-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QUulaqxNmXvS2lxlQp5YGPs01+eBK0DIFaWLzCrSV4g6uY/agBckNiZuMUtHJAWs p7iZksGIhu/wTCbl7Ycepw== 0000711642-04-000275.txt : 20041001 0000711642-04-000275.hdr.sgml : 20041001 20041001120017 ACCESSION NUMBER: 0000711642-04-000275 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040927 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041001 DATE AS OF CHANGE: 20041001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED INVESTORS INCOME PROPERTIES CENTRAL INDEX KEY: 0000830056 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 431542903 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17646 FILM NUMBER: 041057225 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: POST OFFICE BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 29602 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 8-K 1 uiipbronson.txt UIIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) September 27, 2004 United Investors Income Properties (Exact Name of Registrant as Specified in its Charter) Missouri 0-17646 43-1483942 (State or Other (Commission File Number) (I.R.S. Employer Jurisdiction of Identification No.) Incorporation) 55 Beattie Place P.O. Box 1089 Greenville, South Carolina 29602 (Address of Principal Executive Offices) Registrant's telephone number, including area code (864) 239-1000 N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act Soliciting material pursuant to Rule 14a-12 under the Exchange Act Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act Item 1.01. Entry into a material definitive agreement. On September 27, 2004, United Investors Income Properties, a Missouri limited partnership (the "Partnership"), entered into a Purchase and Sale Contract (the "Purchase Agreement"), with Bronson Place Associates, LLC, a Delaware limited liability company (the "Purchaser"), which is an affiliate of the general partner of the Partnership. The Purchaser and the general partner of the Partnership may be deemed to be under common control of Apartment Investment and Management Company, a Maryland corporation and publicly traded real estate investment trust. Under the terms of the Purchase Agreement, the Purchaser will purchase Bronson Place Apartments, a 70- unit apartment complex located in Mountainlake Terrace, Washington (the "Property"), for a gross purchase price of $3,800,000. Limited partners of the Partnership who hold a majority of the units held by all limited partners who are not the general partner or its affiliates may object to the sale of the Property, and the Purchase Agreement is conditioned upon a majority of such unaffiliated limited partners not objecting. The following is a summary of the terms and conditions of the Purchase Agreement, which is qualified in its entirety by reference to the Purchase Agreement. The Purchase Agreement, may be amended or superseded at any time and from time to time by the parties; provided, however, that if any amendment materially changes the terms or conditions of the sale, the general partner will provide an opportunity for the unaffiliated limited partners to object. PURCHASE PRICE. Pursuant to the Purchase Agreement, the purchase price is $3,800,000. The purchase price is subject to prorations and adjustments at the Closing (as defined below) as provided in the Purchase Agreement. CLOSING. The closing of the sale is to occur as promptly as possible after the satisfaction or waiver of all of the conditions to closing contained in the Purchase Agreement (the "Closing Date"). The Purchaser has the right to extend the Closing Date in its sole discretion for up to two hundred seventy (270) days. COSTS AND FEES. The Purchaser will pay the cost of all transfer, sales, use and excise taxes and recording costs and all other closing costs and fees with respect to the Closing Date. REPRESENTATIONS AND WARRANTIES. The Partnership and the Purchaser each made limited representations and warranties to the other. CONDITIONS TO CLOSING. The parties had customary closing conditions. In addition, the Partnership's obligation to close under the Purchase Agreement is subject to receipt by the Partnership of all consents and approvals to the consummation of the transactions (a) of the Partnership's partners, including the failure of limited partners to object to the sale, (b) that are required by law, or (c) that are required by the partnership agreement, as amended. RISK OF LOSS. The risk of loss or damage to the Property by reason of any insured or uninsured casualty during the period through and including the Closing Date will be borne by the Partnership. The Partnership must maintain all of its existing insurance coverage on the Property in full force and effect until the Closing Date, without material modification. In the event of any material damage to or destruction of the Property or any portion, the Purchaser may, at its option, by notice within ten (10) days after the Purchaser is notified of such material damage or destruction: (i) unilaterally terminate the Purchase Agreement, or (ii) proceed under the Purchase Agreement with no reduction in the purchase price, receive any insurance proceeds, together with the amount of any deductible with respect to such insurance proceeds, together with the amount of any deductible with respect to such insurance proceeds, and assume responsibility for repair of the Property. If the Property is not materially damaged, then the Purchaser may not terminate the Purchase Agreement, but all insurance proceeds, together with the amount of any deductible with respect to the insurance proceeds, will be paid or assigned to the Purchaser and the Purchaser will assume responsibility for repair. "Material damage" means damages reasonably exceeding $500,000 to