FOURTH AMENDMENT TO REAL ESTATE SALE AGREEMENT
[Prentice Plaza, Englewood, Colorado]
THIS FOURTH AMENDMENT TO REAL ESTATE SALE AGREEMENT (this "Amendment") is
made as of the 14th day of June, 1999, by and between First Capital Prentice
Avenue Associates, an Illinois joint venture ("Seller") and Gateway Canyon,
Inc., a California corporation ("Purchaser").
WHEREAS, Seller and Invesco Realty Advisors, Inc. ("Invesco") are parties
to a Real Estate Sale Agreement dated as of March 19, 1999 (as amended from time
to time, the "Purchase Agreement"), as amended by that certain (a) First
Amendment to Real Estate Sale Agreement dated as of March 29, 1999, (b) Second
Amendment to Real Estate Sale Agreement dated as of April 9, 1999, (c)
Reinstatement of, and Third Amendment to, Real Estate Sale Agreement dated as of
May 11, 1999, (d) side letter dated May 20, 1999, executed by Seller and
Purchaser, and (e) letter from Mary J. Garnett of Jones, Day, Reavis and Pogue
to Daniel Acosta of Rosenberg & Liebentritt, P.C., dated June 8, 1999. All
capitalized terms which are used but not defined in this Amendment shall have
the same respective meanings ascribed to such terms in the Purchase Agreement.
WHEREAS, Invesco assigned its rights, interests and obligations under the
Purchase Agreement to Purchaser pursuant to an Assignment and Assumption of Real
Estate Sale Agreement dated June 7, 1999.
WHEREAS, Seller and Purchaser desire to amend the Purchase Agreement as
more particularly set forth below.
NOW, THEREFORE, in consideration of the Purchase Agreement, the mutual
covenants and agreements therein and hereinafter set forth, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties hereto, Seller and Purchaser agree as follows:
1. Pre-Disclosure Right to Terminate. Purchaser shall have the right to
terminate the Purchase Agreement on or before June 18, 1999, with respect to the
Pre-Closing Disclosure made in that certain letter dated June 10, 1999, from
Seller's counsel to Purchaser's counsel.
2. Closing. The Closing is hereby extended until June 21, 1999.
3. Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which shall be deemed to be an original, and all of such counterparts shall
constitute one agreement. To facilitate execution of this Amendment, the parties
may execute and exchange by telephone facsimile counterparts of the signature
pages.
4. Effect of Amendment. Except as expressly amended hereby, the Purchase
Agreement shall remain in full force and effect and otherwise unmodified.
IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this
Amendment as of the date first above written.
SELLER:
FIRST CAPITAL PRENTICE AVENUE ASSOCIATES, an
Illinois joint venture
By: First Capital Income Properties, Ltd. --
Series XI, an Illinois limited partnership,
joint venturer
By: First Capital Financial Corporation,
as General Partner
By:
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Name:
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Title:
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By: First Capital Income and Growth Fund --
Series XII, an Illinois limited
partnership, joint venturer
By: First Capital Financial Corporation,
as General Partner
By:
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Name:
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Title:
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PURCHASER:
GATEWAY CANYON, INC., a California corporation
By:
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Name:
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Title:
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4. Escrow for TI Allowance and Expansion Space Rent. At Closing, Seller
shall escrow a total of $136,605.52 with the Title Company for a period of one
(1) year after the date of Closing, which escrow shall be held and disbursed by
Title Company in accordance with an escrow agreement by and between Title
Company, Seller and Purchaser. Said escrow agreement shall provide among other
things for (a) monthly disbursements in the amount of $2,114.13, so long as
Avatech Solutions of Colorado, Inc., its successors or assigns (collectively,
"Avatech") do not pay rent on Suite 314 of the Property (the "Expansion Space")
on or before the fifteenth date of each calendar month, (b) disbursements to
Purchaser not to exceed $111,236 for any money spent by Purchaser on tenant
improvements for the Expansion Space, provided Purchaser provides evidence of
amounts spent on such tenant improvements, and (c) disbursement to Seller one
(1) year after the Closing Date of any amounts remaining in the escrow.
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