FIFTH AMENDMENT TO AGREEMENT OF SALE
This Fifth Amendment to Agreement of Sale (this "Amendment") is made and
entered into on this 22nd day of January, 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; and (iv) a Fourth
Amendment to Agreement of Sale on the 13th day of December, 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. 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. Inspection and As-Is Condition: The first paragraph within Paragraph
7.1 of the Agreement is hereby deleted in its entirety 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 23, 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."
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. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
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Its. Authorized representative
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