FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT



Exhibit 10.45

 

FOURTH AMENDMENT TO 
PURCHASE AND SALE
CONTRACT

 

           
THIS FOURTH AMENDMENT TO PURCHASE AND SALE CONTRACT (this "Fourth
Amendment") is made and entered into this 14th day of May,
2010 (the "Fourth Amendment Date"), by and between ANGELES
INCOME PROPERTIES, LTD. 6, a California limited partnership, having an
address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237
("Seller") and HOMESTEAD ON LAKE LANSING, LLC, a Michigan
limited liability company, having a principal address at 1575 Watertower Place,
East Lansing, Michigan 48823 ("Purchaser").  

 

RECITALS:

 

           
WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale
Contract dated October 26, 2009, as amended by that certain First Amendment to
Purchase and Sale Contract dated February 3, 2010, as further amended by that
certain Second Amendment to Purchase and Sale Contract dated March 29, 2010, as
further amended by that certain Third Amendment to Purchase and Sale Contract
dated April 20, 2010 (as amended, the "Contract"), for certain
real property situated in the County of Ingham, State of Michigan, commonly
known as Homestead Apartments, and more specifically described in the Contract
(the "Property"); and

 

           
WHEREAS, that certain Third Amendment to Purchase and Sale Contract dated April
20, 2010 ("Third Amendment") set the Closing Date for May 21,
2010; and       

 

           
WHEREAS, Purchaser requests that the Closing Date be changed to May 20, 2010,
and Seller is willing to accommodate this request on the condition that it is
able to obtain an amended Loan Payoff; and

 

           
WHEREAS, Seller and Purchaser desire to amend the Contract on the terms and
conditions set forth below.

 

AGREEMENT:

 

           
NOW, THEREFORE, in consideration of the mutual covenants set forth in the
Contract and herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Seller and Purchaser agree to
amend the Contract as follows:

 

1.                 
Amendment to Closing Date.  Seller hereby agrees to
revise the Closing Date, as such term is defined in Section 5.1 of the
Contract, from Friday, May 21, 2010 to Thursday, May 20, 2010; provided,
however, that if Seller is unable to obtain a Loan Payoff statement from Lender
for a Closing on such May 20, 2010 date, then the Closing Date shall
automatically revert to May 21, 2010, as was provided for in the Third
Amendment.  If Seller is able to obtain a Loan Payoff statement from Lender
for a May 20, 2010 Closing Date, then Purchaser shall unconditionally be
committed to proceed to Closing on May 20, 2010. 
    

2.                 
General Provisions.  The following provisions shall apply
with respect to this Fourth Amendment:

(a)               
Except as modified herein, the Contract is in full force and effect and
is hereby ratified by Purchaser and Seller.  

(b)              
Capitalized terms used, but not otherwise defined, herein shall have the
same meaning as ascribed to such terms in the Contract.

(c)               
In the event of any conflict between the Contract and this Fourth
Amendment, the terms and conditions of this Fourth Amendment shall control.


(d)              
This Fourth Amendment may be executed in counterparts, each of which (or
any combination of which) when signed by all of the parties shall be deemed an
original, but all of which when taken together shall constitute one
agreement.  Executed copies hereof may be delivered by telecopier or
electronic mail and upon receipt shall be deemed originals and binding upon the
parties hereto, and actual originals shall be promptly delivered
thereafter.




           
NOW, THEREFORE, the parties hereto have executed this Fourth Amendment as
of the Fourth Amendment Date.

 

 

SELLER:

 

ANGELES
INCOME PROPERTIES, LTD. 6,

a
California limited partnership

 

By:      
ANGELES REALTY CORPORATION II,

           
a California corporation,

           
its general partner

 

           
By:  /s/John Spiegleman

           
Name:  John Spiegleman

           
Title:  Senior Vice President

 

 

 




 

PURCHASER:

 

 

HOMESTEAD
ON LAKE LANSING, LLC,

a
Michigan limited liability company

By: Maplegrove Property Management,
LLC

a
Michigan limited liability company, Manager

 

By:
 /s/James F. Anderton, IV

Name:
 James F. Anderton, IV

Title:
 Manager