LEASE AMENDMENT AND ASSIGNMENT AGREEMENT
This Lease Amendment and Assignment Agreement (hereinafter AGREEMENT)
is entered into this 18th day of September, 2002 by and between Xxxx Xxxxxxxxx
(hereinafter "LANDLORD") and The Health Express Grill, Inc.(hereinafter
"ASSIGNOR") and Roll-A-Round Real Roast Beef, Inc.(hereinafter "ASSIGNEE").
RECITALS
A. Landlord and Assignor are parties to a certain Lease Agreement dated
January 25, 1999 (the "Lease") for the premises located at 0000-X X. Xxxxxxxxxx
Xxxx., Xxxxxxx Xxxx, Xxxxxxx 00000 effective February 1, 1999,for the initial
lease term of five (5) years ending January 31, 2004, with three (3) three (3)
year options.
B. Assignor desires to assign to Assignee all of the
Assignor's right, title and interest as tenant in, to and under the
Lease, and Assignee desires to succeed to the interest of Assignor
and to assume the obligations of Assignor under the Lease;
NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt, sufficiency
and adequacy of which are hereby reciprocally acknowledged, Landlord, Assignor
and Assignee agree as follows:
1. Effective Date. The assignment in this Agreement shall take effect
on the date of the closing of the Agreement for Sale of Business Assets between
Assignor and Assignee (the "Effective Date"). Assignee shall give Landlord
notice that the Asset Purchase closing has been completed within forty eight
(48) hours after the closing.
2. Assignment by Assignor. As of the Effective Date and for the
remainder of the term of the Lease, Assignor hereby assigns and transfers all of
its right, title and interest as tenant in, to and under the Lease, to Assignee,
its successors and assigns, subject to the rent, terms, covenants and conditions
of the Lease. Landlord and Assignee agree that the initial lease term between
Landlord and Assignee shall be extended so as to terminate on January 31, 2007.
Assignee shall pay the sum of two hundred fifty dollars ($250.00) to Landlord as
an additional security deposit effective at the date of this Lease Amendment and
Assignment Agreement so that the Landlord will then be holding a security
deposit in the amount of four thousand five hundred dollars ($4,500.00).
Thereafter, Assignee shall have two (2) remaining renewal options of three years
each as set forth in the Lease. The first renewal option shall be for the period
of February 1, 2007 through January 31, 2010. The second renewal option shall be
for the period of February 1, 2010 through January 31, 2013.
3. Rent. Landlord and Assignee agree that base rent from the
Effective Date to January 31, 2003 shall be four thousand dollars
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($4,000.00) per month plus sales tax. Rent from February 1st, 2003 and each
month thereafter up to and including January 31, 2004 shall be four thousand two
hundred fifty dollars ($4,250.00) per month plus sales tax. Rent for the period
February 1, 2004 through January 31, 2007 shall be four thousand five hundred
dollars ($4,500.00) per month plus sales tax. In addition to base rent, Assignee
shall be responsible for its share of real estate taxes and insurance covering
the demised premises pursuant to Paragraph 31 of the Lease, which is currently
in the amount of nine hundred fifty dollars ($950.00) per month.
4. Security Deposit. Landlord acknowledges that he is holding the sum
of four thousand two hundred fifty dollars ($4,250.00) as a security deposit
which is hereby assigned to Assignee by Assignor. Assignee shall reimburse
Assignor for the Security Deposit at the closing of their transaction.
5. Assignee acknowledges that he has read and understands the
Lease and specifically acknowledges the lease provision pertaining
to parking.
6. Assignee represents to Landlord that Assignee's menu for the
business being conducted will be that consistent with an American style diner.
7. Assignor shall continue to guarantee the Lease through January 31,
2004. Thereafter, Assignor shall be released and relieved of all claims,
demands, actions, causes of action and liability under the terms of the original
lease dated January 25, 1999 between the Landlord and the Assignor.
8. Acceptance By Assignee. In further consideration of the above
assignment and the written consent of the Landlord, Assignee as of the Effective
Date, hereby assumes and agrees to make all the payments and perform all of the
covenants and conditions and agreements of the Lease, subject to the terms
herein, as if the Assignee were the original Tenant under the Lease.
9. All notices required under this Agreement shall be given
as follows:
As to Assignee: Roll-A-Round Real Roast Beef, Inc.
c/o Xxxxxxx Xxxxx
000-X X. Xxxxxxxxxx Xxxx.
Xxxxxxx Xxxx, Xxxxxxx 00000
As to Landlord: Xxxx Xxxxxxxxx
0000 00xx Xxxxxx
Xxx Xxxxxx Xxxxxxx, XX 00000
As to Assignor: The Health Express Grill, Inc.
c/o Xxxxxxx Xxxxx
0000 X. Xxxxxxxxx Xxxx. #000
Xxxxxxxxx Xxxxx, XX 00000
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10. In consideration of the promises made herein for the benefit of the
Landlord, Landlord hereby consents to the assignment and modification of Lease
as described herein.
11. By virtue of this assignment to Assignee, Roll-A-Round Roast Beef,
Inc., and in consideration of Landlord's approval and acceptance of the
Assignment and modification, Xxxxxxx Xxxxx (hereinafter "GUARANTOR") hereby
agrees to personally guarantee all payments and the performance of all covenants
and conditions under the Lease assigned herein through January 31, 2007.
Thereafter, Guarantor shall be released of the guaranty set forth herein.
12. Except as expressly modified herein, the original terms of the
Lease shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
have executed this Agreement on the day and year written beneath their
signatures.
LANDLORD: WITNESSES:
/s/Xxxx Xxxxxxxxx /s/
------------------ ----------------------
Xxxx Xxxxxxxxx
Date: 9/18/02 /s/
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ASSIGNOR:
The Health Express Grill, Inc.
BY:/s/ Xxxxxxx Xxxxx /s/
------------------ ----------------------
Xxxxxxx Xxxxx,
Chief Executive Officer
Date:9/23/02 /s/
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ASSIGNEE:
Roll-A-Round Roast Beef, Inc.
a Florida corporation
BY: Xxxxxxx Xxxxx /s/
---------------------- ----------------------
Xxxxxxx Xxxxx,President
Date: 9/23/02 /s/
----------------- ----------------------
GUARANTOR:
/s/Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
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