Exhibit 10.34
ASSIGNMENT AND ASSUMPTION OF LEASE
This Assignment and Assumption of Lease ("Agreement") is entered into
effective as of August 1, 1999 (the "Effective Date") by and between EAGLE RIVER
INVESTMENTS, L.L.C., a Washington state limited liability company ("Assignor")
and NEXTEL WIP Lease Corp. a Delaware corporation ("Assignee").
RECITALS
A. PAKHOED DISTRIBUTION CORPORATION, a Washington corporation, formerly
known as UNIVAR CORPORATION ("Pakhoed"), on March 22, 1990, entered into an
Office Lease Agreement ("the Prime Lease"), with Carillon Properties, a
Washington general partnership (the "Prime Landlord") for premises (the "Prime
Premises") in the Carillon Point Development located at 0000 Xxxxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxxxxx (the "Building") all as further described in the Prime
Lease.
B. On September 22, 1994, AT&T WIRELESS SERVICES OF WASHINGTON, INC., a
Washington corporation ("Sublessor") entered into a Sublease Agreement
("Sublease Agreement #1") with Pakhoed to lease 13,987 rentable square feet of
the Prime Premises, which is a portion of the fifth floor of the Building, all
as further described in Sublease Agreement #1 (the "Premises").
C. On August 12, 1998, Assignor entered into a Sublease Agreement with
Sublessor to lease the Premises as further described in Sublease Agreement #2
(the "Lease").
D. Assignor has agreed to assign and transfer to Assignee, and Assignee
has agreed to accept, Assignor's leasehold interest in the Premises.
NOW THEREFORE, for good and valuable consideration, the receipt of which
is acknowledged, the parties agree as follows:
AGREEMENT
1. Assignment. Assignor hereby grants, transfers, conveys and assigns to
Assignee all of Assignor's rights, title and interest in and to the Lease,
together with the leasehold estate under the Lease. This assignment shall be
effective as of the Effective Date.
2. Assumption. Assignee hereby accepts the foregoing assignment of Assignor's
right, title and interest in the Lease, and hereby agrees to be bound by, and to
perform all the terms, covenants, and conditions of the Lease to be done, kept,
performed by the Tenant, including the payment of all amounts accruing and to
become due under the Lease from and after the Effective Date. Assignee does not
assume, and Assignor shall remain liable for and shall complete performance of,
any obligations which accrue or become due under the Lease prior to the
Effective Date.
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3. Indemnity. Assignee shall indemnify, defend and hold harmless Assignor
against any claims, liabilities or costs arising from Assignee's failure to
perform under the terms of the Lease which shall accrue on or after the
Effective Date. Assignor shall indemnify, defend and hold harmless Assignee
against any claims, liabilities or costs arising from Assignor's failure to
perform under the terms of the Lease or with respect to any matter concerning
the Lease prior to the Effective Date.
4. Transfer of Interest. Assignee shall acquire all of Assignor's interest in
the Premises, including without limitation, leasehold improvements and trade
fixtures, if any.
5. Representations and Warranties. Assignor hereby states, declares, represents
and warrants to Assignee as to the following matters, with such representations
and warranties being true and correct as of the date this Agreement is signed by
Assignor and as of the Effective Date:
A. The copy of the Prime Lease, attached hereto as Exhibit A, is a true
and correct copy and constitutes the entire agreement between Prime Landlord and
Pakhoed with respect to the Prime Premises described therein. The Prime Lease is
in full force and effect.
B. A copy of Sublease Agreement #1, attached hereto as Exhibit B, is a
true and correct copy and constitutes the entire agreement between Sublessor and
Pakhoed with respect to the Premises described therein. Sublease Agreement #1 is
in full force and effect.
C. A copy of the Lease, attached hereto as Exhibit C, is a true and
correct copy and constitutes the entire agreement between Assignor and Sublessor
with respect to the Premises described therein. The Lease is in full force and
effect and has not been amended, supplemented or otherwise changed.
D. No default or event that with the passage of time would constitute a
default on the part of the Assignor exists under the Lease in the performance of
the terms, covenants and conditions of the Lease required to be performed on the
part of the tenant.
E. To the best of Assignor's knowledge, no default or event that with the
passage of time would constitute a default on the part of the Prime Landlord
exists under the Lease in the performance of the terms, covenants, and
conditions of the Lease required to be performed on the part of the Prime
Landlord.
6. Miscellaneous.
A. The parties each agree that they will execute such further documents or
instruments as may be reasonably requested by the other party to document the
purpose and intent of this Agreement.
