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ASSIGNMENT AND ASSUMPTION OF LEASE THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT

Lease Assumption Agreement

ASSIGNMENT AND ASSUMPTION OF LEASE THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT | Document Parties: AEI Fund Management XXI, Inc | AEI Income  Growth Fund 24 LLC | CDK Associates, LLC | Income  Growth Fund XXII Limited Partnership You are currently viewing:
This Lease Assumption Agreement involves

AEI Fund Management XXI, Inc | AEI Income Growth Fund 24 LLC | CDK Associates, LLC | Income Growth Fund XXII Limited Partnership

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Title: ASSIGNMENT AND ASSUMPTION OF LEASE THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT
Date: 1/25/2007

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ASSIGNMENT AND ASSUMPTION OF LEASE


THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (this
"Assignment") is made and entered into as of the 19 day of
January, 2007, by and between by and between CDK Associates
LLC, having an address 117 South Main Avenue, Sioux Falls,
South Dakota ("Assignor"), and AEI Income & Growth Fund XXII
Limited Partnership, a Minnesota limited partnership, as to an
undivided fifty (50.0%) percent interest as a tenant in
common, and AEI Income & Growth Fund 24 LLC, a Delaware
limited liability company, an undivided fifty (50.0%) percent
interest as a tenant in common, (together, collectively the
"Assignee"), both having an address of 1300 Wells Fargo Place,
30 East Seventh Street, St. Paul, Minnesota.

RECITALS:

A. Assignor and Assignee are parties to that certain
Purchase and Sale Agreement dated December 4, 2006, (the
"Agreement"), pursuant to which Assignee is acquiring from
Assignor the real property and improvements, located at 4460
32nd Avenue South, Grand Forks, Grand Forks County, North
Dakota as more particularly described on EXHIBIT A attached
hereto and incorporated herein by this reference (the
"Property").

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 Lease Agreement dated December 29, 2004 (the "Lease"),
by and between Assignor and Tractor Supply Company (the
"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, pledged, 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, and (ii) any and all
rents prepaid as of the Effective Date, held by Assignor in
connection with the Lease (the "Rent").

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 or as a result of
Assignor's failure to fulfill the landlord's duties and
obligations accruing under the Lease 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.


IN WITNESS WHEREOF, Assignor and Assignee have executed
this Assignment and Assumption of Lease effective as of the
day and year first above written.


ASSIGNOR: CDK ASSOCIATES LLC,
a South Dakota limited liability company


By: /s/ Lester A Kinstad
Print Name: Lester A. Kinstad
Its: Managing Member


STATE OF SOUTH DAKOTA )
) ss.
COUNTY OF MINNEHAHA )

On this 15 day of January, 2007, before me, the
undersigned, a Notary Public in and for said State, personally
appeared Lester A. Kinstad, in his capacity as the Managing
Member of CDK Associates LLC, a South Dakota limited liability
company, who acknowledged the execution of the foregoing
instrument to be the voluntary act and deed of said company by
authority of its board of directors on behalf of the company..


/s/ Bonnie Noteboom
Notary Public

[notary seal]
ASSIGNEE: AEI Income & Growth Fund XXII
Limited Partnership,
a Minnesota limited partnership

By: AEI Fund Management XXI, Inc.,
a Minnesota corporation,
its General Partner



By: /s/ Robert P Johnson
Name: Robert P. Johnson
Its: President

STATE OF MINNESOTA )
) ss.
COUNTY OF RAMSEY )

On this ____ day of January, 2007, before me, the undersigned,
a Notary Public in and for said State, personally Robert P.
Johnson, personally known to me to be the person who executed
the within instrument as the President of AEI Fund Management
XXI, Inc., a Minnesota corporation, the general partner of AEI
Income & Growth Fund XXII Limited Partnership, a Minnesota
limited partnership, on behalf of said corporation.


/s/ Jennifer L Dingman
Notary Public
[notary seal]

AEI Income & Growth Fund 24 LLC,
a Delaware limited liability
company

By: AEI Fund Management XXI, Inc.,
a Minnesota corporation,
its Managing Member


By: /s/ Robert P Johnson
Name: Robert P. Johnson
Its: President

STATE OF MINNESOTA )
) ss.
COUNTY OF RAMSEY )

On this ____ day of January, 2007, before me, the undersigned,
a Notary Public in and for said State, personally Robert P.
Johnson, personally known to me to be the person who executed
the within instrument as the President of AEI Fund Management
XXI, Inc., a Minnesota corporation, the managing member of AEI
Income & Growth Fund 24 LLC, a Delaware limited liability
company, on behalf of said corporation.


