10(m)(1)
SHOWBIZ PIZZA TIME, INC.
SUPPLEMENTAL AGREEMENT
Dated as of September 29, 1997
relating to the
Loan Agreements, as amended, dated as of June 27, 1995
by and between
Bank One, Texas, N.A., as Lender
and
ShowBiz Pizza Time, Inc., as Borrower
SHOWBIZ PIZZA TIME, INC.
SUPPLEMENTAL AGREEMENT
as of September 29, 1997
Bank One, Texas, N.A.,
0000 Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxx 00000
Re: Loan Agreement, as amended, dated June 27, 1995
executed by ShowBiz Pizza Time, Inc. and Bank One,
Texas, N.A., and Restated Revolving Credit Note
dated August 1, 1996 executed by ShowBiz Pizza
Time, Inc., and payable to Bank One, Texas, N.A. in
the original principal amount of $15,000,000
Ladies and Gentlemen:
SHOWBIZ PIZZA TIME, INC., a Kansas corporation (the
"Company"), hereby agrees with ank One, Texas, N.A., a national
banking association ("Bank") as follows:
SECTION 1. Loan Agreement and the Note; Requested Consent. Bank
extended a loan to Company pursuant to the Loan Agreement, as
amended ("Loan Agreement") dated June 27, 1995 executed by ShowBiz
Pizza Time, Inc. and Bank One, Texas, N.A., and Restated Revolving
Credit Note (the "Note") dated August 1, 1996 executed by ShowBiz
Pizza Time, Inc. In the original principal amount of $15,000,000
which are in effect on the date hereof. Unless the context
otherwise requires, capitalized terms used herein without
definition have the respective meanings ascribed thereto in the
Loan Agreement.
The Company proposes to transfer certain tangible assets at a value
not to exceed $20,000,000 and certain intellectual property owned
by the Company to direct and indirect wholly-owned subsidiaries of
the Company (such transfers referred to herein collectively as the
"Asset Sale Transaction").
In connection therewith, the Company hereby requests consents from
Bank to enter into and effectuate the Asset Sale Transaction, such
transactions being prohibited by the Loan Agreement, particularly
the limitations on asset sales pursuant to Section 8.2 of the Loan
Agreement. In consideration therefor, prior to or concurrently
with the Asset Sale Transaction, the Company will cause each of
ShowBiz Nevada, Inc., ShowBiz Merchandising, Inc. and SPT
Properties Company, Inc., each a Nevada corporation (collectively,
the "Subsidiary Guarantors"), to execute and deliver a Subsidiary
Guarantee, substantially in the form set forth in Exhibit 1 to this
Supplemental Agreement, unconditionally guaranteeing the Company's
obligations under the Note Purchase Agreements and the Notes.
SECTION 2. Consent. Bank hereby consent to the Asset Sale
Transaction.
SECTION 3. Subsidiary Indebtedness. Except for the Subsidiary
Guarantees, the Company will not permit any of the Subsidiary
Guarantors to create, assume, incur, guarantee or otherwise become
liable in respect of any Indebtedness
SECTION 4. Representations and Warranties of the Company. The
Company represents and warrants to you as follows:
Section 4.1. Organization, Authorization, Etc. The Company is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Kansas, and has all requisite power
and authority to execute, deliver and perform its obligations under
this Supplemental Agreement.
The execution, delivery and performance of this Supplemental
Agreement have been duly authorized by all necessary action on the
part of the Company. This Supplemental Agreement is a legal, valid
and binding obligation of the Company, enforceable against the
Company in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency or other similar laws relating
to or affecting the enforcement of creditors' rights generally and
by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
Section 4.2. Compliance with Laws, Other Instruments, Etc. The
execution, delivery and performance by the Company of this
Supplemental Agreement do not and will not (A) contravene, result
in any breach of, or constitute a default under, or result in the
creation of any Lien in respect of any property of the Company or
any Subsidiary under, any indenture, mortgage, deed of trust, loan,
purchase or credit agreement, lease, corporate charter or by-laws,
or any other agreement or instrument to which the Company or any
Subsidiary is bound or by which the Company or any Subsidiary or
any of their respective properties may be bound or affected, (B)
conflict with or result in a breach of any of the terms, conditions
or provisions of any order, judgment, decree, or ruling of any
court, arbitrator or Governmental Authority applicable to the
Company or any Subsidiary or (C) violate any provision of any
statute or other rule or regulation of any Governmental Authority
applicable to the Company or any Subsidiary.
