Exhibit 10.21
Assignment of Obligations Under Promissory Note and
Indemnification Agreement
This Assignment of Obligations Under Promissory Note and
Indemnification Agreement ("Assignment and Indemnification
Agreement") is executed this 29th day of November 2004, by
and between DCI USA, Inc., whose address for purposes of
this Agreement is ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ("Assignee"); and ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Property
Development, LLC, a New York limited liability company,
whose address is ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
("Assignor").
RECITALS:
[1] WHEREAS, Assignor made, executed and delivered to ▇▇▇▇▇▇
▇▇▇▇▇ ("▇▇▇▇▇") a promissory note dated October 28, 2004, in
the original principal amount of $200,000 (the "Note"),
together with a mortgage agreement and other collateral
agreements, all of which were dated October 28, 2004 (all of
which shall be collectively referred to as "the ▇▇▇▇▇ Loan
Documents," and which are attached hereto as Exhibit A, and
incorporated herein by this reference), all in furtherance
of the Assignor acquiring mezzanine construction financing
from ▇▇▇▇▇ for renovation work to be performed on the
building owned by the Assignor and located at ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("the Property"); and
[2] WHEREAS, the Assignor represents and warrants that the
amount due under the Note is $200,000 ("the Loan Amount");
and
[3] WHEREAS, the Assignor has determined that it no longer
requires the funds representing the Loan Amount ("the ▇▇▇▇▇
Loan Funds") insofar as it is in the process of closing on
its full construction financing and it desires to pay,
transfer, convey, and assign the ▇▇▇▇▇ Loan Funds to
Assignee.
[4] WHEREAS, it is mutually desirable, beneficial and
agreeable to the parties hereto that Assignor shall pay,
transfer, convey, and assign the ▇▇▇▇▇ Loan Funds to
Assignee pursuant to the terms below and that Assignee shall
take upon itself the obligations of repayment of the ▇▇▇▇▇
Loan Funds to ▇▇▇▇▇ pursuant to the terms below.
ASSIGNMENT OF OBLIGATIONS AND INDEMNIFICATION:
NOW, THEREFORE, in consideration of the Assignor's PAYMENT,
TRANSFER, CONVEYANCE, AND ASSIGNMENT of the ▇▇▇▇▇ Loan Funds
to Assignee, the receipt and sufficiency of which by
Assignee is hereby acknowledged, Assignee and Assignor
hereby agree as follows:
[1] Assignee hereby agrees to make any and all payments
under the Note and ▇▇▇▇▇ Loan Documents for and on behalf of
Assignor according to the terms and conditions set forth in
the Note and ▇▇▇▇▇ Loan Documents.
[2] The parties hereto acknowledge and agree that this
Assignment and Indemnification Agreement shall not affect in
any way the terms or conditions of the Note or the ▇▇▇▇▇
Loan Documents, including but not limited to the collateral,
option agreement, and/or guaranties.
[2] Assignee hereby indemnifies and holds harmless Assignor
against any and all claims or damages that arise as a result
of Assignee's failure to make the principal and interest
payments in a timely fashion under the Note and the ▇▇▇▇▇
Loan Documents for the Loan Amount.
[3] Assignor hereby covenants that it will do nothing to
increase the indebtedness to ▇▇▇▇▇ under the Note and/or the
▇▇▇▇▇ Loan Documents beyond the Loan Amount and hereby
indemnifies and holds harmless Assignee from any and all
claims or damages that arise as a result of any increase in
the indebtedness to ▇▇▇▇▇ under the Note and/or the ▇▇▇▇▇
Loan Documents beyond the Loan Amount, which is not the
result of any default under this Assignment and
Indemnification Agreement by Assignee.
[4] This Assignment is executed by, acknowledged, and shall
be binding upon the Assignor and Assignee, their successors
and assigns, for the uses and purposes above set forth and
referred to, effective at the close of business on November
29, 2004.
[5] The Recitals shall be considered an integral part of
this Assignment and Indemnification Agreement.
[6] This Assignment and Indemnification Agreement represents
the full and complete agreement between the parties and any
modification thereto must be in writing and signed by all of
the parties hereto.
[7] This Assignment and Indemnification Agreement shall be
subject to the laws and jurisdiction of the State of New
York.
IN WITNESS WHEREOF, this Assignment and Indemnification
Agreement is executed by the undersigned parties as of the
day and year first set forth above.
"Assignor"-231 ▇▇▇▇▇▇ Avenue Property "Assignee"-DCI
USA, Inc.
Development, LLC
/s ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇
By: By:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
Title: Managing Member Title: President
