Item 1.01   Entry into a Material Definitive Agreement.

Century Properties Growth Fund XXII, LP, a Delaware limited partnership (the “Registrant”), owns a 100% interest in Wood Creek CPGF 22, L.P., a Delaware limited partnership (the “Partnership”). The Partnership owns Wood Creek Apartments (“Wood Creek”), a 432-unit apartment complex located in Mesa, Arizona. On January 25, 2012 (the “Effective Date”), the Partnership entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, APC 2010 Investment, LLC, a Delaware limited liability company (the “Purchaser”), to sell Wood Creek to the Purchaser for a total sales price of $28,000,000.

The following is a summary of the terms and conditions of the Purchase Agreement, which summary is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached as an exhibit.

PURCHASE PRICE.  The total purchase price is $28,000,000, subject to certain prorations and adjustments at the closing.  The Purchaser is required to deliver a deposit of $500,000 to First American Title Insurance Company (the “Escrow Agent”) within 2 business days following the Effective Date. 

FEASIBILITY PERIOD.  The feasibility period ends on February 24, 2012. If the Purchaser fails to notify the Partnership in writing of its intent to terminate the contract on or prior to the end of the feasibility period, the deposit will become non-refundable.

CLOSING.  The Purchaser agreed to assume the mortgage loans on Wood Creek at closing, subject to lender approval. The Purchaser has until March 12, 2012 to obtain approval from the existing lender to assume the property’s mortgage loans. In the event that the Purchaser notifies the Partnership on or before March 12, 2012 that loan assumption approval has not been obtained and the Purchaser used its best efforts to obtain the loan assumption approval, the Purchaser will have the right to terminate the Purchase Agreement. The Purchaser has the right to extend the loan assumption approval to April 11, 2012 by delivering written notice to the Partnership on or before March 12, 2012 with an additional deposit of $25,000 delivered to the escrow agent with the extension. The expected closing date of the transaction is the earlier of (i) 20 days after the Purchaser receives approval of the loan assumption or (ii) April 11, 2012. The closing is also subject to customary closing conditions and deliveries.

COSTS AND FEES.  The Purchaser will pay any transfer, mortgage assumption, sales, use, gross receipts or similar taxes, any premiums or fees required to be paid with respect to the title policy and one-half of the customary closing costs of the Escrow Agent. The Partnership will pay the base premium for the title policy, the cost of recording any instruments required to discharge any liens or encumbrances against the property and one-half of the customary closing costs of the Escrow Agent.

REPRESENTATIONS AND WARRANTIES.  The Purchaser and the Partnership each made limited representations and warranties to the other.

RISK OF LOSS. The risk of loss or damage to Wood Creek by reason of any insured or uninsured casualty during the period through and including the closing date equal to or less than $500,000 will be borne by the Partnership. The Partnership agreed to maintain, in full force and effect until the closing date, all existing insurance coverage on Wood Creek.

DEFAULTS AND REMEDIES.  If the Purchaser defaults on its obligations to deliver when required any required deposits, the purchase price or any other specified deliveries, then the Purchaser will forfeit its deposits to the Partnership, and neither party will be obligated to proceed with the purchase and sale.  The Partnership expressly waived the remedies of specific performance and additional damages for any such defaults by the Purchaser.

If the Partnership, prior to the closing, defaults in its representations, warranties, covenants, or obligations then the Purchaser has the option of (i) terminating the Purchase Agreement, receiving a return of its deposits, and recovering, as its sole recoverable damages its documented direct and actual out-of-pocket expenses and costs up to $50,000 or, (ii) subject to certain conditions, seeking specific performance of the Partnership’s obligation to deliver the deed pursuant to the Purchase Agreement.

Item 9.01 Financial Statements and Exhibits

(d)   Exhibit

10.55       Purchase and Sale Contract between Wood Creek CPGF 22, L.P., a Delaware limited partnership, and APC 2010 Investment, LLC, a Delaware limited liability company, dated January 25, 2012.*

*Schedules and supplemental materials to the exhibit have been omitted but will be provided to the Securities and Exchange Commission upon request.

The agreement included as an exhibit to this Form 8-K contains representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

·         should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

·         have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

·         may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

·         were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTURY PROPERTIES GROWTH FUND XXII, LP

By:  FOX PARTNERS IV

General Partner

By:  FOX CAPITAL MANAGEMENT CORPORATION

Managing General Partner

By:  /s/Stephen B. Waters

Stephen B. Waters

Senior Director of Partnership Accounting

Date: January 31, 2012