Exhibit 10.1
Agreement to Distribute Assets
Agreement to Distribute Assets
This Agreement
to Distribute Assets (the "Agreement") is made and
entered into by and among TCTB PARTNERS, LTD. ("TCTB Partners" or the
"Partnership") TCTB COMPANY, a Texas
corporation ("TCTB Company" or the "General
Partner"), and DALE A. BROWN, CARY D. BROWN, (collectively "Brown") MCGRAW
BROTHERS INVESTMENTS, a Texas general partnership,
("McGraw") AMEN
PROPERTIES,
INC., a Delaware corporation ("Amen"), KYLE STALLINGS ("Stallings"), JOHN
NORWOOD ("Norwood"), and JON MORGAN
("Morgan") as limited partners (the "Limited
Partners"), (the Limited Partners and General
Partner are collectively referred
to herein as the "Partners"), and 1500
Broadway Partners, Ltd ("1500 Broadway").
Recitations
The Partnership
currently owns the building located at 1500 Broadway,
Lubbock, Texas, subject to various leases and including certain personal
property associated with the building
(collectively, the "Property").
The Partners have agreed it is in their best interest to distribute
the
Property according to the sharing ratios of
the Partners, free of any debt.
WELLS FARGO BANK
TEXAS, N.A.
(the "Bank") has agreed to release
its
lien on the Property and allow the General
Partner to distribute the Property to
the Partners in exchange for the
Partnership providing
a certificate of deposit
in the amount of $2,100,000 as
collateral.
Following the
distribution of the Property, TCTB Company, Stallings,
Amen, Norwood and Morgan desire to sell
their undivided interest in the Property
to 1500 Broadway for $4,568,814.08,
($5,500,000 purchase price multiplied by the
ownership interest of the selling Partners) with such agreement being
memorialized in a separate purchase and sale agreement, between 1500 Broadway
and TCTB Partners as nominee for TCTB
Company, Stallings, Amen, Norwood and
Morgan (the "Purchase and Sale
Agreement").
Morgan and Norwood
have a right to
receive a back-in
interest in the
Partnership triggered by the distribution of the Property to
the Partners (the
"Morgan/Norwood Back-In").
Brown and McGraw desire to contribute their undivided interests in the
Property to 1500 Broadway Partners, Ltd. as
capital contributions.
Contemporaneously with
the distribution of
the Property, the
General
Partner desires to make a capital
call on the
Partners to fund the
remaining
amounts due on the certificate of deposit
as collateral for the Bank.
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In order to facilitate
the transaction set forth above and to save
expenses and legal fees, the Partnership
will distribute beneficial ownership of
the Property to the Partners, but transfer legal title to the
Property directly
to 1500 Broadway on behalf of the
Partners.
NOW THEREFORE, the parties agree as
follows:
1. By execution of this Agreement, the General Partner is deemed to have
distributed
beneficial
title to an undivided
interest in the
Property to
the Partners, free and clear of any debts owed to the Bank, and after
application of
the Morgan/Norwood Back-In, as follows:
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TCTB
