exv10w1







	 	 	 	 	 



Exhibit 10.1




AGREEMENT AND PLAN OF MERGER





     AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 28, 2011, by and among
CENTURY PROPERTIES FUND XV, a California limited partnership (“CPF XV”), CENTURY PROPERTIES FUND
XV, LP, a Delaware limited partnership (“New CPF XV”), AIMCO CPF XV MERGER SUB LLC, a Delaware
limited liability company (the “Aimco Subsidiary”), and AIMCO PROPERTIES, L.P., a Delaware limited
partnership (“Aimco OP”).



     WHEREAS, Fox Capital Management Corporation, the managing general partner of CPF XV (“FCMC”),
has determined that the merger of CPF XV with and into New CPF XV, with New CPF XV as the surviving
entity, and the subsequent merger of the Aimco Subsidiary with and into New CPF XV, with New CPF XV
as the surviving entity, in each case, on the terms set forth herein, are advisable and in the best
interests of CPF XV and New CPF XV and their respective partners;



     WHEREAS, upon consummation of the First Merger (as defined below), FCMC will be the managing
general partner of New CPF XV;



     WHEREAS, Aimco OP is the sole member of the Aimco Subsidiary and the sole general partner and
limited partner of New CPF XV;



     WHEREAS the Board of Directors of AIMCO-GP, Inc., the general partner of Aimco OP
(“AIMCO-GP”), has determined that the merger of CPF XV with and into New CPF XV, with New CPF XV as
the surviving entity, and the subsequent merger of the Aimco Subsidiary with and into New CPF XV,
with New CPF XV as the surviving entity, in each case, on the terms as set forth herein, are
advisable and in the best interests of Aimco OP and its partners, and the Aimco Subsidiary;



     WHEREAS, a majority in interest of the limited partners of CPF XV have approved this Agreement
and the transactions contemplated hereby; and



     WHEREAS, the parties desire to enter this Agreement to evidence the terms, provisions,
representations, warranties, covenants and conditions upon which the Mergers (as defined below)
will be consummated.



     NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, and
for other good and valuable consideration, the adequacy, sufficiency, and receipt of which are
hereby acknowledged, the parties hereby agree as follows:



     SECTION 1. The First Merger. Subject to the terms and conditions set forth herein, CPF XV
shall be merged with and into New CPF XV (the “First Merger”), with New CPF XV as the surviving
entity (the “First Surviving Entity”). As soon as practicable after all of the conditions to the
First Merger set forth herein have been satisfied, CPF XV and New CPF XV shall (i) execute a
certificate of merger and cause such certificate to be filed with the Secretary of State of the
State of California and (ii) execute a certificate of merger and cause such certificate to be filed
with the Secretary of State of the State of Delaware. The First Merger shall become effective upon
the filing of such certificates (the “First Effective Time”). At the First Effective Time, the
First Merger shall have the effect provided by applicable law and this Agreement, including, but
not limited to, the following consequences:



     (a) Certificate of Limited Partnership. The certificate of limited partnership of New
CPF XV in effect immediately prior to the First Effective Time shall be the certificate of limited
partnership of the First Surviving Entity unless and until subsequently amended.



     (b) Partnership Agreement. The limited partnership agreement of CPF XV in effect
immediately prior to the First Effective Time, as amended as set forth on Exhibit A hereto,
shall be the partnership agreement of the First Surviving Entity unless and until subsequently
amended. The general partners and each limited partner of the First Surviving Entity shall have the
rights under, be bound by and be subject to the terms and conditions of, such partnership
agreement.



 









 






	 	(c)	 	General Partner. FCMC and FRI shall be the general partners of the First
Surviving Entity.
	 
	 	(d)	 	Conversion of Equity Interests.





               (i) Interests in CPF XV. Each general partnership interest of CPF XV outstanding
immediately prior to the First Effective Time and held by a general partner shall be converted into
an equivalent general partnership interest in the First Surviving Entity (each new general
partnership interest, a “New CPF XV GP Interest”). Each unit of limited partnership interest of CPF
XV outstanding immediately prior to the First Effective Time shall be converted into an equivalent
unit of limited partnership interest in the First Surviving Entity (a “New CPF XV Unit”).



