EXHIBIT 10.51
Please Return to:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq. -
Smith, Anderson, Blount, Dorsett, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
LEASEHOLD AND REAL PROPERTY
ASSIGNMENT AND ASSUMPTION AGREEMENT
This LEASEHOLD AND REAL PROPERTY ASSIGNMENT AND
ASSUMPTION AGREEMENT, dated this 6th day of January, 1992,
by and between Panda-▇▇▇▇▇▇▇▇ Corporation, a Delaware
corporation (the "Corporation") and Panda-Rosemary, L.P.,
a Delaware limited partnership, doing business in North
Carolina as Panda-▇▇▇▇▇▇▇▇, Limited Partnership (the
"Partnership").
W I T N E S S E T H:
WHEREAS, the Corporation, as lessee, and The ▇▇▇▇
Company, a Delaware corporation ("▇▇▇▇"), as lessor,
entered into a certain Real Property Lease and Easement
Agreement, dated June 9, 1989 (the "Lease Agreement"),
recorded June 13, 1989, in Book 1452, Page 205 in the
Office of the Register of Deeds of Halifax County, North
Carolina; and
WHEREAS, the Corporation and ▇▇▇▇ amended the
Lease Agreement by (i) the First Amendment to Real Property
Lease and Easement Agreement, dated October 1, 1989 (the
"First Amendment"), recorded October 27, 1989, in Book
1461, Page 475, in the Office of the Register of Deeds of
Halifax County, North Carolina and (ii) the Second
Amendment to the Real Property Lease and Easement
Agreement, dated January 31, 1990 (the "Second Amendment")
recorded March 26, 1990, in Book 1472, Page 465, in the
Office of the Register of Deeds of Halifax County, North
Carolina (the Lease Agreement, as amended by the First
Amendment and the Second Amendment, hereinafter referred to
as the "Agreement"); and
WHEREAS, the Corporation desires to sell and
delegate to the Partnership, and the Partnership desires to
accept and assume from the Corporation, all of the
Corporation's right, title and interest in and to, and all
of the Corporation's liabilities and obligations with
respect to, (i) the property and premises demised in the
Agreement and all improvements and fixtures located upon
said property and the personal property attached thereto,
all as described in Schedule A attached hereto, and (ii)
the encroachments, easements and certain other real
property described in Schedule B attached hereto (the
Agreement and the property referred to in subclauses (i)
and (ii) above hereinafter collectively the "Transferred
Real Property").
NOW THEREFORE, in consideration of the foregoing
premises, the mutual covenants contained herein, $10 and for
other good and valuable consideration the receipt and sufficiency
of which are hereby acknowledged, the parties hereby agree
as follows:
1. Assignment and Delegation by Corporation. The
Corporation hereby irrevocably sells, bargains, grants,
conveys, assigns, transfers and delegates to the
Partnership, all of its right, title and interest, whether
now owned or hereafter acquired, in and to, and all of
its liabilities and obligations, whether now in existence
or hereafter arising, in respect of, the Transferred Real
Property, to have and to hold the same unto the
Partnership, its successors and assigns forever.
