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EXHIBIT 10.bbb
ASSIGNMENT AND ASSUMPTION OF LEASES
THIS ASSIGNMENT AND ASSUMPTION OF LEASES (hereinafter referred to as
this "Agreement"), made and entered into as of the 31st day of December, 1996,
by and between 000 XXXXXX XXXXX LIMITED PARTNERSHIP, an Illinois limited
partnership (hereinafter referred to as "Seller"), and OVERSEAS PARTNERS (333),
INC., an Illinois corporation (hereinafter referred to as "Purchaser").
WITNESSETH:
WHEREAS, Seller is the 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, Seller has on even date conveyed the Property to Purchase, 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
here 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
arising 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 in with regard to said obligations and liabilities
arising on or after the date of this Agreement assumed by Purchaser in
connection with the Leases, and with regard to acts of Purchaser or a failure
of Purchaser to act in connection with the Leases, which acts or failure to act
occur on or after the date of this Agreement.
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 to the extent performance
or payment of such obligations and liabilities was due prior to the date of
this Agreement, and in connection with acts of Seller or a failure of Seller to
act with respect to the Leases, which acts or failure to act occurred prior to
the date of this Agreement. Notwithstanding the foregoing indemnity from
Seller to Purchaser, Purchaser hereby agrees to reimburse Seller for $7,384.10
in alterations and $4,189.44 in leasing commissions as and when expended by
Seller pursuant to a lease dated December 4, 1996 between Seller as Lessor and
First Portland Corporation as Lessee.
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.
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IN WITNESS WHEREOF, Seller and Purchaser have executed this Agreement
as of the date first above written.
SELLER:
000 XXXXXX XXXXX LIMITED PARTNERSHIP,
an Illinois limited partnership
By: The Equitable Life Assurance
Society of the United States, general
partner
By: /s/ Xxxxxxx X. Xxxxxx
___________________________
Name: Xxxxxxx X. Xxxxxx
Title: Investment Officer
PURCHASER:
OVERSEAS PARTNERS (333), INC., an
Illinois corporation
By: /s/ Xxxxx X. Xxxxxx
___________________________
Name: Xxxxx X. Xxxxxx
Title: President
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EXHIBIT B
000 XXXXXX XXXXX
LEASE SUMMARY
TENANT SUITE DOCUMENT DATE
------------------------------------------------------------------------------------------------------------------------------
Ameritech Health Connections, Inc. 2900 Lease 05/12/93
Arbor Office Suites 700 Lease 12/10/84
Arbor Office Suites 700 Agreement 11/29/89
Arbor Office Suites 700 Storage Agreement 07/30/96
Arbor Office Suites 700 Amendment to Lease 06/31/92
Xxxx & Company, Inc. 3000 First Amendment to Lease 10/16/94
Xxxx & Company, Inc. 3000 Lease 08/25/94
Xxxx & Company, Inc. 3000 Storage Agreement Not Dated
Xxxx & Company, Inc. 3000 Subordination, Non-Disturbance Agreement 03/08/95
Barack, Xxxxxxxxxx, Xxxxxxxxx & Xxxxxxx 2700 Lease 12/01/87
Barack, Xxxxxxxxxx, Kirchbaum & Xxxxxxx 2700 First Amendment to Lease 02/05/92
Barack, Xxxxxxxxxx, Kirchbaum & Xxxxxxx 2700 Second Amendment to Lease 07/16/93
Barack, Xxxxxxxxxx, Kirchbaum & Xxxxxxx 2700 Third Amendment to Lease 11/30/94
Barack, Xxxxxxxxxx, Kirchbaum & Xxxxxxx 2700 Storage Agreement 03/08/95
Bard, Xxx & Athenas Consulting Engineers 420 Lease 06/06/94
Bayerische Vareinsbank AG 680 Lease 05/13/87
Xxxxx Group 620 Letter Agreement 01/03/94
Xxxxx Group 620 Extension Agreement 01/26/86
Xxxxx Group 620 Extension Agreement 11/26/96
Xxxxx Group 620 Guaranty 01/31/91
Xxxxx Group 620 First Amendment 01/31/91
Xxxxx Group 620 Lease 02/25/86
Bokar Investment Management, Inc. 1410 Extension Agreement 02/26/96
Bokar Investment Management, Inc. 1410 Second Amendment to Lease 12/19/90
Bokar Investment Management, Inc. 1410 Amendment to Lease 05/04/87
Boker Investment Management, Inc. 1410 Lease 09/05/86
Bulgarian American Enterprise Fund 2080 First Amendment to Lease 08/22/95
Bulgarian American Enterprise Fund 2080 Lease 03/31/92
Xxxxxxx & Xxxxxxx, Chartered 2600 Lease 11/16/84
Xxxxxxx & Radzius, Chartered 2600 Amendment to Lease 07/28/87
Xxxxxxx & Xxxxxxx, Chartered 2600 Second Amendment to Lease 04/27/88
Xxxxxxx & Radzius, Chartered 2600 Third Amendment to Lease 02/28/91
Xxxxxxx & Xxxxxxx, Chartered 2600 Fourth Amendment to Lease 08/30/91
Carnow, Conibear & Associates, Ltd. 1400 Letter of Agreement 09/20/90
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EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
PARCEL 1:
LOTS 7, 8 AND 9 IN ASSESSOR'S DIVISION OF LOTS 1, 2, 3, 7 AND 8 AND THE EAST
20 FEET OF LOT 6 IN BLOCK 21 IN ORIGINAL TOWN OF CHICAGO IN XXXXXXX 0, XXXXXXXX
00 XXXXX, XXXXX 00, XXXX OF THE THIRD PRINCIPAL MERIDIAN, IN XXXX COUNTY,
ILLINOIS.
