THIRD AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT
THIS THIRD AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT (this
"Amendment") is made and entered into as of this 11th day of June, 1997, by and
between AMBASSADOR VIII, L.P., a Delaware limited partnership ("Purchaser") and
PARK COLONY INVESTORS, an Illinois limited partnership ("Seller").
WITNESSETH:
WHEREAS, Seller and Purchaser are parties to that certain Agreement of
Sale, dated as of April 30, 1997 (the "Original Agreement"), that certain First
Amendment to Agreement of Sale dated May 6, 1997 (the "First Amendment") and
that certain Second Amendment to Agreement of Sale dated June 4, 1997 (the
"Second Amendment") (as amended the Original Agreement is hereinafter 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;
WHEREAS, Seller and Purchaser entered into that certain Escrow Agreement
dated as of May 7, 1997 (the "Escrow Agreement") with respect to the
transaction contemplated by the Agreement; and
WHEREAS, Seller and Purchaser desire to amend the Agreement and the Escrow
Agreement in accordance with the terms of this Amendment.
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. All references to the term "Closing Date" in the Agreement shall mean July
15, 1997, or any earlier date designated by Purchaser upon no less than five
(5) business days prior written notice to Seller; provided, however, that in
the event that Purchaser designates a Closing Date prior to July 1, 1997, then
Paragraphs 4, 5 and 6 of this Amendment shall be deleted and the references to
the dates contained therein shall remain as originally stated in the Agreement
and the Escrow Agreement, respectively.
3. Purchaser agrees to deposit $200,000.00 with the Escrow Agent as additional
xxxxxxx money concurrently herewith. Such sum shall be included within the
definition of Xxxxxxx Money for which Purchaser shall receive a credit at
Closing. Moreover, Seller and Purchaser hereby direct Escrow Agent to
immediately release $200,000.00 of the currently existing Xxxxxxx Money to
Seller pursuant to wiring instructions to be provided by Seller. After the
release of such $200,000.00 and the deposit of the additional $200,000.00 by
Purchaser, the total Xxxxxxx Money for this transaction will be $600,000.00
($400,000.00 held by Escrow Agent and $200,000.00 released to Seller) Purchaser
shall receive a credit at Closing for the entire Xxxxxxx Money and all interest
earned thereon. Notwithstanding anything to the contrary contained in the
Agreement, if Purchaser is entitled to a return of the Xxxxxxx Money, all of
the Xxxxxxx Money (regardless of who holds it) will be paid to Purchaser.
4. All references to "July 31, 1997" in Paragraph 12.3 and Paragraph 16.4 of
the Agreement and Paragraphs 7, 8 and 9 in the Escrow Agreement shall change to
"September 1, 1997."
5. All references to "August 1, 1997" in Paragraph 7 of the Escrow Agreement
shall change to "September 2, 1997."
6. All references to "August 11, 1997" in Paragraph 10 in the Escrow Agreement
shall change to "September 12, 1997."
7. Except as amended hereby, the Agreement and the Escrow Agreement shall be
and remain unchanged and in full force and effect in accordance with its terms.
8. 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
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, the parties have executed this Amendment as of the
date first set forth above.
PURCHASER:
AMBASSADOR VII, L.P., a Delaware limited
partnership
By: Ambassador VIII, Inc.,, a Delaware
corporation
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
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Its: President
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SELLER:
PARK COLONY INVESTORS,
an Illinois limited partnership
By: Balcor Partners-84II, Inc., a Delaware
corporation, its general partner
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
---------------------------------
Its: Managing Director
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