Exhibit 10.32
ASSIGNMENT AGREEMENT
--------------------
This Assignment Agreement (this "Assignment") is entered into as of
December 26, 2001 by and among Bank of America, N.A. ("B OF A"), in its capacity
as Agent and in its capacity as Lender under the Credit Agreement described
below, First Union National Bank, as Lender ("First Union"; together with B of
A, the "Assignors") and PNC Bank, National Association, as Assignee
("Assignee").
RECITALS
--------
WHEREAS, B of A is the Agent under that certain Third Amended and Restated
Revolving Credit and Security Agreement dated as of December 29, 1999 (as same
has been heretofore amended, supplemented or otherwise modified in accordance
with the terms thereof, the "Credit Agreement") among: (i) Wincup Holdings,
Inc., Radnor Chemical Corporation, StyroChem U.S. Ltd., Radnor Holdings
Corporation, Radnor Delaware, Inc., StyroChem Delaware, Inc. and Wincup Texas,
Ltd. as Borrowers (each, a "Borrower" and jointly and severally, the
"Borrowers"); (ii) StyroChem Finland Oy and StyroChem Europe (The
Netherlands), B.V. (jointly and severally, the "StyroChem Group"); and (iii)
Thermisol Denmark A/S, Thermisol Sweden AB and Thermisol Finland Oy (jointly
and severally, the "Thermisol Group"); (iv) the Agent, and (v) the Lenders;
WHEREAS, in connection with execution of the Credit Agreement, the
Borrowers and other parties thereto executed and/or delivered certain documents,
instruments, and agreements to the Assignors as more particularly set for on
Exhibit A hereof (collectively, the "Financing Documents");
---------
WHEREAS, on November 16, 2001, Radnor Holdings Corporation and StyroChem
Europe (the Netherlands) B.V. entered into that certain Agreement dated and
effective as of November 16, 2001 ("Purchase Agreement") with CRH Europe B.V.
and CRH Nederland B.V. ("Purchaser") pursuant to which Purchaser, effective
December 12, 2001, acquired all of the stock of the Thermisol Group, and as
such, each member of the Thermisol Group has been released as Borrowers under
the Credit Agreement and any and all rights of the Thermisol Group to the
benefits and privileges under the Credit Agreement have been terminated.
WHEREAS, on the date hereof, all of the European Advances under the Credit
Agreement have been repaid and, as such, Borrowers and the StyroChem Group have
requested and Agent has agreed to release the StyroChem Group as borrowers
under the Credit Agreement and any and all rights of the StyroChem Group to the
benefits and privileges under the Credit Agreement have been terminated.
WHEREAS, at the Borrowers' request, (i) the Assignors have agreed to
assign, and the Assignee has agreed to accept Assignors' rights and obligations
under Credit Agreement, including without limitation their rights in and to the
Financing Documents, (ii) the Assignors have agreed to assign, and the Assignee
has agreed to accept, their respective Commitment Percentage") and the loans
made with respect thereto (the "Loans"), and (iii) the parties hereto have
agreed that the Assignee shall become the successor Agent under the Credit
Agreement and the Other Documents referred to therein; and
WHEREAS, this Assignment is being executed and delivered in accordance
with Section 15.3 of the Credit Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. All capitalized terms used herein which are not defined shall have
the meanings given to them in the Credit Agreement.
2. This Assignment shall become effective on the Transfer Effective Date
(as defined below) and from and after the Transfer Effective Date, (a) the
Assignee shall be the Agent under the Credit Agreement and for all purposes
related thereto, (b) the Assignee shall obtain all right, title and interest of
Assignors in and to the Financing Documents and the Other Documents, and (c)
upon Assignors simultaneously transferring their Commitments, as Lenders, to
Assignee, the Assignors shall no longer be parties to the Credit Agreement or
the Other Documents; provided, however, Assignors shall continue to retain their
-------- -------
rights under the Credit Agreement and the Other Documents as to any rights
accruing to Assignors prior to the Transfer Effective Date, including any
indemnity rights which survive the termination of the Credit Agreement pursuant
to the terms thereof.
