EXHIBIT 10.2
CLOSING
UNDER THE
PURCHASE AGREEMENT
BETWEEN
XXXX (CAYMAN) LIMITED
AND
REGENCY AFFILIATES, INC.
Dated as of November 30, 2000
Table of Contents
Document Tab
Purchase Agreement ....................................................... 1
Assignment................................................................ 2
Note ..................................................................... 3
PURCHASE AGREEMENT
between
XXXX (CAYMAN) LIMITED
and
REGENCY AFFILIATES, INC.
Dated: As of November 30, 2000
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT is made as of November 30, 2000, by and
between XXXX (CAYMAN) LIMITED, a Cayman Islands corporation previously referred
to as Skopbank (Cayman) Ltd., having an address at x/x Xxxxxxxx
Xxxxxxxxxxxxxxxxx 00X, XXX00000, Xxxxxxxx, Xxxxxxx, Attn: Xxxx-Xxxxxxx Xxxxxx,
Chief Legal Counsel ("Seller"), as seller, and REGENCY AFFILIATES, INC., a
Delaware corporation having an address at 0000 Xxxxxxx Xxxxxxx, Xxxxx 000,
Xxxxxx, Xxxxxxx, 00000 ("Purchaser"), as purchaser.
RECITALS
1. Seller is a party to the First Amended and Restated Limited
Partnership Agreement of 1500 Woodlawn Limited Partnership (" 1500 Woodlawn")
dated as of November 22, 1988, as amended (the "Partnership Agreement").
2. Seller owns a 5.00% limited partnership interest in 1500 Woodlawn
(the "Partnership Interest").
3. The Partnership Interest constitutes the entire interest of Seller
in 1500 Woodlawn.
4. Seller wishes to sell to Purchaser, and Purchaser wishes to buy
from Seller, the Partnership Interest upon the terms and conditions set forth
herein.
Accordingly, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE
Section 1.1 The Purchase. On the date hereof, Purchaser shall purchase
the Partnership Interest, upon the terms and conditions set forth in this
Agreement, as follows:
(i) Seller shall convey the Partnership Interest to Purchaser
and Purchaser shall acquire the Partnership Interest;
(ii) the Partnership Interest being conveyed by Seller constitute
its entire interest in 1500 Woodlawn and such conveyance
carries with it all of its rights as a partner in 1500
Woodlawn, accrued or unaccrued, absolute or contingent.
Section 1.2 Purchase Price. The consideration for Seller's conveyance
of the Partnership Interest to Purchaser is TEN THOUSAND DOLLARS ($10,000)
payable in immediately available funds at Closing (the "Purchase Price").
Section 1.3 Closing. The closing of the transaction contemplated by
this Agreement (the "Closing") shall occur on the date hereof (the "Closing
Date"). Time is of the essence in and with respect to this Agreement and its
terms and conditions. The Closing shall take place at the offices of Purchaser's
attorney, Xxxxx & Xxxxxxx L.L.P., 0000 Xxxxxxxxxx Xxxxx, Xxxxx 0000, XxXxxx, XX
00000.
Section 1.4 Closing Deliveries. (a) At Closing, Seller shall cause the
following to be delivered to Purchaser (except as otherwise specified):
(i) an assignment of the Partnership Interest to Purchaser or
its designee, free and clear of all liens and encumbrances,
in the form attached hereto as Exhibit A (the "Assignment
Agreement"), duly executed by Seller;
(ii) a certificate of the secretary of Seller or similar
appropriate documentation certifying as to (a) the
resolutions of Seller authorizing the execution, delivery
and performance of this Agreement and each document,
instrument or agreement executed by Seller in connection
with this Agreement, (b) the incumbency of those officers or
other representatives of Seller executing any documents or
instruments in connection with the transactions contemplated
herein, (c) the certificate of incorporation of Seller, and
(d) the by-laws of Seller; and
(iii)such other documents and instruments as may be reasonably
necessary or desirable to further carry out the purposes of
this Agreement.
(b) At Closing, Purchaser shall cause the following to be delivered
to Seller:
(i) immediately available funds to Seller in the amount of the
Purchase Price;
(ii) the Assignment, duly executed by Purchaser, 1500 Woodlawn
and Woodlawn Investment Group, Inc., the general partner of
1500 Woodlawn (the "Woodlawn General Partner"); and
(iii)such other documents and instruments as may be reasonably
necessary or desirable to further carry out the purposes of
this Agreement.
(c) Seller and Purchaser each agree that execution and delivery of an
amendment to the Partnership Agreement is not a condition to
Closing.
