EXHIBIT 10.1
PARTNERSHIP ASSET DISTRIBUTION AGREEMENT
This PARTNERSHIP
ASSET DISTRIBUTION AGREEMENT ("Agreement") is made and
entered into as of February 28, 2005
("Effective Date") by
and among UCV, L.P.,
a California limited partnership ("UCV"), UCVNV, INC., a Nevada corporation
("UCVNV"), PAS MANAGEMENT, INC., a Nevada corporation
("PAS"), SPORTS ARENAS
PROPERTIES, INC., a California corporation
("SAPI"), and PATRICIA A. SHENKER, an
individual ("Shenker"). UCV, UCVNV, PAS, SAPI and Shenker may be
referred to
herein individually as a Party or
collectively as Parties.
A. UCVNV has been the
Managing General
Partner of UCV
holding a 1%
Partnership
Interest in UCV ("UCV Interest").
B. PAS is a General
Partner of UCV holding a 1% Partnership Interest
in UCV ("PAS
Interest").
C. SAPI is a Limited Partner of UCV holding a 41.77% Units of
UCV
("SAPI Interest").
D. Shenker is a Limited Partner of UCV holding a 56.23% Units in
UCV
("Shenker Interest").
E. The Parties entered into that certain Agreement of Limited
Partnership dated as of June 1, 1997 (the
"Partnership Agreement"), as amended
on February 27, 2001 (the "First
Amendment"), March 6, 2002 (the "Second
Amendment"), March 12, 2002 (the "Third
Amendment") and September 12, 2003 (the
"Fourth Amendment") and as amended by those
certain Memoranda dated effective
March 31, 2003, August 31, 2004 and October
12, 2004.
F. All capitalized terms used but not defined herein shall have
the
same meanings ascribed to them in the
Partnership Agreement.
G. UCV desires to make and PAS and Shenker desire to accept the
distribution of certain partnership assets,
as more fully set forth herein, in
full satisfaction of their respective
partnership interest(s) in UCV.
NOW, THEREFORE, for good and valuable consideration, the receipt
and
legal sufficiency of which are hereby
acknowledged, the Parties agree as
follows.
1. Distribution of Partnership Assets to Shenker and PAS. In
consideration of the full satisfaction and
termination of all of Shenker's and
PAS' rights, title and interest in the
Shenker Interest and the PAS Interest, as
of the Effective Date, the following
partnership assets shall be distributed,
transferred and conveyed to Shenker and
PAS, in the form attached hereto and
made part hereof as Exhibit "A":
1.1 all of UCV's 100%
membership interest in
UCV MEDIA TECH
CENTER,
LLC, a Delaware
limited liability company ("UCVMTC").
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1.2 the Parties hereby acknowledge and agree UCVMTC is the
titleholder
of record of
those certain real properties located at 2702, 2705, 2709
and
2710 Media Tech
Center Drive,
in the City of Los
Angeles, County of Los
Angeles,
State of California (the "Real Property"), together with the
following:
1.2.1 all buildings,
fixtures, and other improvements situated on the
Real Property
("Improvements");
1.2.2 all rights,
easements, and appurtenances pertaining to the Real
Property,
including any right, title and interest in and to adjacent
streets, roads,
alleys, and rights of way;
1.2.3 all the personal
property located upon
or in the Real Property
and the
Improvements
and used in connection
with the operation
thereof,
including
but not limited to all accounts and account receivables
("Personal
Property");
1.2.4 all
right, title and
interest in and to any
rental agreements
with
occupants,
tenants and lessees of
the Improvements
and/or the Real
Property,
including, but not
limited to, all refundable and non-refundable
security, rental
and cleaning deposits, and prepaid rent; and
1.2.5 such other rights, interests, and properties as may be
specified
in this
Agreement
The Real
Property, together with the Improvements, Personal Property,
Tenant Leases and other rights, interests, easements, appurtenances, and
properties described in this Agreement, subject to all encumbrances, are
hereinafter collectively called the
"Property."
2. Termination of Shenker Interest and PAS Interest. Subject to
the
obligations set forth herein, as of the
Effective Date, the Shenker Interest and
the PAS Interest shall be surrendered,
liquidated and terminated.
3. Payment To SAPI. In consideration of the obligations set
forth
herein and as a settlement of certain
disputes as of the Effective Date, upon
the execution of this Agreement, Shenker
and/or PAS shall make a one-time
payment in the amount of $57,000.00 to UCV,
UCVNV and SAPI.