3. The Assignors shall pay to the Assignee the portion, if any, of any
fees or monies received by Assignor that relate to amounts payable to Assignee
and due after the Transfer Effective Date and the Assignee shall pay to the
Assignor, in its capacity as Agent, the portion, if any, of any fees or monies
received by Assignee that relate to amounts payable to Assignor and which were
due prior to the Transfer Effective Date. The parties hereto acknowledge and
agree that each Lender under the Credit Agreement hereby waives its respective
rights to any prepayment and/or termination fee under the Credit Agreement.
4. All principal payments that would otherwise be payable from and after
the Transfer Effective Date to or for the account of Assignors pursuant to the
Credit Agreement and/or the Notes shall, instead, be payable to or for the
account of the Assignee.
5. Concurrently with the execution and delivery hereof, the Assignors
will provide to the Assignee conformed copies of the Credit Agreement and all
related documents delivered to the Assignors to the extent such documents have
not previously been delivered to the Assignee.
6. Each of the Assignors represents and warrants that it is a holder of
the Financing Documents being assigned by it hereunder and that its interest as
described in the Financing Documents to their knowledge re free and clear of any
adverse claim.
7. Further, each of the Assignors represents and warrants to the
Assignee as follows:
(a) It has not previously assigned or pledged any of its rights
under any of the Financing Documents to any other person.
2
(b) To its knowledge, there currently exists no Default or Event of
Default under any of the Financing Documents.
(c) It is not prohibited under any agreement with any other person
or under any judgment or decree from the execution and delivery of this
Assignment.
(d) To its knowledge, there is no action that has been brought or
threatened which would in any way prohibit or impair the execution and delivery
of this Assignment.
(e) No consent or other approval is required in connection with its
execution and delivery of this Assignment other than the consent of the
Borrowers hereunder.
8. Each of the parties to this Assignment agrees that at any time and
from time to time upon the written request of any other party, it will execute
and deliver such further documents and do such further acts and things as such
other party may reasonably request in order to effect the purposes of this
Assignment at the Borrowers' cost.
9. This Assignment is made WITHOUT RECOURSE to Assignors on an "AS IS",
"WHERE IS" basis, with all faults. By executing and delivering this Assignment,
the Assignors and the Assignee confirm to, and agree with each other, as
follows: (a) other than the representation and warranty that each is the legal
and beneficial owner of the interest being assigned hereby free and clear of any
adverse claim and those set forth in Section 7 hereof, neither Assignor makes
any representation or warranty, oral or written, past, present or future, or
assumes and responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement, the
Financing Documents or any Other Documents or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement, the
Financing Documents or any Other Documents or any other instrument or document
furnished pursuant thereto; (b) neither Assignor makes any representation or
warranty, oral or written, past, present or future, or assumes any
responsibility with respect to the financial condition of Borrowers or the
performance or observance by Borrowers of any of their Obligations under the
Credit Agreement, the Financing Documents or any Other Documents or any other
instrument or document furnished pursuant thereto; (c) the Assignee is hereby
authorized to file any and all documents necessary to carry out the intent of
this Assignment including, without limitation, documents required under the
Uniform Commercial Code as in effect from time to time in the Commonwealth of
Pennsylvania; (d) the Assignee confirms that it has received a copy of the
Credit Agreement, together with copies of such financial statements and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment; (e) the Assignee
will, independently and without reliance upon Assignors and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Agreement, the Financing Documents or any of the Other Documents; (f) the
Assignee agrees that it will perform all of its respective obligations as set
forth in the Credit Agreement to be performed by it as a Lender and as Agent;
and (g) the Assignee represents and warrants to Assignors and the Borrowers that
it is either (i) entitled to the benefits of an income tax treaty with the
United States of America that provides for an exemption from the United States
withholding tax on interest and other payments made by Borrowers under the
Credit
3
Agreement and the Other Documents or (ii) is engaged in trade or business
within the United States of America.
10. Assignee hereby represents and warrants to Assignors that (a) it has
completed its own independent investigation of the Loans, the Credit Agreement,
the Financing Documents, the Other Documents, the Borrowers and Borrowers'
assets, (b) it is relying solely on the investigations conducted by it and not
on any information (whether written or oral) provided by any Assignor, (iii) it
has analyzed and reviewed the Credit Agreement, the Financing Documents, the
Other Documents, this Assignment and related documents and has had the
opportunity to consult with Assignee's legal, tax and financial advisors with
respect to such documents and its investment, and (iv) it acknowledges that
Assignors may have material, non-public information about Borrowers as a result
of their confidential relationship as secured lenders to Borrowers, and that
Assignors have no obligation whatsoever to disclose any such information to
Assignee.
