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EXHIBIT 10.95
SECURITY AGREEMENT
BETWEEN
COGEN TECHNOLOGIES NJ, INC.
AND
BAYONNE INDUSTRIES, INC.
MAY 22, 1986
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TABLE OF CONTENTS
PAGE
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ARTICLE 1
DEFINITIONS................................................ 2
ARTICLE 2
SECURITY INTEREST.......................................... 6
2.1 Grant of Security Interest.................. 6
2.2 Further Assurances.......................... 6
2.3 Term........................................ 6
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF COGEN.................... 7
3.1 Organization and Good Standing.............. 7
3.2 Authority................................... 7
3.3 No Violation of Other Agreements............ 7
3.4 Title to Assets............................. 8
3.5 Valid Security Interest..................... 8
3.6 Location of Collateral...................... 8
3.7 Access to Collateral........................ 9
ARTICLE 4
EVENTS OF DEFAULT; REMEDIES................................ 9
4.1 Events of Default........................... 9
4.2 Remedies on Default......................... 12
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TABLE OF CONTENTS
Page
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ARTICLE 5
NON-WAIVER................................................. 16
ARTICLE 6
SUCCESSORS AND ASSIGNS..................................... 16
ARTICLE 7
MISCELLANEOUS.............................................. 18
7.1 Notice...................................... 18
7.2 Amendments.................................. 19
7.3 Choice of Law............................... 19
7.4 Other Agreements............................ 19
7.5 Captions.................................... 19
7.6 Security Agreement.......................... 20
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SECURITY AGREEMENT
THIS SECURITY AGREEMENT dated as of May 22, 1986 by and between COGEN
TECHNOLOGIES NJ, INC., a corporation organized under the laws of the State of
Delaware, having an office at 00000 Xxxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx,
Xxxxx 00000 ("Cogen") and BAYONNE INDUSTRIES, INC., a corporation organized
under the laws of the State of New Jersey and having an office at the Foot of
East 22nd Street, Bayonne, New Jersey 07002 ("BI").
Background
Pursuant to a certain Purchase and Sale Agreement of even date herewith,
BI and IMTT have sold to Cogen and Cogen has purchased from BI and IMTT the
Steam Producing Facilities together with certain other assets. Pursuant to the
Purchase and Sale Agreement, IMTT has assigned to BI its interest in the
proceeds of the sale of the Steam Producing Facilities to Cogen. Payment of the
purchase price for the Steam Producing Facilities and other such assets has
been evidenced by the Note. A condition to such sale is the execution and
delivery of this Security Agreement to secure payment of the Note.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and representations hereinafter contained, the Parties hereto agree as follows:
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ARTICLE 1
DEFINITIONS
The following terms when used herein shall have the following meanings,
unless a different meaning shall be expressly stated or apparent from the
context:
"Affiliate" means a corporation or other entity that directly or
indirectly, through one or more intermediaries, controls or is controlled by,
or is under common control with, another corporation or entity.
"Agreement" means this contract, including all exhibits and amendments
thereto that may be made from time to time.
"Bayonne Facility" means the tank terminal facility located at Bayonne,
New Jersey, and all appurtenant property owned or leased at that location by
IMTT, BI, or any Affiliates thereof.
"BI" means Bayonne Industries, Inc., a New Jersey corporation, having its
principal place of business at the Foot of Xxxx 00xx Xxxxxx, Xxxxxxx, Xxx Xxxxxx
00000.
"BI Documents" means this Agreement, the Xxxx of Sale, the Option
Agreement, the SPF Lease, the Easement Agreement, and all other documents
executed and delivered by BI in connection herewith and therewith.
"Boiler House" means the building located at the Bayonne Facility that
houses the Steam Producing Facilities, except that interior portion of the
building unrelated to the Steam Producing Facilities.
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"Cogen" means Cogen Technologies NJ, Inc., a Delaware corporation, having
its principal place of business at 00000 Xxxxxxx Xxxxx Xxxxx, Xxxxx 000,
Xxxxxxx, Xxxxx 00000.
"Cogen Documents" means this Agreement, the Purchase and Sale Agreement,
the Note, the Rent Note, the SPF Lease, the Option Agreement and all other
documents executed and delivered by Cogen in connection herewith and therewith.
