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ASSIGNMENT FOR THE BENEFIT OF CREDITORS AND SHARING AGREEMENT
This agreement for an assignment for the benefit of creditors and
sharing agreement ("A/F/B/C") is made this 20th day of February, 1998 among (a)
Foxboro Harness, Inc., a corporation duly organized and existing under the laws
of the Commonwealth of Massachusetts, (b) Xxxxx X. Xxxxxxx, having a usual place
of business c/o Gargill, Sassoon & Xxxxxxx, LLP, 00 Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx, 00000 and (c) others who may become parties to this agreement in
accordance with the terms hereof, who hereby agree as follows:
RECITALS
A. Foxboro Harness, Inc. has been forced by its financial
circumstances to wind up its business and to liquidate and distribute its
assets;
B. Foxboro Harness, Inc. is unable to pay its obligations to its
creditors as they become due;
C. Foxboro Harness, Inc. wishes to provide a mechanism for the
liquidation of its assets and the distribution of the proceeds to its creditors;
D. Foxboro Harness, Inc. has determined that the most efficient
and economical mechanism to accomplish this purpose is to make an A/F/B/C;
X. Xxxxx A. Sassoon has agreed to accept the assignment of assets
by Foxboro Harness, Inc. for the benefit of its creditors, subject to the terms
and conditions hereof; and
F. Those Creditors (as hereinafter defined) who assent to this
agreement as provided below will be entitled to participate in the distribution
of the proceeds of the liquidation of assets subject to the terms and conditions
hereof.
NOW, THEREFORE, Foxboro Harness, Inc. and Xxxxx X. Xxxxxxx and those
Creditors who assent hereto, hereby agree as follows:
1. DEFINITIONS:
1.1 Affiliate A/F/B/C's: The A/F/B/C's made this day by (a)
Foxboro Thoroughbred, Inc. as debtor to Xxxxx X. Xxxxxxx as assignee, and (b)
Foxboro Park, Inc. as debtor to Xxxxx X. Xxxxxxx as assignee. Each separately an
"Affiliate A/F/B/C" and collectively the "Affiliate A/F/B/C's."
1.2 Affiliate Creditor: Any person or entity that holds a claim
against Foxboro Thoroughbred, Inc., and/or Foxboro Park, Inc., that arose on or
before the date of this
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agreement or from a contract entered into before the date hereof that would be
allowable in a proceeding under Chapter 7 of the United States Bankruptcy Code
assuming such a proceeding were initiated by Foxboro Thoroughbred, Inc., and/or
Foxboro Park, Inc., as the case may be, on the date hereof.
1.3. Affiliate Assenting Creditors: Those Affiliate Creditors who
assent to an Affiliate A/F/B/C as provided therein.
1.4 Aggregate Claims: The sum of (a) all claims against Foxboro
Harness, Inc. held by Assenting Creditors (as hereinafter defined) and (b) all
claims held by Affiliate Assenting Creditors.
1.5 Assets: Those assets described in Section 2.1 below.
1.6 Assenting Creditors: Those Creditors (as hereinafter defined)
who assent to this agreement as provided below.
1.7 Assignee: Xxxxx X. Xxxxxxx or any successor appointed
according to the terms hereof.
l.8 Creditor: Any person or entity that holds a claim against
Foxboro Harness, Inc. that arose on or before the date of this agreement or from
a contract entered into before the date hereof that would be allowable in a
proceeding under Chapter 7 of the United States Bankruptcy Code assuming such a
proceeding were initiated by Foxboro Harness, Inc. on the date hereof.
1.9 Debtor: Foxboro Harness, Inc.
1.10 Foxboro Creditors: All Assenting Creditors under this A/F/B/C,
and all Affiliate Assenting Creditors under the Affiliate A/F/B/C's.
1.11 Foxboro Entities: Foxboro Park, Inc., Foxboro Thoroughbred,
Inc., and Foxboro Harness, Inc.
1.12 HWD: Xxxxxxxx, Xxxxxxx & Xxxxxxx, A Professional Corporation,
000 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000.
1.13 Kraft Litigation: Those certain lawsuits commenced in the
Norfolk County Superior Court and originally docketed as Civil Action Nos.
