Carlyle Real Estate Ltd Partnership XIV/IL – ‘10-Q’ for 9/30/02 – EX-10.A

On:  Thursday, 11/14/02, at 4:56pm ET   ·   For:  9/30/02   ·   Accession #:  892626-2-374   ·   File #:  0-15962

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      25    114K 
 2: EX-10.A     Material Contract                                      6     23K 
 3: EX-10.B     Material Contract                                      4     21K 
 4: EX-99       Miscellaneous Exhibit                                  1      6K 

EX-10.A   —   Material Contract

EX-10.A
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EXHIBIT 10-A                                                                    
------------                                                                    

FORECLOSURE SALE CERTIFICATE          
(Carlyle-XIV)         

THIS FORECLOSURE SALE CERTIFICATE (the "Certificate") is entered into 
by and among the undersigned on the date hereof, (i) pursuant to Section B      
of that certain Wells Fargo Bank Addendum (the "Addendum"), dated as of         
September 30, 1996, by and among Carlyle Real Estate Limited Partnership-       
XIV ("Carlyle XIV"), Carlyle Real Estate Limited Partnership-XV ("Carlyle       
XV"), Maguire Partners-Bunker Hill, Ltd. ("Maguire"), Maguire Partners-         
South Tower, LLC (formerly known as the Maguire Thomas Partners-South Tower     
LLC, the "LLC") and Wells Fargo Bank, N.A. ("WFB"), which is incorporated       
into that certain Operating Agreement of Maguire Partners-South tower, LLC      
(as amended, restated, modified and supplemented from time to time, the         
"Operating Agreement"), dated as of September 30, 1996, by and among            
Carlyle XIV, Carlyle XV and Maguire; and (ii) in connection with the            
foreclosure sale of the uncertificated membership interests in the LLC          
owned by Carlyle XIV, and certain related collateral described in the           
Carlyle XIV Loan Documents (as such term is defined on ANNEX 1 attached         
hereto) and on ANNEX 2 attached hereto, conducted by ATC Realty, Inc.           
("ATC"), as successor-in-interest and assignee of WFB, and consummated on       
or about the date hereof.                                                       

As and to the extent required under Section B of the Addendum:        

(1)   Maguire Partners-WFC Holdings, LLC, a Delaware limited          
liability company (the "New LLC Member"), hereby assumes all                    
the obligations of Carlyle XIV under the Operating Agreement and agrees to      
be bound by the provisions of the Operating Agreement.                          

(2)   The New LLC Member, Carlyle XIV, WFB and ATC Seventeen hereby   
certify that the New LLC Member has acquired the Carlyle Interests (as such     
term is defined in the Addendum) owned by Carlyle XIV after compliance with     
the procedure set forth in Section B of the Addendum.                           

Each of the LLC and Maguire (i) hereby recognizes the New LLC Member  
as the purchaser and assignee of the Carlyle Interests (as such term is         
defined in the Addendum) owned by Carlyle XIV and as the successor member       
of the LLC; and (ii) hereby amends the Operating Agreement so as to replace     
any and all applicable references to Carlyle XIV with references to the New     
LLC Member.                                                                     

This Certificate may be executed in any number of separate            
counterparts, each of which when so executed, shall be deemed an original,      
and all of said counterparts taken together shall be deemed to constitute       
but one and the same instrument.                                                

[ remainder of page intentionally left blank. ]         

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This Certificate shall be construed in accordance with the law of the 
State of California, and is executed this 13th day of September, 2002.          

MAGUIRE PARTNERS-WFC HOLDINGS, LLC, 
 a Delaware limited liability company,
as the New LLC Member               

By:   Maguire Partners SCS, Inc.,   
             a California corporation, its Manager

       By:   /s/ Robert F. Maguire III
                    --------------------------------
                    Robert F. Maguire III, President

       CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XIV

         By:   JMB Realty Corporation, General Partner

    By:   [ executed signature ]
                    --------------------------------
   Its:  Senior Vice President
                    --------------------------------

WELLS FARGO BANK, N.A.              

By:   [ executed signature ]        
             -------------------------------------
Its:  VP                            
             -------------------------------------

By:   [ executed signature ]        
             -------------------------------------
Its:  VP                            
             -------------------------------------

ATC REALTY SEVENTEEN, INC.          