(d) Purchaser shall be solely responsible for any and all fees, costs
and expenses owed or reimbursable to 1500 Woodlawn, the Woodlawn
General Partner or any other partner or agent of 1500 Woodlawn in
regard to the Closing and the transactions required or
contemplated thereby.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1 Representations and Warranties of Seller. Seller
represents and warrants to Purchaser as of the date hereof:
(i) this Agreement is a legal, valid and binding obligation of
Seller enforceable in accordance with its terms;
(ii) Seller has the authority and has obtained all necessary
consents to enter into the transactions contemplated by this
Agreement;
(iii)the execution and delivery by Seller of this Agreement and
all documents associated therewith and the performance by
Seller of its obligations thereunder and hereunder (a) does
not constitute a violation of any provisions of law, any
order, regulation, or decree of any court or agency of
government, or any indenture, mortgage, deed, trust
agreement, or any other instrument to which Seller is a
party and (b) are not in conflict with nor will they result
in a breach of or constitute (with due notice and/or lapse
of time) a. default under any such agreement or any other
instrument;
(iv) there is no suit, action, litigation or proceeding to which
Seller is a party pending or, to Seller's knowledge,
threatened, before any court or governmental authority
against or relating to, or which would have an adverse
effect upon, Seller, the Partnership Interest or the
transactions contemplated by this Agreement;
(v) Seller owns the Partnership Interest, and has not assigned
or conveyed or agreed to assign or convey the Partnership
Interest or any portion thereof or any rights therein;
(vi) no right of first refusal or first offer, nor any purchase
option or right with respect to the Partnership Interest
have been granted to any party; and
(vii)the Partnership Interest is free and clear of all liens,
claims, charges, mortgages, pledges, liens, judgments,
restrictions or other encumbrances.
Section 2.2 Representations and Warranties of Purchaser. Purchaser
represents and warrants to Seller as of the date hereof:
(i) this Agreement is legal, valid and binding obligation of
Purchaser enforceable in accordance with its terms;
(ii) Purchaser has the authority and has obtained all necessary
consents to enter into the transactions contemplated by this
Agreement; and
(iii)the execution and delivery by Purchaser of this Agreement
and all documents associated therewith and the performance
by Purchaser of its obligations thereunder and hereunder (a)
does not constitute a violation of any provisions of law,
any order, regulation, or decree of any court or agency of
government, or any indenture, mortgage, deed, trust
agreement, or any other - instrument to which Purchaser is a
party and (b) are not in conflict with nor will they result
in a breach of or constitute (with due notice and/or lapse
of time) a default under any such agreement or any other
instrument.
Section 2.3 No Further Representations. Purchaser acknowledges that no
representations whatsoever regarding the Partnership Interest or Seller have
been made by Seller, except as may be expressly provided herein. Seller
acknowledges that no representations whatsoever regarding Purchaser have been
made by Purchaser, except as may be expressly provided herein.
Section 2.4 Indemnification. Each of Seller and Purchaser shall
indemnify, defend, protect and hold the other party harmless from and against
any and all loss, cost, liability and expense (including reasonable attorneys'
fees) which the other party may suffer or incur by reason of any claim or
liability arising out of any breach of any of the indemnifying party's
representations, warranties or covenants as set forth in this Agreement.
ARTICLE III
MISCELLANEOUS
Section 3.1 Successors and Assigns. This Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and their respective
assigns.
Section 3.2 Survival. The provisions of this Agreement shall survive
the Closing for the period of the applicable statute of limitations.
Section 3.3 Broker. Each of Seller and Purchaser represents to the
other that it has not dealt with any broker or finder in connection with this
Agreement or the transactions contemplated hereby. Each party shall indemnify
the other and hold the other harmless from any claim, loss, liability, damage,
cost or expense (including, without limitation, reasonable attorneys' fees,
disbursements and court costs) paid or incurred by such party by reason of any
claim to any broker's, finders or other fee in connection with this Agreement or
the transactions contemplated hereby, if such claim is based on dealings with
the indemnifying party.
Section 3.4 Notices. All notices hereunder by either party to the
other shall be send by registered or certified mail, return receipt requested,
personal delivery, if a signed receipt of delivery shall be obtained, or by
overnight courier providing receipt of delivery, addressed to Seller at the
address given for Seller at the beginning of this Agreement, with copies of such
notices to Seller to be likewise sent to:
Xxxxxx Xxxxxx Xxxxx
0000 Xxxxxx Xxxxxxxxx Xxxxxx, X.X.
Xxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000-0000
Attention: Xxxxx Xxxxx, Esq.
and to Purchaser at the address given for Purchaser at the beginning of this
Agreement, with copies of such notices to Purchaser to be likewise sent to:
Xxxxx & Xxxxxxx L.L.P.
0000 Xxxxxxxxxx Xxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxxxxxx X.X. Xxxxxx, Esq.
Notices shall be deemed served upon receipt or refusal thereof by the
party to whom addressed. Notices on behalf of the respective parties may be
given by their attorneys and such notices shall have the same effect as if in
fact subscribed by the party on whose behalf it is given.
Section 3.5 Further Assurances. The parties hereto agree to act in
good faith, to do such other and further acts and things, and to execute and
deliver such instruments and documents (not creating any obligations additional
to those otherwise imposed by this Agreement), and to correct such errors,
omissions or mistakes made by either party at or prior to the Closing and which
may reasonably be requested from time to time, whether at or after the Closing,
in furtherance of the purposes of this Agreement, provided such documents are
customarily delivered in similar transactions or are otherwise required due to
circumstances involved in the transaction contemplated hereunder and do not
impose any material obligations upon any party hereunder except as set forth in
this Agreement.
