SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) December 29, 1995
Paine Webber Income Properties Four Limited Partnership
(Exact name of registrant as specified in its charter)
Delaware 0-10980 04-2738053
(State or other jurisdiction) (Commission (IRS Employer
of incorporation File Number) Identification No.)
265 Franklin Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-8118
(Former name or address, if changed since last report)
<PAGE>
FORM 8-K
CURRENT REPORT
PAINE WEBBER INCOME PROPERTIES FOUR LIMITED PARTNERSHIP
ITEM 2 - Disposition of Assets
Braesridge Apartments - Houston, TX
Disposition Date - December 29, 1995
On December 29, 1995 the Partnership sold its interest in the Braesridge joint
venture to an affiliate of the co-venture partners for net cash proceeds of $ 1
million. Management had begun to actively market the Braesridge Apartments for
sale during fiscal 1995 and received several offers from prospective purchasers.
The purchase contract signed with the co-venture partner was at a price which
exceeded all third party offers. The net sale price for the Partnership's equity
interest was based on an agreed upon fair value of the property of approximately
$ 11.7 million. The agreed upon fair market value is supported by management's
most recent independent appraisal of the Braesridge Apartments and by the
marketing efforts to third-parties which were conducted during fiscal 1995.
Under the terms of the Braesridge joint venture agreement, the co-venture
partner had the right to match any third-party offer to purchase the property.
Accordingly, a negotiated sale to the co-venture at the appropriate market price
represented the most expeditious and advantageous way for the Partnership to
sell this investment. Subsequent to original acquisition, the venture was forced
to modify the terms of the mortgage loan because the property did not generate
sufficient cash flow to service the debt. The effect of such deferrals was that
the total amount of the mortgage loan obligation increased over the several
years covered by the modification agreements to a total of approximately $ 10
million. The inability of the Braesridge joint venture to service its mortgage
debt obligations during the late 1980s was the result of overbuilding and a
severe real estate recession. Such conditions, which existed throughout the
country, were compounded in Houston by the collapse of the domestic crude oil
production industry. These factors put severe downward pressure on occupancy
levels and rental rates. The occupancy level of the Braesridge Apartments
averaged 68% over the five-year period from fiscal 1985 through fiscal 1989. The
estimated market value of the Braesridge Apartments had declined to
approximately one-half of the outstanding debt obligation at the height of this
real estate slump.
The high occupancy levels in the Houston market over the last two years,
combined with significantly increased rental rates, are now sufficient to
justify the construction of new apartment units which could limit Braesridge's
long-term performance. Because of the potential apartment development, as well
as the attractive, assumable financing obtained in October 1994, management
believed that now was the appropriate time to market the Braesridge Apartments
for sale and complete a transaction which would enable the Partnership to
realize a partial recovery of its initial investment in this property.
ITEM 7 - Financial Statements and Exhibits
(a) Financial Statements: None
(b) Exhibits:
(1) Partnership Interest Purchase Agreement between Paine Webber
Income Properties Four Limited Partnership and Braesridge 1995
Equity.
(2) Assignment of Partnership Interest between Paine Webber Income
Properties Four Limited Partnership and Braesridge 1995 Equity.
