May 3, 2002
Public Credit and Repackaged Securities(SM) (PCARS)(SM) Trust JPM Capital
Trust I Series 2002-2
c/o Wells Fargo Bank Minnesota, N.A., as trustee
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Ladies and Gentlemen:
For value received, The Xxxxxxx Xxxxx Group, Inc. (the "Guarantor"), a
corporation organized under the laws of the State of Delaware, hereby
unconditionally guarantees the prompt and complete payment when due, whether by
acceleration or otherwise, of all obligations and liabilities, whether now in
existence or hereafter arising of Xxxxxxx Xxxxx Capital Markets, L.P., a
subsidiary of the Guarantor and a limited partnership organized under the laws
of the State of Delaware ("GSCM"), to PUBLIC CREDIT AND REPACKAGED
SECURITIES(SM) (PCARS)(SM) TRUST JPM CAPITAL TRUST I SERIES 2002-2 (the
"Counterparty") arising out of or under the ISDA Master Agreement dated as of
May 3, 2002, between GSCM and the Counterparty (the "Obligations"). This
Guaranty is one of payment and not of collection.
The Guarantor hereby waives notice of acceptance of this Guaranty and notice of
the Obligations, and waives presentment, demand for payment, protest, notice of
dishonor or non-payment of the Obligations, suit, or the taking of other action
by the Counterparty against GSCM, the Guarantor or others.
The Counterparty may at any time and from time to time without notice to or
consent of the Guarantor and without impairing or releasing the obligations of
the Guarantor hereunder: (1) agree with GSCM to make any change in the terms of
the Obligations; (2) take or fail to take any action of any kind in respect of
any security for the Obligations; (3) exercise or refrain from exercising any
rights against GSCM or others in respect of the Obligations; or (4) compromise
or subordinate the Obligations, including any security therefor. Any other
suretyship defenses are hereby waived by the Guarantor.
The Guarantor further agrees that this Guaranty shall continue to be effective
or be reinstated, as the case may be, if at any time payment, or any part
thereof, of any Obligations, or interest thereon is rescinded or must otherwise
be restored or returned by the Counterparty upon the bankruptcy, insolvency,
dissolution or reorganization of GSCM.
Public Credit and Repackaged Securities(SM) (PCARS)(SM) Trust JPM Capital
Trust I Series 2002-2
c/o Wells Fargo Bank Minnesota, N.A., as trustee
May 3, 2002
Page 2
This Guaranty shall continue in full force and effect until the opening of
business on the fifth business day after the Counterparty receives written
notice of termination from the Guarantor. It is understood and agreed, however,
that notwithstanding any such termination this Guaranty shall continue in full
force and effect with respect to all Obligations which shall have been incurred
prior to such termination.
The Guarantor may not assign its rights nor delegate its obligations under this
Guaranty, in whole or in part, without the prior written consent of the
Counterparty, and any purported assignment or delegation absent such consent is
void, except for an assignment and delegation of all of the Guarantor's rights
and obligations hereunder in whatever form the Guarantor determines may be
appropriate to a partnership, corporation, trust or other organization in
whatever form that succeeds to all or substantially all of the Guarantor's
assets and business and that assumes such obligations by contract, operation of
law or otherwise. Upon any such delegation and assumption of obligations, the
Guarantor shall be relieved of and fully discharged from all obligations
hereunder, whether such obligations arose before or after such delegation and
assumption.
THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
OF LAW. XXXXXXXXX AGREES TO THE EXCLUSIVE JURISDICTION OF COURTS LOCATED IN THE
STATE OF NEW YORK, UNITED STATES OF AMERICA, OVER ANY DISPUTES ARISING UNDER OR
RELATING TO THIS GUARANTY.
Very truly yours,
THE XXXXXXX XXXXX GROUP, INC.
By: /s/ Xxxxxxxxx Xxxxxx
--------------------------------
Authorized Officer
