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MASTER LESSOR ESTOPPEL CERTIFICATE
___________, 2024
To: Purchaser and Lessee (each as defined below)
Re: Leasehold interest in that certain real property located at 2300 E Spring Street, Signal Hill, California (the "Premises") pursuant to that certain Master Ground Lease dated as of December 21, 1993, between Velma M. Robinett, as Trustee of the Alda C. Jones Trust ("Master Lessor"), and the Redevelopment Agency of the City of Signal Hill, a public body corporate and politic, as assigned to the City of Signal Hill, a California charter municipality ("Sublessor"), as amended, assigned and/or modified by the documents described on Exhibit A attached hereto (as so amended, assigned and/or modified, the "Master Lease").
Ladies and Gentlemen:
Master Lessor acknowledges and agrees that Master Lessor has leased the Premises to Sublessor under the Master Lease, and that Sublessor has subleased the Premises to Signal Hill Properties, LLC, a Delaware limited liability company ("Original Lessee") under that certain Sublease Agreement dated as of September 21, 2002, as amended and/or assigned from time to time (the "Sublease"). Original Lessee has entered into that certain Asset Purchase Agreement dated December 22, 2023 ("APA"), whereby Original Lessee and Long Beach Eurocars, LLC, a Delaware limited liability company (the "Company"), have agreed to sell and/or transfer all or substantially all of the assets of Original Lessee and the Company, including the assignment of the Sublease and the sale of the improvements constructed on the Sublease property ("Improvements") (the "Transaction") to Aman S. Abraham, an individual, and such other persons or entities set forth in the APA or as assigned pursuant to the APA (collectively, the "Purchaser"). The rights to the assignment of the Sublease and the sale of the Improvements have been assigned to Addis Properties Long Beach LLC, a California limited liability company, which is included as a Purchaser. As part of the Transaction, Purchaser has agreed to acquire Original Lessee's interest in the Sublease, which will be assigned to Purchaser, and purchase the Improvements (in its capacity as successor lessee, "Lessee").
Original Lessee and the Company currently operate the Mercedes-Benz of Long Beach and Sprinter of Long Beach dealerships (collectively, the "Dealership") on the Premises. Upon completing the Transaction, Lessee will sublease the Premises and Improvements to Long Beach Eurocars Inc., a California corporation, as an authorized Mercedes-Benz dealership.
Lessee requests that pursuant to Section 20(b) of the Master Lease, Master Lessor execute this Master Lessor Estoppel Certificate in connection with the Transaction. Master Lessor understands that Purchaser and respective affiliates thereof will rely on Master Lessor's certifications set forth herein. In accordance with the foregoing, Master Lessor hereby provides as follows:
Master Lessor hereby certifies to Purchaser and Purchaser's respective affiliates, successors and assigns, that the following statements are true, correct and complete as of the date hereof:
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1. The Master Lease is unmodified, has not been assigned by Master Lessor and is presently in full force and effect and represents the entire agreement between Sublessor and Master Lessor with respect to the Premises, except as described on Exhibit A attached hereto.
2. The current expiration date of the Master Lease is December 31, 2055 (the "Expiration Date"). There are no options or rights to terminate the Master Lease earlier than the Expiration Date except as set forth in the Master Lease.
3. As of the date set forth above, the monthly rent for the Premises under the Master Lease is $ and has been paid through the month of
, and to the best of Master Lessor's knowledge, there are no offsets, deductions or other defenses claimed by Sublessor in connection with the payment of rent under the Master Lease.
4. Other than as set forth on Exhibit B attached hereto, neither Master Lessor nor, to the best of Master Lessor's knowledge, Sublessor, is in default under the Master Lease and, to the best of Master Lessor's knowledge, no event has occurred that with the giving of notice, the passage of time, or both, would constitute a default by either party under the Master Lease.
5. The undersigned representative of Master Lessor is duly authorized and qualified to execute this instrument on behalf of Master Lessor.
[Signature page follows]
4243572.1
This MASTER LESSOR ESTOPPEL CERTIFICATE is executed as of the date first set forth above.
MASTER LESSOR:
ALDA C. JONES TRUST
By:
Name:
Title:
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Exhibit A
1. First Amendment to Master Ground Lease dated May 7, 1996.
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Exhibit B
None.