Exhibit 10.20
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 000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx
00000 ("Assignee"); and 000 Xxxxxx Xxxxxx Property
Development, LLC, a New York limited liability company,
whose address is 000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000
("Assignor").
RECITALS:
[1] WHEREAS, Assignor made, executed and delivered to
Hypothecators Mortgage Company ("Hypothecators") a
promissory note dated March 5, 2004, in the original
principal amount of $600,000 (the "Note"), together with a
loan agreement, pledge agreement, option agreement and other
collateral agreements, all of which were dated March 5, 2004
(all of which shall be collectively referred to as "the
Hypothecators 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 Hypothecators for renovation
work to be performed on the building owned by the Assignor
and located at 000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000
("the Property"); and
[2] WHEREAS, the Assignor represents and warrants that the
amount due under the Note is $400,000 ("the Loan Amount");
and
[3] WHEREAS, the Assignor has determined that it no longer
requires the funds representing the Loan Amount ("the
Hypothecators 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 Hypothecators 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 Hypothecators Loan Funds to
Assignee pursuant to the terms below and that Assignee shall
take upon itself the obligations of repayment of the
Hypothecators Loan Funds to Hypothecators 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 Hypothecators
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 Hypothecators Loan Documents for and on
behalf of Assignor according to the terms and conditions set
forth in the Note and Hypothecators 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
Hypothecators 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
Hypothecators Loan Documents for the Loan Amount.
[3] Assignor hereby covenants that it will do nothing to
increase the indebtedness to Hypothecators under the Note
and/or the Hypothecators 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 Hypothecators under the
Note and/or the Hypothecators 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 Xxxxxx Avenue Property "Assignee"-DCI
USA, Inc.
Development, LLC
/s Xxxxx Xxxxxxxxxx /s/ Xxxx Xxxx
By: By:
Xxxxx Xxxxxxxxxx Xxxx Xxxx
Title: Managing Member Title: President
