Exhibit 10.48
Assignment and Assumption Agreement, dated as of May 5, 2003 by and
among, among Titan PCB East, Inc., a Delaware corporation (the
"Company"), Titan EMS, Inc., a Delaware corporation ("Titan EMS") and
Personal Resources Management, Inc. (the "Collateral Agent") as
Collateral Agent on behalf of the investors named on Schedule A of the
Note (as defined herein) (collectively, the "Investors").
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WHEREAS, the Collateral Agent is the agent for the Investors who are
the holders of a Secured 24% Promissory Note in the aggregate principal amount
of Six Hundred and Forty Thousand Dollars ($640,000.00) issued by the Company on
February 27, 2003 (the "Note").
WHEREAs, the Company wishes to assign its rights and obligations under
the Note to Titan EMS in order to enter into additional financing arrangements
with a third party lender ("Lender");
WHEREAS, the Titan EMS has agreed to take on the obligations of the
Company under the Note in consideration for $640,000, to be provided to Titan
EMS by the Lender;
WHEREAS, simultaneously with this Assumption and Assignment, Titan EMS
has entered into an amendment to that certain security agreement dated February
27, 2003 by and among the Company and the Investors to provide security for the
payment of the Note to the Investors (the "Security Agreement").
NOW THEREFORE, the parties hereby agree as follows:
1. The Company does hereby convey, transfer and assign to Titan EMS (and its
successors and assigns) all of its rights and obligations under the Titan
Note and Titan EMS does hereby accept and assume all of the rights and
obligations under the Titan Note and agrees to perform all of those
obligations.
2. The Company does hereby convey, transfer and assign to Titan EMS (and its
successors and assigns) all of its rights and obligations under the
Security Agreement and Titan EMS does hereby accept and assume all of the
rights and obligations under the Security Agreement and agrees to perform
all of those obligations.
3. This Assignment and Assumption may not be modified, changed or
supplemented, nor may any obligations hereunder be deemed waived, except by
written instrument signed by the party to be charged.
4. The covenants and agreements set forth herein shall be binding upon, and
shall inure to the benefit of, respective successors and assigns of the
Investors, the Company and Titan.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written. TITAN PCB EAST, INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Chairman
TITAN EMS, INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Chairman
ACKNOWLEDGED AND AGREED BY
VENTURES-NATIONAL INCORPORATED
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Chairman
ACKNOWLEDGED AND AGREED BY
PERSONAL RESOURCES MANAGEMENT as AGENT FOR THE INVESTORS
By: /s/ Xxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: President
