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Master Indemnification Agreement
Master Indemnification Agreement (57K)
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MASTER INDEMNIFICATION AGREEMENT
BY AND AMONG
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
AIMCO PROPERTIES, L.P.,
XYZ HOLDINGS LLC
AND THE OTHER PARTIES SIGNATORY HERETO
Dated as of December 3, 2001
MASTER
INDEMNIFICATION AGREEMENT
This Master Indemnification Agreement (this "Agreement") is made
as of December 3, 2001, by and among Apartment Investment and Management
Company, a Maryland corporation ("AIMCO"), AIMCO Properties, L.P., a
Delaware limited partnership ("AIMCO OP"), XYZ Holdings LLC, a Delaware
limited liability company ("XYZ"), the Casden Group (as defined herein) and
the Blackacre Entity (as defined herein).
WITNESSETH
WHEREAS, AIMCO has entered into an Agreement and Plan of Merger,
dated as of December 3, 2001 (the "Casden Merger Agreement"), with Casden
Properties Inc., a Maryland corporation ("Casden") and XYZ;
WHEREAS, AIMCO and a wholly owned subsidiary of AIMCO ("AIMCO
Merger Sub") have entered into an Agreement and Plan of Merger, dated as of
December 3, 2001 (the "Park La Brea Merger Agreement" and, together with
the Casden Merger Agreement, the "Merger Agreements"), with Casden Park La
Brea Inc., a Maryland corporation ("CPLB");
WHEREAS, AIMCO OP, Casden, Casden Properties Operating
Partnership, L.P., a Delaware limited partnership ("Casden OP"), and
certain of the limited partners of Casden OP have entered into a OP Unit
Contribution Agreement, dated as of December 3, 2001 (the "OP Unit
Contribution Agreement");
WHEREAS, AIMCO OP, Alan I. Casden, AIC REIT Properties LLC, a
Delaware limited liability company, Casden Investment Corp., a California
corporation, and National Partnership Investments Corp., a California
corporation, have entered into a Contribution Agreement, dated as of
December 3, 2001 (the "Casden Contribution Agreement," together with the OP
Unit Contribution Agreement, the "Contribution Agreements");
WHEREAS, AIMCO, the Casden Indemnitors (as defined herein), Casden
Builders, Inc., CPLB and NAPICO, Inc. have entered into a Tax
Indemnification and Tax Contest Agreement, dated as of December 3, 2001
(the "Tax Indemnity Agreement"), providing for certain indemnification
rights and obligations of the parties thereto; and
WHEREAS, as a condition to consummating the transactions
contemplated by the Merger Agreements and the Contribution Agreements
(collectively, the "Acquisition Agreements"), and as an inducement to do
so, the parties hereto are entering into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
premises, representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound hereby, agree as
follows:
Section 1. Definitions. Capitalized terms used but not
defined herein shall have the meanings assigned to such terms in the Casden
Merger Agreement. In addition, the following terms shall have the
respective meanings ascribed thereto:
"18-Month Securities" shall mean the Casden 18-Month Securities
and the Blackacre 18-Month Securities.
"24-Month Securities" shall mean the Casden 24-Month Securities
and the Blackacre 24-Month Securities.
"Acquisition Agreements" shall have the meaning set forth in the
Recitals.
"Affiliate" shall mean, with respect to any person or entity, any
person or entity which, directly or indirectly, controls, is controlled by,
or is under common control with, the specified person or entity.
"AIMCO Common Stock" shall mean shares of AIMCO's Class A Common
Stock, par value $.01 per share, issued pursuant to the Acquisition
Agreements and any other securities issuable in respect thereof, whether as
a dividend or distribution, in connection with a stock split, merger,
recapitalization or otherwise.
"AIMCO Indemnitees" shall mean AIMCO, AIMCO OP, and their present
and future Affiliates, and the Representatives of the foregoing.
"AIMCO OP Units" shall mean partnership common units of AIMCO OP
issued pursuant to the Acquisition Agreements and any other securities
issuable in respect thereof, whether as a distribution, in connection with
a split of such common units, merger, recapitalization or otherwise.
