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Exhibit 10.1
PURCHASE AND SALE AGREEMENT
DATED AS OF
December 5, 2000
BETWEEN
N'TANDEM TRUST
AND
WINDSOR PARK PROPERTIES 5,
A CALIFORNIA LIMITED PARTNERSHIP
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PURCHASE AND SALE AGREEMENT
PURCHASE AND SALE AGREEMENT, dated December 5, 2000 between N'Tandem
Properties L.P., a Delaware limited Partnership (the "Buyer"), N'Tandem Trust,
an unincorporated California business trust and the sole general partner of the
Partnership ("N'Tandem"), and Windsor Park Properties 5, A California Limited
Partnership (the "Seller"), relating to the purchase by the Buyer from the
Seller of certain real property and ownership interests in real property, as
more particularly described herein. The Buyer and the Seller hereby agree as
follows:
ARTICLE I
PURCHASE OF PROPERTY AND OWNERSHIP INTERESTS
1.1 Purchase of Property and Ownership Interests. At the Closing described
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in Paragraph 2.1, the Buyer will purchase the real properties owned in
fee simple (the "Properties") and the ownership interests in real
properties (the "Ownership Interests") described in Exhibit A hereto,
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and the Seller shall transfer the Properties and Ownership Interests
to the Buyer free and clear of all liens (the "Sales").
1.2 Purchase Price. The aggregate purchase price for the Properties and
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the Ownership Interests is $9,017,000, which represents the aggregate
appraised value of the Properties and the Ownership Interests less the
aggregate discount applicable to the Ownership Interests, and is
subject to the adjustments set forth in this Paragraph 1.2. (as so
adjusted, the "Purchase Price"). To the extent that any Property, or
any real property underlying any Ownership Interest (each, an
"Underlying Property"), fails to be free and clear of all mortgage
indebtedness and/or other liens, the Buyer shall receive at the
Closing a credit against the Purchase Price (i) in the case of
mortgage indebtedness and/or other liens encumbering any Property as
of the closing date, in an amount equal to such mortgage indebtedness
and/or other liens (or in the case of mortgage indebtedness and/or
other liens relating to any Property encumbering more than one real
property, in an amount equal to the product of the amount of such
mortgage indebtedness and/or other liens times the ratio that the
appraised value of such Property bears to the aggregate appraised
values of all real properties encumbered by such mortgage indebtedness
and/or other liens), and (ii) in the case of mortgage indebtedness
and/or other liens encumbering any Underlying Property as of the
closing date, in an amount equal to such mortgage indebtedness and/or
other liens (or in the case of mortgage indebtedness and/or other
liens relating to an Underlying Property encumbering more than one
real property, in an amount equal to the product of the amount
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of such mortgage indebtedness and/or other liens times the ratio that
the appraised value of such Underlying Property bears to the aggregate
appraised values of all real properties encumbered by such mortgage
indebtedness and/or other liens) times the percentage ownership of
such Underlying Property allocable or attributable to the Ownership
Interest.
ARTICLE II
THE CLOSING
2.1 Time and Place of Closing. The closing (the "Closing") of the purchase
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of the Properties and the Ownership Interests will take place at the
offices of LandAmerica National Commercial Services, 3636 North
Central Avenue, Suite 350, Phoenix, Arizona, at 2:00 P.M. Phoenix
time, on December 5, 2000 or such other date as may be agreed to by
the Buyer and the Seller (the "Closing Date").
2.2 Seller's Actions at Closing. At the Closing, the Seller shall deliver
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to the Buyer (i) deeds of conveyance in proper form for recording
relating to the Properties and the Town & Country Estates Ownership
Interest, (ii) an Assignment Agreement, in form and substance
satisfactory to the Buyer, assigning to the Buyer all of the Seller's
right, title and interest in and to the Apache East, Denali Park
Estates, Rancho Margate and Winter Haven Ownership Interests, and
(iii) such other documents and instruments, and take such other
action, as may be necessary or desirable to effect the transfer of the
Properties and the Ownership Interests to the Buyer, in accordance
with this Agreement.
2.3 Buyer's Actions at Closing. At the Closing, the Buyer will deliver to
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the Seller a certified or bank cashier's check, or evidence of a wire
transfer of immediately available funds to an account specified by the
Seller at least 24 hours before the Closing, in an amount equal to the
Purchase Price.
2.4 Closing Costs. With respect to the Properties and the Ownership
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Interests, the Seller shall pay at the Closing such closing costs as
are customarily paid by sellers of real property in Colorado. The
Buyer shall be responsible for all other closing costs relating to the
transfer of the Properties and the Ownership Interests payable at the
Closing.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 Buyer's Representations and Warranties. The Buyer represents and
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warrants to the Seller as follows:
(a) The Buyer is a limited partnership duly formed and validly existing
under the laws of the State of Delaware.
(b) The Buyer has all trust power and authority necessary to enable it to
enter into this Agreement and carry out the transactions contemplated
by this Agreement. All partnership actions necessary to authorize the
Buyer to enter into this Agreement and carry out the transactions
contemplated by it have been taken. This Agreement has been duly
executed by the Buyer and is a valid and binding agreement of the
Buyer, enforceable against the Buyer in accordance with its terms.
ARTICLE IV
ACTIONS PRIOR TO THE CLOSING
4.1 Activities Until Closing Date. From the date of this Agreement to the
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Closing Date, the Seller will, except with the written consent of
N'Tandem or the Buyer, operate its businesses in the ordinary course
and in a manner consistent with the manner in which they are being
operated at the date of this Agreement.
