EXHIBIT 10.11(h)
EXHIBIT G/FRA
NOTE ASSUMPTION AGREEMENT
THIS NOTE ASSUMPTION AGREEMENT is made and entered into this 5th day of
November 1997, by and between I.C. ▇▇▇▇▇▇ & Company L.P., a Delaware limited
partnership ("▇▇▇▇▇▇") and Ambra Inc., a Delaware corporation ("Ambra").
W I T N E S S E T H:
WHEREAS, ▇▇▇▇▇▇ has agreed to sell, transfer and assign to Ambra, and
Ambra has agreed to purchase and accept from ▇▇▇▇▇▇ certain assets of ▇▇▇▇▇▇
pursuant to a Foreign Boss Rights Acquisition Agreement entered into on
September 30, 1997 between ▇▇▇▇▇▇ and Ambra (the "Acquisition Agreement");
WHEREAS, Ambra has agreed to assume, pay and fully discharge all
obligations of ▇▇▇▇▇▇ under that certain Promissory Note of even date hereof of
▇▇▇▇▇▇ issued to Brookhurst, Inc. (the "Note");
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, it is agreed as follows:
1. Capitalized terms used herein and not defined herein shall have the
meanings given such terms in the Acquisition Agreement.
2. Ambra hereby fully, unconditionally and irrevocably assumes and
covenants to fully pay and fully discharge all obligations of ▇▇▇▇▇▇ under the
Note.
3. ▇▇▇▇▇▇ hereby assigns to Ambra all its rights under the Note free and
clear of all Encumbrances made, created or caused by ▇▇▇▇▇▇.
4. Ambra shall indemnify and hold harmless ▇▇▇▇▇▇ against any and all
costs, expenses and damages incurred by ▇▇▇▇▇▇ and resulting from Ambra's
failure to fully pay and fully discharge all obligations under the Note.
5. Ambra hereby covenants to execute and deliver to ▇▇▇▇▇▇ such further
assurances of this Assumption Agreement as ▇▇▇▇▇▇ may require from time to time.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
the day, month and year first above written.
I.C. ▇▇▇▇▇▇ & COMPANY L.P., a Delaware
limited partnership
By: I.G. Design, Inc.,
a Delaware corporation, its
general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman and Chief
Co-Executive Officer
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President and Co-Chief
Executive Officer
AMBRA INC.
By: /s/ Jorg-▇▇▇▇▇ ▇▇▇▇▇▇
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Name: Jorg-▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chairman
By: /s/ ▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President