Exhibit 7.2
REDEMPTION AND CONTRIBUTION AGREEMENT
REDEMPTION AND CONTRIBUTION AGREEMENT (this "Agreement"), dated as of
December 1, 2003, between First Winthrop Corporation, a Delaware corporation
("Winthrop"), and AIMCO Properties, L.P., a Delaware limited partnership
("AIMCO").
W I T N E S S E T H:
WHEREAS, Winthrop either directly or indirectly through a wholly-owned
subsidiary (each, a "Subsidiary Corporation"), holds general and limited
partnership interests (the "Partnership Interests") as indicated in each of the
limited partnerships listed on Schedule 1 hereto (the "Partnerships");
WHEREAS, the Subsidiary Corporation that holds each Partnership
Interest is set forth opposite such Partnership's name on Schedule 1 hereto;
WHEREAS, AIMCO is the holder of 200 shares of Class B Common Stock of
Winthrop (the "Class B Shares");
WHEREAS, pursuant to that certain Allocation Agreement, dated of even
date herewith, among Winthrop, First Winthrop Corporation, W.T. Limited
Partnership, NHP Management Company and AIMCO Properties, L.P. (the "Allocation
Agreement"), the parties thereto have set forth the amount allocable to each
Partnership Interest;
WHEREAS, AIMCO desires to cause wholly-owned subsidiaries to acquire
the Partnership Interests in complete redemption of the Class B Shares, and
Winthrop has agreed to permit such redemption, all upon the terms and conditions
set forth herein;
WHEREAS, prior to the redemption, AIMCO may transfer its Class B
Shares, in whole or in part, to wholly owned subsidiaries, provided that AIMCO
shall agree to cause such subsidiaries to be bound by this Agreement, and to
cause their interests to be redeemed as provided herein and in accordance with
the Allocation Agreement, and references to AIMCO as provided herein shall be
deemed to refer to one or more of such subsidiaries;
NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual agreements and other good and valuable consideration hereinafter set
forth, the parties hereto, intending to be legally bound, do hereby agree as
follows:
ARTICLE FIRST
CLOSING
1.1 The Closing. The closing of the transactions set forth in
Sections 1.2 and 1.3 of this Article FIRST, which may occur on one or more
occasions as hereinafter contemplated (each, a
"Closing"), shall take place at the offices of Winthrop's Attorney, 000 Xxxxxxx
Xxxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxx Xxxx 00000 and at such time or times as
hereinafter set forth:
(i) In the event that Limited Partner Consent (as
hereinafter defined) has been obtained on or prior to sixty days from the date
hereof (the "First Consent Date") with respect to all of the Partnerships and
the other conditions set forth in Articles FIFTH and SIXTH hereof have been
satisfied or waived, the Closing shall take place at 10:00 A.M., New York City
time, on the third business day following the First Consent Date, or at such
other time on such date, or on such other date, as Winthrop and AIMCO may agree;
(ii) In the event that Limited Partner Consent with
respect to all of the Partnerships has not been obtained on or prior to the
First Consent Date, the Closing with respect to those Partnerships for which
Limited Partner Consent has been obtained on or prior to the First Consent Date
shall take place at 10:00 A.M., New York City time, on the third business day
following the First Consent Date, or at such other time on such date, or on such
other date, as Winthrop and AIMCO may agree;
(iii) In the event that Limited Partner Consent with
respect to all of the Partnerships has not been obtained on or prior to the
First Consent Date but Limited Partner Consent is obtained with respect to one
or more Partnerships following the First Consent Date, the Closing with respect
to those Partnerships for which Limited Partner Consent has been obtained
subsequent to the First Consent Date shall take place on such date(s) and at
such time(s) as Winthrop and AIMCO may agree, but with respect to any such
Partnership, not more than 15 business days following the notice of any party to
the others that Limited Partner Consent has been obtained. As used herein, the
date of such Closing is referred to as the "Closing Date" and the time on such
Closing Date is referred to as the "Closing Time".
1.2 Contribution by AIMCO. On each Closing Date, immediately prior
to the transaction contemplated by Section 1.3 hereof, AIMCO shall make a
capital contribution in immediately available funds to Winthrop equal to the
amount set forth in the Allocation Agreement for each Partnership Interest for
which Limited Partner Consent has been obtained and which Partnership Interest
is to be distributed to it pursuant to Section 1.3 hereof.
