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EXHIBIT 10.22(a)
AGREEMENT TO REDEEM PARTNERSHIP INTEREST
This Agreement to Redeem Partnership Interest ("AGREEMENT") is made as of
December 30, 1996 by Great Southern Life Insurance Company, a Texas corporation
("WITHDRAWING PARTNER"); GSSW Limited Partnership, a Texas limited partnership
("PARTNERSHIP"); and Southwestern Life Insurance Company, a Texas corporation
("SOUTHWESTERN"), and BGFRTS, L.C., a Texas limited liability company
("BGFRTS") (Southwestern and BGFRTS collectively "CONTINUING PARTNERS"). In
consideration of the acknowledgments and agreements set out herein the parties
agree as follows.
Acknowledgments. Withdrawing Partner and Continuing Partners formed
Partnership pursuant to that certain Limited Partnership Agreement of GSSW
Limited Partnership dated as of June 9, 1992, which agreement has been restated
and amended from time to time (as restated and amended the "PARTNERSHIP
AGREEMENT"). All terms used in this Agreement that are not defined herein
shall have the meanings given to them in the Partnership Agreement.
The parties have agreed that Withdrawing Partner's entire right, title,
and interest in Partnership (the "REDEEMED INTEREST") shall be retired and
redeemed by Partnership and Withdrawing Partner shall withdraw from
Partnership, all as set forth herein.
Retirement and Redemption. The Redeemed Interest shall be retired and
redeemed by Partnership effective as of the close of business on the date of
this Agreement (the "EFFECTIVE TIME").
Transfer of Redeemed Interest by Withdrawing Partner. Withdrawing
Partner hereby sells, assigns, transfers, conveys, and delivers the Redeemed
Interest to Partnership and withdraws from Partnership. This Agreement itself
constitutes a document of assignment and withdrawal. Accordingly, no further
documentation or action is needed or shall be required in order to make
Withdrawing Partner's sale, assignment, transfer, conveyance, and delivery of
the Redeemed Interest to Partnership, or its withdrawal from Partnership,
effective, but Withdrawing Partner shall execute, acknowledge, and deliver all
further documents which Partnership may reasonably deem necessary or
appropriate to effect such sale, assignment, transfer, conveyance, and
delivery.
Withdrawing Partner represents and warrants to Partnership that
Withdrawing Partner has full legal right, power, and authority to execute this
Agreement and to sell, assign, transfer, convey, and deliver the Redeemed
Interest to Partnership as described in paragraph 3(a) and that the Redeemed
Interest is free and clear of any and all claims, liens, security interests,
and encumbrances whatsoever. Withdrawing Partner shall warrant and defend
Partnership's title to the Redeemed Interest against the lawful claims and
demands of all persons whomsoever.
Consideration for Redeemed Interest. Partnership contemporaneously
herewith has distributed $22,148,558 in cash to Withdrawing
Partner as partial consideration for the Redeemed Interest. Withdrawing
Partner hereby acknowledges receipt of this distribution.
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Partnership hereby sells, assigns, transfers, conveys, and delivers to
Withdrawing Partner the following limited partnership interests (each a
"LIMITED PARTNERSHIP INTEREST" and collectively the "LIMITED PARTNERSHIP
INTERESTS") as the balance of the consideration for the Redeemed Interest:
Partnership's entire right, title, and interest in GSSW - REO Westwood
Arlington L.P., a Texas limited partnership; Partnership's entire right,
title, and interest in GSSW - REO Briarwood L.P., a Texas limited partnership;
Partnership's entire right, title, and interest in GSSW - Westwood Baytown
L.P., a Texas limited partnership; Partnership's entire right, title, and
interest in Xxxxxxxxx Arms - REO L.P., a Texas limited partnership;
Partnership's entire right, title, and interest in Riverdale Square - REO L.P.,
a Texas limited partnership; Partnership's entire right, title, and interest
in GSSW - REO Land L.P., a Texas limited partnership; (vii) Partnership's
entire right, title, and interest in Windrush - REO, L.P., a Texas limited
partnership; and (viii) Partnership's entire right, title, and interest in GSSW
- REO Landmark, Limited Partnership, a Texas limited partnership (each of such
limited partnerships a "LIMITED PARTNERSHIP"). This Agreement itself
constitutes a document of assignment. Accordingly, no further documentation or
action is needed or shall be required in order to make effective Partnership's
sale, assignment, transfer, conveyance, and delivery of the Limited Partnership
Interests to Withdrawing Partner, but Partnership and either or both Continuing
Partners shall each execute, acknowledge, and deliver all further documents
which Withdrawing Partner may reasonably deem necessary or appropriate to
effect such sale, assignment, transfer, conveyance, and delivery.
