(EXHIBIT 10.1(A))
LEASE ASSIGNMENT AGREEMENT
This Lease Assignment Agreement ("Agreement") executed in duplicate, and
made as of this 2nd day of February 1988, by and between BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association,
hereinafter called Assignor, and TEHAMA COUNTY BANK, hereinafter called
Assignee.
1. RECITALS: This Agreement is made with reference to the following
facts and objectives:
Landlord and Assignor, as Tenant, entered into a written Lease dated July
31, 1980 and as amended on February 6, 1981 (the "Lease"), a copy attached as
Exhibit "A", in which Landlord leased to Assignor and Assignor leased from
Landlord premises located in the City of Red Bluff, County of Tehama, State of
California, commonly known as 000 Xxxxx Xxxx Xxxxxx, Xxx Xxxxx, Xxxxxxxxxx, for
a term of eight (8) years ending on December 31, 1988, with four options to
extend the lease term for a period of eight (8) years each from and after the
expiration of the term. The options are to be exercised by at least six (6)
months' written notice.
Whereas Assignor now desires to assign the lease to Assignee, and Assignee
desires to accept the assignment thereof.
2. ASSIGNMENT: Assignor hereby assigns and transfers to Assignee,
effective February 24, 1988, all of its rights, title and interest in the Lease,
and Assignee accepts the assignment and assumes and agrees to perform, from the
date the assignment is effective, as a direct obligation to Landlord, all of the
provisions of the Lease.
3. SALE OF IMPROVEMENTS: Assignor agrees to sell and Assignee agrees to
purchase the existing improvements and leasehold interest for a price of
Twenty-Five Thousand and No/100 Dollars ($25,000.00). On or before the
effective date of this Agreement, Assignee shall deposit into escrow the entire
purchase price. The sale of the improvements shall be evidenced by a Quitclaim
Deed. The sale of the improvements and the leasehold interest shall be subject
to the rights of Landlord as set forth in the Lease.
4. ACCEPTANCE OF PREMISES: Assignee accepts the premises, as well as the
improvements thereon and the facilities appurtenant thereto, in their present
condition and stipulates that said premises as well as the improvements thereon
and the facilities appurtenant thereto are in good, clean, safe, and tenantable
condition as of the date of this Agreement. Assignee further agrees with and
represents to Assignor that said premises have been inspected by Assignee and
that Assignee has been assured by means independent of Assignor or any agent of
Assignor of all facts Assignee deems pertinent to this Agreement and that said
premises are being accepted by Assignee as a result of Assignee's inspection and
not as a result of any representations made by Assignor or any agent of
Assignor. Assignee is accepting the premises in "AS IS" condition and is solely
responsible for any and all conditions of the premises and/or
improvements, including, but not by way of limitation, any defects or problems
with the premises whether known or unknown to either party, and irrespective of
whether such defects are hidden, latent, or readily discernible. Assignee is
accepting the premises without representation or warranty of any kind, expressed
or implied, by Assignor as to their condition or state of repair or as to their
suitability for the uses contemplated by Assignee.
5. PERMITTED USES: Assignee agrees that the permitted uses for the
premises, in accordance with Article 9 of the Lease, are for a commercial branch
banking office, or any other financial or office use. Assignee shall not use
the premises for any other purpose without obtaining the prior written approval
from the Landlord.
6. DEFAULT: During the term of the Lease, or any extension or renewal
thereof ("Lease Term"), Assignee shall provide Assignor with copies of any and
all notices of default received from Landlord. Assignee hereby indemnifies and
agrees to defend and hold Assignor free and harmless from and against any
claims, liabilities, demands, costs, losses, expenses and damages (including
reasonable attorney's fees and costs) suffered by Assignor as a result of
Assignee's default under the Lease or breach of this Agreement. If Assignee
defaults under the Lease, then, in addition to the rights provided below in this
Paragraph 6, Assignor shall have all rights against Assignee that are available
at law in equity. During the Lease Term, Assignor shall have the right, but as
between Assignor and Assignee, not the obligation, to cure any default by
Assignee under the Lease. If Assignor exercises its right to cure such default,
Assignee shall, within ten (10) days after request therefor from Assignor,
reimburse Assignor for Assignor's reasonable costs and expenses incurred in
curing such default, including, without limitation, reasonable attorney's fees
and costs allocated to in-house counsel, but only to the extent such expenses
are incurred while Assignee is not diligently pursing all reasonably means of
remedying such default. In addition, if Assignee abandons the premises or
receives a notice of eviction from Landlord, Assignor shall have, in addition to
any other remedies it may have at law or in equity, the right to have the Lease
assigned to a third party, subject to the provisions of the Lease, effective as
of the date of such abandonment or notice of eviction, or at any time thereafter
as Assignor shall elect in its sole discretion, and to cause Landlord to evict
Assignee from the premises subject to the Lease; provided, however, that
Assignor shall not exercise such right during pendency of a good faith contest
by Assignee with respect to the notice of eviction so long as there is not a
material risk that the Lease would be terminated prior to the resolution of such
contest. For purposes of effectuating the assignment referred to in the
immediately preceding sentence, and for no other purpose, Assignee hereby
appoints Assignor as its attorney-in-fact, which power of attorney is coupled
with an interest and is irrevocable.
7. AMENDMENT OF LEASE: Landlord and Assignee shall not enter into any
agreement that amends the Lease without Assignor's consent, and Assignor's
consent shall not be unreasonably withheld. Any amendment of the Lease in
violation of this provision shall have no force or effect on Assignor.
8. ATTORNEY'S FEE: If any party commences any action against the other
party arising out of or in connection with this Agreement, the prevailing party
shall be entitled to recover from the losing party a reasonable attorney's fee
and costs of suit, including, without limitation, costs allocable to in-house
counsel.
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9. NOTICE: Any notice, demand, request, consent, approval or
communication that any party desires or is required to give to the other party
shall be in writing and either served personally or sent prepaid, by first-class
mail or certified or registered, or by overnight delivery. Any notice, demand,
request, consent, approval, or communication that any party desires or is
required to give any other party shall be addressed to the other party at their
respective addresses set forth below. Any party may provide or change its
address by notifying the other party in writing of the change. Notice shall be
deemed communicated pursuant to this paragraph forty-eight (48) hours from the
time of mailing if mailed as provided herein.
10. SUCCESSORS: This Agreement shall be binding on and inure to the
benefit of all parties hereto and their respective assigns and successors in
interest.
11. LANDLORD'S CONSENT: This Agreement is subject to Landlord's consent
as set forth in the Lease and shall not be construed to amend or modify the
terms of the Lease.
Executed as of the day and year first above written.
ASSIGNOR: ASSIGNEE:
BANK OF AMERICA NATIONAL TRUST TEHAMA COUNTY BANK
AND SAVINGS ASSOCIATION X.X. Xxx 000
Xxxxxxxxx Xxxx Xxxxxx - Xxxx Xxxxxx Xxx Xxxxx, Xxxxxxxxxx 00000
Asset Management #3786
000 Xxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
By: /s/X.X. Xxxx by: /s/ Xxxxxx X. Xxxxxxx
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Name: X.X. Xxxx Name: Xxxxxx X. Xxxxxxx
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Title: Vice President Title: President
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Date: February 26, 1988 Date: 2-25-88
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By: /s/ X. XxxXxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: X. XxxXxxx Name: Xxxxxxx X. Xxxxxxxxx
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Title: Vice President Title: Secretary
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Date: February 26, 1988 Date: 2-25-88
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