<PAGE>
PARTNERSHIP INTEREST PURCHASE AGREEMENT
THIS PARTNERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") dated as
of October 27, 1995, is by and between PAINE WEBBER INCOME PROPERTIES FOUR
LIMITED PARTNERSHIP, a Delaware limited partnership ("Seller") and BRAESRIDGE
1995 EQUITY, a Texas general partnership ("Buyer").
RECITALS
WHEREAS, Stanford Capital Corporation, a Texas corporation ("SCC"),
Braesridge Apartments, a Texas general partnership ("Braesridge") and Seller are
each partners in Braesridge 305 Associates, a Texas general partnership (the
"Partnership"), established pursuant to that certain Partnership Agreement of
Braesridge 305 Associates dated September 3, 1982 (the "Partnership Agreement");
WHEREAS, Seller owns an interest in the Partnership as described in the
Partnership Agreement (the "Seller Partnership Interest"); and
WHEREAS, Buyer desires to purchase from Seller and Seller desires to sell
to Buyer the Seller Partnership Interest in accordance with terms hereof.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, each intending
to be legally bound, do hereby agree as follows:
ARTICLE I
PURCHASE AND SALE OF SELLER PARTNERSHIP INTEREST
1.1 Purchase and Sale. Upon the terms hereof, subject to the conditions
herein and in reliance upon the representations, warranties and covenants set
forth herein, Seller agrees to sell and transfer to Buyer, and Buyer agrees to
purchase and accept from Seller, at the Closing (defined below), the Seller
Partnership Interest.
1.2 Purchase Price.
(a) In consideration of the sale and transfer of the Seller Partnership
Interest by Seller to Buyer, Buyer shall deliver to Seller at the Closing
the sum of $1,000,000.00 in immediately available funds (the "Purchase
Price"), due credit being given for the Deposit (defined below).
(b) As additional consideration for its purchase of the Seller Partnership
Interest, Buyer hereby agrees that, pursuant to the Assignment of
Partnership Interest (as defined in Section 4.1), Buyer shall assume any
and all of Seller's liabilities and obligations under the Partnership
Agreement, together with such other liabilities and obligations of Seller
arising solely by reason of Seller being, and only in its capacity as, a
general partner in the Partnership (the "Assumed Liabilities"); provided,
however, that Buyer shall not assume or be deemed to have assumed, and for
purposes of this Agreement the term "Assumed Liabilities" shall not
include, any such liabilities and obligations of which none of Buyer, SCC,
or Braesridge has any Actual Knowledge (as such term is defined below) as
of the date hereof. Notwithstanding the foregoing or anything to the
contrary contained herein, Buyer shall in no event be deemed to assume any
liabilities or obligations of Seller that may arise in connection with
claims of any partner, shareholder, investor or other holder of any
interest in Seller or any related entity, and the term "Assumed Liability"
shall not include any of such liabilities and obligations. As used herein,
the term "Actual Knowledge" shall mean the actual knowledge, without any
investigation or inquiry of any kind, of R. Kyle Winning, Jerold Winograd
or Marc Winograd, and not Seller's agents, employees or any other parties.
1.3 Deposit. Concurrently with the execution hereof, Buyer shall deliver
to Seller the sum of $200,000.00 (the "Deposit") to be held by Seller as a
nonrefundable deposit (except in the event of Seller's default under this
Agreement or the failure of Seller to obtain the approval described in Section
5.14 hereof) in an interest bearing account approved in writing by Buyer and,
together with the interest earned thereon, credited against the Purchase Price
at the Closing. In the event of Buyer's default hereunder, Seller shall have as
its sole remedy the right to retain the Deposit as liquidated damages (and not
as a penalty).
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer that:
2.1 Organization. Seller is a limited partnership duly organized, validly
existing and in good standing under the laws of the State of Delaware, and
Fourth Income Properties Fund, Inc., the managing general partner of Seller
("Fourth Income"), is a corporation, duly organized, validly existing and in
good standing under the laws of the State of Delaware.
2.2 Authority. Seller and Fourth Income have all requisite partnership and
corporate power and authority to enter into this Agreement, to consummate the
transactions contemplated hereby and to perform their obligations hereunder. As
of the date that is forty-five (45) days from the date hereof (the "Approval
Date"), Seller and Fourth Income shall have taken all partnership and corporate
action necessary to authorize the execution, delivery and performance of this
Agreement and all other agreements, certificates and documents contemplated
hereby to be executed by either of them and to authorize the consummation of the
transactions contemplated hereby. As of the Approval Date, this Agreement will
have been duly authorized, executed and delivered by Seller and Fourth Income
and constitutes the valid and legally binding agreement and obligation of Seller
and Fourth Income, enforceable in accordance with its terms, subject, however,
to fraudulent conveyance, bankruptcy, insolvency and other similar laws relating
to creditor's rights generally and subject to general principles of equity.
