Exhibit 10.2
JD DRAFT
04/29/05
ASSUMPTION
AGREEMENT
ASSUMPTION AGREEMENT, dated as of
April 29, 2005 (this "Assumption Agreement"), made by ORBAN
EUROPE GmbH, a German corporation (the "Additional Grantor"), in
favor of HARMAN PRO NORTH AMERICA, INC. (successor-in-interest to
Harman Acquisition Corp. (f/k/a Orban, Inc.)), a Delaware
corporation (together with its successors and assigns, the
"Lender") and a party to the Credit Agreement referred to below.
All capitalized terms not defined herein shall have the
meaning ascribed to them in such Credit Agreement.
PRELIMINARY STATEMENTS
A.
CRL Systems, Inc., a Nevada
corporation (the "Borrower"), and the Lender have entered into a
Credit Agreement, dated as of May 31, 2000 (as amended,
supplemented, restated or otherwise modified from time to time, the
"Credit Agreement").
B.
In connection with the Credit
Agreement, the Borrower and certain of its Affiliates (other than
the Additional Grantor) have entered into the Guarantee and
Collateral Agreement, dated as of May 31, 2000 (as amended,
supplemented, restated or otherwise modified from time to time, the
"Guarantee and Collateral Agreement") in favor of the
Lender.
C.
Section 6.10 of the Credit Agreement
(in the case of Subsidiaries of the Borrower) or Section 8.14(b) of
the Guarantee and Collateral Agreement (in the case of Subsidiaries
of the Parent other than the Borrower and its Subsidiaries), as the
case may be, requires the Additional Grantor to become a party to
the Guarantee and Collateral Agreement.
The Additional Grantor has agreed to
execute and deliver this Assumption Agreement in order to become a
party to the Guarantee and Collateral Agreement.
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the Additional Grantor hereby agrees in favor of the
Lender as follows:
1.
Guarantee and Collateral Agreement.
By executing and delivering this Assumption Agreement, the
Additional Grantor, as provided in Section 8.14 of the Guarantee
and Collateral Agreement, hereby becomes a party to the Guarantee
and Collateral Agreement as a Grantor in all respects thereunder
with the same force and effect as if originally
