Exhibit 10.3
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by and between
THE ▇▇▇▇▇▇▇ COMPANY
and
ROLLER BEARING COMPANY OF AMERICA, INC.
$4,800,000
California Infrastructure and Economic Development Bank
Variable Rate Demand
Industrial Development Revenue Bonds,
Series 1999
(Roller Bearing Company of America, Inc. - Santa ▇▇▇ Project)
Dated as of April 1, 1999
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THIS (this ""), dated as of
April 1, 1999, by and between ROLLER BEARING COMPANY OF AMERICA, INC., a
California corporation (the "Borrower") and THE ▇▇▇▇▇▇▇ COMPANY (the
"Remarketing Agent").
W I T N E S S E T H:
WHEREAS, the California Infrastructure and Economic Development Bank
(the "Issuer") has issued its Variable Rate Demand Industrial Development
Revenue Bonds, Series 1999 (Roller Bearing Company of America, Inc. - Santa ▇▇▇
Project) in the aggregate principal amount of $4,800,000 (the "Bonds"), pursuant
to that certain Indenture of Trust, dated as of April 1, 1999 (the "Indenture"),
by and between the Issuer and U.S. Bank Trust National Association, as trustee
(the "Trustee"); and
WHEREAS, to secure the payment of the principal of, interest on and
purchase price of the Bonds, First Union National Bank (the "Bank") has issued
its irrevocable direct pay letter of credit (the "Letter of Credit") to the
Trustee; and
WHEREAS, the Bonds are subject to purchase upon notice and delivery to
the Tender Agent (as such term is defined in the Indenture) as provided in the
Indenture; and
WHEREAS, the Remarketing Agent has been appointed (and the Remarketing
Agent by execution hereby accepts the appointment) as Remarketing Agent pursuant
to the Indenture; and
WHEREAS, the Borrower and the Remarketing Agent desire to make
additional provisions regarding the Remarketing Agent's role as Remarketing
Agent for the Bonds.
NOW, THEREFORE, for and in consideration of the covenants herein made,
the Borrower and the Remarketing Agent hereby agree as follows:
SECTION 1. DEFINITIONS. All capitalized terms used in this which are not otherwise defined herein shall have the meanings
ascribed to them in the Indenture.
SECTION 2. DUTIES.
(a) In reliance upon the representations and agreements, but
subject to the terms and conditions contained in the Indenture and in
this , the Remarketing Agent has been appointed,
and the Remarketing Agent hereby accepts such appointment, as exclusive
remarketing agent in connection with the offering and sale of the Bonds
from time to time in the secondary market subsequent to the initial
offering, issuance and sale of the Bonds.
(b) It is understood and agreed that the Remarketing Agent's
responsibilities hereunder and under the Indenture shall include (i)
exercising its best efforts in its sale of
the Bonds, (ii) effecting and processing such purchases, (iii) billing
and receiving payment of Bond purchases, (iv) causing the proceeds from
the secondary sale of the Bonds to be transferred to the Tender Agent,
(v) determining the Fixed Interest Rate and the Weekly Interest Rates,
and (vi) performing such other related functions as may be provided for
in the Indenture of the Remarketing Agent or reasonably requested by
the Borrower and agreed to by the Remarketing Agent.
(c) The obligations of the Remarketing Agent hereunder and
under the Indenture, with respect to any date on which the Bonds are to
be remarketed pursuant to this , are also subject
to the further conditions that (i) subject to the notice requirement
contained in Section 13(a) hereof relating the rights of the
Remarketing Agent to resign as Remarketing Agent hereunder, on and
prior to such date there shall not have been any change in the
ownership of the Project except as permitted pursuant to the Agreement
and the Indenture, and (ii) the Indenture, the Agreement and the Letter
of Credit shall be in full force and effect and shall not have been
amended, modified or supplemented in any way which would materially and
adversely affect the duties of the Remarketing Agent, except as may
have been agreed to in writing by the Remarketing Agent, and there
shall be in full force and effect such additional resolutions,
agreements, certificates (including such certificates as may be
required by regulations for the Internal Revenue Service in order to
establish or preserve the tax-exempt character of interest on the
Bonds) and opinions, which resolutions, agreements, certificates and
opinions shall be reasonably satisfactory in form and substance to the
Trustee, to the Issuer, to the Bank and to counsel for the Remarketing
Agent.
