DEBT FORGIVENESS AGREEMENT
Exhibit
10.2
THIS
DEBT FORGIVENESS AGREEMENT
(this
“Agreement”)
is
entered into on this 9th
day of
May, 2008, by and between I.C. Xxxxxx & Company, Inc., a Delaware company
(the “Borrower”),
and
Textile Investment International S.A., a Luxemburg company, (the “Lender”).
WHEREAS,
the Lender, as purchaser and Borrower, as seller are parties to that certain
conversion agreement (the “Conversion
Agreement”)
dated
as of the date hereof; and
WHEREAS,
pursuant to the Conversion Agreement, as consideration for the purchase of
certain newly issued stock of the Borrower, the Lender is to forgive the Debt
(as the term “Debt” is defined in the Conversion Agreement”);
NOW,
THEREFORE, the parties hereto agree as follows:
1. The
Lender hereby represents and warrants to the Borrower, that the Lender is the
holder of the Debt under the Note (as the term “Note” is defined in the
Conversion Agreement).
2. Concurrently
with the closing under Article I of the Conversion Agreement, the Lender hereby
forgives and cancels the Debt, which forgiveness and cancellation is hereby
accepted by the Borrower, and the Borrower is fully released from the Debt,
and
such Debt, including any obligations of payment or performance in respect of
such debt by the Borrower, is satisfied, extinguished and discharged in its
entirety.
3. The
forgiveness and cancellation of the Debt granted under this Agreement is
irrevocable and irreversible.
4. Each
of
the parties hereto shall be responsible for any tax cost that may be attributed
to it as a result of this Agreement in accordance with applicable
law.
5. Facsimile
transmission of any signed original document and/or retransmission of any signed
facsimile transmission will be deemed the same as delivery of an original.
6. This
Agreement may be executed in one or more counterparts, each of which when
executed shall be deemed to be an original, but all of which shall constitute
but one and the same agreement.
7. This
Agreement and the rights and obligations of the parties hereunder are to be
governed and construed in accordance with the laws of the State of New York,
without regard to conflicts of law principles.
IN
WITNESS WHEREOF
the
parties have hereunto executed this Agreement the day and year first above
written.
BORROWER:
I.C.
Xxxxxx & Company, Inc.
|
By:
|
/s/ Xxxxxx X. Xxxx | |
|
Name:
|
Xxxxxx X. Xxxx | |
|
Title:
|
Chief Executive Officer |
LENDER:
Textile
Investment International S.A.
|
By:
|
/s/ Xxxx Xxxxx /s/ Xxx Xxxxxx | |
|
Name:
|
Xxxx Xxxxx & Xxx Xxxxxx | |
|
Title:
|
Managing Directors |
