EXHIBIT 10.13
ASSIGNMENT, ASSUMPTION
AND CONSENT AGREEMENT
This Assignment, Assumption and Consent Agreement {"Agreement") is made
with respect to that certain Sublease dated April 3, 1996 ("Sublease") between
KLP PROPERTIES, INC., a California corporation, as "Sublandlord" and FAULTLINE
BREWING COMPANY, INC., a California corporation, as "Subtenant", for the
Sublease for that certain space (the "Premises") located at 0000 Xxxxxxx Xxxxxx,
Xxxxxx Xxxxx, Contra Costa County, California. Terms with initial capitals not
defined in this Agreement shall have the meanings given them in the Sublease.
The Sublease is a sublease of all of the space leased under that certain
Lease dated December 28, 1995 (the "Master Lease") between Xxxxx Xxxxxxx and The
"Xxxxx And Xxxxx Xxxx Xxxxx Trust" U/A/D December 12, 1984, as to The Survivor's
Trust, dba XXXXXXX/XXXXX PARTNERSHIP, as landlord ("Master Landlord") and
Sublandlord as tenant.
Subtenant now intends to assign all of its rights, title and interest
under the Sublease, including its interest in a security deposit of $16,000 (the
"Security Deposit"), to Pyramid Breweries, Inc., a Washington corporation
("Assignee"). The effective date of such assignment shall be October 29, 2001
(the "Effective Date").
In consideration of the mutual promises contained herein and other good
and valuable consideration, the parties now agree:
1. Assignment. Subtenant hereby transfers and assigns to Assignee all of
Subtenant's right, title and interest in and to the Sublease, together with the
Security Deposit and all rights to extend the term of the Sublease.
2. Assumption. Assignee hereby assumes the performance of all the
obligations of the Subtenant accruing from and after the Effective Date and
agrees to pay all Minimum Rent, Percentage Rent, and other charges accruing
thereafter until termination of the Sublease.
3. Release. Sublandlord hereby releases and discharges Subtenant and all
obligations of guarantors of Subtenant's obligations under the Sublease
(including, but not limited to, all obligations pursuant to that certain
Guarantee Agreement dated April 9, 1996, executed by Xxxxxx X. Xxxxxxxx and Xxxx
X. Xxxxxxxx, guarantors) from any and all obligations under the Sublease first
accruing after the Effective Date.
4. Payment. Subtenant represents that it has paid to Sublandlord all
monies due and owing pursuant to the provisions of the Sublease for any period
prior to the Effective Date and agrees to hold Assignee harmless from any and
all claims made by Sublandlord for amounts accrued under the Sublease prior to
the Effective Date of this assignment. Assignee shall hold Subtenant harmless
from any and all claims made by Sublandlord for amounts accrued under the
Sublease after the Effective Date.
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5. Consents. The effectiveness of this Agreement is expressly
conditioned upon (i) the execution by Sublandlord of the Consent and Estoppel
Agreement attached hereto as Exhibit A; and (ii) the execution by Master
Landlord of the Consent, Recognition and Estoppel Agreement attached hereto as
Exhibit B.
6. Condition of Premises. Assignee represents that it has inspected the
Premises and accepts the Premises in its "AS-IS" and "WHERE-IS" condition with
all faults. Assignee further acknowledges that it has performed its own
independent investigation concerning all requirements by local, state and
federal governmental entities regarding the proposed use of the Premises by
Assignee.
Dated this 26th day of October, 2001.
SUBTENANT: FAULTLINE BREWING COMPANY, INC. a
California corporation
By: /s/ XXXXXX XXXXXXXX
-----------------------------------------
Its: President
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SUBLANDLORD: KLP PROPERTIES, INC., a California
corporation
By: /s/ XXXX XXXXXXXXX
-----------------------------------------
Its: President
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ASSIGNEE: PYRAMID BREWERIES, INC. a Washington
corporation
By: /s/ R. XXXXXX XXXXX
-----------------------------------------
Its: Chairman & President
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