Exhibit 10.2
SUBSIDIARY ASSUMPTION AGREEMENT
SUBSIDIARY ASSUMPTION AGREEMENT (this "Agreement") dated as of March 31,
2000, made by Franklin Plastics Holdings LLC, a Delaware limited liability
company (the "New Guarantor"). Unless otherwise defined herein, capitalized
terms used herein and defined in the Credit Agreement referred to below are used
herein as so defined.
W I T N E S S E T H:
WHEREAS, Consolidated Container Holdings LLC ("Holdings"), Consolidated
Container Company LLC (the "Borrower"), the Banks party thereto from time to
time, Bankers Trust Company, as Administrative Agent, Xxxxxx Guaranty Trust
Company of New York, as Documentation Agent and Xxxxxxxxx, Lufkin & Xxxxxxxx
Securities Corporation, as Syndication Agent are parties to a Credit Agreement
dated as of July 1, 1999 (as amended, modified or supplemented to the date
hereof, the "Credit Agreement");
WHEREAS, in connection with the Credit Agreement, each Subsidiary of the
Borrower has entered into a Subsidiaries Guaranty dated as of July 1, 1999 (as
in effect on the date hereof, the "Subsidiaries Guaranty");
WHEREAS, in connection with the Credit Agreement, Holdings, the Borrower
and each Subsidiary of the Borrower have entered into a Pledge Agreement dated
as of July 1, 1999 (as in effect on the date hereof, the "Pledge Agreement");
WHEREAS, in connection with the Credit Agreement, Holdings, the Borrower
and each Subsidiary of the Borrower have entered into a Security Agreement dated
as of July 1, 1999 (as in effect on the date hereof, the "Security Agreement"
and, together with the Subsidiaries Guaranty and Pledge Agreement, the
"Documents");
WHEREAS, the New Guarantor is a Wholly-Owned Domestic Subsidiary of the
Borrower; and
WHEREAS, the new Guarantor desires to execute and deliver this Agreement
in order to become party to each of the Documents;
NOW, THEREFORE, IT IS AGREED;
1. Subsidiaries Guaranty. By executing and delivering this Agreement, the
New Guarantor hereby becomes a party to the Subsidiaries Guaranty as a
"Guarantor" thereunder, and hereby expressly and jointly and severally assumes
all obligations and liabilities of a "Guarantor" thereunder, subject to the
limitations set forth therein. The New Guarantor hereby makes each of the
representations and warranties contained in the Subsidiaries Guaranty on the
date hereof, after giving effect to this Agreement, provided that references to
"the Initial Borrowing Date" in Section 11(iv) of the Subsidiaries Guaranty
shall be to "the date hereof".
2. Pledge Agreement. By executing and delivering this Agreement, the New
Guarantor hereby becomes a party to the Pledge Agreement as a "Pledgor"
thereunder, and hereby expressly assumes all obligations and liabilities of a
"Pledgor" thereunder. Annexes A, B, C, D, E, and F of the Pledge Agreement are
each hereby amended with the information contained in Annexes A, B, C, D, E, and
F attached to Annex 1 of this Agreement. The New Guarantor hereby makes each of
the representations and warranties contained in the Pledge Agreement on the date
hereof, after giving effect to this Agreement, provided that references to "the
Initial Borrowing Date" in Section 15(a)(iv) of the Pledge Agreement shall be to
"the Date hereof".
3. Security Agreement. By executing and delivering this Agreement, the New
Guarantor hereby becomes a party to the Security Agreement as an "Assignor"
thereunder, and hereby assumes all obligations and liability of an "Assignor"
thereunder. Annexes A, B, C, D, E, and F of the Security Agreement are each
hereby amended by replacing such Annexes with the information contained in
Annexes A, B, C, D, E, and F attached to Annex II of this Agreement. The New
Guarantor hereby makes each of the representations and warranties contained in
the Security Agreement on the date hereof, after giving effect to this
Agreement.
4. Pledged Securities; Financing Statements. By executing and delivering
this Agreement, the New Guarantor hereby agrees to:
(i) execute and deliver to the Collateral Agent an agreement,
substantially in the form of Annex G to the Pledge Agreement; and
(ii) execute and deliver to the Collateral Agent such financing
statements, in form acceptable to the Collateral Agent, as the Collateral Agent
may request or as are necessary or desirable in the opinion of the Collateral
Agent to establish and maintain a valid, enforceable first priority perfected
security interest in the Collateral (as defined in the Security Agreement) owned
by the New Guarantor.
5. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
6. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
* * *
-2-
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly
executed and delivered as of the date first above written.
FRANKLIN PLASTICS HOLDINGS, LLC
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Title: Chief Financial Officer
ACKNOWLEDGED AND ACCEPTED
BANKERS TRUST COMPANY
and as Collateral Agent
By: /s/ Xxxxx X. XxXxxxx
---------------------------------
Title: Director
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ANNEX I
-4-
ANNEX A
LIST OF SUBSIDIARIES
Jurisdiction of
Company Owned By Percentage Owned Incorporation
------- -------- ---------------- -------------
Franklin Plastics Consolidated 100% Delaware
Holdings LLC Container Company
LLC
-5-
ANNEX B
LIST OF STOCK
None.
-6-
ANNEX C
LIST OF NOTES
None.
-7-
ANNEX D
LIST OF LIMITED LIABILITY COMPANY INTERESTS
Name of Issuing Corporation Percentage Owned
Franklin Plastics Holdings LLC 100%
-8-
ANNEX E
LIST OF PARTNERSHIP INTERESTS
None.
-9-
ANNEX F
LIST OF CHIEF EXECUTIVE OFFICES
Franklin Plastics Holdings LLC
0000 X. XxxXxxxxx Xxxx.
Xxxxx 000
Xxxxxx, Xxxxx 00000
-10-
ANNEX II
-11-
ANNEX A
LIST OF CHIEF EXECUTIVE OFFICES
Franklin Plastics Holdings LLC
0000 X. XxxXxxxxx Xxxx.
Xxxxx 000
Xxxxxx, Xxxxx 00000
-12-
ANNEX B
SCHEDULE OF EQUIPMENT AND INVENTORY LOCATIONS
None.
-13-
ANNEX C
SCHEDULE OF TRADE AND FICTITIOUS NAMES
None.
-00-
XXXXX X
XXXXXXXX XX XXXXX
Xxxx.
-15-
ANNEX E
SCHEDULE OF PATENTS AND PATENT APPLICATIONS
None.
-16-
ANNEX F
SCHEDULE OF COPYRIGHTS AND COPYRIGHT APPLICATIONS
None.
