EXHIBIT 10.11(j)
AGREEMENT REGARDING CONSENT TO RELEASE
AND WAIVER OF BROOKHURST NOTE CLAIMS
THIS AGREEMENT made as of the 5th day of November, 1997, by and among
HUGO BOSS A.G., a corporation organized and existing under the laws of the
Federal Republic of Germany ("Hugo Boss") and I.C. ▇▇▇▇▇▇ & COMPANY L.P., a
limited partnership organized and existing under the laws of the State of
Delaware ("▇▇▇▇▇▇").
Recitals; Certain Defined Terms
▇. ▇▇▇▇▇▇ has agreed to execute and deliver to Brookhurst, Inc., a
corporation organized and existing under the laws of the State of California
("Brookhurst") a Promissory Note in the principal amount of $11,000,000
("Brookhurst Note"), as part of the purchase price under that certain Worldwide
Rights Acquisition Agreement between ▇▇▇▇▇▇ and Brookhurst ("Worldwide
Acquisition Agreement") dated September 30, 1997.
B. Ambra, Inc., a corporation organized and existing under the laws of the
State of Delaware ("Ambra") has agreed to assume all of ▇▇▇▇▇▇ obligations under
the Brookhurst Note pursuant to the terms of a Note Assumption Agreement dated
on or about the same date as this Agreement.
▇. ▇▇▇▇ Boss has agreed to execute and deliver to Brookhurst a Guaranty of
the Brookhurst Note ("Hugo Boss Guaranty").
D. Brookhurst has agreed to release ▇▇▇▇▇▇ from all obligations under the
Brookhurst Note at such time as Ambra assumes the obligations of ▇▇▇▇▇▇ under
the Brookhurst Note, and Hugo Boss provides the Hugo Boss Guaranty to
Brookhurst.
NOW, THEREFORE, in consideration of the foregoing, and the receipt of One
Dollar ($1.00) and other good and valuable consideration, the receipt of which
is hereby acknowledged, Hugo Boss hereby agrees as follows for the benefit of
▇▇▇▇▇▇.
1. Hugo Boss hereby irrevocably consents to the full release of ▇▇▇▇▇▇
from all liability under the Brookhurst Note and agrees to be bound by that
release in accordance with the provisions of the Brookhurst Note.
2. Hugo Boss shall not have any recourse whatsoever to ▇▇▇▇▇▇ or ▇▇▇▇▇▇'
assets at any time for any obligations under the Brookhurst Note, and hereby
irrevocably waives any claims that Hugo Boss may have against ▇▇▇▇▇▇ and ▇▇▇▇▇▇'
assets in respect of the Brookhurst Note. Without limiting the generality of the
foregoing, if Hugo Boss shall pay or perform its obligations under the Hugo Boss
Guaranty or under the Brookhurst Note, Hugo Boss shall not have, and hereby
irrevocably waives, any claim, including without limitation any claim for
reimbursement, contribution or indemnity from ▇▇▇▇▇▇ or its partners to which
Hugo Boss may be entitled at any time under applicable law relating to the Hugo
Boss Guaranty or the Brookhurst Note, whether in Hugo Boss' capacity as a
guarantor, endorser,
-1-
surety, or co-obligor or in any other capacity. Nothing set forth herein shall
be deemed to affect the indemnification obligations of ▇▇▇▇▇▇ to Ambra under the
Foreign Boss Rights Acquisition Agreement between Ambra and ▇▇▇▇▇▇.
3. This Agreement shall be binding upon Hugo Boss and its successors and
assigns.
In Witness Whereof, and intending to be legally bound hereby, Hugo Boss
and ▇▇▇▇▇▇ execute this Agreement as of the date first above written.
HUGO BOSS A.G.
By: /s/ Jorg-▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Name:
Title:
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Name:
Title:
I.C. ▇▇▇▇▇▇ & COMPANY L.P.
By: I.G. Design, Inc., its general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman and Co-Chief
Executive Officer
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President and Co-Chief
Executive Officer
-2-
