EXHIBIT 10.1
------------
ASSIGNMENT OF INTEREST
IN
OAK HILL STRATEGIC PARTNERS, L.P.
This Assignment of Interest ("Assignment") in Oak Hill Strategic
Partners, L.P., a Delaware limited partnership ("OHSP"), is made and
entered into as of the 31st day of January, 2002 (the "Effective Date"), by
and between 237/1290 UPPER TIER ASSOCIATES, L.P., a Delaware limited
partnership ("Assignor"), and FW STRATEGIC ASSET MANAGEMENT, L.P., a Texas
limited partnership ("Assignee"), with each of 237/1290 Upper Tier GP,
Corp., a Delaware corporation ("UTLP GP Corp."), JMB/NYC Office Building
Associates, L.P., an Illinois limited partnership ("JMB"), Carlyle
Managers, Inc., a Delaware corporation ("Carlyle"), and OHSP executing
this Assignment solely for the purposes set forth herein.
IN CONSIDERATION OF the covenants set forth herein and other good and
valuable consideration, the adequacy, receipt, and sufficiency of which are
hereby acknowledged, the undersigned agree as follows:
1. In consideration of Six Hundred Fifty Six Thousand Five Hundred
Sixty-Six Dollars and No Cents ($656,566.00) (the "Purchase Price"), paid
in accordance with Section 4.02(c) of the Restructuring Agreement (defined
below) and Section 2 below, Assignor hereby conveys, transfers, and assigns
to Assignee Assignor's entire interest (the "Assigned Interest") in OHSP,
pursuant to that certain Restructuring Agreement dated October 27, 1999,
among OHSP, Assignor, Assignee, UTLP GP Corp., JMB, and the other parties
thereto (the "Restructuring Agreement"), which Assigned Interest shall
include, without limitation, all of Assignor's interest in its capital
account and all capital contributions made by it to OHSP with respect to
the Assigned Interest and all of its interest in all profits, losses,
gains, distributive share of tax items, reserves, credits, cash,
distributions, partnership assets, and intangible rights in and of OHSP,
all of which are appurtenant to the Assigned Interest. Assignee, as
general partner of OHSP, hereby represents to each of Assignor, UTLP GP
Corp. and JMB that the Purchase Price is the greater of (i) the Fair Market
Value (as defined in the Restructuring Agreement) of the Assigned Interest
or (ii) $656,566.
2. In accordance with Section 4.02(e) of the Restructuring
Agreement, the Purchase Price shall be paid concurrently herewith (without
reduction for any fees, expenses or costs) by wire transfer to the partners
of Assignor (i.e., UTLP GP Corp., as general partner, and JMB, as limited
partner) as follows: 0.999% of the Purchase Price shall be wired to UTLP
GP Corp. pursuant to the written wire instructions provided by UTLP GP
Corp., and 99.001% of the Purchase Price shall be wired to JMB pursuant to
written wire instructions provided by JMB.
3. UTLP GP Corp., JMB, Carlyle, and OHSP each consent to the
assignment of the Assigned Interest and the other transactions set forth in
this Assignment which, with respect to JMB, shall constitute the consent of
JMB for purposes of Section 6.1(D) of Assignor's Third Amended and Restated
Limited Partnership Agreement.
1
4. Assignor hereby represents and warrants to Assignee that (a)
Assignor is the legal holder of the Assigned Interest and has good title
thereto free and clear of all liens, restrictions, and encumbrances, except
for restrictions of transfer set forth in the Restructuring Agreement and
Assignor's Third Amended and Restated Limited Partnership Agreement; (b)
Assignor has all requisite power, authority and capacity to enter into this
Assignment and to perform its obligations hereunder; and (c) this
Assignment will, upon its execution by all parties hereto, constitute a
valid and legally binding agreement of Assignor enforceable in accordance
with its terms, subject as to enforcement to laws relating to or affecting
creditors' rights and to general equitable principles. The foregoing
representations and warranties shall survive the execution and delivery of
this Assignment.
5. Assignee accepts the Assigned Interest from Assignor and
Assignee agrees to abide by the provisions of the Agreement of Limited
Partnership of OHSP, as amended, in place of Assignor.
6. This Assignment may be executed in any number of counterparts,
each of which shall be considered an original for all purposes, and all of
which when taken together shall constitute a single counterpart instrument.
Executed signature pages to any counterpart instrument may be detached and
affixed to a single counterpart, with such single counterpart with multiple
executed signature pages affixed thereto constituting the original
counterpart instrument. All of those counterpart pages shall be read as
though one, and they shall have the same force and effect as if all the
signers had executed a single signature page.
7. This Assignment shall be governed by the laws of the State of
New York without regard to principles of conflicts of law.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
2
This Assignment is executed effective as of the Effective Date.
ASSIGNOR
--------
237/1290 UPPER TIER ASSOCIATES, L.P., a
Delaware limited partnership
By: 237/1290 Upper Tier GP Corp.,
general partner
By:
------------------------------
Name:
------------------------------
Title:
------------------------------
ASSIGNEE
--------
FW STRATEGIC ASSET MANAGEMENT, L.P.,
a Texas limited partnership
By: Strategic Genpar, Inc., general partner
By:
------------------------------
Name:
------------------------------
Title:
------------------------------
The undersigned hereby execute this Assignment solely for the
purposes set forth in Section 3 hereof.
237/1290 UPPER TIER GP CORP.,
a Delaware corporation
By:
------------------------------------
Name:
------------------------------------
Title:
------------------------------------
JMB/NYC OFFICE BUILDING ASSOCIATES, L.P.,
an Illinois limited partnership
By: Carlyle Managers, Inc., general partner
By:
------------------------------
Name:
------------------------------
Title:
------------------------------
3
CARLYLE MANAGERS, INC.,
a Delaware corporation
By:
------------------------------------
Name:
------------------------------------
Title:
------------------------------------
OAK HILL STRATEGIC PARTNERS, L.P.,
a Delaware limited partnership
By: FW Strategic Asset Management, L.P.,
general partner
By: Strategic Genpar, Inc.,
general partner
By:
-----------------------
Name:
-----------------------
Title:
-----------------------
4