96-02082, 96-02096 and 96-02343 involving Foxboro Realty Associates LLC, ET AL.,
Foxboro Park, Inc., ET AL., and New England Harness Horsemen's Association, and
disputes over possession of Foxboro Park, fraud, the existence of a lease, and
other matters.
1.14 Litigation Assets: The Debtor's interest in the Kraft
Litigation and the OUTS Litigation (as hereinafter defined).
1.15 Listed Creditors: Those Creditors identified on Exhibit B to
this agreement.
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1.16 OUTS Litigation: That certain case or cases styled as
Wonderland Greyhound Park, Inc, Foxboro Harness, Inc. and Foxboro Park, Inc. v.
Massachusetts State Racing Commission, in which Wonderland (as hereinafter
defined) and some or all of the Foxboro Entities are pursuing claims and causes
of action seeking to recover and to be relieved of an obligation to pay over to
the Massachusetts Racing COmmission uncollected winning race tickets with
respect to so-called simulcast races.
1.17 Priority Creditors: The United States of America, to the
extent entitled to priority under 31 U.S.C. Section 3713 and those Creditors who
would be entitled to priority under Section 507(a) of the United States
Bankruptcy Code in effect on the date hereof, as modified in Section 4.7 below.
Claims of the Pension Benefit Guaranty Corporation ("PBGC") shall be considered
a debt due The United States of America under 31 U.S.C. Section 3713.
1.18 Secured Creditors: Those Creditors holding valid, perfected
and enforceable liens on the Assets or any portion thereof, to the extent of the
value of their collateral.
1.19 Security Agreement: The security agreement made this day
between the Debtor and the Assignee whereby Debtor grants to Assignee a security
interest in the Litigation Assets, which security interest is more fully
described therein.
1.20 Westwood: The Westwood Group, Inc., a Delaware corporation,
with a principal place of business in Revere, Massachusetts.
1.21 Westwood Claims: Those loan balances due to Westwood from the
Foxboro Entities totaling $10,258,590.00 as of the date hereof.
1.22 Wonderland: Wonderland Greyhound Park, Inc., a Massachusetts
corporation, with a principal place of business in Revere, Massachusetts.
2. ASSIGNMENT:
2.1 The Debtor hereby grants, bargains, sells, conveys, assigns
and transfers to the Assignee all of its real and personal property wherever
located either within or without the Commonwealth of Massachusetts (hereinafter
the "Assets"), including, without limitation, the following, but excepting,
however, the Litigation Assets as described in Section 2.2 herein:
(a) inventory including without limitation all goods,
merchandise, raw materials, goods and work in process, finished goods,
and other tangible personal property now owned or hereafter acquired
and held for sale or lease or furnished or to be furnished under
contracts of service or consumed in Debtor's business;
(b) accounts receivable including without limitation all
accounts, contracts, contract rights, notes, bills, drafts,
acceptances, instruments, documents,
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chattel paper, choses in action, and all other debts, obligations and
liabilities in whatever form, owing to Debtor from any person, firm or
corporation or any other legal entity, whether now existing or
hereafter arising, now or hereafter received by or belonging or owing
to Debtor, for goods sold by it or for services rendered by it, or
however otherwise same may have been established or created, all
guaranties and securities therefor, all right, title and interest of
Debtor in the merchandise or services which gave rise thereto,
including the rights of reclamation and stoppage in transit and all
rights of an unpaid seller of merchandise or services;
(c) equipment including without limitation all furniture,
fixtures, machinery, equipment, molds, tools, dies, motor vehicles and
other goods (as defined in Article 9 of the Uniform Commercial Code)
whether now owned or hereafter acquired by Debtor and wherever located,
all replacements and substitutions therefor or accessions thereto;
(d) general intangibles including without limitation, tax
refunds, the corporate name and all product names; and
(e) all products and proceeds from any of the foregoing
including without limitation all proceeds of credit, fire or other
insurance; and
(f) all books and records.
2.2 The Debtor specifically does not grant, sell, convey, assign
or transfer to the Assignee the Litigation Assets, which are retained by the
Debtor. Pursuant to the terms of the Security Agreement, the Debtor has granted
to the Assignee a security interest in the Litigation Assets, as more fully
described therein, for the purpose of providing security for certain of the
Debtor's other agreements as contained in Section 5.2 herein.
