FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT



 

Exhibit 10 (ii)(k)

 

FIRST AMENDMENT TO 
PURCHASE AND SALE CONTRACT

 

           
THIS FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT (this “First
Amendment”) is made and entered into this 3rd day of June, 2009 (the
“First Amendment Date”), by and among SHELTER PROPERTIES V LIMITED
PARTNERSHIP, a South Carolina limited partnership, having an address at 4582
South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237
(“Seller”) and PENNSYLVANIA REALTY GROUP, INC., a Pennsylvania
corporation, having a principal address at 2701 E. Luzerne Street, Philadelphia,
Pennsylvania 19137 (“Purchaser”).  

 

RECITALS:

 

           
WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale
Contract dated May 1, 2009 (“Contract”), for certain real property
situated in the County of Wake, State of North Carolina, commonly known as Lake
Johnson Mews, and more specifically described in the Contract (the
"Property"); and

 

           
WHEREAS, Seller and Purchaser desire to amend the Contract on the terms and
conditions set forth below.

 

AGREEMENT:

 

           
NOW, THEREFORE, in consideration of the mutual covenants set forth in the
Contract and herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Seller and Purchaser agree to
amend the Contract as follows:

 

 

1.                 
Credit Against the Purchase Price.  Seller acknowledges and
agrees that, at the Closing, Purchaser shall receive a $60,000.00 credit (the
“Credit”) against the Purchase Price.  The Credit is given in
response to, and in complete satisfaction of, any and all objections raised by
Purchaser during the Feasibility Period, including, without limitation, any
objections relating to the condition of storm water drains and catch basins at
the Property.  

2.                 
Feasibility Period.  The Feasibility Period under the
Contract expired for all purposes under the Contract on June 1, 2009. 
Purchaser has waived its right to further object (pursuant to Sections
3.2 or 4.3 of the Contract or otherwise) to any matter concerning the
Title Documents, the Survey, the Property Contracts, the Leases, the
Miscellaneous Property Assets, the physical condition of the Property, or
otherwise with respect to the Property; provided, however, that the foregoing
waiver shall not waive any of Purchaser's express rights under the Contract
which are applicable to or arise during the time period following expiration of
the Feasibility Period.  Purchaser agrees that Seller has made all required
deliveries required under the Contract and performed all of Seller's required
obligations under the Contract through the date hereof.  Purchaser agrees
that Purchaser's right to terminate the Contract under Section 3.2 of the Contract is permanently waived, the Deposit is
non-refundable under all circumstances except as provided in the Contract, and
Purchaser's obligation to purchase the Property shall be conditional only as
provided in Section 8.1 of the Contract.

3.                 
Closing Date.    Section 5.1 of the Contract is
hereby amended and restated in its entirety as follows:

"5.1     
Closing Date.  The Closing shall occur at the time set forth
in Section 2.2.4 on the date that is the earlier of (a) 5 days after the
Lender's approval of the Loan Assumption and Release, or (b) July 30, 2009 (the
earlier of the foregoing (a) and (b) referred to herein as the "Closing
Date") through an escrow with Escrow Agent, whereby Seller, Purchaser
and their attorneys need not be physically present at the Closing and may
deliver documents by overnight air courier or other means.  Notwithstanding
the foregoing to the contrary, Seller shall have the option, by delivering
written notice to Purchaser, to extend the Closing Date to the last Business Day
of the month in which the Closing Date otherwise would occur pursuant to the
preceding sentence, in connection with the Loan Assumption and Release. 
Further, the Closing Date may be extended without penalty at the option of
Seller to a date following the Closing Date specified in the first sentence of
this paragraph above, but in no event later than October 1, 2009, (or, if
applicable, as extended by Seller pursuant to the second sentence of this
paragraph) in order to finalize the drafting with Lender and Lender's counsel of
all documents necessary or desirable to accomplish the Loan Assumption and
Release.

           
Provided that Purchaser is not in default under this Contract, Purchaser shall
be permitted a one-time 30-day extension of the Closing Date specified in the
first sentence of this Section 5.1, by (i) delivering written notice to
Seller no later than 3 days prior to the scheduled Closing Date (the
"Purchaser Extension Deadline") and (ii) simultaneously with such
notice to Seller, delivering to Escrow Agent the amount of $50,000.00, which
amount when received by Escrow Agent shall be added to the Deposit hereunder and
shall be held, credited and disbursed in the same manner as provided hereunder
with respect to the Deposit."

4.                 
Ratification of Contract.  All terms and provisions of the
Contract not specifically modified or amended by this First Amendment shall
remain in full force and effect, and the Contract, as expressly modified herein,
is hereby ratified, confirmed and approved in all respects by the parties
hereto.

5.                 
General Provisions.  The following provisions shall apply
with respect to this First Amendment:

(a)               
Capitalized terms used, but not otherwise defined, herein shall have the
same meaning as ascribed to such terms in the Contract.

(b)              
In the event of any conflict between the Contract and this First
Amendment, the terms and conditions of this First Amendment shall control.


(c)               
This First Amendment may be executed in counterparts, each of which (or
any combination of which) when signed by all of the parties shall be deemed an
original, but all of which when taken together shall
constitute one agreement.  Executed copies hereof may be delivered by
telecopier or electronic mail and upon receipt shall be deemed originals and
binding upon the parties hereto, and actual originals shall be promptly
delivered thereafter.




           
NOW, THEREFORE, the parties hereto have executed this First Amendment as of the
First Amendment Date.

 

 

SELLER:

 

SHELTER PROPERTIES V LIMITED PARTNERSHIP,

a South Carolina limited partnership 

 

By:       SHELTER REALTY V
CORPORATION,

           
a South Carolina corporation,

           
its corporate general partner

 

 

           
By:       /s/Brian J. Bornhorst

           
Name:  Brian J. Bornhorst

           
Title:     Vice President

 

 

PURCHASER:

 

 

PENNSYLVANIA
REALTY GROUP, INC.,

a
Pennsylvania corporation

 

By:
      /s/Jon Goodman

Name: 
Jon Goodman

Title:    
President