AMENDMENT NO. 2
TO
SHELTER OPTION AGREEMENT
This Amendment No. 2 to Shelter Option Agreement (this "Amendment") is
entered into as of December 30, 1997 by and among Insignia Financial Group,
Inc. ("IFG"), SP IV Acquisition, L.L.C. ("SP IV"), Market Venture, L.L.C.
("Market Ventures"), Liquidity Assistance L.L.C. ("LAC") and Insignia
Properties, L.P. (the "Partnership").
WHEREAS, SP IV, Market Ventures, LAC and the Partnership entered into
that certain Shelter Option Agreement dated as of December 30, 1996 (the
"Original Agreement");
WHEREAS, IFG, SP IV, Market Ventures, LAC and the Partnership entered
into that certain Amendment No. 1 to Shelter Option Agreement dated as of June
17, 1997, which amended the Original Agreement as provided therein (as amended,
the "Existing Agreement");
WHEREAS, capitalized terms used but not defined herein have the
meanings ascribed to them in the Existing Agreement;
WHEREAS, on September 1, 1997, the Partnership exercised the option
granted under the Existing Agreement by delivering an option exercise notice
(the "Exercise Notice"), with the transfer of Units pursuant thereto to be
effective as of 12:00 Midnight on December 31, 1997;
WHEREAS, subsequent to the date of the Existing Agreement and the
Exercise Notice, LAC and SP IV Acquisition, L.L.C. each transferred all of the
Units held by them to Market Ventures, and Market Ventures acquired additional
Units from unaffiliated third parties in private or open market transactions,
with the result that as of the date hereof (i) Market Ventures owns a total of
11,747 Units and IFG owns a total of 4,263 Units, and (ii) neither LAC nor SP
IV (nor any other affiliate of IFG) owns any Units;
NOW, THEREFORE, in consideration of the premises and the desire of the
parties to amend the Existing Agreement to account for the transfers described
in the preceding paragraph and to grant to the Partnership an option to acquire
the additional Units acquired by Market Ventures from unaffiliated third
parties, the parties hereby agree as follows:
1. The previously delivered Exercise Notice shall be void and of no
effect.
2. The term "Unitholder" in the Existing Agreement is hereby amended
to mean only IFG and Market Ventures.
3. The term "Units" in the Existing Agreement is hereby amended to
mean the 4,263 Units owned by IFG and the 11,747 Units owned by Market
Ventures.
4. Section 1 of the Existing 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 owned by such Unitholder in exchange for an
aggregate (for all of the Units) of 1,106,448 JP 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."
5. Except as described herein, the Existing Agreement is not amended,
waived or modified in any way and shall continue in full force and effect.
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IN WITNESS WHEREOF, each of IFG, SP IV, Market Ventures, LAC and the
Partnership has caused this Amendment to be duly executed on its behalf as of
the date first above written.
INSIGNIA FINANCIAL GROUP, INC.
By:
-------------------------
Xxxxxxx X. Xxxxx
Senior Vice President
SP IV ACQUISITION, L.L.C.
By: Insignia Financial Group, Inc.,
its Member
By:
-------------------------
Xxxxxxx X. Xxxxx
Senior Vice President
MARKET VENTURES, L.L.C.
By: Insignia Financial Group, Inc.,
its Member
By:
-------------------------
Xxxxxxx X. Xxxxx
Senior Vice President
LIQUIDITY ASSISTANCE L.L.C.
By: Insignia Financial Group, Inc.,
its Member
By:
-------------------------
Xxxxxxx X. Xxxxx
Senior Vice President
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its General Partner
By:
-------------------------
Xxxxxxx X. Xxxxx
Senior Vice President
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