Exhibit
10
ASSIGNMENT
OF LIMITED PARTNERSHIP INTEREST
ASSIGNMENT OF
LIMITED PARTNERSHIP INTEREST (“Assignment”) made as of
this 27 th day of September, 2006 (the “Effective
Date”), by and between Housing Programs Limited (f/k/a Shearson Lehman /
Coast Savings Housing Partners, Limited), a California limited
partnership with a business address of 6100 Center Drive, Suite
800, Los Angeles, California 90045 (“Assignor”) in
favor of SHP Acquisitions II, LLC, a Maine limited liability
company with a business address of 7 Thomas Drive, Cumberland
Foreside, Maine 04110 (“Assignee”).
WITNESSETH:
WHEREAS,
Assignee holds legal and beneficial interest as holder of a series
of two promissory notes of Assignor, as follows: (i) that
certain NON-NEGOTIABLE PURCHASE MONEY PROMISSORY NOTE SECURED BY
PERSONAL PROPERTY of Assignor in favor of National Corporation for
Housing Partnerships (“NCHP), as custodian for National
Housing Partnerships (“NHP”), dated September 30, 1984,
in the original principal amount of $309,278.40 (the “NHP
Note”), and (ii) that certain NON-NEGOTIABLE PURCHASE
MONEY PROMISSORY NOTE SECURED BY PERSONAL PROPERTY of Assignor in
favor of NCHP, as custodian for Esther Mertz, dated September 30,
1984, in the original principal amount of $1,690,721.60 (the
“Mertz Note” and, together with the NHP Note, the
“Notes”);
WHEREAS, the
Notes are secured by a purchase money security interest in a 99%
limited partnership interest (the “Partnership
Interest”) in Plaza Village Group, a Rhode Island limited
partnership (the “Partnership”), granted by Assignee
pursuant to a certain SECURITY AGREEMENT dated September 30,1984
(“Security Agreement”);
WHEREAS, the
Partnership Interest represents the entire limited partnership
interest in the Partnership all as more particularly described in
an Amended and Restated Certificate and Agreement of Plaza Village
Group dated as of September 30, 1984 (the “Partnership
Agreement”); and
WHEREAS, the
Notes are in default, and in lieu of exercising its rights under
the Security Agreement, Assignee has agreed to purchase a 49%
ownership interest (the “Transferred
Interest”) in the
Partnership Interest from Assignor, and Assignee has agreed to
purchase the Transferred Interest, on the terms and conditions set
forth herein.
NOW,
THEREFORE, in consideration of $1.00 and other valuable
consideration paid by Assignee to Assignor, the receipt and
sufficiency of which are hereby acknowledged, and the respective
undertakings and agreements hereinafter set forth, the parties
hereby agree as follows:
1.
Assignment
of Assignor Interest . Subject to the
terms and conditions hereof and in consideration of the payment by
Assignee as provided in paragraph 2 below, Assignor hereby sells,
transfers, assigns, and delivers to Assignee without recourse
(other than recourse for breach by Assignor of the representations
and warranties made in paragraph 3 below) and without
representation or warranty of any kind (other than as expressly
provided in paragraph 3 below), and Assignee accepts, (a) all
of Assignor’s right, title and interest in and to the
Transferred Interest, including Assignor’s right to receive
all distributions of cash or other property made with respect to
the Transferred Interest accruing on or after the Effective Date;
and (b) any and all of Assignor’s rights as a limited
partner of the Partnership with respect to the Transferred
Interest, including any claims of any nature against the
Partnership and/or its general partner arising out of the operation
of the Partnership with respect thereto. Assignor covenants
and agrees with Assignee to take such further actions within its
power as may be reasonably necessary to perfect this
assignment.
2.
Consideration.
Concurrently with
the execution and delivery of this Assignment, as payment in full
for the aforesaid assignment, Assignee shall pay to Assignor
Twenty-Four Thousand Five Hundred Dollars ($24,500) in immediately
available funds by wire transfer in accordance with
Assignor’s written instructions.
3.
Representations and
Warranties . Assignor and
National Partnership Investments Corp., its general partner, hereby
jointly and severally represent and warrant to Assignee that,
subject to compliance with any transfer restrictions set forth in
the Partnership Agreement:
(a)
Assignor is the
lawful owner of the Transferred Interest, subject only to a
purchase money security interest granted to Assignee’s
predecessors in interest pursuant to the Security Agreement (the
“Security Interest”);
(b)
except for the
Security Interest and such restrictions on transfer as provided in
the Partnership Agreement or applicable federal and state
securities laws, the Transferred Interest