Additional Provisions Regarding Limited Partnership Interests.
Partnership, and Continuing Partners acting on behalf of Partnership, shall
cause Withdrawing Partner to be admitted to each Limited Partnership as a
substituted limited partner with respect to the Limited Partnership Interest
hereby acquired by Withdrawing Partner in such Limited Partnership.
Withdrawing Partner shall and hereby does assume Partnership's position and
agree to discharge Partnership's responsibilities as a limited partner in each
such partnership with respect to its Limited Partnership Interest in such
partnership. Each Limited Partnership's income, gain, loss, deduction, and
other items shall be allocated as between Partnership and Withdrawing Partner
for the fiscal year of the Limited Partnerships ending December 31, 1996 on the
basis of an interim closing of the books and not upon a proration of such items
for the entire fiscal year.
Partnership and each of Continuing Partners represents and warrants to
Withdrawing Partner that Partnership has full legal right, power, and authority
to execute this Agreement and to sell, assign, transfer, convey, and deliver
the Limited Partnership Interests to Withdrawing Partner as described in
paragraph 4(b) and that each of the Limited Partnership Interests is free and
clear of any and all claims, liens, security interests, and encumbrances
whatsoever. Partnership and each of Continuing
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Partners shall warrant and defend Withdrawing Partner's title to the Limited
Partnership Interests against the lawful claims and demands of all persons
whomsoever.
Effect of Retirement, Redemption, and Withdrawal. The parties, and in
particular each of Continuing Partners, agrees that Partnership shall continue
and not be dissolved or terminated because of the retirement and redemption of
the Redeemed Interest or the withdrawal from Partnership of Withdrawing
Partner. Partnership shall file on a timely basis with any appropriate
governmental authorities any amendments to Partnership's certificate of limited
partnership or other documents relating to the retirement and redemption of the
Redeemed Interest or the withdrawal from Partnership of Withdrawing Partner
that may be required by, or appropriate under, the Act or other applicable law.
Withdrawing Partner's distributive share of Partnership's income, gain,
loss, deduction, and other items for the fiscal year of Partnership ending
December 31, 1996 shall be determined on the basis of an interim closing of the
books of the Partnership as of the Effective Time and shall not be based upon a
proration of such items for the entire fiscal year.
Any provisions of the Partnership Agreement that are inconsistent with
this Agreement or that prohibit any of the transactions described herein are
hereby waived. As among the parties, Withdrawing Partner is hereby relieved of
all further duties and obligations imposed on it by the Partnership Agreement.
Partnership shall, however, after the Effective Time and as if Withdrawing
Partner were then still a Partner of Partnership: furnish to Withdrawing
Partner financial statements and tax returns for the fiscal year of Partnership
ending December 31, 1996 pursuant to paragraphs 6.3 and 6.4 of the Partnership
Agreement; and permit Withdrawing Partner to have reasonable access to
Partnership's books and records for such fiscal year pursuant to paragraph 6.2
of the Partnership Agreement.
Miscellaneous. Withdrawing Partner shall pay its own legal fees and
other expenses, and the reasonable legal fees of the other parties hereto,
incurred in connection with the execution and delivery of this Agreement and
the consummation of the transactions described herein.
This Agreement shall be binding upon, inure to the benefit of, and be
enforceable by the parties hereto and their respective successors and assigns.
This Agreement shall be governed by the laws of Missouri; provided, to the
extent that any of the provisions of this Agreement would but for this proviso
be governed by the Act, then the Act shall to such extent govern the
application of such provisions. In the event any one or more of the provisions
contained in this Agreement or any application thereof shall be invalid,
illegal, or unenforceable in any respect, the validity, legality, and
enforceability of the remaining provisions of this Agreement or any other
application thereof shall not in any way be affected or impaired thereby. The
application of any provisions of this Agreement may be waived by the party or
parties entitled to the benefit thereof; provided, no delay or failure on the
part
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of any party hereto in exercising any rights hereunder, and no partial or
single exercise thereof, shall constitute a waiver of any other rights
hereunder. This Agreement represents the entire agreement of all of the
persons bound hereby and supersedes all prior understandings or agreements,
oral or written, among all or any of such persons with respect to the matters
described herein.
The parties hereto have executed this Agreement effective as of the date
set forth above to evidence their intent that it be a binding contract.
GREAT SOUTHERN LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Chairman of the Board
SOUTHWESTERN LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx, Xx.
Xxxxx X. Xxxxxxx, Xx.
President
BGFRTS, L.C.
By: SOUTHWESTERN LIFE INSURANCE
COMPANY
By: /s/ Xxxxx X. Xxxxxxx, Xx.
Xxxxx X. Xxxxxxx, Xx.
President
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