Exhibit 10.34


 


ASSIGNMENT AND ASSUMPTION AGREEMENT


 


This
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of [                        ],
2009 (this “Assignment and Assumption Agreement”), between STR Holdings
LLC, a Delaware limited liability company (“Predecessor LLC”) and STR
Holdings (New) LLC, a Delaware limited liability company (“New LLC” and
together with any corporate successor to New LLC by way of conversion, “Newco”).


 


W I T N
E S S E T H:


 


WHEREAS,
Predecessor LLC will file a Certificate of Cancellation and liquidate pursuant
to the Plan of Complete Liquidation and Dissolution, dated as of [          ]
[    ], 2009 (the “Liquidation and Dissolution”).


 


WHEREAS, New LLC
has entered into the Agreement and Plan of Merger, by and among Specialized
Technology Resources, Inc. (“STR”), New LLC and STR Merger, Inc.,
dated as of [          ],
2009 (the “Merger Agreement”), whereby New LLC will become a
wholly-owned subsidiary of STR.


 


WHEREAS,
Predecessor LLC is party as “Holdings” to the First Lien Credit Agreement,
dated as of June 15, 2007, among STR, the Lenders party thereto and Credit
Suisse, as Administrative Agent and to the Second Lien Credit Agreement, dated
as of June 15, 2007, among STR, the Lenders party thereto and Credit
Suisse, as Administrative Agent (collectively, the “Credit Agreements”).


 


WHEREAS,
immediately prior to the Liquidation and Dissolution (the “Effective Time”),
Predecessor LLC shall assign all of its rights, title, interest and obligations
under each “Loan Document” (as such term is defined under each Credit
Agreement, collectively the “Loan Documents”) to Newco, subject to the
terms and conditions of this Assignment and Assumption Agreement.


 


WHEREAS, in accordance with the terms of this
Assignment and Assumption Agreement, Predecessor LLC and Newco have agreed to provide
for (a) such assignment from Predecessor LLC to Newco of the Loan
Documents from and after the Effective Time, and (b) the acceptance by Newco
of such assignment and the assumption by Newco of (i) all obligations to
be performed by Predecessor under the Loan Documents on and after the Effective
Time and (ii) the assumed liabilities related to the Loan Documents (the “Assumed
Liabilities”).


 


NOW, THEREFORE, in
consideration of the foregoing and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:


 


1.                                       Assignment.  Predecessor
LLC hereby assigns, transfers and conveys to Newco, to the extent that such are
legally assignable and any necessary consents to


 

















 


assignment have been
obtained, all of Predecessor LLC’s right, title and interest in, under and to
the Loan Documents from and after the Effective Time.


 


2.                                       Acceptance and
Assumption.  Newco hereby
(a) accepts the assignment, transfer and conveyance, to the extent that
such are legally assignable and necessary consents to assignment have been
obtained, of Predecessor LLC’s right, title and interests in, under and to the Loan
Documents; (b) assumes, undertakes and agrees, subject to valid claims and
defenses, to pay, satisfy, perform or discharge in accordance with the terms
thereof all obligations and liabilities of any kind arising out of, or required
to be performed under, such assigned Loan Documents from and after the Effective
Time; and (c) assumes, undertakes and agrees to pay, satisfy, perform or
discharge in accordance with the terms thereof all of the Loan Documents and
all obligations and liabilities of any kind arising out of Newco’s assumption
of the Assumed Liabilities.


 


3.                                       Parties in
Interest.  This
Assignment and Assumption Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.


 


4.                                       Counterparts.  This Assignment and Assumption Agreement may
be executed by the parties hereto in separate counterparts, each of which when
so executed and delivered shall be an original, and all of which together shall
constitute one and the same instrument.


 


5.                                       Governing Law.  This Assignment and Assumption Agreement and
the rights and obligations of the parties hereunder shall be governed by, and
construed in accordance with, the laws of the State of New York as applied to
contracts made and performed entirely in such State.


 


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IN WITNESS WHEREOF, the parties hereto have executed
this Assignment and Assumption Agreement on the date first written above.


 


 


	
   

  	
  STR HOLDINGS LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Barry
  A. Morris

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STR HOLDINGS (NEW) LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Barry
  A. Morris

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and Chief Financial Officer

  



 


[SIGNATURE PAGE TO
ASSIGNMENT AND ASSUMPTION AGREEMENT]