Replace and Supersede Clause Samples

Replace and Supersede. 52 Schedule A - Description of the Mill I Parcel Schedule B - Fixed Rent and Additional Rent Schedule Schedule C - Environmental Disclosure Exhibit A - Performance Tests AMENDED AND RESTATED MILL I LEASE dated as of November 4, 1996 (this "Lease") ----- between CREDIT SUISSE LEASING 92A, L.P., a Delaware limited partnership (the "Lessor"), having an address at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and ------ TENNECO PACKAGING INC., a Delaware corporation (the "Lessee"), having an address ------ at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The schedules and exhibits referred to in this Lease are hereby incorporated by reference herein. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Participation Agreement dated as of November 4, 1996, by and among NEW TENNECO INC., the Lessee, the Lessor, STATE STREET BANK AND TRUST COMPANY, as Collateral Agent, and CITIBANK, N.A., as Agent, and the Persons named therein as Note Holders (as the same may be amended, modified or supplemented from time to time, the "Participation Agreement"). ----------------------- Preliminary Statement ---------------------

Replace and Supersede. This Agreement replaces and supersedes the Original Management Agreement and all prior agreements as to its subject matter as of the Effective Date. From and after the Effective Date, the parties’ rights and obligations shall be governed by the terms and provisions of this Agreement. Prior to the Effective Date, the parties’ rights and obligations shall continue to be governed by the terms and provisions of the Original Management Agreement. For the avoidance of doubt, termination of the Original Management Agreement shall not result in any termination fees.

Replace and Supersede. (a) Upon execution, this Distribution Agreement will replace and supersede the Expanded Agreement which Agreement itself replaced and superseded the Original Agreement. (b) GSI and Ethicon, each being represented by Counsel, in consideration of the mutual premises and covenants contained herein, the sufficiency of which are hereby acknowledged, do hereby mutually and unconditionally release and forever discharge each other, and their respective agents, employees, officers, directors, shareholders, partners, affiliates, successors and assigns, from any and all actions, causes of action, claims, costs, damages, demands, expenses (including, without limitation, attorneys fees and litigation costs), liabilities and obligations (collectively, the "Claims") which either party had, now has or may hereafter have against the other party arising out of or in any way connected with the Prior Agreements or the termination of the Prior Agreements: provided, however, that Article 7 of the * Material has been omitted pursuant to a request for confidential treatment. Such material has been filed separately with the Securities and Exchange Commission. Expanded Agreement shall continue to apply in respect to any claims made by third parties against the parties in respect of any products delivered under the Prior Agreements. The foregoing mutual and general release shall apply, without limitation, to all Claims of any kind or nature, past, present and future, whether or not known, unknown, suspected, accrued, liquidated, fixed or contingent and it constitutes a mutual and general release of the parties with respect to the Prior Agreements. Each of the parties acknowledge that they have been advised by legal counsel and are familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." GSI and Ethicon, being aware of the said code section, agree to expressly waive any rights they may have thereunder, as well as under any other statute or common law principles of similar effect. The parties further acknowledge and agree that these waivers of rights under Section 1542 of the Civil Code have been separately bargained for and are essential and material terms of this Agreement and, without such waivers, the parties woul...

Replace and Supersede. This Agreement replaces and supersedes the Original Agreement and all prior agreements as to its subject matter as of the Effective Date. From and after the Effective Date, provisions of the Original Agreement. For the avoidance of doubt, termination of the Original Agreement shall not result in any termination fees.