ACQUISITION AND CONTRIBUTION AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
DATED
DECEMBER 1, 1997
BY AND BETWEEN
AIMCO PROPERTIES, L.P.,
AS TRANSFEREE,
AND
FIRST ALEXANDRIA ASSOCIATES LIMITED PARTNERSHIP,
AS TRANSFEROR
ACQUISITION AND CONTRIBUTION AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
THIS ACQUISITION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (this "AGREEMENT"), is made and entered into as of December 1, 1997
(the "CLOSING DATE"), by and between AIMCO PROPERTIES, L.P., a Delaware limited
partnership ("TRANSFEREE"), and FIRST ALEXANDRIA ASSOCIATES LIMITED PARTNERSHIP,
a Virginia limited partnership ("TRANSFEROR"), for the purpose of setting forth
the agreement of the parties and of instructing ▇▇▇▇▇▇▇ Title Guaranty Company
("ESCROW AGENT") with respect to the transaction contemplated by this Agreement.
R E C I T A L S:
A. Transferor is the owner of an undivided fee simple interest in
the real property located at ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, in the City of Alexandria,
County of Fairfax, Commonwealth of Virginia, as more particularly described on
EXHIBIT "A" attached hereto (the "LAND"). The Land, together with the
"Improvements," the balance of the "Real Property," the "Personal Property," and
the "Intangible Property" (each as hereinafter defined), shall be collectively
referred to herein as the "PROPERTY."
B. Transferor and Transferee have, in good faith and at arm's
length, negotiated the terms and conditions of this Agreement, and Transferor
now desires to transfer, contribute and convey the Property to Transferee, and
Transferee now desires to accept such transfer, contribution and conveyance,
upon and subject to the terms and conditions set forth in this Agreement.
A G R E E M E N T:
NOW, THEREFORE, in consideration of the mutual covenants contained in
this Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Transferee and Transferor hereby
agree, and instruct Escrow Agent, as follows:
1. TRANSFER, CONTRIBUTION AND CONVEYANCE .
Subject to all of the terms and conditions of this Agreement,
Transferor agrees to transfer, contribute and convey to Transferee, and
Transferee agrees to acquire and accept
from Transferor, a good and marketable fee simple interest in the Property, upon
the terms and conditions set forth herein.
2. CONTRIBUTION VALUE.
2.1 PAYMENT. The contribution value of the Property (the
"CONTRIBUTION VALUE") shall equal ONE HUNDRED TEN MILLION TWO HUNDRED SEVENTY
THOUSAND TWO HUNDRED SIXTY-EIGHT DOLLARS ($110,270,268.00) less the sum of all
liens, mortgages and encumbrances affecting the Property, subject to adjustment
for prorations and closing costs as hereinafter provided. The Contribution
Value shall be payable at the "Closing" (as hereinafter defined) in the form of
limited partnership units in Transferee (collectively, "OP UNITS"); provided,
however, that a portion of the Contribution Value equal to the sum of all of
Transferor's "Closing Costs" (as herein defined) shall be payable in cash by
wire transfer of federal funds (instead of in the form of OP Units). The number
of OP Units which Transferor shall receive shall be determined by dividing the
Contribution Value (less the sum of all of Transferor's Closing Costs) by the
average trading price of the Class A Common Stock (the "COMMON STOCK") of
Apartment Investment & Management Company, a Maryland corporation, for the ten
(10) "Business Days" (as hereinafter defined) preceding the second (2nd)
Business Day prior to the Closing, which amount shall, for the purposes of this
Section 2.1, be deemed to be the price of the Common Stock.
2.2 ADJUSTMENT FOR PRORATIONS AND CLOSING COSTS. On the Closing
Date, Transferee shall receive as a credit against the Contribution Value an
amount equal to the sum of: (i) all security deposits which were paid by
tenants ("TENANTS") under the "Leases" (as hereinafter defined) to or for the
account of Transferor plus accrued interest, if and to the extent required to be
paid to such Tenants on such security deposits; (ii) expenses and other sums
owed by Transferor to Tenants for work or disputes which occurred prior to the
Closing Date; and (iii) the amount, if any, by which prorated amounts allocated
to Transferor pursuant to Section 5.5 below exceed prorated amounts allocated to
Transferee pursuant to Section 5.5 below.
3. OPENING OF ESCROW.
On the Closing Date, Transferee and Transferor shall cause an escrow
("ESCROW") to be opened with Escrow Agent by delivery to Escrow Agent of a fully
executed copy of this Agreement (the "OPENING OF ESCROW"). This Agreement shall
constitute escrow instructions to the Escrow Agent as well as the agreement of
the parties. Escrow Agent is hereby appointed and designated to act as the
Escrow Agent and instructed to deliver,
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pursuant to the terms of this Agreement, the documents and funds to be deposited
into Escrow as herein provided. The parties hereto shall execute such
additional escrow instructions (not inconsistent with this Agreement as
determined by counsel for Transferee and Transferor) as Escrow Agent shall deem
reasonably necessary for its protection, including Escrow Agent's general
provisions (as may be modified by Transferee, Transferor and Escrow Agent). In
the event of any inconsistency between this Agreement and such additional escrow
instructions, the provisions of this Agreement shall govern.
4. DESCRIPTION OF PROPERTY.
4.1 THE IMPROVEMENTS. As used herein, the term "IMPROVEMENTS" shall
mean all buildings, improvements, structures and fixtures now or hereafter
located on or in the Land, including, without limitation, the building located
at ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, being used for residential
apartments, containing 2113 units, and commonly known as "Foxchase of
Alexandria" and/or "Foxchase Apartments."
4.2 THE REAL PROPERTY. As used herein, the term "REAL PROPERTY"
shall include (i) the Land, (ii) the Improvements, (iii) all apparatus,
equipment and appliances affixed to and used in connection with the operation or
occupancy of the Land and/or any of the Improvements (such as heating, air
conditioning or mechanical systems and facilities used to provide any utility
services, refrigeration, ventilation, waste disposal or other services) and now
or hereafter located on or in the Land or any of the Improvements, and (iv) all
of the rights, privileges and easements appurtenant to or used in connection
with the Land and/or any of the Improvements, including, without limitation, all
minerals, oil, gas and other hydrocarbon substances, all development rights, air
rights, water, water rights and water stock relating to the Land, all strips and
gores, and all of Transferor's right, title and interest in and to any streets,
alleys, easements, rights-of-way, public ways, or other rights appurtenant,
adjacent or connected to the Land.
4.3 THE PERSONAL PROPERTY. As used herein, the term "PERSONAL
PROPERTY" shall mean all of that certain tangible personal property, equipment
and supplies owned by Transferor and situated at the Real Property and used by
Transferor in connection with the use, operation, maintenance or repair of all
or any portion of the Real Property.
4.4 THE INTANGIBLE PROPERTY. As used herein, the term "INTANGIBLE
PROPERTY" shall mean all of that certain intangible property owned by Transferor
and used by Transferor in connection with all or any portion of the Real
Property and/or the Personal Property, including, without limitation, all of
Transferor's right, title and interest in, to and under: (i) all leases,
licenses, tenancies and other occupancy agreements (whether written or oral) now
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in effect at the Property (collectively, the "LEASES"); (ii) all contract
rights, books, records, reports, test results, environmental assessments, if
any, as-built plans, specifications and other similar documents and materials
relating to the use, operation, maintenance, repair, construction or fabrication
of all or any portion of the Real Property and/or the Personal Property; (iii)
all rights, if any, in and to the names used by Transferor in operating the
Property, including, without limitation, "Foxchase of Alexandria" and "Foxchase
Apartments;" (iv) all transferable business licenses, architectural, site,
landscaping or other permits, applications, approvals, authorizations and other
entitlements affecting any portion of the Real Property; and (v) all
transferable guarantees, warranties and utility contracts relating to all or any
portion of the Real Property.
5. CLOSING.
5.1 CLOSING DATE. Subject to the provisions of this Agreement, the
Closing shall take place concurrently with the execution of this Agreement. As
used herein, the "CLOSING" shall mean the recordation in the appropriate land
records (the "OFFICIAL RECORDS") of a duly executed and acknowledged special
warranty deed, in the form of EXHIBIT "B" attached hereto (the "DEED"), subject
only to the Permitted Exceptions (as hereinafter defined.
5.2 DELIVERIES BY TRANSFEROR. On the Closing Date, Transferor, at
its sole cost and expense, shall deliver or cause to be delivered into Escrow
the following documents and instruments, each dated as of the Closing Date, in
addition to the other items and payments required by this Agreement to be
delivered by Transferor:
5.2.1 DEED. The original executed and acknowledged Deed
conveying the Real Property to Transferee;
5.2.2 NON-FOREIGN AFFIDAVIT. An original executed non-foreign
affidavit in the form of EXHIBIT "C" attached hereto (the "NON-FOREIGN
AFFIDAVIT");
5.2.3 ASSIGNMENT OF LEASES. Four (4) original executed
counterparts of an assignment of leases and security deposits with respect to
the Property in the form of EXHIBIT "D" attached hereto (the "ASSIGNMENT OF
LEASES");
5.2.4 ▇▇▇▇ OF SALE. Four (4) executed originals of a ▇▇▇▇ of
sale and assignment with respect to the Property in the form of EXHIBIT "E"
attached hereto (the "▇▇▇▇ OF SALE");
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5.2.5 INVESTOR QUESTIONNAIRE. An original completed and
executed investor questionnaire in the form of EXHIBIT "F" attached hereto (the
"INVESTOR QUESTIONNAIRE");
5.2.6 ACKNOWLEDGEMENT. Four (4) original executed
counterparts of an acknowledgement in the form of EXHIBIT "G" attached hereto
(the "ACKNOWLEDGEMENT");
5.2.7 PROOF OF AUTHORITY. Such proof of Transferor's
authority and authorization to enter into this Agreement and the transaction
contemplated hereby, and such proof of the power and authority of the
individual(s) executing or delivering any instruments, documents or certificates
on behalf of Transferor to act for and bind Transferor as may be reasonably
required by Transferee or ▇▇▇▇▇▇▇ Title Guaranty Company (in such capacity,
"TITLE COMPANY"); and
5.2.8 OTHER. Such other documents and instruments, signed and
properly acknowledged by Transferor, if appropriate, as may be reasonably
required by Transferee, Title Company, Escrow Agent or otherwise in order to
effectuate the provisions of this Agreement and the Closing of the transaction
contemplated herein (including, without limitation, affidavits reasonably
required by the Title Company in order to facilitate its issuance at the Closing
of an American Land Title Association extended coverage owner's policy of title
insurance ("TRANSFEREE'S TITLE POLICY") for the Real Property in favor of
Transferee, with an effective date not earlier than the Closing Date, with
liability coverage equal to the amount of the Contribution Value, showing fee
title to the Property vested in Transferee or Transferee's nominee, with those
endorsements requested by Transferee, and subject only to those exceptions that
are reasonably acceptable to Transferee (collectively, the "PERMITTED
EXCEPTIONS")).
