Fourth Amendment to the Purchase and Sale Agreement dated October 12, 2007.



 Exhibit 10.5 
 FOURTH AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT 
 THIS FOURTH AMENDMENT TO REAL
ESTATE PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of the 12th day of October, 2007, by and between CABANA BEACH OF SAN MARCOS, L.P., a Delaware limited partnership, and CABANA SOUTH BEACH APARTMENTS
LP, a Delaware limited partnership (collectively, “Seller”), and EXCELSIOR LASALLE PROPERTY FUND, INC., a Maryland corporation (“Purchaser”). 
 R E C I T A L S 
 WHEREAS, Seller and Purchaser entered into that certain
Real Estate Purchase and Sale Agreement with an effective date of September 13, 2007, as amended by that certain First Amendment to Real Estate Purchase and Sale Agreement dated as of October 1, 2007, by that certain Second Amendment to
Real Estate Purchase and Sale Agreement dated as of October 9, 2007, and by that certain Third Amendment to Real Estate Purchase and Sale Agreement dated as of October 11, 2007 (the “Third Amendment”) (collectively, the
“Purchase Agreement”), whereby Seller agreed to sell to Purchaser, and Purchaser agreed to purchase from Seller that certain real property commonly known as Cabana Beach Apartments and located at 1250 Sadler Drive, San Marcos,
Texas, and Cabana Beach Apartments (the “San Marcos Property”) and located at 1601 SW 51st Terrace. Gainesville, Florida (the “Gainesville Property” and together with the San Marcos Property, the
“Property”), as more particularly described in the Purchase Agreement; and 
 WHEREAS, Seller and Purchaser desire to
amend the Purchase Agreement as provided herein. 
 NOW, THEREFORE, in consideration of the foregoing and the mutual promises and
agreements set forth herein, Seller and Purchaser agree as follows: 
  

	 	1.	The above recitals are incorporated herein by reference and made a part hereof. 

  

	 	2.	All initially capitalized terms that are not otherwise defined in this Amendment shall have the meaning ascribed to such term in the Purchase Agreement. 

  

	 	3.	The list of personal property for the San Marcos Property attached hereto is hereby inserted at the end of Exhibit I of the Purchase Agreement (as modified by the Third Amendment).


  

	 	4.	 In addition to any other condition precedent in favor of Purchaser set forth in the Purchase Agreement, Purchaser’s obligations under the Purchase Agreement
are expressly subject to Seller, prior to the Closing Date and at Seller’ sole cost and expense, causing the San Marcos Property to contain not less than 880 parking spaces. Notwithstanding the foregoing, Seller shall not create any new parking
spaces or redesign or relocate any existing parking spaces without first obtaining Purchaser’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. The work required by Seller pursuant to this 



  

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paragraph 4 shall be completed in a good and workmanlike, lien free manner and in compliance with all applicable laws, codes, regulations and ordinances
including, without limitation, the City of San Marcos Land Development Code. From and after the Closing Date, Seller agrees to indemnify, defend and hold Purchaser harmless from and against any loss, cost, damage, expense, fee, fine or liability of
any kind or nature whatsoever arising out of or in any way relating to Seller’s obligations under this paragraph 4 or the number of parking spaces located on the San Marcos Property as of the Closing Date. The foregoing indemnity shall survive
the Closing. 


  

	 	5.	Except as amended above, the Purchase Agreement remains unmodified and in full force and effect in accordance with its terms and provisions. 

  

	 	6.	This Amendment may be executed in multiple facsimile counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the
same instrument. 

 [The balance of this page has intentionally been left blank. Signature page follows.] 
  

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 IN WITNESS WHEREOF, Purchaser and Seller have executed this Amendment on the date set forth above.

  

					
	SELLER
	
	 CABANA BEACH OF SAN MARCOS, L.P.,
 a Delaware
limited partnership

		
	By:	 	Cabana Beach of San Marcos GP, Inc., a Florida corporation, its general partner
			
		 	By:	 	 /s/ Michael Ahwash

		 	Name:	 	Michael Ahwash
		 	Title:	 	President, Fort Group
	
	 CABANA SOUTH BEACH APARTMENTS LP,
 a Delaware
limited partnership

		
	By:	 	Cabana SB of Gainesville, Inc., a Florida corporation, its general partner
			
		 	By:	 	 /s/ Michael Ahwash

		 	Name:	 	Michael Ahwash
		 	Title:	 	President, Fort Group
	
	PURCHASER
	
	 EXCELSIOR LASALLE PROPERTY FUND, INC.,
 a
Maryland corporation

		
	By:	 	LaSalle Investment Management, Inc., a Maryland corporation, its Advisor
			
		 	By:	 	 /s/ Christine M. Akins

		 	Name:	 	Christine M. Akins
		 	Title:	 	Senior Vice President


  

