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 Subject Units as
contemplated hereby and the receipt of the Consideration upon such sale.


 

















 


3.             Representations
and Warranties of Purchaser.


3.1           Partnership
Status.  Purchaser is a limited
partnership duly organized and validly existing under the laws of the State of
Delaware.


3.2           Authorization.  Purchaser 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 Purchaser and constitutes the legal, valid and
binding obligation of Purchaser, enforceable against Purchaser in accordance
with its terms.


3.3           Sophistication; Information.  Purchaser (a) has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of the purchase of the Subject Units contemplated hereby; and
(b) has received all the information Purchaser has requested from the
Partnership that Purchaser considers necessary or appropriate for deciding
whether to agree to the purchase of the Subject Units as contemplated hereby
and the payment of the Consideration upon such purchase.


4.             General Matters.


4.1           Contents of Agreement.  This Agreement constitutes the entire
agreement with respect to the subject matter hereof and supersedes all prior
agreements or understandings between the parties regarding the transactions
contemplated hereby.


4.2           Amendment, Parties in Interest, Assignment, Etc.  This Agreement may be amended, modified or
supplemented only by a written instrument duly executed by each of the
parties.  If any provision of this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not affect
any other provision hereof, and this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained
herein.  This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the respective heirs,
legal representatives, successors and permitted assigns of the parties.  Nothing in this Agreement shall confer any
rights upon any person other than the parties and their respective heirs, legal
representatives, successors and permitted assigns.  No party hereto shall assign this Agreement
or any right, benefit or obligation hereunder, except that Purchaser may assign
its rights and obligations hereunder provided that it remains obligated to
fulfill its obligations hereunder.


4.3           Further Assurances.  At and after the Closing, the parties shall
execute and deliver any and all documents and take any and all other actions
that may be deemed reasonably necessary by their respective counsel to complete
the transactions contemplated hereby, including, without limitation, the
delivery to Purchaser as promptly as practicable of any and all certificates
for certificated Subject Units not delivered at the Closing, such Certificates
to be in negotiable form, duly endorsed in blank, or with separate stock transfer
powers attached thereto and signed in blank.


 

















 


4.4           Interpretation. The section
and other headings contained in this Agreement are for reference purposes only
and shall not control or affect the construction of this Agreement or the
interpretation thereof in any respect. 
Section and subsection references are to this Agreement unless otherwise
specified.


4.5           Counterparts.  This Agreement may be executed in one or more
counterparts and by the different parties hereto in separate counterparts
(delivery of which may occur via facsimile or as an attachment to an electronic
mail message in “pdf” or similar format), each of which shall be binding as of
the date first written above, and, when delivered, all of which shall
constitute one and the same instrument. 
This Agreement shall become effective when each party hereto shall have
received a counterpart hereof signed by the other party hereto.  This Agreement and any other certificate,
instrument, agreement or document required to be delivered pursuant to this
Agreement, and any amendments hereto or thereto, to the extent signed and  delivered by means of a facsimile machine or
as an attachment to an electronic mail message in “pdf “ or similar format,
shall be treated in all manner and respects as an original agreement or
instrument and shall be considered to have the same binding legal effect as if
it were the original signed version thereof delivered in person.  At the request of any party hereto or to any
such agreement or instrument, each other party hereto or thereto shall
re-execute original forms thereof and deliver them to all other parties.  No party hereto or to any such agreement or
instrument shall raise the use of a facsimile machine or electronic mail attachment
in “pdf” or similar format to deliver a signature or the fact that any
signature or agreement or instrument was transmitted or communicated through
the use of a facsimile machine or as an attachment to an electronic mail
message as a defense to the formation of a contract and each such party forever
waives any such defense.  A facsimile
signature or electronically scanned copy of a signature shall constitute and
shall be deemed to be sufficient evidence of a party’s execution of this
Agreement, without necessity of further proof. 
Each such copy shall be deemed an original, and it shall not be
necessary in making proof of this Agreement to produce or account for more than
one such counterpart.


4.6           Governing Law.  This Agreement shall be construed and
interpreted in accordance with the laws of the State of Delaware, without
regard to its provisions concerning conflict of laws.  Any claim, action, suit or proceeding seeking
to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby shall
be heard and determined in any federal court sitting in the United States
District Court for the District of Delaware, or, if such court will not accept
jurisdiction, in any court of competent civil jurisdiction sitting in Delaware,
and each of the parties hereto hereby consents to the exclusive jurisdiction of
such courts (and of the appropriate appellate courts therefrom in any such
claim, action, suit or proceeding) and irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to
the laying of venue of any such claim, action, suit or proceeding in any such
court or that any such claim, action, suit or proceeding which is brought in
any such court has been brought in an inconvenient forum.


4.7           Specific Performance.  Each party hereto acknowledges that money
damages would be both incalculable and an insufficient remedy for any breach of
this Agreement by such 


 

















 


party and that any such
breach would cause the other party hereto irreparable harm.  Accordingly, each party hereto also agrees
that, in the event of any breach or threatened breach of the provisions of this
Agreement by such party, the other party hereto shall be entitled to equitable
relief without the requirement of posting a bond or other security, including
in the form of injunctions and orders for specific performance, in addition to
any other remedy at law or equity.


[Signature
Page Follows]


 

















 


IN WITNESS WHEREOF, this Agreement has been executed
by the undersigned as of the day and year first written above.


 


	
   

  	
  GKK CAPITAL LP

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   Gramercy Capital Corp., its
  general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Marc Holliday

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Marc Holliday

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Nicholas S. Schorsch

  
	
   

  	
  NICHOLAS
  S. SCHORSCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MEADOWCOURT
  TRUST (SHELLEY)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shelley
  Schorsch

  
	
   

  	
   

  	
  Name: Shelley
  Schorsch

  
	
   

  	
   

  	
  Title: Trustee