SECOND AMENDMENT



Exhibit 10.19

 

SECOND
AMENDMENT

TO

PURCHASE
AND SALE CONTRACT

 

 

 

 

           
This Second Amendment to Purchase and Sale Contract is made and entered into
effective as of August 20, 2008, by and between ORP THREE L.L.C., a
Maryland limited liability company (“Seller”), and NIGHTHAWK PROPERTIES,
LLC, a Minnesota limited liability company, and OSPREY PROPERTIES LIMITED
PARTNERSHIP, LLLP, a Minnesota limited liability limited partnership
(collectively, “Purchaser”).

 

BACKGROUND

 

           
Seller and Purchaser entered into a  Purchase and Sale Contract dated
August 12, 2008, as amended by a First Amendment to Purchase and Sale Contract
dated August 14, 2008  (collectively, the “Purchase Contract”).  Under
the Purchase Contract, Seller agrees to sell to Purchaser certain real estate
legally described in the Purchase Contract, located in the City of Burnsville,
Dakota County, Minnesota, known as the Raven Hill Apartments (the
“Property”).  Capitalized terms not defined herein, shall have the same
meaning given such terms in the Purchase Contract.

 

           
Purchaser and Seller wish to modify and amend the Purchase Contract to extend
the expiration of the Feasibility Period from Wednesday, August 20, to Friday,
August 22.

 

AGREEMENT

 

           
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties mutually agree as
follows:

 

1.                 
Amend Section 3.1.  Section 3.1 is hereby amended to
change the date on which the Feasibility Period expires from August 20, 2008, to
August 22, 2008.

2.                 
Purchase Contract Effective.   The Purchase
Contract, as modified and amended hereby, is hereby confirmed and
ratified.  Except as amended hereby, the Purchase Contract is and will
remain in full force and effect pursuant to its terms.

3.                 
Counterparts.  This Amendment may be executed in any
number of counterparts, each of which shall constitute an original but all of
which together with constitute one instrument. This Amendment shall not be
effective unless and until the same has been executed and delivered by all
parties hereto whether in one or more counterparts.  This Amendment may be
executed by facsimile or pdf signatures which shall be binding on the parties
hereto, with original signatures to be delivered as soon as reasonably practical
thereafter.

 




 

IN
WITNESS WHEREOF, to evidence their agreement to the foregoing, the parties
have duly executed this Amendment effective as of the date first indicated
above.

 

                                               
SELLER:

 

ORP
THREE L.L.C.,

a
Maryland limited liability company 

 

By:      
ORP CORPORATION III,

           
a Maryland corporation

Its:       
Managing Member

 

By:
 /s/Michael J. Hornbrook

Name: 
Michael J. Hornbrook

Its:
 Senior Vice President

 

PURCHASER:

 

NIGHTHAWK
PROPERTIES, LLC, 

a
Minnesota limited liability company

 

By: 
/s/James R. Riley

Name: 
James R. Riley

Its: 
President

 

 

OSPREY
PROPERTIES LIMITED 

PARTNERSHIP,
LLLP,

a
Minnesota limited liability limited partnership

 

By:      
Riley Family Corporation,

           
its General Partner

 

By: 
/s/James R. Riley

Name: 
James R. Riley

Its: 
President