XXXXXXX Xxxxxx County Clerk's Office Superior Court
Filed & Recorded, June 28, 1989 at 2:31
/s/ Xxxxxxx Xxxxx CLERK
ASSIGNMENT OF AGREEMENT
THE STATE OF GEORGIA )
) KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF XXXXXX )
WHEREAS, by that certain Agreement dated as of October 10, 1988,
executed by The City of Atlanta, a municipal corporation (the "City"), and MCA
Concerts, Inc., a California corporation ("MCA"), a memorandum of which is
recorded in Book 12239, Page 70 of the Records of the Clerk of the Superior
Court of Xxxxxx County, as amended (the "Agreement"), the City and MCA have made
certain covenants and agreements which relate to (i) that certain Amended
Indenture of Lease between the City and Filmworks U.S.A., Inc., a Georgia
corporation, dated February 2, 1984 and recorded in Book 8831, Page 185 of the,
aforesaid Records, as amended, (ii) that certain Sublease between Filmworks,
U.S.A., Inc. and MCA, dated as of January 20, 1988, a memorandum of which is
recorded in Book 12239, Page 59 of the aforesaid Records, as amended, and (iii)
that certain real property which is situated in Xxxxxx County, Georgia, and
described in Exhibit A, attached hereto and by this reference incorporated
herein;
WHEREAS, MCA has heretofore assigned, transferred and conveyed to
MCA Concerts II, Inc., a California corporation ("Assignor"), all of MCA's
rights and interest in, to and under the Agreement;
WHEREAS, Xxxxxxxx has agreed to assign, transfer and convey to
MCA/PACE Amphitheaters Group, L.P., a Delaware limited partnership created by
Assignor and PACE Amphitheaters, Inc., a Texas corporation ("Assignee"), all of
Assignor's rights and interest in, to and under the Agreement, and, subject to
the terms and conditions herein provided, Assignee agrees to accept said
assignment, transfer and conveyance upon said terms and conditions;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and conditions herein contained:
1. Assignor has granted, bargained, sold, assigned, conveyed,
transferred and set over, and by these presents, does grant, bargain, sell,
assign, convey, transfer and set over unto Assignee, its successors and assigns,
all the rights, titles and interests of Assignor in, to and under the Agreement.
TO HAVE AND TO HOLD all the same unto Assignee, its successors and
assigns, forever, and Assignor does hereby bind itself and its successors and
legal representatives to warrant and forever defend the rights, titles and
interests in and under
the Agreement against every person whomsoever lawfully claiming the same or any
part thereof by, through or under Assignor, but not otherwise.
2. Assignee hereby accepts, assumes and agrees to be and become and
remain liable for all payments and other charges payable under the Agreement
accruing from and after the effective date of this assignment and for the due
performance of all the covenants, agreements, terms and provisions of the
Agreement, on Assignor's part to be performed, accruing from and after the
effective date of this assignment. Assignee hereby agrees to indemnify, defend
and save harmless Assignor of and from all fines, suits, claims, demands, losses
and actions (including reasonable attorneys' fees) arising out of or resulting
from the failure of Assignee to so pay and perform such obligations or by reason
of any injury or death to persons or damage to or loss of property on or about
the aforesaid real property from and after the effective date of this
Assignment.
3. This Assignment of Agreement shall bind and inure to the benefit
of Assignor and Assignee and their respective successors and assigns.
IN WITNESS WHEREOF, Assignor has caused this instrument to be
executed under seal and Assignee in token of its acceptance of the assignment,
transfer and conveyance herein made upon the terms and conditions herein
provided, and of its assumption and agreement to perform and to be bound by all
of the terms, conditions, obligations, undertakings and agreements of Assignor
contained in the Agreement hereafter to be performed, has executed this
instrument under seal, effective as of the 23rd day of June, 1989.
ASSIGNOR:
As to MCA Concerts II, Inc. MCA CONCERTS II, INC.,
and the execution by its a California corporation
officers, signed, sealed
and delivered this 15th
day of June, 1989 BY: /s/ Xxxx Xxxxxxx
in the presence of: ---------------------
Name: Xxxx Xxxxxxx
---------------------
Title: President
---------------------
/s/ Xxxx Xxxxxxx
---------------
Unofficial Witness ATTEST: /s/ [ILLEGIBLE]
--------------------
Name: [ILLEGIBLE]
-------------------
Title: Executive V.P.
