EXHIBIT 10.4.13
GUARANTEE
As of October 31, 1997
Congress Financial Corporation
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: WCI Steel, Inc. ("Borrower")
Gentlemen:
Congress Financial Corporation ("Congress"), BankAmerica Business
Credit, Inc., as assignee of Security Pacific Business Credit Inc. ("BABC",
and together with Congress, individually and collectively, "Lenders"),
Congress Financial Corporation, as agent for Lenders (in such capacity,
"Agent") and Borrower have entered into certain financing arrangements
pursuant to which Agent and Lenders may make loans and advances and provide
other financial accommodations to Borrower as set forth in the Amended and
Restated Loan and Security Agreement, dated as of December 29, 1992, by and
among Borrower, WCI Steel Sales L.P., Agent and Lenders (as the same now
exists or may hereafter be amended, modified, supplemented, extended,
renewed, restated or replaced, the "Loan Agreement"), and other agreements,
amendments, documents and instruments referred to therein or at any time
executed and/or delivered in connection therewith or related thereto,
including, but not limited to, this Guarantee (all of the foregoing, together
with the Loan Agreement, as the same now exist or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced, being
collectively referred to herein as the "Financing Agreements").
Due to the close business and financial relationships between Xxxxxxxx
and each and all of the undersigned (individually and collectively,
"Guarantors"), in consideration of the benefits which will accrue to
Guarantors and as an inducement for and in consideration of Agent and Lenders
making loans and advances and providing other financial accommodations to
Borrower pursuant to the Loan Agreement and the other Financing Agreements,
each of Guarantors hereby jointly and severally agrees in favor of Agent and
Lenders as follows:
1. Guarantee.
(a) Each of Guarantors absolutely and unconditionally, jointly and
severally, guarantees and agrees to be liable for the full and indefeasible
payment and performance when due of the following (all of which are
collectively referred to herein as the "Guaranteed Obligations"): all
obligations, liabilities and indebtedness of any kind, nature and description
of Borrower to Agent and Lenders and/or their affiliates, including
principal, interest, charges, fees, costs and expenses, however evidenced,
whether as principal, surety, endorser, guarantor or otherwise, whether
arising under the Loan Agreement, the other Financing Agreements or
otherwise, whether now existing or hereafter arising, whether arising before,
during or after the initial or any renewal term of the Loan Agreement or
after the commencement of any case with respect to Borrower under the United
States Bankruptcy Code or any similar statute (including, without limitation,
the payment of interest and other amounts, which would accrue and become due
but for the commencement of such case, whether or not such amounts are
allowed or allowable in whole or in part in any such case and including
loans, interest, fees, charges and expenses related thereto and all other
obligations of Borrower or its successors to Agent and Lenders arising after
the commencement of such case), whether direct or indirect, absolute or
contingent, joint or several, due or not due, primary or secondary,
liquidated or unliquidated, secured or unsecured, and however acquired by
Agent and Lenders and all expenses (including, without limitation,
attorneys' fees and legal expenses) incurred by Agent and Lenders in
connection with the preparation, execution, delivery, recording,
administration, collection, liquidation, enforcement and defense of
Borrower's obligations, liabilities and indebtedness as aforesaid to Agent
and Lenders, the rights of Agent and Lenders in any collateral or under this
Guarantee and all other Financing Agreements or in any way involving claims
by or against Agent and Lenders directly or indirectly arising out of or
related to the relationships between Borrower, any of Guarantors or any other
Obligor (as hereinafter defined) and Agent and Lenders, whether such expenses
are incurred before, during or after the initial or any renewal term of the
Loan Agreement and the other Financing Agreements or after the commencement
of any case with respect to Borrower or any of Guarantors under the United
States Bankruptcy Code or any similar statute.
(b) This Guarantee is a guaranty of payment and not of collection.
Each of Guarantors agrees that Agent and Xxxxxxx need not attempt to collect
any Guaranteed Obligations from Borrower, any one of Guarantors or any other
Obligor or to realize upon any collateral, but may require any one of
Guarantors to make immediate payment of all of the Guaranteed Obligations to
Agent and Lenders when due, whether by maturity, acceleration or otherwise,
or at any time thereafter. Agent and Lenders may apply any amounts received
in respect of the Guaranteed Obligations to any of the Guaranteed
Obligations, in whole or in part (including attorneys' fees and legal
expenses incurred by Agent and Lenders with respect thereto or otherwise
chargeable to Borrower or Guarantors) and in such order as Agent and Lenders
may elect.
(c) Payment by Guarantors shall be made to Agent and Xxxxxxx at
the office of Agent from time to time on demand as Guaranteed Obligations
become due. Guarantors shall make all payments to Agent and Lenders on the
Guaranteed Obligations free and clear of, and without deduction or
withholding for or on account of, any setoff, counterclaim, defense, duties,
taxes, levies, imposts, fees, deductions, withholding, restrictions or
conditions of any kind. One or more successive or concurrent actions may be
brought hereon against any of Guarantors either in the same action in which
Borrower or any of the other Guarantors or any other Obligor is sued or in
separate actions. In the event any claim or action, or action on any
judgment, based on this Guarantee is brought against any of Guarantors, each
of Guarantors agrees not to deduct, set-off, or seek any counterclaim for or
recoup any amounts which are or may be owed by Agent and Lenders to any of
Guarantors.
