1
EXHIBIT 10.29
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (the "Agreement") dated as of October 31, 1995
is made and entered into by and between NHP HDV-THREE, Inc., a Delaware
corporation (hereinafter referred to as "Seller") and NHP HDV-TWO, Inc., a
Delaware corporation (hereinafter referred to as "Purchaser").
RECITALS:
A. Seller is the sole shareholder of the following three
corporations: Neighborhood Reinvestment Resources Corporation, an Illinois
corporation ("NRR"), Rescorp Development, Inc., an Illinois corporation ("RDI")
and Rescorp Realty, Inc., an Illinois corporation ("RRI").
B. NRR and RDI, respectively, each own certain general
partnership interests and limited partnership interests in a total of eleven
(11) limited partnerships each of which is the owner of a real estate project
(the "Properties"), all as more fully described in Exhibit A attached hereto
and incorporated herein by reference (hereinafter sometimes collectively
referred to as the "Partnership Interests").
C. RRI is the property manager of five (5) of the Properties and
is also the property manager of other unrelated real estate projects pursuant
to certain third-party property management agreements, all as more fully
described in Exhibit B attached hereto and incorporated herein by reference
(hereinafter sometimes collectively referred to as the "Management Agreements"
and the rights therein are referred to as the "Management Rights").
D. Seller is in the business of property management and wishes to
retain the Management Rights.
E. Purchaser is in the business of owning partnership interests
and wishes to acquire from Seller the Partnership Interests.
D. Subject to, and upon the terms and conditions set forth in
this Agreement, Seller desires to sell to Purchaser, and Purchaser desires to
purchase from Seller, the stock of NRR and RDI.
AGREEMENT:
NOW, THEREFORE, for and in consideration of the above-recited premises,
the mutual covenants and agreements hereinafter set forth and other good and
valuable consideration, the receipt, adequacy, and sufficiency of which are
hereby acknowledged and confessed, the parties hereto do hereby covenant and
agree as follows:
2
1. The Stock Purchase. Seller hereby sells, assigns, transfers
and conveys to Purchaser and Purchaser hereby purchases and accepts the
assignment from Seller of 100% of the issued and outstanding shares of Class A
common stock and 100% of the issued and outstanding shares of Class B common
stock of NRR and RDI (the "Stock"). The closing of such sale and purchase of
the Stock (the "Closing") shall occur on October 31, 1995 at a location to be
agreed upon by the parties. At the Closing, Seller shall deliver (or cause to
be delivered) to the Purchaser (i) stock certificates representing all of the
Stock, duly endorsed in blank, with all taxes, direct or indirect, attributable
to the transfer paid or provided for; (ii) a written assignment of any of the
Partnership Interests which are limited partnership interests; and (iii) such
other closing documents as are necessary and appropriate.
2. Consideration. NRR has the right to collect certain
receivables, as more fully described in Exhibit C attached hereto and
incorporated herein by reference (the Receivables"). Notwithstanding the
transfer of the stock of NRR contemplated herein, Seller shall retain and not
transfer to Purchaser all of NRR's rights to and interests in the Receivables
which, simultaneously hereto, Seller shall cause NRR to transfer to Seller.
Purchaser hereby consents to Seller's retention of the Receivables and waives
any rights or claims it may have thereto. The Receivables, notwithstanding any
other consideration described in this Agreement, shall be deemed full and
adequate consideration for the transfers contemplated herein.
3. Partnership Interests. By conveying to Purchaser the stock of
NRR and RDI, Seller is making a full and complete transfer of all of the
Partnership Interests to Purchaser. All rights, duties and obligations of NRR
and RDI, in connection with the Partnership Interests, are therefore also
transferred to Purchaser and Purchaser agrees to assume said rights, duties and
obligations. As the owner of NRR and RDI, the holders of the various
Partnership Interests, Purchaser shall be entitled to its prorata share of
income, profits, loss, or incentive management fees, if any, generated by the
various partnerships as set forth in the applicable partnership agreement.
4. Cash Flow. The projected cash flow to NRR and to RDI from the
Partnership Interests is $134,000 per annum.
5. Management Agreements. Simultaneously with the execution of
this Agreement, Seller shall have received copies of all of the Management
Agreements. Seller covenants and agrees (which agreement shall survive the
Closing) not to substantially deviate (nor to permit such deviation) from the
terms of the Management Agreements, as they now exist, so as to have a material
adverse effect on Seller or Purchaser.
6. Representations and Warranties of Seller. The Seller hereby
represents and warrants to Purchaser that:
3
(a) Seller is a Delaware corporation duly organized,
validly existing and in good standing under the laws of the state of Delaware;
(b) Seller has full power, authority and legal right to
execute and deliver this Agreement, has and will have full power, authority and
legal right to perform and observe its provisions and this Agreement is valid,
binding and enforceable against Seller in accordance with its terms; and
(c) Seller has the right and all requisite authority to
transfer the Stock and such transfer is not in violation of any agreements.