5.3 DELIVERIES BY TRANSFEREE. On the Closing Date, Transferee, at
its sole cost and expense, shall deliver or cause to be delivered into Escrow
the following documents and instruments, each dated as of the Closing Date, in
addition to the other items and payments required by this Agreement to be
delivered by Transferee:
5.3.1 CONTRIBUTION VALUE AND CLOSING COSTS. One or more
certificates ("CERTIFICATES") representing the OP Units issued pursuant to the
terms of Section 2 hereof, together with cash in an amount equal to the sum of
all Closing Costs;
5.3.2 ASSIGNMENT OF LEASES. Four (4) original executed
counterparts of the Assignment of Leases;
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5.3.3 ACKNOWLEDGEMENT. Four (4) original executed
counterparts of the Acknowledgement;
5.3.4 PROOF OF AUTHORITY. Such proof of Transferee's
authority and authorization to enter into this Agreement and the transaction
contemplated hereby, and such proof of the power and authority of the
individual(s) executing or delivering any instruments, documents or certificates
on behalf of Transferee to act for and bind Transferee as may be reasonably
required by Title Company or Transferor; and
5.3.5 OTHER. Such other documents and instruments signed and
properly acknowledged by Transferee, if appropriate, as may reasonably be
required by Transferor, Title Company, Escrow Agent, or otherwise in order to
effectuate the provisions of this Agreement and the Closing of the transaction
contemplated herein.
5.4 ACTIONS BY ESCROW AGENT. When Transferee and Transferor have
deposited into Escrow the documents and funds required by this Agreement, and
Title Company is irrevocably committed to issue Transferee's Title Policy with
an effective date not earlier than the Closing Date, Escrow Agent shall, in the
order and manner herein below indicated, take the following actions:
5.4.1 FUNDS AND CERTIFICATES. Disburse all funds and deliver
the Certificates deposited with it by Transferee as follows:
5.4.1.1 pursuant to a Closing statement approved by
Transferee and Transferor, retain for Escrow Agent's own account all escrow fees
and costs, disburse to Title Company the fees and expenses incurred in
connection with the issuance of Transferee's Title Policy, and disburse to any
other persons or entities entitled thereto the amount of any other Closing
Costs;
5.4.1.2 deliver the Certificates to Transferor; and
5.4.1.3 disburse to the party who deposited the same
into Escrow any remaining funds in the possession of Escrow Agent after payments
pursuant to Section 5.4.1.1 above have been completed.
5.4.2 RECORDING. Cause the Deed and any other documents which
the parties hereto may mutually direct to be recorded in the Official Records
and obtain conformed copies thereof for distribution to Transferee and
Transferor.
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5.4.3 TITLE POLICY. Cause the Title Company to issue
Transferee's Title Policy to Transferee.
5.4.4 DELIVERY OF DOCUMENTS. Deliver (a) to Transferee and
Transferor each, two (2) originals of all documents deposited into Escrow (other
than the Deed, the Non-Foreign Affidavit, the Investor Questionnaire and the
Certificates) and (b) to Transferee, the Non-Foreign Affidavit and the Investor
Questionnaire.
5.5 PRORATIONS. Rentals, revenues, and other income, if any, from
the Property, taxes, assessments, improvement bonds, service or other contract
fees, equity costs, and other expenses affecting the Property shall be prorated
between Transferee and Transferor as of the Closing Date based on a 365 day
year. For purposes of calculating prorations, Transferee shall be deemed to be
title holder of the Property, and therefore entitled to the income and
responsible for the expenses, after 12:01 a.m. on the Closing Date. Delinquent
rentals as of the Closing Date shall not be prorated, but when paid to
Transferee shall be delivered by Transferee to Transferor, less the costs and
expenses incurred by Transferee in collecting the same (provided that all
current rent has then been paid with respect to such Leases). After the
Closing, Transferor shall have no right to proceed in any manner or make any
claim against any Tenants for rents that were delinquent as of the Closing Date,
except to the extent that any such person no longer occupies any portion of the
Property. All non-delinquent real estate taxes or assessments on the Property
shall be prorated based on the actual current tax ▇▇▇▇, but if such tax ▇▇▇▇ has
not yet been received by Transferor by the Closing Date or if supplemental taxes
are assessed after the Closing for the period prior to the Closing, the parties
shall make any necessary adjustment after the Closing by cash payment to the
party entitled thereto so that Transferor shall have borne all real property
taxes, including all supplemental taxes, allocable to the period prior to the
Closing and Transferee shall bear all real property taxes, including all
supplemental taxes, allocable to the period from and after the Closing. If any
expenses attributable to the Property and allocable to the period prior to the
Closing are discovered or billed after the Closing, the parties shall make any
necessary adjustment after the Closing by cash payment to the party entitled
thereto so that Transferor shall have borne all expenses allocable to the period
prior to the Closing and Transferee shall bear all expenses allocable to the
period from and after the Closing. The provisions of this Section 5.5 shall
survive the Closing.
5.6 CLOSING COSTS. Each party shall pay its own costs and expenses
arising in connection with the Closing (including, without limitation, its own
attorneys' and advisors' fees), except the following costs (the "CLOSING
COSTS"):
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5.6.1 all documentary transfer, stamp, sales and other taxes
related to the transfer of the Property (other than any State Grantor's Taxes),
which shall be paid by Transferee;
5.6.2 all State Grantor's Taxes, which shall be paid by
Transferor;
5.6.3 Escrow Agent's escrow fees and costs, which shall be
paid one-half (1/2) by Transferor and one-half (1/2) by Transferee;
5.6.4 the cost of the "Disposition Fee" (as defined in that
certain Purchase Agreement, executed in 1980, by and among National Corporation
for Housing Partnerships, The National Housing Partnership and certain limited
partners of Transferor), which shall be paid by Transferor;
5.6.5 the cost of Transferee's Title Policy and all
endorsements thereto, which shall be paid by Transferee; and
5.6.6 all recording fees, which shall be paid by Transferor.
5.7 DELIVERIES OUTSIDE OF ESCROW. Transferor shall deliver
possession of the Property, subject only to the Permitted Exceptions, to
Transferee upon the Closing. Further, Transferor hereby covenants and agrees to
deliver to Transferee, at the Closing, the following items:
5.7.1 INTANGIBLE PROPERTY. The Intangible Property,
including, without limitation, the original Leases.
5.7.2 PERSONAL PROPERTY. The Personal Property, including,
without limitation, any and all keys, pass cards, remote controls, security
codes, computer software and other devices relating to access to the
Improvements.
5.7.3 NOTICES.
5.7.3.1 TENANT NOTICE. A letter to all of the
Tenants in form and substance reasonably acceptable to Transferee, duly executed
by Transferor, dated as of the Closing Date and addressed to all of the Tenants,
informing such Tenants of the transfer of the Property and the assignment of the
Leases to Transferee together with an instruction to pay all amounts due under
the Leases following the Closing Date to Transferee.
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5.7.3.2 SERVICE CONTRACT NOTICE. A letter to all of
the vendors of the service contracts for the Property in form and substance
reasonably acceptable to Transferee, duly executed by Transferor, dated as of
the Closing Date and addressed to all of such vendors, informing said vendors of
the assignment of the service contracts to Transferee.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS.
6.1 TRANSFEROR'S REPRESENTATIONS, WARRANTIES AND COVENANTS.
Transferor represents and warrants to and covenants and agrees with Transferee,
as of the Closing Date, as follows:
6.1.1 TITLE. Transferor is the sole legal and equitable owner
of the Property. No other parties claim any right, title or interest in or to
the Property, or any portion thereof, based on any legal or equitable theory.
6.1.2 AUTHORITY, VALIDITY OF AGREEMENTS. Transferor has the
full right, power and authority to execute this Agreement, to convey the
Property to Transferee as provided herein and to carry out its obligations
hereunder. The individual(s) executing this Agreement and the instruments,
documents and agreements to be executed by Transferor in connection herewith
shall be duly authorized, executed and delivered by Transferor and shall be
valid, binding and enforceable obligations of Transferor.
6.1.3 DUE ORGANIZATION; CONSENTS. Transferor is a limited
partnership duly organized, validly existing and in good standing under the laws
of the Commonwealth of Virginia. All requisite action has been taken by
Transferor in connection with entering into this Agreement, and will be taken
prior to the Closing in connection with the execution and delivery of the
instruments referenced herein and the consummation of the transaction
contemplated hereby. No consent of any partner, shareholder, beneficiary,
creditor, investor, judicial or administrative body, governmental authority or
other party is required in connection herewith which has not been, or prior to
the Closing will not be, obtained.
6.1.4 NO CONFLICTS. The execution and delivery of this
Agreement, the consummation of the transaction herein contemplated, and
compliance with the terms of this Agreement will not conflict with, or, with or
without notice or the passage of time or both, result in a breach of any of the
terms or provisions of, or constitute a default under, any indenture, deed of
trust, mortgage, loan agreement, or other document, or instrument or agreement,
oral or written, to which Transferor is a party or by which Transferor or the
Property is bound, or any applicable regulation of any governmental agency, or
any
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judgment, order or decree of any court having jurisdiction over Transferor or
all or any portion of the Property.
6.1.5 FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT. Transferor
is not a foreign person within the meaning of 42 USCS Section 1445(f)(3).
6.1.6 OP UNITS.
6.1.6.1 Transferor is an "Accredited Investor," as
defined in Rule 501 of the General Rules and Regulations promulgated under the
Securities Act of 1933, as amended (the "ACT").
6.1.6.2 Transferor has had access to such financial
and other information, and has been afforded the opportunity to ask questions of
representatives of Transferee, and to receive answers to those questions, as it
has deemed necessary in connection with the acquisition of the OP Units that are
to be acquired pursuant hereto.
6.1.6.3 Transferor (i) acknowledges that the OP Units
that will be acquired pursuant to this Agreement are being acquired in
transactions not involving any public offering within the meaning of the Act,
and that the OP Units have not been registered and may never be registered under
the Act, and (ii) agrees not to offer, sell, transfer or otherwise dispose of
all or any portion of the OP Units in the absence of registration under the Act
unless it delivers to Transferee an opinion of counsel reasonably satisfactory
to Transferee, in form and substance satisfactory to Transferee, to the effect
that the proposed sale, transfer or other disposition may be effected without
registration under the Act and under applicable state securities or blue sky
laws.
6.1.6.4 Transferor acknowledges and agrees that the
OP Units will be in the form of physical certificates and that unless such OP
Units shall have been registered under the Act, the certificates will bear a
legend to the following effect:
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF
ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE COMPANY
AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE
COMPANY, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, TO THE EFFECT
THAT THE PROPOSED
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SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION
UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS.
6.1.6.5 Transferor (i) has such knowledge and
experience in financial and business matters that it is capable of evaluating
the merits and risks of an acquisition of the OP Units and is able to bear the
economic risk of a loss of an investment in the OP Units and (ii) is not
acquiring any OP Units with a view to the distribution of the OP Units or any
present intention of offering or selling any of the OP Units in a transaction
that would violate the Act or the securities laws of any state or any other
applicable jurisdiction.
