Common use of Acknowledgment and Restatement Clause in Contracts

Acknowledgment and Restatement. (a) Each Guarantor hereby acknowledges, confirms and agrees that Guarantors are indebted to Agent and Lenders in respect of any obligations, liabilities or indebtedness for loans, advances and letter of credit accommodations to Borrowers under the Existing Loan Agreement, the Existing Guaranty or the other Existing Financing Agreements, together with all interest accrued and accruing thereon, and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by Guarantors to Agent without offset, defense, or counterclaim of any kind, nature or description whatsoever. Each Guarantor hereby ratifies, assents, adopts and agrees to pay all of the Obligations arising before, on or after the date hereof. (b) Each Guarantor hereby acknowledges, confirms and agrees that Agent has and shall continue to have, for itself and the benefit of Lenders, valid, enforceable and perfected first priority security interests in and liens upon all of the Collateral heretofore granted to Agent pursuant to the Existing Guaranty to secure all of the Obligations as amended and restated pursuant to the Loan Agreement subject only to liens permitted under the Loan Agreement and the other Financing Agreements. (c) Each Guarantor hereby acknowledges, confirms and agrees that: (i) the Existing Guaranty has been duly executed and delivered by Guarantors and is in full force and effect as of the date hereof; (ii) the agreements and obligations of Guarantors contained in the Existing Guaranty constitute legal, valid and binding obligations of Guarantors enforceable against it in accordance with the terms thereof, and Guarantors have no valid defense, offset or counterclaim to the enforcement of such obligations; and (iii) Agent and Lenders are entitled to all of the rights, remedies and benefits provided for in the Existing Guaranty. (d) Except as otherwise stated in Section 16(b) hereof and in this Section 16(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Guaranty are hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded by the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement, except that nothing herein shall impair or adversely affect the continuation of the liability of Guarantors for the Obligations or the security interests and liens heretofore granted, pledged or assigned to Agent for itself and the benefit of Lenders. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities of Guarantors evidenced by or arising under the Existing Guaranty and any of the other Existing Financing Agreements to which Guarantors are a party, and the liens and security interests securing such indebtedness and other obligations and liabilities shall not in any manner be impaired, limited, terminated, waived or released.

Acknowledgment and Restatement. (a) Each Guarantor Pledgor hereby acknowledges, confirms and agrees that Guarantors are each Pledgor is indebted to Agent Pledgee and Lenders in respect of any obligations, liabilities or indebtedness for loans, advances and letter of credit accommodations to Borrowers Pledgee under the Existing Loan Agreement, the Existing Guaranty Security Agreement or the other Existing Financing Agreements, together with all interest accrued and accruing thereon, and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by Guarantors each Pledgor to Agent Pledgee without offset, defense, or counterclaim of any kind, nature or description whatsoever. Each Guarantor Pledgor hereby ratifies, assents, adopts and agrees to pay all of the Obligations arising before, on or after the date hereof. (b) Each Guarantor Pledgor hereby acknowledges, confirms and agrees that Agent Pledgee has and shall continue to have, for itself and the benefit of Lenders, valid, enforceable and perfected first priority security interests in and liens upon all of the Collateral heretofore granted to Agent Pledgee pursuant to the Existing Guaranty Security Agreement to secure all of the Obligations as amended and restated pursuant to the Loan Agreement subject only to liens permitted under the Loan Agreement and the other Financing Agreements. (c) Each Guarantor Pledgor hereby acknowledges, confirms and agrees that: (i) the Existing Guaranty Security Agreement has been duly executed and delivered by Guarantors Pledgors and is in full force and effect as of the date hereof; (ii) the agreements and obligations of Guarantors Pledgors contained in the Existing Guaranty Security Agreement constitute legal, valid and binding obligations of Guarantors Pledgors enforceable against it in accordance with the terms thereof, and Guarantors Pledgors have no valid defense, offset or counterclaim to the enforcement of such obligations; and (iii) Agent Pledgee and Lenders are entitled to all of the rights, remedies and benefits provided for in the Existing GuarantySecurity Agreement. (d) Except as otherwise stated in Section 16(b19(b) hereof and in this Section 16(d19(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Guaranty Security Agreement are hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded by the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement, except that nothing herein shall impair or adversely affect the continuation of the liability of Guarantors Pledgors for the Obligations obligations or the security interests and liens heretofore granted, pledged or assigned to Agent Pledgee for itself and the benefit of Lenders. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities of Guarantors Pledgors evidenced by or arising under the Existing Guaranty Security Agreement and any of the other Existing Financing Agreements to which Guarantors Pledgors are a party, and the liens and security interests securing such indebtedness and other obligations and liabilities shall not in any manner be impaired, limited, terminated, waived or released.

