ASSIGNMENT
THIS ASSIGNMENT, effective as of November 30, 2001, by Noveon
Holdings, Inc., a Delaware corporation ("Assignor"), to Noveon, Inc., a
Delaware corporation ("Assignee").
WHEREAS, Assignor is the holder of a promissory note dated November
30, 2001 between Xxxxxx X. Xxxxxxxxx as maker and Noveon Holdings, Inc. as
payee (the "Note");
WHEREAS, Assignor is a party to the Security Agreement dated November
30, 2001 between Xxxxxx X. Xxxxxxxxx as pledgee and Noveon Holdings, Inc.
as pledgor (the "Security Agreement");
WHEREAS, Assignor desires to assign and transfer all of its rights and
obligations pursuant to the Note and the Security Agreement to Assignee.
NOW, THEREFORE, in consideration of the rights and obligations being
assigned hereunder, the parties hereto agree as follows:
1. Assignment. Assignor hereby assigns and transfers to Assignee for
its benefit all of Assignor's rights, duties, obligations, title and
interest in and to the Note and Security Agreement, including without
limitation (i) all rights of Assignor to receive moneys due and to become
due under or pursuant to the Note or Security Agreement and (ii) all
obligations and duties of Assignor arising under the Note and Security
Agreement.
2. Acceptance. Assignee hereby accepts the foregoing assignment and
agrees to perform each and every obligation of Assignor under the Note and
Security Agreement.
IN WITNESS WHEREOF, this Assignment has been duly executed by the
parties hereto effective as of the date first above written.
ASSIGNOR: ASSIGNEE:
Noveon Holdings, Inc. Noveon, Inc.
/s/ Xxxxxxxxxxx X. Xxxxx /s/ Xxxxxxxxxxx X. Xxxxx
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Xxxxxxxxxxx X. Xxxxx Xxxxxxxxxxx X. Xxxxx
Senior Vice President, General Counsel Senior Vice President, General Counsel
and Secretary and Secretary
ACCEPTED and AGREED this 30th day of
November, 2001:
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