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B. This Agreement contains all of the covenants, agreements, terms,
provisions, conditions, warranties and understandings comprising the final and
entire agreement between the Assignor and Assignee. No waiver or modification of
any of the terms set forth herein shall be deemed to have been made or be
finding on the parties unless expressed in writing and signed by all parties.
C. Prime Landlord's consent to the Agreement and the assignment and
assumption of the Lease is attached hereto and incorporated herein by reference.
IN WITNESS WHEREOF, the parties have executed this Agreement as of 8/1, 1999.
Assignor: Assignee:
EAGLE RIVER INVESTMENTS, L.L.C., NEXTEL WIP LEASE CORP.
a Washington limited liability company a Delaware corporation
By: /s/ C Xxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------- ----------------------------------
Name: C Xxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxx
Its: Manager Its: V. P. & General Counsel
State of Washington
County of King
I certify that I know or have satisfactory evidence C. Xxxxx Xxxxxx is the
person who appeared before me, and said person acknowledged that he signed this
instrument, on oath stated that he was authorized to execute the instrument and
acknowledged it as the Manager of EAGLE RIVER INVESTMENTS, L.L.C., to be the
free and voluntary act of such party and purposes mentioned in the instrument.
Dated: 5/7/99 /s/ Xxxxxx X. Biargo
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Notary Public
Xxxxxx X. Biargo
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[Printed Name]
My appointment expires: 06/15/2000
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State of Washington
County of King
I certify that I know or have satisfactory evidence that Xxxxxx X. Xxxxxxx
is the person who appeared before me, and said person acknowledged that he
signed this instrument, on oath stated that he was authorized to execute the
instrument and acknowledged it as the V.P. & General Counsel of NEXTEL WIP Lease
Corp., to be the free and voluntary act of such party for the uses and purposes
mentioned in the instrument.
Dated May 5, 1999 /s/ Xxxxx X. Xxxxx
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Notary Public
Xxxxx X. Xxxxx
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[Printed Name]
My commission expires: 3/29/2003
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XXXXX X. XXXXX
NOTARY PUBLIC
STATE OF WASHINGTON
COMMISSION EXPIRES
MARCH 29, 2003
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CONSENT BY PRIME LANDLORD
The Landlord under the Prime Lease hereby consents to the attached
Assignment and Assumption of Lease with the understanding that Pakhoed's
obligations under the Prime Lease are not modified or changed as it relates to
the Prime Landlord. By its consent, Prime Landlord agrees that the utilities,
services, maintenance and repair it is required to provide under the Prime Lease
to or for the space which is being assigned, will be provided by Prime Landlord
to Nextel WIP Lease Corp.
AGREED AND ACCEPTED this 29 day of July, 1999.
PRIME LANDLORD:
CARILLON PROPERTIES
By: /s/ Xxxxxxx Xxxxxx
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[Signature of Officer]
Xxxxxxx Xxxxxx
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[Printed Name of Officer]
Its: Vice President
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[Title] Xxxxxxx Development
Agent for Carillon Properties
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CONSENT BY PAKHOED DISTRIBUTION CORPORATION
Pakhoed Distribution Corporation, the tenant under the Prime Lease and the
Sublessor under Sublease Agreement #1, hereby consents to the attached
Assignment and Assumption of Lease with the understanding that any obligation
under Sublease Agreement #1 are not modified or changed as it relates to Pakhoed
nor to AT&T's obligations under Sublease Agreement #1.
AGREED AND ACCEPTED this 22 day of July, 1999
PAKHOED DISTRIBUTION CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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[Signature of Officer]
Xxxxxxx X. Xxxxxx
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[Printed Name of Officer]
Its: Sr. & Vice President
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[Title]
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CONSENT BY AT&T WIRELESS SERVICES OF WASHINGTON, INC.
AT&T Wireless Services of Washington, Inc., the Sublesee under Sublease
Agreement #2, hereby consents to the attached Assignment and Assumption of Lease
with the understanding that any obligation under Sublease Agreement #2 are not
modified or changed as it relates to AT&T's obligations under Sublease Agreement
#2.
AGREED AND ACCEPTED this ____ day of ___________, 1999.
AT&T WIRELESS SERVICES OF WASHINGTON, INC.
By: /s/ Xxx Xxxxxx
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[Signature of Officer]
XXX XXXXXX
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[Printed Name of Officer]
Its: VP, SM & Real Estate
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[Title]
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