Section 4.3. Governmental Authorizations, Etc. No consent,
approval or authorization of, or registration, filing or
declaration with, any Governmental Authority is required for the
validity of the execution, delivery or performance by the
performance by the Company of this Supplemental Agreement.
Section 4.4. No Default, etc. No Event of Default or Default has
occurred and is continuing, and neither the Company nor any
Subsidiary is in default (whether or not waived) in the performance
or observance of any of the terms, covenants or conditions
contained in any instrument evidencing any Indebtedness and there
is no pending request by the Company (except pursuant to this
Supplemental Agreement or the Note Purchase Agreements dated as of
June 15, 1995 between the Company and the institutional investor
named therein (the "Note Purchase Agreements") with respect to the
Asset Sale Transaction) or any Subsidiary for any amendment or
waiver in respect of any contemplated or possible default with
respect to such Indebtedness and no event has occurred and is
continuing which, with notice or lapse of time or both, would
become such a default.
Section 4.5. No Undisclosed Fees. The Company has not, directly
or indirectly, paid or caused to be paid any consideration (as
supplemental or additional interest, a fee or otherwise) to Bank in
order to induce Bank to enter into this Supplemental Agreement or
take any other action in connection with the transactions
contemplated hereby, nor has the Company agreed to make any such
payment.
SECTION 5. Representation of the Bank. Bank represent to the
Company that Bank is the owner and holder of the Note.
Section 6. Effectiveness of this Supplemental Agreement. This
Supplemental Agreement will become effective on the date (the
"Effective Date") on which all of the following conditions
precedent shall have been satisfied:
Section 6.1. Proceedings. All proceedings taken by the Company in
connection with the transactions contemplated hereby and all
documents and papers incident thereto shall be satisfactory to
Bank, and Bank and its special counsel shall have received all such
counterpart originals or certified or other copies of such
documents and papers, all in form and substance satisfactory to
you, as you or they may reasonably request in connection therewith.
Section 6.2. Execution of this Supplemental Agreement.
Counterparts of this Supplemental Agreement shall have been
executed and delivered by the Company and Bank.
Section 6.3. Representations and Warranties. The representations
and warranties of the Company contained in Section 4 of this
Supplemental Agreement shall be true on and as of the Effective
Date as though such representations and warranties had been made on
and as of the Effective Date, and Bank shall have received a
certificate of a senior financial officer of the Company, dated the
Effective Date, to such effect.
Section 6.4. Subsidiary Guarantees. A Subsidiary Guarantee, dated
on or before the Effective Date, shall have been executed and
delivered to Bank by each of the Subsidiary Guarantors,
substantially in the form hereinabove recited.
Section 6.5. Opinion of Counsel. Bank shall have received an
opinion, dated the Effective Date, addressed to Bank and otherwise
satisfactory in scope and substance to Bank, from Xxxxxxxx Xxxxx,
Esq., Counsel to the Company, substantially in the form set forth
in Annex A attached hereto, and covering such other matters
incident to the transactions contemplated hereby as Bank may
reasonably request.
Section 6.6. Payment of Fees. The Company shall have paid the
fees and disbursements of Bank's special counsel as contemplated by
Section 7 of this Supplemental Agreement.
Section 7. Expenses. The Company agrees, whether or not the
transactions contemplated hereby are consummated, to pay the
reasonable fees and disbursements and other charges of Thompson,
Coe, Cousins & Irons, L.L.P., Bank's special counsel, for their
services rendered in connection with such transactions and with
respect to this Supplemental Agreement and any other document
delivered pursuant to this Supplemental Agreement and reimburse
Bank for Bank's out-of-pocket expenses in connection with the
foregoing.
