Amendment to Agreement
This is an amendment to the Agreement, dated April 20, 1998, between Grotewohl
Management Services, Inc., Xxxx Xxxxxxxxx, Everest Properties, LLC, Everest
Properties II, LLC and Everest Financial, Inc. The date of this amendment is
May 15, 1998.
The Agreement is hereby amended as follows:
Paragraph (2) shall now read:
"Not later than May 18, 1998, Buyer executes Purchase Agreements (in a
commercially reasonable form acceptable to Everest, incorporating the
terms set forth in this paragraph) to acquire all of the properties
for the appraised values, payable in cash at closing. The Purchase
Agreements will provide that the Properties will be acquired by Buyer
in an "as is" condition and customary representations and warranties
by the Buyer and the Partnerships. The Purchase Agreements will
include the following terms: (a) all due diligence and receipt of a
financing commitment (the "Buyer's Contingencies") will be satisfied
not later than June 30, 1998; (b) Buyer will make a deposit (the
"Deposit") of $150,000 to secure its performance under the Purchase
Agreements on the later to occur of the date the Buyer's Contingencies
are satisfied or the date Buyer is notified that the limited partners
of the Partnerships have approved the transaction (the "LP Approval
Date"); and (c) the Closing will occur on or before the later of July
25, 1998 or 30 days after the LP Approval Date. The dates referred to
in 2(a) and 2(c) will be subject to commercially reasonable
extensions. The Deposit will be non-refundable if Buyer fails to
complete the Closing as set forth above, except if Buyer's lender
fails to fund as permitted by the terms of the financing commitment,
the Deposit will be refunded to Buyer."
Paragraph (4) shall now read:
"The Partnerships will work diligently to file the proxy materials for
the limited partners' approval of the transaction with the Buyer with
the SEC not later than May 15, 1998 and the partnerships will work
diligently to get the proxy materials approved, mailed to the limited
partners and obtain the affirmative vote of the limited partners to
the transaction."
All other terms and conditions of the Agreement remain the same.
The Everest parties hereby accept as of March 18, 1998 the form of the Purchase
Agreements pursuant to Paragraph (2) of the Agreement.
Grotewohl Management Services, Inc.
Date: 5-15-98 By: /s/XXXXXX X. XXXXXXXXX
Xxxxxx X. Xxxxxxxxx, Chairman
as General Partner of
Super 8 Motels, Ltd.
Super 8 Motels II, Ltd.
Super 8 Motels III, Ltd.
Super 8 Economy Lodging IV, Ltd.
Famous Host Lodging V, Ltd.
Date: 5-15-98 By: /s/XXXX XXXXXXXXX
Xxxx Xxxxxxxxx, as an individual
*Everest Properties II, LLC
*Everest Properties, LLC
Date: 5-18-98 By: /s/ W. XXXXXX XXXXXXX
W. Xxxxxx Xxxxxxx, President
for itself and as Manager of
Everest Madison Investors, LLC
Everest Lodging Investors, LLC
KM Investments, LLC
*Everest Financial, Inc.
By: /s/ W. XXXXXX XXXXXXX
W. Xxxxxx Xxxxxxx, President
*The execution and approval is subject to the Partnership's causing title
insurance for the transaction being placed through an affiliate of Everest.