2. Acceptance and Assumption By Partnership. The
Partnership hereby accepts the transfer and assignment of
the Transferred Real Property, subject to all liens,
encumbrances and charges thereon including, without
limitation, those created under, or contemplated by, that
certain Leasehold Deed of Trust and Security Agreement,
dated as of October 1, 1989, by and among the Corporation,
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee, and The Fuji Bank and Trust
Company as Beneficiary, and recorded in Book 1461, page 491
in the Office of the Register of Deeds of Halifax County,
North Carolina and in Book 670, page 749 in the Office of
the Register of Deeds of Northampton County, North Carolina
as amended by (i) the First Modification to Leasehold Deed
of Trust and Security Agreement, dated as of December 29,
1989, and recorded in Book 1466, page 599, in the Office of
the Register of Deeds of Halifax County, North Carolina and
in Book 670, page 789 in the Office of the Register of
Deeds of Northampton County, North Carolina, (ii) the
Second Modification to Leasehold Deed of Trust and Security
Agreement, dated as of April 3, 1990, and recorded in Book
1473, page 493, in the Office of the Register of Deeds of
Halifax County, North Carolina and in Book 670, page 799 in
the Office of the Register of Deeds of Northampton County,
North Carolina, and (iii) the Third Modification to
Leasehold Deed of Trust and Security Agreement, dated as of
July 12, 1990, and recorded in Book 1480, page 547, in the
office of the Register of Deeds of Halifax County, North
Carolina and in Book 670, page 810 in the Office of the
Register of Deeds of Northampton County, North Carolina (as
so amended, the "Leasehold Mortgage"), and the Partnership
hereby agrees to pay, perform and discharge when due all
liabilities and obligations of the Corporation of
whatsoever kind, character or description arising under, or
with respect to, the Transferred Real Property or the
Leasehold Mortgage (whether known or unknown, contingent or
otherwise) arising prior to or after the date hereof
(including the making of any and all payments required to
be made by the Corporation under, or with respect to, the
Transferred Real Property or under, or with respect to, the
Leasehold Mortgage).
3. Limitation of Liability. Notwithstanding anything to the
contrary contained herein, no partner in the Partnership
(other than the Corporation) nor any of its or the
Corporation's stockholders or affiliates or any officer or
director of any thereof (a "Non-Recourse Person") shall
have any liability to any party hereto for the payment of
any sums now or hereafter owing hereunder, directly,
indirectly or contingently, by either party hereto, or for
the performance of any of the obligations of either party
hereto contained herein, or shall otherwise be liable or
responsible with respect thereto.
4. Further Assurances. At any time or from time to time
after the date hereof, at the Partnership's request and
without further consideration, the Corporation shall
execute and deliver to the Partnership such other
instruments of sale, transfer, conveyance, assignment and
confirmation, provide such materials and information and
take such other actions as the Partnership may reasonably
deem necessary or desirable in order more effectively to
transfer, convey and assign to the Partnership, and to
confirm the Partnership's right, title and interest in and
to, the Transferred Real Property, and to the full extent
permitted by law, to put the Partnership in possession of
the Transferred Real Property and to assist the Partnership
in exercising all rights with respect thereto.
5. Authorization to Record. Upon the execution and delivery
hereof, the Corporation and the Partnership shall record,
or cause to be recorded, this Leasehold and Real Property
Assignment and Assumption Agreement (i) in the Office of
the Register of Deeds of Halifax County, North Carolina and
(ii) in the Office of the Register of Deeds of Northampton
County, North Carolina.
6. Miscellaneous. This Leasehold and Real Property
Assignment and Assumption Agreement (i) may be executed in
any number of counterparts, each of which will be deemed an
original, but all of which together will constitute one and
the same instrument; (ii) SHALL BE GOVERNED BY, AND
ENFORCED AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NORTH CAROLINA; and shall be binding upon and
inure solely to the benefit of the parties hereto and their
respective successors and assigns.
IN WITNESS WHEREOF, the undersigned, by authority
duly given, have caused this Leasehold and Real Property
Assignment and Assumption Agreement to be executed under
seal, delivered, and effective as of the day and year first
written above.
ATTEST: PANDA-▇▇▇▇▇▇▇▇ CORPORATION
By:
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Assistant Secretary Title: Vice President
[Affix Corporate Seal] PANDA-▇▇▇▇▇▇▇▇, L.P.
(doing business
in North Carolina as Panda-
ATTEST: ▇▇▇▇▇▇▇▇, Limited
Partnership [SEAL]
By: Panda-▇▇▇▇▇▇▇▇
Corporation,
----------------- its sole general partner
Assistant Secretary
[Affix Corporate Seal] [SEAL]
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President