ASSIGNMENT OF LEASE
STATE OF TEXAS
COUNTY OF DALLAS
This Assignment of Lease is made by and between VR PARTNERS
I, L.P., a Texas limited partnership ("Assignor"), and AEI Net
Lease Income & Growth Fund XIX Limited Partnership, as to an
undivided fifty percent (50.0%) interest as a tenant in common,
and AEI Net Lease Income & Growth Fund XX Limited Partnership, as
to an undivided fifty percent (50.0%) interest as a tenant in
common (together, collectively the "Assignee").
WITNESSETH:
Assignor (or its predecessors in interest) has heretofore
entered into that certain Lease (the "Lease") with Tractor Supply
Company, as tenant (the "Tenant") dated September 16, 1997, as
amended by that certain Amendment No. 1 dated December 15, 1997,
which Lease covers the Property located at 0000 X. Xxxxxxxx Xxxx,
Xxxxxxxx, Xxxxx as more particularly described on Exhibit "A"
attached hereto and made a part hereof (the "Property"). A copy
of the Lease is attached hereto as Exhibit "B" and made a part
hereof.
As part of a simultaneous sale by Assignor and purchase by
Assignee of the Property, Assignee desires to purchase from
Assignor, and Assignor desires to sell and assign to Assignee,
the Lease and the leasehold estate created thereby.
Assignor is the Landlord under the Lease with full right and
title to assign the Lease and the rent to Assignee as provided
herein. The Lease is valid, in full force and effect and has not
been modified or amended, except as shown in Exhibit "B" attached
hereto and made a part hereof. To Assignor's actual knowledge,
there is no default by Tenant under the Lease and no rent has
been waived.
NOW, THEREFORE, for and in consideration of the premises and
the agreements and covenants herein set forth, together with the
sum of Ten and No/100 Dollars ($10.00) and other good and
valuable consideration this day paid and delivered by Assignee
and Assignor, the receipt and sufficiency of all of which by
Assignor are hereby confessed and acknowledged, Assignor does
hereby ASSIGN, TRANSFER, SET OVER and DELIVER unto Assignee all
of Assignor's right, title and interest in and to all of the
Lease and the leasehold estates created thereby, and all of the
rights, benefits and privileges of the landlord thereunder,
including without limitation an amount of cash equal to all
security deposits and prepaid rentals made under the Lease and
not forfeited, credited or returned to Tenant, but subject to all
terms, conditions, reservations and limitations set forth in the
Lease.
TO HAVE AND TO HOLD the Lease unto Assignee, its successors
and assigns, and Assignor does hereby bind itself and its
successors to WARRANT and FOREVER DEFEND the Lease unto Assignee,
its successors and assigns, against every person whomsoever
lawfully claiming or attempting to claim same, or any part
thereof.
It is specifically agreed that Assignor shall not be
responsible to the Tenant under the Lease for the discharge and
performance of any and all duties and obligations to be performed
and/or discharged by the landlord thereunder, which shall accrue
or be performable from and after the date hereof. Assignee hereby
agrees to indemnify and hold Assignor harmless from and against
any and all loss, liability, claims or causes of action asserted
by the Tenant under the Lease arising out of or relating to
causes of action accruing from and after the date hereof from a
breach of the obligations of the landlord under the Lease.
Assignor hereby agrees to indemnify and hold Assignee
harmless from and against any and all loss, liability, claims or
causes of action asserted by the Tenant under the Lease arising
out of or relating to causes of action arising prior to the date
hereof from a breach of the obligations of the landlord under the
Lease.
All of the covenants, agreements, terms and conditions set
forth herein shall be binding upon and shall inure to the benefit
of the parties hereto and their respective heirs, successors and
assigns.
Assignor shall direct the tenant and any successor tenant
under the Lease to pay to Assignee the Rent and all other
monetary obligations due or to become due under the Lease for the
period beginning on the Effective Date.
This Assignment shall be governed by and construed in
accordance with the laws of the state of Texas.
All rights and obligations of Assignee and Assignor
hereunder shall be binding upon and inure to the benefit of
Assignor, Assignee and the heirs, successors and assigns of each
such party.
This Assignment may be executed in any number of
counterparts, each of which shall be effective only upon delivery
and thereafter shall be deemed an original, and all of which
shall be taken to be one and the same instrument, for the same
effect as if all parties hereto had signed the same signature
page. Any signature page of this Assignment may be detached from
any counterpart of this Assignment without impairing the legal
effect of any signatures thereon and may be attached to another
counterpart of this Agreement identical in form hereto but having
attached to it one or more additional signature pages.
IN WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment of Lease this the ___ day of March, 2006.
ASSIGNOR:
VR PARTNERS I, L.P.
By: VR Partners, Inc., General Partner
By: /s/ Xxxxxxx XxXxxx
Xxxxxxx XxXxxx, President
STATE OF TEXAS )
) ss.
COUNTY OF DALLAS )
This instrument was acknowledged before me on the 7th day of
March, 2006, by Xxxxxxx XxXxxx, acting in his capacity as
President of VR Partners, Inc., General Partner of VR PARTNERS I,
L.P., A Texas Limited Partnership, and on behalf of said
Partnership.
