SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 30, 1995
ANGELES INCOME PROPERTIES, LTD. V
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-15547 95-4049903
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification
Number)
One Insignia Financial Plaza
Post Office Box 1089
Greenville, South Carolina 29602
(Address of Principal Executive Office)
Registrant's telephone number, including area code (864) 239-1000
Item 2. Acquisition or Disposition of Assets
On November 30, 1995, the Partnership lost University Center Phases I, II and
IV, located at University Avenue, Fridley, Minnesota, 55432. Phases I and II
were lost via a deed in lieu of foreclosure effective November 17, 1995 and
Phase IV was lost through foreclosure effective December 2, 1995. The
properties were lost to Angeles Mortgage Investment Trust ("AMIT").
MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns
1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these Class
B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A
Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1% of the distributions of net cash distributed by AMIT. These Class B
Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 37% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1% of the vote).
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP had declined to vote these shares. Since that date, MAE GP
voted its shares at the 1995 annual meeting in connection with the election of
trustees and other matters. MAE GP has not exerted, and continues to decline to
exert, any management control over or participate in the management of AMIT.
As part of the settlement, MAE GP granted to AMIT an option to acquire the
Class B Shares. This option can be exercised at the end of 10 years or when all
loans made by AMIT to partnerships affiliated with MAE GP as of November 9,
1994, (which is the date of execution of a definitive Settlement Agreement),
have been paid in full, but in no event prior to November 9, 1997. AMIT
delivered to MAE GP cash in the sum of $250,000 at closing, which occurred April
14, 1995, as payment for the option. Upon exercise of the option, AMIT would
remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an
irrevocable proxy in favor of AMIT the result of which is MAE GP will be able to
vote the Class B Shares on all matters except those involving transactions
between AMIT and MAE GP affiliated borrowers or the election of any MAE GP
affiliate as an officer or trustee of AMIT. On these matters, MAE GP granted to
the AMIT trustees, in their capacity as trustees of AMIT, proxies with regard to
the Class B Shares instructing such trustees to vote said Class B Shares in
accordance with the vote of the majority of the Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.
Item 7. Financial Statements and Exhibits
(b) Pro forma financial information
As discussed in "Item 2. Acquisition or Disposition of Assets", University
Center Phases I, II and IV were lost to AMIT. The following unaudited condensed
balance sheet of the Partnership assumes the property had been disposed of at
September 30, 1995.
<TABLE>
<CAPTION>
Pro Forma Balance Sheet
(Unaudited)
September 30, September 30,
1995 Pro Forma 1995
As Reported Adjustments Pro Forma
<S> <C> <C> <C> <C>
Cash $ 442,994 $ (143,193) (1) $ 299,801
Other assets 546,388 (175,943) (1) 370,445
Land 1,351,522 (343,111) (1) 1,008,411
Buildings and related
personal property 7,729,025 (1,384,227) (1) 6,344,798
Total assets $ 10,069,929 $(2,046,474) $ 8,023,455
Accounts payable and
accrued liabilities $ 7,305,167 $(1,153,093) (1) $ 6,152,074
Notes payable 12,936,763 (1,800,000) (1) 11,136,763
Total liabilities 20,241,930 (2,953,093) 17,288,837
Partners' deficit (10,172,001) 906,619 (1) (9,265,382)
Total liabilities and
Partners' deficit $ 10,069,929 $(2,046,474) $ 8,023,455
<FN>
(1) Represents pro forma adjustments to reflect the removal of assets and
liabilities related to the loss of University Center Phases I, II and IV.
</TABLE>
The following pro forma statements of income (loss) assume that University
Center Phases I, II and IV were lost as of September 30, 1995 and December 31,
1994, respectively. The following pro forma statements of income (loss) do not
reflect the gain for financial statement purposes incurred as a result of the
loss.
<TABLE>
<CAPTION>
Pro Forma Statements of Income
(Unaudited)
For the nine months ended
September 30, 1995
As Reported Adjustments Pro Forma
<S> <C> <C> <C>
Total revenue $ 1,729,299 $ (447,712) (2) $ 1,281,587
Operating expenses 510,409 (76,505) (2) 433,904
General and administrative 223,130 -- (2) 223,130
Property management fees 114,611 (44,451) (2) 70,160
Maintenance 189,318 (84,131) (2) 105,187
Depreciation 288,008 (86,400) (2) 201,608
Amortization 20,108 (18,181) (2) 1,927
Interest 1,646,012 (342,197) (2) 1,303,815
Property taxes 333,156 (180,153) (2) 153,003
Bad debt expense 54,365 (54,365) (2) --
Tenant reimbursements (277,167) 171,536 (2) (105,631)
Total expenses 3,101,950 (714,847) 2,387,103
Loss before equity in
income of joint venture
and extraordinary item (1,372,651) 267,135 (1,105,516)
Equity in income of joint
venture 1,122,799 -- 1,122,799
(Loss) income before
extraordinary item (249,852) 267,135 17,283
Extraordinary item -
forgiveness of debt 496,881 -- 496,881
Net income $ 247,029 $ 267,135 $ 514,164
Per limited partnership unit:
(Loss) income before
extraordinary item $ (5.49) $ 5.87 $ .38
Extraordinary item 10.93 -- 10.93
Net income $ 5.44 $ 5.87 $ 11.31
Weighted average number of
units 45,021 45,021 45,021
<FN>
(2) Represents pro forma adjustments to remove revenues and expenses related to
University Center Phases I, II and IV as a result of the loss of these
properties.
