FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT



Exhibit 10XX

 

FIRST AMENDMENT TO 
PURCHASE AND SALE CONTRACT

 

           
THIS FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT (this "First
Amendment") is made and entered into this 20th day of November, 2009
(the "First Amendment Date"), by and among THE NEW FAIRWAYS, L.P.,
a Delaware limited partnership, having an address at 4582 South Ulster Street
Parkway, Suite 1100, Denver, Colorado 80237 ("Seller") and
LANDBANC CAPITAL, INC., an Arizona corporation, having a principal address
at 9595 Wilshire Boulevard, Suite 900, Beverly Hills, California 90212
("Purchaser").  

 

RECITALS:

 

           
WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale
Contract, dated October 19, 2009 (the "Contract"), for certain
real property situated in the County of Collin, State of Texas, known as Fairway
Apartments and more specifically described in the Contract (the
"Property"); and

 

           
WHEREAS, Seller and Purchaser desire to amend and ratify the Contract on the
terms and conditions set forth below.

 

AGREEMENT:

 

           
NOW, THEREFORE, in consideration of the mutual covenants set forth in the
Contract and herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Seller and Purchaser agree to
amend the Contract as follows:

 

1.                 
Feasibility Period.  Section 3.1 of the Contract is
hereby amended and restated in its entirety as follows:

"3.1     
Feasibility Period.  Subject to the terms of Sections
3.3 and 3.4 and the rights of Tenants under the Leases, from the
Effective Date to and including November 23, 2009 (the "Feasibility
Period"), Purchaser, and its agents, contractors, engineers, surveyors,
attorneys, and employees (collectively, "Consultants") shall, at
no cost or expense to Seller, have the right from time to time to enter onto the
Property to conduct and make any and all customary studies, tests, examinations,
inquiries, inspections and investigations of or concerning the Property, review
the Materials and otherwise confirm any and all matters which Purchaser may
reasonably desire to confirm with respect to the Property and Purchaser's
intended use thereof (collectively, the "Inspections")."

2.                 
General Provisions.  The following provisions shall apply
with respect to this First Amendment:

                       
a.         Except as modified herein,
the Contract is in full force and effect and is hereby ratified by Purchaser and
Seller.

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

                       
c.         In the event of any conflict
between the Contract and this First Amendment, the terms and conditions of this
First Amendment shall control.

                       
d.         This First Amendment may be
executed in counterparts, each of which (or any combination of which) when
signed by all of the parties shall be deemed an original, but all of which when
taken together shall constitute one agreement.  Executed copies hereof may
be delivered by telecopier or electronic mail and upon receipt shall be deemed
originals and binding upon the parties hereto, and actual originals shall be
promptly delivered thereafter.

[remainder of this page intentionally left blank]

 




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

 

 

           
SELLER:

 

THE
NEW FAIRWAYS, L.P.,

a
Delaware limited partnership

 

By:      
DAVIDSON GROWTH PLUS GP 

           
LIMITED PARTNERSHIP,

           
a Delaware limited partnership,

           
its general partner

 

           
By:       DAVIDSON GROWTH PLUS GP 

                       
CORPORATION,

                       
a Delaware corporation,

                       
its general partner

 

                       
By: /s/Derek McCandless

                       
Name:  Derek McCandless

                       
Title:  Senior Vice President

 

[Purchaser's signature page to follow]

 




PURCHASER:

 

LANDBANC
CAPITAL, INC.

an
Arizona corporation

 

By: 
/s/John D. Wittenberg, Jr.

Name:
John D. Wittenberg, Jr.

Title:
    Attorney for LandBanc Capital, Inc.