FIRST AMENDMENT TO AGREEMENT
OF SALE AND ESCROW AGREEMENT
THIS FIRST AMENDMENT (the "First Amendment") TO AGREEMENT OF SALE AND
ESCROW AGREEMENT is entered into as of June 19, 1997, by and between XXXXXXXXX
FORGE, INC., a Massachusetts corporation ("Purchaser"), and VALLEY POINT
PARTNERS LIMITED PARTNERSHIP, an Illinois limited partnership ("Seller").
RECITALS
A. Purchaser and Seller hereto have entered into an Agreement of Sale
("Agreement") and Escrow Agreement ("Escrow Agreement"), both dated June 11,
1997 for the purchase and sale of the apartment project known as Canyon Pointe
Apartments, San Antonio, Texas.
B. Purchaser and Seller now wish to amend the Agreement and the Escrow
Agreement.
NOW, THEREFORE, the Agreement and the Escrow Agreement are amended as
follows:
1. The Inspection Period is hereby extended from 5:00 P.M.
Chicago time on June 20, 1997 to 5:00 P.M. Chicago time on July 7, 1997.
2. The Closing Date is hereby changed from July 1, 1997 to
August 1, 1997. However, if Lender demands a prepayment premium for
paying off the First Note on August 1, 1997, Seller shall have the right
to extend the Closing Date to September 1, 1997.
3. Seller and Purchaser agree that Purchaser will not be taking
title to the Property subject to the First Mortgage and First Note and
that the amount due Lender thereunder will be paid to Lender on
the Closing Date, and therefore:
(a) Paragraph 2.2, Paragraph 3, and the reference to "interest
on the First Note" and "escrows and/or impounds held
by the Lender" in Paragraph 13.1 are hereby deleted from
the Agreement; and
(b) The amount to be wired in immediately available funds
adjusted in accordance with prorations under Paragraph
2.3 is changed from $1,374,000.00 to $6,450,000.00
4. Paragraph 4 of the Escrow Agreement is hereby deleted.
5. Except as modified herein, all other terms and conditions
of the Agreement and the Escrow Agreement remain in full force and effect.
6. All capitalized terms used herein shall have the same meaning
as in the Agreement and Escrow Agreement.
7. This First 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 first set forth above.
PURCHASER:
XXXXXXXXX FORGE, INC.,
a Massachusetts corporation
By: /s/ Xxxxx X. Xxxxxx
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Its: President
SELLER:
VALLEY POINT PARTNERS LIMITED
PARTNERSHIP, an Illinois limited partnership
By: Valley Point Partners, Inc.,
an Illinois corporation, the
general partner
By: /s/ Xxxxxxx X. Xxxxxx
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ACKNOWLEDGED BY ESCROW AGENT:
CHARTER TITLE COMPANY
By: /s/ X. X. Xxxxxx
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