HomeMy WebLinkAboutOAKRIDGE BUSINESS PARK THIRTYFIRST KINDERCARE - Filed OA-OTHER AGREEMENTS - 2004-01-23RCPTN & 2000060963 09/06/2000 09:58:00 # PAGES - 7 FEE - $35.00
M RODENBERGER RECORDER, LARIMER COUNTY CO STATE DOC FEE - $.00
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this "Agreement") is dated as of A*geRt
2000 between AEW NO. 52 CORPORATION, now known as EASTRICH NO. 52
CORPORATION, a :Massachusetts corporation ("Assignor"), KINDERCARE LEARNING
CENTERS, INC., a Delaware corporation ("KinderCare"), and THE CITY OF FORT
COLLINS. COLORADO (the "City").
RECITALS
A. WHEREAS, Assignor and KinderCare have entered into that certain Vacant
Land/Farm and Ranch Contract to Buy and Sell Real Estate dated February 23, 2000 (as
thereafter amended, the "Contract"), for the purchase and sale of certain real property located in
the City of Fort Collins, County of Latimer, State of Colorado, legally described as Lot 1,
Oakridge Business Park. 31 st Filing, County of Larimer, State of Colorado (the "Property");
B. WHEREAS, pursuant to the terms of the Contract and in connection with
KinderCare's financing, KinderCare has designated the following entity to take title to the
Property at closing: Wilmington Trust Company, a Delaware corporation, not in its individual
capacity but solely ,as Trustee of the KinderCare Realty Trust 1999, a Delaware business trust
created by that certain "Crust Agreement dated as of September 2, 1999 between Scotia Bank,
Inc., as Trustor, and Wilmington Trust Company, as Trustee ("Wilmington Trust Company");
C. WHEREAS, KinderCare has the power and authority to execute documents and
enter into agreements regarding the development of and construction of improvements on the
Property;
D. WHEREAS, the plat of the Property dated and recorded in the real
property records of Latimer County, Colorado at Reception No. -,0' (`-Plat"), which has been
approved by the City. contains a maintenance guaranty and repair guaranty by Assignor
regarding the improvements to be constructed on Property (the "Guaranties"); and
E. WHEREAS, in connection with the closing of the sale and purchase of the
Property, Assignor desires to assign and KinderCare desires to assume all obligations and
liabilities under the Guaranties and the City consents to such assignment and assumption
pursuant to the terms of this Agreement;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
Assignor. KinderCare and the City as set forth in this Agreement, and for other good and
valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged
and affirmed by Assignor, KinderCare and the City, said parties covenant and agree as follows:
1. Assignment of Guaranties. Assignor hereby transfers, conveys and assigns to
KinderCare all of Assignor's liabilities, obligations and duties arising under the Guaranties.
Q a389.1
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2. Assumption of Guaranties. Kinder -Care hereby accepts the foregoing
assignment, assumes all of Assignor's liabilities and agrees to perform all of Assignor's
obligations and duties under the Guaranties.
3, City's Consent. City hereby consents to the foregoing assignment and
assumption and hereby confirms that Assignor is released from all liabilities and obligations
under the Guaranties.
4. Inurement. This Agreement shall be binding on and shall inure to the benefit of
the parties hereto and their respective successors and assigns.
5. Counterparts. A copy of this document may be executed by each party,
separately, and when. each party has executed a copy thereof, such copies taken together shall be
deemed to be a full and complete contract between the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date first written above.
ASSIGNOR:
AEW NO. 52 CORPORATION, now known as
EASTRICH NO. 52 CORPORATION,
a Massachusetts corporation
By: 2, /
Its' i e_ pep:
Name /ec Bve /e n k
KINDERCARE:
KIN-DERCARE LEARNING CENTERS, INC.,
a Delaware corporation,
By: _
Its: _
Name:
2389.1 2
CITY:
CITY OF FORT COLLINS, COLORADO,
a municipal corporation
ATTEST:
0
City Clerk
STATE OF
ss.
