exv10w2





Exhibit 10.2




ASSIGNMENT OF

AND SECOND AMENDMENT TO LEASE




THIS ASSIGNMENT OF AND SECOND AMENDMENT TO LEASE (“Amendment”) is entered into by
and among Worldwide Licensing & Merchandising, Inc., a Florida corporation (“Assignor”), Premier
Exhibitions, Inc., a Florida corporation (“Assignee”), and George F. Eyde Orlando, LLC, a Michigan
limited liability company, and Louis J. Eyde Orlando, LLC, a Michigan limited liability company
(collectively, “Landlord”).



WHEREAS, Landlord and Tenant entered into that certain Lease dated August 22, 2008, as amended
by that certain First Amendment to Lease dated January 29, 2010 (as amended, the “Lease”), the term
of which commenced on January 1, 2009, regarding that certain space consisting of approximately
19,726 square feet, located at 7316, 7324, and 7324-A International Drive, Orlando, Florida 32819,
as more particularly described in the Lease (the “Premises”);



WHEREAS, the parties desire to effect an assignment of the Lease and all rights and
obligations pertaining to the Premises from Assignor to Assignee, conditioned as set forth herein;
and




WHEREAS, the parties also desire to revise the terms of the Lease as set forth herein;



NOW, THEREFORE, for Ten and No/100 Dollars ($10.00) and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:



1. Incorporation of Recitals. The foregoing recitals are true and correct and shall be
incorporated into this Amendment by this reference.



2. Capitalized Terms. Unless otherwise expressly defined herein, capitalized terms used in
this Amendment shall have the meanings ascribed to such terms in the Lease.



3. Assignment of Lease. Pursuant to Landlord’s consent, which is hereby granted subject to
the terms and conditions of the Lease and this Amendment, Assignor assigns to Assignee all rights
and obligations under the Lease, including Tenant’s Security Deposit of $10,000.00, effective as of
October 17, 2011 (the “Effective Date”). As of the Effective Date, Assignee accepts this
Assignment and agrees to comply with and be bound by all the terms and conditions of the Lease, as
amended by this Assignment, from the Effective Date through the expiration or earlier termination
of the term of the Lease (as defined by the Lease and modified below). Assignee’s rental
obligations (as amended by this Assignment) shall likewise commence as of the Effective Date, such
that Assignee’s rental obligations for October 2011 shall be prorated accordingly.



4. Assumption of Lease. Assignee (a) acknowledges its obligations to perform the Assignor’s
obligations under the Lease; (b) agrees to keep and perform all of the covenants, conditions and
agreements of Assignor arising under or in connection with the Lease after the Effective Date of
this Assignment; and (c) agrees to assume certain obligation to Landlord for
certain rental arrearages owed by Assignee, as set forth in Sections 5(a) and 11 of this
Amendment.


 


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5. Conditional Release of Assignor and Guarantor.




	 	(a)	 	Assignor’s Arrearages. Landlord, Assignor, and Assignee acknowledge
and agree that as of June 30, 2011, Assignor owes Landlord arrearages totaling
$771,790.43 (“Assignor’s Arrearages”), which amount Landlord has agreed to reduce
to $720,000.00 (“Assumed Arrearages”) in consideration of Assignee’s acceptance of
and full performance of all obligations under this Amendment, and which Assignee
has agreed to assume as Assignee’s own rental obligations under the Lease.

	 
	 	(b)	 	Release of Arrearages, Assignor, and Guarantor. G. Michael Harris and
Amy G. Harris (“Guarantors”), as well as Assignor, shall be forever released from
liability for Assignor’s Arrearages as well all obligations arising under the Lease
as of and following the Effective Date, such that Assignee shall then be deemed the
only tenant party to the Lease and Guarantors shall be released from all liability
under that certain Guaranty and Subordination dated August 27, 2008.






