EIGHTH AMENDMENT TO AGREEMENT OF SALE
This Eighth Amendment to Agreement of Sale (this "Amendment") is made and
entered into on this 19th day of February, 1997, 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:
Recitals of Fact
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; (ii) a Second Amendment to
Agreement of Sale on the 8th day of November, 1996; (iii) a Third Amendment to
Agreement of Sale on the 26th day of November, 1996; (iv) a Fourth Amendment to
Agreement of Sale on the 13th day of December, 1996; (v) a Fifth Amendment to
Agreement of Sale on the 22nd day of January 1997; (vi) a Sixth Amendment to
Agreement of Sale on the 23rd day of January, 1997; and (vii) a Seventh
Amendment to Agreement of Sale on the 17th day of February, 1997.
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. The above recitals of fact are incorporated as substantive provisions
of this Amendment.
2. Capitalized Terms: Unless otherwise defined herein, capitalized terms
shall have the same meanings ascribed to them within the Agreement.
3. Survey: The following sentence is hereby added to the end of
Paragraph 3.2 of the Agreement.
"Purchaser hereby acknowledges that: (i) Purchaser has received the Updated
Survey; and (ii) all matters disclosed by the Updated Survey are acceptable to
Purchaser, except matters related to the encroachments over set back lines
(collectively, the "Existing Exceptions").
4. Inspection and As-Is Condition:
a. The first paragraph within Paragraph 7.1 of the Agreement is hereby
deleted and the following provision is substituted in its place.
"7.1 The period commencing on July 29, 1996, and ending at 5:00 p.m. Chicago
time on February 20, 1997, shall be herein referred to as the "Inspection
Period". Purchaser and the agents, engineers, and surveyors retained by
Purchaser may enter upon the Property, at any reasonable time and upon
reasonable prior notice to Seller, to finalize a survey of the Property.
b. The fourth paragraph within Paragraph 7.1 of the Agreement is hereby
deleted in its entirety and the following provision is substituted in its
place:
"Solely in the event that, in the reasonable discretion of Purchaser, any
matter related to the Existing Exceptions has a materially adverse effect on
the use or value of the Property, then Purchaser shall have the right to
terminate this Agreement by giving written notice of such termination to Seller
at any time prior to the expiration of the Inspection Period with respect to
the above-described Existing Exceptions. If written notice is not given by
Purchaser pursuant to this Paragraph 7.1 prior to the expiration of the time
periods set forth in the previous sentence, then the right of Purchaser to
terminate this Agreement pursuant to this paragraph 7.1 shall be waived. If
Purchaser terminates this Agreement by written notice to Seller in accordance
with this Paragraph 7.1, (i) Purchaser shall promptly deliver to Seller copies
of all studies, reports and other investigations obtained by Purchaser in
connection with its due diligence during the Inspection Period; and (ii) the
Xxxxxxx Money deposited by Purchaser shall be immediately paid to Purchaser,
together with any interest earned thereon, and neither Purchaser nor Seller
shall have any right, obligation or liability under this Agreement, except for
Purchaser's obligation to indemnify Seller and restore the Property as more
fully set forth in this Paragraph 7.1. Notwithstanding anything contained
herein to the contrary, Purchaser's obligation to indemnify Seller and restore
the Property, as more fully set forth in this Paragraph 7.1, shall survive the
Closing and the delivery of the Deed and termination of this Agreement."
5. Closing: Notwithstanding anything to the contrary contained in the
Agreement, the Closing shall occur on February 26, 1997, and Closing Date shall
mean February 26, 1997.
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 partnership, ("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/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Its: Managing Director and Secretary
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