EXHIBIT (d)(3)
SECOND MODIFICATION OF AGREEMENT OF SALE AND PURCHASE
THIS SECOND MODIFICATION OF AGREEMENT OF SALE AND PURCHASE (this
"Amendment") made as of October 24, 2005, by and between SAN ▇▇▇▇ DEL CENTRO
LIMITED PARTNERSHIP, a Colorado limited partnership (hereinafter referred to as
"Seller"), and AIMCO EQUITY SERVICES, INC., a Virginia corporation (hereinafter
referred to as "Buyer").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Agreement of Sale and Purchase between
Buyer and Seller dated as of February 14, 2005, as amended by that certain
Modification of Agreement of Sale and Purchase dated September 2, 2005 (as
amended, the "Sale Agreement"), Seller has agreed to sell to Buyer certain
property (the "Property") located in Boulder County, Colorado and being more
particularly described on Exhibit A attached thereto and by this reference made
a part hereof;
WHEREAS, Buyer and Seller desire to modify the Sale Agreement in certain
respects;
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration in hand paid by Buyer to
Seller and by Seller to Buyer upon the execution of this Amendment, the receipt
and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree
as follows:
1. DEFINITIONS. Any capitalized terms not otherwise defined herein shall
have the meaning ascribed to such term as set forth in the Sale Agreement.
2. AMENDMENT. The Sale Agreement is hereby modified as set forth below:
(a) CLOSING DATE. Section 4(b) of the Sale Agreement is hereby
amended to delete the phrase "DECEMBER 30, 2005" and to substitute the phrase
"JUNE 30, 2006" in lieu thereof.
(b) INSPECTION PERIOD. Section 14(b)(i) of the Sale Agreement is
hereby amended to delete the phrase "SEPTEMBER 30, 2005" and to substitute the
phrase "MARCH 31, 2006" in lieu thereof.
(c) LENDER CONSENT CONTINGENCY PERIOD. Section 14(c)(i) of the Sale
Agreement is hereby amended to delete the phrase "DECEMBER 15, 2005" and to
substitute the phrase "JUNE 15, 2006" in lieu thereof.
(d) PARTNERSHIP APPROVAL CONTINGENCY PERIOD. Section 14(d)(i) of the
Sale Agreement is hereby amended to delete the phrase "DECEMBER 15, 2005" and to
substitute the phrase "JUNE 15, 2006" in lieu thereof.
(e) TAX CREDIT CONTINGENCY PERIOD. Section 14(e)(i) of the Sale
Agreement is hereby amended to delete the phrase "DECEMBER 15, 2005" and to
substitute the phrase "JUNE 15, 2006" in lieu thereof.
3. CONFIRMATION. Except as specifically set forth herein, all other terms
and conditions of the Sale Agreement shall remain unmodified and in full force
and effect, the same being confirmed and republished hereby. In the event of any
conflict between the terms of the Sale Agreement and the terms of this
Amendment, the terms of this Amendment shall control.
4. COUNTERPARTS. This Amendment may be executed in any number of
counterparts all of which taken together shall constitute one and the same
instrument and any of the parties or signatories hereto may execute this
Amendment by signing any such counterpart.
5. TRANSMISSION. This Amendment may be transmitted between the parties by
facsimile machine. The parties intend that faxed signatures constitute original
signatures and that a facsimile-transmitted Amendment containing signatures
(original or faxed) of all of the parties is binding on the parties having
signed such facsimile-transmitted Amendment.
6. SUCCESSORS AND ASSIGNS. This Amendment shall inure to the benefit and
be binding upon the parties hereto and their respective heirs, legal
representatives, successors and permitted assigns.
[signatures on next page]
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IN WITNESS WHEREOF, Buyer and Seller have caused this Amendment to be
executed by persons duly authorized thereunto as of the day and year first above
written.
SELLER:
SAN ▇▇▇▇ DEL CENTRO LIMITED
PARTNERSHIP, a Colorado limited partnership
By: The National Housing Partnership,
its General Partner
By: The National Corporation for
Housing Partnerships, its General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Executive Vice President
BUYER:
AIMCO EQUITY SERVICES, INC., a Virginia corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Executive Vice President
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