Tar River/Wilson Acres - Second Amendment



Exhibit 10(ii)(p)

 

SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT

 

           
This Second Amendment to Purchase and Sale Contract (this
“Amendment”) is made as of March 26, 2010 by and among AIMCO WILSON
ACRES, LLC, a Delaware limited liability company, and NEW SHELTER V
LIMITED PARTNERSHIP, a Delaware limited partnership (collectively
“Sellers”), and GOLDOLLER GREENVILLE I, LLC, a Delaware
limited liability company (“Purchaser”). 

W I T N E S S E T H:

           
WHEREAS, Sellers and Purchaser entered into that certain Purchase and
Sale Contract, dated as of February 9, 2010, as amended by that certain First
Amendment to Purchase and Sale Contract, dated February 24, 2010, with respect
to the sale of certain property described therein (the “Contract”);
and

           
WHEREAS, Sellers and Purchaser desire to amend certain provisions of the
Contract.

           
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the sum of $10.00 and other good and valuable consideration, the
mutual receipt and legal sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

1.     
Capitalized Terms.     Capitalized terms used
in this Amendment shall have the meanings given to them in the Contract, except
as expressly otherwise defined herein.

2.     
Purchase Price.  The first 2 sentences of Section 2.2 of the
Contract shall be deleted and replaced as follows:  “The total
purchase price (“Purchase Price”) for the Properties shall be an amount
equal to Eleven Million Seven Hundred Thousand  Dollars
($11,700,000.00).  Sellers and Purchaser acknowledge and agree that the
Purchase Price shall be allocated as follows: (i) $4,800,000 shall be allocated
to the Wilson Acres Property and (ii) $6,900,000 shall be allocated to the Tar
River Property.”

3.     
Purchaser’s Adjournment Right.  Section 5.1.2 of the Contract
is hereby deleted in its entirety and substituted with the following provision:
“Notwithstanding the foregoing to the contrary, Purchaser shall have the right
to adjourn the Closing (the “Purchaser’s Adjournment Right”) to May 26,
2010, by delivering written notice to Sellers not later than April 21,
2010.  If Purchaser shall timely exercise Purchaser’s Adjournment Right,
then, within two (2) Business Days after the delivery of such adjournment
notice, Purchaser shall deliver to Escrow Agent an additional deposit of $50,000
(which deposit shall be deemed part of the Deposit).”

4.     
Wilson Acres Defeasance.  Purchaser hereby acknowledges that
the Loan with respect to the Wilson Acres Property is subject to a defeasance at
Closing.  In connection therewith, Purchaser hereby acknowledges and agrees
to the following:  (i) notwithstanding anything to the contrary contained
in the Contract, the balance of the Purchase Price for each Property shall be
delivered to Escrow Agent no later than 5:00 p.m. on the Business Day
immediately prior to the Closing Date, (ii) Purchaser
shall pay all fees and expenses (including, without limitation, all fees and
expenses of the servicer, servicer’s counsel, Sellers’ defeasance consultant and
the rating agencies) in connection with the defeasance, and (iii) in connection
with the defeasance, Sellers shall have the right to adjourn the Closing to May
26, 2010, by delivering written notice to Purchaser not later than April 21,
2010.  

5.     
Miscellaneous.          
This Amendment (a)  supersedes all prior oral or written communications
and agreement between or among the parties with respect to the subject matter
hereof, and (b) may be executed in counterparts, each of which shall be
deemed an original and all of which, when taken together, shall constitute a
single instrument and may be delivered by facsimile transmission, and any such
facsimile transmitted Amendment shall have the same force and effect, and be as
binding, as if original signatures had been delivered.  As modified hereby,
all the terms of the Contract are hereby ratified and confirmed and shall
continue in full force and effect.

[Signature Page to Follow]


           
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date and year hereinabove written.

 

Sellers:

AIMCO
WILSON ACRES, LLC, a Delaware limited liability company

 

By: 
AIMCO WILSON ACRES MANAGER, LLC, a Delaware limited liability company, its
manager

 

By:
AIMCO PROPERTIES, L.P., a Delaware limited partnership, its member

 

By:
AIMCO-GP, INC., a Delaware corporation, its general partner

 

By:
/s/Trent A. Johnson

Name: 
Trent A. Johnson

Title: 
Vice President

 

NEW
SHELTER V LIMITED PARTNERSHIP, a Delaware limited partnership

 

By: 
SHELTER V GP LIMITED PARTNERSHIP, a Delaware limited partnership, its general
partner

 

By: 
SHELTER REALTY V CORPORATION, a South Carolina corporation, its general
partner

 

By:
/s/Trent A. Johnson

Name: 
Trent A. Johnson

Title: 
Vice President

 

 

 

 

[Purchaser’s signature page follows]

 




Purchaser:

GOLDOLLER GREENVILLE I, LLC, a Delaware limited liability company 

By: 
/s/Richard Oller
Name:  Richard Oller
Title: 
President