Exhibit 10.34
AMENDMENT, ASSIGNMENT AND
ASSUMPTION OF LEASE AGREEMENT
THIS AMENDMENT, ASSIGNMENT AND ASSUMPTION OF LEASE (the "AGREEMENT") is
made this 27th day of April, 2001, by XXXX SPORTS, INC., a California
corporation ("ASSIGNOR"), ROYAL GRIP, INC., a Nevada corporation ("ASSIGNEE"),
and XXXXXX LAKE RANCH, L.L.C., an Arizona limited liability company ("Lessor").
RECITALS
A. Assignor presently leases from Lessor property consisting of 12,315
square feet of floor area in a building (the "BUILDING") located at 00000 X.
Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxx (which address is incorrectly noted on the
Lease as 00000 X. 00xx Xxx, Xxxxxxxxxx, Xxxxxxx) and depicted on the floor plan
on EXHIBIT A to this Assignment (the "PREMISES"), pursuant to that certain
Building Lease, dated March 25, 1996 between Outback Land L.C., as landlord and
Assignor, as tenant (the "LEASE"). Pursuant to that certain Assignment of Leases
dated July 5, 1996, Outback Land L.C. assigned its interest in the Lease to
Xxxxx Xxxxxx, an individual. Xxxxx Xxxxxx subsequently assigned his interest as
landlord under the Lease to Lessor.
B. Assignor has subleased 8,058 rentable square feet of the Building to
Assignee pursuant to a Sublease Agreement dated August 1, 1997 (the "Royal Grip
Sublease").
C. Assignor has subleased 1,120 rentable square feet of the Building to
Xxxxx Investments, Inc. pursuant to a letter agreement dated July 16, 1997 (the
"Xxxxx Sublease").
D. The parties agree to amend the Lease and Assignor desires to assign to
Assignee and Assignee desires to acquire all of Assignor's interest as lessee in
and to the Lease and the Premises on the terms and conditions set forth in this
Agreement.
FOR VALUABLE CONSIDERATION, it is agreed as follows:
1. ASSIGNMENT. The parties acknowledge that (i) the Royal Grip Sublease and
Xxxxx Sublease will both expire on May 31, 2001, and (ii) the initial term of
the Lease will expire on May 31, 2001, provided that the Lease will be renewed
as described in Section 3 below. Effective June 1, 2001 (the "Effective Date"),
Assignor hereby grants, conveys, and assigns to Assignee, all of Assignor's
right, title, and interest in and to the Lease and the Premises, subject
however, to the provisions of the Lease.
2. ASSUMPTION. Commencing on the Effective Date, Assignee hereby assumes
all of Assignor's responsibilities, liabilities, and obligations set forth in
the Lease, and agrees to perform and observe all of Assignor's covenants and
conditions contained in the Lease.
3. RENEWAL OF THE LEASE. Assignor and Assignee hereby elect to renew the
Lease pursuant to Section 3 of Exhibit F-Addendum to the Lease for one (1)
additional three (3) year period commencing on the Effective Date at a monthly
rental rate of $22,351.73 plus applicable rental tax. Operating Costs (as
defined in the Lease) shall be adjusted to reflect a 2001 base year comparison
(the "BASE COSTS") and Assignee shall pay to Lessor as additional rent its
proportionate share of any increase(s) (subject to a maximum 10% cap) in
operating costs above the 2001 base year for all subsequent years. Lessor hereby
agrees to notify Assignee in writing of the Base Costs upon conclusion of the
2001 calendar year.
4. LESSOR'S CONSENT. Lessor hereby consents to (i) the terms of this
Assignment, (ii) Assignee subleasing to Assignor 1,322 rentable square feet of
space within the Building, depicted on the floor plan attached hereto as EXHIBIT
B ("Floor Plan"), and (iii) Assignee subleasing to Xxxxx Investments, Inc.,
1,120 rentable square feet of space within the Building, also depicted on the
Floor Plan.