2.3 The Debtor does hereby constitute the Assignee and his
successors, the attorney and attorneys in fact of said Debtor, irrevocably and
coupled with an interest, with power of substitution in the name of the Debtor
to take any act necessary or proper to the exercise of his duties hereunder.
2.4 The Debtor will execute and deliver any confirmatory renewal,
supplemental or new instrumentation or affidavit and will take any additional
actions which the Assignee reasonably determines may be necessary to perfect the
transfer of the Assets to or by him or as otherwise required by law.
3. POWERS AND DUTIES OF ASSIGNEE: The Assignee, in all instances in the
exercise of his reasonable discretion, shall have the following powers and
duties:
3.1 To hold the Assets in trust for the benefit of Assenting,
Priority and Secured Creditors.
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3.2 To manage, sell, lease, mortgage or pledge the Assets for such
consideration and on such terms and conditions and to operate the business of
the Debtor as he deems appropriate to conduct an orderly liquidation of the
Assets and to realize their reasonable liquidation value.
3.3 To incur and pay the actual and necessary costs of managing,
operating, preserving, liquidating and distributing the Assets, including
without limitation, reasonable wages, salaries, commissions, professional fees
(including without limitation fees to the Assignee), rents, insurance premiums,
maintenance charges, supplies, utilities and taxes. Such costs shall include
without limitation any costs of formal dissolution proceedings and costs of
so-called tail insurance coverages.
3.4 To institute or defend suits, legal or equitable proceedings
incident to the liquidation and distribution of the Assets.
3.5 To execute and deliver deeds, bills of sale or other
instruments of transfer or conveyance.
3.6 To deposit any funds of this A/F/B/C in any bank or trust
company, and entrust to such bank or trust company, or to a safe deposit company
for safekeeping, any of the securities, monies, documents and papers belonging
to or relating to the Assignee and to delegate to any other person or persons,
as he may determine, the power to deposit, withdraw and draw checks on any funds
of the A/F/B/C.
3.7 To distribute all proceeds received or realized by him under
this A/F/B/C, and thereafter to terminate this A/F/B/C by a written declaration
to that effect signed by him and thereupon all further duties, liabilities and
obligations of the Assignee hereunder shall cease and terminate and this A/F/B/C
shall be at an end.
3.8 Notwithstanding any other provisions herein contained, to
receive and hold the Assets and any other property, whether real or personal
received by him hereunder, or any of the same, and to act hereunder, if he
should so desire, in his name, or in the name or names of any nominee or
nominees designated by him, for so long as he, in his sole discretion may
determine, and in such manner as not to give notice that such property is
affected by this A/F/B/C. The Assignee hereby agrees, in respect to any property
to be administered hereunder and held in his name to make or cause to be made,
any and all transfers and conveyances necessary to vest the title to same in any
successor Assignees hereunder or their nominee or nominees.
3.9 To construe any of the provisions of this A/F/B/C and to act
on any such construction, and his construction of the same and any action taken
in good faith pursuant thereto shall be final and conclusive on all parties in
interest.
3.10 To refuse to accept, to reassign or to abandon any Assets
which the Assignee believes would not be beneficial to this A/F/B/C.
3.11 The Assignee may resign at any time by delivery of a
resignation in writing to the Debtor and to the Assenting Creditors and may be
removed at any time by
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a writing or writings signed by no less than two-thirds in number and amount of
the Assenting Creditors. In such case, a successor Assignee may be appointed by
the Debtor with the concurrence of a majority of amount of the Assenting
Creditors.
3.12 The Assignee shall be entitled to indemnity against any and
all liability either in contract or tort, which he may incur or to which he may
be subject, out of the trust property. In every written contract, note, lease,
deed or mortgage which the Assignee may make, reference shall be made to this
instrument, and anyone contracting with the Assignee shall look only to the
trust property for payment under such contract or for the payment of any
mortgage, note, judgment, or decree or of any money that may otherwise become
due and payable by reason of the failure on the part of the Assignee to perform
such contract in whole or in part, or for any other cause, and the Assignee
shall not be personally liable therefor. The omission of such reference,
however, shall not constitute a waiver of the foregoing provisions and shall not
render the Assignee personally liable.
