EXHIBIT 10.20
LIABILITY AGREEMENT
XXXXXXX XXXXX RENTAL HOLDINGS, L.P.
AND
XXXXXXX XXXXX HOLDINGS CAPITAL CORPORATION
THIS LIABILITY AGREEMENT (this "Agreement") is made as of July 15, 1998, by
and among Xxxxxxx Xxxxx Rental Holdings, L.P., a Pennsylvania limited
partnership ("HOLDINGS"), and Xxxxxxx Xxxxx Holdings Capital Corporation, a
Delaware corporation ("ACR HOLDINGS CAPITAL CORPORATION").
W I T N E S S E T H:
WHEREAS, HOLDINGS is a Pennsylvania limited partnership; and
WHEREAS, ACR HOLDINGS CAPITAL CORPORATION is a Delaware corporation which
is wholly owned by HOLDINGS and which owns only a nominal amount of assets; and
WHEREAS, HOLDINGS and ACR HOLDINGS CAPITAL CORPORATION are issuing, jointly
and severally, $25,000,000 of discount debentures (the "Discount Debentures"),
with all of the proceeds of such Discount Debentures being received by HOLDINGS;
and
WHEREAS, the parties to this Agreement desire to set forth in writing their
agreement as to the ultimate liability between them for the repayment of the
Discount Debentures and any other liabilities which were incurred for the
benefit of HOLDINGS or any of the affiliates of HOLDINGS other than ACR HOLDINGS
CAPITAL CORPORATION, whether or not incurred jointly with ACR HOLDINGS CAPITAL
CORPORATION (the "Other Liabilities").
NOW, THEREFORE, in consideration of the premises and the mutual covenants,
representations, warranties, conditions and agreements set forth herein and
intending to be legally bound hereby, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.1. DEFINITIONS. When used in this Agreement, any amendments hereto or
any exhibit or schedule attached hereto, the following terms shall have the
meanings specified:
"Agreement" shall mean this Liability Agreement, as the same may be
amended or supplemented from time to time.
"HOLDINGS" shall mean Xxxxxxx Xxxxx Rental Holdings, L.P., a
Pennsylvania limited partnership.
"ACR HOLDINGS CAPITAL CORPORATION" shall mean Xxxxxxx Xxxxx Holdings
Capital Corporation, a Delaware corporation.
"Person" shall mean any natural person, partnership, corporation,
association or other legal entity.
1.2. SINGULAR/PLURAL; GENDER. Where the context so requires or permits,
the use of the singular form includes the plural, and use of the plural form
includes the singu lar, and the use of any gender includes any and all genders.
ARTICLE II
LIABILITY AGREEMENTS
2.1. AGREEMENT AS TO ULTIMATE LIABILITY. The parties to this Agreement
hereby acknowledge that the benefits from the proceeds of the issuance of the
Discount Debentures and the Other Liabilities will be received exclusively by
HOLDINGS, and as such, HOLDINGS shall be ultimately and fully liable for the
repayment of the Discount Debentures and the Other Liabilities, without any
right of contribution from, or other claim of indemnification against, ACR
HOLDINGS CAPITAL CORPORATION.
2.1. ACR HOLDINGS CAPITAL CORPORATION RIGHTS. ACR HOLDINGS CAPITAL
CORPORATION shall be entitled to recover from HOLDINGS any amounts which ACR
HOLDINGS CAPITAL CORPORATION is required to pay with respect to the Discount
Debentures and the Other Liabilities, and HOLDINGS shall indemnify and hold
harmless ACR HOLDINGS CAPITAL CORPORATION with respect to all such amounts,
including any costs of collection of such amounts incurred by ACR HOLDINGS
CAPITAL CORPORATION.
2.2 ASSETS OF ACR HOLDINGS CAPITAL CORPORATION. ACR HOLDINGS CAPITAL
CORPORATION has only nominal assets. If any assets should be titled in the name
of ACR HOLDINGS CAPITAL CORPORATION, the parties to this Agreement hereby agree
that such assets are to be treated as owned by HOLDINGS, with ACR HOLDINGS
CAPITAL CORPORATION holding title to such asset in trust for the exclusive
benefit of HOLDINGS.
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ARTICLE III
ADDITIONAL PROVISIONS
3.1. DOCUMENTATION. The parties to this Agreement shall upon request
execute and deliver all documents and take all reasonable actions to fully
effectuate and will work together to accomplish the terms of this Agreement as
efficiently and as expediently as possible.
ARTICLE IV
MISCELLANEOUS
4.1. ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the entire
agreement among the parties pertaining to the subject matter hereof, and
supersedes all prior and contemporaneous agreements, understandings,
negotiations and discussions of the parties, whether oral or written; and there
are no warranties, representations or other agreements between the parties in
connection with the subject matter hereof, except as specifically set forth
herein. No amendment, supplement, modification, waiver or termi nation of this
Agreement shall be binding unless executed in writing by the party to be bound
thereby. No waiver of any of the provisions of this Agreement shall be deemed
or shall constitute a waiver of any other provision of this Agreement, whether
or not similar, unless otherwise expressly provided.
4.2. ASSIGNMENT. This Agreement shall not be assigned by any party without
the prior written consent of the other party.
4.3. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
4.4. COUNTERPARTS; HEADINGS. This Agreement may be executed in several
counterparts or with counterpart signature pages, each of which shall be deemed
an origi nal, but such counterparts shall together constitute but one and the
same Agreement. The Section headings in this Agreement are inserted for
convenience of reference only and shall not constitute a part hereof.
4.5. SEVERABILITY. If any provision, clause, or part of this Agreement or
the application thereof under certain circumstances is held invalid, the
remainder of this Agreement, or the application of such provision, clause or
part under other circumstances, shall not be affected thereby.
4.6. NO RELIANCE. Except for any assignees permitted by Section 4.2 of
this Agreement: (a) no third party is entitled to rely on any of the agreements
of the parties
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contained in this Agreement; and (b) the parties assume no liability to any
third party because of any reliance on the agreements of the parties contained
in this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and sealed as of the day and year first above written.
XXXXXXX XXXXX RENTAL HOLDINGS, L.P.
By ACR Management, L.L.C.
Its general partner
By:_______________________________
Title: _____________________________
XXXXXXX XXXXX HOLDINGS CAPITAL CORPORATION
By:_______________________________
Title: _____________________________
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