Exhibit 10.4.2
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ASSIGNMENT
(Real Property Lease)
THIS ASSIGNMENT, made as of August 8, 1997, by Putter Properties, Inc., a
Delaware corporation ("Putter") and Callaway Acquisition, a California
corporation ("Buyer") provides:
RECITALS
Odyssey Sports, Inc., a California corporation ("Seller"), among others,
has entered into an Asset Purchase Agreement dated July 20, 1997 (the "Purchase
Agreement") pursuant to which Seller has agreed to sell certain assets to
Callaway Golf Company, a California corporation ("Callaway Golf"), and Callaway
Golf has agreed to purchase from Seller such assets. Pursuant to subsection
10.10 of the Purchase Agreement, Callaway Golf has assigned the Purchase
Agreement to Buyer, its wholly owned subsidiary. Putter and Techplex, L.P., a
California limited partnership ("Lessor") entered into that certain Standard
Industrial/Commercial Single-Tenant Lease-Net dated December 20, 1996, including
an Addendum to Lease attached thereto, whereby Lessor leased to Putter certain
real property, including all buildings and permanent improvements thereon (the
"Premises"), commonly known as 0000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx, for
general office, research, development, manufacturing and any other legally
permitted use (the "Lease"). Putter now desires to assign the Lease to Buyer
and Buyer desires to accept the assignment of the Lease.
NOW THEREFORE, in consideration of the above premises and for other good
and valuable consideration the receipt and sufficiency of which are hereby
acknowledged Putter assigns and transfers to Buyer all of Putter's right, title,
and interest in and to the Lease, a copy of which (including all amendments
thereto) is attached to the assignment as Exhibit A, and Buyer agrees to and
does accept the assignment. Buyer expressly assumes and agrees to keep,
perform, and fulfill by Putter as Lessee under the Lease, including the making
of all payments due to Lessor under the Lease when due and payable.
Putter and Buyer agree to execute and deliver, or cause to be executed and
delivered, and to do or make or cause to be done or made, any and all
instruments, papers, acts or things, supplemental, confirmatory or otherwise, as
reasonably may be required by the other party for the purposes of perfecting and
completing the transfer and conveyance to Buyer of the Lease.
IN WITNESS WHEREOF, Putter and Buyer have each caused this Assignment to be
executed and delivered in a manner sufficient to bind it, as of the day and year
first above written.
PUTTER PROPERTIES, INC., CALLAWAY ACQUISITION,
a Delaware corporation a California corporation
By: /s/ XXXXXX X. XXXXXXX By: /s/ XXXXXX X. XXX
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Name: Xxxxxx X. XxxXxxx Name: Xxxxxx X. Xxx
Title: Vice President Title: President and CEO
