EXHIBIT 10.9
EXHIBIT "A"
ASSIGNMENT AND ASSUMPTION OF LEASE
THIS ASSIGNMENT AND ASSUMPTION OF LEASE ("Assignment") is made as of the
21st day of April , 1998, between ATLANTIS PLASTICS, INC., a Florida corporation
and the successor by merger to ATLANTIS GROUP, INC., a Delaware corporation
(hereinafter "Assignor") and TRIVEST II, INC., a Florida corporation
(hereinafter "Assignee").
WITNESSETH:
WHEREAS, Assignor is the lessee under the terms of that certain Standard
Office Lease dated December 30, 1993 by between SPP Real Estate (Grand Bay) Inc.
(successor in interest to Colony GBP Partners, L.P.), as Lessor ("Lessor") and
Atlantis Group, Inc., a Delaware corporation, as Lessee ("Lessee");
WHEREAS, the Lease is for certain premises located in GRAND BAY PLAZA at
0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx, 00000, more particularly
known as Suite 800 containing 13,138 rentable square feet (the "Premises").
WHEREAS, effective January 1, 1998 ("Effective Date") Assignor desires to
assign to Assignee its interest as lessee under the Lease and Assignee desires
to assume such interest;
NOW, THEREFORE, for good and valuable consideration, the parties agree as
follows:
1. PARAGRAPH 1. Effective January 1, 1998 Assignor herewith assigns over
to Assignee all of Assignor's leasehold estate in the Lease and all other right,
title, and interest of Assignor under or by virtue of the Lease, including but
not limited to any security deposit being held by Lessor pursuant to the Lease.
Assignor hereby agrees to indemnify and hold harmless Assignee against all loss,
liability, costs or expenses (including attorneys' fees and paralegals' fees,
whether at trial or on appeal) arising out of Assignor's failure to perform any
of the Lessee's obligations under the Lease arising prior to the Effective Date
of this Assignment.
1. PARAGRAPH 2. Assignor represents and warrants to Assignee that the rent
is current and has received no notice that any rent or other moneys are due the
Landlord as of this date.
2. PARAGRAPH 3. Assignor represents to Assignee that the Lease is in full
force and effect; that Assignor is the owner of all the lessee's interest in the
Lease, which interest is free and clear of liens and encumbrances of any person
claiming by, through, or under Assignor; and that Assignor has full power and
authority to make the present assignment.
3. PARAGRAPH 4. Assignee acknowledges receipt of a copy of the Lease and
effective as of the Effective Date. Assignee hereby assumes the obligations of
Assignor under the Lease and agrees to perform all of the Lessee's obligations
under the Lease, which shall occur or accrue commencing on or subsequent to the
Effective Date. Assignee agrees to indemnify and hold Assignor harmless against
all loss, liability, costs or expenses (including attorneys' fees and
paralegals's fees whether at trial or on appeal) as a result of Assignee's
failure to perform such obligations in accordance with the terms of the lease.
***Paragraphs 5 and 6 have been removed from the contract***
7. PARAGRAPH 7. Assignee agrees to pay any and all out-of-pocket expenses
incurred by Landlord in connection with this Assignment, including reasonable
attorneys' fees and expenses, no later than fifteen (15) days after written
request for payment of the same from Landlord.
8. PARAGRAPH 8. Assignor and Assignee each represent and warrant to the
other that they have not consulted, dealt or negotiated with any real estate
broker, salesman or agent other than N/A ("Broker") regarding this Assignment.
All commissions owed to Broker shall be paid by N/A . Each party agrees to
indemnify and hold harmless the other from and against any and all loss and
liability, including costs and reasonable attorneys' fees, arising out the
breach of any of its covenants, representations or warranties set forth in the
Paragraph 8.
IN WITNESS WHEREOF, the parties have set their hands and seals as of this
21st day of April , 1998.
