EXHIBIT 10(nnnn)
ASSIGNMENT AND ASSUMPTION OF LEASES
THIS ASSIGNMENT AND ASSUMPTION OF LEASES (hereinafter referred to as this
"Agreement"), made and entered into as of the 8th day of July, 1998, by and
between MADISON PLAZA VENTURE, an Illinois general partnership (hereinafter
referred to as "Partnership"), XXXX XXXXXX BANK, as Trustee under Trust
Agreement dates September 10, 1980 and known as Trust No. 40649
("Trustee")(Partnership and Trustee herein together called "Seller") and
OVERSEAS PARTNERS (MADISON PLAZA) LLC, an Illinois limited liability company
(hereinafter referred to as "Purchaser".
WITNESSETH:
WHEREAS, Trustee is the legal title owner and Partnership is the beneficial
owner of certain improved real property (hereinafter referred to as the
"Property") located in the City of Chicago, County of Xxxx, State of Illinois,
as more particularly described in Exhibit "A" attached hereto and by this
reference made a part hereof; and
WHEREAS, Trustee has on even date conveyed the Property to Purchaser, and
in connection therewith Seller wishes hereby to transfer and assign to Purchaser
all of Seller's right, title and interest in and to certain leases related to
the Property as more particularly described below.
NOW THEREFORE, in consideration of the sum of Ten dollars ($10.00) and
other good and valuable consideration, in hand paid by Purchaser to Seller, the
receipt and sufficiency of which are hereby acknowledged, Seller and purchaser
hereby covenant and agree as follows:
1. Assignment and Assumption. Seller hereby transfers and assigns to
Purchaser all of Seller's right, title and interest in and to the lease, rental
and occupancy agreements (hereinafter referred to collectively as the "Leases")
described in "Exhibit B" attached hereto and by this reference made a part
hereof. Purchaser hereby assumes Seller's obligations and liabilities accruing
on or after the date of this Agreement under the Leases. Further, Purchaser
hereby agrees to indemnify Seller and hold Seller harmless from any claims,
loss, damage, liability, cost or expense (including, without limitation,
reasonable attorney's fees) which Seller shall hereafter incur or have asserted
against it with regard to said obligations and liabilities assumed by Purchaser
in connection with the Leases.
2. Seller's Indemnity. Seller hereby agrees to indemnify Purchaser and
hold Purchaser harmless from any claims, loss, damage, liability, cost or
expense (including without limitation, reasonable attorney's fees) which
Purchaser shall hereafter incur or have asserted against it in connection with
obligations and liabilities under the Leases accruing prior to the date of this
Agreement.
3. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of Purchaser and Seller and their respective heirs, legal
representatives, successors and assigns.
4. Counterparts. This Agreement may be executed in counterparts, and all
such executed counterparts shall constitute the same agreement.
5. Trustee Exculpation. This Agreement is executed by XXXX XXXXXX BANK,
not personally, but as Trustee as aforesaid, in the exercise of power and
authority conferred upon and vested in it as Trustee, and under the express
direction of the beneficiaries of the said Trust. It is expressly understood
and agreed that nothing herein shall be construed as creating any liability
whatsoever against said Trustee personally; and in particular, without limiting
the generality of the foregoing, there shall be no personal liability to pay any
indebtedness accruing hereunder or to perform any covenant, either express or
implied, herein contained, or to keep, preserve, or sequester any property of
said Trust, and that all personal liability of said Trustee of every sort, if
any, is hereby expressly waived by said Tenant, and by every person now or
hereafter claiming any right or security hereunder; and that so far as the said
Trustee is concerned, the owner of any indebted ness or liability accruing
hereunder, shall look solely to the assets of said Trust and the proceed thereof
for the payment thereof.
IN WITNESS WHEREOF, Seller and Purchaser have executed this Agreement as of
the date first above written.
SELLER:
MADISON PLAZA VENTURE, an Illinois general
partnership
By: MW Associates, an Illinois general
partnership, its Managing Venturer
By: The Equitable Life Assurance Society of the
United States, its Managing Venturer
By: \s\ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Investment Officer
2
XXXX XXXXXX BANK, as Trustee as aforesaid
By: ??????????