In furtherance of the foregoing, on the Effective Date the Company
will pay or cause to be paid the reasonable fees and disbursements
and other charges of Thompson, Coe, Cousins & Irons, L.L.P. which
are reflected in the statement of Thompson, Coe, Cousins & Irons,
L.L.P. delivered to the Company prior to the Effective Date. The
Company will also pay promptly upon receipt of supplemental
statements therefor, reasonable additional fees, if any, and
disbursements of Thompson, Coe, Cousins & Irons, L.L.P. in
connection with the transactions contemplated hereby (including
disbursements unposted as of the Effective Date).
Section 8. Ratification. The Loan Agreement, Note and all
other documents evidencing security for the Note are in all
respects ratified and confirmed and the provisions thereof shall
remain in full force and effect.
Section 9. Counterparts. This Supplemental Agreement may be
executed in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the
same instrument.
Section 10. Governing Law. This Supplemental Agreement shall be
governed by and construed in accordance with the laws of the State
ofTexas.
If Bank is in agreement with the foregoing, please sign the form of
acceptance in the space below provided, whereupon this Supplemental
Agreement shall become a binding agreement between Bank and the
Company, subject to becoming effective as hereinabove provided.
SHOWBIZ PIZZA TIME, INC.
By----------------------
Name:
Title:
ACCEPTED AND AGREED:
Bank:
Bank One, Texas, N.A.
By:-------------------
Name:
Title:
ANNEX A
(to Supplemental Agreement)
OPINION OF COUNSEL FOR THE COMPANY
The following opinions are to be provided by counsel for the
Company, subject to customary assumptions, limitations and
qualifications. All capitalized terms used herein without
definition shall have the meanings ascribed thereto in the
Supplemental Agreement.
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Kansas and has all
requisite power and authority to execute and deliver the
Supplemental Agreement and to perform the provisions thereof.
2. The Supplemental Agreement has been duly authorized,
executed and delivered by the Company and constitutes a legal,
valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms.
3. Each Subsidiary Guarantor is a corporation duly
organized, validly existing and in good standing under the laws of
the jurisdiction of its incorporation and has all requisite power
and authority to execute and deliver its Subsidiary Guarantee and
to perform the provisions thereof.
4. Each Subsidiary Guarantee has been duly authorized,
executed and delivered by the respective Subsidiary Guarantor and
constitutes legal, valid and binding obligations of such Subsidiary
Guarantor, enforceable against such Subsidiary Guarantor in
accordance with their terms.
5. No consent, approval or authorization of, or
registration, filing or declaration with, any Governmental
Authority is required on the part of the Company or the Subsidiary
Guarantors for the validity of the execution and delivery or for
the performance by the Company of the Supplemental Agreement or the
Subsidiary Guarantees.
6. The consummation of the transactions contemplated by the
Supplemental Agreement and the performance of the terms and
provisions of the Supplemental Agreement and the Subsidiary
Guarantees do not and will not (i) conflict with the charter, by-laws,
code of regulations or any other organic documents of the
Company or any Subsidiary, (ii) result in any breach of, or
constitute a default under, or result in the creation of any Lien
in respect of any property of the Company under, any indenture,
mortgage, deed of trust, bank loan or credit agreement, or other
agreement or instrument known to me, after due inquiry, to which
the Company or any Subsidiary is a party or by which the Company or
any Subsidiary or any of their respective properties may be bound
or affected, except for the Note Purchase Agreements with respect
to the Asset Sale Transaction, or (iii) conflict with or result in
a breach of any of the terms, conditions or provisions of any
order, judgment, decree or ruling of any court, arbitrator or
Governmental Authority applicable to the Company or any Subsidiary
and known to me, after due inquiry, or violate any provision of any
law, statute, rule or regulation of any Governmental Authority
applicable to the Company or any Subsidiary.
* * * *
This opinion is given solely for your benefit, and for the
benefit of the holder from time to time of the Note held by you, in
connection with the transactions contemplated by the Supplemental
Agreement, and may not be relied upon by any other person for any
purpose without my prior written consent.
Exhibit 1
(to the Supplemental Agreement)
GUARANTEE AGREEMENT
GUARANTEE AGREEMENT dated as of --------, ---- made by -------------------,
a ------------- corporation (the "Guarantor"), in favor of
Bank One, Texas, N.A. (the "Obligee").