</TABLE>
<TABLE>
<CAPTION>
Pro Forma Statements of Loss
(Unaudited)
For the twelve months ended
December 31, 1994
As Reported Adjustments Pro Forma
<S> <C> <C> <C> <C>
Total Revenue $2,267,508 $ (497,857) (2) $ 1,769,651
Operating expenses 826,166 (178,191) (2) 647,975
General and administrative 469,669 -- 469,669
Property management fees 115,089 (28,965) (2) 86,124
Maintenance 195,145 (57,529) (2) 137,616
Depreciation 393,442 (123,157) (2) 270,285
Amortization 23,567 (18,513) (2) 5,054
Interest 2,738,206 (339,870) (2) 2,398,336
Property taxes 427,818 (233,495) (2) 194,323
Bad debt expense 89,609 (91,317) (2) (1,708)
Tenant reimbursements (422,358) 277,656 (2) (144,702)
Total expenses 4,856,353 (793,381) 4,062,972
Loss before equity in
of joint venture and loss
loss on disposal of
property (2,588,845) 295,524 (2,293,321)
Equity in loss of
joint venture (57,898) -- (57,898)
Loss on disposal of
property (21,670) -- (21,670)
Net loss $(2,668,413) $ 295,524 $(2,372,889)
Net loss per limited
partnership unit: $ ( 58.68) $ (6.50) $ (52.18)
Weighted average number of
units 45,021 45,021 45,021
<FN>
(2) Represents pro forma adjustments to remove revenues and expenses related to
University Center Phases I, II and IV as a result of the loss. Certain
reclassifications have been made to the 1994 balances to conform to the
1995 presentation.
</TABLE>
EXHIBIT INDEX
10.22 Agreement for Deed in Lieu of Foreclosure dated October 31, 1995, the
Partnership, Angeles Realty Corporation II and Angeles Mortgage
Investment Trust.
10.23 Bill of Sale and Assignment dated October 31, 1995, by the Partnership
in favor of Angeles Mortgage Investment Trust.
10.24 Assignment of Leases dated October 31, 1995, by the Partnership in favor
of Angeles Mortgage Investment Trust.
10.25 Limited Warranty Deed dated October 31, 1995, by the Partnership to
Angeles Mortgage Investment Trust.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ANGELES PARTNERS XIV
By: Angeles Realty Corporation II
General Partner
By: /s/ Carroll D. Vinson
Carroll D. Vinson
President
By: /s/ Robert D. Long, Jr.
Robert D. Long, Jr.
Controller, Principal Accounting
Officer
Date: December 15, 1995
AGREEMENT FOR DEED IN LIEU OF FORECLOSURE
This AGREEMENT FOR DEED IN LIEU OF FORECLOSURE (this "Agreement") is made
as of October 31, 1995 by and between ANGELES INCOME PROPERTIES, LTD. V, a
California limited partnership ("AIP"), ANGELES REALTY CORPORATION II, a
California corporation ("ARC"), and ANGELES MORTGAGE INVESTMENT TRUST, a
California business trust ("AMIT").
RECITALS
A. ARC is the sole general partner of AIP.
B. AMIT is the holder of a certain judgment against AIP in the original
amount of $451,406.40 dated March 3, 1995, docketed June 7, 1995 in Anoka
County, Minnesota, File No. 02C694010943 ( the "Judgment").
C. AIP is indebted to AMIT, pursuant to that certain Promissory Note
Secured by Deed of Trust in favor of AMIT dated June 29, 1990, in the original
principal amount of $2,600,000 (the "Note").
D. The Judgment constitutes a first lien against certain improved real
property located in Anoka County, Minnesota, legally described as :
Lots 4,5,6,7 and 8, Block 3, University
Industrial Park, according to the recorded
plat thereof,
(the "Property"), which Property is commonly known and referred to as University
Center Phases I and II, located at 7920-7990 University Avenue, Fridley,
Minnesota, 55432.
E. AIP has and asserts no offsets, counter claims or defenses to the
indebtedness evidenced by the Judgment and the Note, each are valid obligations
of AIP, and each are currently due and payable in full.
F. The total amount outstanding on the Judgment as of the date hereof
is $463,559.05, computed as follows:
Principal $451,406.40
Accrued Interest to 10/31/95 12,152.65
Total $463,559.05
G. The total amount outstanding on the Note as of the date hereof is
$3,523,377.63 computed as follows:
Principal $2,600,000.00
Accrued Interest and
Late Penalties to 10/31/95 923,377.63
Total $3,523,377.63
H. AIP has requested that AMIT accept a conveyance by warranty deed,
bill of sale, and other appropriate assignments and instruments of all of the
AIP's right, title and interest, in and to the Property, related personal
property, the name University Center (and derivatives) and all claims, causes of
action, contract rights and other general intangibles related to the Property in
exchange for (i) the satisfaction of the Judgment, (ii) the satisfaction of a
portion of the outstanding amount under the Note, said portion being an amount
equal to $880,000 of accrued and unpaid interest and late penalties (said
portion of the Note in the total amount of $880,000 to be satisfied pursuant to
this Agreement is referred to as the "Satisfied Debt"), and AMIT has agreed to
do so on the terms and subject to the conditions hereinafter set forth.
