RATIFICATION AND AMENDMENT OF AGREEMENT OF SALE
THIS RATIFICATION AND AMENDMENT OF AGREEMENT OF SALE (this "Amendment") is
entered into as of the 15th day of April, 1997, by and between CROSSTOWN ASSET
CORP. I, a Delaware corporation ("Purchaser"), and AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO, not personally but as Trustee under Trust Agreement
dated April 24, 1987 and known as Trust Number 102332-03 ("Trust") and EVANSTON
PLAZA INVESTORS A REAL ESTATE LIMITED PARTNERSHIP, an Illinois limited
partnership ("Beneficiary") (Trust and Beneficiary are hereinafter together
referred to as "Seller").
RECITALS
A. Purchaser and Seller entered into that certain Agreement of Sale
dated March 18, 1997 (the "Agreement") pursuant to which Purchaser agreed to
purchase and Seller agreed to sell the property commonly known as Xxxxxxxx
Xxxxx, Xxxxxxxx, Xxxxxxxx and more particularly described in the Agreement (as
defined in the Agreement, the "Property").
B. Purchaser subsequently terminated the Agreement by providing Seller
with the notice required under the Agreement.
C. Purchaser now desires to purchase and Seller now desires to sell the
Property on the same terms and conditions set forth in the Agreement, except as
amended by this Amendment.
NOW THEREFORE, Purchaser and Seller hereby agree as follows:
1. Ratification of Agreement. Purchaser agrees to purchase and Seller
agrees to sell the Property on the terms and conditions set forth in the
Agreement, except as expressly modified by this Amendment. Purchaser hereby
directs Escrow Agent to hold the Xxxxxxx Money (as defined in Section 2.1 of
the Agreement) in accordance with the provisions of the Escrow Agreement (as
defined in Section 2.1 of the Agreement).
2. Inspection Period. The Inspection Period (as defined and described
in Section 7.1 of the Agreement) is hereby extended and will end at 5:00 p.m.
Chicago time on the later of (i) May 14, 1997 or (ii) three business days after
Purchaser receives the written results of the Phase II Testing (as defined in
Paragraph 4) but in any event no later than May 28, 1997.
3. Closing Date. The Closing Date (as defined in Section 8 of the
Agreement) is hereby changed to a date that is 30 days after the last day of
the Inspection Period, as extended by this Amendment, provided, however, that
if such date is not a business day, then the Closing Date shall be the next
business day.
4. Environmental Testing. Purchaser has requested that additional
Phase II environmental testing (the "Phase II Testing") of the Property be
done. Purchaser and Seller agree to jointly review the proposal from the
environmental consultant selected by Purchaser and reasonably acceptable to
Seller to determine the scope and cost of the Phase II Testing. As soon as
reasonably practical following Purchaser's and Seller's approval of the scope
and cost of the Phase II Testing, Purchaser shall engage the environmental
consultant to perform the approved Phase II Testing. If Purchaser does not
purchase the Property pursuant to the Agreement, Seller agrees to pay the cost
of the approved Phase II Testing (or reimburse Purchaser, within two business
days following a termination of the Agreement, in the event Purchaser has
already paid such costs). Any changes to the scope or cost of the Phase II
Testing must be approved by both Purchaser and Seller in writing. Upon
completion of the Phase II Testing, both Purchaser and Seller shall be provided
with copies of any report or data issued by the environmental consultant.
5. Agreement in Full Force and Effect. Except as set forth in this
Amendment, the terms, covenants, conditions and agreements of the Agreement
shall remain unmodified and otherwise in full force and effect. In the event
of any inconsistency between the terms of the Agreement and terms of this
Amendment, the terms of this Amendment shall control. The term, "Agreement"
shall now mean the Agreement as modified by this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered as of the date first set forth above.
PURCHASER:
CROSSTOWN ASSET CORP.I, a Delaware
corporation
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
---------------------------------
Its: Vice President
---------------------------------
SELLER:
TRUST:
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO, not personally, but
as Trustee under the Trust Agreement dated
April 24, 1987, and known as Trust No. 102332-03
By: /s/ Xxxxx Xxxxxx
-------------------------------------
Name: Xxxxx Xxxxxx
-------------------------------------
Its: Trust Officer
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BENEFICIARY:
EVANSTON PLAZA INVESTORS A REAL ESTATE
LIMITED PARTNERSHIP, an Illinois limited
partnership
By: Balcor Equity Partners-IV, an Illinois
general partnership, its general partner
By: The Balcor Company, a Delaware
corporation, its general partner
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx, Xx.
-------------------------------
Its: Senior Vice President
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This instrument is executed by the undersigned Land Trustee
not personally but solely as Trustee in the exercise of the power and
authority conferred upon and vested in it as such Trustee. It is
expressly understood and agreed that all the warranties, indemnities,
representations, covenants, undertakings and agreements herein made on
the part of the Trustee are undertaken by it solely in its capacity as Trustee
and not personally. No personal liability or personal responsbility is
assumed by or shall at any time be asserted or enforceable against the
Trustee on account of any warranty, indemnity, representation, covenant,
undertaking or agreement of the Trustee in this instrument.
JOINDER
The undersigned executes this joinder solely for the purposes of
effectuating its obligations arising under Paragraph 28 of the Agreement.
THE BALCOR COMPANY, a Delaware corporation
By: /s/ Xxxx X. Xxxxxx, Xx.
-------------------------------
Name: Xxxx X. Xxxxxx, Xx.
-------------------------------
Its: Senior Vice President
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ACKNOWLEDGMENT BY ESCROW AGENT
Escrow Agent hereby acknowledges that Escrow Agent is holding the Xxxxxxx
Money (as defined in Section 2.1 of the Agreement) pursuant to the terms of the
Escrow Agreement(as defined in the Section 2.1 of the Agreement).
ESCROW AGENT:
NEAR NORTH NATIONAL TITLE CORPORATION,
as agent for First American Title
Insurance Company
By: /s/ Xxxx Bench
------------------------------------
Its: Authorized Representative