PARCEL 2:
THE EAST 1/4 OF XXX 0 XXX XXX XXXX 0/0 XX XXX 0 XX XXXXX 21 IN ORIGINAL TOWN OF
CHICAGO, OTHERWISE KNOWN AS LOTS 10 AND 11 IN ASSESSOR'S DIVISION OF LOTS 1, 2,
3, 7 AND 8 AND THE EAST 20 FEET OF LOT 6, ALL IN SAID BLOCK 21 IN ORIGINAL TOWN
OF CHICAGO, IN THE CITY OF CHICAGO, IN XXXX COUNTY, ILLINOIS.
PARCEL 3:
ALL OF XXX 0 XXX XXX XXXX 0/0 XX XXX 0 AND THE WEST 1/2 OF THE EAST 1/2 OF LOT
6, ALL IN BLOCK 21 IN THE ORIGINAL TOWN OF CHICAGO, IN XXXX COUNTY, ILLINOIS.
PARCEL 4:
THE EAST 1/4 OF LOT 1 AND THAT PART OF THE VACATED ALLEY LYING SOUTH AND
ADJOINING SAID LAND IN BLOCK 21 IN THE ORIGINAL TOWN OF CHICAGO IN XXXXXXX 0,
XXXXXXXX 00 XXXXX, XXXXX 00, XXXX OF THE THIRD PRINCIPAL MERIDIAN, IN XXXX
COUNTY, ILLINOIS.
PARCEL 5:
THE WEST 1/2 OF THE EAST 1/2 OF LOT 1 AND THAT PART OF THE VACATED ALLEY LYING
SOUTH AND ADJOINING SAID LAND IN BLOCK 21 IN ORIGINAL TOWN OF CHICAGO IN THE
SOUTH FRACTIONAL 1/2 OF SECTION 9, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE
THIRD PRINCIPAL MERIDIAN, IN XXXX COUNTY, ILLINOIS.
PARCEL 6:
LOTS 3, 5 AND 6 IN ASSESSOR'S DIVISION OF LOTS 1, 2, 3, 7 AND 8 AND THE EAST
20 FEET OF LOT 6 IN BLOCK 21 IN ORIGINAL TOWN OF CHICAGO IN XXXXXXX 0, XXXXXXXX
00 XXXXX, XXXXX 00, XXXX OF THE THIRD PRINCIPAL MERIDIAN, IN XXXX COUNTY,
ILLINOIS.
PARCEL 7:
THE EAST 1/2 OF ORIGINAL XXX 0 XX XXXXX 00 XX THE ORIGINAL TOWN OF CHICAGO IN
THE SOUTH EAST 1/4 OF SECTION 9, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD
PRINCIPAL MERIDIAN, SOMETIMES ALSO DESCRIBED AS:
XXX 0 XX XXXXXXXX'X XXXXXXXX XX XXXX 0, 2, 3, 7, 8 AND THE EAST 20 FEET OF XXX
0 XX XXXXX 00 XX XXXXXXXX XXXX XX XXXXXXX, XX THE SOUTH EAST 1/4 OF SECTION 9,
TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN XXXX
COUNTY, ILLINOIS.