1.3 Redemption of Interest. On each Closing Date, immediately
following the transaction contemplated by Section 1.2 hereof, Winthrop shall
transfer to AIMCO (or its designee), in full, in the event that following such
transfer all of the Partnership Interests will have been transferred to AIMCO,
or partial, in the event that following such transfer all of the Partnership
Interests will not have then been transferred, redemption of the Shares, all of
the Partnership Interests for which Limited Partner Consent shall have been
obtained and which have not then previously been transferred to AIMCO.
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ARTICLE SECOND
REPRESENTATIONS AND WARRANTIES OF WINTHROP
Winthrop hereby represents and warrants to AIMCO that:
2.1 Organization; Good Standing. Winthrop is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. Winthrop has the requisite corporate power and authority to conduct
its business in the manner now conducted.
2.2 Authorization and Enforceability. Winthrop has all requisite
power and authority to execute, deliver and, upon receipt of the Limited Partner
Consent (as defined in Section 4.1 hereto) perform this Agreement. Except for
the receipt of Limited Partner Consent, all necessary proceedings of Winthrop
have been taken to authorize the execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby. This
Agreement has been duly authorized, executed and delivered by Winthrop and, upon
the receipt of Limited Partner Consent, this Agreement constitutes the legal,
valid and binding obligation of Winthrop enforceable as to it in accordance with
its terms, except as the same may be limited by applicable bankruptcy,
insolvency, moratorium, reorganization, fraudulent conveyance and other similar
laws of general application relating to or affecting the rights of creditors.
2.3 Ownership of the Partnership Interests. Good title to the
Partnership Interests is owned by Winthrop free and clear of all pledges,
security interests, liens, charges, encumbrances, restrictions and claims of
every kind other than the liabilities and obligations applicable to the
ownership of the Partnership Interests as set forth in the by-laws of the
applicable Subsidiary Corporation.
2.4 No Conflict. The execution, delivery and performance of this
Agreement does not conflict with or result in any breach of any of the terms,
conditions or provisions of, or (with or without the giving of notice or the
passage of time or both) constitute a default under the Certificate of
Incorporation or By-laws of Winthrop, or violate any provision of any law or
regulation applicable to Winthrop.
2.5 Approvals and Consents. No consent, approval, order, license,
certificate or permit of or from, or declaration or filing with, any federal,
state, local or other governmental authority or any court or other tribunal,
domestic or foreign, is required by Winthrop in connection with the execution,
delivery and performance of this Agreement.
2.6 Litigation. There is no litigation pending, or to Winthrop's
knowledge threatened, that questions the validity of this Agreement or that, if
adversely determined, could reasonably be expected to have a material adverse
effect on the ability of Winthrop to perform its obligations under this
Agreement or on any Partnership Interest transferred pursuant to this Agreement,
and there is not in existence any judgment that could reasonably be expected to
have a material adverse effect on the ability of Winthrop to perform its
obligations under this Agreement or on any Partnership Interest transferred
pursuant to this Agreement.
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2.7 No Rights to Purchase Partnership Interests. Except for any
rights that AIMCO or its affiliates may have, no person, firm, corporation or
other entity has any right or option to purchase or otherwise acquire all or any
part of the Partnership Interests.
2.8 No Brokers or Other Fees. No broker, finder or investment
banker is entitled to any brokerage, finder or other fee or commission in
connection with the transactions contemplated by this Agreement.
2.9 Residential Committee. At all times from and after the date of
the issuance of the Class B Shares, (i) the holder of the Class B Shares has had
the authority to elect two directors to the Board of Directors of Winthrop (such
directors being hereinafter referred to as the "Class B Directors"); (ii) the
Class B Directors have had the authority nominate one director to the Board of
Directors of each of the Subsidiary Corporations (such director being
hereinafter referred to as the "Subsidiary Corporation Class B Director"); (iii)
the by-laws of each of the Subsidiary Corporations provides for the
establishment of a "Residential Committee" which Residential Committee is to
consist of those persons appointed by the Subsidiary Corporation Class B
Director; (iv) the Residential Committee has the power to elect one or more Vice
Presidents-Residential of the Subsidiary Corporation; and (v) the Vice
President-Residential is authorized to take such actions as he or she deems
advisable in connection with the operations of each Partnership in which such
Subsidiary Corporation is the general partner, subject to the limitations set
forth in the by-laws of such Subsidiary Corporation, the Agreement of Limited
Partnership or such Partnership and by applicable law.
