EXHIBIT 10.9
EXECUTION COPY
LIMITED RECOURSE PARENT GUARANTEE
LIMITED RECOURSE PARENT GUARANTEE, dated as of May 26, 2005 (as
amended, restated, supplemented or otherwise modified and in effect from time to
time, this "Parent Guarantee"), made by Global Signal Inc., a Delaware
corporation ("Global Signal"), and Global Signal Operating Partnership, L.P., a
Delaware limited partnership ("GSOP", and together with Global Signal, the
"Guarantors"), in favor of Xxxxxx Xxxxxxx Asset Funding Inc. ("MSAFI"), in its
capacity as collateral agent for the benefit of itself, the other Agents and the
Lenders under the Bridge Loan Agreement referred to below, and its successors
and assignees (the "Collateral Agent").
RECITALS
Pursuant to the Bridge Loan and Override Agreement, dated as of May
26, 2005 (including, without limitation, the terms of the Securitization Loan
Agreement Form referenced therein to the extent incorporated therein, as
amended, restated, supplemented or otherwise modified from time to time, the
"Bridge Loan Agreement"), by and among Global Signal Acquisitions II LLC, a
Delaware limited liability company (the "Borrower"), the lenders from time to
time party thereto (the "Lenders"), Bank of America, N.A. ("BANA"), as
co-Administrative Agent and calculation agent, and Xxxxxx Xxxxxxx Asset Funding
Inc. ("MSAFI"), as co-Administrative Agent and Collateral Agent, the Lenders
have agreed to make loans (the "Loans") to the Borrower upon the terms and
subject to the conditions set forth therein, such Loans to be evidenced by the
Notes issued by the Borrower thereunder. As of the date hereof, the Guarantors
own, directly or indirectly, 100% of the equity interests of the Borrower. The
Guarantors will derive substantial direct and indirect benefit from the making
of the loans to the Borrower under the Bridge Loan Agreement. It is a condition
precedent to the obligation of the Lenders to make loans to the Borrower under
the Bridge Loan Agreement that the Guarantors shall have executed and delivered
this Parent Guarantee to the Collateral Agent.
NOW, THEREFORE, in consideration of the premises and to induce the
Lenders to enter into the Bridge Loan Agreement and to induce the Lenders to
make loans to the Borrower under the Bridge Loan Agreement, the Guarantors
hereby agree with the Collateral Agent for the benefit of the Agents and the
Lenders as follows:
1. Defined Terms.
(a) Unless otherwise defined herein, terms defined in the Bridge Loan
Agreement and used herein shall have the meanings given to them in the Bridge
Loan Agreement. In addition, the following terms shall have the following
meaning:
"Adverse Claim" means a lien, security interest, charge or
encumbrance, or other right or claim in, of or on any Person's assets or
properties in favor of any other Person (including any UCC financing
statement or any similar instrument filed against such Person's assets or
properties).
"Consolidated Indebtedness" means, for the definition of Global Signal
Default only, any Person and its consolidated Subsidiaries at such time,
the aggregate Indebtedness (as defined in the GSOP Credit Agreement) of
such Person and its consolidated Subsidiaries determined on a consolidated
basis in accordance with GAAP.
"Consolidated EBITDA" means, for the definition of Global Signal
Default only, with respect to Global Signal and its consolidated
Subsidiaries for any period of determination, the
sum (determined on a consolidated basis), without duplication, of (a) net
income for such period, plus (b) amortization, accretion and depreciation
for such period, plus (c) interest expense (determined in accordance with
GAAP) for such period, plus (d) actual taxes based on income for such
period, plus (e) extraordinary losses for such period, including losses on
early extinguishment of debt, minus (f) extraordinary gains for such
period, plus (g) losses on foreign currency exchange for such period, minus
(h) gains on foreign currency exchange for such period, plus (i) non-cash
charges associated with stock based compensation expense, plus (j) non-cash
accrued straight-line rent expense recorded under SFAS 13. For purposes of
clauses (b) through (j) above, such amounts shall be deducted from, or
added to, net income, in each case only to the extent such amounts were
included in the calculation of net income.
"Excluded Subsidiary" means each of the Borrower, Global Signal
Acquisitions LLC, Global Signal Holdings I LLC, Global Signal Holdings II
LLC, Global Signal Holdings III LLC, Global Signal Services LLC, Towers
Xxxxx LLC, Towers Xxxxx II LLC, Pinnacle Towers and each of their
respective Subsidiaries.
"Excluded Subsidiaries" means, collectively, each Excluded Subsidiary.
"Global Acquisitions Credit Agreement" means the Acquisition Credit
Agreement dated as of April 25, 2005 by and among Global Signal
Acquisitions LLC, as borrower, the lenders from time to time party thereto,
and Xxxxxx Xxxxxxx Asset Funding Inc., as the administrative and collateral
agent, as amended, restated, supplemented or otherwise modified from time
to time.
"Global Signal Default" means any of the following:
(i) at any time, the Consolidated Indebtedness of Global Signal and
its consolidated Subsidiaries shall exceed $1,800,000,000, which amount
shall be inclusive of all Consolidated Indebtedness with respect to the
securitization of any Towers of Global Signal and/or its Subsidiaries;
(ii) at any time, the ratio of (1) Debt for Borrowed Money of Global
Signal and its Subsidiaries on a consolidated basis at such time to (2)
Consolidated EBITDA for the period of 12 consecutive calendar months ended
at or most recently prior to such time shall be greater than 7.65:1.00;
provided, that the calculation of Consolidated EBITDA shall be adjusted to
annualize the financial results of Towers owned, leased or managed for less
than one year as follows: (A) the Consolidated EBITDA attributed to any
Tower owned, leased or managed for less than one year but greater than or
equal to one month shall be the Consolidated EBITDA attributed to such
Tower for the period commencing on the date of the Acquisition of such
Tower through the last day of the most recently completed month times, a
fraction, the numerator of which is 12 and the denominator of which is the
number of calendar months completed since the date of such Acquisition, and
(B) the Consolidated EBITDA for Towers owned for less than one month shall
be the estimated annual Consolidated EBITDA for such Towers based upon the
budgeted annualized results of such Towers determined in a manner
reasonably acceptable to Bank of America, N.A. and Xxxxxx Xxxxxxx Asset
Funding Inc., as co-Administrative Agents, and adjusted to reflect the
financial results of such Towers on a consolidated basis (as opposed to a
stand-alone per Tower basis); and
(iii) Global Signal or any of its Subsidiaries shall fail to timely
file all tax returns that are required to be filed by it or timely pay all
Taxes due, except for any such Taxes as are being
-2-
appropriately contested in good faith by appropriate proceedings diligently
conducted and with respect to which adequate reserves have been provided;
provided, however, that capitalized terms used in this definition (except
for Consolidated EBITDA and Consolidated Indebtedness) shall have the
meaning given to them in the GSOP Credit Agreement.
