SECOND AMENDMENT TO AGREEMENT
OF SALE AND ESCROW AGREEMENT
This Second Amendment ("Second Amendment") to Agreement of Sale and Escrow
Agreement is entered into as of January 3, 1997, by and between XXXXXXXXX
APARTMENTS, LLC, a Colorado limited liability company, as Purchaser, and
XXXXXXXXX INVESTORS, an Illinois Limited Partnership, as Seller.
RECITALS
X. Xxxxxxx/Blessing, Inc. and Seller hereto have entered into an
Agreement of Sale ("Agreement") and an Escrow Agreement, both dated as of
August 26, 1996 for the purchase and sale of the apartment project known as
Xxxxxxxxx Place Apartments as subsequently assigned to Purchaser. The Agreement
and the Escrow Agreement were amended by the First Amendment to Agreement of
Sale and Escrow Agreement dated as of November 1, 1996 ("First Amendment") and
by letter agreements dated November 21, 1996, December 6, 1996, December 11,
1996, December 13, 1996 and December 20, 1996. The First Amendment and letter
agreements are collectively referred to as "Amendments".
B. Purchaser and Seller now wish to further amend the Agreement and the
Escrow Agreement.
NOW, THEREFORE, the parties agree that the Agreement and the Escrow
Agreement are amended as follows:
1. a. Paragraph 8 of the Agreement is modified to provide that the
Closing Date shall be January 27, 1997.
b. Purchaser shall have the right to extend the Closing Date to
February 27, 1997 ("Final Extended Closing Date"), upon notice delivered to
Seller and Escrow Agent no later than January 20, 1997. The notice shall be
accompanied by federally wired funds or a cashier's or unendorsed certified
check in the sum of $50,000.00 as additional Xxxxxxx Money to be deposited with
and held by Escrow Agent in accordance with the provisions of the Escrow
Agreement.
c. If Purchaser extends the Closing pursuant to subparagraph 1b
above, then all references to the Closing Date shall mean the Final Extended
Closing Date. Thereafter all references to Xxxxxxx Money shall mean the
Xxxxxxx Money deposited under the Agreement and the Amendments, and the
additional deposit pursuant to this paragraph of this Second Amendment.
d. Purchaser agrees that the provisions of this Second Amendment
supercede all of the dates relating to the Closing as set forth in the
Agreement and the Amendments, and Purchaser shall have no further extension
rights with reference to the Closing Date.
2. Purchaser hereby acknowledges that it has received its loan Commitment
and that all contingencies pursuant to the Agreement and the Amendments have
been fully satisfied.
3. The applicable provisions of the Escrow Agreement are hereby amended
to comply with the terms and provisions of this Second Amendment.
4. Except as modified herein, all other terms and conditions of the
Agreement and the Escrow Agreement (as amended) shall remain in full force and
effect and are hereby ratified and reaffirmed.
5. All capitalized terms used herein shall have the same meaning as in
the Agreement and the Escrow Agreement and the Amendments.
6. This Second Amendment may be executed in multiple facsimile
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have put their hand and seal as of
the date set forth above.
PURCHASER:
XXXXXXXXX APARTMENTS, LLC, a Colorado
limited liability company
By: /s/ Xxx Xxxxxxx, Manager
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SELLER:
XXXXXXXXX INVESTORS, an Illinois
limited partnership
By: Balcor Partners-XVI, an Illinois
general partnership, the general partner
By: RGF-Balcor Associates-II, an Illinois
general partnership, a partner
By: The Balcor Company, a Delaware
corporation, a general partner
By: /s/ Xxxxx X. Menselson
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Senior Vice President
ESCROW AGENT:
CHARTER TITLE COMPANY, agent
for Lawyers Title Insurance Company
By:
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