AMENDMENT NO. 1
TO
SHELTER OPTION AGREEMENT
This Amendment No. 1 to the Shelter Option Agreement (this "Amendment") is
entered into as of the 17th day of June, 1997 by and among Insignia Financial
Group, Inc. ("IFG"), SP IV Acquisition, L.L.C. ("SPIV"), Market Ventures,
L.L.C. ("Market Ventures"), Liquidity Assistance L.L.C. ("LAC") and Insignia
Properties, L.P. (the "Partnership").
WHEREAS, SPIV, Market Ventures, LAC and the Partnership have entered into
that certain Shelter Option Agreement dated as of December 30, 1996 (the
"Agreement");
WHEREAS, IFG has acquired four thousand two hundred and sixty-three
(4,263) units of limited partnership interest of Shelter Properties IV Limited
Partnership and desires to grant the Partnership an option to acquire such
units under the terms of the Agreement;
NOW, THEREFORE, in consideration of the premises and the desire of the
parties to amend the Agreement to provide for the granting to the Partnership
of the option described above, the parties hereby agree as follows:
1. The term "Unitholder" in the Agreement is hereby amended to
include IFG.
2. The term "Units" in the Agreement is hereby amended to include
the 4,263 units of limited partnership interest of Shelter
Properties IV Limited Partnership currently owned by IFG.
3. Section 1 of the Agreement is hereby deleted in its entirety and
replaced with the following:
"Each Unitholder hereby grants to the
Partnership the option to acquire the Units
owed by such Unitholder for an aggregate
for all of the Units of 985,466 LP Units of
the Partnership ("LP Units") all of which
shall be issued to IFG. The option may be
exercised by the Partnership, in whole or
in part, at any time or from time to time
on or before December 31, 1997."
4. Except as described herein, the Agreement is not amended, waived
or modified in any way and shall continue to be in full force
and effect.
5. This Amendment may be signed in counterparts, each of which
shall be deemed an original but all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, each of IFG, SPIV, Market Ventures, LAC and the
Partnership has caused this Amendment to be duly executed on its behalf as of
the date first above written.
SP IV Acquisition, L.L.C.
By: Insignia Financial Group, Inc.,
Member
By:_________________________________________
Xxxx X. Lines
General Counsel
Market Ventures, L.L.C.
By:_________________________________________
Xxxx X. Lines
Vice President
Liquidity Assistance L.L.C.
By:_________________________________________
Xxxx X. Lines
Vice President
Insignia Financial Group, Inc.
By:_________________________________________
Xxxx X. Lines
General Counsel
Insignia Properties, L.P.
By: Insignia Properties Trust,
its General Partner
By:_________________________________________
Xxxxxxx X. Xxxxx
Vice President
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