2.10 FIRPTA. In order to induce the AIMCO to waive the requirement
of withholding tax under Section 1445 of the Internal Revenue Code of 1986, as
amended (the "Code"), Winthrop represents and warrants that (a) Winthrop and
each Subsidiary Corporation is a United States citizen, (b) Winthrop and each
Subsidiary Corporation is not a foreign person for purposes of Section 1445 of
the Internal Revenue Code, and (c) the correct and complete Taxpayer
Identification Number of Winthrop and each Subsidiary Corporation is as set
forth on Schedule 2 hereto.
ARTICLE THIRD
REPRESENTATIONS AND WARRANTIES OF AIMCO
AIMCO hereby represents and warrants to Winthrop that:
3.1 Organization; Good Standing. AIMCO is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. AIMCO has the requisite corporate power and authority to conduct its
business in the manner now conducted.
3.2 Authorization and Enforceability. AIMCO has all requisite
power and authority to execute, deliver and perform this Agreement. All
necessary proceedings of AIMCO have been taken to authorize the execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby. This Agreement has been duly
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authorized, executed and delivered by AIMCO and this Agreement constitutes the
legal, valid and binding obligation of AIMCO enforceable as to it in accordance
with its terms, except as the same may be limited by applicable bankruptcy,
insolvency, moratorium, reorganization, fraudulent conveyance and other similar
laws of general application relating to or affecting the rights of creditors.
3.3 No Conflict. The execution, delivery and performance of this
Agreement does not conflict with or result in any breach of any of the terms,
conditions or provisions of, or (with or without the giving of notice or the
passage of time or both) constitute a default under the organizational documents
of AIMCO, or any indenture, lease, agreement or other material instrument to
which AIMCO or a Partnership is a party or by which AIMCO or a Partnership is
bound or violate any provision of any law or regulation applicable to AIMCO or a
Partnership.
3.4 Approvals and Consents. No consent, approval, order, license,
certificate or permit of or from, or declaration or filing with, any federal,
state, local or other governmental authority or any court or other tribunal,
domestic or foreign, is required by AIMCO in connection with the execution,
delivery and performance of this Agreement.
3.5 Litigation. There is no litigation pending, or to AIMCO's
knowledge threatened, that questions the validity of this Agreement or that, if
adversely determined, could reasonably be expected to have a material adverse
effect on the ability of AIMCO to perform its obligations under this Agreement,
and there is not in existence any judgment that could reasonably be expected to
have a material adverse effect on the ability of AIMCO to perform its
obligations under this Agreement.
3.6 No Brokers or Other Fees. No broker, finder or investment
banker is entitled to any brokerage, finder or other fee or commission in
connection with the transactions contemplated by this Agreement.
ARTICLE FOURTH
LIMITED PARTNER CONSENT
4.1 Limited Partner Consent. AIMCO covenants and agrees with
Winthrop that, to the extent required pursuant to the terms of the
organizational documents of a Partnership, AIMCO shall seek the consent of the
limited partners of each Partnership for which consent is required to consummate
the transactions contemplated hereby (the "Limited Partner Consent"). AIMCO
shall prepare all such documentation necessary to seek the Limited Partner
Consent (the "Solicitation Documents") and such Solicitation Documents shall
comply with all applicable laws, rules and regulations. To the extent necessary,
the Solicitation Documents shall be forwarded to the limited partners of the
applicable Partnership as soon as practicable but not later than 15 days after
the date hereof; provided, however, the Solicitation Documents with respect to
Springhill Lake Investors Limited Partnership ("Springhill Lake") shall be filed
with the Securities and Exchange Commission within 45 days of the date hereof
and shall be distributed to the limited partners of Springhill Lake on the
earliest date permitted by Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended. AIMCO shall, and it shall cause its affiliates
to, vote all units of limited partnership interest held by AIMCO and its
affiliates in the Partnerships in favor of the transfer of the Partnership
Interests as contemplated
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hereby. The parties shall cause the current general partners of the applicable
Partnership to recommend that the limited partners of the applicable Partnership
vote in favor of the transfer of the applicable Partnership Interest and
Winthrop shall, and shall cause its affiliates to, vote all units of limited
partnership interest held by Winthrop and its affiliates in the applicable
Partnership in favor of the transfer of the applicable Partnership Interest as
contemplated hereby. Winthrop covenants and agrees with AIMCO that it will
cooperate in all reasonable respects with AIMCO in seeking the Limited Partner
Consent. All costs associated with seeking and obtaining Limited Partner Consent
shall be borne by AIMCO or the relevant Partnership.
