Second Amendment to Real Estate Purchase and Sale Agreement between Dayton Superior Corporation and STAG Capital Partners, LLC

Summary

Dayton Superior Corporation and STAG Capital Partners, LLC have agreed to amend their original Real Estate Purchase and Sale Agreement. This amendment updates the allocation of the purchase price for four properties in Kansas, Ohio, and Illinois, and extends the closing date to October 11, 2005. All other terms of the original agreement remain unchanged and in effect. Both parties have agreed to these changes as of September 30, 2005.

EX-10.1.2 4 l16444aexv10w1w2.txt EX-10.1.2 2ND AMENDMENT TO REAL ESTATE PURCHASE & SALES AGREEMENT EXHIBIT 10.1.2 SECOND AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT This Second Amendment to Real Estate Purchase and Sale Agreement (this "Amendment") is entered into as of September 30, 2005 by and between Dayton Superior Corporation (the "Seller") and STAG Capital Partners, LLC (the "Purchaser"). BACKGROUND A. Seller and Purchaser entered into a Real Estate Purchase and Sale Agreement with an Effective Date of August 2, 2005 (as amended by that certain First Amendment to Real Estate Purchase Agreement dated as of August 31, 2005, the "P&S Agreement") concerning certain premises located at 1900 Wilson, Parsons, Kansas, 721 Richard Street, Miamisburg, Ohio, 636 South 66th Terrace, Kansas City, Kansas and 625 Crane Street, Aurora, Illinois. B. Seller and Purchaser wish to ratify and amend the P&S Agreement as provided below. C. Capitalized terms used herein without definition have the meanings given to them in the P&S Agreement. AGREEMENT NOW THEREFORE, for valuable consideration, the Seller and Purchaser agree as follows: 1. Section 8.6 of the P&S Agreement is hereby deleted in its entirety and replaced with the following: SECTION 8.6. PURCHASE PRICE ALLOCATION. The Purchase Price shall be allocated as follows: ~~Parsons Property: $2,500,000 Ohio Property: $4,100,000 Kansas City Property: $2,100,000 Illinois Property: $3,300,000~~

2. The Closing Date (as defined in Section 2.3 of the P&S Agreement) is extended to October 11, 2005, subject to extension as provided in the P&S Agreement. 3. Except as otherwise provided above, the P&S Agreement is ratified and confirmed and remains in full force and effect. 4. All references in the P&S Agreement to "this Agreement" shall mean the P&S Agreement as amended by this Amendment. 5. This Amendment may be executed by facsimile and in counterparts and it shall be sufficient that the signature of each party appear on one or more of such counterparts. EXECUTED under seal as of the date first above written. SELLER: Dayton Superior Corporation By: /s/ Mark K. Kaler ------------------------------------ Name: Mark K. Kaler ---------------------------------- Title: Vice President, Strategic Planning --------------------------------- PURCHASER: STAG Capital Partners, LLC By: /s/ Benjamin S. Butcher ------------------------------------ Name: Benjamin S. Butcher Title: Manager