Exhibit 4.26
SUBSIDIARY GUARANTEE
SUBSIDIARY GUARANTEE, dated as of January 2, 2002, made by RBC
HOLDING, Inc., a Delaware corporation (the "Guarantor") in favor of JPMORGAN
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CHASE BANK, a New York banking corporation, as administrative agent (in such
capacity, the "Administrative Agent") for the several banks and other financial
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institutions (the "Lenders") from time to time parties to the Amended and
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Restated Credit Agreement, dated as of April 28, 2000 (as the same may be
amended, supplemented, waived or otherwise modified from time to time, the
"Credit Agreement"), among Remington Arms Company, Inc., a Delaware corporation
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(the "Borrower"), the Lenders, Chase Securities Inc. and Banc of America
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Securities LLC, as joint lead arrangers, Bank of America, N.A., as syndication
agent, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Partners, L.P., as documentation agent,
(collectively the "Other Representatives") and the Administrative Agent.
W I T N E S S E T H :
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WHEREAS, pursuant to the Credit Agreement, the Lenders have severally
agreed to make Extensions of Credit (as defined in the Credit Agreement) to the
Borrower upon the terms and subject to the conditions set forth therein;
WHEREAS, pursuant to Section 8.17(b) of the Credit Agreement, the
Borrower agreed not to create any new Subsidiary unless such Subsidiary shall
have executed and delivered a guarantee to the Administrative Agent for the
benefit of the Lenders; and
WHEREAS, the Borrower owns directly or indirectly all of the issued
and outstanding units of the Guarantor;
NOW, THEREFORE, in consideration of the premises and to induce the
Administrative Agent, the Other Representatives and the Lenders to continue to
make their respective Extensions of Credit to the Borrower under the Credit
Agreement, the Guarantor hereby agrees with the Administrative Agent, for the
ratable benefit of the Lenders, as follows:
1. Defined Terms. (a) Unless otherwise defined herein,
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capitalized terms defined in the Credit Agreement are used herein as defined
therein. The following terms shall have the following meanings:
"Guarantee": this Guarantee, as the same may be amended,
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supplemented, waived or otherwise modified from time to time.
"Obligations": the collective reference to the unpaid principal of
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and interest on (including, without limitation, interest accruing after
the maturity of the Loans and Reimbursement Obligations and interest
accruing after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding,
relating to the Borrower, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding) the Loans, the
Reimbursement Obligations and all other obligations and liabilities of the
Borrower to the Administrative Agent, the Other Representatives and the
Lenders, whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred, which may arise under,
out of, or in connection with, the Credit Agreement, the Notes, the
Letters of Credit, the other Loan Documents, any Interest Rate Agreement
entered into with any Lender, any Guarantee Obligations of the Borrower
referred to in Section 8.4(b) of the Credit Agreement as to which any
Lender is a beneficiary, and any other document made, delivered or given
in connection with any of the foregoing, in each case whether on account
of principal, interest, reimbursement obligations, amounts payable in
connection with a termination of any transaction entered into pursuant to
an Interest Rate Agreement entered into with any Lender, amounts payable
to any Lender in connection with any such Guarantee Obligation, fees,
indemnities, costs, expenses or otherwise (including, without limitation,
all reasonable fees and disbursements of counsel to the Administrative
Agent, any Other Representative or any Lender that are required to be paid
by the Borrower pursuant to the terms of the Credit Agreement or any other
Loan Document).
(b) The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Guarantee shall refer to this Guarantee as a
whole and not to any particular provision of this Guarantee, and section and
paragraph references are to this Guarantee unless otherwise specified.
(c) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.
2. Guarantee. (a) The Guarantor hereby unconditionally and
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irrevocably guarantees to the Administrative Agent, for the ratable benefit of
the Lenders and their respective successors, indorsees, transferees and
assigns, the prompt and complete payment and performance by the Borrower when
due and payable (whether at the stated maturity, by acceleration or otherwise)
of the Obligations.
(b) Anything herein or in any other Loan Document to the contrary
notwithstanding, the maximum liability of the Guarantor hereunder and under the
other Loan Documents shall in no event exceed the amount which can be
guaranteed by such Guarantor under applicable law, including applicable federal
and state laws relating to the insolvency of debtors.
(c) The Guarantor further agrees to pay any and all reasonable
expenses (including, without limitation, all reasonable fees and disbursements
of counsel) which may be paid or incurred by the Administrative Agent, any
Other Representative or any Lender in enforcing, or obtaining advice of counsel
in respect of, any rights with respect to, or collecting, any or all of the
Obligations and/or enforcing any rights with respect to, or collecting against,
the Guarantor under this Guarantee. This Guarantee shall remain in full force
and effect until the payment in full of the Notes, the Reimbursement
Obligations and the other Obligations then due and owing, the termination of
the Commitments and the expiration, termination or return to the Issuing Lender
of the Letters of Credit, notwithstanding that from time to time prior thereto
the Borrower may be free from any Obligations.