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 Cabana Beach - San Marcos 
 1250 Sadler Drive, San Marcos, TX 78666 
 Furniture inventory I 
 August 2007 
  

							
	Current Apartment inventory:	  		  		  	
	Dinning Chairs	  	526	  		  	
				
	Televisions-32”,	  	270	  		  	
				
	TV Stand	  	273	  		  	
				
	Living Rm Chairs	  	143	  		  	
				
	Sofa	  	272	  		  	
				
	Headboards	  	738	  		  	
				
	Box Spring/Mattress	  	737	  		  	
				
	Night Stand	  	741	  		  	
				
	Desk Chairs	  	730	  		  	
				
	Replacement:	  		  		  	
	Dinning Chairs	  	26	  		  	
				
	Televisions	  	6	  		  	
				
	TV Stand	  	3	  		  	
				
	Living Rm Chairs	  	13	  		  	
				
	Sofa	  	4	  		  	
				
	Headboards	  	6	  		  	
				
	Box Spring/Mattress	  	7	  		  	
				
	Night Stand	  	3	  		  	
				
	Desk Chairs	  	14	  		  	

 Numbers based on 276 front doors (common areas) 744 Bedroom suites 
 *note: Living room chairs were supplied for Studios, three & four bedroom units 
  


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 Cabana Beach 
 1250 Sadler
Dr. San Marcos TX 78666 
  

							
	Clubhouse/ Leasing Center
				
	Front Lobby	  		  		  	
	Bar Stools	  	2	  		  	
				
	Office chairs	  	4	  		  	
				
	Computer	  	2	  		  	
				
	Phone-front desk	  	2	  		  	
				
	Phone-copier room	  	1	  		  	
				
	Fax machine	  	1	  		  	
				
	Copier	  	1 - Leased	  		  	
				
	Five drawer file cabinet	  	1	  		  	
				
	Time card machine	  	1	  		  	
				
	Pitney Bowes-Postage	  	1 - Leased	  		  	
				
	Large round wicker lounger w/otto	  	1	  		  	
				
	Wood surf board table	  	1	  		  	
				
	Misc. vases & ornaments	  	6	  		  	
				
	Large wicker urns at front door	  	2	  		  	
				
	Small square sofa with arm unit	  	1	  		  	
				
	Lobby-poolside	  		  		  	
	Pool table and accessories	  	1	  		  	
				
	Large round wicker lounger w/otto	  	1	  		  	
				
	Leather lined cushioned chairs	  	4	  		  	
				
	9’ wicker base table w/glass top	  	1	  		  	
				
	9’ wicker benches	  	2	  		  	
				
	Coffee table	  	1	  		  	
				
	Coffee side table	  	2	  		  	
				
	Kitchen bar stools	  	4	  		  	
				
	Floor lamps	  	2	  		  	
				
	U shaped wicker sofa w/cushions	  	1	  		  	
				
	Solid wood round side tables	  	2	  		  	

  

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	Stereo equipment	  	1	  		  	
				
	Flat screen television	  	1	  		  	
				
	Beverage maker	  	1	  		  	
				
	Water cooler	  	1 - Leased	  		  	
				
	Microwave	  	1	  		  	
				
	Refrigerator	  	1	  		  	
				
	Cookie Maker-Spunkmeyer	  	1 - Leased	  		  	
				
	Flat screen television-virtual tours	  	1	  		  	
				
	Site Manager’s office	  		  		  	
	L shaped desk w/overhead cabinets	  	1	  		  	
				
	Oval glass table	  	1	  		  	
				
	Office chairs	  	4	  		  	
				
	Desk phone	  	1	  		  	
				
	Computer/Monitor/Keyboard	  	1	  		  	
				
	Large Hanging Mirror	  	1	  		  	
				
	HP Printer	  	1	  		  	
				
	Leasing Mgr office	  		  		  	
	L shaped desk w/two work stations	  	1	  		  	
				
	6’ overhead storage cabinet	  	1	  		  	
				
	Office chairs	  	3	  		  	
				
	Large hanging mirror	  	1	  		  	
				
	Computer/Monitor/keyboards	  	2	  		  	
				
	Printer	  	1	  		  	
				
	Desk phone	  	2	  		  	
				
	Five drawer metal filing cabinet	  	2	  		  	
				
	Small table	  	1	  		  	
				
	Asst Mgr/Accounting	  		  		  	
	Five drawer metal filing cabinet	  	3	  		  	
				
	U shaped desk with workstation	  	1	  		  	
				
	Straight desk w/work station	  	1	  		  	

  

