Exhibit 10



Exhibit 10.46

 

FOURTH AMENDMENT TO AGREEMENT FOR 
PURCHASE AND SALE AND
JOINT ESCROW INSTRUCTIONS

 

THIS
FOURTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE AND JOINT ESCROW
INSTRUCTIONS (this “Fourth Amendment”) is made and
entered into as of the 23rd day of October, 2008, by and among COOPER'S POINTE
CPGF 22, L.P., a Delaware limited partnership, COPPER MILL CPGF 22, L.P., a
Delaware limited partnership , and HIBBEN FERRY I APARTMENT PARTNERS, L.P., a
Delaware limited partnership, each having an address at 4582 South Ulster Street
Parkway, Suite 1100, Denver, Colorado 80237 (individually a
“Seller” and collectively “Sellers”), and COOPER’S
POINTE APARTMENTS, LLC, a Delaware limited liability company, COPPER MILL
APARTMENTS, LLC, a Delaware limited liability company, and HIBBEN FERRY
APARTMENTS, LLC, a Delaware limited liability company, each having an address at
11766 Wilshire Boulevard, Suite 1450, Los Angeles, California 90025
(individually a “Purchaser” and collectively
“Purchasers”).

 

RECITALS

 

A.       
Sellers and certain of their affiliates listed on Schedule 1 to the Agreement
(defined below), and JRK BIRCHMONT ADVISORS, LLC, a Delaware limited liability
company, JRK PROPERTY HOLDINGS, INC., a California corporation (collectively,
“JRK”) entered into that certain Agreement for Purchase and Sale
and Joint Escrow Instructions, dated September 29, 2008, as amended by that
certain First Amendment to Purchase and Sale Contract dated September 30, 2008,
and that certain Second Amendment to Purchase and Sale Contract dated October 2,
2008, and that certain Third Amendment to Purchase and Sale Contract dated
October 21, 2008 (the “Agreement”), pertaining to the purchase and
sale of those certain real properties located in Colorado, Georgia, Ohio, South
Carolina and Virginia, more particularly described on Exhibits A-1 through
A-16 attached to the Agreement (the “Properties”).  

B.        
Pursuant to those certain fifteen (15) separate Assignments and Assumptions of
Agreement for Purchase and Sale and Joint Escrow Instructions dated October 10,
2008, JRK assigned its interests in the Agreement to the Purchasers and certain
other entities as set forth on Schedule 3 attached hereto.

C.       
The purchase and sale of each of the Bexley House, Big Walnut, Courtney Park,
Governor’s Park, Runaway Bay I, Runaway Bay II, Scotch Pines East, Springhouse,
Sycamore Creek, Village Gardens, Villas at Little Turtle and Webb Bridge
Crossing Properties closed on October 22, 2008.

D.       
Sellers and Purchasers desire to amend the Agreement to change the Closing Date
for the Hibben Ferry I Property to Friday, October 24, 2008, as more
particularly set forth hereinafter.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Sellers and Purchaser hereby agree
as follows:

1.                 
Capitalized Terms.  All capitalized terms and phrases
used herein but not otherwise defined shall have the same meanings given to them
in the Agreement.  

2.                 
Amendment of Closing Date.  Section 6.2
of the Agreement, as amended by the Third Amendment to the Agreement, is hereby
deleted in its entirety and replaced with the following:  

6.2.     
Closing Date.  The Closing for each of the Properties except
the Hibben Ferry I Property, the Copper Mill Property and the Cooper’s Pointe
Property shall occur on October 22, 2008 and the Closing for the Hibben Ferry I
Property, Copper Mill Property and the Cooper’s Pointe Property shall occur on
October 24, 2008 (each, a “Closing Date”), through an escrow with
Escrow Agent, whereby the Sellers, 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, with regard to the
Copper Mill Property and the Cooper’s Pointe Property, Purchaser may elect, at
its option and if unable to Close either such Property on October 24, 2008, to
Close such Property on October 29, 2008, by written notice delivered to the
applicable Seller on or before 1:00 p.m. PST on October 23, 2008.  In
addition, if Purchaser has extended the Closing Date for either the Cooper’s
Pointe Property or the Copper Mill Property as provided in the foregoing
sentence, Purchaser may elect, at its option and if unable to Close either such
Property on October 29, 2008, to Close such Property on October 31, 2008, by
written notice delivered to the applicable Seller on or before 1:00 p.m. PST on
October 28, 2008.  In the event that on or before October 30, 2008,
Purchaser has not obtained Loan Assumption Approval for the Cooper’s Pointe
Property, and Purchaser has used its best efforts to obtain such Loan Assumption
Approval with respect to such Property, the Closing Date with respect to the
Cooper’s Pointe Property shall automatically be extended to November 21, 2008
and the provisions of Section 5.7 of this Agreement shall apply. 
If, under Section 5.7 Purchaser is unable to obtain Loan Assumption
Approval by November 21, 2008 with respect to the Cooper’s Pointe Property and
the applicable Seller has elected to convert Cooper’s Pointe to a Payoff
Property, the Closing Date shall be thirty (30) days after the Cooper’s Pointe
Seller gives notice of its election to convert the Property to Purchaser.

