Brookshhire Golf Course Transfer and Assumption AgreementTRANSFER AND ASSUMPTION AGREEMENT
[Lease -- Recourse]
THIS TRANSFER AND ASSUMPTION AGREEMENT ( "Agreement ") is entered into by and between
BROOKSHIRE FIRST MORTGAGE, LLC ( "Original Lessee "), CITY OF CARMEL, REDEVELOPMENT
COMMISSION ( "New Lessee "), and Deere Credit, Inc. ( "John Deere ") as of the Effective Date indicated at
the end of this Agreement.
WHEREAS, Original Lessee entered into each of the Lease Schedules more fully described in Exhibit A
attached hereto and made a part hereof (hereinafter collectively referred to as the "Lease Schedules ") to
that certain John Deere Golf and Turf Master Lease Agreement No. 020 - 0053467 -000 dated 04/30/2002
(the "Master Lease "), pursuant to which Original Lessee leased from John Deere certain equipment more
fully described in Exhibit B (hereinafter collectively referred to as the "Equipment ") (the Lease Schedules
and the Master Lease are hereinafter collectively referred to as the "Lease Agreement ");
WHEREAS, Original Lessee has agreed to transfer and assign to New Lessee all of its rights and
interests in and to the Lease Schedules, the Master Lease and the Equipment, and New Lessee has
agreed to assume all of Original Lessee's remaining obligations to John Deere with respect thereto;
WHEREAS, the consent of John Deere to such transfer and assignment is required by the terms of the
Lease Agreement;
NOW, THEREFORE, in consideration of the foregoing and the covenants and obligations herein
contained, it is agreed as follows:
1. Remaining Lease Payments: Each of the parties to this Agreement hereby acknowledge and agree
that, as of the date indicated in Exhibit A to this Agreement, there are the number of lease payments in the
amounts set forth in Exhibit A to this Agreement due and to become due under the Lease Agreement
(plus any applicable taxes), payable in the manner set forth in the Lease Agreement.
2. New Lessee Representations: New Lessee represents and warrants that:
(a) New Lessee's address is: 111 W MAIN ST STE 140, CARMEL, IN 46032;
(b) New location of the Equipment: 12120 BROOKSHIRE PKWY, CARMEL, IN 46033;
(c) New Lessee's federal taxpayer id number is: 356000972; and
(e) New Lessee has received a complete copy of the Lease Agreement.
3. New Lessee hereby agrees to (a) pay and discharge all lease payments and all other amounts due
and to become due under the Lease Agreement to John Deere, its successors and assigns, in
accordance with the terms of the Lease Agreement including, without limitation, the payment of late
charges, property taxes, and other amounts due and to become due thereunder, (b) assume and perform
all other duties, covenants and obligations required of the Lessee, as set forth in the Lease Agreement,
including, but not limited to, providing John Deere with evidence of the required insurance coverages, and
(c) be bound by the terms of the Lease Agreement as if New Lessee was the original lessee thereunder.
4. Notwithstanding the transfer to and the assumption of the Lease Agreement by New Lessee (a)
Original Lessee shall be jointly and severally liable for the payment of all amounts due and to become due
under the Lease Agreement and to perform all of the other duties, covenants and obligations of the
Original Lessee, as set forth in the Lease Agreement, (b) Original Lessee is not released from any liability,
duty or obligation under the Lease Agreement, (c) Original Lessee shall be liable to John Deere for any
default by New Lessee under the terms of the Lease Agreement, and (d) Original Lessee represents and
warrants that no person other than John Deere is the owner of, or has any security interest in, the
Equipment.
5. Original Lessee and New Lessee jointly and severally affirm, represent, warrant and covenant that: (a)
physical possession of, and all of original Lessees rights and interest in, the Equipment shall be
TRANSFER AND ASSUMPTION AGREEMENT
transferred by Original Lessee to New Lessee on or after the Effective Date, (b) the Lease Agreement is
not subject to any disputes, offsets or counterclaims of any kind or nature whatsoever, and (c) no person
other than John Deere is the owner of, or has any security interest in, the Equipment.