2.3 Conflicts. Subject to the immediately following sentence, the
authorization, execution and delivery by Seller and Fourth Income of this
Agreement and all agreements, documents and certificates contemplated hereby do
not, and will not, violate any provision of the partnership agreement of Seller
or the bylaws or articles of incorporation of Fourth Income, or violate any
provision of, or result in the acceleration of any obligation under, or
constitute a default under, any material loan agreement, indenture, lease,
mortgage, deed of trust, financing agreement, contract, instrument or any other
commitment or agreement to which Seller or Fourth Income is subject or may be
bound. Seller makes no representation or warranty as to the effect the
consummation of the transactions contemplated by this Agreement may have as to
any loan agreement, indenture, lease, mortgage, deed of trust, financing
agreement, contract, instrument or any other commitment or agreement to which
the Partnership, SCC, Braesridge or any of them, or any of their assets, is
subject or may be bound. Without limiting the foregoing general qualification,
Seller, in particular, makes no representation as to whether the authorization,
execution or delivery by Seller or Fourth Income of this Agreement and any other
agreements, documents or certificates contemplated hereby violate, result in the
acceleration of any obligation under, or constitute a default under any lease,
mortgage, deed of trust or financing agreement that encumbers any portion of the
assets of the Partnership, including the "Property" (which term is defined
below).
2.4 No Adverse Claims. The Seller Partnership Interest constitutes the
entire partnership interest of Seller in the Partnership and Seller is the sole
owner of the Seller Partnership Interest free and clear of all liens, charges,
security interests, encumbrances and other claims. Seller is not a party to any
legal, administrative or arbitration proceeding, pending or threatened in
writing, which may result in any such encumbrance or claim being imposed upon
the Seller Partnership Interest. Upon the sale and transfer of the Seller
Partnership Interest as provided herein, Buyer will acquire all of Seller's
right, title and interest in and to the Seller Partnership Interest. Since
obtaining the Seller Partnership Interest, Seller has not assigned or
transferred any portion of such interest.
2.5 Consents. Except as specified in Section 5.14, no consent, approval,
order or authorization of, or registration, declaration or filing with, any
court, department, commission, or other governmental body or any other person is
required to be obtained to authorize the execution and delivery by Seller and/or
Fourth Income of this Agreement or the performance by Seller of its terms.
2.6 Brokers. Seller has not engaged the services of any broker or finder
or incurred any liability for brokerage fees, finders' fees, agents' commissions
or other forms of compensation in connection with the transactions set forth in
this Agreement in a manner that will result in any liability on the part of
Buyer and hereby indemnifies Buyer against all such claims arising out of such
fees alleged to be due by authorization of Seller.
2.7 Disclosure. No representation or warranty made to Buyer in this
Agreement contains any untrue statement of a material fact.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller that:
3.1 Organization. Buyer is a general partnership duly organized, validly
existing and in good standing under the laws of the State of Texas, and WIN-3
Investors ("WIN-3"), the managing general partner of Buyer, is a general
partnership, duly organized, validly existing and in good standing under the
laws of the State of Texas.
3.2 Authority. Buyer and WIN-3 have all requisite power and authority to
enter into this Agreement, to consummate the transactions contemplated hereby
and to perform their obligations hereunder. Buyer and WIN-3 have taken all
action necessary to authorize the execution, delivery and performance of this
Agreement and all other agreements, certificates and documents contemplated
hereby to be executed by either of them and to authorize the consummation of the
transactions contemplated hereby. This Agreement has been duly authorized,
executed and delivered by Buyer and WIN-3 and constitutes the valid and legally
binding agreement and obligation of Buyer and WIN-3, enforceable against it in
accordance with its terms, subject, however, to fraudulent conveyance,
bankruptcy, insolvency and other similar laws relating to creditor's rights and
subject to general principles of equity.
