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Exhibit 2.2
ASSIGNMENT AND ASSUMPTION
OF
MEMBERSHIP INTEREST
THIS ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTEREST (this
"Assignment") is entered into effective as of November 1, 1999, by and between
SYRACUSE OFFICE ASSOCIATES, L.P., a Delaware limited partnership ("Assignor"),
and INTERSTATE PROPERTY PARTNERSHIP, L.P., a Delaware limited partnership
("Assignee").
RECITALS:
A. Assignor is the sole member in Syracuse/Pittsburgh Hotel Holdings,
L.L.C., a Delaware limited liability company (the "Company").
B. Assignor desires to assign, transfer and convey to Assignee all of
Assignor's Membership Interest in the Company upon the terms and conditions set
forth herein.
C. Assignee desires to accept the assignment, transfer and conveyance
of all of Assignor's Membership Interest in the Company upon the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, Assignor and Assignee
hereby agree as follows:
1. Definitions. All capitalized terms used and not otherwise defined
herein shall have the meanings given them in the Certificate and Agreement of
even date herewith, among Assignor, Assignee and the Company (the
"Certificate").
2. Incorporation by Reference. This Assignment is executed in
connection with the Certificate and all of the terms and conditions of the
Certificate (including the indemnification provisions) are hereby incorporated
by reference in, and made a part of, this Assignment.
3. Assignment of Membership Interest. In consideration of the payment
by Assignee of Twelve Million Six Hundred Thousand Dollars ($12,600,000) (as may
be adjusted pursuant to the terms of the Certificate), the Assignor hereby
transfers, assigns, delivers, sets over and conveys to Assignee, free and clear
of all liens and encumbrances, all of Assignor's Membership Interest in the
Company and relinquishes all right, title and interest in and to the Company,
the Company's property and other assets, and all Company distributions made
after the date hereof (the "Assigned Interests").
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4. Assumption by Assignee. Assignee hereby accepts the assignment of
the Assigned Interests, and, subject to the terms of this Assignment, assumes
and agrees to perform all of Assignor's obligations as the sole member in the
Company, arising from and after the date hereof.
5. Governing Law. THIS ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN
CONFORMANCE WITH THE LAWS OF THE STATE OF DELAWARE.
6. Counterparts. This Assignment may be executed in any number of
counterparts and it shall be sufficient that the signature of each party appear
on one or more such counterparts. All counterparts shall collectively constitute
a single agreement.
Executed by the undersigned as of the date first above written.
ASSIGNOR
SYRACUSE OFFICE ASSOCIATES, L.P.,
its sole member
By: Syracuse Office Associates I, LLC,
its general partner
By: Fine Family Limited
Partnership, its member
By: Fine Family
Corporation, its
general partner
By: /s/ Fred Branovan
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Name: Fred Branovan
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Title: Vice President
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ASSIGNEE
INTERSTATE PROPERTY PARTNERSHIP, L.P.,
a Delaware limited partnership
By: Interstate Property Corporation,
its general partner
By: /s/ Timothy Q. Hudak
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Name: Timothy Q. Hudak
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Title: Vice President
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JOINDER TO
ASSIGNMENT AND ASSUMPTION
OF MEMBERSHIP INTEREST
Interstate Hotels Corporation, a Maryland corporation, as the ultimate
parent of Interstate Property Partnership, L.P. ("Assignee"), hereby undertakes
the performance of the obligations of Assignee under the attached Assignment and
Assumption of Membership Interest between Syracuse Office Associates, L.P. and
Assignee.
Executed by the undersigned as of the 1st day of November, 1999.
INTERSTATE HOTELS CORPORATION
By: /s/ Timothy Q. Hudak
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Name: Timothy Q. Hudak
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Title: Senior Vice President
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