ASSIGNMENT OF PARTNERSHIP INTEREST AND SECOND AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP OF ET SUB-MERIDIAN LIMITED
PARTNERSHIP, L.L.P.
THIS ASSIGNMENT OF PARTNERSHIP INTEREST AND SECOND AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP OF ET SUB-MERIDIAN LIMITED PARTNERSHIP,
L.L.P. (this "Agreement") is made as of this 25th day of September, 2002,
by and among TOUGHKENAMON LLC, a Delaware limited liability company
("Assignor"), ELDERTRUST OPERATING LIMITED PARTNERSHIP, a Delaware
limited partnership (the "Operating Partnership"), and ET MERIDIAN
GENERAL PARTNER, L.L.C., a Delaware limited liability company
("Assignee").
WHEREAS, Assignor is the sole general partner and the Operating
Partnership is the sole limited partner of ET Sub-Meridian Limited
Partnership, L.L.P, a Virginia limited liability partnership (the
"Partnership"), pursuant to that certain Agreement of Limited
Partnership of ET Sub-Meridian Limited Partnership, L.L.P dated as
of August 7, 1998, as amended ("Partnership Agreement");
WHEREAS, Assignor desires to assign its partnership interest as
general partner of the Partnership (the "GP Interest") to Assignee in
consideration of the payment by Assignee to Assignor of the sum of
Eighty-Five Thousand Two Hundred Sixty-One and 4/100 Dollars
($85,261.04) (the "Purchase Price"), and Assignee desires to assume
the same; and
WHEREAS, the Operating Partnership desires to consent to the
aforesaid assignment of the GP Interest and to continue the business
of the Partnership as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Assignor hereby assigns to Assignee and Assignee hereby accepts
from Assignor, all of the GP Interest, together with all of Assignor's
right, title and interest as general partner of the Partnership under the
Partnership Agreement, under any other documents related to the GP Interest
or under applicable law and in and to any and all of (a) the Partnership's
assets, and (b) any and all of Assignor's other rights under the
Partnership Agreement. Simultaneously with the execution and delivery
hereof, Assignee has paid the Purchase Price to assignee and Assignor
hereby acknowledges receipt of the Purchase Price.
2. To induce Assignee to enter into this Agreement and to accept the
assignment of the GP Interest, Assignor hereby represents and warrants to
Assignee as follows:
a. No Violation, Disputes. Neither the entering into of this
Agreement nor the consummation of the transactions contemplated hereby
will constitute or result in a violation or breach by Assignor of any
judgment, order, writ, injunction or decree issued against or imposed
upon Assignor, nor will the entering into of this Agreement or the
consummation of the transactions contemplated hereby conflict with any
agreement to which Assignor is bound. There are no actions, suits,
proceedings, arbitrations or investigations pending, or, to Assignor's
knowledge, threatened against, relating to or affecting Assignor which
might interfere in a material respect with the transaction contemplated
by this Agreement, become a cloud on the title to the GP Interest or
otherwise materially affect Assignor's ability to consummate the
transaction contemplated hereby.
b. Authority, Valid and Binding Obligation. Assignor is not
in default under or in violation of the Partnership Agreement. Assignor
has full power to execute, deliver and carry out the terms and provisions
of this Agreement and has taken all necessary action to authorize the
execution, delivery and performance of this Agreement which execution,
deliver and performance will not result in the creation or imposition of
any lien, charge or encumbrance upon any of the assets of Assignor.
This Agreement constitutes the legal, valid and binding obligation of
Assignor and is enforceable in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement
of creditor's rights generally and by general equitable principles.
c. Title to GP Interest. Assignor owns the GP Interest, free
and clear of all security interests, liens, adverse claims, pledges,
options, rights of first refusal, limitations on voting rights, charges
and any other encumbrances of any nature whatsoever.
3. Assignee hereby is admitted as the general partner of the
Partnership and shall have all the rights, obligations and
responsibilities of the general partner arising or accruing after the
date hereof under the Partnership Agreement granted to a general partner.
Any references to the general partner in the Partnership Agreement with
respect to the period from and after the date hereof shall be deemed to
mean Assignee as admitted to the Partnership hereunder.
4. Assignee hereby accepts the rights, responsibilities and
obligations of the general partner arising or accruing after the date
hereof under the Partnership Agreement and agrees to assume and to be
bound by the terms thereof.
5. As evidenced by the execution of this Agreement, the Operating
Partnership hereby consents to the assignment of the GP Interest and the
admission of Assignee as the general partner of the Partnership, and
hereby elects to continue the business of the Partnership. The
Partnership Agreement hereby is amended to reflect the assignment of
the GP Interest to Assignee by substituting the attached Schedule A in
lieu of the Schedule A attached to the Partnership Agreement.
6. This Agreement shall bind and inure to the benefit of Assignor
and Assignee and their respective successors and assigns.
7. This Agreement shall be governed by the laws of the Commonwealth
of Virginia (but not including the choice of laws thereof).
8. To facilitate execution, this Agreement may be executed in as
many counterparts as may be required; and it shall not be necessary that
the signatures of, or on behalf of, each party, or that the signatures of
all persons required to bind any party, appear on each counterpart; but
it shall be sufficient that the signature of, or on behalf of, each party,
appear on one or more of the counterparts. All counterparts shall
collectively constitute a single agreement. It shall not be necessary
in making proof of this Agreement to produce or account for more than a
number of counterparts containing the respective signatures of, or on
behalf of, all of the parties hereto.
9. Except as modified herein, all terms, covenants and conditions
of the Partnership Agreement shall remain in full force and effect. All
references in the Partnership Agreement to the "Agreement" or "this
-2-
Agreement" shall be deemed to refer to the Partnership Agreement as
amended by this Agreement. In the event of any conflict between the
terms and provisions of the Partnership Agreement and this Agreement,
this Agreement shall prevail.
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to
be executed as of the date first above written.
ASSIGNOR:
TOUGHKENAMON LLC
By: /s/ D. Xxx XxXxxxxx, XX.
____________________________
D. Xxx XxXxxxxx, Xx.
sole member
ASSIGNEE:
ET MERIDIAN GENERAL PARTNER, L.L.C.,
By: ElderTrust Operating Limited
Partnership, Sole Member
By: ElderTrust, General Partner
By: /s/ Xxxxxx X. Xxxxxxx
____________________________
Xxxxxx X. Xxxxxxx
Controller
LIMITED PARTNER:
ELDERTRUST OPERATING LIMITED
PARTNERSHIP, a Delaware limited
partnership
By: ElderTrust, general partner
By: /s/ Xxxxxx X. Xxxxxxx
____________________________
Name: Xxxxxx X. Xxxxxxx
Title: Controller
SCHEDULE A
to Agreement of
Limited Partnership of
ET Sub-Meridian
Limited Partnership, L.L.P.
NAMES, ADDRESSES AND CAPITAL CONTRIBUTIONS OF PARTNERS
AGREED VALUE OF
CAPITAL CONTRIBUTIONS
GENERAL PARTNER
ET Meridian General Partner, L.L.C.
000 Xxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx Xxxxxx, Xxxxxxxxxxxx 00000 $ 20,000.00
LIMITED PARTNER
ElderTrust Operating Limited Partnership
000 Xxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx Xxxxxx, Xxxxxxxxxxxx 00000 $ 1,980,000.00
--------------
TOTAL: $ 2,000,000.00
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