7. Representations and Warranties of Purchaser. Purchaser
represents and warrants to Seller that:
(a) Purchaser is a Delaware corporation duly organized,
validly existing and in good standing under the laws of the Delaware;
(b) Purchaser has full power, authority and legal right
to execute and deliver this Agreement and to receive the Stock and to perform
and observe its provisions and has obtained all approvals and completed all
proceedings necessary to carry out the transaction contemplated herein; and
(c) This Agreement when executed and delivered by Seller
and Purchaser will be valid, binding and enforceable against Purchaser in
accordance with its terms.
8. Subsequent Transfers by Purchaser. In the event Purchaser
elects to sell any of the Partnership Interests or to dispose of any of the
Properties, Purchaser shall notify Seller of the its intent in writing. Seller
shall then have the option to acquire the Partnership Interests or the
Properties identified in said notice, at no cost. In the event Seller does not
exercise the heretofore described option, Purchaser may sell any or all of the
Partnership Interests or dispose of any or all of the Properties, except as
otherwise set forth below, subject to the following: Purchaser covenants and
agrees (which agreement shall survive the Closing) to pay to Seller (i) for
each of the Partnership Interests or Properties sold, where such sale results
in Seller, through no fault of its own, losing the right to manage the subject
property, a termination fee equal to the lesser of (x) the management fee which
would have been payable to Seller had Seller managed the subject property for
two years; or (y) the general partner's share of the sales proceeds; (and ii)
the sum of $8000 per annum for each of the Properties or Partnership Interests
so disposed.
4
Notwithstanding any provision in this Agreement to the
contrary, in connection with any or all of the Properties known as Westwood I,
Marcy-Newberry and Central Woodlawn I, Purchaser hereby grants Seller (which
grant shall survive the Closing) the exclusive right and authority to
negotiate, on behalf of itself and Purchaser, long term management contracts or
sales of the general partnership interests.
9. Remedies. If either party defaults hereunder, the
non-defaulting party may sue the defaulting party for damages.
10. Notices. Unless otherwise specifically provided herein, any
notice or communication required or permitted to be delivered hereunder shall
be in writing and shall be deemed to have been given upon the earlier to occur
of (i) actual receipt or refusal by the addressee thereof whether by hand,
courier or telecopies, or (ii) three (3) business days after deposit in the
mails, postage prepaid, registered or certified mail, return receipt requested,
addressed as provided below. In addition, each party shall give a copy of any
such notice promptly to any attorney or other person designated in writing from
time to time by the other party for the receipt of copies.
If to Seller: NHP HDV-THREE, Inc.
1225 Eye Street
Suite 601
Washington, D.C. 20005
Attention: General Counsel
If to Purchaser: NHP HDV-TWO, INC.
1225 Eye Street
Suite 601
Washington, D.C. 20005
Attention: General Counsel
11. Time for Performance. If the final day of any period herein
falls on a Saturday, Sunday, or District of Columbia or United States legal
holiday, then the time of such period shall be extended to the next day which
is not a Saturday, Sunday or legal holiday.
12. Integration. This Agreement sets forth the entire agreement
and understanding of the parties hereto with respect to the specific matters
agreed to herein and the parties hereto acknowledge that no oral or other
agreements, understandings, representations or warranties exist with respect to
this Agreement or with respect to the
5
obligations of the parties hereto under this Agreement, except those
specifically set forth in this Agreement.
13. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the District of Columbia, and each of
the parties hereto hereby consents to the jurisdiction of and venue in any
federal or state court of competent jurisdiction located in the District of
Columbia.
14. Construction. Unless the context otherwise requires, singular
nouns and pronouns, when used herein, shall be deemed to include the plurals of
such nouns or pronouns and pronouns of one gender shall be deemed to include
the equivalent pronouns of the other gender.
15. Captions. The captions and headings used herein are for
convenience only and do not in any way limit or modify the provisions of this
Agreement.
16. Multiple Counterparts. This Agreement may be executed in
multiple counterparts, each of which shall constitute an original hereof and
all of which taken together shall constitute one and the same agreement.
17. Enforceability. If any provision of this Agreement is held to
be illegal, invalid or unenforceable under present or future laws effective
during the term of this Agreement, the legality, validity and enforceability of
the remaining provisions shall not be affected thereby.
6
EXECUTED effective as of the date first written above.
SELLER:
NHP HDV-THREE, Inc.,
a Delaware corporation
By:
------------------------------
Name:
-------------------------
Title:
------------------------
PURCHASER:
NHP HDV-TWO, Inc.,
a Delaware corporation
By:
------------------------------
Name:
-------------------------
Title:
------------------------
JCB/jb
123003.5
7
EXHIBIT "A"
PARTNERSHIP INTERESTS
8
EXHIBIT "B"
MANAGEMENT RIGHTS
9
EXHIBIT "C"
RECEIVABLES
10
EXHIBIT B
NRR Property Interests
1. Palmer Square Apartments Associates
2. Rogers Park Partnership (Northpoint)
3. The Parkside Partnership (Parkways)
4. MRR Limited Partnership (Newberry Park)
5. Central Woodlawn Joint Venture
6. New Vistas Apartments Associates
7. New Vistas Apartments Associates Phase II
RDI Property Interests
1. Church Street Limited Partnership (Evanston)
2. 62nd Street Joint Venture (Westwood)
3. North Washington Park Partnership (Plaza on Park)
4. Oak Park Partnership