Exhibit 10.15
FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT
This First Amendment to Purchase and Sale Contract (this “ Amendment”) is made as of July 17, 2009, between FOX RUN AP XI, L.P. (“Seller”) and ANGELO GORDON REAL ESTATE INC. (“ Purchaser”).
W I T N E S S E T H:
WHEREAS, Seller and Purchaser entered into a Purchase and Sale Contract dated as of July 8, 2009 (the “ Agreement”) with respect to the sale of certain property known as Fox Run Apartments and located in Middlesex County, New Jersey, as described in the Agreement; and
WHEREAS, Seller and Purchaser desire to amend the Agreement on the terms set forth herein.
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:
2. Closing Date. Section 5.1 of the Agreement shall be deleted and replaced as follows: “The Closing shall occur on July 31, 2009 at the time set forth in Section 2.2.6 (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.”
4. Leases and Property Contracts. Notwithstanding anything to the contrary contained in the Agreement (including, without limitation, Section 7.1 thereof), during the period commencing on the date hereof and ending on the Closing Date, Seller shall not (i) enter into new Leases, renew existing Leases, modify, terminate or accept the surrender or forfeiture of any of the Leases, or institute and prosecute any available remedies for default under any Leases, and (ii) enter into any new Property Contracts, modify any Property Contracts, terminate any Property Contracts which are to be assumed by Purchaser at Closing pursuant to the terms of the Agreement, or institute and prosecute any available remedies for default under any Property Contract, in each case, without first obtaining the prior written consent of Purchaser. Further, during the period commencing on the date hereof and ending on the Closing Date, (a) Purchaser shall be entitled to participate in any and all discussions relating to the adjustment of rental pricing for the Leases at the Property (including participating in Seller’s weekly conference calls for any such rental pricing adjustments), (b) Seller shall not adjust the rental pricing for the Leases at the Property without Purchaser’s consent and (c) any adjustments to rental pricing for new or renewed Leases shall be based upon rental rates established by Purchaser. In no event shall Seller be in default under the Agreement for failure to operate the Property in the ordinary course of business and consistent with Seller’s past practices if such failure is caused by Purchaser’s exercise of its rights under this section.
[Signature Page to Follow]
Seller:
FOX RUN AP XI, L.P., a South Carolina limited partnership
By: AP XI FOX RUN GP, L.L.C., a South Carolina limited liability company, its general partner
By: ANGELES PARTNERS XI, a California limited partnership, its member
By: ANGELES REALTY CORPORATION II, a California corporation, its managing general partner
By: /s/John Spiegleman
Name: John Spiegleman
Title: Senior Vice President
Purchaser:
ANGELO GORDON REAL ESTATE INC.,
a Delaware corporation
By: /s/Zain Koita
Name: Zain Koita
Title: Vice President
AIMCO Properties, L.P. hereby acknowledges and agrees
that it continues to remain liable for the guaranty obligations
set forth in the signature page for Aimco Properties, L.P.
attached to the Agreement.
AIMCO PROPERTIES, L.P.,
a Delaware limited partnership
By: AIMCO-GP, Inc.,
a Delaware corporation, its General Partner
By: /s/John Spiegleman
Name: John Spiegleman
Title: Senior Vice President