EXHIBIT 10.9
AMENDED AND RESTATED GUARANTEE
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August 27, 2001
Congress Financial Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Re: RBX Industries, Inc. ("Borrower")
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Ladies and Gentlemen:
Congress Financial Corporation ("Lender") and Borrower have entered into
financing arrangements pursuant to which Lender may make loans and advances and
provide other financial accommodations to Borrower as set forth in the Amended
and Restated Loan Agreement, dated of even date herewith, by and among Borrower,
the undersigned ("Guarantor") and Lender (as the same now exists or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced, the "Loan Agreement"), and the other agreements, documents and
instruments referred to therein or at any time executed and/or delivered in
connection therewith or related thereto, including, but not limited to, this
Guarantee (all of the foregoing, together with the Loan Agreement, as the same
now exist or may hereafter be amended, modified, supplemented, extended,
renewed, restated or replaced, being collectively referred to herein as the
"Financing Agreements").
Due to the close business and financial relationships between Borrower and
Guarantor, in consideration of the benefits which will accrue to Guarantor and
as an inducement for and in consideration of Lender making loans and advances
and providing other financial accommodations to Borrower pursuant to the Loan
Agreement and the other Financing Agreements, Guarantor hereby agrees in favor
of Lender as follows:
1. Guarantee.
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(a) Guarantor absolutely and unconditionally guarantees and agrees to be
liable for the full and indefeasible payment and performance when due of the
following (all of which are collectively referred to herein as the "Guaranteed
Obligations"): (i) all obligations, liabilities and indebtedness of any kind,
nature and description of Borrower to Lender and/or its affiliates, including
principal, interest, charges, fees, costs and expenses, however evidenced,
whether as principal, surety, endorser, guarantor or otherwise, to the extent
arising under the Loan Agreement or any of the other Financing Agreements,
whether now existing or hereafter arising, whether arising before, during or
after the initial or any renewal term of the Loan Agreement, or before, during
or after the confirmation of the plan of reorganization in the Chapter 11 Cases
(and including any principal, interest, fees, costs, expenses and other amounts
owing to Lender by Borrower during the Chapter 11 Cases or any similar case or
proceeding), whether direct or indirect, absolute or contingent, joint or
several, due or not due, primary or secondary, and liquidated or unliquidated
and (ii) all expenses (including, without limitation, attorneys' fees and legal
expenses) incurred by Lender in connection with the preparation, execution,
delivery, recording, administration, collection, liquidation, enforcement and
defense of Borrower's obligations, liabilities and indebtedness as aforesaid to
Lender, the rights of Lender in any collateral or under this Guarantee, the
Existing Guarantees (as hereinafter defined) and all other Financing Agreements
or in any way involving claims by or against Lender directly or indirectly
arising out of or related to the relationships between Borrower, Guarantor or
any other Obligor (as hereinafter defined) and Lender, whether such expenses are
incurred before, during or after the initial or any renewal term of the Loan
Agreement and the other Financing Agreements, or before, during or after the
confirmation of the plan of reorganization in the Chapter 11 Cases.
(b) This Guarantee is a guaranty of payment and not of collection.
Guarantor agrees that Lender need not attempt to collect any Guaranteed
Obligations from or any other Obligor or to realize upon any collateral, but may
require Guarantor to make immediate payment of all of the Guaranteed Obligations
to Lender when due, whether by maturity, acceleration or otherwise, or at any
time thereafter. Lender may apply any amounts received in respect of the
Guaranteed Obligations to any of the Guaranteed Obligations, in whole or in part
(including attorneys' fees and legal expenses incurred by Lender with respect
thereto or otherwise chargeable to Borrower or Guarantor) and in such order as
Lender may elect.
(c) Payment by Guarantor shall be made to Lender at the office of Lender
from time to time on demand as Guaranteed Obligations become due. Guarantor
shall make all payments to Lender on the Guaranteed Obligations free and clear
of, and without deduction or withholding for or on account of, any setoff,
counterclaim, defense, duties, taxes, levies, imposts, fees, deductions,
withholding, restrictions or conditions of any kind. One or more successive or
concurrent actions may be brought hereon against Guarantor either in the same
action in which Borrower or Guarantor or any other Obligor is sued or in
separate actions. In the event any claim or action, or action on any judgment,
based on this Guarantee is brought against Guarantor, without waiving any other
rights Guarantor may have (except as otherwise waived pursuant to this Guarantee
or any of the other Financing Agreements), Guarantor agrees not to deduct,
set-off, or seek any counterclaim for or recoup any amounts in any such action
which are or may be owed by Lender to Guarantor.
