CEDAR RIDGE PARTNERS LIMITED PARTNERSHIP
October 2, 1996
Veard-Baytown Limited Partnership
000 Xxxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxx 00000
Attn: Xx. Xxx X. Xxxxx
RE: CEDAR RIDGE APARTMENTS, BAYTOWN, TEXAS
Dear Xx. Xxxxx:
Reference is hereby made to that certain Agreement of Sale (the
"Agreement") dated September 25, 1996 by and between Cedar Ridge Partners
Limited Partnership, an Illinois limited partnership ("Seller"), and
Veard-Baytown Limited Partnership, an Ohio limited partnership ("Purchaser").
All capitalized terms which are used but not otherwise defined herein shall have
the meanings described thereto in the Agreement.
Notwithstanding anything contained in the Agreement or the Escrow
Agreement, the Closing Date is hereby extended to November 1, 1996, and all
references to "October 1, 1996" shall be deleted and replaced with "November 1,
1996".
Section 9 of the Agreement is deleted in its entirety and the following
provisions are inserted in lieu therefor:
"Purchaser's and Seller's obligations under this Agreement are contingent
upon Purchaser's ability to procure a written commitment for first mortgage
financing for the acquisition of the Property in an amount of not less than
$5,400,000 at the then-current market rate of interest and on other
commercially reasonable terms and conditions satisfactory to Purchaser (the
"Financing Contingency") on or before October 14, 1996 (the "Financing
Contingency Date") from Xxxxxxxx Mortgage (the "Intended Lender"), to whom
Purchaser has previously submitted an application. In the event Purchaser is
unable to satisfy the Financing Contingency on or before Financing Contingency
Date, then Purchaser shall have the option, upon written notice to Seller,
exercised no later than the close of business on the Financing Contingency
Date, to terminate this Agreement, in which case this Agreement shall become
null and void without further action of the parties and all Xxxxxxx Money
theretofore paid, together with interest, shall be delivered to Purchaser, and
neither party shall have any further liability to the other, except for those
covenants and obligations hereunder which expressly survive the termination of
this Agreement. In the event Purchaser fails to deliver such notice to Seller,
the Financing Contingency shall be deemed satisfied and the parties hereto
shall proceed to Closing."
In addition, Seller and Purchaser acknowledge that the physical property
inspection prepared on behalf of Purchaser has disclosed peeling paint on the
siding, trim the faciaboard which must be remedied at the Property (the
"Paint Damage"). Seller hereby covenants and agrees that Seller shall: (i) give
to Purchaser a credit at Closing in the amount of Twenty-Seven Thousand One
Hundred Fifty-Eight and No/100 Dollars ($27,158.00), and (ii) assign all of
Seller's right, title and interest in and to any and all warranties,
guarantees or covenants of Xxxxxxx Xxxxxxxx and Xxxx X. Xxxxxxxx to Purchaser.
The foregoing shall be in complete and full satisfaction of any claims of
Purchaser against Seller as a consequence of such Paint Damage. In
consideration of the foregoing covenants and agreements of Seller, Purchaser
hereby acknowledge that the Inspection Period has expired and hereby waives its
right to terminate the Agreement pursuant to Paragraph 7.1 (but Purchaser
retains its rights to terminate the Agreement of Paragraph 9 hereof, the reason
for which may include adverse matters discovered during the Inspection Period).
Purchaser hereby acknowledges receipt of the Letter Acknowledgement from Xxxx
X. Xxxxxxxx to Seller and Purchaser, acknowledging his agreement to honor his
previously issued warranty for the Property.
In the event of any conflict between the Agreement and this letter, the
terms, conditions and provisions of this letter shall govern. Except as herein
especially amended, all the terms, convenants, conditions and provisions of
the Agreement shall continue in full force and effect.
Please acknowledge your agreement to the foregoing by executing a copy of
this letter an returning it to the undersigned.
Very truly yours,
CEDAR RIDGE PARTNERS LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Balcor Partners-XII, an Illinois
general partnership, its general partner
By: RGF-Balcor Associates-II, an Illinois
general partnership, a general partner
By: The Balcor Company, a Delaware corporation,
a general partner
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Its: S.V.P.
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ACCEPTED AND AGREED TO this
2nd day of October, 1996.
VEARD-BAYTOWN LIMITED PARTNERSHIP,
an Ohio limited partnership
By: /s/ Xxx X. Xxxxx
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Name: Xxx X. Xxxxx
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Its: General Partner
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