EXHIBIT 10.11(h)
EXHIBIT G/FRA
NOTE ASSUMPTION AGREEMENT
THIS NOTE ASSUMPTION AGREEMENT is made and entered into this 5th day of
November 1997, by and between I.C. Xxxxxx & Company L.P., a Delaware limited
partnership ("Xxxxxx") and Ambra Inc., a Delaware corporation ("Ambra").
W I T N E S S E T H:
WHEREAS, Xxxxxx has agreed to sell, transfer and assign to Ambra, and
Ambra has agreed to purchase and accept from Xxxxxx certain assets of Xxxxxx
pursuant to a Foreign Boss Rights Acquisition Agreement entered into on
September 30, 1997 between Xxxxxx and Ambra (the "Acquisition Agreement");
WHEREAS, Ambra has agreed to assume, pay and fully discharge all
obligations of Xxxxxx under that certain Promissory Note of even date hereof of
Xxxxxx issued to Brookhurst, Inc. (the "Note");
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, it is agreed as follows:
1. Capitalized terms used herein and not defined herein shall have the
meanings given such terms in the Acquisition Agreement.
2. Ambra hereby fully, unconditionally and irrevocably assumes and
covenants to fully pay and fully discharge all obligations of Xxxxxx under the
Note.
3. Xxxxxx hereby assigns to Ambra all its rights under the Note free and
clear of all Encumbrances made, created or caused by Xxxxxx.
4. Ambra shall indemnify and hold harmless Xxxxxx against any and all
costs, expenses and damages incurred by Xxxxxx and resulting from Ambra's
failure to fully pay and fully discharge all obligations under the Note.
5. Ambra hereby covenants to execute and deliver to Xxxxxx such further
assurances of this Assumption Agreement as Xxxxxx may require from time to time.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
the day, month and year first above written.
I.C. XXXXXX & COMPANY L.P., a Delaware
limited partnership
By: I.G. Design, Inc.,
a Delaware corporation, its
general partner
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman and Chief
Co-Executive Officer
By: /s/ Xxxxxx X. Xxxx
--------------------------------------
Name: Xxxxxx X. Xxxx
Title: President and Co-Chief
Executive Officer
AMBRA INC.
By: /s/ Jorg-Xxxxx Xxxxxx
--------------------------------------
Name: Jorg-Xxxxx Xxxxxx
Title: Chairman
By: /s/ Xxxx-Xxxxxx Xxxxxx
--------------------------------------
Name: Xxxx-Xxxxxx Xxxxxx
Title: Vice President
