SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT

Exhibit 10GGG

SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT

THIS SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT (this “ Amendment ”) is made and entered into as of the 14th day of October, 2009 by and between AIMCO COVINGTON POINTE, L.P., a Delaware limited partnership (“ Seller ”), and KENNEDY WILSON AUSTIN, INC., a Texas corporation (“ Purchaser ”).

WI T N E S S E T H :

WHEREAS, Seller and Purchaser are parties to that certain Purchase and Sale Contract dated September 8, 2009 (the “ Contract ”) pertaining to the purchase and sale of that certain real property located in Dallas County, Texas more particularly described on Exhibit A attached thereto and commonly known as the Covington Pointe Apartments (the “ Property ”), as amended by that certain First Amendment to Purchase and Sale Contract dated as of October 8, 2009 (the “ First Amendment ”);

WHEREAS, the parties desire to further extend the Feasibility Period for a period of 2 additional days to October 16, 2009; and

WHEREAS, the parties intend to modify the Contract to reflect the foregoing, as more particularly set forth hereinafter.

AM E N D M E N T

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, Sellers and Purchaser hereby agree as