EXHIBIT 10.10
FOAMEX INTERNATIONAL INC.
ASSIGNMENT AND ASSUMPTION OF SERVICES AGREEMENT
This Assignment is made as of December 11, 1996, from FOAMEX
INTERNATIONAL INC., a Delaware corporation ("Assignor"), to XXXXXXX & XXXXXX
PRODUCTS CO., a Delaware corporation ("Assignee").
WHEREAS, JPSGP Inc., Foamex-JPS Automotive L.P. and Assignee have
entered into that certain Equity Purchase Agreement dated as of August 28, 1996
(as amended, the "Equity Purchase Agreement"). All capitalized terms used but
not defined herein shall have the meaning ascribed to them in the Equity
Purchase Agreement;
WHEREAS, Section 6.8(b) of the Equity Purchase Agreement requires
Assignor to deliver this Assignment in connection with the closing of the
transactions contemplated thereby.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged:
Assignor hereby assigns and transfers to Assignee all of its rights and
title to, interest in and obligations under (other than any right to receive
payment which is reflected as a liability in the Closing Date Balance Sheet in
accordance with the Equity Purchase Agreement and the right to indemnification
for periods prior to the Closing Date) the Services Agreement, dated as of June
28, 1994 (the "Services Agreement"), by and between JPS Automotive L.P., a
Delaware limited partnership (the "Company"), and Assignor.
Assignee hereby assumes and agrees to honor, perform and fulfill any
and all obligations of Assignor under the Services Agreement.
Assignor and Assignee shall execute, acknowledge and deliver, such
instruments and other documents, and to perform or cause to be performed such
acts, as may reasonably be required to evidence or effectuate this Assignment.
This Assignment shall be construed in accordance with and governed by
the internal law of the State of New York without regard to the choice of law
principles thereof.
All of the terms and provisions of this Assignment shall be binding
upon Assignor and its successors and assigns; PROVIDED, HOWEVER, that nothing in
this Assignment, expressed or implied, is intended or shall be construed to
confer upon or give to any person, firm, partnership, corporation or other
entity other than Assignee and its successors and assigns, any rights or
remedies under or by reason of this Assignment.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed in their names by their respective officers thereunto duly authorized
on the date first above written.
FOAMEX INTERNATIONAL INC.
By: /s/ Xxxxxx X. Xxxxx, Xx.
Name: Xxxxxx X. Xxxxx, Xx.
Title: Vice President & Secretary
XXXXXXX & XXXXXX PRODUCTS CO.
By: /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President &
Chief Financial Officer
The undersigned hereby consents to this Assignment and releases and
discharges Assignor from all further obligations under the Services Agreement.
JPS AUTOMOTIVE L.P.
By: JPSGP INC.
Its: General Partner
By: /s/ Xxxxxx X.Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President & Secretary