               (ii) Interests in New CPF XV. The interest of each partner in New CPF XV immediately
prior to the First Effective Time shall be cancelled.



      SECTION 2. The Second Merger. Subject to the terms and conditions set forth herein,
immediately following the First Effective Time, the Aimco Subsidiary shall be merged with and into
New CPF XV (the “Second Merger” and, together with the First Merger, the “Mergers”), with New CPF
XV as the surviving entity (the “Second Surviving Entity”). As soon as practicable after all of the
conditions to the Second Merger set forth herein have been satisfied, New CPF XV shall cause to be
filed a certificate of merger with respect to the Second Merger with the Secretary of State of the
State of Delaware. The Second Merger shall become effective upon the filing of such certificate
(the “Second Effective Time”). At the Second Effective Time, the Second Merger shall have the
effect provided by applicable law and this Agreement, including, but not limited to, the following
consequences:




	 	(i)	 	Certificate of Limited Partnership. The certificate of limited
partnership of New CPF XV in effect immediately prior to the Second Effective Time
shall be the certificate of limited partnership of the Second Surviving Entity unless
and until subsequently amended.





      (b) Partnership Agreement. The limited partnership agreement of New CPF XV in effect
immediately prior to the Second Effective Time shall be the partnership agreement of the Second
Surviving Entity (the “Partnership Agreement”) unless and until subsequently amended. The general
partners and each limited partner of the Second Surviving Entity shall have the rights under, be
bound by and be subject to the terms and conditions of, the Partnership Agreement.




	 	(c)	 	General Partners. FCMC shall be the managing general partner of the Second
Surviving Entity.
	 
	 	(d)	 	Treatment of Limited Partners Interests in New CPF XV.






	 	(i)	 	In connection with the Second Merger and in accordance with the
procedures set forth in Section 2(d)(iii) hereto, each New CPF XV Unit
outstanding immediately prior to the Second Effective Time, except New CPF XV
Units held by limited partners who have perfected their appraisal rights
pursuant to Exhibit B hereto, shall be converted into the right to
receive, at the election of the holder thereof, either (x) $45.61 in cash (the
“Cash Consideration”) or (y) a number of partnership common units (“OP Units”)
of Aimco OP calculated by dividing $45.61 by the average closing price of
Apartment Investment and Management Company common stock, as reported on the
NYSE, over the ten consecutive trading days ending on the second trading day
immediately prior to the date of the Second Effective Time (the “OP Unit
Consideration” and, together with the Cash Consideration, the “Merger
Consideration”).





               (ii) Notwithstanding Section 2(d)(i), if Aimco OP determines that the law of the state or
other jurisdiction in which a holder of New CPF XV Units resides would prohibit the issuance of OP
Units in that state or jurisdiction, or that the registration or qualification in that state or
other jurisdiction would be prohibitively costly



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(each such state or jurisdiction, a “Specified Jurisdiction”), then such holder will only be
entitled to receive the Cash Consideration for each New CPF XV Unit.




	 	(i)	 	Aimco OP shall prepare a form of election (the “Election Form”)
describing the Second Merger, pursuant to which each holder of New CPF XV Units
will have the right to elect to receive either the Cash Consideration or the OP
Unit Consideration (subject to Section 2(d)(ii)). Aimco OP shall mail or cause
to be mailed an Election Form to each holder of New CPF XV Units, together with
any other materials that Aimco OP determines to be necessary or prudent, no
later than ten (10) days after the Second Effective Time. An election to
receive the Cash Consideration or the OP Unit Consideration shall be effective
only if a properly executed Election Form is received by Aimco OP or its
designees prior to 5:00 p.m., Eastern Time on the day that is thirty (30) days
after the mailing of such Election Form by Aimco OP. If a holder New CPF XV
Units fails to return a duly completed Election Form within the time period
specified in the Election Form, such holder shall be deemed to have elected to
receive the Cash Consideration. In addition, each holder of New CPF XV Units
that resides in a Specified Jurisdiction will be deemed to have elected the
Cash Consideration. CPF XV, New CPF XV, the Aimco Subsidiary and Aimco OP agree
that holders of New CPF XV Units shall have the right to revoke any election
made in connection with the Second Merger at any time prior to the expiration
of the time period stated in the Election Form. Aimco OP and FCMC, by mutual
agreement, shall have the right to make rules, not inconsistent with the terms
of this Agreement, governing the validity of Election Forms and the issuance
and delivery of the Merger Consideration, as applicable.






