EXHIBIT 10.103
ABSOLUTE ASSIGNMENT OF LEASE AND ASSUMPTION AGREEMENT FOR
XXXXXX MICRO DISTRIBUTION FACILITY
THIS INSTRUMENT PREPARED BY:
Xxxxxxx X. X'Xxxxxxxxx, Esq.
X'Xxxxxxxxx & Xxxxx LLP
Suite 1330, The Xxxxxxx Building
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
ABSOLUTE ASSIGNMENT OF LEASE AND ASSUMPTION AGREEMENT
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THIS ABSOLUTE ASSIGNMENT OF LEASE AND ASSUMPTION AGREEMENT (the
"Assignment"), made and entered into as of the 26/th/ day of September, 2001, by
and between XXXXXX MICRO L.P., a Tennessee limited partnership ("Assignor") and
XXXXX OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("Assignee");
W I T N E S S E T H:
WHEREAS, The Industrial Development Board of the City of Millington,
Tennessee, a Tennessee not-for-profit corporation ("IDB"), as Lessor, and Lease
Plan North America, Inc. ("Lease Plan") entered into that Bond Real Property
Lease dated as of December 20, 1995, recorded at Instrument No. FN 4357 in the
Register's Office of Shelby County, Tennessee (said Bond Real Property Lease,
together with any and all modifications, extensions, replacements, amendments
and renewals thereof are collectively referred to herein as the "Lease")
relating to certain real property and the improvements thereon (the real
property and improvements thereon are collectively referred to herein as the
"Property") located in Shelby County, Tennessee;
WHEREAS, the interest of Lease Plan was assigned to Assignor by that
certain Absolute Assignment of Lease and Assumption Agreement dated as of
December 20, 2000, and recorded as Instrument No. KV 3970 in the Register's
Office of Shelby County, Tennessee;
WHEREAS, Assignor represents and warrants that Assignor owns the rights,
title and interest of the Lessee under the Lease;
WHEREAS, Assignor now desires to assign to Assignee the Assignor's
leasehold interest in and to the Property, together with all other rights, title
and interest existing under the Lease, including, but not limited to, all of
Assignor's right, title and interest as Lessee under the Lease; and
WHEREAS, Assignee, in consideration of Assignor's assignment, has, except
as otherwise set forth herein, agreed to assume the obligations and duties of
Assignor existing under the Lease as Lessee under the Lease arising from and
after the date hereof;
NOW, THEREFORE, for and in consideration of TEN DOLLARS ($10.00), and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee hereby agree as follows:
1. Assignment of Lease. Assignor hereby assigns, transfers and sets over
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to Assignee all of Assignor's right, title and interest as Lessee under the
Lease, together with all
credits, deposits, rights of refusal, options (including, but not limited to,
any options to purchase or renew set forth in the Lease), benefits, privileges
and rights of Assignor under the Lease.
2. Assumption of Lease Obligations. Assignee hereby accepts the
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assignment set forth in Section 1 above, and further agrees to assume all of the
obligations of Assignor under the Lease arising from and after the date hereof
except to the extent such obligations relate to Assignor's continued use and
occupancy of the Property.
3. Further Assurances. The parties hereby agree to execute such other
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documents and perform such other acts as may be reasonably necessary or
desirable to carry out the intents and purposes of this Assignment.
4. Authority of Signatories. The individuals signing this Assignment on
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behalf of the parties hereto represent and warrant that they are authorized and
empowered to execute this Assignment and to bind the party on whose behalf such
individual signs this Assignment.
5. Binding Effect. This Assignment shall be binding upon, and shall inure
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to the benefit of, the parties hereto and their respective heirs, successors and
assigns.
6. Counterparts. This Assignment may be executed in several counterparts,
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each of which shall be deemed an original, and all such counterparts together
shall constitute one and the same instrument.
[SEPERATE SIGNATURE PAGE FOLLOWS]
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SIGNATURE PAGE
TO
ABSOLUTE ASSIGMENT OF LEASE AND ASSUMPTION AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of
the day and year first above written.
"ASSIGNOR"
XXXXXX MICRO L.P., a Tennessee limited partnership
By: XXXXXX MICRO INC., a Delaware corporation, its general partner
By: ____________________________________
Its: ____________________________________
"ASSIGNEE"
XXXXX OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership
By: Xxxxx Real Estate Investment Trust, Inc., a Maryland
corporation, as general partner
By: ____________________________________
Its: ____________________________________
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THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF MILLINGTON, TENNESSEE, a
Tennessee not-for-profit corporation, joins in the execution hereof to
acknowledge its consent to the above assignment and assumption of Lease.
THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF
MILLINGTON, TENNESSEE
By: Xxx Xxxxx, Xx
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Name: Xxx Xxxxx, Xx
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Title: Chairman
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/s/ Xxxxx X. Xxxxx
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Notary Public
My Commission Expires: 2/10/2004
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STATE OF TENNESSEE
COUNTY OF SHELBY
Before me, /s/ Xxxxx X.Xxxxx, a Notary Public in and for the State and
County aforesaid, personally appeared Xxx Xxxxx Xx, with whom I am personally
acquainted (or proved to me on the basis of satisfactory evidence), and who,
upon oath, acknowledged himself/herself to be the Chairman of THE INDUSTRIAL
DEVELOPMENT BOARD OF THE CITY OF MILLINGTON, TENNESSEE, the within-named
bargainor, a Tennessee not-for-profit corporation, and that he/she as such
Chairman, being duly authorized so to do, executed the foregoing instrument for
the purposes therein contained, by signing the name of the corporation by
himself/herself as such Chairman.
WITNESS my hand and seal at office, on this the 26/th/ day of September,
2001.
/s/ Xxxxx X. Xxxxx
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Notary Public
My Commission Expires: 2/10/2004
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STATE OF __________________________
COUNTY OF _________________________
Personally appeared before me, _______________________________________, a
Notary Public in and for said State and County duly commissioned and qualified,
______________________________________________________, with whom I am
personally acquainted (or proved to me on the basis of satisfactory evidence),
and who, upon oath, acknowledged that ___ executed the within instrument for the
purposes therein contained, and who further acknowledged that ___ is the
_______________________________________ of XXXXXX MICRO INC. (the
"Constituent"), the sole general partner of XXXXXX MICRO L.P., a Tennessee
limited partnership (the "Maker") and is authorized by the Maker or by its
Constituent, the Constituent being authorized by the Maker, to execute this
instrument on behalf of the Maker.
WITNESS my hand, at office, this ____ day of ___________, 2001.
_____________________________
Notary Public
My Commission Expires:
____________________________________
STATE OF _______________________
COUNTY OF _____________________
Personally appeared before me, _______________________________________ , a
Notary Public in and for said State and County duly commissioned and qualified,
______________________________________________________, with whom I am
personally acquainted (or proved to me on the basis of satisfactory evidence),
and who, upon oath, acknowledged that ___ executed the within instrument for the
purposes therein contained, and who further acknowledged that ___ is the
_______________________________________ of XXXXX REAL ESTATE INVESTMENT TRUST,
INC. (the "Constituent"), the sole general partner of XXXXX OPERATING
PARTNERSHIP, L.P., a Delaware limited partnership (the "Maker") and is
authorized by the Maker or by its Constituent, the Constituent being authorized
by the Maker, to execute this instrument on behalf of the Maker.
WITNESS my hand, at office, this ____ day of ___________, 2001.
_____________________________
Notary Public
My Commission Expires:
________________________
S-3