By:   [ executed signature ]        
             -------------------------------------
Its:  VP                            
             -------------------------------------

By:   [ executed signature ]        
             -------------------------------------
Its:  VP                            
             -------------------------------------

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MAGUIRE PARTNERS-BUNKER HILL, LTD., 
a California limited partnership    

By:   Maguire Partners BGHS, LLC,   
             a California company, General Partner

         By:   Maguire Partners SCS, Inc.,
                     a California corporation, Manager

                  By:  /s/ Robert F. Maguire III
                        --------------------------
                    Robert F. Maguire III,
       President

MAGUIRE PARTNERS-SOUTH TOWER, LLC,  
  a California limited liability company

     By:   Maguire Partners-Bunker Hill, Ltd.,
                a California limited partnership, Member

         By:   Maguire Partners BGHS, LLC,
                  a California limited liability
            company, General Partner

                    By:  Maguire Partners SCS, Inc.,
                       a California corporation,
     Manager

                             By:   /s/ Robert F. Maguire III
                                    --------------------------
                                Robert F. Maguire III,
                   President

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ANNEX 1         
-------         
to the Certificate          

As used in the Certificate (to which this ANNEX 1 is attached), the   
term "Carlyle XIV Loan Documents" means the following:  (a) that certain        
Loan Agreements, dated as of December 26, 1985, by and between Carlyle XIV      
and WFB (as successor by merger to Crocker National Bank, "Crocker"), as        
amended in accordance with its terms, including as modified by that certain     
Loan Modification Agreement (Carlyle-XIV), dated  as of October 24, 1996,       
by and between Carlyle XIV and WFB; (b) that certain Security agreement,        
dated as of December 26, 1985, by and between Carlyle XIV and WFB (as           
successor by merger to Crocker); (c) that certain security Agreement            
(Equipment and Fixtures), executed on or about October 24, 1996, by Carlyle     
XIV in favor of WFB; (d) that certain Continuing Security Agreement (Rights     
to Payment and Inventory), executed on or about October 24, 1996, by            
Carlyle XIV in favor of WFB; (e) that certain Promissory Note, dated            
December 30, 1985, executed by Carlyle XIV in favor WFB (as successor by        
merger to Crocker), as amended and restated pursuant to that certain            
Amended and Restated Promissory Note dated as of October 24, 1996, executed     
by Carlyle XIV in favor of WFB; (f) the Addendum; (g) that certain Security     
Agreement, dated as of September 30, 1996, by and among Maguire/Thomas          
Partners Development, Ltd. (the "Property Manager"), Carlyle XIV and            
Carlyle XV; (h) that certain Notice of Assignment from WFB to the LLC,          
dated October 24, 1996, and the related Acknowledgement of Receipt of           
Assignment, dated as of October 24, 1996, executed by the LLC in favor of       
WFB; (i) that certain Notice of Assignment from WFB to the Property             
Manager, dated October 24, 1996, and the related Acknowledgement of Receipt     
of Assignment, dated as of October 24, 1996, executed by the Property           
Manager in favor of WFB; (j) that certain Mutual Release, dated as of           
October 24, 1996, among Carlyle XIV, Carlyle XV, Maguire and WFB; (k) that      
certain letter from the Property Manager to Carlyle XIV and Carlyle XV          
regarding the Manager's Payment, dated September 30, 1996; (l) that certain     
letter from Aetna Life Insurance Company to the LLC, the Property Manager,      
Carlyle XIV, Carlyle XV and WFB regarding Payment of Property Management        
Fee, dated October 24, 1996; and (m) all other agreements, documents and        
instruments executed and filed in connection with or relating to the            
foregoing, including, without limitation, financing statements filed            
pursuant to the Uniform Commercial Code as in effect in California and          
Illinois, as applicable.                                                        

ANNEX 1 - Page 1          

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ANNEX 2         
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to the Certificate          

DEBTOR:          CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XIV,                   
an Illinois limited partnership               

SECURED PARTY:   ATC REALTY, INC.                                               

All of the obligations of Debtor, now or hereafter owing to Secured   
Party under the certain "Loan Documents" (as defined in the Loan                
Modification Agreement dated as of October 24, 1996, executed by Debtor and     
Secured Party (as assignee and successor in interest to Wells Fargo Bank,       
N.A.), as amended from time to time, are secured by the following personal      
property of Debtor:                                                             

