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EXHIBIT 10.57
LEASE ASSIGNMENT, CONSENT, GUARANTY AND RELEASE
This Agreement is made this 2nd day of November, 1995 and is entered into
by and between Parkway Bank and Trust Company, as Trustee under the provisions
of a Trust Agreement dated the 16th day of July, 1988 and known as Trust Number
8934 (hereinafter referred to as "Lessor"), S. Xxx Xxxxx Enterprises, Inc.
(formerly, All Security Products & Services, Inc.), an Illinois corporation
(hereinafter referred to as "Assignor"), Xxxxxxx X. Xxxxx (hereinafter referred
to as "Xxxxx"), MSG Security, L.L.C., an Illinois limited liability company
(hereinafter referred to as "Assignee"), and Security Associates Command Center
II, L.L.C. (hereinafter referred to as "SACC").
WITNESSETH:
WHEREAS, Lessor and Assignor entered into that certain lease (hereinafter
referred to as "Lease") dated May 10, 1990 for the lease of 2114, 2116 and 0000
Xxxxx Xxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as
"Assigned Premises"), which Premises are located in the X'Xxxx Corporate Run
Center. A true and correct copy of the Lease is attached hereto as Exhibit A;
WHEREAS, Tenant's obligations under the Lease are guaranteed by Xxxxx;
WHEREAS, Assignor desires to Assign and Assignee desires to acquire
Assignor's interest in and to the Lease and the Assigned Premises upon the same
terms and conditions as are contained in the Lease and as are hereinafter set
forth, effective as of August 24, 1995 (the "Assignment Date"); and
WHEREAS, SACC desires to guaranty the full and faithful performance by
Assignee of all obligations, covenants, promises and agreements under the Lease;
NOW, THEREFORE, for and in consideration of the mutual covenants herein
contained and of other good and valuable consideration, the parties hereby agree
as follows:
1. ASSIGNMENT BY AND WARRANTIES OF ASSIGNOR. Assignor assigns to Assignee
all of Assignor's right, title and interest in the Lease and the Assigned
Premises, effective as of the Assignment Date. Assignor hereby covenants and
warrants that (a) to the best of Assignor's knowledge, Assignor is not in
default under the Lease nor do any circumstances exist which by lapse of time or
after notice would result in a default under the Lease, (c) Assignor has not
encumbered by any prior transfer, assignment, mortgage or any encumbrance its
interest in the Lease, nor, to the best of Assignor's knowledge has Assignor's
interest in the Lease been encumbered by any prior transfer, assignment,
mortgage or any encumbrance, and (d) Assignor has full and lawful authority to
assign the Lease. The warranties contained in the paragraph are true and correct
as of the date hereof, will be true on the Assignment Date.
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2. ASSUMPTION AND ACCEPTANCE. Assignee assumes and agrees to perform each
and every duty and obligation of Assignor under the Lease with respect to the
Assigned Premises, effective as of the Assignment Date.
3. LIABILITY. Through and including the Assignment Date, Assignor shall
remain liable for the performance and observance of the covenants and conditions
contained in the Lease to be performed and observed. Assignor shall be released
for the performance and observance of the covenants and conditions contained in
the Lease to be performed and observed after the Assignment Date.
4. LIABILITY AND RELEASE OF XXXXX. Xxxxx shall remain liable under the
Guaranty (the "Guaranty") attached to the Lease and executed by Xxxxx
concurrently with the execution of the Lease by Assignor, for all obligations
under the Lease arising through August 24, 1995. Xxxxx is hereby released from
the Guaranty for all obligations under the Lease arising after August 24, 1995.
5. CONSENT OF LANDLORD. Landlord hereby consents to this Assignment and
certifies to Assignor and Assignee as follows:
A) Lessor owns fee simple title to the Assigned Premises.
B) All rent and other sums or charges due and payable under the Lease have
been paid in full through the Assignment Date, subject to adjustment of
operating expenses and taxes, which are reconciled once a year.
C) All rent and other sums or charges due under the Lease are paid to the
order of Xxxxxx X. Xxxxxxx at the following address:
0000 Xxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxx Xxxxxxx, Xxxxxxxx 00000
D) All notices to Lessor shall be delivered to Xxxxxx X. Xxxxxxx at the
following address:
0000 Xxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxx Xxxxxxx, Xxxxxxxx 00000
E) The undersigned has full power and authority to execute this Assignment
on behalf of the Lessor.
6. ENTIRE AGREEMENT. This instrument constitutes the entire agreement
between the Assignor and Assignee with respect to the Assigned Premises; no
prior written or contemporaneous oral promises or representations shall be
binding.
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7. COMPLIANCE WITH LAWS. The parties expressly intend that this Assignment
shall comply with all applicable laws, rules and regulations of all applicable
governmental, certification and regulatory authorities. Accordingly, the parties
agree to renegotiate, in good faith, any term, condition or provision of this
Assignment that is determined to be in contravention of any such law, rule or
regulation.
8. NO FURTHER ASSIGNMENT. Any subsequent assignments of Assignee's interest
in the Lease shall be subject to Lessor's prior written approval and consent.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
LESSOR: PARKWAY BANK AND TRUST COMPANY,
AS TRUSTEE AS AFORESAID, AND NOT INDIVIDUAL)
BY: /s/ Xxxxx X. Xxxxxxx
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ITS: Vice President Trust Officer
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ASSIGNOR: S. XXX XXXXX ENTERPRISES, INC. (FORMERLY
ALL SECURITY PRODUCTS & SERVICES, INC.
BY: /s/ Xxxxxxx X. Xxxxx, Pres.
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Xxxxxxx X. Xxxxx
ITS: President
Accepted and Agreed to on this 2nd day of
November, 1995
BY: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Individually
ASSIGNEE: MSG SECURITY, L.L.C.
BY: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
ITS: President of Security Associates
International, Inc., Sole manager
of MSG Security, Inc.
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