ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") dated as of July
11, 1995, by and between Cabot Safety Corporation, a Delaware corporation having
an address at One Washington Mall, Boston, MA 01550 ("Assignor") and Cabot
Safety Acquisition Corporation, a Delaware corporation having an address at One
Washington Mall, Boston, MA 0150 ("Assignee"). BACKGROUND
A. Assignor is the owner of the real property described on Exhibit A
attached hereto-(the "Premises").
B. Assignor has previously executed a Promissory Note dated as of April 16,
1991 (the "Note") in favor of American United Life Insurance Company ("Lender")
which Note had an original principal amount of $2,670,000.
C. The Note is secured by, among other things, that certain Indenture of
Mortgage dated April 16, 1991 (the "Mortgage") made by Assignor in favor of
Lender and recorded on April 17, 1991 in the real property records of Marion
County, Indiana as Instrument No. 91-35233.
D. Simultaneously herewith (i) Assignor will convey all of its right, title
and interest in and to the Premises to Assignee pursuant to that certain
Corporate Warranty Deed dated of even date herewith and (ii) Assignee will
assume all of Assignor's obligations (including without limitation, any
repayment obligations thereunder) under the Note pursuant to the terms of that
certain Assignment and Assumption Agreement dated of even date herewith between
Assignor and Assignee.
E. The Lender has agreed to consent to the conveyance of the Premises and
the assignment and assumption of the Note on the condition, among others that
Assignor and Assignee execute and deliver this Assignment.
ASSIGNMENT
In consideration of the premises and other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. Assignor hereby assigns to Assignee forever all right, title and
interest of Assignor in, to and under the Assignment of Leases.
2. On and as of the date hereof, Assignee hereby accepts the foregoing
assignment from Assignor of all of Assignor's right, title and interest in, to
and under the Assignment of Leases and hereby assumes all of Assignor's
liabilities and obligations under, relating to or arising out of the Assignment
of Leases, whether direct or indirect, absolute or contingent, contractual,
tortious or otherwise and agrees to be bound by the terms, conditions,
provisions and obligations created under the Assignment of Leases and any other
document evidencing, securing or in any way relating to any indebtedness or
obligation evidenced by the Note.
3. This Assignment may not be amended, modified or terminated except by an
instrument, in writing, executed by the parties hereto.
4. This Assignment shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be
executed on the date first above written.
CABOT SAFETY CORPORATION
By: /s/
Name: John D. Curtin, Jr.
Title: CEO
Attest:
/s/
Name: Mark Tremallo
Title: Asst. Secy.
CABOT SAFETY ACQUISITION
CORPORATION
By: /s/
Name: Norman W. Alpert
Title: President
Attest:
/s/
Name: J. Christopher Henderson
Title: Secretary
STATE OF NEW YORK )
) ss:.
COUNTY OF NEW YORK )
Before me, a Notary Public in and for said County and State appeared John
D. Curtin, Jr. and Mark V. R. Tremallo, personally known and acknowledged to be
the CEO and Assistant Secretary of Cabot Safety Corporation, a Delaware
corporation and that such officers being duly authorized to do so pursuant to
its by-laws and resolutions of its board of directors, executed and acknowledged
the foregoing instrument for the purposes therein contained, by signing the name
of the Corporation by themselves as such officers as their free and voluntary
act and deed and the free and voluntary act and deed of said Corporation.
Witness my hand and seal this 11th day of July, 1995.
/s/
Name:
Notary Public
LARS J. HANSON
NOTARY PUBLIC, State of New York
My Commission expires: No. 31-5001530
Qualified in New York County
Certificate Filed in New York County
Commission Expires September 8, 1996
STATE OF NEW YORK )
_________ ) ss:.
COUNTY OF NEW YORK )
Before me, a Notary Public in and for said County and State appeared Norman
W. Alpert and J. Christopher Henderson, personally known and acknowledged to be
the President and Treasurer and Secretary of Cabot Safety Acquisition
Corporation, a Delaware corporation and that such officers being duly authorized
to do so pursuant to its by-laws and resolutions of its board of directors,
executed and acknowledged the foregoing instrument for the purposes therein
contained, by signing the name of the Corporation by themselves as such officers
as their free and voluntary act and deed and the free and voluntary act and deed
of said Corporation.
Witness my hand and seal this 11th day of July, 1995.
/s/
Name:
Notary Public
LARS J. HANSON
NOTARY PUBLIC, State of New York
My Commission expires: No. 31-5001530
Qualified in New York County
Certificate Filed in New York County
Commission Expires September 8, 1996
This instrument was prepared by Simpson Thacher & Bartlett, 425 Lexington
Avenue, New York, New York 10017. Attention: Alan S. Kava
EXHIBIT A
LEGAL DESCRIPTION
Parcel I
Part of the Northwest Quarter of Section 25, Township 17 North, Range 2
East in Marion County, Indiana, more particularly described as follows:
Commencing at the Northwest corner of said Quarter Section; thence North 87
degrees 33 minutes 00 seconds East along the North line of said Quarter Section,
1590.55 feet; thence South 02 degrees 27 minutes 00 seconds East, 45.00 feet to
a point on the South right-of-way of 79th Street and the point of beginning;
thence South 02 degrees 10 minutes 45 seconds East, 402.72 feet; thence South 87
degrees 49 minutes 15 seconds West, 551.65 feet, the following courses are along
the rights-of-way of Moller Road and 79th Street; thence North 00 degrees 01
minutes 19 seconds East, 160.23 feet; thence North 02 degrees 52 minutes 54
seconds East, 140.31 feet; thence North 00 degrees 01 minutes 19 seconds East,
42.95 feet to a point of curvature; thence 91.67 feet along a curve to the
right, having a radius of 60.00 feet and a chord bearing and length of North 43
degrees 47 minutes 10 seconds East, 83.01 feet; thence North 87 degrees 33
minutes 00 seconds East, 471.80 feet to the point of beginning.
Parcel II
Non-exclusive easement for ingress and egress as created by Declaration of
Ingress/Egress Easement dated December 5, 1988 and recorded December 19, 1988 as
Instrument No. 88-128253, as amended by First Amendment to Declaration of
Ingress/Egress Easement dated December 9, 1990 and recorded January 3, 1991 as
Instrument 91-898.
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