Exhibit 10.5
INSIGNIA FINANCIAL GROUP, INC.
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
February 17, 1998
Insignia Properties Trust/
Insignia Properties, L.P.
One Insignia Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: President
Re: Second Amended and Restated Advisory Agreement dated as of
Xxxxxx 0, 0000
Xxxxxxxxx:
Reference is hereby made to that certain Second Amended and Restated
Advisory Agreement (the "Advisory Agreement") dated as of August 1, 1997 among
Insignia Properties Trust, a Maryland real estate investment trust ("IPT),
Insignia Properties, L.P., a Delaware limited partnership ("IPLP"), and
Insignia Financial Group, Inc., a Delaware corporation ("IFG"). Capitalized
terms used herein, but not otherwise defined, have the meanings assigned to
them in the Advisory Agreement.
Pursuant to Section 10 of the Advisory Agreement, each of IPT, IPLP
and IFG desire to terminate the Advisory Agreement in its entirety, retroactive
to January 1, 1998, without penalty to IPT, IPLP or IFG, including without
limitation any termination fee under Section 10.5 of the Advisory Agreement.
Notwithstanding the foregoing, the termination of the Advisory
Agreement shall not become effective until such time as (i) IPT, IPLP and IFG
shall have entered into that certain Acquisition and Disposition Services
Agreement, substantially in the form attached hereto as Exhibit A; (ii) IPT,
IPLP and IFG shall have entered into that certain Fourth Amended and Restated
Agreement of Limited Partnership of IPLP, substantially in the form attached
hereto as Exhibit B; and (iii) IPT shall have granted to certain key employees
of Insignia the number of restricted common shares of beneficial interest, par
vale $.01 per share, of IPT, pursuant to IPT's 1997 Share Incentive Plan, set
forth on Exhibit C hereto.
This letter agreement may be executed in one or more counterparts,
each of which will be deemed to be an original copy of this letter and all of
which, when taken together, will be deemed to constitute one and the same
instrument.
If you are in agreement with the foregoing, please sign and return one
copy of this letter agreement, which thereupon will constitute our agreement
with respect to its subject matter.
Very truly yours,
INSIGNIA FINANCIAL GROUP, INC.
By:
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Name:
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Title:
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Duly executed and agreed to on February 17, 1998
INSIGNIA PROPERTIES TRUST
By:
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Name:
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Title:
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INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
Its General Partner
By:
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Name:
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Title:
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