WHEREAS, ShowBiz Pizza Time, Inc., a Kansas corporation (the
"Company"), has entered into the Loan Agreement, as amended, dated
as of June 27, 1995 (the "Loan Agreement" and terms defined therein
and not otherwise defined herein are being used herein as so
defined) with Bank One, Texas, N.A. ("Bank"), pursuant to which the
Company may borrow funds as evidenced by that Restated Revolving
Credit Note dated August 1, 1996 in the original amount of
$15,000,000 ("Note");
WHEREAS, the Company has requested the consent of Bank to
enter into certain transactions with the Guarantor that are
prohibited by the Loan Agreement; and
WHEREAS, it is a condition to obtaining the consent of Bank
that the Guarantor execute and deliver this Guarantee Agreement;
NOW, THEREFORE, in consideration of the premises the Guarantor
hereby agrees as follows:
SECTION 1. Guarantee. The Guarantor unconditionally and
irrevocably guarantees, as primary obligor and not merely as
surety,
A. the punctual payment when due, whether at stated
maturity, by acceleration or otherwise, of all obligations of the
Company arising under the Notes and the Loan Agreement, including
all extensions, modifications, substitutions, amendments and
renewals thereof, whether for principal, interest (including
without limitation interest on any overdue principal, premium and
interest at the rate specified in the Note and interest accruing or
becoming owing both prior to and subsequent to the commencement of
any proceeding against or with respect to the Company under any
chapter of the Bankruptcy Code of 1978, 11 U.S.C. S101 et seq.),
fees, expenses, indemnification or otherwise, and
B. the due and punctual performance and observance by the
Company of all covenants, agreements and conditions on its part to
be performed and observed under the Note and the Loan Agreement;
(all such obligations are called the "Guaranteed Obligations");
provided that the aggregate liability of the Guarantor hereunder in
respect of the Guaranteed Obligations shall not exceed at any time
the lesser of (1) the amount of the Guaranteed Obligations and
(2)ximum amount for which the Guarantor is liable under this
Guarantee Agreement without such liability being deemed a
fraudulent transfer under applicable Debtor Relief Laws (as
hereinafter defined), as determined by a court of competent
jurisdiction. As used herein, the term "Debtor Relief Laws" means
any applicable liquidation, conservatorship, bankruptcy,
moratorium, rearrangement, insolvency, reorganization or similar
debtor relief laws affecting the rights of creditors generally from
time to time in effect.
The Guarantor also agrees to pay, in addition to the amount stated
above, any and all reasonable expenses (including reasonable
counsel fees and expenses) incurred by any Obligee in enforcing any
rights under this Guarantee Agreement or in connection with any
amendment of this Guarantee Agreement.
Without limiting the generality of the foregoing, this Guarantee
Agreement guarantees, to the extent provided herein, the payment of
all amounts which constitute part of the Guaranteed Obligations and
would be owed by any other Person to any Obligee but for the fact
that they are unenforceable or not allowable due to the existence
of a bankruptcy, reorganization or similar proceeding involving
such Person.
SECTION 2. Guarantee Absolute. The obligations of the
Guarantor under Section 1 of this Guarantee Agreement constitute a
present and continuing guaranty of payment and not of
collectability and the Guarantor guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms of
the Note and the Loan Agreement, regardless of any law, regulation
or order now or hereafter in effect in any jurisdiction affecting
any of such terms or the rights of any Obligee with respect
thereto. The obligations of the Guarantor under this Guarantee
Agreement are independent of the Guaranteed Obligations, and a
separate action or actions may be brought and prosecuted against
the Guarantor to enforce this Guarantee Agreement, irrespective of
whether any action is brought against the Company or any other
Person liable for the Guaranteed Obligations or whether the Company
or any other such Person is joined in any such action or actions.
