EXHIBIT 10.50
COLLATERAL ASSIGNMENT
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COLLATERAL ASSIGNMENT made as of this 5th day of December, 1996 by
RADNOR HOLDINGS CORPORATION with its principal place of business at Three Radnor
Corporate Center, 000 Xxxxxxxxxx Xx., Xxxxxx, XX 00000 ("Assignor") to THE BANK
OF NEW YORK COMMERCIAL CORPORATION, as agent for the Lenders (as hereafter
defined) with offices at 1290 Avenue of the Americas, New York, N.Y. 10104
("Assignee").
FOR VALUE RECEIVED, and as collateral security for all debts,
liabilities and obligations of Assignor to Agent and Lenders (each as defined in
the Loan Agreement), now existing or hereafter arising under that certain
Amended and Restated Revolving Credit and Security Agreement dated this date (as
amended, modified, restated or supplemented from time to time, the "Loan
Agreement"), Assignor hereby assigns, transfers and sets over unto Assignee for
the ratable benefit of the Lenders all of its rights and claims to receive
moneys due and/or to become due to Assignor, but not its obligations under that
certain Stock Purchase Agreement dated October 30, 1996, between Assignor and
Xxxxxxx Xxxxxxxxxx, The Xxxxxxxxxx Charitable Trust, Xxxxx River Paper Company,
Inc., Grupo Industrial Hermes, S.A. de C.V. and Xxxxxxxxx Group (collectively,
"Seller") and all of the agreements and documents executed in connection
therewith by which assets or rights of Seller are transferred to Assignor other
than the Environmental Escrow Agreement or the Working Capital Escrow Agreement
(as may be amended, modified, restated or supplemented from time to time, the
"Purchase Agreements").
Assignor hereby specifically authorizes and directs Seller, at any
time following the occurrence of an Event of Default under and as defined in the
Loan Agreement, to make all payments due under or arising under the Purchase
Agreements which are payable to Assignor directly to Assignee and hereby
irrevocably authorizes and empowers Assignee, at any time following the
occurrence of an Event of Default under and as defined in the Loan Agreement, to
ask, demand, receive, receipt and give acquittance for any and all amounts which
may be or become due or payable to Assignor, or remain unpaid at any time and
times to Assignor by Seller under and pursuant to the Purchase Agreements, and
to endorse any checks, drafts or other orders for the payment of money payable
to Assignor in payment thereof, and in Assignee's discretion to file any claims
or take any action or institute any proceeding, either in its own name or in the
name of Assignor or otherwise, which Assignee may deem necessary or advisable in
the premises. It is expressly understood and agreed, however, that Assignee
shall not be required or obligated in any manner to make any demand or to make
any inquiry as to the nature or sufficiency of any payment received by it, or to
present or file any claim or
take any other action to collect or enforce the payment of any amounts which may
have been assigned to Assignee or to which Assignee may be entitled hereunder at
any time or times.
Seller is hereby authorized to recognize Assignee's claims to rights
hereunder without investigating any reason for any action taken by Assignee or
the validity or the amount of the obligations or existence of any default, or
the application to be made by Assignee of any of the amounts to be paid to said
Assignee. Checks for all or any part of the sums payable under this Assignment
shall be drawn to the sole and exclusive order of Assignee.
Without first obtaining the written consent of Assignee, Assignor
shall not amend or modify the Purchase Agreements or agree to or suffer any
amendment, extension, renewal, release, acceptance, forbearance, modification or
waiver with respect to any rights arising under the Purchase Agreements except
releases and/or acceptances issued (a) with respect to a determination of the
Adjustment Amount under and as defined in the Purchase Agreements or (b)
dispositions from (x) the Escrow Fund under and as defined in the Working
Capital Agreement and (y) the Escrow Fund under and as defined in the
Environmental Agreement, in each case, pursuant to the terms of such agreements
as in effect on the date hereof.
In the event Assignor declines to exercise any rights under the
Purchase Agreements at any time following the occurrence of an Event of Default
under and as defined in the Loan Agreement, Assignee shall have the right to
enforce any and all such rights of Assignor against Seller.
IN WITNESS WHEREOF, Assignor has duly executed this Assignment the day
and year first above written.
RADNOR HOLDINGS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Its: President
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Seller hereby acknowledges the provisions of this Collateral Assignment as of
this 5th day of December, 1996.
XXXXXXX XXXXXXXXXX XXXXX X. XXXXXXXXX TRUST
By: /s/ Xxxxxxx Xxxxxxxxxx By: [SIGNATURE APPEARS HERE]
-------------------------- ----------------------------
Name: Name:
Its: Its: Trustee
XXXXXXX XXXXXXXXXX CHARITABLE
TRUST XXXXXXXX X. XXXXXXXXX TRUST
By: [SIGNATURE APPEARS HERE] By: [SIGNATURE APPEARS HERE]
-------------------------- ----------------------------
Name: Name:
Its: Trustee Its: Trustee
XXXXX RIVER PAPER COMPANY, INC.
XXXXXXX X. XXXXXXXXX TRUST
By: /s/ C.A. Xxxxxxxx IV
-------------------------- By: [SIGNATURE APPEARS HERE]
Name: C.A. Xxxxxxxx IV ----------------------------
Its: Sr. V.P. Name:
Its: Trustee
GRUPO INDUSTRIAL HERMES, S.A. de C.V. JMC FAMILY INVESTMENT LTD.
PARTNERSHIP.
Xxx X. Xxxxx, General Partner
By: [SIGNATURE APPEARS HERE]
-------------------------- By: /s/ Xxx X. Xxxxx
Name: ----------------------------
Its: Name: Xxx X. Xxxxx
Its: General Partner
X.X. XXXXXXXXX
XXXXXX X. XXXXXXXX
By: /s/ X.X. Xxxxxxxxx
---------------------------- By: /s/ Xxxxxx X. Xxxxxxxx
Name: ----------------------------
Its: Name:
Its:
XXXXXXX XXXXXXXXX
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------------
Name:
Its:
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