6.1.6.6 With respect to individual or partnership tax
and other economic considerations involved in the transaction contemplated by
this Agreement, including an investment in OP Units, Transferor is not relying
on Transferee (or any agent or representative of Transferee). Transferor has
carefully considered and has, to the extent it believes such discussion
necessary, discussed with its professional legal, tax, accounting and financial
advisors the suitability of an investment in the OP Units for its particular tax
and financial situation and has determined that the OP Units being acquired by
Transferor are a suitable investment for Transferor.
6.1.6.7 No representations or warranties by
Transferor in this Agreement, nor any document, exhibit, statement, certificate
or schedule heretofore or hereinafter furnished to Transferee pursuant hereto,
or in connection with the transaction contemplated hereby, contains or will
contain any untrue statement of a material fact, or omits or will omit to state
any material fact necessary to make the statements or facts contained therein
not misleading.
6.1.7 SURVIVAL. All of the representations, warranties and
agreements of Transferor set forth in this Agreement shall be true upon the
Closing Date and shall survive the delivery of the Deed and the Closing.
6.2 TRANSFEREE'S REPRESENTATIONS, WARRANTIES AND COVENANTS.
Transferee represents and warrants to and covenants and agrees with Transferor,
as of the Closing Date, as follows:
6.2.1 AUTHORITY, VALIDITY OF AGREEMENTS. Transferee has the
full right, power and authority to execute this Agreement, to accept the
Property from Transferor as provided herein and to carry out its obligations
hereunder. The individual(s) executing this Agreement and the instruments,
documents and agreements to be executed by Transferee
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in connection herewith shall be duly authorized, executed and delivered by
Transferee and shall be valid, binding and enforceable obligations of
Transferee.
6.2.2 DUE ORGANIZATION; CONSENTS. Transferee is a limited
partnership duly organized, validly existing and in good standing under the laws
of the State of Delaware. All requisite partnership action has been taken by
Transferee in connection with entering into this Agreement, and will be taken
prior to the Closing in connection with the execution and delivery of the
instruments referenced herein and the consummation of the transaction
contemplated hereby. No consent of any partner, shareholder, beneficiary,
creditor, investor, judicial or administrative body, governmental authority or
other party is required in connection herewith which has not been, or prior to
the Closing will not be, obtained.
6.2.3 NO CONFLICTS. The execution and delivery of this
Agreement, the consummation of the transaction herein contemplated, and
compliance with the terms of this Agreement will not conflict with, or, with or
without notice or the passage of time or both, result in a breach of any of the
terms or provisions of, or constitute a default under, any indenture, deed of
trust, mortgage, loan agreement, or other document, or instrument or agreement,
oral or written, to which Transferee is a party or by which Transferee is bound,
or any applicable regulation of any governmental agency, or any judgment, order
or decree of any court having jurisdiction over Transferee.
6.2.4 SURVIVAL. All of the representations, warranties and
agreements of Transferee set forth in this Agreement shall be true upon the
Closing Date and shall survive the delivery of the Deed and the Closing.
7. BROKERS.
Transferee and Transferor each hereby represent, warrant to and agree
with each other that it has not had, and shall not have, any dealings with any
third party to whom the payment of any broker's fee, finder's fee, commission or
other similar compensation shall or may become due or payable in connection with
the transaction contemplated hereby.
8. MISCELLANEOUS PROVISIONS.
8.1 GOVERNING LAW. This Agreement and the legal relations between
the parties hereto shall be governed by and construed and enforced in accordance
with the laws of the Commonwealth of Virginia, without regard to its principles
of conflicts of law. The parties each hereby irrevocably consent and submit to
the jurisdiction of the courts in the
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Commonwealth of Virginia for the purposes of all legal proceedings arising out
of or relating to this Agreement.
8.2 ENTIRE AGREEMENT; MODIFICATIONS; WAIVER.
8.2.1 ENTIRE AGREEMENT. This Agreement, including, without
limitation, the exhibits attached hereto, constitutes the entire agreement
between Transferee and Transferor pertaining to the subject matter hereof and
supersedes all prior agreements, understandings, letters of intent, negotiations
and discussions, whether oral or written, of the parties, and there are no
warranties, representations or other agreements, express or implied, made to
either party by the other party in connection with the subject matter hereof
except as specifically set forth herein or in the documents delivered pursuant
hereto or in connection herewith.
8.2.2 MODIFICATIONS; WAIVER. No supplement, modification,
waiver or termination of this Agreement shall be binding unless executed in
writing by the party to be bound thereby. No waiver of any provision of this
Agreement shall be deemed or shall constitute a waiver of any other provision
hereof (whether or not similar), nor shall such waiver constitute a continuing
waiver unless otherwise expressly provided.
8.3 NOTICES. All notices, consents, requests, reports, demands or
other communications hereunder (collectively, "NOTICES") shall be in writing and
may be given personally, by registered or certified mail, by telecopy or by
Federal Express (or other reputable overnight delivery service), as follows:
To Transferee: AIMCO Properties, L.P.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
and to: AIMCO Properties, L.P.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
13
with a copy to: Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
To Transferor: First Alexandria Associates Limited Partnership
c/o The National Housing Partnership
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: General Counsel
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
To Escrow Agent: ▇▇▇▇▇▇▇ Title Guaranty Company
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address or such other person as the addressee party shall have
last designated by notice to the other parties. All Notices shall be deemed to
have been given when received. All Notices given by telecopy shall be followed
by the delivery of a hard copy of such Notice, provided that such Notice shall
be deemed to have been given when received by telecopy.
8.4 EXPENSES. Subject to the provision for payment of Closing Costs
in accordance with Section 5.6 hereof, whether or not the transaction
contemplated by this Agreement shall be consummated, all fees and expenses
incurred by any party hereto in connection with this Agreement shall be borne by
such party.
8.5 ASSIGNMENT.
8.5.1 TRANSFEROR'S RIGHT TO ASSIGN. Transferor shall not have
the right to assign this Agreement or any portion hereof or to delegate any
duties or obligations arising under this Agreement, voluntarily, involuntarily
or by operation of law, without Transferee's prior written consent.
14
8.5.2 TRANSFEREE'S RIGHT TO ASSIGN. Transferee shall have the
right, power and authority to assign this Agreement or any portion of this
Agreement or Transferee's rights hereunder or to delegate any duties or
obligations arising under this Agreement, voluntarily, involuntarily or by
operation of law, without Transferor's consent, to any affiliate of Transferee;
provided, however, that no such assignment or delegation shall relieve
Transferee of its obligations or liabilities under this Agreement.
8.6 SEVERABILITY. Any provision or part of this Agreement which is
invalid or unenforceable in any situation in any jurisdiction shall, as to such
situation and such jurisdiction, be ineffective only to the extent of such
invalidity and shall not affect the enforceability of the remaining provisions
hereof or the validity or enforceability of any such provision in any other
situation or in any other jurisdiction.
8.7 SUCCESSORS AND ASSIGNS; THIRD PARTIES. Subject to and without
waiver of the provisions of Section 8.5 hereof, all of the rights, duties,
benefits, liabilities and obligations of the parties shall inure to the benefit
of, and be binding upon, their respective successors and assigns. Except as
specifically set forth or referred to herein, nothing herein expressed or
implied is intended or shall be construed to confer upon or give to any person
or entity, other than the parties hereto and their successors or permitted
assigns, any rights or remedies under or by reason of this Agreement.
8.8 COUNTERPARTS. This Agreement may be executed in as many
counterparts as may be deemed necessary and convenient, and by the different
parties hereto on separate counterparts, each of which, when so executed, shall
be deemed an original, but all such counterparts shall constitute one and the
same instrument.
8.9 HEADINGS. The section headings of this Agreement are for
convenience of reference only and shall not be deemed to modify, explain,
restrict, alter or affect the meaning or interpretation of any provision hereof.
8.10 TIME OF THE ESSENCE. Time shall be of the essence with respect
to all matters contemplated by this Agreement.
8.11 FURTHER ASSURANCES. In addition to the actions recited herein
and contemplated to be performed, executed, and/or delivered by Transferor and
Transferee, Transferor and Transferee agree to perform, execute and/or deliver
or cause to be performed, executed and/or delivered at Closing or after Closing
any and all such further acts, instruments, deeds and assurances as may be
reasonably required to consummate the transaction contemplated hereby.
15
8.12 NUMBER AND GENDER. Whenever the singular number is used, and
when required by the context, the same includes the plural, and the masculine
gender includes the feminine and neuter genders.
8.13 CONSTRUCTION. This Agreement shall not be construed more
strictly against one party hereto than against any other party hereto merely by
virtue of the fact that it may have been prepared by counsel for one of the
parties.
8.14 EXHIBITS. All exhibits attached hereto are hereby incorporated
by reference as though set out in full herein.
8.15 ATTORNEY'S FEES. In the event that either party hereto brings
an action or proceeding against the other party to enforce or interpret any of
the covenants, conditions, agreements or provisions of this Agreement, the
prevailing party in such action or proceeding shall be entitled to recover all
reasonable costs and expenses of such action or proceeding, including, without
limitation, reasonable attorneys' fees, charges, disbursements and the
reasonable fees and costs of expert witnesses.
8.16 BUSINESS DAYS. As used herein, the term "BUSINESS DAY" shall
mean a day that is not a Saturday, Sunday or legal holiday. In the event that
the date for the performance of any covenant or obligation under this Agreement
shall fall on a Saturday, Sunday or legal holiday, the date for performance
thereof shall be extended to the next Business Day.
8.17 POST-CLOSING ACCESS TO RECORDS. Upon receipt by Transferor of
Transferee's reasonable written request at anytime and from time to time within
a period of three (3) years after the Closing, Transferor shall, at Transferor's
principal place of business, during Transferor's normal business hours, make all
of Transferor's records relating to the Property available to Transferee for
inspection and copying (at Transferee's sole cost and expense).
16
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
TRANSFEREE:
AIMCO PROPERTIES, L.P.,
a Delaware limited partnership
By: AIMCO-GP, Inc.,
Its: General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------
▇▇▇▇▇ ▇▇▇▇▇▇
Vice President
TRANSFEROR:
FIRST ALEXANDRIA ASSOCIATES
LIMITED PARTNERSHIP,
a Virginia limited partnership
By: THE NATIONAL HOUSING
PARTNERSHIP,
a District of Columbia limited
partnership
Its: General Partner
By: NATIONAL CORPORATION
FOR HOUSING PARTNERSHIPS,
a District of Columbia corporation
Its: General Partner
By: /s/ ▇▇▇ ▇▇▇▇▇▇
----------------
▇▇▇ ▇▇▇▇▇▇
Executive Vice President
Finance and Administration
17
ESCROW AGENT:
The undersigned Escrow Agent accepts the foregoing Acquisition and Contribution
Agreement and Joint Escrow Instructions and agrees to act as Escrow Agent
thereunder in strict accordance with its terms.