11. This Assignment shall be effective as of the date hereof (the
"Transfer Effective Date") but only upon (a) the payment to Assignors of the
amounts set forth on Schedule 1, such payment to be made in immediately
----------
available U.S. Dollars in accordance with the wire transfer instructions set
forth on Schedule 1 attached hereto, (b) the execution and delivery by Assignee
----------
of this Assignment, (c) the payment by Borrowers of an amount equal to 105% of
the aggregate face amount of all Letters of Credit outstanding in a cash
collateral account maintained with Bank of America, and (d) the execution and
delivery by Borrowers of the Acknowledgment, Indemnity and Release attached
thereto.
12. By their signature below, the Borrowers hereby acknowledge and agree
that (a) Borrowers shall pay or reimburse the Agent on demand for the unpaid
fees and disbursements of Kopia Xxxxx, Reims & Co. and any other foreign
counsel retained by the Agent with respect to periods prior to the Transfer
Effective Date. and (b) B of A and First Union shall have no further
obligations under the Credit Agreement, the Financing Documents or the Other
Agreements.
13. This Assignment may be executed in a number of multiple identical
counterparts which, when taken together, shall constitute collectively one
Assignment, but in making proof of this Assignment it shall not be necessary to
produce or account for more than one such counterpart executed by the party to
be charged.
4
14. This Assignment shall be governed by, and construed in accordance
with, the laws of the State of New York.
Bank of America, N.A.,
As Assignor
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
---------------------------------
Title: Principal
--------------------------------
First Union National Bank,
As Lender
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxxx
---------------------------------
Title: Vice President
--------------------------------
[Signatures continued on next page]
5
PNC Bank, National Association,
As Assignee
By: /s/ Xxxx X. Xxxxxxx, Xx.
-----------------------------------
Name: Xxxx X. Xxxxxxx, Xx.
---------------------------------
Title: Vice President
--------------------------------
Consented to:
Wincup Holdings, Inc.
By: /s/ X. Xxxxxxxxx Hastings
--------------------------------
Name: X. Xxxxxxxxx Xxxxxxxx
------------------------------
Title: Sr. Vice President, Treasurer
-----------------------------
Radnor Chemical Corporation
By: /s/ X. Xxxxxxxxx Hastings
--------------------------------
Name: X. Xxxxxxxxx Xxxxxxxx
------------------------------
Title: Sr. Vice President, Treasurer
-----------------------------
Styrochem U.S., Ltd.
By: StyroChem GP, L.L.C., its General Partner
By: /s/ X. Xxxxxxxxx Hastings
--------------------------------
Name: X. Xxxxxxxxx Xxxxxxxx
------------------------------
Title: Sr. Vice President, Treasurer
-----------------------------
6
Radnor Delaware, Inc.
By: /s/ X. Xxxxxxxxx Hastings
--------------------------------
Name: X. Xxxxxxxxx Xxxxxxxx
------------------------------
Title: Sr. Vice President, Treasurer
-----------------------------
Styrochem Delaware, Inc.
By: /s/ X. Xxxxxxxxx Hastings
--------------------------------
Name: X. Xxxxxxxxx Xxxxxxxx
------------------------------
Title: Sr. Vice President, Treasurer
-----------------------------
Wincup Texas, Ltd.
By: WinCup, GP, L.L.C., its General Partner
By: /s/ X. Xxxxxxxxx Hastings
--------------------------------
Name: X. Xxxxxxxxx Xxxxxxxx
------------------------------
Title: Sr. Vice President, Treasurer
-----------------------------
7
EXHIBIT "A"
-----------
Financing Documents
-------------------
A. NOTES
-----
1. That certain Amended and Restated Revolving Credit Note issued by the
Borrowers and StyroChem Europe (The Netherlands), B.V., Thermisol Denmark
A/S, Thermisol Sweden AB and Thermisol Finland Oy to Bank of America, N.A. in
the original principal amount of Sixteen Million Dollars ($16,000,000).