AGREEMENTS
NOW, THEREFORE, in consideration of the premises and the agreements,
covenants, representations and warranties contained herein and in any other
documents delivered hereunder, and for one dollar and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Recitals. The information contained in the recitals set forth above
is true and correct in all respects and accurately sets forth the facts and
circumstances under which this Agreement has been executed. The recitals are a
part of this Agreement and incorporated herein by reference.
2. Delivery of Documents. On or prior to the date hereof, AIP has
delivered or caused to be delivered to AMIT, as the case may be, all of the
following documents dated such date and in form and substance satisfactory to
AMIT, all duly executed and delivered by all appropriate parties:
2.1 A limited warranty deed (the "Deed") conveying the Property to
AMIT subject only to the matters set forth in Exhibit A hereto (the
"Permitted Encumbrances").
2.2 A bill of sale and assignment (the "Bill of Sale") conveying
to AMIT all tangible and intangible personal property on or related to the
Property and, if any, all warranties and any claims under warranties with
respect to the personal property together with any and all certificates of
title pertaining to such personal property required by law to be
registered or certificated.
2.3 An executed assignment of leases (the "Lease Assignment")
conveying to AMIT all leases pertaining to the Property and, if any, all
guaranties of such leases and all of AIP's rights under the leases and
guaranties, and all security deposits related thereto.
2.4 Abstracts of title to the Property, if any.
2.5 A commitment for an ALTA owner's policy of title insurance
issued by Commonwealth Land Title Insurance Company ("Title") in favor of
AMIT covering the Property in form and substance acceptable to AMIT
whereby Title commits to issue its owner's policy of title insurance in
favor of AMIT, which policy will be free from all standard exceptions and
all other exceptions except for the Permitted Encumbrances and other
exceptions specifically approved by AMIT. AMIT shall be responsible for
payment for this title commitment and any premiums for the final title
insurance policy.
2.6 An as-built survey of the Property, if in the possession of
AIP or its agents.
2.7 A complete set of as-built plans and specifications for the
improvements on the Property (the "Existing Plans"), together with all
proposed plans and specifications (including detailed proposed site plans)
for proposed changes to the Property (the "Proposed Plans"), if in the
possession of AIP or its agents. The Existing Plans and Proposed Plans
all being assigned to AMIT pursuant to the Bill of Sale.
2.8 Copies of all certificates of occupancy, permits and licenses
pertaining to the Property and available in the records of AIP or its
agents.
2.9 Copies of all appraisals related to the Property available in
the records of AIP or its agents.
2.10 Copies of any and all soil tests, engineering studies,
environmental assessments and other information pertaining to the Property
available in the records of AIP or its agents.
2.11 Originals of all leases and related guaranties pertaining to
tenants currently occupying or having rights to occupy any portion of the
Property together with all amendments thereto and all rental payment and
security deposit records and all correspondence pertaining to lease
matters related thereto (the "Lease Files") and, to the extent available
in the records of AIP or its agents, copies of all other leases pertaining
to the Property together with all amendments thereto and all
correspondence pertaining to lease matters related thereto.
2.12 Copies of any and all management agreements, service
contracts, leases of personal property, unrecorded easements, covenants
and restrictions and other agreements related to the Property (the
"Contracts").
2.13 All keys and other entry devices.
2.14 Copies of any and all other documents pertaining to the title,
condition, operation and maintenance of the Property, if any in the
possession of AIP or its agents.
2.15 An incumbency certificate and partnership documents of AIP
including a certified partnership agreement, together with all amendments
thereto, and resolutions of the partnership authorizing this Agreement and
the transactions contemplated hereby executed by the general and limited
partners of AIP as required under the partnership agreement.
2.16 An incumbency certificate and corporate documents of ARC
including certified Articles of Incorporation and Bylaws, a Certificate of
Good Standing issued by the Minnesota Secretary of State, and resolutions
of the corporation authorizing this Agreement and the transactions
contemplated hereby.
2.17 Seller's affidavit of no judgments, mechanic's liens or other
unrecorded interests.
2.18 Certificate of real estate value.
2.19 Internal Revenue Service 1445 certification of nonforeign
status.
2.20 Internal Revenue Service 1099 certification of taxpayer
identification.
2.21 UCC and state and federal tax and judgment lien searches on
AIP and ARC.
2.22 Current financial statement of AIP certified as being true and
correct as of the date delivered.
2.23 Estoppel Certificates from every tenant of the Property.
2.24 $2,916.45 as tenant security deposits.
2.25 Notice letters to every tenant regarding change in ownership
of the Property.
2.26 Termination of existing management agreement.
2.27 Termination of all Contracts, unless specifically assumed by
AMIT, at AMIT's election.
2.28 Current rent roll of the Property, certified as being true and
correct by AIP.
2.29 Such other documents and certificates as may be reasonably
required by Title or AMIT.
Hereinafter, the documents referred to in this Section 2 shall be referred
to collectively as the "Conveyance Documents."
3. Representations and Warranties. In addition to the other
representations and warranties made by them elsewhere in this Agreement or in
any schedules, documents or affidavits delivered hereunder, AIP and ARC each
hereby represent and warrants to AMIT as of the date hereof:
3.1 They are in full compliance with the terms and conditions of
this Agreement.
3.2 None of their representations herein or in any schedule
delivered hereunder is false or misleading in any material respect.
