ASSIGNMENT AND ASSUMPTION OF
AGREEMENT FOR COMPLETION AND GUARANTEE
THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENT FOR COMPLETION AND
GUARANTEE (this "Assignment") is executed as of this _____ day of November,
2002, by CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation
("Seller"), and CEDAR-CAMP HILL, LLC, a Delaware limited liability company
("Purchaser").
Purchaser is this day purchasing from Seller and Seller is conveying to
Purchaser the real property described on Exhibit A attached hereto and made a
part hereof together with all improvements thereon and appurtenances thereto
(herein called the "Property"). Seller is a party to a certain "Borough of Camp
Hill Agreement for Completion and Guarantee of Plan Improvements" dated the 19th
day of December, 2001 (the "Completion Agreement") pursuant to which Seller is
responsible to the Borough of Camp Hill for the completion of certain
improvements located upon the Property, a copy of which is attached hereto as
Exhibit B and made a part hereof.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller hereby transfers and assigns to Purchaser, effective as of
the date hereof, all right, title, and interest of Seller in, to and under the
Completion Agreement, including any and all rights of Seller to any and all
deposits thereunder.
Seller on behalf of itself, its successors and assigns does hereby
agree to indemnify and hold Purchaser, its successors and assigns, harmless from
and against all liabilities arising out of events occurring under the Completion
Agreement prior to the date hereof but not thereafter, provided, however, that
the foregoing indemnity shall not imply any warranty or indemnity with respect
to compliance with environmental and land use laws or the use, generation or
disposal of hazardous materials, such matters being governed solely by the terms
of that certain Agreement of Purchase and Sale between Seller and Cedar Income
Fund Partnership, L.P. having an Effective Date (as defined therein) of August
14, 2002, as amended by that certain First Amendment to Agreement of Purchase
and Sale dated September 12, 2002, Second Amendment to Agreement of Sale and
Purchase dated October 31, 2002, and Third Amendment to Agreement of Purchase
and Sale dated as of November 15, 2002, Cedar Income Fund Partnership, L.P.'s
interest in which was assigned to Purchaser on the date hereof.
-1-
Purchaser on behalf of itself, its successors and assigns does hereby
agree to indemnify and hold Seller, its successors and assigns harmless from all
liabilities arising out of events occurring under the Completion Agreement from
and after the date hereof.
Purchaser hereby assumes all obligations of Seller under the Completion
Agreement arising from and after the date hereof.
This Assignment may be executed in any number of counterparts, each of
which may be executed by any one or more of the parties hereto, but all of which
shall constitute one instrument, and shall be binding and effective when all
parties hereto have executed at least one counterpart.
The terms and provisions of this Assignment shall be binding upon and
inure to the benefit of the respective parties hereto and their respective
successors and assigns.
SIGNATURES FOLLOW ON NEXT PAGE
-2-
EXECUTED as of the day and year first written above.
SELLER:
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY, a Connecticut corporation
By: CIGNA Investments, Inc., a Delaware
corporation, its authorized agent
By:
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
PURCHASER:
CEDAR-CAMP HILL, LLC, a Delaware limited
liability company
By:
------------------------------------
Name: Xxx X. Xxxxxx
Title: President
-3-
EXHIBIT A
TO
ASSIGNMENT AND ASSUMPTION OF
AGREEMENT FOR COMPLETION AND GUARANTEE
Legal Description
-----------------
ALL THAT CERTAIN tract of ground situate in the Borough of Camp Hill
and the Township of East Pennsboro, County of Cumberland and Commonwealth of
Pennsylvania, bounded and described as follows, to wit:
BEGINNING at a point, said point being the right-of-way intersection of
the southern right-of-way line of Xxxxxxx Road and the western right-of-way line
of Xxxxx 00xx Xxxxxx; thence along the western right-of-way line of South 32nd
Street, South 40 degrees 33 minutes 00 seconds East, a distance of 134.51 feet
to a point; thence along the same, South 10 degrees 26 minutes 00 seconds East,
a distance of 461.34 feet to a point; thence along the same, South 11 degrees 48
minutes 00 seconds East, a distance of 870.92 feet to a point; thence along land
of Commonwealth of Pennsylvania, Ramp "H" Harrisburg Expressway the following
seven (7) courses: (1) South 78 degrees 12 minutes 00 seconds West, a distance
of 14.00 feet to a point; thence (2) on an arc of a curve curving to the right
having a radius of 394.00 feet, an arc length of 368.30 feet to a point; thence
(3) South 41 degrees 45 minutes 28 seconds West, a distance of 511.18 feet to a
point; thence (4) South 56 degrees 19 minutes 00 seconds West, a distance of
198.36 feet to a point; thence (5) along an arc of a curve curving to the right
having a radius of 364.00 feet, an arc length of 247.77 feet to a point; thence
(6) South 05 degrees 19 minutes 00 seconds West, a distance of 16.00 feet to a
point; thence (7) North 84 degrees 41 minutes 00 seconds West, a distance of
86.77 feet to a point; thence along land now or late of Pennsylvania Real Estate
Investment Trust the following four (4) courses: (1) North 24 degrees 49 minutes
00 seconds West, a distance of 99.92 feet to a point; (2) thence North 65
degrees 11 minutes 00 seconds East, a distance of 15.00 feet to a point; (3)
thence North 24 degrees 49 minutes 00 seconds West, a distance of 120.00 feet to
a point; (4) thence North 64 degrees 26 minutes 00 seconds East, a distance of
303.09 feet to a point; thence along the same, land now or late of Hampden
Industrial Development Authority and land now or late of Xxxxxxx Xxxxx & Sons,
Inc., North 24 degrees 49 minutes 00 seconds West, a distance of 1,633.31 feet
to a point on the Southern right-of-way line of Xxxxxxx Road; thence along said
right-of-way line, North 65 degrees 21 minutes 00 seconds East, a distance of
1,184.06 feet to a point the point of BEGINNING.
BEING THE SAME PREMISES which Mid-Island Properties, Inc., a
Pennsylvania Corporation, conveyed unto Connecticut General Life Insurance
Company, a Connecticut Corporation, by deed dated November 10, 2000 and recorded
November 15, 2000 in Record Book 233, Page 1140.
BEING Property Parcel Number 01-21-0273-410.
-4-
EXHIBIT B
TO
ASSIGNMENT AND ASSUMPTION OF
AGREEMENT FOR COMPLETION AND GUARANTEE
Copy of Agreement for Completion and Guarantee
----------------------------------------------
-5-
