Exhibit 10.1
LIMITED PARTNERSHIP UNIT
PURCHASE AGREEMENT
THIS LIMITED PARTNERSHIP UNIT PURCHASE AGREEMENT (this “
Agreement ”) is made as of November 2, 2007, by and
among GKK Capital LP, a Delaware limited partnership
(“ Purchaser ”), and Nicholas S. Schorsch
(“ Schorsch ”) and Meadowcourt Trust (Shelley)
(“ Meadowcourt ”). Each of Schorsch and
Meadowcourt are each sometimes referred to herein individually as a
“ Seller ” and together as the “
Sellers ”). All capitalized terms used herein
without definitions shall have the meanings ascribed to them in the
Amended and Restated Agreement of Limited Partnership of First
States Group, L.P., a Delaware limited partnership (the
“Partnership”), as amended from time to time (the
“ Partnership Agreement ”).
Summary
Schorsch owns 1,326,842.07 Partnership Units (the “
Schorsch Units ”) and Meadowcourt owns 37,086.00
Partnership Units (the “ Meadowcourt Units ” and
collectively with the Schorsch Units, the “ Subject
Units ”). Purchaser desires to purchase from
Sellers, and Sellers desire to sell to Purchaser in return for the
Consideration, the Subject Units.
In consideration of the respective covenants contained herein and
subject to the terms and conditions hereof, including the attached
terms and conditions, which are integrated into and made a part of
this Agreement, intending to be legally bound hereby, the parties
agree as follows:
Terms
and Conditions
1.
Purchase of Subject Units .
1.1
Purchase and Transfer . At Closing, Purchaser shall
purchase from Sellers, and Sellers shall transfer and set over unto
Purchaser, the Subject Units, free and clear of any Encumbrances
(as defined in Section 2.3 below), other than any Encumbrances in
favor of the Partnership.
1.2
Consideration . As the consideration for the purchase
of the Subject Units, Purchaser shall pay to Sellers, at Closing,
an aggregate amount, payable in cash via wire transfer, of Fourteen
Million Four Hundred Ninety-Seven Thousand Four Hundred
Thirty-Seven Dollars and Eighty-Nine Cents ($14,497,437.89) (the
“Consideration”). The Consideration shall be
delivered to Sellers pro rata in proportion to the number of
Subject Units they own.
1.3
Closing . The closing of the transactions contemplated by
this Agreement shall take place at the offices of Morgan, Lewis
& Bockius LLP located at 101 Park Avenue, New York, New York
10178 at 9:00 a.m., local time, on November 6, 2007 (such closing
being referred to herein as the “ Closing ” and
the date of the Closing being referred to herein as the “
Closing Date ”).
1.4
Deliveries . At the Closing:
(a)
Purchaser shall deliver the Consideration to Sellers pro rata in
proportion to the number of Subject Units owned by each Seller;
and
(b)
Sellers shall deliver or cause to be delivered to Purchaser either
(i) the original certificate(s) evidencing the Subject Units (the
“ Certificates ”) in negotiable form, duly
endorsed in blank, or with separate stock transfer powers attached
thereto and signed in blank, (ii) a duly executed lost certificate
affidavit, including an appropriate indemnification, in the form
attached hereto as Exhibit A or (iii) another instrument of
transfer reasonably acceptable to Purchaser evidencing delivery of
any Subject Units as to which no certificate has been
issued.
2.
Representations and Warranties of Sellers .
Sellers, jointly
and severally, hereby makes the following representations and
warranties to Purchaser:
2.1
Trust Status . Meadowcourt is a trust duly organized
and validly existing under the laws of its state of
formation.
2.2
Authorization . Each Seller has the requisite capacity
to execute and deliver this Agreement and the other documents
delivered hereunder and to perform his or its obligations hereunder
and thereunder. This Agreement has been duly and validly
executed and delivered by each Seller and constitutes the legal,
valid and binding obligation of each Seller, enforceable against
such Seller in accordance with its terms.
2.3
Unit Ownership . Schorsch is the sole beneficial owner
of the Schorsch Units, free and clear of any lien, mortgage,
security interest, pledge, restriction on transferability, defect
of title or other claim, charge or encumbrance of any nature
whatsoever, or any restriction on the use, voting, transfer,
receipt of income or other exercise of any attributes of ownership
(collectively, “ Encumbrances ”) except those
arising pursuant to the Partnership Agreement. Meadowcourt is
the sole beneficial owner of the Meadowcourt Units, free and clear
of any Encumbrances except those arising pursuant to the
Partnership Agreement. Other than the Subject Units, neither
Seller owns, beneficially or of record, any Partnership Units or
other equity or debt interests of the Partnership, and neither
Seller has any right (whether vested or unvested) to acquire any
Partnership Units or other equity or debt interests of the
Partnership.
2.4
Sophistication; Information . Each Seller (a) has such
knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of the sale of the
Subject Units contemplated hereby and receipt of the Consideration;
and (b) has received all the information each Seller has requested
from the Partnership that such Seller considers necessary or
appropriate for deciding whether to agree to the sale of the
Subje
