ASSIGNMENT AND ASSUMPTION OF LEASE
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment")
is made and entered into as of the 3rd day of July, 2003, by and
between NMA Fort Xxxxx, LLC. ("Assignor"), and AEI Net Lease
Income & Growth Fund XX Limited Partnership, and AEI Net Lease
Income & Growth Fund XIX Limited Partnership ("Assignee").
RECITALS:
A. Assignor and Assignee are parties to that certain
Purchase and Sale Agreement dated April 17, 2003 as it may have
been amended (the "Agreement"), pursuant to which Assignee is
acquiring from Assignor the real property and improvements,
located on property more particularly described on EXHIBIT A
attached hereto and incorporated herein by this reference.
B. Pursuant to the terms of the Agreement, Assignor desires
to sell, assign, convey, transfer and set over to Assignee and
Assignee desires to assume all of Assignor's interest in that
certain Net Lease Agreement dated February 27, 2001 (the
"Lease"), by and between Assignor and Biaggis Ristorante
Italiano, LLC, as lessee (the "Lessee" or "Tenant"), (including
all rents prepaid for any period subsequent to the date of this
Assignment), subject to the terms and conditions set forth below.
C. Assignor is the Landlord under the Lease with full right
and title to assign the Lease and the Rent to Assignee as provided
herein. The Lease is valid, in full force and effect and has not
been modified or amended. So far as is known to Assignor, there
is no default by Tenant under the Lease and no Rent has been
waived, anticipated, discounted, compromised or released.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the
parties, Assignor and Assignee hereby agree as follows:
1 Assignor hereby irrevocably and unconditionally sells,
assigns, conveys, transfers and sets over unto Assignee, its
heirs, successors and assigns as of the date hereof (the
"Effective Date"), all of Assignor's right, title and interest
in, to and under: (i) the Lease, together with any and all
guaranties thereof, if any, (ii) any and all rents prepaid as of
the Effective Date, held by Assignor in connection with the Lease
(the "Rent") and (iii) any and all warranties (whether the
property of Assignor or Tenant) covering all or any portion of
the structure or structures presently located upon the leased
premises.
2. Assignee hereby assumes and shall be liable for any and
all liabilities, claims, obligations, losses and expenses,
including reasonable attorneys' fees arising in connection with
the Lease which are actually incurred, and which arise by virtue
of acts or omissions occurring thereunder, on or after the
Effective Date. Assignor shall indemnify and hold Assignee
harmless from any and all liabilities, claims, obligations,
losses and expenses, including reasonable attorneys' fees arising
in connection with the Lease which are actually incurred, and
which arise by virtue of acts or omissions occurring thereunder,
prior to the Effective Date. Assignee shall indemnify and hold
Assignor harmless from any and all liabilities, claims,
obligations, loss and expenses, including reasonable attorneys
fees, arising in connection with the Lease or as a result of
Assignee's failure to fulfill the landlord's duties and
obligations accruing under the Lease on or after the Effective
Date. Assignee shall be entitled to receive all income arising
from the Lease from and after said Effective Date. Assignor shall
be entitled to receive all income accruing from the Lease prior
to the Effective Date.
3. Assignor shall direct the tenant and any successor
tenant under the Lease to pay to Assignee the Rent and all other
monetary obligations due or to become due under the Lease for the
period beginning on the Effective Date.
4. This Assignment shall be governed by and construed in
accordance with the laws of the state in which the Property is
located.
5. All rights and obligations of Assignee and Assignor
hereunder shall be binding upon and inure to the benefit of
Assignor, Assignee and the heirs, successors and assigns of each
such party.
6. This Assignment may be executed in any number of
counterparts, each of which shall be effective only upon delivery
and thereafter shall be deemed an original, and all of which
shall be taken to be one and the same instrument, for the same
effect as if all parties hereto had signed the same signature
page. Any signature page of this Assignment may be detached from
any counterpart of this Assignment without impairing the legal
effect of any signatures thereon and may be attached to another
counterpart of this Agreement identical in form hereto but having
attached to it one or more additional signature pages.