2. Waivers and Consents.
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(a) Notice of acceptance of this Guarantee, the making of loans and
advances and providing other financial accommodations to Borrower and
presentment, demand, protest, notice of protest, notice of nonpayment or default
and all other notices to which Borrower or Guarantor are entitled are hereby
waived by Guarantor. Guarantor also waives notice of and hereby consents to, (i)
any amendment, modification, supplement, extension, renewal, or restatement of
the Loan Agreement and any of the other Financing Agreements, including, without
limitation, extensions of time of payment of or increase or decrease in the
amount of any of the Guaranteed Obligations, the interest rate, fees, other
charges, or any collateral, and the guarantee made herein shall apply to the
Loan Agreement and the other Financing Agreements and the Guaranteed Obligations
as so amended, modified, supplemented, renewed, restated or extended, increased
or decreased, (ii) the taking, exchange, surrender and releasing of collateral
or guarantees now or at any time held by or available to Lender for the
obligations of Borrower or any other party at any time liable on or in respect
of the Guaranteed Obligations or who is the owner of any property which is
security for the Guaranteed Obligations (individually, an "Obligor" and
collectively, the "Obligors"), including, without limitation, the surrender or
release by Lender of Guarantor hereunder, (iii) the exercise of, or refraining
from the exercise of any rights against Borrower, Guarantor or any other Obligor
or any collateral, (iv) the settlement, compromise or release of, or the waiver
of any default with respect to, any of the Guaranteed Obligations and (v) any
financing by Lender of Borrower under Section 364 of the United States
Bankruptcy Code or consent to use cash collateral by Lender under ▇▇▇▇▇▇▇ ▇▇▇ ▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code. Guarantor agrees that the amount of the
Guaranteed Obligations shall not be diminished and the liability of Guarantor
hereunder shall not be otherwise impaired or affected by any of the foregoing.
(b) No invalidity, irregularity or unenforceability of all or any part of
the Guaranteed Obligations shall affect, impair or be a defense to this
Guarantee, nor shall any other circumstance which might otherwise constitute a
defense available to or legal or equitable discharge of Borrower in respect of
any of the Guaranteed Obligations, or Guarantor in respect of this Guarantee,
affect, impair or be a defense to this Guarantee. Without limitation of the
foregoing, the liability of Guarantor hereunder shall not be discharged or
impaired in any respect by reason of any failure by Lender to perfect or
continue perfection of any lien or security interest in any collateral or any
delay by Lender in perfecting any such lien or security interest. As to
interest, fees and expenses, whether arising before, during or after the
confirmation of the plan of reorganization in the Chapter 11 Cases or whether
arising before or arising after the commencement of any other case or proceeding
under the United State Bankruptcy Code or any similar statute, Guarantor shall
be liable therefor, even if Borrower's liability for such amounts does not, or
ceases to, exist by operation of law. Guarantor acknowledges that Lender has not
made any representations to Guarantor with respect to Borrower, any other
Obligor or otherwise in connection with the execution and delivery by Guarantor
of this Guarantee and Guarantor is not in any respect relying upon Lender or any
statements by Lender in connection with this Guarantee.
(c) Until the Guaranteed Obligations have been indefeasibly paid in full in
immediately available funds and the Loan Agreement has been terminated, (i)
Guarantor hereby irrevocably and unconditionally waives and relinquishes all
statutory, contractual, common law, equitable and all other claims against
Borrower, any collateral for the Guaranteed
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Obligations or other assets of Borrower or any other Obligor, for subrogation,
reimbursement, exoneration, contribution, indemnification, setoff or other
recourse in respect to sums paid or payable to Lender by Guarantor hereunder and
(ii) Guarantor hereby further irrevocably and unconditionally waives and
relinquishes any and all other benefits which Guarantor might otherwise directly
or indirectly receive or be entitled to receive by reason of any amounts paid by
or collected or due from Guarantor, Borrower or any other Obligor upon the
Guaranteed Obligations or realized from their property.
