Exhibit 10.42
ASSIGNMENT OF LEASE
This Assignment of Lease ("Assignment") is made as of November 3, 2003
between BCI Eclipse, LLC, a New York limited liability company ("Assignor"), and
BCI Eclipse Company, LLC, a Minnesota limited liability company ("Assignee")
with reference to the following facts:
A. KS-611, LLC ("Landlord"), as landlord, and Brentwood Communications,
Inc., as Tenant, executed a lease dated as of August 6, 1999 ("Original Lease"),
a copy of which is attached and incorporated by reference as Exhibit A, pursuant
to which Landlord leased to Tenant and Tenant leased from Landlord that certain
property commonly known as 000 Xxxxxxxx Xxxxx, Xxxxxxx Xxxx, XX 00000 and more
particularly described in Exhibit A to the Original Lease, for a term of 62
months, commencing on October 1, 1999 and ending on November 30, 2004, which
Original Lease was amended (the "First Amendment") January 5, 2000 to provide
for commencement on January 10, 2000 and termination on March 9, 2005, subject
to earlier termination as provided in the Lease. (The Original Lease and the
Amended Lease are collectively referred to herein as the "Lease").
B. The Lease was assigned by Brentwood Communications, Inc. to Assignor
by an Assignment of Lease effective September 30, 2000.
C. Assignor desires to assign the Lease to Assignee, and Assignee
desires to accept the assignment of the Lease from the Assignor and assume
obligations under the Lease.
Therefore, for good and valuable consideration, the receipt and
adequacy of which are acknowledged, Assignor and Assignee agree as follows:
1. Assignment. Assignor assigns and transfers to Assignee all right, title, and
interest in the Lease and Assignee accepts from Assignor all right, title, and
interest, subject to the terms and conditions set forth in this Assignment.
2. Assumption of Lease Obligations. Assignee assumes and agrees to perform and
fulfill all the terms, covenants, conditions, and obligations required to be
performed and fulfilled by Assignor as lessee under the Lease accruing or
arising on or after the date of this Assignment, including the making of all
payments due to or payable on behalf of Lessor under the Lease as they become
due and payable.
3. Assignor's Covenants.
3.1 Assignor covenants that the copy of the Lease attached as Exhibit A
is a true and accurate copy of the Lease as currently in effect and
that there exists no other agreement affecting Assignor's tenancy under
the Lease.
3.2 Assignor covenants that the Lease is in full effect and no default
exists under the Lease, nor any acts or events which, with the passage
of time or the giving of notice or both, could become defaults.
6. Successors and Assigns. This Assignment shall be binding on and inure to the
benefit of the parties to it, their heirs, executors, administrators, successors
in interest, and assigns.
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7. Governing Law. This Assignment shall be governed by and construed in
accordance with California law.
8. 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.
The parties have executed this Assignment as of the date first above written.
BCI Eclipse, LLC BCI Eclipse Company, LLC
By: By:
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Xxxxx Xxxxxx, Manager Xxxxx X. Xxxxxxxxxx,
Chief Financial Officer
"Assignor" "Assignee"
CONSENT OF LANDLORD; RELEASE OF GUARANTEE
The undersigned, as Landlord under the Lease, consents to this Assignment of the
Lease to Assignee, and agrees that Assignee shall be solely obligated as tenant
under the Lease and the undersigned hereby releases Assignor from any
obligations under the Lease.
The undersigned, as Landlord under the Lease, hereby releases and terminates
Xxxxx Xxxxxx'x Guarantee of the Lease and releases Xxxxx Xxxxxx from any
obligations under the Guarantee.
The undersigned understands that information concerning this Assignment of the
Lease to Assignee and the related purchase by Assignee of certain of the assets
of Assignor is confidential, non-public information. The undersigned agrees that
it will maintain in confidence and not disclose such information without the
consent of the Assignee, nor will the undersigned use such information for any
purpose other than that for which it is disclosed to the undersigned.
KS-611, LLC
By: KS-700 Corporation, Its Manager
Dated: As of November 3, 2003 By:
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Xxxxx Xxxxxxxx, President
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