Exhibit 10(i)
ASSIGNMENT OF MEMBERSHIP INTEREST
IN HUNTERS BRANCH LEASING, LLC
THIS ASSIGNMENT is made and is effective in all respects as of the 1st day
of January, 2001, by and between XXXXXX HOLDINGS UNLIMITED, INC., a Delaware
corporation ("Assignor") in favor of NUTLEY PARTNERS, LC, a Maryland limited
liability company ("Assignee").
A. Hunters Branch Leasing, LLC, a Delaware limited liability company (the
"Company"), was created pursuant to a Certificate of Conversion filed with the
Delaware Secretary of State on December 21, 2000. Pursuant to the
aforementioned Certificate of Conversion, Kaiser Hunters Branch Leasing, Inc., a
Delaware corporation, was converted into and became the Company pursuant to and
in accordance with the provisions of Section 18-214 of the Delaware Limited
Liability Company Act and Section 266 of the Delaware General Corporation Law.
B. Assignor is the sole manager of the Company
C. Assignor is the owner of one hundred percent (100%) of the membership
interests (collectively, the "Interest") in the Company, and desires to sell and
assign the Interest to Assignee and to (i) withdraw from the membership of the
Company and (ii) withdraw as the manager of the Company.
D. The Assignee wishes to become the owner of the Interest and to become
the manager of the Company.
E. The Company is currently operated under the Delaware Limited Liability
Company Act without a Limited Liability Company Agreement.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:
1. Assignor does hereby sell, assign, transfer and set over to the Assignee the
entire Interest in the Company, which represents one hundred percent (100%) of
the membership interest in the Company, together with all rights, privileges,
liabilities, obligations and responsibilities associated therewith, free and
clear of all liens, claims and interests, effective for all purposes as of
December 31, 2000.
2. Assignee hereby accepts such assignment and assumes the Interest together
with all rights, privileges, liabilities, obligations and responsibilities
associated therewith.
3. Assignor hereby certifies, to the best of Assignor's knowledge, as follows:
A. There is no default by the Company under the terms and conditions of any
agreement or instrument by which the Company is bound.
B. There are no restrictions or other limitation on the ability of Assignor
to transfer the Interest to Assignee.
4. Assignor hereby certifies that Assignor has not assigned, pledged,
encumbered or alienated in any way its membership interest in the Company.
5. This Agreement is made subject to and in accordance with the terms and
conditions of that certain "Agreement" dated as of October 28, 2000 by and
between Assignor and others, a copy of which is attached hereto and the relevant
portions of which, including but not limited to Section 3 thereof, are
incorporated herein by reference.
6. This Assignment may be executed in any number of counterparts, each of which
shall be an original but all of which together shall constitute one instrument,
binding on all parties hereto, notwithstanding that all of such parties may not
have executed the same counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
as of the date hereof.
ASSIGNOR:
XXXXXX HOLDINGS UNLIMITED, INC.
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Chief Financial Officer
ASSIGNEE:
NUTLEY PARTNERS, LC
By: FP-Argo Hunters Branch, LC, its manager
By: Argo Investment Company, LC, its
Manager
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Manager
