HOLDINGS GUARANTY AGREEMENT
This Holdings Guaranty Agreement (the "Guaranty") dated as of February
24, 1998, by Eagle-Picher Holdings, Inc., a Delaware corporation (the
"Guarantor").
WITNESSETH:
WHEREAS, the Guarantor owns all of the issued and outstanding capital
stock of EAGLE-PICHER INDUSTRIES, INC., an Ohio corporation, as survivor and
successor by merger with E-P Acquisition, Inc. (as further defined in the Credit
agreement referred to below, the "Borrower"); and
WHEREAS, the Borrower and ABN AMRO Bank N.V. ("ABN AMRO"), individually
and as agent (ABN AMRO acting as such agent and any successor or successors to
ABN AMRO in such capacity being hereinafter referred to as the "Agent") have
entered into a Credit Agreement dated as of February 19, 1998 (such Credit
Agreement as the same may from time to time hereafter be modified, amended or
restated being hereinafter referred to as the "Credit Agreement") pursuant to
which ABN AMRO and such other banks, financial institutions and letter of credit
issuers from time to time parties thereto (ABN AMRO, in its individual capacity,
and such other banks and financial institutions being hereinafter referred to
collectively as the "Lenders" and individually as a "Lender" and such letter of
credit issuers being hereinafter referred to collectively as the "Letter of
Credit Issuers" and individually as a "Letter of Credit Issuer") have extended
various credit facilities to the Borrower; and
WHEREAS, the Borrower may from time to time enter into one or more
Interest Rate Protection Agreements with one or more of the Lenders party to the
Credit Agreement or affiliates thereof for the purpose of hedging or otherwise
protecting the Borrower against changes in interest rates (the liability of the
Borrower in respect of such agreements with such Lenders or affiliates being
hereinafter referred to as the "Hedging Liability") (the Agent, the Lenders, the
Letter of Credit Issuers and such affiliates party to Interest Rate Protection
Agreements being hereinafter referred to collectively as the "Guaranteed
Creditors" and individually as a "Guaranteed Creditor"); and
WHEREAS, as a condition to extending the credit facilities to the
Borrower under the Credit Agreement, the Guaranteed Creditors have required,
among other things, that the Guarantor execute and deliver this Guaranty; and
WHEREAS, the Guarantor will directly and substantially benefit from
credit and other financial accommodations extended and to be extended by the
Guaranteed Creditors to the Borrower; and
NOW, THEREFORE, FOR VALUE RECEIVED, and in consideration of advances
made or to be made, or credit accommodations given or to be given, to the
Borrower by the Guaranteed Creditors from time to time, the Guarantor hereby
makes the following
representations and warranties to the Guaranteed Creditors
and hereby covenants and agrees with the Guaranteed Creditors as follows:
Section 1. Definitions. All capitalized terms used herein without
definition shall have the same meanings herein as such terms have in the
Credit Agreement.
Section 2. Guaranty. (a) The Guarantor hereby guarantees to the
Guaranteed Creditors, the due and punctual payment when due of (i) any and all
indebtedness, obligations and liabilities of the Borrower to the Guaranteed
Creditors, and to any of them individually, under or in connection with or
evidenced by the Credit Agreement, the Notes of the Borrower heretofore or
hereafter issued under the Credit Agreement and the obligations of the Borrower
to reimburse the Guaranteed Creditors, or any of them individually, for the
amount of all drawings on all Letters of Credit issued pursuant to the Credit
Agreement, and all other obligations of the Borrower under any and all
applications for Letters of Credit, and any and all liability of the Borrower
arising under or in connection or otherwise evidenced by agreements with any one
or more of the Guaranteed Creditors with respect to any Hedging Liability, in
each case whether now existing or hereafter arising (and whether arising before
or after the filing of a petition in bankruptcy and including all interest
accrued after the petition date), due or to become due, direct or indirect,
absolute or contingent, and howsoever evidenced, held or acquired and (ii) any
and all expenses and charges, legal or otherwise, suffered or incurred by the
Guaranteed Creditors, and any of them, in collecting or enforcing any of such
indebtedness, obligations and liabilities or in realizing on or protecting or
preserving any security therefor. The indebtedness, obligations and liabilities
described in the immediately preceding clauses (i) and (ii) are hereinafter
referred to as the "indebtedness hereby guaranteed". In case of failure by the
Borrower punctually to pay any indebtedness hereby guaranteed, the Guarantor
hereby agrees to make such payment or to cause such payment to be made
punctually as and when the same shall become due and payable, whether at stated
maturity, by acceleration or otherwise, and as if such payment were made by the
Borrower. All payments hereunder by the Guarantor shall be made in immediately
available funds in Dollars without setoff, counterclaim or other defense or
withholding or deduction of any nature.