The Remarketing Agent shall perform the duties specified as Remarketing
Agent under the Indenture and this . In acting as
Remarketing Agent, the Remarketing Agent will act as agent and not as principal
except as expressly provided in this Section.
SECTION 3. DISCLOSURE STATEMENT.
(a) If the Remarketing Agent reasonably determines that it is
necessary or desirable to amend or supplement the Official Statement
(as defined below) or to use a new disclosure statement ("Disclosure
Statement") in connection with its offering of the Bonds, the
Remarketing Agent will notify the Borrower and the Borrower will
provide, or cause to be provided to, the Remarketing Agent an amendment
or supplement to the Official Statement or a new Disclosure Statement
reasonably satisfactory to the Remarketing Agent and its counsel with
respect to the Bonds. The Borrower will supply, or cause to be supplied
to, the Remarketing Agent such number of copies of the amendment or
supplement to the Official Statement or the new Disclosure Statement
and documents related thereto as the Remarketing Agent may reasonably
request from time to time and will amend or supplement the Official
Statement or the Disclosure Statement so that at all times the Official
Statement or the Disclosure Statement and any documents related thereto
will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements in such
documents, in the light of the circumstances under which they were
made, not misleading. In addition, the Borrower
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will take all steps reasonably requested by the Remarketing Agent which
the Remarketing Agent or its counsel may consider necessary or
desirable to register the sale of the Bonds by the Remarketing Agent
under any Federal or state securities law or to qualify the Indenture
under the Trust Indenture Act of 1939, as amended and as then in effect
(the "Trust Indenture Act"), and will provide the Remarketing Agent
such officers' certificates, counsel opinions, accountants' letters and
other documents as may be customary in similar transactions. If the
Borrower does not perform its obligations under this Section, the
Remarketing Agent may immediately cease to remarket the Bonds and, in
such event, shall resign as Remarketing Agent as provided herein.
(b) The Issuer has previously prepared and delivered to the
Remarketing Agent a copy of the Official Statement, dated April 29,
1999 (the "Official Statement"), including financial and other
information in respect of the Issuer, the Borrower and the Bank. The
Issuer has authorized the use by the Remarketing Agent of the Official
Statement in connection with the remarketing of Bonds.
SECTION 4. REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE
REMARKETING AGENT. The Remarketing Agent, by its acceptance hereof, represents,
warrants, covenants and agrees with the Borrower as follows:
(a) It is a member of the National Association of Securities
Dealers, Inc. and otherwise meets the requirements for the Remarketing
Agent set forth in the Indenture, is authorized by law to perform all
duties imposed upon it by the Indenture and this
and has full power and authority to take all actions required or
permitted to be taken by the Remarketing Agent hereunder and under the
Indenture.
(b) The execution and delivery of this
and the consummation of the transactions contemplated herein and in the
Indenture will not conflict with or constitute on the part of the
Remarketing Agent a breach of or default under its charter documents,
its bylaws, or any statute, indenture, mortgage, deed of trust, lease,
note agreement or other agreement or instrument to which the
Remarketing Agent is a party or by which it or its properties are
bound, or any order, rule or regulation of any court or governmental
agency or body having jurisdiction over the Remarketing Agent or any of
its activities or properties.
(c) This Remarketing Agreement has been duly authorized,
executed and delivered by the Remarketing Agent and this Remarketing
Agreement is a valid and binding obligation of the Remarketing Agent
enforceable in accordance with its terms.
(d) The Remarketing Agent shall use its best efforts to
remarket the Bonds pursuant to this Remarketing Agreement and the
Indenture.
