EXHIBIT 10.14
SUBSIDIARY GUARANTY
AMENDMENT AND RESTATEMENT dated as of September 20, 1996, to GUARANTY,
dated as of August 1, 1995 (as amended, modified or supplemented from time to
time, the "Guaranty"), made by each of the undersigned (each a "Guarantor" and
collectively, the "Guarantors"). Except as otherwise defined herein, terms used
herein and defined in the Credit Agreement (as defined below) shall be used
herein as therein defined.
W I T N E S S E T H :
WHEREAS, RELTEC HOLDINGS, INC. (the "Company") and RELTEC (UK) LIMITED
(each a "Borrower" and collectively, the "Borrowers"), various financial
institutions from time to time party thereto (the "Banks") and The Chase
Manhattan Bank, as Agent (the "Agent"), have entered into an Amendment and
Restatement dated as of September 20, 1996, amending and restating the Credit
Agreement dated as of July 31, 1995 (as amended, modified or supplemented from
time to time, the "Credit Agreement"), providing for the making of Loans and the
issuance of, and participation in, Letters of Credit as contemplated therein
(the Banks and the Agent herein called the "Bank Creditors");
WHEREAS, the Company may from time to time be a party to one or more
Interest Rate Agreements (each such Interest Rate Agreement with an Interest
Rate Creditor (as defined below), a "Secured Interest Rate Agreement") with any
Bank (including without limitation The Chase Manhattan Bank in its individual
capacity) or a syndicate of financial institutions organized by any Bank or an
affiliate of any Bank (even if any such Bank ceases to be a Bank under the
Credit Agreement for any reason) (any institution that participates in such
Secured Interest Rate Agreement, and in each case, its assignees, collectively,
the "Interest Rate Creditors," and the Interest Rate Creditors together with the
Bank Creditors, collectively the "Secured Creditors");
WHEREAS, the Guarantors have heretofore entered into a Guaranty, dated
as of August 1, 1995 (as amended, modified or supplemented to the date hereof,
the "Original Subsidiary Guaranty");
WHEREAS, each Guarantor wishes to amend and restate the Original
Subsidiary Guaranty;
NOW, THEREFORE, the parties hereto agree that the Original Subsidiary
Guaranty shall be and is hereby amended and restated in its entirety to read as
follows:
1. Each Guarantor, jointly and severally, irrevocably and
unconditionally guarantees:
(i) to the Bank Creditors the full and prompt payment when due
(whether at the stated maturity, by acceleration or otherwise) of (x) the
principal of and interest on the Notes issued by, and the Loans made to,
each Borrower under the Credit Agreement and all reimbursement obligations
and Unpaid Drawings with respect to Letters of Credit issued under the
Credit Agreement and (y) all other obligations (including obligations
which, but for any automatic stay under Section 362(a) of the Bankruptcy
Code, would become due) and liabilities owing by any Borrower to the Bank
Creditors under the Credit Agreement (including, without limitation,
indemnities, Fees and interest thereon) now existing or hereafter incurred
under, arising out of or in connection with the Credit Agreement or any
other Credit Document and the due performance and compliance with the terms
of the Credit Documents by any Borrower (all such principal, interest,
liabilities and obligations being herein collectively called the "Credit
Document Obligations"); and
(ii) to each Interest Rate Creditor the full and prompt payment when
due (whether at the stated maturity, by acceleration or otherwise) of all
obligations (including obligations which, but for any automatic stay under
Section 362(a) of the Bankruptcy Code, would become due) and liabilities
owing by the Company under any Secured Interest Rate Agreement, whether now
in existence or hereafter arising, and due performance and compliance by
the Company with all terms, conditions and agreements contained therein
(all such obligations and liabilities, the "Interest Rate Obligations", and
the Interest Rate Obligations together with the Credit Document
Obligations, collectively the "Guaranteed Obligations").
Each Guarantor understands, agrees and confirms that the Creditors may
enforce this Guaranty up to the full amount of the Guaranteed Obligations
against each Guarantor without proceeding against any other Guarantor, any
Borrower, against any security for the Guaranteed Obligations, or under any
other guaranty covering all or a portion of the Guaranteed Obligations. All
payments by each Guarantor under this Guaranty shall be made on the same basis
as payments by any Borrower under Sections 4.03 and 4.04 of the Credit
Agreement.
