FOURTH AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT
THIS FOURTH AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT (this
"Amendment") is made and entered into as of this 11th day of June, 1997, by and
between AMBASSADOR II, L.P., a Delaware limited partnership ("Purchaser") and
CEDAR CREEK PARTNERS I LIMITED PARTNERSHIP, an Illinois limited partnership and
CEDAR CREEK PARTNERS II LIMITED PARTNERSHIP, an Illinois limited partnership
(together "Seller").
W I T N E S S E T H:
WHEREAS, Seller and Purchaser (as successor-in-interest to Ambassador
VIII, L.P. ("Ambassador VIII"), by means of that certain Assignment and
Assumption Agreement dated May 20, 1997 (the "Assignment"), by and between
Ambassador VIII and Purchaser) are parties to that certain Agreement of Sale,
dated as of April 30, 1997, that certain First Amendment to Agreement of Sale,
dated as of May 6, 1997, that certain Second Amendment to Agreement of Sale,
dated as of May 13, 1997 and that certain Third Amendment to Agreement of Sale,
dated as of June 4, 1997 (as amended, the "Agreement"), pursuant to which
Purchaser has agreed to purchase and Seller has agreed to sell certain Property
(as defined in the Agreement) legally described and depicted on Exhibit A
attached to the Agreement;
WHEREAS, Seller and Purchaser entered into that certain Escrow Agreement
dated as of April 30, 1997 (the "Escrow Agreement") with respect to the
transaction contemplated by the Agreement; and
WHEREAS, Seller and Purchaser desire to amend the Agreement and the Escrow
Agreement in accordance with the terms of this Amendment.
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. All terms not otherwise defined herein shall have the meanings ascribed to
each in the Agreement.
2. All references to the term "Closing Date" in the Agreement shall mean July
15, 1997, or any earlier date designated by Purchaser upon no less than five
(5) business days prior written notice to Seller; provided, however, that in
the event that Purchaser designates a Closing Date prior to July 1, 1997, then
Paragraphs 4, 5 and 6 of this Amendment shall be deleted and the references to
the dates contained therein shall remain as originally stated in the Agreement
and the Escrow Agreement, respectively.
3. Purchaser agrees to deposit $100,000.00 with the Escrow Agent as
additional xxxxxxx money concurrently herewith. Such sum shall be included
within the definition of Xxxxxxx Money for which Purchaser shall receive a
credit at Closing. Moreover, Seller and Purchaser hereby direct Escrow Agent
to immediately release $137,500.00 of the currently existing Xxxxxxx Money to
Seller pursuant to wiring instructions to be provided by Seller. After the
release of such $137,500.00 and the deposit of the additional $100,000.00 by
Purchaser, the total Xxxxxxx Money for this transaction will be $375,000.00
($237,500.00 held by Escrow Agent and $137,500.00 released to Seller).
Purchaser shall receive a credit at Closing for the entire Xxxxxxx Money and
all interest thereon. Notwithstanding anything to the contrary contained in
the Agreement, if Purchaser is entitled to a return of the Xxxxxxx Money, all
of the Xxxxxxx Money (regardless of who holds it) will be paid to Purchaser.
4. All references to "July 31, 1997" in Paragraph 12.3 and Paragraph 16.4 of
the Agreement and Paragraphs 7, 8 and 9 in the Escrow Agreement shall change to
"September 1, 1997."
5. All references to "August 1, 1997" in Paragraph 7 of the Escrow Agreement
shall change to "September 2, 1997."
6. All references to "August 11, 1997" in Paragraph 10 in the Escrow
Agreement shall change to "September 12, 1997."
7. Except as amended hereby, the Agreement and the Escrow Agreement shall be
and remain unchanged and in full force and effect in accordance with their
terms.
8. 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 have executed this Amendment as of the
date first set forth above.
PURCHASER:
AMBASSADOR II, L.P., a Delaware limited partnership
By: Ambassador II, Inc., a Delaware corporation
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Its: President
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SELLER:
CEDAR CREEK PARTNERS I LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Cedar Creek Partners - I, Inc.,
an Illinois corporation, its general partner
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
-------------------------------------
Its: Managing Director
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CEDAR CREEK PARTNERS II LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Cedar Creek Partners - II, Inc.,
an Illinois corporation, its general partner
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
-------------------------------------
Its: Managing Director
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ACKNOWLEDGED AND ACCEPTED BY
ESCROW AGENT:
NEAR NORTH NATIONAL TITLE CORPORATION
By:
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Its: Authorized Agent
