HomeMy WebLinkAbout6.C.(2) Lease Termination Agreement (SASCO)LEASE TERMINATION AGREEMENT
For and in consideration of the mutual promises and covenants of the parties set forth
herein and other good and valuable consideration,. the receipt and sufficiency thereof is hereby
acknowledged, THE SOUTH BEND REDEVELOPMENT COMMISSION (the "Commission")
and TEACHERS CREDIT UNION ("TCU") hereby agree as follows:
RECITALS
WHEREAS, 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 as 410 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 (the "Renewal Terms") for that rent and other
consideration set forth in the Lease; and
WHEREAS, 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 all personal property of SASCO (the "Personal Property")
(the Collateral Assignment and the Security Agreement are sometimes hereafter referred to
collectively as the "Security Documents"); and
WHEREAS, SASCO has defaulted on the Loans and TCU has enforced its rights
pursuant to the Security Documents and has, or shortly will, purchase the Personal Property at
Public Sale and take possession of the Premises; and
WHEREAS, the Commission has indicated that it wishes to terminate the Lease as of
January 31, 2010 in order to demolish the building located on the Premises despite the rights of
the lessee to extend the Lease for the Renewal Terms; and
WHEREAS, TCU likewise desires that the Lease terminate prior to the expiration of the
Renewal Terms and that, upon such early termination, TCU seeks to be relieved of all further
liability and obligations under the Lease and to quit, surrender and vacate the Premises as well as
yielding and waiving all rights, benefits and privileges of the Lease upon the early termination
thereof.
NOW THEREFORE, THE PARTIES AGREE:
The above recitals to this Agreement are true and correct and made a part hereof
as if set forth verbatim herein.
2. The Lease, and all rights, benefits and privileges accruing to both TCU and the
Commission thereunder shall terminate as of 12:00 o'clock midnight, local time, January 31,
2010 unless extended in writing by both parties (the "Termination Date") and, providing the
conditions hereof are satisfied, TCU and the Commission shall each be relieved of all respective
liabilities and obligations under the Lease upon the Termination Date.
3. TCU agrees to quit, surrender and vacate the Premises on the Termination Date.
TCU shall deliver the keys to and relinquish any right of possession of the Premises and the
Commission shall accept same as of the Termination Date.
4. In partial consideration of this Agreement, (i) all defaults of the Lease occurring
prior to the date of the execution of this Agreement shall be deemed waived by the Commission;
(ii) TCU shall have no obligation to pay rent accruing prior to the Termination Date; and (iii) any
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renewal and notice of renewal required pursuant to the Lease to assure occupancy of the
Premises by TCU until the Termination Date shall be deemed to have been made.
5. TCU shall otherwise comply with all obligations owing to the Commission under
the Lease through the Termination Date except as otherwise specifically set forth herein, and
further subject to the following: (i) TCU shall have no obligation to construct, or make repair of,
any improvements at or to the Premises; (ii) TCU shall have no obligation to comply with
building, zoning, health or fire codes, laws, statutes or ordinances if the conditions which would
otherwise be the source of such violations existed on the date of the execution of this Agreement;
and (iii) TCU shall assume no liability including, without limitation, environmental liability,
arising from any condition existing on the Premises on the date of the execution of this
Agreement.
6. The parties acknowledge and agree that time is of the essence of this Agreement.
7. Except as provided herein, all other terms, conditions and provisions of the Lease
shall remain in full force and effect until TCU quits, surrenders and vacates the Premises and
delivers the keys thereto upon the Termination Date upon which event the Lease shall terminate,
become null and void and be of no further force and effect.
8. Upon the Termination Date and TCU having quit, surrendered and vacated the
Premises, the Commission shall have free and full access to the Premises and shall be entitled to
use or dispose of any property or fixtures remaining within the Premises as it, in its sole
discretion decides, all without obligation of any sort to TCU.
9. This Agreement shall be binding on and inure to the benefit of the parties hereto
and their respective successors and assignors.
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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date written next to their respective signatures below.
"COMMISSION"
Date:
ATTEST:
[Printed Name]
SOUTH BEND REDEVELOPMENT
COMMISSION
By:
Its:
"TCU"
Date:
SBDS02 MI3W 394692vI
TEACHERS CREDIT UNION
By:
Its:
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