Exhibit 10
CONTRIBUTION AGREEMENT
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Dated as of January 1, 1998
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This Contribution Agreement (the "Agreement") dated as of January 1,
1998, is between Main Place Real Estate Investment Trust (the "REIT") and Main
Place Holdings Corporation, a Delaware corporation ("Holdings").
WITNESSETH THAT:
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WHEREAS, Holdings desires to transfer legal and equitable title to the
title to the FHLMC certificates and the FNMA certificates listed in Exhibit A
attached hereto (respectively, the "FHLMC Certificates" and the "FNMA
Certificates"; and collectively, the "Government Securities") to the REIT
pursuant to the terms of this Agreement.
NOW THEREFORE, in consideration of the premises and the mutual
promises hereinafter contained, it is mutually covenanted and agreed as follows:
Contribution of Government Securities. Holdings does hereby
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transfer, assign, set over and otherwise convey to the REIT all of its right,
title and interest in and to the Government Securities, including all interest
and principal received or receivable by it on or with respect to the Government
Securities after the date of this Agreement.
Both parties agree and acknowledge that Holdings has transferred
all of its right, title and interest to the Government Securities to the REIT
without any intent to hinder, delay or defraud the creditors of Holdings or any
subsidiary thereof.
1. Representations and Warranties. Holdings hereby represents and
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warrants to the REIT as of the date of this Agreement (unless otherwise
indicated) that:
(i) the information set forth with respect to the Government
Securities in Exhibit A hereto is true and correct in all material
respects at the date or dates respecting which such information is
furnished as specified therein; and
(ii) Holdings is the sole owner and holder of each Government
Security, free and clear of any and all liens, pledges, charges or
security interests of any nature and has full right and authority to
sell and assign the same; and
(iii) the aggregate amount of Government Securities being
transferred hereby is $75,181,770.83.
2. Governing Law. This Agreement shall be governed by and construed
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in accordance with the laws of the State of New York, without giving effect
to principles of conflicts of law.
3. Counterparts. This Agreement may be executed in a number of
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counterparts, each of which shall be deemed an original for all purposes and all
of which constitute, collectively, one Agreement.
IN WITNESS WHEREOF, the REIT and Holdings have caused this Agreement
to be duly executed by their respective officers as of the day and year first
above written.
MAIN PLACE REAL ESTATE INVESTMENT TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: President
MAIN PLACE HOLDINGS CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: President