3.3 The valuation of the Property conveyed to AMIT pursuant to the
Conveyance Documents, as established by the Anoka County Assessor, is
$1,481,000. AIP has also obtained a recent appraisal of the Property
which states that the present fair market value of the Property is
$1,350,000. By entering into this Agreement, AMIT has paid full and fair
consideration for the property conveyed pursuant to the Conveyance
Documents.
3.4 AIP has no equity in the property conveyed to AMIT by the
Conveyance Documents.
3.5 Each of them has been represented by independent legal counsel
and such other financial and tax advisors as they have deemed necessary
and have relied on such counsel and advisors with respect to all legal and
tax consequences of the transactions contemplated herein.
3.6 EACH OF THEM HAS BEEN ADVISED AS FOLLOWS WITH RESPECT TO THE
PROPERTY AND THE JUDGMENT: THEY HAVE THE RIGHT TO REQUIRE A FORECLOSURE
SALE OF THE PROPERTY UNDER THE JUDGMENT AND TO REQUIRE A MINIMUM OF SIX
WEEKS PUBLISHED NOTICE OF SUCH SALE; THEY HAVE THE RIGHT TO REQUEST THAT
THE COURT ORDER A DELAY OF THE SALE; THEY MAY BRING A COURT ACTION TO
CONTEST THE FORECLOSURE AND SALE OF THE PROPERTY; FOLLOWING FORECLOSURE
SALE, THEY HAVE THE RIGHT TO REMAIN IN POSSESSION OF THE PROPERTY DURING A
12-MONTH PERIOD OF REDEMPTION; AND THEY (AND EACH OF THEM) HAS VOLUNTARILY
WAIVED EACH RIGHT REFERRED TO ABOVE.
3.7 AIP covenants, represents and warrants that it is the sole
owner of and has good right and lawful authority to sell, transfer, assign
and convey the Property pursuant to the terms hereof free and clear of all
mortgages, liens, pledges, claims, charges, easements, rights of way,
covenants, conditions, restrictions, encumbrances and any other matters
affecting title thereto except for the Permitted Encumbrances and will
defend the title to the Property against all claims and demands whatsoever
not specifically excepted as Permitted Encumbrances.
3.8 AIP is a limited partnership duly organized, validly existing
and in good standing under the laws of the State of California and has the
power, authority, permits, consents, authorizations and licenses necessary
to execute, deliver and perform this Agreement and the Conveyance
Documents. ARC is the sole general partner of AIP. All consents of the
general and limited partners of AIP necessary to authorize the execution,
delivery and performance of this Agreement and the Conveyance Documents
have been duly obtained and are in full force and effect. This Agreement
and the Conveyance Documents have been duly authorized, executed and
delivered by and on behalf of AIP so as to constitute the valid and
binding obligations of AIP enforceable in accordance with their terms.
3.9 ARC is a corporation duly organized, validly existing and in
good standing under the laws of the State of California and has all power,
authority, permits, consents, authorizations and licenses necessary to
execute, deliver and perform this Agreement and the Conveyance Documents.
All resolutions of the directors and shareholders of ARC necessary to
authorize the execution, delivery and performance of this Agreement and
the Conveyance Documents have been duly adopted and are in full force and
effect. This Agreement and the Conveyance Documents have been duly
authorized, executed and delivered by and on behalf of ARC so as to
constitute the valid and binding obligations of ARC enforceable in
accordance with their terms.
3.10 There is no provision in any indenture, contract or agreement
to which any one or more of them is a party or by which they or any one of
them is bound and, to the best of their knowledge, no law, statute,
ordinance, rule, regulation or restriction, or order of any court or
administrative agency to which they or any one of them is subject or by
which they or any one of them is bound, which prohibits the execution and
delivery of this Agreement, the Conveyance Documents, or the performance
and observance of terms, covenants or conditions of this Agreement or any
of the Conveyance Documents.
3.11 Any and all financial statements heretofore delivered to AMIT
by or on behalf of any one or more of them are true and correct in all
material respects, and fairly represent the financial condition of the
subjects thereof as of the respective dates thereof. No material change
has occurred in the financial condition reflected in the most recent
financial statement of any one or more of them since the respective dates
of the most recent financial statement delivered by each. None of the
aforesaid financial statements or any certificate or statement furnished
to AMIT by or on behalf of any one or more of them in connection with this
Agreement or any of the Conveyance Documents contains any untrue statement
of a material fact or omits a material fact necessary in order to make the
statements contained therein taken as a whole, not misleading.
3.12 None of them has received notice of any actions, suits,
proceedings or investigations commenced or, to the best of their
knowledge, threatened against them or any one of them or the Property in
any court or before any federal, state, municipal or other governmental
agency and they (and each of them) are not in default with respect to any
order of any court or governmental agency.
3.13 They (and each of them) will cooperate with AMIT in collecting
the rents and accounts assigned to AMIT pursuant to the terms of the
Conveyance Documents including, without limitation, by providing
witnesses, documentation and/or any additional information necessary to
effectuate the collection of the rents and accounts by AMIT.
3.14 To the best of their knowledge, the Property does not violate
any federal, state, local or other governmental law, ordinance or
regulation including, without limitation, any environmental, building,
zoning, health, safety, planning or subdivision law, ordinance or
regulation, or any applicable private restriction. No notice of the
violation of any said laws, ordinances, regulations or restrictions has
been received by either of them. Neither of them has notice, information
or knowledge of any change contemplated in any applicable law, ordinance,
regulation or restriction, any notice of pending or threatened
condemnation, zoning change or any judicial, administrative, governmental
or quasi-governmental action or any action by adjacent landowners which
could have a materially adverse affect on the Property.
