ANNEX A
-------
FORM OF BLOCKED ACCOUNT AGREEMENT
March , 1998
[Name of Bank]
[Address]
Re: Blocked Account Agreement
Ladies and Gentlemen:
1. We hereby notify you that we have granted a security interest
in our demand deposit account number maintained with
you (the "Bank Account") to Canadian Imperial Bank of
Commerce, as Agent, 425 Lexington Avenue, New York, New York
10021 (the "Agent").
2. We hereby irrevocably instruct you, and by your acceptance of
this Blocked Account Agreement you hereby agree, to make all
transfers of funds to be made by you after the delivery of
this Blocked Account Agreement out of or in connection with
the Bank Account in accordance with the instructions of the
Agent, subject to paragraph . If the Agent shall at any time
instruct you to make transfers of funds from the Bank
Account directly to the Agent, such transfers shall be made
to such account as the Agent shall specify maintained at
Canadian Imperial Bank of Commerce, New York, New York
10021, or otherwise in accordance with the instructions of
the Agent.
3. We also hereby notify you and agree that the Agent shall be
irrevocably entitled (until the Agent shall notify you to the
contrary) to exercise any and all rights (without notice to us
or further consent by us) in respect of or in connection with
the Bank Account including, without limitation, the right to
specify when transfers of funds are to be made out of or in
connection with the Bank Account and the withdrawal of funds
therefrom.
4. We also hereby notify you, and by your acceptance of this
Blocked Account Agreement you hereby agree, that all fees,
expenses and other charges arising out of or in connection
with the Bank Account shall remain our obligation and shall
not be an obligation of the Agent; provided that the Agent
shall
be notified by you of any default in our payment of any such
obligation and the Agent shall be entitled (but shall have no
obligation) to cure any such default within a reasonable
period of time after its receipt of such notice.
5. We also hereby notify you that in the event that any provision
of any instrument, certificate or other document delivered by
or on behalf of us in connection with the Account shall be
inconsistent with any provision of this notice, the provisions
of this notice shall govern.
6. Subject to paragraph 7, you hereby waive any right that
you may now or hereafter have to security interests, bank's
or other possessory liens, rights to offset or other claims
against the funds in the Bank Account. You agree to hold the
funds in the Bank Account as the bailee and custodian for
the benefit of the Agent, to indicate on your records the
assignment of the funds in the Bank Account in favor of the
Agent and to provide the Agent, at the request of the Agent,
with information concerning the amounts on deposit in the
Bank Account. Subject to paragraph 8, you agree not to pay
to us all or any part of the funds in the Bank Account or
any income, distributions, profits or proceeds of the funds
in the Bank Account without the prior written consent of the
Agent.
7. Notwithstanding anything contained herein to the contrary, we
agree and the Agent agrees that you shall be entitled to be
reimbursed from funds in the Bank Account for your fees
related to your services in connection with the Bank Account
and for amounts in respect of returned and otherwise
uncollected items previously credited to the Bank Account.
8. By its acknowledgment and acceptance of this Agreement, the
Agent hereby instructs you, until such instruction is
rescinded by the Agent or superseded by a different
instruction from the Agent (which instruction shall be
rescinded by the Agent only so long as an Event of Default
under the Credit Agreement to which we are a party has
occurred and is continuing), to permit us to withdraw funds
standing to the credit of the Bank Account.
- 2 -
Please acknowledge your agreement to the foregoing by signing in the
space provided below on two copies hereof sent herewith, and returning a one
such signed copy to the undersigned and another such signed copy to the Agent
Very truly yours,
[NAME OF CREDIT PARTY]
By
---------------------------
Name:
Title:
AGREED TO AND ACCEPTED:
[NAME OF BANK]
By
---------------------------
Name:
Title:
CANADIAN IMPERIAL BANK OF
COMMERCE, as Agent
By
---------------------------
Name:
Title:
- 3 -