TERMINATION OF SECURITY AGREEMENT
THIS AGREEMENT is made and entered into as of September 4, 1997, by and
among County of Chautauqua Industrial Development Agency, a public benefit
corporation of the State of New York having an address at 000 Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxx Xxxx 00000 (the "Agency"); Dunkirk International Glass and
Ceramics Corporation, a Delaware corporation having an address at 000 Xxxxxxxxx
Xxxxxx, Xxxxxxx, Xxx Xxxx 00000 (the "Company"); and United States Trust Company
of New York, as Trustee under the Indenture (hereinafter defined), a corporation
duly organized, existing and authorized to 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"). All capitalized terms not otherwise
defined herein shall have the meanings ascribed to such terms in that certain
Security Agreement, dated as of March 1, 1995, by and among the Agency, the
Company, and the Trustee (the "Security Agreement").
RECITALS:
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WHEREAS, pursuant to a certain Trust Indenture, dated as of March 1, 1995,
between the Agency and the Trustee (the "Indenture"), the Agency issued
$8,000,000 Solid Waste Disposal Facility Bonds, Series 1995 (Dunkirk
International Glass and Ceramics Corporation Project) (the "Bonds"); and
WHEREAS, in connection with the issuance of the Bonds the Agency did,
pursuant to the Security Agreement, grant to the Trustee for the benefit of the
holders from time to time of the Bonds, a security interest in and to certain
Collateral more particularly described in the Security Agreement; 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 Agency and the Trustee to execute and deliver this instrument
evidencing the termination of the Security Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
herein contained, the parties hereto agree as follows:
1. Termination. That the Security Agreement is hereby terminated in all
respects as of the effective date of this Agreement and shall be of no further
force or effect.
2. Termination Statement Filings. In connection with the termination of the
Security Agreement and the security interest of the Trustee in and to the
Collateral, the Trustee will file or cause to be filed such Uniform Commercial
Code Termination Statements (Forms UCC-3) as may be necessary to terminate as of
record any Uniform Commercial Code Financing Statements (Forms UCC-1) as the
same may have been amended, originally filed to perfect to Trustee's security
interest in the Collateral.
3. Counterparts. That this Agreement may be executed in counterparts, each
of which shall be an original and all of which shall constitute but one and the
same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
COUNTY OF CHAUTAUQUA
INDUSTRIAL DEVELOPMENT
AGENCY
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Director
DUNKIRK INTERNATIONAL GLASS AND CERAMICS
CORPORATION
By: /s/ Xxxxxxx X. Amt
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Name: Xxxxxxx X. Amt
Title: President
UNITED STATES TRUST COMPANY OF NEW YORK
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Assistant Vice President
