EXHIBIT 3-B
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(Carlyle-XIV)
EXHIBIT B
ASSIGNMENT AGREEMENT
This Agreement is first made and entered into as of the 1st day of
June, 1984 by and among Carlyle Real Estate Limited Partnership-XIV, an
Illinois limited partnership (the "Partnership"), Carlyle-XIV Managers,
Inc., an Illinois corporation which is the Corporate General Partner of the
Partnership (the "Corporate General Partner"), Realty Associates-XIV, an
Illinois limited partnership which is the Associate General Partner of the
Partnership (the "Associate General Partner"), JMB Investor Services
Corporation, the initial limited partner of the Partnership (the "Initial
Limited Partner") and those persons to whom limited partnership interests
in the Partnership are hereinafter assigned pursuant to this Assignment
Agreement (the "Assignee Holders").
WHEREAS:
A. The Partnership is a limited partnership formed and existing
under an amended and restated Agreement of Limited Partnership dated as of
June 1, 1984 among the Corporate General Partner, the Associate General
Partner and the Initial Limited Partner (the "Partnership Agreement") (all
capitalized terms herein having the same definitions as set forth in the
Partnership Agreement, except as otherwise specifically provided herein).
B. The Partnership expects to issue additional limited partnership
interests (the "Additional Limited Partnership Interests") to the Initial
Limited Partner and all right and interest in and to such Additional
Limited Partnership Interests will be sold and transferred to Assignee
Holders pursuant to a public offering of such Additional Limited
Partnership Interests as provided in the Partnership Agreement (the "Public
Offering").
C. Contemporaneously with the issuance of such Additional Limited
Partnership Interests to the Initial Limited Partner and the sale and
transfer of the Additional Limited Partnership Interests to the Assignee
Holders, all of the proceeds of such sales will be paid to the Partnership
as capital contributions with respect to such Additional Limited
Partnership Interests.
NOW, THEREFORE, in consideration of the foregoing premises and the
promises hereinafter contained, it is hereby agreed by and among the
parties hereto as follows:
1. Assignment of Additional Limited Partnership Interests.
The Initial Limited Partner will transfer and assign to the Assignee
Holders who purchase Additional Limited Partnership Interests in the Public
Offering all of the Initial Limited Partner's rights and interests in and
to the Additional Limited Partnership Interests. The rights and interests
so transferred and assigned to the Assignee Holders shall include, without
limitation, (a) all rights to receive distributions of Net Cash Receipts
and Sale or Refinancing Proceeds, (b) all rights in respect of the
allocation of Profits or Losses under the Partnership Agreement, (c) all
rights in respect of Consents to admission of successor or additional
General Partners, (d) all rights to inspect books and records and to
receive financial and other reports relating to the Partnership, (e) all
voting rights and rights to attend or call meetings, and (f) ail other
rights which Limited Partners have or may have in the future under the
Partnership Agreement, and, except as otherwise provided in the Partnership
Agreement, the Uniform Limited Partnership Act of the State of Illinois and
other applicable law. The General Partners, by the execution of this
Assignment Agreement, hereby (a) consent to the transfer and assignment of
the Additional Limited Partnership Interests to the Assignee Holders
pursuant to this Agreement, (b) acknowledge that the Assignee Holders are
intended to be third party beneficiaries of all rights and privileges of
the Initial Limited Partner in respect of the Additional Limited
Partnership Interests, and (c) acknowledge and agree that, in accordance
with the foregoing transfer and assignment, all of the Initial Limited
Partner's rights and privileges in respect of the Additional Limited
Partnership Interests may be exercised by the Assignee Holders.
2. Instrument of Assignment. Effective upon the transfer to
the Partnership of the required capital contributions in respect of
Additional Limited Partnership Interests from time to time during the
Public
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Offering, and upon the amendment of the Certificate of Limited Partnership
of the Partnership to reflect the issuance of Additional Limited
Partnership interests to the Initial Limited Partner, the Initial Limited
Partner shall execute an Instrument of Assignment transferring and
assigning all of its rights and interests in and to such Additional Limited
Partnership Interests to the Assignee Holders. The names and addresses of
the Assignee Holders who have purchased the Additional Limited Partnership
Interests shall be set forth on said Instrument and, upon its receipt and
acknowledgment by the Corporate General Partner, such Instrument of
Assignment shall be binding in all respects upon the Partnership, the
General Partners, the Initial Limited Partner and the Assignee Holders
named therein; provided that any such Instrument of Assignment may be
amended by written instrument executed by the Initial Limited Partner and
the General Partners for the purpose of correcting any error or omission
contained therein. Notification of the name and address of each Assignee
Holder set forth on any such Instrument of Assignment shall be mailed,
postage prepaid, to such Assignee Holders named therein; and thereafter any
address contained therein shall be subject to change only upon the receipt
by the Initial Limited Partner of written notification of a change of an
Assignee Holder's address signed by such Assignee Holder.
3. Subsequent Assignments. Any subsequent transfer or assignment
of Additional Limited Partnership Interests by any Assignee Holder to any
other Person must conform in all respects with the requirements of Article
XVI of the Partnership Agreement, and an assignee of Additional Limited
Partnership Interests from an Assignee Holder will acquire no greater
rights than an assignee of Interests from a Limited Partner which assignee
does not become a Substituted Limited Partner under Article XVI of the
Partnership Agreement.
