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CONTRIBUTION AGREEMENT
Dated as of _________, 1996,
Among
CHATEAU PROPERTIES, INC.,
ROC COMMUNITIES, INC.
And
CP LIMITED PARTNERSHIP
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TABLE OF CONTENTS
Page
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1. Contributor Contribution of Assets; Assumption of Liabilities ........ 2
2. Merger of ROCF into Financing Partnership ............................ 2
3. Transaction Costs .................................................... 3
4. Closing; Closing Documents and Related Matters ....................... 3
5. Representations and Warranties of Contributor ........................ 5
6. Representations and Warranties of RAC ................................ 5
7. Indemnification for Breach of Representations ........................ 5
8. Number of OP Units ................................................... 6
9. Authorized Signatories ............................................... 6
10. Partial Invalidity ................................................... 6
11. Miscellaneous ........................................................ 6
Schedules
1 Properties
2 Management Properties
CONTRIBUTION AGREEMENT
This Contribution Agreement (this "Agreement") made as of the _____
day of ______ 1996, by and between CHATEAU PROPERTIES, INC., a Maryland
corporation (the "Company"), ROC COMMUNITIES, INC., a Maryland corporation (the
"Contributor"), REDWOOD ACQUISITION CORP., a Maryland corporation ("RAC") and CP
LIMITED PARTNERSHIP, a Maryland limited partnership (the "Partnership").
RECITALS
(a) Contributor (i) owns or holds a ground lessee interest in those
manufactured home communities listed in Part A of Schedule 1 hereto (such
communities, together with the improvements thereon, that are owned or ground
leased by Contributor being referred to herein as the "Contributor Properties"),
(ii) is the sole stockholder of RAC, which owns the manufactured home
communities listed in Part B of Schedule 1 hereto (the "RAC Properties"), (iii)
is the sole stockholder of ROCF, Inc., a Maryland corporation ("ROCF"), which
owns or holds a ground lessee interest in those manufactured home communities
listed in Part C of Schedule 1 hereto (such communities, together with the
improvements thereon, that are owned or ground leased by ROCF being referred to
herein as the "ROCF Properties" and, together with the Contributor Properties
and the RAC Properties, the "Properties"), (iv) holds certain other assets, such
as leasehold interests, leases, furniture, fixtures and equipment, related to
its business (the "Other Assets") and (v) provides property management services
in respect of the properties listed in Schedule 2 attached hereto (the
"Management Properties") pursuant to certain property management agreements (the
"Management Agreements").
(b) The Company is the sole general partner of the Partnership.
(c) Contributor, the Company and a merger subsidiary of the Company
have entered into an Amended and Restated Agreement and Plan of Merger dated as
of September 17, 1996 (the "Merger Agreement").
(d) At the Effective Time of the Merger, Contributor shall merge
with a merger subsidiary of the Company with Contributor being the surviving
corporation in such merger, and each issued and outstanding share of capital
stock of Contributor will be converted into the right to receive certain shares
of common stock of the Company.
(e) Section 5.15 of the Merger Agreement requires that, immediately
following the Effective Time of the Merger, Contributor will contribute the
Contributor Properties, the Other Assets and the Management Agreements to the
Partnership and take actions related to ROCF, on the terms and subject to the
conditions set forth herein.
(f) Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned thereto in the Merger Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:
1. Contributor Contribution of Assets; Assumption of Liabilities. On the
terms and subject to the conditions set forth herein, immediately following the
Effective Time, the Company shall cause Contributor to contribute to the capital
of the Partnership the Contributor Properties, the Other Assets and the
Management Agreements and shall cause RAC to contribute the RAC Properties to
the Partnership. In exchange for such contributions, Contributor shall receive a
general partner interest in the Partnership which shall be expressed as a number
of OP Units (as defined in the Partnership Agreement of the Partnership) ("OP
Units"), which shall be determined in accordance with Section 8, and Contributor
shall be admitted as a co-general partner of the Partnership as contemplated by
the Operating Partnership Agreement Amendment to be executed at the Effective
Time and which shall be effective immediately thereafter. In addition, the
Partnership shall assume and agree to pay when due all liabilities and
obligations of Contributor and RAC (the "Assumed Liabilities"), including,
without limitation: (i) all liabilities and obligations under any mortgage or
other indebtedness; (ii) all liabilities and obligations for ground lease
rentals; (iii) all accrued expenses and all accrued real property taxes and
assessments; (iv) all liabilities and obligations under any and all contracts,
including the Management Agreements (the "Contracts"), to which Contributor is a
party or licenses and permits to which Contributor is subject; (v) any and all
leases of real property or equipment (the "Leases"); (vi) all transfer taxes and
prepayment penalties, if any, due on the contribution contemplated hereby; and
(vii) all other liabilities of Contributor whether contingent or otherwise.