▇▇▇▇▇▇▇ TITLE GUARANTY COMPANY
By: /s/
------------
Name:
Title:
18
LIST OF EXHIBITS
EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY
EXHIBIT "B" FORM OF SPECIAL WARRANTY DEED
EXHIBIT "C" FORM OF NON-FOREIGN AFFIDAVIT
EXHIBIT "D" FORM OF ASSIGNMENT OF LEASES
EXHIBIT "E" FORM OF ▇▇▇▇ OF SALE
EXHIBIT "F" FORM OF INVESTOR QUESTIONNAIRE
EXHIBIT "G" ACKNOWLEDGEMENT
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
A-1
EXHIBIT "B"
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED is made and entered into as of this ____ day of
___________, 1997, by and between FIRST ALEXANDRIA ASSOCIATES LIMITED
PARTNERSHIP, a Virginia limited partnership, party of the first part, and AIMCO
PROPERTIES, L.P., a Delaware limited partnership, party of the second part.
WITNESSETH:
THAT, for and in consideration of the sum of Ten Dollars ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the said party of the first part does grant and convey, with
Special Warranty, unto the said party of the second part, in fee simple, that
certain land and premises situate in the County of Fairfax, Virginia, all as
more particularly described on EXHIBIT "A" attached hereto and incorporated by
reference as though fully set forth herein.
TOGETHER with the buildings and improvements thereupon erected, made
or being thereon (or to be erected or made thereon), and all of the estate,
right, title, interest and claim, either at law or in equity, or otherwise
however, of the said party of the first part, of, in, to, or out of the said
land and premises and the rights, alleys, ways, waters, privileges,
appurtenances and advantages, to the same belonging or otherwise appertaining
thereto.
TAX MAP NUMBER: 039.00-04-17-0
GRANTEE'S ADDRESS: AIMCO Properties, L.P.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Chief Financial Officer
B-1
TO HAVE AND TO HOLD, the above land and premises unto the said party of the
second part, its successors and assigns forever, in fee simple subject to the
easements, covenants, restrictions, rights of way and other matters of record,
if any, pertaining thereto among the land records of the County of Fairfax,
Virginia.
AND the said party of the first part, covenants that it will warrant
SPECIALLY the property hereby conveyed, and that it will execute such further
assurances thereof as may be requisite.
IN WITNESS WHEREOF, the said First Alexandria Associates Limited
Partnership, party of the first part, has, as of the day and year first above
written, executed this Special Warranty Deed.
FIRST ALEXANDRIA ASSOCIATES
LIMITED PARTNERSHIP,
a Virginia limited partnership
By: THE NATIONAL HOUSING
PARTNERSHIP,
a District of Columbia limited partnership
Its: General Partner
By: NATIONAL CORPORATION
FOR HOUSING PARTNERSHIPS,
a District of Columbia corporation
Its: General Partner
By:
------------------------
▇▇▇ ▇▇▇▇▇▇
Executive Vice President
Finance and Administration
B-2
STATE OF ________________ )
) : ss.
COUNTY OF _______________ )
On the __ day of_______________, 1997 , before me,________________________
_________________________________________________________, personally appeared
______________________________________________________________________________
_____________________________________________________________________________,
/ / personally known to me or proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
-------------------------
(SEAL)
B-3
EXHIBIT "C"
NON-FOREIGN AFFIDAVIT
1. Section 1445 of the Internal Revenue Code of 1986, as amended
(the "IRC"), provides that a transferee of a United States real property
interest must withhold tax if the transferor is a foreign person.
2. In order to inform AIMCO Properties, L.P., a Delaware limited
partnership ("TRANSFEREE"), that withholding of tax is not required upon the
disposition by First Alexandria Associates Limited Partnership, a Virginia
limited partnership ("TRANSFEROR"), of the United States real property more
particularly described on EXHIBIT "A" attached hereto and incorporated herein by
reference (the "PROPERTY"), the undersigned Transferor certifies and declares by
means of this certification, the following:
a. Transferor is not a foreign person, foreign corporation, foreign
partnership, foreign trust or foreign estate (as such terms are
defined in the IRC and the Income Tax Regulations).
b. Transferor is a limited partnership.
c. Record title to the Property is in the name of Transferor.
d. Transferor's federal taxpayer identification number is:
-------------------------
e. Transferor's address is:
First Alexandria Associates Limited Partnership
c/o The National Housing Partnership
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: General Counsel
3. Transferor understands that this certification may be disclosed
to the Internal Revenue Service by Transferee and that any false statement
contained in this certification may be punished by fine, imprisonment or both.
C-1
Under penalties of perjury, Transferor declares that it has carefully
examined this certification and it is true, correct and complete.
Executed this ___ day of _________, 1997.
TRANSFEROR:
FIRST ALEXANDRIA ASSOCIATES
LIMITED PARTNERSHIP,
a Virginia limited partnership
By: THE NATIONAL HOUSING
PARTNERSHIP,
a District of Columbia limited
partnership
Its: General Partner
By: NATIONAL CORPORATION
FOR HOUSING PARTNERSHIPS,
a District of Columbia corporation
Its: General Partner
By:
--------------------------
▇▇▇ ▇▇▇▇▇▇
Executive Vice President
Finance and Administration
C-2
EXHIBIT "D"
ASSIGNMENT OF LEASES AND SECURITY DEPOSITS
THIS ASSIGNMENT OF LEASES AND SECURITY DEPOSITS ("ASSIGNMENT") is made and
entered into as of the _______ day of ___________, 1997, by and between AIMCO
PROPERTIES, L.P., a Delaware limited partnership ("ASSIGNEE"), and FIRST
ALEXANDRIA ASSOCIATES LIMITED PARTNERSHIP, a Virginia limited partnership
("ASSIGNOR") .
R E C I T A L S
WHEREAS, Assignor, as landlord, has entered into those certain leases
identified on EXHIBIT "A" attached hereto and incorporated herein by reference
(collectively, together with all amendments, modifications, supplements,
restatements and guarantees thereof, the "LEASES"), for certain property located
in the City of Alexandria, County of Fairfax, Commonwealth of Virginia;
WHEREAS, Assignor and Assignee have entered into that certain Acquisition
and Contribution Agreement and Joint Escrow Instructions, dated as of
__________, 1997 (the "ACQUISITION AGREEMENT"); and
WHEREAS, the Acquisition Agreement requires Assignor and Assignee to
execute this Assignment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree
as follows:
A G R E E M E N T
1. ASSIGNMENT AND ASSUMPTION. From and after the date hereof for the
remainder of the term of each of the Leases, Assignor hereby irrevocably
assigns, sets over, transfers and conveys to Assignee all of Assignor's right,
title and interest in and to (i) the Leases and (ii) all security deposits made
under the Leases (the "SECURITY DEPOSITS"). Subject to the terms and conditions
of the Acquisition Agreement, Assignee hereby accepts this Assignment of the
Leases and Security Deposits and the rights granted herein. Assignee hereby
expressly assumes, for itself and its successors, assigns and legal
representatives, the Leases and all of the obligations and liabilities, fixed
and contingent, of Assignor thereunder accruing from and after the date hereof
D-1
with respect to the Leases (including, without limitation, the obligation to
account for the Security Deposits) and agrees to (a) be fully bound by all of
the terms, covenants, agreements, provisions, conditions, obligations and
liability of Assignor thereunder, which accrue from and after the date hereof,
and (b) keep, perform and observe all of the covenants and conditions contained
therein on the part of Assignor to be kept, performed and observed, from and
after the date hereof.
2. GENERAL PROVISIONS.
a. SUCCESSORS. This Assignment shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, legal
representatives, successors and assigns.
b. COUNTERPARTS. This Assignment may be executed in as many
counterparts as may be deemed necessary and convenient, and by the different
parties hereto on separate counterparts, each of which, when so executed, shall
be deemed an original, but all such counterparts shall constitute one and the
same instrument.
c. GOVERNING LAW. This Assignment and the legal relations of the
parties hereto shall be governed by and construed and enforced in accordance
with the laws of the Commonwealth of Virginia, without regard to its principles
of conflicts of law.
D-2
IN WITNESS WHEREOF, this Assignment was made and executed as of the date
first above written.
ASSIGNEE:
AIMCO PROPERTIES, L.P.,
a Delaware limited partnership,
By: AIMCO-GP, Inc.,
Its: General Partner
By:
-------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
Vice President
ASSIGNOR:
FIRST ALEXANDRIA ASSOCIATES
LIMITED PARTNERSHIP,
a Virginia limited partnership
By: THE NATIONAL HOUSING
PARTNERSHIP,
a District of Columbia limited
partnership
Its: General Partner
By: NATIONAL CORPORATION
FOR HOUSING PARTNERSHIPS,
a District of Columbia corporation
Its: General Partner
By:
--------------------------
▇▇▇ ▇▇▇▇▇▇
Executive Vice President
Finance and Administration
D-3
EXHIBIT "A"
LIST OF LEASES
D-4
EXHIBIT "E"
▇▇▇▇ OF SALE AND ASSIGNMENT
THIS ▇▇▇▇ OF SALE AND ASSIGNMENT ("▇▇▇▇ OF SALE") is made and entered into
as of the ___ day of ___________, 1997, by FIRST ALEXANDRIA ASSOCIATES LIMITED
PARTNERSHIP, a Virginia limited partnership ("TRANSFEROR"), to and for the
benefit of AIMCO PROPERTIES, L.P., a Delaware limited partnership
("TRANSFEREE").
R E C I T A L S
WHEREAS, Transferor is the owner of that certain parcel of real property
located in the City of Alexandria, County of Fairfax, Commonwealth of Virginia
(the "REAL PROPERTY"), as more particularly described on EXHIBIT "A" attached
hereto and incorporated herein by reference;
WHEREAS, Transferee and Transferor have entered into that certain
Acquisition and Contribution Agreement and Joint Escrow Instructions, dated as
of _________, 1997 (the "ACQUISITION AGREEMENT"), with respect to, among other
things, the acquisition of the "Personal Property" and the "Intangible Property"
(each as defined below), and certain other property; and
WHEREAS, the Acquisition Agreement requires Transferor to convey all of
Transferor's right, title and interest in, to and under the Personal Property
and the Intangible Property to Transferee.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Transferor hereby agrees as
follows:
A G R E E M E N T
1. Unless the context otherwise requires, all capitalized terms used but
not otherwise defined herein shall have the respective meanings provided
therefor in the Acquisition Agreement.
