1
EXHIBIT 10.20
Assignment Agreement
between
LINDAL CEDAR HOMES, INC.,
a Delaware corporation
as Seller,
Delayed Exchange Corporation,
a Washington corporation
as Intermediary
and
SEBCO, Inc.,
a Washington corporation
as Purchaser
2
EXHIBIT 10.20
ASSIGNMENT AGREEMENT
This Assignment Agreement is made and effective as of the 20th day of
September, 2000, by and between Lindal Cedar Homes, Inc., a Delaware
corporation ("Seller"), Delayed Exchange Corporation, a Washington corporation
("Intermediary") and SEBCO, Inc., a Washington corporation ("Exchangor"), and
is executed as an addendum to the Real Estate Purchase and Sale Agreement dated
June 29, 2000, as amended, between Seller and Exchangor.
RECITALS
Seller and Exchangor entered into the above-referenced Real Estate
Purchase and Sale Agreement, a true and correct copy of which is attached
hereto as Exhibit "A" ("Agreement"), in which Seller agreed to sell the real
property described in said Agreement ("Property"). Exchangor desires to
structure the acquisition of the Property to qualify as a tax-deferred exchange
pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended.
Exchangor and Intermediary entered into an Exchange Agreement dated
September 14, 2000, in which Exchangor transferred certain real property to
Intermediary in exchange for Replacement Property to be acquired by
Intermediary and transferred to Exchangor within the deadlines of Section 1031.
Exchangor and Intermediary desire that Exchangor assign to Intermediary
all right, title and interest of Exchangor under the Agreement with respect to
the purchase of the Property in order to facilitate the tax-deferred exchange
of Exchangor.
Seller is agreeable to such assignment.
Now, therefore, for good and valuable consideration, the parties hereto
agree as follows:
1. ASSIGNMENT. Exchangor hereby assigns and transfers to Intermediary all
of its right, title and interest in and under the Agreement with respect to the
purchase of the Property.
Intermediary hereby accepts an assignment of all of Exchangor's right,
title and interest in and under the Agreement with respect to the purchase of
the Property.
2. CONSENT TO ASSIGNMENT. Seller hereby consents to this assignment, and
acknowledges receipt of this assignment prior to closing.
3. DIRECT DEED. In order to avoid duplicative recording, escrow and title
fees and other like charges, Intermediary hereby instructs Seller, and Seller
hereby agrees, to execute a deed to the Property in favor of Exchangor. In
addition, Intermediary hereby instructs Seller to execute all other conveyance
documents in favor of Exchangor such as an Assignment of Leases.
ASSIGNMENT AGREEMENT PAGE 1
3
Intermediary further instructs Exchangor to execute any and all
recourse financing required to obtain the Property. Seller hereby consents to
such instruction.
4. CONTINUING OBLIGATION. Notwithstanding this Assignment Agreement,
all warranties, representations, duties and obligations of Seller and Exchangor
under the Agreement which are intended to survive the closing of the Property
shall continue in full force and effect, and neither Seller or Exchangor shall
be released from the same.
5. TAX EFFECT. No party has made or is making any representations to
the other concerning any of the tax effects of the transactions provided for in
this Assignment Agreement. No party shall be liable for or in any way
responsible to the other party because of any tax effect resulting from the
transactions provided for in this Assignment Agreement. Each party is relying on
its own tax advisors.
6. ARBITRATION. In the event of any dispute between any of the parties
to this Assignment Agreement in interpreting or enforcing this Assignment
Agreement, or in seeking damages for any alleged breach hereof, such dispute
shall, in the first instance, be negotiated among the disputing parties in good
faith. If not so resolved, the dispute shall be submitted to binding arbitration
to be conducted as quickly as possible and in conformance with the rules and
procedures of the American Arbitration Association, Seattle, Washington Chapter.
The prevailing party shall be entitled to all costs incurred in the arbitration,
including actual reasonable attorneys fees and experts fees, as well as all
other recoverable costs, damages and awards.
7. COUNTERPARTS. This Assignment Agreement may be executed in
counterparts and shall be binding on all the parties hereto as if one agreement
has been signed.
DATED AS OF THE DATE SET FORTH ABOVE.
INTERMEDIARY: EXCHANGOR:
Delayed Exchange Corporation, SEBCO, Inc., a Washington
a Washington Corporation corporation
/s/ XXXXX X. XXXXX /s/ XXX X. XXXXX
--------------------------------- ---------------------------------
Xxxxx X. Xxxxx, House Counsel and Xxx X. Xxxxx, President
Authorized Signatory
SELLER:
Lindal Cedar Homes, Inc.,
a Washington corporation
/s/ XXX XXXXXX XXXXXX
---------------------------------
By Xxx Xxxxxx Xxxxxx
------------------------------
Its Secretary
------------------------------
ASSIGNMENT AGREEMENT PAGE 2