"AIMCO Parties" shall mean AIMCO and AIMCO OP and "AIMCO Party"
shall mean either of them.
"AIMCO Securities" shall mean AIMCO Common Stock or AIMCO OP
Units.
"Blackacre 18-Month Securities" shall mean AIMCO Securities
designated by AIMCO and the Blackacre Entity and issued to the Blackacre
Entity in the Merger that have a Value of $25 million, subject to reduction
pursuant to Section 9(g).
"Blackacre 24-Month Securities" shall mean AIMCO Securities
designated by AIMCO and the Blackacre Entity and issued to the Blackacre
Entity in the Merger that have a Value of $25 million, subject to reduction
pursuant to Section 9(g).
"Blackacre Entity" shall mean Cerberus Partners, L.P., a Delaware
limited partnership.
"Blackacre Permitted Transferee" shall mean any Affiliate of the
Blackacre Entity; provided, however, any such Permitted Transferee shall
have agreed to be bound by all of the terms of this Agreement pursuant to
an agreement reasonably acceptable to AIMCO.
"Blackacre Securities" shall mean the Blackacre 18-Month
Securities and the Blackacre 24-Month Securities.
"Cap Reduction Date" shall mean the date that is 180 days after
the first anniversary of the Closing Date.
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Casden
As referenced in this Master Indemnification Agreement:
Casden
Properties – WITNESSETH
WHEREAS, AIMCO has entered into an Agreement and Plan of Merger,
dated as of December 3, 2001 (the "Casden Merger Agreement"), with Casden
Properties Inc., a Maryland corporation ("Casden") and XYZ;
WHEREAS, AIMCO and a wholly owned subsidiary of AIMCO ("AIMCO
Merger Sub") have entered into an
_____________
Casden Properties – together with
the Casden Merger Agreement, the "Merger Agreements"), with Casden Park La
Brea Inc., a Maryland corporation ("CPLB");
WHEREAS, AIMCO OP, Casden, Casden Properties Operating
Partnership, L.P., a Delaware limited partnership ("Casden OP"), and
certain of the limited partners of Casden OP have entered into a
_____________
dt 230061
;
AIC REIT
As referenced in this Master Indemnification Agreement:
AIC REIT Properties LLC – into a OP Unit
Contribution Agreement, dated as of December 3, 2001 (the "OP Unit
Contribution Agreement");
WHEREAS, AIMCO OP, Alan I. Casden, AIC REIT Properties LLC , a
Delaware limited liability company, Casden Investment Corp., a California
corporation, and National Partnership Investments Corp., a California
corporation, have entered into
_____________
dt 278505
;
Aimco Properties
As referenced in this Master Indemnification Agreement:
AIMCO PROPERTIES, L.P., – 10.2
{SEQUENCE}5
{FILENAME}s264933.txt
{DESCRIPTION}MASTER INDEMNIFICATION AGREEMENT
{TEXT}
MASTER INDEMNIFICATION AGREEMENT
BY AND AMONG
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
AIMCO PROPERTIES, L.P.,
XYZ HOLDINGS LLC
AND THE OTHER PARTIES SIGNATORY HERETO
Dated as of December 3, 2001
MASTER
INDEMNIFICATION AGREEMENT
This Master Indemnification Agreement (
_____________
AIMCO Properties, L.P., – Indemnification Agreement (this "Agreement") is made
as of December 3, 2001, by and among Apartment Investment and Management
Company, a Maryland corporation ("AIMCO"), AIMCO Properties, L.P., a
Delaware limited partnership ("AIMCO OP"), XYZ Holdings LLC, a Delaware
limited liability company ("XYZ"), the Casden Group (as defined herein) and
_____________
AIMCO PROPERTIES, L.P.
– and delivered as of the date first above written.
APARTMENT AND INVESTMENT
MANAGEMENT COMPANY
By: /s/ Peter Kompaniez
---------------------------------------------
Name: Peter Kompaniez
Title: President
AIMCO PROPERTIES, L.P.
