Exhibit 2.3
THE EQUITABLE BUILDING
DES MOINES, IOWA
SECOND AMENDMENT TO REAL ESTATE SALE AGREEMENT
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THIS SECOND AMENDMENT TO REAL ESTATE SALE AGREEMENT (this
"Amendment") is made as of the 7th day of October, 1996, by and between FIRST
CAPITAL SERIES XII - EQUITABLE, L.L.C. ("Seller"), a Delaware limited liability
company, with an office at Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxxx 00000, and ALCOCK DEVELOPMENT CO., INC. ("Purchaser"), an Illinois
corporation, with an office at 0000 X. Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxxx 00000.
RECITALS
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A. Seller and Purchaser have entered into that certain Real Estate
Sale Agreement (as amended, the "Agreement") dated as of August 12, 1996 for the
purchase and sale of the office building commonly known as "The Equitable
Building" (as defined in the Agreement, the "Property"), as amended by that
certain First Amendment to Real Estate Sale Agreement dated as of August 20,
1996.
B. Seller and Purchaser desire to further modify the Agreement in
accordance with and subject to the terms and conditions set forth in this
Amendment.
THEREFORE, in consideration of the above Recitals, the mutual
covenants and agreements herein set forth and the benefits to be derived
therefrom, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Purchaser and Seller agree to
modify the Agreement as follows:
1. MRI Accounting Data. Seller is currently utilizing the "MRI"
brand of accounting software at the Property to account for activities at the
Property. At Closing, Seller shall deliver to Purchaser a copy of all of
Seller's data files for each tenant utilized in connection with such software
(i.e., the electronic information with respect to each tenant's payment history
and account balance), such delivery to be subject to the following:
(i) Purchaser acknowledges and agrees that Purchaser shall not
be entitled to the use of Seller's and/or the existing property management
company's license for the use of such software;
(ii) Purchaser acknowledges and agrees that, notwithstanding any
other provision of this Agreement, Seller shall not be deemed to have made any
representation and/or warranty as to the accuracy or completeness of the
electronic
information to be delivered under this Section 11(S); and
(iii) Purchaser acknowledges and agrees that Seller shall have no
liability to Purchaser (or any party who acquires such information from
Purchaser) with respect to the information or any use thereof.
2. No Other Amendments. Except as amended herein, the Agreement remains
unmodified and in full force and effect.
IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this
Amendment as of the date first above written.
SELLER: PURCHASER:
ALCOCK DEVELOPMENT CO., INC.,
FIRST CAPITAL SERIES XII-EQUITABLE, an Illinois corporation
L.L.C., a Delaware limited liability company
By:_________________________
By: First Capital Income and Growth Its:________________________
Fund-Series XII, an Illinois limited
partnership, its managing member
By: First Capital Financial
Corporation, a Florida
corporation, its general partner
By:__________________________
Its:_________________________