repair, as determined by an independent insurance claims adjuster doing business in the county in which the Property is located, which claims adjuster must be reasonably satisfactory to the Partnership and the Purchaser. CLOSING DELIVERIES. At the Closing Date, the Partnership must deliver to the Purchaser and the Purchaser must deliver to the Partnership customary closing deliveries. ASSIGNMENT. The Purchase Agreement is not assignable by either party without first obtaining the prior written approval of the non-assigning party; provided that either party has the right to assign the Purchase Agreement to an affiliate without the consent of the other party. TERMINATION. At any time prior to Closing, either party may terminate the Purchase Agreement, in each case acting in their sole discretion and for any reason or no reason, upon written notice. In such case, the Purchase Agreement and the transactions contemplated will be terminated without liability on the part of either party. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c)___Exhibits The following exhibits are filed with this report: Exhibit No. Description (1) Purchase and Sale Contract, dated September 27, 2004, between United Investors Income Properties and Bronson Place Associates, LLC. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 1, 2004 United Investors Income Properties By: United Investors Real Estate, Inc. Its general partner By: /s/ Martha L. Long Senior Vice President PURCHASE AND SALE CONTRACT BETWEEN UNITED INVESTORS INCOME PROPERTIES, a Missouri limited partnership, AS SELLER AND BRONSON PLACE ASSOCIATES, LLC, a Delaware limited liability company, AS PURCHASER TABLE OF CONTENTS Page ARTICLE 1 DEFINED TERMS....................................................1 ARTICLE 2 PURCHASE AND SALE OF PROPERTY....................................4 ARTICLE 3 PURCHASE PRICE...................................................4 ARTICLE 4 FINANCING........................................................4 ARTICLE 5 TITLE AND SURVEY.................................................4 ARTICLE 6 CLOSING..........................................................5 ARTICLE 7 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER AND THE PURCHASER....................................................7 ARTICLE 8 CONDITIONS PRECEDENT TO CLOSING..................................9 ARTICLE 9 POSSESSION......................................................10 ARTICLE 10 TERMINATION OPTION..............................................10 ARTICLE 11 RISK OF LOSS OR CASUALTY........................................10 ARTICLE 12 INTENTIONALLY OMITTED...........................................11 ARTICLE 13 EMINENT DOMAIN..................................................12 ARTICLE 14 MISCELLANEOUS...................................................12 ARTICLE 15 OPERATION OF THE PROPERTY.......................................15 EXHIBITS A LEGAL DESCRIPTION OF LAND 6.2.1.1FORM OF DEED 6.2.1.2 FORM OF BILL OF SALE 6.2.1.3 FORM OF GENERAL ASSIGNMENT 6.2.1.4.....FORM OF RELEASE AND ASSUMPTION AGREEMENT PURCHASE AND SALE CONTRACT THIS PURCHASE AND SALE CONTRACT (this "Purchase Contract") is entered into September 27, 2004 by and between UNITED INVESTORS INCOME PROPERTIES, a Missouri limited partnership, having a principal address at c/o Apartment Investment and Management Company, Stanford Place 3, 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (the "Seller") and BRONSON PLACE ASSOCIATES, LLC, a Delaware limited liability company, having a principal address at c/o Apartment Investment and Management Company, Stanford Place 3, 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (the "Purchaser"). NOW, THEREFORE WITNESSETH: That for and in consideration of Ten Dollars ($10.00) is hand paid by the Purchaser to the Seller and the mutual covenants and agreements herein after set forth, the receipt and sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows: RECITALS R-1 The Seller holds fee simple title to the land described in Exhibit A attached hereto and made a part hereof. R-2 Subject to Section 8.3 and ARTICLE 10 hereof, the Purchaser desires to purchase and the Seller has agreed to sell such land, together with improvements and certain associated property, defined below as the "Property", on the terms and conditions set forth in this Purchase Contract (which terms and conditions shall control in the event of any conflict with these Recitals), such that on the Closing Date (as hereinafter defined) the Property will be conveyed by Deed (as hereinafter defined) to the Purchaser. R-3 The Purchaser has agreed to pay to the Seller the Purchase Price for the Property, and the Seller has agreed to sell the Property to the Purchaser on the terms and conditions set forth in this Purchase Contract. ARTICLE 1 DEFINED TERMS 1.1 Unless otherwise defined herein, terms with initial capital letters in this Purchase Contract shall have the meanings set forth in this ARTICLE 1 below. 1.1.1 "Assumed Indebtedness" means any and all indebtedness (including, principal and accrued and unpaid interest) outstanding under the Note and secured by the Mortgage as of the Closing Date assumed by the Purchaser. 1.1.2 "Business Day" means any day other than a Saturday or Sunday or Federal holiday or legal holiday in the state in which the Land is located. 1.1.3 "Closing" means the consummation of the purchase and sale and related transactions contemplated by this Purchase Contract, in accordance with the terms and conditions of this Purchase Contract. 1.1.4 "Closing Date" means the date on which the Closing is required to be held under the terms and conditions of this Purchase Contract. 1.1.5 "Deed" means a limited or special warranty deed or equivalent deed customarily used in the applicable jurisdiction. 