FIRST AMENDMENT TO AGREEMENT OF SALE
THIS FIRST AMENDMENT TO AGREEMENT OF SALE (this "Amendment") is made and
entered into to be effective as of the 31st day of July, 1997, by and between
000 XXXXX XXXXXX, L.L.C., an Illinois limited liability company ("Purchaser"),
and 420 N. WABASH LIMITED PARTNERSHIP, an Illinois limited partnership
("Seller").
WITNESSETH
WHEREAS, Seller and Purchaser (as assignee of XXXXXXXX PROPERTIES, LTD.,
an Illinois corporation) are parties to that certain Agreement of Sale entered
into as of June 16, 1997 (the "Original Agreement"), pursuant to which Seller
agreed to sell to Purchaser, and Purchaser agreed to purchase from Seller, the
Property (as defined in the Original Agreement);
WHEREAS, Seller, Purchaser (as assignee of XXXXXXXX PROPERTIES, LTD.) and
Chicago Title Insurance Company are parties to that certain Amended and
Restated Escrow Agreement dated June 16, 1997 (the "Escrow Agreement"); and
WHEREAS, Seller and Purchaser now desire to amend the Original Agreement
and the Escrow Agreement pursuant to the terms and provisions set forth herein.
NOW, THEREFORE, for and in consideration of the premises and mutual
agreements contained herein, the payment of Ten and No/100 Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Seller and Purchaser agree that the Original Agreement and
the Escrow Agreement are amended as follows:
1. All capitalized terms used in this Amendment, to the extent not
otherwise expressly defined herein, shall have the same meanings ascribed to
such terms in the Original Agreement or the Escrow Agreement as applicable.
2. The Closing Date is hereby extended to a date which shall be mutually
agreed upon by Purchaser and Seller; provided however, that such Closing Date
shall not be later than August 29, 1997.
3. Concurrently with the execution of this Amendment, Purchaser hereby
agrees to deposit funds in the amount of $100,000.00 with the Escrow Agent
(such funds, together with the existing Xxxxxxx Money shall constitute the
("Xxxxxxx Money"). Escrow Agent acknowledges receipt of a check or funds
representing the Xxxxxxx Money. Upon the execution of this Amendment the
Xxxxxxx Money is equal to $350,000.00.
4. Except as amended herein, the terms and conditions of the Original
Agreement and the Escrow Agreement shall continue in full force and effect and
are hereby ratified in their entirety. In the event of an inconsistency
between the terms and conditions of this Amendment and the Original Agreement
or Escrow Agreement, the terms and conditions of the Amendment shall govern and
control.
5, This Amendment may be executed in multiple counterparts, each of which
shall be deemed to be an original, but all of which 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.
IN WITNESS WHEREOF, this Amendment is executed to be effective as of the
date first set forth above.
PURCHASER:
000 XXXXX XXXXXX, L.L.C., an Illinois
limited liability company
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Its: Manager
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SELLER:
000 X. XXXXXX LIMITED PARTNERSHIP,
an Illinois limited partnership
By: 000 X. Xxxxxx Partners, Inc., an Illinois
corporation, its general partner
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Its: Managing Director and Secretary
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ESCROW AGENT
Chicago Title Insurance Company
By: /s/
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Its: Authorized Agent