2. Merger of ROCF into Financing Partnership. On the terms and subject to
the conditions set forth herein, the Company shall cause Contributor to cause
ROCF to merge with and into a newly organized financing partnership (the
"Financing Partnership"), with the Financing Partnership surviving such merger
(the "Financing Partnership Merger"). The Financing Partnership will have a
newly organized, wholly owned bankruptcy-remote subsidiary of the Company or
Contributor as its sole general partner (the "Financing Partnership General
Partner"), which shall hold a 1.0% general partner interest in the Financing
Partnership, and the Partnership as its sole limited partner, which shall hold a
99% limited partner interest in the Financing Partnership. In exchange for
causing the Financing Partnership Merger to occur, Contributor shall receive an
additional general partner interest in the Partnership which shall be expressed
as a number of OP Units which shall be determined in accordance with Section 8.
3. Transaction Costs. Except as otherwise specifically set forth herein,
all costs and expenses with respect to the transaction contemplated hereby shall
be borne by the Partnership.
2
4. Closing; Closing Documents and Related Matters. The transaction
contemplated by this Agreement shall be consummated immediately following the
Effective Time of the Merger (the "Closing"). At the Closing, the Company shall
deliver or cause to be done each of the following:
4.1 The Company shall cause Contributor or RAC (as applicable) to
execute and deliver to the Partnership a general warranty deed with
regard to each of the Contributor Properties and RAC Properties in
form satisfactory to the Partnership conveying to the Partnership
good and insurable fee tide to the contributor Properties and the
RAC Properties (the "Deed"), with respect to each Property owned in
fee by Contributor or RAC, and a general warranty assignment and
assumption of ground lease (with estoppels from ground lessors), in
form satisfactory to the Partnership, conveying to the Partnership
good and insurable leasehold tide to the Property (the "Assignment")
with respect to each Contributor Property ground leased by
Contributor.
4.2 The Company shall cause Contributor or RAC (as applicable) to
execute and deliver to the Partnership a Xxxx of Sale conveying to
the Partnership all personal property of Contributor and RAC.
4.3 The Company shall cause Contributor or RAC (as applicable) to
execute and deliver to the Partnership and shall cause the
Partnership to execute and deliver to the Company, Contributor or
RAC (as applicable) an Assignment and Assumption of the Leases,
Contracts, Intangible Property and Other Assets.
4.4 The Company shall cause Contributor or RAC (as applicable) to
execute and deliver to the Partnership and shall cause the
Partnership to execute and deliver to the Company, Contributor or
RAC (as applicable) an Assumption Agreement relating to the Assumed
Liabilities.
4.5 The Company shall cause Contributor or RAC (as applicable) to
execute and deliver to the Partnership a FIRPTA Certificate.
4.6 The Company shall cause Contributor or RAC (as applicable) to
transfer to a Partnership bank account designated by the Company all
cash held by Contributor and RAC.
4.7 The Company shall cause Contributor or RAC (as applicable) to
execute and deliver to the Partnership state, county and local
transfer tax returns.
4.8 The Company shall cause Contributor or RAC (as applicable) to assign
and deliver to the Partnership all tide insurance policies
(including the right to receive the proceeds thereunder) currently
held by Contributor with respect to the Contributor Properties and
the RAC Properties (the "Title Policies").
3
4.9 The Company shall cause Contributor or RAC (as applicable) to
deliver to the Partnership possession of the Contributor Properties
and RAC Properties, subject to the rights of tenants under the
Leases.