Name:
Title:
PURCHASER
OVERSEAS PARTNERS (MADISON PLAZA) LLC,
an Illinois limited liability company
By: Overseas Partners (Madison Plaza), Inc., a
Delaware corporation, its sole member
By:
Name:
Title:
3
XXXX XXXXXX BANK, as Trustee as aforesaid
By:
Name:
Title:
PURCHASER:
OVERSEAS PARTNERS (MADISON PLAZA) LLC,
an Illinois limited liability company
By: Overseas Partners (Madison Plaza), Inc.,
a Delaware corporation, its sole member
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: President, CEO
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EXHIBIT A
LEGAL DESCRIPTION OF THE LAND
THE EAST 1/2 OF LOT 6 AND ALL OF LOTS 7 AND 8 (ALL TAKEN AS A TRACT) EXCEPTING
FROM SAID TRACT THAT PART TAKEN FOR WIDENING OF MADISON STREET IN BLOCK 54 IN
ORIGINAL TOWN OF CHICAGO IN XXXXXXX 0, XXXXXXXX 00 XXXXX, XXXXX 14 EAST OF THE
THIRD PRINCIPAL MERIDIAN, IN XXXX COUNTY, ILLINOIS
5
EXHIBIT B
LEASES
(SEE ATTACHED)
0
XXXXXXX XXXXX LEASE FILE AUDIT
27-Jun-98
10:08 AM
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SUITE TENANT DOCUMENT DOCUMENT DATE
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2800 3077 X. Xxxxxxxxx Corp. Lease Agreement August 4, 1993
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1835 Accuword International of Illinois, Inc. Lease Agreement March 2, 1992
First Amendment December 10, 1993
Termination Agreement March 19, 1998
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220 Acculingua of Illinois, Inc. Lease Agreement March 19, 1998
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230 Accuworld, LLC Lease Agreement March 19, 1998
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520 Addeco Employment Services, Inc. Lease Agreement May 29, 1997
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2400 & 2500 Xxxxx & Xxxxxx, Inc. Lease Agreement July 25, 1984
Lease Amendment Undated
Settlement Agreement July 20, 1994
Second Amendment July 20, 1994
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3510 Xxxxx, Xxxxxxxx & Company Lease Agreement July 1, 1983
Lease Amendment July 1, 1983
First Amendment July 25, 1989
Second Amendment October, 1991
Third Amendment September 5, 1995
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2610 Xxxxxx & Xxxxxxxxx Lease Agreement August 31, 1994
First Amendment May 23, 1995
Second Amendment June 9, 1995
Third Amendment January 22, 0000
Xxxxxx Xxxxxxxxx October 25, 1996
Fifth Amendment January 15, 1997
Sixth Amendment September 8, 1997
Seventh Amendment October 14, 1997
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1020 Bear Xxxxxxx & Co., Inc. Lease Agreement December 12, 1997
First Amendment February 27, 1998
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2670 Benefits Communication Corporation Lease Agreement March 2, 1995
First Amendment December 18, 1995
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2040 Birndorf & Birndorf, P.C. Lease Agreement May 30, 1995
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460 Xxxxxxx University Lease Agreement July 18, 1995
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1910 Xxxxx Xxxxx & Associates, Ltd. Lease Agreement February 18, 1993
Xxxxx Xxxxx & Associates, Ltd. Storage Agreement July 6, 1995
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3540 Xxxxxx Xxxxxxx/dba The Xxxxxxx Group Lease Agreement July 1, 1993
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0
XXXXXXX XXXXX LEASE FILE AUDIT
27-Jun-98
10:08 AM
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SUITE TENANT DOCUMENT DOCUMENT DATE
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Letter Agreement June 11, 1998
2300 Canadian Imperial Bank of Commerce Lease Agreement September 14, 1984
First Amendment September 14, 1984
Second Amendment May, 1990
Third Amendment February 2, 1995
1950 Xxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxxxxx & Xxxxx Lease Agreement October 20, 1992
2010 The Xxxxxx Group, Inc. Lease Agreement August 5, 1997
First Amendment January 29, 1998
2175 Xxxxxx, Xxxxxx X. & Xxxxxx, Xxxxxxx X. Lease Agreement March 26, 1996
3440 Centura Software Corporation Lease Agreement July 15, 1996
