Credit Documents and all other documents delivered in connection with the
Credit Agreement shall mean and be a reference to the Credit Agreement as
amended hereby. Borrower acknowledges and agrees that this Agreement constitutes
a "Credit Document" for purposes of the Credit Agreement. None of the terms and
conditions of this Agreement may be changed, waived, modified or varied in any
manner, whatsoever, except in accordance with Section 12.12 of the Credit
Agreement.
(i)
RELEASE.
BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE,
COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE
WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS
LIABILITY TO REPAY THE "OBLIGATIONS" OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF
ANY KIND OR NATURE FROM THE ADMINISTRATIVE AGENT OR ANY LENDER. BORROWER HEREBY
VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES THE AGENT AND EACH
LENDER, AND THE ADMINISTRATIVE AGENT'S AND EACH LENDER'S RESPECTIVE AFFILIATES,
PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE
CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND
LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED,
SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN
EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AGREEMENT IS
EXECUTED, WHICH BORROWER MAY NOW OR HEREAFTER HAVE AGAINST THE ADMINISTRATIVE
AGENT OR ANY OF ITS AFFILIATES, ANY LENDER, OR AGAINST THEIR RESPECTIVE
AFFILIATES, PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND
IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION
OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY "LOANS," INCLUDING,
WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING
OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE
EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT OR OTHER CREDIT
DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AGREEMENT. NOTWITHSTANDING
THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 8.1(i) SHALL BE CONSTRUED TO
LIMIT OR WAIVE ANY CLAIMS, DEFENSES OR CAUSES OF ACTION THAT BORROWER MAY HAVE
AGAINST CITICORP USA, INC. OR ANY OF ITS AFFILIATES, PREDECESSORS, AGENTS,
EMPLOYEES, SUCCESSORS OR ASSIGNS RELATING TO ANY HEDGE AGREEMENTS BETWEEN
BORROWER AND SUCH PERSONS.
(j)
Severability of Provisions.
Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.
7
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized, as of the date first
written above.
DEUTSCHE BANK TRUST COMPANY AMERICAS
(f/k/a BANKERS TRUST COMPANY),
Individually as a Lender and as Agent
By:
Name:
Title:
GEO SPECIALTY CHEMICALS, INC.
By:
Name:
Title:
8
Schedule A
Scheduled Defaults
The failure to pay interest under the Senior Subordinated Notes on the due date
but excluding any failure to pay such