ASSIGNMENT AND ASSUMPTION OF LEASE
EXHIBIT 10.56
AGREEMENT
dated as of the 19th day of September, 2005, between XXXXXX XXXX
CAPITAL L.L.C., a New York limited liability company, having an office at 000 Xxxxx Xxxxxxxxx
Xxxx., 0xx Xxxxx, Xxx Xxxxxxx, XX 00000 (“Assignor”) and XXXXXX XXXX PROPERTIES, LLC, a
Nevada limited liability company, having an office at c/o Reading International Inc., 000 Xxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxxx, XX 00000 (”Assignee”).
WHEREAS, the Assignor is the tenant under a ground lease dated February 9, 1961 between
Assignee, as successor-in-interest to Xxxxxx X. Xxxxx, Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxx and
Xxxxxxx Xxxxxx, Xxxxxxx X. Xxxxx and Xxxxxxx X. Xxxxxxxxx, as Trustees under the Last Will and
Testament of Xxxxx X. Xxxxxx, deceased, as landlord (the “Landlord”), and Turtle Bay Theatre
Corporation, as tenant, a Memorandum of which was recorded in the Office of the City Register, New
York County (the “Office”) on August 14, 1961, in liber 5159, cp 151, as assigned by Cinema 5 Ltd.
to Sutcin Holding Corp. by assignment dated as of December 31, 1984, recorded in the Office on
February 26, 1985 in reel 880, page 1155, by Sutcin Holding Corp. to Xxxxxx Xxxx Associates by
unrecorded assignment dated as of July 3, 1986 and by Xxxxxx Hill Associates to Assignor by
Assignment dated July 28, 2000, and recorded on September 19, 2000 in reel 3160, page 2497, and as
amended by Extension and Modification of Lease Agreement dated as of June 1, 2005 between
Assignee’s predecessor-in-interest and Assignor, a Memorandum of which was recorded in the Office
on June 10, 2005 under CRFN 2005000338999 (collectively, the “Lease”), covering the parcel of land
located at 0000-0000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, as more particularly set forth on Exhibit A
annexed hereto (the “Premises”).
NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and
valuable considerations, receipt of which is hereby acknowledged, the Assignor hereby assigns,
conveys and transfers to the Assignee, its successors and assigns, all of Assignor’s right, title
and interest in and to the Lease.
TO HAVE AND TO HOLD the same unto the Assignee, its successors and assigns, from this day
forward for the remainder of the term of the Lease, as same may be modified or extended.
Assignee hereby assumes the performance of all the terms, covenants and conditions of the
Lease on the part of the tenant arising after the date hereof.
It is the intention of the parties hereto that, notwithstanding Assignee’s ownership of the
fee interest of the Premises and of the Landlord’s interest under the Lease, the assignment and
assumption of Assignee’s interest, as tenant under the Lease, shall not result in a merger of the
fee and leasehold estates in and to the Premises, and that the Lease shall remain in full force and
effect.
Assignor shall indemnify, defend and hold harmless Assignee from and against any liability,
claim, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or
accruing on or prior to the date hereof under, with respect to or in connection with any obligation
of Tenant under the Lease, except for any liability, claim, damage or expense resulting from the
acts or omissions of Assignee or its affiliate, Citadel Cinemas, Inc. (“Citadel”) or their
respective contractors and any obligations assumed by Citadel under the Master Operating Lease
dated July 28, 2000, as amended between Assignor as Landlord and Citadel as Tenant (the “Citadel
Lease”). Notwithstanding anything to the contrary set forth herein, the Assignor’s indemnity
obligations are limited to those in the existing Citadel Lease and have not been expanded.
Assignee shall indemnify, defend and hold harmless Assignor from and against any liability,
claim, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or
accruing after the date hereof under, with respect to or in connection with any obligation of
Tenant under the Lease, except for any such liability, claim, damage or expense (a) arising under
any agreement between Assignor and Assignee with respect to the Premises or any document executed
pursuant to any such agreement or (b) resulting from the acts or omissions of Assignor or its
agents, employees, contractors, subtenants (other than Citadel) or licensees.
Assignor, in compliance with Section 13 of the Lien Law, covenants that it will receive the
consideration for this conveyance and will hold the right to receive such consideration as
2
a trust fund to be applied first for the purpose of paying the cost of the improvement and will apply the
same first to the payment of the cost of the improvement before using any part of the total of the
same for any other purpose.
This agreement shall be binding upon and shall inure to the benefit of the parties hereto and
their respective legal representatives, successors and assigns.
IN WITNESS WHEREOF, the Assignor and the Assignee have duly executed this instrument the day
and year first above written.
| XXXXXX XXXX CAPITAL L.L.C. | ||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: Xxxxx X. Xxxxxx | ||||
| Title: Manager | ||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: Xxxxxxx X. Xxxxxx | ||||
| Title: Manager | ||||
| XXXXXX HILL PROPERTIES, LLC | ||||
| By: | /s/ S. Xxxxx Xxxxxxxx | |||
| Name: S. Xxxxx Xxxxxxxx | ||||
| Title: President | ||||
| Federal ID No.: 00-0000000 | ||||
3
STATE OF
|
) | |||||
| ) | ss.: | |||||
COUNTY OF
|
) |
On , 2005, before me, the undersigned, personally appeared Xxxxx X. Xxxxxx,
personally known to me or proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument and acknowledged to me that he executed the same
in his capacity (ies), and that by his signature on the instrument, the individual, or the person
upon behalf of which the individual acted, executed the instrument.
| Notary Public | ||||
STATE OF
|
) | |||||
| ) | ss.: | |||||
COUNTY OF
|
) |
On , 2005, before me, the undersigned, personally appeared Xxxxxxx X. Xxxxxx,
personally known to me or proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his
capacity (ies), and that by his signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.
| Notary Public | ||||
STATE OF
|
) | |||||
| ) | ss.: | |||||
COUNTY OF
|
) |
On , 2005, before me, the undersigned, personally appeared S. Xxxxx Xxxxxxxx,
personally known to me or proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument and acknowledged to me that he executed the same
in his capacity (ies), and that by his signature on the instrument, the individual, or the person
upon behalf of which the individual acted, executed the instrument.
| Notary Public | ||||
4
