Assignment and Assumption Agreement between NAHC, Inc. and J. L. Halsey Corporation (June 1, 2002)

Summary

This agreement, dated June 1, 2002, is between NAHC, Inc. and its subsidiary, J. L. Halsey Corporation. NAHC, Inc. assigns all its rights and obligations under a prior Indemnification Agreement with David R. Burt to J. L. Halsey Corporation, effective upon the filing of a merger certificate. J. L. Halsey Corporation agrees to assume all responsibilities under the Indemnification Agreement. The agreement is governed by Delaware law and remains binding on both parties and their successors.

EX-10.(F)(II) 8 a2090039zex-10_fii.txt EX-10(F)(II) Exhibit 10(f)(ii) ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (the "AGREEMENT") is made and entered into as of June 1, 2002, by and between NAHC, Inc., a Delaware corporation (the "ASSIGNOR"), and J. L. Halsey Corporation, a Delaware corporation and wholly owned subsidiary of Assignor (the "ASSIGNEE"). WITNESSETH: WHEREAS, Assignor and David R. Burt have entered into an Indemnification Agreement, dated May 4, 2000 (the "INDEMNIFICATION AGREEMENT"); WHEREAS, the proposed Certificate of Ownership and Merger included as ANNEX B to the proxy statement for the annual meeting of Assignor's stockholders to be held on March 19, 2002 (the "MERGER CERTIFICATE") provides, among other things, that Assignor will assign to Assignee all of Assignor's rights and interest in the Indemnification Agreement; and WHEREAS, pursuant to the proposed Merger Certificate, the Assignee has agreed to assume all of Assignor's obligations under the Indemnification Agreement, subject to the terms and conditions contained herein. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Assignor hereby covenants and agrees with the Assignee as follows: 1. Effective as of the date the Merger Certificate is filed with the Delaware Secretary of State (the "Merger Date"), the Assignor hereby assigns, sells, transfers and sets over to Assignee all of Assignor's right, title, benefit, privileges and interest in and to, and all of Assignor's burdens, obligations and liabilities in connection with the Indemnification Agreement. 2. Effective as of the Merger Date, the Assignee hereby assumes and shall be solely responsible for the payment, performance and discharge of all of the obligations contained in the Indemnification Agreement. 3. The Assignee and the Assignor hereby agree to execute and deliver any and all additional documents that the other may reasonably request in order to more fully effect the agreements set forth in this Agreement. 4. Except as modified hereby, the terms and provisions of the Indemnification Agreement shall remain in full force and effect and this Agreement shall be binding upon Assignor and Assignee and their respective successors and assigns. 5. The terms and conditions of this Agreement shall be governed and construed in accordance with the laws of the State of Delaware without giving effect to the conflicts of laws principles of such State. 6. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one document. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] -2- IN WITNESS WHEREOF, the Assignee and the Assignor have executed this Agreement as of the date first written above. ASSIGNOR: NAHC, INC., a Delaware corporation By: /s/ David R. Burt ----------------------------------------- David R. Burt President ASSIGNEE: J. L. HALSEY CORPORATION, a Delaware corporation By: /s/ Richard J. Zimmerman ---------------------------------------- Richard J. Zimmerman Vice President THE UNDERSIGNED HEREBY CONSENTS TO THE ASSIGNMENT AND ASSUMPTION OF THE INDEMNIFICATION AGREEMENT AS SET FORTH ABOVE: /s/ David R. Burt - ----------------------------------- David R. Burt -3-