Shelter Properties Ii LTD Partnership Sample Contracts

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MULTIFAMILY NOTE MULTISTATE – FIXED RATE (REVISION DATE 2-15-2008)
Multifamily Note • March 17th, 2010 • Shelter Properties Ii LTD Partnership • Real estate

FOR VALUE RECEIVED, the undersigned (together with such party's or parties' successors and assigns, "Borrower") jointly and severally (if more than one) promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, the principal sum of Five Million One Hundred Twenty-One Thousand and 00/100 Dollars (US $5,121,000.00), with interest on the unpaid principal balance, as hereinafter provided.

FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • November 3rd, 2009 • Shelter Properties Ii LTD Partnership • Real estate

WHEREAS, Sellers and Purchaser entered into that certain Purchase and Sale Contract, dated as of September 25, 2009, with respect to the sale of certain properties described therein (the “Contract”); and

PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • October 1st, 2009 • Shelter Properties Ii LTD Partnership • Real estate • Colorado

THIS PURCHASE AND SALE CONTRACT (this “Contract”) is entered into as of the 25th day of September, 2009 (the “Effective Date”), by the selling parties identified on Schedule 1 (the “Seller Information Schedule”) having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (individually a “Seller” and collectively “Sellers”), and Standard Portfolios LLC, a Delaware limited liability company, having an address c/o Grant, Genovese & Baratta, LLP, Attention: Michael J. Genovese, 2030 Main Street, Suite 1600, Irvine, California 92614 (“Purchaser”).

MULTIFAMILY NOTE MULTISTATE – FIXED RATE (REVISION DATE 2-15-2008)
Multifamily Note • March 17th, 2010 • Shelter Properties Ii LTD Partnership • Real estate

THIS AMENDED AND RESTATED MULTIFAMILY NOTE (“Amended and Restated Note”) is made effective as of the 11th day of March, 2010, by SHELTER PROPERTIES II LIMITED PARTNERSHIP,a South Carolina limited partnership ("Borrower")and the FEDERAL HOME LOAN MORTGAGE CORPORATION (“Lender”).

AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF SHELTER PROPERTIES II LIMITED PARTNERSHIP
Amendment to the Second Amended and Restated Certificate and Agreement of Limited Partnership • November 8th, 2007 • Shelter Properties Ii LTD Partnership • Real estate • South Carolina

THIS AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF SHELTER PROPERTIES II LIMITED PARTNERSHIP (this "Amendment") is entered into as of September 27, 2007, by and among Shelter Realty II Corporation, a South Carolina corporation, in its capacity as corporate general partner (the "Corporate General Partner"), and each of the Limited Partners. All capitalized terms used in this Amendment but not otherwise defined herein shall have the meanings given to them in the Partnership Agreement (as defined below).

AGREEMENT AND PLAN OF MERGER
Merger Agreement • February 11th, 2011 • Shelter Properties Ii LTD Partnership • Real estate • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 11, 2011, by and among SHELTER PROPERTIES II, a South Carolina limited partnership (“SP II”), AIMCO SP II MERGER SUB LLC, a Delaware limited liability company (the “Aimco Subsidiary”), and AIMCO PROPERTIES, L.P., a Delaware limited partnership (“Aimco OP”).

SHELTER PROPERTIES II LIMITED PARTNERSHIP c/o Shelter Realty II Corporation 55 Beattie Place, P.O. Box 1089 Greenville, South Carolina 29602 April 27, 2007
Limited Partnership Agreement • April 27th, 2007 • Shelter Properties Ii LTD Partnership • Real estate

As you may be aware by now, MPF-NY 2007, LLC, MPF Badger Acquisition Co., LLC, MPF Senior Note Program I, LP, MPF Income Fund 22, LLC, MPF Flagship Fund 12, LLC, MPF DeWaay Fund 5, LLC, MacKenzie Patterson Special Fund 6, LLC, Mackenzie Special Fund 6-A, LLC, MPF Blue Ridge Fund I, LLC, MPF Blue Ridge Fund II, LLC, MPF Special Fund 8, LLC, MP Income Fund 16, LLC, MP Falcon Fund, LLC, MPF Acquisition Co. 3, LLC, MacKenzie Patterson Special Fund 5, LLC, MacKenzie Patterson Special Fund 7, LLC, MPF DeWaay Premier Fund 3, LLC, MPF Flagship Fund 11, LLC and MacKenzie Patterson Fuller, LP (collectively, the “MacKenzie Group”), initiated an unsolicited tender offer to buy up to 5,495 units of limited partnership interest (“Units”) in Shelter Properties II Limited Partnership (the “Partnership”) on April 16, 2007.

SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF SHELTER PROPERTIES II LIMITED PARTNERSHIP
Limited Partnership Agreement • February 11th, 2011 • Shelter Properties Ii LTD Partnership • Real estate • South Carolina

This SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF SHELTER PROPERTIES II LIMITED PARTNERSHIP (this “Second Amendment”) is entered into as of February 11, 2011 by and among Shelter Realty II Corporation, a South Carolina corporation, in its capacity as corporate general partner (the “Corporate General Partner”), and the Limited Partners. All capitalized terms used in this Second Amendment but not otherwise defined herein shall have the respective meanings given to them in the Partnership Agreement (as defined below).

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