EXHIBIT 10.3
LOFTON PLACE
APARTMENTS
TAMPA, FLORIDA
SECOND AMENDMENT TO REAL
ESTATE SALE AGREEMENT
THIS SECOND AMENDMENT TO REAL ESTATE
SALE AGREEMENT (this “Amendment”) is made as of the 6th
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 (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.
Purchase Price . Seller and Purchaser hereby agree to
amend the Agreement to delete the first sentence of Section 2
of the Agreement and substitute the following therefore:
“The total consideration to be
paid by Purchaser to Seller for the Property is Sixteen Million and
No/100ths Dollars ($16,000,000.00) (the “Purchase
Price”).”
3.
Review Period . Purchaser hereby acknowledges and
confirms that the Review Period has expired, that Purchaser has
inspected, and is satisfied with, the physical condition of the
Property and, therefore, Purchaser hereby waives its right to
terminate the Agreement as set forth in Section 8.1.1 of the
Agreement. Purchaser hereby acknowledges and confirms th