Section 3.6 Expenses. Each of the parties hereto shall bear its own
respective legal and accounting fees and other expenses incurred or to be
incurred by it in connection with the ne-otiation and preparation of this
Agreement and the transactions contemplated hereby, except that in the event
that any party hereto shall bring any suit, action or other proceeding against
any other party hereto in connection with this Agreement or the transactions
contemplated hereby, the prevailing party in such suit, action or other
proceeding shall be entitled to reimbursement for any costs or expenses,
including but not limited to reasonable attorneys' fees, incurred by such
prevailing party in connection with such suit, action or other proceeding.
Seller shall pay any transfer, gains or similar taxes which may be imposed in
connection with the transactions contemplated hereby.
Section 3.7 Entire Agreement. This Agreement and the Exhibit attached
hereto constitute the entire agreement between the parties hereto with respect
to the subject matter hereof, and all understandings and agreements heretofore
or simultaneously had between the parties hereto are merged in and are contained
in this Agreement and said Exhibit.
Section 3.8 Changes in Writing. No provision of this Agreement may be
waived, changed, modified or discharged orally, except by an agreement in
writing signed by the party against whom any waiver, change, modification or
discharge is sought.
Section 3.9 Binding Effect. This Agreement shall be binding upon and
shall inure to the benefit of each of the parties hereto and their respective
heirs, executors, administrators, successors, and permitted assigns, if any, and
each party may enforce the provisions hereof against any or all of the other
parties hereto. None of the provisions of this Agreement are intended to be, nor
shall they be construed to be, for the benefit of any third party.
Section 3.10 Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more of the counterparts has been signed
by each of the parties hereto and delivered to the other party, it being
understood that all parties hereto need not sign the same counterpart.
Section 3.11 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the internal laws of the State of Delaware
(without regard to conflict of law principles). In any action relating to the
enforcement of this Agreement, the parties hereto waive the right to trial by
jury.
[Balance of page intentionally blank]
IN WITNESS WHEREOF, such of Seller and Purchaser has executed this
A-reement as of the date first written above.
XXXX (CAYMAN) LIMITED
By:/s/Xxxx-Xxxxxxx Xxxxxx
--------------------------
Name: Xxxx-Xxxxxxx Xxxxxx
Title: Liquidator
REGENCY AFFILIATES, NC.
By:/s/Xxxxxxx X. Xxxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
EXHIBIT A
Assignment Agreement
ASSIGNMENT AND ASSUMPTION OF
LIMITED PARTNERSHIP INTEREST AND CONSENT
This Assignment and Assumption of Limited Partnership Interest and
Consent (the "Assignment") is entered into on this 30th day of November, 2000 by
and among (i) XXXX (CAYMAN) LIMITED, a Cayman Islands corporation previously
referred to as Skopbank (Cayman) Ltd. ("Cayman"), (ii) REGENCY AFFILIATES, INC.,
a Delaware corporation ("Regency"), (iii) 1500 WOODLAWN LIMITED PARTNERSHIP, a
Delaware limited partnership ("Partnership") and (iv) WOODLAWN INVESTMENT GROUP,
INC., a Delaware corporation ("Woodlawn" or the "General Partner").
RECITALS:
WHEREAS, on November 20, 1986, Woodlawn, as General Partner, executed
a Certificate of Limited Partnership ("Certificate") forming 1500 Woodlawn
Limited Partnership ("Partnership") as a limited partnership under the laws of
the State of Delaware, and recorded such Certificate on the 21st day of
November, 1986 among the partnership records of the Office of the Secretary of
State of the State of Delaware ("Partnership Records"), and amended said _
Certificate by that certain First Amended Certificate of Limited Partnership of
1500 Woodlawn Limited Partnership dated as of February 10, 1987 and filed among
the Partnership Records on the 13th day of February, 1987, and further amended
said Certificate by that certain Second Amendment Certificate of Limited
Partnership of 1500 Woodlawn Limited Partnership dated as of November 221988 and
filed among the Partnership Records as of December 5, 1988; and
WHEREAS, Woodlawn, Xxxxxx Xxxxxxx, Xxxxxx X. Xxxxx, and Xxxxxxx X.