2. Transferor does hereby unconditionally, absolutely, and irrevocably
grant, bargain, sell, transfer, assign, convey, set over and deliver unto
Transferee all of Transferor's right, title and interest in and to:
E-1
a. all of that certain tangible personal property, equipment and
supplies owned by Transferor and situated at the Real Property and used by
Transferor in connection with the use, operation, maintenance or repair of all
or any portion of the Real Property; and
b. all of that certain intangible property owned by Transferor and
used by Transferor in connection with all or any portion of the Real Property
and/or the Personal Property, including, without limitation, all of Transferor's
right, title and interest in, to and under: (i) all contract rights, books,
records, reports, test results, environmental assessments, if any, as-built
plans, specifications and other similar documents and materials relating to the
use, operation, maintenance, repair, construction or fabrication of all or any
portion of the Real Property or the Personal Property; (ii) all rights, if any,
in and to the names used by Transferor in operating the Property, including,
without limitation, "Foxchase of Alexandria" and "Foxchase Apartments;" (iii)
all transferable business licenses, architectural, site, landscaping or other
permits, applications, approvals, authorizations and other entitlements
affecting any portion of the Real Property; and (iv) all transferable
guarantees, warranties and utility contracts relating to all or any portion of
the Real Property.
3. Transferor represents and warrants that it has good title to the
Property and that the Property is free and clear of all options, claims, liens,
mortgages, pledges, security interests, prior assignments, encumbrances,
covenants, conditions, restrictions and any other matters affecting title, other
than the Permitted Exceptions.
4. This ▇▇▇▇ of Sale shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, legal representatives, successors
and assigns.
5. This ▇▇▇▇ of Sale and the legal relations of the parties hereto shall
be governed by and construed and enforced in accordance with the laws of the
Commonwealth of Virginia, without regard to its principles of conflicts of law.
E-2
IN WITNESS WHEREOF, this ▇▇▇▇ of Sale was made and executed as of the date
first above written.
TRANSFEROR:
FIRST ALEXANDRIA ASSOCIATES
LIMITED PARTNERSHIP,
a Virginia limited partnership
By: THE NATIONAL HOUSING
PARTNERSHIP,
a District of Columbia limited
partnership
Its: General Partner
By: NATIONAL CORPORATION
FOR HOUSING PARTNERSHIPS,
a District of Columbia corporation
Its: General Partner
By:
------------------------
▇▇▇ ▇▇▇▇▇▇
Executive Vice President
E-3
EXHIBIT "F"
INVESTOR QUESTIONNAIRE
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
INDIVIDUAL INVESTOR QUESTIONNAIRE
To: Apartment Investment and Management Company
The information contained in this Questionnaire is being furnished in order
to determine whether the undersigned meets the suitability standards for an
investment in units of limited partnership (the "Securities") of AIMCO
Properties, L.P., a Delaware limited partnership (the "Company").
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned understands, however, that the Company may
present this Questionnaire to such parties as it deems appropriate if called
upon to establish that the proposed offer and sale of the Securities is exempt
from registration under the Securities Act of 1933, as amended, or meets the
requirements of applicable state securities or "blue sky" laws. Further, the
undersigned understands that the Company may be required to report the offering
in public filings with the Securities and Exchange Commission and to various
state securities or "blue sky" regulators.
IN ADDITION TO SIGNING THE SIGNATURE PAGE, YOU MUST COMPLETE A FORM W-9.
--------------------------------------------------------------------------------
IF YOU ARE PURCHASING SECURITIES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THE
SIGNATURE PAGE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
IF YOU ARE PURCHASING SECURITIES WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU
MUST EACH FILL OUT A SEPARATE QUESTIONNAIRE AND FORM W-9.
--------------------------------------------------------------------------------
F-11
I. PLEASE INDICATE DESIRED TYPE OF OWNERSHIP OF SECURITIES.
/ / Individual
/ / Joint Tenants (rights of survivorship)
/ / Tenants in Common (no rights of survivorship)
II. PLEASE CHECK ANY OF THE STATEMENTS 1-6 BELOW THAT APPLIES TO YOU
/ / 1. I have an individual net worth* or joint net worth with my
spouse in excess of $1,000,000.
/ / 2. I have had an individual income* in excess of $200,000 in each of
the two most recent years, and I reasonably expect an individual
income in excess of $200,000 for the current year. NOTE: IF YOU
ARE BUYING JOINTLY WITH YOUR SPOUSE, YOU MUST EACH HAVE AN
INDIVIDUAL INCOME IN EXCESS OF $200,000 IN EACH OF THESE YEARS IN
ORDER TO CHECK THIS BOX.
/ / 3. My spouse and I have had a joint income in excess of $300,000 in
each of the two most recent years, and I reasonably expect a
joint income in excess of $300,000 for the current year.
/ / 4. I am a Massachusetts resident, and my investment in the
Securities does not exceed 25% of my net worth or, if I am
married, 25% of the combined net worth of my spouse and me,
excluding principal residence and home furnishings.
--------------------
* For purposes of this Questionnaire, the term "net worth" means the excess
of total assets over total liabilities. In determining "income," an
investor should add to his or her adjusted gross income any amounts
attributable to tax-exempt income received, losses claimed as a limited
partner in any limited partnership, deductions claimed for depletion,
contributions to ▇▇▇ or ▇▇▇▇▇ retirement plan, alimony payments and any
amount by which income from long-term capital gains has been reduced in
arriving at adjusted gross income.
F-1-2
/ / 5. I am a resident of Alabama or Wisconsin and, either alone or with
my representative, I have such knowledge and experience in
financial and business matters that I am capable of evaluating
the merits and risks of this investment.
/ / 6. I am a director or executive officer of the Company.
III. OTHER CERTIFICATIONS
By signing the Signature Page, I certify as follows (or, if I am purchasing
Securities with my spouse as co-owner, each of us certifies as follows):
(a) that I am at least 21 years of age;
(b) that my purchase of Securities will be solely for my own account and
not for the account of any other person (other than my spouse, if
co-owner); and
(c) that the name, residence address and social security or taxpayer
identification number, as set forth in this Questionnaire, are true,
correct and complete.
IV. GENERAL INFORMATION.
(a) PURCHASER.
Name:
--------------------------------------------------------------------------------
Social Security or Taxpayer Identification Number:
--------------------------------------------------------------------------------
Residence Address:
--------------------------------------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
F-1-3
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Residence Telephone Number:
--------------------------------------------------------------------------------
(Area Code) (Number)
Business Name and Address:
--------------------------------------------------------------------------------
(Name of Business)
--------------------------------------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Business Telephone Number:
--------------------------------------------------------------------------------
(Area Code) (Number)
I prefer to have correspondence sent to: / / Residence / / Business
(b) SPOUSE, IF CO-OWNER.
Name:
--------------------------------------------------------------------------------
Social Security or Taxpayer Identification Number:
--------------------------------------------------------------------------------
Residence Address (if different from Purchaser's):
--------------------------------------------------------------------------------
(Number and Street)
F-1-4
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Residence Telephone Number (if different from Purchaser's):
--------------------------------------------------------------------------------
(Area Code) (Number)
Business Name and Address (if different from Purchaser's):
--------------------------------------------------------------------------------
(Business Name)
--------------------------------------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Business Telephone Number (if different from Purchaser's):
--------------------------------------------------------------------------------
(Area Code) (Number)
I prefer to have correspondence sent to: / / Residence / / Business
F-1-5
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
INDIVIDUAL SIGNATURE PAGE
Your signature on this Individual Signature Page evidences your agreement
to be bound by the QUESTIONNAIRE.
The undersigned represents that (a) he or she has read and understands the
Private Placement Memorandum of Apartment Investment and Management Company
relating to Securities, (b) the information contained in this Questionnaire is
complete and accurate and (c) he or she will notify Apartment Investment and
Management Company immediately if any material change in any of this information
occurs before the undersigned acquires Securities and will promptly send written
confirmation of such change.
---------------------------------------------
Date
----------------------------------------
Signature
----------------------------------------
Name (Please Type or Print)
----------------------------------------
Signature of Spouse if Co-Owner
----------------------------------------
Name of Spouse if Co-Owner
(Please Type or Print)
--------------------------------------------------------------------------------
IF YOU ARE PURCHASING UNITS WITH YOUR SPOUSE, YOU MUST BOTH SIGN THE
SIGNATURE PAGE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
IF YOU ARE PURCHASING UNITS WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU MUST
EACH FILL OUT A SEPARATE QUESTIONNAIRE AND FORM W-9. PLEASE MAKE A PHOTOCOPY OF
THE INDIVIDUAL INVESTOR QUESTIONNAIRE AND RETURN BOTH COMPLETED QUESTIONNAIRES
AND FORMS W-9 TO APARTMENT INVESTMENT AND MANAGEMENT COMPANY IN THE SAME
ENVELOPE.
--------------------------------------------------------------------------------
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
F-1-6
TRANSFERRED UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, CONCURRED IN BY COUNSEL TO THE
COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF SUCH SECURITIES
IS NOT REQUIRED.
F-1-7
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
PARTNERSHIP QUESTIONNAIRE
To: Apartment Investment and Management Company
The information contained in this Questionnaire is being furnished in order
to determine whether the undersigned meets the suitability standards for an
investment in units of limited partnership (the "Securities") of AIMCO
Properties, L.P., a Delaware limited partnership (the "Company").
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned Partnership understands, however, that the
Company may present this Questionnaire to such parties as it deems appropriate
if called upon to establish that the proposed offer and sale of the Securities
is exempt from registration under the Securities Act of 1933, as amended, or
meets the requirements of applicable state securities or "blue sky" laws.
Further, the undersigned Partnership understands that the Company may be
required to report the offering in public filings with the Securities and
Exchange Commission and to various state securities or "blue sky" regulators.
IN ADDITION TO SIGNING THE SIGNATURE PAGE, THE UNDERSIGNED PARTNERSHIP MUST
COMPLETE A FORM W-9.
I. PLEASE CHECK ANY OF THE STATEMENTS 1-3 BELOW THAT APPLIES TO THE
PARTNERSHIP.
/ / 1. The undersigned Partnership: (a) has total assets in excess of
$5,000,000; and (b) was not formed for the specific purpose of
acquiring Securities.
/ / 2. Each of the partners of the undersigned Partnership is able to
certify that such partner meets at least one of the following
four conditions:
(a) the partner is a natural person whose individual net worth*
or joint net worth with his or her spouse is in excess of
$1,000,000; or
-----------------------
* For purposes of this Questionnaire, the term "net worth" means the excess
of total assets over total liabilities. In determining "income," an
investor should add to his or her adjusted gross income any amounts
attributable to tax-exempt income received, losses claims as a limited
partner in any limited partnership, deductions claimed for depletion,
contributions to ▇▇▇ or ▇▇▇▇▇ retirement plan, alimony payments and any
amount by which income from long-term capital gains has been reduced in
arriving at adjusted gross income.
F-2-1
(b) the partner is a natural person whose individual income* was
in excess of $200,000 in each of the two most recent years,
and who reasonably expects an individual income in excess of
$200,000 in the current year;
(c) Each of the partners of the undersigned Partnership is able
to certify that such partner is a natural person who,
together with his or her spouse, has had a joint income in
excess of $300,000 in each of the two most recent years, and
who reasonably expects a joint income in excess of $300,000
in the current year; or
(d) the partner is a director or executive officer of the
Company.
