ASSIGNMENT OF LESSEE'S INTEREST IN LEASE
AND ASSUMPTION AGREEMENT
THIS AGREEMENT, effective the ___ day of _____________, 1996, by and
between Goldmark, Inc., an Indiana corporation whose address is 0000 Xxxx 00xx
Xxxxxx, Xxxxxxxxxxxx, XX 00000, hereinafter called "Assignor", Wigest
Corporation, an Indiana corporation, whose address is 0000 Xxxx 00xx Xxxxxx,
Xxxxx 000, Xxxxxxxxxxxx, XX 00000, hereinafter called "Assignee", and Royale
Investments, Inc., a Minnesota corporation, whose address is 0000 Xxxx Xxxxx,
Xxxxxxxxxxx, XX 00000-0000, hereinafter called "Lessor",
WITNESSETH for value received the parties agree as follows:
Assignor hereby conveys, transfers and assigns to Assignee all of its
right, title and interest in and to that certain Building Lease dated July 2,
1991 by and between Assignor, as lessee, and Super Valu Stores, Inc., a Delaware
corporation, now known as SUPERVALU INC., as the original lessor, to Assignee.
Lessor herein has succeeded to the lessor's interest in the Building Lease
pursuant to an acquisition thereof in 1992. Said Building Lease was amended by
a First Amendment to Lease dated as of June 25, 1992, and the Building Lease, as
amended, is hereinafter referred to as the "Lease". The Lease demises all of
the real estate ("Premises") described on Exhibit "A" attached hereto, subject
to the terms and conditions hereof. A Short Form Lease dated November 2, 1992,
evidencing said Lease was recorded in the office of the Xxxxxx County Recorder,
Indiana, on November 27, 1992, as Instrument No. 91-123140 all as further
subject to the terms and conditions of the Subordination, Non-Disturbance and
Attornment dated June 25, 1992, and recorded as Instrument No. 92-83882.
Assignor does hereby covenant with Assignee that it has good right to sell,
assign and transfer Assignor's interest in the Lease and that said interest is
free from all encumbrances except as specified on Exhibit "B" attached hereto
and made a part hereof. Additionally, Assignor will warrant and defend this
assignment and Assignor's interest assigned hereby to Assignee, its successors
and assigns, against each and every person or persons lawfully claiming or to
claim against same, subject only to the encumbrances hereinbefore mentioned.
Further, Assignor does hereby represent and warrant to Assignee that
Assignor has taken all necessary corporate action required to fully authorize
execution and delivery of this Assignment and future performance hereunder, and
that said execution, delivery or performance does not and will not contravene,
violate or cause a default under any agreement, corporation by-law, article of
incorporation, certificate of incorporation or other organizational document to
which Assignor or
its shareholders, officers or directors are bound in connection with the
formation and/or operation of Assignor as a legal entity.
This Assignment and Assumption shall constitute a perfected, absolute and
present assignment and assumption. From and after the date hereof, Assignee is
and shall be entitled to enforce the Lease the same as Assignor might or could
have done were this Agreement not executed, but at the sole cost and expense of
Assignee. Assignee is and shall be obligated to perform and discharge, and does
hereby assume and undertake to perform and discharge, all obligations, duties or
liabilities required of the Assignor under said Lease as far as the Lessor is
concerned whether such obligations, duties, or liabilities arose prior to or
subsequent to the date hereof.
Lessor does hereby consent to the above assignment and assumption and does
hereby attorn to and recognize Assignee as its lessee pursuant to the Lease from
and after the date hereof.
Assignor shall and does hereby agree to indemnify and hold harmless
Assignee from any and all liability, loss or damage which Assignee may or might
incur under said Lease by reason of events occurring on or prior to the date
hereof and from any and all claims and demands whatsoever which may be asserted
against Assignee by reason of any obligations or undertaking on Assignor's part
to perform or discharge on or prior to the date hereof pursuant to any of the
terms, covenants or agreements contained in said Lease. In the event the
Assignee shall incur any such liability, or in the defense of any such claims or
demands, then the amount thereof (including costs, expenses and reasonable
attorneys' fees) shall be payable by Assignor and Assignor shall reimburse the
Assignee therefore immediately upon demand.