"GSOP Credit Agreement" means the GSOP Credit Agreement as defined in
the Bridge Loan Agreement as in effect as of the date hereof, without
giving effect to any amendment, waiver or other modifications unless
approved in writing by the Administrative Agents or the Required Lenders.
"Guarantee Obligations" has the meaning given that term in the GSOP
Credit Agreement.
"Indebtedness" has the meaning given that term in the GSOP Credit
Agreement.
"Intercompany Note" means an intercompany note in favor of a Guarantor
in the amount equal to any loans made by a Guarantor to any directly owned
Subsidiary pursuant to Section 11(d), in each case in form and substance
reasonably satisfactory to the Administrative Agents.
"Leased Property" means all real property that is leased or occupied
pursuant to an easement by a Guarantor and its respective Subsidiaries, in
each case, together with all fixtures and appurtenances thereon.
"Other Credit Facilities" means the Loan Documents as defined in the
GSOP Credit Agreement, the Loan Documents as defined in the Global
Acquisitions Credit Agreement, the Loan Documents as defined in the
Pinnacle Towers Securitization Agreement and the Loan Documents as defined
in the Pinnacle Inc Securitization Agreement.
"Pinnacle Inc." means Pinnacle Towers, Inc., a Delaware corporation.
"Pinnacle Inc Securitization Agreement" means the Amended and Restated
Loan and Security Agreement dated as of February 5, 2004 by and among
Pinnacle Towers, Inc., the other borrower parties and Towers Xxxxx LLC, as
lender, as the same may be amended, supplemented, restated or otherwise
modified from time to time.
"Pinnacle Towers" means Pinnacle Towers Acquisition Holdings LLC, a
Delaware limited liability company.
"Pinnacle Towers Securitization Agreement" means the Amended and
Restated Loan and Security Agreement dated as of December 7, 2004 by and
among Pinnacle Towers, the other borrower parties and Towers Xxxxx II LLC,
as lender, as the same may be amended, supplemented, restated or otherwise
modified from time to time.
"Tower" means (i) any wireless communication towers owned, leased or
managed (or to be owned, leased or managed) by a Guarantor or its
Subsidiaries, including any rooftop or other sites owned, leased or managed
by a Guarantor or its Subsidiaries, together with any real estate, fixtures
and appurtenances that accompany the towers, rooftops or other sites, and
(ii) any
-3-
fee simple interest or long-term easement in or on any real property on
which wireless communications are built.
"Tower Properties" mean any fee interest, leasehold interest or
easement interest in any real property that supports a Tower.
(b) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Parent Guarantee shall refer to this Parent Guarantee
as a whole and not to any particular provision of this Parent Guarantee, and
section and paragraph references are to this Parent Guarantee unless otherwise
specified.
(c) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.
2. Guarantee.
(a) Each Guarantor hereby jointly and severally, unconditionally and
irrevocably, guarantees (as a guarantee of payment and not merely as a guarantee
of collection) to the Collateral Agent (on behalf of and for the benefit of the
Agents and the Lenders) and its successors, indorsees, transferees and assigns,
the Guaranteed Obligations (as defined in Section 12).
(b) Anything herein or in any other Loan Document to the contrary
notwithstanding, the maximum liability of each Guarantor hereunder and under the
other Loan Documents shall in no event exceed the amount which can be guaranteed
by such Guarantor under applicable federal and state laws relating to the
insolvency of debtors.
(c) Subject to Section 12, each Guarantor further agrees to pay any
and all reasonable expenses (including, without limitation, all fees and
disbursements of counsel) which may be paid or incurred by the Collateral Agent
in enforcing, or obtaining advice of counsel in respect of, any rights with
respect to, or collecting, any or all of the Guaranteed Obligations and/or
enforcing any rights with respect to, or collecting against, such Guarantor
under this Parent Guarantee. This Parent Guarantee shall remain in full force
and effect until the Guaranteed Obligations are paid in full, notwithstanding
that from time to time prior thereto the Borrower may be free from the
Obligations.
(d) Subject to Section 12, each Guarantor agrees that the Guaranteed
Obligations may at any time and from time to time exceed the amount of the
liability of such Guarantor hereunder without impairing this Parent Guarantee or
affecting the rights and remedies of the Collateral Agent hereunder.
(e) No payment or payments made by the Borrower, any Guarantor, any
other Loan Party or any other guarantor or any other Person or received or
collected by the Collateral Agent from the Borrower, any Guarantor, any other
Loan Party or any other guarantor or any other Person by virtue of any action or
proceeding or any set-off or appropriation or application at any time or from
time to time in reduction of or in payment of the Guaranteed Obligations shall
be deemed to modify, reduce, release or otherwise affect the liability of any
Guarantor hereunder, which shall, notwithstanding any such payment or payments
other than payments received or collected from such Guarantor in respect of the
Guaranteed Obligations, remain liable (subject to Section 12) for the Guaranteed
Obligations up to the maximum liability of such Guarantor hereunder until the
Guaranteed Obligations are paid in full.