[Notarial Seal]
/s/ Xxxxxx X Xxxxxx
Notary Public, State of Texas
My Commission Expires:
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
ASSIGNEE:
AEI NET LEASE INCOME & GROWTH
FUND XIX LIMITED PARTNERSHIP,
a Minnesota limited partnership
By: AEI Fund Management XIX, Inc.,
a Minnesota corporation,
its General Partner
By: /s/ Xxxxxx X Xxxxxxx
Xxxxxx X. Xxxxxxx, its President
STATE OF MINNESOTA )
) ss.
COUNTY OF XXXXXX )
The foregoing was acknowledged before me this ____ day of March,
2006, by Xxxxxx X. Xxxxxxx, in his capacity as the President of
AEI Fund Management XIX, Inc., a Minnesota corporation, the
General Partner of AEI Net Lease Income & Growth Fund XIX Limited
Partnership, a Minnesota limited partnership, who acknowledged
the execution of the foregoing instrument to be the voluntary act
and deed of said corporation by authority of its board of
directors on behalf of the partnership.
[Notarial Seal] /s/ Xxxxxxxx X Xxxxxxxx
Print Name: Xxxxxxxx X Xxxxxxxx
My Commission Expires: 1/31/2010
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
AEI NET LEASE INCOME & GROWTH
FUND XX LIMITED PARTNERSHIP,
a Minnesota limited partnership
By: AEI Fund Management XX, Inc.,
a Minnesota corporation,
its General Partner
By: /s/ Xxxxxx X Xxxxxxx
Xxxxxx X. Xxxxxxx, its President
STATE OF MINNESOTA )
) ss.
COUNTY OF XXXXXX )
The foregoing was acknowledged before me this ____ day of March,
2006, by Xxxxxx X. Xxxxxxx, in his capacity as the President of
AEI Fund Management XX, Inc., a Minnesota corporation, the
General Partner of AEI Net Lease Income & Growth Fund XX Limited
Partnership, a Minnesota limited partnership, who acknowledged
the execution of the foregoing instrument to be the voluntary act
and deed of said corporation by authority of its board of
directors on behalf of the partnership.
[Notarial Seal] /s/ Xxxxxxxx X Xxxxxxxx
Print Name: Xxxxxxxx X Xxxxxxxx
My Commission Expires: 1/31/2010
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
EXHIBIT A
Legal description
Being Xxx 0, xx Xxxxx 0 xx Xxxx Xxxx X.X. 00 Addition, an Addition
to the City of Mesquite, Dallas County, Texas, according to the Map
thereof recorded in Volume 98001, Page 61, of the Map Records of
Dallas County, Texas and being more particularly described as
follows:
Being a tract of land in the Xxxxxx Bethrum Survey, Abstract No.
170 and being all of Xxx 0, Xxxxx 0, Xxxx Xxxx XX 80 Addition, an
addition to the City of Mesquite, recorded in Volume 98001, Page
61, Map Records of Dallas County, Texas and being more particularly
described as follows:
Beginning at a 1/2 inch iron rod set with a red plastic cap stamped
WAI for corner in the easterly right of way of Belt Line Road,
(100' ROW), and said iron being the southwesterly corner of Xxx 0,
Xxxxx 0 of said Belt Line US 80 Addition, recorded in Volume 86144,
Page 1792, Map Records of Dallas County,
Texas;
THENCE, departing from said Belt Line Road, along the southerly
line of said Xxx 0, Xxxxx 0, Xxxxx 00 degrees 27 minutes 35 seconds
East, a distance of 200.12 feet to a 3/4 inch iron rod found for
corner, said iron rod being the southeastern corner of said Xxx 0,
Xxxxx 0, and being the southwesterly corner
of Xxxxx Enterprises, L.L.C., recorded in Volume 99202, Page 0000,
Xxxx Xxxxxxx xx Xxxxxx Xxxxxx, Xxxxx;
THENCE, along the southerly line of said Xxxxx tract, South 87
degrees 53 minutes 52 seconds East, a distance of 338.13 feet to a
1/2 inch iron rod set with a red plastic cap stamped WAI for
corner, said iron being the southwesterly corner of said Xxxxx
tract and being in the westerly line of a tract of land to the City
of Dallas, recorded in Volume 2190, Page 0000, Xxxx Xxxxxxx xx
Xxxxxx Xxxxxx, Xxxxx;
THENCE, along the westerly line of said tract to the City of
Dallas, South 03 degrees 35 minutes 36 seconds West, a distance of
301.27 feet to a 1/2 inch iron rod found for corner, said iron rod
being a separate tract of land to the City of Dallas;
THENCE, along the northerly line of said separate tract to the City
of Dallas, North 87 degrees 53 minutes 52 seconds West, a distance
of 530.64 feet to a 1/2 inch iron rod set with a red plastic cap
stamped WAI for corner in the easterly right of way of said Belt
Line Road;
THENCE, along the easterly line of said Belt Line Road, North 02
degrees 08 minutes 49 seconds East, a distance of 302.70 feet to
the POINT OF BEGINNING;
CONTAINING within these metes and bounds is 3.699 acres or 161,110
square feet of land, more or less. Bearings cited herein are based
upon a plat of Xxx 0, Xxxxx 0, Xxxx Xxxx XX 80 Addition, an
addition to the City of Mesquite, recorded in Volume 98001, Page
61, Map Records of Dallas County, Texas.
EXHIBIT B
Lease dated September 16, 1997 between Tractor Supply Company, a Delaware
corporation, as tenant and VR Partners I, L.P., successors in interest to
Greenway Enterprises, Inc., a Texas corporation, as Landlord, as amended
by document dated December 1, 1997.