	 	(i)	 	Treatment of General Partners’ Interests. Each New CPF XV GP
Interest outstanding immediately prior to consummation of the Second Merger shall
remain outstanding and unchanged, with all of the rights set forth in the Partnership
Agreement.
	 
	 	(i)	 	Treatment of Interests in the Aimco Subsidiary. The entire
membership interest in the Aimco Subsidiary immediately prior to the Second Effective
Time shall be converted into one hundred (100) New CPF XV Units of the Second
Surviving Entity.





     SECTION 3. Appraisal Rights. In connection with the First Merger, none of the
partners in CPF XV or New CPF XV will have any dissenters’ appraisal rights. In connection with the
Second Merger, the holders of New CPF XV Units immediately prior to the Second Merger shall have
the appraisal rights set forth in Exhibit B hereto.



     SECTION 4. Covenants. Aimco OP agrees to pay for, or reimburse CPF XV and New CPF XV
for, all expenses incurred by CPF XV and New CPF XV in connection with the Mergers and the
transactions contemplated hereby. Aimco OP agrees to pay cash or issue and deliver OP Units to the
former holders of New CPF XV Units, in accordance with Section 2(d) of this Agreement.



     SECTION 5. Conditions to the Mergers. Notwithstanding any provisions of this
Agreement to the contrary, none of the parties hereto shall be required to consummate the
transactions contemplated hereby if any third-party consent, authorization or approval that any of
the parties hereto deem necessary or desirable in connection with this Agreement, or the
consummation of the transactions contemplated hereby, has not been obtained or received.



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      SECTION 6. Tax Treatment.




	 	(i)	 	First Merger. The parties hereto acknowledge and agree that for
federal income tax purposes, the First Merger will be treated as follows:






	 	(i)	 	CPF XV will be deemed to have obtained as a result of the First
Merger an initial capital account balance in the First Surviving Entity
reflecting the tax bases of the assets so treated as contributed by CPF XV to
the First Surviving Entity.
	 
	 	(i)	 	Each partner in the First Surviving Entity will have an initial
capital account balance in the First Surviving Entity equal to its
proportionate share of such initial capital account balance so deemed obtained
by CPF XV.
	 
	 	(i)	 	In accordance with the foregoing, the respective initial
capital account balances of the general partners and limited partners of the
First Surviving Entity immediately following the First Effective Time shall be
the same as those of the general partners and the limited partners of CPF XV
immediately prior to the First Effective Time.





               (iv) The First Merger should not be treated as a realization event and, in accordance with the
foregoing, the First Surviving Entity shall be treated as the continuation of CPF XV for federal
income tax purposes.




	 	(i)	 	Second Merger. The parties hereto intend and agree that, for Federal
income tax purposes, (i) any payment of cash for New CPF XV Units shall be treated as
a sale of such New CPF XV Units by such holder and a purchase of such New CPF XV Units
by Aimco OP for the cash so paid under the terms of this Agreement in accordance with
the guidelines set forth in Treas. Reg. Sections 1.708-1(c)(3) and 1.708-1(c)(4), and
(ii) each such holder of New CPF XV Units who accepts cash explicitly agrees and
consents to such treatment. Furthermore, the parties hereto intend and agree that, for
Federal income tax purposes, (i) any exchange of New CPF XV Units for OP Units under
the terms of this Agreement shall be treated in accordance with Sections 721 and 731
of the Internal Revenue Code of 1986, as amended, and (ii) each such holder of New CPF
XV Units who accepts OP Units explicitly agrees and consents to such treatment. Any
cash and/or OP Units to which a holder of New CPF XV Units is entitled pursuant to
this Agreement shall be paid only after the receipt of a consent from such holder
that, for Federal income tax purposes, the receipt of cash and/or OP Units shall be
treated as described in this Section 6(b).