3.3 Conflicts. The authorization, execution and delivery by Buyer and
WIN-3 of this Agreement and all agreements, documents and certificates
contemplated hereby do not and will not violate any provision of the partnership
agreement of Buyer or WIN-3, or violate any provision of, or create any conflict
with, or result in the acceleration of any obligation under, or constitute a
default under, any material loan agreement, indenture, lease, mortgage, deed of
trust, financing agreement, contract, instrument or any other commitment or
agreement to which Buyer or WIN-3 is subject or may be bound.
3.4 Consents. No consent, approval or authorization of, or registration,
declaration or filing with, any governmental department, commission, agency or
other person is required to be obtained or effected by Buyer to authorize the
execution and delivery by Buyer and/or WIN-3 of this Agreement or the
consummation by Buyer of the transactions contemplated hereby.
3.5 Brokers. Except for CB Commercial, Buyer has not engaged the services
of or dealt with any broker or finder or incurred any liability for brokerage
fees, finder's fees, agent's commissions or other forms of compensation in
connection with this Agreement or the transactions contemplated hereby and
hereby indemnifies Seller against all such claims arising out of such fees
alleged to be due by authorization of Buyer, including, without limitation, such
claims of CB Commercial. Buyer hereby agrees to pay all sums due CB Commercial
with regard to this transaction pursuant to separate agreement dated July 24,
1995 between the Partnership and CB Commercial.
3.6 Disclosure. No representation or warranty made to Seller in this
Agreement contains any untrue statement of a material fact.
<PAGE>
ARTICLE IV
CLOSING PROCEDURES
4.1 The Closing. The closing of the purchase and sale of the Seller
Partnership Interest (the "Closing") shall take place on January 16, 1996, or on
such other date as the parties agree upon (the "Closing Date") at such place as
may be mutually agreed upon by the parties. At the Closing, the following
transactions and deliveries shall be effected simultaneously:
(a) Buyer shall deliver to Seller the Purchase Price in cash or by
cashier's check or pursuant to wiring instructions provided by Seller, due
credit being given for the Deposit;
(b) Seller and Buyer shall execute and deliver to each other an Assignment
of Partnership Interest in the form as attached hereto as EXHIBIT A and
the certificates described in Section 5.1; and
(c) Seller and Buyer shall execute all such further instruments and
documents reasonably necessary to consummate the transactions contemplated
by this Agreement.
ARTICLE V
MISCELLANEOUS
5.1 Closing Certificate. It shall be a condition to the respective
obligations of Seller and Buyer to close under this Agreement that the
representations and warranties of the other party be true and correct as of the
Closing Date and that Seller and Buyer deliver at Closing certificates
confirming their respective representations. Each party shall have the right to
waive all or any part of the benefit of this condition.
5.2 Survival of Representations and Warranties. The representations and
warranties given or made in this Agreement shall survive the Closing and not
merge into the documents of transfer for a period of one year.
5.3 Expenses. Each party hereto shall bear its own expenses incurred
incident to the negotiation and preparation of this Agreement and the
transactions contemplated herein.
5.4 Parties Bound. Except to the extent otherwise expressly provided
herein, this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, representatives, administrators,
successors and assigns; and no other person shall have any right, benefit or
obligation hereunder.
