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Title: |
Master Indemnification Agreement |
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Entities: |
AIC REIT Properties LLC; Aimco Properties, LP; Apartment Investment & Management Co.; Blackacre Capital Management, LLC; Casden Properties Inc.; Gibson, Dunn & Crutcher; Katten Muchin Zavis Rosenman; Schulte Roth & Zabel LLP; Skadden, Arps, Slate, Meagher & Flom LLP; XYZ Holdings LLC; Park La Brea Inc. |
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Date: |
2001 |
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Size: |
Preview shows 7KB of 57KB total |
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Price: |
$42 |
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ID: |
#265503 |
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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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