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Exhibit 10.1
PURCHASE AND SALE AGREEMENT
DATED AS OF
April 28, 2000
BETWEEN
N'TANDEM TRUST
AND
WINDSOR PARK PROPERTIES 3,
A CALIFORNIA LIMITED PARTNERSHIP
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PURCHASE AND SALE AGREEMENT
PURCHASE AND SALE AGREEMENT, dated April 28, 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 3, 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").
Purchase Price. The aggregate purchase price for the Properties and the
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Ownership Interests is $10,551,500, 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
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1.2 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 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 of
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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 May 31, 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 to
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the Buyer (i) deeds of conveyance in proper form for recording relating to
the Properties and the Big Country Estates and Harmony Ranch Ownership
Interests, (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 and Denali Park Estates 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 the
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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.
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2.4 Closing Costs. With respect to the Properties and the Big Country Estates
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and Harmony Ranch Ownership 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.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 Buyer's Representations and Warranties. The Buyer represents and warrants
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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.
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4.3 Buyer's Efforts to Fulfill Conditions. The Buyer will use its best efforts
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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.
ARTICLE VI
TERMINATION
6.1 Right to Terminate. This Agreement may be terminated at any time prior to
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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 August 31, 2000; 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 Seller
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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,
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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 Agreement
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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 it
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may be assigned.
7.5 Notices and Other Communications. Any notice or other communication under
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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 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):
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If to the Seller:
Windsor Park Properties 3, A California
Limited Partnership
6160 South Syracuse Way
Greenwood Village, Colorado 80111
If to the Buyer:
N'Tandem Trust
N'Tandem Properties L.P.
6160 South Syracuse Way
Greenwood Village, Colorado 80111
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 under,
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the substantive laws of the State of Colorado.
7.7 Amendments. This Agreement may be amended only by a document in writing
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signed by both the Buyer and the Seller.
7.8 Counterparts. This Agreement may be executed in two or more counterparts,
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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 3,
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 Debt
Purchase Attributable
Price to Property
of or
Property Discount Ownership
or on Interest
Ownership Ownership as of Net Purchase
Ownership Nature of ----------- ---------- ------------ Price of Property
Name of Property Percentage Ownership Interest Interest Interest 4/28/00 or Ownership Interest
---------------- ---------- ------------------- -------- -------- ------- ---------------------
<S> <C> <C> <C> <C> <C> <C>
Ponderosa 100% Fee Simple $ 2,200,000 __ $ 400,000 $ 1,800,000
Indianapolis, IN
The Pines 100% Fee Simple $ 700,000 __ __ $ 700,000
Charleston, SC
Shady Hills 100% Fee Simple $ 2,400,000 __ __ $ 2,400,000
Nashville, TN
Trailmont 100% Fee Simple $ 2,300,000 __ $ 1,170,400 $ 1,129,600
Nashville, TN
Big Country Estates 40% Tenancy in Common/ $ 1,124,000 $ 112,400 __ $ 1,011,600
Cheyenne, WY Joint Venture
Interest
Apache East 29% Partnership Interest $ 576,900 $ 100,400 $ 316,600 $ 202,600
Apache Junction, AZ
Denali Park Estates 29% Partnership Interest $ 1,003,600 $ 57,500 $ 550,900 $ 352,300
Apache Junction, AZ
Harmony Ranch 25% Tenancy in Common/ $ 575,000 $ 57,700 $ 300,000 $ 217,500
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Thonotosassa, FL Joint Venture
Interest
Total $10,879,500 $ 328,000 $ 2,737,900 $ 7,813,600
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