AMENDMENT NO. 1 TO AGREEMENT OF SALE
THIS AMENDMENT NO. 1 TO AGREEMENT OF SALE (this "Amendment") is dated as
of February 26, 1997, by and between GROUP ONE INVESTMENTS, INC., an Illinois
corporation ("Purchaser") and PEACHTREE LIMITED PARTNERSHIP, an Illinois
limited partnership ("Seller").
W I T N E S S E T H:
A. Purchaser and Seller have heretofore entered into that certain
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 ▇▇▇▇▇▇ Station Apartments (the "Property")
(said Agreement of Sale is hereinafter referred to as the "Agreement"); and
B. 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. 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 ▇▇▇▇ 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 12 of the 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 Georgia.
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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name:
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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/ ▇▇▇▇▇▇ ▇. Charleston
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Name: ▇▇▇▇▇▇ ▇. Charleston
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Its: Authorized Agent
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