EXHIBIT 99.3(g)
EXHIBIT 1
ASSIGNMENT AND ASSUMPTION AGREEMENT AND BILL OF SALE
THIS Assignment and Assumption Agreement AND BILL OF SALE ("AGREEMENT")
dated as of September 30, 1996 by and between INVESTORS ASSET HOLDING CORP., not
in its individual capacity, but solely as Trustee of "AFG/SOO LINE TRUST",
having its principal place of business at 98 N. Washington Street Boston,
Massachusetts 02114 ("Seller"), and RSL Finance Limited Partnership II, having a
principal place of business at 2300 Miami Center, 201 S. Biscayne Blvd., Miami,
Florida 33131-4329 ("Purchaser"). Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to them in a Purchase and Sale
Agreement between Seller and Purchaser as of September 30, 1996.
1. ASSIGNMENT OF LEASE.
Seller hereby assigns, and Purchaser hereby assumes, all of Seller's right,
title, interest, duties and obligations in and to the lease ("Lease") as listed
on the attached Schedule A. In accordance with the Lease, Seller represents and
warrants that, so long as no breach or event of default, or event which, with
the giving of notice or the passage of time or both, would constitute an event
of default, has occurred and is continuing under the Lease, Seller shall warrant
Lessee's right of quiet use and possession of the Equipment thereunder against
all persons claiming by or through Seller.
2. SALE OF THE EQUIPMENT.
In consideration of the sum of $10.00 ("Purchase Price"), payable in
immediately available funds, Seller hereby sells and transfers to Purchaser all
of its right, title and interest in and to the Equipment, together with all
warranties, express or implied, received from the manufacturer or vendor
thereof. Seller hereby represents and warrants to Purchaser that Seller is
conveying good title to the Equipment, free and clear of all liens and
encumbrances other than the leasehold estate of Lessee under the Lease or any
liens created by the Lessee. The Purchase Price is due on the Closing Date.
All taxes, in any way arising out of this transaction, including without
limitation transfer taxes arising out of the assignment of the Lease, shall be
solely for the account of the Purchaser.
3. REPRESENTATIONS.
(a) Seller, in order to induce Purchaser to enter into this
Agreement, hereby represents and warrants to Purchaser that (i) each of this
Agreement and each agreement and instrument related hereto has been duly
authorized, executed and delivered by the Seller, and is enforceable against
Seller in accordance with their respective terms; (ii) the Lease represents the
entire agreement between the Seller as lessor and the Lessee with respect to the
leasing of the Equipment; (iii) the Lease is in full force and effect, without
modification or amendment; (iv) to the best of Seller's knowledge, no event of
default has occurred and is continuing thereunder; (v) the rents payable under
the Lease are not subject to any defenses, set-off or counterclaims; (vi) as of
the date hereof there are no sales taxes or other governmental charges due with
respect to the Equipment or the Lease other than those payable by Lessee under
the Lease and excluding any taxes that are based on or measured by the net
income of Lessor. If applicable, Purchaser agrees to provide Seller with a
resale tax exemption certificate.
(b) EXCEPT AS SPECIFICALLY SET FORTH HEREIN AND IN THE PURCHASE AND
SALE AGREEMENT OF EVEN DATE HEREWITH, SELLER MAKES NO REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER CONCERNING THE
EQUIPMENT, INCLUDING, WITHOUT LIMITATION, THE SELECTION, QUALITY, OR CONDITION
OF THE EQUIPMENT, OR ITS MERCHANTABILITY, ITS SUITABILITY, ITS FITNESS FOR ANY
PARTICULAR PURPOSE, THE OPERATION OR PERFORMANCE OF THE EQUIPMENT OR PATENT
INFRINGEMENT OR THE LIKE.
4. REPRESENTATIONS AND WARRANTIES OF PURCHASER.
Purchaser, in order to induce Seller to enter into this Agreement, hereby
represents and warrants to Seller that (i) each of this Agreement and each
agreement and instrument related hereto has been duly authorized, executed and
delivered by Purchaser, and is enforceable against it in accordance with their
respective terms; and (ii) so long as no breach or event of default has occurred
under the Lease, Purchaser shall warrant Lessee's right of quiet use and
possession of the Equipment thereunder against all persons claiming by or
through Purchaser.
5. ASSUMPTION OF THE LEASE BY PURCHASER.
The Purchaser hereby assumes all the right, title and interest, duties and
obligations of the Seller under the Lease, and agrees to pay or perform all such
duties and obligations.
6. GOVERNING LAW. EXECUTION IN COUNTERPARTS.
This Agreement is to be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts. This Agreement may be executed in
multiple counterparts, each of which, taken together, shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and do each hereby warrant and represent that their respective
signatures appear below are on the date of this Agreement, and will be on the
Closing Date, duly authorized by all necessary and appropriate action to execute
this Agreement.
SELLER: PURCHASER:
Investors Asset Holding Corp., RSL Finance Limited Partnership II
not in its individual capacity
but solely as Trustee of
"AFG/SOO LINE TRUST"
By: /s/ James F. Livesey By: /s/ Roland St. Louis
-------------------------- --------------------------
Title: Vice President Title: President
----------------------- -----------------------
SWORN TO AND SUBSCRIBED BEFORE ME THIS _______ DAY OF ________, ______.
