EXHIBIT 10.6
LOFTON PLACE
APARTMENTS
TAMPA, FLORIDA
FIFTH AMENDMENT TO REAL ESTATE
SALE AGREEMENT
THIS FIFTH AMENDMENT TO REAL ESTATE
SALE AGREEMENT (this “Amendment”) is made as of the
13th day of August, 2009, by and between ERP OPERATING LIMITED
PARTNERSHIP, an Illinois limited partnership
(“Seller”), with an office at c/o Equity Residential,
Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606, and
NORTHVIEW REALTY GROUP INC., a Canadian corporation
(“Purchaser”), with an office at 550 Sherbrook, Suite
1480, Montreal, OC Canada H3A 1B9.
RECITALS
A. Seller and
Purchaser entered into a Real Estate Sale Agreement dated as of
June 8, 2009, as amended by that certain Reinstatement of and
First Amendment to Real Estate Sale Agreement dated as of
July 23, 2009, that certain Second Amendment to Real Estate
Sale Agreement dated as of August 6, 2009, that certain Third
Amendment to Real Estate Sale Agreement dated as of August 11,
2009 and that certain Fourth Amendment to Real Estate Sale
Agreement dated as of August 12, 2009 (collectively, the
“Agreement”), pursuant to which Seller agreed to sell
to Purchaser, and Purchaser agreed to buy from Seller the Property
(as defined in the Agreement).
B. Seller and
Purchaser have agreed to modify the terms of the Agreement as set
forth in this Amendment.
THEREFORE, in consideration of the
above Recitals, the mutual covenants and agreements herein set
forth and the benefits to be derived therefrom, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Purchaser and Seller agree as
follows:
1.
Incorporation of Recitals; Definitions . The foregoing
recitals are incorporated herein as a substantive part of this
Amendment. Capitalized terms not otherwise defined herein shall
have the meaning given such terms in the Agreement. Section numbers
refer to the corresponding section numbers in the
Agreement.
2.
Zoning . Purchaser has informed Seller that Purchaser is
not satisfied with certain information Purchaser has received
pertaining to a zoning matter concerning the number of parking
spaces located on the Property (the “Zoning Matter”).
Purchaser has requested that Seller agree to allow additional time
for Purchaser to satisfy its lender as to the Zoning Matter and to
proceed before the Board of County Commissioners for Hillsborough
County, Florida, for the purpose of obtaining a Minor Change to
General Development Plan approving a reduction in the number of
required parking spaces for the Property from 560 spaces to 486
spaces (the “
