SECOND AMENDMENT



Exhibit
10.20

 

THIRD AMENDMENT

TO

PURCHASE AND SALE CONTRACT

 

           
This Third Amendment to Purchase and Sale Contract (“Amendment”) is made and
entered into effective as of August 22, 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 15, 2008 and a Second Amendment to Contract dated August 20, 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 (a)
provide a credit to Purchaser in exchange for a release of Seller by Purchaser
of liability for two (2) underground storage tanks on the Property, (b) amend
the Closing Date, (c) provide for a termination of the Feasibility Period and
(d) provide for the termination of certain Property Contracts.  

 

AGREEMENT

 

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

 

1.                 
Credit for UST
Removal.  At Closing,
Seller shall grant Purchaser a credit against the Purchase Price in the amount
of $150,000 to compensate Purchaser for the expenses of removing and replacing
the existing underground storage tanks.  Purchaser agrees that (a) such
credit of $150,000 shall constitute full payment, satisfaction, discharge and
release of and from all matters relating to the underground storage tanks at the
Property and (b) Seller shall have no liability or obligation to Purchaser or
any third parties with respect to (and Purchaser hereby releases Seller from any
and all liabilities and claims with respect to) any matter or claim relating to
or arising out of the underground storage tanks, including any release or
discharge of any oil or other hazardous substances from such underground storage
tanks, any soil or groundwater contamination relating to the underground storage
tanks, or any release or discharge therefrom.  Purchaser agrees to
indemnify and defend Seller from, and to hold Seller harmless from, any and all
liabilities, claims, causes of action and damages made or claimed by Purchaser
or any third parties (including any governmental or quasi-governmental
authorities) relating to the underground storage tanks or any discharge of any
oil or other hazardous substances from such underground storage tanks,
excluding, however, any such liabilities, claims, causes of action and damages
which the Seller has actual knowledge of and Purchaser does not have actual
knowledge of as of the date hereof.  This indemnity and release shall
survive Closing.

2.                 
Closing Date.   The words “August 29, 2008” in
Section 5.1 (referring to the Closing Date) are hereby deleted and replaced with
“September 23, 2008”.

3.                 
Termination of Feasibility
Period.  Purchaser
hereby waives its termination right pursuant to Section 3.2 of the Purchase and
Sale Contract dated August 12, 2008 between Seller and Purchaser.

4.                 
Property Contracts
Notice. Pursuant to Section
3.6 of the Purchase Contract, the Purchaser hereby provides notice to the Seller
that it requires that all Property Contacts, except the Laundry Lease, be
terminated at Closing and Seller hereby acknowledges that this Section 4
constitutes the Property Contracts Notice required under Section 3.6 of the
Purchase Contract to effectuate such termination requirement for
Closing.

5.                 
Ratification.  Except as modified by this Amendment, the
Purchase Contract is hereby ratified and confirmed in all respects.

6.                 
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.

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INTENTIONALLY BLANK]




 

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. Horbrook

           
Name:  Michael J. Horbrook

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