First Amendment August 1, 1996
2000 Chicago Capital, Inc Lease Agreement September 1, 1995
Parking Agreement January 24, 1996
3660 Xxxxxx X. Xxxxxxxxx & Associates Lease Agreement June 9, 1994
Parking Agreement October 9, 1996
716 Column financial, Inc. Lease Agreement July 9, 1997
2180 Corporate Real Estate Solutions, Inc. Lease Agreement July 16, 1996
470 CPC Electrical Supply Company Lease Agreement September 1, 1996
First Amendment September 1, 1997
600 Dearborn Partners, LLC Lease Agreement June 10, 1997
3550 Decision Quest, Inc. Lease Agreement December 15, 1995
1700 Xxxxxxxxx Xxxxxx & Xxxxxxxx, Inc. License/Indemnification June 22, 1992
Agreement
Lease Agreement December 29, 1992
First Amendment June 7, 1996
Parking Agreement November 1, 1993
Parking Agreement February 1, 1996
Storage Agreement (6) December 4, 1996
Parking Agreement October 24, 1996
Second Amendment March 30, 1998
1010 DLJ Long Term Investment Corporation Lease Agreement August 8, 1997
2850 Fact Finders, Inc/dba Xxxxxxx & Xxx Lease Agreement May 28, 1993
First Amendment July 1, 1993
Second Amendment April 27, 1994
8
MADISON PLAZA LEASE FILE AUDIT
27-Jun-98
10:08 AM
SUITE TENANT DOCUMENT DOCUMENT DATE
3500 Xxxxxxxx Partners LLP Lease Agreement September 9, 1994
Storage Agreement April 15, 1997
2100 FMC Corporation Lease Agreement March 3, 1995
FMC Corporation Parking Agreement May 1, 1995
472 Xxxxxxx X. Xxxxxx Lease Agreement December 20, 1993
2250 The Grabscheid Group, Ltd. Lease Agreement January 28, 1992
First Amendment February 1, 1997
Second Amendment January 27, 1997
Parking Agreement March 19, 1993
900, 1100 The Hartford Fire Insurance Company Lease Agreement February 2, 1984
Letter February 15, 1984
Letter June 19, 1984
Letter June 27, 1984
Expansion Amendment February 15, 1985
Letter April 29, 1985
Second Amendment February 13, 1987
Third Amendment June 18, 1987
The Hartford Fire Insurance Company Fourth Amendment November 9, 1987
Fifth Amendment January 21, 1991
Sixth Amendment March 19, 1992
Parking Agreement April 30, 1987
Letter February 22, 1993
Letter June 15, 1994
Letter June 20, 1995
Amendment to 6/20/95 Letter Undated
2450 The Hunter Group, Inc. Lease Agreement March 19, 1997
Floors 39-44 Hyatt Corporation Lease Agreement August 4, 1983
First Amendment August 4, 1983
Sign Amendment January 22, 1985
3000 Expansion Amendment May 25, 1988
Letter Agreement February 11, 1998
2900 Second Expansion Amendment October, 1998
2700 Third Expansion Amendment May 20, 1998
9
MADISON PLAZA LEASE FILE AUDIT
27-Jun-98
10:08 AM
SUITE TENANT DOCUMENT DOCUMENT DATE
510 Innovative Network Solutions Corp. Lease Agreement June 1, 1996
Parking Agreement January 2, 1996
Lobby Karad Drug Company, Inc. Lease Agreement March 27, 1997
1970 Kelley, Drye, & Xxxxxx Lease Agreement February 28, 1995
First Amendment April 24, 1998
475 Xxxx X. Xxxxxx/DBA Xxxx Xxxxxx & Assoc. Ltd. Lease Agreement February 27, 1996
490 Lake Shore Asset Management Lease Agreement January 17, 1997
2200 Lazard Freres & Co. Lease Agreement March 31, 1993
Lazard Freres & Co. First Amendment March 28, 1997
Second Amendment August 20, 1997
Assignment of Parking February 20, 1998
2780 LSV Asset Management Lease Agreement January 1, 2698
2120 Law Offices of Xxxx X. Xxxxx Lease Agreement November 11, 1996
Lobby Madison Group Lease Agreement June 13, 1984
d/b/a Lloyd's Restaurant Lease Amendment June 13, 1984
Second Amendment April 1, 1993
760 Mantiss Information Group Lease Agreement January 29, 1998
1860 Metropolitan Fiber Systems of Chicago, Inc. Lease Agreement January 15, 1992
First Amendment January 1, 1997
410 Mercantile Capital Markets Lease Agreement April 3, 1996
First Amendment December 18, 1996
Second Amendment December 12, 1997
2420 MG Metals Corp. Lease Agreement July 17, 1992
First Amendment November 1, 1995
3630 Midwest Mortgage Management Co. Lease Agreement May 31, 1996
First Amendment May 20, 1997
2050 Xxxxxx-Xxxxxxx Management Corp. Lease Agreement December 28, 1987
First Amendment February 28, 1991
Second Amendment July 1, 1994
2700 Xxxxx & Company Lease Agreement September 13, 1985
First Amendment September 13, 1985