4.10 All documents required to effect the organization of the Financing
Partnership and the Financing Partnership General Partner, and the
Financing Partnership Merger, shall be executed, delivered and
filed.
4.11 An executed amendment to the Partnership Agreement of the
Partnership evidencing the admission of Contributor as a co-general
partner and the issuance to Contributor of the OP Units as provided
herein shall be executed and delivered by the requisite parties.
4.12 Such other documents or instruments as may be reasonably necessary
or appropriate for the completion of the transactions contemplated
herein.
5. Representations and Warranties of Contributor. Contributor makes the
following representations and warranties to the Partnership:
5.1 Contributor is a corporation duly organized and validly existing
under the laws of the State of Maryland, and is duly qualified under
the laws of each State or Commonwealth in which any of the
Properties are located to transact business in such State or
Commonwealth, and has been duly authorized by all necessary and
appropriate action to enter into this Agreement and to consummate
the transaction contemplated herein.
5.2 Contributor hereby represents and warrants to the Partnership that
it now owns good and marketable title to or holds leasehold
interests in all of the Contributor Properties and will convey to
the Partnership all of the Contributor Properties free and clear of
all liens, encumbrances, mortgages, easements, and other matters
affecting title other than those matters listed in Schedule B to the
Title Policies and any mortgages discharged after the date such
policies were issued.
6. Representations and Warranties of RAC. RAC makes the following
representations and warranties to the Partnership:
6.1 RAC is a corporation duly organized and validly existing under the
laws of the State of Maryland, and is duly qualified under the laws
of each State or Commonwealth in which any of the RAC Properties are
located to transact business in such State or Commonwealth, and has
been duly authorized by all necessary and appropriate action to
enter into this Agreement and to consummate the transaction
contemplated herein.
6.2 RAC hereby represents and warrants to the Partnership that it now
owns all of the RAC Properties and will convey to the Partnership
all of the RAC Properties free and clear of all liens, encumbrances,
mortgages,
4
easements, and other matters affecting title other than those
matters listed in Schedule B to the Title Policies.
7. Indemnification for Breach of Representations. Contributor and RAC
shall indemnify, defend, and hold the Partnership harmless from and against any
and all losses, claims, liabilities, judgments and other matters, including but
not limited to, reasonable attorney's fees (the "Losses") arising out of or
incurred in connection with a breach of any representation, warranty or covenant
of Contributor or under Section 5 or 6 of this Agreement.
8. Number of OP Units. The aggregate number of OP Units to be issued to
Contributor, as provided in Section 1 and 2 hereof, shall be equal to the number
of shares of Common Stock, par value $.01 per share, of the Company issued to
the stockholders of ROC in the Merger, reduced by such number of OP Units, which
shall be determined in good faith by the Board of Directors of the Company
immediately following the Merger, having a fair market value equal to the value
of the 1.0% general partner interest in the Financing Partnership issued to the
subsidiary of the Company or Contributor as the case may be, as provided in
Section 2 hereof.
9. Authorized Signatories. The persons executing this Agreement for and on
behalf of the Partnership, Contributor, RAC and the Company each represent that
they have the requisite authority to bind the entities on whose behalf they are
signing.
10. Partial Invalidity. If any term, covenant or condition of this
Agreement is held to be invalid or unenforceable in any respect, such invalidity
or unenforceability shall not affect any other provision hereof, and this
Agreement shall be construed as if such invalid or unenforceable provision had
never been contained herein.
11. Miscellaneous.
11.1 This Agreement shall be interpreted and enforced according to the
laws of the State of Maryland without regard to the principles of
conflicts of law.
11.2 All headings and sections of this Agreement are inserted for
convenience only and do not form part of this Agreement or limit,
expand or otherwise alter the meaning of any provisions hereof.
11.3 This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original and all of which shall
constitute one and the same agreement.
11.4 The rights and obligations of the Company, Contributor, RAC and the
Partnership herein contained shall inure to the benefit of and be
binding upon the parties hereto and their respective personal
representatives, heirs, successors and assigns.
