AMENDMENT TO PURCHASE AGREEMENT
RE: PROJECT 45
THIS AGREEMENT is entered into between ANGELES PARTNERS XIV, a California
Limited Partnership (Seller), MILLER VALENTINE PARTNERS, LTD. or MID-STATES
DEVELOPMENT CO. (original Purchaser), and MILLER VALENTINE REALTY, INC., an Ohio
corporation (Purchaser) as of the _____ day of _______________, 1996, for the
purpose of amending that certain Purchase Agreement entered into between Seller
and Original Purchaser, dated _________________, 199____ (the Contract) which
relates to the purchase and sale of the property commonly referred to as Project
45 located 3904 Image Drive, Vandalia, Ohio. All words and terms used herein
shall have the same meaning as ascribed to them in the Contract.
1. The original Purchaser hereby assigns all of its interest in and to
the Contract to Purchaser. Seller consents to this assignment. All references
in the Contract and in this Amendment to the Purchaser shall mean Miller
Valentine Realty, Inc. (or its assignee).
2. Section 2, Purchase Price of the Contract, is hereby deleted and
substituted in the place thereof the following:
Section 2. Purchase Price
2.1 Purchase Price. The total purchase price (Purchase
Price) shall be a sum of money equal to (i) the principal, interest
and any other sums necessary to be paid to satisfy in full and to
obtain the release of the security for that certain obligation
(Prudential Obligation) owed to the Prudential Insurance Company of
America, which obligation is secured by, among other things, that
certain mortgage recorded on February 16, 1979 at mortgage
microfiche 79-179D09 of the mortgage records of the Montgomery
County, Ohio Recorder s Office and (ii) the unpaid principal (but
not accrued interest) owing on that certain obligation (Mid-States
Obligation) owed to Mid-States Development Company, which obligation
is secured by, among other things, that certain mortgage recorded on
December 20, 1985 at microfiche 85-1841B04 (and as the same may have
been amended from time to time) of the mortgage records of the
Montgomery County, Ohio Recorder s Office. The Purchase Price is
currently estimated to be $2,651,658 based upon a payoff balance of
the Prudential Obligation as of January 31, 1996 of $1,040,620 and
the principal balance of the Mid-States Obligation as of January 31,
1996 of $1,611,038.
2.2 The Purchaser shall be responsible for obtaining the
release of the mortgage and other documents securing the Mid-States
Obligation (even though the sum available to Mid-States Development
company from the proceeds of closing do not satisfy in full the Mid-
States Obligation) upon payment to Mid-States Development Company
from the Purchase Price of the unpaid principal balance of the Mid-
States Obligation as the same may exist at the time of closing. In
addition, Purchaser agrees to release any lien which it may hold on
the Property even though it will receive none of the Purchase Price
at closing.
2.3 This Agreement provides for certain adjustments to the
Purchase Price and other payments to be made by Seller, including,
but not limited to, those provided in 4.2 (survey), 9.1 (real
estate taxes, 9.2 (rents), 9.3 (security deposits), 13
(commissions), and 16 (Seller s expenses). Purchaser agrees to
loan sufficient funds to Seller in order for the transaction
contemplated hereby to be completed. Such loan shall be treated as
advanced under that certain loan agreement between Seller and
Purchaser dated March 2, 1992 and secured by, among other things,
the Mortgage recorded on March 4, 1992 at Microfiche 92-650D02 of
the mortgage records of the Montgomery County, Ohio Recorder s
Office.
2.4 Notwithstanding anything to the contrary provided herein,
Purchaser shall, in addition to the Purchase Price, pay the sum of
$5,000 to Seller as a consultation fee for services provided by
Seller to and for the benefit of Purchaser in connection with
Purchaser s evaluation of the Property.
3. Section 7.1 is amended to provide the closing shall occur on or
before May 1, 1996.
4. Notwithstanding any other provision of the Contract or this
Amendment to the contrary, Purchaser may assign all of its rights and
obligations under and to the Contract as amended hereby to any entity affiliated
with the Miller Valentine Group.
5. The Contract as amended hereby remains in full force and effect.
PURCHASER:
MILLER VALENTINE REALTY, INC.
By: /s/ James M. Miller
Its: Chief Executive Officer
Date: February 13, 1996
SELLER:
ANGELES PARTNERS XIV, a California
partnership
By: ANGELES REALTY CORPORATION, II,
its general partners
By: /s/ Robert D. Long, Jr.
Its: Vice President/CAO
Date:
ORIGINAL PURCHASER:
MID-STATES DEVELOPMENT CO.
By: /s/ James M. Miller
Its: General Partner
Date: February 13, 1996
and
MILLER VALENTINE PARTNERS, LTD.
By: /s/ James M. Miller
Its: Senior Partner
Date: February 13, 1996
ASSIGNMENT OF PURCHASE CONTRACT
(Project 45)
For value received, Miller Valentine Realty, Inc. hereby assigns to Mid-
States Development Company, an Ohio general partnership, all of its right, title
and interest in and to that certain Purchase Agreement RE: Project 45 dated
February 7, 1996 (Purchase Agreement), wherein Angeles Partners XIV is Seller,
as the same has been amended by the Amendment to Purchase Agreement Re: Project
45.
Mid-States Development Company hereby assumes and agrees to perform all of
the obligations of Miller Valentine Realty, Inc. under the Purchase Agreement.
MID-STATES DEVELOPMENT COMPANY MILLER VALENTINE REALTY, INC.
By: /s/ William J. Schneider By: /s/ James M. Miller
Its: General Partner Its: Chief Executive Officer
Date: April 4, 1996 Date: April 4, 1996