EXHIBIT 10.46
CONTRIBUTION AGREEMENT - BASIC ECONOMIC TERMS
(VINEYARDS)
The undersigned Transferor agrees to transfer the Property to the
undersigned Transferee and Transferee agrees to accept the transfer on the
following terms and conditions:
1. Incorporation by Reference. All of the terms and conditions of:
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a. The General Conditions to Contribution Agreement (the "General
Conditions");
b. The Addenda to General Conditions to Contribution Agreement
(the "Addenda");
c. The Exhibits to General Conditions to Contribution Agreement
(the "Exhibits"); and
d. The Schedules to General Conditions to Contribution Agreement
(the "Schedules")
which are attached hereto are incorporated by reference herein as being the
agreement of the undersigned.
2. Project. VINEYARDS MARKETPLACE.
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3. Transferor. XXXXXX XXXXXXXX ASSOCIATES.
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4. Transferee. XXXXXXXXX XXXXXX PROPERTIES OPERATING PARTNERSHIP, L.P.,
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a California limited partnership.
5. Consideration to Transferor. The total sum of $7,299,569
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which is comprised of the following elements:
a. Existing Debt $5,350,937
b. Prepayment Fees and other Lender related expenses
charged against Transferor (estimated) $ 1,000
c. Commission obligations of Transferor paid by Transferee and
charged against Transferor $ 0
d. Transferor's share of Closing Costs (estimated) $ 25,000
e. Prorations charged against Transferor (estimated) $ 5,000
f. Miscellaneous $ 0
g. OP Units $1,917,632
h. Cash $ 0
i. Total of Cash and OP Units $1,917,632
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h. Total Consideration $7,299,569
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The Total Consideration is subject to adjustment as provided herein and in
the General Conditions, the Addenda, the Exhibits and the Schedules.
6. Allocated Debt. Allocated debt," as that term is used in Addendum V,
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shall mean debt with a principal amount of $200,000.
7. Special Provisions:
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a. Transferee will pay off the Debt to which the Property is subject
immediately following the conveyance of the Property to Transferee. The
principal amount of such payment and any fees of Lender in connection with such
payment (subject to the reasonable approval of Transferor) shall be charged
against Transferor's Consideration. The principal amount of the debt, the
accrued but unpaid interest and the amount of any fees and expenses (including
prepayment penalties, if any) to be charged by Lender shall be verified prior to
the Closing Date by a fully executed Lender's Beneficiary's Statement in such
form as shall be reasonably satisfactory to and approved in writing by
Transferee.
b. Parcels 1 and 2 ( the "Retained Parcels") of Parcel Map Xx. 00000,
Xxxx xx Xxxxxx Xxxxxxxxx, Xxxxxx of San Bernardino per plat recorded in Book 151
of Parcel Maps, Pages 54 to 58, inclusive, official records of said County are
not included within the definition of the Property and will be retained by
Transferor subject to the remaining provisions of this subparagraph 7.b.
Transferor hereby grants Transferee an option (the "Option") to purchase the
Retained Parcels from Transferor on the following terms and conditions:
1. The Option may be exercised at any time after the Closing Date.
2. The Option will expire if the Option is not exercised on or
before two (2) years following the Closing Date.
3. The Option Price will be $900,000.
4. Transferor shall have the right to take all or any part of the
Option Price in Cash or in OP Units (under a contribution agreement containing
essentially the same provisions as this Agreement excepting only that the value
of the OP Units shall be based on the average closing value of AHP Stock during
the 5 trading days immediately prior to the exercise of the Option) or any
combination thereof.
c. Transferor and Transferee will cooperate with each other regarding
changes to the existing Reciprocal Easement Agreement against the Property and
the Retained Parcels which shall be reasonably necessary to accommodate use of
the respective parcels as long as such changes are not unreasonable.
d. Transferor shall take full responsibility for all costs and
expenses incident to (and shall indemnify and hold Transferee harmless from) the
cost of obtaining a No Further Action letter (the "NFA") from the appropriate
governmental agency with respect to the dry cleaner on the Property. Xxxxxx
Investments guarantees the performance of Transferor pursuant to the foregoing
sentence. Xxxxxx Investments shall guarantee the performance of Transferor
pursuant to the foregoing sentence in a guarantee which shall be in form and
substance reasonably satisfactory to Transferee to be delivered at the Closing.
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e. Notwithstanding the provisions of Addendum V, the debt which
Transferor will guarantee shall be debt currently secured by real property
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currently owned by Xxxxxx North County Associates and anticipated to be
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transferred to Transferee concurrently with the Closing hereunder, which real
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property shall be deemed to be the Property solely with respect to the
provisions of Addendum V.
Executed as of March 23, 1998.
Transferor: XXXXXX XXXXXXXX ASSOCIATES,
a California general partnership
By: HI-Victoria, a California general
partnership, general partner
By: Xxxxxx Investments,
a California general
partnership, general partner
By: WWH Investments, Inc., a
California corporation,
general partner
By: __________________
Xxxxxxx X. Xxxxxx, Xx.
Its: President
Guarantor: XXXXXX INVESTMENTS, a California general
partnership
By: WWH Investments, Inc., a California
corporation, general partner
By: _____________________________________
Xxxxxxx X. Xxxxxx, Xx.
Its: President
Transferee: Xxxxxxxxx Xxxxxx Properties Operating
Partnership, L.P. a California limited partnership
By: Xxxxxxxxx Xxxxxx Properties, Inc., a
Maryland corporation, its General Partner
By: Xxxx Xxxxxxx
____________________________
Its: Senior Vice President
____________________________
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AGREEMENT OF TITLE COMPANY
The undersigned executes this Agreement for the purposes of acknowledging its
agreement to serve as escrow agent in accordance with the terms of this
Agreement and to acknowledge receipt of the Xxxxxxx Money from the Transferee.
First American Title Insurance Company
By: ________________________
Its: ________________________
Date: ________________________, 1998
Escrow No. N 984022E
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