(d) No payment or payments made by the Borrower or any other Person
or received or collected by the Administrative Agent, any Other Representative
or any Lender from the Borrower or any other Person by virtue of any action or
proceeding or any set-off or appropriation or application, at any time or from
time to time, in reduction of or in payment of the Obligations shall be deemed
to modify, reduce, release or otherwise affect the liability of the Guarantor
hereunder which shall, notwithstanding any such payment or payments other than
payments made by the Guarantor in respect of the Obligations or payments
received or collected from the Guarantor in respect of the Obligations pursuant
to this Guarantee, remain liable for the Obligations until payment in full of
the Notes, the Reimbursement Obligations and the other Obligations then due and
owing, the termination of the Commitments and the expiration, termination or
return to the Issuing Lender of the Letters of Credit.
(e) The Guarantor agrees that whenever, at any time, or from time to
time, it shall make any payment to the Administrative Agent, any Other
Representative or any Lender on account of its liability hereunder, it will
notify the Administrative Agent, such Other Representative and such Lender in
writing that such payment is made under this Guarantee for such purpose.
3. Right of Set-off. Upon the occurrence and during the continuance
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of any Event of Default under Section 9(a) of the Credit Agreement, the
Administrative Agent and each Lender is hereby irrevocably authorized at any
time and from time to time without notice to the Guarantor, any such notice
being expressly waived by the Guarantor to the extent permitted by applicable
law, to set off and appropriate and apply any and all deposits (general or
special, time or demand, provisional or final), in any currency, and any other
credits, indebtedness or claims, in any currency, in each case whether direct
or indirect, absolute or contingent, matured or unmatured, at any time held or
owing by the Administrative Agent or such Lender to or for the credit or the
account of the Guarantor, or any part thereof in such amounts as the
Administrative Agent or such Lender may elect, against or on account of the
obligations and liabilities of the Guarantor to the Administrative Agent or
such Lender hereunder with respect to any amount then due and payable under
Section 9(a) of the Credit Agreement, whether or not the Administrative Agent
or such Lender has made any demand for payment and although such obligations
and liabilities may be contingent or unmatured. The Administrative Agent and
each Lender, as the case may be, shall notify the Guarantor promptly of any
such set-off and the application made by the Administrative Agent or such
Lender, as the case may be, of the proceeds thereof; provided that the failure
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to give such notice shall not affect the validity of such set-off and
application. The rights of the Administrative Agent and each Lender under this
paragraph are in addition to other rights and remedies (including, without
limitation, other rights of set-off) which the Administrative Agent or such
Lender may have.
4. No Subrogation. Notwithstanding anything to the contrary in this
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Guarantee, the Guarantor hereby irrevocably waives all rights which may have
arisen in connection with this Guarantee to be subrogated to any of the rights
(whether contractual, under the Bankruptcy Code, including Section 509 thereof,
under common law or otherwise) of the Administrative Agent, any Other
Representative or any Lender against the Borrower or against any collateral
security or guarantee or right of offset held by the Administrative Agent, any
Other Representative or any Lender for the payment of the Obligations. The
Guarantor hereby further irrevocably waives all contractual, common law,
statutory or other rights of reimbursement, contribution, exoneration or
indemnity (or any similar right) from or against the Borrower or any other
Person which may have arisen in connection with this Guarantee. So long as the
Obligations remain outstanding, if any amount shall be paid by or on behalf of
the Borrower to the Guarantor on account of any of the rights waived in this
paragraph, such amount shall be held by the Guarantor in trust for the
Administrative Agent and each Lender, segregated from other funds of the
Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over
to the Administrative Agent in the exact form received by the Guarantor (duly
indorsed by the Guarantor to the Administrative Agent, if required), to be held
as collateral security for the Obligations (whether matured or unmatured),
and/or then or at any time thereafter may be applied against the Obligations
then due and owing in such order as the Administrative Agent may determine. The
provisions of this paragraph shall survive the termination of this Guarantee,
the payment in full of the Notes, the Reimbursement Obligations and the other
Obligations, the termination of the Commitments and the expiration, termination
or return of the Letters of Credit.