4. Value of Asset Distributed. The Parties acknowledge and agree
the
value of the UCVMTC represents the
equivalent fair market value of the Shenker
Interest and the PAS Interest as determined
pursuant to arms' length
negotiations. Each Party further
acknowledges that a tax attorney or other
qualified advisor has explained the tax
consequences of the allocations to
her/it, and further, each Party hereby
waives any and all rights she/it may have
to seek any additional appraisal of the
Property, UCVMTC, the PAS Interest or
the Shenker Interest.
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5. Cooperation. To the extent additional documentation or
cooperation
shall be required to consummate the
transactions contemplated herein or to carry
out the provisions hereof, including but
not limited to such documentation or
action as may be required to complete the
transfer of UCV's 100% membership
interest in UCVMTC to Shenker or to obtain
the consent or approval of any lender
having any security interest in the
Property, the Party whose cooperation may be
required agrees to fully cooperate with the
Party requesting such cooperation,
which may include but not limited to
executing (with acknowledgment where
necessary) and delivering all documents and
instruments and to perform such
other acts as may be necessary to carry out
the provisions hereof or use their
best efforts to obtain all consents and
authorizations of third parties and
governmental agencies and make all filings
with, and give all notices to, third
parties and governmental agencies, which
may be necessary or reasonably required
in order to effect the transactions
contemplated hereby.
6. Consent of UCV and Managing General Partner. UCV and UCVNV
hereby
fully consent to the distribution of UCVMTC
(and UCVMTC's ownership of the
Property) to Shenker and PAS and to the
termination of the Shenker Interest and
the PAS Interest as set forth herein this
Agreement.
7. Release of Claims by UCV, UCVNV and SAPI. Except for their
respective obligations set forth herein,
UCV, UCVNV and SAPI, each, on behalf of
itself and its predecessors, successors,
affiliates, representatives, agents,
employees, officers, owners, shareholders,
subsidiaries, affiliates, partners
and assigns does hereby absolutely, fully,
and forever release and discharge
Shenker and PAS and their respective
assigns, predecessors, customers,
successors, attorneys, insurers,
representatives, agents, employees, officers,
owners, shareholders, subsidiaries,
affiliates, and partners from any and all
claims, actions, suits, proceedings, causes
of action, appeals, sums of money,
accounts, debts, liabilities, obligations,
reckonings, allegations, costs,
expenses, liens, fees, damages, and demands
of whatsoever kind or nature,
whether known or unknown, suspected or
unsuspected, fixed or contingent arising
out of, relating to or in any way connected
to the Shenker Interest, the PAS
Interest or Shenker's and PAS' ownership,
operation and interest in UCV.
8. Release of Claims by Shenker and PAS. Except for their
respective
obligations set forth herein, Shenker and
PAS, each, on behalf of herself/itself
and its predecessors, successors,
affiliates, representatives, agents,
employees, officers, owners, shareholders,
subsidiaries, affiliates, partners
and assigns does hereby absolutely, fully,
and forever release and discharge
UCV, UCVNV and SAPI and their respective
assigns, predecessors, customers,
successors, attorneys, insurers,
representatives, agents, employees, officers,
owners, shareholders, subsidiaries,
affiliates, and partners from any and all
claims, actions, suits, proceedings, causes
of action, appeals, sums of money,
accounts, debts, liabilities, obligations,
reckonings, allegations, costs,
expenses, liens, fees, damages, and demands
of whatsoever kind or nature,
whether known or unknown, suspected or
unsuspected, fixed or contingent arising
out of, relating to or in any way connected
to UCVNV's and SAPI's ownership,
operation and interest in UCV, except the
release set forth in this Paragraph 8
does not extend or apply to the following
but only if the same was not, on or
before the Effective Date: (i) currently
and actually known by Shenker or PAS;
or (ii) theretofore disclosed in writing to
Shenker or PAS by UCV, UCVNV or SAPI
or any affiliate of thereof:
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a. any fraud, willful misconduct or material misrepresentation
arising out of, relating to or in any way
connected to any actions taken or
documents or instruments filed or recorded
with any governmental or
administrative agencies relating to or in
any way connected with UCV, UCVNV or
SAPI or any dealings or transactions
bet
