EXHIBIT 10.15
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT (this "Agreement") made and entered into this
26th day of September, 1996 by XXXXXX & XXXXX, INC., a Louisiana corporation
("FRI Louisiana"), in favor of XXXXXX & XXXXX, INC., a Delaware corporation (the
"Company").
WHEREAS, pursuant to an Indenture dated as of September 26, 1996 by
and among the Company, FRI Louisiana (as Subsidiary Guarantor) and Fleet
National Bank, Trustee (the "Indenture"), the Company issued $160,000,000 of its
9 3/4% Senior Subordinated Notes due 2006 (the "Notes"); and
WHEREAS, substantially all of the net proceeds from the issuance of
the Notes are being transferred by the Company to FRI Louisiana to be used in
its business;
NOW, THEREFORE, in consideration of such transfer of net proceeds and
for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged, FRI Louisiana hereby agrees as follows:
1. Subject to the conditions and limitations hereinafter set forth,
FRI Louisiana hereby assumes and agrees to perform, pay and discharge, as a
primary obligor, all duties, obligations, debts and liabilities of the Company
in respect of the $160,000,000 Notes initially issued pursuant to the Indenture
(the "Assumed Obligation").
2. Each of FRI Louisiana and the Company acknowledge and agree that
(i) nothing contained in this Agreement shall modify or impair the rights and
obligations of the Company under either the Notes or the Indenture, (ii) the
Company shall remain liable for all such Assumed Obligations as a co-obligor and
(iii) this Agreement shall not modify or impair any obligation or rights of FRI
Louisiana under any Subsidiary Guarantee (as defined in the Indenture) executed
and delivered by FRI Louisiana in accordance with the Indenture.
3. Anything in this Agreement or elsewhere to the contrary
notwithstanding, in no event shall FRI Louisiana be required to assume, or be
deemed to have assumed, any duties, obligations, debts or liabilities of the
Company other than the Assumed Obligations.
4. The obligations of FRI Louisiana under this Agreement are limited
to the maximum amount as will, after giving effect to all other contingent and
fixed liabilities of FRI Louisiana (including without limitation any liabilities
and obligations under any Subsidiary Guarantee) and after giving effect to any
collections from or payments made by or on behalf of any other Subsidiary
Guarantor (as such term is defined in the Indenture) in respect of the
obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or
pursuant to its contribution obligations under the Indenture, result in the
obligations of FRI Louisiana under this Agreement not constituting a fraudulent
conveyance or fraudulent transfer.
5. This Agreement shall be binding upon FRI Louisiana and its
successors and assigns and inure solely to the benefit of the Company and its
successors and assigns.
6. This Agreement shall terminate, and the assumptions by FRI
Louisiana of the Assumed Obligations shall cease to be effective whereupon such
obligations shall remain the obligations of the Company, upon the full and final
discharge or release of FRI Louisiana of its obligations under its Subsidiary
Guarantee.
7. No stockholder, officer, director or incorporator, as such, past,
present or future, of the Company or of FRI Louisiana shall have any personal
liability under this Agreement by reason of his or its status as such
stockholder, officer, director or incorporator.
8. This Agreement shall be governed by and construed in accordance
with the law of the State of New York, without regard to principles of conflicts
of laws.
IN WITNESS WHEREOF, FRI Louisiana and the Company have executed this
Agreement as of the date first above written.
XXXXXX & XXXXX, INC.,
a Louisiana corporation
By:
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Name:
Title:
XXXXXX & XXXXX, INC.,
a Delaware corporation
By:
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Name:
Title:
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