7. Whenever the context so requires in this Assignment,
all words used in the singular shall be construed to have been
used in the plural (and vice versa), each gender shall be
construed to include any other genders, and the word "person"
shall be construed to include a natural person, a corporation, a
firm, a partnership, a joint venture, a trust, an estate or any
other entity.
[Signatures are on the following page]
IN WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment and Assumption of Lease as of the day and year first
above written.
ASSIGNOR:
NMA Fort Xxxxx, LLC
By: /s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx, Managing Member
STATE OF ILLINOIS)
) ss.
COUNTY OF XXXX)
On this 26th day of June, 2003, before me, the undersigned,
a Notary Public in and for said State, personally appeared Xxxxxx
Xxxxxxxx, personally known to me to be the person who executed
the within instrument as the Managing Member of NMA Fort Xxxxx,
LLC.
/s/ Xxxx Xxxxxxxx
Notary Public
[notary seal]
ASSIGNEE:
AEI NET LEASE INCOME & GROWTH FUND XX LIMITED
PARTNERSHIP
By: AEI Fund Management XX, Inc.
By: __________________________
Xxxxxx X. Xxxxxxx, President
IN WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment and Assumption of Lease as of the day and year first
above written.
ASSIGNOR:
NMA Fort Xxxxx, LLC
By:_________________________________________
[Print Name of Signatory]
Its:
By:_________________________________________
[Print Name of Signatory]
Its:________________________________________
STATE OF __________)
) ss.
COUNTY OF ________)
On this ____ day of ________, 2003, before me, the
undersigned, a Notary Public in and for said State, personally
appeared ____________________, personally known to me to be the
person who executed the within instrument as the ________ of
______________, a ___________ corporation, on behalf of said
corporation as Managing Member of NMA Fort Xxxxx, LLC.
Notary Public
ASSIGNEE:
AEI NET LEASE INCOME & GROWTH FUND XX LIMITED
PARTNERSHIP
By: AEI Fund Management XX, Inc.
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, President
STATE OF MINNESOTA)
) ss.
COUNTY OF XXXXXX )
On this 24th day of June, 2003, before me, the undersigned,
a Notary Public in and for said State, personally appeared
Xxxxxx X. Xxxxxxx, personally known to me to be the person who
executed the within instrument as the President of AEI Fund
Management XX, Inc., a Minnesota corporation, on behalf of said
corporation, as general partner of AEI NET LEASE INCOME &
GROWTH FUND XX LIMITED PARTNERSHIP.
/s/ Xxxxxxx X. Xxxxxxxxx
Notary Public
[notary seal]
AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED
PARTNERSHIP
By: AEI Fund Management XIX, Inc.
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, President
STATE OF MINNESOTA)
) ss.
COUNTY OF XXXXXX)
On this 24th day of June, 2003, before me, the undersigned, a
Notary Public in and for said State, personally appeared Xxxxxx
X. Xxxxxxx, personally known to me to be the person who executed
the within instrument as the President of AEI Fund Management
XIX, Inc., a Minnesota corporation, on behalf of said
corporation, as general partner of AEI NET LEASE INCOME & GROWTH
FUND XIX LIMITED PARTNERSHIP.