SIGNATURE:
----------------------
PRINT NAME: DATE COMMISSION EXPIRES: / /
--------------------- --- --- ---
SEAL
ASSIGNMENT AND ASSUMPTION AGREEMENT AND BILL OF SALE
THIS Assignment and Assumption Agreement AND BILL OF SALE ("AGREEMENT")
dated as of September 30, 1996 by and between INVESTORS ASSET HOLDING CORP., not
in its individual capacity, but solely as Trustee of "AFG/SOO LINE TRUST",
having its principal place of business at 98 N. Washington Street Boston,
Massachusetts 02114 ("Seller"), and RSL Finance Limited Partnership II, having a
principal place of business at 2300 Miami Center, 201 S. Biscayne Blvd., Miami,
Florida 33131-4329 ("Purchaser"). Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to them in a Purchase and Sale
Agreement between Seller and Purchaser as of September 30, 1996.
1. ASSIGNMENT OF LEASE.
Seller hereby assigns, and Purchaser hereby assumes, all of Seller's right,
title, interest, duties and obligations in and to the lease ("Lease") as listed
on the attached Schedule A. In accordance with the Lease, Seller represents and
warrants that, so long as no breach or event of default, or event which, with
the giving of notice or the passage of time or both, would constitute an event
of default, has occurred and is continuing under the Lease, Seller shall warrant
Lessee's right of quiet use and possession of the Equipment thereunder against
all persons claiming by or through Seller.
2. SALE OF THE EQUIPMENT.
In consideration of the sum of $5,088,956.00 ("Purchase Price"), payable in
immediately available funds, Seller hereby sells and transfers to Purchaser all
of its right, title and interest in and to the Equipment, together with all
warranties, express or implied, received from the manufacturer or vendor
thereof. Seller hereby represents and warrants to Purchaser that Seller is
conveying good title to the Equipment, free and clear of all liens and
encumbrances other than the leasehold estate of Lessee under the Lease or any
liens created by the Lessee. The Purchase Price is due on the Closing Date.
All taxes, in any way arising out of this transaction, including without
limitation transfer taxes arising out of the assignment of the Lease, shall be
solely for the account of the Purchaser.
3. REPRESENTATIONS.
(a) Seller, in order to induce Purchaser to enter into this
Agreement, hereby represents and warrants to Purchaser that (i) each of this
Agreement and each agreement and instrument related hereto has been duly
authorized, executed and delivered by the Seller, and is enforceable against
Seller in accordance with their respective terms; (ii) the Lease represents the
entire agreement between the Seller as lessor and the Lessee with respect to the
leasing of the Equipment; (iii) the Lease is in full force and effect, without
modification or amendment; (iv) to the best of Seller's knowledge, no event of
default has occurred and is continuing thereunder; (v) the rents payable under
the Lease are not subject to any defenses, set-off or counterclaims; (vi) as of
the date hereof there are no sales taxes or other governmental charges due with
respect to the Equipment or the Lease other than those payable by Lessee under
the Lease and excluding any taxes that are based on or measured by the net
income of Lessor. If applicable, Purchaser agrees to provide Seller with a
resale tax exemption certificate.
(b) EXCEPT AS SPECIFICALLY SET FORTH HEREIN AND IN THE PURCHASE AND
SALE AGREEMENT OF EVEN DATE HEREWITH, SELLER MAKES NO REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER CONCERNING THE
EQUIPMENT, INCLUDING, WITHOUT LIMITATION, THE SELECTION, QUALITY, OR CONDITION
OF THE EQUIPMENT, OR ITS MERCHANTABILITY, ITS SUITABILITY, ITS FITNESS FOR ANY
PARTICULAR PURPOSE, THE OPERATION OR PERFORMANCE OF THE EQUIPMENT OR PATENT
INFRINGEMENT OR THE LIKE.
4. REPRESENTATIONS AND WARRANTIES OF PURCHASER.
Purchaser, in order to induce Seller to enter into this Agreement, hereby
represents and warrants to Seller that (i) each of this Agreement and each
agreement and instrument related hereto has been duly authorized, executed and
delivered by Purchaser, and is enforceable against it in accordance with their
respective terms; and (ii) so long as no breach or event of default has occurred
under the Lease, Purchaser shall warrant Lessee's right of quiet use and
possession of the Equipment thereunder against all persons claiming by or
through Purchaser.
5. ASSUMPTION OF THE LEASE BY PURCHASER.
The Purchaser hereby assumes all the right, title and interest, duties and
obligations of the Seller under the Lease, and agrees to pay or perform all such
duties and obligations.
6. GOVERNING LAW. EXECUTION IN COUNTERPARTS.
This Agreement is to be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts. This Agreement may be executed in
multiple counterparts, each of which, taken together, shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and do each hereby warrant and represent that their respective
signatures appear below are on the date of this Agreement, and will be on the
Closing Date, duly authorized by all necessary and appropriate action to execute
this Agreement.
SELLER: PURCHASER:
Investors Asset Holding Corp., RSL Finance Limited Partnership II
not in its individual capacity
but solely as Trustee of
"AFG/SOO LINE TRUST"
By: /s/ James F. Livesey By: /s/ Roland St. Louis
-------------------------- --------------------------
Title: Vice President Title: President
----------------------- -----------------------
SWORN TO AND SUBSCRIBED BEFORE ME THIS _______ DAY OF ________, ______.
SIGNATURE:
----------------------
PRINT NAME: DATE COMMISSION EXPIRES: / /
-------------------- --- --- ---
SEAL