"Cogeneration Facility" means the waste heat boilers, gas and steam
turbines, generators and all appurtenant structures, equipment, including
Cogen's interconnection facilities, and real property interests owned or leased
and operated by Cogen at the Bayonne Facility, for purposes of generating
electricity, steam, or other forms of useful thermal output.
"Collateral" means collectively, the Steam Producing Facilities, all
additions, replacements, improvements, substitutions and increments thereto,
and the Proceeds.
"Easement" means that certain easement of even date herewith from BI and
IMTT to Cogen pursuant to which BI and IMTT grant to Cogen ingress and egress
to the Boiler House, including all exhibits and amendments thereto as may be
made from time to time, and any other easements, rights of way or licenses that
may be granted to Cogen under the Ground Lease.
"Financier" means any person lending money for the construction and
operation of the Cogeneration Facility, any person providing funds for
refinancing or take-out of any such loans, and any nominee or designee of any
such person.
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"Ground Lease" means that certain lease agreement between BI and IMTT,
as lessor, and Cogen as lessee, dated as of even date herewith for property
located in Bayonne, New Jersey, including all exhibits and amendments thereto
that may be made from time to time.
"IMTT" means IMTT-Bayonne, a Delaware partnership.
"Note" means a promissory note of even date herewith of Cogen, payable
to BI in the principal amount of $2,600,000.00.
"Obligations" means all indebtedness and liabilities of Cogen under
this Agreement and under the Note.
"Option Agreement" means that certain option agreement of even date
herewith by and between BI and Cogen, including all exhibits and amendments
thereto that may be made from time to time.
"Party" or "Parties" means the signatories to this Agreement and their
successors and assigns.
"Proceeds" means (i) all proceeds received or payable to Cogen upon
the sale, transfer or other disposition of the Steam Producing Facilities,
other than proceeds received by Cogen from the sale or transfer of the Steam
Producing Facilities from an entity to which it may assign this Agreement
pursuant to Article 6.3 hereof and other than any revenues which Cogen may
receive by reason of the sale of any output of the Collateral, and (ii) all
insurance proceeds received payable to Cogen upon the loss, damage or
destruction of the Steam
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Producing Facilities, or any part thereof, as well as all claims relating to the
payment of such insurance proceeds.
"Purchase and Sale Agreement" means that certain agreement of even date
herewith pursuant to which Cogen purchases and BI sells the Assets, including
all exhibits and amendments thereto that may be made from time to time.
"Rent Note" means that certain promissory note of even date herewith of
Cogen, payable to BI in the principal amount of $600,000.00.
"SPF Lease" means that certain steam producing facilities lease agreement
of even date herewith between Cogen, as lessor, and IMTT, as lessee, pursuant
to which the Steam Producing Facilities will be leased to IMTT, including all
exhibits and amendments thereto that may be made from time to time.
"Steam Producing Facilities" means the existing boilers and appurtenant
structures and equipment located inside the Boiler House, more particularly
described in Exhibit A annexed hereto, but not including the Boiler House,
located at the Bayonne Facility and operated for the purpose of producing steam
for industrial purposes at the Bayonne Facility, and all additions,
replacements, improvements, substitutions and increments thereto.
"Steam Sale Agreement" means that certain agreement between Cogen and IMTT
dated as of June 13, 1985, for the sale of steam and electricity from a
cogeneration plant, including
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all exhibits and amendments thereto that may be made from time to time.
ARTICLE 2
SECURITY INTEREST
2.1 Grant of Security Interest. As security for the payment and
performance by Cogen of the Obligations, Cogen hereby creates and grants to BI a
security interest in the Collateral.
2.2 Further Assurances. Cogen will perform any and all steps reasonably
requested by BI to create and maintain in BI's favor a valid and perfected
security interest in the Collateral, including, without limitation, the
execution and delivery, filing and refiling of financing statements and
continuation statements, and any other documents necessary, in the reasonable
opinion of BI, to protect its interest in the Collateral.
2.3 Term. This Agreement shall remain in full force and effect until the
Obligations have been paid and/or performed in full.
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ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF COGEN
Cogen hereby represents and warrants to BI as follows:
3.1 Organization and Good Standing. Cogen is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware, and has all requisite power and authority to own and operate its
properties as now being conducted.