1.1.6 "Excluded Permits" means those Permits, which, under applicable law or by their terms, are nontransferable. 1.1.7 "Effective Date" means the date this Purchase Contract has been fully executed by both Seller and Purchaser as indicated by the latest date opposite the signatures herein of Seller and Purchaser. 1.1.8 "Fixtures and Tangible Personal Property" means all fixtures, furniture, furnishings, fittings, equipment, machinery (including all computers, software, programs and other data relating to the ownership and operation on the Property), apparatus, appliances and other articles of tangible personal property now located on the Land or in the Improvements as of the Effective Date (or hereafter acquired by the Seller prior to the Closing Date) and used or usable in connection with any present or future occupation or operation of all or any part of the Property, but only to the extent transferable. 1.1.9 "Improvements" means all buildings and improvements located on the Land taken "as is". 1.1.10 "Land" means all of those certain tracts of land described on Exhibit A attached hereto, and all rights, privileges and appurtenances pertaining thereto. 1.1.11 "Lease(s)" means all rights and interests of the Seller in and to all leases, subleases and other occupancy agreements, whether or not of record, which provide for the use or occupancy of space or facilities on or relating to the Property and which are in force as of the Effective Date for the Property or thereafter as permitted in ARTICLE 15. 1.1.12 "Loan Documents" shall mean all agreements or other instruments evidencing the Assumed Indebtedness, including without limitation, the Mortgage and the Note. 1.1.13 "Management Contract" means that certain agreement between the Seller and Manager pertaining to the Land and Improvements. 1.1.14 "Manager" means AIMCO Properties, L.P., a Delaware limited partnership, or one of its affiliates. 1.1.15 "Miscellaneous Property Assets" means all contract rights; leases; concessions; warranties; plans; drawings; the residual receipts account; any capital replacement, repair or other reserves held by the Seller or any other party on behalf of or for the benefit of the Seller, with respect to the Property; receivables; cash or other funds, whether in petty cash or house banks, or on deposit in bank accounts or in transit for deposit; refunds, rebates or other claims, or any interest thereon; utility and similar deposits; insurance or other prepaid items; the Seller's books and records; escrows held by the Mortgagee for real property taxes, insurance and mortgage insurance premiums; the Management Contract; and other items of intangible personal property relating to the ownership or operation of the Property and owned by the Seller, but only to the extent transferable, excluding, however, (i) Property Contracts, (ii) Leases, (iii) Permits, and (iv) Fixtures and Tangible Personal Property which shall be transferred to the Purchaser as hereinafter provided. 1.1.16 "Mortgage" means any mortgage, deed of trust or other first in priority encumbrance upon the Property made by the Seller or its predecessor in interest in favor of the Mortgagee securing the outstanding indebtedness under the Note or other Loan Documents, if any, remaining upon the Closing Date or its predecessor in interest recorded in the real estate, mortgage or land records of the county in which the Land is located. 1.1.17 "Mortgagee" means the current holder of record of the Mortgage and the Note. 1.1.18 "Note" means any promissory note made by the Seller or its predecessor in interest in favor of the Mortgagee or its predecessor in interest under which there remains outstanding indebtedness as of the Closing Date which is secured by the Mortgage. 1.1.19 "Permits" means all licenses and permits granted by governmental authorities having jurisdiction over the Property owned by the Seller and required in order to own and operate the Property. 1.1.20 "Permitted Exceptions" means those exceptions or conditions permitted to encumber or affect the title to the Property in accordance with the provisions of Section 5.2. 1.1.21 "Property" means the Land and Improvements and all rights of the Seller relating to the Land and the Improvements, including without limitation, any rights, title and interest of the Seller, if any, in and to (i) any strips and gores adjacent to the Land and any land lying in the bed of any street, road, or avenue opened or proposed, in front of or adjoining the Land, to the centerline thereof; (ii) any unpaid award for any taking by condemnation or any damage to the Property by reason of a change of grade of any street or highway; (iii) all of the easements, rights, privileges, and appurtenances belonging or in any way appertaining to the Land and Improvements, together with all Fixtures and Tangible Personal Property, all Property Contracts and Leases, Permits other than Excluded Permits and the Miscellaneous Property Assets owned by the Seller which are located on the Property and used in its operation. 1.1.22 "Property Contracts" means all purchase orders, maintenance, service, or utility contracts and similar contracts, excluding Leases, which relate to the ownership, maintenance, construction or repair and/or operation of the Property, but only to the extent transferable and shall also mean any third party maintenance, service, marketing or other contract relating to the Property which the Seller is obligated to cause successors-in-interest to enter into upon purchase of the Property. 1.1.23 "Purchase Contract" means this Purchase and Sale Contract by and between the Seller and the Purchaser. 