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NE -025, Grand Island, Hall County, Nebraska
<br />MEMORANDUM OF LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT
<br />This Memorandum of Lease Assignment and Assumption Agreement ( "Memorandum ")
<br />is made and entered into as of the 18th day of September, 2004, by and among
<br />CASTELLAMMARE ADVISORS, LLC, a Delaware limited liability company, as PCT (Post
<br />Confirmation Trust) Representative for the estate of Fleming Companies, Inc. and its former
<br />subsidiaries ( "Assignor ") and successor -in- interest to FLEMING COMPANIES, INC.,
<br />an Oklahoma corporation, FLEMING TRANSPORTATION SERVICE, INC., an Oklahoma
<br />corporation, PIGGLY WIGGLY COMPANY, an Oklahoma corporation, RFS MARKETING
<br />SERVICES, INC., an Oklahoma corporation, FLEMING INTERNATIONAL LTD., an
<br />Oklahoma corporation, FLEMING FOODS OF TEXAS L.P., an Oklahoma limited
<br />partnership, FLEMING FOODS MANAGEMENT CO., L.L.C., an Oklahoma limited liability
<br />company, ABCO FOOD GROUP, INC., a Nevada corporation, ABCO MARKETS, INC., an
<br />Arizona corporation, ABCO REALTY CORP., an Arizona corporation (collectively, "Filing
<br />Subsidiaries "), each having an address of 5701 N. Shartel, Oklahoma City, Oklahoma 73118,
<br />and AWG ACQUISITION, LLC, a Kansas limited liability company ( "Assignee "), with an
<br />address of 5000 Kansas Avenue, Kansas City, Kansas 66106, with reference to the following:
<br />RECITALS:
<br />A. Center Land Company, Inc. ( "Landlord "), as landlord, and Scrivner, Inc.
<br />( "Original Tenant "), as tenant, executed that certain Lease dated December 8, 1993, as
<br />amended (collectively, "Lease "), pursuant to which Landlord leased to Original Tenant and
<br />Original Tenant leased from Landlord that certain real property which is described in the Lease,
<br />commonly known as 1602 West 2nd Street, Grand Island, Hall County, Nebraska and as more
<br />particularly described on Exhibit A attached hereto and by this reference incorporated herein
<br />(the "Premises "). Assignor is the successor -in- interest to the Original Tenant pursuant to
<br />various mesne assignments and/or transfers.
<br />B. Pursuant to that certain Lease Assignment and Assumption Agreement dated as of
<br />September 18, 2004, Assignor assigned the Lease to Assignee, and Assignee accepted the
<br />assignment of the Lease from the Assignor.
<br />C: \WP61 \ROCS\ACQUISIT'\I ING\2003\ SE- ASGN\NE -025.wpd
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<br />Caroline Alderson White,
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<br />RETURN BY: MAIL (X) PICK UP ()
<br />200409801
<br />NE -025, Grand Island, Hall County, Nebraska
<br />MEMORANDUM OF LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT
<br />This Memorandum of Lease Assignment and Assumption Agreement ( "Memorandum ")
<br />is made and entered into as of the 18th day of September, 2004, by and among
<br />CASTELLAMMARE ADVISORS, LLC, a Delaware limited liability company, as PCT (Post
<br />Confirmation Trust) Representative for the estate of Fleming Companies, Inc. and its former
<br />subsidiaries ( "Assignor ") and successor -in- interest to FLEMING COMPANIES, INC.,
<br />an Oklahoma corporation, FLEMING TRANSPORTATION SERVICE, INC., an Oklahoma
<br />corporation, PIGGLY WIGGLY COMPANY, an Oklahoma corporation, RFS MARKETING
<br />SERVICES, INC., an Oklahoma corporation, FLEMING INTERNATIONAL LTD., an
<br />Oklahoma corporation, FLEMING FOODS OF TEXAS L.P., an Oklahoma limited
<br />partnership, FLEMING FOODS MANAGEMENT CO., L.L.C., an Oklahoma limited liability
<br />company, ABCO FOOD GROUP, INC., a Nevada corporation, ABCO MARKETS, INC., an
<br />Arizona corporation, ABCO REALTY CORP., an Arizona corporation (collectively, "Filing
<br />Subsidiaries "), each having an address of 5701 N. Shartel, Oklahoma City, Oklahoma 73118,
<br />and AWG ACQUISITION, LLC, a Kansas limited liability company ( "Assignee "), with an
<br />address of 5000 Kansas Avenue, Kansas City, Kansas 66106, with reference to the following:
<br />RECITALS:
<br />A. Center Land Company, Inc. ( "Landlord "), as landlord, and Scrivner, Inc.
<br />( "Original Tenant "), as tenant, executed that certain Lease dated December 8, 1993, as
<br />amended (collectively, "Lease "), pursuant to which Landlord leased to Original Tenant and
<br />Original Tenant leased from Landlord that certain real property which is described in the Lease,
<br />commonly known as 1602 West 2nd Street, Grand Island, Hall County, Nebraska and as more
<br />particularly described on Exhibit A attached hereto and by this reference incorporated herein
<br />(the "Premises "). Assignor is the successor -in- interest to the Original Tenant pursuant to
<br />various mesne assignments and/or transfers.
<br />B. Pursuant to that certain Lease Assignment and Assumption Agreement dated as of
<br />September 18, 2004, Assignor assigned the Lease to Assignee, and Assignee accepted the
<br />assignment of the Lease from the Assignor.
<br />C: \WP61 \ROCS\ACQUISIT'\I ING\2003\ SE- ASGN\NE -025.wpd
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