(b) The Guarantor further agrees to pay on demand all reasonable
expenses, legal and/or otherwise (including court costs and reasonable
attorneys' fees), paid or incurred by any Guaranteed Creditor in endeavoring to
collect the indebtedness hereby guaranteed, or any part thereof, or in enforcing
or endeavoring to enforce the Guarantor's obligations hereunder, or any part
thereof, or in protecting, defending or enforcing this Guaranty in any
litigation, bankruptcy or insolvency proceedings or otherwise.
(c) The Guarantor agrees that, upon demand, it will then pay to the
Agent for the benefit of the Guaranteed Creditors the full amount of the
indebtedness hereby guaranteed then due whether or not any one or more of the
other guarantors shall then or thereafter pay any amount whatsoever in respect
to their obligations under any other guaranty.
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(d) The Guarantor agrees that it will not exercise or enforce any right
of exoneration, contribution, reimbursement, recourse or subrogation available
to it against any person liable for payment of the indebtedness hereby
guaranteed, or as to any security therefor, unless and until the full amount
owing to the Guaranteed Creditors of the indebtedness hereby guaranteed has been
fully paid and satisfied and each of the commitments by the Guaranteed Creditors
to extend any indebtedness hereby guaranteed shall have expired or otherwise
terminated. The payment by the Guarantor of any amount or amounts to the
Guaranteed Creditors pursuant hereto shall not in any way entitle the Guarantor,
either at law, in equity or otherwise, to any right, title or interest (whether
by way of subrogation or otherwise) in and to the indebtedness hereby guaranteed
or any part thereof or any collateral security therefor or any other rights or
remedies in any way relating thereto or in and to any amounts theretofor, then
or thereafter paid or applicable to the payment thereof howsoever such payment
may be made and from whatsoever source such payment may be derived unless and
until all of the indebtedness hereby guaranteed and all costs and expenses
suffered or incurred by the Guaranteed Creditors in enforcing this Guaranty have
been paid and satisfied in full and each of the commitments by the Guaranteed
Creditors to extend any indebtedness hereby guaranteed shall have expired or
otherwise terminated and unless and until such payment in full and termination,
any payments made by the Guarantor hereunder and any other payments from
whatsoever source derived on account of or applicable to the indebtedness hereby
guaranteed or any part thereof shall be held and taken to be merely payments in
gross to the Guaranteed Creditors reducing pro tanto the indebtedness hereby
guaranteed.
(e) To the extent permitted by the Credit Agreement, each Guaranteed
Creditor may, without any notice whatsoever to the Guarantor, sell, assign, or
transfer all of the indebtedness hereby guaranteed, or any part thereof, and in
that event each and every immediate and successive assignee or transferee, of
all or any part of the indebtedness hereby guaranteed, shall have the right
through the Agent pursuant to Section 6(c) hereof to enforce this Guaranty, by
suit or otherwise, for the benefit of such assignee or transferee as fully as if
such assignee or transferee were herein by name specifically given such rights,
powers and benefits; but each Guaranteed Creditor through the Agent pursuant to
Section 6(c) hereof shall have an unimpaired right to enforce this Guaranty for
its own benefit, as to so much of the indebtedness hereby guaranteed that it has
not sold, assigned or transferred.
