AMENDMENT NO. 2 TO AGREEMENT OF SALE
THIS AMENDMENT NO. 2 TO AGREEMENT OF SALE (this "Amendment") is dated as
of February 28, 1997 by and between GROUP ONE INVESTMENTS, INC., an Illinois
corporation ("Purchaser"), and 3655 PEACHTREE LIMITED PARTNERSHIP, an Illinois
limited partnership ("Seller").
WITNESSETH
A. WHEREAS, Purchaser and Seller have heretofore entered into that
certain Agreement of Sale dated as of February 26, 1997, as amended by that
certain Amendment No. 1 to Agreement of Sale dated as of February 26, 1997,
providing for the sale by Seller to Purchaser of certain real property and
other related property located in Duluth, Georgia and known as the Xxxxxx
Station Apartments (the "Property") (said Agreement of Sale, as amended by
Amendment No. 1 thereto, is hereinafter referred to as the "Agreement:); and
B. WHEREAS, Purchaser and Seller have heretofore entered into that
certain Agreement dated as of February 26, 1997 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 agreement 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 though
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. Extension of Financing Contingency. Paragraph 9 of the Agreement is
amended to provide that the expiration of the Financing Contingency shall be
extended from February 28, 1997 to March 21, 1997, and that all references to
the Financing Contingency in both the Agreement and the Personal Property
Agreement shall mean March 21, 1997.
4. Extension of Closing Date. Paragraph 8 of the Agreement is amended to
provide that the Closing Date shall be extended from March 20, 1997 to April 4,
1997, and that all references to the Closing Date in both the Agreement and the
Personal Property Agreement shall mean April 4, 1997.
5. Survival of Representations and Warranties. Paragraph 17.5 of the
Agreement is amended to provided that the survival period applicable to
Seller's representations and warranties contained in the Agreement shall
continue through and including 5:00 p.m. CDT in June 29, 1997 rather than
ninety (90) days after the Closing Date.
6. Miscellaneous. 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 extend that the terms and
conditions of this Amendment conflict with the terms and conditions of the
Agreement, this Amendment shall control.
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:
3655 PEACHTREE LIMITED PARTNERSHIP,
an Illinois limited partnership
By: 3655 Peachtree, Inc., an Illinois
corporation, its 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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