5. RELEASE OF ASSIGNOR'S OBLIGATIONS. Commencing on the Effective Date,
Lessor hereby releases Assignor from all of Assignor's obligations under the
Lease, including Assignor's liability to pay rent under the Lease in the event
of a default by Assignee or otherwise.
6. REPRESENTATIONS AND WARRANTIES OF LESSOR. Lessor is the sole owner of
the Premises and the sole lessor under the Lease, and has not encumbered,
pledged, assigned, transferred or hypothecated its interest in the Lease in any
manner; Assignor's interest in the Lease is not subject to the interest of any
third person or anyone else, except as provided in this Agreement, and no third
party consent is necessary to effectuate this Agreement.
7. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR. Assignor represents,
warrants, and covenants to Assignee as follows:
(a) With respect to the Lease, Assignor is the sole lessee under the
Lease, and accordingly, is the sole owner and holder of the lessee's
interest thereunder and of the leasehold estate; lessee's interest in the
Lease and leasehold estate are not encumbered, pledged, assigned,
transferred or hypothecated in any manner whatsoever, nor subject to the
interest of any third person or anyone else other than the sublessees under
the Royal Grip Sublease and the Xxxxx Sublease.
(b) The Lease is in full force and effect as of the date hereof; there
are no actions, suits, proceedings or claims pending or threatened with
respect to or in any manner affecting the Lease or the Premises, nor does
Assignor know of any facts or circumstances which could reasonably form the
basis for any such actions, suits, claims or proceedings; all rent payments
due under the Lease have been paid in full as of the date hereof, and
Assignor has fulfilled all other obligations and made all other payments
due thereunder; Assignor is not in default under any provision of the
Lease, and no other default presently exists under the terms of the Lease;
no event has occurred which, with the passage of time or action, would
result in a default under the Lease.
(c) Assignor shall indemnify, defend and hold Assignee harmless for,
from and against any and all actions, suits, proceedings and claims, and
all costs and expenses incurred in connection therewith (including without
limitation reasonable attorney's fees), arising from or relating to the
Lease, and which occurred or are alleged to have occurred prior to the
Effective Date.
(d) Assignor shall perform all obligations and make all payments due
under the Lease from now until the Effective Date. Lessor agrees to notify
Assignee of any default by Assignor prior to the Effective Date.
8. APPOINTMENT. Assignor hereby irrevocably appoints Assignee, its
successors and assigns, as the attorney and agent of Assignor, in Assignor's
name and stead, to enforce the provisions of the Lease.
9. BINDING EFFECT. This Assignment shall inure to the benefit of, and shall
be binding upon, the parties hereto and their respective successors and assigns.
10. CHOICE OF LAW. This Assignment shall be construed in accordance with
the laws of the State of Arizona.
11. ATTORNEYS' FEES. Should either party institute any legal action or
proceeding to enforce the provisions of this Assignment, the prevailing party
shall be entitled to recover its reasonable attorneys' fees and costs incurred
in connection with the exercise of its rights and remedies hereunder as well as
court costs and expert witness fees as the court shall determine.
12. COUNTERPARTS. This Assignment may be executed in any number of
counterparts, each of which shall be an original but all of which shall
constitute one and the same instrument.
XXXX SPORTS, INC., a California corporation
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxxx
-------------------------------------
Its: Vice President Finance
--------------------------------------
"Assignor"
ROYAL GRIP, INC., a Nevada corporation
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
--------------------------------------
Its: PRESIDENT
--------------------------------------
"Assignee"
XXXXXX LAKE RANCH, L.L.C., an Arizona
limited liability company
By: /s/ Xxxxx Xxxxxxxx
---------------------------------------
Name: Xxxxx Xxxxxxxx
-------------------------------------
Its: Managing Member
--------------------------------------
"Lessor"
EXHIBIT A
[Leased Premises]
EXHIBIT B
[Floor Plan]
