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AMERICAN HOUSING PRESERVATION CORPORATION

August 1,1994

Mr, Alphonse Mouiad
President
V&M Management, Inc
lO Hammond Street
Roxbury, Massachusetts 02120

RE: Letter of Intent to Purchase Westminister Willard Place aka Mandela Apartments. Roxbury. Massachusetts

Dear Mr. Mourad:

Pursuant to your recent discussions with Bob Baldacci of Baldacci Associates, Bangor, Maine, I have been authorized by Michael A. Liberty, President of American Housing Preservation Corporation (AHPC), to extend to Inge and Vasquez, Development Company, Inc,, as Seller,
the following Letter of Intent to Purchase the above referenced property, upon certain terms and conditions set forth herein.

It is understood by the parties hereto that this offer is conditioned upon our current information that a.) the property has been held at least (10) years in continous ownership without inturruption without, such that the property is eligible for an acquisition-based allocation of Low Income Housing Tax Credits; the project Income and expense figures as set forth on certain financial statements submitted to us by V&M Management, Inc., are substantially correct; and c.) the U.S. Department of Housing and Urban Development (HUD) will approve the transfer, rehabilitation and refinancing of the propeny through its loan programs. If any of the foregoing assumptions is incorrect, this offer may be withdrawn by AHPC.

Intent to Purchase- AHPC or its designee, would Purchase the property known as Wesminster-Willard Place aka the Mandela Apanments located in
Roxbury, Mass, which property consists of two hundred seventy-six (276) rental apartment units with Section 8 subsidy, located in ten (10) buildings situated on the border of South End and Roxbury Crossing Section of Boston, Massachusetts, together with certain common areas and conuneitially leased space with current leases in place ("the Premises'), subject to certain terms and conditions.

It is understood by the panics hereto that this Letter is not a binding Purchase and Sale Agreement to purchase this property, It is intended that a mutually aptteable Purchase and Sale Agreement and Limited Partnership Agreement will be signed by Buyer and Seller as soon as possible after a physical property inspection by the Buyer. The full Purchase & Sale Agreement will specify in detail the following terms, among Other things:

Purchase Price: The Purchase Price shall be Eight Million Five Hundred Thousand Dollars ($8,500,000) less any previously paid deposits, in the form of cash or certified check at the time of closing. Seller shall convey to Buyer by Warranty Deed and Bill of Sale the premises and all personal property used by Seller in connection with Ac operation and management of the properly.

Deposit: Buyer and Seller shall determine a mutually acceptable Deposit arrangement at the time the Purchase and Sale AgreemenT is prepared.

Closing: The closing shall take place within twelve (12) months of complete execution ofthe Purchase and Sale Agreement unless, through no fault of Buyer, additional time is necessary to complete Ihe transaction, in which case. Buyer way extend the closing for an additional period of thirty (30) days without additional consideration.

Due Diligence: Buyer agrees to complete all Due Diligence within ninety (90) days of the complete execution of the Purchase and Sale Agreement- Buyer may terminate this Agreement within said
90-day period and receive back any Deposiis previously paid if Buyer finds that any of the following Due Diligence items are not satisfactory to Buyer in its sole and absolute discretion, Said Due Diligence shall include, without limitaiion:

a.) An inspection of the Premises and Personal Property to obtain such information as
Buyer deems necessary, with respect to Buyer's purchase, rehabilitation and intended use of the Premises including conducting surveys, hazardous waste, lead paint and asbestos evaluations structural and mechanical valuations, environmental Studies, soils and fieotechnical cngincerine, Studies, assessments, evaluations, appraisals and response Seller agrees to cooperate reasonably with Buyer in connection with the foregoing.

