EXHIBIT 10.2
ASSIGNMENT OF ACCOUNTS RECEIVABLE
THIS ASSIGNMENT OF ACCOUNTS RECEIVABLE ("Assignment"), is made as of
September 23, 1999, by and between Illinois Tool Works Inc., a Delaware
corporation ("ITW" or "Assignor"), and Binks Xxxxx Corporation, a Delaware
corporation ("Binks Xxxxx" or "Assignee").
RECITALS
WHEREAS, Assignor and Assignee entered into an Agreement of Purchase and
Sale of Assets and Stock dated August 31, 1998 ("Purchase Agreement")
pursuant to which ITW agreed to purchase substantially all of the assets of
Binks Xxxxx' conventional coating application business ("Binks Business") and
all of the issued and outstanding shares of capital stock of Binks Xxxxx UK
Ltd., a United Kingdom corporation; Binks Xxxxx Deutschland GmbH; a German
limited liability company; and Binks Xxxxx International S.A., a Belgium
corporation (collectively the "Stock"). Unless otherwise provided herein,
all capitalized items used herein and not defined shall have the same
meanings given to them in the Purchase Agreement.
WHEREAS, pursuant to the Purchase Agreement, Binks Xxxxx assigned,
transferred and conveyed to ITW all right, title and interest of Binks Xxxxx
in and to the Accounts Receivable related to the Binks Business (the
"Accounts Receivable").
WHEREAS, Paragraph 9 of the Purchase Agreement provided for the
indemnification of ITW under certain circumstances with respect to
uncollected Accounts Receivable.
WHEREAS, a dispute arose between the Parties concerning the
indemnification of ITW with respect to uncollected Accounts Receivable which
was resolved by the terms of the Settlement Agreement between them dated
September 23, 1999 (the "Settlement Agreement").
NOW THEREFORE, in consideration of the Recitals and the mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. INCORPORATION OF THE SETTLEMENT AGREEMENT. This Assignment is
subject to the
terms and conditions of the Settlement Agreement and the respective
representations, warranties, covenants, agreements and obligations of
Assignor and Assignee contained in the Settlement Agreement are incorporated
herein by reference, and shall survive the execution and delivery of this
Assignment to the extent provided in the Settlement Agreement. The Parties
agree that ITW has no obligation or responsibility to collect any of the
uncollected Accounts Receivable. The only obligations that ITW has with
regard to the uncollected Accounts Receivable are those expressly set forth
in the Settlement Agreement.
2. PAYMENT. Pursuant to the Settlement Agreement, Assignee shall
within 5 days of the execution of the Settlement Agreement pay to the
Assignor the sum of $981,642.
3. ASSIGNMENT. Pursuant to the Settlement Agreement, Assignor hereby
assigns and transfers to Assignee all of its rights, title and interest of
Assignor in and to each of the Accounts Receivable listed on Exhibit A
attached hereto and all proceeds thereof.
4. MODIFICATION. No provision of this Assignment, including the
provisions of this section, may be modified, deleted or amended in any manner
except by agreement in writing executed by the parties hereto.
5. CONFLICT. If there is any conflict between the terms of this
Assignment Agreement and the terms of the Settlement Agreement, the terms of
the Settlement Agreement shall prevail.
6. NO THIRD PARTY RIGHTS. Nothing herein expressed or implied is
intended to confer upon any person, other than the parties hereto, any
rights, remedies, obligations or liabilities.
7. BINDING EFFECT. This Agreement shall be binding upon and shall
inure to the benefits of the parties hereto and their respective successors
and assigns.
8. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which together shall constitute the same instrument.
Assignor and Assignee have each caused this Assignment to be duly executed
and delivered by its proper and duly authorized representative as of the date
first above written.
ILLINOIS TOOL WORKS INC.
By: /s/ Xxxxx Xxxxx
Its: Executive Vice President
BINKS XXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxx
Its: President
