Exhibit 10.45.1
ASSIGNMENT OF LEASE
AND OWNER'S CONSENT
Agreement made this 13th day of June 1996 between ESMOR, INC., a
corporation of the State of Delaware located at 0000 Xxxx Xxxxxx, Xxxxx 0000,
Xxxxxxxx, Xxxxxxx 00000 (hereinafter "Esmor"), and CORRECTIONS CORPORATION OF
AMERICA, a corporation of the State of Delaware located at 000 Xxxxxxxx
Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000 (hereinafter "CCA").
RECITALS
Esmor entered into a lease (hereinafter the "Lease") as Tenant, on December
15, 1993, effective December 15, 1993, with Elberon Development Co. of 000
Xxxxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 (hereinafter "Elberon") with
respect to premises 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx (a portion of Xxxxx
0, Xxx 000-X-00 on the Tax Map of the City of Xxxxxxxxx), a true copy of the
Lease being attached hereto and incorporated herein as Exhibit A. Esmor desires
to assign and CCA desires to assume, the rights, duties and liabilities of Esmor
as Tenant under the Lease. Elberon, as Owner under the Lease, is willing to
consent to the assignment by Esmor to CCA of all of Esmor's rights, title and
interest as Tenant under the Lease and to the assumption by CCA of all
obligations under the Lease, except as to the deposit security as provided in
paragraph 24 of the Lease which matter is otherwise herein provided for.
NOW, THEREFORE, for valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
(1) Esmor does hereby assign, transfer and set over to CCA all of its
rights, title and interest as Tenant under the Lease except as to the deposit
security provided in paragraph 24 of the Lease, the subject of a separate
Agreement between Elberon and Esmor.
(2) CCA herewith deposits with Elberon security in the amount of Fifty One
Thousand Four Hundred Nine and 04/100 Dollars ($51,409.04) to be held and
applied by Elberon as provided in paragraph 24 of the Lease and hereby assumes
each and every other Lease obligation and agrees to perform and discharge these
obligations in full and timely accordance with all of their terms. -CCA
performance of the Lease obligations
ATTEST: ESMOR, INC.
Xxxxx Xxxxxxxx Xxxxx X. Xxxxxxxx
Secretary President
ATTEST:
Secretary CORRECTIONS CORP OF AMERICA.
By: Chairman & CEO
CONSENT OF OWNER
Elberon, as Owner under the Lease, effective upon receipt of the sum of
Fifty One Thousand Four Hundred Nine and 04/100 Dollars ($51,409.04) security
from CCA as above provided, consents to the assignment by Esmor of Esmor's
rights, title and interest as Tenant under the Lease to CCA and to the
assumption by CCA of all obligations under the Lease.
This consent to the assignment and assumption shall not be deemed a release
of Esmor from any liability or responsibility under the Lease incurred or
existing either prior to, as of the date of this consent or subsequent thereto,
any such release to be the subject of a separate independent agreement with
Esmor.
Excepting only as above provided with respect to deposit security
(paragraph 24 of the Lease), no provision of this consent alters or modifies any
of the terms and conditions of the Lease, including the requirement that the
written consent of Owner be obtained with respect to any future assignment of
the Lease.
WITNESS: ELBERON DEVELOPMENT CO.
By: Xxxx X. Xxxxxxxxx
Dated: June 12 1996
AGREEMENT
Agreement made this 12th day of June 1996, between Elberon Development Co.
of 000 Xxxxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx 0000 6 (hereinafter "Owner") and
Esmor, Inc., a Delaware Corporation of 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx,
Xxxxxxx 00000 (hereinafter "Tenant").
RECITALS
Owner and Tenant entered into a lease covering premises 000 Xxxxx Xxxxxx,
Xxxxxxxxx, Xxx Xxxxxx, dated December 13, 1993, effective December 15, 1993
(hereinafter the "Lease"), which Lease Tenant desires to assign to Corrections
Corporation of America (hereinafter "CCA"), CCA to deposit with Owner new
security to be held and applied as provided in paragraph 24 of the Lease. All
other obligations of Tenant under the Lease also to be assumed by CCA.
Owner is willing to release Tenant from future performances of Lease
obligations and to refund the security heretofore deposited by Tenant in
accordance with paragraph 24 of the Lease but only upon the terms and conditions
herein set forth.
For valuable consideration, Owner will release Tenant from future
performances of Lease obligations and return the $47,454.50 security within
thirty (30) days after:
1. the receipt by Owner of replacement security from CCA;
2. the payment in full to Owner by Tenant of all outstanding invoices;
3. the receipt by Owner from Tenant of a true copy of its application for a
Letter of Non-Applicability (LNA) from the New Jersey Department of
Environmental Protection (DEP) evidencing that the assignment from tenant to CCA
is not a covered transaction under the New Jersey Industrial Site Recovery Act;
4. the receipt by Owner of the required consent of Phoenix Mutual Insurance
Co., mortgagee of the premises, to the assignment of the Lease by Tenant to CCA
and to this Agreement;
5. the receipt by Owner from Tenant of its agreement to indemnify and hold
Owner harmless of any and all claims, actions, proceedings, judgments, awards,
charges and all costs and expenses, including, but not limited to, attorneys'
fees and costs arising out of or in any way related to the tenancy of Tenant
under the Lease, and evidence in form satisfactory to Owner of the Lease general
liability insurance coverage continuing in effect for any claims made within two
(2) years from the effective date of the assignment of the Lease by Tenant to
CCA; and
6. the receipt of payment by Owner from Tenant in reimbursement of Owner's
attorneys Owner's attorneys' invoice for services rendered in connection with
the Lease assignment and assumption agreement between Tenant and CCA, Owner's
consent thereto and this conditional release agreement.
Tenant hereby agrees to promptly perform items 2, 3, 5 and 6 above.
WITNESS: ELBERON DEVELOPMENT CO.
By: Xxxx X. Xxxxxxxxx
ATTEST: ESMOR, INC.
Xxxxx Xxxxxxxx By: Xxxxx X. Xxxxxxxx-President
Secretary
INDEMNITY AND HOLD HARMLESS
Esmor, Inc. agrees, for good and valuable consideration including but not
limited to Xxxx X. Xxxxxxxxx, T/A Elberon Development Co.'s ("Owner") consent of
the assignment of Esmor's lease of 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx to
Corrections Corporation of America ("CCA"), that Esmor will indemnify and hold
Owner harmless from any and all claims, actions, or proceedings, judgments,
awards, charges, costs and expenses, including but not limited to, reasonable
attorney fees, (1) arising out of Esmor's occupation and use of the premises,
(2) any work or thing done in or about the premises by or on behalf of Esmor,
(3) any breach or default by Esmor in performing any obligation under the lease,
or (4) any act or negligence of Esmor or its agents, contractors, servants,
employees, and licensees, through the effective date of the lease assignment.
CAA will assume all rights and responsibilities under the lease after that date.
Esmor, Inc.:
By: Xxxxx X. Xxxxxxxx, President
Date: 5/6/96
Accepted
Xxxx X. Xxxxxxxxx,
T/A Elberon Development Co.:
Date: June 12, 1996