ARTICLE FIFTH
CONDITIONS TO OBLIGATIONS OF AIMCO
The obligations of AIMCO under this Agreement are subject to the
satisfaction, at or prior to each Closing Date, of all of the conditions set out
below in this Article FIFTH. AIMCO may waive any or all of such conditions in
whole or in part in its sole discretion.
5.1 Representations and Warranties Correct. The representations
and warranties of Winthrop made in this Agreement shall be true and correct in
all material respects on and as of the Closing Date with the same effect as
though such representations and warranties had been made on and as of the
Closing Date.
5.2 Full Performance. Winthrop shall have performed and complied
in all material respects with the covenants, conditions, terms and agreements to
be performed and complied with by it on or before the Closing Date.
5.3 Officer's Certificate. AIMCO shall have received a certificate
from Winthrop certifying to the compliance by Winthrop of the conditions set
forth in Sections 5.1 and 5.2.
5.4 Limited Partner Consent. Limited Partner Consent shall have
been received with respect to each of the Partnerships whose Partnership
Interests are to be transferred on the applicable Closing Date pursuant to
Section 1.2 or 1.3 hereof.
5.5 Assignment and Assumption.Winthrop shall have executed and
delivered to AIMCO an Assignment and Assumption Agreement in the form annexed
hereto as Exhibit A (the "Assignment") with respect to each Partnership
Interest.
5.6 Amendment to Organizational Documents of Partnerships.
Winthrop shall have executed and delivered to AIMCO an amendment to the
organizational documents of each of the Partnerships whose Partnership Interests
are to be transferred on the applicable Closing Date (the "Partnership Agreement
Amendments") pursuant to Section 1.2 or 1.3 hereof evidencing the withdrawal of
the applicable Subsidiary Corporation as the general partner of such Partnership
and the admission of AIMCO as the successor general partner, in form and
substance acceptable to Winthrop in its reasonable discretion.
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ARTICLE SIXTH
CONDITIONS TO OBLIGATIONS OF WINTHROP
The obligations of Winthrop under this Agreement are subject to the
satisfaction, at or prior to the Closing Date, of all of the conditions set
forth below in this Article SIXTH. Winthrop may waive any or all of such
conditions in whole or in part in its sole discretion.
6.1 Representations and Warranties Correct. The representations
and warranties of AIMCO made in this Agreement shall be true and correct in all
material respects on and as of the Closing Date with the same effect as though
such representations and warranties had been made on and as of the Closing Date.
6.2 Full Performance. AIMCO shall have performed and complied in
all material respects with the covenants, conditions, terms and agreements to be
performed and complied with by it on or before the Closing Date.
6.3 Officer's Certificate. Winthrop shall have received a
certificate of the President or Vice-President of AIMCO (without any personal
liability to such officer) certifying to the compliance by AIMCO of the
conditions set forth in Sections 6.1 and 6.2.
6.4 Limited Partner Consent. Limited Partner Consent shall have
been received with respect to each of the Partnerships whose Partnership
Interests are to be transferred on the applicable Closing Date pursuant to
Section 1.2 or 1.3 hereof.
6.5 Assignment and Assumption.AIMCO or its designee shall have
executed and delivered to Winthrop an Assignment with respect to each
Partnership Interest.
6.6 Release of Apollo. AIMCO shall have, on the date hereof,
executed and delivered to Apollo Real Estate Investment Fund, L.P. and Apollo
Real Estate Investment Fund II, L.P. (collectively "Apollo") a release which
releases Apollo together with their respective partners, employees, agents, and
affiliates from any and all obligations pursuant to that certain Guaranty, dated
as of October 27, 1997 made for the benefit of Insignia Financial Group, Inc.
and IPT I, LLC and their respective successors and assigns.
