Exhibit 10.1
EXECUTION VERSION
CONTRIBUTION AGREEMENT
BY AND BETWEEN
STEADFAST INCOME REIT, INC.,
and
BREIT STEADFAST MF JV LP
and
BREIT STEADFAST MF PARENT LLC
and
BREIT STEADFAST MF GP LLC
Date: November 10, 2017
Properties:
21 Property Multifamily Portfolio (including Valley Farms
Clubhouse)
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as of
the 10th day of November, 2017, by and between STEADFAST INCOME REIT, INC.
(hereinafter referred to as "Steadfast"), BREIT STEADFAST MF JV LP (hereinafter
referred to as the "Company") BREIT STEADFAST MF PARENT LLC (hereinafter
referred to as "BREIT LP") and BREIT STEADFAST MF GP LLC (the "BREIT GP";
together with BREIT LP, hereinafter referred to, collectively, as "Blackstone"
or the "BREIT Partners") (each a "Party" and collectively the "Parties").
W I T N E S S E T H T H A T:
WHEREAS, Steadfast is the beneficial owner of each of the properties listed on
Exhibit A attached hereto (including the Land, Improvements and all right, title
and interest in the Appurtenances, Personal Property, Leases and Designated
Service Contracts related thereto, each individually, a "Property", and
collectively, the "Properties"); and
WHEREAS, Steadfast desires to contribute the Properties to the Company (which at
Closing shall be a limited partnership between the BREIT Partners and SIR LANDS
Holdings, LLC, a Delaware limited liability company, a subsidiary of Steadfast
(the "Steadfast Partner")) upon the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual promises, covenants and agreements
hereinafter set forth and of other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties hereto intending
to be legally bound, hereby agree as follows:
1.DEFINITIONS AND MEANINGS
In addition to any other terms whose definitions are fixed and defined by this
Agreement, each of the following defined terms, when used in this Agreement with
an initial capital letter, shall have the meaning ascribed thereto by this
Article 1:
1.1
"Accountants" is defined in Section 18.20 of this Agreement.
1.2
"Affiliate" means with respect to a specified Person any other Person
which directly or indirectly controls, is under common control with, or is
controlled by, such specified Person.
1.3
"Affiliate Agreements" is defined in Section 9.1.24 of this Agreement.
1.4
"Agreed Value" means, with respect to each Property, the amount set forth
on Exhibit B hereto for such Property. "Agreed Values" means each Agreed Value
collectively.
1.5
"Agreement" means this Contribution Agreement, together with any and all
amendments, modifications, or supplements hereof and any and all exhibits,
schedules, and addenda attached hereto.
2
1.6
"Appeal" is defined in Section 6.2.1(a) of this Agreement.
1.7
"Appurtenances" related to a Property means all easements, rights, ways,
waterways, rights-of-way, covenants, and appurtenances benefiting the Land and
Improvements related to such Property.
1.8
"Assumed Loan" means any of the loans identified on Exhibit D attached
hereto, which is secured by a mortgage and security interest in any Encumbered
Property. Collectively, such loans are herein referred to