ASSUMPTION OF LIABILITIES AND OBLIGATIONS
THIS ASSUMPTION OF LIABILITIES AND OBLIGATIONS, effective as of
September 3, 1995 (the "Effective Date"), is made jointly and severally by
all of VALUE ADDED FOOD SERVICES, INC., a Maryland corporation ("VAFS"); and
XXXXXX X. MULES and XXXXXXX X. MULES (collectively, the "Guarantors") for the
benefit of DUTTERER'S OF MANCHESTER CORPORATION, a Maryland corporation
("Dutterer's") and XXXXXXXX'X FOODS, INC., a Virginia corporation
("Xxxxxxxx'x").
RECITALS:
VAFS and the Guarantors have entered into certain agreements,
including without limitation the Closing Agreement (the "Closing Agreement"),
dated the Effective Date, to purchase (or to tender guaranties in connection
with the purchase of) the business, property and certain of the assets of
Dutterer's. The property, assets and business being purchased are referred
to herein as the "Business." Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Closing Agreement.
NOW, THEREFORE, in consideration of the foregoing, VAFS and the
Guarantors agree as follows:
ARTICLE I
VAFS hereby assumes and agrees to pay, honor, and discharge, when due
and payable and otherwise in accordance with the relevant governing
agreements and instruments the following:
(i) All lease obligations of Dutterer's or Xxxxxxxx'x, its
parent corporation, under that certain Truck Lease and Service Agreement
dated May 2, 1991, as amended, between Dutterer's and Lend Lease Trucks,
Inc., with respect to the trucks and equipment leased pursuant thereto,
including without limitation the trucks listed on Exhibit E to the Xxxx of
Sale.
(ii) Sales commitments of the Business, customer agreements
and/or offers to sell products of the Business, including without limitation
all obligations of Dutterer's or Xxxxxxxx'x to customers arising out of
documents in the form of Exhibits A, B, and C attached hereto. Such
obligations shall include but shall not be limited to obligations arising out
of contract, law, rule, regulation or custom and practice, and in general
VAFS shall operate the Business with respect to existing customers in
substantially the same manner in which it has been operated heretofore.
(iii) Accrued vacations of Dutterer's employees as of the
Effective Date to the extent set forth in the Closing Agreement. Dutterer's
represents that there is no agreement to make monetary payments to any
employee for unused vacation except in the event of a separation from
employment.
(iv) All obligations of Dutterer's, if any, accruing on and
after September 1, 1995, with respect to the property located at 0000 Xxxx
Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, pursuant to and in connection
with the Lease Agreement dated May 10, 1990, between Dutterer's and
Xxxxx-Teachers Properties, Inc. ("Landlord"), as amended by Amendment to
Lease Agreement dated February 8, 1991, and Second Amendment to Lease
Agreement dated July 14, 1995, and as further modified by Assignment and
Assumption of Lease Agreement dated August 23, 1995, between Dutterer's,
Landlord, Xxxxxx'x Food, Inc., and Dutterer's Home Food Service, Inc.
ARTICLE II
Except as set forth above, VAFS does not assume any obligations or
liabilities of Dutterer's or Xxxxxxxx'x.
ARTICLE III
The Guarantors hereby jointly and severally agree to guaranty any
payment obligations of VAFS arising from or in connection with VAFS's
assumption of liabilities and obligations as set forth herein.
This Assumption of Liabilities and Obligations may be executed in any
number of counterparts and each of such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, VAFS and the Guarantors have caused this
Assumption of Liabilities and Obligations to be duly executed and their seals
to be affixed as of the date first above written.
VALUE ADDED FOOD SERVICES, INC.,
a Maryland corporation
By: Xxxxxx X. Mules (SEAL)
Vice President
(Signature)
GUARANTORS:
Xxxxxx X. Mules (SEAL)
(Signature)
Xxxxxxx X. Mules (SEAL)
(Signature)
