Exhibit 10.2
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement ("Agreement") is made and entered
into this 20th day of February, 2002 intended to be effective as of January 9,
2002, by and between DW Leasing, LLC, an Indiana limited liability company ("DW
Leasing") and Fair Holdings, Inc., an Indiana limited liability company ("Fair
Holdings").
WITNESSETH:
WHEREAS, DW Leasing has purchased certain Champion Racing Transporters,
financing arrangements, leases and progress payments from Champion Trailer, Inc.
(the "Transferred Property"); and
WHEREAS, agreed to purchase the Transferred Property; and Fair Holdings has
paid DW Leasing the sum of $800,582.40 in consideration of the Transferred
Property; and
WHEREAS, Fair Holdings now desires to acquire directly all of DW Leasing's
rights, title and interest related to the Transferred Property as well as to
assume each and every obligation or liability of DW Leasing of any kind, nature
and description under the Documents related to the Transferred Property, which
are attached hereto as Exhibit "A".
NOW, THEREFORE, in consideration of the mutual undertakings and covenants
set forth in this Agreement, and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, DW Leasing
and Fair Holdings, intending to be legally bound, hereby agree as follows:
ARTICLE I - ASSIGNMENT AND ASSUMPTION
1.1 Assignment. DW Leasing hereby assigns, transfers, conveys and delivers
to Fair Holdings all of its respective rights, title and interests in and to the
Transferred Property.
1.2 Assumed Liabilities. Fair Holdings hereby assumes and agrees to pay,
perform and discharge fully as and when due all of the liabilities, including,
without limitation, all of the obligations and duties of DW Leasing that DW
Leasing assumed by virtue of executing the various documents set forth at
Exhibit "A" and such other liabilities and obligations of, and matured and
unmatured claims against DW Leasing relating to the Transferred Property
including the obligations to continue progress payments to Champion Trailer,
Inc. until the Transferred Property is completed and is ready for delivery.
1.3 Further Assurances. DW Leasing will, without further consideration, at
any time and from time to time at the request of Fair Holdings do, execute,
acknowledge, obtain and deliver any and all instruments as may reasonably be
required for the purpose of vesting in the Fair Holdings the full right, title
and interest of DW Leasing granted under the Transferred Property, enabling Fair
Holdings to enjoy and carry out the intent and purposes of this Agreement. Fair
Holdings will, without further consideration, at any time and from time to time,
at the request of DW Leasing do, execute, acknowledge, obtain and deliver any
and all instruments as may reasonably be required for the purpose of effecting
the assumption of any liabilities of DW Leasing by Fair Holdings arising by
reason of its execution of the Transferred Property documents thereby carrying
out the intent and purpose of this Agreement.
ARTICLE II - MISCELLANEOUS
2.1 Binding Effect. This Agreement will be binding upon and will inure to
the benefit of DW Leasing and Fair Holdings and their respective successors and
permitted assigns.
2.2 Miscellaneous. Captions and section headings are for convenience only,
are not a part of this Agreement, and may not be used in construing it. Any
failure by any party to comply with any of the obligations set forth in this
Agreement may be waived by the other party, but any such waiver must be in
writing and will not be deemed a waiver of any other obligation, agreement or
condition contained in this Agreement. Each of the parties agrees to cooperate
in the effectuation of the transactions contemplated under this Agreement and to
execute any and all additional documents and to take such additional actions as
is reasonably necessary for such purposes.
2.3 Amendments. There are no verbal agreements, representations,
warranties, undertakings, or agreements between the parties, and this Agreement
may not be amended or modified in any respect except by a written instrument
signed by the parties to this Agreement.
2.4 Governing Law. This Agreement is to be governed by and construed in
accordance with the laws of the State of Indiana.
2.5 Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which when taken together, will deemed to constitute one
and the same Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment and
Assumption Agreement on the date first above written.
DW Leasing, LLC
By:/s/ Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx, Managing Member
Fair Holdings, Inc.
By:/s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx, Secretary