(f) This Guaranty is a continuing, absolute and unconditional Guaranty,
and shall remain in full force and effect until written notice of its
discontinuance executed by the Borrower and the Guarantor shall be actually
received by the Guaranteed Creditors, and also until any and all of the
indebtedness hereby guaranteed which was created or existing before receipt of
such notice shall be fully paid and satisfied and each of the commitments by the
Guaranteed Creditors to extend any indebtedness hereby guaranteed shall have
expired or otherwise terminated. The dissolution of the Guarantor shall not
terminate this Guaranty until notice of such dissolution shall have been
actually received by the Guaranteed Creditors, nor until all of the indebtedness
hereby guaranteed, created or existing or committed to be extended in each case
before receipt of such notice shall be fully paid and satisfied. The Guaranteed
Creditors may at any time or from time to time release any
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guarantor from its obligations under any other guaranty or effect any compromise
with any such guarantor and no such release or compromise shall in any manner
impair or otherwise affect the obligations hereunder of the Guarantor. No
release, compromise, or discharge of any guarantor under any other guaranty
shall release, compromise or discharge the obligations of the Guarantor
hereunder.
(g) In case of the dissolution, liquidation or insolvency (howsoever
evidenced) of, or the institution of bankruptcy or receivership proceedings
against the Guarantor, the Borrower or any of its Subsidiaries, all of the
indebtedness hereby guaranteed which is then existing shall immediately become
due or accrued and payable from the Guarantor. All payments received from the
Borrower or on account of the indebtedness hereby guaranteed from whatsoever
source, shall be taken and applied as payment in gross, and this Guaranty shall
apply to and secure any ultimate balance that shall remain owing to the
Guaranteed Creditors.
(h) The liability hereunder shall in no way be affected or impaired by
(and the Guaranteed Creditors are hereby expressly authorized to make from time
to time, without notice to the Guarantor), any sale, pledge, surrender,
compromise, settlement, release, renewal, extension, impairment, indulgence,
alteration, substitution, exchange, change in, modification or other disposition
of any of the indebtedness hereby guaranteed, either express or implied, or of
any Credit Document or any other contract or contracts evidencing any thereof,
or of any security or collateral therefor or any guaranty thereof. The liability
hereunder shall in no way be affected or impaired by any acceptance by the
Guaranteed Creditors of any security for or other guarantors upon any of the
indebtedness hereby guaranteed, or by any failure, neglect or omission on the
part of the Guaranteed Creditors to realize upon or protect any of the
indebtedness hereby guaranteed, or any collateral or security therefor
(including, without limitation, impairment of collateral and failure to perfect
security interest in any collateral), or to exercise any lien upon or right of
appropriation of any moneys, credits or property of the Borrower or any
guarantor, possessed by any of the Guaranteed Creditors, toward the liquidation
of the indebtedness hereby guaranteed, or by any application of payments or
credits thereon. The Guaranteed Creditors shall have the exclusive right to
determine how, when and what application of payments and credits, if any, shall
be made on said indebtedness hereby guaranteed, or any part of same. In order to
hold the Guarantor liable hereunder, there shall be no obligation on the part of
the Guaranteed Creditors, at any time, to resort for payment to the Borrower or
to any other guarantor, or to any other person, its property or estate, or
resort to any collateral, security, property, liens or other rights or remedies
whatsoever, and the Guaranteed Creditors shall have the right to enforce this
Guaranty against the Guarantor irrespective of whether or not other proceedings
or steps are pending seeking resort to or realization upon or from any of the
foregoing are pending.
(i) All diligence in collection or protection, and all presentment,
demand, protest and/or notice, as to any and everyone, whether or not the
Borrower or the Guarantor or others, of dishonor and of default and of
non-payment and of the creation and existence of any and all of said
indebtedness hereby guaranteed, and of any security and collateral
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therefor, and of the acceptance of this Guaranty, and of any and all extensions
of credit and indulgence hereunder, are expressly waived.
(j) No act of commission or omission of any kind, or at any time, upon
the part of the Guaranteed Creditors in respect to any matter whatsoever, shall
in any way affect or impair this Guaranty.
