EXHIBIT 2.2
EX-2
ASSIGNMENT AND ASSUMPTION
OF GENERAL PARTNERSHIP INTEREST
OF
OF ACQUISITION, L.P.
This ASSIGNMENT AND ASSUMPTION OF GENERAL PARTNERSHIP INTEREST dated as of
August 25, 2000 and effective as of August 1, 2000, by and among St. James
Management, L.L.C. (the "GENERAL PARTNER") and Industrial Holdings, Inc., a
Texas corporation (the "ASSIGNEE").
RECITALS:
WHEREAS, the General Partner is the general partner under that certain
Agreement of Limited Partnership, as amended (the "PARTNERSHIP AGREEMENT") of OF
ACQUISITION, L.P., a Texas limited partnership (the "PARTNERSHIP"), dated
November 20, 1997;
WHEREAS, the General Partner has agreed to assign to the Assignee, and the
Assignee has agreed to accept form the General Partner, all of the right, title
and interest of General Partner in its General Partnership interest consisting
of 1,000 common units of the Partnership (the "GENERAL PARTNERSHIP INTEREST"),
which is 0.004% of the common units of the Partnership and 100% of the general
partner interests in the Partnership;
WHEREAS, the limited partners of the Partnership have consented to the
assignment by the General Partner of the General Partnership Interest to the
Assignee; and
WHEREAS, in connection with this Assignment, Assignee is willing to
perform all the obligations and duties of Assignor associated with the General
Partnership Interest;
NOW, THEREFORE, for and in consideration of the matters recited herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. ASSIGNMENT AND ASSUMPTION OF GENERAL PARTNERSHIP INTERESTS; ASSUMPTION
OF DUTIES. Subject to the conditions hereof, the General Partner does hereby
SELL, ASSIGN, TRANSFER and CONVEY unto the Assignee all of the right, title and
interest of General Partner in the General Partnership Interest. The Assignee
hereby accepts the assignment of the General Partnership Interest and agrees to
assume, pay and discharge all duties and liabilities accruing to the General
Partnership Interest and as are required of the general partner pursuant to the
Partnership Agreement and applicable law.
2. REPRESENTATIONS AND COVENANTS. To protect the security of this
Assignment of General Partnership Interest, the parties hereto hereby stipulate,
covenant and agree as follows:
(a) General Partner hereby warrants that General Partner is the
legal and beneficial owner of its General Partnership Interest, free and
clear of any liens, claims or encumbrances.
(b) General Partner hereby warrants that General Partner has the
authority and power to make this Assignment of General Partnership
Interest, and no other assignments of any right, title or interest in the
General Partnership Interest has previously been made by General Partner.
(c) General Partner hereby binds itself, its successors and assigns,
to warrant and forever defend, indefeasible title to, the General
Partnership Interest.
(d) The Assignee hereby warrants that the Assignee has the authority
and power to accept and assume this Assignment of General Partnership
Interest.
(e) This Assignment of General Partnership Interest shall be binding
upon General Partner and General Partner's successors and assigns, and all
parties claiming any interest in the Partnership or any
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portion thereof by, through or under General Partner. The rights herein
granted shall extend to the Assignee and the Assignee's successors and
assigns.
(f) General Partner hereby agrees to execute such additional
documents as the Assignee may reasonably deem necessary in order to
effectuate the terms hereof.
3. EFFECT OF ASSIGNMENT. Pursuant to the terms of Article VIII of the
Partnership Agreement, each of the Assignee and the undersigned Limited Partners
consent to the transfer of General Partnership Interest effected hereby and to
the assumption by Assignee of the duties and obligations of the general partner
under the Partnership Agreement, and acknowledge that the transfer contemplated
hereby shall not be grounds for dissolution of the Partnership under the
Partnership Agreement or applicable law.
EXECUTED this 25th day of August, 2000.
GENERAL PARTNER:
ST. JAMES MANAGEMENT, L.L.C.
By: /s/James H. Harrison
Name: James H. Harrison
Title: Vice President
ASSIGNEE:
INDUSTRIAL HOLDINGS, INC.
By: /s/Titus H. Harris, III
Name: Titus H. Harris, III
Title: Executive Vice President
LIMITED PARTNERS:
SJMB, L.P.
By: SJMB, L.L.C., its general partner
By: /s/James H. Harrison
Name: James H. Harrison
Title: Vice President
PHILFORM, INC.
By: /s/Titus H. Harris, III
Name: Titus H. Harris, III
Title: Vice President