Acknowledgment and Restatement. (a) Each Guarantor Pledgor hereby acknowledges, confirms and agrees that Guarantors are Pledgor is indebted to Agent Pledgee and Lenders in respect of any obligations, liabilities or indebtedness for loans, advances and letter of credit accommodations to Borrowers Pledgee under the Existing Loan Agreement, the Existing Guaranty Security Agreement or the other Existing Financing Agreements, together with all interest accrued and accruing thereon, and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by Guarantors Pledgor to Agent Pledgee without offset, defense, or counterclaim of any kind, nature or description whatsoever. Each Guarantor Pledgor hereby ratifies, assents, adopts and agrees to pay all of the Obligations arising before, on or after the date hereof. (b) Each Guarantor Pledgor hereby acknowledges, confirms and agrees that Agent Pledgee has and shall continue to have, for itself and the benefit of Lenders, valid, enforceable and perfected first priority security interests in and liens upon all of the Collateral heretofore granted to Agent Pledgee pursuant to the Existing Guaranty Security Agreement to secure all of the Obligations as amended and restated pursuant to the Loan Agreement subject only to liens permitted under the Loan Agreement and the other Financing Agreements. (c) Each Guarantor Pledgor hereby acknowledges, confirms and agrees that: (i) the Existing Guaranty Security Agreement has been duly executed and delivered by Guarantors Pledgor and is in full force and effect as of the date hereof; (ii) the agreements and obligations of Guarantors Pledgor contained in the Existing Guaranty Security Agreement constitute legal, valid and binding obligations of Guarantors Pledgor enforceable against it in accordance with the terms thereof, and Guarantors have Pledgor has no valid defense, offset or counterclaim to the enforcement of such obligations; and (iii) Agent Pledgee and Lenders are entitled to all of the rights, remedies and benefits provided for in the Existing GuarantySecurity Agreement. (d) Except as otherwise stated in Section 16(b19(b) hereof and in this Section 16(d19(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Guaranty Security Agreement are hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded by the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement, except that nothing herein shall impair or adversely affect the continuation of the liability of Guarantors Pledgor for the Obligations obligations or the security interests and liens heretofore granted, pledged or assigned to Agent Pledgee for itself and the benefit of Lenders. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities of Guarantors Pledgor evidenced by or arising under the Existing Guaranty Security Agreement and any of the other Existing Financing Agreements to which Guarantors are Pledgor is a party, and the liens and security interests securing such indebtedness and other obligations and liabilities shall not in any manner be impaired, limited, terminated, waived or released.

Acknowledgment and Restatement. (a) Each Guarantor Pledgor hereby acknowledges, confirms and agrees that Guarantors are Pledgor is indebted to Agent Pledgee and Lenders in respect of any obligations, liabilities or indebtedness for loans, advances and letter of credit accommodations to Borrowers Pledgee under the Existing Loan Agreement, the Existing Guaranty Security Agreement or the other Existing Financing Agreements, together with all interest accrued and accruing thereon, and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by Guarantors Pledgor to Agent Pledgee without offset, defense, or counterclaim of any kind, nature or description whatsoever. Each Guarantor Pledgor hereby ratifies, assents, adopts and agrees to pay all of the Obligations arising before, on or after the date hereof. (b) Each Guarantor Pledgor hereby acknowledges, confirms and agrees that Agent Pledgee has and shall continue to have, for itself and the benefit of Lenders, valid, enforceable and perfected first priority security interests in and liens upon all of the Collateral heretofore granted to Agent Pledgee pursuant to the Existing Guaranty Security Agreement to secure all of the Obligations as amended and restated pursuant to the Loan Agreement subject only to liens permitted under the Loan Agreement and the other Financing Agreements. (c) Each Guarantor Pledgor hereby acknowledges, confirms and agrees that: (i) the Existing Guaranty Security Agreement has been duly executed and delivered by Guarantors Pledgor and is in full force and effect as of the date hereof; (ii) the agreements and obligations of Guarantors Pledgor contained in the Existing Guaranty Security Agreement constitute legal, valid and binding obligations of Guarantors Pledgor enforceable against it in accordance with the terms thereof, and Guarantors have Pledgor has no valid defense, offset or counterclaim to the enforcement of such obligations; and (iii) Agent Pledgee and Lenders are entitled to all of the rights, remedies and benefits provided for in the Existing GuarantySecurity Agreement. (d) Except as otherwise stated in Section 16(b18(b) hereof and in this Section 16(d18(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Guaranty Security Agreement are hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded by the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement, except that nothing herein shall impair or adversely affect the continuation of the liability of Guarantors Pledgor for the Obligations obligations or the security interests and liens heretofore granted, pledged or assigned to Agent Pledgee for itself and the benefit of Lenders. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities of Guarantors Pledgor evidenced by or arising under the Existing Guaranty Security Agreement and any of the other Existing Financing Agreements to which Guarantors are Pledgor is a party, and the liens and security interests securing such indebtedness and other obligations and liabilities shall not in any manner be impaired, limited, terminated, waived or released.

