Prepared by
--------------------------
XXXXXX X. XXXXXX, ESQ.
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGMENT AND ASSUMPTION AGREEMENT (this "Agreement") is entered
into October __, 1996 by and among PLAZA ONE EXCHANGE PLACE LIMITED PARTNERSHIP
(formerly known as BT Exchange Place Limited Partnership), HARBORSIDE EXCHANGE
PLACE LIMITED PARTNERSHIP, HARBORSIDE URBAN RENEWAL ASSOCIATES L.P., PLAZA II
AND III URBAN RENEWAL ASSOCIATES L.P., PLAZA IV URBAN RENEWAL ASSOCIATES L.P.,
PLAZA V URBAN RENEWAL ASSOCIATES L.P., and PLAZA VI URBAN RENEWAL ASSOCIATES
L.P., all New Jersey limited partnerships having an address c/o Lang Wootton
Realty Advisors, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (collectively
"Assignors"), CALI HARBORSIDE (FEE) ASSOCIATES L.P., CAL-HARBOR II & III URBAN
RENEWAL ASSOCIATES L.P., CAL-HARBOR IV URBAN RENEWAL ASSOCIATES L.P., CAL-HARBOR
V URBAN RENEWAL ASSOCIATES L.P., CAL-HARBOR VI URBAN RENEWAL ASSOCIATES L.P. and
CAL-HARBOR VII URBAN RENEWAL ASSOCIATES, L.P., all New Jersey limited
partnerships having an address c/o Cali Realty Corporation, 00 Xxxxxxxx Xxxxx,
Xxxxxxxx, Xxx Xxxxxx 00000 (collectively "Assignees"), and THE NORTHWESTERN
MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation having an address at 000
X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000 ("Northwestern"), and PRINCIPAL
MUTUAL LIFE INSURANCE COMPANY, an Iowa corporation having an address at 000 Xxxx
Xxxxxx, Xxx Xxxxxx, Xxxx 00000-0000 ("Principal"; Northwestern and Principal
being collectively referred to herein as the "Lenders").
WITNESSETH:
WHEREAS, Lenders are the holders of:
(a) two (2) promissory notes dated December 5th, 1995 executed
by Assignors in the aggregate sum of Twenty Million ($20,000,000) Dollars (the
"Plaza I Notes"); and
(b) two (2) promissory notes dated December 5th, 1995 executed
by Assignors in the aggregate sum of One Hundred Ten Million ($110,000,000)
Dollars (the "Plaza II/III Notes"); and
WHEREAS, the Plaza II/III Notes are secured by:
(a) that certain Mortgage and Security Agreement dated
December 4th, 1995 made by Assignors in favor of Lenders and recorded December
7, 1995 in the Office of the Xxxxxx County Clerk in Mortgage Book 5805, Page 240
(the "Mortgage"); and
(b) that certain Absolute Assignment of Leases and Rents dated
December 4, 1995 made by Assignors in favor of Lenders and recorded on December
7, 1995 in the Office of the Xxxxxx County Clerk in Mortgage Book 5805, page 322
(the "Assignment"); and
(c) those certain UCC-1 Financing Statements listed on Exhibit
A annexed hereto (the "UCC-1s"; the Plaza II/III Notes, the Mortgage, the
Assignment and the UCC-1s being collectively referred to herein as the "Loan
Documents").
WHEREAS, the Plaza I Notes are to be satisfied, and Lenders are
releasing the property described on Exhibit B annexed hereto (the "Plaza I
Property") from the lien of the Mortgage and the Assignment; and
WHEREAS, it is the intention of the parties hereto that Assignors shall
assign, and Assignees shall assume, all rights and obligations under the Loan
Documents.
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the parties hereto agree as follows:
1. Assignors hereby grant, transfer and assign unto Assignees all right,
title and interest of Assignors in and to the Loan Documents as of the
date hereof.
2. Assignees hereby assume and agree to perform and be bound by the terms,
covenants, conditions and obligations accruing under the Loan Documents
as of the date hereof, subject to the terms of this Agreement.