      SECTION 7. FURTHER ASSURANCES.




	 	(i)	 	From time to time, as and when required by the First Surviving Entity or by
its successors and assigns, there shall be executed and delivered on behalf of CPF XV
such deeds and other instruments, and there shall be taken or caused to be taken by
CPF XV all such further actions, as shall be appropriate or necessary in order to
vest, perfect or confirm, of record or otherwise, in the First Surviving Entity the
title to and possession of all property, interests, assets, rights, privileges,
immunities, powers, franchises and authority of CPF XV, and otherwise to carry out the
purposes of this Agreement, and the officers and directors of FCMC are fully
authorized in the name and on behalf CPF XV or otherwise to take any and all such
action and to execute and deliver any and all such deeds and other instruments.
	 
	 	(i)	 	From time to time, as and when required by the Second Surviving Entity or by
its successors and assigns, there shall be executed and delivered on behalf of the
Aimco Subsidiary such deeds and other instruments, and there shall be taken or caused
to be




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	 	 	 	taken by the Aimco Subsidiary all such further actions, as shall be
appropriate or necessary in order to vest, perfect or confirm, of record or
otherwise, in the Second Surviving Entity title to and possession of all
property, interests, assets, rights, privileges, immunities, powers,
franchises and authority of the Aimco Subsidiary, and otherwise to carry out
the purposes of this Agreement, and the officers and directors of FCMC are
fully authorized in the name and on behalf of Aimco Subsidiary or otherwise
to take any and all such action and to execute and deliver any and all such
deeds and other instruments.





     SECTION 8. Amendment. Subject to applicable law, this Agreement may be amended, modified or
supplemented by written agreement of the parties hereto at any time prior to the consummation of
the Mergers with respect to any of the terms contained herein.



     SECTION 9. Abandonment. At any time prior to consummation of the Mergers, this Agreement may
be terminated and the Mergers may be abandoned without liability to any party hereto by any of the
Aimco Subsidiary, Aimco OP, CPF XV or New CPF XV, in each case, acting in its sole discretion and
for any reason or for no reason, notwithstanding approval of this Agreement by any of the members
of the Aimco Subsidiary, the partners of CPF XV or the general partner of Aimco OP.



     SECTION 10. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without reference to the conflict of law provisions
thereof.



     SECTION 11. No Third-Party Beneficiaries. No provision of this Agreement is intended to
confer upon any person, entity, or organization other than the parties hereto any rights or
remedies hereunder, other than the appraisal rights given to holders of New CPF XV Units pursuant
to Section 3.



[Signatures appear on following page.]






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     IN WITNESS WHEREOF, CPF XV, New CPF XV, the Aimco Subsidiary and Aimco OP have caused this
Agreement to be signed by their respective duly authorized officers as of the date first above
written.



	 	 	 	 	 
	 	CENTURY PROPERTIES FUND XV



	 
	 	 	 	 
	 	By:  	Fox Capital Management Corporation,

its Managing General Partner
 
	 
	 	 	 	 
	 
	 	By:  	/s/ Trent A. Johnson
 	 
	 	 	Name:  	Trent A. Johnson 	 
	 	 	Title:  	Vice President and Assistant General Counsel 	 
	 
	 	CENTURY PROPERTIES FUND XV, LP



	 
	 	 	 	 
	 	By:  	Aimco Properties, L.P.,

its General Partner
 
	 
	 	 	 	 
	 	By:  	AIMCO-GP, Inc.

its General Partner
 
	 
	 	 	 	 



 
    	 
	 	By:  	/s/ Trent A. Johnson
 	 
	 	 	Name:  	Trent A. Johnson 	 
	 	 	Title:  	Vice President and Assistant General Counsel 	 
	 
	 	AIMCO CPF XV MERGER SUB LLC



	 
	 	 	 	 
	 	By:  	Aimco Properties, L.P.,

its sole Member
 
	 
	 	 	 	 
	 	By:  	AIMCO-GP, Inc.

its General Partner
 	 
	 
	 	 	 	 
	 	By:  	/s/ Trent A. Johnson
 	 
	 	 	Name:  	Trent A. Johnson 	 
	 	 	Title:  	Vice President and Assistant General Counsel 	 
	 
	 	AIMCO PROPERTIES, L.P.





