EXHIBIT 10.4.3
ASSETS ASSIGNMENT
This ASSETS ASSIGNMENT (the "Assignment") is entered into as of this 1st
day of February, 2001 by and among E-COMMERCE SUPPORT CENTERS, INC., a North
Carolina corporation (the "Company"), and GIBRALTER PUBLISHING, INC., a North
Carolina corporation ("Gibralter").
WITNESSETH
WHEREAS, the Company is in the business of selling and providing outsourced
customer support services to entities with electronic commerce initiatives (the
"Business"); and
WHEREAS, Gibralter owns certain tangible and intangible assets (the "Option
Assets", as defined below) currently used in the business operations of the
Company; and
WHEREAS, the Company has granted to Gibralter the option to sell the Option
Assets to the Company and Gibralter has granted to the Company the option to buy
the Option Assets from Gibralter pursuant to the terms and conditions of that
certain Option Agreement between the Company and Gibralter dated as of April 13,
2000, as amended by that certain First Amendment to Option Agreement dated as of
the 1st day of February, 2001 (the "First Amendment to Option Agreement") (the
"Option Agreement"); and
WHEREAS, the Company and Gibraltar desire this Assignment to effect a
legally valid assignment of title from Gibralter to the Company in and to the
Option Assets;
NOW THEREFORE, in consideration of the Option Assets and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties, intending to be legally bound hereby, agree as
follows (all capitalized terms used herein and not otherwise defined shall have
their respective meanings as set forth in the Option Agreement):
1. TRANSFER OF TITLE TO THE OPTION ASSETS. Gibralter hereby
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unconditionally sells, assigns, grants, bargains and transfers to the Company,
and its successors and assigns, all of the right, title and interest of
Gibralter, vested and contingent, in and to the Option Assets described on
EXHIBIT A attached hereto.
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2. REPRESENTATIONS AND WARRANTIES BY GIBRALTER. In addition to the
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representations and warranties set forth in the Option Agreement, as amended,
Gibralter represents and warrants that it has good, valid, marketable, legal and
beneficial title to (or a valid leasehold interest in) all of the Option Assets
and is the lawful owner or lessee of the Option Assets, free and clear of all
liens of any kind and nature whatsoever, except as are described in EXHIBIT A
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attached hereto. The equipment and other tangible personal property constituting
part of the Option Assets (whether owned or leased) have been maintained in
accordance with industry standards, are in good condition and repair (subject to
normal wear and tear) and are adequate in quantity and quality for the operation
of the Company's Business as presently conducted. Except as described in
EXHIBIT A attached hereto, there are no outstanding options, warrants,
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commitments, agreements or any other rights of any character, entitling any
person other than the Company to acquire any interest in all, or any part of,
such Option Assets.
3. LIENS ON OPTION ASSETS. Except in accordance with that certain
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Security Agreement dated as of the 1st day of February, 2001 (the "Security
Agreement") in favor of Gibralter, the parties hereto agree that there shall be
no liens of any kind or nature whatsoever on the Option Assets until such time
as Promissory Note A is paid and satisfied in full. The Company represents and
warrants that, except for the Security Agreement, from the date hereof until
such time as the Company satisfies all of its obligations under Promissory Note
A, the Company shall not permit or cause to occur any lien to become attached to
any of the Option Assets. Any breach of these representations and warranties
shall constitute a default hereunder.
4. ASSIGNABILITY OF ASSIGNED CONTRACTS. Gibralter hereby agrees that
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it shall use its best efforts to secure the assignability of the Assigned
Contracts within a reasonable time following the date hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment
under seal as of the year and date first above written.
GIBRALTER PUBLISHING, INC.
a North Carolina corporation
ATTEST: By: /s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx, President
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Secretary
[CORPORATE SEAL]
E-COMMERCE SUPPORT CENTERS, INC., a
North Carolina corporation
ATTEST: By: /s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx, President
/s/ Xxxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx, Secretary
[CORPORATE SEAL]
EXHIBIT A
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OPTION ASSETS
