Exhibit 10.18
ASSIGNMENT AND ASSUMPTION
OF XXXXXXX MONEY CONTRACT
(GILLINGHAM - SUNTRON GCO)
This ASSIGNMENT AND ASSUMPTION OF XXXXXXX MONEY CONTRACT (the
"ASSIGNMENT"), is made and entered into to be effective as of the _____ day of
___________, 2006 (the "EFFECTIVE DATE"), by and between GSL INDUSTRIAL
PARTNERS, L.P., a Texas limited partnership ("ASSIGNOR"), and GSL 16/VIF
GILLINGHAM, L.P., a Texas limited partnership ("ASSIGNEE").
WITNESSETH:
WHEREAS, Assignor, as buyer, and SUNTRON GCO, LP, a Texas limited
partnership ("SELLER"), as seller, executed and entered into that certain
Xxxxxxx Money Contract, dated effective as of December 27, 2005, as amended by
that certain letter agreement dated February 2, 2006 (the "FIRST LETTER
AGREEMENT"), that certain letter agreement dated March 8, 2006 (the "SECOND
LETTER AGREEMENT"), and that certain letter agreement dated March 17, 2006 (the
"THIRD LETTER AGREEMENT") (collectively, the "CONTRACT"), relating to the sale
by Seller to Assignor of certain improved real property located in Fort Bend
County, Texas, and being more particularly described therein (the "PROPERTY");
WHEREAS, Assignor desires to assign to Assignee, and Assignee desires to
assume, the Contract;
NOW, THEREFORE, KNOW ALL PERSONS BY THESE PRESENTS THAT, Assignor does
hereby TRANSFER, ASSIGN AND CONVEY to Assignee all of Assignor's right, title,
and interest in, to and under the Contract. By its acceptance of this
Assignment, Assignee accepts the Contract and agrees to assume and be bound by
all of the obligations and liability of Assignor under the Contract. In this
regard, Assignor and Assignee acknowledge and agree that the terms and
provisions of Section 4 of the Contract, as amended by the Second Letter
Agreement, relating to the payment of the Deferred Portion of the Sales Price
(as such term is defined in the Second Letter Agreement), shall survive the
closing of the transactions made the subject of the Contract. Seller has joined
in the execution of this Assignment for the purpose of consenting to the
assignment of the Contract and to acknowledge that the terms and provisions of
Section 4 of the Contract, as amended by the Second Letter Agreement, shall
survive the closing of the transactions made the subject of the Contract.
Assignor and Assignee agree to execute such additional documents and
instruments as may be necessary to carry out and effectuate the purposes of this
Assignment.
This Assignment and all of its terms and provisions shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns.
[REST OF PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment
effective as of the Effective Date.
ASSIGNOR:
GSL INDUSTRIAL PARTNERS, L.P.,
a Texas limited partnership
By: GSL Partners GP, LLC, a Texas
limited liability company, its
general partner
By: /s/ WELCOME X. XXXXXX, XX.
---------------------------------
Welcome X. Xxxxxx, Xx.,
Chairman and Chief Executive
Officer
ASSIGNEE:
GSL 16/VIF GILLINGHAM, L.P., a Texas
limited partnership
By: GSL 16/VIF Gillingham GP, LLC, a
Delaware limited liability
company, its general partner
By: GSL 16/VIF Gillingham, LLC, a
Delaware limited liability
company, its sole member
By: GSL Partners SUB SIXTEEN, L.P., a
Texas limited partnership,
Operating Member
By: GSL SUB SIXTEEN GP, INC., a Texas
corporation, its general partner
By: /s/ WELCOME X. XXXXXX, XX.
---------------------------------
Name: WELCOME X. XXXXXX, XX.
-------------------------------
Its: CHAIRMAN / CEO
--------------------------------
By: VIF Gillingham, LLC, a Delaware
limited liability company, Class
A Member
By: AEW Value Investors, LP, a
Delaware limited partnership, its
sole member
By: AEW VIF Managers, LLC, a Delaware
limited liability company, its
general partner
By: AEW VIF Investors, Inc., a
Delaware corporation, its Manager-Member
By: /s/ XXXXXXX X. XXXXX
---------------------------------
Name: XXXXXXX X. XXXXX
-------------------------------
Its: VICE PRESIDENT
--------------------------------
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CONSENT TO ASSIGNMENT
The undersigned, Suntron GCO, LP, a Texas limited partnership, as seller
under the Contract, does hereby join in the execution of this Assignment for the
purpose of consenting to the assignment of the Contract from Assignor to
Assignee, and to acknowledge that the terms and provisions of Section 4 of the
Contract, as amended by the Second Letter Agreement, survive the closing of the
transactions made the subject of the Contract.
SUNTRON GCO, LP, a Texas limited
partnership
By: Rodnic LLC, a Texas limited
liability company, its general partner
By: /s/ XXXXX X. XXXXX
------------------------------------
Name: XXXXX X. XXXXX
----------------------------------
Title: CFO
---------------------------------
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