The liability of the Guarantor under this Guarantee Agreement shall
be primary, absolute, irrevocable, and unconditional irrespective
of:
A any lack of validity or enforceability of any Guaranteed
Obligation, any Note, the Loan Agreement or any agreement or
instrument relating thereto;
B. any change in the time, manner or place of payment of, or
in any other term of, all or any of the Guaranteed Obligations, or
any other amendment or waiver of or any consent to departure from
any Note, the Loan Agreement or this Guarantee Agreement;
C. any taking, exchange, release or non-perfection of any
collateral, or any taking, release or amendment or waiver of or
consent to departure by the Guarantor or other Person liable, or
any other guarantee, for all or any of the Guaranteed Obligations;
D. any manner of application of collateral, or proceeds
thereof, to all or any of the Guaranteed Obligations, or any manner
of sale or other disposition of any collateral or any other assets
of the Company or any other Subsidiary;
E. any change, restructuring or termination of the corporate
structure or existence of the Company or any other Subsidiary; or
F. any other circumstance (including without limitation any
statute of limitations) that might otherwise constitute a defense,
offset or counterclaim available to, or a discharge of, the Company
or the Guarantor.
This Guarantee Agreement shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of any
of the Guaranteed Obligations is rescinded or must otherwise be
returned by any Obligee, or any other Person upon the insolvency,
bankruptcy or reorganization of the Company or otherwise, all as
though such payment had not been made.
SECTION 3. Waivers. The Guarantor hereby irrevocably waives,
to the extent permitted by applicable law:
A. promptness, diligence, presentment, notice of acceptance
and any other notice with respect to any of the Guaranteed
Obligations and this Guarantee Agreement;
B. any requirement that any Obligee or any other Person
protect, secure, perfect or insure any Lien or any property subject
thereto or exhaust any right or take any action against the Company
or any other Person or any collateral;
C. any defense, offset or counterclaim arising by reason of
any claim or defense based upon any action by any Obligee;
D. any duty on the part of any Obligee to disclose to the
Guarantor any matter, fact or thing relating to the business,
operation or condition of any Person and its assets now known or
hereafter known by such Obligee; and
E. any rights by which it might be entitled to require suit
on an accrued right of action in respect of any of the Guaranteed
Obligations or require suit against the Company or the Guarantor or
any other Person.
SECTION 4. Waiver of Subrogation and Contribution. The
Guarantor shall not assert, enforce, or otherwise exercise (A) any
right of subrogation to any of the rights, remedies, powers,
privileges or liens of any Obligee or any other beneficiary against
the Company or any other obligor on the Guaranteed Obligations or
any collateral or other security, or (B) any right of recourse,
reimbursement, contribution, indemnification, or similar right
against the Company, and the Guarantor hereby waives any and all of
the foregoing rights, remedies, powers, privileges and the benefit
of, and any right to participate in, any collateral or other
security given tny or abligee or any other beneficiary to secure
payment of the Guaranteed Obligations, until such time as the
Guaranteed Obligations have been paid in full.
SECTION 5. Representations and Warranties. The Guarantor
hereby represents and warrants as follows:
A. The Guarantor is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation. The execution, delivery and performance of this
Guarantee Agreement have been duly authorized by all necessary
action on the part of the Guarantor.
B. The execution, delivery and performance by the Guarantor
of this Guarantee Agreement will not (i) contravene, result in any
breach of, or constitute a default under, or result in the creation
of any Lien in respect of any property of the Guarantor or any
Subsidiary of the Guarantor under, any indenture, mortgage, deed of
trust, loan, purchase or credit agreement, lease, corporate charter
or by-laws, or any other material agreement or instrument to which
the Guarantor or any Subsidiary of the Guarantor is bound or by
which the Guarantor or any Subsidiary of the Guarantor or any of
their respective properties may be bound or affected, (ii) conflict
with or result in a breach of any of the terms, conditions or
provisions of any order, judgment, decree, or ruling of any court,
arbitrator or Governmental Authority applicable to the Guarantor or
any Subsidiary of the Guarantor or (iii) violate any provision of
any statute or other rule or regulation of any Governmental
Authority applicable to the Guarantor or any Subsidiary of the
Guarantor.
C. The Guarantor and the Company are members of the same
consolidated group of companies and are engaged in related
businesses and the Guarantor will derive substantial direct and
indirect benefit from the execution and delivery of this Guarantee
Agreement.