/s/ Jennifer L Dingman
Notary Public
[notary seal]



EXHIBIT A TO ASSIGNMENT AND ASSUMPTION OF LEASE

Legal Description


Lot One (1), in Block One (1), Plat of Johnson's West First
Addition to the City of Grand Forks, North Dakota, according
to the Plat thereof on file in the Office of the County
Recorder within and for Grand Forks County, N.D., and recorded
as Doc. No. 637930.



GRAND FORKS, ND
LEASE


THIS LEASE made as of the 29th day of December , 2004, by
and between CDK Associates, LLC (the "Landlord") and TRACTOR
SUPPLY COMPANY, a Delaware corporation (the "Tenant"). Capitalized
terms shall have the meanings ascribed to such terms in the body
of this Lease.

1. Premises.

(a) LEASED PREMISES. Landlord, for and in consideration of the
covenants contained in this Lease and made on the part of Tenant,
does hereby lease unto Tenant and Tenant does hereby lease from
Landlord the real property described in Exhibit A attached hereto,
and the improvements now or hereafter located thereon (the
"Premises"), situated in Grand Forks, North Dakota, to have and to
hold the same, for the term and on the conditions hereinafter
provided. The Premises shall include an approximately 21,679
square foot building (the "Building"), parking areas,
approximately square foot fenced outdoor display area (the
"Outdoor Display Area"), the trailer display, sidewalk display,
and other display areas, and other related improvements, as
reflected in the Site Plan attached hereto as part of Exhibit A
(the "Site Plan").


(b) CONSTRUCTION OF IMPROVEMENTS. Prior to commencement of the
Term of this Lease, as described in Section 2 below, Landlord
agrees to complete the design, engineering and construction of the
Building and other improvements on the Premises in accordance with
the construction requirements described in Exhibit E attached
hereto (the "Landlord's Work").

(c) APPROVALS. Landlord shall be responsible for obtaining, at
Landlord's expense, all zoning, land use and other governmental
approvals necessary for operation of the Premises by Tenant for
the Intended Use, including, without limitation, the Outdoor
Display Area, and the sidewalk and trailer display areas, all as
reflected on the Site Plan (the "Required Approvals"). Tenant
shall be responsible for obtaining, at Tenant's expense, any
approvals necessary in connection with Tenant's signage (the
"Tenant Approvals"). Notwithstanding the foregoing, if all of the
Required Approvals and the Tenant Approvals have not been obtained
(and copies provided to Tenant) by April 1, 2005 (the "Approval
Date"), Tenant may either (i) waive the requirement for such
approval, or (ii) terminate this Lease upon written notice to
Landlord, such notice to be delivered within thirty (30) days
following the date Landlord notifies Tenant that such approvals
are not available.



(d) APPROVAL OF LEASE EXHIBITS. Landlord and Tenant acknowledge
and agree that the Site Plan attached hereto as Exhibit A is a
preliminary site plan for development of the Premises and sets
forth the general requirements and expectations of the parties
with respect to development of the Premises (the "Preliminary Site
Plan"). Landlord agrees that Landlord will not materially alter
the layout of the Premises as contemplated by the Preliminary Site
Plan, including, without limitation, the size or location of any
of the improvements, the site access, parking areas, outdoor
display areas or signage, without Tenant's prior written approval.
Landlord further agrees that, within ten (10) business days from
the date of this Lease, Landlord shall provide to Tenant, for
Tenant's approval, a final site plan for the Premises. Tenant
agrees that Tenant's approval of the final site plan shall not be
unreasonably withheld so long as the final site plan does not
materially alter the layout of the Premises as contemplated by the
Preliminary Site Plan, including without limitation, the size or
location of any of the improvements, the site access, parking
areas, outdoor display areas or signage. Upon approval of a final
site plan by Tenant (the "Final Site Plan"), the Landlord and
Tenant shall enter into an Amendment to the Lease in the form
attached hereto as Schedule 1(d) which shall delete the
Preliminary Site Plan and substitute the Final Site Plan as
Exhibit A to the Lease.


2. Term.

(a) LEASE COMMENCEMENT. This Lease shall be effective as of the
date of this Lease. Tenant shall have and hold the Premises for an
initial term of fifteen (15) years commencing on the earlier of
(i) sixty (60) days following substantial completion of the
Building and improvements, in accordance with Exhibit E attached
hereto, or (ii) the date on which the Tenant's store is opened for
business to the general public (the "Commencement Date") and
ending on the last day of the month which is one hundred eighty
(180) full months after the Commencement Date. The "Term" shall
mean the original term of this Lease, plus any extensions pursuant
to the terms of this Lease. Upon substantial completion of the
Building and improvements, Landlord shall send to Tenant a
Commencement Notice in the form attached hereto as Schedule 2(a),
and upon Tenant's execution of the Notice, the Commencement Date
set forth on the Notice shall be deemed to be the Commencement
Date of the Lease. A "Lease Year" shall mean each twelve (12)
month period of the Term commencing on the Commencement Date and
every anniversary thereof, provided, however, if the Commencement
Date is on a date other than the first (1st) day of a month, the
first Lease Year shall be extended to include the number of days
from the Commencement Date to the first day of the next succeeding
month.



