SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT
Exhibit10(i)(i)
SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT
THIS SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (this “Second Amendment”) is made and entered into as of the 2nd day of October, 2008, by and among by the selling parties identified on Seller Information Schedule attached as Schedule 1 to the Agreement (as that term is defined below) each having an address at 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 (individually a “Seller” and collectively “Sellers”), and JRK BIRCHMONT ADVISORS, LLC, a Delaware limited liability company and JRK PROPERTY HOLDINGS, INC., a California corporation, each having a principal address at 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (collectively as “Purchaser”), or its permitted assignee or assignees as provided in Section 14.4 of the Agreement, and is joined by AIMCO PROPERTIES, L.P., a Delaware limited partnership (the “Guarantor”).
RECITALS
A. Sellers and Purchaser are parties to that certain Agreement for Purchase and Sale and Joint Escrow Instructions, dated September 29, 2008 (as amended, the “Agreement”) pertaining to the purchase and sale of those certain real properties located in Colorado, Georgia, Ohio, South Carolina and Virginia, more particularly described on Exhibits A-1 through A-16 attached to the Agreement (the “Properties”). In connection with the Agreement, Guarantor guaranteed certain payment obligations of the Sellers under the terms of the Agreement, as set forth therein.
B. Pursuant to that certain First Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions dated September 30, 2008 (the “First Amendment”), the parties agreed to amend and restate the Seller Information Schedule attached to the Agreement to reallocate the Base Purchase Prices for the Properties pursuant to Section 2.2.5 of the Agreement.
C. Neither the Agreement, as originally executed, nor the First Amendment properly allocated the Applicable Shares of the Deposit as listed on the Seller Information Schedule.
D. The parties wish to further amend the Agreement to properly allocate the Applicable Shares of the Deposit and to correct an additional typographical error in Section 2.2 of the Agreement.
Sellers and Purchaser intend to modify the Agreement in certain respects, as more particularly set forth hereinafter.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Sellers and Purchaser hereby agree as follows:
1. Capitalized Terms. All capitalized terms and phrases used herein but not otherwise defined shall have the same meanings given to them in the Agreement.
2. Amendment to Section 2.2 of the Agreement. In the second sentence of Section 2.2 of the Agreement, the reference to “Section 2.2.6” is hereby deleted and replaced with “Section 2.2.5”.
3. Amendment of Seller Information Schedule. The Seller Information Schedule, attached as Schedule 1 to the Agreement, as replaced by Schedule 1-A attached to the First Amendment, is hereby amended and superceded by the further revised Seller Information Schedule attached to this Second Amendment as Schedule 1-B. The further revised Seller Information Schedule reallocates the Applicable Shares of the Deposit as intended by the parties, taking into account the reallocations of the Base Purchase Prices set forth in the First Amendment.
4. Counterparts. This Second Amendment may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same Amendment. It shall not be necessary that each party execute each counterpart, or that any one counterpart be executed by more than one party, so long as each party executes at least one counterpart.
5. Ratification. Except as expressly set forth in this Second Amendment, all other terms and conditions of the Agreement shall remain unmodified, the same being ratified, confirmed and republished hereby.
6. Governing Law. This Second Amendment shall be governed by and construed in accordance with the laws of the State of Colorado.
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NOW, THEREFORE, the parties hereto have executed this Second Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions as of the date first set forth above.
Sellers:
GOVERNOR’S PARK APARTMENTS:
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GOVERNORS PARK APARTMENTS VII LIMITED PARTNERSHIP, a South Carolina limited partnership
By: SHELTER VII GP LIMITED PARTNERSHIP, a South Carolina limited partnership, its general partner
By: SHELTER REALTY VII CORPORATION, a South Carolina corporation, its general partner
By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Vice President |
VILLAGE GARDENS APARTMENTS: |
SHELTER PROPERTIES VI LIMITED PARTNERSHIP, a South Carolina limited partnership
By: SHELTER REALTY VI CORPORATION, a South Carolina corporation, its corporate general partner
By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Vice President |
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COPPER MILL APARTMENTS:
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COPPER MILL CPGF 22, L.P., a Delaware limited partnership
By: CPGF 22 COPPER MILL GP, L.L.C., a South Carolina limited liability company, its general partner
By: CENTURY PROPERTIES GROWTH FUND XXII, A CALIFORNIA LIMITED PARTNERSHIP, a California limited partnership, its member
By: FOX PARTNERS IV, a California general partnership, its general partner
By: FOX CAPITAL MANAGEMENT CORPORATION, a California corporation, its general partner
By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Vice President |
SYCAMORE CREEK APARTMENTS:
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SYCAMORE CREEK ASSOCIATES, L.P., a Delaware limited partnership
