EXHIBIT 10.4
CONTRIBUTION AGREEMENT
(Public Securities)
THIS CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as
of this 14th day of October, 2002 (the "Effective Date"), by and between Crow
Family Partnership, L.P., a Texas limited partnership ("CFP"), and Crow Public
Securities, L.P., a Texas limited partnership ("Assignee").
WITNESSETH
WHEREAS, CFP is the owner of all the outstanding limited partner interest
of Assignee; and
WHEREAS, to consolidate the ownership of publicly traded securities owned
by CFP, CFP desires to contribute, assign, grant, convey, transfer, set over,
confirm and deliver to Assignee, and Assignee desires to receive, all of CFP's
right, title and interest in and to all of the publicly traded securities listed
on Exhibit A to this Agreement (collectively, the "Securities").
NOW, THEREFORE, in consideration of the premises, warranties and mutual
covenants set forth herein, the parties hereto agree as follows:
1. Contribution of Securities. CFP hereby contributes, assigns, grants,
transfers, sets over, confirms and delivers to Assignee, and Assignee hereby
acquires from CFP, the Securities.
2. Effective Date. The contribution and assignment herein is effective as
of the Effective Date.
3. Future Cooperation on Subsequent Documents. Assignee and CFP mutually
agree to cooperate at all times from and after the date hereof with respect to
the supplying of any information requested by the other regarding any of the
matters described in this Agreement, and each agrees to execute such further
deeds, mortgages, bills of sale, assignments, stock powers, releases or other
documents as may be reasonably requested for the purpose of giving effect to,
evidencing or giving notice of the transactions described herein.
4. Representations.
a. CFP hereby warrants and represents to Assignee that it is entering
into this Agreement as its free and voluntary act, without coercion or
duress, with full understanding of the meaning and results hereof, CFP
further warrants and represents that it is the current legal and beneficial
owner of the Securities and the Securities have not been sold, transferred,
assigned,
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pledged, encumbered or contracted to be sold, transferred, assigned,
pledged or encumbered.
b. Assignee hereby warrants and represents to CFP that neither
Assignee nor any of its affiliates, nor any of their respective partners,
members, shareholders or other equity owners, and none of their respective
employees, officers, directors, representatives or agents is, nor will they
become, a person or entity with whom U.S. persons or entities are
restricted from doing business under regulations of the Office of Foreign
Asset Control ("OFAC") of the Department of the Treasury (including those
named on OFAC's Specially Designated and Blocked Persons List) or under any
statute, executive order (including the September 24, 2001, Executive Order
Blocking Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit, or Support Terrorism), or other governmental action and
is not and will not engage in any dealings or transactions or be otherwise
associated with such persons or entities.
5. Successors and Assigns. This Agreement shall be binding upon, and shall
inure to the benefit of the parties hereto and their respective heirs, legal
representatives, successors and assigns.
6. Survival of Representations. The representations, warranties, covenants
and agreements of the parties contained in this Agreement shall survive the
execution hereof.
7. Modification and Waiver; Counterparts. No supplement, modification,
waiver or termination of this Agreement or any provisions hereof shall be
binding unless executed in writing by the parties to be bound thereby. No waiver
of any of the provisions of this Agreement shall constitute a waiver of any
other provision (whether or not similar), nor shall such waiver constitute a
continuing waiver unless otherwise expressly provided. This Agreement may be
executed in multiple counterparts, each of which shall be deemed an original and
which taken together shall constitute one agreement.
8. Governing Law. This Agreement is entered into in Dallas County, Texas,
is to be performed in said county and shall be construed and enforced in
accordance with the laws of the State of Texas.
[signature page follows]
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IN WITNESS WHEREOF, this Agreement is executed to be effective as of the
Effective Date.
CFP:
CROW FAMILY PARTNERSHIP, L.P.
By: Crow Family, Inc., its sole
general partner
By: /s/ XXXXX X. XXXXXXXXXX
---------------------------------
Name: Xxxxx X. Xxxxxxxxxx
---------------------------------
Title: Executive Vice President
---------------------------------
ASSIGNEE:
Crow Public Securities, L.P.
By: Crow Family, Inc., its general
partner
By: /s/ XXXXX X. XXXXXXXXXX
---------------------------------
Name: Xxxxx X. Xxxxxxxxxx
---------------------------------
Title: Executive Vice President
---------------------------------
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Exhibit A
Public Securities
1. 1,000 shares of common stock of Xxxxxxxx Xxxx Company represented by
certificate number 2.
2. 2,199,266 shares of common stock of Xxxxxxxx Xxxx Company represented by
certificate number 1429.
3. $9,946,000 in principal amount of 11.75% notes of Allegiance Telecom, Inc.
due in February, 2008.
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