by that certain Second Amendment to Real Estate Sale
Agreement dated as of October 7, 1996.
B. Purchaser has requested that Seller agree to an extension of the
Closing Date, and Seller is willing to agree to an extension of the Closing
Date, but only in accordance with and subject to the terms and conditions set
forth in this Amendment.
THEREFORE, in consideration of the above Recitals, the mutual
covenants and agreements herein set forth and the benefits to be derived
therefrom, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Purchaser and Seller agree to
modify the Agreement as follows:
1. Closing Date. The Closing shall occur on October 18, 1996, or
such other earlier date as is mutually acceptable to Seller and Purchaser.
2. Consideration. As consideration for Sellers extension of the
Closing Date, Purchaser agrees to pay, or cause to be paid, to Seller the sum of
Five Hundred Thousand Dollars ($500,000.00) (such amount being referred to as
the "Extension Fee"), provided that if the Closing occurs on or before October
18, 1996, the Extension Fee shall shall be credited against the Purchase Price
at Closing. If the Closing does not occur on or before October 18, 1996, the
Extension Fee shall be retained by Seller, provided however, that if such
failure to close was a result of (i) the default of Seller under the Agreement,
or (ii) the non-fulfillment as of the Closing Date of
any condition precedent established under the Agreement for the benefit of
Purchaser, then the Extension Fee shall be returned to Purchaser, or to
Purchaser's designee.
The Extension Fee shall be paid to Seller on the date hereof by wire
transfer of current federal funds as follows:
American National Bank and Trust Company of Chicago
Chicago, Illinois
ABA Number 000000000
Credit First Capital Income and Growth Fund Series XII
Account Number XXXXXX
3. No Other Amendments. In the event Seller is required to return the
Extension Fee to Purchaser under the terms hereof, Purchaser hereby irrevocably
designates that the Extension Fee be returned by wire transfer of current
federal funds to an account directed by Contrarian Capital Advisors of
Greenwich, Connecticutt.
4. No Other Amendments. Except as amended herein, the Agreement remains
unmodified and in full force and effect.
IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this
Amendment as of the date first above written.
SELLER: PURCHASER:
ALCOCK DEVELOPMENT CO., INC.,
FIRST CAPITAL SERIES XII-EQUITABLE, an Illinois corporation
L.L.C., a Delaware limited liability company
By: ______________________
By: First Capital Income and Growth Its: ______________________
Fund-Series XII, an Illinois limited
partnership, its managing member
By: First Capital Financial
Corporation, a Florida
corporation, its general partner
By:_______________________
Its:______________________
