AIMCO PROPERTIES, L.P.
0000 XXXXX XXXXXXXX XXXXXX, 00XX XXXXX
XXXXXX, XXXXXXXX 00000-0000
October 6, 1997
VIA 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 Gentlemen:
The purpose of this letter ("Letter") is to reflect the agree-
ment between the Buyer and the Seller with respect to the amendment of the
Purchase Agreement. Sections 4.1.3 and 4.1.4 of the Purchase Agreement
are hereby amended so that the "Due Diligence Termination Date"
(as defined in the Purchase Agreement) shall be extended to 6:00 p.m.
New York time on Monday, October 13, 1997. Buyer and Seller further
agree to amend Section 8.1 of the Purchase Agreement so that the
"Closing Date" (as defined in the Purchase Agreement) shall be Friday,
October 31, 1997.
Except as otherwise expressly provided herein, the Purchase
Agreement shall remain unmodified and in full force and effect, and all
of the
Post & Xxxxxxx, LLP
October 13, 1997
Page 2
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:
Xxxx X. Xxxxxxx, 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 feel free to either call
Xxxxx Xxxxxx at (000) 000-0000 or ask your attorney to call Xxxx Xxxxxxx
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
First Winthrop Corporation
October 13, 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
[SIGNATURES CONTINUED ON NEXT PAGE]
First Winthrop Corporation
October 13, 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
[SIGNATURES CONTINUED ON NEXT PAGE]
First Winthrop Corporation
October 13, 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
[SIGNATURES CONTINUED ON NEXT PAGE]
First Winthrop Corporation
October 13, 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
[SIGNATURES CONTINUED ON NEXT PAGE]
First Winthrop Corporation
October 13, 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
[SIGNATURES CONTINUED ON NEXT PAGE]
First Winthrop Corporation
October 13, 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
[SIGNATURES CONTINUED ON NEXT PAGE]
First Winthrop Corporation
October 13, 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
[SIGNATURES CONTINUED ON NEXT PAGE]
First Winthrop Corporation
October 13, 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
[SIGNATURES CONTINUED ON NEXT PAGE]
First Winthrop Corporation
October 13, 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
[SIGNATURES CONTINUED ON NEXT PAGE]
First Winthrop Corporation
October 13, 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
