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Exhibit 10.145

 

SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT

 

 

THIS
SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE AND JOINT ESCROW
INSTRUCTIONS (this “Second Amendment”) is made and
entered into as of the 6th day of October, 2008, by and among by the selling
parties identified on Seller Information Schedule attached as Schedule 1
to the Agreement (as that term is defined below) each having an address at 4582
South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (individually a
“Seller” and collectively “Sellers”), and JRK
BIRCHMONT ADVISORS, LLC, a Delaware limited liability company and JRK PROPERTY
HOLDINGS, INC., a California corporation, each having a principal address at
11766 Wilshire Boulevard, Suite 1450, Los Angeles, California 90025
(collectively as “Purchaser”), or its permitted assignee or
assignees as provided in Section 14.4 of the Agreement.

RECITALS

 

A.       
Sellers and Purchaser are parties to that certain Agreement for Purchase and
Sale and Joint Escrow Instructions, dated September 29, 2008 (the
“Agreement”) pertaining to the purchase and sale of those certain
real properties located in Georgia more particularly described on Exhibits
A-1 through A-2 attached to the Agreement (the
“Properties”).  

B.        
Sellers and Purchaser intend to modify the Agreement with respect to the date
for delivery of the Management Agreements as described in Section 6.1.4 of the
Agreement.

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.                 
Management Agreements.  

(a)               
The reference in Section 6.1 of the Agreement to “October 6, 2008”
is hereby deleted and replaced with “October 9, 2008.”

(b)              
The reference in Section 6.1.4 of the Agreement to “October 6,
2008” is hereby deleted and replaced with “October 9, 2008.”

3.                 
Counterparts.  This Second 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 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
Second Amendment, all other terms and conditions of the Agreement shall remain
unmodified, the same being ratified, confirmed and republished hereby.

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


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

Sellers:

 

	
BELMONT
PLACE APARTMENTS:
	
FOOTHILL
CHIMNEY ASSOCIATES LIMITED PARTNERSHIP, a Georgia limited
partnership

 

By:      
CONCAP EQUITIES, INC., a
Delaware
           
corporation, its general partner 

 

           
By:  /s/John Spiegleman

           
Name:  John Spiegleman

           
Title:  Senior Vice President

           


	
LAUREL
HILLS PRESERVE APARTMENTS:

 
	
AMBASSADOR
IV, L.P., a Delaware limited partnership 

 

By:      
AMBASSADOR IV, INC., a
Delaware
           
corporation, its general partner 

 

           
By:  /s/John Spiegleman

           
Name:  John Spiegleman

           
Title:  Senior 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

 

[SIGNATURES CONTINUED ON FOLLOWING PAGE]