2. Additionally, each Guarantor, jointly and severally,
unconditionally and irrevocably, guarantees the payment of any and all
Guaranteed Obligations of each Borrower to the Creditors whether or not due or
payable by such Borrower upon the occurrence in respect of either Borrower of
any of the events specified in Section 9.05 of the Credit
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Agreement, and unconditionally and irrevocably, jointly and severally, promises
to pay such Guaranteed Obligations to the Creditors, on demand, in lawful money
of the United States.
3. The liability of each Guarantor hereunder is exclusive and
independent of any security for or other guaranty of any indebtedness of any
Borrower whether executed by such Guarantor, any other Guarantor, any other
guarantor or by any other party, and the liability of each Guarantor hereunder
shall not be affected or impaired by:
(i) any direction as to application of payment by any Borrower or by
any other party;
(ii) any other continuing or other guaranty, undertaking or maximum
liability of a guarantor or of any other party as to the indebtedness of
any Borrower;
(iii) any payment on or in reduction of any such other guaranty or
undertaking;
(iv) any dissolution, termination or increase, decrease or change in
personnel by any Borrower; or
(v) any payment made to any Creditor on the indebtedness which any
Creditor repays to any Borrower pursuant to court order in any bankruptcy,
reorganization, arrangement, moratorium or other debtor relief proceeding,
and each Guarantor waives any right to the deferral or modification of its
obligations hereunder by reason of any such proceeding.
4. The obligations of each Guarantor hereunder are independent of the
obligations of any other Guarantor, any other guarantor or any Borrower, and a
separate action or actions may be brought and prosecuted against each Guarantor
whether or not action is brought against any other Guarantor, any other
guarantor or any Borrower and whether or not any other Guarantor, any other
guarantor of any Borrower or any Borrower be joined in any such action or
actions.
5. Each Guarantor hereby waives notice of acceptance of this Guaranty
and notice of any liability to which it may apply, and waives promptness,
diligence, presentment, demand of payment, protest, notice of dishonor or
nonpayment of any such liabilities, suit or taking of other action by the Agent
or any other Creditor against, and any other notice to, any party liable thereon
(including such Guarantor or any other guarantor of any Borrower).
6. Any Creditor may at any time and from time to time without the
consent of, or notice to, any Guarantor, without incurring responsibility to
such Guarantor, without impairing or releasing the obligations of such Guarantor
hereunder, upon or without any terms or conditions and in whole or in part:
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(i) change the manner, place or terms of payment of, and/or change or
extend the time of payment of, renew or alter, any of the Guaranteed
Obligations, any security therefor, or any liability incurred directly or
indirectly in respect thereof, and the guaranty herein made shall apply to
the Guaranteed Obligations as so changed, extended, renewed or altered;
(ii) sell, exchange, release, surrender, realize upon or otherwise
deal with in any manner and in any order any property by whomsoever at any
time pledged or mortgaged to secure, or howsoever securing, the Guaranteed
Obligations or any liabilities (including any of those hereunder) incurred
directly or indirectly in respect thereof or hereof, and/or any offset
thereagainst;
(iii) exercise or refrain from exercising any rights against any
Borrower or others or otherwise act or refrain from acting;
(iv) settle or compromise any of the Guaranteed Obligations, any
security therefor or any liability (including any of those hereunder)
incurred directly or indirectly in respect thereof or hereof, and may
subordinate the payment of all or any part thereof to the payment of any
liability (whether due or not) of any Borrower to creditors of such
Borrower;
(v) apply any sums by whomsoever paid or howsoever realized to any
liability or liabilities of any Borrower to the Creditors regardless of
what liabilities of such Borrower remain unpaid;
(vi) consent to or waive any breach of, or any act, omission or
default under, any of the Secured Interest Rate Agreements, the Credit
Documents or any of the instruments or agreements referred to therein, or
otherwise amend, modify or supplement any of the Secured Interest Rate
Agreements, the Credit Documents or any of such other instruments or
agreements; and/or
(vii) act or fail to act in any manner referred to in this
Guaranty which may deprive such Guarantor of its right to subrogation
against any Borrower to recover full indemnity for any payments made
pursuant to this Guaranty.