Assignee shall and does hereby agree to indemnify and hold harmless
Assignor from any and all liability, loss or damage which Assignor may or might
incur under said Lease by reason of events occurring after the date hereof and
from any and all claims and demands whatsoever which may be asserted against
Assignor by reason of any obligations or undertaking on Assignee's part to
perform or discharge after the date hereof pursuant to any of the terms,
covenants or agreements contained in said Lease. In the event the Assignor
shall incur any such liability, or in the defense of any such claims or demands,
then the amount thereof (including costs, expenses and reasonable attorneys'
fees) shall be payable by Assignee and Assignee shall reimburse the Assignor
therefore immediately upon demand. Assignee does hereby attorn to and recognize
Lessor as its lessor pursuant to the Lease from and after the date hereof.
This Agreement may be executed in counterparts, and when so executed shall
constitute one agreement, binding on all parties, hereto, notwithstanding that
they are not signatory to the original or same counterpart.
IN WITNESS WHEREOF, the parties have executed this Agreement this ___ day
of _________________, 1996.
ASSIGNOR:
Goldmark Inc., an Indiana corporation
By:
------------------------------------
Xxxx X. Xxxxxx
Its President
STATE OF INDIANA )
)ss.
COUNTY OF XXXXXX )
The foregoing instrument was acknowledged before me this ___ day of
_____________, 1996, by Xxxx X. Xxxxxx, the President of Goldmark Inc., an
Indiana corporation on behalf of said corporation.
----------------------------
Notary Public
-3-
ASSIGNEE:
Wigest Corporation, an Indiana corporation
By:
------------------------------------------
Its:
---------------------------------------
STATE OF INDIANA )
)ss.
COUNTY OF XXXXXX )
The foregoing instrument was acknowledged before me this ___ day of
____________, 1996, by ______________________, the _____________________ of
Wigest Corporation, a Indiana corporation, on behalf of said corporation.
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Notary Public
-4-
LESSOR:
Royale Investments, Inc., a Minnesota
corporation
By:
-----------------------------------------
Its:
-----------------------------------
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this ___ day
of____________, 1996, by ______________________, the ______________________ of
Royale Investments, Inc., a Minnesota corporation, on behalf of said
corporation.
-----------------------------------
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
PARSINEN XXXXXX XXXXXX & XXXX P.A.
000 XXXXX XXXXX XXXXXX, XXXXX 0000
XXXXXXXXXXX, XXXXXXXXX 00000
(000) 000-0000
-5-
EXHIBIT "A"
LEGAL DESCRIPTION
PARCEL I:
Part of the Northwest Quarter of Section One, Township 15 North, Range 2 East of
the Second Principal Meridian, in Xxxxxx County, Indiana, more particularly
described as follows:
Commencing at the Northwest corner of said Northwest Quarter Section; thence
South 00 degrees 05 minutes 20 seconds East (assumed bearing) along the West
line thereof a distance of 719.07 feet; thence North 88 degrees 56 minutes 12
seconds East a distance of 1367.02 feet; thence North 00 degrees 13 minutes 23
seconds West a distance of 25.51 feet; thence North 88 degrees 49 minutes 52
seconds East a distance of 115.65 feet to the point of beginning; thence North
01 degrees 03 minutes 48 seconds West a distance of 390.56 feet to a curve
having a radius of 97.50 feet, the radius point of which bears North 88 degrees
56 minutes 12 seconds East; thence Northeasterly along the arc of said curve
118.32 feet to a point which bears North 21 degrees 31 minutes 51 seconds West
from said radius point; to a point which bears North 21 degrees 31 minutes 51
seconds West from said radius point; thence North 68 degrees 28 minutes 09
seconds East a distance of 103.84 feet; thence North 00 degrees 57 minutes 20
seconds West a distance of 94.92 feet to the South right of way South 46 degrees
06 minutes 21 seconds East a distance of 32.09 feet to a line which is parallel
with the West line of the East Half of the Northwest Quarter and 732.6 feet
(11.1 Chains Deed, 732.43 measured East as measured along the North line
thereof; thence along said parallel line South 00 degrees 13 minutes 23 seconds
East a distance of 588.64 feet; thence South 88 degrees 49 minutes 52 seconds
West a distance of 616.78 feet to the point of beginning.
