Exhibit 10(x)
STATE OF ALABAMA )
COUNTY OF ___________ )
ASSIGNMENT AND ASSUMPTION OF SUBLEASE AGREEMENT
AND
CONSENT BY SUBLESSOR
THIS AGREEMENT is dated as of December ____, 1996 and entered into by and among;
("Assignor"): Cavalier Homes of Alabama, Inc.,
an Alabama corporation
X.X. Xxx 000
Xxxxxxx, Xxxxxxx 00000
("Assignee"): Cavalier Homes, Inc.,
a Delaware corporation
X.X. Xxx 000
Xxxxxxx, Xxxxxxx 00000
("Sublessor"): Winston County Industrial
Development Association,
an Alabama general partnership
x/x Xxxxx Xxxxxxxx
X.X. Xxx 000
Xxxxxxx, Xxxxxxx 00000
for the purpose of assigning from Assignor to Assignee, subject to the consent
of Sublessor, a Commercial Sub-Lease Agreement dated March 5, 1993, between
Winston County Industrial Development Association, as Sublessor, and Cavalier
Homes of Alabama, Inc., as Tenant ( the "Sublease").
R E C I T A L S:
A. Sublessor is the lessee under a lease agreement with option
to purchase (the "Prime Lease") with the Industrial Development Board of the
Town of Addison pursuant to an industrial revenue bond issue with respect to the
Leased Premises described in Exhibit A.
B. Sublessor subleased the Leased Premises to
Assignor pursuant to the terms of the Sublease, including the option to
purchase the Leased Premises.
C. Assignor desires to assign unto Assignee all its right,
title and interest in and to the leasehold estate created under the Sublease,
including the option to purchase, and Assignee desires to accept such assignment
and to assume all obligations under the Sublease arising after the effective
date of the assignment.
D. Section 28 of the Sublease provides that the leasehold
estate may not be assigned without the prior written consent of the Sublessor,
which shall not be unreasonably withheld, and Sublessor desires to consent to
such assignment.
NOW THEREFORE, in consideration of the premises and the
covenants and agreements hereinafter undertaken, and for other good and valuable
consideration, receipt of which is hereby acknowledged by the parties, the
parties agree as follows:
1. Effective Date. This assignment shall become effective
on December ______, 1996 (the "Effective Date").
2. Assignment of Leasehold. Assignor does hereby transfer,
sell, convey and assign unto Assignee all of Assignor's right, title and
interest in and to the leasehold estate created under the Lease, including the
option to purchase specifically set forth in said Sublease and all other
provisions thereof.
3. Acceptance and Assumption. Assignee hereby accepts the
foregoing transfer and assignment of the leasehold estate as provided in Section
2 above, and specifically assumes and agrees to perform and observe each and
every term and condition to be performed or observed by Tenant pursuant to the
terms and provisions of the Sublease effective as of the Effective Date;
provided, however, that Assignee shall have no responsibility whatever for any
obligations of Assignor under the Sublease which shall have accrued prior to the
Effective Date.
4. Representations of Assignor. Assignor hereby
represents and warrants unto Assignee that:
(a) the Sublease is in full force and effect and Assignor
is not in default thereunder;
(b) Assignor is the Tenant under the Sublease and has
full authority to enter into this Agreement; and
(c) Assignor shall observe all conditions and shall perform
all obligations to be observed and performed on the part of the Tenant under the
Sublease through the Effective Date of this Agreement.
5. Acknowledgement by Assignee. Assignee hereby acknowledges
(a) that it has reviewed the Sublease prior to the execution
of this Agreement, and agrees to be bound as Tenant under the terms, conditions,
covenants and obligations as set forth in the Sublease from and after the
Effective Date; and
(b) that it has examined the Lease Premises and that neither
Assignor nor Sublessor has made any warranties, covenants or representations
with respect to the condition of the Leased Premises.
6. Consent of Sublessor. Sublessor does hereby expressly
consent to the assignment of the leasehold estate created under the Sublease by
Assignor unto Assignee, on the express condition that Assignee shall execute
this Agreement whereby it shall assume all obligations of Assignor under the
Lease from and after the Effective Date. Sublessor understands that Assignee,
Cavalier Homes, Inc., is a Delaware corporation and based upon such
representation, does hereby agree that, effective simultaneously with the
Assignor's assignment and Assignee's assumption of the Sublease, Assignee shall
be substituted for Assignor as Tenant under the Sublease and Assignor shall be
released from all liability under the Sublease from and after the Effective Date
and Assignor thereafter shall not be regarded as a party to the Lease for any
purpose whatsoever.
7. Surrender of Premises. As of the Effective Date,
Assignor shall surrender to Assignee the premises in good, broom-clean
condition, wear and tear excepted, and shall surrender all keys for the
premises to the Assignee.
8. Notices. Section 34 of the Sublease is hereby amended
to provide that any notice to be given to Tenant shall be delivered as follows:
Cavalier Homes, Inc.
X.X. Xxx 000
Xxxxxxx, Xxxxxxx 00000
9. Miscellaneous. All the terms and conditions of the Sublease
shall remain and continue in full force and effect, including the option to
purchase. In case of any inconsistency between the Sublease and this Agreement,
this Agreement shall govern and control. This Agreement may be amended, modified
or cancelled only be an instrument in writing signed by all parties hereto. This
Agreement may be executed in any number of counterparts, each of which, when so
executed, shall be deemed to be an original.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and date first written above.
ASSIGNOR:
CAVALIER HOMES OF ALABAMA, INC.,
an Alabama Corporation
By:
Its:
ASSIGNEE:
CAVALIER HOMES, INC.,
a Delaware corporation
By:
Its:
SUBLESSOR:
WINSTON COUNTY INDUSTRIAL
DEVELOPMENT ASSOCIATION
-------------------------------
Witness By Xxxxx X. Xxxxxxxx
Its Partner
STATE OF ALABAMA )
____________ COUNTY )
I, the undersigned authority, a Notary Public in and for said County, in said
State, hereby certify that _______________, whose name as ______________ of
Cavalier Homes of Alabama, Inc., an Alabama corporation, is signed to the
foregoing instrument and who is known to me, acknowledged before me on this day
that, being informed of the contents of the foregoing instrument, he, in his
capacity as such officer and with full authority, executed the same voluntarily
for and as the act of said corporation on the day the same bears date.
Given under my hand this ______ day of _________________________________, 1996.
Notary Public
My Commission Expires: _____________
STATE OF ALABAMA )
____________ COUNTY )
I, the undersigned authority, a Notary Public in and for said County, in said
State, hereby certify that _______________, whose name as ______________ of
Cavalier Homes, Inc., a Delaware corporation, is signed to the foregoing
instrument and who is known to me, acknowledged before me on this day that,
being informed of the contents of the foregoing instrument, he, in his capacity
as such officer and with full authority, executed the same voluntarily for and
as the act of said corporation on the day the same bears date.
Given under my hand this ______ day of _________________________________, 1996.
Notary Public
My Commission Expires: _____________
STATE OF ALABAMA )
____________ COUNTY )
I, the undersigned authority, a Notary Public in and for said County, in said
State, hereby certify that Xxxxx X. Xxxxxxxx, whose name as partner of Winston
County Industrial Development Association, an Alabama general partnership, is
signed to the foregoing instrument and who is known to me, acknowledged before
me on this day that, being informed of the contents of the foregoing instrument,
he, in his capacity as such partner and with full authority, executed the same
voluntarily for and as the act of said corporation on the day the same bears
date.
Given under my hand this ______ day of _________________________________, 1996.
Notary Public
My Commission Expires: _____________