1.1.24 "Purchase Price" shall have the meaning ascribed thereto in Section 3.1. ARTICLE 2 PURCHASE AND SALE OF PROPERTY 2.1 The Seller agrees to sell and convey the Property to the Purchaser and the Purchaser agrees to purchase the Property from the Seller in accordance with the terms and conditions set forth in this Purchase Contract. ARTICLE 3 PURCHASE PRICE 3.1 The total purchase price ("Purchase Price") for the Property shall be THREE MILLION EIGHT HUNDRED THOUSAND AND NO/100 DOLLARS ($3,800,000.00), which amount shall be paid by Purchaser at Closing as follows: 3.1.1 In connection with Purchaser's assumption of any Loan Documents, Purchaser shall receive a credit against the Purchase Price in the amount of the outstanding principal balance of and accrued but unpaid interest on the Note. 3.1.2 Purchaser shall pay to Seller the balance of the Purchase Price for the Property in cash or other immediately available funds. ARTICLE 4 FINANCING 4.1 Notwithstanding any provision of this Purchase Contract to the contrary, neither party hereto shall be required to consummate the transactions contemplated hereby if the Purchaser does not have adequate cash or financing commitments to pay all or any portion of the Purchase Price pursuant to the provisions hereof. 4.2 The Purchaser intends to assume the obligations under the Loan Documents and the Assumed Indebtedness, if any, at Closing. The Seller and the Purchaser shall cooperate in preparation and submission of a request for approval of transfer of the Property and assumption of Assumed Indebtedness, requesting Mortgagee's approval of the conveyance of the Property to the Purchaser in accordance with the terms of this Purchase Contract to the extent required, and if so required, each shall cooperate fully in providing information reasonably requested by Mortgagee in connection with its consideration thereof. The cost of any transfer or assumption application (and the cost of receiving approval thereof) and any physical inspection report required thereby shall be borne by the Purchaser. ARTICLE 5 TITLE 5.1 The Purchaser may cause title to the Property to be examined at its sole cost and expense. 5.2 The Purchaser agrees to accept title to the Land and Improvements and the Deed of conveyance pursuant to this Purchase Contract shall be subject to the following, all of which shall be deemed "Permitted Exceptions" and the Purchaser agrees to accept the Deed and title subject thereto: 5.2.1 All exceptions shown on any title examination which the Purchaser obtains; 5.2.2 All Leases; 5.2.3 Real estate and property taxes; and 5.2.4 The Mortgage and any ancillary security documents in connection therewith, if any. ARTICLE 6 CLOSING 6.1 Dates, Places Of Closing and Closing Costs 6.1.1 The Closing Date shall be December 31, 2004, or such earlier date as the parties may otherwise agree. The Seller, the Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means. Notwithstanding any provision of this Purchase Contract to the contrary, the Purchaser shall have the right to extend the Closing Date in its sole discretion for up to two hundred seventy (270) days after December 31, 2004. Notwithstanding any provision of this Agreement to the contrary, however, the consummation of the transactions contemplated hereby will be effective as of December 31, 2004 for all purposes, including without limitation, for all allocations of profit and loss for tax purposes, except that partners of the Seller will be entitled to retain all distributions paid to them by the Seller on and after December 31, 2004 and prior to the Closing. 6.1.2 The Purchaser and Seller shall pay the cost of transfer taxes, sales, use and excise taxes, and recording costs with respect to the Closing in accordance with local custom in the state where the Property is located. The provisions of this Section shall survive the Closing. 6.2 Items To Be Delivered Prior To Or At Closing 6.2.1 The Seller. At Closing, the Seller shall deliver to the Purchaser, each of the following items, as applicable (except to the extent such delivery is waived by the Purchaser): 6.2.1.1 The Deed in the form attached as Exhibit 6.2.1.1 to the Purchaser with a legal description of the Land identical to that of the deed vesting title into the Seller. The acceptance of the Deed at Closing, shall be deemed to be full performance of, and discharge of, every agreement and obligation on the Seller's part to be performed under this Purchase Contract, except for those that this Purchase Contract specifically provides shall survive Closing. 6.2.1.2 A Bill of Sale without recourse or warranty in the form attached as Exhibit 6.2.1.2 covering all Property Contracts, Leases, Permits (other than Excluded Permits) and Fixtures and Tangible Personal Property required to be transferred to the Purchaser with respect to such Property. 6.2.1.3 A General Assignment (to the extent assignable and in force and effect) without recourse or warranty in the form attached as Exhibit 6.2.1.3 of all of the Seller's right, title and interest in and to the Miscellaneous Property Assets, subject to any required consents. 6.2.1.4 If any outstanding indebtedness remains under the Note as of Closing, a Release and Assumption Agreement relating to the Loan Documents in the form attached as Exhibit 6.2.1.4, or such other documents as Mortgagee shall require. 6.2.1.5 A closing statement executed by the Seller. 6.2.1.6 A certification of the Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 6.2.1.7 Except for the items expressly listed herein to be delivered at Closing, delivery of any other required items including, without limitation, leases, property contracts, lease files, keys, and books and records (in each case in Seller's possession and control), shall be deemed made by the Seller to the Purchaser, if the Seller leaves such documents at the Property in their customary place of storage or in the custody of the Purchaser's representatives. 