Second Amendment July 27, 1990
Third Amendment June 12, 1992
10
MADISON PLAZA LEASE FILE AUDIT
27-Jun-98
10:08 AM
SUITE TENANT DOCUMENT DOCUMENT DATE
Parking Agreement January 7, 1993
14-16 National Futures Association Lease Agreement August 30, 1982
First Amendment August 30, 1982
Option Amendment July 25, 1983
Second Option Amendment June 27, 1984
Second Amendment May 6, 1991
Third Amendment May 31, 1996
2805 O'Brien-Frietzberg, Inc. Lease Agreement May 6, 1993
Storage Agreement September 9, 1993
First Amendment January 5, 1996
Second Amendment January 31, 1997
1300 Office of Thrift Supervision Lease Agreement March 29, 1995
First Amendment March 30, 1998
630 Pacific Advisory Services, Inc. Lease Agreement February 22, 1994
420 Price & Associates, Inc. Lease Agreement December 8, 1995
Pritzker & Pritzker Lease Agreement January 27, 1982
Lease Amendment January 27, 1982
Floors 37 & 38 Lease Assignment July 31, 1986
Letter Agreement November 1986
Agreement November 17, 1988
2240 Second Amendment March 20, 1998
Third Amendment February 1, 0000
Xxxxxx Xxxxxxxxx April 8, 1994
36th Fifth Amendment August 1, 1994
2240 Sixth Amendment December 19, 1995
34th Seventh Amendment March 20, 1996
Floors 34, 37, 38 Eighth Amendment September 16, 1996
3700 Ninth Amendment February 28, 1997
Floors 34 - 37 Tenth Amendment March 14, 1997
36th Eleventh Amendment April 30, 1997
Parking Agreement July 16, 1997
36th Twelfth Amendment September 5, 1997
36th Thirteenth Amendment October 28, 1997
11
MADISON PLAZA LEASE FILE AUDIT
27-Jun-98
10:08 AM
SUITE TENANT DOCUMENT DOCUMENT DATE
Parking Agreement March 1, 1995
Parking Assignment February 20, 1998
400 Professional Market Brokerage, Inc. Lease Agreement January 15, 1997
1940 Project Management Associates, Inc. Lease Agreement September 12, 1995
First Amendment May 29, 1998
2810 Protocol International, Inc. Lease Agreement June 5, 1997
300 Publishers Credit Services, Inc. Lease Agreement March 30, 1998
505 RBZ/dba Xxxxx & Xxxxxxxxxx Lease Agreement February 15, 1996
3450 Renaissance Capital Group, Inc. Lease Agreement July 11, 1995
000 Xxxxx Xxxxxxxxxx Associates, Inc. Lease Agreement April 30, 1994
Amendment May 13, 1997
3660 River West Consultants Lease Agreement September 24, 1993
Lease Amendment September 2, 1997
770 Xxxxxxx & Associates Lease Agreement May 23, 1994
First Amendment September 24, 1996
Second Amendment November 15, 1996
685 Xxxxxxx & Xxxxxx, Ltd. Lease Agreement November 24, 1992
450 Rub, Xxxxx X. Lease Agreement April 26, 1996
3640 Xxxx Xxxx & Co. Lease Agreement May 5, 1997
1900 SCA Consulting Lease Agreement August 31, 1996
2150 SLP Infoware Lease Agreement October 28, 1996
First Amendment November 1, 1996
1975 Sato Travel Lease Agreement February 1, 1995
Parking Agreement December 29, 1995
Shared Technology Xxxxxxxxx Telecom Lease Agreement September 1, 1996
2110 Xxxxx Xxxxxx Associates Lease Agreement June 6, 1996
2600 Sprint Communications Co., LLP Lease Agreement August 20, 1984
Lease Amendment August 20, 1984
Second Amendment September 27, 1989
Third Amendment February 1, 1994
2260 Xxxxxxxx, Xxxxxx & Associates, Inc. Lease Agreement March 13, 1992
First Amendment May 1, 1994
Second Amendment February 28, 1997
12
MADISON PLAZA LEASE FILE AUDIT
27-Jun-98
10:08 AM
SUITE TENANT DOCUMENT DOCUMENT DATE
31-34 Towers Xxxxxx, Inc. Lease Agreement August 30, 1994
Letter Agreement September 27, 1996
First Amendment October 1, 1996
Second Amendment January 6, 1997
Third Amendment September 29, 0000
Xxxxxx Xxxxxxxxx June 1998
590 Trust Consultants, Inc. Lease Agreement October 24, 1997
440 Xxxxxx, Xxxxxxx X. Lease Agreement March 1, 1996
Lobby United Airlines, Inc. Lease Agreement November 1, 1996
620 Urlaub, Xxxxx & Associates, Inc. Lease Agreement August 13, 1992
200 Xxxx Insurance Services, Inc. Lease Agreement June 24, 1996
Parking Agreement July 9, 1996
2210 Verio Midwest, Inc. Lease Agreement September 30, 1997
480 Xxxx & Xxxxxxx, C.P.A., P.C. Lease Agreement February 23, 1996
7 Xxxx Partners, Ltd. Lease Agreement August 12, 1996
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