2. That certain Amended and Restated Revolving Credit Note issued by the
Borrowers and StyroChem Europe (The Netherlands), B.V., Thermisol Denmark A/S,
Thermisol Sweden AB and Thermisol Finland Oy to First Union National Bank in
the original principal amount of Sixteen Million Dollars ($16,000,000).
B. INTELLECTUAL PROPERTY AGREEMENTS
--------------------------------
1. Trademark Collateral Security Agreement dated December 5, 1996 between
StyroChem U.S., Ltd. as successor in interest to StyroChem International, Inc.
and Bank of America, N.A., as successor by assignment to The Bank of New York
Commercial Corporation and the assignment thereof dated December 29, 1999.
2. Trademark Collateral Security Agreement dated December 5, 1996 between
WinCup Holdings, Inc. and Bank of America, N.A., as successor by assignment to
The Bank of New York Commercial Corporation and the assignment thereof dated
December 29, 1999.
3. Notice of Grant of Security Interest in Copyrights dated as of December 29,
1999 by and between between WinCup Holding, Inc. and Bank of America, N.A.
4. Notice of Grant of Security Interest in Trademarks dated as of December 29,
1999 by and between Radnor Delaware, Inc. and Bank of America, N.A.
5. Notice of Grant of Security Interest in Trademarks dated as of December 29,
1999 by and between StyroChem U.S., Ltd. (f/k/a StyroChem U.S., Inc. and Bank of
America, N.A.
C. LANDLORD WAIVERS
----------------
1. Landlord Waiver dated April 10, 1998 between Radnor Center Associates and
WinCup Holdings, Inc. for property located at 000 Xxxxxxxxxx Xxxx, Xxxxxx,
Xxxxxxxxxxxx.
2. Landlord Waiver dated December 12, 1997 between Stone Mountain Industrial
Park, Inc. and WinCup Holdings, Inc. for property located at 0000 Xxxxxx
Xxxxx, Xxxxx Xxxxxxxx, Xxxxxxx.
3. Landlord Waiver dated June 22, 1998 between Xxxx Brothers Leasing, LLC and
WinCup Holdings, Inc. for property located at 000 Xxxxx Xxxxx Xxxx, Xxxxx
Xxxxxx, Xxxxxxxxxx.
8
4. Landlord Waiver dated June 22, 1998 between Xxxx Brothers Leasing LLC and
WinCup Holdings, Inc. for property located at 000 Xxxxx Xxxxx Xxxx, Xxxxx
Xxxxxx, Xxxxxxxxxx.
5. Landlord Waiver dated June 22, 1998 between Xxxx Brothers Leasing, LLC and
WinCup Holdings, Inc. for property located at 000 Xxxxx Xxxxx Xxxx, Xxxxx
Xxxxxx, Xxxxxxxxxx.
6. Landlord Waiver dated December 13, 1997 between ________Dunnell and WinCup
Holdings, Inc. for property located at 0000 Xxxxxxxx Xxxx, Xxxxxxxxxxxx,
Xxxxxxx.
7. Landlord Waiver dated December 18, 1995 between Etzioni Partners and WinCup
Holdings, Inc. for property located at 00 Xxxxxxxxx Xxxxxx, Xxxxxx, Xxx
Xxxxxx.
8. Landlord Waiver dated December 5, 1996 between Bradford Management Company
of Dallas, Inc. and StyroChem U.S., Ltd. for property located at 4929 &
0000 Xxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx.
9. Landlord Waiver dated December 5, 1996 between Bradford Management Company
of Dallas, Inc. and WinCup Texas, Ltd. for property located at 4929 & 0000
Xxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx.
10. Landlord Waiver dated ________ between CK Airpark Associates and WinCup
Holdings, Inc. for property located at 0000 Xxxx Xxxxxxxxxx Xx., Phoenix,
Arizona.
11. Landlord Waiver dated _____________ between CK Airpark Associates and
WinCup Holdings, Inc. for property located at 0000 Xxxx Xxxxxxxx Xx.,
Xxxxxxx, Xxxxxxx.
12. Landlord Waiver dated January 19, 1996 between Centerpoint Properties
Corporation and Bank of New York and Xxxxx River Paper Company, Inc. for
property located at 0000 Xxxxxxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxxxxx.
