SECOND AMENDMENT TO



Exhibit 10(ii)(l)

 

SECOND AMENDMENT TO

PURCHASE AND SALE CONTRACT

 

This
Second Amendment to Purchase and Sale Contract (this “Second
Amendment”) is dated as of June 15, 2009 ("Second Amendment
Date"), by and between SHELTER PROPERTIES V LIMITED PARTNERSHIP, a South
Carolina limited partnership (“Seller”), and PRG LAKE JOHNSON MEWS
ASSOCIATES, LLC, a North Carolina limited liability company
(“Purchaser”).

 

RECITALS:

 

WHEREAS,
Seller and Pennsylvania Realty Group, Inc., a Pennsylvania corporation, entered
into that certain Purchase and Sale Contract dated May 1, 2009, as amended by
that certain First Amendment to Purchase and Sale Contract dated June 3, 2009,
and as assigned by Pennsylvania Realty Group, Inc. to Purchaser on June 9, 2009
(as amended and assigned, the “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.                 
Loan Approval Period Extension.  The Loan Approval
Period, as such term is defined in Section 4.5.9 of the Agreement is
hereby extended to and shall expire upon June 19,
2009.      

2.                 
Ratification of Contract.  All terms and provisions of
the Contract not specifically modified or amended by this Second 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.

3.                 
General Provisions.  The following provisions shall apply
with respect to this Second 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 Second
Amendment, the terms and conditions of this Second Amendment shall control.


(c)               
This Second 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.

 

 

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NOW, THEREFORE, the parties hereto have executed this Second Amendment as of the
Second 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:

 

 

PRG
LAKE JOHNSON MEWS ASSOCIATES, LLC,

a
North Carolina limited liability company

 

By: 
/s/Steven A. Berger

Name: 
Steven A. Berger

Title: 
Vice President