Exhibit 10.72

 

THIRD AMENDMENT TO

PURCHASE AND SALE
CONTRACT

 

THIS
THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT (this “Third
Amendment”) is made and entered into this 9th day of December, 2008 (the
"Third Amendment Date"), by and between CCIP PALM LAKE, L.L.C., a
Delaware limited liability company, having an address at 4582 South Ulster
Street Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), and
BLACKHAWK APARTMENT OPPORTUNITY FUND II LLC, an Illinois limited liability
company, having a principal address at 100 North LaSalle Street, Suite
2200, Chicago, Illinois  60602 (“Purchaser”).

R E C I T A L S:

 

A.                
Seller and Purchaser previously entered into that certain Purchase and
Sale Contract dated October 24, 2008, as amended by that certain First Amendment
to Purchase and Sale Contract dated November 24, 2008 and that certain Second
Amendment to Purchase and Sale Contract dated November 26, 2008 and as assigned
by Purchaser to PL Apartments LLC, a Florida limited liability company
("Assignee"), (collectively, the “Agreement”),
relating to the sale and purchase of the property described therein.

B.                
Seller and Purchaser desire to amend the Agreement as set forth
herein.

NOW,
THEREFORE, in consideration of these premises, the terms and conditions
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby covenant and
agree as follows:

1.                 
Recitals; Definitions.  The recitals set forth above
are hereby incorporated herein.  All initial capitalized terms not defined
herein shall have the meanings ascribed to such terms in the Agreement.

2.                 
Closing Date.  Section 5.1 of the Agreement is
hereby deleted in its entirety and replaced with the following:

"The Closing shall occur on December 9, 2008 (the
“Closing Date”) through an escrow with Escrow Agent, whereby
Seller, Purchaser and their attorneys need not be physically present at the
Closing and may deliver documents by overnight air courier or other
means."

3.                 
Noted Deficiencies.  During the course of its due
diligence, Purchaser has noted deficiencies at the Property with respect to
conditions relating to an unstable patio and detached balcony appurtenant to
building #5017, units #137 and #237 (all such deficiencies, the "Noted
Deficiencies").  In consideration of Purchaser’s waiver of any and
all Losses relating to the Noted Deficiencies, Seller hereby agrees, subject to
the terms and conditions of this Third Amendment, to provide Purchaser with a
credit against the Purchase Price in an amount equal to $8,200.00 (the
“Noted Deficiencies Credit”).  Purchaser shall be solely
responsible for the costs of completing any repairs arising out of or
necessitated by the Noted Deficiencies.  The Noted Deficiencies Credit
shall be in full satisfaction of Seller's obligations with respect to the Noted
Deficiencies.  Purchaser hereby releases Seller under
the Agreement, as amended  by this Third Amendment, from any obligations
and liabilities arising from or related to the Noted Deficiencies.  As of
the Closing Date, Purchaser hereby generally and unconditionally releases,
waives, acquits and forever discharges Seller from and against any and all
Losses related to, occurring or arising from the Noted Deficiencies, whether
arising or accruing before, on or after the Closing Date.  The release set
forth in this Third Amendment shall include and inure to the benefit of the
Seller and Seller's Indemnified Parties.  The Noted Deficiencies do not
constitute a breach of any of Seller’s Representations nor a default by Seller
of any representation, warranty, covenant or obligation under the
Agreement.  Purchaser expressly reaffirms the provisions set forth in
Section 6.2 of the Agreement, including, without limitation, the "AS-IS",
"WHERE IS" and "WITH ALL FAULTS" nature of the acquisition of the Property
subject to Seller's Representations.  Seller shall not be responsible or
liable for any defects, errors or omissions with respect to the Noted
Deficiencies and shall be deemed to have made no representations or warranties
regarding the same.  The provisions of this Section 3 shall survive
the Closing and delivery of the Deed to Purchaser.

4.                 
Counterparts.  This Third Amendment may be
executed and delivered in any number of original or facsimile counterparts, each
of which so executed and delivered shall be deemed to be an original and all of
which shall constitute one and the same instrument.

5.                 
Ratification.  The Agreement, as amended hereby,
remains in full force and effect and is hereby ratified and confirmed, as
amended by this Third Amendment.  In the event of any conflict between the
Agreement and this Third Amendment, the terms and conditions of this Third
Amendment shall control.

 

[Remainder of Page Intentionally Left Blank]


IN WITNESS WHEREOF, Purchaser and Seller have executed
this Third Amendment as of the date set forth above.

 

 

           
Seller:

 

CCIP
PALM LAKE, L.L.C.,

a
Delaware limited liability company

 

By:      
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP,

           
a Delaware limited partnership,

           
its member

 

           
By:       CONCAP EQUITIES, INC.,

                       
a Delaware corporation,

                       
its general partner

 

 

 

                       
By:  /s/Brian J.
Bornhorst                     


                       
Name:  Brian J.
Bornhorst                    


                       
Title:  Vice
President                            


 

 

[Purchaser's Signature Page Follows]


Purchaser:

BLACKHAWK APARTMENT OPPORTUNITY FUND II,
LLC,
an Illinois limited
liability company

By:       Blackhawk Fund Manager II
LLC,
its manager

By:  /s/Gary S.
Richman                       

Name:  Gary S.
Richman                     

Title: 
Manager                                    


 

[Assignee's Signature Page Follows]


           
Assignee hereby joins in the execution of this Third Amendment for the purpose
of agreeing to pay and perform all of Purchaser's obligations under the
Agreement, as amended by this Third Amendment, on the terms and conditions set
forth in that certain Assignment and Assumption of Purchase and Sale Contract
between Purchaser and Assignee dated November 24, 2008.

                                                           
Assignee:

                                                           
PL APARTMENTS LLC, a Florida limited liability company

By:      
Blackhawk Apartment Opportunity Fund II,
LLC,
           
an Illinois limited liability company, its
manager

           
By:     Blackhawk Fund Manager II
LLC,
          its manager

          By: 
/s/David V.
Hall                  

          Name: 
David V.
Hall                

          Title: 
Partner