6. Assignor’s Authority. Assignor warrants and represents that: (i) Assignor is a corporation
duly organized and in good standing under the laws of the state of Florida; (ii) all requisite
approvals necessary to authorize Assignor to enter into this Amendment and to carry out Assignor’s
obligations have been obtained; (iii) the undersigned is authorized by Assignor to execute this
Amendment on Assignor’s behalf and thus fully bind Assignor thereby; (iv) this Amendment has been
duly authorized, executed and delivered by Assignor; and (v) the execution of this Amendment does
not and will not violate any contract, covenant or other agreement to which Assignor may be a party
or by which Assignor may be bound.



7. Assignee’s Authority. Assignee warrants and represents that: (i) Assignee has the full
right, power, and authority to assume the Lease and to carry out Assignee’s obligations thereunder,
including this Amendment; (ii) Assignee is a corporation duly organized and in good standing under
the laws of Florida; (iii) all requisite approvals necessary to authorize Assignee to enter into
the Lease and this Amendment and to carry out Assignee’s obligations have been obtained; (iv) the
undersigned is authorized by Assignee to execute this Amendment on Assignee’s behalf and thus fully
bind Assignee thereby; (v) this Amendment has been duly authorized, executed and delivered by
Assignee; and (vi) the execution of this Amendment does not and will not violate any contract,
covenant or other agreement to which Assignee may be a party or by which Assignee may be bound.



8. Use of Premises. Articles 1.1, 2.3, 8.1 and 9 of the Lease are revised to reflect that
Assignee shall and may operate a Titanic themed exhibition at the Premises, and shall have the
right to replace or supplement such Titanic themed exhibition with a human anatomy or Dialog in the
Dark exhibition, or any other exhibition property then presented to the public by Assignee.


 


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9. Radius Restriction. Article 2.3 of the Lease is revised to expand the restriction from
five (5) miles from the exterior boundaries of the Shopping Center to ten (10) miles from the
exterior boundaries of the Shopping Center and to expand the restriction to include human
anatomy exhibitions in addition to Titanic themed exhibitions. Notwithstanding the foregoing,
Assignee acknowledges that Assignee has been made aware of, and hereby consents to, Landlord
leasing space within the foregoing ten (10) mile radius to any tenant for exhibits with the themes
of crime scene investigations and Leonardo da Vinci.



10. Revocation of Forbearance Period and Late Fee Waiver. Pursuant to the terms of Section 5
of the First Amendment to Lease, Sections 3 (Minimum Rent Forbearance) and 4 (Late Fees) of said
amendment are revoked as if never granted by Landlord, provided that the terms of this Amendment
shall prevail with regard to all arrearages and rent amounts owed as of the Effective Date.



11. Payment of Assumed Arrearages. As payment of rental obligations that have accrued under
the Lease to date, which rental obligations Assignee hereby assumes only to the extent of the
Assumed Arrearages, Assignee shall pay the Assumed Arrearages as follows: (i) $65,000.00 together
with the October 2011 Rent; (ii) seven (7) additional payments of $65,000.00 each along with the
Rent owed at the beginning of every calendar quarter thereafter (i.e. January 1, April 1, July 1,
and October 1), beginning on January 1, 2012, through and including July 1, 2013; and (iii)
$200,000.00 along with the Rent owed on December 1, 2015. All such payments shall be deemed Rent
owed under the Lease.




12. Lease Term.




	 	(a)	 	Initial Term. Articles 1.1 and 3.1 of the Lease are revised to provide
that the initial term of the Lease shall expire at 5:00 p.m. EDT on September 30,
2016, subject to Assignee’s right to terminate the Lease early as set forth in
Section 10(c) of this Amendment.

	 
	 	(b)	 	Revocation of Renewal Rights. Article 3.3 of the Lease (Options to
Renew), and all other references to renewal options or renewal periods in the Lease
are hereby deleted in their entirety, such that Assignee shall have no right to
renew the Lease beyond the initial term of the Lease.

	 
	 	(c)	 	Early Termination. Assignee shall have a one-time right to terminate
the Lease early, effective June 30, 2014, by giving Landlord written notice of such
election no later than January 31, 2014, which notice shall be accompanied by the
payment of the $200,000.00 otherwise owed on December 1, 2015 pursuant to Section
9(iii) of this Amendment.