By: /s/ Peter Kompaniez
---------------------------------------------
Name: Peter Kompaniez
Title: President
XYZ HOLDINGS LLC
By: CASDEN INVESTMENT CORP., its managing member
By: /s/ Alan
_____________
dt 194046
;
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AIMCO
As referenced in this Master Indemnification Agreement:
APARTMENT INVESTMENT AND MANAGEMENT – {DOCUMENT}
{TYPE}EX-10.2
{SEQUENCE}5
{FILENAME}s264933.txt
{DESCRIPTION}MASTER INDEMNIFICATION AGREEMENT
{TEXT}
MASTER INDEMNIFICATION AGREEMENT
BY AND AMONG
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
AIMCO PROPERTIES, L.P.,
XYZ HOLDINGS LLC
AND THE OTHER PARTIES SIGNATORY HERETO
Dated as of December 3, 2001
MASTER
INDEMNIFICATION AGREEMENT
_____________
Apartment Investment and Management
– of December 3, 2001
MASTER
INDEMNIFICATION AGREEMENT
This Master Indemnification Agreement (this "Agreement") is made
as of December 3, 2001, by and among Apartment Investment and Management
Company, a Maryland corporation ("AIMCO"), AIMCO Properties, L.P., a
Delaware limited partnership ("AIMCO OP"), XYZ Holdings LLC, a Delaware
limited liability
_____________
Apartment Investment and Management – at the following
addresses (or at such other address for a party as shall be specified by
like notice):
If to AIMCO, to:
Apartment Investment and Management Company
18350 Mt. Langley Avenue, Suite 220
Fountain Valley, CA 92708
Attn: Peter K. Kompaniez
Telephone: (714) 593-1733
Telecopy:(714) 593-1703
_____________
Apartment Investment and Management – 18350 Mt. Langley Avenue, Suite 220
Fountain Valley, CA 92708
Attn: Peter K. Kompaniez
Telephone: (714) 593-1733
Telecopy:(714) 593-1703
and
Apartment Investment and Management Company
2000 South Colorado Boulevard
Tower Two, Suite 2-1000
Denver, CO 80222
Attn: Terry Considine and Harry Alcock
Telephone: (303) 691-4330
_____________
dt 152541
;
Blackacre
As referenced in this Master Indemnification Agreement:
Blackacre Capital Management, – South Grand Avenue
Los Angeles, CA 90071
Attn: Jesse Sharf, Esq. and Scott Calfas, Esq.
Telephone: (213) 229-7638
Telecopy:(213) 229-6638
Blackacre Capital Management, LLC
450 Park Avenue, 28th Floor
New York, NY 10022
Attn: Mark Neporent/Ronald J. Kravit
Telephone: (212) 891-1540
Telecopy: (212)
_____________
dt 230080
;
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Preview
Full Doc
| 2002 |
Opinion Letter
Opinion Letter (10K)
Doc #265459: Click preview link for longer preview.
[LETTERHEAD OF PIPER MARBURY RUDNICK & WOLFE LLP]
April 5, 2002
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
Ladies and Gentlemen:
We serve as special Maryland counsel to Apartment Investment and
Management Company, a Maryland corporation (the "Company"), in connection with
the registration under the Securities Act of 1933, as amended (the "Act"), on a
Registration Statement of the Company on Form S-3 (the "Registration Statement")
filed with the Securities and Exchange Commission (the "Commission") on or about
April 5, 2002, of 4,390,907 shares (the "Shares") of Class A Common Stock, par
value $.01 per share, of the Company (the "Common Stock"). This opinion is being
provided at your request in connection with the filing of the Registration
Statement.
