LEASE ASSIGNMENT & ASSUMPTION AGREEMENT
---------------------------------------
WHEREAS, by Lease Agreement Bloomfield Xxxxxxxx Avenue Associates
Limited Partnership, (the "LANDLORD"), leased to Xxxxxxx Capital, L.L.C., (the
"TENANT") dated June 21, 2000 (the "LEASE"), a Demised Premises known as Suite
Number 130, located in the Pinehurst Office Complex in Bloomfield Hills,
Michigan, situated on a parcel of real property more particularly described on
Exhibit "A" to the Lease, for a term commencing July 1, 2000 and terminating
June 30, 2007 (capitalized terms used herein and not otherwise defined shall
have the meaning assigned to such term in the Lease); and
WHEREAS, by Lease Assignment & Assumption Agreement Tenant assigned its
interest under the Lease to Heartland Industrial Group, L.L.C., (the
"ASSIGNOR"), and Assignor agreed to assume the duty of Tenant under such Lease;
WHEREAS, Assignor desires to assign its interest as Tenant under the
Lease to TriMas Company LLC, a Delaware limited liability company, (the
"ASSIGNEE"), and Assignee agrees to such Assignment and to assume the duty of
Tenant under such Lease:
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, and in consideration of the
premises, the parties agree as follows:
1.
Assignor does hereby sell, assign and transfer unto Assignee, effective
as of the date hereof (the "EFFECTIVE Date"), all of Assignor's leasehold
interest under the Lease for the entire remainder of the lease term (the
"ASSIGNMENT PERIOD").
TO HAVE AND TO HOLD the same unto the said Assignee, for and during
Assignment Period.
2.
Assignee does hereby accept this Assignment, assume and agree to
perform the covenants, duties and obligations of Tenant under the Lease
(including the payment of Rent), and agrees to be bound by all of such
covenants, duties and obligations of Tenant as fully and to the same extent as
if Assignee had been the original party designated as "Tenant" thereunder; and
Assignee shall be fully, directly and primarily liable for the performance
thereof, and it is agreed that the liability of the Assignee and each of the
Guarantors (as herein provided) is joint and several and may be enforced against
either without any nature of notice to, demand upon, proceeding against or
judgment against the other. Except as otherwise pro-
-2-
vided in the Lease, Assignee agrees to accept the Premises in an "AS-IS"
condition as same may exist when vacated by Assignor.
3.
This Assignment shall not relieve Assignor of its obligations under the
Lease, and shall not relieve Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxx, III, Xxxxx
Xxxxxxxx and Xxxxxxx Xxxxxxxxx (the "GUARANTORS") of liability for the
performance of the covenants, duties and obligations of Assignee, as Tenant
under the Lease, including liability for the full amount of Rent and any
additional charges, provided to be paid by Assignee to Landlord pursuant to the
Lease; and the Guarantors shall continue to be directly and primarily liable to
Landlord for the performance of all covenants, duties and obligations of
Assignee under such Lease, including payment of Rental, and such liability shall
remain and continue in full force and effect as to any further assignment or
transfer of the Lease, whether or not the Guarantors shall have received any
notice or consented to such assignment or transfer.
4.
Any notice which may or shall be given under the terms of the Lease or
this assignment shall be in writing and shall either be delivered by hand or
sent by U.S. Registered or Certified Mail, adequate postage prepaid, if for
Assignee, to it at 00000 Xxxxx Xxxxxxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx
00000, if for Assignor, to it at 00000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx
Xxxxx, Xxxxxxxx 00000 and if for Guarantors, to it at 00000 Xxxxxxxx Xxxxxx,
Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000. Any party's address may be changed
from time to time by such party by giving notice as provided herein. No change
of address of any party shall binding on the other parties until notice of such
change of address is given as herein provided. A post office receipt for
registration of such notice or signed return receipt shall be conclusive that
such notice was delivered in due course of mail if mailed as provided above.
5.
EXCEPT as otherwise specifically provided herein, all of the terms and
provisions of the Lease shall remain in full force and effect during the
Assignment Period. All defined terms used herein shall have the same meaning as
when used in the Lease unless another meaning is clearly indicated.
-3-
EXECUTED in multiple counterparts, each of which shall have the force
and effect of an original, on this 15th day of September , 2002.
Witnesses: HEARTLAND INDUSTRIAL GROUP, L.L.C.,
a Delaware limited liability company
/s/ Xxxxxxx Xxxxxxxxxx By: /s/ Xxxxx Xxxxxxxx
------------------------------ --------------------------------------
/s/ Xxxxx Deer Its: Senior Managing Director
------------------------------ --------------------------------------
"ASSIGNOR"
Witnesses: TRIMAS COMPANY LLC,
a Delaware limited liability company
/s/ Xxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxx
------------------------------ --------------------------------------
/s/ Xxxxxxxx Xxxxx Its: Executive Vice President and CFO
------------------------------ --------------------------------------
"ASSIGNOR"
/s/ Xxxxxx Xxxxxxxxx
------------------------------------------
XXXXXX XXXXXXXXX
/s/ Xxxxxx Xxxxxxx
------------------------------------------
XXXXXX XXXXXXX, III
/s/ Xxxxx Xxxxxxxx
------------------------------------------
XXXXX XXXXXXXX
/s/ Xxxxxxx Xxxxxxxxx
------------------------------------------
XXXXXXX XXXXXXXXX
"GUARANTORS"
