TGM REALTY CORP. #5
000 XXXXX XXXXXX -- 00XX XXXXX
XXX XXXX, XXX XXXX 00000
as of September 20, 0000
Xxxxxxxx Xxxxx I Limited Partnership and
8951 Xxxxxx Limited Partnership
x/x Xxx Xxxxxx Xxxxxxx
Xxxxxxxxxxx Xxxx Xxxxxx Xxxxx
0000 Xxxxxxxx Xxxx
Xxxxx X000
Xxxxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxx
Re: Agreements of Sale dated as of August 30, 1996, as modified to date
(the "Agreements"), between Chestnut Ridge I Limited Partnership or
8951 Xxxxxx Limited Partnership, respectively (each, a "Seller" and
collectively, "Sellers"), and TGM Realty Corp. #5 ("Purchaser")
Premises: Chestnut Ridge I Apartments and
Chestnut Ridge II Apartments
Fort Worth, Tarrant County, Texas
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Gentlemen:
Purchaser and each Seller hereby agree that the Agreements are modified as
follows, provided that terms used but not defined in this amendment shall have
the meanings provided in the Agreements.
1. Purchaser has asked the City of Fort Worth (the "City") to inspect
each Property and have certificates of occupancy for each building therein
issued after the Closing, and Sellers have consented thereto. The aggregate
inspection fee (of $2,080 for both Properties) is at Purchaser's cost and
expense.
2. If the City requires that repairs and/or replacements be made
(including without limitation by issuing a report or notices of violations)
then Purchaser and Sellers shall endeavor in good faith to agree in writing
upon the estimated aggregate costs of same. At Closing, Sellers shall pay
Purchaser the following portion of such aggregate agreed-upon costs in the form
of a credit in Purchaser's favor against the aggregate Purchase Prices:
(a) First $10,000 of such aggregate costs: Sellers shall pay none;
(b) Next $15,000 of such aggregate costs: Sellers shall pay all;
and
(c) All aggregate costs after the first $25,000: Sellers shall pay
50%.
3. Notwithstanding the foregoing provisions to the contrary, if (a)
the total of such aggregate agreed-upon costs shall exceed $100,000 as stated
in such written agreement between Purchaser and Sellers, or (b) Purchaser and
the Sellers shall, notwithstanding their good faith efforts to do so, fail to
agree on the amount of such aggregate costs within ten (10) Business Days after
Purchaser shall have received the City's final report of required repairs and
replacements (or final report or notices of violations), or (c) the City shall
state in a writing received by Purchaser that the City shall not issue
certificates of occupancy for one or more buildings in the Properties, then,
unless Purchaser shall elect, by written notice to Sellers given within ten
(10) Business Days after the occurrence of either case (a), (b) or (c), to
continue the Agreements, the Agreements shall automatically terminate, all
Xxxxxxx Moneys shall be immediately refunded to Purchaser, and then Purchaser
and each Seller shall have no further liabilities or obligations one to the
other under the Agreements (including without limitation any and all
liabilities or obligations with respect to such City inspections or resulting
reports or notices of violations). If Purchaser timely gives such notice to
continue the Agreements, then, if the foregoing case (a) has occurred, the
Agreements shall nonetheless remain modified by Sections 1, 2, 4 and 5 of this
amendment; if the foregoing case (b) has occurred, this amendment shall no
longer be applicable except that the Agreements shall be modified solely by
Sections 4 and 5 of the amendment; and if the foregoing case (c) has occurred,
Purchaser shall be deemed to have accepted the consequences of the lack of such
certificates of occupancy and Seller shall have no liability therefor.
Further, if the City gives neither an initial report of required repairs and
replacements nor an initial report or notices of violations on or before
December 2, 1996, then, until the City gives such report or notice to Sellers
or Purchaser, either Purchaser or both Sellers may elect, by notice to the
other, to terminate the Agreements, and, upon such election, all Xxxxxxx Moneys
shall be immediately refunded to Purchaser, and then Purchaser and each Seller
shall have no further liabilities or obligations one to the other under the
Agreements (including without limitation any and all liabilities or obligations
with respect to such City inspections or resulting reports or notices of
violations).
4. The Closing Date under each Agreement is hereby extended to be the
date that is seven (7) Business Days after either (a) the date on which both
(i) the City shall have issued its final report of required repairs and
replacements (or final report or notices of violations) and (ii) Purchaser and
both Sellers shall have agreed in writing as to the estimated aggregate costs
of effecting all related repairs and replacements, or (b) the date that
Purchaser gives such notice to continue the Agreements, provided that if both
such dates (a) and (b) occur, then the Closing Date shall be seven (7) Business
Days after the later of such two dates.
5. Section 9B of each Agreement is hereby modified by adding the
following thereto at the end thereof: "; and a release from the Broker stating
that all fees or commissions due Broker have been paid in full by Seller and
that no other fees or commissions are due to the Broker by Purchaser."
6. Except as modified hereby, the Agreements remain unmodified and in
full force and effect.
7. This amendment may be executed in any number of counterparts, each of
which shall, when executed, be deemed to be an original and all of which shall
be deemed to be one and the same instrument. In addition, the parties may
execute separate signature pages, and such signature pages (and/or signature
pages that have been detached from one or more duplicate original copies of
this amendment) may be combined and attached to one or more copies of this
amendment so that such copies shall contain the signatures of all of the
parties thereto. A party hereto may rely upon a telecopy (fax) of a
counterpart of this amendment that has been executed by any other party, or a
photocopy thereof.
Very truly yours,
TGM REALTY CORP. #5, a Delaware corporation
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Executive Vice President
AGREED:
CHESTNUT RIDGE I LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Chestnut Ridge of Illinois, Inc., an Illinois
corporation, its general partner
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Authorized Rep.
8951 XXXXXX LIMITED PARTNERSHIP, an
Illinois limited partnership
By: 8951 Xxxxxx of Illinois, Inc., an Illinois
corporation, its general partner
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Authorized Rep.