(k) The Guarantor waives any and all defenses, claims and discharges of
the Borrower, or any other obligor or guarantor, pertaining to the indebtedness
hereby guaranteed, except the defense of discharge by payment in full. Without
limiting the generality of the foregoing, the Guarantor will not assert, plead
or enforce against the Guaranteed Creditors any defense of waiver, release,
discharge in bankruptcy, statute of limitations, res judicata, statue of frauds,
anti-deficiency statute, fraud, incapacity, minority, usury, illegality or
unenforceability which may be available to the Borrower or any other person
liable in respect of any of the indebtedness hereby guaranteed, or any set-off
available against the Guaranteed Creditors to the Borrower or any such other
person, whether or not on account of a related transaction. The Guarantor agrees
that it shall be and remain liable for any deficiency remaining after
foreclosure or other realization on any lien or security interest securing the
indebtedness hereby guaranteed, whether or not the liability of the Borrower or
any other obligor for such deficiency is discharged pursuant to statute or
judicial decision.
(l) If any payment applied by the Guaranteed Creditors to the
indebtedness hereby guaranteed is thereafter set aside, recovered, rescinded or
required to be returned for any reason (including, without limitation, the
bankruptcy, insolvency or reorganization of the Borrower or any other obligor),
the indebtedness hereby guaranteed to which such payment was applied shall for
the purposes of this Guaranty be deemed to have continued in existence,
notwithstanding such application, and this Guaranty shall be enforceable as to
such of the indebtedness hereby guaranteed as fully as if such application had
never been made.
(m) The liability of the Guarantor under this Guaranty is in addition to
and shall be cumulative with all other liabilities of the Guarantor after the
date hereof to the Guaranteed Creditors as a Guarantor of the indebtedness
hereby guaranteed, without any limitation as to amount, unless the instrument or
agreement evidencing or creating such other liability specifically provides to
the contrary.
Section 3. Representations and Warranties. In order to induce the
Guaranteed Creditors to enter into the Credit Agreement, to make the Loans,
issue (or deemed issued) (and participate in) the Letters of Credit as provided
therein and/or enter into the Interest Rate Protection Agreements, the Guarantor
makes the following representations and warranties, in each case after giving
effect to the consummation of the Transaction on the Closing Date, all of which
shall survive the execution and delivery of this Guaranty, with the occurrence
of the Closing Date and the occurrence of each Credit Event on or after the
Closing Date being deemed to constitute a representation and warranty that the
matters specified in this Section 3 are true and correct in all material
respects on and as of the Closing Date and on the date of each such Credit
Event.
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(a) The Guarantor (i) is a duly organized and validly existing
corporation in good standing under the laws of the State of Delaware, (ii) has
the power and authority to own its property and assets and to transact the
business in which it is engaged and presently proposes to engage and (iii) is
duly qualified as a foreign corporation and in good standing in each
jurisdiction where the ownership of property or the conduct of its business
requires such qualification except where the failure to be so qualified could
not reasonably be expected to have a material adverse effect on the business,
properties, assets, liabilities or financial condition of the Guarantor.
(b) The Guarantor has the corporate power and authority to execute,
deliver and perform the terms and provisions of each of the Credit Documents to
which it is a party and has taken all necessary corporate action to authorize
the execution, delivery and performance by it of each of such Credit Documents.
The Guarantor has duly executed and delivered each of the Credit Documents to
which it is a party, and each of such Credit Documents constitutes its legal,
valid and binding obligation enforceable in accordance with its terms, except to
the extent that the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws generally affecting creditors' rights and by equitable
principles (regardless of whether enforcement is sought in equity or at law).
