EXHIBIT 10-A
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(Carlyle-XIV)
EXHIBIT B
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ASSIGNMENT OF PARTNERSHIP INTEREST
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THIS ASSIGNMENT OF PARTNERSHIP INTEREST (the "Assignment"), is made
as of this 10th day of March, 1999 by and between the Federal Deposit
Insurance Corporation in its capacity as Receiver of Central National Bank
(the "Assignor") and 14-15 Office Associates, L.P., a limited partnership
(the "Assignee").
WHEREAS, the Assignor is the holder of a 99% limited partnership
interest (the "Partnership Interest") in P-C 900 Third Associates, a New
York limited partnership (the "Partnership");
WHEREAS, the Partnership is governed by the provisions of an
Agreement of Limited Partnership dated February 26, 1986 (the "Partnership
Agreement");
WHEREAS, Assignor and ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Associates ("Associates")
exchanged certain correspondence, dated April 22, 1996, as modified and
amended thereafter, relating to, among other things, the transfer of
Assignor's rights in the Partnership and certain releases to be made by the
parties thereto (the "Letter"); and
WHEREAS, the parties hereto agree that the Letter is of no further
and effect and is merged into this Assignment and the Mutual Release being
executed contemporaneously herewith, by and between Assignor and Assignee.
NOW, THEREFORE, FOR AND IN CONSIDERATION of the payment to the
Assignor of Three Hundred Thousand Dollars ($300,000) and other good and
valuable consideration, the receipt and adequacy of which are acknowledged
by each party, the parties agree as follows:
Section 1. ASSIGNMENT; RELEASE.
The Assignor hereby assigns to the Assignee and the Assignee hereby
accepts from the Assignor, (a) all of the Assignor's right, title and
interest in the Partnership, including without limitation, the Partnership
Interest, and all of Assignor's interest in the Partnership's capital,
profits and distributions and (b) any and all right, title, and interest
which the Assignor has under the provisions of New York limited partnership
law or any other applicable law, the Partnership Agreement, or in and to
any of the Partnership's assets, with respect to the Partnership Interest
or other interests so assigned ('(a)' and '(b)' collectively, the "Assigned
Interests"); and Assignor and Assignee are exchanging releases.
Section 2. REPRESENTATIONS.
2.1 BY ASSIGNOR. To induce the Assignee to accept such delivery of
this Assignment, the Assignor hereby represents and warrants to the
Assignee that, on the date hereof and at the time of such delivery:
(a) Assignor is the legal and equitable owner of the Assigned
Interests, free and clear of all liens, charges, claims, defenses,
encumbrances and security interests of every kind and natures;
(b) the Partnership Agreement heretofore delivered to the
Assignee is a true, correct and complete copy of the Partnership Agreement
in effect on the date hereof;
(c) the execution, delivery and performance of this Agreement
has been duly authorized by Assignor and the person signing on behalf of
Assignor has been authorized to do so; [proof of authority to be delivered
at time of execution] and
(d) No consent or approval of any third party is necessary
for the validity of the background made hereunder; and
(e) Assignor has not heretofore assigned or transferred or
purported to assign or transfer to any person, firm or corporation or other
entity whomsoever the Assigned Interests or any interest therein.
2.2 BY ASSIGNEE. The Assignee hereby represents and warrants to
the Assignor (a) that the Partnership Interest is being acquired for
investment for the Assignee's own account and not with a view to offering
it for sale or otherwise to distributing it, after or in connection with
such assignment to it, and (b) that the Assignee has read and agrees to be
bound by the Partnership Agreement.
2.3 BY ASSIGNOR AND ASSIGNEE. Neither Assignor nor Assignee is
relying on any representations made by the other or by anyone purporting to
act on behalf of the other as to any matters which might influence or
affect the decision to execute this Assignment, except those
representations and warranties which are specifically set forth herein.
Section 3. INDEMNIFICATION.
3.1 BY ASSIGNOR. The Assignor shall defend, indemnify and hold
harmless the Assignee against and from any and all liability, claim of
liability or expense arising out of any failure of the Assignor's
representation contained in the provisions of Section 2 to be true,
accurate and complete in all material respects.
3.2 BY ASSIGNEE. The Assignee hereby agrees to indemnify the
Assignor against any expense incurred by it in connection with the
Assignee's admission and substitution as a Partner (including, by way of
example rather than of limitation, any such expense incurred in preparing
and filing for record any amendment of the Partnership Agreement or the
Partnership's Certificate of Limited Partnership), and any other
instrument, if necessitated by such admission and substitution. The
Assignee shall defend, indemnify and hold harmless the Assignor against and
from any and all liability, claim of liability or expense arising out of
any failure of the Assignee's representation contained in the provisions of
Section 2 to be true, accurate and complete in all material respects.
Section 4. FURTHER ASSURANCES. The parties hereto agree that they
will cooperate with each other and will execute and deliver, or cause to be
delivered, all such other instruments, and will take all such other
actions, as either party hereto may reasonably request from time to time in
order to effectuate the provisions hereof.
Section 5. MISCELLANEOUS.
5.1 BINDING EFFECT. This Assignment shall be binding upon and
inure to the benefit of Assignor and Assignee and their respective
successors and assigns.
5.2 EXECUTION IN COUNTERPARTS. This Assignment may be executed in
any number of counterparts and any party hereto or thereto may execute any
counterpart, each of which when executed and delivered will be deemed to be
an original and all of which counterparts of this Assignment, taken
together will be deemed to be but one and the same instrument.
5.3 AMENDMENT. Neither this Assignment nor any provision hereof
may be waived, modified, amended, discharged or terminated except by an
instrument signed by the party against whom the enforcement of such waiver,
modification, amendment, discharge or termination is sought, and then only
to the extent set forth in such instrument.
5.4 GOVERNING LAW. This Assignment shall be governed by, and
construed and enforced in accordance with, the internal laws of the State
of New York.
5.5 INTEGRATION. This Assignment and the Mutual Release being
executed by the parties contemporaneously herewith comprise the complete
and integrated agreement of the parties on the subject matter hereof and
supersede all prior agreements, written or oral, including without
limitation, the Letter Agreement, on the subject matter hereof.
5.6 NO AGENCY, PARTNERSHIP OR JOINT VENTURE. Assignee is not the
agent or representative of Assignor, and Assignor is not the agent or
representative of Assignee. Assignor and Assignee intend and agree that
the relationship created by this Assignment is and shall be solely that of
assignor and assignee.
5.7 JURISDICTION; VENUE. Assignor and Assignee irrevocably and
unconditionally (a) agree that any suit, action or other legal proceeding
arising out of this Assignment may be brought in the courts of record of
the State of New York or the courts of the United States located in the
State of New York; (b) consent to the jurisdiction of each such court in
any such suit, action or proceeding; and (c) waive any objection which it
may have to the laying of venue of any such suit, action or proceeding in
any of such courts. In any action hereunder, Assignor and Assignee each
waive the right to demand a trial by jury.
5.8 SURVIVAL. The representations and warranties of Assignor
contained herein shall survive.
IN WITNESS WHEREOF, each party hereto has executed and sealed this
Assignment the day and year first above written.
FEDERAL DEPOSIT INSURANCE CORPORATION,
in its capacity as Receiver of Central
National Bank
By:___________________________________(SEAL)
Its:___________________________________
14-15 OFFICE ASSOCIATES, L.P.,
an Illinois limited partnership
By: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Corporation,
its general partner
By:__________________________________
Name:_______________________________
Title:________________________________