(b) EARLY OCCUPANCY. Notwithstanding the foregoing, Tenant may
occupy the Premises prior to the Commencement Date for purposes of
completing fixturing and other work to be completed by Tenant in
readying the store for opening.

3. OPTION TO EXTEND TERM. Tenant shall have the right to
extend the Term for three (3) successive periods of five (5) years
each on the terms and conditions contained in this Lease, upon
written notice in writing to Landlord given at least ninety (90)
days prior to the expiration of the initial Term or any extended
Term.


4. ANNUAL RENT/FIXED.

(a) RENT COMMENCEMENT. Tenant's liability for rent shall
commence on the Commencement Date, subject to the terms and
conditions of this Lease. Tenant, in consideration of the
covenants made by Landlord, covenants and agrees to pay to
Landlord as rent for the Premises during the Term, and any
extension thereof, the annual basic rent as set forth on Exhibit
C, attached hereto and made a part hereof (collectively, the
"Annual Rent"), payable in advance in equal monthly installments
on the first (1s1) day of every calendar month (each, a
"Due Date"), as set forth on Exhibit C. If the Commencement Date
is a day other than the first day of a calendar month, the first
rental payment and the last rental payment shall be the pro-rata
portion of such rent for days contained in such fractional month.
Rent shall be paid to Landlord at the address set forth on Exhibit
C, or at such other address as Landlord may designate by written
notice to Tenant.


(b) MONTHLY INSTALLMENTS. All monthly installments of
Annual Rent shall be paid on or before the Due Date in United
States Dollars, without prior demand or offset except as
specifically permitted under this Lease. Any monthly installment
of Annual Rent made more than fifteen (15) days after the Due Date
shall bear interest at the rate of one and one-half percent (1.5%)
per annum until paid.

5. NET LEASE. In addition to the Annual Rent, Tenant shall be
responsible for payment of real estate taxes, insurance premiums
and utilities related to the Premises in order to make the Annual
Rent payable to Landlord, net of all customary expenses of
operating the Premises, as follows:

(a) REAL ESTATE TAXES. From and after the Commencement Date and
during the Term of this Lease and any renewals thereof, Tenant
shall also be responsible for the payment of all real estate
property taxes ("Property Taxes") assessed against the land and
the Building and improvements to be constructed which comprise the
Premises. Landlord shall furnish Tenant with a copy of each paid
tax bill, and within thirty (30) days after the receipt of same,
Tenant shall pay to Landlord the full amount of such Property
Taxes as shown on such statement for payment by Landlord. Landlord
shall provide Tenant with an estimate of Property Taxes for the
first Lease Year as soon as available.


(b) INSURANCE. From and after the Commencement Date and during
the Term of this Lease, Tenant shall procure and keep in effect
during the Term public liability and property damage insurance
with a combined single limit coverage of $2,000,000.00 for each
occurrence. Tenant shall also procure and keep in effect during
the Term fire and extended coverage for the Building, written on
an All-Risk Endorsement and Replacement Cost basis. Each such
policy referred to above shall name Landlord and Landlord's
mortgagee as additional insureds, as their interest may appear.
All such policies shall be issued by entities with an A.M. Best
Rating of A-VII or higher. Tenant shall deliver certificates of
insurance evidencing such coverage within ten (10) days of the
Commencement Date, or the date of any renewal of this Lease, and
not less than three (3) days prior to the expiration of any such
policy.



(c) ASSESSMENTS. From and after the Commencement Date and during
the Term of this Lease, Tenant shall pay, as they become due and
payable, all assessments and other charges or governmental
impositions levied upon or assessed against the Premises,
including but not limited to, assessments for sewer or water,
within thirty (30) days after Landlord has furnished Tenant with a
copy of the statement for the same; provided, however, that Tenant
may, in its own name, dispute and contest the same, and in such
case, disputed items shall be paid under protest until finally
adjudicated to be valid. At the conclusion of any such contest,
Landlord shall reimburse Tenant 100% of any reduction and Tenant
shall pay Landlord 100% of
any increase. All court costs, interest and penalties relating to
any such dispute shall be paid by Tenant.

If any assessment is payable in installments or separate
parts over a period of two (2) or more years, only the part which
becomes due in a particular year shall be payable according to the
provisions of this Lease agreement.