By: MAE JMA, INC., a Delaware corporation, its managing general partner
By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Vice President |
BEXLEY HOUSE APARTMENTS:
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BEXLEY HOUSE, L.P., a Delaware limited partnership
By: BEXLEY HOUSE GP, L.L.C., a South Carolina limited liability company, its general partner
By: DAVIDSON INCOME REAL ESTATE, L.P., a Delaware limited partnership, its member
By: DAVIDSON DIVERSIFIED PROPERTIES, INC., a Tennessee corporation, its managing general partner
By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Vice President |
RUNAWAY BAY I APARTMENTS:
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RUNAWAY BAY-OXFORD ASSOCIATES L.P., an Indiana limited partnership
By: OAMCO XXI, L.P., a Delaware limited partnership, its managing general partner
By: OAMCO XXI, L.L.C., a Delaware limited liability company, its general partner
By: OXFORD REALTY FINANCIAL GROUP, INC., a Maryland corporation, its managing member
By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Vice President |
RUNAWAY BAY II APARTMENTS:
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RUNAWAY BAY II-OXFORD ASSOCIATES LIMITED PARTNERSHIP, a Maryland limited partnership
By: RUNAWAY BAY II CORPORATION, a Maryland corporation, its managing general partner
By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Vice President |
BIG WALNUT APARTMENTS:
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BIG WALNUT, L.P., a Delaware limited partnership
By: DAVIDSON DIVERSIFIED PROPERTIES, INC., a Tennessee corporation, its general partner
By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Vice President |
THE VILLAS AT LITTLE TURTLE APARTMENTS:
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COLUMBUS III-OXFORD ASSOCIATES LIMITED PARTNERSHIP, a Maryland limited partnership
By: OXFORD INVESTMENT CORPORATION, a Maryland corporation, its managing general partner
By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Vice President |
XXXXXX’X POINTE APARTMENTS:
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XXXXXX'X POINTE CPGF 22, L.P., a Delaware limited partnership
By: CPGF 22 XXXXXX'X POINTE GP, L.L.C., a South Carolina limited liability company, its general partner
By: CENTURY PROPERTIES GROWTH FUND XXII, A CALIFORNIA LIMITED PARTNERSHIP, a California limited partnership, its member
By: FOX PARTNERS IV, a California general partnership, its general partner
By: FOX CAPITAL MANAGEMENT CORPORATION, a California corporation, its general partner
By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Vice President |
HIBBEN FERRY I APARTMENTS:
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HIBBEN FERRY I APARTMENT PARTNERS, L.P., a Delaware limited partnership
By: AIMCO HOLDINGS, L.P., a Delaware limited partnership, its general partner
By: AIMCO HOLDINGS QRS, INC., a Delaware corporation, its general partner
By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Vice President |
SPRINGHOUSE APARTMENTS:
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CHARLESTON-OXFORD ASSOCIATES LIMITED PARTNERSHIP, a Maryland limited partnership By:
AIMCO/CHARLESTON, L.L.C., a Delaware
limited
liability company,
By: AIMCO PROPERTIES, L.P., a Delaware
limited partnership,
By: AIMCO-GP, INC., a Delaware corporation, its general partner
By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Vice President
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XXXX BRIDGE CROSSING APARTMENTS:
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WINTHROP APARTMENT INVESTORS LIMITED PARTNERSHIP, a Maryland limited partnership By:
WAI ASSOCIATES LIMITED PARTNERSHIP, a
Texas limited
partnership,
By: AIMCO/WAI ASSOCIATES GP, LLC, a
Delaware limited liability company,
By: AIMCO PROPERTIES, L.P., a Delaware
limited partnership,
By: AIMCO-GP, INC., a Delaware
corporation,
By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Vice President |
SCOTCH PINES EAST APARTMENTS:
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CALMARK/FORT XXXXXXX, LTD., a California limited partnership
By: CALMARK/FORT XXXXXXX, INC., a California corporation, its corporate general partner
By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Vice President
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XXXXXXXX PARK APARTMENTS:
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AMBASSADOR XI, L.P., a Delaware limited partnership
By: AMBASSADOR XI, INC., a Delaware corporation its general partner
By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Vice President
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JRK
PROPERTY HOLDINGS, INC.,
a California corporation
By:
/s/Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title:
President
JRK
BIRCHMONT ADVISORS LLC,
a Delaware limited liability company
By:
JRK Birchmont Capital Partners LLC,
a California limited liability
company,
its Managing Member
By:
JRK Property Holdings, Inc.,
a California corporation,
its Manager
By:
/s/Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title:
President
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CONSENT AND JOINDER OF AIMCO PROPERTIES, L.P.
AIMCO Properties, L.P., a Delaware limited partnership and Guarantor of the payment obligations of Sellers under the terms of the Agreement, hereby (a) consents to the terms of the foregoing Second Amendment, and (b) ratifies, confirms, reaffirms, and acknowledges its obligations under the Agreement and that certain Guaranty dated September 29, 2008 executed in connection with the Agreement.
AIMCO PROPERTIES, L.P.
a Delaware limited partnership
By: AIMCO-GP, Inc.,
a Delaware corporation,
its General Partner
By: /s/Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President