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EXHIBIT 10.1 PARTNERSHIP ASSET DISTRIBUTION AGREEMENT

Distribution Agreement

EXHIBIT 10.1   PARTNERSHIP ASSET DISTRIBUTION AGREEMENT | Document Parties: SPORTS ARENAS INC | UCV, L.P | UCVNV,  INC | PAS MANAGEMENT,  INC |  SPORTS ARENAS PROPERTIES, INC | PATRICIA A. SHENKER You are currently viewing:
This Distribution Agreement involves

SPORTS ARENAS INC | UCV, L.P | UCVNV, INC | PAS MANAGEMENT, INC | SPORTS ARENAS PROPERTIES, INC | PATRICIA A. SHENKER

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Title: EXHIBIT 10.1 PARTNERSHIP ASSET DISTRIBUTION AGREEMENT
Governing Law: California     Date: 4/7/2005
Law Firm: Dion-Kindem Crockett, Olmstead, Cramer Pizzuto    

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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").

 

 

                                       1

<PAGE>

 

          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.

 

                                        2

<PAGE>

 

         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:

 

                                        3

<PAGE>

 

                  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


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