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EXHIBIT 10.48
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment")
dated as of January 8, 1998, is among BINHAD, INC. (formerly known as CAPITOL
METALS CO., INC.), a California corporation ("Assignor"), 00000 X. Xxxxxxx
Xxx., Xxxxxxxx, Xxxxxxxxxx 00000; CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.,
a Colorado corporation ("CCNA"), 000 - 00xx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx
00000, and ANGELES ACQUISITION CORP., a Delaware corporation ("AAC"), 000 -
00xx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000. CCNA and AAC are referred to
collectively herein as "Assignees".
For $10.00 and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Assignor and
Assignees hereby agree as follows:
1. Assignment. Assignor hereby transfers, grants,
bargains, sells, assigns and conveys to AAC all of Assignor's interests,
rights, title and estates created by, under or in connection with: (a) all
agreements, contracts, commitments, purchase orders, leases, subleases,
documents, instruments and undertakings, and all permits, licenses and
authorizations, including, without limitation, those listed on Exhibit A
attached hereto and incorporated herein by reference, relating to the
Assignor's steel processing and supply business; (b) any and all renewals,
extensions, terminations or modifications of any of the foregoing; and (c) all
property and rights incident or appurtenant thereto (all of which are referred
to herein as the "Contracts and Permits").
2. Acceptance of Assignment. AAC hereby accepts the
foregoing assignment of the Contracts and Permits from Assignor.
3. Assumption of Obligations. Assignees hereby jointly
and severally agree to assume, pay, perform, discharge and fulfill all of the
duties, liabilities and obligations of Assignor under the terms and provisions
of the Contracts and Permits which arise in or relate to time periods on and
after the Closing Date. Assignor acknowledges and agrees that it shall remain
liable for and shall pay and discharge all of its obligations and liabilities
under the Contracts and Permits which arise in or relate to time periods prior
to the Closing Date.
4. Indemnification.
a. Assignor shall reimburse, indemnify and hold
harmless and defend Assignees, their officers, directors, employees,
representatives and other agents, and their successors and assigns, against and
in respect of any and all claims, demands, causes of action, damages, losses,
liabilities, costs, expenses, fees (including, without limitation, reasonable
attorneys' fees), judgments and good faith settlements of claims or judgments
arising out of or resulting from any failure of Assignor to pay, perform,
discharge or fulfill, when due, any liability or obligation for which Assignor
has retained liability pursuant to Section 3 above, and any and all actions,
suits, claims, proceedings, investigations, demands, assessments, audits,
fines, judgments, costs and other expenses (including, without limitation,
reasonable attorneys' fees and expenses) incident to any of the foregoing or to
the enforcement of this Section 4.a.
b. Assignees shall reimburse, indemnify and hold
harmless Assignor, its officers, directors, employees, representatives and
other agents, and their successors or assigns, against and in respect of
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any and all claims, demands, causes of action, damages, losses, liabilities,
costs, expenses, fees (including, without limitation, reasonable attorneys'
fees), judgments and good faith settlements of claims or judgments arising out
of or resulting from any failure of Assignee to pay, perform, discharge or
fulfill, when due, any liability or obligation assumed by Assignees pursuant to
Section 3 above, and any and all actions, suits, claims, proceeding,
investigations, demands, assessments, audits, fines, judgments, costs and other
expenses (including, without limitation, reasonable attorneys' fees and
expenses) incident to any of the foregoing or to the enforcement of this
Section 4.b.
c. Any claim or demand for indemnification made
under Section 4.1 or 4.b above shall be resolved following the same procedures
as set forth in Sections 9.3, 9.4 and 9.6 of the Asset Purchase Agreement dated
as of December 1, 1997 between Assignor as seller and CCNA as purchaser (the
"Asset Purchase Agreement").
5. Further Assurances. Each party agrees to execute and
deliver such additional instruments and to take such further actions as may
reasonably be required by the other party to fully effectuate the assignment of
rights and interests and the assumption of obligations and liabilities intended
hereby, including, without limitation, the execution and delivery by either
party of additional instruments of assignment and assumption.
6. Binding Effect. This Assignment shall bind and inure
to the benefit of Assignor and Assignees and their respective successors and
assigns.
7. No Release. Nothing contained in this Assignment
shall, or shall be deemed to, release Assignor or CCNA from any of their
respective obligations under the Asset Purchase Agreement.
8. Court Orders. This Assignment shall be, and shall be
deemed to be, subject to that certain Order Approving Sale of Substantially All
Property of the Estate Free and Clear of Liens and Interests, entered December
29, 1997, by the U.S. Bankruptcy Court in Assignor's pending chapter 11 case.
IN WITNESS WHEREOF, the parties have caused this Assignment to
be executed by their duly authorized officers as of the date first set forth
above.
ASSIGNOR:
BINHAD, INC. (formerly known as
CAPITOL METALS CO., INC.)
By: /s/ Xxxxxx X. Eget
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Xxxxxx X. Eget
Chief Executive Officer
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ASSIGNEES:
CONSOLIDATED CAPITAL OF NORTH
AMERICA, INC.
By: /s/ Xxxxxxxxx Xxxx
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Xxxxxxxxx Xxxx
Chief Executive Officer
ANGELES ACQUISITION CORP.
By: /s/ Xxxxxxxxx Xxxx
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Xxxxxxxxx Xxxx
Chief Executive Officer
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