Exhibit 10.2


 


ASSIGNMENT AND ASSUMPTION OF LEASE


 


This Assignment and Assumption of Lease (“Agreement”) is made this 24th
day of May, 2006, by and between ALTRIA
CORPORATE SERVICES, INC. (formerly known as Philip Morris Management
Corp.), a New York corporation (“Assignor”), KRAFT
FOODS GLOBAL, INC., a Delaware corporation (“Assignee”), and 410 Century Associates, L.P., a Texas limited partnership (“Landlord”).


 


RECITALS


 


A.            WHEREAS, Kraft Foods, Inc. (formerly known as
Kraft General Foods, Inc.) (“Original Tenant”), as tenant, and Landlord’s
predecessor in interest, Patriot Century Investors, L.P., a Delaware limited
partnership, as landlord, entered into that certain Lease Agreement dated March
21, 1994, as amended by that certain Lease Amendment dated October, 1994, that
certain Second Amendment to Lease dated August 30, 2000, that certain
Assignment of Lease dated December 1, 2000 (“Assignment”), that certain Third
Amendment to Lease Agreement dated May 1, 2001, that certain Fourth Amendment
to Lease Agreement dated February 14, 2003, that certain Fifth Amendment to
Lease Agreement dated July 8, 2003, that certain Sixth Amendment to Lease
Agreement dated October 8, 2003, and that certain Seventh Amendment to Lease
Agreement dated May 2, 2004 (collectively, “Lease”) for certain premises (“Leased
Premises”) containing approximately 74,289 square feet and commonly known as
Suites 350 and 400 in the Century Building located at 84 N.E. Loop 410, San
Antonio, Texas 78216, which Lease is attached hereto as Exhibit A;


 


B.            WHEREAS, by virtue of the Assignment, the
Original Tenant assigned its interest in the Lease to Assignor.


 


C.            WHEREAS, Assignor desires to assign to
Assignee, and Assignee desires to assume, all of Assignor’s interest in the
Lease, and Landlord consents to such assignment, on the terms and conditions
set forth below.


 


AGREEMENTS


 


NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:


 


1.             Assignment
of Lease.  Assignor hereby unconditionally and
irrevocably assigns to Assignee all of Assignor’s interest in the Lease,
including but not limited to all claims and causes of action accruing
heretofore, if any, against Landlord with respect to the Lease.


 


2.             Assumption
of Lease.  Assignee hereby accepts assignment of
Assignor’s interest in the Lease, assumes all obligations associated therewith
(including but not limited to those predating this Agreement), and accepts,
adopts and agrees to be bound by all of the terms and provisions of the Lease
from the date hereof.


 


3.             Acceptance
of Assignment.  Landlord hereby accepts and consents to the
assignment to Assignee of Assignor’s interest in the Lease, and accepts
Assignee as tenant under the Lease.


 

















 


4.             Release
and Waiver between Assignor and Landlord of Post-Assignment Claims.  Effective as of the date hereof, Assignor and Landlord, each for itself
and each of its respective past, present and future predecessors, successors, subsidiaries,
parents, agents, representatives, partners, officers, managers, directors,
shareholders, members, employees, administrators, trustees and attorneys hereby
fully and forever remises, releases, relinquishes, waives and discharges the
other party, and all of its past, present and future predecessors, successors,
subsidiaries, parents, agents, representatives, partners, officers, managers,
directors, shareholders, members, employees, administrators, trustees and
attorneys of and from any and all actions, causes of action, rights,
liabilities, suits, debts, dues, sums of money, accounts, reckonings, bonds,
bills, specialties, covenants, contracts, leases, controversies, agreements,
promises, variances, trespasses, damages, judgments, executions, and claims of
whatever kind or nature in law or equity, which said party may at any time have
against the other party which in any way relate, directly or indirectly, to the
Lease or the Leased Premises during any time after the date of this Assignment.  The foregoing release constitutes a general
release by Assignor and Landlord. 
Assignor and Landlord further waive any right which each party may have
under any provision of applicable law which provides that a general release
does not extend to claims which the releasor does not know or suspect to exist
in its favor at the time of executing this general release.


 


5.             Indemnification
of Assignee by Assignor.  Assignor shall defend, indemnify and hold
harmless Assignee, its past, present and future predecessors, successors,
subsidiaries, assignees, agents, representatives, partners, officers, managers,
directors, shareholders, members, employees, administrators, trustees and
attorneys (collectively, “Kraft Indemnitees”) from any and all actions, causes
of action, rights, liabilities, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, leases,
controversies, agreements, promises, variances, trespasses, damages, judgments,
executions, and claims of whatever kind or nature in law or equity
(collectively, “Losses”), whether now known or unknown, vested or contingent,
suspected or unsuspected, which in any way relate, directly or indirectly, to
Assignor’s use or occupancy of the Leased Premises for the period of time during
which Assignor was the tenant under the Lease, except to the extent that any
Losses are caused by or arise from the negligence, acts, errors, omissions or
intentional misconduct of the Kraft Indemnitees.  This indemnity shall supercede and replace the
indemnity previously granted to Assignee in Section 4 of the Assignment.


 


6.             Indemnification
of Assignor by Assignee.  Assignee shall defend, indemnify and hold
harmless Assignor, its past, present and future predecessors, successors,
subsidiaries, assignees, agents, representatives, partners, officers, managers,
directors, shareholders, members, employees, administrators, trustees and
attorneys (collectively, “Altria Indemnitees”) from any and all Losses, whether
now known or unknown, vested or contingent, suspected or unsuspected, which in
any way relate, directly or indirectly, to Assignee’s use or occupancy of the
Leased Premises for the period of time during which Assignee is or has been the
tenant under the Lease, except to the extent that any Losses are caused by or
arise from the negligence, acts, errors, omissions or intentional misconduct of
the Altria Indemnitees.  This indemnity
shall supercede and replace the indemnity previously granted to Assignor in
Section 5 of the Assignment.


 


7.             Governing
Law.  This Agreement shall be construed in
accordance with the laws of the State of Texas.


 


 


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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


 


	
  ASSIGNOR: 

  	
   

  	
  ASSIGNEE: 

  
	
   

  	
   

  	
   

  
	
  ALTRIA CORPORATE SERVICES, INC.

  (formerly known as Philip Morris Management

  Corp.), a New York corporation

  	
   

  	
  KRAFT FOODS GLOBAL, INC., a Delaware

  corporation  

  
	
   

  	
   

  	
  By:

  	
  /s/ Bruce L. Windedahl  

  	
   

  
	
  By:

  	
  /s/ Samuel L. Nickols  

  	
   

  	
   

  	
   

  	
  Name: Bruce L. Windedahl  

  
	
   

  	
  Name: Samuel L. Nickols  

  	
   

  	
   

  	
  Its:

  	
  Senior Director Facilities Management & 

  
	
   

  	
  Its: Senior Director Facilities & Security

  	
   

  	
   

  	
   

  	
  Real Estate

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LANDLORD:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  410 Century Associates, L.P., a Texas limited

  partnership Landlord)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Centennial Management Services, Inc.,

  its Authorized Agent

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  /s/ Steven H. Levin

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  President