3.13 The Assignee shall not be liable for any error of judgment or
for any action or failure to act, done or suffered or for any decision made in
good faith.
3.14 Any act or thing done by the Assignee, or by the duly
authorized agents or representatives of the Assignee, shall, as to all persons
dealing with such Assignee or such duly authorized agents and representatives of
the Assignee, be conclusively deemed to be within the purposes of this A/F/B/C
and within the powers of the Assignee. No person dealing with the Assignee or
with any duly authorized agent or representative of the Assignee shall be bound
to see to the application of any funds or property passing into his hands or
control.
3.15 Any certificate signed by the Assignee setting forth as facts
any matters affecting the A/F/B/C or the powers and authority of the Assignee
under this assignment or with respect to any action taken by the Assignee or the
beneficiaries, including a statement as to who is the Assignee or who are the
beneficiaries shall be conclusive evidence as to the existence of the alleged
facts, powers, authority or action in favor of all persons acting in reliance
thereon.
3.16 The Assignee may from time to time employ such counsel and
such accountants as he, in his sole discretion, shall deem necessary and
advisable, including without limitation, counsel and accountants formerly or
currently employed by the Debtor.
3.17 The Assignee, before proceeding to act and immediately on
acceptance of his trust, shall give written notice by mail or otherwise to all
known creditors of the Debtor of such assignment and his acceptance hereof, and
shall deposit with the clerks of the City of Foxboro, Massachusetts and of the
City of Revere, Massachusetts, together with the appropriate fee, a copy of this
agreement.
3.18 At least fifteen (15) days before any distribution of any
assets, the Assignee shall furnish to all Assenting Creditors and to all other
creditors having claims
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in excess of Three Hundred Dollars ($300.00), a statement in writing indicating
the total assets of the trust, the total liabilities of the trust, and
administrative costs, Assignee/trustee fees, legal fees, and other miscellaneous
expenses.
3.19 The Listed Creditors include the identity, address and amount
due to Creditors according to Debtor's books and records.
4. RIGHT AND DUTIES OF CREDITORS:
4.1 A Creditor shall become an Assenting Creditor and a party to
this A/F/B/C and a beneficiary hereunder by filing with the Assignee a written
assent substantially in the form of Exhibit A annexed hereto within sixty (60)
days hereof or within such further time as the Assignee may grant in his
discretion. A creditor who does not so execute or accept this instrument, shall
not be entitled to any benefits herefrom.
4.2 Upon the filing by a creditor of an assent and upon its
acceptance by the Assignee, each such Assenting Creditor shall be deemed to have
acquired a pro rata participating interest in all Assets, subject to the
priorities set forth below and subject to the other agreements set forth in
Section 5 hereto, equal to the proportion which the allowed claim of such
Assenting Creditor shall bear to the aggregate of the allowed claims of all
Assenting Creditors.
4.3 Except as specifically set forth in Section 4.4, the
submission of an assent to this A/F/B/C shall not operate as a waiver, release
or suspension of any rights by way of guaranty, security or otherwise which such
Assenting Creditor may have against any person other than the Debtor.
4.4 Notwithstanding anything to the contrary herein, the
submission of an assent to this A/F/B/C shall operate as a release of any claims
which could be asserted by an Assenting Creditor seeking to avoid the corporate
separateness of Westwood or any affiliate of Westwood and the Foxboro Entities.
4.5 An Assenting Creditor hereby agrees that it will not institute
or continue a suit against the Debtor, Westwood, or any affiliates of Westwood,
or any other proceeding at law or in equity or otherwise on account of any debt
due and owing to such Assenting Creditor from the Debtor, nor will such
Assenting Creditor transfer its claim without the written approval of the
Assignee. Each Assenting Creditor accepts in lieu of its claim against the
Debtor the rights acquired hereunder and agrees that this A/F/B/C may be pleaded
as a defense or bar to any such suit or other proceeding.