(c) Neither the execution, delivery or performance by the Guarantor of
the Credit Documents to which it is a party, nor compliance by it with the terms
and provisions thereof, nor the consummation of the transactions contemplated
herein or therein (i) will contravene any material provision of any law,
statute, rule or regulation or any order, writ, injunction or decree of any
court or governmental instrumentality, (ii) will conflict or be inconsistent
with or result in any breach of any of the terms, covenants, conditions or
provisions of, or constitute a default under, or (other than pursuant to the
Security Documents) result in the creation or imposition of (or the obligation
to create or impose) any Lien upon any of the property or assets of the
Guarantor pursuant to the terms of any indenture, mortgage, deed of trust,
credit agreement, loan agreement or any other material agreement, contract or
instrument to which any of the Credit Parties or any of their Subsidiaries is a
party or by which it or any of its property or assets are bound or to which it
may be subject (except that, as of the Closing Date, the Borrower has not
obtained certain consents required in connection with the Merger, as set forth
in Schedule 6.03 to the Credit Agreement) or (iii) will violate any provision of
the certificate of incorporation or by-laws (or the equivalent charter
documents) of the Guarantor.
(d) No order, consent, approval, license, authorization or validation
of, or filing, recording or registration with (except as have been obtained or
made on or prior to the Closing Date and which remain in full force and effect),
or exemption by, any governmental or public body or authority, or any
subdivision thereof, is required to authorize, or is required in connection
with, (i) the execution, delivery and performance of any Credit Document to
which the Guarantor is a party, (ii) the legality, validity, binding effect or
enforceability of any Credit Document to which the Guarantor is a party or (iii)
the consummation of the Transaction.
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(e) The pro forma consolidated balance sheet of the Guarantor and its
Subsidiaries as of the Closing Date reflects the pro forma financial position of
the Guarantor and its Subsidiaries after giving effect to the Transaction, as if
such Transaction had occurred on December 1, 1997.
Section 4. Covenants. The Guarantor shall not, directly or indirectly,
(i) enter into or permit to exist any transaction or agreement (including
without limitation any transaction or agreement with respect to any incurrence
or assumption of Indebtedness, any purchase, sale, lease or exchange of any
property or the rendering of any service or payment of any funds) between itself
and any other Person (including any Affiliate), other than Permitted Holdings
Transactions, (ii) issue any capital stock other than the Holdings Preferred
Stock or Holding Common Stock, or incur or assume any Indebtedness other than
pursuant to Permitted Holdings Transactions, (iii) engage in any business or
conduct any activity (including the making of any investment or payment) other
than the ownership of the capital stock of the Borrower and the performance of
Permitted Holdings Transactions in accordance with the terms thereof, or sell,
exchange or otherwise transfer any of its assets, (iv) consolidate or merge with
or into any other Person, (v) redeem or purchase any of the Holdings Preferred
Stock or the Exchange Debentures or any portion thereof, (vi) make any dividend
payment in respect of the Holdings Preferred Stock prior to September 1, 2003 or
make any interest payment on the Exchange Debentures prior to September 1, 2003,
or (vii) amend or modify its certificate of incorporation, including its
certificate of designations and any terms of the Holding Preferred Stock or
Exchange Debentures. The Guarantor shall preserve, renew and keep in full force
and effect its corporate existence and any rights, privileges and franchises
necessary or desirable in the conduct of its business, and shall comply in all
material respects with all material applicable laws, ordinances, rules,
regulations, and requirements of governmental authorities, provided that the
Guarantor may terminate any such right, privilege or franchise (other than its
corporate existence) if its board of directors in good faith determines that
such termination is in the best interest of the Guarantor and not materially
disadvantageous to the Guaranteed Creditors. The Guarantor shall apply any
dividends which it receives from the Borrower to the payment of dividends on the
Holdings Preferred Stock or interest on the Exchange Debenture, as the case may
be, and for no other purpose.
Section 5. Event of Default. Upon the occurrence of (i) any default by
the Guarantor in respect of any of its covenants hereunder or (ii) any Mandatory
Redemption Event (as defined in the Holdings Preferred Stock) in respect of the
Holdings Preferred Stock, or (iii) any Event of Default in respect of the
Exchange Debentures (as defined in the Exchange Debentures), all of the
indebtedness hereby guaranteed which is then existing shall immediately become
due and payable from the Guarantor irrespective of whether such indebtedness is
otherwise then due and payable.
Section 6. Miscellaneous. (a) Any invalidity or unenforceability of
any provision or application of this Guaranty shall not affect other lawful
provisions and applications hereof, and to this end the provisions of this
Guaranty are declared to be severable.
