SECOND AMENDMENT TO AGREEMENT OF SALE
THIS SECOND AMENDMENT TO AGREEMENT OF SALE (this "Amendment") is made and
entered into as of the 12th day of December, 1996, between BH EQUITIES, INC.
("Purchaser"), W.R. PARTNERS LIMITED PARTNERSHIP, an Illinois Limited
Partnership ("Seller"), and TICOR TITLE SERVICES ("Escrow Agent").
W I T N E S S E T H:
WHEREAS, Seller and Purchaser are parties to that certain Agreement of
Sale entered into as of October 7, 1996, as amended by that certain Amendment
to Agreement of Sale entered into as of October 18, 1996 (the "Agreement"),
pursuant to which Seller agreed to sell to Purchaser, and Purchaser agreed to
purchase from Seller, the "Property" (as defined in the Agreement);
WHEREAS, Seller, Purchaser and Escrow Agent are parties to that certain
Escrow Agreement dated October 7, 1996 (the "Escrow Agreement");
WHEREAS, Seller and Purchaser now desire to amend the Agreement and the
Escrow Agreement pursuant to the terms and provisions set forth herein.
NOW, THEREFORE, for and in consideration of the premises and mutual
agreements contained herein, the payment of Ten and No/100 Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Seller, Purchaser and Escrow Agent agree that the
Agreement and the Escrow Agreement are amended as follows:
1. All capitalized terms used in this Amendment, to the extent not
otherwise expressly defined herein, shall have the same meanings ascribed to
such terms in the Agreement and the Escrow Agreement.
2. Lines one (1) and two (2) of Paragraph 8 of the Agreement are hereby
deleted and the following are hereby inserted in lieu thereof: "The Closing
("Closing") of this transaction shall be on a date which is mutually acceptable
to the Purchaser and Seller between January 6, 1997 and January 31, 1997
("Closing Date"). Purchaser shall be entitled to choose a date for Closing
within the aforementioned time period by providing Seller with five (5)
business day's written notice of Purchaser's desired Closing Date. In the
event that Purchaser does not provide Seller with such written notice prior to
January 23, 1996, the Closing shall take place on January 31, 1997. The
Closing shall take place at the office of the Title Insurer, at which xxxx
Xxxxxx shall deliver".
3. Line one (1) of Paragraph 3 of the Escrow Agreement is hereby deleted
in its entirety and the following is hereby inserted in lieu thereof: "On a
date between January 6, 1997 and January 31, 1997 which Seller and Purchaser
mutually agree upon, or, if Seller and Purchaser are unable to mutually agree
upon a date within said time period, on January 31, 1997, or at".
4. Except as amended herein, the terms and conditions of the Agreement
and the Escrow Agreement shall continue in full force and effect and are hereby
ratified in their entirety.
5. This Amendment may be executed in multiple counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same agreement.
6. The parties hereto agree and acknowledge that a facsimile copy of any
party's signature on this Amendment shall be enforceable against such party as
an original.
Executed as of the date first written above.
PURCHASER:
BH EQUITIES, INC.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Its: President
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SELLER:
W.R. PARTNERS LIMITED PARTNERSHIP,
an Illinois limited partnership
By: W.R. Partners, 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:
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ESCROW AGENT:
TICOR TITLE SERVICES, agent for Chicago Title
Insurance Company
By: /s/ X.X. Xxxxxx
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Name: X.X. Xxxxxx
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Its: Chairman, Commercial Division
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