PC DOCS #25069 BUSINESS FORMS (REV. 1/5/97) Agreement for the Acquisition of an Interest in a Partnership or Other Unincorporated Joint Venture SALE AND ASSIGNMENT OF JOINT VENTURE INTEREST THIS AGREEMENT is made the ^ day of ^, 19^ BETWEEN: ^OLD PARTNER INC., a corporation duly incorporated in Illinois and having its principal office at ^ ("Seller"), of the first part, and ^NEW PARTNER INC., a corporation duly incorporated in the State of Illinois and having its principal office at ^ ("Buyer"), of the second part, and ^REMAINING PARTNER ONE INC., a corporation duly incorporated in the State of ^ and having its principal office at ^ ("^RP1"), of the third part, and ^REMAINING PARTNER TWO INC., a corporation duly incorporated in the State of ^ and having its principal office at ^ ("^RP2"), of the fourth part. WHEREAS: A. Seller is a partner in ^ABC Company (the "Partnership"), a joint venture partnership formed and existing under the Uniform Partnership Act of Illinois pursuant to an agreement ("the Partnership Agreement") dated ^, 19^, among Seller, ^RP1 and ^RP2, which agreement has been amended from time to time. B. Seller has agreed to sell and assign and Buyer has agreed to purchase and take an assignment of all of Seller's interest and rights in or in respect of the Company and assets of the Company owned by Buyer on the terms and conditions contained herein. C. ^RP1 and ^RP2 have agreed to such sale and assignment on the terms and conditions contained herein. IT IS AGREED as follows: 1. Sale and Assignment of Partnership Interest. For the consideration specified in clause 2, Seller hereby assigns and transfers to Buyer absolutely, with effect on and from the date hereof ("the Completion Date"), all its interests, rights, powers and remedies in the Partnership Agreement, the Partnership and the assets of the Partnership subject to the conditions hereof; and Buyer shall become a partner of the Partnership in the place of Seller and shall assume the obligations and be bound by all the terms, conditions, restrictions, covenants and obligations of Seller under the Partnership Agreement on and from the 2 Completion Date. 2. Consideration. In consideration of the assignment and the covenants on the part of Seller herein contained, Buyer has paid to Seller, and Seller acknowledges the receipt of, $^. 3. Seller's Continuing Rights. On and from the Completion Date, Seller shall cease to be a partner of the Partnership, but shall remain entitled to and liable for all its rights, interests, powers, warranties, and obligations and liabilities in the Partnership and under the Partnership Agreement, including an entitlement to share in all Partnership income, gain, loss, deduction or credit (or any item thereof), derived, accrued or incurred by the Partnership in and during the period before the Completion Date (but not in or during the period on and from the Completion Date) including any such income, gain, loss, deduction or credit declared after the Completion Date. 4. Seller's Warranty. Seller warrants to Buyer that it has up to and including the Completion Date duly, truly and fully performed and observed the undertakings, agreements, warranties, obligations and all of the conditions on the part of and binding on Seller that are contained in the Partnership Agreement and that Seller is not in any respect in default under or as to any of such undertakings, agreements, warranties, obligations and conditions or under or as to the Partnership Agreement. Seller further warrants to Buyer that it has provided to Buyer a true, complete and correct copy of the Partnership Agreement and all amendments thereto, and that Seller's execution, delivery and performance of this Agreement has been authorized by all necessary corporate action on Seller's part and does not require any consent, authorization or approval of any governmental entity or other third party except for the consent of ^RP1 and ^RP2 given in clause 8. 5. Buyer's Obligations. Buyer shall perform and observe on and from the Completion Date the undertakings, agreements, warranties, obligations and conditions on the part of and binding on Seller that are contained in the Partnership Agreement and are to be performed and observed on and from the Completion Date as fully and effectually as if they were herein repeated at length as undertakings, agreements, warranties, obligations and conditions on the part of and binding upon Buyer. 6. Indemnity. Buyer will keep Seller indemnified and saved harmless against all actions, proceedings, claims, costs, damages and expenses whatsoever arising out of or in connection with the non-payment of any sum or with the non-performance or non-observance by Buyer on or after the Completion Date of any of the undertakings, agreements, warranties, obligations or conditions to be performed or observed by Buyer hereunder or under the Partnership Agreement. Seller will keep Buyer indemnified and saved harmless against all actions, proceedings, claims, costs, damages and expenses whatsoever arising out of or in connection with the non-payment of any sum or with the non-performance or non-observance by Seller on or after the Completion Date of any of the undertakings, agreements, warranties, obligations or conditions to be performed or observed by Seller hereunder or under the Partnership Agreement. 7. Consequential Amendments to the Partnership Agreement. Unless the context or this Agreement otherwise require, on and from the Completion Date, all references in 3 the Partnership Agreement to Seller shall henceforth be construed as references to Buyer and in particular: (a) appropriate notifications of the change in identity of the Partners shall be given to the Partnership's insurers, lenders, customers and other persons with whom the Partnership does business; and (b) for the purpose of giving notice to Buyer or to Buyer's representatives, the appropriate address shall be: ^ 8. Consent by ^RP1 and ^RP2. ^RP1 and ^RP2 hereby consent and agree to the provisions hereof with the intent that Buyer shall become a partner in the Partnership in the place of Seller with all the rights, liabilities and powers of Seller under the Partnership Agreement on and from the Completion Date. 9. Cost. Each party shall bear its own costs in relation to this Agreement and any further documents that may be necessary to complete the assignment hereunder. 10. Further Assurances. Seller shall, at its cost and expense, make, sign and deliver all further documents, forms and authorizations, deposed to and swear all declarations and affidavits and do such other acts and things as Buyer reasonably considers to be required or desirable to complete the assignment of, or otherwise assuring the interest of Buyer in, the matters assigned pursuant hereto. 11. Interpretation. This Agreement is made pursuant to and governed by, and shall be respecting all matters construed under, the internal laws of Illinois. IN WITNESS WHEREOF the parties hereto have executed this agreement on the date first hereinbefore mentioned. ^OLD PARTNER INC. By:_________________________________ Its:______________________________ ^NEW PARTNER INC. By:_________________________________ Its:______________________________ ^REMAINING PARTNER ONE INC. By:_________________________________ Its:______________________________ ^REMAINING PARTNER TWO INC. 4 By:_________________________________ Its:______________________________