SECTION 5. REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE
BORROWER. The representations, warranties and agreements of the Borrower set
forth in the Letter of Representation, dated April 29, 1999, from the Borrower
to The ▇▇▇▇▇▇▇ Company, as the underwriter of the Bonds, the Issuer and the
Treasurer of the State of California attached to
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the Purchase Contract are hereby incorporated herein as being made to the
Remarketing Agent as of the date hereof.
SECTION 6. CONDITIONS TO REMARKETING AGENT'S OBLIGATIONS. The
obligations of the Remarketing Agent under this Remarketing Agreement have been
undertaken in reliance on, and shall be subject to, the due performance by the
Borrower of its obligations and agreements to be performed hereunder and to the
accuracy of and compliance with the representations, warranties, covenants and
agreements of the Borrower contained herein, on and as of the date of delivery
of this Remarketing Agreement. The obligations of the Remarketing Agent on and
as of each date on which Bonds are to be offered and sold pursuant to this
Remarketing Agreement are also subject to the following further conditions:
(a) Each of the Indenture, the Agreement, the Letter of
Credit, the Credit Agreement and all other documents and agreements
referenced in the Indenture or relating to the Bonds shall be in full
force and effect and shall not have been amended, modified or
supplemented in any way which would materially and adversely affect the
Bonds, except as may have been agreed to in writing by the Remarketing
Agent, and there shall be in full force and effect such additional
resolutions, agreements, certificates and opinions, which resolutions,
agreements, certificates and opinions shall be satisfactory in form and
substance to the Remarketing Agent; and
(b) No Event of Default shall have occurred and be continuing
and no event shall have occurred and be continuing which, with the
passage of time or the giving of notice or both, would constitute such
an Event of Default.
SECTION 7. INDEMNIFICATION AND CONTRIBUTION.
(a) To the extent permitted by law, the Borrower will
indemnify and hold harmless the Remarketing Agent, each of its
directors, officers and employees and each person who controls the
Remarketing Agent within the meaning of Section 15 of the Securities
Act of 1933, as amended (herein called the "Securities Act" and any
such person being herein sometimes called an "Indemnified Party"),
against any and all losses, claims, damages or liabilities, joint or
several, to which such Indemnified Party may become subject under any
statute or at law or in equity or otherwise, and shall reimburse any
such Indemnified Party for any legal or other expenses incurred by it
in connection with investigating any claims against it and defending
any actions, but only to the extent that such losses, claims, damages,
liabilities or actions arise out of or are based upon (i) an allegation
or determination that the Bonds or the Letter of Credit should have
been registered under the Securities Act or the Indenture should have
been qualified under the Trust Indenture Act, or (ii) any untrue
statement or alleged untrue statement of a material fact as to the
Borrower or the Project contained in the Official Statement or any
Disclosure Statement or any amendment thereof or supplement thereto, or
the omission or alleged omission to state therein a material fact as to
the Borrower or the Project necessary to make the statements therein
not misleading, but the Borrower shall not be liable in any such case
to the extent that any such loss, claim, damage, liability or action
arises out of, or is based upon, any such untrue statement or alleged
untrue statement or
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omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Borrower or the
Issuer by the Remarketing Agent specifically for use in connection with
the preparation thereof, or if the person asserting any such loss,
claim, damage or liability purchased Bonds from the Remarketing Agent,
if delivery to such person of the Official Statement or the Disclosure
Statement or any amendment or supplement to it would have been a valid
defense to the action from which such loss, claim, damage or liability
arose and if the same was not delivered to such person by or on behalf
of the Remarketing Agent. This indemnity agreement shall not be
construed as a limitation on any other liability which the Borrower may
otherwise have to any Indemnified Party. The Remarketing Agent may, in
its sole discretion, pursue any rights it may have against any party
other than the Borrower to recover any losses, damages or liabilities
covered by this Section 7(a); provided, however, that the Borrower's
liability under this Section 7(a) shall not be limited by the
availability of such rights or the Remarketing Agent's actions with
respect to such rights.
