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EXHIBIT 10.2
ASSIGNMENT AND ACCEPTANCE OF LESSEE'S
INTEREST, WITH LESSOR'S CONSENT
THIS IS AN AGREEMENT made June 11, 1998, among FIRST OF AMERICA BANK,
NATIONAL ASSOCIATION, a national banking association (formerly Community
National Bank of Pontiac), ("Assignor"), MICHIGAN COMMUNITY BANCORP, LIMITED, a
Michigan banking corporation ("Assignee") and NORTH HILL CENTER, LLC, a Michigan
limited liability company (formerly North Hill Center Company, a Michigan
partnership), ("Landlord"), with reference to the following facts.
A. Landlord has leased to Assignor the Premises described in the
Amendment to Lease Agreement dated September 26, 1995 and survey dated July 24,
1994 in the attached Appendix A (the "Premises"), pursuant to a ground lease
dated October 31, 1963, as amended by letter agreement dated May 20, 1964, as
amended by letter agreement dated August 25, 1982, as amended by Amendment to
Lease Agreement dated September 26, 1995, which documents are attached hereto in
Appendix A, and collectively constitute and are hereinafter referred to as the
"Lease"; and
B. Assignor now desires to assign and Assignee desires to acquire and
assume Assignor's interest in and to the Lease; and
C. Assignor and Assignee desire to obtain Landlord's consent of such
assignment;
THEREFORE, in consideration of the premises and of the covenants herein
set forth and for other good and valuable consideration, receipt of which is
hereby acknowledged, the parties agree as follows:
1. Assignment. Assignor does hereby grant, transfer and assign to
Assignee all of Assignor's right, title and interest in and to the Lease and
Landlord hereby consents to this assignment. Such assignment and consent shall
be effective as of the date that all parties have executed this Agreement
("Effective Date"). Such assignment is made without recourse or warranty by
Assignor except as otherwise specifically stated herein.
2. Assumption and Indemnification. Assignee access this Assignment and
hereby assumes the Lease and shall pay all rents and perform all covenants and
obligations in accordance with its terms from and after the effective Date
hereof as if Assignee had originally executed the Lease as the tenant. Assignee
hereby acknowledges that the Lease has been read in its entirety and that the
terms of the Lease have been accepted on its behalf. Assignee shall indemnify
Assignor and hold Assignor harmless form all claims, damages and liabilities of
every nature whatsoever arising out of or in connection with the Lease,
including costs and attorneys' fees, that may accrue to Assignor as a result of
Assignee's failure to abide b the terms and conditions of the Lease on or after
the Effective Date.
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3. Payment. Upon execution of this document, Assignee shall pay
Assignor the sum of Two Hundred fifty Thousand and No/100 ($250,000.00) Dollars.
4. Condition of Premises. Assignee has caused the premises demised in
the lease to be inspected to its satisfaction and agrees to accept the premises
in their present "AS IS," `WHERE IS" and all faults condition. Assignee warrants
that it has relied upon no statement of Assignor or any employee or agent of
Assignor as to the condition of the premises.
5. Certification by Landlord and Assignor.
(a) Landlord hereby certifies that Assignor, and Assignor
represents that it has paid all rents under the Lease for all periods
up to an including June 30, 1998; that neither Landlord or Assignor is
in default in performance of any of its covenants or obligations under
the Lease; and that the Lease is unmodified and in full force and
effect except as stated above:
(b) Landlord and Assignor hereby certify that the monthly
base rent is $600.00 per month for every month through December 31,
2004.
6. Consent and Release by Landlord. Landlord hereby consents to the
assignment of the Lease by Assignor and its assumption by Assignee and releases
Assignor from any and all liability for the payment of rents and the performance
of covenants and obligations under the Lease accruing from and after the
Effective Date. Landlord's execution of this Agreement shall be considered such
written consent to the assignment.
7. Assignee's Expenses. All taxes and other governmental charges and
fees, if any, including, without limitation, an and all transfer taxes, stamp
taxes, sales taxes and recording fees relating to the transaction evidenced by
this Agreement, shall be paid by Assignee.
8. Agreement and Binding. This Agreement shall be binding upon the
successors and assigns of the parties. The parties shall execute and deliver
such further and additional instruments, agreements, and other documents a may
be necessary to evidence or carry out the provisions o this Agreement.
IN WITNESS WHEREOF the parties hereto have set their hands effective
the date and day first above written.
WITNESSES: "ASSIGNOR"
FIRST OF AMERICA BANK,
NATIONAL ASSOCIATION
By: /s/ H. Xxxxxxx Xxxxx
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Its: H. Xxxxxxx Xxxxx, Senior Vice President
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"ASSIGNEE"
MICHIGAN COMMUNITY BANCORP,
LIMITED
By: /s/ Xxxxx XxXxxxxx
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---------------------- Its: Xxxx XxXxxxxx, Chairman
"LANDLORD"
NORTH HILL CENTER, LLC
By: /s/ Xxxx X. Xxxxx
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---------------------- Its: Xxxx X. Xxxxx, Managing Partner
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