EXHIBIT 7.1
PURCHASE AGREEMENT
This PURCHASE AGREEMENT (this "Agreement"), dated as of August 31,
2004, is by and between AIMCO PROPERTIES, L.P., a Delaware limited partnership
("AIMCO Properties"), and AIMCO/BETHESDA HOLDINGS ACQUISITIONS, INC., a Delaware
corporation ("AIMCO/Bethesda").
WITNESSETH:
WHEREAS, AIMCO Properties owns 162,564 units of limited partnership
interest (the "Interest") in Secured Income L.P., a Delaware limited partnership
(the "Partnership"), and desires to sell the Interest, in each case subject to
any liabilities, obligations, claims, liens, options, charges, pledges,
encumbrances and restrictions of any kind or nature whatsoever ("Liens"), for
the consideration set forth below to be paid or issued by AIMCO/Bethesda; and
AIMCO/Bethesda desires to exchange such consideration for the Interest on the
terms and conditions set forth herein;
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the adequacy, receipt, and sufficiency of which are
acknowledged, the parties agree as follows:
SECTION 1. SALE OF INTEREST. AIMCO Properties hereby sells, transfers,
conveys and delivers, effective as of August 31, 2004 (the "Effective Date"):
(i) the Interest; (ii) all of the Interest Owner's right, title and interest in
and to all allocations of profit and loss on account of the Interest on and
after the Effective Date; and (iii) all of the Interest Owner's right, title and
interest in and to any and all distributions made or to be made on account of
the Interest on and after the Effective Date, regardless of when declared; in
each case subject to any Liens to AIMCO/Bethesda in exchange for $2,273,237.42
as evidenced by a promissory note issued by AIMCO Properties (the "Purchase
Price").
AIMCO/Bethesda will issue and deliver to AIMCO Properties the Purchase
Price as promptly as practicable after the execution and completion of this
Agreement by AIMCO Properties.
SECTION 2. REPRESENTATIONS AND WARRANTIES. Each party hereby represents
and warrants to the other that this Agreement has been duly authorized,
executed, and delivered by such party and constitutes its legal, valid, and
binding obligation, enforceable against it in accordance with its terms.
SECTION 3. MISCELLANEOUS. This Agreement contains the entire
understanding of the parties with respect to its subject matter. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to its subject matter. This Agreement will be governed by, and construed
and enforced in accordance with, the laws of the State of Colorado, without
reference to the conflict of law provisions thereof. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an original.
Any party may deliver an executed copy of this Agreement by facsimile
transmission to another party and such delivery shall have the same force and
effect as any other delivery of a manually signed copy of this Agreement.
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IN WITNESS WHEREOF, this Agreement has been executed by AIMCO
Properties and AIMCO/Bethesda as of the date first above written.
AIMCO PROPERTIES, L.P.
BY: AIMCO-GP INC., GENERAL PARTNER
By:
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Name: Xxxxxx Xxxx
Title: Senior Vice President
AIMCO/BETHESDA HOLDINGS ACQUISITIONS, INC.
By:
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Name: Xxxxxx Xxxx
Title: Senior Vice President