3.2 Authority. The execution, delivery and performance of the Cogen
Documents have been duly and validly authorized and approved by the board of
directors and, to the extent necessary, the shareholders of Cogen. The Cogen
Documents constitute the valid and binding agreement of Cogen enforceable
against it in accordance with its terms.
3.3 No Violation of Other Agreements. The execution, delivery and
performance by Cogen of the Cogen Documents will not conflict with or cause a
breach of or default under any other agreement to which Cogen is a party or by
which its properties may be bound. Cogen has no reason to believe that any
consents or approvals of any other persons, firms, corporations, entities, or
governmental authorities are required in connection with its execution or
delivery of the Cogen Documents.
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3.4 Title to Collateral. There does not exist on the date hereof any
judgment, lien or other encumbrance or other lien against Cogen or any of its
assets which will attach to the Collateral prior in right to the security
interest granted herein or otherwise adversely affect such security interest.
Except for the execution and delivery of the SPF Lease and the Option
Agreement, Cogen has not taken any steps or executed any documents to convey or
encumber title to the Collateral or xxxxx x xxxx or security interest therein
to any other party since the acquisition thereof by it from BI.
3.5 Valid Security Interest. This Agreement constitutes a valid and
continuing security interest in the Collateral in favor of BI.
3.6 Location of Collateral.
X. Xxxxx'x principal place of business and the place where its
records concerning the Collateral are kept is at 00000 Xxxxxxx Xxxxx Xxxxx,
Xxxxx 000, Xxxxxxx, Xxxxx 00000, and Cogen will not change such principal place
of business or remove such records except upon thirty (30) days prior written
notice to BI.
B. The Steam Producing Facilities are located in the Boiler
House and Cogen will not move the Steam Producing Facilities to any other
location.
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3.7 Access to Collateral. Cogen shall grant BI and its duly authorized
agents and representatives from time to time during normal business hours the
right to enter and examine all facilities where the Collateral or any books and
records relating to compliance by Cogen with its duties under this Agreement
and under the SPL Lease are located. BI and its authorized agents and
representatives shall also be permitted to inspect, examine and make copies of
such books and records or any part thereof.
ARTICLE 4
EVENTS OF DEFAULT; REMEDIES
4.1 Events of Default. Any one or more of the following shall constitute
an "Event of Default" hereunder:
A. failure by Cogen to make any payment of principal or interest that
has become due and payable as and when due pursuant to any provisions of the
Note within thirty (30) days after notice of nonpayment given by BI.
B. Failure by Cogen to make any payment of principal or interest that
has become due and payable as and when due pursuant to any provisions of the
Rent Note within thirty (30) days after notice of nonpayment given by BI.
X. Xxxxx shall have applied for or consented to the appointment of a
custodian, receiver, trustee or liquidator, or other court appointed fiduciary
of all or a substantial part of
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its properties; or a custodian, receiver, trustee or liquidator or other court
appointed fiduciary shall have been appointed without the consent of Cogen, or
Cogen is generally not paying its debts as they become due by means of available
assets and the fair use of credit, or has made a general assignment for the
benefit of creditors; or Cogen has committed an act of bankruptcy, or has filed
a voluntary petition in bankruptcy, or a petition or an answer seeking
reorganization or an arrangement with creditors or seeking to take advantage of
any insolvency law, or any answer admitting the material allegations of a
petition in any bankruptcy, reorganization or insolvency proceeding or has taken
action for the purpose of effecting any of the foregoing; or if within
forty-five (45) days after the commencement of any proceeding against Cogen
seeking any reorganization, rehabilitation, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under the federal
bankruptcy code or any present or future applicable federal, state or other
statute or law, such proceeding shall not have been dismissed; or if, within
ninety (90) days after the entry of an Order for Relief under the federal
bankruptcy code or similar order under future similar legislation, the
appointment of any trustee, receiver, custodian, liquidator, or other court
appointed fiduciary of Cogen or of all or any substantial part of its
properties, such order or appointment shall not have been vacated or stayed on
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appeal or otherwise or if, within ninety (90) days after the expiration of any
such stay, such order or appointment shall not have been vacated.
D. The occurrence of an "Event of Default" on the part of Cogen under
the Steam Sale Agreement, the Ground Lease, the SPF Lease or the Option
Agreement.
