Exhibit 2.3
ASSIGNMENT AND ASSUMPTION OF
LEASE AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF
LEASE AGREEMENT (this
“ Assignment” ) is made and entered into as of
June 8, 2009 by and among COFFMAN STAIRS, LLC , a
Delaware limited liability company ( “ Assignor
”) and WM COFFMAN LLC , a Delaware limited liability
company (“ Assignee ”).
RECITALS
WHEREAS , pursuant to the Lease Agreement dated as of
March 30, 2007 (as amended and restated from time to time, the
“ Lease ”), by and among AGNL Coffman, L.L.C.
(“ AGNL Coffman ”), as Landlord, and Coffman
Stairs, LLC (“ Coffman Stairs ”) and Visador
Holding Company (“ Visador ”), jointly and
severally, as Tenant, AGNL Coffman leased to Coffman Stairs and
Visador the premises located at 1000 Industrial Road, 1500
Industrial Road and 320 Johnston Road in Marion, Virginia (the
“ Premises ”);
WHEREAS , pursuant to the Asset Purchase Agreement dated
as of June 8, 2009 (the “ Asset Purchase
Agreement ”) by and among Assignor and Assignee, Assignor
has agreed to sell to Assignee, and Assignee has agreed to purchase
from Assignor, substantially all of Assignor’s assets,
including, without limitation, all of Assignor’s right, title
and interest as Tenant under the Lease (the “ Asset
Sale ”);
WHEREAS , pursuant to Paragraph 21(j) of the Lease,
the Asset Sale requires the consent of Landlord;
WHEREAS , simultaneously with the execution of and
delivery of this Assignment, Visador has transferred, conveyed and
assigned all of its right, title and interest in and to the Lease
to Assignor pursuant to Paragraph 3 of the Consent Agreement to
which this Assignment is attached as Exhibit A; and
WHEREAS , Landlord has agreed to grant such consent on
the condition that Assignor and Assignee enter into an agreement
substantially in the form of this Assignment.
NOW, THEREFORE
, in consideration of the recitals
and the respective covenants and agreements herein contained, and
intending to be legally bound her
