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Exhibit 10.11A
EXECUTIVE NOTES ASSIGNMENT AND ASSUMPTION AGREEMENT
This EXECUTIVE NOTES ASSIGNMENT AND ASSUMPTION AGREEMENT (the
"Agreement" is made as of JULY 31, 1997, by and among Sovereign Specialty
Chemicals, L.P., a Delaware limited partnership (the "Partnership"), Sovereign
Specialty Chemicals Corporation (the "General Partner") and Sovereign Specialty
Chemicals, Inc., a Delaware corporation (the "Corporation").
WHEREAS, the Partnership and the General Partner wish to assign
certain assets and all of their rights, interest and obligations under certain
contracts to the Corporation;
WHEREAS, the Corporation wishes to assume the obligations of the
Partnership and the General Partner under such contracts.
NOW, THEREFORE, the parties hereto agree as follows:
1. Assignment. the Partnership and the General Partner hereby assign
to the Corporation the following assets and all of the Partnership's and the
General Partner's rights, interests and obligations under any of the following
contracts:
(a) the Executive Note issued on March 31, 1996 to the
Partnership by Xxxxxx X. Xxxxxx in the principal amount of $110,000;
(b) the Executive Note issued on August 16, 1996 to the
Partnership by Xxxx Xxxxxx in the principal amount of $125,000;
(c) the Executive Note issued on August 16, 1996 to the
Partnership by Xxxxxxx Xxxxxxxx in the principal amount of $125,000;
(d) the Executive Note issued on June 1, 1997 to the Partnership
by Xxxxxxx Xxxxxxx in the principal amount of $15,000;
(e) the Executive Note issued on June 1, 1997 to the Partnership
by Xxxxxxx Xxxxxxx in the principal amount of $13,700;
(f) the Executive Note issued on October 7, 1996 to the
Partnership by Xxxxxxx Xxxxxxxx in the principal amount of $62,500;
(g) the Executive Note issued on October 15, 1996 to the
Partnership by Xxxx Xxxxxxxxx in the principal amount of $27,500;
(h) the Executive Note issued on July 31, 1997 to the Partnership
by Xxxx Xxxxxxxxx in the principal amount of $30,000;
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(i) the Executive Note issued on October 7, 1996 to the Partnership
by Xxxxx Xxxx in the principal amount of $7,500;
(j) the Executive Note issued on January 5, 1998 to the Partnership
by Xxxxxx X. Xxxxxxx in the principal amount of $50,000;
(k) the Executive Note issued on July 1, 1998 to the Partnership by
Xxxxx Xxxxx Xxxxxxx in the principal amount of $45,000;
(l) the Executive Note issued on September 29, 1998 to the
Partnership by Xxxxxxxxx Xxxxx in the principal amount of $148,500; and
(m) the Executive Note issued on March 10, 1998 to the Partnership
by Xxxxxxx X. Xxxxx in the principal amount of $255,000.
2. Assumption. The Corporation hereby assumes all obligations, including
but not limited to, obligations to make lease, salary or consulting fee
payments, of the General Partnership and the Partnership under all of the
agreements specified in paragraph 1.
3. Counterparts. This Agreement may be executed in one or more
counterparts (including by means of telecopied signature pages), each of which
shall be deemed an original, but all of which shall together constitute one and
the same agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of July 31,
1997.
SOVEREIGN CHEMICALS CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Its:
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SOVEREIGN SPECIALTY CHEMICALS, L.P.
By: /s/ Xxxxxx X. Xxxxxx
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Its:
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SOVEREIGN SPECIALITY CHEMICALS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Its: President & CEO
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