THIRD AMENDMENT TO AGREEMENT OF SALE
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THIS THIRD AMENDMENT TO AGREEMENT OF SALE (this "Amendment") is made as of
the 28 day of August, 1998 by and between XXXXXX XXXXX HOLDINGS, L.L.C., an
Illinois limited liability company ("Purchaser"), AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO, not personally but as Trustee under Trust Agreement
dated April 24, 1987 and known as Trust Number 102332-03 ("Trustee") and
EVANSTON PLAZA INVESTORS A REAL ESTATE LIMITED PARTNERSHIP, an Illinois limited
partnership ("Beneficiary") (Trustee and Beneficiary are hereinafter together
referred to as "Seller").
WHEREAS, Seller and Purchaser entered into that certain Agreement of Sale
made as of December 8, 1997 ("Original Agreement"), as amended by the First
Amendment to Agreement of Sale ("First Amendment") and the Second Amendment to
Agreement of Sale dated July 24, 1998 ("Second Amendment" together with the
Original Agreement and the First Amendment, the "Agreement") pursuant to which
Purchaser agreed to purchase and Seller agreed to sell that certain property
commonly known as Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx, legally described on
Exhibit A of the Agreement;
WHEREAS, Seller and Purchaser desire to amend the Agreement to extend the
date for the satisfaction of the conditions precedent as set forth in
Paragraphs 29.1, 29.2, 29.3 and 29.4 of the Agreement.
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. Defined Terms. All capitalized terms used herein and not otherwise
defined shall have the meaning ascribed to them in the Agreement.
2. Extension of the Date for Satisfaction of the Conditions Precedent.
Seller and Purchaser hereby acknowledge that Seller has exercised Seller's
right to extend the date for satisfaction of the conditions precedent contained
in Paragraphs 29.1, 29.2, 29.3 and 29.4 of the Agreement for three (3)
consecutive thirty (30) day periods following the last date for satisfaction
for each condition precedent pursuant to Paragraph 29.8 of the Agreement.
Seller and Purchaser acknowledge that Seller has exercised its rights pursuant
to Paragraph 29.8 of the Agreement. Seller and Purchaser further acknowledge
that pursuant to the Second Amendment the date for the satisfaction of the
conditions precedent contained in Paragraphs 29.1, 29.2, 29.3 and 29.4 of the
Agreement is August 28, 1998. Seller and Purchaser hereby agree that
notwithstanding anything contained in the Agreement to the contrary, the date
for the satisfaction of any of the conditions precedent contained in Paragraphs
29.1, 29.2, 29.3 and 29.4 of the Agreement shall be extended for an additional
twenty-eight (28) day period. Seller and Purchaser agree that the date for
satisfaction of the conditions precedent contained in Paragraph 29.1, 29.2,
29.3 and 29.4 of the Agreement shall be September 25, 1998.
3. Full Force and Effect and Counterparts. Except as amended hereby,
the Agreement shall be and remain unchanged and in full force and effect in
accordance with its terms. 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.
[EXECUTION PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have put their hand and seal as of
the date first set forth above.
PURCHASER:
XXXXXX XXXXX HOLDINGS, L.L.C., an
Illinois limited liability company
By:
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Name:
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Its:
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SELLER:
TRUSTEE:
AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO, not
personally, but as Trustee under Trust
Agreement dated April 24, 1987 and
known as Trust No. 102332-03
By:
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Name:
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Its:
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BENEFICIARY:
EVANSTON PLAZA INVESTORS A REAL
ESTATE LIMITED PARTNERSHIP, an
Illinois limited partnership
By: Balcor Equity Partners-IV, an Illinois
general partnership, its general partner
By: The Balcor Company, a Delaware
corporation, its general partner
By:
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Name:
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Its:
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