E. Any sale, assignment, or transfer of the Collateral or the grant
of any lien, security interest or encumbrance therein to any entity other than
one to whom this Agreement may be assigned under Article 6.
F. If any representation or warranty by Cogen pursuant to or in
connection with this Agreement shall be false or misleading in any material
respect when made; provided, however, that such breach or misrepresentation must
first be recognized in a nonappealable judgement by a court of competent
jurisdiction.
G. Any breach or violation by Cogen of the provisions of Article
3.6.B hereof.
H. The failure of Cogen to perform any of the other covenants under
this Agreement which failure continues for a period of thirty (30) days after
written notice of such nonperformance; provided, however, that Cogen shall not
be in default hereunder if Cogen shall diligently commence to cure such failure
to perform within such thirty day period and for so long as Cogen diligently
continues such efforts.
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4.2 Remedies on Default.
A. Whenever any Event of Default shall have occurred and be
continuing, BI may take any one or more of the following steps:
(i) declare all amounts payable hereunder and pursuant to the
Note and the Rent Note to be immediately due and payable, whereupon the same
shall be immediately due and payable, without presentment, demand, protest, or
notice of any kind, all of which are expressly waived hereby, anything in the
Note, the Rent Note or this Agreement to the contrary notwithstanding;
(ii) take any action at law or in equity to collect the
payments then due and thereafter to become due hereunder or under the Note and
the Rent Note and to enforce payment, performance and observance of any
obligations, agreement or covenant of Cogen hereunder or under the Note and the
Rent Note;
(iii) exercise all rights of Cogen under the Option Agreement
and the SPF Lease;
(iv) exercise any and all rights and remedies of a creditor
under the Uniform Commercial Code or other applicable law; or
(v) take all of Cogen's right, title and interest in and to
the Collateral and sell, assign, or otherwise dispose of the Collateral or
Cogen's right, title and
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interest therein. In connection with any sale or other disposition, BI shall
give Cogen and each Financier reasonable notice of the time and place of any
public sale of such Collateral or of the time after which any private sale or
other intended disposition thereof is to be made. The requirement of reasonable
notice shall be met if notice of the sale or other intended disposition is given
to Cogen and each Financier at least ten (10) days prior to the time of such
sale or disposition. At such sale, BI may sell the Collateral for cash or upon
credit or otherwise, at such prices and upon such terms as it deems advisable
and BI may bid or become the purchaser at such sale, free of the right of
redemption, which is hereby waived. BI may adjourn such sales at the time and
place fixed therefor without further notice or advertisement, and may sell such
Collateral as an entirety or in separate lots as it deems advisable, but BI
shall not be obligated to sell all or any part of such Collateral at the time
and place fixed for such sale if it determines not to do so. Any sale may be
conducted at the Boiler House premises without cost or charge for rent, use,
occupancy, store, or other claim by Cogen, its landlord, or any ground lessor
or mortgagee.
B. Without limiting the foregoing, in exercising its remedies upon the
occurrence of an Event of Default, BI (i) shall not be responsible nor liable
for any shortage, discrepancy, damage, loss or destruction of any part of the
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Collateral wherever the same may be located regardless of the cause thereof
unless the same shall happen through its gross negligence or willful
misconduct; (ii) shall be entitled to the appointment (without notice and
without proof of diminution in value of the Collateral) of a receiver to take
possession of all or any portion of the Collateral and to exercise such powers
as the court shall confer upon the receiver, and (iii) generally may perform all
acts necessary or proper to carry out the intention of this Agreement, as fully
and completely as though BI were the absolute owner of the Collateral for all
purposes, and Cogen hereby ratifies and confirms all that BI shall do by virtue
of this grant of power.
C. Whenever an Event of Default shall have occurred, Cogen will perform any
and all steps necessary to effectuate the transfer, issue or reissue to BI of
all Governmental Authorizations with regard to the Steam Producing Facilities so
as to allow BI to Operate and Maintain the Steam Producing Facilities and/or to
evidence its ownership interest therein and shall not take any act or omit to
take any act the effect of which would be to limit BI's ability to effectuate
such transfer, issue or reissue; provided, however, that the failure of any such
Governmental Authorization to be transferred, issued or reissued due to no fault
of Cogen shall not result in any liability to Cogen. In the event that any such
Governmental Authorization shall fail to be transferred,
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issued or reissued, Cogen hereby appoints BI as its agent and attorney in fact
to take all actions necessary to effectuate such transfer, issue or reissue and
prospectively ratifies and approves any actions taken pursuant to such
authority.