3. Lender hereby acknowledges and consents to the assignment made by
Assignors to Assignees and the assumption made by Assignees pursuant to
this Agreement.
4. The Mortgage is hereby modified as follows:
(a) the term "US WEST Pension Trust" shall be deleted in its
entirety and replaced with "Cali Realty Corporation or Cali
Realty, L.P."
(b) In the Section of the Mortgage entitled "Financial
Statements", the paragraph beginning with the words "The
Audited Statements" on page 33 is hereby deleted and replaced
with the following:
"The Audited Statements shall (i) be prepared based
upon generally accepted accounting principles by a certified public
accountant satisfactory to Mortgagee, and the expense thereof shall be
borne by Mortgagors, and (ii) include or be accompanied by a written
statement by the accountants preparing or opining in regard to such
Audited Statements, in form and substance satisfactory to Mortgagee, in
the manner contemplated by New Jersey P.L. 1995, c.49, that such
accountants know that Mortgagee shall receive and rely upon such
Audited Statements."
5. Assignees acknowledge that the transfer of the Plaza II/III Property to
the Assignees is the one-time transfer permitted by the Due on Sale
provision of the Mortgage and that no subsequent transfers of the Plaza
II/III Property or Changes in the Proportionate Ownership of Purchaser
is allowed by the Mortgage.
6. This Agreement shall inure to the benefit of, and be binding upon, each
of the parties hereto and their respective successors and permitted
assigns.
7. This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof. The invalidity or
unenforceability of any term or provision hereof shall not render
invalid or unenforceable any other term or provision hereof, all of
which shall remain in full force and effect. This Agreement shall be
governed by and construed in accordance with the laws of the State of
New Jersey. This Agreement may not be amended except by a written
agreement signed by the party to be bound. All terms used herein and
not otherwise defined shall have the meaning ascribed in the Mortgage.
8. Pursuant to the "Due on Sale" Section of the Mortgage, the Lenders
hereby agree and acknowledge that the Assignors, as Mortgagors and
Borrowers under the Loan Documents, are released from liability under
the Loan Documents, except for the Environmental Indemnity Agreement
and the "Recourse Obligations", as defined in the Plaza I Notes and the
Plaza II/III Notes.
9. This Agreement may be executed in one or more counterparts, each which
when so executed and delivered shall be deemed an original, but all of
which taken together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
ASSIGNORS:
PLAZA ONE EXCHANGE PLACE
LIMITED PARTNERSHIP
By: One Harborside Corp.,
general partner
By:________________________
Name:
Title:
HARBORSIDE EXCHANGE PLACE LIMITED PARTNERSHIP
By: Two Harborside Corp.,
general partner
By:________________________
Name:
Title:
HARBORSIDE URBAN RENEWAL ASSOCIATES L.P.
By: One Exchange Place Corporation,
general partner
By:________________________
Name:
Title:
PLAZA II AND III URBAN RENEWAL ASSOCIATES L.P.
By: One Exchange Place Corporation,
general partner
By:________________________
Name:
Title:
PLAZA IV URBAN RENEWAL ASSOCIATES L.P.
By: One Exchange Place Corporation,
general partner
By:________________________
Name:
Title:
PLAZA V URBAN RENEWAL ASSOCIATES L.P.
By: One Exchange Place Corporation,
general partner
By:________________________
Name:
Title:
PLAZA VI URBAN RENEWAL ASSOCIATES L.P.
By: One Exchange Place Corporation,
general partner
By:________________________
Name:
Title:
ASSIGNEES:
CALI HARBORSIDE (FEE) ASSOCIATES, L.P.
By: Cali Sub X, Inc.,
general partner
By:_______________________
Name:
Title:
CAL-HARBOR II & III URBAN RENEWAL ASSOCIATES L.P.
By: Cali Sub X, Inc.,
general partner
By:_______________________
Name:
Title:
CAL-HARBOR IV URBAN RENEWAL ASSOCIATES L.P.