Xxxxxx ("Xxxxxx") entered into that certain Limited Partnership Agreement of
1500 Woodlawn Limited Partnership dated as of November 20, 1986 ("Agreement");
and
WHEREAS, Woodlawn, Xxxxxx Xxxxxxx, Xxxxxx X. Xxxxx, Xxxxxx and Cayman
entered into that certain First Amended and Restated Limited Partnership
Agreement of 1500 Woodlawn Limited Partnership dated as of November 22, 1988
("A/R Agreement") in order to admit Cayman to the Partnership and to amend and
restate the agreement of the parties; and
WHEREAS, the parties amended the A/R Agreement by that certain First
Amendment to 1500 Woodlawn Limited Partnership Limited Partnership Agreement
dated as of December 30, 1988 in order to recognize the reallocation of
percentage interests in the Partnership, by that certain Corrective First
Amendment to First Amended and Restated Limed Partnership Agreement of Limited
Partnership dated as of December 30, 1988 correcting certain errors in the First
Amendment, by that Second Amendment to 1500 Woodlawn Limited Partnership Limited
Partnership Agreement dated as of April 1, 1990 in order to admit Xxxxxxxx Place
Investment Limited Partnership ("Xxxxxxxx Place") and Klingle Street Investment
Limited Partnership to the Partnership, by that certain Third Amendment to First
Amended and Restated Limited Partnership Agreement of 1500 Woodlawn Limited
Partnership dated August 20, 1990 (the "Third Amendment") in order to modify the
distribution formula for Net Cash Flow and to
restrict the authority of the General Partner, by that certain Fourth Amendment
to First Amended and Restated Limited Partnership Agreement of 1500 Woodlawn
Limited Partnership dated December 14, 1990 in order to further restrict the
authority of the General Partner, by that certain Fifth Amendment to First
Amended and Restated Limited Partnership Agreement of 1500 Woodlawn Limited
Partnership dated November 17, 1994 in order to make certain changes required in
connection with certain financing to be obtained by the Security Land and
Development Limited Partnership, by that certain Sixth Amendment to First
Amended and Restated Limited Partnership Agreement of 1500 Woodlawn Limited
Partnership dated November 17, 1994 in order to make certain changes in the
membership of the Partnership; and
WHEREAS, the records of the partnership reflect that the following
transfers occurred subsequent to the execution of the Sixth Amendment to the A/R
Agreement: (i) a transfer from Xxxxxx X. Peer to the Xxxxxx X. Peer Trust ("Peer
Trust") (the "OriginalPeer Assignment") of all of Peer's limited partnership
interest in the Partnership; (ii) a transfer from Xxxxxxxx Place to the Xxxxxx
X. Xxxxx III Trust of all of Xxxxxxxx Place's limited partnership interest in
the Partnership; (iii) a transfer from Xxxxxx to the Xxxxxxx X. Xxxxxx Trust
(the "Xxxxxx Trust") of all of Xxxxxx'x limited partnership interest in the
Partnership; (v) a transfer from the Xxxxxx Trust to MFA Woodlawn Inc. ("MFA"),
of all of the Xxxxxx Trust's limited partnership interest, and (vi) a transfer
from the Cafritz Trust to the Peer Trust of a 3.75% limited partnership interest
in the Partnership; and
WHEREAS, Cayman desires to assign to Regency all right, title and
interest in and to Cayman's five percent (5%) limited partnership interest in
the Partnership (the "5% Interest"); and
WHEREAS, Regency desires to assume all right, title and interest in
the 5% Interest, and the General Partner is wiling to consent to such assumption
on theterms and conditions set forth in this Assignment.
NOW, THEREFORE, in consideration of the foregoing, the mutual promises
of the parties hereto, and of other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. All capitalized terms not specifically defined herein shall have
the respective meanings set forth in the A/R Agreement, as amended.
2. In consideration of the payment of Ten Thousand Dollars ($10,000),
the receipt and sufficiency of which is hereby acknowledged, Cayman hereby
assigns, transfers and conveys to Regency all right, title and interest in and
to the 5% Interest (the "Transfer").
3. The General Partner hereby consents to the Transfer.
4. (a) Regency hereby accepts the Transfer and assumes all obligations
of Cayman, as a limited partner of the Partnership, arising out of the 5%
Interest. In connection therewith, Regency agrees to be bound by the terms and
provisions of the A/R Agreement, as amended. By entering into this Assignment,
Regency shall be deemed to have executed a counterpart of the A/R Agreement, as
amended, agreeing to be bound by all of the terms and provisions of the A/R
Agreement, as amended.
(b) Regency hereby represents and warrants to the General Partner
and to the Partnership that the acquisition of the 5% Interest is made as
principal for its account for investment purposes only and not with a view to
the resale or distribution of such 5% Interest, except insofar as the Securities
Act of 1933 and any applicable securities law of any state or other jurisdiction
permit such acquisition to be made for the account of others or with a view to
the resale or distribution of such 5% Interest without requiring that such 5%
Interest, or the acquisition, resale or distribution thereof, be registered
under the Securities Act of 1933 or any applicable securities law of any state
or other jurisdiction.
(c) Regency agrees that it will not sell, assign or otherwise
transfer its 5% Interest, or any fraction thereof, to any Person who does not
similarly represent and warrant and similarly agree not to sell, assign or
transfer such 5% Interest or fraction thereof to any Person who does not
similarly represent and warrant and agree. _
(d) Regency will be the sole party responsible to the Partnership
for any and all fees, costs and expenses reimbursable or payable tothe
Partnership in regard to the Transfer.
5. Cayman is hereby released by the Partnership from all obligations
assumed or accepted by Regency under the Assignment. Upon the executionand
delivery this Assignment, the names and, where available, the addresses of the
Partners, and the capital contribution and Interests of each such Partner, are,
according the Partnership records after giving effect to this Assignment, as
described inExhibit A attached hereto and made a part hereof. Notwithstanding
the preceding sentence, this Assignment does not constitute and amendment to the
A/R Agreement.