PARCEL II:
Non-exclusive easements for ingress and egress by pedestrian or vehicular, for
parking and for utilities for the benefit of Parcel I as created by that certain
Reciprocal Easement Agreement dated January 24, 1991 and recorded January 25,
1991 as Instrument #91-7845 by and between Super Valu Stores, Inc. and Tenth and
465 Associates, L.P., over and across the following described real estate:
Part of the Northwest Quarter of Section One, Township 15 North, Range 2 East of
the Second Principal Meridian, in Xxxxxx County, Indiana, more particularly
described as follows:
Commencing at the Northwest corner of said Northwest Quarter Section; thence
South 00 degrees 05 minutes 20 seconds East (assumed bearing) along the West
line thereof a distance of 719.07 feet; thence North 88 degrees 56 minutes 12
seconds East a distance of 331.29 feet to the point of beginning (said point
being on the Easterly right of way line of Beachway Drive, an access roadway
established by the State Highway Department of Indiana, per plans for Interstate
Project #465-4(16), dated 1959, (the next six described courses being along the
said Easterly right of way line); 1) thence North 61 degrees 47 minutes 39
seconds East a distance of 32.34 feet to a curve having a radius of
449.26 feet, the radius point of which bears North 25 degrees 45 minutes 00
seconds West; 2) thence Northeasterly along the arc of said curve a distance of
274.44 feet to a point which bears South 60 degrees 45 minutes 00 seconds East
from radius point; 3) thence North 29 degrees 15 minutes 00 seconds East a
distance of 100.00 feet to a curve having a radius of 269.26 feet, the radius
point of which bears South 60 degrees 45 minutes 00 seconds East; 4) thence
Northeasterly along the arc of said curve a distance of 386.69 feet to a point
which bears North 00 degrees 45 minutes 00 seconds West from said radius point;
5) thence North 89 degrees 15 minutes 00 seconds East a distance of 145.00 feet
to a curve having a radius of 152.00 feet, the radius point of which bears North
00 degrees 45 minutes 00 seconds West; 6) thence Northwesterly along the arc of
said curve a distance of 238.76 feet to a point which bears North 89 degrees 15
minutes 00 seconds East from said radius point, said point also being on the
South right of way line of West 10th Street (the next four described courses
being along said South right of way line); 1) thence North 86 degrees 16 minutes
25 seconds East a distance of 146.95 feet; 2) thence North 75 degrees 49 minutes
56 seconds East a distance of 51.45 feet; 3) thence North 84 degrees 05 minutes
39 seconds East a distance of 57.53 feet; 4) thence North 89 degrees 05 minutes
39 seconds East a distance of 160.32 feet; thence South 00 degrees 57 minutes 20
seconds East a distance of 94.92 feet; thence South 68 degrees 28 minutes 09
seconds West a distance of 103.84 feet to a curve having a radius of 97.50 feet,
the radius point of which bears South 21 degrees 31 minutes 51 seconds East;
thence Southwesterly along the arc of said curve a distance of 118.32 feet to a
point which bears South 88 degrees 56 minutes 12 seconds West from said radius
point; thence South 01 degrees 03 minutes 48 seconds East a distance of 390.56
feet; thence South 88 degrees 49 minutes 52 seconds West a distance of 115.65
feet; thence South 00 degrees 13 minutes 23 seconds East a distance of 25.51
feet; thence south 88 degrees 56 minutes 12 seconds West a distance of 1035.73
feet to the point of beginning.
EXHIBIT "B"
LIST OF ENCUMBRANCES
(NONE)
CONSENT OF AMERICAN UNITED LIFE INSURANCE COMPANY ASGNM
WHEREAS, American United Life Insurance Company ("AUL") is the mortgagee of
record with respect to an Indenture of Mortgage and Security Agreement with
Assignment of Rents dated June 1, 1992, and recorded June 26, 1992, as
Instrument No. 92-83880 in the office of the Xxxxxx County Recorder, Indiana,
(the "Mortgage"), which mortgage was executed by Royale Investments, Inc., a
Minnesota corporation, as mortgagor; and
WHEREAS, AUL has further entered into a Subordination, Non-Disturbance and
Attornment Agreement dated June 25, 1992, (the "Subordination Agreement"),
recorded June 26, 1992, as Instrument No. 92-83882, with Goldmark, Inc., as the
tenant, of the property which is the subject of the Mortgage and Subordination
Agreement; and
WHEREAS, AUL is also the assignee pursuant to an Assignment of Rents,
Leases and Agreements dated June 1, 1992, and recorded June 26, 1992, as
Instrument No. 92-83881 in the office of the Xxxxxx County Recorder, wherein
Royale Investments, Inc., was the assignor, (hereinafter referred to as the
"Assignment").