COUNTY OF 6 v 1/ a 1 )
JOHN F, FISHBACH
City Manger
The fore oin instrument was acknowle ed be�ore me this day of X�� t
2000, by /��✓ le = h as 1� tg ofAEW NO. 52 CORPORATION now
known as EASTRIC'H NO. 52 CORPORATION, a Massachusetts corporation.
Witness my hand and official seal
My commission expires'.
STATE OF
COUNTY OF
)
ss.
The foregoing instrument was acknowledged before me this day of
2000, by as of KINDERCARE
LEARNING CENTER, INC., a Delaware corporation.
Witness my hand and official seal
My commission expires:
NOTARY PUBLIC
2389.1
3
I
2. Assumption of Guaranties. KinderCare hereby accepts the foregoing
assignment, assumes all of Assignor's liabilities and agrees to perform all of Assignor's
obligations and duties under the Guaranties.
I City's Consent. City hereby consents to the foregoing assignment and
assumption and hereby confirms that Assignor is released from all liabilities and obligations
under the Guaranties.
4. Inurement. This Agreement shall be binding on and shall inure to the benefit of
the parties hereto and their respective successors and assigns.
5. Counterparts. A copy of this document may be executed by each party,
separately, and when each party has executed a copy thereof, such copies taken together shall be
deemed to be a full and complete contract between the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date first written above.
2399.1
ASSIGNOR:
AEW NO. 52 CORPORATION, now known as
EASTRICH NO, 52 CORPORATION,
a Massachusetts corporation
By:
Its: _
Name:
KINDERCARE:
KINDERCARE LEARNING CENTERS, INC-,
a Delaware corporation,
By:
Its:
Name: - t�
7
CITY:
CITY OF FORT COLLINS, COLORADO,
a municipal corporation
ATTEST:
0
City Clerk
STATE OF )
ss.
COUNTY OF )
JOHN F. FISHBACH
City Manger
The foregoing instrument was acknowledged before me this _ day of
2000, by _ as of AEW NO. 52 CORPORATION now
known as EASTRICH NO. 52 CORPORATION, a Massachusetts corporation.
Witness my hand and official seal
My commission expires:
STATE OF
COUNTY OF
)
ss.
NOTARY PUBLIC
The';0TCgON instrument was acknowledged bvfore me thi�Z day of
2000, by }� (Lf i pctl<yv , , as i c PSi&P c *- , of KINDE ARE
LEARNING CENTER, Ii�aC Delaware corporation.
Witness my hand and official seal r
My commission expires: S
OFFICIALSEAL
VICTORIA T BLACKWELL
NCTARY PUBLIC • OREGCd
COMMISSION NO.324558
IH COMMISSION MRES AN 21, 2003
E,
2387.1
A
ATTEST:
City Clerk
STATE OF )
ss.
COUNTY OF )
ADPrared to Form
i�uty City Attorney
CITY:
CITY OF FORT COLLINS, COLORADO,
a municipal corporation
36IRi F' F?SH13 �' Faq.,a L�, Sz
�r City Manger
The foregoing instrument was acknowledged before me this _ day of
2000, by _-,as , of AEW NO. 52 CORPORATION now
known as EASTRICH NO 52 CORPORATION, a Massachusetts corporation.
Witness my hand and official seal
My commission expires:
STATE OF )
ss.
COUNTY OF )
NOTARY PUBLIC
The foregoing instrument was acknowledged before me this _ day of
2000, by , as of KINDERCARE
LEARNING CENTER, INC., a Delaware corporation.
2389 1
Witness my hand and official seal
My commission expires:
NOTARY PUBLIC
I STATE OF COLORADO )
) ss.
COUNTY OF LARIMER )
The foregoing instrument was acknowledged before me this �"day of �/✓ wa
2000, by Frc. n 2,-u n0 of th CITY OF
FORT COLLINS, COLORADO.
Witness my hand and official seal
My commission expires; n
-yv
NOTARY PUBLIC
4i(� W,IN�
1,� 0 0 / 7f-� Sf- �1/9S o
'6" Ver, C-0 Fo d oa
2399A 4