FOURTH AMENDMENT TO AGREEMENT OF SALE
This Fourth Amendment to Agreement of Sale (this "Amendment") is made and
entered on this 13th day of December, 1996, by and between Storage Trust
Properties, L.P., a Delaware limited partnership ("Purchaser"), and Xxxxx Mill
Road Partners, an Illinois limited partnership ("Seller"). This Amendment is
made in view of the following facts:
A. The Purchaser and the Seller previously entered into that certain
Agreement of Sale entered into as of the 26th day of September, 1996 (the
"Agreement")
B. The Purchaser and the Seller previously entered into (i) an Amendment to
the Agreement on the 9th day of October, 1996; and (ii) a Second Amendment to
Agreement of Sale on the 8th day of November, 1996; and (iii) a Third Amendment
to Agreement of Sale on the 26th day of November, 1996.
C. The Purchaser and the Seller desire to amend the Agreement on this date in
order to extend the Agreement and to alter certain dates contained within the
Agreement.
NOW, THEREFORE, in consideration of the promises and conditions herein
contained, and in view of the foregoing recital of facts, the parties hereto
agree as follows:
1. Capitalized Terms: Unless otherwise defined herein, capitalized terms
shall have the same meanings ascribed to them within the Agreement.
2. Inspection and As-Is Condition: The first paragraph within Paragraph
7.1 of the Agreement is hereby deleted in its entirely and the following
provision is substituted in its place:
"7.1 During the period commencing on July 29, 1996, and ending at 5:00
p.m. Chicago time on January 22, 1997 (said period being herein referred
to as the "Inspection Period"), Purchaser and the agents, engineers,
employees, contractors and surveyors retained by Purchaser may enter upon
the Property, at any reasonable time and upon reasonable prior notice to
Seller, to inspect the Property, including a review of leases located at
the Property, and to conduct and prepare such studies, tests and surveys
as Purchaser may deem reasonably necessary and appropriate. In connection
with Purchaser's review of the Property, Seller agrees to deliver to
Purchaser copies of the current rent roll for the Property, the most
recent tax and insurance bills, utility account numbers, service
contracts, and unaudited year-end 1995, 1996, and year-to-date 1997
operating statements."
3. Closing. Paragraph 8 of the Agreement is hereby deleted in its
entirety and the following provision is substituted in its place:
"The closing of this transaction (the "Closing") shall be on January
30, 1997 (the "Closing Date"), at the office of Title Insurer, Atlanta,
Georgia, at which xxxx Xxxxxx shall deliver possession of the Property to
Purchaser. This transaction shall be closed through an escrow with Title
Insurer, in accordance with the general provisions of the usual and
customary form of deed and money escrow for similar transactions in
Georgia, or at the option of either party, the Closing shall be a "New
York style" closing at which the Purchaser shall wire the Purchase Price
to Title Insurer on the Closing Date and prior to the release of the
Purchase Price to Seller, Purchaser shall receive the Title Policy or
marked up commitment dated the date of the Closing Date. In the event of
a New York style closing, Seller shall deliver to Title Insurer any
customary affidavit in connection with a New York style closing. All
closing and escrow fees shall be divided equally between the parties
hereto."
Except as amended hereby, the terms and conditions of the Agreement as
previously amended shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
Storage Trust Properties, L.P.,
a Delaware limited partners, ("Purchaser")
By: Storage Trust Realty, a Maryland real estate
investment trust, its sole general partner
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Its: Chief Executive Officer
Xxxxx Mill Road Partners,
an Illinois limited partnership, ("Seller")
By: Balcor Current Income Partners-85,
an Illinois general partnership,
its general partner
By: The Balcor Company,
a Delaware corporation, a partner
By: /s/ Xxxxxx Charleston
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Name:
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Its: Authorized Agent
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