REINSTATEMENT AND FIRST AMENDMENT TO
AGREEMENT OF SALE AND ESCROW AGREEMENT
THIS REINSTATEMENT AND FIRST AMENDMENT TO AGREEMENT OF SALE AND ESCROW
AGREEMENT (this "Amendment") is made and entered into as of this 4th day of
March, 1997, by and between N.H. Associates, an Illinois limited partnership
("Seller"), EEA DEVELOPMENT, INC., a Delaware corporation ("Purchaser"), and
CHICAGO TITLE INSURANCE COMPANY ("Escrow Agent").
RECITALS:
A. Seller and Purchaser are parties to that certain Agreement of Sale,
dated February 21, 1997 (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.
B. Seller, Purchaser and Escrow Agent are parties to that certain Escrow
Agreement, dated February 21, 1997 (the "Escrow Agreement"), pursuant to which
Purchaser has deposited funds in escrow to be held by Escrow Agent in
accordance with the terms of the Escrow Agreement.
C. Seller and Purchaser desire to amend the Agreement and the Escrow
Agreement in accordance with the terms of this Amendment.
D. Pursuant to the terms of the Agreement and the Escrow Agreement,
Purchaser terminated its obligations thereunder pursuant to the respective
terms thereof on February 27, 1997.
E. Seller and Purchase desire to reinstate and amend the Agreement and
the Escrow Agreement in accordance with the terms of this Amendment.
AGREEMENT
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. Paragraph 2.2 of the Agreement is deleted in its entirety and replaced with
the following:
2.2 On or before 2:00 p.m. Chicago time on March 13, 1997, Purchaser shall
deliver to Escrow Agent funds in the amount of One Hundred Fifty Thousand and
No/100 Dollars ($150,000.00) (the "Additional Xxxxxxx Money"; the Original
Xxxxxxx Money, plus the Additional Xxxxxxx Money, if any, being referred to
herein together as the "Xxxxxxx Money"), provided that Purchaser has not
terminated this Agreement pursuant to Paragraph 7;"
3. The first grammatical sentence of Paragraph 7.1 of the Agreement is deleted
in its entirety and replaced with the following:
7.1 During the period commencing on January 10, 1997 and ending at 5:00
p.m. Chicago time on March 13, 1997 (said period being herein referred to as
the "Inspection Period"), Purchaser and the agents, engineers, employees,
contractors and surveyors retained by Purchaser may enter upon the Property, at
any reasonable time and upon reasonable prior notice to Seller, to inspect the
Property, including a review of leases located at the Property, and to conduct
and prepare such studies, tests and surveys as Purchaser may deem reasonably
necessary and appropriate.
4. All references to the date of February 27, 1997 in the Escrow Agreement are
hereby deleted and the date of March 13, 1997 is hereby inserted in lieu
thereof.
5. The Purchaser hereby directs the Escrow Agent that the funds together with
interest thereon (if any) that were (i) heretofore deposited with Escrow Agent
by Purchaser and (ii) subsequently directed to be returned to Purchaser
pursuant to the termination notice delivered on February 27, 1997, shall be
held as, and shall constitute, the Xxxxxxx Money, as provided in the Agreement
and the Escrow Agreement.
6. The Agreement is hereby reinstated and, except as amended hereby, the
Agreement shall be and remain unchanged and in full force and effect in
accordance with its terms.
7. 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, Purchaser and Escrow Agent may execute and exchange by telephone
facsimile counterparts of the signature pages, with each facsimile being deemed
an "original" for all purposes.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first set forth above.
PURCHASER:
EEA DEVELOPMENT, INC.,
a Delaware corporation
By: /s/ R. Xxxxxxx Xxxxxxx
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Name: R. Xxxxxxx Xxxxxxx
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Its: Vice President
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SELLER:
N.H. ASSOCIATES, an Illinois
limited partnership
By: North Hill Partners, an Illinois
joint venture, its general partner
By: Xxxxxxxxx Limited Partnership,
an Illinois limited partnership,
a joint venture partner
By: Balcor Partners-XVI, an Illinois
general partnership, its general partner
By: RGF-Balcor Associates-II,
an Illinois general partnership, a partner
By: The Balcor Company, a Delaware
corporation, a general partner
By: /s/ Xxxxxx X. Charleston
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Name: Xxxxxx X. Charleston
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Its: Authorized Agent
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ESCROW AGENT:
CHICAGO TITLE INSURANCE COMPANY
By:
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Name:
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Authorized Agent:
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