EXHIBIT (2)
PURCHASE AND SALE AGREEMENT
DATED AS OF
MAY 1, 1999
BETWEEN
N' TANDEM TRUST
AND
WINDSOR PARK PROPERTIES 4,
a California Limited Partnership
EXHIBIT (2)
PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement dated May 1, 1999 between N' Tandem Trust, an
unincorporated California business trust (the "Buyer"), and Windsor Park
Properties 4, a California limited partnership (the "Seller"), relating to the
purchase by the Buyer from the Seller of certain real property, and ownership
interests in real property, as more particularly described herein. Buyer and
Seller hereby agree as follows:
ARTICLE I
PURCHASE OF PROPERTY AND OWNERSHIP INTERESTS
1.1 Purchase of Property and Ownership Interests. At the Closing described
in Paragraph 2.1, the Buyer will purchase the property (the "Property") and
ownership interests in properties ("Ownership Interests") described in Exhibit A
hereto, and the Seller shall transfer the Property and Ownership Interests to
the Buyer free and clear of all liens (the "Sales").
1.2 Purchase Price. The aggregate purchase price for the Property and
Ownership Interests is $11,871,750 subject to the following adjustments: to the
extent that the Property, or any property underlying any Ownership Interest
(each, an "Underlying Property"), fails to be free and clear of all mortgage
indebtedness and/or other liens, Buyer shall receive at the Closing a credit
against the Purchase Price (i) in the case of mortgage indebtedness and/or other
liens encumbering the Property as of the closing date, in an amount equal to
such mortgage indebtedness and/or other liens, and (ii) in the case of mortgage
indebtedness and/or other liens encumbering any Underlying Property as of the
closing date, an amount equal to such mortgage indebtedness and/or other liens
times the percentage ownership of such Underlying Property allocable or
attributable to the Ownership Interest, as set forth in Exhibit A.
ARTICLE II
THE CLOSING
2.1 Time and Place of Closing. The closing (the "Closing") of the purchase
of the Property and Ownership Interests will take place at the offices of ▇▇▇▇▇▇
& ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, at 1:00 P.M. New York City time,
on the day (the "Closing Date") which is the 15th day following the approval of
the sale of the Property and Ownership Interests by holders of a majority of
units of limited partnership interest of Seller, or such other date as may be
agreed to by Buyer and Seller.
2.2 Seller's Actions at Closing. At the Closing, the Seller shall deliver
to Buyer (i) a deeds of conveyance in proper form for recording relating to the
Property and the Big Country Estates and Harmony Ranch Ownership Interests, (ii)
an Assignment Agreement, in form and substance satisfactory to Buyer, assigning
to Buyer all of Seller's right, title and Interest in and to the Ownership
Interests, and (iii) such other documents and instruments, and take such other
action, as may be necessary or desirable to effect the transfer of the Property
and the Ownership Interests to Buyer, in accordance with this Agreement.
2.3 Buyer's Actions at Closing. At the Closing, the Buyer will deliver to
the Seller the following:
(a) A certified or bank cashier's check, or evidence of a wire transfer of
immediately available funds to an account specified by the Seller at least 24
hours before the Closing, in an amount equal to the Purchase Price.
2.4 Closing Costs, with respect to the Sunset Vista Property, and the Big
Country Estates and Harmony Ranch Ownership Interests, Seller shall pay at the
Closing such closing costs as are customarily paid by Sellers of real property
in Colorado. Buyer shall be responsible for all other closing costs relating to
the transfer of the Property and Ownership Interests payable at the Closing.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 Buyer's Representations and Warranties. The Buyer represents and
warrants to the Seller as follows:
(a) The Buyer is a an unincorporated California business duly formed and
validly existing under the laws of the State of California.
(b) The Buyer has all trust power and authority necessary to enable it to
enter into this Agreement and carry out the transactions contemplated by this
Agreement. All trust actions necessary to authorize the Buyer to enter into this
Agreement and carry out the transactions contemplated by it have been taken.
This Agreement has been duly executed by the Buyer and is a valid and binding
agreement of the Buyer, enforceable against the Buyer in accordance with its
terms.
2
ARTICLE IV
ACTIONS PRIOR TO THE CLOSING
4.1 Activities Until Closing Date. From the date of this Agreement to the
Closing Date, the Seller will, except with the written consent of the Buyer:
(a) Operate its businesses in the ordinary course and in a manner
consistent with the manner in which they are being operated at the date of this
Agreement.
4.2 Seller's Efforts to Fulfill Conditions. The Seller will use its best
efforts to cause all the conditions set forth in Paragraph 5.1 to be fulfilled
prior to or at the Closing.
4.3 Buyer's Efforts to Fulfill Conditions. The Buyer will use its best
efforts to cause all the conditions contained in Paragraph 5.1 to be fulfilled
prior to or at the Closing.
ARTICLE V
CONDITIONS PRECEDENT TO CLOSING
5.1 Conditions to Buyer's Obligations. The obligations of the Buyer at the
Closing are subject to satisfaction of the following conditions:
(a) the holders of not less than a majority of the issued and outstanding
units of limited partnership interest of the Seller shall have approved the
Sales.
ARTICLE VI
TERMINATION
6.1 Right to Terminate. This Agreement may be terminated at any time prior
to the Closing:
(a) By mutual consent of the Buyer and the Seller.
(b) By either the Buyer or the Seller if, without fault of the terminating
party, the Closing does not occur on or before September 30, 1999.
(c) By the Buyer or the Seller if the condition in Paragraph 5.1 is not
satisfied on or before the Closing Date.
