Exhibit 2.8
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Assignment and Assumption Agreement
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This Assignment and Assumption Agreement (the "Assignment Agreement") is
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entered into as of June 3, 2000, by and between Cabletron Systems, Inc., a
Delaware corporation ("CSI") and Enterasys Networks, Inc., a Delaware
corporation ("Enterasys") that is a controlled subsidiary of CSI.
Whereas, CSI, Flextronics International USA, Inc., a California corporation
and Flextronics International Ireland Limited, a limited liability company
organized under the laws of Ireland are parties to a Flextronics International
Manufacturing Services Contract, dated March 1, 2000 (the "FMA");
Whereas, pursuant to the Section 22.7 of the FMA, CSI has the right to
transfer its rights and obligations under the FMA to an Affiliate (as that term
is defined in the FMA); and
Whereas, Enterasys is a CSI Affiliate (as that term is defined in the FMA)
and it is the intention of CSI and Enterasys for CSI to transfer and assign all
of its rights, interests and obligations under the FMA to Enterasys and for
Enterasys to assume all such rights, interests and obligations;
Now, Therefore, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, CSI and Enterasys hereby agree as follows:
1. Assignment. CSI hereby assigns, sells, conveys, transfers and sets over to
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Enterasys, its successors and assigns, all of the right, title and interest of
CSI in, to and under the FMA.
2. Assumption. Enterasys hereby assumes and agrees to pay, perform, or
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otherwise discharge, all duties, liabilities and obligations of CSI under the
FMA, whether arising before, on or after the date hereof.
3. Indemnification. Enterasys hereby agrees to indemnify and hold CSI (and its
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directors, officers, employees and representatives) harmless from and against
any and all claims, losses, damages, costs, expenses, causes of action or
judgments of any kind or character, including any interest, penalty, reasonable
attorneys' fees, investigation expenses with respect to asserted claims (whether
or not resulting in any liability) and other costs and expenses incurred in
connection therewith or the defense thereof, attributable to or arising out of
any claims by, or liabilities or obligations to, any third party arising out of,
in connection with or resulting from the FMA.
4. No Conflict. Neither the making nor the acceptance of this Assignment
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Agreement shall enlarge, restrict or otherwise modify the terms of the FMA or
constitute a waiver or release of any liabilities, duties or obligations imposed
by the terms of the FMA.
5. Successors. This Assignment Agreement shall be binding upon and shall inure
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to the benefit of the parties and their respective successors, transferees and
assigns.
6. Governing Law. This Assignment Agreement shall be governed by and construed
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in accordance with the laws of the State of Delaware (without giving effect to
conflicts of law principles).
7. Counterparts. This Assignment Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
[Remainder of Page Intentionally Left Blank]
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[Signature Page to Assignment and Assumption Agreement]
In Witness Whereof, the undersigned have caused this Assignment Agreement to be
signed by their respective duly authorized officers as of the date first above
written.
Cabletron Systems, Inc.
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: President, Chairman & CEO
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Enterasys Networks, Inc.
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
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Title: President
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