Exhibit 10.42
FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT
THIS FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT (this "Amendment") is made
and entered into as of the 7thday of July, 2009 by and between CCIP/2 WINDEMERE,
L.P., a Delaware limited partnership (" Seller"), and DERBYSHIRE INVESTMENTS
WINDEMERE, LLC, a Texas limited liability company ("Purchaser").
WI T N E S S E T H:
WHEREAS, Seller and Purchaser are parties to that certain Purchase and Sale
Contract dated May 11, 2009 (the " Contract") pertaining to the purchase and
sale of that certain real property located in Harris County, Texas more
particularly described on Exhibit A attached thereto and commonly known as
Windemere Apartments (the "Property");
WHEREAS, the parties intend to modify the Contract to reflect the foregoing, as
more particularly set forth hereinafter.
AM E N D M E N T
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
Sellers and Purchaser hereby agree as follows:
1.
CAPITALIZED TERMS.
ALL CAPITALIZED TERMS AND PHRASES USED
HEREIN SHALL HAVE THE SAME MEANINGS GIVEN TO THEM IN THE CONTRACT.
2.
CREDIT.
A NEW SECTION 5.4.13 IS HEREBY ADDED TO THE
CONTRACT AS FOLLOWS:
5.4.13
REPAIR CREDIT.
AT CLOSING, PURCHASER SHALL RECEIVE A CREDIT AGAINST THE
PURCHASE PRICE IN AN AMOUNT EQUAL TO $30,000.00 FOR REPAIRS AND REPLACEMENTS AT
THE PROPERTY RELATING TO TERMITE DAMAGE.
3.
911 PHONES.
SELLER HEREBY CONFIRMS THAT IT HAS ORDERED "911
PHONES" FOR THE PROPERTY AND THAT SUCH PHONES ARE CURRENTLY SCHEDULED TO BE
INSTALLED ON OR ABOUT JULY 7, 2009.
NOTWITHSTANDING THE ESTIMATED INSTALLATION
DATE SET FORTH ABOVE, SELLER AGREES THAT SUCH 911 PHONES SHALL BE INSTALLED AT
THE PROPERTY PRIOR TO THE CLOSING DATE.
4.
POOL PERMIT.
SELLER HAS CONFIRMED WITH THE CITY OF HOUSTON,
TEXAS, THAT THE PROPERTY HAS A CURRENTLY VALID POOL PERMIT FOR BOTH POOLS AT THE
PROPERTY, NOTWITHSTANDING THAT THERE IS ONLY ONE PERMIT NUMBER CURRENTLY
ISSUED.
SELLER HAS INQUIRED WITH THE CITY OF HOUSTON AS TO WHY SEPARATE POOL
PERMITS WERE NOT ISSUED AND IS ENDEAVORING TO CAUSE THE CITY OF HOUSTON TO ISSUE
SEPARATE, REPLACEMENT PERMITS.
5.
BOILER PERMIT.
SELLER HAS CAUSED TO BE OBTAINED STATE
BOILER PERMITS AND HAS PLACED COPIES OF THE SAME IN THE BOILER ROOMS AT THE
PROPERTY.
6.
FIXTURES AND TANGIBLE PERSONAL PROPERTY.
SELLER AND
PURCHASER AGREE THAT EXHIBIT A ATTACHED HERETO LISTS THE FIXTURES AND TANGIBLE
PERSONAL PROPERTY TO BE CONVEYED TO PURCHASER AT CLOSING.
7.
COUNTERPARTS.
THIS 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.
8.
RATIFICATION.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL
OTHER TERMS AND CONDITIONS OF THE CONTRACT SHALL REMAIN UNMODIFIED, THE SAME
BEING RATIFIED, CONFIRMED AND REPUBLISHED HEREBY.
9.
GOVERNING LAW.
THIS AMENDMENT SHALL BE