ASSIGNMENT AND ASSUMPTION OF LEASES AND
SECURITY DEPOSITS
This Assignment and Assumption Agreement is made this 5th day of March,
2004, between XXXXXX REALTY PARTNERS, L.P., a Pennsylvania limited partnership
having an address at c/o Xxxxxxx Xxxxxx Development Corporation 0000 Xxxxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxx, XX 00000 ("Assignor") and CEDAR XXXXXX, LLC, a
Delaware limited liability company, having an address at 00 Xxxxx Xxxxxx Xxxxxx,
Xxxx Xxxxxxxxxx, Xxx Xxxx 00000 (the "Assignee").
BACKGROUND
Assignor and Assignee entered into a certain Agreement of Purchase and
Sale dated December 24, 2003, (the "Agreement of Sale"), in which Assignor
agreed to sell and Assignee agreed to purchase certain real estate and other
real and personal property more fully described therein, which real estate is
described on Exhibit "A" attached hereto and made a part hereof (the
"Property"). Pursuant to the Agreement of Sale, under which closing is taking
place on the date hereof, Assignor desires to transfer and assign to Assignee
all of Assignor's right, title, interest and privileges in and to (a) all
existing leases for portions of the Property (the "Leases"), (b) the security
deposits, guarantees and other security for the performance of the tenants'
obligations under the respective Leases being held by Assignor with respect to
the Leases (the "Security"), and Assignee desires to accept such assignment and
assume Assignor's obligations under the Leases arising from and after the date
hereof including, without limitation, those in respect of the Security. Any
capitalized terms used in this instrument that are defined in the Agreement of
Sale shall have the meanings given such terms in the Agreement of Sale.
NOW, THEREFORE, intending to be legally bound hereby, Assignor and
Assignee agree as follows:
1. Assignor hereby absolutely and irrevocably transfers and assigns to
Assignee all of Assignor's right, title, interest, claims and privileges, as
landlord, in and to the Leases and the Security, all of which are listed on
Exhibit "B" and Exhibit X-x, respectively, attached hereto and made a part
hereof. Assignor represents and warrants to Assignee that Exhibit B is a true,
complete and correct list of the Leases which affect the Property, including all
amendments, modifications, letter agreements, assignments and guaranties thereof
or relating thereto. Assignor represents and warrants to Assignee that there are
no agreements (written or oral) affecting the Property or any portion thereof in
the nature of leases (including ground leases), concessions, licenses or
occupancy agreements, or any amendments, modifications side letters or
guaranties thereof, other than the Leases listed on Exhibit B, true and complete
copies of which have been delivered to Assignee. Assignor represents and
warrants to Assignee that Exhibit X-x contains a complete list of all security
deposits and letters of credit (if any) posted with Assignor as security,
affecting the Property. Assignor agrees to indemnify, defend and hold Assignee
harmless from and against any and all losses, liabilities or damages, including
reasonable attorneys fees and litigation expenses, arising as a result of claims
asserted against Assignee under the Leases (or otherwise) for events occurring
prior to the date hereof (including, without limitation, claims for the return
of any Security not listed on Exhibit "X-x").
2. Assignee hereby assumes and agrees to perform all of the Assignor's
obligations, as landlord, arising or to be performed under the Leases from and
after the date of this Assignment. Assignee agrees to indemnify, defend and hold
Assignor harmless from and against any and all loss, liability or damages,
including without limitation reasonable attorneys fees and costs of suit,
arising as a result of claims asserted against Assignor under the Leases for
events occurring on or after the date hereof (including without limitation
claims for the return of any Security listed on Exhibit "X-x").
3. The rights and obligations of the parties hereto shall be binding
upon and inure to the benefit of Assignee and Assignor and their respective
successors and assigns.
4. This Agreement, its construction, validity and effect, and its
interpretation, performance and enforcement, and the remedies therefor, shall be
governed and construed by and according to the laws of the Commonwealth of
Pennsylvania,
5. This Agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute one entire
original Assignment.
IN WITNESS WHEREOF, the parties have executed this Assignment and
Assumption Agreement as of the day and year first above written.
ASSIGNOR:
XXXXXX REALTY PARTNERS, L.P.,
a Pennsylvania general partnership
By: Xxxxxxx Xxxxxx Acquisition Corporation.
a Pennsylvania corporation,
its General Partner
By: /s/ Xxx X. XxXxxxxx
------------------------------------------
Xxx X. XxXxxxxx, Vice President
ASSIGNEE:
CEDAR XXXXXX, LLC
a Delaware limited liability company
By: Cedar Shopping Centers Partnership, L.P.,
a Delaware limited partnership,
its sole member
By: Cedar Shopping Centers, Inc.,
a Maryland corporation,
its general partner
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Xxxxxx X. Xxxxxx
Vice President
EXHIBIT B
(Tenant Leases)
Leases for The Commons
Supervalu Holdings - PA, LLC (Shop N Save)
o Lease between Xxxxxx Realty Partners, L.P. ("Landlord") and
Supervalu Holdings-PA, LLC ("Tenant") dated December 16, 1999
o Amendment No. 1 to Lease between Xxxxxx Realty Partners, L.P. ("Landlord")
and Supervalu Holdings - PA, LLC ("Tenant") dated June 14, 2001
The Xxxxx-Xxxxxxx Stores Corp.
