SECOND AMENDMENT TO AGREEMENT
OF SALE AND ESCROW AGREEMENT
THIS SECOND AMENDMENT (the "Second Amendment") TO AGREEMENT OF SALE AND
ESCROW AGREEMENT is entered into as of July 2nd, 1997, by and between XXXXXXXXX
FORGE, INC., a Massachusetts corporation ("Purchaser"), and VALLEY POINT
PARTNERS LIMITED PARTNERSHIP, an Illinois limited partnership ("Seller").
RECITALS
A. Purchaser and Seller hereto have entered into an Agreement of Sale
("Agreement") and Escrow Agreement ("Escrow Agreement"), both dated June 11,
1997 as amended by that certain First Amendment to Agreement of Sale and Escrow
Agreement dated June 19, 1997 for the purchase and sale of the apartment
project known as Canyon Point Apartments, San Antonio, Texas.
B. Purchaser and Seller now wish to further amend the Agreement and the
Escrow Agreement.
NOW, THEREFORE, the Agreement and the Escrow Agreement are amended as
follows:
1. The Purchase Price is hereby changed from Six Million Six Hundred
Thousand and No/100 Dollars ($6,600,000.00) to Six Million Three Hundred
Thousand and No/100 Dollars ($6,300,000.00)
2. The schedule of Personal Property attached as Exhibit "B" to the
Agreement is hereby deleted and in its place, the schedule of Personal
Property attached hereto as "Exhibit 1" is hereby inserted.
3. Purchaser hereby acknowledges and agrees that:
(a) It has accepted all matters shown on the survey dated March
23, 1992 and revised on June 17, 1997 made by Xxxxxx X.
Xxxxx, Registered Professional Land Surveyor No. 4612;
(b) It has accepted as Permitted Exceptions the exceptions
shown as items 5 through 24 on the commitment for title
insurance issued by the Title Insurer dated June 30, 1997,
file number 97260014;
(c) It has completed its inspection of the Property under
Paragraph 8 of the Agreement, and hereby acknowledges its
acceptance of same;
(d) It is accepting title to the Property without the
requirement of any further subdivision platting of same and
agrees that it is assuming all rights and any costs that may
arise or be incurred as a result of any state, municipal, or
local law, rule or ordinance requiring at any time the
preparation and/or recording of a subdivision plat for the
property; and
(e) It has reviewed all service contracts described in the
Agreement and agrees to accept the assignment and assumption
of any of same which Seller is unable to cancel at no cost
or expense to Seller on the Closing Date.
4. The Inspection Period is hereby terminated and from and after the
date hereof, Purchaser shall not have the right to terminate the Agreement
pursuant to Paragraph 8.2 of the Agreement.
5. Paragraph 3 of the Escrow Agreement is hereby deleted.
6. Except as modified herein, all other terms and conditions of the
Agreement and the Escrow Agreement remain in full force and effect.
7. All capitalized terms used herein shall have the same meaning as
in the Agreement and Escrow Agreement.
8. This Second Amendment may be executed in multiple facsimile
counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument.
IN WITNESS HEREOF, the parties hereto have put their hand and seal as of
the date first set forth above.
PURCHASER:
XXXXXXXXX FORGE, INC., a
Massachusetts corporation
By: /s/ Xxxxx X. Xxxxxx
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Its: President
SELLER:
VALLEY POINT PARTNERS LIMITED
PARTNERSHIP, an Illinois limited
partnership
By: Valley Point Partners, Inc.,
an Illinois corporation,
the general partner
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, its Managing Director
ACKNOWLEDGED BY ESCROW AGENT:
CHARTER TITLE COMPANY
By:
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