ASSIGNMENT AND ASSUMPTION OF LEASE
THIS ASSIGNMENT AND ASSUMPTION, made as of the 3rd day of May, 2000, by and
between Aura Ceramics, Inc., a Delaware corporation (the "Assignor"), and Alpha
Ceramics, Inc., a Minnesota corporation (the "Assignee").
WITNESSETH:
WHEREAS, Winnetka Properties, L.L.C. ("Landlord") and Aura Ceramics, Inc., a
Minnesota corporation ("Aura"), as tenant, made and entered into that certain
Amended and Restated Lease Agreement dated October 1, 1997 (the "Lease")
relating to those certain premises located at 0000 Xxxxxxxx Xxxxxx Xxxxx xx Xxx
Xxxx, Xxxxxxxxx, as more particularly described in the Lease (the "Premises");
and
WHEREAS, Assignor and Assignee have entered into that certain Asset Purchase
Agreement dated as of February 29, 2000 (the "Purchase Agreement") pursuant to
which, among other things, Assignor has agreed to transfer to Assignee all of
its rights, title and interest under and pursuant to the Lease, and Assignee has
agreed to assume and agree to pay and perform all of Assignor's duties and
obligations under the Lease.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Effective as of the date hereof, Assignor hereby sells, transfers and assigns
to Assignee all of Assignor's right, title and interest in and to the Lease, but
specifically excluding any ancillary agreements by and between Landlord and
Assignor relating to the Premises or otherwise.
2. Effective as of the date hereof, Assignee hereby assumes and agrees to
perform, for the benefit of Assignor, all of the obligations and duties of
Assignor under and pursuant to the Lease, but specifically excluding any
ancillary agreements by and between the Landlord and the Assignor relating to
the Premises or otherwise.
3. Assignor represents and warrants to Assignee that Assignor is not in default
under the Lease and that Assignor knows of no existing or uncured defaults by
Landlord under the Lease.
4. This instrument may be executed in counterparts, each of which shall be
deemed an original and all of which together shall be deemed one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have caused this Assignment and Assumption
to be executed and delivered as of the day and year first above written.
ASSIGNOR: ASSIGNEE:
AURA CERAMICS, INC. ALPHA CERAMICS, INC.
By:_______________________________ By:________________________________
Its:____________________________ Xxxxx X. Xxxxxx
Its: President
By:_______________________________
Its:____________________________