3.                 
Counterparts.  This Fourth Amendment may be executed
in multiple counterparts, each of which shall be an original and all of which
together shall constitute one and the same Fourth Amendment.  It shall not
be necessary that each party execute each counterpart, or that any one
counterpart be executed by more than one party, so long as each party executes
at least one counterpart.

4.                 
Ratification.  Except as expressly set forth in this
Fourth Amendment, all other terms and conditions of the Agreement shall remain
unmodified, the same being ratified, confirmed and republished hereby.

5.                 
Governing Law.  This Fourth Amendment shall be
governed by and construed in accordance with the laws of the State of Colorado.


[SIGNATURES BEGIN ON FOLLOWING PAGE]


NOW, THEREFORE, the parties hereto have executed this Fourth
Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions as of
the date first set forth above.

Sellers:

 

	
COPPER
MILL APARTMENTS:

 
	
COPPER
MILL CPGF 22, L.P., a Delaware limited partnership 

 

By:      
CPGF 22 COPPER MILL GP, L.L.C.,
          
            a South
Carolina limited liability company, 

           
its general partner 

 

           
By:    CENTURY PROPERTIES GROWTH

                    
FUND XXII, A CALIFORNIA LIMITED

                    
PARTNERSHIP, a California limited

                    
partnership, 

                    
its member 

 

                    
By:   FOX PARTNERS IV, a California
           
           general
partnership, 

                            
its general partner 

 

                            
By:  FOX CAPITAL MANAGEMENT
                                   
CORPORATION, a California
                                   
corporation, 

                                   
its general partner 

 

By: 
/s/Brian J. Bornhorst 

Name: 
Brian J. Bornhorst

Title: 
Vice President

 



 

	
COOPER’S POINTE APARTMENTS:

 
	
COOPER'S
POINTE CPGF 22, L.P., a Delaware limited partnership 

 

By:  
CPGF 22 COOPER'S POINTE GP, L.L.C., a South
        Carolina limited liability
company, 

       
its general partner 

 

       
By:   CENTURY PROPERTIES GROWTH FUND
               
XXII, A CALIFORNIA LIMITED
            
        PARTNERSHIP, a California
limited
                  
        partnership, 

               
its member 

 

               
By:   FOX PARTNERS IV, a California general
                       
partnership, 

                       
its general partner 

 

                       
By:       FOX CAPITAL MANAGEMENT
                                   
CORPORATION, a California
                                   
corporation, 

                                   
its general partner 

 

By: 
/s/Brian J. Bornhorst 

Name: 
Brian J. Bornhorst

Title: 
Vice President

 

	
HIBBEN
FERRY I APARTMENTS:

 
	
HIBBEN
FERRY I APARTMENT PARTNERS, L.P., a Delaware limited partnership 

 

By:      
AIMCO HOLDINGS, L.P., a Delaware limited
           
partnership, 

           
its general partner 

 

           
By:       AIMCO HOLDINGS QRS, INC., 

                       
a Delaware corporation, 

                       
its general partner 

 

By: 
/s/Brian J. Bornhorst 

Name: 
Brian J. Bornhorst

Title: 
Vice President

 



 

 

[SIGNATURES CONTINUED ON NEXT PAGE]

 

Purchaser:

 

JRK
PROPERTY HOLDINGS, INC.,
a California corporation




By: 
/s/Jay Schulman
Name:  Jay Schulman
Title:  President

 

 

JRK
BIRCHMONT ADVISORS LLC,
a Delaware limited liability company

 

By:      
JRK Birchmont Capital Partners LLC,
a California limited liability
company,
its Managing Member

 

By:      
JRK Property Holdings, Inc.,
a California corporation,
its Manager

 

 

By: 
/s/Jay Schulman
Name:  Jay Schulman
Title:  President

 

 

	
COPPER
MILL APARTMENTS:
	
COPPER
MILL APARTMENTS, LLC,
a Delaware limited liability company

 

By:    
BJP III East Coast Properties, LLC,
a Delaware limited liability
company,
its Managing Member

 

 

By: 
/s/David S. Walker

Name: 
David S. Walker

Title: 
President

 

 

 



 


 

	
COOPER’S
POINTE APARTMENTS:
	
COOPERS
POINTE APARTMENTS, LLC,
a Delaware limited liability company

 

By:    
BJP III East Coast Properties, LLC,
a Delaware limited liability
company,
its Managing Member

 

 

By: 
/s/David S. Walker

Name: 
David S. Walker

Title: 
President

 

 

	
HIBBEN
FERRY I APARTMENTS:
	
HIBBEN
FERRY APARTMENTS, LLC,
a Delaware limited liability company

 

By:    
BJP III East Coast Properties, LLC,
a Delaware limited liability
company,
its Managing Member

 

 

By: 
/s/David S. Walker

Name: 
David S. Walker

Title: 
President