7. No invalidity, irregularity or unenforceability of all or any part
of the Guaranteed Obligations or of any security therefor shall affect, impair
or be a defense to this Guaranty, and this Guaranty shall be primary, absolute
and unconditional notwithstanding the occurrence of any event or the existence
of any other circumstances which might constitute a legal or equitable discharge
of a surety or guarantor except payment in full of the Guaranteed Obligations.
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8. This Guaranty is a continuing one and all liabilities to which it
applies or may apply under the terms hereof shall be conclusively presumed to
have been created in reliance hereon. No failure or delay on the part of any
Creditor in exercising any right, power or privilege hereunder shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, power
or privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
expressly specified are cumulative and not exclusive of any rights or remedies
which any Creditor would otherwise have. No notice to or demand on any
Guarantor in any case shall entitle such Guarantor to any other further notice
or demand in similar or other circumstances or constitute a waiver of the rights
of any Creditor to any other or further action in any circumstances without
notice or demand. It is not necessary for any Creditor to inquire into the
capacity or powers of any Borrower or any of such Borrower's Subsidiaries or the
officers, directors, partners or agents acting or purporting to act on such
Borrower's behalf, and any indebtedness made or created in reliance upon the
professed exercise of such powers shall be guaranteed hereunder.
9. Any Indebtedness of any Borrower now or hereafter held by any
Guarantor is hereby subordinated to such Indebtedness of such Borrower to the
Creditors; and such indebtedness of such Borrower to any Guarantor, if the
Agent, after an Event of Default has occurred, so requests, shall be collected,
enforced and received by such Guarantor as trustee for the Creditors and be paid
over to the Creditors on account of the Indebtedness of such Borrower to the
Creditors, but without affecting or impairing in any manner the liability of
such Guarantor under the other provisions of this Guaranty. Prior to the
transfer by any Guarantor of any note or negotiable instrument evidencing any
Indebtedness of any Borrower to such Guarantor, such Guarantor shall xxxx such
note or negotiable instrument with a legend that the same is subject to this
subordination.
10. (a) Each Guarantor waives any right (except as shall be required
by applicable statute and cannot be waived) to require the Creditors to: (i)
proceed against any Borrower, any other Guarantor, any other guarantor of any
Borrower or any other party; (ii) proceed against or exhaust any security held
from any Borrower, any other Guarantor, any other guarantor of any Borrower or
any other party; or (iii) pursue any other remedy in the Creditors' power
whatsoever. Each Guarantor waives, to the extent permitted by applicable law,
any defense based on or arising out of any defense of any Borrower, any other
Guarantor, any other guarantor of any Borrower or any other party other than
payment in full of the Guaranteed Obligations, including, without limitation,
any defense based on or arising out of the disability of such Borrower, any
other Guarantor, any other guarantor of such Borrower or any other party, or the
unenforceability of the Guaranteed Obligations or any part thereof from any
cause, or the cessation from any cause of the liability of such Borrower other
than payment in full of the Guaranteed Obligations. The Creditors may, at their
election, foreclose on any security held by the Agent, the Collateral Agent or
the other Creditors by one or more judicial or nonjudicial sales, whether or not
every aspect of any such sale is commercially
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reasonable (to the extent such sale is permitted by applicable law), or exercise
any other right or remedy the Creditors may have against any Borrower or any
other party, or any security, without affecting or impairing in any way the
liability of any Guarantor hereunder except to the extent the Guaranteed
Obligations have been paid in full.
(b) Each Guarantor waives, to the extent permitted by applicable law,
all presentments, demands for performance, protests and notices, including,
without limitation, notices of nonperformance, notices of protest, notices of
dishonor, notices of acceptance of this Guaranty, and notices of the existence,
creation or incurring of new or additional indebtedness. Each Guarantor assumes
all responsibility for being and keeping itself informed of each Borrower's
financial condition and assets, and of all other circumstances bearing upon the
risk of nonpayment of the Guaranteed Obligations and the nature, scope and
extent of the risks which such Guarantor assumes and incurs hereunder, and
agrees that the Creditors shall have no duty to advise any Guarantor of
information known to them regarding such circumstances or risks.