    1.    (a)  Any and all partnership interests of Debtor in that
limited partnership formerly known as Maguire/Thomas Partners-South Tower,      
a California limited partnership (the "Partnership") and membership             
interests of Debtor in that certain limited liability company currently         
known as Maguire Partners-South Tower, LLC, a California limited liability      
company (the "LLC"), now existing or hereafter acquired (collectively, the      
"Partnership/Membership Interests"), and all distributions, capital and         
profits, warrants, equipment, goods, inventory, documents, instruments,         
chattel paper, investment property, letter-of-credit rights, money,             
accounts, deposit accounts, commercial tort claims, contract rights,            
general intangibles, and other rights, property, products and proceeds from     
time to time evidencing, arising from, relating to, received, receivable or     
otherwise distributed in respect of or in exchange for any or all of the        
Partnership/Membership Interests; (b) all additional rights to purchase         
interests in the Partnership or the LLC from time to time acquired by           
Debtor in any manner (which interests shall be deemed to be part of the         
Partnership/Membership Interests), the certificates or other instruments        
representing such additional interests, if any, and other personal property     
or proceeds from time to time received, receivable or otherwise distributed     
in respect of or in exchange for any or all of such additional interests or     
other rights; (c) any and all money, documents, instruments, chattel paper,     
investment property, letter-of-credit rights, accounts, deposit accounts,       
commercial tort claims, contract rights, general intangibles and other          
rights to payment arising from or under or as provided in the LLC Operating     
Agreement or Partnership Agreement, in each case, as the same may be            
amended, supplemented or modified from time to time; and (d) to the extent      
not covered by clauses (a), (b) and (c) above, all proceeds of any or all       
of the foregoing.  As used herein, the term "proceeds" shall have the           
meaning assigned that term under the Uniform Commercial Code (the "Code")       
as in effect in the State of California and the State of Illinois, as           
applicable.                                                                     

2.    All of Debtor's right, title and interest:  (a) as a
partner in and to the Partnership and as a member in and to the LLC,            
whether now owned or hereafter acquired, including, but not limited to, any     
management and voting rights with respect to the Partnership/Membership         
Interests, (b) all other property which, absent this Agreement would, now       
or hereafter, be distributable or distributed, transferable or transferred,     
payable or paid, or deliverable or delivered to Debtor as a partner in the      
Partnership or a member in the LLC, as applicable, whether at any time          
prior to, or in connection with, or after the dissolution of the                
Partnership or the LLC, if any, including, without limitation,                  
distributions of cash                                                           

ANNEX 2 - PAGE 1          

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and of property in kind by the Partnership or the LLC (collectively,  
"Distributions"), and (c) all other rights, interests, claims and other         
property of Debtor in any manner arising out of or relating to the              
Partnership/Membership Interests, whether such rights, interests, claims or     
other property are now owned or hereafter acquired by Debtor, whatever          
their respective kind or character, whether they are tangible or intangible     
property, and wheresoever they may exist or be located, including, without      
limitation, all equipment, goods, inventory, documents, instruments,            
chattel paper, investment property, letter-of-credit rights, money,             
accounts, deposit accounts, commercial tort claims, contract rights,            
general intangibles, and any proceeds from any of the foregoing (as such        
terms are defined in the Code), if any, now owned or hereafter acquired by      
Debtor and in any manner arising out of or relating to the                      
Partnership/Membership Interests, and further including, without                
limitation, all of the rights of Debtor as a holder of the                      
Partnership/Membership Interests to:  (1) operate the business of the           
Partnership or the LLC and deal with and receive the benefit from the           
Partnership's or the LLC's assets; (2) receive proceeds of any indemnity,       
warranty or guaranty under any agreement between Debtor and any other party     
or entity associated with the Partnership or the LLC or otherwise arising       
by operation of law for the account of Debtor, including any rights of          
equitable or implied indemnity arising in connection with any acts or           
omissions of Debtor in connection with the LLC or Partnership or their          
assets; (3) receive fees, income, rents, proceeds of sale, issues,              
earnings, deposits, receipts, royalties, revenues, recoveries,                  
compensation, permits, trade or business names, franchises, claims and          
causes of action arising out of or relating to the Partnership or the LLC,      
and all other rights, powers, property and remedies of Debtor with respect      
to any of the foregoing; and (4) access the Partnership's or the LLC's          
books and records and to the other information concerning or affecting the      
Partnership or the LLC.                                                         

In the event that suit is brought under any of the Loan Documents,    
any judgment obtained in or as a result of such suit shall be enforceable       
solely against the Collateral, and Debtor and its partners shall have no        
personal liability therefor.                                                    

ANNEX 2 - PAGE 2          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-Q’ Filing		Date		First		Last			Other Filings
Filed on:		11/14/02
For Period End:		9/30/02
		10/24/96		4		5
		9/30/96		1		4			10-Q
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