Acknowledgment and Restatement. (a) Rubatex Corporation ("Rubatex") has granted to Congress a security interest in, lien upon and pledge of, the Collateral as set forth in the Pledge and Security Agreement, dated April 20, 2001, between Rubatex and Congress (the "Existing Congress Agreement"). Each Guarantor of Groendyk Manufacturing Company, Inc. ("Groendyk"), OleTex Inc. ("OleTxx"), Xxdwest Rubber Custom Mixing Corp. ("Xxxxest") and Hoover-Hanes Rubber Custom Mixing Corp. ("Hoover", and together with Xxxxxxxx, XxeTex and Midwest and certain ox xxxxr affiliates, each an "Xxxxxxng Entity" and, collectively, "Existing Entities") have merged with and into Rubatex with Pledgor as the surviving corporation pursuant to the Agreement of Merger, dated on or about the date hereof, by and among Rubatex, Pledgor and the Existing Entities (the "Merger"). In connection with the Merger, Rubatex has changed it corporate name to RBX Industries, Inc. (the entity defined herein as "Pledgor"). (b) Pledgor hereby expressly assumes, adopts and ratifies the Existing Congress Agreement and acknowledges, confirms and agrees that Guarantors are indebted that: (i) Pledgor is and shall continue to Agent and Lenders be unconditionally liable in respect all respects for all of any obligations, liabilities or indebtedness for loans, advances and letter of credit accommodations the Obligations pursuant to Borrowers under the Existing Loan Congress Agreement, the Existing Guaranty or the other Existing Financing Agreements, together with all interest accrued and accruing thereon, and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by Guarantors to Agent without offset, defense, defense or counterclaim of any kind, nature or description whatsoever. Each Guarantor hereby ratifies, assents(ii) the security interest, adopts lien and agrees to pay all pledge of the Obligations arising beforeCollateral in favor of Congress and the perfection and priority thereof shall continue upon the Collateral as acquired by Pledgor pursuant to the Merger in all respects in full force and effect, on or after the date hereof. (biii) Each Guarantor hereby acknowledges, confirms and agrees that Agent Pledgee has and shall continue to have, for itself and the benefit of Lenders, valid, enforceable and perfected first priority have security interests in and in, liens upon and pledges of all of the Collateral heretofore granted to Agent Congress pursuant to the Existing Guaranty Congress Agreement to secure all of the Obligations Obligations, as amended and restated pursuant to the Loan Agreement subject only to liens permitted well as any Collateral granted hereunder or under the Loan Agreement and the other Financing Agreements. Agreements granted to or held by Pledgee, (c) Each Guarantor hereby acknowledges, confirms and agrees that: (i) the Existing Guaranty has been duly executed and delivered by Guarantors and is in full force and effect as of the date hereof; (iiiv) the agreements and obligations of Guarantors Rubatex contained in the Existing Guaranty Congress Agreement constitute the legal, valid and binding obligations of Guarantors Pledgor enforceable against it Pledgor in accordance with the terms thereofits respective terms, and Guarantors have no valid defense, offset or counterclaim to the enforcement of such obligations; and (iiiv) Agent and Lenders are Pledgee is entitled to all of the rights, rights and remedies and benefits provided for in the Existing GuarantyCongress Agreement and (vi) the security interest, lien and pledge of the Collateral in favor of Pledgee is and shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such liens and security interests, whether hereunder, under the other Financing Agreements or the Existing Congress Agreement. (dc) Except as otherwise stated in Section 16(b8(b) hereof and in this Section 16(d8(c), as of the date hereof, the terms, conditions, covenants, agreements, covenants, representations and warranties set forth in the Existing Guaranty Congress Agreement are hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded in their entirety by the terms, conditions agreementsconditions, covenants, agreements, representations and warranties set forth in this AgreementPledge Agreement and the other Financing Agreements, except that nothing contained herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Guarantors Pledgor for the Obligations or heretofore incurred during the Chapter 11 Cases and the security interests, liens and other interests and liens in the Collateral heretofore granted, pledged or and/or assigned to Agent for itself and by Pledgor (including during the benefit of Lenders. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities of Guarantors evidenced by or arising under the Existing Guaranty and any of the other Existing Financing Agreements to which Guarantors are a party, and the liens and security interests securing such indebtedness and other obligations and liabilities shall not in any manner be impaired, limited, terminated, waived or released.Chapter 11 Cases)

Acknowledgment and Restatement. (a) Each Guarantor Debtor has granted to Congress a security interest in and lien upon the Collateral pursuant to the Trademark Collateral Assignment and Security Agreement, dated April 20, 2001, between Debtor and Congress (the "Existing Congress Agreement"). RBX Group, Inc. ("RBX Group") has merged with and into Debtor with Debtor as the surviving corporation pursuant to the Agreement of Merger, dated on or about the date hereof, by and among RBX Group, Debtor and certain of their affiliates (the "Merger"). (b) Debtor as the survivor of the Merger hereby expressly assumes, adopts and ratifies the Existing Congress Agreement and acknowledges, confirms and agrees that Guarantors are indebted that: (i) Debtor as the survivor of the Merger is and shall continue to Agent and Lenders be unconditionally liable in respect all respects for all of any obligations, liabilities or indebtedness for loans, advances and letter of credit accommodations the Obligations pursuant to Borrowers under the Existing Loan Congress Agreement, the Existing Guaranty or the other Existing Financing Agreements, together with all interest accrued and accruing thereon, and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by Guarantors to Agent without offset, defense, defense or counterclaim of any kind, nature or description whatsoever. Each Guarantor hereby ratifies, assents(ii) the security interest in and lien upon the Collateral in favor of Congress and the perfection and priority thereof shall continue upon the Collateral in all respects in full force and effect, adopts and agrees to pay all of the Obligations arising before, on or after the date hereof. (biii) Each Guarantor hereby acknowledges, confirms and agrees that Agent Secured Party has and shall continue to have, for itself and the benefit of Lenders, valid, enforceable and perfected first priority have security interests in and liens upon all of the Collateral heretofore granted to Agent Congress pursuant to the Existing Guaranty Congress Agreement to secure all of the Obligations Obligations, as amended and restated pursuant to the Loan Agreement subject only to liens permitted well as any Collateral granted hereunder or under the Loan Agreement and the other Financing Agreements. Agreements granted to or held by Secured Party, (c) Each Guarantor hereby acknowledges, confirms and agrees that: (i) the Existing Guaranty has been duly executed and delivered by Guarantors and is in full force and effect as of the date hereof; (iiiv) the agreements and obligations of Guarantors Debtor contained in the Existing Guaranty Congress Agreement constitute the legal, valid and binding obligations of Guarantors Debtor (as successor by merger to RBX Group) enforceable against it Debtor in accordance with the terms thereofits respective terms, and Guarantors have no valid