exv10w17



 







Exhibit 10.17




ASSIGNMENT AND ASSUMPTION

OF PARTNERSHIP INTEREST SALE/PURCHASE OPTION AGREEMENT

(CLASS C INTERESTS)



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 (the “Seller”) are partners in Plaza 270 Associates Limited
Partnership, a Maryland limited partnership (the “Partnership”).



B.     Assignor and Seller entered into that certain Partnership Interest Sale/Purchase Option
Agreement dated December 31, 2001, 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 Seller’s Class C limited partnership 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 covenant 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:




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



     Acceptance of Assignment and Assumption. Assignee hereby accepts the assignment of
Assignor’s right, title and interest under the Option Agreement and assumes 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 lnsurance 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.



     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 completed 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.




     Amendment of Limited Partnership Agreement. Assignor and Assignee hereby agree that
at such time as Assignee (or its permitted successors and assigns) purchases the Seller’s 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 hereof; 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.



     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 Seller
hereby consent to such assignment.



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



     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.



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



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



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

	 	SELLER:
	 
	 	 
	 

	 	The undersigned execute this Assignment and
Assumption solely for the purpose of
authorizing consenting to the assignment
pursuant to paragraph 5.
	 
	 	 
	 

	 	/s/ Norman Tayler                    
	 

	 	Norman M. Tayler