FIRST AMENDMENT TO



Exhibit 10GGG

 

SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT

 

 

THIS SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT (this
“Amendment”) is made and entered into as of the 14thday 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 (the
“First Amendment”); 

WHEREAS, the
parties desire to further extend the Feasibility Period for a period of 2
additional days to October 16, 2009; 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.  The first sentence of Section 3.1 of the Contract,
as previously amended by the First Amendment, is hereby further amended to
provide that the Feasibility Period shall run for a period of 38 days from the
Effective Date rather than for a period of 36 days from the Effective
Date.

3.                 
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.

4.                 
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.

5.                 
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/John Spiegleman

Name: 
John Spiegleman

Title: 
Senior Vice President

 

 

                                                           
Purchaser:

 

KENNEDY
WILSON AUSTIN, INC., 

a
Texas corporation

 

By: 
/s/Stephen A. Pyhrr

                                                           
Name:  Stephen A. Pyhrr

Title: 
Senior Managing Director