(b) An Indemnified Party shall, promptly after the receipt of
notice of the commencement of any action against such Indemnified Party
in respect of which indemnification may be sought against the Borrower
(the "Indemnifying Party"), notify the Indemnifying Party in writing of
the commencement thereof. In case any such action shall be brought
against an Indemnified Party and such Indemnified Party shall notify
the Indemnifying Party, the Indemnifying Party may, or if so requested
by such Indemnified Party shall, participate therein or assume the
defense thereof, with counsel reasonably satisfactory to such
Indemnified Party, and after notice from the Indemnifying Party to such
Indemnified Party of an election so as to assume the defense thereof,
such Indemnified Party shall reasonably cooperate in the defense
thereof, including without limitation, the settlement of outstanding
claims, and the Indemnifying Party will not be liable to such
Indemnified Party under this Section 7 for any legal or other expenses
subsequently incurred by such Indemnified Party in connection with the
defense thereof other than reasonable costs of investigation incurred
with the consent of the Indemnifying Party, which consent shall not be
unreasonably withheld; provided, however, that unless and until the
Indemnifying Party assumes the defense of any such action at the
request of such Indemnified Party, the Indemnifying Party shall have
the right to participate at its own expense in the defense of any such
action. If the Indemnifying Party shall not have employed counsel to
have charge of the defense of any such action or if any Indemnified
Party shall have reasonably concluded that there may be defenses
available to it or them which are different from or additional to those
available to the Indemnifying Party (in which case the Indemnifying
Party shall not have the right to direct the defense of such action on
behalf of such Indemnified Party), legal and other expenses incurred by
such Indemnified Party shall be borne by the Indemnifying Party. Any
obligation under this Section of an Indemnifying Party to reimburse an
Indemnified Party for expenses includes the obligation to make advances
to the Indemnified Party to cover such expenses in reasonable amounts
and at reasonable periodic intervals not more often than monthly as
requested by the Indemnified Party. Notwithstanding the foregoing, the
Indemnifying Party shall not be liable for any settlement of any action
or claim effected without its consent, which consent shall not be
unreasonably withheld.
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(c) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph
(a) of this Section is due in accordance with its terms but is for any
reason held by a court to be unavailable from the Borrower on grounds
of public policy or otherwise, the Borrower and the Remarketing Agent
shall contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending same) to which the Borrower
and the Remarketing Agent may be subject (i) in such proportion as is
appropriate to reflect the relative benefits received by the Borrower
on the one hand and the Remarketing Agent on the other from the
remarketing of the Bonds or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the Borrower and the
Remarketing Agent in connection with the failure to register or qualify
certain instruments as described in Section 7(a)(i) or in connection
with the statements or omissions which resulted in such losses, claims,
damages or liabilities, as well as any other relevant considerations.
The relative benefits received by the Borrower on the one hand and the
Remarketing Agent on the other shall be deemed to be in the same
proportion as the aggregate principal amount of the Bonds remarketed
pursuant to this Remarketing Agreement bear to the total remarketing
fees received by the Remarketing Agent. The relative fault of the
Borrower on the one hand and of the Remarketing Agent on the other
shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission
or alleged omission to state a material fact relates to information
supplied by the Borrower or by the Remarketing Agent and the parties'
relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission; provided, however, in
the case of an allegation or determination that the Bonds or the Letter
of Credit should have been registered under the Securities Act or the
Indenture should have been qualified under the Trust Indenture Act, the
fault shall be deemed to be entirely that of the Borrower. The amount
paid or payable by a party as a result of the losses, claims, damages
and liabilities referred to above shall be deemed to include any legal
or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim.
(d) The Borrower and the Remarketing Agent agree that it would
not be just and equitable if contribution pursuant to this Section 7
were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations
referred to in the immediately preceding paragraph. Notwithstanding the
provisions of this Section 7, the Remarketing Agent shall not be
required to contribute any amount in excess of the remarketing fee
applicable to the Bonds remarketed pursuant to this Remarketing
Agreement. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who is not guilty of such fraudulent
misrepresentation.
