EXHIBIT 10.49
ASSUMPTION AGREEMENT
April 1,1999
Uniroyal Technology Corporation
Uniroyal Engineered Products, Inc.
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Gentlemen:
Reference is made to the Financing Agreement between Uniroyal Technology
Corporation ("UTC") and us dated June 5, 1996 (herein the "Financing Agreement")
together with all amendments, supplements, documents and instruments executed in
conjunction therewith (herein collectively with the Financing Agreement the
"Financing Documents"). Capitalized terms used herein and defined in the
Financing Documents shall have the meanings specified therein unless otherwise
specifically defined herein.
You have advised us that effective as of April 1, 1999 (the "Effective Date") as
part of a corporate restructuring (the "Restructuring") you will assign,
transfer and convey to your wholly owned subsidiary, Uniroyal Engineered
Products, Inc. (herein "UEP") all of the assets of the Specialty Adhesives and
Coated Fabrics segments of UTC (including but not limited to all Collateral
under the Financing Agreement but excluding the Port Clinton, Ohio real
property) as an equity investment and UEP will assume substantially all of your
liabilities (including but not limited to all Obligations under the Financing
Agreement) but excluding the Port Clinton, Ohio real property. The purpose of
this letter is to confirm the following:
1. That UEP has assumed all of the obligations of the Specialty Adhesives
and Coated Fabrics segments of UTC under the Financing Agreement
including but not limited to any and all indebtedness, liabilities and
obligations now or hereafter owed to us by UTC whether arising pursuant
to the aforementioned Financing Agreement or otherwise;
2. That any and all liens, encumbrances, collateral, security interest,
UCC financing statements, mortgages, transfers and any and all
assignments of any right, claim or interest in and to any assets or
property of any nature whatsoever (collectively "Liens") heretofore
given or granted to us by UTC are ratified, confirmed and assumed by
UEP and shall continue without interruption, in full force and effect,
surviving said Restructuring, and shall apply to any and all such
assets or property owned by UTC and/or UEP prior to said Restructuring,
or acquired by UEP as a result of such Restructuring; and in
furtherance of the foregoing provisions of this paragraph, UEP hereby
specifically grants to CITBC a lien upon and security interest in all
of its now owned and hereafter acquired Collateral (as defined in the
Financing Agreement) to secure all of its present and future
indebtedness, liabilities and obligations to CITBC, including but not
limited to all Obligations (as defined in the Financing Agreement);
3. That, effective as of the Effective Date, UEP hereby adopts, ratifies
and confirms all of the terms, provisions and conditions of the
Financing Agreement and the other Financing Documents and shall be
substituted as a party thereto and to all of our agreements and
arrangements with UTC with the same force and effect as if such
agreements and arrangements had been entered into between ourselves and
UEP and such agreements and arrangements are hereby incorporated
herein-by reference in their entirety. We are marking our books
accordingly, and as of the Effective Date, the account of UTC on our
books, shall be transferred to UEP; and
4. We ask UTC and UEP to represent and warrant to us, by executing and
returning to us a copy of this letter, the following:
(a) UTC has assigned transferred and conveyed to UEP all of the assets
of UTC's Specialty Adhesives and Coated Fabrics segments (including but
not limited to all Collateral under the Financing Agreement but
excluding the Port Clinton, Ohio real property);
(b) UEP has assumed substantially all of UTC's liabilities (including
but not limited to all Obligations under the Financing Agreement);
(c) UTC and UEP agree to make available to us, at our request, any and
all documents executed in connection with the Restructuring, including
but not limited to those demonstrating the transfer of assets to, and
the assumption of liabilities by, UEP; and
(d) UTC and UEP agree to execute and deliver to us (at their cost and
expense) any and all documents (including without limitation,
amendments to our to our existing Uniform Commercial Code financing
statements and/or new Uniform Commercial Code financing statements)
requested by us to continue, without interruption, our Liens upon all
assets and property constituting Collateral under the Financing
Documents and/or otherwise subject to a Lien in our favor or for our
benefit.
Except as otherwise specifically provided herein, no other change in the terms,
provisions or conditions of the Financing Agreement or any of the other
Financing Documents is intended or implied. If the foregoing is in accordance
with your understanding of our agreement, please sign the enclosed copy of this
letter to so indicate.
Very truly yours,
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ ▇▇▇▇▇ ▇'▇▇▇▇
Title: AVP
Read and Agreed to:
UNIROYAL TECHNOLOGY CORPORATION
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: VP
UNIROYAL ENGINEERED PRODUCTS, INC.
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President