E. UCC FINANCING STATEMENTS
------------------------
(see Schedule I attached hereto)
--------------------------------
F. OTHER DOCUMENTS
---------------
1. Collateral Assignment of Rights under the Stock Purchase Agreement and
Environmental Escrow Agreement dated December 5, 1996 between Radnor
Holdings Corporation and Bank of America, N.A. (as assignee of The Bank of
New York Commercial Corporation.)
2. Amended and Restated Guaranty Agreement dated December 29, 1999 executed by
Radnor Management Delaware, Inc., WinCup Europe Delaware, Inc., StyroChem
GP, L.L.C., StyroChem LP, L.L.C., WinCup GP, L.L.C. and WinCup LP, L.L.C.
3. Reaffirmation and Ratification Agreement dated December 29, 1999 between
WinCup Holdings, Inc., Radnor Chemical Corporation, StyroChem U.S., Ltd.,
Radnor Holdings Corporation, Radnor Delaware, Inc., StyroChem Delaware,
Inc., WinCup Texas, Ltd., StyroChem Europe, (the Netherlands) B.V.,
Thermisol Denmark A/S, Thermisol Sweden A/B and Thermisol Finalnd OY and
Bank of America, N.A.
9
3. Reaffirmation and Ratification Agreement dated December 29, 1999 between
WinCup Holdings, Inc., Radnor Chemical Corporation (f/k/a SP Acquisition
Co.), Styrochem U.S., Ltd. (f/k/a/ Styrochem International, Inc.), Radnor
Holdings Corporation) and Bank of America, N.A.
10
Schedule I
----------
UCC Financing Statements to be assigned
---------------------------------------
-------------------------------------------------------------------------------------------------------------------
Radnor Chemical Bank of America, N.A. State of Delaware #20000000565 1/3/00
Corporation
-------------------------------------------------------------------------------------------------------------------
Radnor Delaware, Inc. Bank of America, N.A. State of Delaware #19980015741 4/13/98
-------------------------------------------------------------------------------------------------------------------
Radnor Holdings Bank of America, N.A. State of Delaware #20010827845 8/13/01
Corporation #20011431308 10/18/01
-------------------------------------------------------------------------------------------------------------------
Radnor Holdings Bank of America, N.A. Commonwealth of #26140944 12/09/96
Corporation Pennsylvania
-------------------------------------------------------------------------------------------------------------------
Radnor Holdings Bank of America, N.A. Prothonotary of Delaware #96-203162 12/10/96
Corporation County, PA
-------------------------------------------------------------------------------------------------------------------
Styrochem Delaware, Inc. Bank of America, N.A. State of Delaware #19990051592 10/5/99
-------------------------------------------------------------------------------------------------------------------
Styrochem U.S., Ltd. Bank of America, N.A. State of Arizona #1098813 1/3/00
-------------------------------------------------------------------------------------------------------------------
StyroChem U.S., Ltd. Bank of America, N.A. Commonwealth of #31131274 01/04/00
Pennsylvania
-------------------------------------------------------------------------------------------------------------------
Styrochem U.S., Ltd. Bank of America, N.A. Prothonotary of Delaware #99-200006 1/4/00
County, PA
-------------------------------------------------------------------------------------------------------------------
Styrochem U.S., Ltd. Bank of America, N.A. State of Texas #400028 1/3/00
-------------------------------------------------------------------------------------------------------------------
WinCup Holdings, Inc. Bank of America, N.A. State of Arizona #858956 12/21/95
-------------------------------------------------------------------------------------------------------------------
WinCup Holdings, Inc. Bank of America, N.A. State of California #199725161066 9/5/97
-------------------------------------------------------------------------------------------------------------------
WinCup Holdings, Inc. Bank of America, N.A. State of Delaware #20011431712 10/18/01
-------------------------------------------------------------------------------------------------------------------
WinCup Holdings, Inc. Bank of America, N.A. State of Florida #970000200562 9/5/97
-------------------------------------------------------------------------------------------------------------------
WinCup Holdings, Inc. Bank of America, N.A. State of Georgia #000-0000-000000 10/6/97
-------------------------------------------------------------------------------------------------------------------