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	Approx 12’ overhead storage cabinet	  	1	  		  	
				
	Computer/monitor/keyboard	  	2	  		  	
				
	Office chairs	  	3	  		  	
				
	Desk phone	  	2	  		  	
				
	Printer	  	1	  		  	
				
	Credit card machine	  	1 - Leased	  		  	
				
	Equipment Room	  		  		  	
	Computer Equipment Center	  	1	  		  	
				
	Key Trac System	  	1	  		  	
				
	Phone recorder equipment	  	1	  		  	
				
	Gate System Equipment	  	1	  		  	
				
	Bathroom - Ladies	  		  		  	
	Large mirror-approx 9’ high	  	1	  		  	
				
	Storage Closet	  		  		  	
	Helium tank	  	1 - Leased	  		  	
				
	Study Lab	  		  		  	
	Large oblong table	  	1	  		  	
				
	Medium size oblong table	  	1	  		  	
				
	Chairs	  	13	  		  	
				
	Large dry erase board	  	1	  		  	
				
	Computer Lab	  		  		  	
	Computer/keyboard/monitor	  	7	  		  	
				
	Printer	  	1	  		  	
				
	Chairs	  	7	  		  	
				
	Model	  		  		  	
	Sofa	  	1	  		  	
				
	Chair	  	1	  		  	

  

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	Built in dining table	  	1	  		  	
				
	Dining chairs	  	2	  		  	
				
	Television	  	1	  		  	
				
	TV stand	  	1	  		  	
				
	Misc. decorations	  		  		  	
				
	Box spring & mattress & frame	  	4	  		  	
				
	Headboard	  	4	  		  	
				
	Night stand	  	4	  		  	
				
	Bulk in Computer wall shelf	  	1	  		  	
				
	Built in desk	  	1	  		  	
				
	Desk Chair	  	4	  		  	
				
	Washer/Dryer	  	1 set	  		  	
				
	Refrigerator	  	1	  		  	
				
	Stove/oven	  	1	  		  	
				
	Microwave	  	1	  		  	
				
	Dishwasher	  	1	  		  	
				
	Blinds	  	5	  		  	
				
	Patio table	  	1	  		  	
				
	Patio chairs	  	4	  		  	
				
	Poolside	  		  		  	
	Ping Pong table	  	1	  		  	
				
	Foos Ball table	  	1	  		  	
				
	BBQ grill	  	1	  		  	
				
	Plastic adjustable lounge chairs	  	35	  		  	
				
	Curved hard plastic lounge chairs	  	26	  		  	

 Fitness Center - Cabana Beach San Marcos 
 Equipment: 
 3 Tread Mills 
 1 Shoulder Press 
 1 Dip Machine 
 1 Double Curl/Pull up 
  

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 1 Seated Row 
 1 Leg
Extension Machine 
 1 Thigh Machine 
 1 Leg Press 

1 Seated Chest Press 
 1 Lat Pull Machine 
 1 Pec fly rear Delt Machine 
 1 Bench 
 2 Stationery Bikes 
 3 Stair Step Machines 
 1 Bicep curl Machine 
 1 Tricep extension Machine 
 1 abdominal Machine 
 1 horizontal leg curl Machine 
 2 Flat screen Televisions 
 1 weight scale 
 1 trash can 
 Cabana Beach-San Marcos, TX 
 Inventory listing of Maintenance Shop 
 August 28, 2007 
 1 Refrigerator for shop personnel use 
 2 leaf blowers 
 1 Power saw 
 1 Key making machine

 1 Power washer 
 3 Golf carts 
 1 36” door 
 2 Cordless drills 
 1 Torch set 
 1 A/C vacuum pump 
 1 Recover machine-Refrigerant 
 1 Hammer drill 
  

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 1 Welding machine 
 1 Paint
Sprayer 
 1 Air Compressor 
 2 Finch nail guns 
 1 Miter saw 
 1 Electric drill 
 2 SawsAll Cordless 
 1 Cordless saw 
 1 Shop vacuum 
 3 Step ladders 4’-6’-8’ 
 1 Router 
  

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