4. Voting. The Initial Limited Partner hereby agrees that, with
respect to any matter on which a vote of Limited Partners is taken in
accordance with the Partnership Agreement or as to which any Consent is
requested, it will vote the Additional Limited Partnership Interests
transferred to Assignee Holders pursuant to this Agreement or grant or
withhold such Consent solely for the benefit of, and in accordance with,
the written instructions of the Assignee Holders with respect to such
Interests. Additional Limited Partnership Interests transferred to
Assignee Holders who do not provide such written instructions to the
Initial Limited Partners will not be voted nor any Consent granted on any
such matter. The Initial Limited Partner will provide notice to the
Assignee Holders containing information regarding any matters to be voted
upon or as to which any Consent is requested sufficiently in advance of the
date of the vote for which such Consent is requested to permit such
Assignee Holders to provide such written instructions and shall otherwise
establish reasonable procedures for any such voting or the granting of such
Consent. The Partnership and the General Partners hereby agree to permit
Assignee Holders to attend any meetings of Limited Partners and the Initial
Limited Partner shall, upon written request of Assignee Holders owning
Additional Limited Partnership Interests which represent in the aggregate
10% or more of all of the outstanding Limited Partnership Interests,
request the Corporate General Partner to call a meeting of Limited Partners
or to submit a matter to the Limited Partners without a meeting pursuant to
the Partnership Agreement.
5. Reports. The Initial Limited Partner will mail to any Assignee
Holder (at the address provided under paragraph 2 above) any report,
financial statement or other communication received from the Partnership or
the Corporate General Partner with respect to the Additional Limited
Partnership Interests transferred to such Assignee Holder. In lieu of the
mailing of any such document by the Initial Limited Partner, the Initial
Limited Partner may, at its option, request the Corporate General Partner
to mail any such communications directly to the Assignee Holders, and the
Initial Limited Partner shall be deemed to have satisfied its obligations
under this paragraph 5 upon its receipt of written notification from the
Corporate General Partner that any such communication has been mailed,
postage prepaid, to all of such Assignee Holders at the addresses provided
under paragraph 2 above.
6. Substituted Limited Partners. Any Assignee Holder holding
Additional Limited Partnership Interests and desiring to become a
Substituted Limited Partner in the Partnership may do so by delivering to
the Corporate General Partner an appropriately executed Signature Page and
Power of
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Attorney and such other document or documents and fees as may reasonably be
requested by the Corporate General Partner pursuant to the Partnership
Agreement. The Initial Limited Partner and the Corporate General Partner
will advise and assist any Assignee Holder who so requests in obtaining and
executing such documents. Upon receipt of such documents, the Corporate
General Partner will use its best efforts to cause the execution and filing
of an amendment to the Certificate of Limited Partnership admitting such
Assignee Holder as a Substituted Limited Partner. Upon such filing, the
Additional Limited Partnership Interests of such Substituted Limited
Partner shall no longer be subject to this Assignment Agreement in any
respect, and any and all rights of such Substituted Limited Partner,
including the right to assign or transfer such Interests to any other
Person, shall be governed exclusively by the Partnership Agreement.
7. Liability. Neither the Partnership, the General Partners nor
the Initial Limited Partner assumes any obligation or shall be subject to
any liability under this Assignment Agreement to the Assignee Holders
except that each of them agrees to use its best efforts and good faith in
the performance of the duties specifically set forth hereunder.
8. Termination. This Assignment Agreement shall remain in effect
so long as Additional Limited Partnership Interests are owned by any
person.
9. Assignee Holders Party to Agreement. Upon payment for
Additional Limited Partnership Interests by a purchaser and acceptance of
such subscription and the recognition of the purchaser as an Assignee
Holder by the Corporate General Partner on behalf of the Partnership, each
such Assignee Holder shall be and become a party to this Assignment
Agreement and the Subscription Agreement contained in the Prospectus, shall
be bound by all of the terms and conditions hereof and of such Subscription
Agreement and, upon the purchase of Additional Limited Partnership
Interests and the payment of Capital Investments therefor, shall be bound
by the terms and conditions of the Partnership Agreement and shall be
entitled to ail of the rights of an Assignee Holder hereunder and under the
Partnership Agreement.
10. Amendment. This Assignment Agreement may be amended by a
written instrument executed by the Partnership, the General Partners and
the Initial Limited Partner in order to cure any ambiguity, correct or
supplement any provision hereof or to make any other provisions with
respect to matters or questions arising under this Agreement not
inconsistent with the purposes of this Agreement, provided that such
amendment is not adverse to the interests of the Assignee Holders
hereunder.
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement as of the date first above written.
CARLYLE REAL ESTATE LIMITED
PARTNERSHIP-XIV
an Illinois Limited Partnership
By: CARLYLE-XIV MANAGERS, INC.,
an Illinois corporation,
General Partner
By:
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Vice President
CARLYLE-XIV MANAGERS, INC.,
as Corporate General Partner
of the Partnership
By:
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Vice President
REALTY ASSOCIATES-XIV,
as Associate General Partner
of the Partnership
By:
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Managing General Partner
JMB INVESTOR SERVICES CORPORATION,
as Initial Limited Partner of the Partnership
and on Behalf of all Assignee Holders of
Additional Limited Partnership Interests
By:
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Vice President
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