ASSIGNMENT AND ASSUMPTION OF LEASE
This Assignment (the "Assignment") is made as of the 30th day of May, 2003,
by and between ▇▇▇▇▇▇ CORPORATION OF TEXAS, INC. ("Assignor") and OMEGA PROTEIN
CORPORATION ("Assignee").
Assignor desires to assign to Assignee all of Assignor's right, title and
interest in and to certain Lease dated June 30, 1995 between the Assignor and
PARKWAY PROPERTIES LP (as successor-in-interest to Patriot Saint ▇▇▇▇▇ I
Inventors, L.P., and ▇▇▇▇-▇▇▇▇ Property, L.P.) as amended by the First Amendment
to Lease Agreement dated March 13, 2000 (the "Lease").
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Assignor hereby assigns and delivers to Assignee all of Assignor's
right, title and interest in and to the Lease and Assignee hereby accepts such
assignment.
2. Assignee hereby assumes and agrees to perform and be bound by all of the
terms, covenants and conditions imposed upon Assignor as tenant under the Lease
accruing or arising on or after the date of this Assignment.
3. The Assignee shall indemnify and hold harmless the Assignor, its parents
and subsidiaries, and all past, present or future officers and/or directors
thereof, from and against all loss, damage, costs and expenses that may be
claimed against, imposed upon or incurred by the Assignor or any of its parents
and subsidiaries, and all past, present or future officers and directors
thereof, by reason of the Assignee's failure to perform any of the obligations
under the Lease assumed by the Assignee pursuant to paragraph 2 above.
4. This Assignment may be executed in counterparts, each of which shall be
deemed an original, but all of which together, shall constitute one and the same
instrument.
5. This Assignment shall be binding upon and insure to the benefit of the
successors and assigns of all the respective parties hereto.
6. This Assignment shall be governed by, interpreted under, and construed
and enforceable in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the Assignor and the Assignee have executed and
delivered this Assignment as of the day and year first written above.
ASSIGNOR: ZAPATA CORPORATION OF TEXAS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
ASSIGNEE: OMEGA PROTEIN CORPORATION
By: /s/ ▇▇▇▇ ▇. Held
Name: ▇▇▇▇ ▇. Held
Senior Vice President, General Counsel
and Secretary
1
CONSENT OF LESSOR
The attached Assignment and Assumption of Lease Agreement has been executed
by the Assignor and the Assignee, and the Lessor hereby consents to the above
assignment of the Lease to Omega Protein Corporation, the above-named Assignee,
and in consideration of One Dollar ($1.00) and other good and valuable
consideration, receipt of which is hereby acknowledged, the Lessor hereby
releases the Assignor, Zapata Corporation of Texas, Inc., its parents and
subsidiaries, and all past, present or future officers and directors thereof,
from all obligations under the Lease.
Dated: May 30, 2003 PARKWAY PROPERTIES, LP (Lessor), through its
General Partner, Parkway Properties General
Partners, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Supervisor
2