ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT is entered into this 23rd day of April, 1997 by
and between DRY BRANCH KAOLIN COMPANY, a Delaware corporation (the "Purchaser")
and NORD KAOLIN COMPANY, a Georgia limited partnership (the "Seller").
WHEREAS, pursuant to that certain Asset Purchase Agreement dated as of
March 5, 1997 (the "Purchase Agreement") by and between Purchaser and Seller,
Seller agreed to sell to Purchaser and Purchaser agreed to purchase from Seller,
for the consideration and upon the terms and conditions set forth in the
Purchase Agreement, all of Seller's rights, title and interest in and to the
Acquired Assets as the same are described in the Purchase Agreement; and
WHEREAS, pursuant to the Purchase Agreement, Purchaser has agreed to assume
certain obligations of Seller as partial consideration for the purchase of the
Acquired Assets; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to such terms in the Purchase Agreement.
NOW, THEREFORE, pursuant to the Purchase Agreement and in consideration of
the premises, and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed that:
1. PURCHASER UNDERTAKING. Purchaser hereby assumes and agrees timely to
pay and perform all of the Assumed Liabilities to the extent the same exist on
the date hereof. Other than as specifically stated herein or in the Purchase
Agreement, Purchaser assumes no debt, liability or obligation of Seller other
than such Assumed Liabilities.
2. THE PURCHASE AGREEMENT. Nothing contained in this Assumption
Agreement supersedes any of the obligations, agreements, covenants or warranties
of Seller or Purchaser under the Purchase Agreement (all of which survive the
execution and delivery of this Assumption Agreement as provided and subject to
the limitations set forth in the Purchase Agreement). If any conflict exists
between the terms of this Assumption Agreement and the Purchase Agreement, then
the terms of the Purchase Agreement shall govern and control.
3. GOVERNING LAW. This Assumption Agreement shall be governed and
construed in accordance with the laws of the State of Georgia without regard to
conflicts of laws principles.
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IN WITNESS WHEREOF, the parties hereto have caused this Assumption
Agreement to be executed in their names as of the date first above written.
SELLER:
NORD KAOLIN COMPANY
By: Norplex, Inc., its General Partner
By:
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Name:
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Title:
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PURCHASER:
DRY BRANCH KAOLIN COMPANY
By:
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Name:
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Title:
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