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EXHIBIT 10.6.5
AMENDMENT TO LAND RIGHTS AGREEMENT EXECUTED IN CONNECTION WITH EXECUTION OF
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF IRVINE
APARTMENT COMMUNITIES, L.P.
AMENDMENT No. 5 dated as of ___________, 1997 to the Exclusive Land
Rights and Non-Competition Agreement dated as of November 21, 1993 as amended by
Amendment No. 1 thereto dated April 20, 1995, Amendment No. 2 thereto dated July
18, 1995, Amendment No. 3 thereto dated as of May 2, 1996 and Amendment No. 4
thereto dated as of July 25, 1997 (as so amended, the "Existing Agreement").
W I T N E S S E T H:
WHEREAS, The Irvine Company, a Michigan corporation, Irvine Apartment
Communities, L.P., a Delaware limited partnership ("Partnership"), Irvine
Apartment Communities, Inc., a Maryland corporation (the "Corporation"), and Mr.
Xxxxxx Xxxx, an individual, have entered into the Existing Agreement;
WHEREAS, the Corporation, The Irvine Company, in its capacity as a
limited partner of the Partnership, and the other limited partners of the
Partnership have executed and delivered as of the date hereof the Second Amended
and Restated Agreement of Limited Partnership of Irvine Apartment Communities,
L.P. (the "New Partnership Agreement").
WHEREAS, as a result of the execution of the New Partnership Agreement
the parties hereto agree that it is necessary and desirable to amend the
Existing Agreement as set forth below; and
WHEREAS, the execution and delivery of this Amendment by the Partnership
and the Corporation have been approved by resolutions duly adopted by the
Independent Directors Committee of the Board of Directors of the Corporation.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. From and after the date hereof all references in the Existing
Agreement (including the exhibits thereto) to (i) "limited partnership
interests" or "L.P. Units" shall mean the Common Limited Partner Interests as
defined in the New Partnership Agreement, (ii) "Registration Rights Agreement"
shall mean the New Partnership Agreement and (iii) the "Amended and Restated
Agreement of Limited Partnership of Irvine Apartment Communities, L.P. dated as
of December 1, 1993, as amended "shall mean the New Partnership Agreement as the
same may be amended, modified or restated from time to time.
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Section 2. Except as amended hereby, the provisions of the Existing
Agreement are ratified, approved and confirmed and shall remain in full force
and effect in accordance with its terms.
Section 3. The validly, construction and enforceability of this
Amendment shall be governed in all respects by the internal laws of the State of
California without regard to its conflict of laws rules.
Section 4. This Amendment may be executed in two or more counterparts,
all of which taken together with signature pages from each party hereto shall be
considered the same agreement, binding against all parties hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
"IRVINE" "PARTNERSHIP"
THE IRVINE COMPANY, IRVINE APARTMENT COMMUNITIES, L.P.,
a Michigan corporation a Delaware limited partnership
By:____________________ By: IRVINE APARTMENT COMMUNITIES, INC.,
a Maryland corporation, its sole
General Partner
By:____________________ By:_______________________________________
Xxxxx X. Xxxx
Senior Vice President and
Chief Financial Officer
By:_______________________________________
Xxxxx Xxxxx
Vice President, Corporate Finance
and Controller
"BREN" "REIT"
IRVINE APARTMENT COMMUNITIES, INC.,
a Maryland corporation
________________________ By:_______________________________________
XXXXXX XXXX Xxxxx X. Xxxx
Senior Vice President and Chief
Financial Officer
By:_______________________________________
Xxxxx Xxxxx
Vice President, Corporate Finance
and Controller
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