3.15 There are no outstanding or unpaid claims, actions or causes
of actions related to any transaction or obligation entered into or
incurred by any one or more of them with respect to the Property. Except
for the specific unpaid claims listed on Schedule 1 that AMIT has agreed
to assume, they and each of them agree that they will satisfy or make
arrangements to satisfy all other unpaid claims listed on Schedule 1 and
any other outstanding claims related to the Property, whether or not
listed on Schedule 1, before they become a lien on the Property. They and
each of them hereby agree to indemnify and hold harmless AMIT from any and
all loss related to any such claims except the claims AMIT has agreed to
assume.
3.16 AIP has turned over to AMIT any and all funds on deposit in
any account or otherwise held by AIP or its agents and all instruments,
judgments, agreements and other property constituting rents, revenues and
other income (including, without limitation, tenant security deposits,
insurance proceeds, tax refunds or other rebates or reimbursements and
judgment or settlement awards) generated by the Property for any and all
occupancy of the Property after the date hereof. If, at any time in the
future, AIP receives any cash, instruments or other property constituting
rents, revenues or other income related to or generated by the Property,
regardless of the period from which said amounts relate, AIP will hold the
same in trust for AMIT and will forthwith pay and deliver all such cash,
instruments, and other property to AMIT in the form received duly endorsed
or assigned to AMIT. AIP and ARC each agree that as of the date hereof
they have no interest in or claim to any such funds, instruments,
judgments, agreements or other property constituting past, present or
future rents, revenues or other income generated by the Property.
3.17 On or prior to the date hereof, AIP and ARC have turned over
to AMIT the originals of all current leases and related guaranties, if
any, pertaining to the Property together with all amendments thereto and
all correspondence related thereto. AIP and ARC each represent and
warrant that there are no other current leases and no amendments to
current leases and no correspondence or other documentation related to the
leases (including, without limitation, non-disturbance agreements, notices
with respect to exercise of options, existence of defaults or other
notices or letters of intent) that have not been turned over to AMIT.
3.18 On or prior to the date hereof, AIP and ARC delivered to AMIT
the originals (or, if originals were not available, copies) of all
management agreements, service contracts, leases of personal property,
unrecorded easements, covenants and restrictions and all other agreements
related to the Property. AIP and ARC each represent and warrant that
there are no other management agreements, service contracts, leases of
personal property, unrecorded easements, covenants or restrictions or
other agreements related to the Property that have not been turned over to
AMIT.
3.19 As of the date hereof AIP is not in default under any leases,
service contracts, easements, or restrictive covenants pertaining to the
Property and there were no outstanding obligations under any such
documents to be performed by AIP.
3.20 There are no actions, suits, proceedings or investigations
pending or, to the knowledge of any of them threatened against AIP or the
Property in any court or before any federal, state, municipal or other
governmental agency.
3.21 The rent roll provided to AMIT pursuant to Section 2.28 hereof
is complete, true and correct.
3.22 To the best of their knowledge, there are no Hazardous
Substances in or upon the Property originating from any source and no
violation of any Environment Law relating to the Property. "Hazardous
Substance" means any material, waste, substance, pollutant or contaminant
which may or could pose a risk of injury or a threat to health or the
environment including, without limitation, polychlorinated biphenyls,
petroleum or petroleum products, asbestos in any form or asbestos
containing materials, flammable explosives, radioactive materials, radon
gas, urea formaldehyde, foam insulation or products and those substances
included within the definitions of "hazardous substance," "hazardous
waste," "hazardous material," "toxic substance," "solid waste,"
"pollutant" or "contaminate" in or otherwise regulated by any federal,
state or local laws, ordinances or regulations. "Environmental Law" means
any federal, state or local law, ordinance or regulation pertaining to
health, industrial hygiene, or the regulation or protection of the
environment, including ambient air, soil, groundwater, surface water
and/or land use.
All of the representations and warranties made hereunder are true and
correct and all information provided to AMIT by the other parties in connection
with this Agreement has not and does not contain any statement which, at the
time and in light of the circumstances under which it was made, would be false
or misleading with respect to any material fact or would omit any material fact
necessary in order to make any such statement contained therein not false or
misleading in any material respect. If any of said parties subsequently
obtains knowledge that any such representation or warranty was or is untrue,
such party shall immediately notify AMIT as to the untrue nature of said
representation and agree to take such action as may be necessary to cause such
representation to become true.
4. Satisfaction of Obligations. In consideration of the delivery of
the documents set forth in Section 2 and in reliance on the representations and
warranties of AIP and ARC set forth herein and the due performance by such
persons of the obligations set forth herein, AMIT, for itself and its successors
and assigns, satisfies (i) the Judgment, and (ii) the Satisfied Debt. AMIT's
satisfaction of the Satisfied Debt does not nor shall it be deemed to discharge
the remaining indebtedness evidenced by the Note, which remaining unsatisfied
indebtedness on the date hereof is $2,643,377.63. In addition, AIP and ARC have
obligations to AMIT separate and apart from the Judgment and the Note. The
parties hereby acknowledge and agree that the satisfaction set forth in this
Section 4 does not release or affect in any way the liability of such persons or
entities to AMIT other than under the Judgment and the Satisfied Debt.
The satisfaction as set forth above is expressly conditioned on the
following:
4.1 Full compliance by AIP and ARC with the terms of this
Agreement.
