FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT



Exhibit 10.44

 

THIRD AMENDMENT TO 
PURCHASE AND SALE CONTRACT

 

           
THIS THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT (this "Third
Amendment") is made and entered into this 20th day of April,
2010 (the "Third Amendment Date"), by and between ANGELES
INCOME PROPERTIES, LTD. 6, a California limited partnership, having an
address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237
("Seller") and HOMESTEAD ON LAKE LANSING, LLC, a Michigan
limited liability company, having a principal address at 1575 Watertower Place,
East Lansing, Michigan 48823 ("Purchaser").  

 

RECITALS:

 

           
WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale
Contract dated October 26, 2009, as amended by that certain First Amendment to
Purchase and Sale Contract dated February 3, 2010, and as further amended by
that certain Second Amendment to Purchase and Sale Contract dated March 29, 2010
(as amended, the "Contract"), for certain real property situated
in the County of Ingham, State of Michigan, commonly known as Homestead
Apartments, and more specifically described in the Contract (the
"Property"); and

 

           
WHEREAS, Seller and Purchaser desire to reinstate and ratify the Contract and
amend 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.                 
Closing Date.    Section 5.1 of the Contract
is hereby amended and restated in its entirety as follows:

"5.1     
Closing Date.  The Closing shall occur on May 21, 2010 at the
time set forth in Section 2.2.3 (the "Closing Date"), or
upon such earlier date as Seller and Purchaser may agree in writing, 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.  Notwithstanding the foregoing to the contrary,
Seller shall have the option, by delivering written notice to Purchaser, to
extend the Closing Date to the last Business Day of the month in which the
Closing Date otherwise would occur pursuant to the preceding sentence, in
connection with Seller's payment in full of the Note (the "Loan
Payoff").  Further, the Closing Date may be extended without
penalty at the option of Seller to a date not later than thirty (30) days
following the Closing Date specified in the first sentence of this paragraph
above (or, if applicable, as extended by Seller pursuant to the second sentence
of this paragraph above)."

2.                 
Deposit.  On the Third Amendment Date, the Escrow Agent shall
immediately release in Good Funds to Seller $20,000.00 of the Refundable Deposit
Component and $5,000.00 of the Non-Refundable Deposit Component (collectively,
such amounts shall be referred to herein as the "Additional Release
Deposit"), and such Additional Release Deposit shall be non-refundable
to Purchaser under all circumstances and shall be credited against the Purchase
Price at Closing.   

3.                 
Seller Closing Deliveries.  No later than one day prior
to the Closing Date, Seller shall deliver to the Escrow Agent (simultaneously
with the other deliveries in Section 5.2 of the Contract) a quitclaim
deed in substantially the form attached hereto as Exhibit A
("Perimeter Quitclaim Deed") conveying Parcels 1, 2 and 3 of the
Property via the perimeter legal description attached hereto and incorporated
herein as Exhibit B ("Perimeter Legal
Description").      

4.                 
General Provisions.  The following provisions shall apply
with respect to this Third 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 used, but not otherwise defined, herein shall have the
same meaning as ascribed to such terms in the Contract.

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


(d)              
This Third 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.




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

 

 

SELLER:

 

ANGELES
INCOME PROPERTIES, LTD. 6,

a
California limited partnership

 

By:      
ANGELES REALTY CORPORATION II,

           
a California corporation,

           
its general partner

 

           
By:       /s/John Spiegleman

           
Name:  John Spiegleman

           
Title:     Senior Vice President

 

 

 




 

PURCHASER:

 

 

HOMESTEAD
ON LAKE LANSING, LLC,

a
Michigan limited liability company

By: MAPLEGROVE PROPERTY MANAGEMENT,
LLC,  a Michigan limited liability company

 

By:      
/s/James F. Anderton, IV

Name: 
James F. Anderton, IV

Title:    
Manager