(e) For purposes of this Section 7, each person who controls
the Remarketing Agent within the meaning of Section 15 of the
Securities Act shall have the same rights
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as the Remarketing Agent. Any party entitled to contribution shall,
promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for
contribution may be made against another party or parties under
paragraph (d), notify such party or parties from whom contribution may
be sought, but the omission so to notify such party or parties shall
not relieve the party or parties from whom contribution may be sought
from any other obligation it or they may have hereunder or otherwise
than under paragraph (d) above.
SECTION 8. FEES AND EXPENSES. In consideration of the Remarketing
Agent's services under this Remarketing Agreement, the Borrower will pay the
Remarketing Agent an annual amount equal to an aggregate of 1/8 of 1.0% of the
aggregate principal amount of Bonds outstanding under the Indenture, payable
quarterly in arrears on January 1, April 1, July 1 and October 1, commencing on
July 1, 1999 and computed on the basis of the actual number of days elapsed
during such calculation period and the aggregate principal amount of the Bonds
outstanding during such calculation period. The Borrower also will pay all
expenses in connection with the preparation of any amendment or supplement to
the Official Statement or the Disclosure Statement, the registration of the
Bonds and any other documents relating to the Bonds required to comply with
applicable securities laws or required to comply with the Trust Indenture Act
and will reimburse the Remarketing Agent for all of its reasonable direct
out-of-pocket expenses incurred by it as Remarketing Agent under this
Remarketing Agreement and the Indenture, including counsel fees and
disbursements.
SECTION 9. DEALING IN BONDS BY THE TRUSTEE, THE PAYING AGENT, THE
TENDER AGENT, THE BANK, AND THE REMARKETING AGENT. The Trustee, the Paying
Agent, the Tender Agent, the Bank, or the Remarketing Agent, in its individual
capacity, may in good faith buy, sell, own, hold and deal in any of the Bonds,
and may join in any action which Bond owners may be entitled to take with like
effect as if it did not act in any capacity hereunder. The Trustee, the Paying
Agent, the Tender Agent, the Bank, or the Remarketing Agent, in its individual
capacity, either as principal or agent, may also engage in or be interested in
any financial or other transaction with the Issuer, and may act as depositary,
trustee or agent for other obligations of the Issuer as freely as if it did not
act in any capacity hereunder.
SECTION 10. INTENTION OF PARTIES. It is the intention of the parties
hereto that no purchase, sale or transfer of any Bonds, as herein and in the
Indenture provided, shall constitute or be construed to be extinguishment of any
Bonds or the indebtedness represented thereby or the reissuance of any Bonds.
SECTION 11. FAILS. The Remarketing Agent will not be liable to the
Issuer, the Borrower, the Trustee, the Tender Agent, or the Bank on account of
the failure of any person to whom the Remarketing Agent has sold a Bond to pay
for such Bond or to deliver any document in respect of the sale, except to the
extent of its willful misconduct or negligence. It is understood and agreed that
the Remarketing Agent shall not be obligated to advance its own funds to
purchase, or to effect the purchase of, any Bonds.
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SECTION 12. REMARKETING AGENT'S PERFORMANCE.
(a) The duties and obligations of the Remarketing Agent as
Remarketing Agent shall be determined solely by the express provisions
of this Remarketing Agreement and the Indenture, and the Remarketing
Agent shall not be responsible for the performance of any duties and
obligations other than as are specifically set forth in this
Remarketing Agreement and the Indenture, and no implied covenants or
obligations shall be read into this Remarketing Agreement or the
Indenture against the Remarketing Agent.
(b) The Remarketing Agent may conclusively rely upon any
notice or document given or furnished to the Remarketing Agent and
conforming to the requirements of this Remarketing Agreement or the
Indenture and shall be protected in acting upon any such notice or
document reasonably believed by it to be genuine and to have been
given, signed or presented by the proper party or parties.
(c) The Remarketing Agent shall not be liable for any actions
taken or omitted to be taken pursuant to this Remarketing Agreement,
except for its own negligence or willful misconduct.
SECTION 13. TERMINATION.