/s/ Xxxxxxx X. Xxxxxxxxx
Notary Pub
[notary seal]
EXHIBIT A TO ASSIGNMENT AND ASSUMPTION OF LEASE
DESCRIPTION OF PROPERTY
LEGAL DESCRIPTION
PARCEL 7
A TRACT OF LAND LYING SOUTHERLY OF THE SOUTHERLY RIGHT-OF-WAY LINE
OF ILLINOIS ROAD, LYING NORTHERLY OF THE NORTHERLY RIGHT-OF-WAY LINE
OF JEFFERSON BOULEVARD, ALSO KNOWN AS U. S. HIGHWAY NO. 24, AND LYING
EASTERLY OF THE WESTERLY LINE OF A PARCEL OF LAND AS DESCRIBED IN
DOCUMENT 91-055566, RECORDS OF XXXXX COUNTY, INDIANA ALL LOCATED IN
XXXXXXX 0, XXXXXXXX 00 XXXXX, XXXXX 12 EAST OF THE 2ND P.M., XXXXX
COUNTY, INDIANA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT ON THE SOUTHERLY RIGHT-OF-WAY LINE OF ILLINOIS
ROAD, SAID POINT BEING 75 FEET SOUTH OF THE NORTH LINE OF LOT NUMBER
12 IN XXXXXX'X SUBDIVISION OF LaGRO RESERVE IN SAID SECTION AND 159.99
FEET EAST OF THE WEST LINE OF SAID LOT NUMBER 12; THENCE ON ASSUMED
BEARING OF NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST ALONG SAID
SOUTHERLY RIGHT-OF-WAY LINE A DISTANCE OF 491.28 FEET; THENCE AROUND
A CURVE IN A CLOCKWISE DIRECTION, ALONG SAID SOUTHERLY RIGHT-OF- WAY
LINE, HAVING A RADIUS OF 2789.93 FEET, AN ARC LENGTH OF 1048.80 FEET, A
DELTA ANGLE OF 21 DEGREES 32 MINUTES 20 SECONDS, A CHORD BEARING OF
SOUTH 79 DEGREES 13 MINUTES 50 SECONDS EAST AND A CHORD LENGTH OF
1042.64 FEET; THENCE SOUTH 63 DEGREES 26 MINUTES 20 SECONDS EAST ALONG
SAID SOUTHERLY RIGHT-OF-WAY LINE A DISTANCE OF 68.40 FEET; THENCE
AROUND A CURVE IN A CLOCKWISE DIRECTION, ALONG SAID SOUTHERLY
RIGHT-OF-WAY LINE, HAVING A RADIUS OF 2789.93 FEET, AN ARC LENGTH OF
515.50 FEET, A DELTA ANGLE OF 10 DEGREES 35 MINUTES 12 SECONDS, A CHORD
BEARING OF SOUTH 61 DEGREES 45 MINUTES 34 SECONDS EAST AND A CHORD
LENGTH OF 514.77 FEET; THENCE SOUTH 49 DEGREES 13 MINUTES 20 SECONDS
EAST ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE A DISTANCE OF 158.80 FEET;
THENCE SOUTH 53 DEGREES 05 MINUTES 20 SECONDS EAST ALONG SAID
SOUTHERLY RIGHT-OF-WAY LINE A DISTANCE OF 387.00 FEET; THENCE SOUTH 02
DEGREES 45 MINUTES 20 SECONDS EAST ALONG SAID SOUTHERLY RIGHT-OF-
WAY LINE A DISTANCE OF 21.88 FEET TO THE TRUE POINT OF BEGINNING;
THENCE SOUTH 02 DEGREES 45 MINUTES 20 SECONDS EAST, ALONG THE
NORTHERLY RIGHT-OF-WAY LINE OF WEST JEFFERSON BOULEVARD, A
DISTANCE OF 24.12 FEET; THENCE SOUTH 47 DEGREES 43 MINUTES 40 SECONDS
WEST, ALONG SAID NORTHERLY RIGHT-OF-WAY LINE, A DISTANCE OF 343.30
FEET; THENCE NORTH 34 DEGREES 26 MINUTES18 SECONDS WEST, A DISTANCE
OF 221.26 FEET; THENCE NORTH 02 DEGREES 45 MINUTES 20 SECONDS WEST, A
DISTANCE OF 54.28 FEET; THENCE NORTH 87 DEGREES 14 MINUTES 40 SECONDS
EAST A DISTANCE OF 381.04 FEET TO THE TRUE POINT OF BEGINNING.
SAID TRACT CONTAINS A CALCULATED AREA OF 52,559.93 SQUARE FEET OR
1.21 ACRES MORE OR LESS.
