Fourth Amendment to Purchase and Sale Agreement between Murray Income Properties II, Ltd. and Iron Mountain Records Management, Inc.

Summary

This amendment updates the original Purchase and Sale Agreement between Murray Income Properties II, Ltd. (Seller) and Iron Mountain Records Management, Inc. (Purchaser). It extends the approval period to November 27, 2000, and sets the closing date for December 1, 2000. The Purchaser's right to terminate is now limited to specific conditions related to receiving an indemnity agreement or lender approval. All other terms of the original agreement remain unchanged.

EX-10.5 6 d82672ex10-5.txt FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT 1 EXHIBIT 10.5 FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT This Fourth Amendment to Purchase and Sale Agreement ("Fourth Amendment") is entered into as of the 17th day of November, 2000, between MURRAY INCOME PROPERTIES II, LTD., a Texas limited partnership ("Seller"), and IRON MOUNTAIN RECORDS MANAGEMENT, INC., a Delaware corporation ("Purchaser"). WHEREAS, Seller and Purchaser heretofore entered into that certain Purchase and Sale Agreement dated effective as of September 25, 2000, as amended by that certain Amendment to Purchase and Sale Agreement dated October 25, 2000, and as further amended by that certain Second Amendment to Purchase and Sale Agreement dated November 2, 2000, and as further amended by that certain Third Amendment to Purchase and Sale Agreement dated November 10, 2000 (said agreement as amended is hereinafter called the "Agreement"), and now desire to further amend the Agreement in certain respects. NOW THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows: 1. Terms used herein with their initial letters capitalized shall have the same meanings as set forth in the Agreement unless otherwise indicated in this Fourth Amendment. 2. The Approval Period as set forth in Section 1.1 of the Agreement shall be extended to and terminate at 5:00 p.m., Dallas, Texas time on November 27, 2000. 3. For purposes of Purchaser's Termination Option as set forth in Section 5.1.1 of the Agreement, Purchaser hereby accepts and approves all matters relating to the Property, and Purchaser shall have the right to terminate the Agreement pursuant to Section 5.1.1 of the Agreement solely for the following reasons: (i) Purchaser does not receive a Purchaser Indemnity Agreement as set forth in Section 7.12 of the Agreement in form and substance satisfactory to Purchaser within the Approval Period, or (ii) Purchaser's lender fails to approve of Purchaser's synthetic lease form during the Approval Period. 4. The Closing Date as set forth in Section 1.1 of the Agreement shall be December 1, 2000, at 10:00 a.m., Dallas Texas, Time. 5. Except as provided herein, the terms and provisions of the Agreement shall remain unchanged and shall remain in full force and effect. 6. This Fourth Amendment may be executed in a number of identical counterparts, which, when taken together, shall constitute collectively one (1) agreement; in making proof of this Fourth Amendment, it shall not be necessary to produce or account for more than one such counterpart with each party's signature. IN WITNESS WHEREOF, this Fourth Amendment is executed as of the date first above written. 2 PURCHASER: IRON MOUNTAIN RECORDS MANAGEMENT, INC. a Delaware corporation By: /s/ Garry B. Watzke ------------------------------------- Name: Garry B. Watzke Title: Vice President SELLER: MURRAY INCOME PROPERTIES II, LTD., a Texas limited partnership By: Murray Realty Investors IX, Inc., a Texas corporation General Partner By: /s/ Mitchell Armstrong --------------------------------- Name: Mitchell Armstrong Title: President