REINSTATEMENT AND THIRD AMENDMENT TO
AGREEMENT OF SALE AND ESCROW AGREEMENT
THIS REINSTATEMENT AND THIRD AMENDMENT TO AGREEMENT OF SALE AND ESCROW
AGREEMENT (this "Amendment") is made and entered into as of this 1 day of
April, 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 "Original Agreement"), as amended by that certain
Reinstatement and First Amendment to Agreement of Sale and Escrow Agreement
dated March 4, 1997 (the "First Amendment") and that certain Second Amendment
to Agreement of Sale and Escrow Agreement dated March 13, 1997 (the "Second
Amendment"; the Original Agreement, as amended by the First Amendment and the
Second Amendment shall hereinafter be referred to as 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, as amended by the First Amendment and the
Second Amendment (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 March 27, 1997.
E. Seller and Purchaser 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 April 4, 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 April 4, 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. The first grammatical sentence of Paragraph 8.1 of the Agreement is
deleted in its entirety and replaced with the following:
" 8.1 The closing of this transaction shall be on April 29, 1997
(the "Closing Date"), at the office of Title Insurer, Atlanta, Georgia, at
which xxxx Xxxxxx shall deliver possession of the Property to Purchaser."
5. All references to the date of March 27, 1997 in Paragraphs 1 and 2 of the
Escrow Agreement are hereby deleted and the date of April 4, 1997 is hereby
inserted in lieu thereof.
6. All references to the date of March 27, 1997 in Paragraph 3 of the Escrow
Agreement are hereby deleted and the date of April 29, 1997 is hereby inserted
in lieu thereof.
7. 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 March 27, 1997, shall be held
as, and shall constitute, the Xxxxxxx Money, as provided in the Agreement and
the Escrow Agreement.
8. 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.
9. 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:
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EEA DEVELOPMENT, INC., a Delaware corporation
By:/s/R. Xxxxxxx Xxxxxxx
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Name: R. Xxxxxxx Xxxxxxx
Its: Vice President
SELLER:
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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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Its: Authorized Agent
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