THIS DOCUMENT PREPARED BY,
AND WHEN RECORDED RETURN TO:
PIRCHER, XXXXXXX & XXXXX
1999 Avenue of the Stars
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx, Esq.
________________________________________________________________________
(SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY)
ASSIGNMENT OF PARTNERSHIP INTEREST
(Mall of Memphis; Memphis, Tennessee)
THIS ASSIGNMENT OF PARTNERSHIP INTEREST (this "Assignment") is made
as of the 8th day of August, 1995, by MALL OF MEMPHIS ASSOCIATES,
a Tennessee limited partnership (hereinafter called "Assignor"), in favor
of CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XI, an Illinois limited
partnership (hereinafter called "Assignee").
WITNESSETH:
WHEREAS, Assignor is a general partner of that certain Illinois
general partnership known as "Mall of Memphis Associates" (the
"Partnership"), which has heretofore been governed in accordance with that
certain agreement captioned "ARTICLES OF GENERAL PARTNERSHIP OF MALL OF
MEMPHIS ASSOCIATES (AN ILLINOIS GENERAL PARTNERSHIP)" made and entered into
as of August 3, 1981 (as heretofore or herewith amended, the "Partnership
Agreement");
WHEREAS, the principal asset owned by the Partnership is that certain
regional shopping mall commonly known as "Mall of Memphis" and located in
the City Memphis, State of Tennessee;
WHEREAS, Assignor owns a thirty-six and ninety-four one hundredths
percent (36.94%) interest in the Partnership and Assignee desires to
acquire from Assignor such 36.94% interest in the Partnership, including
the entire 36.94% interest of Assignor in the capital and profits and
losses of the Partnership, and any other interests, rights or benefits of
Assignor in the Partnership (such 36.94% Partnership interest and any other
interests, rights or benefits of Assignor in the Partnership being herein
collectively called the "Partnership Interest");
WHEREAS, Assignor and Assignee are concurrently herewith entering
into an agreement captioned "PURCHASE AGREEMENT", dated as of the date
hereof (the "Purchase Agreement"), providing for, among other things, the
purchase by Assignee from Assignor of the Partnership Interest; and
WHEREAS, Assignor desires unconditionally to assign the Partnership
Interest to Assignee as required by the terms and provisions of the
Purchase Agreement.
WHEREAS, Assignee desires to unconditionally accept the Partnership
Interest, subject to the terms of the Purchase Agreement.
WHEREAS, no prior instrument was recorded in the County Register of
Shelby County, Tennessee relating to the Partnership Interest.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by Assignor, Assignor hereby
unconditionally assigns, transfers and sets over unto Assignee the
Partnership Interest and Assignee hereby unconditionally accepts, subject
to the terms of the Purchase Agreement, the assignment of the Partnership
Interest.
All the covenants, terms and conditions set forth or incorporated
herein shall be binding upon Assignor and its successors and assigns and
shall inure to the benefit of Assignee and its successors and assigns.
IN WITNESS WHEREOF, the Assignor has executed this Assignment as of
the day, month, and year first above written.
MALL OF MEMPHIS ASSOCIATES,
a Tennessee limited partnership
By: Plaza Properties of America, Inc.,
a Delaware corporation
as general partner
By: ____________________________
Name: ______________________
Title: _____________________
By: ____________________________
Name: ______________________
Title: _____________________
ACCEPTED AND AGREED TO AS
OF THE DATE WRITTEN ABOVE:
CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XI,
an Illinois limited partnership
By: JMB Realty Corporation,
a Delaware corporation,
General Partner
By: _________________________
Name: _______________________
Title: ______________________
STATE OF CALIFORNIA )
COUNTY OF )
On ___________________ before me, a notary public in and for said
state, personally appeared _______________________________________________
and _______________________________________________ personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged
to me that he or she executed the same in the capacity(ies) indicated at
the signature point.
WITNESS my hand and official seal.
Signature __________________________________ (Seal)
Capacity of Signatory ______________________
STATE OF CALIFORNIA )
COUNTY OF )
On ___________________ before me, a notary public in and for said
state, personally appeared __________________________________________
personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he or she executed the same in the
capacity(ies) indicated at the signature point.
WITNESS my hand and official seal.
Signature __________________________________ (Seal)
Capacity of Signatory ______________________
STATE OF CALIFORNIA )
COUNTY OF )
On _____________________ before me, a notary public in and for said
state, personally appeared __________________________________________
personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he or she executed the same in the
capacity(ies) indicated at the signature point.
WITNESS my hand and official seal.
Signature __________________________________ (Seal)
Capacity of Signatory ______________________