3. Right of Set-off. Upon the occurrence and during the continuance of
any Event of Default to the extent that any Guaranteed Obligations are
outstanding, each Guarantor hereby
-4-
irrevocably authorizes the Collateral Agent at any time and from time to time
without notice to such Guarantor, any such notice being expressly waived by such
Guarantor, to set-off and appropriate and apply any and all deposits (general or
special, time or demand, provisional or final), in any currency, and any other
credits, indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by the Collateral Agent to or for the credit or the account of such
Guarantor, or any part thereof in such amounts as the Collateral Agent may
elect, against and on account of the obligations and liabilities of such
Guarantor to the Collateral Agent hereunder and claims of every nature and
description of the Collateral Agent against such Guarantor, in any currency,
arising hereunder, under the Bridge Loan Agreement, the Notes or any other Loan
Document, as the Collateral Agent may elect, whether or not the Collateral Agent
has made any demand for payment and although such obligations, liabilities and
claims may be contingent or unmatured. The Collateral Agent shall notify the
Guarantors promptly of any such set-off and the application made by the
Collateral Agent, provided that the failure to give such notice shall not affect
the validity of such set-off and application. The rights of the Collateral Agent
under this Section are in addition to other rights and remedies (including,
without limitation, other rights of set-off) which the Collateral Agent may
have.
4. No Subrogation. Notwithstanding any payment or payments made by the
Guarantors hereunder, no Guarantor shall be entitled to be subrogated to any of
the rights of the Collateral Agent or any Lender against the Borrower or other
guarantor or any collateral security or guarantee or right of offset held by the
Collateral Agent or any Lender for the payment of the Guaranteed Obligations,
nor shall any Guarantor seek or be entitled to seek any contribution or
reimbursement from the Borrower or any other Loan Party or any guarantor in
respect of payments made by such Guarantor hereunder, in each case until all
amounts owing to the Lenders and the Agents by the Borrower on account of the
Guaranteed Obligations are paid in full. If any amount shall be paid to any
Guarantor on account of such subrogation rights at any time when all of the
Guaranteed Obligations shall not have been paid in full, such amount shall be
held by such Guarantor in trust for the Collateral Agent (on behalf of the
Agents and the Lenders), segregated from other funds of such Guarantor, and
shall, forthwith upon receipt by such Guarantor, be turned over to the
Collateral Agent in the exact form received by such Guarantor (duly indorsed by
such Guarantor to the Collateral Agent, if required), to be applied against the
Guaranteed Obligations, whether matured or unmatured, in such order as the
Collateral Agent may determine.
5. Amendments, Etc. with Respect to the Guaranteed Obligations; Waiver
of Rights. Each Guarantor shall remain obligated hereunder notwithstanding that,
without any reservation of rights against such Guarantor and without notice to
or further assent by such Guarantor, any demand for payment of any of the
Guaranteed Obligations made by the Collateral Agent, any Administrative Agent or
any Lender may be rescinded by the Collateral Agent, such Administrative Agents
or such Lender, as the case may be, and any of the Guaranteed Obligations
continued, and the Guaranteed Obligations, or the liability of any other party
upon or for any part thereof, or any collateral security or guarantee therefor
or right of offset with respect thereto, may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Collateral Agent, and the Bridge Loan Agreement,
the Notes and the other Loan Documents and any other documents executed and
delivered in connection therewith may be amended, modified, supplemented or
terminated, in whole or in part, as the Collateral Agent, any Administrative
Agent and/or the Lenders may deem advisable from time to time, and any
collateral security, guarantee or right of offset at any time held by the
Collateral Agent, any Administrative Agent or any Lender for the payment of the
Guaranteed Obligations may be sold, exchanged, waived, surrendered or released.
The Collateral Agent shall not have any obligation to protect, secure, perfect
or insure any Lien at any time held by it as security for the Guaranteed
Obligations or for this Parent Guarantee or any property subject thereto. When
making any demand hereunder against any Guarantor, the Collateral Agent may, but
shall be under no obligation to, make a similar demand on the Borrower or any
other Loan Party or guarantor, and any failure by the Collateral Agent to make
any such demand or to collect any payments from the Borrower or any such
-5-
other Loan Party or guarantor or any release of the Borrower or such other Loan
Party or guarantor shall not relieve such Guarantor of its obligations or
liabilities hereunder, and shall not impair or affect the rights and remedies,
express or implied, or as a matter of law, of the Collateral Agent against such
Guarantor. For the purposes hereof, "demand" shall include the commencement and
continuance of any legal proceedings.