5. Amendments, etc. with respect to the Obligations; Waiver of
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Rights. The Guarantor shall remain obligated hereunder notwithstanding that,
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without any reservation of rights against the Guarantor, and without notice to
or further assent by the Guarantor, any demand for payment of any of the
Obligations made by the Administrative Agent or any Lender may be rescinded by
the Administrative Agent or such Lender, and any of the Obligations continued,
and the Obligations, or the liability of any other party upon or for any part
thereof, or any collateral security or guarantee therefor or right of offset
with respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or
released by the Administrative Agent or any Lender, and the Credit Agreement,
any Notes, and the other Loan Documents (other than this Agreement) and any
other documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, as the
Administrative Agent (or the Required Lenders, as the case may be) may deem
advisable from time to time, and any collateral security, guarantee or right of
offset at any time held by the Administrative Agent or any Lender for the
payment of the Obligations may be sold, exchanged, waived, surrendered or
released. Neither the Administrative Agent nor any Lender shall have any
obligation to protect, secure, perfect or insure any Lien at any time held by
it as security for the Obligations or for this Guarantee or any property
subject thereto. When making any demand hereunder against the Guarantor, the
Administrative Agent or any Lender may, but shall be under no obligation to,
make a similar demand on the Borrower or any other guarantor, and any failure
by the Administrative Agent or any Lender to make any such demand or to collect
any payments from the Borrower or any such other guarantor or any release of
the Borrower or such other guarantor shall not relieve the Guarantor of its
obligations or liabilities hereunder, and shall not impair or affect the rights
and remedies, express or implied, or as a matter of law, of the Administrative
Agent, any Other Representative or any Lender against the Guarantor. For the
purposes hereof "demand" shall include the commencement and continuance of any
legal proceedings.
6. Guarantee Absolute and Unconditional. The Guarantor waives any
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and all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by the Administrative Agent, any
Other Representative or any Lender upon this Guarantee or acceptance of this
Guarantee; the Obligations, and any of them, shall conclusively be deemed to
have been created, contracted or incurred, or renewed, extended, amended or
waived, in reliance upon this Guarantee; and all dealings between the Borrower
or the Guarantor, on the one hand, and the Administrative Agent, the Other
Representatives and the Lenders, on the other, shall likewise be conclusively
presumed to have been had or consummated in reliance upon this Guarantee. The
Guarantor waives diligence, presentment, protest, demand for payment
and notice of default or nonpayment to or upon the Borrower or the Guarantor
with respect to the Obligations. To the extent permitted by law, this Guarantee
shall be construed as a continuing, absolute and unconditional guarantee of
payment without regard to (a) the validity or enforceability of the Credit
Agreement, any Note, or any other Loan Document, any of the Obligations or any
other collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by the Administrative Agent, any
Other Representative or any Lender, (b) any defense, set-off or counterclaim
(other than a defense of payment or performance) which may at any time be
available to or be asserted by the Borrower against the Administrative Agent,
any Other Representative or any Lender, or (c) any other circumstance
whatsoever (with or without notice to or knowledge of the Borrower or the
Guarantor) (other than payment in full of the Obligations) which constitutes,
or might be construed to constitute, an equitable or legal discharge of the
Borrower for the Obligations, or of the Guarantor under this Guarantee, in
bankruptcy or in any other instance. When pursuing its rights and remedies
hereunder against the Guarantor, the Administrative Agent, any Other
Representative and any Lender may, but shall be under no obligation to, pursue
such rights and remedies as it may have against the Borrower or any other
Person or against any collateral security or guarantee for the Obligations or
any right of offset with respect thereto, and any failure by the Administrative
Agent, any Other Representative or any Lender to pursue such other rights or
remedies or to collect any payments from the Borrower or any such other Person
or to realize upon any such collateral security or guarantee or to exercise any
such right of offset, or any release of the Borrower or any such other Person
or of any such collateral security, guarantee or right of offset, shall not
relieve the Guarantor of any liability hereunder, and shall not impair or
affect the rights and remedies, whether express, implied or available as a
matter of law, of the Administrative Agent, any Other Representative or any
Lender against the Guarantor. This Guarantee shall remain in full force and
effect and be binding in accordance with and to the extent of its terms upon
the Guarantor and its successors and assigns thereof, and shall inure to the
benefit of the Administrative Agent, the Other Representatives and the Lenders,
and their respective successors, indorsees, transferees and assigns, until the
payment in full of the Notes, the Reimbursement Obligations, the other
Obligations then due and owing and the obligations of the Guarantor under this
Guarantee then due and owing, the termination of the Commitments and the
expiration, termination or return to the Issuing Lender of the Letters of
Credit, notwithstanding that from time to time during the term of the Credit
Agreement the Borrower may be free from any Obligations, upon the occurrence of
all of which this Guarantee shall, subject to paragraph 7 hereof, terminate.
