exv10w18



 







Exhibit 10.18




ASSIGNMENT AND ASSUMPTION

OF PARTNERSHIP INTEREST SALE/PURCHASE OPTION AGREEMENT

(CLASS B INTERESTS)




     THIS ASSIGNMENT AND ASSUMPTION OF PARTNERSHIP INTEREST SALE/PURCHASE OPTION AGREEMENT (this
“Assignment”) is dated as of May 27, 2005 (the “Effective Date”), between WESTAT, INC., a Delaware
corporation (the “Assignor”), as assignor, and ASSET CAPITAL CORPORATION, L.L.C., a Delaware
limited liability company (the “Assignee”), as assignee.



RECITALS




     A. Assignor and Norman M. Tayler and Marilyn B. Tayler (the “Sellers’’) are partners in Plaza
270 Associates Limited Partnership, a Maryland limited partnership (the “Partnership”).



     B. Assignor and Sellers entered into that certain Partnership Interest Sale/Purchase Option
Agreement ·dated April 1, 2000, as amended by that certain First Amendment to Partnership Interest,
Sale/Purchase Option Agreement dated May 27, 2005 (together, the “Option Agreement”), regarding the
purchase and sale of Sellers’ interests in the Partnership.



     C. Assignor has agreed to assign and transfer its interest under the Option Agreement to
Assignee, and Assignee has agreed to accept the aforesaid interest in the Option Agreement, on the
terms and conditions set forth below.



AGREEMENT




     NOW THEREFORE, in consideration of the foregoing, of the mutual covenants and agreements set
forth herein, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:



     1. Assignment. Assignor hereby assigns, transfers and covenants to Assignee its
right, title and interest under the Option Agreement.



     2. Acceptance of Assignment and Assumption. Assignee hereby accepts the assignment of
Assignor’s right, title and interest under the Option Agreement and assumption and agrees to be
bound by each of the obligations of Assignor under the Option Agreement from and after the
Effective Date. Notwithstanding the foregoing, each of Assignor and Assignee shall have the right
to terminate this Agreement if MONY Life Insurance Company (“MONY”) does not consent to the
admission of Assignee and/or its permitted assigns to the Partnership, or if Assignee and/or its
permitted assigns does not execute and deliver all documents and agreements required by MONY as a
condition precedent to MONY’s granting consent to the admission of Assignee (and/or its permitted
assigns) to the Partnership. Assignee, for itself and its permitted assigns, agrees to execute and
deliver all documents and agreements reasonably required by MONY as a condition precedent to MONY’s
granting consent to the admission of Assignee (and/or its permitted assigns) to the Partnership.



 









 





     3. Distribution. Paragraph 2 of the First Amendment to the Option Agreement provides
for a distribution to be made by the Partnership to Sellers in the amount of One Million Six
Hundred Seventy-Seven Thousand Eight Hundred Dollars ($1,677,800.00) (the “Distribution”). The
parties acknowledge and agree that the Distribution was made to the Sellers prior to the Effective
Date and that Assignee shall have no rights with respect the Distribution.



     4. Representations and Warranties. Assignor represents and warrants that as of the
Effective Date: (i) Assignor’s right, title and interest in the Option Agreement are free and clear
of all liens, claims and encumbrances, (ii) Assignor has the power and authority to transfer to
Assignee all of its right, title and interest in the Option Agreement, provided that it is
understood and agreed that MONY’s consent is required to consummate this transaction, (iii) each of
the representations and warranties of Assignor in the Option Agreement remain true and correct in
all material respects, (iv) Assignor has performed and complied in all material respects with all
agreements, obligations and conditions required by the Option Agreement to be performed or complied
with by it on or prior to the Effective Date, and (v) there are no defaults by any party or events
which have occurred which, with the giving of notice or passage of time, or both would constitute a
default by any party under the Option Agreement.



     5. Amendment of Limited Partnership Agreement. Assignor and Assignee hereby agree
that at such time as Assignee (or its permitted successors and assigns) purchases the Sellers’
interests in the Partnership pursuant to the Option Agreement: (i) Assignor shall admit Assignee
(or its permitted successors and assigns) as a limited partner and Assignee’s (or its permitted
successors’ and assigns’) affiliate as the general partner of the Partnership, (ii) Assignor and
Assignee will enter into a First Amendment to the Third Amended and Restated Limited Partnership
Agreement in the form attached hereto as Exhibit A and made a part thereof; and (iii) Assignor and
Assignee (or its permitted successors and assigns) will enter into a Sale Purchase Option Agreement
in the form attached hereto as Exhibit B.



     6. Assignment. Assignee intends to assign all of its right, title and interest under
the Option Agreement to Asset Capital Partners, L.P., a Delaware limited partnership (“ACP”)
contemporaneously with an offering of stock of Asset Capital Corporation, Inc. Assignor and Sellers
hereby consent to such assignment.



     7. Condition to Closing. It is a condition to Assignee’s obligation to proceed to
closing under the Option Agreement that Sellers execute and deliver the Assignment and Assumption
of Partnership Interests in the form attached hereto as Exhibit C, and that the representations and
warranties of Sellers thereunder be true and correct.



     8. Further Assurances. The parties hereto agree to take such further actions and to
execute and deliver such further documents, agreements and instruments as may be necessary or
appropriate to carry out the purposes of this Assignment.



     9. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Maryland.



     10. Counterparts. This Assignment may be executed in multiple counterparts, all of
which taken together shall constitute one and the same original.



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     11. Recitals. The recitals to this Assignment are hereby incorporated herein and by
this reference, made a part hereof.



     IN WITNESS WHEREOF, the parties have executed this Assignment as of the day and
year first above written.



	 	 	 
	WITNESS:

	 	ASSIGNOR:
	 
	 	 
	 

	 	WESTAT, INC., a Delaware

corporation
	                                        

	 	By: /s/ Joseph Hunt                    (SEAL)
	 

	 	Name: Joseph Hunt,
	 

	 	Title: President
	 
	 	 
	WITNESS:

	 	ASSIGNEE:
	 
	 	 
	 

	 	ASSET CAPITAL CORPORATION,

L.L.C., a Delaware limited liability 

company
	 
	 	 
	                                        

	 	By: /s/ William LeBlanc                    (SEAL)
	 

	 	Name: William LeBlanc          
	 

	 	Title: Member/Principal          
	 
	 	 
	 
	 	 
	 

	 	SELLERS:
	 

	 	The undersigned execute this Assignment and
Assumption solely for the purpose of
authorizing the distribution pursuant to
paragraph 3 above and consenting to the
assignments pursuant to paragraph 6.
	 
	 	 
	 

	 	/s/ Norman M. Tayler                    
	 

	 	Norman M. Tayler
	 
	 	 
	 

	 	/s/ Marilyn B. Tayler                    
	 

	 	Marilyn B. Tayler







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