6. This Assignment may be executed in one (1) or more counterparts,
each of which shall be deemed an original copy and all of which together shall
constitute one (1) original agreement binding on all parties hereto,
notwithstanding that all the parties shall not have signed the said counterpart.
7. This Assignment shall be governed in all respects by the laws of
the State of Delaware (but not including the choice of law rules thereof).
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IN WITVESS WHEREOF, the parties hereto have executed this Assignment
as of the date first written above.
XXXX (CAYMAN) LIMITED
WITNESS:
By: /s/Xxxx-Xxxxxxx Xxxxxx
-------------------------- --------------------------------
Xxxx-Xxxxxxx Xxxxxx, Liquidator
WITNESS: REGENCY AFFILIATES, INC.
By: /s/Xxxxxxx X. Xxxxxxxx
-------------------------- --------------------------------
Name: Xxxxxxx X Xxxxxxxx
Title: President
WITNESS: 1500 WOODLAWN LIMITED PARTNERSHIP
By: Woodlawn Investment Group, Inc.,
its general partner
------------------------- By: /s/Xxxxxx Xxxxxxx
----------------------------
Xxxxxx Xxxxxxx, President
WITNESS: WOODLAWN INVESTMENT GROUP, INC.
By: /s/Xxxxxx Xxxxxxx
------------------------- --------------------------------
Xxxxxx Xxxxxxx, President
EXHIBIT A
Schedule of Partners, Capital Contributions and Percentage Interests
Name and Address Percentage Interest Capital Contribution
GENERAL PARTNER:
Woodlawn Investment Group, 1.00% $1.00
Inc.
0000 Xxx Xxxxxx, X.X.
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
LIMITED PARTNERS:
Xxxxxx Xxxxxxx Family 76.5425% $76.54
Trust #2
0000 Xxxxx Xxxxxx Xxxx
Xxxxxxxxxx, X.X. 00000
MFA Woodlawn, Inc. 4.2075% $4.21
Regency Affiliates, Inc. 5.00% $1,500,000.00
0000 Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxx, XX 00000
The Xxxxxx X. Xxxxx III Trust 1.00% 1.00
Xxxxxx X. Peer Trust 7.500% $7.50
c/o Cafritz Interests, Inc.
0000 X Xxxxxx, X.X.
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Xxxx X. and Xxxxxxx X. 1.583% $1.58
Price, joint tenants
Firefly Circle Investment 3.167% $3.18
Limited Partnership
c/o The Cafritz Group, Inc.
0000 Xxx Xxxxxx, X.X.
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
ASSIGNMENT AND ASSUMPTION OF
LIMITED PARTNERSHIP INTEREST AND CONSENT
This Assignment and Assumption of Limited Partnership Interest and
Consent (the "Assignment") is entered into on this 30th day of November, 2000 by
and among (i) XXXX (CAYMAN) LIMITED, a Cayman Islands corporation, previously
referred to as Skopbank (Cayman) Ltd. ("Cayman"), (ii) REGENCY AFFILIATES, INC.,
a Delaware corporation ("Regency"), (iii) 1500 WOODLAWN LIMITED PARTNERSHIP, a
Delaware limited partnership ("Partnership") and (iv) WOODLAWN INVESTMENT GROUP,
INC., a Delaware corporation ("Woodlawn" or the "General Partner").
RECITALS:
WHEREAS, on November 20, 1986, Woodlawn, as General Partner, executed
a Certificate of Limited Partnership ("Certificate") forming 1500 Woodlawn
Limited Partnership ("Partnership") as a limited partnership under the laws of
the State of Delaware, and recorded such Certificate on the 21st day of
November, 1986 among the partnership records of the Office of the Secretary of
State of the State of Delaware ("Partnership Records"), and amended said
Certificate by that certain First Amended Certificate of Limited Partnership of
1500 Woodlawn Limited Partnership dated as of February 10, 1987 and filed among
the Partnership Records on the 13th day of February, 1987, and further amended
said Certificate by that certain Second Amendment Certificate of Limited
Partnership of 1500 Woodlawn Limited Partnership dated as of November 22 1988
and filed among the Partnership Records as of December 5, 1988; and
WHEREAS, Woodlawn, Xxxxxx Xxxxxxx, Xxxxxx X. Xxxxx, and Xxxxxxx X.
