Exhibit 10.1
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement ("Agreement") is made and entered
into this 19th day of February, 2002 intended to be effective as of January 7,
2002, by and between Champion Trailer, Inc., an Indiana corporation ("Champion")
and DW Leasing, LLC, an Indiana limited liability company ("DW Leasing").
WITNESSETH:
WHEREAS, Champion entered into and executed a Manufacturing Agreement with
DW Leasing and has also entered into a Financing Agreement with Evernham
Motorsports dated September 20, 2001 (the "Documents"); and
WHEREAS, pursuant to the terms of the Manufacturing Agreement, DW Leasing
has made progress payments to Champion in respect of three (3) Trailers
constructed to the specifications of Evernham Motorsports, which progress
payments total in amount to $550,446.61; and
WHEREAS, DW Leasing now desires to acquire directly all of Champion's
rights, title and interest related to the Documents and the Trailers as well as
to assume each and every obligation or liability of Champion of any kind, nature
and description under the Manufacturing Agreement and Financing Agreement and
related Documents, 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, Champion and
DW Leasing, intending to be legally bound, hereby agree as follows:
ARTICLE I - ASSIGNMENT AND ASSUMPTION
1.1 Assignment. Champion hereby assigns, transfers, conveys and delivers to
DW Leasing all of its respective rights, title and interests pursuant to the
Manufacturing Agreement, and the Financing Agreement and any other document,
agreement, contract, memorandum or otherwise ancillary or related to the
transactions contemplated by the Manufacturing Agreement and Financing
Agreement.
1.2 Assumed Liabilities. DW Leasing 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 Champion that Champion
assumed by virtue of executing the Manufacturing Agreement and Financing
Agreement and such other liabilities and obligations of, and matured and
unmatured claims against Champion relating to the Manufacturing Agreement or the
Financing Agreements.
1.3 Further Assurances. Champion 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 vesting in the DW Leasing the full right, title and
interest of Champion granted under the Manufacturing Agreement and Financing
Agreement, enabling DW Leasing to enjoy and carry out the intent and purposes of
this Agreement. DW Leasing will, without further consideration, at any time and
from time to time, at the request of Champion 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 Champion by DW Leasing
arising by reason of its execution of the Manufacturing Agreement and Financing
Agreement 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 Champion and DW Leasing 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.
Champion Trailer, Inc.
By: /s/ Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx, President DW
DW Leasing, LLC
By: /s/ Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx, Managing Member
