Exhibit 10.4
OMNIBUS ASSIGNMENT AGREEMENT
PURSUANT TO AGREEMENT AND PLAN OF CONSOLIDATION
This OMNIBUS ASSIGNMENT AGREEMENT (this "Agreement") is made and
entered into as of October 1, 1997, by and among Aegis Realty, Inc., a Maryland
Corporation ("Aegis"), Aegis Realty Operating Partnership, L.P., a Delaware
limited partnership (the "Operating Partnership"), Aegis Realty Holding
Partnership, LP, a Delaware limited partnership and a subsidiary of the
Operating Partnership ("Aegis Holding, LP"), AOP Merger Sub I, Inc., a Delaware
corporation and subsidiary of the Operating Partnership ("AOP Sub I"), AOP
Merger Sub II, Inc., a Delaware corporation and subsidiary of the Operating
Partnership ("AOP Sub II"), Summit Insured Equity L.P., a Delaware limited
partnership ("Insured I"), Summit Insured Equity II L.P., a Delaware limited
partnership ("Insured II"), Summit Preferred Equity L.P., a Delaware limited
partnership ("Summit Preferred"), Eagle Insured L.P., a Delaware limited
partnership ("Eagle"), Related Aegis, LP, a Delaware limited partnership (the
"Advisor"), Related Insured Equity Associates, Inc., a Delaware corporation
("Related GP I"), RIDC II, L.P., a Delaware limited partnership ("Related GP
II"), Related Equity Funding, Inc., a Delaware corporation ("Related GP III"),
Partnership Monitoring Corp., a Delaware corporation, Related Federal Insured,
L.P., a Delaware limited partnership ("Related GP IV," and, together with
Related GP I, Related GP II and Related GP III, the "Related GPs"), Related
Insured BUC$ Associates, Inc., the assignor limited partner of Insured I
("Assignor LP I"), Related Insured BUC$ Associates, Inc., the assignor limited
partner of Insured II ("Assignor LP II"), Related BUC$ Associates, Inc., the
assignor limited partner of Summit Preferred ("Assignor LP III"), and Related FI
BUC$, Inc., the assignor limited partner of Eagle ("Assignor LP IV"). Insured I,
Insured II, Summit Preferred and Eagle Insured are sometimes hereinafter
referred to individually as a "Partnership" and collectively as the
"Partnerships." Assignor LP I, Assignor LP II, Assignor LP III and Assignor LP
IV are sometimes hereinafter referred to as the "Assignor LPs." Capitalized
terms not defined herein shall have the meanings ascribed to them in the
Consolidation Agreement (as defined below).
W I T N E S S E T H
WHEREAS, the parties hereto have agreed to engage in a consolidation
transaction (the "Consolidation") pursuant to an Agreement and Plan of
Consolidation dated as of October 1, 1997, by and among the parties hereto,
whereby, among other things (i)(A) 100 percent of the BUC$ (as defined below) of
(1) Insured I, (2) Insured II, (3) Summit Preferred, and (4) Eagle (the
"Assigned BUC$") will be assigned by the respective Assignor LPs of such
Partnerships to Aegis in exchange for shares of common stock of Aegis, par value
$.01 per share (the "Shares") to be delivered to the BUC$holders (as hereinafter
defined); (B) 100 percent of the Economic Interests (as hereinafter defined) of
the general partner interests of (1) Insured I and (2) Insured II held by the
Related GPs and the Advisor will be contributed to the Operating Partnership in
exchange for
OP Units (as hereinafter defined) in the Operating Partnership (the "Contributed
GP Economic Interests"); (C) 100 percent of the Economic Interests of the
general partner interests held by the Related GPs and the Advisor in Summit
Preferred and Eagle will be assigned to Aegis in exchange for Shares (the
"Assigned GP Economic Interests"); (D) Aegis will contribute to Aegis Holding,
LP (1) a .0075 percent limited partner interest in Insured I BUC$ and (2) a .015
percent limited partner interest in Insured II BUC$; (E) Aegis will contribute
to the Operating Partnership in exchange for OP Units in the Operating
Partnership (1) the Assigned BUC$, and (2) the Assigned GP Economic Interests,
and (F) the Operating Partnership will contribute to Aegis Holding, LP (1) a
.7425 percent interest in the Insured I BUC$ and (2) a 1.485 percent interest in
the Insured II BUC$, as more specifically provided herein; and (ii) all holders
of BUC$ previously issued by the Partnerships shall receive Shares in exchange
for their BUC$; and
WHEREAS, pursuant to a Purchase Agreement dated December 9, 1996 (the
"Purchase Agreement") by and among Prudential Bache Properties, Inc. ("P-B
Properties"), P.B. Tax Credit S.L.P., a Delaware limited partnership, Prudential
Bache Investor Services II, Inc., a Delaware corporation, and Related Capital
Company, a New York general partnership ("RCC"), P-B Properties has assigned and
transferred all of its general partner interests in the Partnerships to RCC or
its affiliate, the Advisor, and withdrawn from the Partnerships (the "Withdrawal
Transactions"); and upon P-B Properties' withdrawal as a general partner of the
Partnerships, the Partnerships were continued without dissolution;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Assignments and Transfers Pursuant to Consolidation Agreement.
