FIRST AMENDMENT TO AGREEMENT OF SALE
This First Amendment to Agreement of Sale is entered into effective the
29th day of July, 1997, by and between XXXXXXXXX FORGE, INC., a Massachusetts
corporation ("Purchaser"), and DEER OAKS LIMITED PARTNERSHIP, an Illinois
limited partnership ("Seller").
WITNESSETH:
WHEREAS, Seller and Purchaser entered in that one certain Agreement of
Sale dated as of July 18, 1997 (the "Agreement"), with respect that certain
property commonly known as the Deer Oaks Apartments, San Antonio, Texas, and
being more particularly described therein (the "Property"); and
WHEREAS, Paragraph 1 of the Agreement provides for a Purchase Price (as
defined in the Agreement) for the Property of Seven Million Four Hundred
Twenty-five Thousand and No/100 Dollars ($7,425,000); and
WHEREAS, Paragraph 7.1 of the Agreement provides that Purchaser may
inspect and investigate the feasibility of the Property for its purposes until
August 4, 1997; and
WHEREAS, in the course of its investigations and inspections, Purchaser
delivered to Seller a letter dated July 22, 1997, wherein Purchaser identified
certain title and survey objections (the "Objection Letter"); and
WHEREAS, Purchaser has now completed its inspection of the Property; and
WHEREAS, Purchaser has requested and Seller has agreed to reduce the
purchase price for the Property by One Hundred Seventy-five Thousand and No/100
Dollars ($175,000.00) to Seven Million Two Hundred Fifty Thousand and No/100
Dollars ($7,250,000.00), provided Purchaser withdraws the objections identified
in the Objection Letter and waives its right to terminate the Agreement
pursuant to Paragraph 7.1 of the Agreement; and
WHEREAS, Paragraph 12.1 contains a scrivener's error and the parties have
agreed to correct same;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Paragraph 1 of the Agreement is hereby amended to provide that the
Purchase Price for the Property shall be Seven Million Two Hundred Fifty
Thousand and No/100 Dollars ($7,250,000.00).
2. Purchaser's right to terminate the Agreement pursuant to Paragraph 7.1
is hereby terminated.
3. Purchaser hereby withdraws all matters listed in the Objection Letter,
provided the Title Company issues an owner's policy at closing which is
substantially in conformity with the xxxx-up of the title commitment attached
hereto as Exhibit "A" and incorporated herein for all purposes.
4. The second clause of the first sentence of Paragraph 12.1 is hereby
amended to read in its entirety as follows:
"...security deposits which are refundable under the leases (which will be
assigned to and assumed by Purchaser at Closing);..."
5. All capitalized terms not defined herein shall have the same meaning
as set forth in the Agreement. Except as amended by this First Amendment, all
terms and provisions of the Agreement shall remain unchanged and the Agreement
shall continue in full force and effect.
Executed as of the date first written above, in multiple counterparts by
the respective parties hereto, which taken together shall constitute a binding
agreement.
PURCHASER:
XXXXXXXXX FORGE, INC.,
a Massachusetts corporation
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
President
SELLER:
DEER OAKS LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Deer Oaks, Inc., an Illinois corporation,
its general partner
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Managing Director
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