4.2 Seller's Efforts to Fulfill Conditions. The Seller will use its best
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efforts to cause all the conditions set forth in Paragraph 5.1 to be
fulfilled prior to or at the Closing.
4.3 Buyer's Efforts to Fulfill Conditions. The Buyer will use its best
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efforts to cause all the conditions contained in Paragraph 5.1 to be
fulfilled prior to or at the Closing.
ARTICLE V
CONDITIONS PRECEDENT TO CLOSING
5.1 Conditions to Buyer's Obligations. The obligations of the Buyer at the
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Closing are subject to the approval of the Sales by the holders of not
less than a majority of the issued and outstanding units of limited
partner interest of the Seller.
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ARTICLE VI
TERMINATION
6.1 Right to Terminate. This Agreement may be terminated at any time prior
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to the Closing:
(a) By mutual consent of N'Tandem, the Buyer and the Sellers;
(b) By either the Buyer or the Seller if, without fault of the terminating
party, the Closing does not occur on or before March 31, 2001; or
(c) By the Buyer or the Seller if the condition in Paragraph 5.1 is not
satisfied on or before the Closing Date.
6.2 Effect of Termination. If this Agreement is terminated pursuant to
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Paragraph 6.1, after this Agreement is terminated, no party hereto
will have any further rights or obligations under this Agreement.
Nothing contained in this Paragraph will, however, relieve any party
of liability for any breach of this Agreement which occurs before this
Agreement is terminated.
ARTICLE VII
GENERAL
7.1 Expenses. Except as otherwise provided herein, the Buyer and the
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Seller will each pay its own expenses in connection with the
transactions which are the subject of this Agreement, including legal
fees.
7.2 Entire Agreement. This Agreement and the documents to be delivered in
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accordance with this Agreement contain the entire agreement between
the Buyer and the Seller relating to the transactions which are the
subject of this Agreement. There are no representations, warranties,
understandings or agreements concerning the transactions which are the
subject of this Agreement other than those expressly set forth herein
and therein.
7.3 Captions. The captions of the articles and paragraphs of this
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Agreement are for reference only and do not affect the meaning or
interpretation of this Agreement.
7.4 Assignments. Neither this Agreement nor any right of any party under
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it may be assigned.
7.5 Notices and Other Communications. Any notice or other communication
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under this Agreement must be in writing and will be deemed given when
delivered in person or sent by facsimile (with proof of receipt at the
number to which it is required to be sent), or on
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the third business day after the day on which mailed by first class
mail from within the United States of America, to the following
addresses (or such other address as may be specified after the date of
this Agreement by the party to which the notice or communication is
sent):
If to the Seller:
Windsor Park Properties 5, A California
Limited Partnership
6160 South Syracuse Way
Greenwood Village, Colorado 8011
If to the Buyer:
N'Tandem Trust
N'Tandem Properties L.P.
6160 South Syracuse Way
Greenwood Village, Colorado 8011
with a copy to:
Clifford Chance Rogers & Wells LLP
200 Park Avenue
New York, New York 10166
Facsimile: (212) 878-8375
Attention: Jay L. Bernstein, Esq.
7.6 Governing Law. This Agreement will be governed by, and construed
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under, the substantive laws of the State of Colorado.
7.7 Amendments. This Agreement may be amended only by a document in
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writing signed by both the Buyer and the Seller.
7.8 Counterparts. This Agreement may be executed in two or more
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counterparts, some of which may be signed by fewer than all the
parties or may contain facsimile copies of pages signed by some of the
parties. Each of those counterparts may contain the signatures of
fewer than all the parties or may contain facsimile copies of pages
signed by some of the parties. Each of those counterparts will be
deemed to be an original, but all of them together will constitute one
and the same agreement.
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IN WITNESS WHEREOF, the Buyer and the Seller have executed this Agreement,
intending to be legally bound by it, on the day shown on the first page of this
Agreement.
SELLER:
WINDSOR PARK PROPERTIES 5,
A California Limited Partnership
By: The Windsor Corporation,
General Partner
By: /s/ Steven G. Waite
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Steven G. Waite
President
BUYER:
N'TANDEM PROPERTIES, L.P.
By: N'Tandem Trust,
its general partner
By: /s/ Gary P. McDaniel
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Gary P. McDaniel
Trustee
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EXHIBIT A
<TABLE>
<CAPTION>
Gross Purchase
Price of Debt Attributable
Property or Discount on to Property or Net Purchase
Ownership Nature of Ownership Ownership Ownership Interest Price of Property
Name of Property Percentage Ownership Interest Interest Interest as of 6/30/00 or Ownership Interest
---------------- ---------- ------------------ -------- -------- ------------- ---------------------
<S> <C> <C> <C> <C> <C> <C>
Lakeside
Lithia Springs, GA 100% Fee Simple $ 1,660,000 -- -- $1,660,000
Plantation Estates
Lithia Springs, GA 100% Fee Simple 1,900,000 -- $ 1,097,000 803,000
Town & Country Estates Tenancy in
Tucson, AZ 42% Common/Joint Venture 2,562,000 $171,700 651,000 1,739,300
Interest
Rancho Margate
Margate, FL 26% Partnership Interest 1,664,000 111,500 928,800 623,700
Winter Haven
Winter Haven, FL 26% Partnership Interest 1,092,000 73,200 408,300 610,500
Apache East
Apache Junction, AZ 9% Partnership Interest 193,800 13,000 97,000 83,800
Denali Park Estates
Apache Junction, AZ 9% Partnership Interest 337,200 22,600 168,800 145,800
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Total $ 9,409,000 $392,000 $3,350,900 $5,666,100
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</TABLE>