6. Guarantee Absolute and Unconditional. Each Guarantor waives any and
all notice of the creation, renewal, extension or accrual of any of the
Guaranteed Obligations and notice of or proof of reliance by the Collateral
Agent, any Administrative Agent or any Lender upon this Parent Guarantee or
acceptance of this Parent Guarantee or the Guaranteed Obligations, and any of
them shall conclusively be deemed to have been created, contracted or incurred,
or renewed, extended, amended or waived, in reliance upon this Parent Guarantee;
and all dealings between the Borrower, any Guarantor and/or any other Loan
Party, on the one hand, and the Collateral Agent, any Administrative Agent
and/or any Lender, on the other hand, likewise shall be conclusively presumed to
have been had or consummated in reliance upon this Parent Guarantee. Each
Guarantor waives diligence, presentment, protest, demand for payment and notice
of default or nonpayment to or upon the Borrower, any Guarantor or any other
Loan Party with respect to the Guaranteed Obligations. Each Guarantor
understands and agrees that this Parent Guarantee shall be construed as a
continuing, absolute and unconditional guarantee of payment, without regard to
(a) the validity, regularity or enforceability of the Bridge Loan Agreement, the
Notes or any other Loan Document, any of the Guaranteed Obligations or any other
collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by the Collateral Agent, any
Administrative Agent or any Lender, (b) any defense, set-off or counterclaim
(other than a defense of payment or performance) which may at any time be
available to or be asserted by the Borrower or any other Loan Party against the
Collateral Agent, any Administrative Agent or any Lender or (c) any other
circumstance whatsoever (with or without notice to or knowledge of the Borrower,
any Guarantor or any other Loan Party) which constitutes, or might be construed
to constitute, an equitable or legal discharge of the Borrower or any other Loan
Party for the Guaranteed Obligations, or of any Guarantor under this Parent
Guarantee, in bankruptcy or in any other instance. When pursuing its rights and
remedies hereunder against any Guarantor, the Collateral Agent may, but shall be
under no obligation to, pursue such rights and remedies as it may have against
the Borrower, any other Loan Party or any other Person or against any collateral
security or guarantee for the Guaranteed Obligations or any right of offset with
respect thereto, and any failure by the Collateral Agent (or any Administrative
Agent or any Lender) to pursue such other rights or remedies or to collect any
payments from the Borrower, any other Loan Party or any such other Person or to
realize upon any such collateral security or guarantee or to exercise any such
right of offset, or any release of the Borrower, any other Loan Party or any
such other Person or any such collateral security, guarantee or right of offset,
shall not relieve any Guarantor of any liability hereunder, and shall not impair
or affect the rights and remedies, whether express, implied or available as a
matter of law, of the Collateral Agent against any Guarantor. This Parent
Guarantee shall remain in full force and effect and be binding in accordance
with and to the extent of its terms upon each Guarantor and the successors and
assigns thereof, and shall inure to be benefit of the Collateral Agent and its
successors, indorsees, transferees and assigns, until all of the Guaranteed
Obligations shall have been satisfied by payment in full, notwithstanding that
from time to time during the term of the Bridge Loan Agreement the Borrower and
the other Loan Parties may be free from any of the Guaranteed Obligations.
7. Reinstatement. This Parent Guarantee shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, if any of the Guaranteed Obligations are rescinded or must
otherwise be restored or returned by the Collateral Agent, any Administrative
Agent or the Lenders upon the insolvency, bankruptcy, dissolution, liquidation
or reorganization of the Borrower, any other Loan Party, any Guarantor or any
other guarantor of the Guaranteed Obligations, or upon or as a result of the
appointment of a receiver, intervenor or conservator
-6-
of, or trustee or similar officer for, the Borrower, any Loan Party or any
Guarantor or any substantial part of their respective property, or otherwise,
all as though such payments had not been made.
8. Not Affected by Bankruptcy. Notwithstanding any modification,
discharge or extension of the Guaranteed Obligations or any amendment,
modification, stay or cure of the Collateral Agent's, any Administrative Agent'
or any Lender's rights which may occur in any bankruptcy or reorganization case
or proceeding against the Borrower, any other Loan Party or any Guarantor or any
other guarantor, whether permanent or temporary, and whether or not assented to
by the Collateral Agent, the Administrative Agents or the Lenders, each
Guarantor hereby agrees that it shall be obligated hereunder to pay and perform
all of its obligations under this Parent Guarantee in accordance with its terms
(without regard to any such modification, discharge or extension of the
Guaranteed Obligations of the Borrower or any other Loan Party or such other
guarantor thereunder). Without in any way limiting the generality of the
foregoing, any subsequent modification of the Guaranteed Obligations in any
reorganization case concerning the Borrower or any other Loan Party (other than
such Guarantor) shall not affect the obligation of such Guarantor to pay and
perform the Guaranteed Obligations in accordance with the original terms
thereof.
9. Payments. Each Guarantor hereby agrees that payments hereunder will
be paid to the Collateral Agent without set-off or counterclaim in U.S. Dollars
at the office of the Collateral Agent specified in Section 14.2 of the Bridge
Loan Agreement.
10. Representations and Warranties. Each Guarantor hereby makes each
of the representations and warranties set forth in Section 4.1(a) of the Bridge
Loan Agreement and Sections 4.9, 4.10, 4.11 (other than with respect to the
Other Credit Facilities), 4.12, 4.13, 4.17, 4.21, and 4.28 of the Securitization
Loan Agreement Form with respect to itself and its Subsidiaries (other than the
Borrower and its Subsidiaries), mutatis mutandis. Global Signal further makes
the representations and warranties set forth in Section 4.3 of the
Securitization Loan Agreement Form, mutatis mutandis. In addition, each
Guarantor hereby represents and warrants that:
(a) each of it and its consolidated Subsidiaries (i) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (ii) has the requisite corporate, company or
partnership power and authority, and the legal right, to own and operate its
property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (iii) is duly qualified as a foreign
corporation, limited liability company, or partnership, as applicable, and is in
good standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, and (iv) is in compliance with all Requirements of Law, except,
in each case referred to in clauses (ii), (iii) and (iv), to the extent that the
failure to comply with any of the foregoing is not, in the aggregate, reasonably
expected to have a Material Adverse Effect;
(b) it has the corporate, limited liability company or partnership
power and authority, as the case may be, and the legal right, to make, deliver
and perform this Parent Guarantee and has taken all necessary corporate, limited
liability company or partnership action, as the case may be, to authorize the
execution, delivery and performance of this Parent Guarantee. No consent or
authorization of, filing with, notice to or other act by or in respect of, any
Governmental Authority or any other Person is required in connection with the
execution, delivery, performance, validity or enforceability of this Parent
Guarantee. This Parent Guarantee has been duly executed and delivered on behalf
of such Guarantor. This Parent Guarantee constitutes a legal, valid and binding
obligation of such Guarantor enforceable against such Guarantor in accordance
with its terms, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing;
-7-
(c) the execution, delivery and performance of this Parent Guarantee
will not violate any Requirements of Law or Contractual Obligation of such
Guarantor or of any of its Subsidiaries and will not result in, or require, the
creation or imposition of any Lien on any of its or their respective properties
or revenues pursuant to any such Requirements of Law or Contractual Obligation
(other than Liens created by the Security Documents in favor of the Collateral
Agent for the benefit of the Agents and the Lenders);
(d) no consent or authorization of, filing with, notice to, or other
act by or in respect of, any Governmental Authority or any other Person
(including, without limitation, any stockholder or creditor of such Guarantor)
is required in connection with the execution, delivery, performance, validity or
enforceability of this Parent Guarantee;
(e) Global Signal has not engaged in any material "prohibited
transactions" as defined in Section 857(b)(6)(B)(iii) and (C) of the Code.