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000 XXXXXX XXXXX
LEASE SUMMARY
TENANT SUITE DOCUMENT DATE
-------------------------------------------------------------------------------------------------------------------------------
Carnow, Conibear & Associates, Ltd. 1400 Guaranty 06/12/85
Carnow, Conibear & Associates, Ltd. 1400 First Amendment to Lease 12/07/93
Carnow, Conibear & Associates, Ltd. 1400 Lease Not Dated
Xxxxxxxx, Xxxxxx & Xxxxx 1100 & 1200 Fourth Amendment to Lease 12/01/92
Xxxxxxxx, Xxxxxx & Xxxxx 1100 & 1200 Third Amendment to Lease 08/01/86
Xxxxxxxx, Xxxxxx & Xxxxx 1100 & 1200 Letter Agreement 10/20/94
Xxxxxxxx, Xxxxxx & Xxxxx 1100 & 1200 Amendment to Lease 10/31/85
Xxxxxxxx, Xxxxxx & Xxxxx 1100 & 1200 Addendum to Lease 05/01/85
Xxxxxxxx, Xxxxxx & Xxxxx 1100 & 1200 Lease 08/04/81
Xxxxxxxx, Xxxxxx & Xxxxx 1100 & 1200 Second Amendment to Lease 05/14/85
Xxxxxxxx, Xxxxxx & Xxxxx 1100 & 1200 Storage Agreement 10/16/95
Chicago Title & Trust Company 2020 Lease 03/30/94
Xxxxxx X. Xxxxxx & Associates 1650 First Amendment to Lease 04/11/90
Xxxxxx X. Xxxxxx & Associates 1650 Lease 3/89
Xxxxxx X. Xxxxxx & Associates 1650 Third Amendment to Lease 9/95
Xxxxxx X. Xxxxxx & Associates 1650 Assignment of Lease 02/07/92
Xxxxxx X. Xxxxxx & Associates 1650 Second Amendment to Lease 11/29/93
Digital Services Corporation Roof Lease 08/01/95
Digital Services Corporation Roof Assignment and Assumption 09/30/96
Digital Services Corporation Roof Landlord's Consent of Assignment 11/21/96
Facilities Capital Corporation 1750 Lease 08/10/93
Facilities Capital Corporation 1750 First Amendment to Lease 04/21/94
Facilities Capital Corporation 1750 Guaranty 08/10/93
Facilities Capital Corporation 1750 Settlement Agreement and Release 08/28/96
Fallon McEligott Incorporated 1430 Lease 9/94
Federal Home Loan Mortgage Corporation 210 & 2500 Amendment to Lease 09/30/86
Federal Home Loan Mortgage Corporation 210 & 2500 Second Amendment to Lease 09/29/89
Federal Home Loan Mortgage Corporation 210 & 2500 Fourth Amendment to Lease 12/31/92
Federal Home Loan Mortgage Corporation 210 & 2500 Third Amendment to Lease 01/27/92
Federal Home Loan Mortgage Corporation 210 & 2500 Fifth Amendment to Lease 01/31/95
Federal Home Loan Mortgage Corporation 210 & 2500 Lease 10/30/85
First Portland Corporation 240 Lease 12/04/96
Federal Home Loan Mortgage Corporation 210 & 2500 Addendum to Lease 02/08/86
Forensic Technologies International, Inc. 600 Lease 06/16/93
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000 XXXXXX XXXXX
LEASE SUMMARY
TENANT SUITE DOCUMENT DATE
-------------------------------------------------------------------------------------------------------------------------------
Greyrock Capital Group, Inc. 1450 Lease 03/27/95
Greyrock Capital Group, Inc. 1850 First Amendment to Lease 11/10/96
Grosvenor Capital Management, L.P. 1600 Third Amendment to Lease 05/23/96
Grosvenor Capital Management, L.P. 1600 Lease 11/02/92
Grosvenor Capital Management, L.P. 1600 First Amendment to Lease 05/14/94
Grosvenor Capital Management, L.P. 1600 Second Amendment to Lease 05/23/95
Xxxxxxxx, Xxxxxx & Xxxx 510 Lease 07/22/92
Xxxxxx, Xxxxxxxxxx International 820 Lease Not Dated
Xxxxxx, Xxxxxxxxxx International 810 First Amendment to Lease 02/27/95
Xxxxxxx, Xxxxxx & Xxxxx 2800 Lease 03/01/89