--------------------------------------------------------------------------------
IF YOU CHECKED STATEMENT 2 OR STATEMENT 3 IN SECTION I AND DID NOT CHECK
STATEMENT 1, YOU MUST PROVIDE A LETTER SIGNED BY A GENERAL PARTNER OF THE
UNDERSIGNED PARTNERSHIP LISTING THE NAME OF EACH PARTNER (WHETHER A GENERAL OR
LIMITED PARTNER) AND THE REASON (UNDER STATEMENT 2 OR STATEMENT 3) SUCH PARTNER
QUALIFIED AS AN ACCREDITED INVESTOR (ON THE BASIS OF NET WORTH, INDIVIDUAL
INCOME OR JOINT INCOME), OR EACH PARTNER MUST PHOTOCOPY AND COMPLETE SECTION II
BELOW.
--------------------------------------------------------------------------------
II. IF YOU CHECKED STATEMENT 2 OR STATEMENT 3 IN SECTION I ABOVE, EACH PARTNER
MUST CHECK ANY OF THE STATEMENTS 1-6 BELOW THAT APPLIED TO SUCH PARTNER AND SIGN
WHERE INDICATED.
/ / 1. I have an individual net worth or joint net worth with my spouse
in excess $1,000,000.
/ / 2. I have had an individual income in excess of $200,000 in each of
the two most recent years, and I reasonably expect an individual
income in excess of $200,000 for the current year. NOTE: IF YOUR
PARTNERSHIP INTEREST IS HELD JOINTLY WITH YOUR SPOUSE, YOU MUST
EACH HAVE AN INDIVIDUAL INCOME IN EXCESS OF $200,000 IN EACH OF
THESE YEARS IN ORDER TO CHECK THIS BOX.
/ / 3. My spouse and I have had a joint income in excess of $300,000 in
each of the two most recent years, and I reasonably expect a
joint income in excess of $300,000 for the current year.
F-2-2
/ / 4. I am a Massachusetts resident, and my investment in the
Securities does not exceed 25% of my net worth or, if I am
married, 25% of the combined net worth of my spouse and me,
excluding principal residence and home furnishings.
/ / 5. I am a resident of Alabama or Wisconsin and, either alone or with
my representative, I have such knowledge and experience in
financial and business matters that I am capable of evaluating
the merits and risks of this investment.
/ / 6. I am a director or executive officer of the Company.
------------------------
Print Name of Partner(s)
------------------------
Signature of Partner(s)
III. OTHER CERTIFICATIONS.
By signing the Signature Page, the undersigned Partnership certifies as
follows:
(a) that the Partnership's purchase of the Securities will be solely for
the Partnership's own account and not for the account of any other person;
and
(b) that the Partnership's name, address of principal place of business,
place of formation and taxpayer identification number as set forth in this
Questionnaire are true, correct and complete.
IV. GENERAL INFORMATION.
(a) PURCHASER.
Name:
---------------------------------------------------------------------------
Principal Place of Business
-----------------------------------------------------
(Number and Street)
F-2-3
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Address for Correspondence (if different):
--------------------------------------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Telephone Number:
---------------------------------------------------------------
(Area Code) (Number)
State in which Formed:
----------------------------------------------------------
Date of Formation:
--------------------------------------------------------------
Taxpayer Identification Number:
-------------------------------------------------
Number of Partners:
-------------------------------------------------------------
(b) THE PERSON WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
PARTNERSHIP.
Name:
---------------------------------------------------------------------------
Position or Title:
--------------------------------------------------------------
(c) IF SECTION II HAS BEEN COMPLETED, NAMES OF INDIVIDUAL PARTNERS WHOSE
SIGNATURES MUST APPEAR ON PAGE B-3.
Name(s) of Individual Partners:
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
F-2-4
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
PARTNERSHIP SIGNATURE PAGE
Your signature on this Partnership Signature Page evidences the agreement
by the Partnership to be bound by the Questionnaire.
1. The undersigned Partnership represents that (a) the undersigned has
read and understands the Private Placement Memorandum of Apartment Investment
and Management Company relating to Securities, (b) the information contained in
this Questionnaire is complete and accurate and (c) the Partnership will notify
Apartment Investment and Management Company immediately if any material change
in any of this information occurs before the undersigned Partnership acquires
Securities and will promptly send written confirmation of such change.
2. The undersigned Partnership hereby represents and warrants that the
person signing this Questionnaire on behalf of the Partnership is duly
authorized to acquire the Securities and execute this Questionnaire on behalf of
the Partnership and, further, that the undersigned Partnership has all requisite
authority to purchase Securities and execute this Questionnaire.
---------------------------------------------
Date
---------------------------------------------
Name of Partnership (Please Type or Print)
By:
------------------------------------------
(Signature)
Name:
----------------------------------------
(Please Type or Print)
Title:
---------------------------------------
(Please Type or Print)
F-2-5
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT OR AN OPINION OF COUNSEL, CONCURRED IN BY COUNSEL TO THE COMPANY, HAS
BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF SUCH SECURITIES IS NOT
REQUIRED.
F-2-6
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
CORPORATION QUESTIONNAIRE
To: Apartment Investment and Management Company
The information contained in this Questionnaire is being furnished in order
to determine whether the undersigned meets the suitability standards for an
investment in units of limited partnership (the "Securities") of AIMCO
Properties, L.P., a Delaware limited partnership (the "Company").
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned Corporation understands, however, that the
Company may present this Questionnaire to such parties as it deems appropriate
if called upon to establish that the proposed offer and sale of the Securities
is exempt from registration under the Securities Act of 1933, as amended, or
meets the requirements of applicable state securities or "blue sky" laws.
Further, the undersigned Corporation understands that the Company may be
required to report the offering in public filings with the Securities and
Exchange Commission and to various state securities or "blue sky" regulators.
IN ADDITION TO SIGNING THE SIGNATURE PAGE, THE UNDERSIGNED CORPORATION MUST
COMPLETE A FORM W-9.
I. PLEASE CHECK ANY OF THE STATEMENTS 1-3 BELOW THAT APPLIES TO THE
CORPORATION.
/ / 1. The undersigned Corporation: (a) has total assets in excess of
$5,000,000; and (b) was not formed for the specific purpose of
acquiring Securities.
/ / 2. Each of the shareholders of the undersigned Corporation is able
to certify that such shareholder meets at least one of the
following three conditions:
F-3-1
(a) the shareholder is a natural person whose individual net
worth* or joint net worth with his or her spouse is in
excess of $1,000,000; or
(b) the shareholder is a natural person who had an individual
income* in excess of $200,000 in each of the two most recent
years, and who reasonably expects an individual income in
excess of $200,000 in the current year; or
(c) each of the shareholders of the undersigned Corporation is
able to certify that such shareholder is a natural person
who, together with his or her spouse, has had a joint income
in excess of $300,000 in each of the two most recent years,
and who reasonably expects a joint income in excess of
$300,000 in the current year.
/ / 3. The undersigned Corporation is:
(a) a bank as defined in Section 3(a) (2) of the Securities Act; or
(b) a savings and loan association or other institution as defined in
Section 3(a) (5) (A) of the Securities Act whether acting in its
individual or fiduciary capacity; or
(c) a broker or dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934; or
(d) an insurance company as defined in Section 2(13) of the
Securities Act; or
(e) an investment company registered under the Investment Company Act
of 1940 or a business development company as defined in Section
2(a) (48) of the Investment Company Act of 1940; or
------------------
* For purposes of this Questionnaire, the term "net worth" means the excess
of total assets over total liabilities. In determining "income," an
investor should add to his or her adjusted gross income any amounts
attributable to tax-exempt income received, losses claimed as a limited
partner in any limited partnership, deductions claimed for depletion,
contributions to ▇▇▇ or ▇▇▇▇▇ retirement plan, alimony payments and any
amount by which income from long-term capital gains has been reduced in
arriving at adjusted gross income.
F-3-2
(f) a small business investment company licensed by the U.S. Small
Business Administration under Section 301(c) or (d) of the Small
Business Investment Act of 1958; or
(g) a private business development as defined in Section 202(a) (22)
of the Investment Advisors Act of 1940.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
IF YOU CHECKED STATEMENT 2 OR STATEMENT 3 IN SECTION I AND DID NOT CHECK
STATEMENT 1, YOU MUST PROVIDE A LETTER SIGNED BY AN OFFICER OF THE UNDERSIGNED
CORPORATION LISTING THE NAME OF EACH SHAREHOLDER AND THE REASON (UNDER STATEMENT
2) WHY SUCH SHAREHOLDER QUALIFIES AS AN ACCREDITED INVESTOR (ON THE BASIS OF NET
WORTH, INDIVIDUAL INCOME OR JOINT INCOME), OR EACH SHAREHOLDER MUST PHOTOCOPY
AND COMPLETE SECTION II BELOW.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
II. IF YOU CHECKED STATEMENT 2 IN I ABOVE, EACH SHAREHOLDER MUST CHECK ANY OF
THE STATEMENTS 1-6 BELOW THAT APPLIES TO SUCH SHAREHOLDER AND SIGN BELOW
WHERE INDICATED.
/ / 1. I have an individual net worth or joint net worth with my spouse
in excess of $1,000,000.
/ / 2. I have had an individual income in excess of $200,000 in each of
the two most recent years, and I reasonably expect an individual
income in excess of $200,000 for the current year. NOTE: IF YOU
HOLD SHARES IN THE UNDERSIGNED CORPORATION JOINTLY WITH YOUR
SPOUSE, YOU MUST EACH HAVE AN INDIVIDUAL INCOME IN EXCESS OF
$200,000 IN EACH OF THESE YEARS IN ORDER TO CHECK THIS BOX.
/ / 3. My spouse and I have had a joint income in excess of $300,000 in
each of the two most recent years, and I reasonably expect a
joint income in excess of $300,000 for the current year.
/ / 4. I am a Massachusetts resident, and my investment in Securities
does not exceed 25% of my net worth or, if I am married, 25% of
the combined net worth of my spouse and me, excluding principal
residence and home furnishings.
F-3-3
/ / 5. I am a resident of Alabama or Wisconsin and, either alone or with
my representative, I have such knowledge and experience in
financial and business matters that I am capable of evaluating
the merits and risks of this investment.
F-3-4
/ / 6. I am a director or executive officer of the Company.
-------------------------
Print Name of Shareholder(s)
-------------------------
Signature of Shareholder(s)
III. OTHER CERTIFICATIONS.
By signing the Signature Page, the undersigned Corporation certifies as
follows:
(a) that the Corporation's purchase of the Securities will be solely for
the Corporation's own account and not for the account of any other person
or entity; and
(b) that the Corporation's name, address of principal place of business,
place of incorporation and taxpayer identification number as set forth in
this Questionnaire are true, correct and complete.