defense, offset or counterclaim to the enforcement of such obligations; and (iiiv) Agent and Lenders are Secured Party is entitled to all of the rights, rights and remedies and benefits provided for in the Existing GuarantyCongress Agreement and (vi) the security interests in and liens upon the Collateral of Secured Party are and shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such liens and security interests, whether hereunder, under the other Financing Agreements or the Existing Congress Agreement. (dc) Except as otherwise stated in Section 16(b7(b) hereof and in this Section 16(d7(c), as of the date hereof, the terms, conditions, covenants, agreements, covenants, representations and warranties set forth in the Existing Guaranty Congress Agreement are hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded in their entirety by the terms, conditions agreementsconditions, covenants, agreements, representations and warranties set forth in this AgreementAgreement and the other Financing Agreements, except that nothing contained ------ ---- herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Guarantors Debtor for the Obligations or heretofore incurred during the Chapter 11 Cases (as predecessor to Debtor) and the security interests, liens and other interests and liens in the Collateral heretofore granted, pledged and/or assigned (including during the Chapter 11 Cases), as predecessor to Debtor or assigned otherwise, to Agent for itself and the benefit of LendersLenders or Secured Party. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities of Guarantors Debtor evidenced by or arising under the Existing Guaranty and any of the other Existing Financing Agreements to which Guarantors are a partyCongress Agreement, and the liens and security interests securing such indebtedness and other obligations and liabilities liabilities, which shall not in any manner be impaired, limited, terminated, waived or released. (d) Debtor, for itself and its successors and assigns, does hereby remise, release, discharge and hold Lenders and Secured Party, any of their respective officers, directors, agents and employees and their respective predecessors, successors and assigns harmless from all claims, demands, debts, sums of money, accounts, damages, judgments, financial obligations, actions, causes of action, suits at law or in equity, of any kind or nature whatsoever, whether or not now existing or known, which Debtor or its respective successors or assigns has had or may now or hereafter claim to have against Congress or Secured Party or any of their respective officers, directors, agents and employees and their respective predecessors, successors and assigns in any way arising from or connected with the Existing Congress Agreement or the arrangements set forth therein or transactions thereunder up to and including the date hereof.

Acknowledgment and Restatement. (a) Rubatex Corporation ("Rubatex"), Xxxxxxxx Manufacturing Company, Inc. ("Xxxxxxxx"), OleTex Inc. ("OleTex"), Midwest Rubber Custom Mixing Corp. ("Midwest") and Xxxxxx-Xxxxx Rubber Custom Mixing Corp. ("Xxxxxx", and together with Rubatex, Xxxxxxxx, OleTex and Midwest, each an "Existing Debtor" and, collectively, "Existing Debtors") have each granted to Congress a security interest in and lien upon the Collateral as set forth in the Trademark Collateral Assignment and Security Agreement, each dated April 20, 2001, by and between each Existing Debtor and Congress (collectively, the "Existing Congress Agreements"). Each Guarantor Existing Debtor (other than Rubatex) has merged with and into Rubatex, with Rubatex as the surviving corporation, pursuant to the Agreement of Merger, dated on or about the date herewith, by and among Debtor, each Existing Debtor and certain of their affiliates (the "Mergers"). In connection with the Mergers, Rubatex has changed it corporate name to RBX Industries, Inc. (the entity defined herein as "Debtor"). Pursuant to the Mergers, Debtor has assumed all of the obligations and liabilities of each Existing Debtor (other than Rubatex) pursuant to the Existing Congress Agreements and otherwise and has acquired all of the assets and properties of each Existing Debtor (other than Rubatex), including, without limitation, the Collateral. Debtor has acquired such assets and properties subject to the security interests in and liens upon the Collateral granted to Congress pursuant to the Existing Congress Agreements, which security interests and liens are and shall continue to be in full force and effect. (b) Debtor as the survivor of the Mergers hereby expressly assumes, adopts and ratifies the Existing Congress Agreements and acknowledges, confirms and agrees that Guarantors are indebted that: (i) Debtor as the survivor of the Mergers is and shall continue to Agent and Lenders be unconditionally liable in respect all respects for all of any obligations, liabilities or indebtedness for loans, advances and letter of credit accommodations the Obligations pursuant to Borrowers under the Existing Loan Agreement, the Existing Guaranty or the other Existing Financing Congress Agreements, together with all interest accrued and accruing thereon, and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by Guarantors to Agent without offset, defense, defense or counterclaim of any kind, nature or description whatsoever. Each Guarantor hereby ratifies, assents(ii) the security interest in and lien upon the Collateral in favor of Congress and the perfection and priority thereof shall continue upon the Collateral in all respects in full force and effect, adopts and agrees to pay all of the Obligations arising before, on or after the date hereof. (biii) Each Guarantor hereby acknowledges, confirms and agrees that Agent Secured Party has and shall continue to have, for itself and the benefit of Lenders, valid, enforceable and perfected first priority have security interests in and liens upon all of the Collateral heretofore granted to Agent Congress pursuant to the Existing Guaranty Congress Agreements to secure all of the Obligations Obligations, as amended and restated pursuant to the Loan Agreement subject only to liens permitted well as any Collateral granted hereunder or under the Loan Agreement and the other Financing Agreements. Agreements granted to or held by Congress or Secured Party, (c) Each Guarantor hereby acknowledges, confirms and agrees that: (i) the Existing Guaranty has been duly executed and delivered by Guarantors and is in full force and effect as of the date hereof; (iiiv) the agreements and obligations of Guarantors Debtor contained in the Existing Guaranty Congress Agreements constitute the legal, valid and binding obligations of Guarantors Debtor (as successor by merger to each Existing Debtor (other than Rubatex)) enforceable against it Debtor in accordance with the terms thereofits respective terms, and Guarantors have no valid defense, offset or counterclaim to the enforcement of such obligations; and (iiiv) Agent and Lenders are Secured Party is entitled to all of the rights, rights and remedies and benefits provided for in the Existing GuarantyCongress Agreements and (vi) the security interests in and liens upon the Collateral of Secured Party are and shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such liens and security interests, whether hereunder, under the other Financing Agreements or the Existing Congress Agreements. (dc) Except as otherwise stated in Section 16(b7(b) hereof and in this Section 16(d7(c), as of the date hereof, the terms, conditions, covenants, agreements, covenants, representations and warranties set forth in the Existing Guaranty Congress Agreements are hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded in their entirety by the terms, conditions agreementsconditions, covenants, agreements, representations and warranties set forth in this AgreementAgreement and the other Financing Agreements, except that nothing contained herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Guarantors Debtor for the Obligations or heretofore incurred during the Chapter 11 Cases (as successor by merger to the Existing Debtors (other than Rubatex)) and the security interests, liens and other interests and liens in the Collateral heretofore granted, pledged and/or assigned by Existing Debtors (including during the Chapter 11 Cases), as predecessors to Debtor or assigned otherwise, to Agent for itself and the benefit of LendersLenders or Secured Party. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities of Guarantors Debtor evidenced by or arising under the Existing Guaranty and any of the other Existing Financing Agreements to which Guarantors are a partyCongress Agreements, and the liens and security interests securing such indebtedness and other obligations and liabilities liabilities, which shall not in any manner be impaired, limited, terminated, waived or released. (d) Debtor, for itself and its successors and assigns, does hereby remise, release, discharge and hold Lenders and Secured Party, and any of their respective officers, directors, agents and employees and their respective predecessors, successors and assigns harmless from all claims, demands, debts, sums of money, accounts, damages, judgments, financial obligations, actions, causes of action, suits at law or in equity, of any kind or nature whatsoever, whether or not now existing or known, which Debtor or its respective successors or assigns has had or may now or hereafter claim to have against Congress or Secured Party or any of their respective officers, directors, agents and employees and their respective predecessors, successors and assigns in any way arising from or connected with the Existing Congress Agreements or the arrangements set forth therein or transactions thereunder up to and including the date hereof.

Acknowledgment and Restatement. (a) Rubatex Corporation ("Rubatex") has granted to Congress a security interest in, lien upon and pledge of, the Collateral as set forth in the Patent Collateral Assignment and Security Agreement, dated April 20, 2001, between Rubatex and Congress (the "Existing Congress Agreement"). Each Guarantor of Groendyk Manufacturing Company, Inc. ("Groendyk"), OleTex Inc. ("OleTxx"), Xxdwest Rubber Custom Mixing Corp. ("Xxxxest") and Hoover-Hanes Rubber Custom Mixing Corp. ("Hoover", and together with Xxxxxxxx, XxeTex and Midwest and certain ox xxxxr affiliates, each an "Xxxxxxng Entity" and, collectively, "Existing Entities") have merged with and into Rubatex with Rubatex as the surviving corporation pursuant to the Agreement of Merger, dated on or about the date hereof, by and among Rubatex, Debtor and Existing Entities (the "Merger"). In connection with the Merger, Rubatex has changed it corporate name to RBX Industries, Inc. (the entity defined herein as "Debtor"). (b) Debtor hereby expressly assumes, adopts and ratifies the Existing Congress Agreement and acknowledges, confirms and agrees that Guarantors are indebted that: a. Debtor is and shall continue to Agent and Lenders be unconditionally liable in respect all respects for all of any obligations, liabilities or indebtedness for loans, advances and letter of credit accommodations the Obligations pursuant to Borrowers under the Existing Loan Congress Agreement, the Existing Guaranty or the other Existing Financing Agreements, together with all interest accrued and accruing thereon, and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by Guarantors to Agent without offset, defense, defense or counterclaim of any kind, nature or description whatsoever. Each Guarantor hereby ratifies, assentsb. the security interest in and lien upon the Collateral in favor of Congress and the perfection and priority thereof shall continue upon the Collateral in all respects in full force and effect, adopts and agrees to pay all of the Obligations arising before, on or after the date hereof. (b) Each Guarantor hereby acknowledges, confirms and agrees that Agent c. Secured Party has and shall continue to have, for itself and the benefit of Lenders, valid, enforceable and perfected first priority have security interests in and liens upon all of the Collateral heretofore granted to Agent Congress pursuant to the Existing Guaranty Congress Agreement to secure all of the Obligations Obligations, as amended and restated pursuant to the Loan Agreement subject only to liens permitted well as any Collateral granted hereunder or under the Loan Agreement and the other Financing Agreements. (c) Each Guarantor hereby acknowledgesAgreements granted to or held by Congress or Secured Party, confirms and agrees that: (i) the Existing Guaranty has been duly executed and delivered by Guarantors and is in full force and effect as of the date hereof; (ii) d. the agreements and obligations of Guarantors Debtor contained in the Existing Guaranty Congress Agreement constitute the legal, valid and binding obligations of Guarantors Debtor enforceable against it Debtor in accordance with the terms thereofits respective terms, and Guarantors have no valid defense, offset or counterclaim to the enforcement of such obligations; and (iii) Agent and Lenders are e. Secured Party is entitled to all of the rights, rights and remedies and benefits provided for in the Existing GuarantyCongress Agreement and f. the security interests in and liens upon the Collateral of Secured Party are and shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such liens and security interests, whether hereunder, under the other Financing Agreements or the Existing Congress Agreement. (dc) Except as otherwise stated in Section 16(b7(b) hereof and in this Section 16(d7(c), as of the date hereof, the terms, conditions, covenants, agreements, covenants, representations and warranties set forth in the Existing Guaranty Congress Agreement are hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded in their entirety by the terms, conditions agreementsconditions, covenants, agreements, representations and warranties set forth in this AgreementAgreement and the other Financing Agreements, except that nothing contained herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Guarantors Debtor for the Obligations or heretofore incurred during the Chapter 11 Cases and the security interests, liens and other interests and liens in the Collateral heretofore granted, pledged and/or assigned by Debtor (including during the Chapter 11 Cases or assigned otherwise) to Agent for itself and the benefit of LendersLenders or Secured Party. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities of Guarantors Debtor evidenced by or arising under the Existing Guaranty and any of the other Existing Financing Agreements to which Guarantors are a partyAgreement, and the liens and security interests securing such indebtedness and other obligations and liabilities liabilities, which shall not in any manner be impaired, limited, terminated, waived or released. (d) Debtor, for itself and its successors and assigns, does hereby remise, release, discharge and hold Lenders and Secured Party, and any of their respective officers, directors, agents and employees and their respective predecessors, successors and assigns harmless from all claims, demands, debts, sums of money, accounts, damages, judgments, financial obligations, actions, causes of action, suits at law or in equity, of any kind or nature whatsoever, whether or not now existing or known, which Debtor or its respective successors or assigns has had or may now or hereafter claim to have against Congress or Secured Party or any of their respective officers, directors, agents and employees and their respective predecessors, successors and assigns in any way arising from or connected with the Existing Congress Agreement or the arrangements set forth therein or transactions thereunder up to and including the date hereof.