4.6 The Assignee may accept as valid the amount of any claim,
exclusive of interest from and after the date hereof, which is reflected in the
Debtor's books and records, which is supported by evidence reasonably
satisfactory to the Assignee, or which is otherwise allowable under the United
States Bankruptcy Code. In the event of a disagreement between the Assignee and
an Assenting Creditor concerning the validity, amount or priority of a claim,
the Assignee and such Assenting Creditor will negotiate in good faith to attempt
to resolve such dispute and the Assignee may compromise any
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disputed claim upon such terms and conditions as he deems advisable. Any
unresolved dispute will be, at the option of the Assignee, made the subject of
an action in a court of competent jurisdiction, or referred by the Assignee for
final and binding arbitration, on terms and conditions to be established by the
arbitrator, to an attorney selected by the Assignee who maintains an office in
Boston, Massachusetts and who would qualify as a disinterested person in respect
of the Debtor and the Assignee under the definition of disinterested person
contained in the United States Bankruptcy Code in effect on the date hereof.
4.7 Secured Claims. The Assignee may discharge by payment any
liens or security interests, to the extent that he deems it beneficial to this
A/F/B/C. The Assignee may accept as the claim of an Assenting Creditor the
unsecured portion of any partially secured claim, the amount of such claim to be
determined as provided in Paragraph 4.5.
4.8 Priority Claims will be paid to the extent and in the order
that such claims would be entitled to priority under section 507 of the United
States Bankruptcy Code in effect on the date hereof, except that
(a) any claims of the United States will be paid as a first
priority, as required by 31 U.S.C. Section 3713, and
(b) costs and expenses of administering this assignment shall
be paid as a second priority, and
(c) claims for employee wages and benefits, due and payable or
accrued on the date hereof, including accrued vacation pay and pension
plan obligations, but excluding any form of severance pay or
compensation for accrued but unused sick days, shall be paid as a third
priority.
4.9 Claims of Assenting Creditors will be paid at such times and
in such amounts as the Assignee determines. Such payments shall be made pro rata
to all Assenting Creditors except that the Assignee may designate for payment in
full a separate class of Assenting Creditors consisting only of claims less than
or reduced to an amount that the Assignee determines as reasonable and necessary
for administrative convenience.
4.10 At such time (if any) as the claims of the Assenting Creditors
are paid in full, the Assignee will distribute in kind any of the Debtor's
remaining assets to the Debtor's shareholders.
5. OTHER AGREEMENTS:
5.1 Provided that 70% in amount and 50% in number of the Listed
Creditors become Assenting Creditors, Westwood agrees that the Westwood Claims
shall be subordinated to the claims of Assenting Creditors, but only to the
extent hereafter provided.
(a) The Westwood Claims are subordinated to the claims of the
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Assenting Creditors until such time as the Foxboro Creditors shall have
been paid an amount equal to 11.48% of the Aggregate Claims (the
"Termination Amount").
(b) Once the Termination Amount has been paid out by the
Assignee, the subordination of the Westwood Claims shall terminate, and
Westwood shall be entitled to share in distributions under the A/F/B/C
on an equal basis with other Assenting Creditors.
(c) Contemporaneously with the execution of this A/F/B/C,
Westwood has delivered to the Assingee an assent as provided in Section
4.1 hereof, thereby becoming an Assenting Creditor. By becoming an
Assenting Creditor, Westwood specifically agrees to and accepts the
subordination of the Westwood Claims as provided in this Section 5.1.
5.2 In order to facilitate potential additional recoveries for the
benefit of Assenting Creditors, the Assignee and the Debtor agree to, and the
Assenting Creditors assent to, the following arrangements regarding certain
litigation matters.
(a) The Debtor retains any interest it has in the Litigation
Assets and full control over the Litigation Assets.
(b) Westwood and/or Wonderland may continue to pursue the OUTS
Litigation on their own behalf and on behalf of the Debtor and assert
any claims or defenses on behalf of and in the name of one or more of
the Foxboro Entities. Westwood and/or Wonderland may retain, and the
Foxboro entities shall pay, an amount equal to up to one-third of any
monies returned to or recovered by any of one or more of the Foxboro
Entities as a result of the OUTS Litigation, with the balance of said
monies to be conveyed to the Assignee as additional assets of the
Foxboro Entities under this A/F/B/C and the Affiliate A/F/B/C's, as the
respective interests of the Foxboro Entities may appear.
