SECOND AMENDMENT TO AGREEMENT OF SALE
THIS SECOND AMENDMENT TO AGREEMENT OF SALE (this "Amendment") is entered
into as of the 6th day of February, 1997, by and between OFFICE OPPORTUNITY
FUND III, L.P. ("Purchaser") and XXXXX FORUM LIMITED PARTNERSHIP ("Seller").
W I T N E S S E T H:
A. Purchaser and Seller have heretofore entered into a certain Agreement
of Sale dated January 14, 1997 (as amended from time to time, the "Agreement")
for the purchase and sale of the property commonly known as The US West
Building, Murray, Utah. The Agreement has been amended pursuant to that
certain First Amendment to Agreement of Sale dated as of January 30, 1997.
B. Purchaser and Seller now desire to amend the Agreement to extend the
Inspection Period and delay the Closing Date.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. The expiration of the Inspection Period (as defined in Paragraph 7.1
of the Agreement) is hereby extended to 2:00 p.m. Chicago time on March 6, 1997
solely for the purpose of allowing Purchaser to investigate and approve or
reject the Open Items (as hereinafter defined). "Open Items" shall mean
Purchaser's review of the Title Commitment, Survey and environmental condition
of the Premises, including, without limitation, the soil and groundwater.
Except for its right to review and approve or reject the Open Items, Purchaser
hereby waives any other rights it has to conduct inspections of the Premises
under the terms of Section 7.1 of the Agreement. Except as to Section 7.1 of
the Agreement, nothing contained in this Amendment is intended to modify, waive
or alter the other conditions precedent to the closing set forth in the
Agreement.
2. The Closing Date (as defined in Paragraph 8 of the Agreement) shall
be changed to March 13, 1997.
3. The Escrow Agreement is hereby modified to conform with 1 and 2.
4. Except as specifically modified herein, the terms and conditions of
the Agreement shall remain unchanged and in full force and effect.
5. All capitalized terms used in this Amendment, unless otherwise
defined herein, shall have the meanings given to them in the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.
PURCHASER:
OFFICE OPPORTUNITY FUND III, L.P.,
a California limited partnership
By: Opportunity Capital Partners III, LLC,
a California limited liability company
Its: General Partner
By: /s/
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Name: R. Xxxxxxx Xxxxx
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Its: Manager
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SELLER:
XXXXX FORUM LIMITED PARTNERSHIP
By: Xxxxx Forum Partners, Inc., an Illinois
corporation, its general partner
By: /s/ Xxxx X. Xxxxxx, Xx.
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Name: Xxxx X. Xxxxxx, Xx.
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Its: Senior Vice President
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