4.2 No representation of AIP and ARC made in this Agreement or any
of the documents required to be delivered under this Agreement shall prove
to be false in any material respect.
4.3 The financial statements delivered in connection with this
Agreement accurately and completely reflect the assets and liabilities of
each respective person or entity.
4.4 AMIT shall not be required to restore to any person or entity
for any reason all or any part of the property it has received pursuant to
the Conveyance Documents.
In the event the above conditions are not met, the indebtedness and
liability of each person and entity shall automatically be revived, reinstated
and restored.
5. Release. As an inducement to AMIT to enter into this Agreement and
in consideration of AMIT's satisfaction of indebtedness under Section 4 hereof
and effective upon execution of this Agreement:
5.1 AIP (for itself and each of its limited partners, agents and
employees), ARC (for itself and its officers, directors, shareholders,
agents and employees), and the personal representatives, heirs, successors
and assigns of any and all of the foregoing (collectively, the "Releasing
Parties") each hereby releases, acquits and forever discharges AMIT, its
parent, affiliates, officers, employees, directors, agents,
representatives, attorneys, insurers, predecessors and their respective
personal representatives, successors and assigns (collectively, the
"Released Parties") of and from, any and all manner of action or causes of
action, suits, claims, damages, judgments and liabilities, whether known
or unknown, liquidated or unliquidated, fixed, contingent, direct or
indirect, which the Releasing Parties (or any of them) may in the past
have asserted, may now assert or may in the future assert against the
Released Parties (or any of them) under or with respect to the Judgment or
the Note or any document related thereto or referred to therein or with
respect to any actions or inactions regarding the Property or any leases
or proposed sales of any of the Property.
5.2 Each of the Releasing Parties acknowledge that (i) it has
agreed to enter into the foregoing release freely and voluntarily upon its
own information and investigation; (ii) it is aware that its attorneys may
discover facts different from or in addition to the facts that they now
know or believe to be true with respect to the subject matter of the
foregoing release; and (iii) it is its intention to (and upon execution of
this Agreement, its release shall) fully, finally, absolutely and forever
settle any and all claims, disputes and differences which now exist, may
exist or have ever existed in favor of the Releasing Parties (or any of
them) against the Released Parties (or any of them). The foregoing
release shall operate as a full and complete release between the parties
notwithstanding the discovery of any different or additional facts.
6. Receiver. As a further inducement to AMIT to enter into this
Agreement and in consideration of AMIT's satisfaction of the indebtedness under
Section 4 hereof, AIP hereby acknowledges and agrees that it assets no claim,
right, title or interest in and to any funds now or hereafter held by Walter W.
Klus, court appointed receiver for the shopping center property known as
University Center Phase IV, located in Spring Lake Park, Minnesota, which
receivership was created pursuant to the Order of the Anoka County District
Court dated October 17, 1994 in the action entitled "Angeles Mortgage Investment
Trust vs. Angeles Income Properties, Ltd. V", Court File No. C6-94-10943. In
connection with the receivership, and in consideration of the foregoing, AIP
shall on or before the date hereof execute and deliver or cause to be executed
and delivered by its lawyers, a form of stipulation for discharge of temporary
receiver in the form of Exhibit B attached hereto. It is expressly acknowledged
and understood that the relinquishment by AIP of all rights and any amounts held
by the receiver and the entry of the order and the stipulation and entry of
order for the discharge of the receiver is conditioned upon AIP's nonredemption
of the premises from the mortgage foreclosure sale described in the attached
Stipulation. In the event AIP redeems the premises from the said foreclosure
sale on or before December 1, 1995, then all amounts held by the receiver shall
be disbursed in accordance with Court order and in accordance with Minnesota
foreclosure and receivership law.
7. Miscellaneous.
7.1 Choice of Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota. AIP and
ARC each hereby consents to the personal jurisdiction of the state and
federal courts located in the State of Minnesota in connection with any
controversy related to this Agreement.
7.2 Integration. This Agreement from and after the date hereof
supersedes, and has merged into it, all prior oral and written offers,
negotiations, understandings or agreements on the same subjects by or
between the parties hereto with the effect that this Agreement shall
control. Prior drafts of this Agreement may not be introduced as evidence
in any subsequent proceeding involving the parties or any of them.
7.3 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed
to be an original and all of which taken together shall constitute but one
and the same instrument.
7.4 Binding Agreement. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective personal
representatives, heirs, successors, and assigns, except that AIP and ARC
shall not have the right to assign its or their rights hereunder or any
interest herein without the prior written consent of AMIT.
7.5 Amendments. No amendment or modification of this Agreement
shall be effective unless in writing signed by all parties hereto and no
waiver or consent to any departure of any provision hereof by AIP and ARC
of any of the provisions of this Agreement shall be effective unless the
same shall be in writing and signed by AMIT and then shall be effective
only in the specific instance and for the specific purpose for which
given.
7.6 Exclusive Benefit. This Agreement represents a personal
concession to AIP and ARC only for the sole and exclusive benefit of the
parties hereto and nothing contained herein shall be deemed to confer any
right or benefit on any other person not a party hereto.
7.7 Construction. The captions and headings of the various
sections of this Agreement are for convenience only and shall not be
deemed a part of this Agreement and shall not be construed as defining or
as limiting in any way the scope or intent of the provisions hereof.
Wherever the context requires or permits, the singular shall include the
plural and the plural shall include the singular and the masculine,
feminine and neuter shall be freely interchangeable.