6.7 Amendment to Partnership Agreement. AIMCO shall have executed
and delivered to Winthrop the Partnership Agreement Amendments for those
Partnerships whose Partnership Interests are to be transferred on the applicable
Closing Date pursuant to Section 1.2 or 1.3 hereof.
ARTICLE SEVENTH
SURVIVAL; INDEMNIFICATION
7.1 Survival of Representations and Warranties. Except as
otherwise provided herein, the representations and warranties contained in this
Agreement shall survive the Closing for a period ending on the first anniversary
of the Closing Date; except that the representations and warranties set forth in
Section 2.3 hereof shall survive until the expiration of the applicable
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statute of limitations. No party shall be entitled to assert any right of
indemnification hereunder unless notice of such assertion (describing the basis
therefor in reasonable detail to the extent then known) is given by the
Indemnified Party (as defined in Section 7.4) as provided in Section 7.4 no
later than the applicable date on which the representation or warranty with
respect to which the claim for indemnification is being made expires in
accordance with the foregoing. In the event that the Closing occurs
notwithstanding actual knowledge by any party hereto (whether by notice or
otherwise) of a breach of any representation or warranty of another party under
this Agreement, such party shall not be entitled to any remedy against any such
other breaching party hereto with respect to, or for damages arising out of or
as a result of, such breach and such party's consummation of the transactions
contemplated hereby and participation in the Closing shall constitute a waiver
and release by such party of any such breach.
7.2 Indemnification by Winthrop. Subject to the limitations
heretofore set forth and in Section 7.1, Winthrop shall indemnify AIMCO, its
affiliates, shareholders, directors, officers, employees and agents for, and
shall defend and hold AIMCO harmless from, against and with respect to all loss,
liability, damage and expense (including, without limitation, reasonable
attorneys' fees and costs and expenses incurred in investigating any claim)
(collectively, "Damages"), incurred by AIMCO as a result of or arising from (i)
any breach or failure of any written representation, warranty, covenant or
agreement of Winthrop contained in this Agreement; (ii) the material failure of
Winthrop to perform any agreement required hereunder or under any agreement
entered into in connection herewith to be performed by Winthrop, (iii) the
transfer, distribution or dividending of a Partnership Interest to Winthrop; and
(iv) all actions, suits and proceedings arising out of the foregoing including,
without limitation, any Damages arising out of an action, suit or proceeding
relating to the Limited Partner Consent and based solely on information provided
by Winthrop and set forth in the Soliciting Documents.
7.3 Indemnification by AIMCO. Subject to the limitations
heretofore set forth and in Section 7.1, AIMCO shall indemnify Winthrop and its
affiliates, partners, directors, officers and employees for, and shall defend
and hold harmless each of them from, against and with respect to any Damages
incurred by any of them, as a result of, or arising from, (i) any breach or
failure of any written representation, warranty, covenant or agreement of AIMCO
contained in this Agreement; (ii) the material failure of AIMCO to perform any
agreement required hereunder or under any agreement entered into in connection
herewith to be performed by AIMCO and (iii) all actions, suits and proceedings
incident to the foregoing, including, without limitation, any Damages arising
out of an action, suit or proceeding relating to (1) the Partnership Interests
or the Partnership to which Winthrop is made a party to the extent that the
facts and circumstances of such action, suit or proceeding arose after the
Closing Time or (2) the Limited Partner Consent unless such action, suit or
proceeding is based solely on information provided by Winthrop and set forth in
the Soliciting Documents.
7.4 General Procedure. The provisions of Sections 7.2 and 7.3 are
expressly subject to the following: A party that may be entitled to
indemnification under this Article SEVENTH (an "Indemnified Party") shall give
notice to the party obligated to indemnify it (an "Indemnifying Party") with
reasonable promptness upon becoming aware of the claim or other facts upon which
a claim for indemnification or reimbursement will be based; the notice shall set
forth such information with respect thereto as is then reasonably available to
the Indemnified
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Party. The Indemnifying Party shall have the right to undertake the defense of
any such claim asserted by a third party and the Indemnified Party shall
cooperate in such defense and make available all records and materials requested
by the Indemnified Party in connection therewith. The Indemnified Party shall be
entitled to participate in such defense, but shall not be entitled to
indemnification with respect to the costs and expenses of such defense if the
Indemnifying Party shall have assumed the defense of the claim with counsel
reasonably satisfactory to the Indemnified Party. The Indemnifying Party shall
not be liable for any claim settled without its consent, which shall not be
unreasonably withheld or delayed; the Indemnifying Party may settle any claim
without the consent of the Indemnified Party, but only if such settlement
requires only the payment of monetary damages that are paid in full by the
Indemnifying Party.
