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EXHIBIT 22
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AGREEMENT RELATING TO RESTRICTIONS ON TRANSFER, CONVERTIBILITY AND REDEMPTION OF
THE 313,439 L.P. UNITS ISSUED IN FEBRUARY 1997 AS CONSIDERATION FOR THE PURCHASE
OF THE RANCHO SANTA FE LAND SITE.
Agreement dated February 10, 1997 between Irvine Apartment Communities,
Inc., a Maryland corporation (the "Company"), Irvine Apartment Communities,
L.P., a Delaware limited partnership (the "Partnership"), The Irvine Company, a
Michigan corporation, and TIC Investment Company D, a California general
partnership ("TICICD").
RECITALS
WHEREAS, pursuant to the Exclusive Land Rights and Non-Competition
Agreement dated as of November 21, 1993, as amended by Amendments Xx. 0, Xx. 0
and No. 3 thereto, on February 10, 1997 The Irvine Company and TICICD sold
certain land to the Partnership for 313,439 units of limited partnership
interest (the "L.P. Units") in the Partnership, which L.P. Units are convertible
into 313,439 shares (the "Shares") of Common Stock, par value $.01 per share
("Common Stock"), of the Company in accordance with Section 8.6 of the Amended
and Restated Agreement of Limited Partnership of the Partnership dated as of
December 1, 1993, as amended (the "Partnership Agreement");
WHEREAS, such L.P. Units are represented by L.P. Unit Certificate No. 26
registered in the name of TICICD ("Certificate No. 26);
WHEREAS, as of the date of this Agreement there are 18,571,647 shares of
Common Stock outstanding;
WHEREAS, in connection with the listing on the New York Stock Exchange (the
"NYSE"), upon official notice of issuance, of the Shares, The Irvine Company and
TICICD have agreed for purposes of NYSE Rule 312.03 to certain limitations on
their ability to convert into Common Stock and to transfer 127,723 (the "Excess
L.P. Units") of such 313,439 L.P. Units as set forth in this Agreement; and
WHEREAS, the NYSE will list 185,716 of the Shares upon the condition that
this Agreement is executed by the parties hereto and will permit the listing of
the Shares underlying the Excess L.P. Units only upon the Company obtaining
shareholder approval in accordance with NYSE Rule 312.05 of the exchange of such
L.P. Units for Common Stock (the "Shareholder Approval").
NOW, THEREFORE, in consideration of the premises and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
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1. The Irvine Company and TICICD agree that they will not convert, or cause
the conversion of, more than 185,716 of such 313,439 L.P. Units into Common
Stock of the Company. The Irvine Company and TICICD further agree that the
Excess L.P. Units may only be redeemed by the Partnership for cash, including as
a result of an exercise by The Irvine Company and TICICD of their cash tender
rights pursuant to Section 8.6 of the Partnership Agreement.
2. The Irvine Company and TICICD further agree not to Transfer (as defined
in the Partnership Agreement) all or any portion of the Excess L.P. Units to any
Person (as defined in the Partnership Agreement) unless the proposed transferee
agrees in writing to be bound by the terms of this Agreement with respect to the
Excess L.P. Units so transferred.
3. The following legend shall be placed on Certificate No. 26:
"THE TRANSFER OF THE L.P. UNITS REPRESENTED BY THIS
CERTIFICATE AND THE CONVERSION THEREOF INTO
COMMON STOCK OF IRVINE APARTMENT COMMUNITIES,
INC. (THE "COMPANY") ARE SUBJECT TO THE LIMITATIONS
SET FORTH IN AN AGREEMENT DATED FEBRUARY 10, 1997,
A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY
AT ITS PRINCIPAL EXECUTIVE OFFICE."
4. The restrictions on Transfer and conversion of the Excess L.P. Units set
forth in this Agreement shall terminate and be of no further force and effect if
the Shareholder Approval is obtained.
5. The provisions of this Agreement shall only apply to the 313,439 L.P.
Units represented by Certificate No. 26 and any L.P. Unit certificates issued on
transfer or exchange thereof and shall not apply to any other L.P. Units issued
by the Partnership.
6. This Agreement shall constitute the consent of The Irvine Company and
TICICD required by Sections 7.3.A(5) and 7.3.D(iv) of the Partnership Agreement
and the parties hereto authorize the Company to provide a copy of this Agreement
to the NYSE.
7. Except as set forth herein, the provisions of the Partnership Agreement
shall apply to such 313,439 L.P. Units.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
IRVINE APARTMENT COMMUNITIES, INC.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Senior Vice President and
Chief Financial Officer
IRVINE APARTMENT COMMUNITIES, L.P.
By: Irvine Apartment Communities, Inc., its
General Partner
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Senior Vice President and Chief
Financial Officer
THE IRVINE COMPANY
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Senior Vice President
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Senior Vice President
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TIC INVESTMENT COMPANY D
By: The Irvine Company, a General Partner
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Senior Vice President
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Senior Vice President
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