(c) Until such time as the Guaranteed Obligations have been paid in
full in cash or Cash Equivalents, each Guarantor hereby waives all rights of
subrogation which it may at any time otherwise have as a result of this Guaranty
(whether contractual, under Section 509 of the Bankruptcy Code, or otherwise) to
the claims of the Creditors against any Borrower, any other Guarantor or any
other guarantor of the Guaranteed Obligations and all contractual, statutory or
common law rights of reimbursement, contribution or indemnity from any Borrower
or any other Guarantor which it may at any time otherwise have as a result of
this Guaranty.
11. If and to the extent that any Guarantor makes any payment to any
Creditor or to any other Person pursuant to or in respect of this Guaranty, any
claim which such Guarantor may have against any Borrower by reason thereof shall
be subject and subordinate to the prior payment in full of the Guaranteed
Obligations to each Creditor.
12. Each Guarantor covenants and agrees that on and after the date
hereof and until the termination of the Total Commitment and all Secured
Interest Rate Agreements and when no Letter of Credit or Note remains
outstanding and all Guaranteed Obligations have been paid in full, such
Guarantor shall take, or will refrain from taking, as the case may be, all
actions that are necessary to be taken or not taken so that no violation of any
provision, covenant or agreement contained in Section 7 or 8 of the Credit
Agreement, and so that no Event of Default, is caused by the actions of such
Guarantor or any of its Subsidiaries.
13. The Guarantors hereby jointly and severally agree to pay, to the
extent not paid pursuant to Section 13.01 of the Credit Agreement, all
reasonable out-of-pocket costs and expenses of each Creditor in connection with
the enforcement of this Guaranty and any
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amendment, waiver or consent relating hereto (including, without limitation, the
reasonable fees and disbursements of counsel employed by any of the Creditors).
14. This Guaranty shall be binding upon each Guarantor and its
successors and assigns and shall inure to the benefit of the Creditors and their
successors and assigns to the extent permitted under the Credit Agreement.
15. Neither this Guaranty nor any provision hereof may be changed,
waived, discharged or terminated except with the written consent of the Required
Banks (as required by Section 13.12 of the Credit Agreement) and each Guarantor
affected thereby (it being understood that the addition or release of any
Guarantor hereunder shall not constitute a change, waiver, discharge or
termination affecting any Guarantor other than the Guarantor so added or
released), PROVIDED that any change, waiver, modification or variance affecting
the rights and benefits of a single class (as defined below) of Creditors (and
not all Creditors in a like or similar manner) shall require the written consent
of the Requisite Creditors (as defined below) of such Class. For the purpose of
this Guaranty, the term "Class" shall mean each class of Creditors, I.E.,
whether (i) the Bank Creditors as holders of the Credit Agreement Obligations or
(ii) the Interest Rate Creditors as holders of the Interest Rate Obligations.
For the purpose of this Guaranty, the term "Requisite Creditors" of any Class
shall mean each of (i) with respect to the Credit Agreement Obligations, the
Required Banks, and (ii) with respect to the Interest Rate Obligations, the
holders of at least a majority of all obligations outstanding from time to time
under the Secured Interest Rate Agreements.
16. Each Guarantor acknowledges that an executed (or conformed) copy
of each of the Credit Documents has been made available to its principal
executive officers and such officers are familiar with the contents thereof.
17. In addition to any rights now or hereafter granted under
applicable law (including, without limitation, Section 151 of the New York
Debtor and Creditor Law) and not by way of limitation of any such rights, upon
the occurrence and during the continuance of an Event of Default (such term to
mean any "Event of Default" as defined in the Credit Agreement or any payment
default under any Secured Interest Rate Agreement continuing after any
applicable grace period), each Creditor is hereby authorized at any time or from
time to time, without notice to any Guarantor or to any other Person, any such
notice being expressly waived, to set off and to appropriate and apply any and
all deposits (general or special) and any other indebtedness at any time held or
owing by such Creditor to or for the credit or the account of such Guarantor,
against and on account of the obligations and liabilities of such Guarantor to
such Creditor under this Guaranty, irrespective of whether or not such Creditor
shall have made any demand hereunder and although said obligations, liabilities,
deposits or claims, or any of them, shall be contingent or unmatured. Each
Creditor agrees to promptly notify the relevant Guarantor after any such set off
and application;
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PROVIDED HOWEVER that the failure to give such notice shall not affect the
validity of such set off and application.