(a) This Remarketing Agreement will terminate automatically at
such time as all of the Bonds have been paid or deemed paid under the
Indenture and upon the effective resignation or removal of the
Remarketing Agent as Remarketing Agent in accordance with the
Indenture. The Remarketing Agent will resign as Remarketing Agent under
the Remarketing Agreement if requested to do so by the Borrower and the
Issuer in writing and may resign at any time upon forty-five (45) days'
written notice delivered to the Issuer, the Borrower, the Tender Agent,
the Bank, the Trustee, Standard & Poor's Ratings Services and ▇▇▇▇▇'▇
Investors Service, to the extent each such rating agency is then rating
the Bonds.
(b) In addition to the provisions of paragraph (a) of this
Section, the Remarketing Agent may terminate its obligations under this
Remarketing Agreement at any time upon forty-five (45) days' written
notice to the Borrower in writing or by telegram, telex or other
electronic communications of its election so to do, if:
(i) Legislation shall be favorably reported,
recommended by committee or enacted by the Congress or adopted
by either House thereof or a decision by a Court of the United
States of America or the United States Tax Court shall be
rendered, or a ruling, regulation or official statement by or
on behalf of the Treasury Department of the United States of
America, the Internal Revenue Service or other governmental
agency shall be made, with respect to federal taxation of
receipts, revenues or other income of the general character
expected to be derived by the Issuer or of interest received
on bonds of the general character of the Bonds or which would
have the effect of changing directly or
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indirectly the federal income tax consequences of interest on
bonds of the general character of the Bonds in the hands of
the holders thereof, which, in the opinion of the Remarketing
Agent, materially adversely affects the market price of the
Bonds;
(ii) Legislation shall be introduced by committee, by
amendment or otherwise, in, or be enacted by, the House of
Representatives or the Senate of the Congress of the United
States, or a decision by a court of the United States shall be
rendered, or a stop order, ruling, regulation or official
statement by, or on behalf of, the United States Securities
and Exchange Commission or other governmental agency having
jurisdiction of the subject matter shall be made or proposed,
to the effect that the offering or sale of obligations of the
general character of the Bonds, as contemplated hereby, is or
would be in violation of any provision of the Securities Act,
or the Securities Exchange Act of 1934, as amended and as then
in effect, or the Trust Indenture Act, or with the purpose or
effect of otherwise prohibiting the offering or sale of
obligations of the general character of the Bonds, or the
Bonds, as contemplated hereby;
(iii) Any information shall have become known, which,
in the Remarketing Agent's reasonable opinion, makes untrue,
incorrect or misleading in any material respect any statement
or information contained in the Official Statement or a
Disclosure Statement, as the information contained therein has
been supplemented or amended by other information, as of the
date furnished or supplemented to the Remarketing Agent in
accordance with Section 3 hereof, or causes the Official
Statement or the Disclosure Statement, as so supplemented or
amended, to contain an untrue, incorrect or misleading
statement of a material fact or to omit to state a material
fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under
which they were made, not misleading;
(iv) Except as provided in clause (i) hereof, any
legislation, resolution, ordinance, rule or regulation shall
be introduced in, or be enacted by, any governmental body,
department or agency of the United States or the State of
California shall be rendered which, in the Remarketing Agent's
reasonable opinion, materially adversely affects the
marketability of the Bonds;
(v) Additional material restrictions not in force as
of the date hereof shall have been imposed upon trading in
securities generally by any governmental authority or by any
national securities exchange;
(vi) Any governmental authority shall impose, as to
the Bonds, or obligations of the general character of the
Bonds, any material restrictions not now in force, or increase
materially those now in force;
(vii) A general banking moratorium shall have been
established by federal, New York or California authorities;
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(viii) Any rating of the Bonds shall have been
downgraded or withdrawn by a national rating service, which,
in the Remarketing Agent's reasonable opinion, materially
adversely affects the marketability of the Bonds;
(ix) A war involving the United States shall have
been declared, or any existing conflict involving the armed
forces of the United States shall have escalated, or any other
national emergency relating to the effective operation of
government or the financial community shall have occurred,
which, in the Remarketing Agent's reasonable opinion,
materially adversely affects the marketability of the Bonds;
(x) An event, including, without limitation, the
bankruptcy or default of any other issuer of or obligor on
obligations of the general character of the Bonds or on
similar commercial paper, shall have occurred which, in the
opinion of the Remarketing Agent, makes the marketability of
obligations of the general character of the Bonds impossible
over an extended period of time.