13. Rent.




	 	(a)	 	Minimum Rent. Articles 1.1 and 5.1 are revised to provide that
Minimum Rent: (i) through June 30, 2014 shall be $16,000.00 per month plus all
applicable sales taxes, and (ii) from July 1, 2014 through September 30, 2016 shall
be $19,000.00 per month plus all applicable sales taxes. Article 5.1(b) (Annual
Percentage Increase) is hereby deleted in its entirety.

	 
	 	(b)	 	Additional Rent. Articles 5.5, 5.5A, 5.5B, 5.5C, 5.5D and all other
references in the Lease to such Additional Rent established thereunder, are hereby
deleted in their entirety.





 


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14. Tenant Improvement Allowance. Assignee acknowledges that no further Tenant Improvement
Allowance is owed by Landlord or available to Assignee. All references to the Tenant Improvement
Allowance in Article 1.1 of the Lease, or elsewhere, are hereby deleted in their entirety.



15. Landlord’s Security Interest. Article 13.5 of the Lease is amended to expressly exclude
from Landlord’s security interest therein any and all Titanic Artifacts used or presented by
Assignee at the Premises or any other location, which assets may not be encumbered. “Titanic
Artifacts” shall include all artifacts exhibited at the exhibition, all artifacts recovered from
the wreck and wreck site of the RMS Titanic, all intellectual property and provenance-related work
product (including but not limited to audio and video footage, still photographs, and database)
related to the Titanic or any of its artifacts.



16. Rules and Regulations. Article 18 of the Lease is amended to provide that Operating hours
shall be reasonably determined by Landlord and Assignee, provided that Landlord pre-approves
operation of the exhibition during the hours of 10:00 a.m. to 9:00 p.m., Monday through Saturday
and 10:00 a.m. to 6:00 p.m. Sunday, (subject to Tenant’s right to shorten hours in its reasonable
discretion as the result of low ticket sales), so long as the exhibition is in operation at least
fifty (50) hours per week.



17. Repairs and Maintenance. Article 26.1 of the Lease is amended to add the following:
Landlord is responsible for any and all damage to Assignee’s property (excluding the Titanic
Artifacts which Assignee shall itself have fully insured against damage for any cause, including
Landlord’s negligence or intentional acts) that results from Landlord’s failure to fulfill its
obligations under this Article 26.1, or the negligence or intentional acts of Landlord or its
agents. Article 26.2 of the Lease is amended to provide that if Landlord fails to undertake and at
all times thereafter diligently pursue to completion the repair and maintenance of the Premises,
Building, Common Areas and Shopping Center as required thereunder, only 24 hours written notice is
required before Tenant may make such repairs and maintenance in the case of such repairs or
maintenance which constitute an emergency to the structural integrity or safety of the Premises or
which are needed to prevent damage to the Titanic Artifacts located at the Premises.



18. No Landlord Defaults; Release; no Assignee Defaults. Assignor, Guarantors and Assignee
acknowledge that, as of the Effective Date, Landlord is not in default of any of the terms or
conditions of the Lease and each knows of no facts which, given the passage of time, would
constitute a default by Landlord under the Lease. Assignor, Guarantors and Assignee waive and
forever release George F. Eyde Orlando, LLC and Louis J. Eyde Orlando, LLC, their successors,
subsidiaries, principals, agents, representatives, employees, shareholders and assigns
(collectively referred to as the “Released Parties”) from any liability whatsoever, arising prior
to the Effective Date, whether directly or indirectly relating to or arising out of any work
performed by or on behalf of Landlord or Assignor as required by the Lease, including, without
limitation by reference, delay damages, property damage, business losses, or any consequential,
actual or special damages, regardless of when any such damages may be incurred. Assignor,
Guarantors and Assignee acknowledge that, as of the Effective Date, Assignee is not in default of
any of the terms or conditions of the Lease, and shall not be deemed in default due to its
assumption of the
Assumed Arrearages (unless and until Assignee fails to timely pay same as required under this
Amendment), and each knows of no facts which, given the passage of time, would constitute a default
by Assignee under the Lease.