18. All notices, requests, demands or other communications pursuant
hereto shall be made in writing (including telegraphic, telex, facsimile
transmission or cable communication) and mailed, telegraphed, telexed,
transmitted, cabled or delivered, if to any Guarantor, at the address specified
opposite its signature below; if to any Creditor, as provided in the Credit
Agreement; if to any Interest Rate Creditor, at such address as such Interest
Rate Creditor shall have specified in writing to the Guarantor or in any case at
such other address as any of the Persons listed above may hereafter notify the
others in writing. All such notices and communications shall be mailed,
telegraphed, telexed, transmitted, or cabled or sent by overnight courier, and
shall be effective when received.
19. If claim is ever made upon any Creditor for repayment or recovery
of any amount or amounts received in payment or on account of any of the
Guaranteed Obligations and any of the aforesaid payees repays all or part of
said amount by reason of (i) any judgment, decree or order of any court or
administrative body having jurisdiction over such payee or any of its property
or (ii) any settlement or compromise of any such claim effected by such payee
with any such claimant (including any Borrower), then and in such event each
Guarantor agrees that any such judgment, decree, order, settlement or compromise
shall be binding upon such Guarantor, notwithstanding any revocation hereof or
other instrument evidencing any liability of any Borrower, and such Guarantor
shall be and remain liable to the aforesaid payees hereunder for the amount so
repaid or recovered to the same extent as if such amount had never originally
been received by any such payee.
20. (a) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE
CREDITORS AND OF THE UNDERSIGNED HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. Any legal action or
proceeding with respect to this Guaranty may be brought in the courts of the
State of New York or of the United States of America for the Southern District
of New York, and, by execution and delivery of this Guaranty, each Guarantor
hereby irrevocably accepts for itself and in respect of its property, generally
and unconditionally, the jurisdiction of the aforesaid courts. Each Guarantor
hereby irrevocably consents to the service of process out of any of the
aforementioned courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to each Guarantor at
its address set forth opposite its signature below, such service to become
effective 30 days after such mailing and appoints The Xxxxxxxx-Xxxx Corporation
System, Inc. as its agent for service of process in respect of any such action
or proceeding. Nothing herein shall affect the right of any of the Creditors to
serve process in any other manner permitted by law or to commence legal
proceedings or otherwise proceed against each Guarantor in any other
jurisdiction.
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(b) Each Guarantor hereby irrevocably waives any objection which it
may now or hereafter have to the laying of venue of any of the aforesaid actions
or proceedings arising out of or in connection with this Guaranty or any other
Credit Document brought in the courts referred to in clause (a) above and hereby
further irrevocably waives and agrees not to plead or claim in any such court
that such action or proceeding brought in any such court has been brought in an
inconvenient forum.
(c) Each Guarantor hereby irrevocably waives all rights to a trial by
jury in any action, proceeding or counterclaim arising out of or relating to
this Guaranty, the other Credit Documents or the transactions contemplated
hereby or thereby.
21. In the event that all of the capital stock of one or more
Guarantors is sold or otherwise disposed of or liquidated in compliance with the
requirements of Section 8.02 of the Credit Agreement (or such sale or other
disposition has been approved in writing by the Required Banks (as required by
Section 13.12 of the Credit Agreement)) and the proceeds of such sale,
disposition or liquidation are applied, to the extent applicable, in accordance
with the provisions of the Credit Agreement, such Guarantor shall be released
from this Guaranty and this Guaranty shall, as to each such Guarantor or
Guarantors, terminate, and have no further force or effect (it being understood
and agreed that the sale of one or more Persons that own, directly or
indirectly, all of the capital stock of any Guarantor shall be deemed to be a
sale of such Guarantor for the purposes of this Section 21).
22. Each Guarantor, in addition to the subrogation rights it shall
have against any Borrower under applicable law as a result of any payment it
makes hereunder, shall also have a right of contribution against all other
Guarantors in respect of any such payment PRO RATA among same based on their
respective net fair value as enterprises, PROVIDED any such right of
contribution shall be subject and subordinate to the prior payment in full of
the Guaranteed Obligations (and such Guarantor's obligations in respect
thereof). It is the desire and intent of each Guarantor and the Creditors that
this Guaranty shall be enforced to the fullest extent permissible under the laws
and public policies applied in each jurisdiction in which enforcement is sought.