ARTICLE EIGHTH
TERMINATION
8.1 Termination. This Agreement may be terminated at any time
prior to the Closing Time:
(a) by mutual written consent of Winthrop and AIMCO;
(b) by AIMCO on the one hand, or Winthrop on the other hand, if
the other breaches in any material respect any of their respective
representations, warranties or agreements contained in this Agreement and, such
breach is not cured or otherwise corrected to the reasonable satisfaction of
Winthrop on the one hand, or AIMCO on the other hand, within ten business days
of receipt of notice of such breach;
(c) by either Winthrop or AIMCO if Limited Partner Consent is not
obtained by September 30, 2004;
(d) by either Winthrop or AIMCO if either of them is prohibited by
an order or injunction (other than an order or injunction on a temporary or
preliminary basis) of a court of competent jurisdiction from consummating the
transactions contemplated hereby and all means of appeal and all appeals from
such order or injunction have been finally exhausted;
(e) by either Winthrop or AIMCO as provided in the Allocation
Agreement.
8.2 Manner of Exercise: Effect on Termination. In the event this
Agreement is terminated in accordance with Section 8.1, written notice thereof
shall forthwith be given to the other party, and this Agreement shall terminate,
be null and void and of no further force and effect and shall not be referred to
by the parties for any purpose whatsoever and the transactions contemplated
hereunder shall be abandoned without further action by AIMCO or Winthrop, except
to the extent that any such transactions shall have already been consummated.
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ARTICLE NINTH
MISCELLANEOUS
9.1 Notices. Any and all notices or other communications required
or permitted to be given hereunder shall be in writing and shall be sent by
hand, by telecopy (confirmed by delivery by another method permitted hereunder),
by U. S. mail or by Federal Express or other similar overnight courier addressed
as follows:
If to AIMCO: x/x XXXXX
Xxxxxxxx Xxxxx 0
0000 Xxxxx Xxxxxx Xxxxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxx
Fax: (000) 000-0000
With a copy to: Powell, Goldstein, Xxxxxx & Xxxxxx LLP
000 Xxxxxxxxx Xxxxxx, X.X.
00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxx, Esq.
Fax: (000) 000-0000
If to Winthrop: Winthrop Financial Associates
0 Xxxxxxxx Xxxxx
Xxxxx 000
P.O. Box 9507
Xxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
Fax: (000) 000-0000
With a copy to: Post & Xxxxxxx, LLP
000 Xxxxxxx Xxxxxxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx, Esq.
Fax: (000) 000-0000
Notices shall be deemed given upon receipt or refusal to accept delivery. Each
party shall promptly notify the other parties of any change in its address by
notice given as provided in this Section 9.1.
9.2 No Modification Except in Writing. This Agreement shall not be
changed, modified, or amended except by a writing signed by the party to be
charged, and this Agreement may not be discharged except by performance in
accordance with its terms or by a writing signed by the party to be charged.
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9.3 Further Assurances. Each of the parties hereto hereby agrees
to execute and deliver all such further documents and take all such further
actions as shall be necessary, desirable or expedient to consummate the
transactions contemplated hereby. Winthrop further agrees to cooperate in
completing files or taking such other action with respect to the Partnerships
that may be reasonably requested by AIMCO and that should have been taken by
Winthrop prior to the Closing Date.
9.4 Entire Agreement. This Agreement, together with the Schedules
hereto, sets forth the entire agreement and understanding among the parties as
to the subject matter hereof and merges and supersedes all prior discussions,
agreements and understandings of every kind and nature among them.
9.5 Severability. If any provision of this Agreement or the
application of any provision hereof to any person or circumstances is held
invalid, the remainder of this Agreement and the application of such provision
to other persons or circumstances shall not be affected unless the provision
held invalid shall substantially impair the benefits of the remaining portions
of this Agreement.
