ASSIGNMENT AND ASSUMPTION OF GROUND LEASE
THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE (this "Assignment") is made
as of __________, 200_ ("Effective Date"), by and between AP Properties of
Mississippi, Inc., a Mississippi corporation ("Assignor") and MPH Investments of
Mississippi, Inc., a Mississippi corporation ("Assignee").
RECITALS:
WHEREAS, AP Hotels of Mississippi, Inc., predecessor in interest to
Assignor, as tenant, and Rainbow Casino-Vicksburg Partnership, L.P., as landlord
("Landlord"), entered into that certain Ground Lease dated June 21, 1994, as
amended by that certain First Amendment to Ground Lease dated February 18, 2002
(as so amended, the "Ground Lease"), demising certain premises located at 1350
Warrington Road, in the City of Vicksburg, Warren County, State of Mississippi,
commonly known as the AmeriHost Inn & Suites Rainbow Hotel Casino - Vicksburg,
Mississippi (the "Premises"); and
WHEREAS, Assignor desires to assign to Assignee all of Assignor's right,
title and interest in, to and under the Ground Lease and Assignee desires to
accept such assignment and assume all obligations of Assignor under said Ground
Lease arising or accruing on and after the Effective Date.
NOW, THEREFORE, for and in consideration of the foregoing and other
valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Assignor hereby assigns, transfers and sets over unto Assignee as of the
Effective Date, all right, title and interest of Assignor in, to and under the
Ground Lease, including Assignor's right, title and interest in and to the
"Improvements" as set forth in Section 1.1 of the Ground Lease. Assignor hereby
agrees to indemnify, defend and hold Assignee harmless from and against any and
all cost, expense (including, without limitation, reasonable attorneys' fees and
court costs), liability, damage and claim that may arise out of obligations of
Assignor, as tenant under the Ground Lease, occurring prior to the Effective
Date.
2. Assignee hereby accepts such assignment and hereby assumes and agrees to
perform all obligations of Assignor arising or accruing on or after the
Effective Date under the Ground Lease, and shall make all payments and keep and
perform all conditions and covenants of the Ground Lease in the same manner as
if Assignee were the original tenant thereunder. Assignee accepts possession of
the Premises in their condition on the Effective Date. Assignee hereby agrees to
indemnify, defend and hold Assignor harmless from and against any and all cost,
expense (including, without limitation, reasonable attorney's fees and court
costs), liability, damage and claim that may arise out of obligations of
Assignee, as tenant under the Ground Lease, occurring on and after the Effective
Date.
3. Assignor hereby represents to Assignee that Assignor is the absolute
owner of the leasehold estate under the Ground Lease, free and clear of any
mortgages, liens, encumbrances or adverse interests of third parties, and the
Premises have not been sublet in whole or in part.
4. This Assignment shall be binding upon, and shall inure to the benefit of
the parties hereto, and their respective successors and assigns.
5. This Assignment may be executed in one or more counterparts, each of
which shall constitute an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as
of the date first above written.
ASSIGNEE: ASSIGNOR:
MPH INVESTMENTS OF MISSISSIPPI, INC. AP PROPERTIES OF MISSISSIPPI, INC.
By: By:
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Its: Its:
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Title: Title:
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STATE OF )
----------------- ) SS:
COUNTY OF )
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I, ____________________, a Notary Public in and for the County and State
aforesaid, do hereby certify that _________________, the ________________ of MPH
Investments of Mississippi, Inc., a Mississippi corporation, a _______________,
personally known to me to be the same person whose name is subscribed to the
foregoing instrument as such officer, appeared before me this day in person and
acknowledged that he signed and delivered said instrument as his own free and
voluntary act and as the free and voluntary act of said corporation for the uses
and purposes therein set forth.
GIVEN under my hand and notarial seal this ______ day of __________, 2002.
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Notary Public
My Commission Expires:
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STATE OF )
----------------- ) SS:
COUNTY OF )
------------- )
I, ____________________, a Notary Public in and for the County and State
aforesaid, do hereby certify that _______________________, the ___________ of AP
Properties of Mississippi, Inc., a Mississippi corporation, personally known to
me to be the same person whose name is subscribed to the foregoing instrument as
such officer of such corporation, appeared before me this day in person and
acknowledged that he signed and delivered said instrument as his own free and
voluntary act and as the free and voluntary act of said corporation for the uses
and purposes therein set forth.
GIVEN under my hand and notarial seal this ______ day of __________, 2002.
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Notary Public
My Commission Expires:
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CONSENT TO ASSIGNMENT
The undersigned, Rainbow Casino-Vicksburg Partnership, L.P., being the
current landlord ("Landlord") under that certain Ground Lease dated June 21,
1994 (as amended, the "Ground Lease") as more particularly referenced in that
certain Assignment and Assumption of Ground Lease dated ________, 2002 between
AP Properties of Mississippi, Inc. ("Assignor") and MPH Investments of
Mississippi, Inc. ("Assignee") to which this consent is attached, hereby
consents to the foregoing Assignment and Assumption of Ground Lease.
Landlord represents that, to its actual knowledge, neither Landlord nor
Assignor are in default of their obligations under the Ground Lease as of the
date hereof.
Landlord hereby releases and discharges each AP Properties of Mississippi,
Inc., as tenant, and Arlington Hospitality, Inc., f/k/a AmeriHost Properties,
Inc., as guarantor of the tenant's obligations under the Ground Lease, from any
and all liability under such Ground Lease and guaranty thereof. Assignee shall
become liable and responsible for the full performance and observance of all the
provisions, covenants and conditions set forth in the Ground Lease on the part
of the tenant to be performed and observed thereunder as if Assignee were the
original tenant thereunder.
This Consent to Assignment shall be deemed limited solely to the assignment
of the tenant's leasehold estate from AP Properties of Mississippi, Inc. to MPH
Investments of Mississippi, Inc. and Landlord reserves the right to consent to
any further or additional assignments hereafter.
Dated this _____ day of ___________, 2002.
Rainbow Casino-Vicksburg Partnership, L.P.,
a Mississippi limited partnership
By: United Gaming Rainbow
Its: General Partner
By:
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Its:
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Title:
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