3. Subordination. Payment of all amounts now or hereafter owed to Guarantor
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by Borrower or any other Obligor is hereby subordinated in right of payment to
the indefeasible payment in full to Lender of the Guaranteed Obligations and all
such amounts and any security and guarantees therefor are hereby assigned to
Lender as security for the Guaranteed Obligations.
4. Acceleration. Notwithstanding anything to the contrary contained herein
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or any of the terms of any of the other Financing Agreements, the liability of
Guarantor for the entire Guaranteed Obligations shall mature and become
immediately due and payable, even if the liability of Borrower or any other
Obligor therefor does not, upon the occurrence of any act, condition or event
which constitutes an Event of Default as such term is defined in the Loan
Agreement.
5. Account Stated. The books and records of Lender showing the account
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between Lender and Borrower shall be admissible in evidence in any action or
proceeding against or involving Guarantors as prima facie proof of the items
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therein set forth, and the monthly statements of Lender rendered to Borrower, to
the extent to which no written objection is made within thirty (30) days from
the date of sending thereof to Borrower, shall be deemed conclusively correct
and constitute an account stated between Lender and Borrower and be binding on
Guarantor.
6. Termination. This Guarantee is continuing, unlimited (to the full extent
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of the Guaranteed Obligations), absolute and unconditional. All Guaranteed
Obligations shall be conclusively presumed to have been created in reliance on
this Guarantee. Guarantor shall continue to be liable hereunder until one of
Lender's officers actually receives a written termination notice from Guarantor
sent to Lender at its address set forth above by certified mail, return receipt
requested and thereafter as set forth below. Revocation or termination hereof by
Guarantor shall not affect, in any manner, the rights of Lender or any
obligations or duties of Guarantor under this Guarantee with respect to (a)
Guaranteed Obligations which have been created, contracted, assumed or incurred
prior to the receipt by Lender of such written notice of revocation or
termination as provided herein, including, without limitation, (i) all
amendments, extensions, renewals and modifications of such Guaranteed
Obligations (whether or not evidenced by new or additional agreements, documents
or instruments executed on or after such notice of revocation or termination),
(ii) all interest, fees and similar charges accruing or due on and after
revocation or termination, and (iii) all attorneys' fees and legal expenses,
costs and other expenses paid or incurred on or after such notice of revocation
or termination in attempting to collect or enforce any of the Guaranteed
Obligations against Borrower, Guarantor or any other Obligor (whether or not
suit be brought), or (b) Guaranteed Obligations which have been created,
contracted, assumed or incurred after the receipt by
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Lender of such written notice of revocation or termination as provided herein
pursuant to any contract entered into by Lender prior to receipt of such notice.
The sole effect of such revocation or termination by Guarantor shall be to
exclude from this Guarantee the liability of Guarantor for those Guaranteed
Obligations arising after the date of receipt by Lender of such written notice
which are unrelated to Guaranteed Obligations arising or transactions entered
into prior to such date. Without limiting the foregoing, this Guarantee may not
be terminated and shall continue so long as the Loan Agreement shall be in
effect (whether during its original term or any renewal, substitution or
extension thereof).
7. Reinstatement. If after receipt of any payment of, or proceeds of
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collateral applied to the payment of, any of the Guaranteed Obligations, Lender
is required to surrender or return such payment or proceeds to any Person for
any reason, then the Guaranteed Obligations intended to be satisfied by such
payment or proceeds shall be reinstated and continue and this Guarantee shall
continue in full force and effect as if such payment or proceeds had not been
received by Lender. Guarantor shall be liable to pay to Lender, and does
indemnify and hold Lender harmless for the amount of any payments or proceeds
surrendered or returned. This Section 7 shall remain effective notwithstanding
any contrary action which may be taken by Lender in reliance upon such payment
or proceeds. This Section 7 shall survive the termination or revocation of this
Guarantee.
