EXHIBIT (b)
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Assignment")
is made as of this 31 day of December, 1996 by and between
Shelter Realty Corporation, a corporation organized under the
laws of the State of South Carolina, Shelter Realty II
Corporation, a corporation organized under the laws of the State
of Carolina; Shelter Realty III Corporation, a corporation
organized under the laws of the State of South Carolina; Shelter
Realty IV Corporation, a corporation organized under the laws of
the State of South Carolina; Shelter Realty V Corporation, a
corporation organized under the laws of the State of South
Carolina; Shelter Realty VI Corporation, a corporation organized
under the laws of the State of Delaware; Shelter VII Corporation,
a corporation organized under the laws of the State of South
Carolina; Davidson Growth Plus GP Corporation, a corporation
organized under the laws of the State of Delaware; ConCap
Equities, Inc., a corporation organized under the laws of the
State of Delaware; ConCap Holdings, Inc., a corporation organized
under the laws of the State of Texas; NPI Equity Investments,
Inc., a corporation organized under the laws of the State of
Florida; U.S. Realty I Corporation, a corporation organized under
the laws of the State of South Carolina; Fox Capital Management
Corporation, a corporation organized under the laws of the State
of California (each individually an "Assignor" and collectively
the "Assignors") and Insignia Properties, L.P., a Delaware
limited partnership ("Assignee"); and Insignia Properties Trust,
a Maryland business trust (the "Trust").
RECITALS
A. Each Assignor owns limited partner interests and
general partner interests in one or more limited partnerships.
The identity of each partnership in which each Assignor owns a
general partner interest is set forth in Exhibit A hereto.
B. Each Assignor, in addition to its right to receive its
percentage allocation of profits or losses and distributions (the
"P&A Allocations") from the limited partnerships for which it
acts as general partner, receives or may receive fees, income or
other payment from time to time as partnership management fees,
partnership management incentives and non-accountable cost
reimbursements (the "Service Income Rights") to such
partnerships. Several Assignors further own those limited
partnership units set forth under such Assignor's name on Exhibit
B hereto (collectively with each Assignors right, title and
interests as a limited partner under their respective partnership
agreement, the "Units"). In consideration for such assignments
IPLP will deliver to the Trust (the sole shareholder of each
Assignor) 611,586 units of general partnership interest of IPLP
(the "IPLP Units").
C. The Trust was formed in May 1996, for the purpose of
qualifying to act as a real estate investment trust under the
Internal Revenue Code of 1986, as amended.
D. It is contemplated that substantially all of the
Trust's will be held in, and substantially all of its investments
will be conducted through Assignee which will hold, among other
things, all of the Service Income Rights and Units.
E. The Assignors desire to assign to Assignee a portion of
their P&A Allocations and all of their Service Income Rights and
Units relating to the limited partnerships for which they serve
as general partners.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Assignors and Assignee hereby agree as follows:
1. Assignment of Economic Benefits. Each Assignor hereby
grants, assigns, transfers, conveys and delivers to Assignee, all
of the Assignor's right, title and interest in and to (i) all of
such Assignor's Service Income Rights and (ii) the Units.
2. Assignment of P&A Allocations. NPI Equity Investments,
Inc., ConCap Equities, Inc. and Davidson Growth Plus GP
Corporation hereby grant, assign, transfer, convey and deliver to
Assignee all of their right, title and interest to all of their
P&A Allocation in excess of 1% of the total P&A Allocations of
each limited partnership for which they serve as general partner.
3. Assignment of Units. Each Assignor hereby grants,
assigns, transfers, conveys and delivers to Assignee, all of such
Assignor's right, title and interest in and to 100% of such
Assignor's Units in the Partnership(s) free and clear of all
liens, encumbrances, security interests and competing claims.
4. Assumption of Obligations. By acceptance of this
Assignment Assignee hereby agrees to be bound by all of the terms
and provisions of the partnership agreements applicable to each
Assignor and each Assignor's Units all as set forth on Exhibit C
hereto and assumes and agrees to perform, pay and discharge in
full, when due, all of each Assignor's liabilities and
obligations under the partnership agreements and with respect to
each Assignor's Units; provided, however, that this assumption
shall have application only to those liabilities and obligations
of each Assignor first accruing or arising on or after the date
of this Agreement and shall have no application to any such
liabilities and obligations accruing or arising prior to the date
of this Assignment.
5. Delivery of IPLP Units. Assignee hereby agrees to
deliver to the Trust the IPLP Units.
6. Successors and Assigns. This Assignment shall be
binding upon and inure to the benefit of the successors of each
of respective parties hereto.
7. Counterparts. This Assignment may be executed in any
number of counterparts. Signature pages may be detached from the
counterparts and attached to a single copy of this Agreement to
form physically one document. Each counterpart shall be deemed
to be an original for all purposes and all counterparts shall
together constitute but one and the same instrument, binding upon
all parties executing the same.
8. Governing Law. This Assignment shall be governed by,
interpreted under, and construed and enforceable with, the laws
of the State of New York.
