AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT
THIS AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT (this
"Amendment") is made and entered into as of the 12th day of September, 1996,
between between XXXXXXX XXXXX LIMITED PARTNERSHIP, an Illinois limited
partnership ("Seller") and FOWLERSHORE & XXXXXXXX, a California general
partnership ("Purchaser")
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 August 19, 1996 (the "Original Agreement"), pursuant to
which Seller agreed to sell to Purchaser, and Purchaser agreed to purchase from
Seller, the "Property" (as defined in the Original Agreement);
WHEREAS, pursuant to the Original Agreement Seller and Purchaser entered
into that certain Escrow Agreement, dated August 19, 1996 (the "Escrow
Agreement"); and
WHEREAS, Seller and Purchaser now desire to amend the Original 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 Original
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 Original Agreement.
2. Line two (2) of Paragraph 1 of the Original Agreement is hereby
deleted, and the following is hereby inserted in lieu thereof: "price of Eight
Million Eight Hundred Ninety Thousand And No/100 Dollars ($8,890,000)(the
"Purchase".
3. Notwithstanding the terms and provisions of the letter delivered by
Purchaser to Seller dated August 26, 1996, Purchaser hereby acknowledges that
it has completed its due diligence inspection of the Property, that it accepts
the Property in its current condition, and that the Inspection Period has
expired. From and after the date of this Amendment, Purchaser shall have no
option, pursuant to the terms of Paragraph 7 of the Agreement, to terminate the
Agreement.
4. Paragraph 25 of the Original Agreement is hereby deleted in its
entirety.
5. Lines one (1) and two (2) of Paragraph 8 of the Original Agreement
are hereby deleted and the following is hereby inserted in lieu thereof: "8.
CLOSING. The closing of this transaction (the "Closing") shall be on October
30, 1996 (the".
6. The first three lines of Paragraph 3 of the Escrow agreement are
hereby deleted and the following is hereby inserted in lieu thereof: "3. On
October 30, 1996, or at such other date as Seller and Purchaser may, in
writing, advise Escrow Agent is the".
7. Except as amended herein, the terms and conditions of the Original
Agreement and the Escrow Agreement shall continue in full force and effect and
are hereby ratified in their entirety.
8. 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.
11. 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.
Purchaser and Seller hereby agree and acknowledge that this Amendment shall be
enforceable and binding as between the two parties notwithstanding the lack of
Escrow Agent's execution hereof.
Executed as of the date first written above.
SELLER:
XXXXXXX XXXXX LIMITED PARTNERSHIP, an Illinois
limited partnership
By: Xxxxxxx Xxxxx, Inc., an Illinois corporation,
its general partner
By: /s/ Xxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxx
------------------------------------
Its: Authorized Rep
------------------------------------
PURCHASER:
FOWLERSHORE & XXXXXXXX, a California general
partnership
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
-------------------------------------
Its: General Partner
-------------------------------------
ESCROW AGENT:
LAWYERS TITLE INSURANCE CORPORATION
By:
-------------------------------------
Name:
-------------------------------------
Its:
-------------------------------------
