5.A.(1) Lease Termination Agreement (SASCO)

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LEASE TERMINATION AND SETTLEMENT AGREEMENT THIS LEASE TERMINATION AND SETTLEMENT AGREEMENT (the “Agreement”), is entered into by and between THE CITY OF SOUTH BEND, INDIANA, DEPARTMENT OF REDEVELOPMENT, ACTING BY AND THROUGH ITS REDEVELOPMENT COMMISSION (the "Commission") and TEACHERS CREDIT UNION ("TCU"). RECITALS A.The Commission and Studebaker Autoparts Sales Corp. (“SASCO”) entered into a written Lease Agreement dated January 7, 2000 ("Lease") whereby SASCO leased from the Commission that certain parcel of real estate of approximately 2.8 acres in the City of South Bend, St. Joseph County, Indiana located at 410 West Sample Street (sometimes referred to as 414 West Sample Street), and a structure thereon known as the Studebaker Engineering Building, or Building #92, (collectively the "Premises") for an initial term of ten (10) years, commencing January 7, 2000 and with an option to renew the Lease for two (2) additional five (5) year terms for that rent and other consideration set forth in the Lease. B.TCU provided certain loans to SASCO (the “Loans”) secured by, among other things, a collateral assignment of the Lease (the “Collateral Assignment”) and a security interest (the “Security Agreement”) in certain personal property of SASCO (the “Assets”) (the Collateral Assignment and the Security Agreement are sometimes hereafter referred to collectively as the “Security Documents”). C.SASCO defaulted on the Loans and TCU has enforced its rights pursuant to the Security Documents and has purchased the Assets at Public Sale and taken possession of the Premises. D.TCU is now the owner of the Assets and the tenant under the Lease. E.TCU has provided notice to the Commission of its exercise of the option to extend the Lease for an additional five (5) year period (the “Renewal Term”). F.The Commission has indicated that it wishes to terminate the Lease as of February 15, 2010 in order to demolish the building located on the Premises and may dispute that the Lease can be extended for the Renewal Term. G.TCU has entered into an agreement to sell the Assets to a purchaser who has indicated that it would move the Assets to a different location in South Bend and continue the sale of the Assets as a South Bend business. H.The Commission has been advised that the total cost of the relocation package associated with the move of the Assets and termination of the Lease could far exceed the consideration provided herein.