Acknowledgment and Restatement. (a) Each Guarantor Pledgor hereby acknowledges, confirms and agrees that Guarantors are Pledgor is indebted to Agent Pledgee and Lenders in respect of any obligations, liabilities or indebtedness for loans, advances and letter of credit accommodations to Borrowers Pledgee under the Existing Loan Agreement, the Existing Guaranty Security Agreement or the other Existing Financing Agreements, together with all interest accrued and accruing thereon, and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by Guarantors Pledgor to Agent Pledgee without offset, defense, or counterclaim of any kind, nature or description whatsoever. Each Guarantor Pledgor hereby ratifies, assents, adopts and agrees to pay all of the Obligations arising before, on or after the date hereof. (b) Each Guarantor Pledgor hereby acknowledges, confirms and agrees that Agent Pledgee has and shall continue to have, for itself and the benefit of Lenders, valid, enforceable and perfected first priority security interests in and liens upon all of the Collateral heretofore granted to Agent Pledgee pursuant to the Existing Guaranty Security Agreement to secure all of the Obligations as amended and restated pursuant to the Loan Agreement subject only to liens permitted under the Loan Agreement and the other Financing Agreements. (c) Each Guarantor Pledgor hereby acknowledges, confirms and agrees that: (i) the Existing Guaranty Security Agreement has been duly executed and delivered by Guarantors Pledgor and is in full force and effect as of the date hereof; (ii) the agreements and obligations of Guarantors Pledgor contained in the Existing Guaranty Security Agreement constitute legal, valid and binding obligations of Guarantors Pledgor enforceable against it in accordance with the terms thereof, and Guarantors have Pledgor has no valid defense, offset or counterclaim to the enforcement of such obligations; and (iii) Agent Pledgee and Lenders are entitled to all of the rights, remedies and benefits provided for in the Existing GuarantySecurity Agreement. (d) Except as otherwise stated in Section 16(b18(b) hereof and in this Section 16(d18(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Guaranty Security Agreement are hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded by the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement, except that nothing herein shall impair or adversely affect the continuation of the liability of Guarantors Pledgor for the Obligations obligations or the security interests and liens heretofore granted, pledged or assigned to Agent Pledgee for itself and the benefit of Lenders. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities of Guarantors Pledgor evidenced by or arising under the Existing Guaranty Security Agreement and any of the other Existing Financing Agreements to which Guarantors are Pledgor is a party, and the liens and security interests securing such indebtedness and other obligations and liabilities shall not in any manner be impaired, limited, terminated, waived or released.. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Acknowledgment and Restatement. (a) Each Guarantor hereby acknowledges, confirms and agrees that Guarantors are indebted to Agent and Lenders in respect of any obligations, liabilities or indebtedness for loans, advances and letter of credit accommodations to Borrowers under the Existing Loan Agreement, the Existing Guaranty or the other Existing Financing Agreements, together with all interest accrued and accruing thereon, and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by Guarantors to Agent without offset, defense, or counterclaim of any kind, nature or description whatsoever. Each Guarantor hereby ratifies, assents, adopts and agrees to pay all of the Obligations arising before, on or after the date hereof. (b) Each Guarantor hereby acknowledges, confirms and agrees that Agent has and shall continue to have, for itself and the benefit of Lenders, valid, enforceable and perfected first priority security interests in and liens upon all of the Collateral heretofore granted to Agent pursuant to the Existing Guaranty to secure all of the Obligations as amended and restated pursuant to the Loan Agreement subject only to liens permitted under the Loan Agreement and the other Financing Agreements. (c) Each Guarantor Obligor hereby acknowledges, confirms and agrees that: (i) the Existing Guaranty Intercompany Agreement has been duly executed and delivered by Guarantors Obligors and is in full force and effect as of the date hereof; (ii) the agreements and obligations of Guarantors Obligors contained in the Existing Guaranty Intercompany Agreement constitute legal, valid and binding obligations of Guarantors Obligors enforceable against it in accordance with the terms thereof, and Guarantors Obligors have no valid defense, offset or counterclaim to the enforcement of such obligations; and (iii) Agent Agent, Lenders and Lenders Bank Product Provider are entitled to all of the rights, remedies and benefits provided for in the Existing GuarantyIntercompany Agreement. (db) Except as otherwise stated in Section 16(b) hereof and in this Section 16(d), as As of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Guaranty Intercompany Agreement are hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded by the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement, except that nothing herein shall impair or adversely affect the continuation of the liability of Guarantors Obligors for the Obligations obligations or the security interests and liens heretofore granted, pledged or assigned to Agent for itself and the benefit of LendersLenders and Bank Product Provider. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities of Guarantors Obligors evidenced by or arising under the Existing Guaranty Intercompany Agreement and any of the other Existing Financing Agreements to which Guarantors Obligors are a party, and the liens and security interests securing such indebtedness and other obligations and liabilities shall not in any manner be impaired, limited, terminated, waived or released.