(b) Any demand for payment on this Guaranty or any other notice required
or desired to be given hereunder to the Guarantor shall be in writing
(including, without
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limitation, notice by telecopy) and shall be given to it in accordance with
Section 12.03 of the Credit Agreement, or such other address or telecopier
number as such party may hereafter specify by notice to the Agent given by
United States certified or registered mail, by telecopy or by other
telecommunication device capable of creating a written record of such notice and
its receipt. Each such notice, request or other communication shall be effective
(i) if given by telecopier, when such telecopy is transmitted to the telecopier
number specified in this Section and a confirmation of such telecopy has been
received by the sender, (ii) if given by mail, five (5) days after such
communication is deposited in the mail, certified or registered with return
receipt requested, addressed as aforesaid or (iii) if given by any other means,
when delivered at the addresses specified in this Section.
(c) No Guaranteed Creditor (other than the Agent) shall have the right
to institute any suit, action or proceeding in equity or at law in connection
with this Guaranty for the enforcement of any remedy under or upon this
Guaranty; it being understood and intended that no one or more of the Guaranteed
Creditors (other than the Agent) shall have any right in any manner whatsoever
to enforce any right hereunder, and that all proceedings at law or in equity
shall be instituted, had and maintained by the Agent in the manner herein
provided and for the benefit of the Guaranteed Creditors.
(d) THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE
LAW OF THE STATE OF NEW YORK (without regard to principles of conflicts of laws)
in which state it shall be performed by the Guarantor and may not be waived,
amended, released or otherwise changed except by a writing signed by the
Guaranteed Creditors. This Guaranty and every part thereof shall be effective
upon delivery to the Agent, without further act, condition or acceptance by the
Guaranteed Creditors, shall be binding upon the Guarantor and upon the legal
representatives, successors and assigns of the Guarantor, and shall inure to the
benefit of the Guaranteed Creditors, their successors, legal representatives and
assigns. The Guarantor waives notice of the Guaranteed Creditors' acceptance
hereof. This Guaranty may be executed in counterparts and by different parties
hereto on separate counterparts each of which shall be an original, but all
together to be one and the same instrument.
(e) The Guarantor's obligation hereunder to make payments in Dollars
(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 Guaranteed Creditors of the
full amount of the Obligation Currency expressed to be payable to the Guaranteed
Creditors under this Guaranty. If for the purpose of obtaining or enforcing
judgment against the 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 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 of 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"). If there is
a change
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in the rate of exchange prevailing between the Judgment Currency
Conversion Date and the date of actual payment of the amount due, the Guarantor
covenants and agrees 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 or judicial award at the rate or exchange prevailing
on the Judgment Currency Conversion Date. For purposes of determining any rate
of exchange for this Section, such amounts shall include any premium and costs
payable in connection with the purchase of the Obligation Currency.
(f) The Guarantor hereby submits to the nonexclusive jurisdiction of the
United States District Court for the Southern District of New York and of any
New York State court sitting in New York City for purposes of all legal
proceedings arising out of or relating to this Guaranty or the transactions
contemplated hereby. The Guarantor irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of the venue of any such proceeding brought in such a court and any claim that
any such proceeding brought in such court has been brought in an inconvenient
forum. EACH OF THE GUARANTOR, THE AGENT AND THE GUARANTEED CREDITORS HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
[SIGNATURE PAGES TO FOLLOW]
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IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be
executed and delivered as of the date first above written.
"GUARANTOR"
EAGLE-PICHER HOLDINGS, INC.
By /s/ XXXX X. XXXXX
________________________
Name Xxxx X. Xxxxx
___________________
Title President
___________________
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Accepted and agreed to in New York, New York as of the date first above
written.
ABN AMRO BANK N.V., as Agent as
aforesaid for the Guarantee
Creditors
By /s/ XXXXXXX X. XXXXXXX
___________________________
Its Group Vice President
_______________________
By /s/ XXXX XXXXXX
___________________________
Its Group Vice President
_______________________
Address:
1325 Avenue of the Americas
New York, New York
Attention: Agency Services
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
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