5.5 Notices. Any notice, request, instruction or other document to be
given hereunder by either party to the other shall be in writing and either (i)
delivered personally or mailed by certified or registered mail, postage prepaid
and return receipt requested, (ii) sent via a nationally recognized overnight
courier or (iii) transmitted by telecopy with electronic receipt of
confirmation. All such notice, requests, instructions or other documents shall
be deemed delivered when deposited in the U.S. Mail as provided above if sent by
mail or when actually received, all properly addressed to the person notified,
as follows:
If to Seller:
c/o Paine Webber Properties
265 Franklin Street, 16th Floor
Boston, Massachusetts 02110
Attention: Peter Sullivan
Fax: 617-345-8752
with a copy to:
Hunton & Williams
1751 Pinnacle Drive, Suite 1700
McLean, Virginia 22102
Attention: E. Peter Kane
Fax: 703-714-7400
<PAGE>
If to Buyer:
c/o Stanford Capital Corporation
Five Greenway Plaza, Suite 2250
Houston, Texas 77046
Attention: R. Kyle Winning
Fax: 713-297-4499
with a copy to:
Mayor, Day, Caldwell & Keeton, L.L.P
700 Louisiana, Suite 1900
Houston, Texas 77002
Attention: Thomas A. Bres
Fax: 713-225-7047
5.6 Choice of Law. THIS AGREEMENT SHALL BE SUBJECT TO AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS WITHOUT
GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS.
5.7 Entire Agreement; Amendments and Waivers. This Agreement, together
with all documents executed in connection herewith and all exhibits and
schedules hereto, constitutes the entire agreement between the parties hereto
pertaining to the subject matter hereof and supersedes all other prior and
contemporaneous agreements, understandings, negotiations and discussions,
whether oral or written, of the parties, and there are no warranties,
representations or other agreements between the parties in connection with the
subject matter hereof except as set forth specifically herein and therein or
contemplated hereby or thereby. No amendment, modification or waiver of this
Agreement shall be binding unless it shall be specifically designated to be an
amendment, modification or waiver of this Agreement and shall be executed in
writing by the party to be bound thereby. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other
provision hereof (whether or not similar), nor shall such waiver constitute a
continuing waiver unless otherwise expressly provided.
5.8 Assignment. The Agreement and the rights and privileges hereunder may
not be assigned by operation of law or otherwise by any party; provided,
however, that Buyer may assign its rights under this Agreement, at any time and
without the consent of Seller, to any entity which controls, is controlled by,
or under common control with Buyer. Notwithstanding any such permitted
assignment, Buyer shall remain liable for its obligations under this Agreement
to the extent not satisfied by such permitted assignee.
5.9 Further Assurances. From time to time hereafter and without further
consideration, Seller shall execute and deliver such additional or further
instruments of conveyance, assignment and transfer and take such actions as
Buyer may reasonably request in connection with the transaction contemplated
hereby or as shall be reasonably necessary or appropriate in connection with the
carrying out of the Seller's obligations hereunder. From time to time hereafter
and without further consideration, Buyer shall execute and deliver such
additional or further instruments and take such actions as Seller may reasonably
request in connection with the transaction contemplated hereby or as shall be
reasonably necessary or appropriate in connection with the carrying out of
Buyer's obligations hereunder.
5.10 Multiple Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument upon execution of at least
one counterpart by each party hereto.
5.11 Headings. The headings of the several articles and sections herein
are inserted for convenience of reference only and are not intended to be a part
of or to affect the meaning or interpretation of this Agreement.
5.12 Severability. Each article, section and subsection of this Agreement
constitutes a separate and distinct undertaking, covenant or provision hereof.
In the event that any provision of this Agreement shall finally be determined to
be unlawful, such provision shall be deemed severed from this Agreement, but
every other provision of this Agreement shall remain in full force and effect.
5.13 Tax Matters. For purposes of allocating terms of income, gain, loss,
deduction and credit accruing during the period beginning on the first day of
the current taxable year, and ending on the day of the Closing, the Partnership
will allocate such items among the partners as set forth in the Partnership
Agreement.
5.14 Effectiveness. This Agreement is expressly contingent upon the
approval of Fourth Income's investment committee and its board of directors on
or before the Approval Date. If written notice of such approval is not delivered
to Buyer on or before the Approval Date, either party may terminate this
Agreement without liability, whereby the Deposit, together with any and all
interest earned thereon, shall be promptly returned to Buyer.