Xxxxxxx, Xxxxxx & Xxxxx 2800 Addendum to Lease 05/07/89
Xxxxxxx, Xxxxxx & Xxxxx 2800 First Lease Amendment 07/01/91
Xxxxxxx, Xxxxxx & Xxxxx 2800 Second Lease Amendment 04/30/92
Xxxxx Xxxxxx International, Inc. 1050 Lease 04/09/93
Xxxx Nuveen & Company, Incorporated 31-36 Flrs. First Amendment to Lease 02/27/86
Xxxx Nuveen & Company, Incorporated 31-36 Flrs. Lease 08/10/84
Xxxx Nuveen & Company, Incorporated 31-36 Flrs. Second Amendment to Lease 01/29/88
Xxxx Nuveen & Company, Incorporated 31-36 Flrs. Fourth Amendment to Lease 02/28/92
Xxxx Nuveen & Company, Incorporated 31-36 Flrs. Fifth Amendment to Lease 01/01/93
Xxxx Nuveen & Company, Incorporated 31-36 Flrs. Third Amendment to Lease 10/30/89
Karad Drug Company, Inc. Lobby Lease 9/94
Karad Drug Company, Inc. Lobby First Amendment to Lease 08/31/95
Xxxx Xxxxxxx & Xxxxxxxx 1700 & 1800 Agreement 11/10/95
Xxxx Xxxxxxx & Xxxxxxxx 1700 & 1800 Lease 04/30/95
Kensington International 610 Lease 08/30/94
Kenwood Associates, Inc. 400 Lease 02/01/96
Linda's Magic Nails ML 100 Lease 01/02/96
MacKelvie & Associates 830 First Amendment to Lease 08/07/95
MacKelvie & Associates 830 Lease 09/94
National Equity Advisors, Inc. 2070 Lease 09/22/94
Nythan, Xxxxxxx, Barnbrick & Kinzie, P.C. 810 Lease 01/24/92
Pepi Corporation Lobby Lease Not Dated
Performance Analytics, Inc. 1010 Lease 05/04/94
Performance Analytics, Inc. 1010 First Amendment to Lease 07/31/96
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000 XXXXXX XXXXX
LEASE SUMMARY
TENANT SUITE DOCUMENT DATE
-------------------------------------------------------------------------------------------------------------------------------
Physician Advisors to Disability Managers 470 Lease 10/28/95
Rose & Associates 1710 Letter of Agreement 11/10/95
Rose & Associates 1710 Lease 10/18/95
Xxxxxxx & Xxxxxxx 500 First Amendment to Lease 10/31/95
Xxxxxxx & Xxxxxxx 500 Lease 12/12/91
Xxxxxxx X. Good Realty, Inc. 450 Lease 10/31/96
Xxxxxxx X. Good Realty, Inc. 450 First Amendment to Lease 09/13/96
Xxxxxxx X. Good Realty, Inc. 450 Storage Agreement 02/01/87
Skadden, Arps, Slate, Xxxxxxx & Xxxx 21-23 Flrs. Storage Agreement 02/17/94
Skadden, Arps, Slate, Xxxxxxx & Xxxx 21-23 Flrs. Lease 05/30/88
Spectra Marketing Systems, Inc. 900 Lease 05/96
Tetra Pak Inc. 1500 & 1520 First Amendment to Lease 03/14/94
Tetra Pak Inc. 1500 & 1520 Lease Not Dated
Tetra Pak Inc. 1500 & 1520 Addendum to Lease 05/91
Xxxxxx & Xxxxx Associates, Inc. 200 First Amendment to Lease 09/30/93
Xxxxxx & Xxxxx Associates, Inc. 200 Lease 03/10/85
AAR/RAILINC 2950 Third Amendment to Sublease 05/30/96
AAR/RAILINC 2950 Assumption and Consent 12/15/93
AAR/RAILINC 2950 Second Amendment to Sublease 02/23/94
AAR/RAILINC 2950 Lease 12/02/87
AAR/RAILINC 2950 First Amendment to Sublease 01/31/91
AAR/RAILINC 2950 Assumption and Consent 08/01/93
Urban Investment and Development 0000 Xxxxxx Xxxxxxxxx to Lease 01/24/86
Urban Investment and Development 2100 Second Amendment to Lease 01/30/94
Urban Investment and Development 2100 Third Amendment to Lease 05/01/85
Urban Investment and Development 2100 Amendment to Lease 05/01/85
Urban Investment and Development 2100 Fifth Amendment to Lease 01/29/87
Urban Investment and Development 2100 Sixth Amendment to Lease 06/30/88
Urban Investment and Development 2100 Lease 05/01/83
VTEL Corporation 1060 Lease 05/96