6. All of the terms and conditions of the Lease Agreement are incorporated herein by reference and
made a part hereof. Except as specifically modified herein, all terms, conditions and covenants of the
Lease Agreement shall remain unchanged and shall continue to remain in full force and effect and John
Deere does not waive any of its rights under the Lease Agreement except as expressly provided in this
Agreement.
7. New Lessee (a) acknowledges that John Deere is the owner of, or has a first priority security interest
in, the Equipment, (b) agrees to execute such documents and instruments as John Deere may, in its sole
discretion, deem necessary to protect such title or security interest, and (c) hereby grants John Deere a
security interest in and to the Equipment (and all proceeds thereof) to secure all of New Lessee's
obligations to John Deere under the Lease Agreement and this Agreement.
8. Notices to New Lessee with respect to the Lease Agreement or this Agreement shall be delivered to
New Lessee at the address indicated above and in the manner set forth in the Lease Agreement for the
delivery of such notices.
IN WITNESS WHEREOF, the parties have caused this Transfer and Assumption Agreement to be
executed by their duly authorized representatives as of the Effective Date.
Original Lessee: New Lessee:
BROOKSHIRE FIRST MORTGAGE, LLC CITY OF CARMEL, REDEVELOPMENT
COMMISSION
By: By: 'd/
Name:_ RALPH LITTLE Name: SI-J .RRYMLKE q?6R4rcJ E. Car -
Title: MANAGING MEMEBER Title: _DIRE FINANCE_ I r O s I ck e i2t
John Deere hereby consents to the terms of the foregoing transfer and assumption between Original
Lessee and New Lessee as of this day of 2007 (the "Effective Date ").
DEERE CREDIT, INC.
By:
Name: COLENE MILLER
Title: PRODUCT SERVICES REP
2
TRANSFER AND ASSUMPTION AGREEMENT
EXHIBIT A
Description of Lease Schedules, Equipment and Remaining Lease Payments
Description of Lease Schedule Equipment Description
Lease Schedule No. 020 - 0053467 -004 dated April 15, 2005
(to be reassigned as 020 - 0056191 -000)
'See Exhibit B
Lease Schedule No. 020 - 0053467 -005 dated April 15, 2005 'See Exhibit B
(to be reassigned as 020- 0056191 -001)
Remaining Lease Payments
Lease Schedule No. 020 - 0056191 -000
Lease Schedule No. 020 - 0056191 -001
No. of Lease Payments Remaining Amount of Each Lease Payment
8 payments as of 08/15/07
9 payments as of 07/15/07
3
$5,817.69
$2,013.69
EXHIBIT B
Description of Leased Equipment
Lease Schedule 020 - 0056191 -000
Qty.
Model
Description
Serial Number
1
3225C
JD MOWR
TC3225CO20218
1
3225C
JD MOWR
TC3225CO20204
2653A
JD MOWR
TC2653D131268
1
120011
JD RAKE
TC 1 2001-10 1 0 1 8 7
1
TURF
JD GATR
WOTURFD001326
1
777
ID MOWR
TC0777CO20272
1
G15
JD MOWR
TC7G15X010387
Lease Schedule 020 - 0056191 -001
Qty.
Model
Description
Serial Number
1
1
2500A
2500A
JD MOWR
JD MOWR
TC250AG030031
TC250AG030033
JOHN DEERE
CREDIT
December 7, 2007
John Deere Credit
6400 NW 86th Street, Johnston, IA 50131
Phone: (888) 777 -2560 Fax: (888) 777 -2561
E -mail: SlampfliJamesP @JohnDeere.com
James Stampfli
Account Manager
Golf & Turf Leasing
Dear Mr. Wilmering:
This letter is being written to serve as proof that at the time of closing, December 19th, 2006, there
were no defaults between Brookshire First Mortgage, LLC and John Deere Credit. At that time, all
accounts were current and in good standing.
Thank you.
Sincerely,
James Stampfli