6.2.1.8 An executed Excise Tax Affidavit with respect to the transfer of the Property. 6.2.1.9 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of this Purchase Contract. 6.2.2 The Purchaser. At Closing, the Purchaser shall deliver to the Seller the following items with respect to the Property being conveyed at such Closing (except to the extent such delivery is waived by the Seller): 6.2.2.1 The Purchase Price less a credit for the outstanding principal balance due under the Note, as provided above in Section 3.1. 6.2.2.2 A closing statement executed by the Purchaser. 6.2.2.3 A countersigned counterpart of the Bill of Sale in the form attached as Exhibit 6.2.1.2 to effect an assumption of Seller's obligations under all Property Contracts, Leases, Permits (other than Excluded Permits) and Fixtures and Tangible Personal Property. 6.2.2.4 A countersigned counterpart of the General Assignment in the form attached as Exhibit 6.2.1.3 to effect an assumption of Seller's obligations under the Miscellaneous Property Assets. 6.2.2.5 A countersigned counterpart of the Release and Assumption Agreement in the form attached as Exhibit 6.2.1.4 and/or countersigned counterparts of such documents as Mortgagee shall require to evidence the assumption of the Loan Documents by Purchaser. 6.2.2.6 A countersigned counterpart of the Excise Tax Affidavit with respect to the transfer of the Property, and an executed Sales/Use Tax Return in connection with the sale of the Tangible Personal Property. 6.2.2.7 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of this Purchase Contract. ARTICLE 7 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER AND THE PURCHASER 7.1 Representations and Warranties of the Seller 7.1.1 For the purpose of inducing the Purchaser to enter into this Purchase Contract and to consummate the sale and purchase of the Property in accordance herewith, the Seller represents and warrants to the Purchaser the following as of the Effective Date and as of the Closing Date: 7.1.1.1 The Seller is lawfully and duly organized, and in good standing under the laws of the state of its formation, and subject to consents and approvals required from the Mortgagee (as described in ARTICLE 8), the Seller shall at the Closing have the power and authority to sell and convey the Property and to execute the documents to be executed by the Seller and prior to the Closing will have taken as applicable, all corporate, partnership, limited liability company or equivalent entity actions required for the execution and delivery of this Purchase Contract, and the consummation of the transactions contemplated by this Purchase Contract. The compliance with or fulfillment of the terms and conditions hereof will not conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any purchase contract or other agreement or instrument to which the Seller is a party or by which the Seller is otherwise bound. 7.1.1.2 The Seller holds title to the Property, including all real property contained therein required to be sold to the Purchaser, subject only to the Permitted Exceptions. 7.1.1.3 The Seller has not dealt with any broker, finder or any other person, in connection with the purchase of or the negotiation of the purchase of the Property that might give rise to any claim for commission or lien or claim against the Property. 7.1.2 Except for the representations and warranties expressly set forth above in Section 7.1, the Property is expressly purchased and sold "AS IS," "WHERE IS," and "WITH ALL FAULTS." The Purchaser represents and warrants that as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies, reports, investigations and inspections as it deems appropriate in connection with the Property. If the Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, the Purchaser and the Seller agree that the Seller has done so or shall do so only for the convenience of both parties, the Purchaser shall not rely thereon and the reliance by the Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against the Seller, the Seller's partners or affiliates or any of their respective partners, officers, directors, participants, employees, contractors, attorneys, consultants, representatives, agents, successors, assigns or predecessors-in-interest. The Purchaser acknowledges and agrees that no representation has been made and no responsibility is assumed by the Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. The Purchaser hereby releases the Seller from any and all claims and liabilities relating to the foregoing matters. 7.2 Representations and Warranties of the Purchaser 7.2.1 For the purpose of inducing the Seller to enter into this Purchase Contract and to consummate the sale and purchase of the Property in accordance herewith, the Purchaser represents and warrants to the Seller the following as of the Effective Date and as of the Closing Date: 7.2.2 With respect to the Purchaser and its business, the Purchaser represents and warrants, in particular, that: 7.2.2.1 The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. 7.2.2.2 The Purchaser, acting through any of its or their duly empowered and authorized officers, joint venturers, partners, managers, or members has the power and authority to enter into this Purchase Contract, to execute and deliver this Purchase Contract, and to perform its obligations hereunder; and no consent of any of the Purchaser's officers, joint venturers, partners, managers, or members are required to so empower or authorize the Purchaser. 7.2.2.3 Neither the execution nor the delivery of this Purchase Contract, nor the consummation of the purchase and sale contemplated hereby, conflict with or will result in the breach of any of the terms, conditions or provisions of any agreement or instrument to which the Purchaser is a party or is otherwise bound. 