Exhibit 10(c)
STATE OF NORTH CAROLINA )
COUNTY OF ______________ )
ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT
THIS AGREEMENT is dated as of December 30, 1996 and entered into by and among;
("Assignor"): Star Industries, Inc.,
a Delaware corporation
X.X. Xxx 000
Xxxxxxx, Xxxxxxx 00000
("Assignee"): Cavalier Industries, Inc.,
a Delaware corporation
X.X. Xxx 000
Xxxxxxx, Xxxxxxx 00000
("Landlord"): Xxxxxxx Xxxx X. XxXxxxxx,
an individual residing in the
State of North Carolina
X.X. Xxx 000
Xxxx Xxx, Xxxxx Xxxxxxxx 00000
for the purpose of assigning from Assignor to Assignee a Lease Agreement dated
October 16, 1996, between Xxxxxxxx Xxxx X. XxXxxxxx, as Landlord, and Star
Industries, Inc., as Tenant ( the "Lease").
R E C I T A L S:
A. Landlord is the owner of the Leased Premises described
in Exhibit A and leased to Assignor pursuant to the terms of the Lease,
including the option to purchase the Leased Premises.
B. Assignor desires to assign unto Assignee all its right,
title and interest in and to the leasehold estate created under the Lease,
including the option to purchase, and Assignee desires to accept such assignment
and to assume all obligations under the Lease arising after the effective date
of the 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 30, 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 Lease 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 Lease effective as of the Effective Date; provided,
however, that Assignee shall have no responsibility whatever for any obligations
of Assignor under the Lease which shall have accrued prior to the Effective
Date.
4. Representations of Assignor. Assignor hereby represents
and warrants unto Assignee that:
(a) the Lease is in full force and effect and Assignor is
not in default thereunder;
(b) Assignor is the Tenant under the Lease 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
Lease through the Effective Date of this Agreement.
5. Acknowledgement by Assignee. Assignee hereby acknowledges
(a) that it has reviewed the Lease 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 Lease from and after the Effective
Date; and
(b) that it has examined the Lease Premises and that neither
Assignor nor Landlord has made any warranties, covenants or representations with
respect to the condition of the Leased Premises.
6. 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.
7. Notices. Section 20 of the Lease is hereby amended
to provide that any notice to be given to Tenant shall be delivered as follows:
Cavalier Industries, Inc.
X.X. Xxx 000
Xxxxxxx, Xxxxxxx 00000
8. Miscellaneous. All the terms and conditions of the Lease
shall remain and continue in full force and effect, including the option to
purchase. In case of any inconsistency between the Lease 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:
STAR INDUSTRIES, INC.,
a Delaware corporation
Xxxxxxx X. Xxxxxx
Its President
ASSIGNEE:
CAVALIER INDUSTRIES, INC.,
a Delaware corporation
Xxxxxxx X. Xxxxxx
Its Vice President
STATE OF ALABAMA )
____________ COUNTY )
I, the undersigned authority, a Notary Public in and for said County, in said
State, hereby certify that Xxxxxxx X. Xxxxxx, whose name as President of Star
Industries, 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 Xxxxxxx X. Xxxxxx, whose name as Vice President of
Cavalier Industries, 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: __________________
CONSENT
Xxxxxxxx Xxxx X. XxXxxxxx ("Landlord"), as landlord under that
certain Lease Agreement (the "Lease") dated October 16, 1996, between Landlord
and Star Industries, Inc. (the "Assignor"), as Tenant, does hereby expressly
consent to the assignment of the leasehold estate created under the Lease by
Assignor unto Cavalier Industries, Inc. (the "Assignee"), on the express
condition that Assignee shall execute an Assignment and Assumption of Lease
Agreement whereby it shall assume all obligations of Assignor under the Lease
from and after the effective date of such Assignment and Assumption Agreement.
Landlord understands that Assignee 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 Lease, Assignee shall be
substituted for Assignor as Tenant under the Lease.
Dated as of the ______ day of _________________________,
19____.
LANDLORD:
Xxxxxxxx Xxxx X. XxXxxxxx
STATE OF NORTH CAROLINA )
____________ COUNTY )
I, the undersigned authority, a Notary Public in and for said County, in said
State, hereby certify that Xxxxxxxx Xxxx X. XxXxxxxx, whose name 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, she
executed the same voluntarily on the day the same bears date.
Given under my hand this ______ day of __________________________________, 1996.
Notary Public
My Commission Expires: _________________
