SECOND AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT
THIS SECOND AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT (this
"Second Amendment") is made and entered into as of the 12th day of September,
1996, between between P.C. CENTER LIMITED PARTNERSHIP, an Illinois limited
partnership ("Seller") and PARKWAY COMMERCE CENTER, LTD., a Florida limited
partnership ("Purchaser")
W I T N E S S E T H:
WHEREAS, Seller and Purchaser are parties to that certain Agreement of
Sale entered into as of August 13, 1996 (as heretofore amended, the "Original
Agreement"), pursuant to which Seller agreed to sell to Purchaser, and
Purchaser agreed to purchase from Seller, the "Property" (as defined in the
Original Agreement);
WHEREAS, pursuant to the Original Agreement Seller and Purchaser entered
into that certain Escrow Agreement, dated August 13, 1996 (as heretofore
amended, the "Escrow Agreement"); and
WHEREAS, Seller and Purchaser now desire to amend the Original Agreement
and the Escrow Agreement pursuant to the terms and provisions set forth herein.
NOW, THEREFORE, for and in consideration of the premises and mutual
agreements contained herein, the payment of Ten and No/100 Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Seller, Purchaser and Escrow Agent agree that the Original
Agreement and the Escrow Agreement are amended as follows:
1. All capitalized terms used in this Amendment, to the extent not
otherwise expressly defined herein, shall have the same meanings ascribed to
such terms in the Original Agreement.
2. Lines three (3) and four (4) of Paragraph 1 of the Original Agreement
are hereby deleted, and the following is hereby inserted in lieu thereof:
"acknowledged, Purchaser agrees to purchase and Seller agrees to sell at a
price of Six Million Fifty Thousand And No/100 Dollars ($6,050,000.00) subject
to adjustments hereinafter".
3. Lines two (2) and three (3) of Paragraph 2.2 of the Original
Agreement are hereby deleted and the following is hereby inserted in lieu
thereof: "terms of Paragraph 7 herein, on or before 5:00 p.m. Chicago time on
September 17, 1996 Purchaser shall deliver to Title Insurer".
4. The words "August 30, 1996" are hereby deleted from the first line of
Paragraph 3 of the Escrow Agreement and the following is hereby inserted in
lieu thereof: "September 17, 1996".
5. The words "September 16, 1996" are hereby deleted from the second
line of Paragraph 25 of the Original Agreement and the following is hereby
inserted in lieu thereof: "October 18, 1996"
6. Purchaser hereby acknowledges that it has completed its due diligence
inspection of the Property and that the Inspection Period has expired. From
and after the date of this Second Amendment, Purchaser shall have no option,
pursuant to the terms of Paragraph 7 of the Agreement, to terminate the
Agreement.
7. Notwithstanding the terms and provisions of Paragraph 6 of this
Second Amendment, Purchaser shall not be obligated to close the transaction
contemplated under the Original Agreement in the event that an updated survey
of the Property prepared by McLaughlin Engineering Co. discloses that any
permanent improvements on the property violate any setback requirements as
disclosed by any existing plats or zoning regulations related to the Property.
8. Seller shall provide Purchaser with a credit at Closing in the amount
of One Hundred Thousand and No/100 Dollars ($100,000.00) related to capital
improvements at the Property.
9. The Legal Description of the Property, as set forth on Exhibit A of
the Original Agreement, is amended to include Parcel V as set forth on Exhibit
A-1 attached hereto and made a part hereof.
10. Except as amended herein, the terms and conditions of the Original
Agreement and the Escrow Agreement shall continue in full force and effect and
are hereby ratified in their entirety.
11. This Amendment may be executed in multiple counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same
agreement.
12. The parties hereto agree and acknowledge that a facsimile copy of any
party's signature on this Second Amendment shall be enforceable against such
party as an original.
Purchaser and Seller hereby agree and acknowledge that this Second Amendment
shall be enforceable and binding as between the two parties notwithstanding the
lack of Escrow Agent's execution hereof.
Executed as of the date first written above.
SELLER:
P.C. CENTER LIMITED PARTNERSHIP, an Illinois limited
partnership
By: Parkway Commerce Center Partners, Inc., an
Illinois corporation, its general partner
By: /s/ James E. Mendelson
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Name: James E. Mendelson
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Its: Authorized Rep
PURCHASER:
PARKWAY COMMERCE CENTER, LTD., a Florida limited
partnership
By: Adler PCC, Inc. its general partner
By: /s/ Joel Levy
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Name: Joel Levy
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Its: Executive Vice President
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ESCROW AGENT:
FIRST AMERICAN TITLE INSURANCE COMPANY
By:
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Name:
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Its:
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