7.8 Certain Expenses. AMIT agrees to pay the closing costs of
this transaction, including but not limited to any updated survey,
appraisal report, title insurance premium, transfer taxes, real estate
taxes and AMIT's legal fees; provided, however, that no expenses incurred
by AIP or ARC shall be paid by AMIT unless previously approved in writing
by AMIT.
IN WITNESS WHEREOF, this Agreement has been executed as of the date and
year first above written.
AIP: ANGELES INCOME PROPERTIES, LTD. V,
a California limited partnership
By ANGELES REALTY CORPORATION II,
a California corporation, general partner
By /s/ Robert D. Long, Jr.
Its CAO/Controller
ARC: ANGELES REALTY CORPORATION II, a
California corporation
By /s/ Robert D. Long, Jr.
Its CAO/Controller
AMIT: ANGELES MORTGAGE INVESTMENT
TRUST, a California business trust
By /s/ Ann Merguerian
Ann Merguerian, Vice President
EXHIBIT A
(Permitted Encumbrances)
1. The lien of real estate taxes and special assessments due and payable in
the year 1995, and, as it relates to Lots 7 and 8, Block 3, University
Industrial Park, the lien of real estate taxes and special assessments due
and payable in the year 1994.
2. The rights of tenants, as tenants only, in possession under unrecorded
leases.
3. Special Use Permit filed July 6, 1984 as Document No. 647530.
4. Easements contained in agreement dated January 8, 1982, and recorded on
January 14, 1982 as Document No. 584513.
5. Easements contained in agreement dated February 23, 1983, and recorded on
March 25, 1983 as Document No. 609870.
6. License for parking dated January 31, 1985, recorded on February 13, 1985
as Document No. 665536.
SCHEDULE 1
BILL OF SALE AND ASSIGNMENT
This Bill of Sale and Assignment made this as of the 31st day of October,
1995, by Angeles Income Properties, Ltd. V, a California limited partnership
("AIP"), in favor of Angeles Mortgage Investment Trust, a California business
trust ("AMIT").
In consideration of $1.00 and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, AIP sells, conveys and
assigns to AMIT the following described property located at or related to that
certain shopping center known as University Center Phase I and II situated on
certain real property legally described on Exhibit A attached hereto (the "Real
Estate"), which property is more particularly described as follows:
1. All equipment, furniture, fixtures, vehicles, maintenance equipment,
cleaning supplies, improvements, building supplies and materials and personal
property owned by AIP now or hereafter attached to, located in, placed in or
necessary to the use, operation, or maintenance of the Real Estate, all plans,
specifications and drawings relating to the Real Estate or improvements thereon,
as well as all renewals, replacements, proceeds, additions, accessories,
increases, parts, fittings, insurance payments, awards and substitutes thereof.
2. All rents, issues, income, revenues, receipts, fees and profits now
due or which may hereafter become due under or by virtue of any lease, license,
sublease, contract or other kind of occupancy agreement, whether written or
verbal, for the use or occupancy of the Real Estate or any part thereof,
together with all security therefor and all monies payable thereunder, and all
books and records which contain information pertaining to payments made
thereunder or as security therefore.
3. All awards, compensation or settlement proceeds made by any
government or lawful authorities for the threatened or actual taking or damaging
by eminent domain the whole or any part of the Real Estate.
4. All right, title and interest of AIP in and to any licenses,
permits, regulatory approvals and government authorizations arising from, issued
in connection with or anyway related to the use, occupancy, operation,
maintenance or security of the Real Estate, together with all replacements,
additions, substitutions and renewals thereof, which may be assigned pursuant to
agreement or law.
5. All accounts receivable, chattel paper, general intangibles,
instruments, and all proceeds therefrom, whether cash or non cash, derived by
AIP from the use, occupancy or operation of the Real Estate, including without
limitation, all third party payments, contract rights and rights to payments
arising out of the operation of the improvements located on the Real Estate.
AIP represents and warrants that it is the sole owner of and has good
right and lawful authority to sell, transfer, assign and convey the property
described herein, subject to any and all liens and encumbrances of record, and
will defend the title thereto against all claims and demands of any persons or
entities claiming the same from or through AIP.
AMIT hereby agrees to assume the responsibilities and obligations of AIP
which arise or accrue after the date hereof under those contracts specifically
described on Exhibit B attached hereto. Except for those contracts so assumed
by AMIT, it is understood and agreed that the assignment of any other contracts
or other rights hereunder may be rejected by AMIT at any time, and if any such
rejection of any such rights or contracts is made by AMIT, it shall be deemed as
though no such assignment of such rejected contracts or rights had been made by
AIP to AMIT. It is expressly understood and agreed that AMIT shall have no
liability or obligation to perform or discharge any obligation, duty or
liability under any contract, lease, sublease, license, permit or agreement
described herein.
Date: As of October 31, 1995 ANGELES INCOME PROPERTIES,
LTD. V, a California limited
partnership
By: ANGELES REALTY CORPORATION
II, a California
corporation, general
partner
By: /s/ Robert D. Long, Jr.
Its: CAO/Controller
STATE OF SOUTH CAROLINA )
) ss:
COUNTY OF GREENVILLE )
The foregoing instrument was acknowledged before me this 14th day of
November, 1995, by Robert D. Long, Jr. the CAO/Controller of Angeles Realty
Corporation II, a California corporation, general partner of Angeles Income
Properties, Ltd. V, a limited partnership under the laws of California, on
behalf of the limited partnership.