The Shares were or may be issued as indicated below in connection with
the acquisition of Casden Properties, Inc., a Maryland corporation ("Casden"),
by the Company in a merger (the "Merger") effected on March 11, 2002 (the
"Closing"). The Shares were or may be issued by the Company from time to time as
follows:
(i) up to 3,508,123 Shares were issued pursuant to Article II
of the Agreement and Plan of Merger dated as of December 3, 2001 (the
"Merger Agreement") by and among the Company, Casden, and XYZ Holdings
LLC, a Delaware limited liability company, and Article Seventh of the
Articles of Merger, dated March 11, 2002 (the "Articles of Merger"), of
the Company and Casden relating to the Merger which were filed with the
Department of Assessments and Taxation of the State of Maryland (the
"MSDAT") on March 11, 2002 and became effective at the Closing; and
(ii) up to 882,784 Shares (the actual number of which is as
adjusted from time to time pursuant to certain antidilution provisions)
in exchange for up to 882,784 common limited partnership units (the
"Common OP Units") of AIMCO Properties, L.P., a Delaware limited
partnership (the "AIMCO OP"), issued promptly after the Closing,
pursuant to the OP Unit Contribution Agreement
265459
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Casden
As referenced in this Opinion Letter:
Casden Properties, – with the filing of the Registration
Statement.
The Shares were or may be issued as indicated below in connection with
the acquisition of Casden Properties, Inc., a Maryland corporation ("Casden"),
by the Company in a merger (the "Merger") effected on March 11, 2002 (the
"Closing"). The Shares
_____________
Casden Properties – MANAGEMENT COMPANY
April 5, 2002
Page 2
dated December 3, 2001 (the "OP Unit Contribution Agreement") by and
among the AIMCO OP, to Casden Properties Operating Partnership, L.P., a
Delaware limited partnership (the "Casden OP"), Casden, and the limited
partners of the Casden OP, when the Common
_____________
dt 230051
;
Aimco Properties
As referenced in this Opinion Letter:
AIMCO Properties, L.P., – to time pursuant to certain antidilution provisions)
in exchange for up to 882,784 common limited partnership units (the
"Common OP Units") of AIMCO Properties, L.P., a Delaware limited
partnership (the "AIMCO OP"), issued promptly after the Closing,
pursuant to the OP Unit Contribution Agreement
{PAGE}
APARTMENT INVESTMENT
_____________
dt 194034
;
AIMCO
As referenced in this Opinion Letter:
APARTMENT INVESTMENT AND MANAGEMENT – DESCRIPTION}OPINION/CONSENT OF PIPER MARBURY RUDNICK & WOLFE
{TEXT}
{PAGE}
EXHIBIT 5.1
[LETTERHEAD OF PIPER MARBURY RUDNICK & WOLFE LLP]
April 5, 2002
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
Ladies and Gentlemen:
We serve as special Maryland
_____________
Apartment Investment and
Management – Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
Ladies and Gentlemen:
We serve as special Maryland counsel to Apartment Investment and
Management Company, a Maryland corporation (the "Company"), in connection with
the registration under the Securities Act of 1933, as amended (the "Act"), on a
_____________
APARTMENT INVESTMENT AND MANAGEMENT – Properties, L.P., a Delaware limited
partnership (the "AIMCO OP"), issued promptly after the Closing,
pursuant to the OP Unit Contribution Agreement
{PAGE}
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
April 5, 2002
Page 2
dated December 3, 2001 (the "OP Unit Contribution Agreement") by and
among the AIMCO OP, to Casden
_____________
APARTMENT INVESTMENT AND MANAGEMENT – legal capacity
of all individuals who have executed any of the aforesaid documents, the
authenticity of all documents submitted to us as
{PAGE}
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
April 5, 2002
Page 3
originals, the conformity with originals of all documents submitted to us as
copies (and the authenticity of
_____________
APARTMENT INVESTMENT AND MANAGEMENT – a jurisdiction other than Maryland, we have
assumed that the laws of such jurisdiction are the same as the laws of
Maryland.
{PAGE}
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
April 5, 2002
Page 4
(c) We express no opinion as to compliance with the securities
(or "blue sky") laws or the
_____________
dt 152521
;
| Piper Marbury Rudnick & Wolfe LLP;
XYZ Holdings LLC
|