SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Second Amendment to Purchase and Sale Agreement ("Second
Amendment") is entered into as of the 2nd 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,
(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 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 10, 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
November 17, 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 Second 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 Second 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 Second Amendment is executed as of the date
first above written.
IRON MOUNTAIN RECORDS
a Delaware corporation
By: /s/ Garry B. Watzke
Name: Garry B. Watzke
Title: Vice President
MURRAY INCOME PROPERTIES II, LTD.,
a Texas limited partnership
By: Murray Realty Investors IX, Inc., a
By: /s/ Mitchell Armstrong
Name: Mitchell Armstrong