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EXHIBIT 10.15
ASSIGNMENT OF PARTNER INTEREST
AND AMENDMENT TO
AMENDED AND RESTATED PARTNERSHIP AGREEMENT
OF
XXXXXXXXXXX CAPITAL
This Assignment of Partner Interest and Amendment to the Amended and
Restated Partnership Agreement of Xxxxxxxxxxx Capital, dated as of November 4,
1997 (this "Assignment and Amendment Agreement"), is entered into by and
among Xxxxxxxxxxx Financial Corp., a Delaware corporation and the managing
partner ("Opfin"), Value Advisors LLC, a Delaware limited liability company
and the successor managing partner ("Value Advisors"), and Xxxxxxxxxxx
Capital, L.P., a Delaware limited partnership and a partner ("Opcap L.P.")
W I T N E S S E T H:
WHEREAS, Xxxxxxxxxxx Capital (the "Partnership") has been formed as a
general partnership under the Uniform Partnership Law of the State of Delaware
(6 Del. C. Section 1501, et seq.) (the "DUPL") pursuant to an Amended and
Restated Partnership Agreement of the Partnership, dated as of March 14, 1991
(as amended, the "Partnership Agreement");
WHEREAS, Opfin is the sole managing partner of the Partnership and Opcap
LP is the only other partner of the Partnership;
WHEREAS, Opfin desires to designate Value Advisors as the Managing Partner
(as defined in the Partnership Agreement) and immediately thereafter assign,
transfer and convey all of its interest in the Partnership as a partner of the
Partnership (the "Partner Interest") to Value Advisors pursuant to the
Contribution Agreement, dated as of
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November 4, 1997, among the parties named therein (the "Contribution
Agreement"), and Opfin desires to withdraw from the Partnership as a partner of
the Partnership;
WHEREAS, Value Advisors desires to become the Managing Partner and to
purchase the Partner Interest presently held by Opfin, and Value Advisors
desires to be admitted to the Partnership as a successor partner of the
Partnership;
WHEREAS, this Assignment and Amendment Agreement is being adopted pursuant
to the provisions of the Partnership Agreement and is an amendment to the
Partnership Agreement that may be adopted by the Managing Partner without the
approval of Opcap L.P.; and
WHEREAS, the undersigned, being all of the partners of the Partnership, to
accomplish the foregoing, desire to amend the Partnership Agreement in the
manner set forth herein.
NOW, THEREFORE, the undersigned, in consideration of the premises,
covenants and agreements contained herein, do hereby agree as follows:
1. Assignment. Notwithstanding any provision in the Partnership
Agreement to the contrary, for value received, the receipt and sufficiency of
which are hereby acknowledged, upon the execution of this Assignment and
Amendment Agreement by the parties hereto, Opfin does hereby assign, transfer
and convey all rights in, title to, and interest in, the Partner Interest
pursuant to the Contribution Agreement to Value Advisors. Immediately prior to
such assignment and transfer, Opfin, pursuant to the Partnership Agreement,
including, without limitation, Section 7.01 of the Partnership Agreement,
hereby, prior to such assignment and transfer set forth in this Section 1,
designates Value Advisors as the new Managing Partner. Opfin, prior to such
transfer, has
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made an Assignment Determination (as defined in the Partnership Agreement) and
a Tax Determination (as defined in the Partnership Agreement).
2. Admission. Notwithstanding any provision in the Partnership Agreement
to the contrary, Value Advisors upon its execution delivery of the Assignment
and Amendment Agreement is hereby admitted to the Partnership as a partner of
the Partnership and the Managing Partner. The admission shall be deemed to have
occurred, immediately prior to the withdrawal of Opfin from the Partnership as
a partner of the Partnership.
3. Withdrawal. Notwithstanding any provision in the Partnership
Agreement to the contrary, Opfin hereby withdraws from the Partnership as a
partner of the Partnership. The withdrawal shall be deemed to have occurred,
immediately after the admission of Value Advisors to the Partnership as a
general partner of the Partnership.
4. Continuation. The parties hereto agree that following the withdrawal
of Opfin from the Partnership as a partner of the Partnership, Value Advisors
is authorized to and hereby agrees to continue the business of the Partnership.
5. Books and Records. Value Advisors shall take all actions necessary
under the DUPL and the Partnership Agreement, to evidence the withdrawal of
Opfin from the Partnership as a partner of the Partnership and the admission of
Value Advisors to the Partnership as both a partner of the Partnership and the
Managing Partner.
6. Future Cooperation. Each of the parties hereto agrees to cooperate at
all times from and after the date hereof with respect to all of the matters
described herein, and to execute such further assignments, releases,
assumptions, amendments of the Partnership Agreement, notifications and other
documents as may be reasonably requested
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for the purpose of giving effect to, or evidencing or giving notice of, the
transactions contemplated by this Assignment and Amendment Agreement.
7. Binding Effect. This Assignment and Amendment Agreement shall be
binding upon, and shall enure to the benefit of, the parties hereto and their
respective successors and assigns.
8. Execution in Counterparts. This Assignment and Amendment
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which constitute one and the same instrument.
9. Agreement in Effect. Except as hereby amended, the Partnership
Agreement shall remain in full force and effect.
10. Governing Law. This Assignment and Amendment Agreement shall be
governed by, and interpreted in accordance with, the laws of the State of
Delaware, all rights and remedies being governed by such laws, without regard
to principle of conflict of laws rules.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment
and Amendment Agreement to be duly executed as of the day and year first above
written.
VALUE ADVISORS LLC
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
XXXXXXXXXXX FINANCIAL CORP.
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
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XXXXXXXXXXX CAPITAL, L.P.
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
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