Third Amendment



Exhibit 10.49

 

THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT

           
This Third Amendment to Purchase and Sale Contract (this
“Amendment”) is made as of October 16, 2009, between ANGELES
INCOME PROPERTIES, LTD. II, a California limited partnership, with an
address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237
(“Seller”) and LIGHTHOUSE PROPERTY INVESTMENTS, LLC, a New
Jersey limited liability company, with an address at 2 Executive Drive, Suite
470, Fort Lee, NJ 07024 (“Purchaser”).

W I T N E S S E T H:

           
WHEREAS, Seller and Purchaser entered into a Purchase and Sale Contract
dated as of August 5, 2009, as amended by (a) that certain First Amendment to
Purchase and Sale Contract dated as of August 25, 2009 and (b) that certain
Second Amendment to Purchase and Sale Contract dated as of September 4, 2009
(collectively, the “Contract”) with respect to the sale of certain
property known as Deer Creek Apartments located in Middlesex County, New Jersey,
as described in the Contract; and

           
WHEREAS, Seller and Purchaser desire to amend the Contract on the terms
set forth herein. 

           
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the sum of $10.00 and other good and valuable consideration, the
mutual receipt and legal sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

1.     
Capitalized Terms.     Capitalized terms used
in this Amendment shall have the meanings given to them in the Contract, except
as expressly otherwise defined herein.

2.     
Closing Date.  Section 5.1 of the Contract is hereby
deleted and replaced with the following:



5.1       Closing
Date.  

5.1.1         
The Closing shall occur on November 18, 2009 (the
“Closing Date”) through an escrow with Escrow Agent, whereby
Seller, Purchaser and their attorneys need not be physically present at the
Closing and may deliver documents by overnight air courier or other means.

5.1.2         
If Purchaser has not received Lenders’ approval of the Loan Assumption and
Release on or prior to November 6, 2009, then Purchaser shall have the one-time
right, by delivering written notice (“Purchaser’s Adjournment
Notice”) to Seller not later than November 9, 2009, to adjourn the
Closing Date to a Business Day not later than December 18, 2009, provided that
Purchaser shall, no later than November 12, 2009, deliver to Escrow Agent an
additional deposit of $136,250 (the “Adjournment
Deposit”).  The Adjournment Deposit shall be deemed part of the
Deposit.

5.1.3         
If Purchaser has elected to adjourn the Closing Date pursuant to Section
5.1.2 above and thereafter Purchaser obtains the Lenders’ approval of the
Loan Assumption and Release on or after December 9, 2009 but before December
18, 2009, then the Closing Date shall automatically be extended to the
date which is ten (10) days after the date on which Purchaser received Lenders’
approval of the Loan Assumption and Release (provided that if such
10th day is not a Business Day, then the Closing Date shall be the
next succeeding Business Day) but in no event shall the Closing Date be later
than December 28, 2009.

3.     
Miscellaneous.          
This Amendment may be executed in counterparts, each of which shall be
deemed an original and all of which, when taken together, shall constitute a
single instrument and may be delivered by facsimile transmission, and any such
facsimile transmitted Amendment shall have the same force and effect, and be as
binding, as if original signatures had been delivered.  As modified hereby,
all the terms of the Contract are hereby ratified and confirmed and shall
continue in full force and effect.


           
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date and year hereinabove written.

 

Seller:

 

ANGELES
INCOME PROPERTIES, LTD. II, a California limited partnership

 

By:      
ANGELES REALTY CORPORATION II, a California corporation, its managing general
partner

 

By: 
/s/John Spiegleman

Name: 
John Spiegleman

Title: 
Senior Vice President

Purchaser:

LIGHTHOUSE
PROPERTY INVESTMENTS, LLC, a New Jersey
limited liability company

By:
/s/Meyer Orbach
Name:  Meyer Orbach
Title:  Managing
Member