exv10w1






Exhibit 10.1




AGREEMENT AND PLAN OF MERGER




     Agreement and Plan of Merger (this “Agreement”), dated as of November 24, 2010, by and
between Angeles Partners XII, a California limited partnership (the “California Partnership”), and
Angeles Partners XII, LP, a Delaware limited partnership (the “Delaware Partnership”).



     WHEREAS, Angeles Realty Corporation II, a California corporation (the “Managing General
Partner”), is the managing general partner of the California Partnership and of the Delaware
Partnership;



     WHEREAS, AIMCO Angeles GP, LLC, a Delaware limited liability company (the “Non-Managing
General Partners”), is the non-managing general partner of the California Partnership and the
Delaware Partnership;



     WHEREAS, the Managing General Partner and the Non-Managing General Partner have
determined that the merger of the California Partnership with and into the Delaware Partnership is
in the best interests of the California Partnership, the Delaware Partnership and their respective
limited partners; and



     WHEREAS, the parties desire to enter this Agreement to evidence the terms, provisions,
representations, warranties, covenants and conditions upon which such merger will be consummated.



     NOW, THEREFORE, in consideration of these premises and of the mutual provisions,
conditions and covenants herein contained, the parties hereto do hereby agree as follows:



     1. The Merger. Upon the terms and subject to the conditions set forth herein, the
California Partnership shall be merged with and into the Delaware Partnership (“Merger”), and the
Delaware Partnership shall be the surviving entity in the Merger (the “Surviving Entity”). As soon
as practicable after all of the conditions to the Merger set forth herein have been satisfied, the
California Partnership and the Delaware Partnership shall (a) execute a certificate of merger and
file it with the California Secretary of State and (b) execute a certificate of merger and file it
with the Delaware Secretary of State. The Merger will become effective upon the filing of such
certificates (the “Effective Time”).



     2. Consequences of the Merger.


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


          (b) Partnership Agreement. The limited partnership agreement of the California
Partnership in effect immediately prior to the Effective Time, as amended as set forth on Annex A
hereto, shall be the partnership agreement of the Surviving Entity (as so amended, the “Partnership
Agreement”) unless and until subsequently amended. The general partners and each limited partner of
the Surviving Entity shall have the rights under, be bound by and be subject to the terms and
conditions of, the Partnership Agreement, as a general partner or partner, as applicable.


          (c) Conversion of Equity Interests.




          (i) General Partners. The Managing General Partner and the Non-Managing General
Partner shall be the managing general partner and non-managing general partner,
respectively, of the Surviving Entity. The interests of the Managing General Partner and
the Non-Managing General Partner in the California Partnership immediately prior to the
Effective Time shall be converted into equivalent interests in the Surviving Entity. The
interests of the Managing General Partner and the Non-Managing General Partner in the
Delaware Partnership immediately prior to the Effective Time shall be cancelled.



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          (ii) Limited Partners. Each limited partner in the California Partnership shall be a
limited partner in the Surviving Entity. The interest of each limited partner in the
California Partnership immediately prior to the Effective Time shall be converted into an
equivalent interest in the Surviving Entity. The interest of each limited partner in the
Delaware Partnership immediately prior to the Effective Time shall be cancelled.


          (d) Tax Treatment of Merger. The parties hereto acknowledge and agree that for
federal income tax purposes the Merger will be treated as follows:




          (i) The California Partnership will be deemed to have obtained as a result of the
Merger an initial capital account balance in the Surviving Entity reflecting the tax bases
of the assets so treated as contributed by the California Partnership to the Surviving
Entity.




          (ii) Each partner in the Surviving Entity will have an initial capital account balance
in the Surviving Entity equal to its proportionate share of such initial capital account
balance so deemed obtained by the California Partnership.




          (iii) In accordance with the foregoing, the respective initial capital account
balances of the general partners and limited partners of the Surviving Entity immediately
following the Effective Time shall be the same as those of the general partners and the
limited partners of the California Partnership immediately prior to the Effective Time.




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



     3. No Dissenters’ Rights. None of the partners in the California Partnership or the
Delaware Partnership will have any dissenters’ rights in connection with the Merger.



     4. Conditions to the Merger. The Merger shall not occur unless and until the
Merger has been approved or consented to by a majority in interest of limited partners of each of
the California Partnership and the Delaware Partnership.



     5. Further Acts After Effective Time. If, at any time after the Effective Time,
the Surviving Entity considers or is advised that any deeds, bills of sale, assignments,
assurances, or any other actions or things are necessary or desirable to vest, perfect, or confirm
of record or otherwise in the Surviving Entity its right, title or interest in, to or under any of
the rights, properties or assets of the California Partnership to be acquired by the Surviving
Entity as a result of, or in connection with, the Merger or to otherwise carry out this Agreement,
the general partner of the Surviving Entity shall be authorized to execute and deliver, in the name
and on behalf of the California Partnership, all such deeds, bills of sale, assignments and
assurances, and to take and do, in the name and on behalf of the California Partnership all such
other actions and things as may be necessary or desirable to vest, perfect or confirm any and all
right, title and interest in, to and under such rights, properties or assets in the Surviving
Entity or to otherwise carry out this Agreement.



     6. Abandonment. At any time prior to consummation of the Merger, this Agreement
may be terminated and the Merger may be abandoned without liability to any party hereto upon the
mutual consent of the California Partnership and the Delaware Partnership, in their sole discretion
and for any reason or for no reason, notwithstanding approval of this Agreement by any of their
partners.



     7. Applicable Law. This Agreement shall be governed in all respects by the laws
of the State of Delaware as applied to contracts entered into solely between residents of, and to
be performed entirely in, such state.



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     8. No Third Party Beneficiaries. Nothing in this Agreement is intended to
confer upon any person, entity, or organization other than the parties hereto (and their successors
and assigns) any rights or remedies hereunder.



     9. Entire Agreement. This Agreement, together with the Annex hereto,
constitutes the entire agreement of the parties with respect to the subject matter hereof. All
prior or contemporaneous agreements or understandings between the parties with respect to the
subject matter hereof, whether written or oral, are merged herein and shall be of no force or
effect. This Agreement cannot be changed, modified, or discharged except by a writing executed and
delivered by each of the parties.



     10. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be an original, but all of which together shall constitute one instrument.



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     IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be signed as of the
date first above written.



	 	 	 	 	 
	 	ANGELES PARTNERS XII

 	 
	 	By:  	ANGELES REALTY CORPORATION II,
 	 
	 	 	its Managing General Partner 	 



					
	 	
 	 
	 	By:  	            /s/  Derek S. McCandless
 	 
	 	 	Name:  	Derek S. McCandless 	 
	 	 	Title:  	Senior Vice President and

Assistant General Counsel 	 



	 	 	 	 	 
	 	ANGELES PARTNERS XII, LP

 	 
	 	By:  	ANGELES REALTY CORPORATION II,
 	 
	 	 	its Managing General Partner 	 



					
	 	
 	 
	 	By:  	            /s/  Derek S. McCandless
 	 
	 	 	Name:  	Derek S. McCandless 	 
	 	 	Title:  	Senior Vice President and


Assistant General Counsel 	 







 









 








ANNEX A




THIRD AMENDMENT

TO THE

AMENDED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP

OF

ANGELES PARTNERS XII, LP