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Exhibit 10.11
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this "Agreement") is made as of
July 31, 1997, by and among Sovereign Specialty Chemicals, L.P., a Delaware
limited partnership (the "Partnership"), Sovereign Specialty Chemicals
Corporation (the "General Partner") and Sovereign Specialty Chemicals, Inc., a
Delaware corporation (the "Corporation").
WHEREAS, the Partnership and the General Partner wish to assign certain
assets and all of their rights, interests and obligations under certain
contracts to the Corporation;
WHEREAS, the Corporation wishes to assume the obligations of the
Partnership and the General Partner under such contracts.
NOW THEREFORE, the parties hereto agree as follows:
1. Assignment. The Partnership and the General Partner hereby assign to
the Corporation the following assets and all of the Partnership's and the
General Partner's rights, interests and obligations under any of the following
contracts:
(a) the Lease among the Partnership and Corporate Center Executive
Suites of the Partnership's and the Corporation's offices located at 000
Xxxx Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000;
(b) the Employment Agreement, dated as of March 31, 1996 among the
Partnership, the General Partner and Xxxxxx X. Xxxxxx;
(c) the Employment Agreement, dated as of March 31, 1996 among the
Partnership, the General Partner and Xxxxxxx X. Xxxxxx;
(d) the Employment Agreement, dated as of June 1, 1997 among the
Partnership, the General Partner and Xxxxxxx X. Xxxxxxx;
(e) the Consulting Agreements between the Partnership and each of
(i) Xxxx Xxxxxxxx, (ii) Xxxx Xxxx and (iii) Xxxxxx Xxxxxx-Xxxxx;
(f) any other employment or consulting agreements entered into by
the Partnership or the General Partner on or prior to the date hereof;
(g) all of the capital stock of Sovereign Specialty Chemicals (SPte.
Ltd.), a corporation organized under the laws of Singapore owned by the
Partnership; and
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(h) (i) the Executive Note issued on July 31, 1997 to the
Partnership by Xxxxxx Xxxxxx in the principal amount of $1,829,531, (ii)
the Executive Note issued on July 31, 1997 to the Partnership by Xxxxxxx
Xxxxxx in the principal amount of $20,896, (iii) the Executive Note issued
on July 31, 1997 to the Partnership by Xxxxxxx Xxxxxx in the principal
amount of $120,758, (iv) the Executive Note issued on July 31, 1997 to the
Partnership by Xxxxx Xxxx in the principal amount of $45,000 and (v) the
Executive Note issued on July 31, 1997 to the Partnership by Xxxxxxx
Xxxxxxx in the principal amount of $13,500.
2. Assumption. The Corporation hereby assumes all obligations, including
but not limited to obligations to make lease, salary or consulting fee payments,
of the General Partner and the Partnership under all of the agreements specified
in paragraph 1.
3. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
together constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of July
31, 1997.
SOVEREIGN CHEMICALS CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Its: Chairman, Chief Executive Officer & President
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SOVEREIGN SPECIALTY CHEMICALS, L.P.
By: Sovereign Chemicals Corporation
Its: General Partner
By: /s/ Xxxxxx X. Xxxxxx
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Its: Chairman, Chief Executive Officer & President
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SOVEREIGN SPECIALTY CHEMICALS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Its: Chairman, Chief Executive Officer & President
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