FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT



Exhibit 10.27

 

FIRST AMENDMENT TO 
PURCHASE AND SALE CONTRACT

 

           
THIS FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT (this "First
Amendment") is made and entered into this 11th day of
November, 2010 (the "First Amendment Date") by and between
CARRIAGE APX, A MICHIGAN LIMITED PARTNERSHIP, a Michigan limited
partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100,
Denver, Colorado 80237 ("Seller") and DTN DEVELOPMENT GROUP,
INC., a Michigan corporation, having a principal address at 2502 Lake
Lansing Road, Suite C, Lansing, Michigan 48912-3661
("Purchaser").  

 

RECITALS:

 

           
WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale
Contract, dated October 18, 2010 (the "Contract"), for certain
real property situated in the County of Ingham, State of Michigan, known as
Carriage Hill Apartments and more specifically described in the Contract (the
"Property"); and

 

           
WHEREAS, Seller and Purchaser desire to amend the Contract and ratify 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.                 
Feasibility Period.  Section 3.1 of the Contract is
hereby deleted in its entirety and replaced with the following:

"3.1     
Feasibility Period.  Subject to the terms of Sections
3.3 and 3.4 and the rights of Tenants under the Leases, from the
Effective Date to and including November 22, 2010 (the "Feasibility
Period"), Purchaser, and its agents, contractors, engineers, surveyors,
attorneys, and employees (collectively, "Consultants") shall, at
no cost or expense to Seller, have the right from time to time to enter onto the
Property to conduct and make any and all customary studies, tests, examinations,
inquiries, inspections and investigations  of or concerning the Property,
review the Materials and otherwise confirm any and all matters which Purchaser
may reasonably desire to confirm with respect to the Property and Purchaser's
intended use thereof (collectively, the "Inspections")."

2.                 
Objection Deadline.  The first sentence of Section 4.3
shall be deleted in its entirety and replaced with the following:

"
On or before Wednesday, November 17, 2010 (the "Objection
Deadline"), Purchaser shall give written notice (the "Objection
Notice") to the attorneys for Seller of any matter
set forth in the Title Documents and the Survey to which Purchaser objects (the
"Objections").

3.                 
Response Deadline.  The third sentence of Section 4.3
shall be deleted in its entirety and replaced with the following:

"On
or before Friday, November 19, 2010 (the "Response Deadline"),
Seller may, in Seller's sole discretion, give Purchaser notice (the
"Response Notice") of those Objections which Seller is willing to
cure, if any."

4.                 
General Provisions.  The following provisions shall apply
with respect to this First Amendment:

(a)               
Except as modified herein, the Contract is in full force and effect and
is hereby ratified by Purchaser and Seller.

(b)              
Capitalized terms not defined herein shall have the same meaning as set
forth in the Contract.

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

(d)              
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.

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

 

 

Seller:

 

 

CARRIAGE
APX, A MICHIGAN LIMITED PARTNERSHIP,

a
Michigan limited partnership

 

By:      
CARRIAGE APX, INC.,

           
a Michigan corporation,

           
its general partner

 

 

           
By:  /s/John Spiegleman

Name: 
John Spiegleman

Title: 
Senior Vice President

 

 

 

[SIGNATURES CONTINUED ON NEXT PAGE]

 

 




Purchaser:

 

DTN
DEVELOPMENT GROUP, INC.,

a
Michigan corporation

 

 

By: 
/s/Iqbal Singh Uppal

Name: 
Iqbal Singh Uppal

Title: 
President