(d) UTILITIES. Landlord, at Landlord's expense, shall
cause all utilities serving the Premises to be separately metered.
No splitting mechanism or private meters may be used. Tenant shall
make arrangements for all utilities serving the Premises to bill
Tenant directly for monthly usage charges during the Term of this
Lease. Tenant agrees to pay all charges made against the Premises
during Tenant's occupancy of the Premises for utility usage,
including electricity, gas, heat, water, and all other utilities
as and when due during the Term of this Lease and any renewals
thereof.


6. QUIET POSSESSION.

(a) POSSESSION. Provided Tenant complies with the terms of this
Lease, Landlord represents, warrants and guarantees to Tenant
quiet and undisturbed possession of the Premises for the Term, and
further represents and warrants to Tenant that Landlord has full
right and lawful authority to enter into this Lease, and is
lawfully seized of the Premises, free and clear of all tenancies,
liens and encumbrances superior in rights to this Lease, except
for real estate taxes not yet due and payable, and the exceptions
described on Exhibit D attached hereto which have been approved by
Tenant (collectively the "Permitted Exceptions"). Landlord
represents and warrants that the Permitted Exceptions do not
prohibit or adversely affect in any way the Tenant's Intended Use,
or the other provisions of this Lease. Landlord warrants and
agrees to defend the title to the Premises, and will indemnify,
hold harmless and defend Tenant against any damage and expense
which Tenant may suffer by reason of any defect in the title or
description of the Premises.


(b) APPLICABLE LAW. The Premises are subject to applicable
statutes, ordinances and regulations which Landlord represents and
warrants do not prohibit or adversely affect the Intended Use of
the Premises, including, without limitation, the Outdoor Display
Area, and the other display areas described on the Site Plan.



(c) CERTIFICATE OF OCCUPANCY. Landlord covenants and agrees that
following completion of the Building and improvements, Landlord
shall obtain, at Landlord's expense, a certificate of occupancy
permitting occupancy of the Premises for Tenant's Intended Use
issued by the appropriate governmental authority having
jurisdiction over the Premises, and the original shall be
delivered to Tenant. Landlord represents and warrants to Tenant
that the Premises, when completed, and the Intended Use, shall
comply with the requirements of all governmental authorities
applicable to the Premises, including, without limitation,
planning and zoning rules and regulations, and Building, health
and fire codes and any requirements of the Required Approvals.
Landlord acknowledges that Tenant's obligation to pay rent
hereunder is contingent upon issuance of an acceptable certificate
of occupancy and Landlord's compliance with the other requirements
set forth in Exhibit E. Notwithstanding anything contained in this
Lease to
the contrary, provided Tenant operates the Premises as
contemplated by the approved plans and specifications, and in
accordance with the Required Approvals, if Tenant is restricted
from operating Tenant's business as contemplated by this Lease,
including use of the Outdoor Display Area and other display areas
designated on the Site Plan, then Tenant may, upon thirty (30)
days prior written notice to Landlord, terminate this Lease, in
which event, Tenant shall satisfy all obligations through the
termination date and shall then be relieved of any further
obligations.


(d) SUBORDINATION; ATTORNMENT; NONDISTURBANCE. At the option of
any first mortgagee of the Premises, this Lease shall be
subordinate at all times to the lien of such mortgage or deed of
trust existing or that may hereafter be placed upon the Premises,
and to any and all advances made thereunder, provided that such
subordination shall not become effective unless and until the
proposed mortgagee or beneficiary shall have executed and
delivered to Tenant the Subordination, Non-Disturbance and
Attornment Agreement attached hereto as Exhibit G (hereinafter
referred to as the "Nondisturbance Agreement").


In the event Landlord has not furnished Tenant with an
executed Nondisturbance Agreement from any existing mortgagee or
beneficiary within sixty (60) days from the date of this Lease,
Tenant shall have the right to terminate this Lease by written
notice to Landlord, and immediately receive from Landlord any and
all prepaid rents, deposits and other sums paid by Tenant on
account of this Lease.

(e) ADA COMPLIANCE. Landlord covenants and agrees that at its own
expense, and without any right of reimbursement from Tenant, it
shall complete construction of the Building and related
improvements, and take such other actions as shall be necessary to
cause the Premises, to fully and timely comply with the
requirements of all governmental authorities applicable to the
Premises, including, without limitation, planning and zoning rules
and regulations, Building, health and fire codes, the "American
with Disabilities Act" of 1990 as amended and the Federal
regulations promulgated thereunder (the "Disabilities Act");
provided, however, that, with respect to the Disabilities Act, the
parties agree as follows:


(i) Each party shall have responsibility under the Disabilities
Act for its own standards, criteria, policies, practices, and
procedures.

(ii) Tenant shall have the responsibility for the provision of
auxiliary aids and services" (as such term is used in the
Disabilities Act) to its customers, if and to the exten


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