	 	By:  	AIMCO-GP, Inc.,

its General Partner
 	 
	 
	 	 	 	 
	 	By:  	/s/ Trent A. Johnson
 	 
	 	 	Name:  	Trent A. Johnson 	 
	 	 	Title:  	Vice President and Assistant General Counsel 	 



 









 






	 	 	 	 	 



EXHIBIT A




AMENDMENT

TO

PARTNERSHIP AGREEMENT

OF

CENTURY PROPERTIES FUND XV





     This AMENDMENT TO THE PARTNERSHIP AGREEMENT OF CENTURY PROPERTIES FUND XV (this
“Amendment”) is entered into as of [•], 2011 by and among Fox Capital Management
Corporation, a California corporation, in its capacity as managing general partner (the
“Managing General Partner”), and each of the Limited Partners. All capitalized terms used
in this Amendment but not otherwise defined herein shall have the respective meanings given to them
in the Partnership Agreement (as defined below).



Recitals




     WHEREAS, Century Properties Fund XV, a California limited partnership (the
“Partnership”), is governed pursuant to the terms of that certain Amended and Restated
Partnership Agreement, dated December 31, 1979, as amended and restated May 29, 1980, and as
further amended to date (the “ Partnership Agreement”);



     WHEREAS, the Partnership and Century Properties Fund XV, LP, a Delaware limited
partnership (the “ Delaware Partnership”), are parties to an Agreement and Plan of Merger,
dated as of July 28, 2011 (the “ Merger Agreement”);



     WHEREAS, pursuant to the Merger Agreement, the Partnership will be merged with and into
the Delaware Partnership, with the Delaware Partnership as the surviving entity;



     WHEREAS, pursuant to the Merger Agreement, at the effective time of the merger, the
Partnership Agreement, as further amended by this Amendment, will become the partnership agreement
of the Delaware Partnership; and



     WHEREAS, the merger will be effected upon the approval or consent of (i) the managing
general partner of each of the Partnership and the Delaware Partnership, and (ii) a majority in
interest of the limited partners of each of the Partnership and the Delaware Partnership.



     NOW, THEREFORE, in consideration of the premises, the agreement of the parties herein
contained, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and confessed, the parties hereby agree as follows:



     1. Amendments to the Partnership Agreement. At the effective time of the merger,
the Partnership Agreement shall be amended as follows:



     (a) In the first paragraph of the Partnership Agreement, the following words are deleted:
“pursuant to the Uniform Limited Partnership Act of the State of California.”



     (b) Beginning in Section 2 of the Partnership Agreement, all references therein to the
Uniform Limited Partnership Act of the State of California or to the Uniform Limited Partnership
Act of California shall be deemed to refer to the Delaware Revised Uniform Limited Partnership Act.



     (c) Beginning in Section 2 of the Partnership Agreement, all occurrences of the phrase “the
State of California” shall be replaced with the phrase “the State of Delaware.”



     (d) Section 1 of the Partnership Agreement is hereby amended and restated to read in its
entirety as follows:



     “1.1 The name of the Partnership is Century Properties Fund XV, LP, and its principal
place of business is 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602 and
thereafter such other place or places as the Managing General Partner may from time to time
determine.



