EXHIBIT 99(e)
AMENDED AND RESTATED
PARENT COMPANY GUARANTEE
Dear Sirs:
For and in consideration of and as an inducement to Fluor Xxxxxx, Inc.
("Fluor Xxxxxx") entering into an Amended and Restated Agreement for
Engineering, Procurement and Construction executed on July 21, 1998 but
effective for all purposes as of June 26, 1998 (the "Agreement") with Republic
Paperboard Company ("Company"), Republic Group Incorporated, as the ultimate
parent company guarantor ("Guarantor") of Company, guarantees unconditionally
and irrevocably that Company shall ensure the due and punctual payment of all
obligations contained in, and in accordance with, the Agreement.
1. Guarantor hereby irrevocably and unconditionally guaranties, as
primary obligor and not merely as surety, the due and punctual payment in full
of all Guarantied Obligations when the same shall become due, whether at stated
maturity, by required prepayment, declaration, acceleration, demand or otherwise
(including amounts that would become due but for the operation of the automatic
stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. section 362(a)). The
term "Guarantied Obligations" is used herein in its most comprehensive sense and
includes:
(a) All sums which may become payable to Fluor Xxxxxx pursuant to the
Agreement.
(b) Any and all obligations of Company, in each case now or hereafter
made, incurred or created, whether absolute or contingent, liquidated or
unliquidated, whether due or not due, and however arising under or in
connection with the Agreement including all variations, alterations or
extensions of the Agreement.
2. Notwithstanding any term hereof to the contrary, Guarantor's
obligations under this Guarantee, including, without limitation, the Guarantied
Obligations, shall be subject to all defenses, counterclaims, offsets and other
rights available to the Company under the Agreement. Guarantor agrees that its
undertakings hereunder are not contingent upon Fluor Xxxxxx bringing any action
against Company and hereby expressly waives any claim that its undertakings
hereunder are so contingent.
3. The obligations of Guarantor will not be discharged for any reason
including but not limited to:
(a) any extension or renewal with respect to any obligation of Company
under the Agreement;
(b) any modification or termination of, or amendment or supplement to,
the Agreement;
(c) any exercise or non-exercise of any right, remedy or power with
respect to Company or any change in the structure of Company; or
(d) any insolvency, bankruptcy, reorganization, arrangement,
liquidation, dissolution or similar proceedings with respect to Company.
4. Guarantor's obligations under this Guarantee are continuing and shall
remain in full force and effect until performance in full of all obligations of
Company under the Agreement and payment in full of all sums payable by Company
under the Agreement and by Guarantor hereunder. This Guarantee shall continue to
be effective or be reinstated, as the case may be, if at any time performance or
payment of any Guaranteed Obligations is rescinded or must otherwise be returned
by Fluor Xxxxxx upon the bankruptcy, insolvency or reorganization of Company or
otherwise, all as though such performance or payment had not occurred.
5. Guarantor will not exercise any rights which it may acquire by way of
subrogation under this Guaranty until all Guaranteed Obligations have been
performed, paid or otherwise fully discharged.
6. This Guarantee shall be binding upon Guarantor, its successors and
assigns and shall inure to the benefit of, and be enforceable by, Fluor Xxxxxx
and its successors and assigns.
7. As soon as Guarantor obtains knowledge thereof, Guarantor shall give
Fluor Xxxxxx written notice of any condition or event which has resulted in a
material breach of or noncompliance with any term, condition or covenant
contained herein or in the Agreement, or any other document delivered pursuant
hereto or thereto. Guarantor will provide Fluor Xxxxxx with copies of (i) all
press releases and all filings made by it with the Securities and Exchange
Commission ("SEC") as soon as practicable after the release or filing thereof
and (ii) all notices given by it under the Guarantor's bank credit facility of
any default under such credit facility. Any information delivered to Fluor
Xxxxxx pursuant to this paragraph (other than press releases and SEC filings)
shall be subject to the existing confidentiality agreements referred to in
Section 15.2 of the Agreement.
8. If any term or provision of this Guarantee is or shall become illegal,
invalid or unenforceable in any jurisdiction, all other terms and provisions of
this Guarantee shall remain legal, valid and enforceable in such jurisdiction
and such illegal, invalid or unenforceable provision shall be legal, valid and
enforceable in all other jurisdictions.
9. All notices pertaining to this Guarantee shall be in writing and, if
to Fluor Xxxxxx, shall be sufficient when sent registered or certified mail to
Fluor Xxxxxx at the following address:
Fluor Xxxxxx, Inc.
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Xxxx Xxxxxx
2
All notices to Guarantor shall be sufficient when sent registered or
certified mail to the following address:
Republic Group Incorporated
000 Xxxx 00xx Xxxxxx
Xxxxxxxxxx, Xxxxxx 00000-0000
Attention: Xxxx X. Xxxxx
10. This Guarantee shall be governed and construed in accordance with the
internal laws of Oklahoma.
11. This Guarantee amends, restates and supersedes the Parent Company
Guarantee by Guarantor to Fluor Xxxxxx, Inc. dated June 26, 1998.
This Guarantee has been signed by a duly authorized officer of the company
mentioned above on July 21, 1998 but effective for all purposes as of June 26,
1998, and all required corporate or other formalities have been complied with.
REPUBLIC GROUP INCORPORATED
By:_______________________________
Title:____________________________
3
