Exhibit 10.11
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the “Agreement”) is made as of February 1, 2011 (the “Effective Date”), by and between National Tax Credit Investors II, a California limited partnership (“NTCI II”), and National Tax Credit, Inc. II, a California corporation (“NTC, Inc. II” and together with NTCI II, collectively, “Assignors” and each, an “Assignor”); Munson Pineview Associates, a Texas general partnership (“Assignee”); and RCC Pineview Associates, L.P., a Delaware limited partnership (the “General Partner” and together with Assignors and Assignee, each a “Party“ and, as the context requires, any two or more, collectively, “Parties”), with reference to the following:
A. Pineview Terrace I, L.P. (the “Partnership”), was formed as a limited partnership under the laws of the State of Texas and is being governed pursuant to an Amended and Restated Agreement of Limited Partnership, dated as of August 1, 1990, as amended by a First Amendment to Amended and Restated Agreement of Limited Partnership, dated as of December 1, 1990, and a Second Amendment to Amended and Restated Agreement of Limited Partnership, effective as of September 30, 2002 (collectively, the “Partnership Agreement”) (any capitalized word or phrase used but not defined herein shall have the meaning set forth in the Partnership Agreement).
B. The General Partner is the “Operating General Partner” of the Partnership, NTC, Inc. II is the special limited partner of the Partnership and NTCI II is the limited partner of the Partnership.
C. Assignors have agreed to assign all of their limited partnership interests in the Partnership to Assignee and withdraw from the Partnership, Assignee has agreed to acquire such interests and the General Partner has consented to such assignment and assumption, all pursuant to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.1 Effective as of the “Closing” (as hereinafter defined):
1.2 In consideration of Assignors’ assignments of the Interest, at the Closing Assignee shall pay to Assignors an amount (the “Payment”) equal to $1,060,000.00, payable incash. The Payment shall be treated as a direct acquisition of the Interest. Each Assignor covenants and agrees that such sum shall be received in full satisfaction of all obligations and liabilities due such Assignors in connection with or in any manner arising out of the Partnership, the Apartment Complex or any other assets owned by the Partnership. The Payment shall be made by federal funds wired pursuant to instructions from Assignor.
(a) As provided in Section1.2, Assignee shall pay the Payment;
(c) Payment of the broker’s commission as provided in Section 4.2.
3. Representations, Warranties and Covenants.
(a) The execution and delivery of this Agreement by Assignee and the performance of the transactions contemplated herein have been duly authorized by all requisite corporate and partnership proceedings.
3.3 As a material inducement to Assignors entering into this Agreement:
3.4 Except as expressly provided in this Section 3, no Party has made any other representation or warranty concerning the Interest, the Partnership, the Apartment Complex or any other matter.
4.2 If the Closing occurs, Assignors, on the one hand, and Assignee, on the other, each agree to pay Broker at Closing a commission in an amount of $30,000. Broker shall not be deemed a party or third party beneficiary of this Agreement.
c/o National Partnership Investments Corp.
6701 Center Drive, Suite 520
Los Angeles, California 90045
Attention: Asset Management
with a copy to:
Law Offices of Peter H. Alpert, Inc.
601 S. Figueroa Street, Suite 2330
Los Angeles, CA 90017
Attention: Peter H. Alpert
5.2 If to Assignee or the General Partner, to the intended recipient at:
Whitney Capital Company, L.L.C.
1014 Wirt Road, Suite 270
Houston, Texas 77055
Attention: D. Garry Munson, President
Telephone: 516-352-6100
Facsimile: 516-352-2102
Applegate & Thorne-Thomsen, P.C.
322 S. Green Street, Suite 400
Chicago, IL 60607
Attention: Bennett P. Applegate, Esq.
Any of the Parties may designate a change of address by Notice in writing to the other Parties. Whenever in this Agreement the giving of Notice by mail or otherwise is required, the giving of such Notice may be waived in writing by the person or persons entitled to receive such Notice.
5.11 In interpreting this Agreement it shall be presumed that the Agreement was jointly drafted and no presumption shall arise against any Party in the event of any ambiguity.
[Signatures on following page(s)]
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date set forth above.
ASSIGNORS: NATIONAL TAX CREDIT INVESTORS II,
a California limited partnership
By National Partnership Investments Corp.,
a California corporation,
General Partner
By: /s/Derik Hart
Name: Derik Hart
Title: Senior Vice President
NATIONAL TAX CREDIT, INC. II,
a California corporation
By: /s/Derik Hart
Name: Derik Hart
Title Senior Vice President
ASSIGNEE: MUNSON PINEVIEW ASSOCIATES,
a Texas general partnership
By /s/D. Garry Munson
Name: D. Garry Munson
Title: Manager
GENERAL PARTNER: PINEVIEW ASSOCIATES, L.P.,
a Texas limited partnership
By RCC Pineview, Inc.,
a Delaware corporation,
General Partner
By /s/D. Garry Munson
Name: D. Garry Munson
Title: Vice President