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EXHIBIT 10.39
ASSUMPTION AND ASSIGNMENT AGREEMENT
THIS ASSUMPTION AGREEMENT (this "Agreement") is made as of this 17th
day of April, 2001, by and among, Columbia Hill, LLC, a North Carolina limited
liability company (the "Debtor"), PF Management, Inc., a North Carolina
corporation with principal offices in Hickory, North Carolina (the
"Corporation"), and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇ ▇. ▇▇▇▇▇, and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇ (collectively, the "Guarantors").
Recital:
WHEREAS, the Debtor is obligated to Pierre Foods, Inc. (herein the
"Obligee") under the terms of a certain promissory note dated February 28, 1997,
as modified by that certain Note Modification Agreement dated January 7, 1999
(the "Modification"), in the original amount of $705,493.00 (as modified, the
"Note"), a copy of which Note and Modification is attached hereto as Exhibit A,
issued pursuant to that certain Agreement to Purchase and Sell Stock dated
February 28, 1997 by and between WSMP, Inc. and the Debtor (the "Contract"), and
WHEREAS, the Debtor is desirous of contributing and assigning its
rights in the Contract and its assets, subject to its liabilities, to the
Corporation as a contribution to its capital, and the Corporation is willing to
assume all indebtedness, liabilities, and obligations of the Debtor under the
Note and Contract.
NOW, THEREFORE, in consideration of the mutual premises herein and the
contribution by the Debtor of its assets to the Corporation, the parties hereto
agree as follows:
1. The Debtor hereby contributes all of its assets, subject to
its liabilities, to the Corporation and hereby assigns the Contract to the
Corporation.
2. The Corporation hereby assumes the Note and accepts assignment
of the Contract, and the Corporation hereby covenants, promises, and agrees (a)
to pay the principal and interest due on the Note, and all other sums payable
thereunder, at the times, in the manner, and in all respects as therein
provided; (b) to perform and comply with all of the terms, covenants,
agreements, and obligations to be performed by the Debtor under the Note or
Contract at the times, in the manner, and in all respects as therein provided;
and (c) to be bound by each and all of the terms, covenants, agreements, and
obligations of the Contract and the Note. All Guarantors shall comply with all
requirements of the Contract regarding execution and delivery of guaranties in
the appropriate form to the Obligee.
3. The Debtor shall remain fully liable under the terms,
provisions, covenants, and obligations of the Note. The liability of the Debtor,
Guarantors and the Corporation under the Note shall be joint and several. The
assumption by the Corporation of the Note, the execution and delivery of this
Agreement and the terms, provisions, covenants, agreements, or obligations
contained in this Agreement shall in no manner release or lessen the
indebtedness, liabilities, and obligations of the Debtor and Guarantors under
the Note.
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4. This Agreement shall be governed by and construed in
accordance with the laws of the State of North Carolina. This Agreement shall be
binding upon the parties, their heirs, successors and assigns.
5. This Agreement may be executed in counterparts, all of which
when taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, this Agreement has been executed under seal as of
the day and year first above written.
COLUMBIA HILL, LLC
------------------------------------(SEAL)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇., Manager
------------------------------------(SEAL)
▇▇▇▇▇ ▇. ▇▇▇▇▇, Manager
------------------------------------(SEAL)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Manager
ATTEST: PF Management, Inc.
------------------------ By:
▇▇▇▇▇ ▇. ▇▇▇▇▇ ---------------------------------
Secretary ▇▇▇▇▇ ▇. ▇▇▇▇▇
President
(Corporate Seal)
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Guarantors:
------------------------------------(SEAL)
▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------(SEAL)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇.
------------------------------------(SEAL)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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EXHIBIT A
NOTE
