Lease Assumption and Assignment Agreement between Kellstrom Industries, Inc. and KIAC, Inc.

Summary

Kellstrom Industries, Inc. (Assignor) and KIAC, Inc. (Assignee) have entered into an agreement effective July 17, 2002, for the assignment and assumption of a lease for premises in Miramar, Florida. Kellstrom assigns all its rights and interests in the lease to KIAC, who accepts and assumes all obligations under the lease from the effective date forward. Kellstrom remains responsible for obligations before this date. The agreement is part of a broader asset sale and was authorized by a bankruptcy court order. No third parties have rights under this agreement.

EX-10.21 24 dex1021.txt ASSIGNMENT OF AMENDED MIRAMAR LEASE Exhibit 10.21 LEASE ASSUMPTION AND ASSIGNMENT AGREEMENT (KELLSTROM INDUSTRIES, INC. and KIAC, INC.) THIS LEASE ASSUMPTION AND ASSIGNMENT AGREEMENT (this "Agreement") is made as of July 17, 2002 (the "Effective Date"), by and between Kellstrom Industries, Inc., a Delaware corporation ("Assignor"), and KIAC, Inc., a Delaware corporation ("Assignee"). W I T N E S S E T H WHEREAS, Assignor is the tenant under that certain lease dated as of December 1, 2000 between TIMCO Aviation Services, Inc. (f/k/a Aviation Sales Company), a Delaware corporation ("TIMCO"), as landlord and Assignor as tenant, as amended by First Amendment to Lease of even date herewith (as amended, the "Lease"); WHEREAS, the Lease affects certain premises more particularly described therein located in the City of Miramar (the premises which is the subject of the Lease is hereinafter called the "Premises"; the real estate of which the Premises is a part is hereinafter called the "Property"); WHEREAS, Assignor, Assignee and others are parties to an Asset Sale Agreement, dated as of February 20, 2002 (the "Asset Sale Agreement"), pursuant to which, among other things, Assignor agreed to assign the Lease to Assignee and Assignee agreed to assume the obligations under the Lease from and after the date of such assignment; WHEREAS, pursuant to an order of the Bankruptcy Court dated June 28, 2002, in that certain matter titled "In re: Kellstrom Industries, Inc., et.al, Debtors," Case No. 02-10536 (MFW) in the United States Bankruptcy Court for the District of Delaware (the "Order"), Assignor has assumed the Lease and has been authorized to assign the Lease to Assignee and Assignee has been authorized to assume the Lease; WHEREAS, in connection with the transactions contemplated by the Asset Sale Agreement and the Order, Assignor desires to sell, assign, transfer and convey to Assignee, and Assignee desires to accept an assignment from Assignor, of Assignor's right, title and interest in and to the Lease upon and subject to the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, in the Asset Sale Agreement and in the Order, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Assignment. Assignor hereby assigns, transfers, sets over and conveys to Assignee, its successors and assigns, all of Assignor's right, title and interest in and to the Lease. 2. Acceptance of Assignment and Assumption of Obligations and Liabilities. Assignee hereby fully and completely accepts the assignment pursuant to Section 1 above, and assumes each and every obligation of Assignor which is to be performed from and after the 1 Effective Date as the tenant under the Lease. Assignee agrees that Assignee shall fully pay, perform and observe all of such obligations on and after the Effective Date and releases and discharges Assignor and its Affiliates (as defined in the Asset Sale Agreement), successors and assigns, completely, unconditionally and forever from all obligations and liabilities arising on or after the Effective Date as the tenant under the Lease. 3. Proration. Assignor shall be responsible for all of its obligations under the Lease prior to the Effective Date, and Assignee shall be responsible for all of its obligations under the Lease on and after the Effective Date. 4. No Representations and Warranties. Assignor makes no representation or warranty, whether express or implied, hereunder or otherwise with respect to the Lease, the Premises or the Property. 5. No Third Party Beneficiaries. This Agreement is for the sole and exclusive benefit of Assignor and Assignee and their respective successors and permitted assigns, and nothing herein is intended or shall be construed to confer upon any Person (as defined in the Asset Sale Agreement) other than Assignor, Assignee and their respective successors and permitted assigns, any right, remedy or claim under or by reason of this Agreement or any term, covenant or condition hereof. 6. Amendment. This Agreement may only be amended or modified by a written instrument executed by the parties hereto. 7. Miscellaneous. This Agreement shall be governed by the laws of the state in which the Property is located. This Agreement may not be amended except by a document signed by all parties hereto. 8. Counterparts. This Assignment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which when taken together shall constitute but one and the same instrument. [Signatures Appear on Following Page] 2 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. ASSIGNEE: ASSIGNOR: KIAC, INC., a Delaware corporation KELLSTROM INDUSTRIES, INC., a Delaware corporation By: /s/ By:/s/ Zivi R. Nedivi ------------------------------- ----------------------------------- Name:__________________________ Zivi R. Nedivi Title:_________________________ President 3