Global Signal is for its current "tax year" (as defined in the Code) and for all
prior tax years subsequent to its election to be a real estate investment trust
has been entitled to a dividends paid deduction under the requirements of
Section 857 of the Code with respect to any dividends paid by it with respect to
each such year for which it claims a deduction in its Form 1120-REIT filed with
the United States Internal Revenue Service for such year;
(f) neither Global Signal, nor any other Guarantor nor any of their
respective Subsidiaries is engaged in any unfair labor practice which is
reasonably expected to have a Material Adverse Effect. There is (a) no unfair
labor practice complaint pending or, to the best knowledge of the Guarantor,
threatened against Global Signal, any other Guarantor or any of their respective
Subsidiaries before the National Labor Relations Board which is reasonably
expected to have a Material Adverse Effect and no grievance or arbitration
proceeding arising out of or under a collective bargaining agreement is so
pending or threatened; (b) no strike, labor dispute, slowdown or stoppage
pending or, to the best the knowledge of each Guarantor, threatened against
Global Signal, any other Guarantor or any of their respective Subsidiaries; and
(c) no union representation question existing with respect to employees of
Global Signal, any other Guarantor or any of their respective Subsidiaries and
no union organizing activities are taking place with respect to any thereof; and
(g) Global Signal, each other Guarantor and each of their respective
Subsidiaries have, with respect to their respective properties and businesses,
insurance maintained with financially sound and reputable insurance companies in
at least such amounts and against at least such risks as are usually insured
against in the same general area by companies engaged in the same or a similar
business.
Each Guarantor agrees that the foregoing representations and warranties shall be
deemed to have been made by it on the date of the borrowing by the Borrower
under the Bridge Loan Agreement on and as of such date of borrowing as though
made hereunder on and as of such date (except to the extent that such
representations and warranties relate to an earlier date, in which case such
representations and warranties shall have been true as of such date).
11. Covenants. Each Guarantor hereby covenants and agrees with the
Collateral Agent that, from and after the date of this Parent Guarantee until
the Guaranteed Obligations are paid in full:
(a) Financial Information.
(i) Global Signal shall, as soon as practical, but in any event within
95 days after the end of each fiscal year (or with respect to the 2004
fiscal year, on or before the Closing Date) of Global Signal commencing
with the year ending on December 31, 2004, deliver to the Agents
-8-
and the Lenders a copy of the consolidated balance sheet of Global Signal
and its consolidated Subsidiaries as of the end of such year and the
related consolidated statements of income and retained earnings and of cash
flows for such year, setting forth in each case in comparative form the
figures for the previous year, reported on without a "going concern" or
like qualification or exception, or qualification arising out of the scope
of the audit, by Ernst & Young LLP or other independent registered public
accountants of nationally recognized standing;
(ii) Global Signal shall, as soon as practical, but in any event not
later than 50 days after the end of each of the first three quarterly
periods of each fiscal year of Global Signal commencing with the quarterly
period ending on June 30, 2005, deliver to the Agents and the Lenders the
unaudited consolidated balance sheet of Global Signal and its consolidated
Subsidiaries as at the end of such quarter and the related unaudited
consolidated statements of income and retained earnings and of cash flows
of Global Signal and its consolidated Subsidiaries for such quarter and the
portion of the fiscal year through the end of such quarter, setting forth
in each case in comparative form the equivalent figures for the previous
year, certified by a Responsible Officer as being fairly stated in all
material respects (subject to normal year end audit adjustments);
(iii) Global Signal shall, concurrently with the delivery of the
financial statements referred to in clauses (i) and (ii) of this Section,
deliver to the Agents and the Lenders a certificate of a Responsible
Officer of Global Signal stating that, to the best of such Responsible
Officer's knowledge, each of the Loan Parties during such period has
observed or performed all of its covenants and other agreements, and
satisfied every condition, contained in this Parent Guarantee and the other
Loan Documents to be observed, performed or satisfied by it, and that such
Responsible Officer has obtained no knowledge of any Default or Event of
Default except as specified in such certificate; and
(iv) Global Signal shall deliver to the Agents and the Lenders (to the
extent not available on Global Signal's website xxx.xxxxxxx.xxx) (A) within
five days after the same are sent, copies of all financial statements and
reports which Global Signal sends to its stockholders, (B) within five days
after the same are filed, copies of all financial statements and reports
which Global Signal may make to, or file with, the Securities and Exchange
Commission or any successor or analogous Governmental Authority, and (C)
such other additional financial information that the Agents or any Lender
may from time to time reasonably request;
all such financial statements shall fairly present the financial condition of
Global Signal and shall be prepared in reasonable detail and in accordance with
GAAP (except for, in the case of any unaudited financial statements, the absence
of footnotes and normal year-end adjustments) applied consistently throughout
the periods reflected therein and with prior periods (except as approved by such
accountants or officer, as the case may be, and disclosed therein). Neither
Global Signal nor any of its Subsidiaries shall fail to timely file all tax
returns that are required to be filed by it or timely pay all Taxes due, except
for any such Taxes as are being appropriately contested in good faith by
appropriate proceedings diligently conducted and with respect to which adequate
reserves have been provided.
At Global Signal's option, information delivered to the Agents and the
Lenders pursuant to this Section 11(a) may be delivered by posting to Internet
or intranet websites pursuant to procedures approved by the Collateral Agent.
Information posted to an Internet or intranet website shall be deemed received
upon the deemed receipt by the intended recipient at its email address of
notification that such information is available and identifying the website
address therefore. Unless the Collateral Agent otherwise prescribes, a
notification sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgment from the intended recipient (such as by
"return receipt requested" function,
-9-
as available, return e-mail or other written acknowledgement), provided that if
such notification is not sent during the normal business hours of the recipient,
such notification shall be deemed to have been sent at the opening of business
on the next business day for the recipient.