/s/ Antoinette M. Wolf
Notary Public
EXHIBIT A
Lots 4, 5, 6, 7 and 8, Block 3, University Industrial Park, Anoka County,
Minnesota.
ASSIGNMENT OF LEASES
Angeles Income Properties, Ltd. V, a California limited partnership
(Assignor), in consideration of the sum of One Dollar ($1.00) and other good and
valuable consideration to it in hand paid by Angeles Mortgage Investment Trust,
a California business trust (Assignee), does hereby sell, assign, transfer, set
over, and convey unto Assignee, its successors and assigns, forever, any and all
leases and tenancies pertaining to that certain shopping center property located
at 7920-7990 University Avenue, Fridley, Minnesota 55432, the legal description
of which is Lots 4, 5, 6, 7 and 8, Block 3, University Industrial Park, Anoka
County, Minnesota, for the period and subject to the rents and conditions in
said leases contained, together with all the rights, title, and interest of
Assignor in and to said land and the buildings and improvements thereon.
Assignor warrants and represents that the only persons or entities having
rights to occupancy of any portion of the said land, building and improvements
are those tenants listed on Exhibit A attached hereto and that the lease
agreements pursuant to which said tenants occupy said property and all
amendments thereto are described on said Exhibit A and that there are no oral
agreements modifying, altering or extending the terms thereof.
Assignor does hereby covenant with Assignee that Assignor is the owner of
said leases, tenancies and leasehold interests and the said buildings and
improvements and has good right to sell and convey the same as aforesaid,
subject to any liens and encumbrances of record, and that Assignor will warrant
and defend the quiet and peaceful possession of Assignee, its successors and
assigns, against all persons claiming the whole or any part thereof.
Assignor has signed and delivered this Assignment as of the 31st day of
October, 1995.
Angeles Income Properties, Ltd. V, a
California limited partnership
By: Angeles Realty Corporation II, a
California corporation, general
partner
By /s/ Robert D. Long, Jr.
Its CAO/Controller
STATE OF SOUTH CAROLINA )
) ss.
COUNTY OF GREENVILLE )
The foregoing instrument was acknowledged before me this 14th day of
November, 1995, by Robert D. Long, Jr., the CAO/Controller of Angeles Realty
Corporation II, a California corporation, general partner of Angeles Income
Properties, Ltd. V, a limited partnership under the laws of California, on
behalf of the limited partnership.
/s/ Antoinette M. Wolf
Notary Public
Drafted by:
BRIGGS AND MORGAN, P.A. (DGG)
2200 First National Bank Building
St. Paul, Minnesota 55101
(612) 223-6636
LIMITED WARRANTY DEED Form No. 23-M
Corporation or Partnership to
Corporation or Partnership
No delinquent taxes and transfer entered;
Certificate of Real Estate Value ( )
filed ( ) not required Certificate of Real
Estate Value No. , 19
County Auditor
by
Deputy
STATE DEED TAX DUE HEREON: $
(reserved for recording data)
Date: As of October 31, 1995
FOR VALUABLE CONSIDERATION, Angeles Income Properties, Ltd. V,
a limited partnership under the laws of California ,
Grantor, hereby conveys and quitclaims to Angeles Mortgage Investment Trust
, Grantee, a business trust under the laws of California ,
real property in Anoka County, Minnesota, described as follows:
Lots 4, 5, 6, 7 and 8, Block 3, University Industrial
Park, according to the recorded plat thereof,
together with all hereditaments and appurtenances belonging thereto, subject to
the following exceptions:
Those "Permitted Encumbrances" described on Exhibit A attached hereto.
Grantor covenants and represents that:
(1) This Deed conveys after-acquired title; and
(2) Grantor has not made, done, executed or suffered any act or thing whereby
the above-described property or any part thereof, now or at any time
hereafter, shall or may be imperiled, charged or incumbered in any manner,
and Grantor will warrant the title to the above-described property against
all persons claiming the same from or through Grantor as a result of any
such act or thing.
Grantor certifies that Grantor does not know of any wells located on the
described real property.
Angeles Income Properties, Ltd. V, a
California limited partnership
Affix Deed Tax Stamp Here By: Angeles Realty Corporation II, a
California corporation, general partner
By: /s/ Robert D. Long, Jr.
Its: CAO/Controller
STATE OF SOUTH CAROLINA )
) ss.
COUNTY OF GREENVILLE )
The foregoing instrument was acknowledged before me this 14th day of
November, 1995, by Robert D. Long, Jr., the CAO/Controller of Angeles Realty
Corporation II, a California corporation, general partner of Angeles Income
Properties, Ltd. V, a limited partnership under the laws of California, on
behalf of the limited partnership.
NOTARIAL STAMP OR SEAL (OR OTHER /s/ Antoinette M. Wolf
TITLE OR RANK) SIGNATURE OF PERSON TAKING ACKNOWLEDGMENT
Tax Statements for the real property
described in this instrument should
be sent to (include name and address
of Grantee):
Angeles Mortgage Investment Trust
340 North Westlake Boulevard
Suite 230
Westlake Village, CA 91362
THIS INSTRUMENT WAS DRAFTED BY
(NAME AND ADDRESS):
BRIGGS AND MORGAN, P. A. (DGG)
2200 First National Bank
Building
St. Paul, Minnesota 55101
(612) 223-6636
