Exhibit 99.6
KEEPWELL AGREEMENT
KEEPWELL AGREEMENT dated as of , 2003, between GSB
Investments Corp., a corporation organized under the laws of the State of
Delaware ("GSB Investments"), and REV Holdings LLC, a limited liability company
organized under the laws of the State of Delaware ("REV Holdings").
WITNESSETH:
WHEREAS, REV Holdings intends to exchange up to $80,502,000
aggregate principal amount of its 13% Senior Secured Notes due 2007 (the "New
Notes") for a like principal amount of its issued and outstanding 12% Senior
Secured Notes due 2004; and
WHEREAS, GSB Investments has agreed to make funds available to
REV Holdings from time to time to ensure that REV Holdings has sufficient funds
to make interest payments on the New Notes;
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree an follows:
1. Definitions
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As used herein, the following terms shall have the meaning set
forth in this Section.
"Business Day" means any day other than a Saturday, Sunday or
other day on which banks in the State of New York are authorized or required to
be closed.
"Indenture" means the Indenture dated as of [ ], 2003, between
REV Holdings LLC and The Bank of New York, as Trustee, relating to the New
Notes.
"Interest Payment Date" means each date on which interest
payments are due on the New Notes in accordance with the terms of the Indenture.
"Record Date" means the [ ] or [ ] next preceding the Interest
Payment Date.
"Trustee" means the trustee under the Indenture until a
successor replaces it and, thereafter, means the successor.
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2. Provision of Funds
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(a) If at any time beginning on the Record Date with respect
to an Interest Payment Date through and including the Business Day immediately
preceding such Interest Payment Date, REV Holdings does not, or anticipates that
it will not, have sufficient funds on hand to pay the interest due on the New
Notes on such Interest Payment Date in full, REV Holdings may, at its option,
provide notice to GSB Investments, which notice shall specify that REV Holdings
will require GSB Investments to provide funds to it under this Agreement in an
amount equal to the amount of interest that will be due on such Interest Payment
Date or such lesser amount as is specified by REV Holdings in such notice (such
amount, the "Payment Amount"). Any notice that is required by the preceding
sentence shall be given in writing or may be given orally provided that written
notice is provided promptly thereafter.
(b) Upon receipt of any notice as provided in Section 2(a), on
or prior to the applicable Interest Payment Date, GSB Investments shall provide
REV Holdings with, or shall cause to be provided to REV Holdings, funds in an
amount equal to the Payment Amount.
3. Term
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This Agreement shall terminate at such time as there are no
New Notes outstanding and the Indenture is of no further effect.
4. Not a Guarantee
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This Agreement is not and nothing herein contained and nothing
done pursuant hereto by GSB Investments shall be deemed to constitute a
guarantee by GSB Investments of the payment of any obligation of REV Holdings
under the New Notes or any other obligation, indebtedness or liability of any
kind or character whatsoever of REV Holdings.
5. Successors; Beneficiaries
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The agreements herein set forth shall be mutually binding upon
and inure to the mutual benefit of REV Holdings and GSB Investments and their
respective successors. This Agreement is not for the benefit of the Trustee, any
holder of New Notes or any other third party.
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6. Governing Law
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This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
7. Counterparts
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This Agreement may be executed in several counterparts, each
of which shall be deemed an original hereof.
8. Notices
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Any notices hereunder may be provided by telephone, facsimile,
telegram or electronic transmission, provided that any notice which is not
provided in writing shall be promptly followed by written notice. Notice shall
be provided:
If to GSB Investments:
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Fax: (000) 000-0000
Confirm: (000) 000-0000
If to REV Holdings:
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Fax: (000) 000-0000
Confirm: (000) 000-0000
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IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and delivered as of the day and year first above written.
REV HOLDINGS LLC
By
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Name:
Title:
GSB INVESTMENTS CORP.
By
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Name:
Title:
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