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Case 10-31607...

Filed 11/08/10 Entered 11/08/10 16 53 44 A - Part 4 Page 1 of 50...

Desc Exhibit...

EXHIBIT C - 5 TO THE ABB AND NON-DEBTOR AFFILIATE SETTLEMENT AGREEMEN T...

ABB OIL & GAS GUARANT Y...

(In Substantially The Form Attached Hereto)...

Case 10-31607...

Filed 11/08/10 Entered 11/08/10 16 53 44 A - Part 4 Page 2 of 50...

ABB HOLD IN GS INC . GUARANTY ($350,000,000 NOTE )...

This ABB HOLDINGS INC . GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this "Guaranty") is made as of the , by ABB Holdings Inc ., a Delaware corporation (the "Guarantor") in favor of COMBUSTION ENGINEERING, INC . 524(8) ASBESTOS PI TRUST, (the "Asbestos PI Trust") a trust established pursuant to the Plan pursuant to 524(8) of Title 11 of the United States Code (I1 U .S .C . 101 et seq .) (the Bankruptcy Code") . This Guaranty constitutes one of the "Guaranties" described and defined in the Note (as defined below) and is effective as of the Effective Date . WITNESSET H WHEREAS, the Guarantor has agreed to guarantee the obligations of ABB Ltd and ABB Inc . (together, the "Makers"), to make payments pursuant to the Promissory Note with a principal amount of up to $350,000,000 (the "Note") made by the Makers in favor of the Asbestos PI Trust on the date hereof, an d WHEREAS, the Makers are affiliates of the Guarantor and the Makers and the Guarantor will benefit from the Plan and the consummation of the transactions contemplated thereby, including the making of the Note . NOW THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows 1 . Definitions . As used in this Guaranty, the following terms shall have the following meanings "ABB Inc." means ABB Inc ., a corporation organized pursuant to the laws of Delaware . "ABB Ltd" means ABB Ltd, a Swiss corporation . "Consolidated Net Worth" of any Entity means, as of any date of determination, the sum of all items which pursuant to the generally accepted accounting principles then applicable to the relevant Entity are included in shareholders' or owners' equity on a consolidated balance sheet of such Entity and its Subsidiaries as of such date . "Effective Date" has the meaning set forth in the Glossary . "Entity" has the meaning set forth in the Glossary . "Glossa...

Document Keywords

Declaration of Hon. Ken M. Kawaichi, Ret. in Support of the Combustion Engineering 524(g) Asbestos PI Trust to the Motion of the Debtors for an Order, Pursuant to Bankruptcy Rule 2004 Directing Production of Data by Claims Processing Facilities and Asbest asbestos pleadings garlock 695

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