7. Reinstatement. This Guarantee shall continue to be effective, or
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be reinstated, as the case may be, if at any time payment, or any part thereof,
of any of the Obligations is rescinded or must otherwise be restored or
returned by the Administrative Agent, any Other Representative or any Lender
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
the Borrower or upon or as a result of the appointment of a receiver,
intervenor or conservator of, or trustee or similar officer for, the Borrower
or any substantial part of its property, or otherwise, all as though such
payments had not been made.
8. Payments. The Guarantor hereby agrees that the Obligations will
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be paid to the Administrative Agent without set-off or counterclaim in Dollars
at the office of the Administrative Agent set forth in Section 11.2 of the
Credit Agreement.
9. Representations and Warranties. The Guarantor represents and
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warrants to the Administrative Agent, the Other Representatives and the Lenders
that:
(a) the Guarantor is a corporation duly formed, validly
existing and in good standing under the laws of the jurisdiction of
its formation and has the corporate power and authority to own and operate
its property, to lease the property it operates and to conduct the
business in which it is currently engaged;
(b) the Guarantor has the corporate power and authority to
make, deliver and perform its obligations under this Guarantee and has
taken all necessary action to authorize its execution, delivery and
performance of this Guarantee and the other Loan Documents to which it
is a party;
(c) each of this Guarantee and the other Loan Documents to
which it is a party has been duly executed and delivered on behalf of
the Guarantor and constitutes a legal, valid and binding obligation of
the Guarantor enforceable against the Guarantor in accordance with its
terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium and similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings in
equity or at law);
(d) the execution, delivery and performance of this Guarantee
and the other Loan Documents to which it is a party will not violate
any Requirement of Law or Contractual Obligation of the Guarantor in
any respect that would reasonably be expected to have a Material
Adverse Effect and will not result in, or require, the creation or
imposition of any Lien on any of the properties or revenues of the
Guarantor pursuant to any such Requirement of Law or Contractual
Obligation (other than pursuant to any Loan Document);
(e) no consent or authorization of, filing with, or other act
by or in respect of, any Governmental Authority or any other Person is
required in connection with the execution, delivery, performance,
validity or enforceability of this Guarantee and the other Loan
Documents to which the Guarantor is a party;
The Guarantor agrees that the foregoing representations and
warranties shall be deemed to have been made by the Guarantor on the date of
each Extension of Credit to the Borrower under the Credit Agreement as though
made hereunder on and as of such date.
10. Covenants. The Guarantor hereby covenants and agrees with
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the Administrative Agent, the Other Representatives and the Lenders that, from
and after the date of this Guarantee until payment in full of the Notes, the
Reimbursement Obligations and the other Obligations then due and owing, the
termination of the Commitments and the expiration, termination or return to the
Issuing Lender of the Letters of Credit, the Guarantor shall not, and shall not
permit any of its Subsidiaries to, take any action or fail to take any action,
as the case may be, if such action or failure would result in a violation of
any of the covenants of the Borrower contained in Sections 7 and 8 of the
Credit Agreement,
11. Further Assurances. The Guarantor hereby covenants and
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agrees with the Administrative Agent, the Other Representatives and the Lenders
that, from and after the date of this Guarantee until payment in full of the
Notes, the Reimbursement Obligations and the other Obligations then due and
owing, the termination of the Commitments and the expiration,
termination or return to the Issuing Lender of the Letters of Credit, at any
time and from time to time, upon the written request of the Administrative
Agent, and at the sole expense of the Guarantor, the Guarantor will promptly
and duly execute and deliver such further instruments and documents and take
such further actions as the Administrative Agent may reasonably request for the
purposes of obtaining or preserving the full benefits of this Guarantee and of
the rights and powers herein granted.
12. Authority of Administrative Agent. The Guarantor acknowledges
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that the rights and responsibilities of the Administrative Agent under this
Guarantee with respect to any action taken by the Administrative Agent or the
exercise or non-exercise by the Administrative Agent of any option, right,
request, judgment or other right or remedy provided for herein or resulting
or arising out of this Guarantee shall, as among the Administrative Agent,
the Other Representatives and the Lenders, be governed by the Credit Agreement
and by such other agreements with respect thereto as may exist from time to
time among them, but, as between the Administrative Agent and the Guarantor,
the Administrative Agent shall be conclusively presumed to be acting as agent
for the Lenders with full and valid authority so to act or refrain from acting,
and the Guarantor shall not be under any obligation to make any inquiry
respecting such authority.
