Exhibit 10.18
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement"), dated as of March
25, 2002, by and between SF Holdings Group, Inc., a Delaware corporation ("SF
Holdings"), and The Xxxxx Group, Inc., a Delaware corporation ("Xxxxx").
WHEREAS, pursuant to that certain Assignment and Assumption Agreement dated
March 12, 1998, SF Holdings assigned to Xxxxx, substantially all of its rights
and obligations under that certain Second Restated Management Services Agreement
(the "Management Agreement"), dated as of March 12, 1998, as amended by
Amendment No. 1 dated as of March 12, 1998, by and among Sweetheart Holdings
Inc. ("Holdings"), Sweetheart Cup Company Inc. ("Cup" and together with
Holdings, the "Company"), American Industrial Partners Management Company, Inc.
and SF Holdings;
WHEREAS, Xxxxx intends to merge with and into Cup, with Cup as the
surviving entity (the "Merger"); and
WHEREAS, in conjunction with the Merger, Xxxxx desires to assign to SF
Holdings, and SF Holdings desires to acquire from Xxxxx and all of Xxxxx'x
right, title and interest in and to the Management Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Xxxxx hereby assigns to SF Holdings, all of its right, title and
interest in and to the Management Agreement and SF Holdings hereby accepts such
assignment and subject to the terms, covenants and conditions thereof, hereby
assumes and covenants to perform all obligations of Xxxxx under the Management
Agreement to be performed from and after the date hereof.
2. Xxxxx covenants to pay, perform and discharge and to indemnify and
hold harmless SF Holdings from and against any and all of the liabilities and
obligations of Xxxxx under the Management Agreement relating to periods prior to
the date hereof. SF Holdings covenants to pay, perform and discharge and to
indemnify and hold harmless Xxxxx from and against any and all of the
liabilities and obligations of Xxxxx under the Management Agreement relating to
periods from and after the date hereof.
3. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their successors and permitted assigns.
4. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without giving effect to any choice or
conflict of law provision or rule (whether in the State of New York or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of New York.
5. This Agreement may be executed in two or more counterparts, each of
which taken together shall constitute a fully-executed original instrument.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed as of the day and year first above written.
SF HOLDINGS GROUP, INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer
THE XXXXX GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Secretary
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