(c) In recognition of the valid claims of HWD against the
Foxboro Entities arising from the Kraft Litigation, and the benefits
the Foxboro Entities derived from the services of HWD in the Kraft
Litigation, including the judgment therein, any recovery by the Foxboro
Entities under the Kraft Litigation from the Superior Court judgment
against Kraft shall be paid directly to HWD in partial satisfaction of
the claim by HWD against said recovery. HWD is acknowledged as having
an attorneys' charging lien against any amount recovered on the
judgment. In the event that the recovery on the judgment exceeds the
amount due to HWD, the Foxboro Entities shall convey to the Assignee
the balance of said recovery as additional assets of the Foxboro
Entities under this A/F/B/C and the Affiliate A/F/B/C's, as the
respective interests of the Foxboro Entities may appear.
(d) To secure its obligations to convey the balance of
recoveries (if any) for the OUTS Litigation and the Kraft Litigation as
set forth above in Sections 5.2(b) and 5.2(c), the Debtor will grant to
the Assignee a security interest
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in the Debtor's interest in the Litigation Assets.
6. MISCELLANEOUS:
6.1 Notice. Any notices hereunder shall be sufficient if in
writing and sent (i) by United States mail, certified or registered mail, return
receipt requested, postage prepaid to the Debtor at 000 X.X.X. Xxxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, with a copy to Xxxxxx X. Troop, Esq., Xxxxxxxx, Xxxxxxx &
Xxxxxxx, A Professional Corporation, 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000; to the Assignee at the address indicated on the first page hereof, and to
Xxxxxxxx X. Xxxxxxxxx, Esq., Gargill, Sassoon & Xxxxxxx LLP, 00 Xxxxx Xxxxxx,
Xxxxxx, XX 00000; and (ii) by United States mail, first-class mail, postage
prepaid, to Assenting Creditors at the address shown on the Assent forms
submitted by them.
6.2 This A/F/B/C is to be construed as a Massachusetts contract,
takes effect as a sealed instrument, sets forth the entire agreement among the
parties, is binding upon and inures to the benefit of the parties hereto and
their respective successors and assigns and may be cancelled, modified or
amended only by a written instrument executed by each of the parties hereto. Any
waiver in one instance shall not be deemed to be a waiver of any other.
6.3 The captions herein have been inserted for convenience only,
do not form a part of this assignment and shall not be utilized in the
interpretation of this assignment.
IN WITNESS WHEREOF the Debtor and the Assignee have set their hands and
seals as of the day and year first above written.
Foxboro Harness, Inc.
By:/s/ Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx, President,
Duly Authorized
/s/ Xxxxx X. Xxxxxxx
---------------------------------
Xxxxx X. Xxxxxxx, Assignee
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COMMONWEALTH OF MASSACHUSETTS
_________________, ss. February 20, 1998
Then, personally, appeared before me Xxxxxxx X. Xxxxxx, President of
Foxboro Harness, Inc. and declared the foregoing instrument to be his free act
and deed and the free act and deed of Foxboro Harness, Inc.
------------------------------
Notary Public
My Commission Expires:
COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss. February 20, 1998
Then, personally, appeared before me Xxxxx X. Xxxxxxx, and declared the
foregoing instrument to be his free act and deed.
------------------------------
Notary Public
My Commission Expires:
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EXHIBIT A
The undersigned, a creditor of Foxboro Harness, Inc. ("Debtor") hereby
assents and agrees to be a party to an agreement for an assignment for the
benefit of creditors (the "Assignment") entered into on February 20, 1998,
between the Debtor and Xxxxx X. Xxxxxxx, as Assignee. The undersigned
specifically ratifies the release in favor of Westwood contained therein, and
assents to the agreements regarding the disposition of funds recovered, if any,
in various pending litigation matters involving the Debtor. A copy of the
sections of the Assignment entitled "Rights and Duties of Creditors" and "Other
Agreements" is attached hereto. A copy of the full text of the Assignment may be
obtained from the Assignee upon written request. Please print or type the
following:
1. Name of CREDITOR:
2. Address and Telephone NUMBER:
3. Amount of CLAIM:
4. Name of Contact Person:
5. If Claim is secured, please explain and attach copies of relevant
documents.
6. Attach a detailed statement or copies of invoices.
Dated:____________________ ______________________________
Signature
Please return this form and your statement or invoices to:
Xxxxx X. Xxxxxxx, Assignee
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c/o Gargill, Sassoon & Xxxxxxx LLP
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