Acknowledgment and Restatement. (a) Each Guarantor Pledgor has granted to Congress a security interest in, lien upon and pledge of, the Collateral as set forth in the Pledge and Security Agreement, dated April 20, 2001, between Pledgor and Congress (the "Existing Congress Agreement") with respect to the stock of each of Rubatex Corporation ("Rubatex"), Xxxxxxxx Manufacturing Company, Inc. ("Xxxxxxxx"), OleTex Inc. ("OleTex"), Midwest Rubber Custom Mixing Corp. ("Midwest"), Xxxxxx-Xxxxx Rubber Custom Mixing Corp. ("Xxxxxx"), Waltex Corporation ("Waltex"), UPR Disposition, Inc. ("UPR") and Universal Rubber Company ("Universal", and together with Rubatex, Xxxxxxxx, OleTex, Midwest, Xxxxxx, Waltex, UPR and Universal, each an "Existing Issuer" and, collectively, "Existing Issuers"). Existing Issuers (other than Rubatex) have each merged with and into Issuer with Issuer as the surviving corporation pursuant to the Agreement of Merger, dated on or about the date hereof, by and among Issuer and the Existing Issuers (the "Merger"). In connection with the Merger, Rubatex has changed it corporate name to RBX Industries, Inc. (the entity defined herein as "Issuer"). As a result of the Merger and the name change described above, the issued and outstanding shares of capital stock of each Existing Issuer have been replaced with the issued and outstanding shares of capital stock of Issuer and such stock of Issuer shall be, in all respects, considered Collateral pursuant to the Existing Congress Agreement and shall be, in all respects, subject to the terms and provisions of the Existing Congress Agreement. (b) Pledgor hereby expressly assumes, adopts and ratifies the Existing Congress Agreement and acknowledges, confirms and agrees that Guarantors are indebted that: (i) Pledgor is and shall continue to Agent and Lenders be unconditionally liable in respect all respects for all of any obligations, liabilities or indebtedness for loans, advances and letter of credit accommodations the Obligations pursuant to Borrowers under the Existing Loan Congress Agreement, the Existing Guaranty or the other Existing Financing Agreements, together with all interest accrued and accruing thereon, and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by Guarantors to Agent without offset, defense, defense or counterclaim of any kind, nature or description whatsoever. Each Guarantor hereby ratifies, assents(ii) the security interest, adopts lien and agrees to pay all pledge of the Obligations arising beforeCollateral in favor of Congress and the perfection and priority thereof shall continue upon the Collateral as acquired by Pledgor pursuant to the Merger in all respects in full force and effect, on or after the date hereof. (biii) Each Guarantor hereby acknowledges, confirms and agrees that Agent Pledgee has and shall continue to have, for itself and the benefit of Lenders, valid, enforceable and perfected first priority have security interests in and in, liens upon and pledges of all of the Collateral heretofore granted to Agent Congress pursuant to the Existing Guaranty Congress Agreement to secure all of the Obligations Obligations, as amended and restated pursuant to the Loan Agreement subject only to liens permitted well as any Collateral granted hereunder or under the Loan Agreement and the other Financing Agreements. Agreements granted to or held by Congress or Pledgee, (c) Each Guarantor hereby acknowledges, confirms and agrees that: (i) the Existing Guaranty has been duly executed and delivered by Guarantors and is in full force and effect as of the date hereof; (iiiv) the agreements and obligations of Guarantors Pledgor contained in the Existing Guaranty Congress Agreement constitute the legal, valid and binding obligations of Guarantors Pledgor enforceable against it Pledgor in accordance with the terms thereofits respective terms, and Guarantors have no valid defense, offset or counterclaim to the enforcement of such obligations; and (iiiv) Agent and Lenders are Pledgee is entitled to all of the rights, rights and remedies and benefits provided for in the Existing GuarantyCongress Agreement and (vi) the security interest, lien and pledge of the Collateral in favor of Pledgee is and shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such liens and security interests, whether hereunder, under the other Financing Agreements or the Existing Congress Agreement. (dc) Except as otherwise stated in Section 16(b7(b) hereof and in this Section 16(d7(c), as of the date hereof, the terms, conditions, covenants, agreements, covenants, representations and warranties set forth in the Existing Guaranty Congress Agreement are hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded in their entirety by the terms, conditions agreementsconditions, covenants, agreements, representations and warranties set forth in this AgreementPledge Agreement and the other Financing Agreements, except that nothing contained ------ ---- herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Guarantors Pledgor for the Obligations or heretofore incurred during the Chapter 11 Cases and the security interests, liens and other interests and liens in the Collateral heretofore granted, pledged or and/or assigned to Agent for itself and (including during the benefit of Lenders. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities of Guarantors evidenced by or arising under the Existing Guaranty and any of the other Existing Financing Agreements to which Guarantors are a party, and the liens and security interests securing such indebtedness and other obligations and liabilities shall not in any manner be impaired, limited, terminated, waived or released.Chapter 11 Cases)

