EXHIBIT B
FIRST AMENDMENT TO AGREEMENT OF SALE
THIS FIRST AMENDMENT TO AGREEMENT OF SALE made this 7th day of
February, 1996 by and between WILLOWBROOK JOINT VENTURE, a New Jersey Joint
Venture, of 00 Xxxx Xxxx Xxxxxx, Xxxxxxxxxxxxx, Xxx Xxxxxx 00000, hereinafter
referred to as Seller, and BERWIND PROPERTY GROUP, INC., a Pennsylvania
Corporation, and FIRST XXXXXXXXXX PROPERTIES, LTD., a Pennsylvania Corporation,
c/o Berwind Property Group, Inc., 0000 Xxxxxx Xxxxxx Xxxx, 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, hereinafter collectively referred to as Buyer.
BACKGROUND
A. Buyer and Seller executed a certain Agreement of Sale dated February
7th, 1996 (the "Agreement of Sale"), pursuant to the provisions of which Buyer
agreed to purchase from Seller and Seller agreed to sell to Buyer that certain
tract or parcel of land and premises situate, lying and being in Baltimore,
Maryland, commonly known and referred to as Willowbrook Apartments.
B. Buyer and Seller now desire to amend the Agreement of
Sale pursuant to the provisions of this First Amendment.
NOW, THEREFORE, in consideration of the mutual covenants, promises and
agreements contained herein, the parties hereto, intending to be legally bound
hereby, do covenant and agree with each other as follows:
1. Except as specifically defined herein, initially capitalized terms
herein shall have the meaning ascribed thereto in the Agreement of Sale.
2. Paragraph 7(a) of the Agreement of Sale is hereby
amended in its entirety as follows:
"7. FEASIBILITY PERIOD: (a) For a Feasibility Period
of ninety (90) days from the date hereof (the "Feasibility
Period"), Buyer is granted the right to conduct physical
inspections, tests and investigations of the Premises in such
a manner as not to inconvenience the tenants and to review
copies of the Leases, Service Contracts, bills for calendar
years 1994 and 1995 for real estate taxes, utilities (water,
sewer, gas and electric) insurance premiums and trash
removal pertaining to the Premises. At any time during said
Feasibility Period, Buyer shall have the right, for any reason
whatsoever, to cancel and terminate this Agreement by serving
written notice thereof upon Seller on or before the expiration
of said Feasibility Period; if Buyer elects to terminate this
Agreement as permitted herein, then this Agreement shall be
cancelled and terminated and the Deposit, together with
interest earned thereon, shall be returned to Buyer and
neither party hereunder shall have any further liability or
obligation to the other hereunder except with respect to the
indemnifications contained in this Xxxxxxxxx 0, Xxxxxxxxx 5(e)
and Paragraph 22; if Buyer fails to exercise its right to
terminate this Agreement as permitted herein, then said right
shall automatically lapse, terminate and become null and void.
Buyer shall indemnify and save harmless the Seller from any
liability, loss, cost or expense (including reasonable
attorney's fees) arising from or in connection with such
inspection and/or entry upon the Premises; said
indemnification shall survive Closing and/or termination of
this Agreement."
3. All references in the Agreement of Sale to the "Extended
Feasibility Period" are hereby deleted.
4. Except as specifically set forth herein, the Agreement of Sale
remains effective in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Agreement to be signed the day and year first above
written.
SIGNED, SEALED AND DELIVERED WILLOWBROOK JOINT VENTURE,
IN THE PRESENCE OF: A New Jersey Joint Venture
BY: Clover Income Properties, L.P.,
A New Jersey Limited Partnership
Joint Venturer
By: C.I.P. Management Corporation,
A New Jersey Corporation,
General Partner
BY: /s/ Xxxxxx Xxxxxxx
-----------------------------
XXXXXX XXXXXXX, Vice President
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BY: Clover Income Properties II, L.P.,
A New Jersey Limited Partnership
Joint Venturer
By: C.I.P. II Management
Corporation,
A New Jersey Corporation,
General Partner
BY: /s/ Xxxxxx Xxxxxxx
------------------------------
XXXXXX XXXXXXX, Vice President
BY: Clover Income Properties III, L.P.,
A New Jersey Limited Partnership
Joint Venturer
By: Crown Management Corporation,
A New Jersey Corporation,
General Partner
BY: /s/ Xxxxxx Xxxxxxx
------------------------------
XXXXXX XXXXXXX, Vice President
BERWIND PROPERTY GROUP, INC.,
A Pennsylvania Corporation
_______________________ BY: /s/ Xxxxxxx Xxxxx
--------------------------
XXXXXXX XXXXX, Vice President
FIRST XXXXXXXXXX PROPERTIES, LTD.,
A Pennsylvania Corporation
______________________ BY: /s/ Xxxxxxxx Xxxxxx
--------------------------
XXXXXXXX XXXXXX, President
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