Exhibit 10(f)(ii)
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "AGREEMENT") is made and
entered into as of June 1, 2002, by and between NAHC, Inc., a Delaware
corporation (the "ASSIGNOR"), and X. X. Xxxxxx Corporation, a Delaware
corporation and wholly owned subsidiary of Assignor (the "ASSIGNEE").
WITNESSETH:
WHEREAS, Assignor and Xxxxx X. Xxxx have entered into an
Indemnification Agreement, dated May 4, 2000 (the "INDEMNIFICATION AGREEMENT");
WHEREAS, the proposed Certificate of Ownership and Merger included as
ANNEX B to the proxy statement for the annual meeting of Assignor's stockholders
to be held on March 19, 2002 (the "MERGER CERTIFICATE") provides, among other
things, that Assignor will assign to Assignee all of Assignor's rights and
interest in the Indemnification Agreement; and
WHEREAS, pursuant to the proposed Merger Certificate, the Assignee has
agreed to assume all of Assignor's obligations under the Indemnification
Agreement, subject to the terms and conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Assignor hereby covenants and
agrees with the Assignee as follows:
1. Effective as of the date the Merger Certificate is filed with the
Delaware Secretary of State (the "Merger Date"), the Assignor hereby assigns,
sells, transfers and sets over to Assignee all of Assignor's right, title,
benefit, privileges and interest in and to, and all of Assignor's burdens,
obligations and liabilities in connection with the Indemnification Agreement.
2. Effective as of the Merger Date, the Assignee hereby assumes and
shall be solely responsible for the payment, performance and discharge of all of
the obligations contained in the Indemnification Agreement.
3. The Assignee and the Assignor hereby agree to execute and deliver
any and all additional documents that the other may reasonably request in order
to more fully effect the agreements set forth in this Agreement.
4. Except as modified hereby, the terms and provisions of the
Indemnification Agreement shall remain in full force and effect and this
Agreement shall be binding upon Assignor and Assignee and their respective
successors and assigns.
5. The terms and conditions of this Agreement shall be governed and
construed in accordance with the laws of the State of Delaware without giving
effect to the conflicts of laws principles of such State.
6. This Agreement may be executed in multiple counterparts, each of
which shall be an original and all of which shall constitute one document.
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IN WITNESS WHEREOF, the Assignee and the Assignor have executed this
Agreement as of the date first written above.
ASSIGNOR:
NAHC, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
President
ASSIGNEE:
X. X. XXXXXX CORPORATION,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
Vice President
THE UNDERSIGNED HEREBY CONSENTS
TO THE ASSIGNMENT AND ASSUMPTION
OF THE INDEMNIFICATION AGREEMENT
AS SET FORTH ABOVE:
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
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