5
11.5 The provisions of this Agreement are intended to be for the sole
benefit of the parties hereto and their respective successors and
assigns, and none of the provisions of this Agreement are intended
to be, nor shall they be construed to be, for the benefit of any
third party.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day first written above.
COMPANY:
CHATEAU PROPERTIES, INC.
By:___________________________________
Name:
Title:
CONTRIBUTOR:
ROC COMMUNITIES, INC.
By:___________________________________
Name:
Title:
RAC:
REDWOOD ACQUISITION CORP.
By:___________________________________
Name:
Title:
PARTNERSHIP:
CP LIMITED PARTNERSHIP
By: Chateau Properties, Inc.,
its General Partner
By:___________________________________
Name:
Title:
6
Schedule 1
Properties
Part A - Contributor Properties
07/19/96
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PROPERTY
NAME CLOSEST CITY ST #SITES
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ROC COMMUNITIES - Unencumber Assets
1 100 Oaks Birmingham AL 000
0 Xxxxxxx Xxxxx Xxxx Xxxxxxx XX 186
3 Xxxxxx Creek Augusta GA 172
0 Xxxxxx Xxxxx Xxxxxxxx XX 269
0 Xxxxxxxxxx Xxxxxxx Xxxxxxx XX 325
6 Coach Royale Boise ID 93
7 Colonial Coach Atlanta GA 481
8 Colony Cove Sarasota FL 2,212
0 Xxxxxxxxxxx Xxxxxxx Xxxxxx Xxxxxx XX 344
00 Xxxxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxxxxxx XX 643
00 Xxxxxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxxx XX 310
12 Xxxxxxxxx San Jose CA 187
13 Foxhall Village Raleigh NC 315
00 Xxxxxxx Xxxxx Xxxxxxx XX 375
15 Friendly Village Denver CO 226
00 Xx Xxxxxx Xxxxx Xxxx Xxxxxxx XX 152
00 Xxxxxxxx Xxxxxxx Xxxxxxx XX 524
18 Leisure World Brownsville TX 179
00 Xxx Xxxxxxx Xxxxxx XX 235
00 Xxxxxxx Xxxxxx Xxxxxxxxxx XX 477
21 Pinecrest Shreveport LA 448
00 Xxxx Xxxxx Xxxxx Xxxxxx XX 760
00 Xxxxxxxxxx Xxxx Xxxxx Xxxxx XX 174
24 Redwood Estates Denver CO 752
25 Shenandoah Boise ID 147
26 Starlight Ranch Orlando FL 783
00 Xxx Xxxxxx Xxxx Xxxxxxx XX 220
28 The Orchard San Francisco CA 233
29 Trails End Brownsville TX 290
30 Yorktowne Cincinnati OH 354
31 Royal Estates Kalamazoo MI 154
32 Gold Tree Tampa FL 295
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Subtotal 12,656
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Part B - RAC Properties
1. Redwood Estates, CO
2. Pine Lakes Ranch, CO
Part C - ROCF Properties
07/19/96
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PROPERTY NAME CLOSEST CITY ST # SITES
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ROC - Encumbered Assets
0 Xxxxxxx Xxxxxxx Xxxxxxx XX 75
2 Breazeale Laramie WY 118
3 Casa Xxxxx Las Vegas NV 107
4 Casual Estates Syracuse NY 980
0 Xxxxxx Xxxxxx Xxxxxxx XX 111
0 Xxxxxxxxxxx Xxxxxxx Xxxxx Xxxxx XX 222
7 Crestview Stillwater OK 237
8 Eldorado Daytona Beach FL 126
9 Flamingo Village Richland WA 201
10 Hickory Xxxxx Indianapolis IN 325
11 Jade Isle Orlando FL 101
