SECOND AMENDMENT TO AGREEMENT OF SALE
This Amendment to Agreement of Sale (this "Amendment") is made and entered
on this 8th day of November, 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").
A. The Purchaser and the Seller previously entered into an Amendment to the
Agreement on the 9th day of October, 1996.
A. 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 November 30, 1996 (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 and year-to-date 1996
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 December 10, 1996
(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
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Its: Chief Executive Officer
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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/ Xxxx X. Xxxxxx, Xx.
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Name: Xxxx X. Xxxxxx, Xx.
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Its: Sr. Vice President
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