6.2 Effect of Termination. If this Agreement is terminated pursuant to
Paragraph 6.1, after this Agreement is terminated, neither party will have any
further rights or obligations under this
3
Agreement. Nothing contained in this Paragraph will, however, relieve either
party of liability for any breach of this Agreement which occurs before this
Agreement is terminated.
ARTICLE VII
GENERAL
7.1 Expenses. Except as otherwise provided herein, the Buyer and the Seller
will each pay its own expenses in connection with the transactions which are the
subject of this Agreement, including legal fees.
7.2 Entire Agreement. This Agreement and the documents to be delivered in
accordance with this Agreement contain the entire agreement between the Buyer
and the Seller relating to the transactions which are the subject of this
Agreement. There are no representations, warranties, understandings or
agreements concerning the transactions which are the subject of this Agreement
other than those expressly set forth in this Agreement.
7.3 Captions. The captions of the articles and paragraphs of this Agreement
are for reference only, and do not affect the meaning or interpretation of this
Agreement.
7.4 Assignments. Neither this Agreement nor any right of any party under it
may be assigned.
7.5 Notices and Other Communications. Any notice or other communication
under this Agreement must be in writing and will be deemed given when delivered
in person or sent by facsimile (with proof of receipt at the number to which it
is required to be sent), or on the third business day after the day on which
mailed by first class mail from within the United States of America, to the
following addresses (or such other address as may be specified after the date of
this Agreement by the party to which the notice or communication is sent):
If to the Seller:
Windsor Park Properties 4
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to the Buyer:
N' Tandem Trust
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
with a copy to:
▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
7.6 Governing Law. This Agreement will be governed by, and construed under,
the substantive laws of the State of New York.
7.7 Amendments. This Agreement may be amended only by a document in writing
signed by both the Buyer and the Seller.
7.8 Counterparts. This Agreement may be executed in two or more
counterparts, some of which may be signed by fewer than all the parties or may
contain facsimile copies of pages signed by some of the parties. Each of those
counterparts some of which may contain the signatures of fewer than all the
parties or may contain facsimile copies of pages signed by some of the parties.
Each of those counterparts will be deemed to be an original, but all of them
together will constitute one and the same agreement.
5
IN WITNESS WHEREOF, the Buyer and the Seller have executed this
Agreement, intending to be legally bound by it, on the day shown on the first
page of this Agreement.
SELLER:
WINDSOR PARK PROPERTIES 4,
a California Limited Partnership
By: The Windsor Corporation,
------------------------------
General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
BUYER:
N' TANDEM TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Trustee
6
EXHIBIT A
Debt Estimated Net
Purchase Price of Attributable Purchase Price
Property or to Property or of
Nature of Ownership Interest Ownership Property or
Ownership Based on Appraised Interest Ownership
Name of Property Ownership % Interest Value as of 12/31/98 Interest
---------------- ----------- -------- ----- -------------- --------
Sunset Vista 100% Fee Simple $ 3,800,000 $ 0 $ 3,800,000
Magna, UT
Big Country Estates 60% Deed and Joint $ 1,620,000 $ 0 $ 1,620,000
Cheyenne, WY Venture
Harmony Ranch 75% Deed and Joint $ 1,762,500 $ 900,000 $ 862,500
Thonotosassa, FL Venture
Rancho Margate 33% Partnership $ 2,112,000 $ 1,209,000 $ 903,000
Margate, FL Interest
Winter Haven 33% Partnership $ 1,221,000 $ 531,400 $ 689,600
Winter Haven, FL Interest
Apache East 25% Partnership $ 495,000 $ 274,600 $ 220,400
Phoenix, AZ Interest
Denali Park 25% Partnership $ 861,250 $ 477,800 $ 383,450
Phoenix, AZ Interest ----------- ----------- -----------
Total $11,871,750 $ 3,392,800 $ 8,478,950
=========== =========== ===========
7
TABLE OF CONTENTS
Page
----
ARTICLE I PURCHASE OF PROPERTY AND OWNERSHIP INTERESTS ..................... 1
1.1 Purchase of Property and Ownership Interests .................. 1
1.2 Purchase Price ................................................ 1
ARTICLE II THE CLOSING ..................................................... 1
2.1 Time and Place of Closing ..................................... 1
2.2 Seller's Actions at Closing ................................... 2
2.3 Buyer's Actions at Closing .................................... 2
2.4 Closing Costs ................................................. 2
ARTICLE III REPRESENTATIONS AND WARRANTIES ................................. 2
3.1 Buyer's Representations and Warranties ........................ 2
ARTICLE IV ACTIONS PRIOR TO THE CLOSING .................................... 3
4.1 Activities Until Closing Date ................................. 3
4.2 Seller's Efforts to Fulfill Conditions ........................ 3
4.3 Buyer's Efforts to Fulfill Conditions ......................... 3
ARTICLE V CONDITIONS PRECEDENT TO CLOSING .................................. 3
5.1 Conditions to Buyer's Obligations ............................. 3
ARTICLE VI TERMINATION ..................................................... 3
6.1 Right to Terminate ............................................ 3
6.2 Effect of Termination ......................................... 3
ARTICLE VII GENERAL ........................................................ 4
7.1 Expenses ...................................................... 4
7.2 Entire Agreement .............................................. 4
7.3 Captions ...................................................... 4
7.4 Assignments ................................................... 4
7.5 Notices and Other Communications .............................. 4
7.6 Governing Law ................................................. 5
7.7 Amendments .................................................... 5
7.8 Counterparts .................................................. 5
-i-