Acknowledgment and Restatement. (a) Each Guarantor The Borrower hereby acknowledges, confirms and agrees that Guarantors are the Borrower is indebted to Agent and the Closing Date Lenders for Loans in respect the aggregate principal amount of any obligations, liabilities or indebtedness for loans, advances and letter $20,000,000 as of credit accommodations to Borrowers under the Existing Loan Agreement, the Existing Guaranty or the other Existing Financing AgreementsClosing Date, together with all interest accrued and accruing thereon, and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by Guarantors the Borrower to the Closing Date Lenders, Administrative Agent and Collateral Agent, as applicable, without offset, defense, defense or counterclaim of any kind, nature or description whatsoever. Each Guarantor hereby ratifies, assents, adopts and agrees to pay all of the Obligations arising before, on or after the date hereof. (b) Each Guarantor The Borrower hereby acknowledges, confirms and agrees that (i) the Collateral Agent has and shall continue to have, for itself and the benefit of Lenders, valid, enforceable and perfected first priority have a security interests interest in and liens lien upon all of the Collateral (as defined in the Existing Credit Agreement) heretofore granted to the Collateral Agent pursuant to the Existing Guaranty Security Documents to secure all the Obligations (as defined in the Existing Credit Agreement, and (ii) the liens and security interests of the Obligations as amended Collateral Agent in the Collateral shall be deemed to have been continuously granted and restated pursuant perfected from the earliest date of the granting and perfection of such liens and security interests to the Loan Agreement subject only to liens permitted Collateral Agent, whether under the Loan Existing Credit Agreement, this Agreement and or any of the other Financing AgreementsCredit Documents. (c) Each Guarantor hereby acknowledges, confirms and agrees that: (i) the Existing Guaranty has been duly executed and delivered by Guarantors and is in full force and effect as of the date hereof; (ii) the agreements and obligations of Guarantors contained in the Existing Guaranty constitute legal, valid and binding obligations of Guarantors enforceable against it in accordance with the terms thereof, and Guarantors have no valid defense, offset or counterclaim to the enforcement of such obligations; and (iii) Agent and Lenders are entitled to all of the rights, remedies and benefits provided for in the Existing Guaranty. (d) Except as otherwise stated in Section 16(b) hereof and in this Section 16(d), as of the date hereof, the The terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Guaranty Credit Agreement are hereby amended and restated in their entiretyentirety as set forth in this Agreement, and as so amended and restated, are replaced and superseded superseded, by the terms, conditions conditions, agreements, covenants, representations and warranties set forth in this Agreement, except that nothing herein or in the other Credit Documents shall impair or adversely affect the continuation of the liability of Guarantors the Borrower for the Obligations or (as defined in the Existing Credit Agreement) heretofore incurred as such Obligations have been amended and restated under this Agreement and the other Credit Documents and the security interests, liens and other interests and liens in the Collateral (as defined in the Existing Credit Agreement) heretofore granted, pledged or and/or assigned by the Borrower to Agent the Collateral Agent, which on and after the date hereof shall be deemed to have been granted to the Collateral Agent, for itself and the ratable benefit of the Lenders, to secure the Obligations hereunder. The amendment and restatement contained herein shall not, in any manner, be construed to (i) constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities the Obligations (as defined in the Existing Credit Agreement) of Guarantors any Borrower evidenced by or arising under the Existing Guaranty and any of the other Existing Financing Agreements to which Guarantors are a partyCredit Agreement, and the liens and security interests of the Collateral Agent securing such indebtedness and other obligations and liabilities the Obligations (as defined in the Existing Credit Agreement), which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of the Collateral Agent, for the ratable benefit of the Lenders, (ii) waive or accept any misrepresentation, breach or remedy under the Existing Credit Agreement or the other Credit Documents that arose prior to the amendment and restatement hereof, or (iii) modify any provision of any Credit Document save as expressly provided herein. (d) The Borrower for itself and its successors and assigns hereby remise, release, discharge and hold the Administrative Agent and the Collateral Agent, its officers, directors, agents and employees and their respective predecessors, successors and assigns harmless from all claims, demands, debts, sums of money, accounts, damages, judgments, financial obligations, actions, causes of action, suits at law or in equity, of any kind or nature whatsoever, whether or not now existing or known, which such Borrower, or its successors or assigns has had or may now or hereafter claim to have against the Administrative Agent or the Collateral Agent or its officers, directors, agents and employees and their respective predecessors, successors and assigns in any way arising from or connected with the Existing Credit Agreement or the arrangements set forth therein or transactions thereunder up to and including the date hereof (but excluding, in each case of this clause (d), any losses, liabilities, claims, demands, debts, sums of money, accounts, damages, expenses, judgments, financial obligations, actions, causes of action, suits at law or in equity to the extent incurred by reason of the bad faith, gross negligence or willful misconduct of the Administrative Agent, the Collateral Agent or any of their respective officers, directors, agents, employees, predecessors, successors and assigns). (e) Notwithstanding anything in the contrary herein, other than Schedules 1.01(a), 1.01(b), 6.13(a), 6.22, 11.03 and 11.08, which are appended hereto, the Schedules and Exhibits in the Existing Credit Agreement (which will only be required to be true, correct and complete as of the Closing Date) shall apply to this Agreement as if appended hereto.