The provisions of Section 7 shall survive the termination of this
Remarketing Agreement and the payment or defeasance of the Bonds.
SECTION 14. MISCELLANEOUS.
(a) All notices, certificates, or other communications given
hereunder shall be deemed sufficiently given on (a) the day such
notices, certificates or other communications are received when sent by
personal delivery, including tested telex or facsimile communication,
or (b) the third day following the day on which the same have been
mailed by first class, postage prepaid, addressed to the Issuer, the
Borrower, the Trustee, the Tender Agent or the Bank, as the case may
be, at the address set forth for such party below. A duplicate copy of
each notice, certificate, or other communication given hereunder by
either the Issuer or the Borrower to the other shall also be given to
the Trustee, the Tender Agent, Borrower's counsel and the Bank. The
Issuer, the Borrower, the Trustee, the Tender Agent and the Bank may,
by notice given hereunder, designate any different addresses to which
subsequent notices, certificates, or other communications shall be
sent.
If to the Remarketing Agent: The ▇▇▇▇▇▇▇ Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Director of Public Finance
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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If to the Issuer: California Infrastructure and Economic
Development Bank
▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Bond Manager
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Borrower: Roller Bearing Company of America, Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Trustee U.S. Bank Trust National Association
or Tender Agent: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Department
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Bank: First Union National Bank
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Credit Suisse First Boston
11 Madison Avenue, 13th Floor
New York, New York 10010
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(b) This Remarketing Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors
and assigns. The terms "successors" and "assigns" shall not include any
purchaser of any of the Bonds merely because of such purchase.
(c) All of the representations, warranties and covenants made
in this Remarketing Agreement shall remain operative and in full force
and effect, regardless of (i) any investigation made by or on behalf of
any party hereto, (ii) delivery of and any payment for any Bonds
hereunder, or (iii) termination or cancellation of this Remarketing
Agreement.
11
(d) Section headings have been inserted in this Remarketing
Agreement as a matter of convenience of reference only, and it is
agreed that such section headings are not a part of this Remarketing
Agreement and will not be used in the interpretation of any provisions
of this Remarketing Agreement.
(e) If any provision of this Remarketing Agreement shall be
held or deemed to be or shall, in fact, be invalid, inoperative or
unenforceable as applied in any particular case in any jurisdiction or
jurisdictions, or in all jurisdictions because it conflicts with any
provisions of any constitution, statute, rule or public policy, or any
other reason, such circumstances shall not have the effect of rendering
the provisions in question invalid, inoperative or unenforceable in any
other case or circumstance, or of rendering any other provisions of
this Remarketing Agreement invalid, inoperative or unenforceable to any
extent whatsoever.
(f) This Remarketing Agreement may be executed in several
counterparts, each of which shall be regarded as an original and all of
which shall constitute one and the same document.
(g) The terms of this Remarketing Agreement shall not be
waived, altered, modified, amended or supplemented in any manner
whatsoever except by written instrument signed by all of the parties
hereto.
(h) This Remarketing Agreement shall be governed by and
construed in accordance with the laws of the State of California.
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IN WITNESS WHEREOF, the Remarketing Agent and the Borrower have caused
this Remarketing Agreement to be signed in their names by the undersigned
officers, thereunto duly authorized, all as of the day and year first above
written.
THE ▇▇▇▇▇▇▇ COMPANY
By
---------------------------------------
Managing Director
ROLLER BEARING COMPANY OF AMERICA, INC.
By
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Executive Vice
President
[Signature Page to Remarketing Agreement]