By: Cali Sub X, Inc.,
general partner
By:_______________________
Name:
Title:
CAL-HARBOR V URBAN RENEWAL ASSOCIATES L.P.
By: Cali Sub X, Inc.,
general partner
By:_______________________
Name:
Title:
CAL-HARBOR VI URBAN RENEWAL ASSOCIATES L.P.
By: Cali Sub XI, Inc.,
general partner
By:_______________________
Name:
Title:
CAL-HARBOR SO. PIER URBAN RENEWAL ASSOCIATES L.P.
By: Cali Sub XI, Inc.,
general partner
By:_______________________
Name:
Title:
CAL-HARBOR NO. PIER URBAN RENEWAL ASSOCIATES L.P.
By: Cali Sub XI, Inc.,
general partner
By:_______________________
Name:
Title:
CAL-HARBOR VII URBAN RENEWAL ASSOCIATES, L.P.
By: Cali Sub XI, Inc.,
general partner
By:_______________________
Name:
Title:
ASSIGNOR:
PLAZA ONE EXCHANGE PLACE
LIMITED PARTNERSHIP
By: One Harborside Corp.,
general partner
By:________________________
Name:
Title:
HARBORSIDE EXCHANGE PLACE LIMITED PARTNERSHIP
By: Two Harborside Corp.,
general partner
By:________________________
Name:
Title:
HARBORSIDE URBAN RENEWAL ASSOCIATES L.P.
By: One Exchange Place Corporation,
general partner
By:________________________
Name:
Title:
PLAZA II AND III URBAN RENEWAL ASSOCIATES L.P.
By: One Exchange Place Corporation,
general partner
By:________________________
Name:
Title:
PLAZA IV URBAN RENEWAL ASSOCIATES L.P.
By: One Exchange Place Corporation,
general partner
By:________________________
Name:
Title:
PLAZA V URBAN RENEWAL ASSOCIATES L.P.
By: One Exchange Place Corporation,
general partner
By:________________________
Name:
Title:
PLAZA VI URBAN RENEWAL ASSOCIATES L.P.
By: One Exchange Place Corporation,
general partner
By:________________________
Name:
Title:
LENDER:
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
By:________________________
Name:
Title:
PRINICIPAL MUTUAL LIFE INSURANCE COMPANY
By:________________________
Name:
Title:
State of )
)ss.:
County of )
On the __ day of October in the year 1996 before me personally came
_____________________ to me known, who, being by me duly sworn, did depose and
say that he resides in ________________________; that he is the
____________________ of THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, the
corporation described in and which executed the above instrument; that he knows
the seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the board of directors of
said corporation, and that he signed his name thereto by like authority.
--------------------------
Notary Public
My Commission Expires: (Notarial Seal)
State of )
)ss.:
County of )
On the __ day of October in the year 1996 before me personally came
_____________________ to me known, who, being by me duly sworn, did depose and
say that he resides in ________________________; that he is the
____________________ of PRINCIPAL MUTUAL LIFE INSURANCE, the corporation
described in and which executed the above instrument; that he knows the seal of
said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the board of directors of said
corporation, and that he signed his name thereto by like authority.
--------------------------
Notary Public
My Commission Expires: (Notarial Seal)
State of New York )
)ss.:
County of New York )
On the __ day of October in the year 1996 before me personally came
_____________________ to me known, who, being by me duly sworn, did depose and
say that he resides in ________________________; that he is the
____________________ of the _________________________, the corporation described
in and which executed the above instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the board of directors of said
corporation, and that he signed his name thereto by like authority.
--------------------------
Notary Public
My Commission Expires: (Notarial Seal)
State of )
)ss.:
County of )
On the __ day of October in the year 1996 before me personally came
_____________________ to me known, who, being by me duly sworn, did depose and
say that he resides in ________________________; that he is the
____________________ of the _________________________, the corporation described
in and which executed the above instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the board of directors of said
corporation, and that he signed his name thereto by like authority.
--------------------------
Notary Public
My Commission Expires: (Notarial Seal)