5.15 No Marketing. As of the date hereof, and notwithstanding the
contingency set forth in Section 5.14 above, Seller agrees that until
termination of this Agreement Seller will not negotiate for the sale, transfer
or exchange of the Seller Partnership Interest or the property known as the
Braesridge Apartments (the "Property") with any other party and will not
entertain other offers or expressions of interest from any other parties with
regard to the sale, exchange or transfer of the Seller Partnership Interest or
the Property.
5.16 Indemnification by Seller. Effective upon the execution and delivery
of the Assignment of Partnership Interest by Seller, Seller shall indemnify,
protect, defend and hold harmless Buyer from and against any and all losses,
damages, costs, expenses, claims, liabilities and obligations, fixed or
contingent (including, but not limited to, reasonable attorneys' fees and court
costs) suffered or incurred by Buyer as a result or by reason of (a) all
liabilities or obligations (other than the Assumed Liabilities), fixed or
contingent, relating to or arising out of the Partnership Interest accruing or
arising out of events occurring prior to or on the Closing Date or (b) any
breach of the representations, warranties, covenants and agreement given or made
by Seller in this Agreement or any instrument, certificate or document delivered
by or on behalf of Seller pursuant hereto.
5.17 Indemnification by Buyer. Effective upon the execution and delivery
of the Assignment of Partnership Interest by Seller, Buyer shall indemnify,
protect, defend and hold harmless Seller from and against any and all losses,
damages, costs, expenses, claims, liabilities and obligations, fixed or
contingent (including, but not limited to, reasonable attorneys' fees and court
costs) suffered or incurred by Seller as a result or by reason of (a) the
Assumed Liabilities and all other liabilities or obligations, fixed or
contingent, relating to or arising out of the Partnership Interest accruing or
arising out of events occurring after the Closing Date or (b) any breach of the
representations, warranties, covenants and agreement given or made by Buyer in
this Agreement or any instrument, certificate or document delivered by or on
behalf of Buyer pursuant hereto.
5.18 Limitation on Actions. Notwithstanding any other provision of this
Agreement, no claim for indemnification may be made under Section 5.16 or
Section 5.17 as to liabilities or obligations relating to or arising out of
events occurring prior to, on or after the Closing Date, as the case may be, or
for any breach of the representations and warranties contained or given pursuant
to this Agreement and any instrument, certificate or document delivered pursuant
hereto after the expiration of one year following the Closing Date.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or
caused this Agreement to be executed by officers thereof, thereunto duly
authorized, all as of the day and year first above written.
"BUYER"
BRAESRIDGE 1995 EQUITY,
a Texas general partnership
By: WIN-3 INVESTORS, a Texas general
partnership, its Managing General
Partner
By:/s/ R. Kyle Winning
Name:R. Kyle Winning
As Its: General Partner
"SELLER"
PAINE WEBBER INCOME PROPERTIES FOUR
LIMITED PARTNERSHIP, a Delaware
limited partnership
By: FOURTH INCOME PROPERTIES FUND,
INC., a Delaware corporation, its
Managing General Partner
By:/s/ Peter Sullivan
Name: Peter Sullivan
As Its: Vice President
<PAGE>
ASSIGNMENT OF PARTNERSHIP INTEREST
THIS ASSIGNMENT OF PARTNERSHIP INTEREST ("Assignment") is entered into
effective as of December 31, 1995, by and between PAINE WEBBER INCOME PROPERTIES
FOUR LIMITED PARTNERSHIP, a Delaware limited partnership ("Assignor"), and
BRAESRIDGE 1995 EQUITY, a Texas general partnership ("Assignee").
