AMENDMENT TO AGREEMENT OF



Exhibit 10P

FIRST AMENDMENT TO

PURCHASE AND SALE CONTRACT

 

THIS
FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT (this "First
Amendment") is made and entered into as of the 6th day of May, 2009 (the
"First Amendment Date"), by and between PLAINVIEW APARTMENTS,
L.P., a South Carolina limited partnership, having an address at 4582 South
Ulster Street Parkway, Suite 1100, Denver, Colorado 80237
("Seller"), and NTS-PLAINVIEW ASSOCIATES, a Kentucky limited
partnership, having a principal address at 1000 Stone Springs Way, Louisville,
Kentucky 40223 ("Purchaser").

RECITALS

           
WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale
Contract dated as of April 6, 2009 (the "Contract") with respect
to the sale of certain Property identified therein.  Any capitalized term
used, but not otherwise defined herein, shall have the meaning set forth in the
Contract. 

           
WHEREAS, Seller and the Purchaser have agreed to modify the Purchase Price under
the Contract, among other items, as more particularly set forth herein.

           
NOW, THEREFORE, in consideration of the Contract, the covenants, promises,
agreements, and conditions contained herein, and for other good and valuable
consideration, the receipt, sufficiency, and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

AGREEMENT

1.                 
Purchase Price.  The Purchase Price as stated in
Section 2.2 of the Contract is hereby amended to delete "$21,035,000" and
substitute "$20,535,000."

2.                 
Feasibility Period.  The Feasibility Period under the
Contract shall be deemed to have expired for all purposes under the Contract on
the First Amendment Date.  Purchaser hereby agrees that it has completed
its review of the Property and hereby waives its right to further object
(pursuant to Sections 3.2 or 4.3 of the Contract or otherwise) to
any matter concerning the Title Documents, the Survey, the Property Contracts,
the Leases, the Miscellaneous Property Assets, the physical condition of the
Property, or otherwise with respect to the Property; provided, however, that the
foregoing waiver shall not waive any of Purchaser's express rights under the
Contract which are applicable to the time period following expiration of the
Feasibility Period.

3.        
Property Contracts Notice.   Seller hereby accepts this
Amendment as Purchaser’s Contracts Notice to terminate all Property Contracts,
except for the Coinmach and Protection One (alarm system) contracts. 

4.        
Ratification of Contract.  All terms and provisions of the
Contract not specifically modified or amended by this First Amendment shall
remain in full force and effect, and the Contract, as
expressly modified herein, is hereby ratified, confirmed and approved in all
respects by the parties hereto.

3.                 
Miscellaneous.  The following provisions shall apply
with respect to this First Amendment:

(a)               
Full Force and Effect; Conflict.  Except as amended by this
First Amendment, the Contract, as modified herein, remains in full force and
effect and is hereby ratified by Seller and Buyer.  In the event of any
conflict between the Contract and this First Amendment, the terms and conditions
of this First Amendment shall control.

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

(c)               
Entire Contract.  The Contract, as amended by this First
Amendment, contains the entire agreement of Seller and Buyer with respect to the
subject matter hereof, and may not be amended or modified except by an
instrument executed in writing by Seller and Buyer.

(d)              
Governing Law.  This First Amendment shall be governed by and
construed in accordance with the laws of the Commonwealth of Kentucky.

(e)               
Counterparts.  This First Amendment may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

(f)                
Facsimile/.pdf Signatures.  This First Amendment may be
executed by facsimile and/or .pdf signatures which shall be binding as originals
on the parties hereto.

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

 

SELLER:

 

                                                           
PLAINVIEW APARTMENTS, L.P.,

                                                           
a South Carolina limited partnership

 

                                                           
By:       NEW PLAINVIEW GP, L.L.C.,

                                                                       
a South Carolina limited liability company,

                                                                       
its general partner

 

                                                                       
By:       DAVIDSON DIVERSIFIED REAL 

                                                                                   
ESTATE III, L.P.,

                                                                                   
a Delaware limited partnership,

                                                                                   
its manager member

 

                                                                                   
By:       DAVIDSON DIVERSIFIED 

                                                                                               
PROPERTIES, INC.,

                                                                                               
a Tennessee corporation,

                                                                                               
its managing general partner

 

 

                                                                                               
By: /s/Brian J. Bornhorst

                                                                                               
Name: Brian J. Bornhorst

                                                                                               
Title: Vice President

 

 

PURCHASER:

 

                                                           
NTS-PLAINVIEW ASSOCIATES,

                                                           
a Kentucky limited partnership,

                                                           


                                                           
By: NTS Capital Corporation, its General Partner

 

                                                           
By:  /s/Neil A. Mitchell

                                                           
Name:  Neil A. Mitchell

                                                           
Title:  Senior Vice President