Village Green - Reinstatement and Third Amendment



Exhibit 10.65

 

REINSTATEMENT OF AND THIRD AMENDMENT TO
PURCHASE AND SALE
CONTRACT

           
Reinstatement of and Third Amendment to Purchase and Sale Contract (the
“Amendment”) is made as of October 5, 2010, between CONCAP VILLAGE
GREEN ASSOCIATES, LTD., a Texas limited partnership
(“Seller”), and VILLAGE GREEN GARDENS ASSOCIATES, LLC, a
Virginia limited liability company (“Purchaser”).

W I T N E S S E T H:

           
WHEREAS, Seller and Purchaser (successor-by-assignment to Harbor Group
International, LLC) entered into a Purchase and Sale Contract dated as of May
24, 2010, as amended by (i) that certain First Amendment to Purchase and Sale
Contract, dated as of May 26, 2010 and (ii) that certain Reinstatement of and
Second Amendment to Purchase and Sale Contract, dated as of July 16, 2010
(collectively, the “Contract”) with respect to the sale of certain
property known as Village Green Apartments located in Seminole County, Florida,
as described in the Contract; 

           
WHEREAS, pursuant to that certain letter dated September 29, 2010 from
Purchaser to Seller (the “Termination Notice”), Purchaser exercised its
termination right pursuant to Section 4.5.5 of the Contract;

           
WHEREAS, Seller and Purchaser desire to (i) rescind the Termination
Notice, (ii) reinstate the Contract in its entirety and (iii) amend the Contract
on the terms set forth herein.

           
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 Contract, except
as expressly otherwise defined herein.

2.     
Reinstatement.          
Purchaser hereby rescinds the Termination Notice.  Seller and Purchaser
hereby agree that (i) the Termination Notice is null and void and (ii) the
Contract is hereby reinstated in its entirety, as amended by this Amendment, and
is hereby ratified and affirmed in all respects, as if the Termination Notice
had never been given by Purchaser.

3.     
Prepayment
Penalty.             
Notwithstanding anything to the contrary contained in the Contract, at Closing,
Seller shall pay to Lender the Prepayment Penalty associated with the pay down
of the first mortgage loan (Loan # 50-1033080) to a principal balance of
$2,031,113.89. Purchaser acknowledges that it no longer has the right to
terminate the Contract pursuant to Sections 4.5.5 and 4.5.9.  

4.     
Closing
Date.            
Notwithstanding anything to the contrary contained in the Contract, the Closing
Date (as such term is defined in Section 5.1.1 of the Contract) is hereby amended to be October 20, 2010. 

5.     
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 or electronic
mail, and any such facsimile transmitted or electronically mailed 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
Contract 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:

CONCAP
VILLAGE GREEN ASSOCIATES, LTD., a Texas limited partnership

 

By: 
CCP/III VILLAGE GREEN GP, INC., a South Carolina corporation, its general
partner

 

By: 
/s/John Spiegleman

Name: 
John Spiegleman

Title: 
Senior Vice President

 

Purchaser:

VILLAGE
GREEN GARDENS ASSOCIATES, LLC, a Virginia limited liability company

 

By: 
Village Green Managing Co., LLC, a Delaware limited liability company, its
Manager

 

By:  /s/T. Richard Litton,
Jr.

Name:  T. Richard Litton, Jr.

Title:  Vice President