(b) Global Signal Default. Global Signal shall not, and shall not
permit any of its Subsidiaries to, cause, or permit to exist, a Global Signal
Default.
(c) Maintenance of Property; Insurance. Each Guarantor and its
Subsidiaries (other than Excluded Subsidiaries) shall (i) keep all of their
respective property that is material to the condition of their respective
businesses in good working order and condition, ordinary wear and tear excepted,
(ii) maintain with financially sound and reputable insurance companies insurance
on all of their respective property in at least such amounts and against at
least such risks (but including in any event public liability and business
interruption) as are usually insured against in the same general area by
companies engaged in the same or similar businesses, and (iii) furnish to the
Collateral Agent, upon written request, information as to the insurance carried
in reasonable detail.
(d) Notices. Each Guarantor shall, upon any officer thereof obtaining
knowledge of any of the following, promptly give the Collateral Agent notice of:
(i) the occurrence of any Global Signal Default, Default or Event of
Default;
(ii) any (A) default or event of default under any Contractual
Obligation of such Guarantor or any of their respective Subsidiaries, to
the extent known by such Guarantor or (B) litigation, investigation or
proceeding which may exist at any time between such Guarantor or any of
their respective Subsidiaries and any Governmental Authority, which in
either case, if not cured or if adversely determined, as the case may be,
is reasonably expected to have a Material Adverse Effect;
(iii) any litigation or proceeding affecting such Guarantor or any of
its Subsidiaries in which the amount involved is $5,000,000 or more and not
covered by insurance or in which injunctive or similar relief is sought
that, if enforced, would be of similar impact;
(iv) the following events, as soon as possible and in any event within
30 days after such Guarantor knows or has reason to know thereof: (A) the
occurrence or expected occurrence of any Reportable Event with respect to
any Plan, a failure to make any required contribution to a Plan, the
creation of any Lien in favor of the PBGC or a Plan or any withdrawal from,
or the termination, Reorganization or Insolvency of, any Multiemployer Plan
or (B) the institution of proceedings or the taking of any other action by
the PBGC or such Guarantor or any Commonly Controlled Entity or any
Multiemployer Plan with respect to the withdrawal from, or the terminating,
Reorganization or Insolvency of, any Plan; and
(v) any development or event which has had or is reasonably expected
to have a Material Adverse Effect.
Each notice pursuant to this Section shall be accompanied by a
statement of a Responsible Officer of such Guarantor providing such notice
setting forth details of the occurrence referred to therein and stating what
action is proposed to be taken with respect thereto
(e) Environmental Matters. Each Guarantor and its Subsidiaries shall
comply with all applicable Environmental Laws and obtain and comply in all
material respects with and maintain any and all licenses, approvals,
notifications, registrations or permits required by applicable Environmental
-10-
Laws except to the extent that failure to do any of the foregoing could not be
reasonably expected to have a Material Adverse Effect.
(f) [reserved]
(g) Fundamental Changes of Global Signal. Global Signal shall not
convey, sell, lease, assign, transfer or otherwise dispose of, all or
substantially all of its property, business or assets.
(h) Fundamental Changes of GSOP. Neither GSOP nor any of its
Subsidiaries shall enter into any merger, consolidation or amalgamation, or
liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of,
all or substantially all of its property, business or assets, or enter into any
business, either directly or through any Subsidiary (except for those businesses
in which GSOP or any of its Subsidiaries are engaged, or proposed to be engaged,
on the date hereof or which are directly related hereto), except:
(i) any such Subsidiary may be merged or consolidated with or into
GSOP (provided that the GSOP shall be the continuing or surviving entity)
or with or into any one or more wholly owned Subsidiaries of GSOP (provided
that such wholly owned Subsidiary or Subsidiaries shall be the continuing
or surviving entity);
(ii) any such Subsidiary may sell, lease, transfer or otherwise
dispose of any or all of its assets (upon voluntary liquidation or
otherwise) to GSOP or any other wholly owned Subsidiary of GSOP;
(iii) the merger of GSOP or any such Subsidiary of GSOP with or into
Global Signal or a Subsidiary of Global Signal so long as each Lender
determines (in its sole discretion) that such merger is not adverse to its
interests and provides written notice of the same to GSOP;
(iv) the merger of any such Subsidiary with or into another Person
pursuant to an Acquisition, provided that concurrently therewith the
requirements of Section 6.11(b) of the GSOP Credit Agreement with respect
thereto are satisfied; and
(v) the dissolution of Concorde Swindon Limited.
(i) Limitation on Negative Pledges. GSOP shall not, and shall not
permit any of its Subsidiaries (other than Excluded Subsidiaries) to, enter into
with any Person any agreement, other than the Loan Documents, which prohibits or
limits the ability of GSOP or any of its Subsidiaries (other than Excluded
Subsidiaries) to create, incur, assume or suffer to exist any Lien on any of its
property, assets or revenues, whether now owned or hereafter acquired, except as
required under the Pinnacle Inc Securitization Agreement.
(j) Limitation on Guarantee Obligations. GSOP shall not, or shall not
permit any of its Subsidiaries to, create, incur, assume or suffer to exist any
Guarantee Obligation, other than (i) this Parent Guarantee, (ii) Guarantee
Obligations to third parties in respect of liabilities (other than Indebtedness)
of Subsidiaries of GSOP incurred in the ordinary course of business, (iii)
Guarantee Obligations of any Excluded Subsidiaries, (iv) any Subsidiary
Guarantee under the Bridge Loan Agreement, and (iv) any Guarantee Obligations in
respect of the Global Acquisitions Credit Agreement.