     1.2 Century Properties Fund XV was originally formed as a limited partnership (the
“California Partnership”) pursuant to the provisions of the California Uniform Limited
Partnership Act, upon the terms and conditions set forth in an agreement made as of December 31,
1979. Pursuant to an Agreement and Plan of Merger, dated July 28, 2011, by and between the
California Partnership and Century Properties Fund XV, LP, a Delaware limited partnership (the
“Delaware Partnership”), the California Partnership was merged with and into the Delaware
Partnership, with the Delaware Partnership as the surviving entity (the “ Surviving Entity”)
in the merger (the “ Merger”). At the effective time of the Merger (the “ Effective
Time”), the Merger had the effect provided by applicable law, and the following consequences:
(a) the certificate of limited partnership of the Delaware



 









 




Partnership in effect immediately prior to the Effective Time became the certificate of
limited partnership of the Surviving Entity; (b) the limited partnership agreement of the
California Partnership in effect immediately prior to the Effective Time, as amended as set forth
on Exhibit A to the Merger Agreement, became the partnership agreement of the Surviving
Entity (as so amended, the “ Partnership Agreement”); (c) Fox Capital Management
Corporation, a California corporation, remained as sole Managing General Partner of the Surviving
Entity, and its interest in the California Partnership immediately prior to the Effective Time was
converted into an equivalent interest in the Surviving Entity; (d) Fox Realty Investors, a
California general partnership, remained as a general partner of the Surviving Entity, and its
interest in the California Partnership immediately prior to the Effective Time was converted into
an equivalent interest in the Surviving Entity; (e) the interests of the general partner in the
Delaware Partnership immediately prior to the Effective Time was cancelled; (f) each limited
partner in the California Partnership became a limited partner in the Surviving Entity, with an
interest in the Surviving Entity equivalent to the interest such limited partner had in the
California Partnership immediately prior to the Effective Time; (g) the interest of each limited
partner in the Delaware Partnership immediately prior to the Effective Time was cancelled.
References herein to the “Partnership” are to the California Partnership prior to the Merger and to
the Delaware Partnership, as the Surviving Entity in the Merger, from and after the Effective
Time.”



     2. Miscellaneous.



     (a) Effect of Amendment. In the event of any inconsistency between the terms of
the Partnership Agreement and the terms of this Amendment, the terms of this Amendment shall
prevail. In the event of any conflict of apparent conflict between any of the provisions of the
Partnership Agreement as amended by this Amendment, such conflicting provisions shall be reconciled
and construed to give effect to the terms and intent of this Amendment.



     (b) Ratification. Except as otherwise expressly modified hereby, the Partnership
Agreement shall remain in full force and effect, and all of the terms and provisions of the
Partnership Agreement, as herein modified, are hereby ratified and reaffirmed.



     (c) Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.



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EXHIBIT B




Appraisal Rights of Limited Partners




          Capitalized terms used but not defined herein shall have the respective meanings ascribed
thereto in the Agreement and Plan of Merger, dated as of July 28, 2011 (the “Merger Agreement”), by
and among Century Properties Fund XV, a California limited partnership (“CPF XV”), Century
Properties Fund XV, LP, a Delaware limited partnership (“New CPF XV”), AIMCO CPF XV Merger Sub LLC,
a Delaware limited liability company (the “Aimco Subsidiary”), and AIMCO Properties, L.P., a
Delaware limited partnership (“Aimco OP”). In connection with the Second Merger, limited partners
of New CPF XV shall have the following appraisal rights:




          (a) Any limited partner who holds New CPF XV Units on the effective date of the Second
Merger who has not consented to the Second Merger (the “Nonconsenting Limited Partners”) and
who has otherwise complied with paragraph (b) hereof shall be entitled to an appraisal by
arbitration of the fair value of the Nonconsenting Limited Partner’s New CPF XV Units. This
arbitration shall be conducted in Denver, Colorado, in accordance with the Commercial
Arbitration Rules of the American Arbitration Association (“AAA”), excluding the Procedures
for Large, Complex Commercial Disputes, by a single arbitrator selected by Aimco OP from a
panel of AAA arbitrators who are qualified to value investment interests in commercial real
estate. Any action for judicial review or enforcement of the arbitration award shall be
brought in a court of competent jurisdiction located in Denver, Colorado.




