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EX-10.24 - EXHIBIT 10.24 - CENTURY PROPERTIES FUND XVIIcpf17hampden_ex10z24.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

 

FORM 8-K

 

 

CURRENT REPORT

 

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) July 1, 2011

 

CENTURY PROPERTIES FUND XVII, LP

(Exact name of Registrant as specified in its charter)

 

Delaware

0-11137 

94-2782037

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation or organization)

File Number)

Identification Number)

 

 

55 Beattie Place

Post Office Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

 

 

(864) 239-1000

(Issuer's telephone number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

Item 1.01 Entry Into a Material Definitive Agreement

 

Century Properties Fund XVII, LP (the “Registrant”), a Delaware limited partnership, owns a 100% interest in Apartment Lodge 17A LLC, a Colorado limited liability company (the “Company”). The Company owns Hampden Heights Apartments (“Hampden Heights”), a 376-unit apartment complex located in Denver, Colorado. As previously disclosed, on May 23, 2011, the Company entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, FF Realty LLC, a Delaware limited liability company (the “Purchaser”), to sell Hampden Heights to the Purchaser for a total sales price of $22,750,000.

 

As previously disclosed, on June 3, 2011, the Company and Purchaser entered into a First Amendment of Purchase and Sale Contract, pursuant to which the Purchaser was given the option to either assume the existing loan encumbering Hampden Heights or obtain a new loan in order to purchase Hampden Heights.

 

On July 1, 2011, the Company and Purchaser entered into a Second Amendment of Purchase and Sale Contract (the “Second Amendment”), pursuant to which (i) the Purchaser has elected to finance the property using a new loan, (ii) all provisions of the Purchase Agreement relating to the new loan are deemed satisfied and/or waived by the Purchaser and (iii) the closing date was modified to July 22, 2011.

 

This summary of the terms and conditions of the Second Amendment is qualified in its entirety by reference to the Second Amendment, a copy of which is attached hereto as an exhibit.

 

Item 9.01   Financial Statements and Exhibits

 

(d) Exhibits

 

10.24         Second Amendment of Purchase and Sale Contract between Apartment Lodge 17A LLC, a Colorado limited liability company, and FF Realty LLC, a Delaware limited liability company, dated July 1, 2011.