8. Amendments and Waivers. Neither this Guarantee nor any provision hereof
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shall be amended, modified, waived or discharged orally or by course of conduct,
but only by a written agreement signed by an authorized officer of Lender.
Lender shall not by any act, delay, omission or otherwise be deemed to have
expressly or impliedly waived any of its rights, powers and/or remedies unless
such waiver shall be in writing and signed by an authorized officer of Lender.
Any such waiver shall be enforceable only to the extent specifically set forth
therein. A waiver by Lender of any right, power and/or remedy on any one
occasion shall not be construed as a bar to or waiver of any such right, power
and/or remedy which Lender would otherwise have on any future occasion, whether
similar in kind or otherwise.
9. Corporate Existence, Power and Authority. Guarantor is a corporation
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duly organized and in good standing under the laws of its state or other
jurisdiction of incorporation and is duly qualified as a foreign corporation and
in good standing in all states or other jurisdictions where the nature and
extent of the business transacted by it or the ownership of assets makes such
qualification necessary, except for those jurisdictions in which the failure to
so qualify would not have a material adverse effect on the financial condition,
results of operation or businesses of Guarantor or the rights of Lender
hereunder or under any of the other Financing Agreements. The execution,
delivery and performance of this Guarantee is within the corporate powers of
Guarantor, have been duly authorized and are not in contravention of law or the
terms of the certificates of incorporation, by-laws or other organizational
documentation of Guarantor, or any indenture, agreement or undertaking to which
Guarantor is a party or by which Guarantor or its property are bound. This
Guarantee constitutes the legal, valid and binding obligation of Guarantor
enforceable in accordance with its terms.
10. Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver.
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(a) The validity, interpretation and enforcement of this Guarantee and any
dispute arising out of the relationship between Guarantor and Lender, whether in
contract, tort, equity or otherwise, shall be governed by the internal laws of
the State of New York (without giving effect to principles of conflicts of law).
(b) Guarantor hereby irrevocably consents and submits to the non-exclusive
jurisdiction of the Supreme Court of the State of New York in New York County
and the United States District Court for the Southern District of New York and
waives any objection based on venue or forum non conveniens with respect to any
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action instituted therein arising under this Guarantee or any of the other
Financing Agreements or in any way connected with or related or incidental to
the dealings of Guarantor and Lender in respect of this Guarantee or any of the
other Financing Agreements or the transactions related hereto or thereto, in
each case whether now existing or hereafter arising and whether in contract,
tort, equity or otherwise, and agrees that any dispute arising out of the
relationship between Guarantor or Borrower and Lender or the conduct of any such
persons in connection with this Guarantee, the other Financing Agreements or
otherwise shall be heard only in the courts described above (except that Lender
shall have the right to bring any action or proceeding against Guarantor or its
property in the courts of any other jurisdiction which Lender deems necessary or
appropriate in order to realize on collateral at any time granted by Borrower or
Guarantor to Lender or to otherwise enforce its rights against Guarantor or its
property).
(c) Guarantor hereby waives personal service of any and all process upon it
and consents that all such service of process may be made by certified mail
(return receipt requested) directed to its address set forth on the signature
pages hereof and service so made shall be deemed to be completed five (5) days
after the same shall have been so deposited in the U.S. mails, or, at Lender's
option, by service upon Guarantor in any other manner provided under the rules
of any such courts. Within thirty (30) days after such service, Guarantor shall
appear in answer to such process, failing which Guarantor shall be deemed in
default and judgment may be entered by Lender against Guarantor for the amount
of the claim and other relief requested.
(d) GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS GUARANTEE OR ANY OF THE
OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF ANY OF GUARANTORS AND LENDER IN RESPECT OF THIS
GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED
HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH OF GUARANTORS HEREBY AGREES
AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE
DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT GUARANTOR OR LENDER MAY FILE AN
ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF GUARANTOR AND LENDER TO THE WAIVER OF THEIR RIGHT TO
TRIAL BY JURY.
