Exhibit 10.1
Agreement to Distribute Assets
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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, INC, 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").
Recitations
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The Partnership currently owns the Bank of America building located at 000
X. Xxxx, Xxxxxxx, Xxxxx, (the "Bank of America Building"); the W Power Building
located at 000 X. Xxxx, Xxxxxxx, Xxxxx (the "W Power Building") and the Bank of
America 00 xxxx xxxxx xxxx facility located at 000 X. Xxxxxxx, Xxxxxxx, Xxxxx
(the "Bank of America Drive Thru"); all of which are subject to various leases
and include certain personal property associated with the buildings
(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, subject to the debt.
XXXXX FARGO BANK TEXAS, N.A. (the "Bank") has agreed to allow the
distribution of assets subject its lien on the Property.
Following the distribution of the Property, the Partners desire to sell an
undivided 75% interest in the Property to Hampshire Plaza Garage, LLC.
("Hampshire") and S.E.S. Investments, Ltd. ("SES") for $9,000,000.00, (Hampshire
and SES are collectively referred to as "Purchasers") with such agreement being
memorialized in a separate purchase and sale agreement, between Purchasers and
TCTB Partners as nominee for TCTB Company, Brown, McGraw, Stallings, Amen,
Xxxxxxx and Xxxxxx (the "Purchase and Sale Agreement"). The Partners agree that
all of the outstanding debt to the Bank secured by the Property will be paid in
full at closing.
Following the sale of the Property, Hampshire, SES and the Partners will
jointly own and operate the Property.
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 record title to an undivided 75% interest
in the Property directly to the Purchasers on behalf of the Partners. The
Partnership will continue to hold record title to an undivided 25% interest in
the Property as nominee for the Partners until the Partners and Hampshire and
SES agree on a method for efficiently managing and operating the property.
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 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 an undivided 75% interest in the Property directly to Purchasers,
with an undivided 65% being owned by Hampshire and an undivided 10% being
owned by SES.
3. Pursuant to the terms of the Purchase and Sale Agreement to be signed
contemporaneously with this Agreement (the "Purchase and Sale Agreement"),
Brown, McGraw, Stallings, Amen, Xxxxxxx and Xxxxxx are selling an undivided
74% interest in the Property to Hampshire in exchange for cash, and TCTB
Company is selling all of its interest for cash, such that following the
sale, Hampshire will own an undivided 65% interest in the Property, SES
will own an undivided 10% interest in the Property and the Partners,
excluding TCTB Company, will own the remaining 25% interest. 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, Brown,
McGraw, Stallings, Amen, Xxxxxxx and Xxxxxx. Closing on the sale shall take
place on or before October 2, 2006. The proceeds from the sale will be
allocated as per the schedule set forth in paragraph 1 above.
4. 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 27th day of September, 2006.
ADDRESS: NAME
000 X. Xxxx, Xxxxx 0000 TCTB Partners, Ltd.
Xxxxxxx, Xxxxx 00000 By: TCTB Company, Inc.,
its sole general partner
By:_____________________________
Xxx Xxxxxx, President
000 X. Xxxx, Xxxxx 0000 TCTB Company, Inc.
Xxxxxxx, Xxxxx 00000
By:_____________________________
Xxx Xxxxxx, President
X.X. Xxx 0000
Xxxxxxx, Xxxxx 00000
________________________________
Xxxx X. Xxxxx
X.X. Xxx 0000
Xxxxxxx, Xxxxx 00000
________________________________
Xxxx X. Xxxxx
P.O. Box 7515 McGraw Brothers Investments
Xxxxxxx, Xxxxx 00000
By:_____________________________
Xxxx X. XxXxxx,
Managing General Partner
000 X. Xxxx, Xxxxx 0000 Amen Properties, Inc.
Xxxxxxx, Xxxxx 00000
By:_____________________________
Xxx Xxxxxx, President
X.X. Xxx 00000
Xxxxxxx, Xxxxx 00000
_____________________________
Xxxx Xxxxxxxxx
000 X. Xxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
_____________________________
Xxxx Xxxxxxx
000 X. Xxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
_____________________________
Xxx Xxxxxx
