The Knolls - First Amendment to Contract



Exhibit 10.67

 

FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT

           
This First Amendment to Purchase and Sale Contract (this
“Amendment”) is made as of November 5, 2008, between CCIP KNOLLS, L.L.C.
(“Seller”) and HAMILTON ZANZE & COMPANY(“Purchaser”).

W I T N E S S E T H:

           
WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale
Contract, dated as of October 10, 2008, with respect to the sale of certain
property described therein (as amended, the “Agreement”); and

           
WHEREAS, Seller and Purchaser desire to amend certain provisions of the
Agreement.

           
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the sum of $10.00 and other good and valuable consideration, the
mutual receipt and legal sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

1.     
Capitalized Terms.     Capitalized terms used
in this Amendment shall have the meanings given to them in the Agreement, except
as expressly otherwise defined herein.

2.     
Closing Date. The first sentence of Section 5.1 of the
Agreement shall be deleted and replaced as follows:

“On
or before the expiration of the Feasibility Period, Seller shall deliver to
Purchaser a written notice setting forth the date that the Closing shall occur
(such date, the "Closing Date"); provided, however,
that the Closing Date shall be a Business Day that is not earlier than November
26, 2008 and not later than December 31, 2008.”

3.     
Cross Default Provisions.  The following shall be added as Article XV to the
Agreement:

“ARTICLE XV

CROSS DEFAULT
PROVISIONS

 

15.1    
Cross- Default.  If the seller
under a Related Contract is in default thereunder after the receipt of any
required notice and the expiration of any applicable grace period, then such
default shall constitute an immediate event of default under this Contract and
Purchaser shall have the right to exercise all of Purchaser’s rights and
remedies set forth in Section 10.2 hereof, provided, however, whichever
rights and remedies Purchaser shall exercise under Section 10.2 hereof
must be comparable with the rights and remedies exercised by the purchaser under
such Related Contract (i.e. if a seller under a Related Contract is in default
and, as a result of such default, Purchaser elects to terminate such Related
Contract and receive a refund of the deposit thereunder, then Purchaser shall
automatically elect to terminate this Contract and receive a refund of the
Deposit).  Further, if the purchaser under a Related Contract is in default
thereunder after the receipt of any required notice and the
expiration of any applicable grace period, then such default shall constitute an
immediate event of default under this Contract and Seller shall have the right
to exercise all of Seller’s rights and remedies set forth in Section 10.1
hereof.

 

15.2    
Cross-Termination.    If any Related Contract is
validly terminated by the seller thereunder or by the purchaser thereunder for
any reason pursuant to the terms of such Related Contract, then (a) this
Contract shall automatically terminate on the date on which such Related
Contract is terminated, (b) if, as a result of such termination of a Related
Contract, the deposit thereunder is payable to the seller under such Related
Contract, then the Deposit shall be paid to Seller, (c) if, as a result of such
termination of a Related Contract, the deposit thereunder is payable to the
purchaser under such Related Contract, then the Deposit shall be paid to the
Purchaser, and (d) thereafter neither Seller or Purchaser shall have any further
rights or obligations hereunder, other than those which expressly survive the
termination of this Contract.

 

15.3    
Related Contracts.  For purposes of this Article XV,
the term “Related Contracts” shall mean, collectively, (i) that certain Contract
of Sale, dated as of the date of this Amendment, between Fort Carson Associates
LP, as seller, and Hamilton Zanze & Company, as purchaser, for the sale of
the real property and improvements located thereon commonly known as Broadmoor
Ridge Apartments and located at 3893 Westmeadow Drive, Colorado Springs,
Colorado 80906, as the same may be modified or amended and (ii) that certain
Contract of Sale, dated as of the date of this Amendment, between AIMCO Mountain
View, L.L.C., as seller, and Hamilton Zanze & Company, as purchaser, for the
sale of the real property and improvements located thereon commonly known as
Mountain View Apartments and located at 4085 Westmeadow Drive, Colorado Springs,
Colorado 80906, as the same may be modified or amended; and each a “Related
Contract.”

4.     
Miscellaneous.          
This Amendment (a)  supersedes all prior oral or written communications
and agreement between or among the parties with respect to the subject matter
hereof, and (b) may be executed in counterparts, each of which shall be
deemed an original and all of which, when taken together, shall constitute a
single instrument and may be delivered by facsimile transmission, and any such
facsimile transmitted Amendment shall have the same force and effect, and be as
binding, as if original signatures had been delivered.  As modified hereby,
all the terms of the Agreement are hereby ratified and confirmed and shall
continue in full force and effect.

[Signature Page to Follow]


           
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date and year hereinabove written.

 

Seller:

 

CCIP KNOLLS, L.L.C., a Delaware limited
liability company

 

By:  
Consolidated Capital Institutional Properties, L.P.,
Series B, a California
limited partnership,
its sole member

 

By:  
ConCap Equities, Inc., a Delaware corporation,
its general partner

 

By: 
/s/Brian J. Bornhorst

Name:
 Brian J. Bornhorst

Title: 
Vice President

                       


 

Purchaser:

 

HAMILTON
ZANZE & COMPANY,

a
California corporation

 

By: 
/s/Kurt Houtkooper

Name:
 Kurt Houtkooper

Title: 
CIO