(k) Limitation on Indebtedness. GSOP shall not, nor shall GSOP permit
any of its Subsidiaries (other than Excluded Subsidiaries) to, create, incur,
assume or suffer to exist any Indebtedness, except:
-11-
(i) Indebtedness of GSOP under this Parent Guarantee;
(ii) Indebtedness of GSOP under the GSOP Credit Agreement;
(iii) Indebtedness of GSOP or any of its Subsidiaries to GSOP or any
of its Subsidiaries, provided that such Indebtedness of any directly owned
Subsidiary to GSOP is evidenced by an Intercompany Note and pledged to the
Collateral Agent and subordinated to the Obligations on terms and
conditions reasonably satisfactory to the Required Lenders;
(iv) [reserved];
(v) [reserved];
(vi) any Guarantee Obligation permitted under Section 11(j);
(vii) earnouts payable to the seller party in connection with any
Acquisition; and
(viii) any Indebtedness of Pinnacle Towers Limited and its
Subsidiaries permitted under the Parent Guarantee (as defined in the GSOP
Credit Agreement).
(l) Liens. GSOP shall not, or shall not permit any of its Subsidiaries
(other than Excluded Subsidiaries) to, create, incur, assume or suffer to exist
any Lien upon any of its respective property, assets or revenues, whether now
owned or hereafter acquired, except for:
(i) Liens for taxes, assessments, governmental charges, levies or
claims not yet due and payable or which are being contested in good faith
by appropriate proceedings (excluding Liens arising under any Environmental
Laws, Liens in favor of the Internal Revenue Service of the United States,
the PBGC or any Plan), provided that adequate reserves with respect thereto
are maintained on the books of GSOP or its Subsidiaries, as the case may
be, in conformity with GAAP;
(ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's
or other like Liens arising in the ordinary course of business which are
not overdue for a period of more than 60 days or which are being contested
in good faith by appropriate proceedings;
(iii) pledges or deposits in connection with workers' compensation,
unemployment insurance and other social security legislation and deposits
securing liability to insurance carriers under insurance or self insurance
arrangements;
(iv) easements, rights-of-way, licenses, restrictions, encroachments
and other similar encumbrances incurred in the ordinary course of the
business of GSOP or any of its Subsidiaries or, with respect to any Tower,
existing on the date of the Acquisition of such Tower, which, in the
aggregate, do not materially (1) interfere with the ordinary conduct of the
business of GSOP and any of its Subsidiaries, taken as a whole, or (2)
impair the use or operations of the Tower Properties, taken as a whole;
(v) Liens created by lease agreements, statute or common law to secure
the payments of rental amounts and other sums not yet due thereunder;
(vi) Liens on Leased Property created by an owner or lessor thereof;
-12-
(vii) Licenses, sublicenses, leases or subleases granted by GSOP or
any of its Subsidiaries in the ordinary course of each of their respective
businesses and not expressly prohibited by any provision of this Parent
Guarantee or any other Loan Document and not materially interfering with
the conduct of the business of GSOP or any of its Subsidiaries;
(viii) Liens created pursuant to the Security Documents;
(ix) Liens in the ordinary course of business on (i) cash to secure
performance of statutory obligations, surety or appeal bonds, performance
bonds, bids or tenders or (ii) escrow deposits in connection with
Acquisitions by GSOP and/or any of its Subsidiaries permitted under the
GSOP Credit Agreement which secure an amount not to exceed at any time
$12,000,000 in the aggregate;
(x) Liens on Indebtedness of Pinnacle Towers Limited and its
Subsidiaries permitted pursuant to Section 11(k)(viii);
(xi) Liens securing the payment of judgments which do not result in an
Event of Default and which are being appealed and contested in good faith,
have been adequately bonded pending such appeal and with respect to which
enforcement has been stayed; and
(xii) Liens securing the payment of the Global Acquisitions Credit
Agreement.
(m) Limitation on Distributions.
(i) GSOP shall not, or shall not permit any of its Subsidiaries (other
than Excluded Subsidiaries) to, make any distribution on, or make any
payment on account of, or set apart assets for a sinking or other analogous
fund for, the purchase, redemption, defeasance, retirement or other
acquisition of, any shares of any class of Capital Stock of GSOP or any of
such Subsidiaries or any warrants or options to purchase any such Capital
Stock, whether now or hereafter outstanding, or make any other distribution
in respect thereof, either directly or indirectly, whether in cash or
property or in obligations of GSOP or a Subsidiary thereof, except, (A)
distributions in cash or other property to the extent required to satisfy
the REIT Distribution Requirement, and, (B) so long as no Event of Default
then exists or would result therefrom, (1) equity distributions as
consideration for the transactions contemplated by Section 11(g) and
Section 11(h), (2) in addition to and without duplication of dividends paid
under clause (A) of this Section, ordinary quarterly dividends to the
holders of the Capital Stock of GSOP or any of its Subsidiaries in an
amount reasonably comparable to ordinary quarterly dividends customarily
declared (including increases in such dividends consistent, in terms of the
percentage of such increase, with past practices) by the Board of Directors
of Global Signal, and (3) distributions of cash to the extent necessary to
pay the ordinary operating expenses of Global Signal, provided that the
aggregate amount of such distributions made pursuant to this subclause (3)
from the Closing Date shall not exceed $2,000,000; and
(ii) GSOP shall not enter into any derivative or other transaction
with any financial institution, commodities or stock exchange or
clearinghouse (a "Derivatives Counterparty") obligating GSOP or any
Subsidiary (other than Excluded Subsidiaries) thereof to make payments to
such Derivatives Counterparty as a result of any change in market value of
any such Capital Stock;
-13-
(all such declarations, payments, setting apart, purchases, redemptions,
defeasances, retirements, acquisitions and distributions, and all such
transactions with any Derivatives Counterparties, all as described in
subsections (i) and (ii) above, being herein called "Restricted Payments").