D. All proceeds received from the sale or other disposition of the
Collateral shall be applied as follows:
(i) First, to the payment of all fees, costs and expenses relating
to such sale or other disposition;
(ii) Second, to the payment in full of the first $2,400,000.00 of
principal of the Note and accrued and unpaid interest thereon (in such order as
BI may determine);
(iii) Third, to the payment of the remaining $200,000.00 principal
amount of the Note;
(iv) Fourth, the payment of accrued and unpaid interest on such
$200,000.00 principal amount (the "Deferred Interest"); and
(v) Fifth, the balance, if any, of such proceeds remaining after
payment in full of the foregoing items, to Cogen or as a court of competent
jurisdiction may otherwise direct.
In the event that the proceeds received from the sale or other
disposition of the Collateral shall be insufficient to satisfy the payment in
full of the Deferred Interest, neither Cogen nor its officers, directors or
shareholders (nor the officers, directors, shareholders or partners of any
assignee
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of Cogen) shall be liable for any deficiency and BI shall not institute any
action or proceeding against Cogen or such persons to collect the same.
ARTICLE 5
NON-WAIVER
The various rights, remedies, options, and elections of BI and Cogen,
expressed herein, are cumulative, and the failure of BI or Cogen to enforce
strict performance by the other Party of the conditions and covenants of this
Agreement or to exercise any election or option or to resort or have recourse
to any remedy herein conferred or the acceptance by BI of any payment pursuant
to the Note after any Event of Default by Cogen in any one or more instances,
shall not be construed or deemed to be a waiver or a relinquishment for the
future by BI of any such conditions and covenants, options, elections, or
remedies, but the same shall continue in full force and effect.
ARTICLE 6
SUCCESSORS AND ASSIGNS
6.1 This Agreement shall be binding upon and inure to the benefit of
the Parties and any permitted assignees as provided herein.
6.2 Except as is expressly set forth in this Agreement, neither the
rights nor the obligations of any Party under this
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Agreement may be assigned, pledged, hypothecated or otherwise transferred.
6.3 Cogen is expressly permitted to assign this Agreement as provided in
this Article 6.3. Cogen may assign this Agreement to Cogen Technologies NJ
Venture, provided that such assignment shall be of no force and effect unless
and until Cogen Technologies NJ Venture shall have assumed in writing all of
Cogen's obligations under the following instruments and notes, and shall have
agreed in writing to cure any existing defaults and breaches of Cogen hereunder
and thereunder:
(1) The Steam Sale Agreement
(2) The Ground Lease
(3) The Option Agreement
(4) The SPF Lease
(5) The Note
(6) The Purchase and Sale Agreement
(7) The Rent Note
Cogen may assign this Agreement to any Financier which shall be obligated
hereunder only as provided in Articles 21.6 and 21.7 of the Ground Lease.
6.4 BI is expressly permitted to assign this Agreement to any person or
entity, provided that such assignment shall be of no force and effect unless
and until such person or entity shall have assumed in writing all of BI's
obligations under this Agreement and under the instruments referred to in
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Article 6.3, with the exception of the Note and the Rent Note, and shall have
agreed in writing to cure any defaults and breaches hereunder and thereunder.
ARTICLE 7
MISCELLANEOUS
7.1 Notice. All notices, including communications and statements
which are required or permitted under the terms of this Agreement, shall be in
writing, except as otherwise provided. Service of a notice may be accomplished
by personal service, telegram or registered or certified mail. If a notice is
sent by registered or certified mail, it shall be deemed served within three
(3) days, excluding Saturdays, Sundays or legal Federal holidays, except as
otherwise demonstrated by a signed receipt. If a notice is served by telegram,
it shall be deemed served eighteen (18) hours after delivery to the telegram
company. Notices may be sent to the Parties at the following addresses:
(a) Cogen: Cogen Technologies NJ, Inc.
00000 Xxxxxxx Xxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xx. Xxxxxx X. XxXxxx,
President
With information copy to:
Cogen Technologies NJ, Inc.
Foot of Xxxx 00xx Xxxxxx
Xxxxxxx, Xxx Xxxxxx 00000
Attention: Plant Manager
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(b) BI: Bayonne Industries, Inc.
Foot of Xxxx 00xx Xxxxxx
Xxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxx Xxxxxxx
-or-
International-Maytex Tank
Terminals
Ninth Floor
000 Xx. Xxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxxx,
Partnership Manager
7.2 Amendments. No amendment or modification of the terms of this
Agreement shall be binding on either BI or Cogen unless reduced to writing and
signed by both Parties.
7.3 Choice of Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey.
7.4 Other Agreements. This Agreement supersedes any and all oral or
written agreements and understandings heretofore made relating to the subject
matters herein, and together with the BI Documents and the Cogen Documents
constitutes the entire agreement and understanding of the Parties relating to
the subject matters herein.
7.5 Captions. All indices, titles, subject headings, section titles and
similar items are provided for the purpose of reference and convenience and are
not intended to be inclusive, definitive or to affect the meaning, content or
scope of this Agreement.
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7.6 Security Agreement. This Agreement shall constitute a security
agreement within the meaning of the Uniform Commercial Code as in force and
effect in the State of New Jersey.
IN WITNESS WHEREOF, the Parties have entered into this Agreement to be
signed in quadruplicate original as of the date first written above.
[SEAL]
ATTEST: BAYONNE INDUSTRIES, INC.
/s/ XXXXXXXX X. XXXXXXXX By: /s/ XXXXXXX X. XXXXXXXX
----------------------------------- -------------------------------
Xxxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx
Assistant Secretary Executive Vice-President/
Secretary
[SEAL]
ATTEST: COGEN TECHNOLOGIES NJ, INC.
/s/ XXXX X. XXXX By: /s/ XXXXXX X. XxXXXX
----------------------------------- -------------------------------
Xxxx X. Xxxx Xxxxxx X. XxXxxx
Assistant Secretary President
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EXTRACT OF SPECIAL MEETING
OF THE BOARD OF DIRECTORS OF
BAYONNE INDUSTRIES, INC.
HELD AT NEW ORLEANS, LOUISIANA
ON MAY 1, 1986
-------------------------------
RESOLVED, that Bayonne Industries, Inc., a New Jersey corporation,
shall enter into an agreement with Cogen Technologies NJ, Inc., a
Delaware corporation, creating, granting and preserving to Bayonne
Industries, Inc. a security interest in those certain steam producing
facilities to be sold to Cogen Technologies NJ, Inc.; which steam
producing facilities are situated within the boilerhouse on the tank
terminal facility at Bayonne, New Jersey, presently operated by
IMTT-Bayonne and owned by Bayonne Industries, Inc., and are described
in detail in the Security Agreement.
FURTHER RESOLVED, that Xxxxxx X. Xxxxxxx, President and/or Xxxxxxx X.
Xxxxxxxx, Executive Vice-President/Secretary, or either of them, are
authorized, empowered and directed for and in behalf of the corporation
to execute, furnish and deliver, a document styled "Security Agreement
Between Cogen Technologies NJ, Inc. and Bayonne Industries, Inc.,"
carrying into effect the foregoing resolution; and the President and/or
Executive Vice-President/Secretary are further authorized to do all
things necessary and appropriate in connection therewith, including
particularly, the President and/or Executive Vice-President/Secretary
are authorized, empowered and directed to include within the said
Security Agreement such terms, provisions and conditions as they shall
deem meet and appropriate and in the best interest of the corporation,
all in their sole discretion.
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
I, Xxxxxx X. Xxxxxxxxx, Executive Vice-President-Finance of
Bayonne Industries, Inc., do hereby certify that the above and foregoing
constitutes a true and correct copy of certain resolutions passed at a special
meeting of the Board of Directors of Bayonne Industries, Inc. held on May 1,
1986 at 9th Floor, 000 Xx. Xxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxx 00000; that
all Directors were present and voting at said meeting; that said resolutions
were passed unanimously and have been spread upon the minutes of the
corporation; that said resolutions have not been revoked, rescinded or altered.
New Orleans, Louisiana, May 2, 1986.
/s/ XXXXXX X. XXXXXXXXX
-----------------------------------
XXXXXX X. XXXXXXXXX
Executive Vice-President-Finance