Xxxxxx ("Xxxxxx") entered into that certain Limited Partnership Agreement of
1500 Woodlawn Limited Partnership dated as of November 20, 1986 ("Agreement");
and
WHEREAS, Woodlawn, Xxxxxx Xxxxxxx, Xxxxxx X. Xxxxx, Xxxxxx and Cayman
entered into that certain First Amended and Restated Limited Partnership
Agreement of 1500 Woodlawn Limited Partnership dated as of November 22, 1988
("A/R Agreement") in order to admit Cayman to the Partnership and to amend and
restate the agreement of the parties; and
WHEREAS, the parties amended the A/R Agreement by that certain First
Amendment to 1500 Woodlawn Limited Partnership Limited Partnership Agreement
dated as of December 30, 1988 in order to recognize the reallocation of
percentage interests in the Partnership, by that certain Corrective First
Amendment to First Amended and Restated Limited Partnership Agreement of Limited
Partnership dated as of December 30, 1988 correcting certain errors in the First
Amendment, by that Second Amendment to 1500 Woodlawn Limited Partnership Limited
Partnership Agreement dated as of April 1, 1990 in order to admit Xxxxxxxx Place
Investment Limited Partnership ("Xxxxxxxx Place") and Klingle Street Investment
Limited Partnership to the Partnership, by that certain Third Amendment to First
Amended and Restated Limited Partnership Agreement of 1500 Woodlawn Limited
Partnership dated August 20, 1990 (the "Third Amendment") in order to modify the
distribution formula for Net Cash Flow and to
restrict the authority of the General Partner, by that certain Fourth Amendment
to First Amended and Restated Limited Partnership Agreement of 1500 Woodlawn
Limited Partnership dated December 14, 1990 in order to further restrict the
authority of the General Partner, by that certain Fifth Amendment to First
Amended and Restated Limited Partnership Agreement of 1500 Woodlawn Limited
Partnership dated November 17, 1994 in order to make certain changes required in
connection with certain financing to be obtained by the Security Land and
Development Limited Partnership, by that certain Sixth Amendment to First
Amended and Restated Limited Partnership Agreement of 1500 Woodlawn Limited
Partnership dated November 17, 1994 in order to make certain changes in the
membership of the Partnership; and
WHEREAS, the records of the partnership reflect that the following
transfers occurred subsequent to the execution of the Sixth Amendment to the A/R
Agreement: (i) a transfer from Xxxxxx X. Peer to the Xxxxxx X. Peer Trust ("Peer
Trust") (the "Original Peer Assignment") of all of Peer's limited partnership
interest in the Partnership; (ii) a transfer from Xxxxxxxx Place to the Xxxxxx
X. Xxxxx III Trust of all of Xxxxxxxx Place's limited partnership interest in
the Partnership; (iii) a transfer from Xxxxxx to the Xxxxxxx X. Xxxxxx Trust
(the "Xxxxxx Trust") of all of Xxxxxx'x limited partnership interest in the
Partnership; (v) a transfer from the Xxxxxx Trust to MFA Woodlawn Inc. ("MFA"),
of all of the Xxxxxx Trust's limited _ partnership interest, and (vi) a transfer
from the Cafritz Trust to the Peer Trust of a 3.75% limited partnership interest
in the Partnership; and
WHEREAS, Cayman desires to assign to Regency all right, title and
interest in and to Cayman's five percent (5%) limited partnership interest in
the Partnership (the "5% Interest"); and
WHEREAS, Regency desires to assume all right, title and interest in
the 5% Interest, and the General Partner is wiling to consent to such assumption
on the terms and conditions set forth in this Assignment.
NOW, THEREFORE, in consideration of the foregoing, the mutual promises
of the parties hereto, and of other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. All capitalized terms not specifically defined herein shall have
the respective meanings set forth in the A/R Agreement, as amended.
2. In consideration of the payment of Ten Thousand Dollars ($10,000),
the receipt and sufficiency of which is hereby acknowledged, Cayman hereby
assigns, transfers and conveys to Regency all right, title and interest in and
to the 5% Interest (the "Transfer").
3. The General Partner hereby consents to the Transfer.
4. (a) Regency hereby accepts the Transfer and assumes all obligations
of Cayman, as a limited partner of the Partnership, arising out of the 5%
Interest. In connection
therewith, Regency agrees to be bound by the terms and provisions of the A/R
Agreement, as amended. By entering into this Assignment, Regency shall be deemed
tohave executed a counterpart of the A/R Agreement, as amended, agreeing to be
bound by all of the terms and provisions of the A/R Agreement, as amended.
(b) Regency hereby represents and warrants to the General Partner
and to the Partnership that the acquisition of the 5% Interest is made as
principal for its account for investment purposes only and not with a view to
the resale or distribution of such 5% Interest, except insofar as the Securities
Act of 1933 and any applicable securities law of any state or other jurisdiction
permit such acquisition to be made for the account of others or with a view to
the resale or distribution of such 5% Interest without requiring that such 5%
Interest, or the acquisition, resale or distribution thereof, be registered
under the Securities Act of 1933 or any applicable securities law of any state
or other jurisdiction.
(c) Regency agrees that it will not sell, assign or otherwise
transfer its 5% Interest, or any fraction thereof, to any Person who does not
similarly represent and warrant and similarly agree not to sell, assign or
transfer such 501o Interest or fraction thereof to any Person who does not
similarly represent and warrant and agree.
(d) Regency will be the sole party responsible to the Partnership
for any and all fees, costs and expenses reimbursable or payable tothe
Partnership in regard to the Transfer.
5. Cayman is hereby released by the Partnership from all obligations
assumed or accepted by Regency under the Assignment. Upon the executionand
delivery this Assignment, the names and, where available, the addresses of the
Partners, and the capital contribution and Interests of each such Partner, are,
according the Partnership records after giving effect to this Assignment, as
described in Exhibit A attached hereto and made a part hereof. Notwithstanding
the preceding sentence, this Assignment does not constitute and amendment to the
A/R Agreement.
