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EXHIBIT 10.32
AGREEMENT FOR ASSIGNMENT AND ASSUMPTION OF LEASE
AND CONSENTS OF GUARANTOR AND LANDLORD THERETO
I. ASSIGNMENT AND ASSUMPTION OF LEASE
WHEREAS, TELESERVICES INTERNET GROUP INC., a Florida corporation, with
its principal office located at 000 0xx Xxxxxx Xxxxx, Xxxxx 0000, Xx.
Xxxxxxxxxx, XX 00000, ("ASSIGNOR") is the corporate successor to VISITORS
SERVICES INTERNATIONAL CORP. ("VSI"), a Florida corporation, and an additional
tenant by amendment under that certain lease dated on or about July 13, 1995, by
and between CITY CENTER ASSOCIATES, LTD., a Florida limited partnership, as
Landlord, ("LANDLORD") and as VSI as tenant (the "LEASE"), a copy of which Lease
and any and amendments, addenda or supplements to such Lease are attached hereto
as Exhibit "A" and by this reference made a part of this Agreement; and
WHEREAS, Pursuant to that certain Rescission/Reacquisition Settlement
Agreement dated of even date herewith, (the "Settlement Agreement") by and
between Assignor and THE AFFINITY GROUP, INC., a Florida corporation, with its
principal office located at 000 0xx Xxxxxx Xxxxx, Xxxxx 0000, Xx. Xxxxxxxxxx, XX
00000, ("ASSIGNEE"), Assignor agreed to transfer and assign to Assignee, and
Assignee agreed to accept same from Assignor, Assignor desires to assign all of
its right, title and interest as the tenant under the Lease to Assignee and
Assignee, in consideration of said assignment, desires to accept the said
assignment and to assume all the obligations of Assignor arising under the Lease
on and after this date.
NOW, THEREFORE, in consideration of the premises, which shall be deemed
an integral part of this Assignment and Assumption of Lease and not as mere
recitals hereto, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Assignor and Assignee agree as
follows:
1. Assignment. Subject to the written consent of Lessor, Assignor
hereby delivers possession of the Premises as described in the Lease to Assignee
and assigns, transfers and sets over unto Assignee, its successors and assigns
all of Assignor's right, title and interest in and to the Lease, to have and to
hold the same unto Assignee, its successors and assigns for the balance of the
term of the Lease from this date until the expiration of the term, subject to
the payment of the rent and the performance and observance of the covenants,
conditions, provisions and stipulations in the Lease reserved and contained
therein and henceforth on the part of Assignee, its successors and assigns to be
paid, performed and observed; provided, however, that Assignor reserves the
right to use and occupy for the balance of the current term of the Lease that
portion of the Premises consisting of the office presently used and occupied by
Assignor's Secretary, Xxxx Xxxxx, and up to 120 square feet of additional space
within the Premises for storage of Assignee's books and records, the location of
which is to be chosen by Assignee.
2. Assumption. Assignee hereby assumes all of the obligations of
Assignor under the Lease and agrees to indemnify and hold Assignor harmless of
and from any claims or damages resulting from Assignee's failure to comply with
all of the terms and conditions of the Lease from and after the date hereof.
3. Contractual Landlord's Lien Reinstated. As inducement and further
consideration for Landlord's written consent provided below, Assignee and
Assignor hereby grant Landlord a Contractual Landlord's Lien according to the
terms of Paragraph 20 of the Lease. Notwithstanding that Paragraph 20 was
originally stricken from the Lease as executed by Landlord and VSI, Assignee and
Assignor hereby expressly agree to the reinstatement of that Paragraph in its
entirety, and to be jointly and severally bound by the duties and obligations
thereunder.
Assignment and Assumption of Lease
TeleServices Internet Group Inc. --- Assignor
The Affinity Group, Inc. --- Assignee
February ___, 2001
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IN WITNESS WHEREOF, this Assignment and Assumption of Lease has been
duly executed by the parties hereto on the 1st day of March 2001.
WITNESSES: TELESERVICES INTERNET GROUP INC.
/s/ Xxxxx Xxxxxxxxx By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, Secretary
/s/ Witness "ASSIGNOR"
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THE AFFINITY GROUP, INC.
/s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, President
/s/ Witness "ASSIGNEE"
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III. CONSENT OF LANDLORD
In consideration of the foregoing Assignment and Assumption of Lease
and Consent of Guarator, which shall be deemed an integral part of this Consent
and not as mere recitals hereto, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged by Landlord, the
undersigned Landlord, for itself and for its successors and assigns, hereby
consents to the foregoing assignment of the Lease by the Assignor to the
Assignee and represents and warrants to the Assignee that the Lease is in good
standing and that there all no uncured defaults or breaches of the Lease by
Landlord, Assignor or anyone else.
CITY CENTER ASSOCIATES, LTD.,
a Florida limited partnership
By its General Partner:
XXXXX CITY CENTER CORP.,
a Delaware corporation
By:
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Xxxxxxx X. Xxxxxxx, Executive
Vice President
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Assignment and Assumption of Lease
TeleServices Internet Group Inc. --- Assignor
The Affinity Group, Inc. --- Assignee
February ___, 2001
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