WinCup Holdings, Inc. Bank of America, N.A. State of Georgia #000-0000-000000 7/07/98
-------------------------------------------------------------------------------------------------------------------
WinCup Holdings, Inc. Bank of America, N.A. DeKalb County, Georgia #441997009936 10/06/97
-------------------------------------------------------------------------------------------------------------------
WinCup Holdings, Inc. Bank of America, N.A. DeKalb County, Georgia #0441998006851 07/07/98
-------------------------------------------------------------------------------------------------------------------
WinCup Holdings, Inc. Bank of America, N.A. State of Illinois #003736294 9/5/97
-------------------------------------------------------------------------------------------------------------------
WinCup Holdings, Inc. Bank of America, N.A. State of Mississippi #1138725 9/5/97
-------------------------------------------------------------------------------------------------------------------
WinCup Holdings, Inc. Bank of America, N.A. Lauderdale County, MS #7784-97 9/5/97
-------------------------------------------------------------------------------------------------------------------
WinCup Holdings, Inc. Bank of America, N.A. State of Missouri #2827176 9/5/97
-------------------------------------------------------------------------------------------------------------------
WinCup Holdings, Inc. Bank of America, X.X. Xxxxxxx County, MO #061502 1/4/00
-------------------------------------------------------------------------------------------------------------------
11
-------------------------------------------------------------------------------------------------------------------
WinCup Holdings, Inc. Bank of America, N.A. Xxxxxxxxx Xxxxxx, XX #00000 9/5/97
-------------------------------------------------------------------------------------------------------------------
WinCup Holdings, Inc. Bank of America, N.A. State of New Jersey #1791540 9/17/97
-------------------------------------------------------------------------------------------------------------------
WinCup Holdings, Inc. Bank of America, N.A. Xxxxxxx Xxxxxx, XX #00-0000 9/5/97
-------------------------------------------------------------------------------------------------------------------
WinCup Holdings, Inc. Bank of America, N.A. Commonwealth of #25000497 12/21/95
Pennsylvania
-------------------------------------------------------------------------------------------------------------------
WinCup Texas, Ltd. Bank of America, N.A. State of Arizona #1098812 1/3/00
-------------------------------------------------------------------------------------------------------------------
WinCup Texas, Ltd. Bank of America, N.A. Commonwealth of #31131272 1/4/00
Pennsylvania
-------------------------------------------------------------------------------------------------------------------
WinCup Texas, Ltd. Bank of America, N.A. Prothonothary, Delaware #00-200005 1/4/00
County, PA
-------------------------------------------------------------------------------------------------------------------
WinCup Texas, Ltd. Bank of America, N.A. State of Texas #400029 1/3/00
-------------------------------------------------------------------------------------------------------------------
12
SCHEDULE 1
----------
TRANSFER EFFECTIVE DATE PAYMENTS
Principal $20,000,000.00
Interest $ 26,098.61
L/C Fees $ 7,620.87
Facility Fees $ 3,309.72
Breakfunding Fees $ 2,305.04
Field Exam $ 12,923.60
Xxxxx, Xxxxx & Xxxxx $ 68,133.18
Xxxxxxxx Xxxxxxx $ 6,000.00
---------------
Total $20,126,391.02
WIRING INSTRUCTIONS
Bank: Bank of America, N.A.
City and State: Charlotte, North Carolina
ABA #: 000000000
Account #: 1366212250600
I/N/O: Credit Services
Reference: Radnor Holdings
Telephone Notify: Xxxxx Xxxxxxx (704-388-6483)
13
ACKNOWLEDGEMENT, INDEMNITY AND RELEASE
--------------------------------------
In connection with that certain Assignment Agreement dated as of December
26, 2001 by and among Bank of America, N.A. ("B of A") in its capacity as Agent
and Lender under the Credit Agreement, First Union National Bank, as Lender
(together with B of A, the "Assignors") and PNC Bank, National Association, as
Assignee ("Assignee") (the "Assignment"), the undersigned hereby acknowledge
receipt of a copy of the Assignment. Each term used herein and not defined
herein shall have the meaning given to such term in the Assignment.
1. The undersigned hereby acknowledge the sale and transfer of all of
the Assignors obligations under the Credit Agreement, the Financing Agreements
and any Other Documents pursuant to the foregoing Assignment.