NOW, THEREFORE, for $10.00 and other good and valuable consideration,
receipt of which is hereby acknowledged, AUL does hereby consent to and approve
the assignment of the Lessee's Interest in Lease referenced in the attached
Assignment of Lessee's Interest in Lease and Assumption Agreement (the
"Assignment of Lease"), pursuant to which Assignment of Lease Goldmark, Inc.
assigned all of its right, title and interest to Wigest Corporation, an Indiana
corporation, such consent and approval being subject to the terms and conditions
of the Assignment of Lease, provided further that Wigest Corporation's interest
shall be and remains subject to the terms and conditions of the Mortgage, the
Subordination Agreement, and the Assignment of Rents and other related
collateral mortgage documents.
IN WITNESS WHEREOF this consent has been executed this ___ of ___________,
1996.
AMERICAN UNITED LIFE INSURANCE
COMPANY, an Indiana corporation
By:
-------------------------------
Its:
------------------------------
STATE OF INDIANA )
)ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this ___ day of
___________, 1996, by ______________________ the ______________________ of
American United Life Insurance Company, an Indiana corporation, on behalf of the
corporation.
-----------------------------------
Notary Public
CONSENT OF SUPERVALU INC. ASGNM
WHEREAS, SUPERVALU INC., a Delaware corporation, ("SUPERVALU") was formerly
known as Super Valu Stores, Inc.; and
WHEREAS, SUPERVALU entered into a certain Companion Lease with Royale
Investments, Inc. as lessor and SUPERVALU as lessee, a Memorandum of said Lease
being dated June 25, 1992 was recorded June 26, 1992, as Instrument No. 92-83879
in the office of the Xxxxxx County Recorder, Indiana, the leased premises
referred to in said SUPERVALU lease being the same premises which are the
subject of the Lease described in the attached Assignment of Lessee's Interest
in Lease and Assumption Agreement and the Indenture of Mortgage and Security
Agreement with Assignment of Rents recorded as Instrument No. 92-83880 in favor
of American United Life Insurance Company, as mortgagee, recorded in the office
of the Xxxxxx County Recorder; and
WHEREAS, SUPERVALU entered into a certain Guaranty Agreement dated June 25,
1992, by and between SUPERVALU and Royale Investments, Inc., wherein SUPERVALU
guaranteed certain terms and conditions of the Lease identified in the attached
Assignment of Lessee's Interest in Lease and Assumption Agreement.
NOW, THEREFORE, for $10.00 and other good and valuable consideration,
receipt of which is hereby acknowledged, the undersigned SUPERVALU does hereby
consent to and approve the Assignment of the Lessee's interest in the Lease
referenced in the attached Assignment of Lessee's Interest in Lease and
Assumption Agreement (the "Assignment of Lease"), pursuant to which Assignment
of Lease Goldmark, Inc. assigned all of its right, title and interest in and to
Wigest Corporation, an Indiana corporation, such consent and approval are
subject to the terms and conditions of the Assignment of Lease. All terms and
conditions of said SUPERVALU Guaranty Agreement dated June 25, 1992, remain in
full force and effect undisturbed by said Assignment of Lease, including the
June 25, 2002 expiration date of said Guaranty Agreement.
IN WITNESS WHEREOF this consent has been executed this ___ of ___________,
1996.
SUPERVALU INC., a Delaware corporation
By:
-----------------------------------
Its:
----------------------------------
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this ___ day of
___________, 1996, by _______________________ the ________________________ of
SUPERVALU INC., a Delaware corporation, on behalf of the corporation.
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Notary Public