7.2.2.4 The Purchaser has not dealt with any broker, finder or any other person, in connection with the purchase of or the negotiation of the purchase of the Property that might give rise to any claim for commission or lien or claim against the Property. ARTICLE 8 CONDITIONS PRECEDENT TO CLOSING 8.1 The Purchaser's obligation to close under this Purchase Contract shall be subject to and conditioned upon the fulfillment in all material respects of each and all of the following conditions precedent (except to the extent waived by the Purchaser): 8.1.1 All of the documents required to be delivered by the Seller to the Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered and shall be in form and substance reasonably satisfactory to the Purchaser. 8.1.2 Each of the representations and warranties of the Seller contained herein shall be true in all material respects as of the Closing Date. 8.1.3 The Seller shall have complied with, fulfilled and performed, in each case in all material respects, each of the covenants, terms and conditions to be complied with, fulfilled or performed by the Seller hereunder. 8.1.4 Mortgagee shall have issued approval of conveyance of the Property to the Purchaser and the assumption of the Loan Documents, all on terms and conditions reasonably acceptable to the Purchaser. 8.1.5 Consent or approvals of any federal or state authorities having jurisdiction over the Property, to the extent required shall have been obtained. 8.1.6 Notwithstanding anything to the contrary, there are no other conditions on the Purchaser's obligation to Close except as expressly set forth above. 8.2 Without limiting any of the rights of the Seller elsewhere provided for in this Purchase Contract, the Seller's obligation to close with respect to conveyance of the Property under this Purchase Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent (except to the extent waived by the Seller): 8.2.1 The Purchaser's representations and warranties set forth in this Purchase Contract shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date and as of the Effective Date as though such representations and warranties were made at and as of such date and time. 8.2.2 The Purchaser shall have complied with, fulfilled and performed, in each case in all material respects, each of the covenants, terms and conditions complied with, fulfilled or performed by the Purchaser hereunder. 8.2.3 The Seller shall have received all consents and approvals to the consummation of the transactions contemplated hereby (a) of the Seller's partners, (b) that are required by law, or (c) that are required by the partnership agreement, as amended, governing the Seller. 8.2.4 The limited partners of Seller holding a majority of the units of the limited partnership not owned by the general partner of Seller or any affiliates of such general partner have not objected to the transactions contemplated hereby. 8.2.5 The Mortgagee shall have issued approval of the conveyance of the Property to the Purchaser and the release of the Seller from and assumption by the Purchaser of the Loan Documents on terms and conditions reasonably acceptable to the Seller. 8.2.6 Consent or approvals of any federal or state authorities having jurisdiction over the Property, to the extent required shall have been obtained. ARTICLE 9 POSSESSION 9.1 Possession of the Property subject to the Permitted Exceptions and the Leases shall be delivered to the Purchaser at the Closing. ARTICLE 10 TERMINATION OPTION 10.1 At any time prior to Closing, either party may terminate this Purchase Contract, in each case acting in their sole discretion and for any reason or no reason, upon written Notice (as hereinafter defined). In such case, this Purchase Contract and the transactions contemplated hereby shall be terminated without liability on the part of either party hereto. ARTICLE 11 RISK OF LOSS OR CASUALTY 11.1 The risk of loss of damage to the Property by reason of any insured or uninsured casualty during the period through and including the Closing Date shall be borne by the Seller. The Seller covenants and agrees to maintain all of its existing insurance coverage upon the Property in full force and effect until the Closing Date, without material modification thereto. In the event of any "material damage," as hereinafter defined, to or destruction of the Property or any portion thereof, the Purchaser may, at its option, by Notice given to the Seller within ten (10) days after the Purchaser is notified of such material damage or destruction: (i) unilaterally terminate this Purchase Contract or (ii) proceed under this Purchase Contract with no reduction in the Purchase Price, receive any insurance proceeds due the Seller as a result of such damage or destruction (including any rent loss insurance applicable to the period from and after the Closing Date), together with the amount of any deductible with respect to such insurance proceeds, and assume responsibility for repair of the Property. If the Property is not materially damaged, then the Purchaser shall not have the right to terminate this Purchase Contract, but all insurance proceeds (including any rent loss insurance applicable to the period from and after the Closing Date), together with the amount of any deductible with respect to such insurance proceeds, shall be paid or assigned to the Purchaser and the Purchaser shall assume responsibility for such repair. For purposes of this paragraph, "material damage" means damages reasonably exceeding $500,000 to repair, as determined by an independent insurance claims adjuster doing business in the county in which