Exhibit 10.49
THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT
This Third Amendment to Purchase and Sale Contract (this “Amendment”) is made as of October 16, 2009, betweenANGELES INCOME PROPERTIES, LTD. II, a California limited partnership, with an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”) andLIGHTHOUSE PROPERTY INVESTMENTS, LLC, a New Jersey limited liability company, with an address at 2 Executive Drive, Suite 470, Fort Lee, NJ 07024 (“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 August 5, 2009, as amended by (a) that certain First Amendment to Purchase and Sale Contract dated as of August 25, 2009 and (b) that certain Second Amendment to Purchase and Sale Contract dated as of September 4, 2009 (collectively, the “Contract”) with respect to the sale of certain property known as Deer Creek Apartments located in Middlesex County, New Jersey, as described in the Contract; and
WHEREAS, Seller and Purchaser desire to amend the Contract 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 Contract is hereby deleted and replaced with the following:
5.1 Closing Date.
5.1.1 The Closing shall occur onNovember 18,2009 (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.
5.1.2 If Purchaser has not received Lenders’ approval of the Loan Assumption and Release on or prior to November 6, 2009, then Purchaser shall have the one-time right, by delivering written notice (“Purchaser’s Adjournment Notice”) to Seller not later than November 9, 2009, to adjourn the Closing Date to a Business Day not later than December 18, 2009, provided that Purchaser shall, no later than November 12, 2009, deliver to Escrow Agent an additional deposit of $136,250 (the“Adjournment Deposit”). The Adjournment Deposit shall be deemed part of the Deposit.
5.1.3 If Purchaser has elected to adjourn the Closing Date pursuant toSection 5.1.2 above and thereafter Purchaser obtains the Lenders’ approval of the Loan Assumption and Release on or after December 9, 2009 but before December 18,2009, then the Closing Date shall automatically be extended to the date which is ten (10) days after the date on which Purchaser received Lenders’ approval of the Loan Assumption and Release (provided that if such 10th day is not a Business Day, then the Closing Date shall be the next succeeding Business Day) but in no event shall the Closing Date be later than December 28, 2009.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year hereinabove written.
Seller:
ANGELES INCOME PROPERTIES, LTD. II, a California limited partnership
By: ANGELES REALTY CORPORATION II, a California corporation, its managing general partner
By: /s/John Spiegleman
Name: John Spiegleman
Title: Senior Vice President
Purchaser:
LIGHTHOUSE PROPERTY INVESTMENTS, LLC, a New Jersey limited liability company
By:/s/Meyer Orbach
Name: Meyer Orbach
Title: Managing Member