6. This Assignment may be executed in one (1) or more counterparts,
each of which shall be deemed an original copy and all of which together shall
constitute one (1) original agreement binding on all parties hereto,
notwithstanding that all the parties shall not have signed the said counterpart.
7. This Assignment shall be governed in all respects by the laws of
the State of Delaware (but not including the choice of law rules thereof).
[Balance of page intentionally blank]
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
as of the date first written above.
WITNESS: XXXX (CAYMAN) LIMITED
By: /s/Xxxx-Xxxxxxx Xxxxxx
-------------------------- ---------------------------------
Xxxx-Xxxxxxx Xxxxxx, Liquidator
WITNESS: REGENCY AFFILIATES, INC.
By: /s/Xxxxxxx X. Xxxxxxxx
-------------------------- --------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
WITNESS: 1500 WOODLAWN LIMITED PARTNERSHIP
By: Woodlawn Investment Group, Inc.,
its general partner
By: /s/Xxxxxx Xxxxxxx
--------------------------- -------------------------------
Xxxxxx Xxxxxxx, President
WITNESS: WOODLAWN INVESTMENT GROUP, INC.
By: /s/Xxxxxx Xxxxxxx
------------------------- -------------------------------
Xxxxxx Xxxxxxx, President
EXHIBIT A
Schedule of Partners, Capital Contributions and Percentage Interests
Name and Address Percentage Interest Capital Contribution
GENERAL PARTNER:
Woodlawn Investment Group, 1.00% $1.00
Inc.
0000 Xxx Xxxxxx, X.X.
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
LIMITED PARTNERS:
Xxxxxx Xxxxxxx Family 76.5425% $76.54
Trust #2
0000 Xxxxx Xxxxxx Xxxx
Xxxxxxxxxx, X.X. 00000
MFA Woodlawn, Inc. 4.2075% $4.21
Regency Affiliates, Inc. 5.00% $1,500,000.00
0000 Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxx, XX 00000
The Xxxxxx X. Xxxxx III Trust 1.00% 1.00
Xxxxxx X. Peer Trust 7.500% $7.50
c/o Cafritz Interests, Inc.
0000 X Xxxxxx, X. X.
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Xxxx X. and Xxxxxxx X. 1.583% $1.58
Price, joint tenants
Firefly Circle Investment 3.167% $3.18
Limited Partnership
c/o The Cafritz Group, Inc.
0000 Xxx Xxxxxx, X.X.
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
THIS PROMISSORY NOTE HAS BEEN ACQUIRED IN A TRANSACTION NOT INVOLVING
ANY PUBLIC OFFERING AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "1933 ACT"), OR THE LAWS OF ANY STATE. THIS PROMISSORY
NOTE MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION THEREFROM UNDER SUCH ACT, AND THE LAWS OF ANY APPLICABLE STATE.
PROMISSORY NOTE
Washington, D.C.
$10,000 November 30, 2000
FOR VALUE RECEIVED, REGENCY AFFILIATES, INC., a Delaware corporation
(the "Maker"), promises to pay to the order of XXXXXX XXXXXXX, an individual, or
his assigns (the "Holder"), at 0000 X Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx, XX
00000, or at such other place as the Holder of this Note may from time to time
designate, on November 1, 2030 (the "Maturity Date"), the principal amount of
TEN THOUSAND DOLLARS ($10,000). Until the Maturity Date, Maker shall pay to the
Holder, as interest, a sum equal to 50% of (i) the distributions of Net Cash
Flow received by Maker pursuant to Section 10.01 of that certain First Amended
and Restated Limited Partnership Agreement of 1500 Woodlawn Limited Partnership,
as amended (the "A/R Agreement") plus (ii) the distributions of Proceeds of
Capital Transactions received by Maker pursuant to Section 11.01 of the A/R
Agreement, immediately upon receipt of each such distribution. All payments
hereunder shall be made in lawful money of the United States of America, without
offset.
The unpaid principal amount of this Note may not be prepaid in whole
or in part at any time without the prior written consent of the Holder, such
consent to be granted or withheld in the sole discretion of the Holder.
The occurrence of the following shall constitute an event of default
("Event of Default") hereunder:
1 Failure to pay, when due, the principal, any interest, or
any other sum payable hereunder, and continuance of such
failure for five (5) business days after the date on which
such principal, installment of interest or other sum is due
(whether upon maturity hereof, upon any interest payment
date, upon acceleration, or otherwise).
2 Failure of Maker generally to pay its debts as such debts
become due, the admission by Maker in writing of its
inability to pay its debts as such debts become due, or the
making by Maker of any general assignment for the benefit of
creditors.
3 Commencement by Maker of any case, proceeding or other
action seeking reorganization, arrangement, adjustment,
liquidation, dissolution, or composition of it or its debts
under any law relating to bankruptcy, insolvency, or
reorganization, or relief of debtors, or seeking appointment
of a receiver, trustee, custodian, or other similar official
for it or for all or any substantial part of its property.