12. Limitation of Liability. Notwithstanding any other provisions of
this Parent Guarantee or any other Loan Document (a) the aggregate liability of
the Guarantors under this Parent Guarantee or any successor entity of such
Guarantors (other than in each case the Borrower or any of its Subsidiaries),
shall not exceed $50,000,000, and (b) no Guarantor shall be liable under this
Parent Guarantee except to the extent of actual losses resulting from an Event
of Default having occurred and continuing with respect to Section 5.1(c) or (d)
of the Bridge Loan Agreement or Section 4.5, 4.25, 4.26, 5.10, 5.16, 5.23, 5.24,
or 5.25 of the Securitization Loan Agreement Form, and solely to the extent
losses resulting from breaches of such provisions are not covered by Title
Policies (collectively, the "Guaranteed Obligations").
Nothing contained in this Section shall be construed to impair the
validity of the Obligations or affect or impair in any way the right of any
Agent or Lender to exercise their rights and remedies under the Bridge Loan
Agreement, the Notes and any other Loan Documents in accordance with their
respective terms.
13. Notices. All notices, requests and demands to or upon the
Collateral Agent or any Guarantor to be effective shall be in writing (or by
telex, fax or similar electronic transfer confirmed in writing) and shall be
deemed to have been duly given or made (1) when delivered by hand, (2) if given
by mail, three Business Days after being deposited in the mails by certified
mail, return receipt requested or (3) if by telex, fax or similar electronic
transfer, when sent and receipt has been confirmed, addressed as follows:
(a) if to the Collateral Agent, at its address or transmission number
for notices provided in Section 14.2 of the Bridge Loan Agreement; and
(b) if to a Guarantor, at its address or transmission number for
notices set forth under its signature below.
The Collateral Agent and any Guarantor may change its address and
transmission numbers for notices by notice in the manner provided in this
Section.
14. Severability. Any provision of this Parent Guarantee which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
15. Integration. This Parent Guarantee represents the agreement of the
Guarantors with respect to the subject matter hereof and there are no promises
or representations by the Collateral Agent relative to the subject matter hereof
not reflected herein.
16. Amendments in Writing; No Waiver; Cumulative Remedies.
(a) None of the terms or provisions of this Parent Guarantee may be
waived, amended, supplemented or otherwise modified except by a written
instrument executed by each Guarantor and the Collateral Agent; provided that
any provision of this Parent Guarantee may be waived by the Collateral Agent in
a written instrument executed by the Collateral Agent.
-14-
(b) The Collateral Agent shall not by any act (except by a written
instrument pursuant to Section 16(a) hereof), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default or in any breach of any of the
terms and conditions hereof. No failure to exercise, nor any delay in
exercising, on the part of the Collateral Agent, any right, power or privilege
hereunder shall operate as a waiver thereof. No single or partial exercise of
any right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. A
waiver by the Collateral Agent of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy which the
Collateral Agent would otherwise have on any future occasion.
The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.
17. Section Headings. The section headings used in this Parent
Guarantee are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.
18. Successors and Assigns. This Parent Guarantee shall be binding
upon the successors and assigns of the Guarantors and shall inure to the benefit
of the Collateral Agent, the Administrative Agents, the Lenders and their
respective successors and assigns.
19. GOVERNING LAW. THIS PARENT GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
20. Submission To Jurisdiction; Waivers. Each Guarantor hereby
irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or
proceeding relating to this Parent Guarantee, or for recognition and enforcement
of any judgment in respect thereof, to the non-exclusive general jurisdiction of
the courts of the State of New York, the courts of the United States of America
for the Southern District of New York, and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought in such
courts and waives any objection that it may now or hereafter have to the venue
of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;
(c) agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to such Guarantor at
its address set forth under its signature below or at such other address of
which the Collateral Agent shall have been notified pursuant hereto;
(d) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the right
to xxx in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any legal action or proceeding referred to in
this Section any special, exemplary, punitive or consequential damages.
21. Acknowledgments. Each Guarantor hereby acknowledges that:
-15-
(a) it has been advised by counsel in the negotiation, execution and
delivery of this Parent Guarantee;
(b) neither the Collateral Agent, any Administrative Agent, nor any
Lender have any fiduciary relationship with or duty to such Guarantor arising
out of or in connection with this Parent Guarantee or the other Loan Documents,
and the relationship between the Guarantors, the Borrower and the other Loan
Parties, on one hand, and the Collateral Agent, the Administrative Agents and
the Lenders, on the other hand, in connection herewith or therewith is solely
that of debtor and creditor; and
(c) no joint venture is created hereby or by any other Loan Documents
or otherwise exists by virtue of the transactions contemplated hereby among the
Guarantors, the Borrower, any of the other Loan Parties, the Collateral Agent,
the Administrative Agents or the Lenders.
22. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS PARENT GUARANTEE OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN.
-16-
IN WITNESS WHEREOF, each of the undersigned has caused this Parent
Guarantee to be duly executed and delivered by its duly authorized officer as of
the day and year first above written.
[SIGNATURE PAGES FOLLOW]
GLOBAL SIGNAL INC.,
as Guarantor
By: /s/ Xxxxxxxx X. XxXxxxxx
--------------------------------------
Name: Xxxxxxxx X. XxXxxxxx
Title: Executive Vice President
Address for Notices:
000 Xxxxx Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
with a copy to: General Counsel
Phone: (000) 000-0000
Fax: (000) 000-0000
GLOBAL SIGNAL OPERATING
PARTNERSHIP, L.P.,
as Guarantor
by: Global Signal GP LLC,
its General Partner
By: /s/ Xxxxxxxx X. XxXxxxxx
--------------------------------------
Name: Xxxxxxxx X. XxXxxxxx
Title: Executive Vice President
Address for Notices:
000 Xxxxx Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
with a copy to: General Counsel
Phone: (000) 000-0000
Fax: (000) 000-0000
LIMITED RECOURSE PARENT GUARANTEE
XXXXXX XXXXXXX ASSET FUNDING INC.,
as Collateral Agent
By: /s/ Xxxxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
Address for Notices:
1221 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxxx
Fax: (000) 000-0000
LIMITED RECOURSE PARENT GUARANTEE
