SECOND AMENDMENT TO AGREEMENT OF SALE
THIS SECOND AMENDMENT TO AGREEMENT OF SALE (this "Amendment") is made and
entered into as of this ____ day of May, 1997, by and between AMBASSADOR VIII,
L. P., a Delaware limited partnership ("Purchaser") and CEDAR CREEK PARTNERS I
LIMITED PARTNERSHIP, an Illinois limited partnership and CEDAR CREEK PARTNERS I
LIMITED PARTNERSHIP, an Illinois limited partnership and CEDAR CREEK PARTNERS
II LIMITED PARTNERSHIP, an Illinois limited partnership (together "Seller").
WITNESSETH
WHEREAS, Seller and Purchaser are parties to that certain Agreement of
Sale, dated as of April 30, 1997, and that certain First Amendment to Agreement
of Sale, dated as of May 6, 1997 (as amended, the _Agreement_), pursuant to
which Purchaser has agreed to purchase and Seller has agreed to sell certain
Property (as defined in the Agreement) legally described and depicted on
Exhibit A attached to the Agreement; and
WHEREAS, Seller and Purchaser desire to amend the Agreement in accordance
with the terms of this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. All terms not otherwise defined herein shall have the meanings ascribed to
each in the Agreement.
2. The Purchase Price (as defined in Paragraph 1 of the Agreement) is hereby
amended to Seven Million Two Hundred Thousand and No/100 Dollars ($7,200,
000.00).
3. Purchaser hereby waives any rights it may have under Paragraph 7.1 of the
Agreement to terminate the Agreement.
4. Except as amended hereby the Agreement shall be and remain unchanged and
in full force and effect in accordance with its terms.
5. This Amendment may be executed in counterparts each of which shall be
deemed an original, but all of which, when taken together shall constitute one
and the same instrument. To facilitate the execution of this Amendment, Seller
and Purchaser may execute and exchange by telephone facsimile counterparts of
the signature pages, with each facsimile being deemed an _original_ for all
purposes.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first set forth above.
PURCHASER:
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AMBASSADOR VIII, L.P., a Delaware limited
partnership
By: Ambassador VIII, Inc., a Delaware
corporation
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
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Its: Executive Vice President
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SELLER:
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CEDAR CREEK PARTNERS I LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Cedar Creek Partners-I, Inc., an Illinois
corporation, its general partner
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
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Its: Senior V.P.
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CEDAR CREEK PARTNERS II LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Cedar Creek Partners-II, Inc., an Illinois
corporation, its general partner
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
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Its: Senior V.P.
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