Pursuant to and in accordance with the Consolidation Agreement, acting in
sequence, beginning with the assignment and transfer of Economic Interests of
the General Partner Interest in Summit Preferred held by Related GP III in
Section 1.2 of the Consolidation Agreement, and ending with the assignment and
contributions of the interests in BUC$ by the Operating Partnership pursuant to
Section 1.9 of the Consolidation Agreement, the parties hereto hereby assign and
transfer, or contribute, as the case may be, for themselves or for others, as
the case may be, the BUC$ (or interests in BUC$) or Economic Interests of the
general partner interests in the Partnerships, as the case may be, agreed to, or
required to be made, by them pursuant to Sections 1.2 through 1.9 of the
Consolidation Agreement.
2. Assignment of BUC$ by the Assignor LPs. In furtherance of the
foregoing, the Partnerships and the Assignor LPs, in accordance with and
pursuant to the terms and provisions of the Consolidation Agreement, hereby
agree (i) immediately prior to the effective time of the Mergers (the "Effective
Time"), to take all actions as may be necessary or appropriate to assign and
transfer, on the books and records of the Assignor LP, or the Partnerships, or
by any other legally effective method, to effect such assignments and transfers
of the BUC$, or partnership interests of the Partnerships, or Economic Interests
in partnership
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interests, as any of them, or any general partner of any of them may deem
necessary or appropriate to consummate the transactions contemplated by the
Consolidation Agreement. The Assignor LPs further agree to take all other
actions, upon the direction of the Related General Partners, as the Related
General Partners may deem to be necessary, desirable, appropriate, convenient or
incidental to the implementation, effectuation and consummation of the
transactions contemplated by the Consolidation Agreement.
3. Acceptance. The parties hereto hereby accept the respective
assignments, transfers and contributions made to them pursuant to Section 1
hereof.
4. Effectiveness of Agreement. This Agreement shall be effective
on the later of (i) 10:00 A.M. EST, October 1, 1997, or (ii) upon the
consummation and completion of the Withdrawal Transactions, whichever is later.
5 Further Assurances. If at any time after the Effective Time any
Surviving Party hereto shall determine or be advised that any further
assignment, conveyance or assurance is necessary or advisable to vest, perfect
or confirm of record in the Surviving Entities (as defined in the Consolidation
Agreement), the title to any property or right or other asset transferred
pursuant to this Agreement, or otherwise to carry out the provisions of the
Consolidation Agreement or the transactions contemplated thereby, the general
partners, officers, or other proper representatives of the parties hereto just
prior to, and after, the Effective Time shall execute and deliver any and all
proper deeds, assignments, rights and assurances, or other assets, instruments
and documents as may be necessary to, and do all things necessary or proper to,
vest, perfect or convey title to such properties or rights, or other assets, in
accordance with the provisions and intent of this Agreement, and otherwise to
carry out the provisions and intents hereof.
6. Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original, but all of which will
constitute one and the same instrument and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other parties.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the parties hereto, as of the date first written above.
AEGIS REALTY, INC. AOP MERGER SUB I, INC.
By: _______________________________ By:_______________________________
Name: J. Michael Fried Name: Stuart J. Boesky
Title: President Title: President
AEGIS REALTY OPERATING AOP MERGER SUB II, INC.
PARTNERSHIP, L.P.
By:_______________________________
By: AEGIS REALTY, INC., Name: Stuart J. Boesky
as its General Partner Title: President
By: _________________________ SUMMIT INSURED EQUITY L.P.
Name: J. Michael Fried
Title: President By: RELATED INSURED QUITY
ASSOCIATES, INC., its General
AEGIS REALTY HOLDING Partner
PARTNERSHIP, LP
By:_______________________________
By: AEGIS REALTY OPERATING Name: Stuart J. Boesky
PARTNERSHIP, L.P., as its General Title: Vice President
Partner
SUMMIT INSURED EQUITY II L.P.
By: AEGIS REALTY, INC.
as its General Partner By: RIDC II, L.P., its General
Partner
By: _________________________ By: Related Insured Equity
Name: J. Michael Fried Associates, II, Inc.
Title: President
By: _______________________
RELATED AEGIS, LP Name: Stuart J. Boesky
Title: Vice President
By: RELATED AEGIS, INC., its General
Partner SUMMIT PREFERRED EQUITY L.P.
By: __________________________ By: RELATED EQUITY FUNIDNG, INC.,
Name: J. Michael Fried its General Partner
Title: President
By: _______________________
Name: Stuart J. Boesky
Title: President
RELATED INSURED EQUITY EAGLE INSURED L.P.
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ASSOCIATES, INC.
By: RELATED FEDERAL INSURED L.P.,
By: _____________________________ as its General Partner
Name: Stuart J. Boesky
Title: Vice President By: RFI ASSOCIATES, INC., as its
General Partner
RIDC II, L.P. By:______________________
Name: Stuart J. Boesky
By: Related Insured Equity Title: Vice President
Associates, II, Inc.
By:_____________________________ By: PARTNERSHIP MONITORING
Name: Stuart J. Boesky CORPORATION, its General Partner
Title: Vice President
By: ___________________________
Name: J. Michael Fried
Title: President
RELATED EQUITY FUNDING, INC.
RELATED FI BUC$, INC.
By:_______________________
Name: Stuart J. Boesky
Title: Vice President By: ________________________________
Name: J. Michael Fried
Title: President
RELATED INSURED BUC$ ASSOCIATES,
INC.
PARTNERSHIP MONITORING
By:________________________ CORPORATION
Name: J. Michael Fried
Title: President By: ________________________________
Name: J. Michael Fried
Title: President
RELATED BUC$ ASSOCIATES, INC.
By:_________________________
Name: J. Michael Fried
Title: President
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RELATED FEDERAL INSURED L.P.
By: RFI ASSOCIATES, INC., as its
General Partner
By: ______________________
Name: Stuart J. Boesky
Title: Vice President
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