Loan No.



Exhibit 10.42

Loan
No. 332912

 

 

                                 
FIRST AMENDMENT TO PROMISSORY NOTE

 

 

           
THIS FIRST AMENDMENT TO PROMISSORY NOTE (this "First Amendment") is made as of
the 7th day of April, 2009 between, CCIP/2 VILLAGE BROOKE, L.L.C., a
Delaware limited liability company, 4582 South. Ulster Street, Suite 1100,
Denver, CO  80237, hereinafter called "Borrower", and THE NORTHWESTERN
MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation, 720 East Wisconsin
Avenue, Milwaukee, Wisconsin 53202, hereinafter called "Northwestern".

 

RECITALS



           
WHEREAS, Northwestern is the owner of a certain Promissory Note executed by
Borrower on December 17, 2003 in the original principal amount of Twenty-One
Million Dollars ($21,000,000.00) (the "Note") secured by a lien against certain
property in the County of Hamilton, City of Cincinnati, State of Ohio (the
"Property") as more particularly described in that certain Open-End Mortgage and
Security Agreement (the "Lien Instrument") dated December 17, 2003, executed by
Borrower and recorded December 24, 2003 in Book 9490, Page 1670 as Document No.
03-0592685 in the records of Hamilton County, Ohio;

 

           
AND WHEREAS, Northwestern has agreed to amend certain terms of the Note.

 

           
NOW, THEREFORE, in consideration of the above and of the mutual agreements
herein contained, the undersigned parties agree to the following:

 

           
1.  Unless otherwise defined herein or otherwise indicated, capitalized
words and terms used but not defined herein shall have the meaning ascribed to
them in the Note.

 

           
2.  The second paragraph of the Repayment Terms of the Note is hereby
deleted and  replaced with the following:

 

"Accrued
interest only on the amount advanced shall be paid on the fifteenth day of the
month following the date of advance ("Amortization Period Commencement Date")
and on the fifteenth day of each month thereafter until December 31, 2004. 
On the fifteenth day of the following month and on the fifteenth day of each
month thereafter through and including April 15, 2009, installments of principal
and interest shall be paid in the amount of $130,847.00.  Beginning on the May 15, 2009 payment date,
and on the fifteenth day of each month thereafter until maturity, installments
of principal and interest shall be paid in the amount of $117,130.00."

 

           
3.  Except as hereby amended, the Note shall remain in full force and
effect, unchanged and in all respects, ratified and confirmed.

 

           
4.  Nothing herein contained shall affect the priority of the Lien
Instrument over other liens, charges, encumbrances or conveyances nor shall it
release or change the liability of any party who may now or hereafter be liable,
primarily or secondarily, under or on account of the Note.

 

 

 

 

 

 

 

(remainder of page intentionally left blank)


           
IN WITNESS WHEREOF, this First Amendment has been executed by the
undersigned as of the date and year first above written.

 

                                                                       
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation

 

                                                                       
By:      Northwestern Investment Management Company,
LLC, a Delaware limited liability company, its wholly-owned affiliate and
authorized representative

 

                                                                                   
By:  /s/Thomas D. Zale

                                                                                   
      Thomas D. Zale, Managing Director

 

                                                                                   
Attest:  /s/Daniel C. Knuth

                                                                                   
      Daniel C. Knuth, Assistant Secretary

(corporate
seal)

 

           
                                                           
CCIP/2 VILLAGE BROOKE, L.L.C., a

                                                                       
Delaware limited liability company

 

                                                                       
By:      Consolidated Capital Institutional

                                                                                   
Properties/2, a California limited

                                                                                   
partnership, its sole member

 

                                                                                   
By:      ConCap Equities, Inc., a

                                                                                               
Delaware corporation, its

                                                                                               
general partner

 

                                                                                               
By:  /s/Patti K. Fielding

                                                                                               
Name:  Patti K. Fielding

                                                                                               
Its:  Executive Vice President And

                                                                                                       Treasurer

 

                                                                                               


 

 


CONSENT OF GUARANTORS:

 

The
undersigned guarantor, who is a party under that certain Guarantee of Recourse
Obligations dated as of December 17, 2003, joins in the execution of this
document for the purpose of acknowledging the above.  The undersigned
guarantor confirms that, except as herein modified, the Guarantee of Recourse
Obligations remains in full force and effect, unchanged and in all respects
ratified and confirmed.

 

                                                                                   
GUARANTORS:

 

                                                                                   
AIMCO PROPERTIES, L.P., a Delaware

                                                                                   
limited partnership

 

                                                                                   
By:     
AIMCO-GP, Inc., a Delaware 

                                                                                               
corporation, its general partner

 

                                                                       
                       
By:  /s/Patti K. Fielding

                                                                                               
Name:  Patti K. Fielding

                                                                                               
Its:  Executive Vice President And

                                                                                                       Treasurer