-------------------
/s/ Xxxxx Xx Xxxxx
-----------------
Notary Public [Corporate Seal]
My Commission Expires:
July 10, 1992
-------------------------
(Notarial Seal)
-2-
ASSIGNEE:
As to MCA/PACE Amphitheatres MCA/PACE AMPHITHEATRES GROUP,
Group, L.P. and the execution L.P., a Delaware limited
by its general partner, MCA partnership
Concerts II, Inc., signed,
sealed and delivered this 15th BY: MCA CONCERTS II, INC.,
day of June, 1989 in a California corporation, one
the presence of: of two general partners
BY: /s/ Xxxx Xxxxxxx
---------------------
Name: Xxxx Xxxxxxx
/s/ Xxxx Xxxxxxx ---------------------
--------------- Title: President
Unofficial Witness ---------------------
ATTEST: /s/ [ILLEGIBLE]
--------------------
Name: [ILLEGIBLE]
-------------------
Title: Executive V.P.
-------------------
/s/ Xxxxx Xx Xxxxx
-----------------
Notary Public [Corporate Seal]
My Commission Expires:
July 10, 1992
-------------------------
(Notarial Seal)
As to MCA/PACE Amphitheatres BY: PACE AMPHITHEATRES, INC.
Group, L.P. and the execution a Texas corporation, one
by its general partner, PACE of two partners
Amphitheatres, Inc., signed,
sealed and delivered this ____
day of ____________, 1989 in
the presence of: BY:/s/
---------------------
Name:
---------------------
/s/ Title:
--------------- ---------------------
Unofficial Witness
ATTEST: /s/ Xxxxxx Xxxxxxxx
--------------------
Name: Xxxxxx Xxxxxxxx
-------------------
Title: Vice-President
-------------------
/s/
-----------------
Notary Public [Corporate Seal]
My Commission Expires:
-------------------------
(Notarial Seal)
-3-
EXHIBIT "A"
All that tract or parcel of land lying and being in Land Lots 58, 71 and 72 of
the 14th District of Xxxxxx County, Georgia and being more particularly
described as follows:
BEGINNING at a nail placed in the intersection formed by the centerline of South
Xxxxx Road (abandoned on June 4, 1958) and the southwest line of the
right-of-way of Claire Drive (being a 50 foot right-of-way); running thence
southeasterly along the southwest line of the right-of-way of Claire Drive, and
following the curvature thereof, a distance of 1379.3 feet to an iron pin
placed; running thence south 35 degrees 48 minutes west a distance of 481.9 feet
to an iron pin placed; running thence south 51 degrees 17 minutes 00 seconds
east a distance of 1096.0 feet to an iron pin placed; running thence south 45
degrees 14 minutes 30 seconds east a distance of 220.0 feet to an iron pin
placed; running thence south 74 degrees 29 minutes east a distance of 320.0 feet
to the center of a manhole; running thence south 46 degrees 29 minutes east a
distance of 326.3 feet to an iron pin placed on the northwest line of the
right-of-way of Lakewood Avenue (being a 60 foot right-of-way), said iron pin
placed being at a point 518.0 feet southwest, as measured along the northwest
line of the right-of-way of Lakewood Avenue, from the intersection formed by the
northwest line of the right-of-way of Lakewood Avenue and the southwest line of
the right-of-way of Shadydale Avenue; running thence southwesterly along the
northwest line of the right-of-way of Lakewood Avenue, and following the
curvature thereof, a distance of 1733.1 feet to an iron pin placed; running
thence north 84 degrees 50 minutes west a distance of 56.6 feet to an iron pin
placed; running thence south 29 degrees 45 minutes west a distance of 33.6 feet
to an iron pin placed; running thence in a westerly and northwesterly direction,
along the arc of a curve having a chord bearing north 65 degrees 22 minutes west
for 967.8 feet, a distance of 970.8 feet to an iron pin placed; running thence
south 87 degrees 46 minutes west along the north line of the right-of-way of
Lakewood Way (being a 60 foot right-of-way) a distance of 1176.2 feet to an iron
pin found in the intersection formed by the north line of the right-of-way of
Lakewood Way and the east line of the right-of-way of Xxxxx Road (being a 50
foot right-of-way); running thence north 00 degrees 32 minutes east along the
east line of the right-of-way of Xxxxx Road a distance of 1598.7 feet to a nail
placed in the intersection formed by the east line of the right-of-way of Xxxxx
Road and the centerline of South Xxxxx Road (abandoned June 4, 1958); running
thence in a northeasterly, easterly, southeasterly, northeasterly and northerly
direction along the centerline of South Xxxxx Road and following the curvature
thereof a distance of 2796.3 feet to the POINT OF BEGINNING (said course of
2796.3 feet being comprised of the arcs of the following chords: begin at the
nail placed in the intersection formed by the east line of the right-of-way of
Xxxxx Road and the centerline of South Xxxxx Road and run thence north 63
degrees 34 minutes east for 251.9 feet, run thence north 88 degrees 47 minutes
east for 357.8 feet, run thence north 89 degrees 44 minutes east for 272.2 feet,
run thence south 74 degrees 27 minutes east for 458.1 feet, run thence north 55
degrees 49 minutes east for 353.8 feet, run thence north 00 degrees 14 minutes
east for 569.8 feet and run thence north 00 degrees 00 minutes west for 563.4
feet to the nail placed in the intersection formed by the centerline of South
Xxxxx Road and the southwest line of the right-of-way of Claire Drive); being
property depicted as 132.62 acres on that certain blueprint of survey, to which
reference is made for all purposes, prepared by Xxxxx & Xxxxxxxx, Engineers,
dated May 20, 1970, and bearing the certification of X. X. Xxxxxxxx, Georgia
Registered Land Surveyor No. 490.