WITNESSES: Assignor:
ATLANTIS PLASTICS, INC., a
Florida corporation
--------------------------------------
------------------------------- By:
Print Name: XXXXXXX X. XXXXXXXX -----------------------------------
Name: XXXXX X. XXXXX
-------------------------------
Print Name: XXXXX X. XXXXXXXX Title: VICE PRESIDENT
WITNESSES: Assignee:
TRIVEST II, INC. a Florida
corporation
--------------------------------------
------------------------------- By:
Print Name: XXXXXXX X. XXXXXXXX -----------------------------------
Name: B. XXX XXXXXXXX
-----------------------------
Print Name: XXXXX X. XXXXXXXX Title: VICE PRESIDENT
LANDLORD'S CONSENT
SPP Real Estate (Grand Bay) Inc., a Delaware corporation, successor in
interest to Colony GBP Partners, L.P. ("LANDLORD") hereby consents to that
certain Assignment and Assumption of Lease dated December 30, 1993, between
ATLANTIS PLASTICS, INC., a Florida corporation and the successor by merger to
ATLANTIS GROUP, INC., a Delaware corporation ("ASSIGNOR") and TRIVEST II, INC.,
a Florida corporation ("ASSIGNEE"), a copy which is attached to this Landlord's
Consent as EXHIBIT A (the "ASSIGNMENT"), subject to each of the following terms
and conditions:
1. Landlord hereby consents to the Assignment, including the assignment of
the Lease from Assignor to Assignee and to the assumption by Assignee of the
tenant's obligations and covenants under that certain Lease dated December 30,
1993, as may be further amended, executed between Landlord and Assignor
("Lease"), including, without limitation the obligation to pay rent, additional
rent and any other sums owed to Landlord under the Lease.
2. In no event shall this Landlord's Consent be construed as a release of
Assignor from any of the duties and obligations of the tenant under the Lease,
whether arising prior to or after the date of the assignment evidenced by the
Assignment, and Assignor is and shall remain fully liable under the Lease.
3. Nothing contained in this Landlord's consent shall be construed as a
waiver by Landlord of any of its rights to consent to any further assignment or
subletting of all or any portion of the Lease.
4. The Assignment constitutes the entire agreement between Assignor and
Assignee and there are and no other oral or written agreements between Assignor
and Assignee regarding the Lease or premises being assigned to Assignee under
the Assignment. No modification or amendment of the Assignment will be made
without the prior written consent of Landlord.
5. Assignee agrees to pay any and all out-of-pocket expenses incurred by
Landlord in connection with this Landlord's Consent, including reasonable
attorney's fees and expenses, no later than fifteen (15) days after written
request for payment of the same Landlord.
6. Assignor and Assignee each represent and warrant to Landlord that they
have not consulted, dealt or negotiate with any real estate broker, salesman or
agent other than N/A (the "BROKER") regarding the Assignment. All commissions
owed Broker shall be paid by N/A. Each of Assignor and Assignee agree to
indemnify and hold harmless Landlord from and against any and all loss and
liability, including costs and reasonable attorneys' fees, arising out of the
breach of any of their covenant, representations or warranties set forth in the
Paragraph 6.
IN WITNESS WHEREOF, Landlord has executed this Landlord's Consent as of
this 21st day of April , 1998.
WITNESSES: SPP REAL ESTATE (GRAND BAY), INC.
-------------------------- By:
Print Name: XXXXX LNACK -----------------------------------------
Name: XXXXX OSHWOOD
--------------------------
Print Name: A. BARTER Title: CEO
ACCEPTANCE BY ASSIGNOR AND ASSIGNEE
Assignor and Assignee, by executing this Landlord's Consent, agree to be
bound by all the terms and conditions contained in this Landlord's Consent.
WITNESSES: Assignor:
ATLANTIS PLASTICS, INC., a Florida
corporation
--------------------------------------------
---------------------------- By:
----------------------------------------
Print Name:
Name: XXXXX X. XXXXX
---------------------------
Print Name: Title: VICE PRESIDENT
---------------------------
WITNESSES: Assignee:
TRIVEST II, INC., a Florida corporation
--------------------------------------------
---------------------------- By:
----------------------------------------
Print Name:
Name: B. XXX XXXXXXXX
---------------------------
Print Name: Title: VICE PRESIDENT
---------------------------