00 Xxxxx Xxxxxxx Salem OR 211
13 Lakewood Davenport IA 172
14 Land O'Lakes Orlando FL 177
00 Xxxxx Xxxxx Xxxxx XX 270
16 Mariwood Indianapolis IN 296
00 Xxxxxxxxxx Xxxxxxx Xxxxxxx XX 230
18 Meadowbrook Ithaca NY 254
00 Xxxxxx Xxxxxxx Xxxx Xxxxx XX 204
20 Mobet Moline IL 191
21 Mobiland Melbourne FL 214
00 Xxxxx'x Xxxxx Xxxxxxxxxx XX 000
00 Xxx Xxxxx Xxxxxx GA 173
00 Xxxxxxxx Xxxxxxx Xxxxxx GA 226
25 Pendleton Indianapolis IN 102
00 Xxxxxxxx Xxxxxxxx Xxxxxxxxxx XX 238
27 Riverview Portland WA 133
00 Xxxxxxx Xxxxx Xxxxxxxxxx XX 159
29 Science City Midland MI 170
30 Shadybrook Syracuse NY 89
31 Skyway Indianapolis IN 156
00 Xxxxxxxxx Xxxxxxx Xxxxxx XX 338
00 Xxxxxxxxx Xxxxxxxxxx XX 157
34 Terrace Heights Dubuque IA 315
35 Town & Country, FL Orlando FL 72
36 Twin Pines Goshen IN 200
37 Xxxxx Columbus OH 34
00 Xxxxxxxxxx Xxxxx Xxxxxxxxxx XX 397
39 Willo Arms Cleveland OH 262
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Subtotal 8,273
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71 OVERALL TOTAL 20,829
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Schedule 2
Management Properties
PARTNERSHIP PROPERTY CITY ST SITES
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MANUFACTURED HOME COMMUNITIES:
1. ROLLINGWOOD LTD. PINE RIDGE Alpharetta GA 195
2. ROC1 GOLDEN CITRUS MANOR McAllen TX 122
3. GOLDEN VALLEY Douglasville GA 131
4. MOBILE VILLAGE McAllen TX 100
5. ROC GP CORP. SIESTA ESTATES Amarillo TX 197
6. SOUTH OAKS LTD. SOUTH OAKS Palmetto GA 303
7. STONEGATE PARTNERS STONEGATE, TX Fort Worth TX 294
8. XXXX-MAR LTD. MARNELLE Fayetteville GA 207
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TOTAL 1,549
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PARTNERSHIP PROPERTY CITY ST SITES
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1 WPP 3 PONDAROSA Indianapolis IN 147
2 LITTLE EAGLE Indianapolis IN 96
3 THE PINES Xxxxxx SC 201
0 XXXXX XXXXX Xxxxxxxxx XX 250
5 TRAILMONT Nashville TN 131
6 WPP 4 SUNSET VISTA Magna UT 206
7 SUNRISE VILLAGE Cocoa FL 427
8 WPP 0 XXXXXXXX Xxxxxx Xxxxxxx XX 104
0 XXXXXXXXXX XXXXXXX Xxxxxx Xxxxxxx XX 137
10 WPP 6 CIRCLE K Las Vegas NV 59
00 XXXXXXXX XXXXX Xxxxxxx XX 250
00 XXX 0 XXXXX XXXX XXXXXXX Xxxxxxxxx IN 231
00 XXXXX & XXXXXX Xxxxxxxx XX 107
14 THE HILLS Richland WA 221
15 LUCERNE Winterhaven FL 140
00 XXXXXXX XXXX Xxxxxxxxx FL 143
17 WREIT 8 WESTSTAR Tuscon AZ 59
00 XX XXXXXXXX Xxxxxx XX 179
00 XXXXXXXXX Xxxxxxxxx Xxxx FL 117
20 WPP 3/4 BIG COUNTRY Cheyenne WY 258
21 HARMONY RANCH Thonotosassa FL 192
22 WPP 4/5/6 WINTER HAVEN Winter Haven FL 237
00 XXXXXX XXXXXXX Xxxxxxx Xxxxx XX 245
24 WPP 5/6 TOWN & COUNTRY EST. Tuscon AZ 320
25 WPP 6/7 CAREFREE Tampa FL 406
00 X XXXXXX XXXX Xxxx Xxxxx Xxxxxx XX 464
27 WPP 0/0 XXXX XXXX Xxxx Xxxx Xxxxx XX 150
00 Xxxx Xxxxx XXXX XXXXX Xxxxxx XX 140
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TOTAL 5,727
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