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EXHIBIT 10.61
ASSIGNMENT AND ASSUMPTION OF LEASE
This Assignment and Assumption of Lease (this "Assignment") is entered
by Americus-Sumter Payroll Development Authority ("Landlord"), NBF, Inc., a
Georgia corporation ("Assignor"), and Plains Products, Inc., a Georgia
corporation ("Assignee").
WITNESSETH:
WHEREAS, pursuant to that certain Lease (the "Lease"), dated December
21, 1990, as subsequently amended, between Landlord, as landlord, and N.B.F.,
Inc. (A Florida corporation) and R. Xxxxx Xxxx, as tenant ("N.B.F./Rich"),
Landlord leased to N.B.F./Rich certain real property and the improvements
located thereon at Xxxxx Xxxxxx, Xxxx Xxxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx,
00000, as more particularly described on EXHIBIT A hereto;
WHEREAS, pursuant to that certain Assignment and Assumption of Lease
dated effective May 1, 1994 and recorded at Book 385, Pages 90-92, N.B.F./Rich
assigned the Lease to Assignor herein and Landlord consented to such
assignment; and
WHEREAS, Assignor desires to assign to Assignee all of the Assignor's
right, title, interest in and obligations under the Lease, including but not
limited to the obligation to purchase the real property as more particularly
described therein, and Assignee desires to acquire all of Assignor's right,
title and interest in and to the Lease, and to assume all of Assignor's rights,
duties and obligations thereunder; and
WHEREAS, Landlord consents to such assignment and assumption upon the
terms and conditions described herein;
NOW, THEREFORE, for and in consideration of the mutual obligations set
forth in this Assignment and the Lease and other good and valuable
consideration, the receipt and sufficiency of which are herby acknowledged, the
parties hereby agree as follows:
1. As of the Effective Date (as defined below), Assignor hereby
assigns, transfers, sets over, conveys and delivers to Assignee all of its
right, title and interest in the Lease and delegates all of its duties and
obligations in and to and/or created under the Lease.
2. Assignee hereby accepts this Assignment and, from and after the
Effective Date (as defined below) Assignee assumes the Lease, and agrees to
perform and be bound as tenant (as if Assignee had executed the Lease as
Tenant), as a direct obligation to the Landlord thereunder, and shall comply
with all of the terms, covenants, and conditions thereof.
3. Landlord consents to this assignment and the assumption by Assignee
of the obligations under the Lease, as of the Effective
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Date (as defined below), and Landlord releases Assignor from such obligations as
of the Effective Date (as defined below).
4. Landlord further releases R. Xxxxx Xxxx from that certain Personal
Guaranty dated May 10, 1994 from R. Xxxxx Xxxx to Landlord and cancels such
guaranty.
5. Landlord and Assignor agree that: (1) the Lease is legal, valid,
binding, enforceable, and in full force and effect, (2) no event has occurred
which, with notice or lapse of time, would constitute a breach or default or
permit termination, modification, or acceleration thereunder, and (3) there are
no disputes, oral agreements, or forbearance programs in effect as to the Lease;
6. This Assignment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.
7. This Assignment may be executed in counterparts, and when
together, such executed original counterparts shall constitute but one original
hereof.
The parties sign this Assignment and Assumption of Lease on the dates set forth
with the name of each, but the assignment is to be effective as of September
20, 1997 (the "Effective Date").
ASSIGNOR:
NBF, INC.
/s/ XXX XXXXXXXXX
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By: Xxx Xxxxxxxxx
Its President
ASSIGNEE:
PLAINS PRODUCTS, INC.
By: /S/ XXXXX XXXXXXXX
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Name: Xxxxx Xxxxxxxx, President
P. O. Xxx 000
Xxxxxx, Xxxxxxx, 00000
LANDLORD:
AMERICUS-SUMTER PAYROLL
DEVELOPMENT AUTHORITY
BY: /S/ W. XXXXX XXXX
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NAME: W. XXXXX XXXX
TITLE: CHAIRMAN
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STATE OF TEXAS )
COUNTY OF TARRANT )
This instrument was acknowledged before me on _______________, 1997 by
Xxx Xxxxxxxxx, president of NBF, Inc., a Georgia corporation, on behalf of said
corporation.
/s/ XXXXXX X. XXXXX
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Title: Executive Assistant
My Commission expires: 6/3/2000
STATE OF GEORGIA )
COUNTY OF _________ )
This instrument was acknowledged before me on November 10, 1997 by
Xxxxx Xxxxxxxx, president of Plains Products, Inc., a Georgia corporation, on
behalf of said corporation.
/s/
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STATE OF GEORGIA ) Title: Notary Public
My Commission expires: 6/9/2000
COUNTY OF SUMTER )
This instrument was acknowledged before me on October 14, 1997 by W.
Xxxxx Xxxx, Chairman of Americus Sumter Payroll Development Authority, a
Georgia corporation, on behalf of said corporation.
/s/
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Title: Notary Public
My Commission expires: 8/19/1999
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EXHIBIT A
DESCRIPTION OF REAL PROPERTY
The building, land and related improvements located on a parcel of
land in the City of Americus, Sumter County, Georgia on the west side of Xxxxx
Avenue Extension and owned by the Americus-Sumter Payroll Development
Authority, and all easements related thereto, as more particularly described in
a lease dated December 21, 1990, as subsequently amended, and entered into by
Americus-Sumter Payroll Development Authority as landlord and N.B.F., Inc., a
Florida corporation, as tenant.
