RELEASE OF COMPANY GUARANTY
This Agreement is made and entered into as of September 4, 1997 by United
States Trust Company of New York, as Trustee, a corporation duly organized,
existing and authorized to accept and execute trusts under the laws of the State
of New York with its principal office located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 (the "Trustee"), in favor of Dunkirk International Glass and
Ceramics Corporation, a Delaware corporation having an office at 000 Xxxxxxxxx
Xxxxxx, Xxxxxxx, Xxx Xxxx 00000 (the "Company").
RECITALS:
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WHEREAS, pursuant to the terms of a certain Trust Indenture, dated as of
March 1, 1995 (the "Indenture"), by and between the County of Chautauqua
Industrial Development Agency (the "Agency") and the Trustee, the Agency issued
its Solid Waste Disposal Facility Bonds, Series 1995, (Dunkirk International
Glass and Ceramics Corporation Project) for the benefit of the Company in the
aggregate principal amount of $8,000,000 (the "Bonds"); and
WHEREAS, in connection with the issuance of the Bonds, the Company
guaranteed to the Trustee for the benefit of the holders from time to time of
the Bonds, the full and prompt payment of the principal, interest, premiums, if
any, and certain other costs and expenses relating to the Bonds, all pursuant to
the terms of a certain Company Guaranty, dated as of March 1, 1995 (the "Company
Guaranty"), from the County in favor of the Trustee; and
WHEREAS, the holders of the Bonds have allowed for the complete redemption
of the Bonds by the Company and in connection therewith the Bondholders have
instructed the Trustee to execute and deliver this form of release of the
Company from the terms of the Company Guaranty.
NOW THEREFORE, in consideration of the foregoing and the Trustee's receipt
of proceeds from or on behalf of the Company sufficient to effect the redemption
of the Bonds as authorized by the holders of the Bonds, the receipt of which is
hereby acknowledged, the undersigned agrees as follows:
That the Trustee, in its capacity as Trustee under the Indenture for the
benefit of the holders of the Bonds, does by this instrument hereby release the
Company from all the terms, covenants and conditions to be observed or performed
by the Company under the Company Guaranty and the Company Guaranty is hereby
deemed terminated and of no further force or effect.
IN WITNESS WHEREOF, the Trustee has executed this Release as of the day and
year first above written.
UNITED STATES TRUST COMPANY
OF NEW YORK
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Assistant Vice President