2. The undersigned hereby release and forever discharge each Assignor,
and each Assignor's representatives, affiliates, shareholders, directors,
officers, employees, attorneys, agents, successors and assigns (each a "Released
Party"), from any and all claims, demands, counterclaims, liens, causes of
action, suits, damages, losses and claims for costs, attorneys' fees or
expenses, of whatever kind or nature which any of them has, may have, or might
assert at the time of execution of this Assignment, whether now existing or
hereafter arising, known or unknown, direct or indirect, or arising by
subrogation, either at law or in equity, against any Assignor or any other
Released Party which occurred, existed, was taken, permitted or begun prior to
the execution of this assignment, arising out of, based upon, or in any manner
connected with (i) any transaction, event, circumstance, action , failure to act
or occurrence of any sort or type, whether known or unknown, with respect to the
Credit Agreement, any of the Financing Agreements or any of the Other Documents
and/or the administration thereof or the obligations created thereby, (ii) any
discussions, commitments, negotiations, conversations or communications with
respect to the refinancing, restructuring or collection of any obligations
related to the Credit Agreement, any of the Financing Agreements or any of the
Other Documents and/or the administration thereof or the obligations created
thereby, or (iii) any matter related to the foregoing. The undersigned hereby
further agree and covenant not to xxx
14
any Assignor or any other Released Party for any matter released or
discharged hereby, and not to bring any such cause of action against any
Assignor or any other Released Party at any time in the future.
WINCUP HOLDINGS, INC.
By: /s/ X. Xxxxxxxxx Hastings
----------------------------------
Name: X. Xxxxxxxxx Xxxxxxxx
--------------------------------
Title: Sr. Vice President, Treasurer
-------------------------------
RADNOR CHEMICAL CORPORATION
By: /s/ X. Xxxxxxxxx Hastings
----------------------------------
Name: X. Xxxxxxxxx Xxxxxxxx
--------------------------------
Title: Sr. Vice President, Treasurer
-------------------------------
STYROCHEM U.S., LTD.
By: /s/ X. Xxxxxxxxx Hastings
----------------------------------
Name: X. Xxxxxxxxx Xxxxxxxx
--------------------------------
Title: Sr. Vice President, Treasurer
-------------------------------
RADNOR HOLDINGS CORPORATION
By: /s/ X. Xxxxxxxxx Hastings
----------------------------------
Name: X. Xxxxxxxxx Xxxxxxxx
--------------------------------
Title: Sr. Vice President, Treasurer
-------------------------------
RADNOR DELAWARE, INC.
By: /s/ X. Xxxxxxxxx Hastings
----------------------------------
Name: X. Xxxxxxxxx Xxxxxxxx
--------------------------------
Title: Sr. Vice President, Treasurer
-------------------------------
STYROCHEM DELAWARE, INC.
15
By: /s/ X. Xxxxxxxxx Hastings
----------------------------------
Name: X. Xxxxxxxxx Xxxxxxxx
--------------------------------
Title: Sr. Vice President, Treasurer
-------------------------------
WINCUP TEXAS, LTD.
By: /s/ X. Xxxxxxxxx Hastings
----------------------------------
Name: X. Xxxxxxxxx Xxxxxxxx
--------------------------------
Title: Sr. Vice President, Treasurer
-------------------------------
16
STYROCHEM EUROPE (THE NETHERLANDS) B.V.
By: /s/ X. Xxxxxxxxx Hastings
----------------------------------
Name: X. Xxxxxxxxx Xxxxxxxx
--------------------------------
Title: Sr. VP
-------------------------------
STYROCHEM FINLAND OY
By: /s/ X. Xxxxxxxxx Hastings
----------------------------------
Name: X. Xxxxxxxxx Xxxxxxxx
--------------------------------
Title: Director
-------------------------------
THERMISOL DENMARK A/S
By: /s/ X. Xxxxxxxxx Hastings
----------------------------------
Name: X. Xxxxxxxxx Xxxxxxxx
--------------------------------
Title: Director
-------------------------------
THERMISOL SWEDEN AB
By: /s/ X. Xxxxxxxxx Hastings
----------------------------------
Name: X. Xxxxxxxxx Xxxxxxxx
--------------------------------
Title: Director
-------------------------------
THERMISOL FINLAND OY
By: /s/ X. Xxxxxxxxx Hastings
----------------------------------
Name: X. Xxxxxxxxx Xxxxxxxx
--------------------------------
Title: Director
-------------------------------
