THIRD AMENDMENT TO AGREEMENT OF SALE
THIS THIRD AMENDMENT TO AGREEMENT OF SALE (this "Amendment") is entered
into as of the 6th day of March, 1997, by and between OFFICE OPPORTUNITY FUND
III, L.P. ("Purchaser") and XXXXX FORUM LIMITED PARTNERSHIP ("Seller").
W I T N E S E T H:
A. Purchaser and Seller have heretofore entered into a certain Agreement
of Sale dated January 14, 1997 (as amended from time to time, the "Agreement")
for the purchase and sale of the property commonly known as The US West
Building, Murray, Utah. The Agreement has been amended pursuant to that
certain First Amendment to Agreement of Sale dated as of January 30, 1997 and
that certain Second Amendment to Agreement of Sale dated as of February 6,
1997.
B. Purchaser and Seller now desire to amend the Agreement in accordance
with the terms set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. The Inspection Period (as defined in Paragraph 7.1 of the Agreement)
has terminated as of 2:00 p.m. Chicago time on March 6, 1997.
2. The Closing Date (as defined in Paragraph 8 of the Agreement) shall
be changed to April 15, 1997.
3. At Closing, Seller shall deposit funds in the amount of FIVE HUNDRED
SIXTY THOUSAND AND NO/100 DOLLARS ($560,000.00) from the purchase proceeds into
a Soil Removal Escrow to be established and governed substantially in
accordance with the terms of the Soil Removal Escrow Agreement attached hereto
as Exhibit "A". Purchaser and Seller agree that they will execute the Soil
Removal Escrow Agreement at the Closing and fulfill their respective
obligations under the Soil Removal Escrow Agreement thereafter.
4. At Closing, Seller shall deposit funds in the amount of FIVE HUNDRED
FORTY THOUSAND AND NO/100 DOLLARS ($540,000.00) from the purchase proceeds into
a Condemnation Proceeds Escrow to be established and governed substantially in
accordance with the terms of the Condemnation Proceeds Escrow Agreement
attached hereto as Exhibit "B". Purchaser and Seller agree that they will
execute the Condemnation Proceeds Escrow Agreement at the Closing and fulfill
their respective obligations under the Condemnation Proceeds Escrow Agreement
thereafter.
5. At Closing, Purchaser shall receive a credit against the Purchase
Price in the aggregate amount of up to THREE HUNDRED SIXTY NINE THOUSAND FIVE
HUNDRED EIGHTEEN AND NO/100 DOLLARS ($369,518.00), representing each of the
tenant improvements concessions identified on Exhibit "C" attached hereto, to
the extent such amounts have not been paid by Seller at or before the Closing
(the "Tenant Improvement Credits"). Purchaser shall be responsible to each of
the tenants for the fulfillment of each of the lease obligations evidenced by
the Tenant Improvement Credits at all times from and after the Closing.
6. Notwithstanding the terms of Clause (e) of the second sentence of
Section 3.1 of the Agreement, Purchaser and Seller agree that title to the
Property shall be conveyed in accordance with the terms of the proforma title
policy attached hereto as Exhibit "D." Nothing contained in this Amendment is
intended to alter, modify or affect the parties' respective obligations for
paying the costs of title insurance as set forth in the Agreement.
7. All obligations set forth in this Amendment shall survive the Closing
and shall not merge into the deed.
8. The Escrow Agreement is hereby modified to conform with the terms of
this Amendment.
9. Except as specifically modified herein, the terms and conditions of
the Agreement shall remain unchanged and in full force and effect.
10. All capitalized terms used in this Amendment, unless otherwise
defined herein, shall have the meanings given to them in the Agreement.
11. Notwithstanding the terms of this Amendment, Purchaser and Seller
agree to cooperate reasonably to make any adjustments or modifications to the
form of the Escrow Agreements attached as Exhibits hereto that either party may
deem reasonably necessary to better evidence the intent of the parties. If
either Purchaser or Seller has any objections to the Escrow Agreements attached
as Exhibits hereto, such party shall notify the other party of such objections
on or before March 19, 1997 and, if objections are raised, each party agrees to
make every reasonable effort to resolve any issues promptly after such issues
are raised.
SIGNATURES FOLLOW ON NEXT PAGE
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.
PURCHASER:
OFFICE OPPORTUNITY FUND III, L.P.,
a California limited partnership
By: Opportunity Capital Partners III, LLC,
a California limited liability company
Its: General Partner
By: /s/Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
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Its: Manager
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SELLER:
XXXXX FORUM LIMITED PARTNERSHIP
By: Xxxxx Forum Partners, Inc., an Illinois
corporation, its general partner
By: /s/Xxxx X. Xxxxxx, Xx.
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Name: Xxxx X. Xxxxxx, Xx.
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Its: Senior Vice President
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