13. Notices. All notices, requests and demands under this
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Guarantee shall be given in accordance with Section 11.2 of the Credit
Agreement and, in the case of the Guarantor, its address or transmission number
for notices shall be as set forth under its signature below.
The Administrative Agent, each Other Representative, each Lender and
the Guarantor may change its address and transmission numbers for notices by
notice in the manner provided in Section 11.2 of the Credit Agreement.
14. Counterparts. This Guarantee may be executed on any number
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of separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the counterparts of
this Guarantee shall be lodged with the Administrative Agent.
15. Severability. Any provision of this Guarantee which is
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prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
16. Integration. This Guarantee represents the entire
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agreement of the Guarantor and the Administrative Agent with respect to the
subject matter hereof and there are no promises or representations by the
Guarantor, the Administrative Agent, any Other Representative or any Lender
relative to the subject matter hereof not reflected or referred to herein.
17. Amendments in Writing; No Waiver; Cumulative Remedies. (a) None
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of the terms or provisions of this Guarantee may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the Guarantor and the Administrative Agent in accordance with Section 11.1 of
the Credit Agreement.
(b) Neither the Administrative Agent, any Other Representative
nor any Lender shall by any act (except by a written instrument pursuant to
paragraph 17(a) hereof), delay, indulgence, omission or otherwise be deemed to
have waived any right or remedy hereunder or to have acquiesced in any Default
or Event of Default or in any breach of any of the terms and conditions hereof.
No failure to exercise, nor any delay in exercising, on the part of the
Administrative Agent, any Other Representative or any Lender, any right, power
or privilege hereunder shall operate as a waiver thereof. No single or partial
exercise of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
A waiver by the Administrative Agent, any Other Representative or any Lender of
any right or remedy hereunder on any one occasion shall not be construed as a
bar to any right or remedy which the Administrative Agent, such Other
Representative or such Lender would otherwise have on any future occasion.
(c) The rights and remedies herein provided are cumulative,
may be exercised singly or concurrently and are not exclusive of any other
rights or remedies provided by law.
18. Section Headings. The section headings used in this
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Guarantee are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation
hereof.
19. Submission To Jurisdiction; Waivers. Each party hereto
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hereby irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or
proceeding relating to this Guarantee and the other Loan Documents to
which it is a party, or for recognition and enforcement of any judgment
in respect thereof, to the non-exclusive general jurisdiction of the
Courts of the State of New York, the courts of the United States of
America for the Southern District of New York, and appellate courts
from any thereof;
(b) consents that any such action or proceeding may be brought
in such courts and waives any objection that it may now or hereafter
have to the venue of any such action or proceeding in any such court or
that such action or proceeding was brought in an inconvenient court and
agrees not to plead or claim the same;
(c) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage
prepaid, to the Guarantor, the applicable Lender, the applicable Other
Representative or the Administrative Agent, as the case may be, at the
address referred to in paragraph 13 or at such other address of which
the Administrative Agent shall have been notified pursuant thereto;
(d) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or shall
limit the right to ▇▇▇ in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any
right it may have to claim or recover in any legal action or proceeding
referred to in this paragraph any punitive damages.
20. WAIVERS OF JURY TRIAL. THE GUARANTOR HEREBY IRREVOCABLY AND
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UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR THE NOTES OR ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.
21. Acknowledgements. The Guarantor hereby acknowledges that:
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(a) it has been advised by counsel in the negotiation, execution and
delivery of this Guarantee and the other Loan Documents to which it is a
party;
(b) none of the Administrative Agent, any Other Representative nor
any Lender has any fiduciary relationship with or duty to the Guarantor
arising out of or in connection with this Guarantee or any of the other
Loan Documents, and the relationship between the Administrative Agent, the
Other Representatives and Lenders, on one hand, and the Borrower and the
Guarantor, on the other hand, in connection herewith or therewith is
solely that of debtor and creditor; and
(c) no joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Lenders or among the Borrower, the Guarantor and the
Lenders.
22. Successors and Assigns. This Guarantee shall be binding upon
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the respective successors and assigns of the Guarantor, the Administrative
Agent, the Other Representatives and the Lenders, and shall inure to the
benefit of the Administrative Agent, the Other Representatives and the Lenders
and their respective successors and assigns.
23. GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND
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CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.
IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be
duly executed and delivered by its duly authorized officer as of the day and
year first above written.
RBC HOLDING, INC.
By:________________________
Title:
Address for Notices:
RBC Holding, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Attention:
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
ACKNOWLEDGED AND AGREED AS
OF THE DATE HEREOF BY:
JPMORGAN CHASE BANK, as Administrative Agent
By:_________________________________________________
Title:___________________________________________