o Lease between Xxxxxx Realty Partners, L.P. ("Landlord") and The
Xxxxx-Xxxxxxx Stores Corp. ("Tenant") dated January 25, 2001
Pier 1 Imports (U.S.), Inc.
o Lease between Xxxxxx Realty Partners, L.P. ("Landlord") and Pier 1 Imports
(U.S.), Inc. ("Tenant") dated February 15, 2001
Acton Enterprises, Inc. (Shoe Sensation)
o Lease between Xxxxxx Realty Partners, L.P. ("Landlord") and Acton
Enterprises, Inc. d/b/a Shoe Sensation ("Tenant") dated October 8, 2003
Fashion Bug Plus #8060, Inc.
o Lease between Xxxxxx Realty Partners, L.P. ("Landlord") and Fashion Bug
Plus #8060, Inc. ("Tenant") dated Xxxxx 0, 0000
Xxxxxxxxxxx, Inc.
o Lease between Xxxxxx Realty Partners, L.P. ("Landlord") and Blockbuster,
Inc. ("Tenant") dated August 31, 2001
RadioShack Corporation
o Lease between Xxxxxx Realty Partners, L.P. ("Landlord") and Radio Shack
Corp. ("Tenant") dated October 2, 2001
o Radio Shack letter dated November 25, 2002 allowing Landlord to lease
space to Rent-A-Center
R & R Optical, Inc. (Wise Eyes)
o Lease between Xxxxxx Realty Partners, L.P. ("Landlord") and R & R Optical,
Inc. d/b/a Wise Eyes Optical ("Tenant") dated August 21, 2001
Nickay Corporation (Quizno's Classic Subs)
o Lease between Xxxxxx Realty Partners, L.P. ("Landlord") and Nickay
Corporation d/b/a Quizno's Classic Subs dated August 1, 2001
Xxxxx Beauty Company, Inc.
o Lease between Xxxxxx Realty Partners, L.P. ("Landlord') and Xxxxx Beauty
Company, Inc. d/b/a Xxxxx Beauty Supply dated August 1, 2001
Rent-A-Center, Inc.
o Lease between Xxxxxx Realty Partners, L.P. ("Landlord") and Rent-A-Center,
Inc. ("Tenant") dated December 2, 2002
o Rent-A-Center letter dated April 16, 2003 discussing the Tenant
Improvement Allowance
The Winery at Xxxxxx, Inc.
o Lease between Xxxxxx Realty Partners, L.P. ("Landlord") and The Winery at
Xxxxxx, Inc. d/b/a The Winery at Xxxxxx dated March 25, 2002
Holiday Hair, Inc.
o Lease between Xxxxxx Realty Partners, L.P. ("Landlord") and Holiday Hair,
Inc. d/b/a Holiday Hair dated May 23, 2002
Gourmet Buffet of Xxxxxx, Inc.
o Lease between Xxxxxx Realty Partners, L.P. ("Landlord") and Gourmet Buffet
of Xxxxxx, Inc. dated May 23, 2002
Dollar Tree Stores, Inc.
o Lease between Xxxxxx Realty Partners, L.P. ("Landlord") and Dollar Tree
Stores, Inc. dated October 30, 2002
Xxxxxxx Family II, LLC (Card$mart)
o Lease between Xxxxxx Realty Partners, L.P. ("Landlord") and Xxxxxxx Family
II, LLC d/b/a Card$mart ("Tenant") dated February 11, 2003
Xxxxxxx X. Xxxxxxx (Xxxxxxx Laundromat)
o Lease between Xxxxxx Realty Partners, L.P. ("Landlord") and Xxxxxxx X.
Xxxxxxx ("Tenant") dated March 17, 0000
Xxxxxxx X. Xxxxx, Xx. and Xxxxx X. Xxxxx (Black Forest Furniture)
o Lease between Xxxxxx Realty Partners, L.P. ("Landlord") and Xxxxxxx X.
Xxxxx, Xx. and Xxxxx X. Xxxxx ("Tenant") dated June 16, 2003
Mattress Emporium
o Lease between Xxxxxx Realty Partners, L.P. ("Landlord") and Genesis
Ventures, LTC d/b/a Mattress Emporium ("Tenant") dated December 11, 2003
Check 'N Go of Pennsylvania, Inc.
o Lease between Xxxxxx Realty Partners, L.P. ("Landlord") and Check 'N Go of
Pennsylvania, Inc. d/b/a Check 'N Go dated November 24, 2003
EXHIBIT B-1
(Security Deposits)
Tenant Security Deposit
Executed Leases:
Shop 'n Save $0
Elder Xxxxxxx $0
Pier 1 Imports $0
Shoe Sensation $0
Fashion Bug $0
Blockbuster Video $0
Radio Shack $0
Wise Eyes Optical $2,567
Quizno's Classic Subs $2,000
Xxxxx Beauty Supply $0
Rent A Center $0
The Winery at Xxxxxx $2,250
Holiday Hair $0
Gourmet Buffet $6,700
Dollar Tree $0
CardSmart $2,600
Xxxxxxx Laundrymat $1,575
Black Forest Furniture $1,500
Check 'N Go $1,500
Mattress Emporium $0
Executed Subtotal $20,692
