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EXHIBIT 21
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AGREEMENT RELATING TO RESTRICTIONS ON TRANSFER, CONVERTIBILITY AND REDEMPTION OF
THE 244,857 L.P. UNITS ISSUED IN DECEMBER 1996 AS CONSIDERATION FOR THE PURCHASE
OF THE SANTA XXXX PHASE II LAND SITE.
Agreement dated December 23, 1996 between Irvine Apartment Communities,
Inc., a Maryland corporation (the "Company"), Irvine Apartment Communities,
L.P., a Delaware limited partnership (the "Partnership"), The Irvine Company, a
Michigan corporation, and TIC Investment Company D, a California general
partnership ("TICICD").
RECITALS
WHEREAS, pursuant to the Exclusive Land Rights and Non-Competition
Agreement dated as of November 21, 1993, as amended by Amendments Xx. 0, Xx. 0
and No. 3 thereto, on December 23, 1996 The Irvine Company and TICICD sold
certain land to the Partnership for 244,857 units of limited partnership
interest (the "L.P. Units") in the Partnership, which L.P. Units are convertible
into 244,857 shares (the "Shares") of Common Stock, par value $.01 per share
("Common Stock"), of the Company in accordance with Section 8.6 of the Amended
and Restated Agreement of Limited Partnership of the Partnership dated as of
December 1, 1993, as amended (the "Partnership Agreement");
WHEREAS, such L.P. Units are represented by L.P. Unit Certificate No.
24 registered in the name of TICICD ("Certificate No. 24");
WHEREAS, as of the date of this Agreement there are 18,555,647 shares
of Common Stock outstanding;
WHEREAS, in connection with the listing on the New York Stock Exchange
(the "NYSE"), upon official notice of issuance, of the Shares, The Irvine
Company and TICICD have agreed for purposes of NYSE Rule 312.03 to certain
limitations on their ability to convert into Common Stock and to transfer 59,301
(the "Excess L.P. Units") of such 244,857 L.P. Units as set forth in this
Agreement; and
WHEREAS, the NYSE will list 185,556 of the Shares upon the condition
that this Agreement is executed by the parties hereto and will permit the
listing of the Shares underlying the Excess L.P. Units only upon the Company
obtaining shareholder approval in accordance with NYSE Rule 312.05 of the
exchange of such L.P. Units for Common Stock (the "Shareholder Approval").
NOW, THEREFORE, in consideration of the premises and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The Irvine Company and TICICD agree that they will not convert, or
cause the conversion of, more than 185,556 of such 244,857 L.P. Units into
Common Stock of the
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Company. The Irvine Company and TICICD further agree that the Excess L.P. Units
may only be redeemed by the Partnership for cash, including as a result of an
exercise by The Irvine Company and TICICD of their cash tender rights pursuant
to Section 8.6 of the Partnership Agreement.
2. The Irvine Company and TICICD further agree not to Transfer (as
defined in the Partnership Agreement) all or any portion of the Excess L.P.
Units to any Person (as defined in the Partnership Agreement) unless the
proposed transferee agrees in writing to be bound by the terms of this Agreement
with respect to the Excess L.P. Units so transferred.
3. The following legend shall be placed on Certificate No. 24:
"THE TRANSFER OF THE L.P. UNITS REPRESENTED BY THIS
CERTIFICATE AND THE CONVERSION THEREOF INTO COMMON STOCK
OF IRVINE APARTMENT COMMUNITIES, INC. (THE "COMPANY") ARE
SUBJECT TO THE LIMITATIONS SET FORTH IN AN AGREEMENT DATED
DECEMBER 23, 1996, A COPY OF WHICH MAY BE OBTAINED FROM THE
COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE."
4. The restrictions on Transfer and conversion of the Excess L.P. Units
set forth in this Agreement shall terminate and be of no further force and
effect if the Shareholder Approval is obtained.
5. The provisions of this Agreement shall only apply to the 244,857
L.P. Units represented by Certificate No. 24 and any L.P. Unit certificates
issued on transfer or exchange thereof and shall not apply to any other L.P.
Units issued by the Partnership.
6. This Agreement shall constitute the consent of The Irvine Company
and TICICD required by Sections 7.3.A(5) and 7.3.D(iv) of the Partnership
Agreement and the parties hereto authorize the Company to provide a copy of this
Agreement to the NYSE.
7. Except as set forth herein, the provisions of the Partnership
Agreement shall apply to such 244,857 L.P. Units.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
IRVINE APARTMENT COMMUNITIES, INC.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Senior Vice President and
Chief Financial Officer
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IRVINE APARTMENT COMMUNITIES, L.P.
By: Irvine Apartment Communities, Inc., its General
Partner
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Senior Vice President and Chief
Financial Officer
THE IRVINE COMPANY
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Senior Vice President
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Senior Vice President
TIC INVESTMENT COMPANY D
By: The Irvine Company, a General Partner
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Senior Vice President
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Senior Vice President
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