AS APPLICABLE
(COLLECTIVELY, "RELEASORS"), JOINTLY AND SEVERALLY, KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY RELEASE AND FOREVER DISCHARGE CIT, AND ITS SUBSIDIARIES,
AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, ATTORNEYS,
PREDECESSORS, SUCCESSORS AND ASSIGNS, BOTH PRESENT AND FORMER (INDIVIDUALLY, A
"RELEASEE" AND COLLECTIVELY, THE "RELEASEES") OF AND FROM ANY AND ALL MANNER OF
ACTIONS, CAUSES OF ACTION, SUITS, DEBTS, CONTROVERSIES, TORTS, DAMAGES,
JUDGMENTS, EXECUTIONS, CLAIMS AND DEMANDS WHATSOEVER, WHETHER OR NOT PRESENTLY
SUSPECTED, CONTEMPLATED OR ANTICIPATED, BASED UPON, OR IN ANY MANNER CONNECTED
WITH ANY TRANSACTION, EVENT, CIRCUMSTANCE, ACTION, OMISSION, FAILURE TO ACT OR
OCCURRENCE OF ANY SORT OR TYPE, WHETHER KNOWN OR UNKNOWN, WHICH OCCURRED,
EXISTED, OR WAS TAKEN OR PERMITTED PRIOR TO THE PAYOFF EFFECTIVE DATE WITH
RESPECT TO THE OBLIGATIONS, THE FINANCING AGREEMENT OR THE ADMINISTRATION
THEREOF, INCLUDING, WITHOUT LIMITATION, ANY SO-CALLED "LENDER LIABILITY" CLAIMS
OR DEFENSES WHICH IT HAS, ASSERTED OR UNASSERTED, IN LAW OR IN EQUITY, WHICH
RELEASORS EVER HAD OR NOW HAVE AGAINST THE RELEASEES. IF THE BORROWER ASSERTS OR
COMMENCES ANY CLAIM, COUNTER-CLAIM, DEMAND, OBLIGATION, LIABILITY OR CAUSE OF
ACTION IN DEROGATION OF THE FOREGOING RELEASE OR CHALLENGES THE ENFORCEABILITY
OF THE FOREGOING RELEASE (IN EACH CASE, A "VIOLATION"), THEN THE BORROWER AGREES
TO PAY IN ADDITION TO SUCH OTHER DAMAGES AS ANY RELEASEE MAY SUSTAIN AS A RESULT
OF SUCH VIOLATION, ALL ATTORNEYS' FEES AND EXPENSES (INCLUDING IN-HOUSE AND
OUTSIDE COUNSEL) INCURRED BY SUCH RELEASEE AS A RESULT OF SUCH VIOLATION.
4
This letter agreement shall be governed by the internal laws of the State of New
York. No party may assign its rights, duties or obligations under this letter
agreement without the prior written consent of the other parties. This letter
agreement supersedes any and all of our prior discussions and correspondence
regarding the Payoff Amount. This letter agreement shall inure to the benefit of
CIT, the Lenders and the Borrower, and each of their respective successors and
assigns. In addition, this letter agreement may be executed in multiple
counterparts, all of which taken together shall constitute one and the same
agreement, and any of the parties hereto may execute this letter agreement by
signing any such counterpart.
Very truly yours,
THE CIT GROUP/BUSINESS CREDIT, INC.
By:
/s/ Victor Alarcon
Name:
Victor Alarcon
Title:
Vice President
Acknowledged and Agreed:
HORSEHEAD CORP.,
the Borrower
/s/ Robert D. Scherich
Name:
Robert D. Scherich
Title:
Vice
President and Chief Financial Officer
5
Exhibit A
Payoff Amount Details
LOAN BALANCE
AMOUNT
REVOLVER (0A)
-
INTEREST 12/1-12/11/09
68.70
UNUSED LINE FEE 12-1/09 to 12/10/09
9,212.27
COLLATERAL MANAGEMENT FEE
2,083.33
UNUSED LINE FEE 12-11/09 to 1/10/10
27,663.93
GENERAL RESERVE
5,000.00
TOTAL PAYOUT
44,028.23