Exhibit 10.3
ASSIGNMENT OF SUBLEASE
This Assignment of Sublease (the "Assignment") is entered into this 30th
day of March, 2001, by and between HORIZON MEDICAL PRODUCTS, INC., a Georgia
Corporation (the "Assignor"), VASCUTECH ACQUISITION LLC, a Delaware corporation
(the "Assignee"), and IDEAS FOR MEDICINE, INC., formerly known as CryoLife
Acquisition Corporation, a Florida corporation (the "Sublessor").
WHEREAS, Sublessor entered into that certain Commercial Lease Agreement
dated March 5, 1997, ("Master Lease") by which Sublessor leased from Secret
Promise, Ltd., as successor-in-interest to J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Family Trust u/t/a
9/17/76 ("Landlord"), certain premises ("Premises") located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, as more particularly described in Exhibit A
attached hereto;
WHEREAS, Assignor, as Sublessee, entered into that certain Sublease dated
October 9, 2000 ("Sublease"), by which Assignor subleased the Premises from
Sublessor;
WHEREAS, Assignor entered into that certain Assignment of Sublease
(Sublessee's Interest) dated on or about October 9, 2000 (the "Collateral
Assignment") with Bank of America ("BOA");
WHEREAS, the Master Lease provides that Sublessor may not enter into a
sublease or permit any other entity to occupy the Premises without Landlord's
prior written approval;
WHEREAS, the Sublease provides that Assignor may not assign its rights or
interests without Sublessor's prior written approval;
WHEREAS, the Collateral Assignment provides that Assignor may not assign
its rights or interests under the Sublease without the prior written consent of
BOA; and
WHEREAS, Landlord and Sublessor have approved and consented to this
Assignment pursuant to that certain Consent to Assignment of Sublease of even
date herewith.
NOW, THEREFORE, for good and valuable consideration by each of the parties
hereto to the other, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Assignor hereby assigns to Assignee all of its right, title and interest
in and to the Sublease and the Premises and Assignee hereby assumes all rights,
promises, covenants, conditions and duties under the Sublease to be performed by
the subtenant under the Sublease which accrue after the date hereof.
2. Sublessor does hereby consent to the assignment of the Sublease as
provided herein, and hereby acknowledges and agrees that Assignor will not be
liable or obligated for the payment of any sums due under the Sublease or the
performance of any obligations under the Sublease which accrue after the date
hereof, and Assignee will not be liable or obligated for the payment of any sums
due under the Sublease or the performance of any obligations under the Sublease
which accrued prior to the date hereof.
3. All notices, demands, requests, elections, consents or other
communications required or permitted to be given pursuant to the terms of the
Sublease shall be addressed as follows:
Sublessor: IDEAS for Medicine, Inc.
c/o CryoLife, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Vice president of Finance
with a copy to: Arnall Golden & ▇▇▇▇▇▇▇, LLP
2800 One Atlantic Center
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq.
Sublessee: Vascutech Acquisition LLC
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Corporate Controller
4. By execution hereof the parties hereto covenant and warrant, except as
herein amended and as amended by the Consent to Assignment of Sublease, the
Sublease remains unchanged and is in full force and effect in accordance with
the terms and provisions contained therein.
In addition, by execution hereof Assignor hereby represents and warrants to
each of Assignee and Sublessor that the Collateral Assignment has been released,
satisfied and terminated by BOA on or before the date hereof, and that Assignor
has the full right and authority to enter into and consummate this Assignment
without notice to, or the consent or approval of, BOA. As a condition precedent
to the effectiveness of the release of Assignor from future obligations accruing
after the date of this Assignment, Assignor agrees to provide to Assignee and
Sublessor a copy of the executed written instrument of release, satisfaction or
termination of the Collateral Assignment by BOA in recordable form.
2
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals as of the day and year first above written.
Assignor :
Horizon Medical Products, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
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Its: President
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Assignee:
Vascutech Acquisition LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Chief Financial Officer
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Sublessor:
IDEAS for Medicine, Inc.
By: /s/ ▇.▇. ▇▇▇
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Its: VP Finance and CFO
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3
Guarantee of Payment and Performance
In consideration of the Sublessor's consent to this Assignment of Sublease
to Assignee, the undersigned VASCUTECH, INC., a corporation organized and
existing under the laws of Delaware and the 100% parent of Assignee (the
"Guarantor"), hereby unconditionally guarantees to Sublessor that Assignee will
duly and punctually pay or perform all obligations under the Sublease (the
"Guaranteed Obligations"). This Guaranty is an absolute, unconditional and
continuing guaranty of the full and punctual payment and performance by Assignee
of the Guaranteed Obligations and not of their collectibility only and is in no
way conditioned upon any requirement that Sublessor first attempt to collect any
of the Guaranteed Obligations from Assignee or resort to any security or other
means of obtaining payment of any of the Guaranteed Obligations.
The Guarantor further agrees, as the principal obligor and not as a
guarantor only, to pay to Sublessor forthwith upon demand, in funds immediately
available to Sublessor, all reasonable costs and expenses (including court costs
and legal expenses) incurred or expended by Sublessor in connection with this
Guarantee and the enforcement thereof.
VASCUTECH, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: CFO
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