AMENDMENT NO. 1 TO AGREEMENT OF SALE
THIS AMENDMENT NO. 1 TO AGREEMENT OF SALE (this "Amendment") is dated as
of October 17, 1996, by and between GROUP ONE INVESTMENTS, INC., an Illinois
corporation ("Purchaser") and 000 XXXXXXXXXX XXXXXX LIMITED PARTNERSHIP, an
Illinois limited partnership ("Seller").
W I T N E S S E T H:
A. WHEREAS, Purchaser and Seller have heretofore entered into that
certain Agreement of Sale dated as of October 17, 1996, providing for the sale
by Seller to Purchaser of certain real property and other related property
located in Charlotte, North Carolina, and known as Providence Square Apartments
(the "Property") (said Agreement of Sale is hereinafter referred to as the
"Agreement"); and
B. WHEREAS, Purchaser and Seller have heretofore entered into that
certain Agreement dated as of October 17, 1996, providing for the sale by
Seller to Purchaser of certain personal property located at the Property (the
"Personal Property") (said Agreement is hereinafter referred to as the
"Personal Property Agreement"); and
C. WHEREAS, the parties heretofore desire to amend the terms and
conditions of the Agreement in certain respects, in accordance with the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the recitals set forth above, the
covenants and agreements hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
all parties, Purchaser and Seller hereby agree as follows:
1. Preambles. The Preambles to this Amendment are fully incorporated
herein by this reference thereto with the same force and effect as through
restated herein.
2. Defined Terms. To the extent not otherwise defined herein to the
contrary, all capitalized terms and/or phrases used in this Amendment shall
have the respective meanings ascribed to them in the Agreement, as modified
hereby.
3. Closing/Event of Default. Notwithstanding anything to the contrary
contained in the Agreement or the Personal Property Agreement, the conveyance
of the Personal Property shall occur simultaneously with the Closing on the
Closing Date through an Escrow with Title Insurer. In the event that Seller
fails to deliver a Special Warranty Xxxx of Sale to the Purchaser conveying the
Personal Property to Purchaser on the Closing Date, in accordance with the
provisions of the Personal Property Agreement, said failure shall be deemed a
"Seller's Default", and the provisions of paragraph 11 of this Agreement shall
apply. In the event that Purchaser fails to deliver the purchase price for the
Personal Property to Seller on the Closing Date in accordance with the
provisions of the Personal Property Agreement, said failure shall be deemed a
"Purchaser's Default", and the provisions of paragraph 10 of this Agreement
shall apply.
4. Miscellaneous. (a) Except as may be expressly set forth herein to
the contrary, the Agreement remains unmodified and all of the terms and
conditions of the Agreement shall remain in full force and effect.
Notwithstanding anything to the contrary contained herein, to the extent that
the terms and conditions of this Amendment conflict with the terms and
conditions of the Agreement, this Amendment shall control.
b. This Amendment shall be governed and construed under the laws of the
State of North Carolina.
IN WITNESS WHEREOF, the parties hereto have put their hand and seal as of
the date first set forth above.
PURCHASER:
GROUP ONE INVESTMENTS, INC., an Illinois
corporation
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Its: President
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SELLER:
000 XXXXXXXXXX XXXXXX LIMITED
PARTNERSHIP, an Illinois limited partnership
By: Balcor Current Income Partners-85, Inc., an
Illinois corporation, its general partner
By: /s/ Xxxx X. Xxxxxx, Xx.
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Name:
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Its: President
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