(e) Lender shall not have any liability to Guarantor (whether in tort,
contract, equity or otherwise) for losses suffered by Guarantor in connection
with, arising out of, or in
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any way related to the transactions or relationships contemplated by this
Guarantee, or any act, omission or event occurring in connection herewith,
unless it is determined by a final and non-appealable judgment or court order
binding on Lender that the losses were the result of acts or omissions
constituting gross negligence or willful misconduct. In any such litigation,
Lender shall be entitled to the benefit of the rebuttable presumption that it
acted in good faith and with the exercise of ordinary care in the performance by
it of the terms of the Loan Agreement and the other Financing Agreements.
11. Amendment and Restatement of Existing Guarantees.
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(a) Rubatex Corporation ("Rubatex"), ▇▇▇▇▇▇▇▇ Manufacturing Company, Inc.
("▇▇▇▇▇▇▇▇"), OleTex Inc. ("OleTex"), Midwest Rubber Custom Mixing Corp.
("Midwest") and ▇▇▇▇▇▇-▇▇▇▇▇ Rubber Custom Mixing Corp. ("▇▇▇▇▇▇", and together
with Rubatex, ▇▇▇▇▇▇▇▇, OleTex and Midwest, each an "Existing Borrower" and,
collectively, "Existing Borrowers") and Waltex Corporation ("Waltex"), UPR
Disposition, Inc. ("UPR"), Universal Rubber Company ("Universal"), RBX Group,
Inc. ("RBX Group") and RBX Corporation ("RBX Corp.", and together with Rubatex,
▇▇▇▇▇▇▇▇, OleTex, Midwest, ▇▇▇▇▇▇, Waltex, UPR, Universal and RBX Group, each an
"Existing Guarantor" and, collectively, "Existing Guarantors") have each
absolutely and unconditionally guaranteed the obligations, liabilities and
indebtedness of each Existing Borrower to Lender as set forth in the Guarantees,
each dated April 20, 2001, by the other Existing Borrowers and the Existing
Guarantors (collectively, the "Existing Guarantees"). Each Existing Borrower
(other than Rubatex) and Existing Guarantor (other than RBX Group and RBX Corp.)
has merged with and into Rubatex, with Rubatex as the surviving corporation (the
"Operating Entity Mergers"). In connection with the Operating Entity Mergers,
Rubatex has changed its corporate name to RBX Industires, Inc. (the entity
defined herein as "Borrower"). RBX Group has merged with and into Guarantor,
with Guarantor as the surviving corporation (the "Guarantor Merger"). Pursuant
to the Guarantor Merger, Guarantor has assumed all of the obligations and
liabilities of RBX Group pursuant to the Existing Guarantees.
(b) Guarantor as the survivor of the Guarantor Merger hereby expressly
assumes, adopts and ratifies the Existing Guarantees and acknowledges, confirms
and agrees that: (i) Guarantor as the survivor of the Guarantor Merger is and
shall continue to be unconditionally liable in all respects for all of the
Obligations pursuant to the Existing Guarantees, without offset, defense or
counterclaim of any kind, nature or description whatsoever, (ii) the agreements
and obligations of RBX Corp. and RBX Group contained in the Existing Guarantees
constitute the legal, valid and binding obligations of Guarantor (as successor
by merger to RBX Group) enforceable against Guarantor in accordance with its
respective terms, and (iii) Lender is entitled to all of the rights, remedies
and benefits of the Existing Guarantees.
(c) Except as otherwise stated in Section 11(b), as of the date hereof, the
terms, conditions, covenants, agreements, representations and warranties set
forth in the Existing Guarantees (other than as to RBX Corp. and RBX Group) are
hereby replaced and superseded in their entirety by the terms, conditions,
covenants, agreements, representations and warranties set forth in this
Guarantee and the other Financing Agreements, except that nothing contained
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herein or in the other Financing Agreements shall impair or adversely affect the
continuation of
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the liability of Guarantor for the Guaranteed Obligations heretofore incurred
during the Chapter 11 Cases (as successor by merger to RBX Group). The amendment
and restatement contained herein shall not, in any manner, be construed to
constitute payment of, or impair, limit, cancel or extinguish, or constitute a
novation in respect of, the indebtedness and other obligations and liabilities
of Guarantor evidenced by or arising under the Existing Guarantees and the liens
and security interests securing such indebtedness and other obligations and
liabilities, which shall not in any manner be impaired, limited, terminated,
waived or released.
