FIRST AMENDMENT
TO
AGREEMENT OF SALE
THIS AGREEMENT, made and entered into as of the 16th day of August, 1996,
by and between LAUTREC A. & D., L.L.C., a Michigan limited liability company,
on behalf of an entity to be formed ("Purchaser"), and KNOLLWOOD VILLAGE
PARTNERS, an Illinois limited partnership ("Seller"), amends that certain
Agreement of Sale between Purchaser and Seller dated July 27, 1996 (the
"Agreement"), as follows:
1. Paragraph 1 is amended such that the Purchase Price shall be Twenty
Two Million Two Hundred Fifty Thousand ($22,250,000) Dollars.
2. Paragraph 4.1 is amended to read as follows:
In addition to the costs set forth in Paragraphs 3.1 and 3.2,
Seller shall pay for the cost of the documentary stamps and transfer
taxes to be paid with reference to the "Deed" (hereinafter defined) and
Purchaser and Seller shall each pay for one-half (1/2) of all other
intangible, recording, sales tax and surtax imposed by law with
reference to any other sale documents delivered in connection with the
sale of the Property to Purchaser and all other charges of the Title
Insurer in connection with this transaction.
3. Paragraph 26 is amended such that the Purchase Price shall be
allocated as follows:
Land, buildings & personal property 19,750,000
Noncompetitive Covenant 1,000,000
Goodwill 1,500,000
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22,250,000
4. Paragraph 27.1 is amended to read as follows:
Seller will cooperate with Purchaser, at no cost to Seller, in
cancelling any service contracts which may be canceled in accordance
with their terms if Purchaser so elects. Seller shall not amend or
extend any service contract between the date hereof and the date of
closing without the prior written consent of Purchaser.
5. Except as modified herein, the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have put their hand and seal as of
the date first set forth above.
PURCHASER SELLER
LAUTREC A&D, L.L.C. KNOLLWOOD VILLAGE PARTNERS
By: Knollwood Village, Inc.,
its General Partner
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Member Xxx Xxxxxxxxx
Authorized Agent
