Exhibit 2.3
ASSIGNMENT AND ASSUMPTION OF
LEASE AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF
LEASE AGREEMENT (this
“ Assignment” ) is made and entered into as of
June 8, 2009 by and among COFFMAN STAIRS, LLC , a
Delaware limited liability company ( “ Assignor
”) and WM COFFMAN LLC , a Delaware limited liability
company (“ Assignee ”).
RECITALS
WHEREAS , pursuant to the Lease Agreement dated as of
March 30, 2007 (as amended and restated from time to time, the
“ Lease ”), by and among AGNL Coffman, L.L.C.
(“ AGNL Coffman ”), as Landlord, and Coffman
Stairs, LLC (“ Coffman Stairs ”) and Visador
Holding Company (“ Visador ”), jointly and
severally, as Tenant, AGNL Coffman leased to Coffman Stairs and
Visador the premises located at 1000 Industrial Road, 1500
Industrial Road and 320 Johnston Road in Marion, Virginia (the
“ Premises ”);
WHEREAS , pursuant to the Asset Purchase Agreement dated
as of June 8, 2009 (the “ Asset Purchase
Agreement ”) by and among Assignor and Assignee, Assignor
has agreed to sell to Assignee, and Assignee has agreed to purchase
from Assignor, substantially all of Assignor’s assets,
including, without limitation, all of Assignor’s right, title
and