          (b) Within 10 days after the effective date of the Second Merger, Aimco OP shall notify
each of the Nonconsenting Limited Partners of the consummation of the Second Merger, the
effective date of the Second Merger and that appraisal rights are available for any or all
New CPF XV Units held by Nonconsenting Limited Partners, and shall include in such notice a
copy of this Exhibit. Such notice shall include an Election Form pursuant to which
Nonconsenting Limited Partners may elect an appraisal by arbitration of the fair value of
their New CPF XV Units pursuant to paragraph (a) hereof. Any limited partner who holds New
CPF XV Units on the effective date of the Second Merger and who has not consented to the
Second Merger shall be entitled to receive such notice and may, within 30 days after the
date of mailing of such notice (such 30th day being the “Election Deadline”),
demand from Aimco OP the appraisal of his or her New CPF XV Units by making the appropriate
election in the Election Form in accordance with the instructions thereto. Each completed
Election Form must be delivered to the address, and within the time period, specified in the
instructions to the Election Form. If a Nonconsenting Limited Partner fails to properly
complete an Election Form or return it to the correct address within the specified time
period, such Nonconsenting Limited Partner shall be deemed to have elected not to seek an
appraisal of his or her New CPF XV Units, and will be deemed to have elected the Cash
Consideration.




          (c) At any time prior to the Election Deadline, any Nonconsenting Limited Partner who
has made a demand for appraisal of his or her New CPF XV Units shall have the right to
withdraw his or her demand for appraisal and to accept the Cash Consideration payable
pursuant to the Merger Agreement. Nonconsenting Limited Partners who wish to withdraw their
demands must do so in writing delivered to Aimco Properties, L.P., c/o Eagle Rock Proxy
Advisors, LLC, by mail at 12 Commerce Drive, Cranford, New Jersey, 07016, or by fax at (908)
497-2349. At any time within 20 days after the Election Deadline, any Nonconsenting Limited
Partner who has complied with the requirements of subsections (a) and (b) hereof, upon
written request, shall be entitled to receive from Aimco OP a statement setting forth the
aggregate number of New CPF XV Units with respect to which Nonconsenting Limited Partners
have made demands for appraisal and the aggregate number of holders of such New CPF XV
Units. Such written statement shall be mailed to the Nonconsenting Limited Partner within 10
days after such Nonconsenting Limited Partner’s written request for such a statement is
received by Aimco OP or within 20 days after the Election Deadline, whichever is later.




          (d) Upon the submission of any such demand by a Nonconsenting Limited Partner, Aimco OP
shall, within 40 days after the Election Deadline, submit to the arbitrator a duly verified
list containing the names and addresses of all Nonconsenting Limited Partners who have
demanded payment for their New CPF XV Units and with whom agreements as to the value of
their New CPF XV Units have not been reached with Aimco OP. The arbitrator shall give notice
of the time and place fixed for the hearing of such



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demand by registered or certified mail to Aimco OP and to the Nonconsenting Limited
Partners shown on the list at the addresses therein stated. The forms of the notices shall
be approved by the arbitrator, and the costs of the preparation and mailing thereof shall be
borne by Aimco OP.



          (e) At the hearing on such demand, the arbitrator shall determine as to each of the
Nonconsenting Limited Partners whether the Nonconsenting Limited Partner is entitled to
appraisal rights hereunder.



          (f) After determining the Nonconsenting Limited Partners entitled to an appraisal, the
arbitrator shall appraise the New CPF XV Units, determining their fair value, as of the date
of the Second Merger, exclusive of any element of value arising from the accomplishment or
expectation of the Second Merger, together with interest, if any, to be paid upon the amount
determined to be the fair value. In determining such fair value, the arbitrator shall take
into account all factors relevant to the issue of fair value of the New CPF XV Units, using
the legal standard of fair value that would apply if the Nonconsenting Limited Partner were
a stockholder in a corporation entitled to appraisal rights as a result of a corporate
merger under the corporation laws of the state of Delaware. Unless the arbitrator in his or
her discretion determines otherwise for good cause shown, interest from the effective date
of the Second Merger through the date of payment of the judgment shall be compounded
quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any
surcharge), as established from time to time during the period between the effective date of
the Second Merger and the date of payment of the judgment. Upon application by Aimco OP or
by any Nonconsenting Limited Partner entitled to participate in the appraisal proceeding,
the arbitrator may, in his or her discretion, proceed with the appraisal prior to the final
determination of the Nonconsenting Limited Partners entitlement to appraisal rights
hereunder. Any Nonconsenting Limited Partner whose name appears on the list submitted by
Aimco OP pursuant to paragraph (d) hereof may participate fully in all proceedings until it
is finally determined that such Nonconsenting Limited Partner is not entitled to appraisal
rights hereunder.