9.6 Assignment. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns, but shall not confer any benefit upon any person or entity other than
the parties hereto and their respective successors and permitted assigns. This
Agreement may not be assigned by either party hereto without the prior written
consent of the other, except that this Agreement may be assigned in whole or in
part to one or more affiliated entities of AIMCO, provided that AIMCO remains
responsible for the obligations of that entity under this Agreement.
9.7 Governing Law; Service of Process. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of New York
without giving effect to the conflict of laws principles thereof. AIMCO and
Winthrop hereby waive personal service of any and all process upon it and
consent that all such service of process may be made by registered or certified
mail (return receipt requested) directed to AIMCO or Winthrop, as the case may
be, at its address set forth herein and service so made shall be deemed to be
completed three (3) days after the same shall have been so deposited in the U.S.
Mails.
9.8 Captions. The captions appearing in this Agreement are
inserted only as a matter of convenience and for reference and in no way define,
limit or describe the scope and intent of this Agreement or any of the
provisions hereof.
9.9 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original.
[signatures on following page]
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IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the day and year first above written.
FIRST WINTHROP CORPORATION
By______________________________
Xxxxx Xxxxxxxxx
Executive Vice President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc., General Partner
By:______________________________
Xxxxxxx X. Xxxx
Executive Vice President
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Schedule 1
PARTNERSHIPS/SUBSIDIARY CORPORATION
Partnership Subsidiary Corporation
---------------------------------------------------- ------------------------------------
Carriage House Apartments Limited Partnership(GP) Winthrop Petersburg Co., Inc.
Continental Plaza Associates Limited Partnership(GP) Winthrop-Metro Equities Corporation
Continental Plaza Associates Limited Partnership(SLP) Winthrop-Metro Equities Corporation
Continental Plaza Limited Partnership(GP) Winthrop Financial Co., Inc.
Dunlop Tobacco Associates Limited Partnership(GP) (1)
Galleria Park Associates Limited Partnership(GP) WFC Realty Co., Inc.
Gotham Apartments Limited Partnership(GP) WFC Realty Co., Inc.
Xxxxxxxx Associates Limited Partnership(GP) Winthrop Financial Co., Inc.
Hollidaysburg Limited Partnership(GP) WFC Realty Co., Inc.
Hollidaysburg Limited Partnership(SLP) WFC Realty Co., Inc.
Meadow Wood Associates(GP) Winthrop Northeast Properties, Inc.
One Xxxxxxx Associates Ltd(GP) Winthrop Financial Co., Inc.
Park Towne Place Associates Limited Partnership(GP) PTP Properties, Inc.
Portage Associates Limited Partnership(GP) WFC Realty Co., Inc.
Portage Associates Limited Partnership(SLP) WFC Realty Co., Inc.
Southwest Parkway, Ltd. (GP) Southwest Parkway Holdings, Inc.
Springhill Lake Investors Limited Partnership(GP) Three Winthrop Properties, Inc.
Standpoint Vista Limited Partnership(GP) Winthrop Financial Co., Inc.
Stratford Place Investors Limited Partnership (GP) WFC Realty Co., Inc.
Three Winthrop Limited Partnership(GP) (2) Ten Winthrop Properties, Inc.
WAI Associates Limited Partnership(GP) (3) WAI Properties, Inc.
(1) First Winthrop Corporation is the General Partner
(2) Ten Winthrop Properties, Inc. is the general partner of Three Winthrop
Limited Partnership, the general partner of Winthrop Apartment Investors 2
Limited Partnership.
(3) General Partner of Winthrop Apartment Investors Limited Partnership
Schedule 2
Subsidiary Corporation Taxpayer Identification Number
------------------------------------ ------------------------------
First Winthrop Corporation 00-0000000
PTP Properties, Inc. 00-0000000
Southwest Parkway Holdings, Inc. 00-0000000
Ten Winthrop Properties, Inc. 00-0000000
Three Winthrop Properties, Inc. 00-0000000
WAI Properties, Inc. 00-0000000
WFC Realty Co., Inc. 00-0000000
Winthrop Financial Co., Inc. 00-0000000
Winthrop Metro Equities Corporation 00-0000000
Winthrop Northeast Properties, Inc. 00-0000000
Winthrop Petersburg Co., Inc. 00-0000000