 


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19. Survival of Lease. It is expressly understood and agreed, that in all other respects the
Lease is ratified and reaffirmed and that all of the terms and conditions which have been amended
or otherwise modified herein will remain and are in full force and effect in every respect. This
Amendment will bind the heirs, administrators, successors and assigns of the respective parties.



20. Attorneys’ Fees and Costs. Should any party employ an attorney or attorneys to enforce
any of the provisions hereof, or to protect its interest in any matter arising hereunder, or to
recover damages for the breach hereof, the party prevailing will be entitled to recover from the
other party (or parties, as applicable) all reasonable costs, charges and expenses, including
reasonably attorneys’ fees, and other legal costs, expended or incurred in connection therewith,
before, during and subsequent to any litigation, including arbitration and appellate proceedings,
bankruptcy or similar debtor/creditor proceedings, and proceedings to enforce any indemnity
agreement herein contained. To the extent that more than one party is liable for attorneys’ fees
pursuant to this provision, such liability shall be joint and several.



21. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall
be deemed an original, and all such counterparts together shall constitute one and the same
Amendment. Photostatic, PDF or facsimile copies of this Amendment fully executed shall be deemed
an original for all purposes, and the parties hereto waive the “best evidence” rule or any similar
law or rule in any proceeding in which this Amendment shall be presented as evidence.



IN WITNESS WHEREOF, Assignor, Guarantors, Assignee, and Landlord have caused this
Assignment of and Second Amendment to Lease to be executed as of the dates set forth below.



	 	 	 
	WITNESSES:

	 	ASSIGNOR:
	 

	 	Worldwide Licensing & Merchandising, Inc.,

	/s/ Dave Walker

	 	a Florida corporation
	Print Name: Dave Walker
	 	 
	 

	 	By: /s/ G. Michael Harris
	/s/ Chris DiPierri

	 	G. Michael Harris, President
	Print Name: Chris DiPierri
	 	 
	 

	 	Date: October 17, 2011
	 
	 	 
	 

	 	GUARANTORS:
	 
	 	 
	 

	 	/s/ G. Michael Harris
	 

	 	G. Michael Harris
	 

	 	Date: October 17, 2011
	 
	 	 
	 

	 	/s/ Amy G. Harris
	 

	 	Amy G. Harris
	 

	 	Date: October 17, 2011





 


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[Assignee’s signature page to Assignment of and Second Amendment to Lease]




	 	 	 
	WITNESSES:

	 	ASSIGNEE:
	 

	 	Premier Exhibitions, Inc.,
	 

	 	a Florida corporation
	/s/ Dave Walker
	 	 
	Print Name: Dave Walker
	 	 
	 

	 	By: /s/ Michael Little
	/s/ Chris DiPierri

	 	Print name: Michael Little
	Print Name: Chris DiPierri

	 	Title: Chief Financial Officer
	 
	 	 
	 

	 	Date: October 17, 2011





 


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[Landlord’s signature page to Assignment of and Second Amendment to Lease]




	 	 	 
	WITNESSES:

	 	LANDLORD:
	 
	 	 
	 

	 	George F. Eyde Orlando, LLC,
	 

	 	a Michigan limited liability company
	/s/ Mark K. Clouse
	 	 
	Print Name: Mark K. Clouse

	 	By: /s/ George F. Eyde
	 

	 	George F. Eyde, Member
	 
	 	 
	/s/ Katherine Ellsworth

	 	Date: October 14, 2011
	Print Name: Katherine Ellsworth
	 	 
	 
	 	 
	WITNESSES:

	 	LANDLORD:
	 
	 	 
	 

	 	Louis J. Eyde Orlando, LLC,
	 

	 	a Michigan limited liability company
	/s/ Mark K. Clouse
	 	 
	Print Name: Mark K. Clouse
	 	 
	 

	 	By: /s/ Louis J. Eyde
	 

	 	Louis J. Eyde, Member
	/s/ Katherine Ellsworth
	 	 
	Print Name: Katherine Ellsworth

	 	 Date: October 14, 2011







 


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