ASSIGNMENT OF PARTNERSHIP INTERESTS, ASSUMPTION
OF RESPONSBILITIES, AND WAIVER OF CONDITIONS
THIS AGREEMENT is made among and between the following parties as of
February 28, 1997, as follows:
1.0 Identification of the Parties
1.1 B&V Phase I, Ltd., a Florida Ltd. Partnership, whose address is
c/o JBMV Corp., General Partner,
0000 X.X. 0xx Xxxxxx,
Xxxxx 0, Xxxxx, XX 00000
1.2 JBMV Corp., ("JBMV") as General Partner of
B&V Phase I, Ltd., a Florida Ltd. Partnership whose address is
c/o Xx. Xxxxx Xxxxxxx, President
0000 X.X. 0xx Xxxxxx,
Xxxxx 0, Xxxxx, XX 00000
1.3 American Tax Credit Properties, L.P., a Delaware Limited Partnership
("ATC")
c/o Xxxxx Xxxxxxx
000 X. Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
1.4 Homestead B&V Recap Associates of Connecticut LLC,
a Connecticut Limited Liability Company, ("Homestead B&V")
whose address is:
c/o Xxxx X. XxXxxxxxx, Xx., Manager
00 Xxxxx Xxxx
Xxxxxx, XX 00000
2.0 Background Facts:
2.1 B&V Phase I, Ltd. is the title holder of a certain parcel of real estate located in
Homestead, Florida, together with the improvements thereon, consisting of apartment
dwellings.
2.2 The general partner of B&V Phase I, Ltd. is JBMV., a Fla. corporation which holds a
one percent (1%) equity interest as general partner; JBMV Corp. additionally holds
a one percent (1%) equity interest as limited partner.
2.3 The remaining ninety-eight percent (98%) of the equity in B&V Phase I, Ltd. is held
by American Tax Credit Properties, Ltd.
2.4 Homestead B&V wishes to obtain, and JBMV wishes to convey, all of
JBMV's general partnership interest in B&V Phase I, Ltd., consisting of
one percent (1%) general partnership.
2.5 ATC wishes to obtain and JBMV wishes to convey all of JBMV's limited
partnership interest consisting of 1%.
2.6 Article VI of the underlying limited partnership agreement requires the
consent of the other limited partners to any transfer of the general
partnership. In addition, under the terms of various loan documents
pertinent to the first mortgage encumbering the property of B&V Phase
I, Ltd., consent of the mortgagee may also be required.
Therefore, in consideration of $10 and of the mutual promises contained
herein, the parties do agree as follows:
3.0 Transfer and Assignment of Partnership Interests:
3.1 JBMV does hereby assign, transfer and set over all of its right, title
and interest in and to a one percent (1%) general partnership interest
in B&V Phase I, Limited to Homestead B&V, in exchange for ten dollars
and other good and valuable consideration, receipt of which is hereby
acknowledged.
3.2 JBMV does hereby assign transfer and set over all of its right, title
and interest in and to a one percent (1%) limited partnership interest
in B&V Phase I, Limited to ATC, in exchange for $10.00 and other good
and valuable consideration, receipt of which is hereby acknowledged.
4.0 Assumption of General Partnership Responsibility:
4.1 Homestead B&V does hereby accept the foregoing conveyance of the
general partnership interest, and does assume the obligations of sole
general partner of B&V Phase I, Ltd., arising on or after the date set
forth above. Homestead B&V acknowledges that it is aware that such
conveyance may be a violation of various agreements pertinent to the
first mortgage encumbering the property of B&V Phase I, Ltd. Homestead
B&V accepts the foregoing conveyance of the general partnership
interest without representations or warranties regarding assets or
liabilities of B&V Phase I, Ltd., acknowledging that it is aware of
pending litigation and accepts the conveyance on an "as is, where is"
basis.
5.0 Acceptance of Limited Partnership Interest.
5.1 ATC accepts the foregoing conveyance of the limited partnership
interest without representations or warranties regarding assets or
liabilities of B&V Phase I, Ltd., acknowledging that it is aware of
pending litigation and accepts the conveyance on an "as is, where is"
basis.
6.0 Waiver of Conditions
6.1 ATC expressly waives the conditions of Article VI of the partnership
agreement and grants it permission to the conveyance, assignment and
assumption as set forth herein. ATC further waives the requirement of
consent of the mortgagee to the conveyance, which is required by
agreements executed in connection with the partnership's first mortgage
loan.
TO ALL OF WHICH WE HAVE SET OUR RESPECTIVE SIGNS AND SEALS AS OF THE
DATE FIRST SET FORTH ABOVE.
ASSIGNOR:
Attest: JBMV CORP., a Fla, Corp.
BY:/s/Xxxxxx Xxxxxxx BY:_/s/ Xxxxx Boranos
Xxxxxx Xxxxxxx, Secy. Xxxxx Boranos, President
ASSIGENEE:
HOMESTEAD B&V RECAP
ASSOCIATES OF CONNECTICUT
L.L.C.
BY: /s/ Xxxx XxXxxxxxx, Xx.
Xxxx X. XxXxxxxxx, Xx.
AMERICAN TAX CREDIT
PROPERTIES, L.P. LTD.
a Delaware Ltd. Partnership.
BY: XXXXXXX TAX
CREDIT PROPERTIES, L.P.
Its General Partner
ATTEST: BY: XXXXXXX TAX CREDIT
PROPERTIES, INC.,
BY:__________________________________ BY:/s/ Xxxxxxx Xxxx Xxxxxxx
Secy. Xxxxxxx Xxxx Xxxxxxx, President