EXHIBIT "A"
TOGETHER WITH all other property, if any, owned by the City of Atlanta in Land
Lots 58, 71 and 72 of the 14th District of Xxxxxx County, Georgia within the
area which is bounded on the west by the above described property, on the south
by Lakewood Avenue, on the east by Shadydale Avenue and on the north by Claire
Drive, BUT NOT INCLUDING the rights of the City of Atlanta in and to (i) the
right-of-way of any road, street or highway dedicated to public use or (ii) any
utility easements or installations.
TOGETHER WITH all rights, members and appurtenances (except as hereinabove
expressly limited) pertaining to the above described property.
LESS AND EXCEPT that portion of the above-described property lying and being in
Land Lot 71 of the 14th District of Xxxxxx County, Georgia and being more
particularly described as follows:
BEGINNING at an iron pin found in the intersection formed by the east line of
the right-of-way of Xxxxx Road and the north line of the right-of-way of
Lakewood Way and running thence north 00 degrees 49 minutes 17 seconds west
along the east line of right-of-way of Xxxxx Road a distance of 27.80 feet to an
iron pin found in the intersection formed by the east line of the right-of-way
of Xxxxx Road and the southeast side of Lakewood Park Entrance Road; running
thence north 62 degrees 40 minutes 00 seconds east along the southeast side of
Lakewood Park Entrance Road a distance of 299.83 feet to an iron pin found;
running thence in a southeasterly, easterly and northeasterly direction, along
the arc of a curve having a chord running north 82 degrees 47 minutes 17 seconds
east for 156.00 feet, a distance of 173.40 feet to an iron pin set; running
thence north 61 degrees 21 minutes 01 seconds east a distance of 92.00 feet to
an iron pin found on the south side of Lakewood Park Entrance Road; running
thence south 86 degrees 17 minutes 01 seconds east along the south side of
Lakewood Park Entrance Road a distance of 277.56 feet to an iron pin found;
running thence south 82 degrees 22 minutes 59 seconds east along the south side
of Lakewood Park Entrance Road a distance of 230.00 feet to an iron pin set;
running south 39 degrees 14 minutes 49 seconds east along the southwest side of
Lakewood Park Entrance Road a distance of 45.00 feet to an iron pin set; running
thence south 57 degrees 45 minutes 17 seconds east along the southwest side of
Lakewood Park Entrance a distance of 125.00 feet to an iron pin found; running
thence south 05 degrees 25 minutes 06 seconds west along the west side of
Lakewood Park Entrance Road a distance of 25.05 feet to an iron pin found in the
intersection formed by the west side of Lakewood Park Entrance Road and the
north line of the right-of-way of Lakewood Way; running thence south 86 degrees
31 minutes 57 seconds west along the north line of the right-of-way of Lakewood
Way a distance of 1,119.33 feet to an iron pin found; running thence north 57
degrees 14 minutes 39 seconds west along the northeast line of the right-of-way
of Lakewood Way a distance of 24.92 feet to the POINT OF BEGINNING; being
property depicted as 3.80 acres on that certain blueprint of survey, to which
reference is made for all purposes, prepared by and bearing the certification of
Xxxxxx X. Xxxxxx, Georgia Registered Land Surveyor No. 1896, dated April 1977;
being property developed as the Southeast Atlanta Neighborhood Facility pursuant
to a Resolution proposed by the Human Resources Committee under date of August
3, 1976, adopted by the Council of the City of Atlanta on August 16, 1976 and
approved by the Mayor on August 20, 1976.
EXHIBIT "A"
FURTHER LESS AND EXCEPT that portion of the above described property lying and
being in Land Lot 72 of the 14th District of Xxxxxx County, Georgia, and being
an area of 5.42 acres as shown on General Site Plan of the Lakewood Substation
as filed in the Office of Engineering, Department of Environment and Streets,
City of Atlanta, Georgia.
FURTHER LESS AND EXCEPT that portion of the above described property, if any,
located in Land Lot 58 of the 14th District, and being that property bounded on
the north by the north Land Lot Line of Land Lot 58, on the south by the
southerly right-of-way line of Daleview Drive, and the extension of said line to
the westerly right-of-way line of Shadydale Avenue, on the west by the west land
lot line of Land Lot 58, and on the east by the westerly right-of-way line of
Shadydale Avenue.
