Exhibit 10 (eeee)
DARTMOUTH STREET GARAGE
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ASSIGNMENT AND ASSUMPTION OF GROUND LEASE
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This ASSIGNMENT AND ASSUMPTION OF LEASE (the "ASSIGNMENT") is made as of
January 23, 1997 (the "EFFECTIVE DATE"), BY and between URBAN INVESTMENT AND
DEVELOPMENT CO., an Illinois general partnership ("ASSIGNOR"), and ▇▇▇▇▇▇ PLACE
ASSOCIATES, LLC., a Delaware limited liability company ("ASSIGNEE").
WHEREAS, Assignor is the sole holder of the interest of tenant ("TENANT")
under that certain ground lease, captioned "LEASE INDENTURE", dated as of March
7, 1986, by and between Boston Redevelopment Authority, a public body politic
and corporate, organized under the laws of the Commonwealth of Massachusetts
("LANDLORD"), and Urban Investment and Development Co., a Delaware corporation,
notice of which is recorded with the Suffolk County Registry of Deeds in Book
13215, at Page 125 and filed with the Suffolk County Registry District of the
Land Court as Document No. 415611, as amended by an amendment, captioned
"AMENDMENT TO LEASE", dated December 30, 1986, which Amendment to Lease is
recorded with said Deeds in Book 13321, at Page 244 and filed with said Registry
District as Document No. 416992 and is the subject of a certain Ratification of
Amendment to Lease dated as of January 16, 1997, recorded herewith, by and
between Landlord and Assignor (as so amended, the "GROUND LEASE"), together will
appurtenant rights, privileges and easements thereto (such Tenant's interest and
all and singular and privileges, tenements, hereditaments, easements, rights-of-
way and appurtenances belonging or in anywise appertaining to the same shall be
referred to collectively as the "LEASEHOLD ESTATE"), which encumbers the real
property known as the Dartmouth Street Garage located in the County of Suffolk,
Commonwealth of Massachusetts, and more particularly described in the Ground
Lease and said notice of lease.
WHEREAS, Assignor desires to assign the Leasehold Estate to Assignee, and
Assignee desires to accept such assignment and to assume all of Tenant's
obligations under the Ground Lease first arising or accruing on or after the
Effective Date, on the terms and conditions set forth in this Assignment.
NOW, THEREFORE, in consideration of Twelve Million Nine Hundred Thousand
Dollars ($12,900,000.00) paid, Assignor hereby assigns, transfers and conveys
the Leasehold Estate to Assignee and its successors and assigns, subject to all
easements, encumbrances, restrictions and other matters of record, insofar as
now in force and applicable.
Assignee hereby accepts the foregoing assignment and hereby agrees to
assume and discharge, in accordance with the terms thereof, all of the burdens
and obligations of Tenant under the Ground Lease first arising or occurring on
or after the Effective Date of this Assignment.
This Assignment may be executed in one or more identical counterparts, each
of which such counterpart shall be deemed an original for all purposes and all
such counterparts collectively consisting of one such Assignment.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as
an instrument under seal as of January 23, 1997.
ASSIGNOR:
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URBAN INVESTMENT AND DEVELOPMENT CO.,
an Illinois general partnership
By: JMB REALTY CORPORATION,
a Delaware corporation,
Its Managing General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Treasurer
ASSIGNEE:
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▇▇▇▇▇▇ PLACE ASSOCIATES, LLC
a Delaware limited liability company
By: JMB Realty Corporation,
a Delaware corporation,
Its Managing Member
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Treasurer
THE COMMONWEALTH OF MASSACHUSETTS
SUFFOLK ,SS January 23, 1997
Then personally appeared the above named ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ S.V.P. and of JMB
Realty Corporation, and acknowledged the foregoing instrument to be the free act
and deed of Urban Investment and Development Co., before me,
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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Notary Public ▇▇▇▇ ▇▇▇▇▇▇
My commission expires: 7/27/01
THE COMMONWEALTH OF MASSACHUSETTS
SUFFOLK ,SS January 23, 1997
Then personally appeared the above named ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ S.V.P. and of JMB
Realty Corporation, and acknowledged the foregoing instrument to be the free act
and deed of Urban Investment and Development Co., before me,
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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Notary Public ▇▇▇▇ ▇▇▇▇▇▇
My commission expires: 7/27/01
DARTMOUTH GARAGE ▇▇▇▇ OF SALE
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ASSIGNMENT AND ASSUMPTION AGREEMENT
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FOR VALUABLE CONSIDERATION, the receipt and adequacy of which are
hereby acknowledged, the undersigned, URBAN INVESTMENT AND DEVELOPMENT CO., an
Illinois general partnership ("ASSIGNOR"), hereby sells, transfers, assigns and
conveys to ▇▇▇▇▇▇ PLACE ASSOCIATES, LLC, a Delaware limited liability company
("ASSIGNEE"), all right, title and interest of Assignor in and to the 'Personal
Property', 'Property Agreements' and the 'Intangible Property", but only to the
extent the same relate to the "Dartmouth Garage', as each of the foregoing is
defined in that certain Agreement of Purchase and Sale, dated as of December 31,
1996 (the 'PURCHASE AGREEMENT"), by and among Carlyle Real Estate Limited
Partnership - X1ll, an Illinois limited partnership, Assignor, JMB Realty
Corporation, a Delaware corporation, and Overseas Partners Capital Corp., a
Delaware corporation, which provides for, among other things, the sale by
Assignor of its interest in the Dartmouth Garage to Assignee.
The property conveyed hereunder is conveyed by Assignor and accepted
by Assignee AS IS, WHERE IS AND WITHOUT ANY REPRESENTATIONS AND WARRANTIES OF
ANY KIND, CHARACTER OR NATURE, EXPRESS, IMPLIED OR OTHERWISE, IT BEING THE
INTENTION OF ASSIGNOR AND ASSIGNEE EXPRESSLY TO NEGATE AND EXCLUDE ALL
REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTIES
CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE
PROPERTY CONVEYED HEREUNDER, OR BY ANY SAMPLE OR MODEL THEREOF, AND ALL OTHER
WARRANTIES WHATSOEVER CONTAINED IN OR CREATED BY THE MASSACHUSETTS UNIFORM
COMMERCIAL CODE, EXCEPT TO THE EXTENT EXPRESSLY CONTAINED IN THE PURCHASE
AGREEMENT.
This ▇▇▇▇ of Sale, Assignment and Assumption may be executed in one or
more identical counterparts, each of which such counterpart shall be deemed an
original for all purposes and all such counterparts collectively consisting of
one such ▇▇▇▇ of Sale, Assignment and Assumption.
IN WITNESS WHEREOF, Assignor has executed this ▇▇▇▇ of Sale,
Assignment and Assumption as of January 23, 1997.
ASSIGNOR:
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URBAN INVESTMENT AND DEVELOPMENT CO.,
an Illinois general partnership
By: JMB Realty Corporation,
a Delaware corporation,
Its General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: SVP
ASSUMPTION
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As of the date above written, Assignee hereby accepts the foregoing
▇▇▇▇ of Sale, Assignment and Assumption and hereby agrees to assume and
discharge, in accordance with the terms thereof, all of the burdens and
obligations of Assignor relating to the Property Agreements first arising or
accruing from and after the date hereof.
ASSIGNEE:
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▇▇▇▇▇▇ PLACE ASSOCIATES, LLC,
a Delaware limited liability company
By: JMB REALTY CORPORATION
a Delaware corporation,
Managing Member
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: SVP
