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) June 3, 2011
(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.
On June 3, 2011, the Company and Purchaser entered into a First Amendment to Purchase and Sale Contract (the First Amendment), 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. If Purchaser elects to obtain a new loan, the Purchaser will be responsible for all fees and costs incurred in connection with the payoff of the existing loan, including any prepayment fees. In addition, the closing date was modified to a date that is 15 days after the earlier of (i) the new loan deadline if Purchaser elects to close the purchase using a new loan and (ii) expiration of the loan assumption approval period if Purchaser elects to close the purchase by assuming the existing loan.
This summary of the terms and conditions of the Second Amendment is qualified in its entirety by reference to the First Amendment, a copy of which is attached hereto as an exhibit.
(d) Exhibits
10.23 First Amendment to Purchase and Sale Contract between Apartment Lodge 17A LLC, a Colorado limited liability company, and FF Realty LLC, a Delaware limited liability company, dated June 3, 2011.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CENTURY PROPERTIES FUND XVII, LP
By: Fox Partners
Its General Partner
By: Fox Capital Management Corporation
Its Managing General Partner
By: /s/Steven D. Cordes
Steven D. Cordes
Senior Vice President
Date: June 8, 2011
Exhibit 10.23
FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT
THIS FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT (Amendment) is made as of June 3, 2011 by APARTMENT LODGE 17A LLC, a Colorado limited liability company (Seller), and FF REALTY LLC, a Delaware limited liability company (Purchaser).
RECITALS
A. Seller and Purchaser previously entered into that certain Purchase and Sale Contract dated as of May 23, 2011 (Original Agreement) pursuant to which Seller agreed to sell to Purchaser and Purchaser agreed to purchase from Seller certain real property known as Hampden Heights Apartments located in the Denver, Colorado more particularly described in the Original Agreement (the Property).
B. The Original Agreement contemplates that the Purchaser will assume the Assumed Loan Documents as more particularly provided in the Original Agreement.
C. Seller and Purchaser desire to amend the Original Agreement to provide that Purchaser shall have the option of either assuming the Assumed Loan Documents or obtaining a new loan to purchase the Property as more particularly set forth herein.
D. The Original Agreement, as amended by this Amendment, shall hereinafter be collectively referred to as the Agreement. Capitalized terms contained in this Amendment which are not defined shall have the meanings ascribed to them in the Original Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Assumed Encumbrances or New Loan. In addition to the opportunity under Section 4.5 of the Original Agreement for Purchaser to process and obtain the Loan Assumption and Release, Purchaser may also, in the alternative, seek to obtain a new loan to finance the acquisition of the Property (the New Loan). If Purchaser elects (as determined under this Amendment) to purchase the Property using the New Loan, in addition to Purchasers other obligations under the Original Agreement (as modified by this Amendment), Purchaser shall be obligated to pay at Closing in immediately available funds (i) the Purchase Price, plus (ii) all fees and costs in connection with the payoff of the Loan, including payment of any prepayment fees, but specifically excluding the amounts payable by Seller pursuant to Section 5.4.7 of the Original Agreement. On or before the Loan Assumption Application Submittal Deadline, Purchaser shall (a) submit the Loan Assumption Application and process the Loan Assumption Application as provided in Section 4.5 of the Original Agreement and/or (b) submit an application for a New Loan and, thereafter, use its commercially reasonably efforts to comply with all of the new lenders underwriting requirements for obtaining the New Loan. Purchaser shall provide Seller with a copy of the application for a New Loan within the same time periods required under the Original Agreement for Purchaser to provide Seller with a copy of the Loan Assumption Application. To the extent Purchaser fails to submit the Loan Assumption Application on or before the Loan Assumption Application Submittal Deadline, Purchaser shall be deemed to have irrevocably elected not to assume the Assumed Loan Documents, in which event all provisions of this Amendment and the Original Agreement (as modified by this Amendment) concerning the Loan Assumption and Release shall be of no further force or effect. To the extent Purchaser fails to submit an application for a New Loan with a reputable lender on or before the Loan Assumption Application Submittal Deadline, Purchaser shall be deemed to have irrevocably elected not to apply for a New Loan, in which event all provisions of this Amendment and the Original Agreement (as modified by this Amendment) relating to the New Loan shall be of no further force or effect. If Purchaser fails to submit either the Loan Assumption Application or an application for a New Loan on or before the Loan Assumption Application Submittal Deadline, Seller may by written notice to Purchaser terminate the Original Agreement (as modified by this Amendment).
3. Closing Date. The first sentence of Section 5.1 of the Original Agreement is deleted in its entirety and replaced with the following: The Closing shall occur on the date that is fifteen (15) days after the earlier to occur of (i) the New Loan Deadline, if Purchaser has elected or be deemed to have elected to close the purchase using the New Loan, and (ii) the expiration of the Loan Approval Period, if Purchaser has elected to close the purchase using the Loan Assumption and Release (the Closing Date); provided, that either Purchaser or Seller by written notice delivered to the other may extend the Closing Date for up to fifteen (15) days (as specified in such notice) if Purchaser or Seller reasonably determines that the Lender shall not be in a position to consummate the Loan Assumption and Release or the lender for the New Loan shall not be in a position to consummate the New Loan, as applicable, as of the originally scheduled Closing Date. In addition, Seller shall have the right upon delivery of written notice to Purchaser to extend the Closing Date to the last Business Day of the month in which the Closing Date is otherwise scheduled to occur.
5. Purchasers Conditions to Closing. Section 8.1.5 of the Original Agreement is deleted in its entirety and replaced with the following: Lender shall have approved the Loan Assumption and Release, if Purchaser has elected to purchase the Property using the Loan Assumption and Release.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
PURCHASER
FF REALTY LLC,
a Delaware limited liability company
By: /s/Jon A. MacDonald
Name: Jon A. MacDonald
Its: General Counsel
SELLER
APARTMENT LODGE 17A LLC,
a Colorado limited liability company
By: FOX PARTNERS,
a California general partnership,
its manager
By: FOX CAPITAL MANAGEMENT
CORPORATION,
a California corporation,
its managing general partner
By: /s/Trent A. Johnson
Name: Trent A. Johnson
Its: Vice President