STATE OF NORTH CAROLINA ASSIGNMENT OF
JOINT VENTURER INTEREST IN
CHARTOWN
COUNTY OF MECKLENBURG A NORTH CAROLINA JOINT VENTURE
THIS ASSIGNMENT OF JOINT VENTURER INTEREST (the "Assignment"), entered
into as of this 30th day of June, 1997, by and between TOWN AND COUNTRY FORD,
INC., a North Carolina corporation (the "Assignor"), and SONIC FINANCIAL
CORPORATION, a North Carolina limited liability company (the "Assignee").
RECITALS
1. Chartown, a North Carolina joint venture ("Chartown"), was formed on
December 18, 1984 by Joint Venture Agreement, as amended on April 24, 1987,
December 7, 1988 and March 2, 1995, and amended and restated on March 3, 1995,
and further amended on June 30, 1997 (as amended, the "Chartown Joint Venture
Agreement").
2. As of the date of this Assignment, the Assignor holds a 50% interest
in the profits and losses of Chartown and had a capital account balance as of
December 31, 1996 of $[0.00].
3. The Assignor desires to assign all of its interest in Chartown (the
"Interest") to the Assignee and to withdraw as a Joint Venturer of Chartown.
4. The Assignee agrees to accept the Assignment of the Assignor's
interest in Chartown and to assume all the liabilities of the Assignor with
respect to the Interest.
5. SMDA Properties LLC, a North Carolina limited liability company
("LLC") that is the sole Joint Venturer of Chartown other than the Assignor, is
willing to consent to the Assignment and to have the Chartown Joint Venture
Agreement amended to the extent necessary to reflect the Assignment and the
withdrawal of the Assignor as a Joint Venturer of Chartown.
NOW THEREFORE, in consideration of the premises and of the mutual
covenants and conditions set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, it
is hereby agreed as follows:
The Assignor hereby assigns the Interest to the Assignee, its
successors and assigns. The Interest includes, but is not limited to, all of the
Assignor's capital account and rights to distributions of cash and property and
allocations of profits accruing after the close of business on June 30, 1997.
Commencing after the close of business on June 30, 1997, the Assignee shall have
the right to receive from Chartown all of the distributions and the share of
income, profits or other compensation to which the Assignor would otherwise be
entitled and all of the rights relating to the Assignor's capital account in
Chartown and all other rights of the Assignor in Chartown under the Chartown
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Joint Venture Agreement and applicable law and shall become a substitute Joint
Venturer of Chartown in place of the Assignor.
The Assignor hereby covenants that it shall execute all further title
certificates, or other evidences of ownership as may be necessary to vest title
to the Interest in the Assignee or its successors or assigns.
IN WITNESS WHEREOF, the Assignor has signed and sealed this Assignment
effective this the 30th day of June, 1997.
ASSIGNOR:
ATTEST: TOWN AND COUNTRY FORD, INC.
By: By: /s/ Xxxxxxx X. Xxxxxx
Title: Xxxxxxx X. Xxxxxx, Vice President
[Corporate Seal]
The undersigned, being the Assignee, xxxxxx accepts the assignment of
the Interest and agrees to be bound by the provisions of the Chartown Joint
Venture Agreement with respect to the Interest hereby assigned to it. In
consideration of this Assignment, the Assignee hereby assumes all obligations
and liabilities of the Assignor with respect to the Interest and with respect to
Chartown. Additionally, the Assignee hereby agrees to indemnify and hold the
Assignor harmless from and against any and all demands, claims, actions, suits,
liabilities, damages, losses, judgments, costs and expenses (including
reasonable attorneys' fees and court costs), whether known or unknown, relating
to, resulting from or arising out of Chartown or the Assignor's ownership of the
Interest. In particular, and without limiting the foregoing, the Assignee agrees
to indemnify and hold Assignor harmless from and against any tax liability of
any type, whether known or unknown, relating to, resulting from or arising out
of the Transfers.
ASSIGNEE:
ATTEST: SONIC FINANCIAL CORPORATION
By: By: /s/ Xxxxxxx X. Xxxxxx
Title: Xxxxxxx X. Xxxxxx, Vice President
[Corporate Seal]
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The undersigned, being the sole Joint Venturer of Chartown other than
the Assignor, hereby consents to the Assignment and to the amendment of the
Chartown Joint Venture Agreement to reflect the Assignment and the withdrawal of
the Assignor as a Joint Venturer of Chartown.
JOINT VENTURER:
SMDA PROPERTIES LLC
By: /s/ X. Xxxxxx Xxxxx
X. Xxxxxx Xxxxx, Member
By: SONIC FINANCIAL CORPORATION, Member
By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, Vice President
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