Exhibit 10.69
FIRST AMENDMENT TO
PURCHASE AND SALE CONTRACT
THIS FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT (this "Amendment") is made
and entered into this 24th day of November, 2008 (the "First 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 (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, the sum of Ten Dollars ($10.00), cash in hand paid, 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.
PURCHASE PRICE.
PURCHASER SHALL RECEIVE A CREDIT AT CLOSING
AGAINST THE PURCHASE PRICE IN AN AMOUNT EQUAL TO $300,000.00 FOR THE PURPOSE OF
ESTABLISHING AN ESCROW FOR PURCHASER'S LENDER OR TO BE PLACED IN AN ESCROW UNDER
PURCHASER'S CONTROL FOR IMPROVEMENTS AT THE PROPERTY, AT PURCHASER'S ELECTION.
3.
WAIVER OF CONTINGENCIES.
PURCHASER HEREBY ACKNOWLEDGES AND
AGREES THAT THE FEASIBILITY PERIOD HAS EXPIRED AS OF THE FIRST AMENDMENT DATE
AND THAT ALL CONTINGENCIES RELATING TO THE FEASIBILITY PERIOD HAVE BEEN
SATISFIED OR WAIVED BY PURCHASER.
ADDITIONALLY, PURCHASER HEREBY ACKNOWLEDGES
AND AGREES THAT ALL CONTINGENCIES RELATING TO THE PURCHASER'S REVIEW OF THE
TITLE COMMITMENT, SURVEY, THE PROPERTY CONTRACTS, THE LEASES, THE MISCELLANEOUS
PROPERTY ASSETS, THE PHYSICAL CONDITION OF THE PROPERTY AND OTHERWISE WITH
RESPECT TO THE PROPERTY, AS MORE PARTICULARLY SET FORTH IN SECTIONS 3.1, 3.2,
3.5, 4.1, 4.2 AND 4.3 OF THE AGREEMENT, HAVE BEEN WAIVED BY PURCHASER AS OF THE
FIRST AMENDMENT DATE, EXCEPT FOR THOSE MATTERS SELLER AGREED TO ADDRESS IN ITS
RESPONSE NOTICE AND THOSE NEW MATTERS WHICH MAY BE DISCLOSED BY AN UPDATED TITLE
COMMITMENT ISSUED ON OR AFTER THE EXPIRATION OF THE FEASIBILITY PERIOD, AS SET
FORTH IN SECTION 4.3.2 OF THE AGREEMENT.
PURCHASER AGREES THAT PURCHASER'S
RIGHT TO TERMINATE THE AGREEMENT PURSUANT TO SECTION 3.2 AND SECTION 4.3.1 IS
IRREVOCABLY WAIVED AND, SUBJECT TO SECTION 4.3.2 OF THE AGREEMENT, PURCHASER'S
OBLIGATION TO PURCHASE THE PROPERTY IS NON-CONTINGENT AND UNCONDITIONAL EXCEPT
ONLY FOR THE SATISFACTION OF THE CONDITIONS EXPRESSLY STATED IN SECTION 8.1 OF
THE AGREEMENT.
4.
NON-REFUNDABLE DEPOSIT.
SECTION 2.2.1 OF THE AGREEMENT IS
HEREBY AMENDED TO REQUIRE THAT PURCHASER DELIVER TO ESCROW AGENT AN AMOUNT EQUAL
TO $150,000.00 NO LATER THAN 5:00 P.M. ON NOVEMBER 24, 2008, WHICH