IV. GENERAL INFORMATION.
(a) PROSPECTIVE PURCHASER (THE CORPORATION):
Name:
---------------------------------------------------------------------------
Principal Place of Business
-----------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Address for Correspondence (if different):
--------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
F-3-5
Telephone Number:
----------------------------------------------------------------
(Area Code) (Number)
State of Incorporation:
---------------------------------------------------------
Date of Formation:
--------------------------------------------------------------
Taxpayer Identification Number:
-------------------------------------------------
Number of Shareholders:
---------------------------------------------------------
(b) THE INDIVIDUAL WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
CORPORATION
Name:
---------------------------------------------------------------------------
Position or Title:
--------------------------------------------------------------
(c) IF SECTION II HAS BEEN COMPLETED, NAMES OF INDIVIDUAL SHAREHOLDERS
WHOSE SIGNATURES MUST APPEAR ON PAGE C-4.
Name(s) of Shareholders:
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
F-3-6
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
CORPORATION SIGNATURE PAGE
Your signature on this Corporation Signature Page evidences your agreement
to be bound by the Questionnaire.
8.17.1. The undersigned Corporation represents that (a) the undersigned has
read and understands the Private Placement Memorandum of Apartment Investment
and Management Company relating to the Securities, (b) the information contained
in this Questionnaire is complete and accurate and (c) the Corporation will
notify Apartment Investment and Management Company immediately if any material
change in any of this information occurs before the undersigned Corporation
acquires Securities and will promptly send written confirmation of such change.
8.17.2 The undersigned Corporation hereby represents and warrants that the
person signing this Questionnaire on behalf of the Corporation is duly
authorized to acquire the Securities and execute this Questionnaire on behalf
of the Corporation and, further, that the undersigned Corporation has all
requisite authority to purchase Securities and execute this Questionnaire.
--------------------------------------------------
Date
---------------------------------------------
Name of Corporation
(Please Type or Print)
By:
------------------------------------------
(Signature )
Name:
----------------------------------------
(Please Type or Print)
Title:
---------------------------------------
(Please Type or Print)
F-3-7
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT OR AN OPINION OF COUNSEL, CONCURRED IN BY COUNSEL TO THE COMPANY, HAS
BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF SUCH SECURITIES IS NOT
REQUIRED.
F-3-8
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
TRUST QUESTIONNAIRE
To: Apartment Investment and Management Company
The information contained in this Questionnaire is being furnished in order
to determine whether the undersigned meets the suitability standards for an
investment in units of limited partnership (the "Securities") of AIMCO
Properties, L.P., a Delaware limited partnership (the "Company").
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned Trust understands, however, that the Company
may present this Questionnaire to such parties as it deems appropriate if called
upon to establish that the proposed offer and sale of the Securities is exempt
from registration under the Securities Act of 1933, as amended, or meets the
requirements of applicable state securities or "blue sky" laws. Further, the
undersigned Trust understands that the Company may be required to report the
offering in public filings with the Securities and Exchange Commission and to
various state securities or "blue sky" regulators.
IN ADDITION TO SIGNING THE SIGNATURE PAGE, THE UNDERSIGNED TRUST MUST
COMPLETE A FORM W-9.
I. PLEASE CHECK STATEMENTS 1 OR 2 BELOW, AS APPLICABLE.
/ / 8.17.3 (a) the Trust has total assets in excess of $5,000,000; AND
(b) the Trust was not formed for the specific purpose of
acquiring Securities; AND
(c) the purchase by the Trust is directed by a person who
has such knowledge and experience in financial and
business matters that he or she is capable of
evaluating the merits and risks of an investment in the
Securities.
/ / 8.17.4 The Trust is a revocable grantor Trust which the grantor may
revoke at any time without the consent or approval of any
other person; the grantor retains sole investment control
over the assets of the trust; and
F-4-1
(a) the grantor is a natural person whose individual net
worth (*) or joint net worth with the grantor's spouse
is in excess of $1,000,000; or
(b) the grantor is a natural person who had an individual
income* in excess of $200,000 in each of the two most
recent years, and who reasonably expects an individual
income in excess of $200,000 in the current year; or
(c) the grantor is a natural person who, together with his
or her spouse, has had a joint income in excess of
$300,000 in each of the two most recent years, and who
reasonably expects a joint income in excess of $300,000
in the current year; or
(d) the grantor is a director or executive officer of the
Company.
----------------------------------------------------------------------------
IF THE TRUST IS A REVOCABLE GRANTOR TRUST, EACH GRANTOR MUST PHOTOCOPY AND
COMPLETE SECTION II BELOW.
----------------------------------------------------------------------------
II. FOR REVOCABLE GRANTOR TRUST ONLY: PLEASE CHECK ANY OF STATEMENTS 1-6 BELOW
THAT APPLY TO THE GRANTOR
/ / 8.17.5 I have an individual net worth or joint net worth with my
spouse in excess $1,000,000.
/ / 8.17.6 I have had an individual income in excess of $200,000 in
each of the two most recent years, and I reasonably expect
an individual income in excess of $200,000 for the current
year.
/ / 8.17.7 My spouse and I have had a joint income in excess of
$300,000 in each of the two most recent years, and I
reasonably expect a joint income in excess of $300,000 for
the current year.
----------------------------
* For purposes of this Questionnaire, the term "net worth" means the excess
of total liabilities. In determining "income," an investor should add to
his or her adjusted gross income any amounts attributable to tax-exempt
income received, losses claims as a limited partner in any limited
partnership, deductions claimed for depletion, contributions to ▇▇▇ or
▇▇▇▇▇ retirement plan, alimony payments and any amount by which income from
long-term capital gains has been reduced in arriving at adjusted gross
income.
F-4-2
/ / 8.17.8 I am a Massachusetts resident, and my investment in the
Securities does not exceed 25% of my net worth or, if I am
married, 25% of the combined net worth of my spouse and me,
excluding principal residence and home furnishings.
/ / 8.17.9 I am a resident of Alabama or Wisconsin and, either alone or
with my representative, I have such knowledge and experience
in financial and business matters that I am capable of
evaluating the merits and risks of this investment.
/ / 8.17.10 I am a director or executive officer of the Company.
------------------------------
Name of Grantor(s)
------------------------------
Signature of Grantor(s)
III. OTHER CERTIFICATIONS.
By signing the Signature Page, the undersigned certifies as follows:
(a) that the Trust's purchase of Securities will be solely for the
Trust's own account and not for the account of any other person;
(b) that the Trust's purchase of the Securities is within the investment
powers and authority of the Trust (as set forth in the declaration of
trust or other governing instrument) and that all necessary consents,
approvals and authorizations for such purchase have been obtained and
that each person who signs the Signature Page has all requisite power
and authority as trustee to execute this Questionnaire on behalf of
the Trust;
(c) that the Trust has not been established in connection with either
(i) an employee benefit plan (as defined in Section 3(3) of
ERISA), whether or not subject to the provisions of Title I of
ERISA, or (ii) a plan described in Section 4975(e) (i) of the
Internal Revenue Code; and
(d) that the Trust's name, address, place of formation and taxpayer
identification number, as set forth in this Questionnaire, are true,
correct and complete.
F-4-3
IV. GENERAL INFORMATION.
(a) PROSPECTIVE PURCHASER (THE TRUST):
Name:
---------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Address for Correspondence (if different):
--------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Telephone Number:
---------------------------------------------------------------
(Area Code) (Number)
State in which Formed:
----------------------------------------------------------
Date of Formation:
--------------------------------------------------------------
Taxpayer Identification Number:
-------------------------------------------------
(b) TRUSTEE(S) WHO ARE EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
TRUST.
Name(s) of Trustee(s):
----------------------------------------------------------
If Grantor Trust, Name(s) of Grantor(s):
----------------------------------------
(c) IF SECTION III HAS BEEN COMPLETED, NAMES OF INDIVIDUAL GRANTORS WHOSE
SIGNATURES MUST APPEAR ON PAGE D-3.
Name(s) of Grantors:
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
--------------------------------------------------------------------------------
THE TRUST SHOULD ATTACH A COPY OF THE TRUST AGREEMENT, DECLARATION OF TRUST OR
OTHER GOVERNING INSTRUMENT, AS AMENDED, AS WELL AS ALL OTHER DOCUMENTS THAT
AUTHORIZE THE TRUST TO INVEST IN SECURITIES. ALL DOCUMENTATION MUST BE COMPLETE
AND CORRECT.
--------------------------------------------------------------------------------
F-4-4
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
TRUST SIGNATURE PAGE
Your signature on this Trust Signature Page evidences the agreement by the
Trustee, on behalf of the Trust, to be bound by the Questionnaire.
1. The undersigned Trust represents that (a) the undersigned has read and
understands the Private Placement Memorandum of Apartment Investment and
Management Company relating to the Securities, (b) the information contained in
this Questionnaire is complete and accurate and (c) the Trust will notify
Apartment Investment and Management Company immediately if any material change
in any of this information occurs before the Trust acquires Securities and will
promptly send written confirmation of such change.
2. The undersigned Trust hereby represents and warrants that the person
signing this Questionnaire on behalf of the Trust is duly authorized to acquire
the Securities and to execute this Questionnaire on behalf of the Trust and,
further, that the undersigned Trust has all requisite authority to purchase such
Securities.
------------------------------
Date
Please Type or Print the Exact
Legal Title of Trust as follows:
Trustee's name, as trustee for Title of Trust
[Name of Grantor] under Agreement ------------------------------
[or Declaration] of Trust dated
[Date of Trust Formation] Name of
Trustee:
----------------------
(Please Type or Print)
By:
---------------------------
(Signature of Trustee)
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT OR AN OPINION OF COUNSEL, CONCURRED IN BY COUNSEL TO THE COMPANY, HAS
BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF SUCH SECURITIES IS NOT
REQUIRED.
F-4-5
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
RETIREMENT PLAN QUESTIONNAIRE
To: Apartment Investment and Management Company
The information contained in this Questionnaire is being furnished in order
to determine whether the undersigned meets the suitability standards for an
investment in units of limited partnership (the "Securities") of AIMCO
Properties, L.P., a Delaware limited partnership (the "Company").
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned Retirement Plan understands, however, that the
Company may present this Questionnaire to such parties as it deems appropriate
if called upon to establish that the proposed offer and sale of the Securities
is exempt from registration under the Securities Act of 1933, as amended, or
meets the requirements of applicable state securities or "blue sky" laws.
Further, the undersigned Retirement Plan understands that the Company may be
required to report the offering in public filings with the Securities and
Exchange Commission and to various state securities or "blue sky" regulators.
IN ADDITION TO SIGNING THE SIGNATURE PAGE, THE UNDERSIGNED RETIREMENT PLAN
MUST COMPLETE A FORM W-9.
I. PLEASE CHECK ANY OF THE FOLLOWING STATEMENTS, AS APPLICABLE:
/ /1. The undersigned Retirement Plan certifies that it is a ▇▇▇▇▇ plan
or Individual Retirement Account in which each participant
satisfies at least one of the following conditions:
(a) such person's individual net worth or joint net worth with
his or her spouse is in excess of $1,000,000; or
----------------------
* For purposes of this Questionnaire, the term "net worth" means the excess
of total assets over total liabilities. In determining "income," an
investor should add to his or her adjusted gross income any amounts
attributable to tax-exempt income received, losses claimed as a limited
partner in any limited partnership, deductions claimed for depletion,
contributions to ▇▇▇ or ▇▇▇▇▇ retirement plan, alimony payments and any
amount by which income from long-term capital gains has been reduced in
arriving at adjusted gross income.
