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Exhibit 10HHH

 

THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT

 

 

THIS THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT (this
“Amendment”) is made and entered into as of the 16thday of
October, 2009 by and between AIMCO COVINGTON POINTE, L.P., a Delaware limited
partnership (“Seller”), and KENNEDY WILSON AUSTIN, INC., a Texas
corporation (“Purchaser”).

 

WI T
N E S S E T H:

 

WHEREAS, Seller and Purchaser are
parties to that certain Purchase and Sale Contract dated September 8, 2009 (the
“Contract”) pertaining to the purchase and sale of that certain
real property located in Dallas County, Texas more particularly described on
Exhibit A attached thereto and commonly known as the Covington Pointe
Apartments (the “Property”), as amended by that certain First
Amendment to Purchase and Sale Contract dated as of October 8, 2009, and by that
certaing Second Amendment to Purchase and Sale Contract dated of October 14,
2009; 

WHEREAS, Seller
has agreed to provide Purchaser a credit against the Purchase Price in
connection with certain repairs at the Property;

WHEREAS, Purchaser has agreed to waive the remainder of the
Feasibility Period; and 

WHEREAS, the
parties intend to modify the Contract to reflect the foregoing, as more
particularly set forth hereinafter.

AM E
N D M E N T

NOW, THEREFORE, in consideration of
the mutual covenants set forth herein, Sellers and Purchaser hereby agree as
follows:

1.                 
Capitalized Terms.  All capitalized terms and phrases used herein shall
have the same meanings given to them in the Contract.  

2.                 
Feasibility Period.  Purchaser hereby acknowledges and agrees
that by its execution hereof, the Feasibility Period shall be deemed to have
expired and that Purchaser has waived its right to terminate the Contract as
provided in Section 3.2 of the Contract.  For
purposes of clarification, the waiver and expiration of the Feasibility Period
described above shall not be deemed a waiver of the remaining Finance
Contingency Period described in Section 4.5.10 of the Contract.

3.                 
Credit.  A new Section 5.4.13 is hereby added to the
Contract as follows:

5.4.13  Repair Credit.  At Closing, Purchaser
shall receive a credit against the Purchase Price in an amount equal to
$400,000.00 for repairs and replacements at the Property.

4.                 
Counterparts.  This 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 herein, all other
terms and conditions of the Contract, as previously amended, shall remain
unmodified, the same being ratified, confirmed and republished
hereby.

6.                 
Governing Law.  This Amendment shall be governed by and construed
in accordance with the laws of the State of Texas. 

[SIGNATURES ON
FOLLOWING PAGE]


NOW, THEREFORE,
the parties hereto have executed this Amendment as of the date first set forth
above.

Seller:


AIMCO COVINGTON POINTE, L.P.,

a
Delaware limited partnership

 

By:      
DAVIDSON 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/Trent A. Johnson

Name: 
Trent A. Johnson

Title: 
Vice President

 

 

                                                           
Purchaser:

 

KENNEDY
WILSON AUSTIN, INC., 

a
Texas corporation

 

By: 
/s/Stephen A. Pyhrr

                                                           
Name:  Stephen A. Pyhrr

Title: 
Senior Managing Director