the Land is located, which claims adjuster shall be reasonably satisfactory to the Seller and the Purchaser. ARTICLE 12 INTENTIONALLY OMITTED ARTICLE 13 EMINENT DOMAIN 13.1 In the event that at the time of Closing all or any part of the Property is (or has previously been) acquired, or is about to be acquired, by authority of any governmental agency (or in the event that at such time there is any notice of any such acquisition or intent to acquire by any such governmental agency), the Purchaser shall have the right, at the Purchaser's option, to terminate this Purchase Contract by giving written Notice within fifteen (15) days of the Purchaser's receipt from the Seller of the occurrence of such event, or to proceed to Closing in accordance with the terms of this Purchase Contract for the full Purchase Price and receive the full benefit of any condemnation award. ARTICLE 14 MISCELLANEOUS 14.1 Exhibits All Exhibits attached hereto are a part of this Purchase Contract for all purposes. 14.2 Assignability This Purchase Contract is not assignable by any party hereto without obtaining the prior written approval of the non-assigning party; provided however, that either the Seller or the Purchaser shall have the right to assign this Purchase Contract to an Affiliate without the consent of the other party hereto. An "Affiliate" shall mean any entity which, directly or indirectly, controls or is controlled by or is under the common control of the assigning party. If either party so permits the other party to assign this Purchase Contract, the assignor party shall not be relieved of any liability hereunder. 14.3 Binding Effect This Purchase Contract shall be binding upon and inure to the benefit of the Seller and the Purchaser, and their respective heirs, personal representatives, successors and permitted assigns. 14.4 Captions The captions, headings, and arrangements used in this Purchase Contract are for convenience only and do not in any way affect, limit, amplify, or modify the terms and provisions hereof. 14.5 Number and Gender of Words Whenever herein the singular number is used, the same shall include the plural where appropriate, and words of any gender shall include each other gender where appropriate. 14.6 Notices All notices, demands, requests and other communications required pursuant to the provisions of this Purchase Contract ("Notice") shall be in writing and shall be deemed to have been properly given or served for all purposes (i) if sent by Federal Express or any other nationally recognized overnight carrier for next business day delivery, on the first business day following deposit of such Notice with such carrier, (ii) if personally delivered, on the actual date of delivery, or (iii) if sent by certified mail, return receipt requested postage prepaid, on the fifth (5th) business day following the date of mailing addressed as follows: If to the Seller: c/o Apartment Investment and Management Company Stanford Place 3 4582 South Ulster Street Parkway Suite 1100 Denver, Colorado 80237 Attn: Derek McCandless, Esq. If to the Purchaser: c/o Apartment Investment and Management Company Stanford Place 3 4582 South Ulster Street Parkway Suite 1100 Denver, Colorado 80237 Attn: Ms. Martha Long Any of the parties may designate a change of address by Notice in writing to the other parties. Whenever in this Purchase Contract the giving of Notice by mail or otherwise is required, the giving of such Notice may be waived in writing by the person or persons entitled to receive such Notice. 14.7 Governing Law And Venue The laws of the state in which the Land is situated shall govern the validity, construction, enforcement, and interpretation of this Purchase Contract, unless otherwise specified herein except for the conflict of law provisions thereof. All claims, disputes and other matters in question arising out of or relating to this Purchase Contract, or the breach thereof, shall be decided by proceedings instituted and litigated in a court for the district in which the Land is situated, and the parties hereto expressly consent to the venue and jurisdiction of such court. 14.8 Entirety And Amendments; Survival This Purchase Contract embodies the entire Purchase Contract between the parties and supersedes all prior purchase contracts and understandings, if any, relating to the Property, and may be amended or supplemented only by an instrument in writing executed by the party against whom enforcement is sought. All terms and provisions of this Purchase Contract shall be merged into the Closing documents and shall not survive Closing, unless expressly set forth to the contrary in this Purchase Contract. 14.9 Severability If any provision of this Purchase Contract is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable. The Purchase Contract shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Purchase Contract; and the remaining provisions of this Purchase Contract shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Purchase Contract. In lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Purchase Contract a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible to make such provision legal, valid, and enforceable. 14.10 Multiple Counterparts This Purchase Contract may be executed in a number of identical counterparts. If so executed, each of such counterparts is to be deemed an original for all purposes and all such counterparts shall, collectively, constitute one Purchase Contract. In making proof of this Purchase Contract, it shall not be necessary to produce or account for more than one such counterparts. 14.11 Further Acts In addition to the acts and deeds recited herein and contemplated and performed, executed and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered any and all such further acts, deeds, and assurances as may be necessary to, and to use their respective best efforts to consummate the transactions contemplated hereby. 