SEVENTH AMENDMENT TO
ASSET PURCHASE
AGREEMENT
This Seventh Amendment
to Asset Purchase Agreement (this “ Amendment
”), is dated as of September 22, 2006, by and between CENTURY
REALTY TRUST, BEECH GROVE APARTMENTS, L.P., CENTURY REALTY
PROPERTIES, L.P., HAMPTON COURT APARTMENTS, L.P., CHARTER OAKS
ASSOCIATES, LLC, SHEFFIELD SQUARE APARTMENTS, L.P., BARCELONA
APARTMENTS, L.P., and WEST WIND TERRACE APARTMENTS, L.P.
(collectively, “ Seller ”) and BUCKINGHAM
PROPERTIES, INC. (“ Purchaser ”).
RECITALS:
A.
Seller and Purchaser
entered into that certain Asset Purchase Agreement, dated as of
March 17, 2006 (as heretofore amended, the “ Agreement
”), with respect to the purchase and sale of several
apartment communities and commercial buildings located in the State
of Indiana.
B.
Seller and Purchaser
now desire to further amend the Agreement as more particularly set
forth herein.
NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of
which the parties hereby acknowledge, the parties agree as
follows:
1.
Outside Closing
Date .
A.
In Section 25(c) of the
Agreement, the three occurrences of "September 25, 2006" are hereby
deleted and replaced with "October 25, 2006".
B.
The following is hereby
added to the end of Section 25(c): "Notwithstanding anything
to the contrary in this Section 25(c), in the event that, by
October 24, 2006, the Department of Housing and Urban Development
has not approved the 'Transfer of Physical Assets' with respect to
those Properties listed on Exhibit D and the assumption of the
Mortgages in connection therewith, Seller and Purchaser agree to
execute an amendment extending the October 25, 2006 date in this
paragraph to such later date as may be reasonably required to
obtain such approval."
2.
Purchase Price
Allocations .
A.
The last two sentences
of Section 1(a) of the Agreement are hereby deleted and replaced
with the following:
"Sellers
