AIMCO PROPERTIES, L.P.
0000 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxx 00000-0000
October 15, 1997
VIA COURIER AND FACSIMILE
First Winthrop Corporation
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xx. Xxxxxxx Xxxxxxx
Re: Purchase and Sale Agreement and Joint Escrow Instructions,
dated as of August 22, 1997 (the "PURCHASE AGREEMENT"), by
and between AIMCO Properties, L.P., a Delaware limited
partnership (the "BUYER"), and each of the parties
identified on Exhibit "A" attached to the Purchase Agreement
(collectively, the "SELLER")
Dear Ladies and Gentlemen:
The purpose of this letter ("Letter") is to reflect the agreement
between the Buyer and the Seller with respect to certain terms of the Purchase
Agreement. In consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Buyer and Seller agree as follows:
1. The Buyer hereby waives its termination rights under Sections
4.1.4 of the Purchase Agreement; provided, however, that nothing contained
herein is intended to waive any other rights that the Buyer may have under the
Purchase Agreement, including, without limitation, the Buyer's right to
terminate pursuant to Section 4.2.3 thereof.
2. Section 2 of the Purchase Agreement is hereby amended to reduce
the Purchase Price to Two Hundred Fifty Three Million Five Hundred Thousand
Dollars ($253,500,000), subject to the prorations and adjustments provided for
in the Purchase Agreement.
First Winthrop Corporation
October 15, 1997
Page 2
Except as otherwise expressly provided herein, the Purchase Agreement
shall remain unmodified and in full force and effect, and all of the terms and
provisions of the Purchase Agreement, as herein modified, are hereby ratified
and reaffirmed by both the Buyer and the Seller. This Letter may be executed in
as many counterparts as may be deemed necessary and convenient, and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed an original, but all such counterparts shall
constitute one and the same instrument.
If this Letter accurately reflects the agreement of the Buyer and the
Seller, please execute a copy of this Letter where indicated below and return a
facsimile copy of it (with the original to follow by mail) to Buyer as soon as
possible to:
Xxxxx X. Xxxxxxxx, Esq.
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
If you should have any questions, please do not hesitate to call Xxxxx
Xxxxxx at (000) 000-0000.
Yours truly,
AIMCO PROPERTIES, L.P.,
a Delaware limited partnership
By: AIMCO-GP, Inc.
Its: General Partner
By: /s/ Xxxxx Xxxxxx
-----------------------------------
Name: Xxxxx Xxxxxx
Its: Vice President
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First Winthrop Corporation
October 15, 1997
Page 3
ACCEPTED AND AGREED TO AS OF
THE DATE FIRST WRITTEN ABOVE:
(AS TO PROPERTIES 1-25 IDENTIFIED ON
EXHIBIT "A" TO THE PURCHASE AGREEMENT)
BEACON APTS., L.P.
By: Eleven Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
BLOSSOM APTS. LIMITED
PARTNERSHIP
By: Eleven Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
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First Winthrop Corporation
October 15, 1997
Page 4
COURT APTS., L.P.
By: Eleven Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
FERN APTS. LIMITED PARTNERSHIP
By: Eleven Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
FOOTHILLS APTS. LIMITED
PARTNERSHIP
By: Eleven Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
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First Winthrop Corporation
October 15, 1997
Page 5
FOX BAY APTS. LIMITED
PARTNERSHIP
By: Eleven Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
FOX APTS. LIMITED PARTNERSHIP
By: Eleven Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
GROVE APTS. LIMITED PARTNERSHIP
By: Eleven Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
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First Winthrop Corporation
October 15, 1997
Page 6
XXXXX APTS. LIMITED PARTNERSHIP
By: Eleven Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
HIDDEN APTS. LIMITED PARTNERSHIP
By: Eleven Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
ISLAND APTS., L.P.
By: Eleven Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
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First Winthrop Corporation
October 15, 1997
Page 7
ORCHID APTS. LIMITED PARTNERSHIP
By: Eleven Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
PINE APTS. LIMITED PARTNERSHIP
By: Eleven Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
POLO PARK APTS., L.P.
By: Eleven Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
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First Winthrop Corporation
October 15, 1997
Page 8
QUAIL APTS. LIMITED PARTNERSHIP
By: Eleven Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
RIVER APTS. LIMITED PARTNERSHIP
By: Eleven Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
SAND APTS. LIMITED PARTNERSHIP
By: Eleven Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
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First Winthrop Corporation
October 15, 1997
Page 9
SHADE APTS. LIMITED PARTNERSHIP
By: Eleven Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
SILK APTS. LIMITED PARTNERSHIP
By: Eleven Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
TIMBER APTS. LIMITED PARTNERSHIP
By: Eleven Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
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First Winthrop Corporation
October 15, 1997
Page 10
TWIN APTS. LIMITED PARTNERSHIP
By: Eleven Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
WICKER APTS. LIMITED PARTNERSHIP
By: Eleven Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
WILDFLOWER APTS., L.P.
By: Eleven Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
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First Winthrop Corporation
October 15, 1997
Page 11
WYDEWOOD APTS., L.P.
By: Eleven Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
YORK APTS., L.P.
By: Eleven Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
(AS TO PROPERTY 26 IDENTIFIED ON
EXHIBIT "A" TO THE PURCHASE AGREEMENT)
WINTHROP-AUSTIN HOLDINGS, L.P.
By: Fifteen Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
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First Winthrop Corporation
October 15, 1997
Page 12
(AS TO PROPERTIES 27-35 IDENTIFIED ON
EXHIBIT "A" TO THE PURCHASE AGREEMENT)
WINTHROP FLORIDA APARTMENTS,
LIMITED PARTNERSHIP
By: Fourteen Winthrop Properties, Inc.,
its sole general partner
By: /s/
--------------------------
Name: Xxxxxxx X. Ashmer
Title: CEO
