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