W I T N E S S E T H:
WHEREAS, Assignor is a partner in Braesridge 305 Associates, a Texas
general partnership (the "Partnership"), pursuant to that certain Partnership
Agreement of Braesridge 305 Associates dated September 30, 1982 (the
"Partnership Agreement");
WHEREAS, in accordance with the terms hereof, Assignor desires to transfer
to Assignee all of Assignee's partnership interest in the Partnership (the
"Interest"), and Assignee desires to acquire the Interest;
NOW, THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, each intending
to be legally bound, do hereby agree as follows:
1. Assignor hereby assigns, sells, conveys and transfers to Assignee the
Interest and all of the Assignor's rights and obligations with regard thereto
including but not limited to (i) all rights in and to all distributions to be
made by the Partnership, (ii) all capital of Assignor in the Partnership, (iii)
all of Assignor's share of income and net profits of the Partnership and (iv)
any and all interest, direct or indirect, of Assignor in the assets of the
Partnership. As of the effective date hereof, Assignor shall be deemed to
withdraw as a partner in the Partnership.
2. Assignee, by its signature hereto, hereby assumes the Assumed
Liabilities (as such term is defined in that certain Partnership Interest
Purchase Agreement dated October 27, 1995 by and between Assignor and Assignee)
and evidences its agreement that it is acquiring the Interest for its own
account for investment and not with a view to the resale or other distribution
thereof and that Assignee shall be bound by all the provisions of the
Partnership Agreement, including but not limited to all the obligations (as set
forth in the Partnership Agreement) with respect to the Interest accruing from
and after the date hereof.
3. This Assignment shall be governed by and construed in accordance
with the laws of the State of Texas.
4. This Assignment may be executed in multiple counterparts, and
notwithstanding that all the parties do not execute the same counterpart, each
of the counterparts shall, for all purposes, be deemed to be an original, and
all of such counterparts taken together shall constitute but one and the same
instrument binding on all the parties hereto.
5. All capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to such terms in the Partnership Agreement.
6. Each of the parties hereto agrees to execute such additional documents
and take such further actions as may be reasonably required by the other party
hereto or any other partners in the Partnership to further carry out the intent
hereof.
<PAGE>
Executed effective as of the date first written above.
ASSIGNOR:
PAINE WEBBER INCOME PROPERTIES FOUR
LIMITED PARTNERSHIP, a Delaware
limited partnership
By: FOURTH INCOME PROPERTIES FUND,
INC., a Delaware corporation, its
Managing General Partner
By:/s/ Peter Sullivan
Name: Peter Sullivan
As Its: Vice President
ASSIGNEE:
BRAESRIDGE 1995 EQUITY,
a Texas general partnership
By: WIN-3 INVESTORS, a Texas general
partnership, its Managing General Partner
By: /s/ R. Kyle Winning
Name: R. Kyle Winning
As Its: General Partner
<PAGE>
Notwithstanding any provision in the Partnership Agreement to the
contrary, the undersigned partners in the Partnership representing the remaining
partners in the Partnership, are executing this Assignment solely (i) to
evidence their consent to the assignment of the Interest to Assignee, (ii) the
admission of Assignee as a partner in the Partnership with respect to the
Interest and (iii) the release of Assignor from the Assumed Liabilities.
STANFORD CAPITAL CORPORATION,
a Texas corporation
By:/s/ R. Kyle Winning
Name: R. Kyle Winning
As Its: President
BRAESRIDGE APARTMENTS,
a Texas general partnership
By: Braesridge Ltd., a general partner
By:/s/ Judith Winograd
Name:Judith Winograd
As Its: General Partner
THE ESTATE OF EUGENE WINOGRAD, M.D.
By:/s/ Marvin Isgur
Marvin Isgur, Independent Co-Executor of
the Estate of Eugene Winograd, M.D.,
Deceased
By:/s/ Judith Winograd
Judith Winograd, Independent Co-Executrix
of the Estate of Eugene Winograd, M.D.,
Deceased
<PAGE>
FORM 8-K
CURRENT REPORT
PAINE WEBBER INCOME PROPERTIES FOUR LIMITED PARTNERSHIP
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PAINE WEBBER INCOME PROPERTIES
FOUR LIMITED PARTNERSHIP
(Registrant)
By:/S/ Walter V. Arnold
Walter V. Arnold
Senior Vice President and
Chief Financial Officer
Date: January 11, 1996
