AMENDMENT TO CONVEYANCE AGREEMENT
THIS AMENDMENT TO CONVEYANCE AGREEMENT ("Amendment") is made as of August
31, 1998, by and among: (i) each of the twenty-one (21) limited partnerships
identified on Schedule 1 attached hereto and made a part hereof, each having an
office at c/o ▇▇. ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter each referred to separately as a "▇▇▇▇▇▇
Partnership" and collectively referred to as the "▇▇▇▇▇▇ Partnerships") and (ii)
The Grove Corporation ("Grove Corporation"), a Delaware corporation wholly-owned
by Grove Operating L.P., a Delaware limited partnership (hereinafter referred to
as the "Operating Partnership") , each having an office at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
WITNESSETH:
WHEREAS, the parties hereto entered into that certain Agreement, dated as of
April 22, 1998, involving the acquisition by Grove Corporation of certain
properties (the "Properties") owned by the ▇▇▇▇▇▇ Partnerships, which Agreement
has previously been amended by several letter agreements (such amended Agreement
is hereinafter referred to as the "Conveyance Agreement"); and
WHEREAS, the parties, concurrent with the execution and delivery of this
Amendment, are entering into an Agreement, dated as of August 31, 1998 (the
"Settlement Agreement"), with ▇▇▇▇▇▇ Management, Inc. and its shareholders
("Hall ▇▇▇▇▇") whereby Hall ▇▇▇▇▇ has agreed to assign all of its right, title
and beneficial interest in and to certain management agreements involving the
Properties to Grove Corporation; and
WHEREAS, it appears likely that the litigation currently involving Fabens
Building Associates (the "Fabens Litigation") will not be settled or otherwise
disposed of on terms acceptable to Grove Corporation prior to the Closing; and
WHEREAS, the parties desire to make certain clarifications to Schedule 4.1
of the Conveyance Agreement with respect to Contingent Value Distribution; and
WHEREAS, the parties have agreed that certain economic interests of the
general partners of certain of the ▇▇▇▇▇▇ Partnerships will be acquired directly
from such general partners, rather than indirectly through the ▇▇▇▇▇▇
Partnerships, as contemplated in the initial Conveyance Agreement; and
WHEREAS, the parties desire to amend the provisions of the Conveyance
Agreement in order to reflect their mutual understandings and agreements
concerning the Settlement Agreement, the Fabens Litigation, the direct
acquisition of certain of the general partners' interests and certain
clarifications to Schedule 4.1 of the Conveyance Agreement;
NOW, THEREFORE, for and in consideration of the mutual covenants and
promises herein contained, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by all of the parties,
the parties hereto agree as follows:
1. DEFERRED VALUE; DEFERRED INSTALLMENT NOTE. Any and all references in the
Conveyance Agreement to "Deferred Value" and the "Deferred Installment Note" are
hereby deleted, same being null, void and of no further force or effect. Grove
Corporation shall have no obligation to pay the Deferred Value or provide the
Deferred Installment Note.
2. SCHEDULE 2. Schedule 2 to the Conveyance Agreement is hereby deleted in
its entirety and replaced with the revised Schedule 2 attached hereto and made a
part hereof.
3. SCHEDULE 3.1. Schedule 3.1 to the Conveyance Agreement is hereby deleted
in its entirety.
4. SCHEDULE 4.1. Schedule 4.1 to the Conveyance Agreement is hereby deleted
in its entirety and replaced with the revised Schedule 4.1 attached hereto and
made a part hereof.
5. SCHEDULE 4.3. Schedule 4.3 to the Conveyance Agreement is hereby deleted
in its entirety and replaced with the revised Schedule 4.3 attached hereto and
made a part hereof.
6. EXHIBIT P. Exhibit P to the Conveyance Agreement is hereby deleted in its
entirety.
7. FABENS LITIGATION. The parties agree and acknowledge that the Fabens
Litigation does not appear likely to settle or otherwise be disposed of on terms
acceptable to Grove Corporation, and accordingly, pursuant to the provisions of
Section 38 of the Conveyance Agreement, the obligations of the parties under the
Conveyance Agreement with respect to Fabens Building Associates and the Property
owned by such ▇▇▇▇▇▇ Partnership, are hereby terminated.
8. SECURITY DEPOSITS. The portion of the Deposit allocated to the Properties
owned by Fabens Building Associates and ▇▇▇▇▇▇▇▇ ▇▇▇▇ Associates shall be
reallocated among the remaining 20 Properties that remain subject to the terms
of the Conveyance Agreement. Schedule 2.1 to the Conveyance Agreement is hereby
deleted in its entirety and replaced with the revised Schedule 2.1 attached
hereto and made a part hereof.
9. CAPITALIZED TERMS. Any capitalized terms used but not defined in this
Amendment shall have the meanings ascribed to them in the Conveyance Agreement.
10. RATIFICATION. Except as set forth above, the Conveyance Agreement, as
modified by this Amendment, shall remain in full force and effect.
IN WITNESS WHEREOF, each of the ▇▇▇▇▇▇ Partnerships and Grove Corporation
have hereunto set their hands and seals as of the day and year first above
written.
Signed, Sealed, and Delivered in the Presence of:
THE GROVE CORPORATION
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Its: President
▇▇▇▇▇▇ PARTNERSHIPS:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------- By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, duly authorized,
on behalf of the 21 limited partnerships
identified on Schedule 1 attached hereto
TITLE COMPANY; as escrow agent only
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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[Name]: ▇▇▇▇▇ ▇▇▇▇▇
Title: Title Attorney