4 Commencement of any case, proceeding or other action against
Maker seeking to have any order for relief entered against
Maker as debtor, or seeking reorganization, arrangement,
adjustment, liquidation, dissolution or composition of Maker
or its debts under any law relating to bankruptcy,
insolvency, reorganization or relief of debtors, or seeking
appointment or a receiver, trustee, custodian or other
similar official for Maker or for all or any substantial
partn of the property of Maker, and (i) Maker shall, by any
act or omission, indicate its consent to, approval of, or
acquiescence in such case, proceeding or action, or (ii)
such case, proceeding or action results in the entry of an
order for relief which is not, fully stayed within seven (7)
business days after the entry thereof, or (iii) such case,
proceeding or action remains undismissed for a period of
fifteen (15) days or more or is dismissed or suspended only
pursuant to Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code
or any corresponding provision of any future United States
bankruptcy law.
Upon the occurrence of any such Event of Default hereunder, the entire
principal amount hereof, and all accrued and unpaid interest thereon, shall be
accelerated, and shall be immediately due and payable, at the option of the
Holder, without demand or notice, and in addition thereto, and not in
substitution therefor, the Holder shall be entitled to exercise any one or more
of the rights and remedies provided by applicable law. Failure to exercise said
option or to pursue such other remedies shall not constitute a waiver of such
option or such other remedies or of the right to exercise any of the same in the
event of any subsequent Event of Default hereunder.
The Maker promises to pay all costs and expenses (including without
limitation attorneys' fees and disbursements) incurred in connection with the
collection hereof, and to perform each and every covenant or agreement to be
performed by the Maker under this Note and any other instrument evidencing the
obligation represented by this Note.
Each Obligor which term shall include the Maker and all makers,
sureties, guarantors, endorsers, and other persons assuming obligations pursuant
to this Note under this Note hereby waives presentment, protest, demand, notice
of dishonor, and all other notices, and all defenses and pleas on the grounds of
any extension or extensions of the time of payments or the due dates of this
Note, in whole or in part, before or after maturity, with or without notice. No
renewal or extension of this Note, no release of any Obligor, and no delay in
enforcement of this Note or in exercising any right or power hereunder, shall
affect the liability of any Obligor. The pleading of any statute of limitations
as a defense to any demand against any Obligor is expressly waived.
No single or partial exercise by the Holder of any right hereunder, or
under any other agreement pertaining hereto, shall preclude any other or further
exercise thereof or the exercise of any other rights. No delay or omission on
the part of the Holder in exercising any right hereunder shall operate as a
waiver of such right or of any other right under this Note.
This Note and all agreements between the Maker and the Holder relating
hereto are hereby expressly limited so that in no contingency or event
whatsoever, whether by reason of acceleration or otherwise, shall the amount
paid or agreed to be paid to the Holder for the use, forbearance or detention of
money hereunder exceed the maximum amount permissible under applicable law. If
from any circumstance whatsoever fulfillment of any provision hereof, at the
time performance of such provision shall be due, shall involve transcending the
limit of validity prescribed by law, then, i so facto, the obligation to be
fulfilled shall be reduced to the limit of such validity, and if from any such
circumstance the Holder shall ever receive interest, or anything which might be
deemed interest under applicable law, which would exceed the highest lawful
rate, such amount which would be excessive interest shall be applied to the
reduction of the principal amount owing on account of this Note and not to the
payment of interest, or if such excessive interest exceeds the unpaid balance of
principal of this Note, such excess shall be refunded to the Maker. All sums
paid or agreed to be paid to the Holder for the use, forbearance or detention of
the indebtedness of the Maker to the Holder shall, to the extent permitted by
applicable law, be deemed to be amortized, prorated, allocated and spread
throughout the full term of such indebtedness until payment in full so that the
actual rate of interest on account of such indebtedness is uniform throughout
the term thereof. The terms and provisions of this paragraph shall control and
supersede every other provision of this Note and all other agreements between
the Maker and the Holder.
The Maker hereby declares, represents, and warrants that the
indebtedness evidenced hereby is made (i) for the purpose of acquiring or
carrying on a business, professional, or commercial activity and (ii) for the
purpose of acquiring real or personal property as an investment or for the
purpose of carrying on an investment activity, within the meaning of D.C. Code
Title 28, sections 3301(d)(1)(B) and (C) (1981 and Supp. 1985).
Whenever used herein, the words "Maker" and "Holder" and "Obligor"
shall be deemed to include their respective successors and assigns.
This Note shall be governed by and construed under and in accordance
with the laws of District of Columbia (but not including the choice of law rules
thereoo.
IN WITNESS WHEREOF, the undersigned have duly executed this Note, or
have caused this Note to be duly executed on their behalf, as of the day and
year first hereinabove set forth.
[SEAL] REGENCY AFFILIATES, INC.
ATTEST
By: /s/Xxxxxxx X. Xxxxxxxx
_______________________________
--------------------- Name: Xxxxxxx X. Xxxxxxxx
Title: President
