SECOND AMENDMENT TO AGREEMENT OF SALE
THIS SECOND AMENDMENT TO AGREEMENT OF SALE (this "Amendment") is entered
into as of the 13th day of November, 1996, by and between COLONY
APARTMENTS/CHAPEL HILL LIMITED PARTNERSHIP, a Maryland limited partnership
("Purchaser"), and COLONY LIMITED PARTNERSHIP, an Illinois limited partnership.
W I T N E S S E T H:
R-1. Purchaser and Seller are parties to that certain Agreement of Sale
dated as of September 26, 1996, as amended by that certain First Amendment to
Agreement of Sale dated as of October 25, 1996 (as amended, the "Contract"),
with respect to the purchase and sale of that certain parcel of real property
and the improvements situated thereon known as Colony Apartments located at
1250 Ephesus Church Road, Chapel Hill, North Carolina, as more particularly
described in the Contract.
R-2. Purchaser and Seller now desire to further amend the Contract as more
particularly set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and/or other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Purchaser agree as
follows:
1. Incorporation of Recitals; Capitalized Terms. The Recitals set
forth above are hereby incorporated herein to the same extent as if fully set
forth herein. Any capitalized term not otherwise defined herein shall have the
meaning ascribed to it in the Contract.
2. Closing Date. Section 8.1 of the Contract is hereby amended to
provide that Closing shall be on the later to occur of (i) November 26, 1996 or
(ii) three (3) business days after receipt from the Federal Housing
Commissioner of written approval to the sale of the Property and the prepayment
of the existing financing encumbering the Property (the "Closing Date").
3. Ratification of Contract. Except as modified by this Amendment,
all of the terms and provisions of the Contract are hereby ratified and
confirmed by Seller and Purchaser and shall remain in full force and effect.
4. Counterparts. To facilitate execution, this Amendment may be
executed in as many counterparts as may be required; and it shall not be
necessary that the signature of each party, or that the signature of all
persons required to bind any party, appear on each counterpart; but it shall be
sufficient that the signature of of each party, or that the signatures of the
persons required to bind any party, appear on one or more of such counterparts.
All counterparts shall collectively constitute a single agreement.
IN WITNESS WHEREOF, and intending to be legally bound, the undersigned parties
have duly executed this Amendment under seal on the dates indicated below
beneath their respective signatures.
WITNESS: SELLER:
COLONY LIMITED PARTNERSHIP, an
Illinois limited partnership
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By: Colony Partners, Inc.
an Illinois corporation,
its general partner
By: /s/ James E. Mendelson
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Name: James E. Mendelson
Its: Authorized Representative
PURCHASER:
COLONY APARTMENTS-CHAPEL HILL
LIMITED PARTNERSHIP, a Maryland
limited partnership
By: Tar Heel Investments, LLC,
a Maryland limited liability company
By: /s/ Victor Rosenberg
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Name: Victor Rosenberg
Its: Member