SECTION 6. Amendments, Etc. No amendment or waiver of any
provision of this Guarantee Agreement and no consent to any
departure by the Guarantor therefrom shall in any event be
effective unless the same shall be in writing and signed by the
Obligee, and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given;
provided that no amendment, waiver or consent shall, unless in
writing and signed by Obligee, (i) limit the liability of or
release the Guarantor hereunder, (ii) postpone any date fixed for,
or change the amount of, any payment hereunder.
SECTION 7. Addresses for Notices. All notices and other
communications provided for hereunder shall be in writing and
(A) by telecopy if the sender on the same day sends a confirming
copy of such notice by a recognized overnight delivery service
(charges prepaid), or (B) by registered or certified mail with
return receipt requested (postage prepaid), or (C) by a recognized
overnight delivery service (with charges prepaid). Such notice if
sent to the Guarantor shall be addressed to it at the address of
the Guarantor provided below its name on the signature page of this
Guarantee Agreement or at such other address as the Guarantor may
hereafter designate by notice to each Obligee, or if sent to
Obligee, shall be addressed to it as set forth in the Loan
Agreement. Notices under this Section 7 will be deemed given only
when actually received.
SECTION 8. No Waiver; Remedies. No failure on the part of
any Obligee to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single
or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right. The
remedies herein provided are cumulative and not exclusive of any
remedies provided by law.
SECTION 9. Continuing Guarantee. This Guarantee Agreement is
a continuing guarantee of payment and performance and shall (A)
remain in full force and effect until payment in full of the
Guaranteed Obligations and all other amounts payable under this
Guarantee Agreement, (B) be binding upon the Guarantor, its
successors and assigns and (C) inure to the benefit of and be
enforceable by the Obligee and their successors, transferees and
assigns.
SECTION 10. Jurisdiction and Process; Waiver of Jury Trial.
The Guarantor irrevocably submits to the non-exclusive in personam
jurisdiction of any Texas State or federal court sitting in Dallas
County, Texas, over any suit, action or proceeding arising out of
or relating to this Guarantee Agreement. To the fullest extent
permitted by applicable law, the Guarantor irrevocably waives and
agrees not to assert, by way of motion, as a defense or otherwise,
any claim that it is not subject to the in personam jurisdiction of
any such court, any objection that it may now or hereafter have to
the laying of the venue of any such suit, action or proceeding
brought in any such court and any claim that any such suit, action
or proceeding brought in any such court has been brought in an
inconvenient forum.
The Guarantor consents to process being served in any suit, action
or proceeding of the nature referred to in this Section by mailing
a copy thereof by registered or certified mail, postage prepaid,
return receipt requested, to the Guarantor at its address specified
in Section 7 or at such other address of which Obligee shall then
have been notified pursuant to said Section. The Guarantor agrees
that such service upon receipt (i) shall be deemed in every respect
effective service of process upon it in any such suit, action or
proceeding and (ii) shall, to the fullest extent permitted by
applicable law, be taken and held to be valid personal service upon
and personal delivery to the Guarantor. Notices hereunder shall be
conclusively presumed received as evidenced by a delivery receipt
furnished by the United States Postal Service or any recognized
courier or overnight delivery service.
Nothing in this Section 10 shall affect the right of Obligee to
serve process in any manner permitted by law, or limit any right
Obligee may have to bring proceedings against the Guarantor in the
courts of any appropriate jurisdiction or to enforce in any lawful
manner a judgment obtained in one jurisdiction in any other
jurisdiction.
THE GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH
RESPECT TO THIS GUARANTEE AGREEMENT OR ANY OTHER DOCUMENT EXECUTED
IN CONNECTION HEREWITH.
SECTION 11. Governing Law. This Guarantee Agreement shall
be construed and enforced in accordance with, and the rights of the
Guarantor and the Obligees shall be governed by, the laws of the
State of Texas excluding choice-of-law principles of the law of
such State that would require the application of the laws of a
jurisdiction other than such State.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee
Agreement to be duly executed and delivered as of the date first
above written.
[GUARANTOR]
By:-----------------------
Title:
Address:
Attention:
Telephone:
Telecopy:
