EXHIBIT 10(b)
ELECTRIC RATE STABILIZATION BOND PROGRAM
GUARANTY AGREEMENT
This Guaranty Agreement dated as of June 1, 1998, (the "Guaranty") is
given by BANGOR HYDRO-ELECTRIC COMPANY, a corporation organized and existing
under the laws of the State of Maine (the "Guarantor") to THE CHASE MANHATTAN
BANK, as Trustee (the "Trustee").
WHEREAS, the Authority has agreed with Penobscot Energy Recovery
Company, Limited Partnership (the "Borrower") to issue its Series 1998
Electric Rate Stabilization Revenue Refunding Bonds, Series 1998A and Series
1998B (Penobscot Energy Recovery Company, LP) in the aggregate principal
amount of $44,995,000 (the "1998 Bonds"), which will contemporaneously
herewith be issued to finance a loan (the "Loan") from the Finance Authority
of Maine (the "Authority") to the "Borrower" pursuant to a Loan Agreement
dated as of June 1, 1998 (the "Agreement"); and
WHEREAS, the Agreement will be assigned by the Authority to the Trustee
(except for certain Unassigned Issuers Rights and Shared Rights as defined
therein), contemporaneously with the execution thereof; and
WHEREAS, the obligation of the Borrower to the Authority pursuant to the
Agreement is evidenced by a promissory note of the Borrower to the Authority
(the "Loan Note"); and
WHEREAS, the Trustee has entered into a Trust Indenture with the
Authority dated as of June 1, 1998 (the "Indenture"); and
WHEREAS, in order to induce the Authority to make the Loan to the
Borrower, the Guarantor is prepared to guarantee the payment and performance
when due of the obligations of the Borrower to the Authority under the Loan
Agreement; and
WHEREAS, the Guarantor acknowledges that it will be benefited by the
Authority making the Loan to the Borrower, which benefits include, inter
alia, the reduction in certain payments required to be made by the Guarantor
to the Borrower pursuant to a certain Power Purchase Agreement dated June 21,
1984 as amended by Amendment No. 1 dated as of March 29, 1986, as further
amended by Amendment No. 2 to the Power Purchase Agreement which will be
executed and delivered by the parties thereto contemporaneously herewith (as
so amended, the "Power Purchase Agreement"); and
WHEREAS, for the purpose of providing security for the payment of the
Loan Note and other sums provided for in the Agreement, the Guarantor hereby
agrees to guaranty the prompt and punctual payment of the Loan and other
sums, as more fully set forth herein; and
WHEREAS, Guarantor has agreed to certain terms and conditions set forth
in the Commitment Letter dated December 16, 1997, as amended by Amendment to
Commitment Letter dated March 26, 1998, and which are further set forth in
the Indenture, which terms and conditions include the Guarantor funding a
capital reserve fund for benefit of the 1998 Bonds and, in the event of the
enforcement of the Guaranty, the provision of additional funds as provided in
Article V of the Indenture, a copy of which Article V is attached hereto as
Exhibit A.
NOW, THEREFORE, in consideration of the premises and in order to induce
the Authority to issue the 1998 Bonds and make the Loan, the Guarantor hereby
covenants and agrees with the Trustee as follows:
ARTICLE I
REPRESENTATIONS AND WARRANTIES
Section 1.1. Representations and Warranties. The Guarantor hereby
represents and warrants as follows:
(1) The Guarantor is a corporation duly organized, validly existing and
in good standing under the laws of the State of Maine, has the corporate
power and authority to own its property and assets, to carry on its business
as now being conducted by it and to execute, deliver and perform this
Guaranty. The Guarantor is duly qualified to do business in every
jurisdiction, in which such qualification is necessary, including the State
of Maine.
(2) The execution, delivery and performance of this Guaranty and the
consummation of the transactions herein contemplated have been duly
authorized by all requisite corporate action on the part of the Guarantor and
will not violate any provision of law, any order of any court or other agency
of government or the certificate of incorporation or bylaws of the Guarantor,
or any material provision of any indenture, agreement or other instrument to
which the Guarantor is a party or by which it or any of its property is
bound, or be in conflict with or result in a breach of or constitute (with
due notice and/or lapse of time) a default under any such indenture,
agreement or other instrument for which a waiver has not been obtained.
(3) The acceptance by the Guarantor of its obligations hereunder will
result in a material financial benefit to the Guarantor.
(4) This Guaranty and the Power Purchase Agreement constitute valid and
legally binding obligations of the Guarantor, enforceable in accordance with
their terms.
(5) There is no action or proceeding pending or to the knowledge of the
Guarantor, threatened against the Guarantor before any court or
administrative agency that which, if determined adversely to the Guarantor
would materially adversely affect the ability of the Guarantor to perform its
obligations hereunder, except as may be disclosed in its filings with the
Securities and Exchange Commission.
(6) The Guarantor has obtained all authorizations, approvals or other
actions required by any governmental authority or regulatory body which is
required for due execution, delivery and performance by the Guarantor of this
Guaranty and the Power Purchase Agreement.
(7) The Guarantor has fulfilled its obligations under the minimum
funding standards of ERISA with respect to any employee pension benefit plan
which is covered by Title 4 of ERISA, which is the subject of the minimum
funding standard under Section 412 of the Internal Revenue Code, and as to
which the Guarantor may have liability (or with respect to a multi-employer
Plan has made all required contributions) and is in compliance in all
material respects with applicable provisions of ERISA.
ARTICLE II
COVENANTS AND AGREEMENTS
Section 2.1. The Guaranty.
(A) The Guarantor hereby unconditionally guaranties to the Trustee for the
benefit of the holder of the 1998 Bonds and to and for the benefit of the
Authority as holder of the Loan Note to the extent of this Guaranty, as
limited by Section 2.1(C) hereof, the full and prompt payment of the
principal of and interest on the 1998 Bonds and all other sums due and
payable whether by acceleration or otherwise, when and as the same shall
become due, whether by demand or at the stated maturity thereof, by
acceleration or otherwise (the "Obligation").
(B) The Guarantor hereby expressly acknowledges and agrees to the terms of
Article V of the Indenture, which terms are incorporated herein to the extent
such terms affect or create obligation of the Guarantor to pay the obligation
and creates rights of the Trustee to enforce this Guaranty.
(C) The Guarantor further agrees that each of its undertakings in subsection
2.1(A) and 2.1(B) above constitutes an absolute, unconditional, present and
continuing guaranty provided, however, that the obligation of the Guarantor
to pay such Obligation shall be limited to the highest possible debt service
payable on the 1998 Bonds in such Bond Year, including principal, interest
and applicable fees and costs, which amount may be reimbursed pursuant to the
terms of Section 5.03(9) and Section 5.11 of the Indenture and if so
reimbursed, the amount covered by its Guaranty may subsequently be drawn
again. The Guarantor waives any right to require that any resort be had by
the Trustee to (i) any particular security or other Guaranty held by the
Authority or the Trustee (except as otherwise provided in the Indenture) or
(ii) the performance of any obligation of the Authority or Trustee under the
Indenture.
(D) If the Borrower shall default in payment of the Obligation, the
Guarantor, upon demand by the Trustee without notice other than such demand
and without the necessity of further action on their respective parts, or
Guarantor's successors or assigns, as the case may be, will promptly and
fully comply with the efforts of the Trustee to enforce this Guaranty. The
Guarantor will pay all reasonable costs and expenses, including attorneys'
fees, paid or incurred by the Trustee in connection with the enforcement of
the obligations of the Guarantor under this Guaranty. All payments by the
Guarantor shall be made in any coin or currency of the United States of
America which on the respective dates of payment thereof is legal tender for
the payment of public and private debts within two (2) Business Days of
receipt of demand from the Trustee.
Section 2.2. Absolute and Unconditional Guaranty. The obligations of
the Guarantor under this Guaranty are absolute and unconditional and shall
remain in full force and effect until every payment, obligation or liability
guaranteed hereunder shall have been fully and finally paid, and, to the
extent permitted by law, such obligations shall not be affected, modified,
released, or impaired by any state of facts or the happening from time to
time of any event including, without limitation, any of the following,
whether or not with notice to, or the consent of, the Guarantor:
(1) the termination, cancellation, invalidity, irregularity, illegality
or unenforceability of, or any defect in, the Indenture, any of the 1998
Bonds, this Guaranty, the Power Purchase Agreement, the Agreement, the Loan
Note or any other Financing Documents;
(2) the compromise, settlement, release, extension, indulgence, change,
modification or termination of any or all of the obligations, covenants or
agreements of the Agreement, the Loan Note, the Indenture, the 1998 Bonds,
the Power Purchase Agreement, any other guaranties, or any other Financing
Documents;
(3) the failure to give notice to the Guarantor of the occurrence of
any Event of Default under the terms and provisions of this Guaranty, the
Indenture, the Agreement, the Power Purchase Agreement, the Loan Note or any
other Financing Documents;
(4) the waiver of the payment, performance or observance by the
Authority or the Trustee of any of the obligations, conditions, covenants or
agreements of any or all of them contained in this Guaranty, the Indenture,
the 1998 Bonds, the Agreement, the Loan Note or any other Financing Documents
by the Authority or the Trustee, as the case may be;
(5) the extension of the time for payment of the principal of, premium
if any, or interest on the 1998 Bonds or the principal of, or interest on the
1998 Bonds or any other amounts that are due or may become due under the
Financing Documents or of the time for performance of any other obligations,
covenants or agreements under or arising out of the Financing Documents;
(6) the modification or amendment (whether material or otherwise) of
any duty, obligation, covenant or agreement set forth in the Indenture, the
1998 Bonds, or any of the Financing Documents;
(7) any failure, omission, delay or lack thereof on the part of the
Authority or the Trustee to assert or exercise any right, power or remedy
conferred on either of them in the Indenture, the 1998 Bonds, this Guaranty,
the Agreement, or any other Financing Documents;
(8) the voluntary or involuntary liquidation, dissolution, merger,
consolidation, sale or other disposition of all or substantially all the
assets, marshalling of assets and liabilities, receivership, insolvency,
bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition with creditors, or other similar proceedings
affecting the Guarantor, any other guarantors, or the Borrower, the
Authority or the Trustee, or any or all of the assets of any of them, or any
allegation or contest of the validity of the Indenture, the 1998 Bonds, or
any of the Financing Documents, including this Guaranty, in any such
proceeding; it is specifically understood, consented and agreed to that this
Guaranty shall remain and continue in full force and effect and shall be
enforceable against the Guarantor to the same extent and with the same force
and effect as if such proceedings had not been instituted; and it is the
intent and purpose of this Guaranty that the Guarantor shall and does hereby
waive all rights and benefits which might accrue to the Guarantor by reason
of any such proceedings, and without limiting the generality of the
foregoing, it is further the intent and purpose of this Guaranty that the
liability of the Guarantor shall not be in any way limited by the filing of
any bankruptcy involving the Borrower, but rather shall in all respects
continue and extend to include, by way of example and not limitation, post-
filing interests and costs, including reasonable attorney's fees;
(9) to the extent permitted by law, the release or discharge of the
Guarantor from the performance or observance of any obligation, covenant or
agreement contained in this Guaranty by operation of law or the addition or
release of any other guarantor;
(10) the default or failure of any other guarantor fully to perform any
of its obligations set forth in any other guaranty;
(11) any release, substitution, replacement, destruction, loss or
impairment of the security pledged under the Financing Documents;
(12) any failure of the Authority or the Trustee to mitigate damages
resulting from any default by the Borrower under the Financing Documents;
(13) any other circumstances which might otherwise constitute a legal or
equitable discharge or defense of a surety or a guarantor; or
(14) any other act of commission or omission or any other occurrence
whatsoever, whether similar or dissimilar to the foregoing.
Section 2.3. [Reserved]
Section 2.4. Corporation. Guarantor covenants and agrees that there
shall be no amendments or changes to the Articles of Incorporation or other
charter forming Guarantor, a corporation, or the Bylaws governing its
operation, which will in any manner affect the Financing Documents.
Section 2.5. Good Standing. The Guarantor warrants that it is and
will be during the term of this Agreement incorporated and in good standing
under the laws of the State.
Section 2.6. Indemnification Covenants.
(A) The Guarantor agrees to protect, defend and hold harmless the Authority
and its officers, members, directors, agents, servants and employees (each an
"Indemnified Party") from any claim, demand, suit or action or other
proceeding whatsoever by any person or entity whatsoever, arising or
purportedly arising from or in connection with the Guaranty or the
transactions contemplated thereby or actions taken thereunder, except for any
bad faith, willful misconduct material misrepresentation or gross negligence
on the part of the Indemnified Party.
(B) All covenants, stipulations, promises, agreements and obligations
of the Authority contained herein shall be deemed to be the covenants,
stipulations, promises, agreements and obligations of the Authority and not
of any member, officer, director, agent or employee of the Authority in his
or her individual capacity, and no recourse shall be had for the payment of
any claim based thereon or hereunder against any member, officer or employee
of the Authority or any natural person executing the 1998 Bonds.
(C) In case any action shall be brought against one or more of the
Indemnified Party's based upon any of the above and in respect of which
indemnity may be sought against the Guarantor, such Indemnified Party shall
notify the Guarantor in writing, enclosing a copy of all papers served, but
the omission so to notify the Guarantor of any such action shall not relieve
it of any liability which it may have to any Indemnified Party other than
under this Section 2.6. In case any such action shall be brought against any
Indemnified Party and it shall notify the Guarantor and the Borrower of the
commencement thereof, the Guarantor shall be entitled to participate in and,
to the extent that it shall wish, to assume the defense thereof with counsel
satisfactory to such Indemnified Party, and after notice from the Guarantor
to such Indemnified Party of the Guarantor's election so to assume the
defense thereof the Guarantor shall not be liable to such Indemnified Party
for any legal or other expenses, other than reasonable costs of investigation
subsequently incurred by such Indemnified Party in connection with the
defense thereof. The Indemnified Party shall have the right to employ its
own counsel in any such action, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party unless (i) the employment
of counsel by such Indemnified Party has been authorized by the Guarantor,
(ii) the Indemnified Party shall have reasonably concluded that there may be
a conflict of interest between the Borrower and/or Guarantor and the
Indemnified Party in the conduct or the defense of such action (in which case
the Guarantor shall not have the right to direct the defense of such action
on behalf of the Indemnified Party), or (iii) the Guarantor shall not in fact
have employed counsel satisfactory to the Indemnified Party to assume the
defense of such action.
(D) The Guarantor also agrees to pay all reasonable and necessary out-of-
pocket expenses of the Authority (including charges of counsel) in connection
with the Guaranty and the enforcement of any rights thereunder, including,
without limitation, any fees, charges and expenses (including charges of
counsel).
(E) The obligations of the Guarantor under this section shall survive the
termination of this Guaranty. This section is not for the benefit of any
person not an Indemnified Party, and no waiver of the Maine Tort Claims Act
or other applicable law is intended.
Section 2.7. [Reserved]
Section 2.8. Default and Litigation Notification. Upon becoming aware of any
condition or event which constitutes, or with the giving of notice or the
passage of time would constitute, an Event of Default, the Guarantor
immediately shall deliver to the Authority a notice stating the existence and
nature thereof and specifying the corrective steps the Guarantor is taking
with respect thereto. The Guarantor shall promptly notify the Authority of
the commencement of any litigation, administrative, enforcement or other
proceeding by or against it, or the threat thereof, in which an unfavorable
outcome could materially affect the operation of the Guarantor or compliance
with this Guaranty or the Power Purchase Agreement.
Section 2.9. Notification Requirements.
(A) The Guarantor must provide the Authority with copies of each
filing and report made by the Guarantor or any subsidiary of a Guarantor with
or to the Securities and Exchange Commission including, without limitation,
all 10-Q, 10-K and 8-K Reports (other than registration statements that have
not become effective under the Securities Act of 1933, filings and reports
with respect to dividend reinvestment, employee benefits, or other similar
plans, and filings pertaining to sales of or other transactions in securities
of the Guarantor or any Subsidiary by persons other than the Guarantor or
such Subsidiary), and of each communication from the Guarantor or any
Subsidiary to public shareholders generally, promptly upon the filing or
making thereof. The Guarantor must meet periodically with the Authority at
the Authority s request to provide information on financial conditions
(whether or not included in such filings) and any other issue raised by the
Authority.
(B) The Guarantor must provide to the Authority a copy of its
Regulatory Update when each is distributed or any successor internal
publication and such other information regarding pending or anticipated
filings as the Authority may reasonably request.
Section 2.10. Compliance with Law. The Guarantor will observe and
comply in all material respects with all laws, regulations, ordinances,
rules, and orders (including without limitation those relating to zoning,
land use, environmental protection, air, water and land pollution, wetlands,
health, equal opportunity, minimum wages, worker s compensation and
employment practices) of any federal, state, municipal or other governmental
authority except during any period during which the Guarantor at its expense
and in its name shall be in good faith contesting its obligations to comply
therewith.
Section 2.11. Maine Public Utilities Proceedings. The Guarantor
agrees, unless it is legally precluded, that it will file for appropriate
rate relief from the Maine Public Utilities Commission in the event it is
unable to make any payments or perform any financial obligation under this
Guaranty.
Section 2.12. Debt Limitation Covenant. The Guarantor must not incur
any additional debt in excess of $15,000,000.
ARTICLE III
EVENTS OF DEFAULT AND REMEDIES
Section 3.1. Events of Default. An "Event of Default" hereunder shall
exist if any of the following occurs and is continuing:
(1) the Guarantor defaults on the guaranty referred to in Section 2.1
hereof and such default continues for more than two (2) Business Days after
demand is made by the Trustee;
(2) the Guarantor fails to observe and perform any covenant, condition
or agreement, other than that referred to in Sections 3.1(1) of this
Guaranty, or of any instrument, document or agreement now or hereafter
securing this Guaranty and such failure continues for more than thirty (30)
days after written notice (which shall be deemed given upon facsimile
transmission or three (3) Business Days after mailing of notice by first
class mail, postage prepaid or certified mail) of such failure has been given
to the Guarantor by the Trustee or if by reason of such default the same
cannot be remedied within said thirty (30) days;
(3) any warranty, representation or other statement by or on behalf of
the Guarantor contained in this Guaranty or in any certificate, letter or
other writing or instrument furnished or delivered to the Authority pursuant
hereto or in connection herewith and in connection with the Financing
Documents shall at any time proved to have been incorrect in any material
respect when made, effective, or reaffirmed, as the case may be;
(4) the entry of a decree or order for relief by a court having
jurisdiction of the Guarantor in an involuntary case under the federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency or other similar law, or appointing a
receiver, liquidator, assignee, custodian, trustee (or similar official) of
the Guarantor or for any substantial part of any of its property, or ordering
the winding-up or liquidation of any of its affairs and the continuance of
any such decree or order unstayed and in effect for a period of sixty (60)
consecutive days, or the commencement by the Guarantor of a voluntary case
under the federal bankruptcy laws, as now constituted or hereinafter amended,
or any other applicable federal or state bankruptcy insolvency or other
similar law, or the consent by the Guarantor to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian (or other
similar official) or the making by it of any assignment for the benefit of
creditors, or the taking of corporate or other action by the Guarantor to
authorize or effect any of the foregoing;
(5) A final and unappealable judgment or order for the payment for
money in excess of $1,000,000 or more shall be rendered against the
Guarantor, such judgment or order shall continue unsatisfied and unpaid for a
period of thirty (30) days.
Section 3.2. Remedies Upon Default. Upon an Event of Default under Section
3.1 of this Guaranty, the Trustee shall have the right to proceed directly
against the Guarantor without proceeding against or exhausting any other
remedies which it may have and without resorting to security held, including,
without limitation, the Capital Reserve Fund.
Section 3.3. [Reserved]
Section 3.4. Waiver of Notice of Non-Payment and Costs of Enforcement. The
Guarantor hereby expressly waives presentment, demand, protest and notice of
nonpayment and further waives notice from the Authority of its acceptance and
reliance on this Guaranty. The Guarantor agrees to pay all costs,
disbursements and expenses (including all reasonable attorneys' fees) which
may be incurred by the Authority in enforcing or attempting to enforce this
Guaranty and any security therefor following any default on the part of the
Guarantor hereunder, whether the same shall be enforced by suit or otherwise.
Section 3.5. The Authority Not Coguarantor. The Guarantor hereby
acknowledges that (a) the Authority has established a Capital Reserve Fund
under the Indenture in order to provide credit enhancement for the 1998
Bonds; (b) the Authority is not a coguarantor with the Guarantor, who shall
have no right of contribution, indemnity or subrogation against the
Authority; (c) all liability of the Guarantor under this Guaranty shall
continue in full force and effect notwithstanding any payment by the
Authority in the form of draws by the Trustee from the Capital Reserve Fund
under the Indenture or payments by Financial Security Assurance Inc. under
the Bond Insurance Policy provided to insure the 1998 Bonds or otherwise; and
(d) all liability of the Guarantor under this Guaranty shall continue in full
force and effect notwithstanding the fact that the Authority may have
acquired rights against the Guarantor by assignment, subrogation or
otherwise.
ARTICLE IV
MISCELLANEOUS
Section 5.1. Amendment. This Guaranty may not be amended, changed,
modified, altered or terminated without the concurring written consent of the
Guarantor and the Authority.
Section 5.2. Effective Date. The obligations of the Guarantor hereunder
shall arise absolutely and unconditionally upon the issuance and initial
delivery of the 1998 Bonds.
Section 5.3. Remedies Not Exclusive. No remedy herein conferred upon or
reserved to the Authority is intended to be exclusive of any other available
remedy or remedies, but each and every such remedy shall be cumulative and
shall be in addition to every other remedy given under this Guaranty or now
or hereafter existing at law or in equity. No delay or omission to exercise
any right or power accruing upon any Event of Default shall impair any such
right or power or shall be construed to be a waiver in the event any
provision contained in this Guaranty should be breached by any party and
thereafter duly waived by any other party so empowered to act. Such waiver
shall be limited to the particular breach so waived and shall not be deemed
to waive any other breach hereunder. No waiver, amendment, release or
modification of this Guaranty shall be established by conduct, custom or
course of dealing, but solely by an instrument in writing duly executed by
the parties thereunto duly authorized by this Guaranty.
Section 5.4. Notice. Except as otherwise provided herein, all notices or
other communications hereunder shall be sufficiently given and shall be
deemed given when delivered by hand delivery or on the third day following
the day on which the same has been mailed, postage prepaid, by registered or
certified mail addressed as follows:
if to Guarantor:
Bangor Hydro-Electric Company
00 Xxxxx Xxxxxx
XX Xxx 000
Xxxxxx, XX 00000-0000
Attention: Xxxxxxxxx Xxxx
if to the Trustee:
The Chase Manhattan Bank
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Attention: Corporate Trust Services
Any party, by notice given hereunder, may designate a different address for
future notices.
Section 5.5. Counterparts. This Guaranty constitutes the entire agreement,
and supersedes all prior agreements and understandings, both written and
oral, between the parties with respect to the subject matter hereof and may
be executed simultaneously in several counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the
same instrument.
Section 5.6. Severability. The invalidity or unenforceability of any one or
more phrases, sentences, clauses, or Sections in this Guaranty contained,
shall not affect the validity or enforceability of the remaining portions of
this Guaranty, or any part thereof.
Section 5.7. Governing Law. This Guaranty shall be governed by and
construed in accordance with the laws of the State of Maine.
Section 5.8. Successors and Assigns. This Guaranty shall be binding upon,
inure to the benefit of and be enforceable by the parties hereto and their
respective successors and assigns.
Section 5.9. Reinstatement of Obligation. The obligations of the Guarantor
under this Guaranty shall be reinstated to the extent of any payment made by
the Borrower which must be returned by reason of the bankruptcy or insolvency
of the Borrower or for any other reason.
Section 5.10. Rules of Construction.
(A) Words of the neuter gender shall be deemed and construed to include
correlative words of the feminine and masculine genders.
(B) Unless the context shall otherwise indicate, the term Guarantor shall
include the plural as well as the singular number.
(C) Terms used and not defined herein shall have the meanings set forth in
the Agreement or in the Indenture to the extent such meaning is not
incompatible with the context used herein.
IN WITNESS WHEREOF, the Guarantor and the Trustee have caused this Guaranty
to be executed, all as of the date first above written.
WITNESS: BANGOR HYDRO-ELECTRIC COMPANY
______________________ __/s/__________________________________
By: Xxxxxxxxx X. Xxxx
Its: Vice President - Finance & Law
THE CHASE MANHATTAN BANK
______________________ _/s/___________________________________
By: Don Iacherri
Its: Authorized Signer