14.12 Construction No provision of this Purchase Contract shall be construed in favor of, or against, any particular party by reason of any presumption with respect to the drafting of this Purchase Contract; both parties, being represented by counsel, having fully participated in the negotiation of this instrument. 14.13 Time Of The Essence It is expressly agreed by the parties hereto that time is of the essence with respect to this Purchase Contract. 14.14 Cumulative Remedies And Waiver No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies herein conferred or referred, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Purchase Contract. No delay or omission to exercise any right or power accruing upon any default, omission, or failure of performance hereunder shall impair any right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver, amendment, release, or modification of this Purchase Contract shall be established by conduct, custom, or course of dealing. 14.15 Time Periods Should the last day of a time period fall on a Saturday or Sunday or Federal or legal holiday in the state in which the Land is located, the next Business Day thereafter shall be considered the end of the time period. 14.16 Confidentiality The parties shall not disclose the terms and conditions contained in this Purchase Contract and shall keep the same confidential; provided, however, that notwithstanding the foregoing, either party may disclose the terms and conditions of this Purchase Contract (i) as required by law, (ii) to consummate the transactions contemplated by this Purchase Contract or any financing relating thereto, or (iii) to Purchaser's or Seller's lenders, partners, attorneys and accountants. Neither party hereto shall make any public statements or announcements, or issue any press releases, relating to the transactions contemplated hereby without the prior approval of the other party hereto (unless such statement, announcement, or press release is required by any applicable securities law or any rule or regulation of the New York Stock Exchange, in which case such prior approval is not required). 14.17 Waiver Any provision of this Agreement may be waived at any time, from time to time, or for a period of time by a writing executed by the party entitled to waive such provision pursuant to the terms hereof or, if no party is entitled to waive such provision pursuant to the terms hereof, by the parties hereto. ARTICLE 15 OPERATION OF THE PROPERTY 15.1 During the period of time from the Effective Date to the Closing Date, in the ordinary course of business the Seller may enter into new Property Contracts, new Leases, renew existing Leases or modify, terminate or accept the surrender or forfeiture of any of the Leases, modify any Property Contracts, or institute and prosecute any available remedies for default under any Lease without first obtaining the written consent of the Purchaser. 15.2 Except as specifically set forth in this ARTICLE 15, the Seller shall operate the Property after the Effective Date in the ordinary course of business, and except as necessary in the Seller's sole discretion to address any life or safety issue at the Property, the Seller will not make any material alterations to the Property or remove any of the Fixtures and Tangible Personal Property without the prior written consent of the Purchaser which consent shall not be unreasonably withheld, denied or delayed. ARTICLE 16 APPRAISAL RIGHTS The Seller and the Purchaser agree to provide limited partners of the Seller with contractual dissenters' appraisal rights that are based upon to the dissenters' appraisal rights afforded to shareholders in corporate mergers under the corporation laws of the state of the Seller's organization. Any additional consideration to be paid to any limited partner of the Seller in connection therewith will be paid by the Purchaser as additional consideration hereunder. Notwithstanding, anything to the contrary contained herein, the terms and conditions of this Article 16 shall survive Closing. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] NOW WHEREFORE, the parties hereto have executed this Purchase Contract under seal as of the date first set forth above. Seller: Date of Execution: September 27, 2004 UNITED INVESTORS INCOME PROPERTIES, a Missouri limited partnership By: United Investors Real Estate, Inc., a Delaware corporation, its General Partner By: /s/Martha Long Martha Long Senior Vice President [CORPORATE SEAL] Date of Execution: September 27, 2004 Purchaser: BRONSON PLACE ASSOCIATES, LLC, a Delaware limited liability company By: AIMCO Properties, L.P., its Sole Member By: AIMCO-GP, Inc., its General Partner By: /s/Martha L. Long Martha L. Long Senior Vice President [CORPORATE SEAL] Purchaser's Tax Identification Number: EXHIBIT A LEGAL DESCRIPTION OF LAND The following described parcel of real estate situated in the County of Snohomish, State of Washington: The north half of the northwest quarter of the northeast quarter of the northeast quarter of Section 28, Township 27 North, Range 4 East, W.M. in Snohomish County, Washington; EXCEPT that portion thereof for 212th Avenue Southwest AND EXCEPT that portion thereof for 48th Avenue West; and AND EXCEPT that portion thereof conveyed to the City of Mountlake Terrace under Recording Number 8610140350. EXHIBIT "B" PERMITTED EXCEPTIONS 1. All matters of public record. 2. All matters that would be shown by a current and accurate survey. 3. Rights of tenants, as tenants only, under unrecorded leases. 4. Real estate and property taxes. -----END PRIVACY-ENHANCED MESSAGE-----