          (g) The arbitrator shall direct the payment of the fair value of the New CPF XV Units
(which will be paid only in cash), together with interest, if any, by Aimco OP to the
Nonconsenting Limited Partners entitled thereto. Payment shall be so made to each such
Nonconsenting Limited Partner upon the receipt by Aimco OP of the written consent from such
Nonconsenting Limited Partner that, for federal income tax purposes, the issuance of cash
for the New CPF XV Units shall be treated as a sale of the New CPF XV Units by the owner and
a purchase of such New CPF XV Units by Aimco OP for the Cash Consideration so paid under the
terms of the Merger Agreement in accordance with the guidelines set forth in Treas. Reg.
Sections 1.708-1(c)(3) and 1.708-1(c)(4) and the release described in (i) hereof.



          (h) The costs of the proceeding may be determined by the arbitrator and taxed upon the
parties as the arbitrator deems equitable in the circumstances. Upon application of a
Nonconsenting Limited Partner, the arbitrator may order all or a portion of the expenses
incurred by any Nonconsenting Limited Partner in connection with the appraisal proceeding,
including, without limitation, reasonable attorney’s fees and the fees and expenses of
experts, to be charged pro rata against the value of all the interests entitled to an
appraisal.



          (i) Any Nonconsenting Limited Partner who has made a demand for appraisal of his or her
New CPF XV Units and who has not withdrawn the demand before the Election Deadline shall be
deemed to have entered into a binding contract with Aimco OP to accept the fair value
awarded by the arbitrator in exchange for his or her New CPF XV Units, plus any interest as
provided herein. The award of fair value, plus any interest, to the Nonconsenting Limited
Partners shall be exclusive of and in lieu of any other right, claim or remedy under the
state or federal law that the Nonconsenting Limited Partner may have with respect to his or
her New CPF XV Units whether under the Merger Agreement or otherwise and whether against CPF
XV, New CPF XV, FCMC, FRI, Aimco-GP, Apartment Investment and Management Company, Aimco OP,
or any other person or entity, and the Nonconsenting Limited Partner shall execute and
deliver a release of all other such rights, claims and remedies in exchange for payment of
the award.



          (j) From and after the effective date of the Second Merger, no Nonconsenting Limited
Partner who has demanded appraisal rights as provided in paragraph (b) hereof shall be
entitled to vote such New CPF XV Units for any purpose or to receive payment of
distributions on such interests (except distributions



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payable as of a record date prior to the effective date of the Second Merger);
provided, however, that if such Nonconsenting Limited Partner shall deliver to Aimco
Properties, L.P., c/o Eagle Rock Proxy Advisors, LLC, by mail at 12 Commerce Drive,
Cranford, New Jersey, 07016, or by fax at (908) 497-2349, a written withdrawal of such
Nonconsenting Limited Partner’s demand for an appraisal and an acceptance of the Cash
Consideration payable pursuant to the Merger Agreement, either as provided in paragraph (c)
hereof or thereafter with the written approval of Aimco OP, then the right of such
Nonconsenting Limited Partner to an appraisal shall cease. The appraisal proceeding may also
be dismissed as to any Nonconsenting Limited Partner with the agreement or consent of Aimco
OP upon such terms as the two parties may agree. Except as provided in the two foregoing
sentences, no appraisal proceeding before the arbitrator shall be dismissed as to any
Nonconsenting Limited Partner without the approval of the arbitrator, and such approval may
be conditioned upon such terms as the arbitrator deems just.




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