Exhibit 10.1
Agreement to Distribute Assets
Agreement to Distribute Assets
This Agreement to Distribute Assets (the "Agreement") is made and
entered into by and among TCTB PARTNERS, LTD. ("TCTB Partners" or the
"Partnership") TCTB COMPANY, a Texas corporation ("TCTB Company" or the "General
Partner"), and XXXX X. XXXXX, XXXX X. XXXXX, (collectively "Xxxxx") MCGRAW
BROTHERS INVESTMENTS, a Texas general partnership, ("McGraw") AMEN PROPERTIES,
INC., a Delaware corporation ("Amen"), XXXX XXXXXXXXX ("Xxxxxxxxx"), XXXX
XXXXXXX ("Xxxxxxx"), and XXX XXXXXX ("Xxxxxx") as limited partners (the "Limited
Partners"), (the Limited Partners and General Partner are collectively referred
to herein as the "Partners"), and 0000 Xxxxxxxx Partners, Ltd ("1500 Broadway").
Recitations
The Partnership currently owns the building located at 0000 Xxxxxxxx,
Xxxxxxx, Xxxxx, subject to various leases and including certain personal
property associated with the building (collectively, the "Property").
The Partners have agreed it is in their best interest to distribute the
Property according to the sharing ratios of the Partners, free of any debt.
XXXXX FARGO BANK TEXAS, N.A. (the "Bank") has agreed to release its
lien on the Property and allow the General Partner to distribute the Property to
the Partners in exchange for the Partnership providing a certificate of deposit
in the amount of $2,100,000 as collateral.
Following the distribution of the Property, TCTB Company, Stallings,
Amen, Xxxxxxx and Xxxxxx desire to sell their undivided interest in the Property
to 0000 Xxxxxxxx for $4,568,814.08, ($5,500,000 purchase price multiplied by the
ownership interest of the selling Partners) with such agreement being
memorialized in a separate purchase and sale agreement, between 0000 Xxxxxxxx
and TCTB Partners as nominee for TCTB Company, Stallings, Amen, Xxxxxxx and
Xxxxxx (the "Purchase and Sale Agreement").
Xxxxxx and Xxxxxxx have a right to receive a back-in interest in the
Partnership triggered by the distribution of the Property to the Partners (the
"Xxxxxx/Xxxxxxx Back-In").
Xxxxx and McGraw desire to contribute their undivided interests in the
Property to 0000 Xxxxxxxx Partners, Ltd. as capital contributions.
Contemporaneously with the distribution of the Property, the General
Partner desires to make a capital call on the Partners to fund the remaining
amounts due on the certificate of deposit as collateral for the Bank.
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In order to facilitate the transaction set forth above and to save
expenses and legal fees, the Partnership will distribute beneficial ownership of
the Property to the Partners, but transfer legal title to the Property directly
to 0000 Xxxxxxxx on behalf of the Partners.
NOW THEREFORE, the parties agree as follows:
1. By execution of this Agreement, the General Partner is deemed to have
distributed beneficial title to an undivided interest in the Property to
the Partners, free and clear of any debts owed to the Bank, and after
application of the Xxxxxx/Xxxxxxx Back-In, as follows:
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TCTB Company 1.00000000%
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Amen Properties, Inc. 71.34801%
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Xxxx X. Xxxxx 4.12000%
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Xxxx X. Xxxxx 4.12000%
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McGraw Brothers Investments 8.24000%
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Xxxx Xxxxxxxxx 7.94580%
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Xxxx Xxxxxxx/ Xxx Xxxxxx 3.22619%
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TOTAL 100.00%
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2. While beneficial title to the Property resides as set forth above, in order
to facilitate the closing, the Partners agree that the Partnership will
continue to hold record title to the Property, and then transfer record
title to the Property directly to 0000 Xxxxxxxx.
3. Xxxxx and McGraw hereby agree to contribute their interests in the Property
to 0000 Xxxxxxxx as capital contributions, with such contribution being
evidenced by the transfer of record title from TCTB Partners to the
Property directly to 0000 Xxxxxxxx.
Pursuant to the terms of the Purchase and Sale Agreement to be signed
contemporaneously with this Agreement (the "Purchase and Sale Agreement"), TCTB
Company, Stallings, Amen, Xxxxxxx and Xxxxxx are selling their entire undivided
interests in the Property to 0000 Xxxxxxxx in exchange for cash. The Partners
hereby authorize TCTB Partners to enter into the Purchase and Sale Agreement as
nominee for the Partners, and agree that all references to Seller shall be
deemed to include the interests of TCTB Company, Stallings, Amen, Xxxxxxx and
Xxxxxx. Closing on the sale shall take place on or before December 31, 2004. The
gross purchase price (before netting out closing costs) will be allocated as per
the settlement statement attached as Exhibit A.
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4. By their signatures below, all the parties acknowledge 0000 Xxxxxxxx
Partners, Ltd. owns all the Property. All necessary transfers of title of
real and personal property will be accomplished as soon as possible. To the
extent any titles of real or personal property are overlooked or remain in
a name other than 0000 Xxxxxxxx Partners, Ltd, then that person will be a
nominee for 0000 Xxxxxxxx Partners, Ltd as to that interest.
5. Contemporaneously with the Closing, the General Partner will make a capital
call on the Partners to raise $400,000 of additional capital. TCTB Company,
Stallings, Amen, Xxxxxxx and Xxxxxx agree to allow the General Partner to
transfer a portion of their net sales proceeds to the General Partner in
amounts sufficient to meet their respective portions of the capital call in
accordance with the partnership sharing percentages set forth in Section 1
above. Xxxxx and McGraw will separately fund their respective portions of
the capital call in accordance with the partnership sharing percentages set
forth in Section 1 above.
6. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and the same instrument.
EXECUTED to be effective as of the 31st day of December, 2004.
ADDRESS: NAME
000 X. Xxxx, Xxxxx 0000 TCTB Partners, Ltd.
Xxxxxxx, Xxxxx 00000 By: TCTB Company, Inc., its sole
general partner
By: /s/ Xxx Xxxxxx
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Xxx Xxxxxx, President
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000 X. Xxxx, Xxxxx 0000 TCTB Company, Inc.
Xxxxxxx, Xxxxx 00000
By: /s/ Xxx Xxxxxx
--------------------------
Xxx Xxxxxx, President
X.X. Xxx 0000 Xxxxxxx, Xxxxx 00000 /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
X.X. Xxx 0000 Xxxxxxx, Xxxxx 00000 /s/ Xxxx X. Xxxxx
---------------------------
Xxxx X. Xxxxx
P.O. Box 7515 McGraw Brothers Investments Xxxxxxx, Xxxxx 00000
By: /s/ Xxxx X. XxXxxx
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Xxxx X. XxXxxx,
Managing General Partner
000 X. Xxxx, Xxxxx 0000 Amen Properties, Inc.
Xxxxxxx, Xxxxx 00000
By: /s/ Xxx Xxxxxx
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Xxx Xxxxxx, President
X.X. Xxx 00000 Xxxxxxx, Xxxxx 00000 /s/ Xxxx Xxxxxxxxx
--------------------------
Xxxx Xxxxxxxxx
000 X. Xxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000 /s/ Xxxx Xxxxxxx
--------------------------
Xxxx Xxxxxxx
000 X. Xxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000 /s/ Xxx Xxxxxx
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Xxx Xxxxxx
Xxxx 4
P.O. Box 5562 1500 Broadway Partners, Ltd
Xxxxxxx, Xxxxx 00000 By: Western Green Oaks Corporation
its General Partner
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, President
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