(d) Guarantor, for itself and its successors and assigns, does
hereby remise, release, discharge and hold Lender, its officers, directors,
agents and employees and their respective predecessors, successors and assigns
harmless from all claims, demands, debts, sums of money, accounts, damages,
judgments, financial obligations, actions, causes of action, suits at law or in
equity, of any kind or nature whatsoever, whether or not now existing or known,
which Guarantor or its respective successors or assigns has had or may now or
hereafter claim to have against Lender or its officers, directors, agents and
employees and their respective predecessors, successors and assigns in any way
arising from or connected with the Existing Agreements or the arrangements set
forth therein or transactions thereunder up to and including the date hereof.
12. Notices. All notices, requests and demands hereunder shall be in
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writing and (a) made to Lender at its address set forth above and to Guarantor
at its chief executive office set forth below, or to such other address as
either party may designate by written notice to the other in accordance with
this provision, and (b) deemed to have been given or made: if delivered in
person, immediately upon delivery; if by telex, telegram or facsimile
transmission, immediately upon sending and upon confirmation of receipt; if by
nationally recognized overnight courier service with instructions to deliver the
next business day, one (1) business day after sending; and if by certified mail,
return receipt requested, five (5) days after mailing.
13. Partial Invalidity. If any provision of this Guarantee is held to be
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invalid or unenforceable, such invalidity or unenforceability shall not
invalidate this Guarantee as a whole, but this Guarantee shall be construed as
though it did not contain the particular provision held to be invalid or
unenforceable and the rights and obligations of the parties shall be construed
and enforced only to such extent as shall be permitted by applicable law.
14. Entire Agreement. This Guarantee represents the entire agreement and
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understanding of the parties concerning the subject matter hereof, and
supersedes all other prior agreements, understandings, negotiations and
discussions, representations, warranties, commitments, proposals, offers and
contracts concerning the subject matter hereof, whether oral or written.
15. Successors and Assigns. This Guarantee shall be binding upon Guarantor
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and its successors and assigns and shall inure to the benefit of Lender and its
successors, endorsees, transferees and assigns. The liquidation, dissolution or
termination of Guarantor shall not terminate this Guarantee as to such entity or
as to Guarantor.
16. Construction. All references to the term "Chapter 11 Cases" wherever
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used herein shall mean the Chapter 11 Cases of Existing Borrowers and Existing
Guarantors under the
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Bankruptcy Code referred to as In re RBX Corporation, et al., Case No.
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▇-▇▇-▇▇▇▇▇ (WRS), Jointly Administered, which were pending in the United States
Bankruptcy Court for the Western District of Virginia, Roanoke Division. All
references to the term "Bankruptcy Code" wherever used herein shall mean the
United States Bankruptcy Code, being Title 11 of the United States Code, as the
same now exists or may from time to time hereafter be amended, modified,
recodified or supplemented, together with all official rules, regulations and
interpretations thereunder or related thereto. All references to the term
"Guarantor" wherever used herein shall mean Guarantor and its successors and
assigns (including, without limitation, any receiver, trustee or custodian for
Guarantor or any of its assets or Guarantor in its capacity as debtor or
debtor-in-possession under the Bankruptcy Code). All references to the term
"Lender" wherever used herein shall mean Lender and its successors and assigns.
All references to the term "Borrower" wherever used herein shall mean Borrower
and its successors and assigns (including, without limitation, any receiver,
trustee or custodian for Borrower or any of its assets or Borrower in its
capacity as debtor or debtor-in-possession under the Bankruptcy Code). All
references to the term "Person" or "person" wherever used herein shall mean any
individual, sole proprietorship, partnership, corporation (including, without
limitation, any corporation which elects subchapter S status under the Internal
Revenue Code of 1986, as amended), limited liability company, limited liability
partnership, business trust, unincorporated association, joint stock
corporation, trust, joint venture or other entity or any government or any
agency or instrumentality of political subdivision thereof. All references to
the plural shall also mean the singular and to the singular shall also mean the
plural.
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IN WITNESS WHEREOF, Guarantor has executed and delivered this Guarantee
as of the day and year first above written.
RBX CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: CRO and President
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Chief Executive Office
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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