F-5-1
(b) such person has an individual income* in excess of
$200,000 in each of the two most recent years, and
reasonably expects an individual income in excess of
$200,000 in the current year; or
(c) such person, together with his or her spouse, had a joint
income in excess of $300,000 in each of the two most
recent years, and reasonably expects a joint income in
excess of $300,000 in the current year.
2. The undersigned Retirement Plan certifies that it is an employee
benefit plan within the meaning of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and:
/ / (a) The undersigned Retirement Plan is self-directed, and each such
person directing his account and for whom the investment is being
made satisfies at least one of the following conditions:
(i) such person's individual net worth or joint net worth with
his or her spouse exceeds $1,000,000; or
(ii) such person had an individual income in excess of $200,000
in each of the two most recent years, and reasonably
expects an individual income in excess of $200,000 in the
current year; or
(iii) such person, together with his or her spouse, had a joint
income in excess of $300,000 in each of the two most
recent years, and reasonably expects a joint income in
excess of $300,000 in the current year.
(iv) such person is a director or executive officer of the
Company.
/ / (b) The undersigned Retirement Plan has total assets in excess of
$5,000,000; or
/ / (c) The investment decisions are made by a plan fiduciary, as defined
in Section 3(21) of ERISA, that is either a bank, savings and
loan association, insurance company or registered investment
advisor.
--------------------------------------------------------------------------------
IF YOU CHECKED STATEMENT 1 OR STATEMENT 2(a) IN SECTION I ABOVE, EACH RETIREMENT
PLAN PARTICIPANT FOR WHOSE ACCOUNT THE INVESTMENT IS BEING MADE MUST PHOTOCOPY
AND COMPLETE SECTION II BELOW.
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F-5-2
II. IF YOU CHECKED STATEMENT 1 OR STATEMENT 2(a) IN SECTION I ABOVE, EACH
RETIREMENT PLAN PARTICIPANT FOR WHOSE ACCOUNT THE INVESTMENT IS BEING
MADE MUST CHECK ANY OF THE STATEMENTS 1-6 BELOW THAT APPLIES TO SUCH
PARTICIPANT.
/ / 1. I have an individual net worth or joint net worth with my spouse
in excess of $ 1,000,000.
/ / 2. I have had an individual income in excess of $200,000 in each of
the two most recent years, and I reasonably expect an individual
income in excess of $200,000 for the current year. NOTE: IF YOU
ARE BUYING JOINTLY WITH YOUR SPOUSE, YOU MUST EACH HAVE AN
INDIVIDUAL INCOME IN EXCESS OF $200,000 IN EACH OF THESE YEARS IN
ORDER TO CHECK THIS BOX.
/ / 3. My spouse and I have had a joint income in excess of $300,000 in
each of the two most recent years, and I reasonably expect a
joint income in excess of $300,000 for the current year.
/ / 4. I am a Massachusetts resident, and my investment in the
Securities does not exceed 25% of my net worth or, if I am
married, 25% of the combined net worth of my spouse and me,
excluding principal residence and home furnishings.
/ / 5. I am a resident of Alabama or Wisconsin and, either alone or with
my representative, I have such knowledge and experience in
financial and business matters that I am capable of evaluating
the merits and risks of this investment.
/ / 6. I am a director or executive officer of the Company.
-----------------------------------
Print Name of Participant
-----------------------------------
Signature of Participant
F-5-3
III. OTHER CERTIFICATIONS.
By signing the Signature Page, the undersigned Retirement Plan certifies as
follows:
(a) that the Retirement Plan's purchase of Securities will be solely for
the Retirement Plan's own account and not for the account of any other
person or entity;
(b) that the Retirement Plan's governing documents duly authorize the type
of investment contemplated herein, and the undersigned is authorized and
empowered to make such investment on behalf of the Retirement Plan; and
(c) that the Retirement Plan's name, address, place of formation and
taxpayer identification number as set forth in this Questionnaire are true,
correct and complete.
IV. GENERAL INFORMATION.
(a) PROSPECTIVE PURCHASER (THE RETIREMENT PLAN):
Name:
-------------------------------------------------------------------------
Address:
----------------------------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Address for Correspondence (if different):
--------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Telephone Number:
-------------------------------------------------------------
(Area Code) (Number)
State in which Formed:
--------------------------------------------------------
Date of Formation:
------------------------------------------------------------
Taxpayer Identification Number:
-----------------------------------------------
F-5-4
(b) THE INDIVIDUAL WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
RETIREMENT PLAN (TRUSTEE FOR AN EMPLOYEE BENEFIT PLAN; CUSTODIAN FOR
AN ▇▇▇ OR ▇▇▇▇▇):
Name:
-------------------------------------------------------------------------
Position or Title:
--------------------------------------------------------------
(c) IF SECTION II HAS BEEN COMPLETED, NAMES OF PARTICIPANTS WHOSE
SIGNATURES MUST APPEAR ON PAGE E-4.
Name(s) of Participants:
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------------------------------------
THE RETIREMENT PLAN SHOULD TO ATTACH COPIES OF ALL DOCUMENTS GOVERNING THE PLAN,
AS WELL AS ALL OTHER DOCUMENTS AUTHORIZING THE RETIREMENT PLAN TO INVEST IN THE
SECURITIES. INCLUDE, AS NECESSARY, THE TRUST AGREEMENT AND DOCUMENTS DEFINING
PERMITTED INVESTMENTS BY THE RETIREMENT PLAN AND DEMONSTRATING AUTHORITY OF THE
SIGNING INDIVIDUAL TO ACT ON BEHALF OF THE PLAN. ALL DOCUMENTATION MUST BE
COMPLETE AND CORRECT.
--------------------------------------------------------------------------------
F-5-5
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
RETIREMENT PLAN SIGNATURE PAGE
Your signature on this Retirement Plan Signature Page evidences the
agreement by the Retirement Plan to be bound by the Questionnaire.
1. The undersigned Retirement Plan hereby represents that (a) the
undersigned has read and understands the Private Placement Memorandum of
Apartment Investment and Management Company relating to Securities, (b) the
information contained in this Questionnaire is complete and accurate and (c) the
Retirement Plan will notify Apartment Investment and Management Company
immediately if any material change in any of this information occurs before the
undersigned Retirement Plan acquires Securities and will promptly send written
confirmation of such change
2. The undersigned hereby represents and warrants that the person signing
this Questionnaire on behalf of the Retirement Plan is duly authorized to
acquire the Securities and execute this Questionnaire on behalf of the
Retirement Plan and, further, that the undersigned Retirement Plan has all
requisite authority to purchase Securities and execute this Questionnaire.
-------------------------------
Date
-------------------------------
Name of Retirement Plan
(Please Type or Print)
By:
----------------------------
(Signature)
Name:
--------------------------
(Please Type or Print)
Title:
-------------------------
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT OR AN OPINION OF COUNSEL, CONCURRED IN BY COUNSEL TO THE COMPANY, HAS
BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF SUCH SECURITIES IS NOT
REQUIRED.
F-5-6
EXHIBIT "G"
ACKNOWLEDGEMENT AND ACCEPTANCE
OF ADMISSION OF LIMITED PARTNER
Acknowledgement AND ACCEPTANCE OF ADMISSION OF LIMITED PARTNER, dated as of
, 1997 (this "ACKNOWLEDGEMENT"), by and between AIMCO-GP, Inc.,
a Delaware corporation ("AIMCO-GP"), and First Alexandria Associates Limited
Partnership, a Virginia limited partnership (the "ADMITTED"). Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed thereto
in that certain Second Amended and Restated Agreement of Limited Partnership of
AIMCO PROPERTIES, L.P., dated as of July 29, 1994 (as amended, the "PARTNERSHIP
AGREEMENT").
WHEREAS, AIMCO-GP is the general partner of AIMCO PROPERTIES, L.P., a
Delaware limited partnership (the "PARTNERSHIP" or "AIMCO OP"), under the
Partnership Agreement;
WHEREAS, the Admitted has contributed to the Partnership certain assets in
exchange for Partnership Common Units; and
WHEREAS, AIMCO-GP desires to evidence the admission of the Admitted as an
Additional Limited Partner in the Partnership, and the Admitted desires to
evidence acceptance of such admission to the Partnership.
NOW, THEREFORE, in consideration of the foregoing and the covenants of the
parties set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, subject to the terms
and conditions set forth herein, the parties hereby agree as follows:
1. EXHIBIT "A" to the Partnership Agreement is hereby amended and
supplemented by the addition of the line items set forth in EXHIBIT "A" attached
to this Acknowledgement.
2. In accordance with Sections 4.2A and 12.2.A of the Partnership
Agreement, AIMCO-GP hereby admits the Admitted as an Additional Limited Partner
of the Partnership with the interests in the Partnership set forth in EXHIBIT
"A" to this Acknowledgement.
3. AIMCO-GP hereby certifies that a true and correct copy of the
Partnership Agreement is annexed hereto as EXHIBIT "B" and is made a part
hereof.
G-1
4. This Acknowledgement shall be binding upon the parties hereto and
their respective successors, assigns, heirs and legal representatives and may be
relied upon by them and by other third parties.
5. By its signature below, the Admitted hereby accepts admission to the
Partnership as an Additional Limited Partner and agrees to be bound by all of
the provisions of the Partnership Agreement, which are incorporated herein by
this reference, including, without limitation, the power of attorney set forth
in Section 2.4 of the Partnership Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Acknowledgement
and the attachment counterpart signature page to the Partnership Agreement
effective as of the date first written above.
AIMCO-GP:
AIMCO-GP, INC.,
a Delaware corporation
By:
-----------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
Vice President
THE ADMITTED:
FIRST ALEXANDRIA ASSOCIATES
LIMITED PARTNERSHIP,
a Virginia limited partnership
By: THE NATIONAL HOUSING
PARTNERSHIP,
a District of Columbia limited partnership
Its: General Partner
By: NATIONAL CORPORATION
FOR HOUSING PARTNERSHIPS,
a District of Columbia corporation
Its: General Partner
By:
-----------------------------------
▇▇▇ ▇▇▇▇▇▇
Executive Vice President
Finance and Administration
G-2
EXHIBIT "A"
PARTNERS, CONTRIBUTIONS AND PARTNERSHIP INTERESTS
--------------------------------------------------------------------------------
NAME AND ADDRESS OF NET AGREED PARTNERSHIP
ADDITIONAL LIMITED PARTNER VALUE OF COMMON
CONTRIBUTED UNITS
PROPERTY
--------------------------------------------------------------------------------
First Alexandria Associates
Limited Partnership
Address:
-------
c/o The National Housing Partnership
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: General Counsel
--------------------------------------------------------------------------------
G-3
EXHIBIT "B"
THE PARTNERSHIP AGREEMENT
G-4