If and to the extent that the obligations of any Guarantor under this Guaranty
would, in the absence of this sentence, be adjudicated to be invalid or
unenforceable because of any applicable state or federal law relating to
fraudulent conveyances or transfers, then the amount of such Guarantor's
liability hereunder in respect of the Guaranteed Obligations shall be deemed to
be reduced AB INITIO to that maximum amount which would be permitted without
causing such Guarantor's obligations hereunder to be so invalidated.
23. The Creditors agree that this Guaranty may be enforced only by
the action of the Agent or the Collateral Agent, in each case acting upon the
instructions of the Required Banks and that no Creditor shall have any right
individually to seek to enforce or to enforce this Guaranty or to realize upon
the security to be granted by the Security Documents, it being understood and
agreed that such rights and remedies may be exercised by the Agent or the
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Collateral Agent for the benefit of the Creditors upon the terms of this
Guaranty and the Security Documents.
24. All payments made by any Guarantor hereunder will be made without
setoff, counterclaim or other defense.
25. It is understood and agreed that any Subsidiary of the Company
that is required to execute a counterpart of this Guaranty pursuant to the
Credit Agreement shall automatically become a Guarantor hereunder by executing a
counterpart hereof and delivering the same to the Agent.
26. (a) The Guarantors' obligations hereunder to make payments in the
Applicable Currency (the "Obligation Currency") shall not be discharged or
satisfied by any tender or recovery pursuant to any judgment expressed in or
converted into any currency other than the Obligation Currency, except to the
extent that such tender or recovery results in the effective receipt by the
respective Creditor of the full amount of the Obligation Currency expressed to
be payable to such Creditor under this Guaranty. If for the purpose of
obtaining or enforcing judgment against any Guarantor in any court or in any
jurisdiction, it becomes necessary to convert into or from any currency other
than the Obligation Currency (such other currency being hereinafter referred to
as the "Judgment Currency") an amount due in the Obligation Currency, the
conversion shall be made, at the Alternate Currency Equivalent or the Dollar
Equivalent thereof, as the case may be, and, in the case of other currencies the
rate of exchange (as quoted by the Agent or if the Agent does not quote a rate
of exchange on such currency, by a known dealer in such currency designated by
the Agent) determined, in each case, as on the day immediately preceding the day
on which the judgment is given (such Business Day being hereinafter referred to
as the "Judgment Currency Conversion Date").
(b) If there is a change in the rate of exchange prevailing between
the Judgment Currency Conversion Date and the date of actual payment of the
amount due, the Guarantors covenant and agree to pay, or cause to be paid, such
additional amounts, if any (but in any event not a lesser amount), as may be
necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange prevailing on the date of payment, will
produce the amount of the Obligation Currency which could have been purchased
with the amount of Judgment Currency stipulated in the judgment of judicial
award at the rate of exchange prevailing on the Judgment Currency Conversion
Date.
(c) For purposes of determining the Alternate Currency Equivalent of
the Dollar Equivalent or rate of exchange for this Section, such amounts shall
include any premium and costs payable in connection with the purchase of the
Obligation Currency.
27. This Guaranty may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which when so
executed and
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delivered shall be an original, but all of which shall together constitute one
and the same instrument. A set of counterparts executed by all the parties
hereto shall be lodged with the Company and the Agent.
* * *
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IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be
executed and delivered as of the date first above written.
Address:
0000 Xxxxxxxxxxx Xxxxx RELTEC CORPORATION
Xxxxx 000
Xxxxxxxx Xxxxxxx, Xxxx 00000
Attention: Xxxx X. Xxxxxx
Telephone No.: (000) 000-0000 By:________________________
Facsimile No.: (000) 000-0000 Title: Vice President
c/o RELTEC Holdings, Inc. RELTEC FOREIGN HOLDINGS, INC.
0000 Xxxxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxx Xxxxxxx, Xxxx 00000
Attention: Xxxx X. Xxxxxx
Telephone No.: (000) 000-0000 By:________________________
Facsimile No.: (000) 000-0000 Title:
Accepted and Agreed to:
THE CHASE MANHATTAN BANK
as Agent
By:_________________________
Title:
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