b). Seller shall make available to Buyer for review within twenty (20) days of the complete execution dale of the Purchase and Sale Agreement, all books and records, financial information, property inspection rcpons, HUD Reports and evaluations, HAP Contract and renewals Ihereto, HUD approved annuaJ operating budget, lax and insurance bills, utility bill^ accounts payable, rent rolls, leases, coniaci lists, correspondent engineering reports, buUding plans and specifications and other items relating 10 the management, operation, design and consirucrion of the Premises and relationships with past, current and prospective tenants geneially Ihe full examination of which shall be pan of Buyer's Due Diligence inspection.

c.) A commitment lo issue a policy insuring marhetabr? title to Buyer, including a real estate tax status repon, being made available for Buyer's inspection promptly following Ihe complete execution of the Purchase and Sale Agreement, at Buyer's expense. Any real estate taxes arc to be paid at closing.

Prorations: All taxes, rents (which are to be treated as currently paid as of the closing), and utilities shall be proiaied at closing.

Security Deposit-All security deposits shall be assigned to Buyer at closing.

Representations
and warranties: Standard representations and warrandes relating to, among other things, title, environmental candidon, hazardous materials, quality of physical plant, and compliance with laws and rules and regulations.

Contingencies:

Buyer's obligation to close under an agreed upon Purchase and Sale Agreement would be contingent upon, the satisfaction of the following conditions as a minimum:

I) Buyer's obtaining from the U.S. Department of Housing and Urban Development (HUD) or an alternate lender acceptable to Buyer, all necessary approvals for a non-recourse loan in an amount and upon terms acceptable ro Buyer in its sole discretion, which rate shall not be. higher than seven and a half percent (7.5%) and which term shall not be less than thirty (30) years, as The primary source of financing for the acquisition and rehabilitation of the Premises- Said approval shall be evidenced by Buyer's receipt of a Commitment Utter from HUD within six (6) months of the execution of a mutually acceptable Purchase and Sale AgrecnienL

It is understood that Buyer will complete all ncccssajy loan application or Refinancing docuinerits and apply to HUD for the requested financing. SeUer shall cooperate fully with Buyer in providing required information ajid documentation needed in the prepajauon of the financing Application package,and

ii.) Buyer's obtaining from an approved lending source within the same six (6) month period, adequate financing for the acquisition and - rehabilitation of any portion of the premises which may not be financeable Through HUD> said financing to be in an amount and upon icrms and conditions, acceptabie to Buyer, and

iii) Buyer's receiving from HUD or the appropriate allocating agency, an allocation of federal HOME funds in an amount and upon tenns<aj]d conditions="" acceptable="" to="" buyer="" as="" a="" partial="" souicc="" of="" financing="" for="" the="" acquisition="" and="" rehabilitation="" premises,="" and<br="">
iv.) Buyer's receiving from Massachusetts Housing Finance Authority or the appropriate allocating agency, a Reservation for the allocation of Low Income Housing Tax Credits in an amount and upon terms and conditions acceptable to Buyer, in connection with the acquisition and rehabilitarion of the Premises; and

v.) Seller's providing satisfactory evidence that it is the owner in fee simple of the Premises, and has owned the property for a period of at least ten (10) years without interruption of ownership, qualifying the Premises for a acquisition credit under SCCL 42 of the IPS Tax Code: and

vi.) Followuig ihe transfer of Ownership of the property, management re sponsibiEi ties for the Premises may be lakcn over in pan or in fuU by AHPCs affitiared management company, Libeny Management, Inc.

If those tennants set forth above are acceptable to you, please counter sign both copies of this Lerter oflnteni in the space provided below, and return one copy tome for our records. We will then
contact you to schedule a property inspection at a mutually convenient time and place the process of putting together the Purchase and Sale Agreement.

We look forward to the prospect of working wilh you on this transaction.

Sincerely yours,

Marcia F. Brown
Senior Vice President

SEEN AND AGREED TO this____day of August, 1994 SELLER: Inge & Vasquez Development Company, Inc.

By:____________
Alphonse Moarad, Principal

MFB/dl
Enc.
cc: Michael A. Liberty
Robert Baldacci</aj]d>

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