EXHIBIT 6
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ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT
KNOW ALL MEN BY THESE PRESENTS, that as of the Effective Date, as
hereinafter defined, Hotels of Distinction, Inc., a Florida corporation
(hereinafter called "Assignor"), for valuable consideration paid to it by the
hereinafter named Assignee, receipt of which is hereby acknowledged, hereby
assigns and transfers to Xxxx Xxxxxxx (hereinafter referred to as "Assignee"),
all of Assignor's right, title and interest in, to and by virtue of that certain
Lease Agreement dated April 17, 1992, by and between Xxxx Xxxxxxx, Trustee, as
Lessor (the "Lessor") and Assignor as Lessee (the "Lease"), which Lease has been
amended pursuant to that certain Amendment to Lease Agreement dated April 8,
1997, by and between Lessor and Assignor (the "Lease Amendment"). A true and
correct copy of the Lease and Lease Amendment is attached hereto as Exhibits
"A-1" through "A-17" and incorporated herein by reference.
TO HAVE AND TO HOLD the same unto Assignee from the Effective Date for
the remainder of the term of the Lease, together with such rights as Assignor
may have therein, subject to all of the terms, conditions, rents and covenants
therein contained.
By joining herein, Assignee accepts assignment of the Lease and assumes
the obligations accruing on or after the Effective Date imposed by the Lease
upon the Lessee therein and imposed by this Assignment upon Assignee, and
Assignee further covenants and agrees to make all payments and to keep and
perform all conditions and covenants of the Lease and this Assignment to be kept
and performed by the Lessee therein and Assignee herein accruing on or after the
Effective Date.
Assignee expressly acknowledges that the Lease requires that Lessor
consent to any assignment and that such consent has not been obtained prior to
the execution of this Assignment and Assumption of Lease Agreement. Assignee
agrees that this assignment is binding between Assignor and Assignee
irrespective of the fact that Lessor failed to consent. Assignee shall have the
right to send a notice of termination letter to Lessor terminating the Lease at
the expiration of the term, being April 30, 1999, and intends to so notify
Lessor immediately following the execution hereof.
Assignee hereby agrees to indemnify and hold Assignor harmless of and
from any and all claims, liabilities, obligations, costs and expenses of any
nature whatsoever, including, without limitation, reasonable attorneys' fees,
arising out of (i) any default on the part of Assignee under the Lease from and
after the Effective Date; (ii) the use and occupancy of the premises which are
the subject of the Lease from and after the Effective Date; (iii) all rentals
and other monetary charges under the Lease from and after the Effective Date;
(iv) any claims, damages, or other remedies sought or invoked by Lessor as a
result of the failure of either Assignor or Assignee to obtain Lessor's consent
to this assignment; and (v) any claims for damages or expenses incurred by
Assignee as a result of Assignor's termination of the Lease.
Executed and effective June 26, 1998, in two original counterparts, each
of which shall be deemed an original.
ASSIGNOR:
HOTELS OF DISTINCTION, INC.
a Florida corporation
By: /s/ Xxxxxx X. XxXxxx
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Xxxxxx X. XxXxxx, President
ASSIGNEE:
/s/ Xxxx Xxxxxxx
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XXXX XXXXXXX