2. Waivers and Consents.
(a) Notice of acceptance of this Guarantee, the making of loans
and advances and providing other financial accommodations to Borrower and
presentment, demand, protest, notice of protest, notice of nonpayment or
default and all other notices to which Borrower or any of Guarantors are
entitled are hereby waived by each of Guarantors. Each of Guarantors also
waives notice of and hereby consents to, any amendment, modification,
supplement, extension, renewal, or restatement of the Loan Agreement and any
of the other Financing Agreements, including, without limitation, extensions
of time of payment of or increase or decrease in the amount of any of the
Guaranteed Obligations, the interest rate, fees, other charges, or any
collateral, and the guarantee made herein shall apply to the Loan Agreement
and the other Financing Agreements and the Guaranteed Obligations as so
amended, modified, supplemented, renewed, restated or extended, increased or
decreased, the taking, exchange, surrender and releasing of collateral or
guarantees now or at any time held by or available to Agent and Lenders for
the obligations of Borrower or any other party at any time liable on or in
respect of the Guaranteed Obligations or who is the owner of any property
which is security for the Guaranteed Obligations (individually, an "Obligor"
and collectively, the "Obligors"), including, without limitation, the
surrender or release by Agent and Lenders of any one of Guarantors hereunder,
the exercise of, or refraining from the exercise of any rights against
Borrower, any of Guarantors or any other Obligor or any collateral, the
settlement, compromise or release of, or the waiver of any default with
respect to, any of the Guaranteed Obligations and any financing by Agent and
Lenders of Borrower under Section 364 of the United States Bankruptcy Code or
consent to the use of cash collateral by Agent and Lenders under Section 363
of the United States Bankruptcy Code. Each of Guarantors agrees that the
amount of the Guaranteed Obligations shall not be diminished and the
liability of Guarantors hereunder shall not be otherwise impaired or affected
by any of the foregoing.
(b) No invalidity, irregularity or unenforceability of all or any
part of the Guaranteed Obligations shall affect, impair or be a defense to
this Guarantee, nor shall any other circumstance which might otherwise
constitute a defense available to or legal or equitable discharge of Borrower
in respect of any of the Guaranteed Obligations, or any one of Guarantors in
respect of this Guarantee, affect, impair or be a defense to this Guarantee.
Without limitation of the foregoing, the liability of Guarantors hereunder
shall not be discharged or impaired in any respect by reason of any failure
by Agent and Lenders to perfect or continue perfection of any lien or
security interest in any collateral or any delay by Agent and Lenders in
perfecting any such lien or security interest. As to interest, fees and
expenses, whether arising before or after the commencement of any case with
respect to Borrower under the United States Bankruptcy Code or any similar
statute, Guarantors shall be liable therefor, even if Borrower's liability
for such amounts does not, or ceases to, exist by operation of law. Each of
Guarantors acknowledges that Agent and Lenders have not made any
representations to any of Guarantors with respect to Borrower, any other
Obligor or otherwise in connection with the execution and delivery by
Guarantors of this Guarantee and Guarantors are not in any respect relying
upon Agent and Lenders or any statements by Agent and Lenders in connection
with this Guarantee.
(c) Each of Guarantors hereby irrevocably and unconditionally
waives and relinquishes all statutory, contractual, common law, equitable and
all other claims against Borrower, any collateral for the Guaranteed
Obligations or other assets of Borrower or any other Obligor, for
subrogation, reimbursement, exoneration, contribution, indemnification,
setoff or other recourse in respect to sums paid or payable to Agent and
Lenders by each of Guarantors hereunder and each of Guarantors hereby further
irrevocably and unconditionally waives and relinquishes any and all other
benefits which Guarantors might otherwise directly or indirectly receive or
be entitled to receive by reason of any amounts paid by or collected or due
from Guarantors, Borrower or any other Obligor upon the Guaranteed
Obligations or realized from their property.
3. Subordination. Payment of all amounts now or hereafter owed to
Guarantors by Borrower or any other Obligor is hereby subordinated in right
of payment to the indefeasible payment in full to Agent and Lenders of the
Guaranteed Obligations and all such amounts and any security and guarantees
therefor are hereby assigned to Agent and Lenders as security for the
Guaranteed Obligations.
4. Acceleration. Notwithstanding anything to the contrary contained
herein or any of the terms of any of the other Financing Agreements, the
liability of Guarantors for the entire Guaranteed Obligations shall mature
and become immediately due and payable, even if the liability of Borrower or
any other Obligor therefor does not, upon the occurrence of any act,
condition or event which constitutes an Event of Default as such term is
defined in the Loan Agreement.
5. Account Stated. The books and records of Agent and Lenders showing
the account between Agent and Lenders and Borrower shall be admissible in
evidence in any action or proceeding against or involving Guarantors as prima
facie proof of the items therein set forth, and the monthly statements of
Agent and Lenders rendered to Borrower, to the extent to which no written
objection is made within thirty (30) days from the date of sending thereof to
Borrower, shall be deemed conclusively correct and constitute an account
stated between Agent and Lenders and Borrower and be binding on Guarantors.
6. Termination. This Guarantee is continuing, unlimited, absolute and
unconditional. All Guaranteed Obligations shall be conclusively presumed to
have been created in reliance on this Guarantee. Each of Guarantors shall
continue to be liable hereunder until one of Agent's and Xxxxxxx' officers
actually receives a written termination notice from a Guarantor sent to Agent
and Lenders at their addresses set forth above by certified mail, return
receipt requested and thereafter as set forth below. Such notice received by
Agent and Lenders from any one of Guarantors shall not constitute a
revocation or termination of this Guarantee as to any of the other
Guarantors. Revocation or termination hereof by any of Guarantors shall not
affect, in any manner, the rights of Agent and Lenders or any obligations or
duties of any of Guarantors (including the Guarantor which may have sent such
notice) under this Guarantee with respect to Guaranteed Obligations which
have been created, contracted, assumed or incurred prior to the receipt by
Agent and Lenders of such written notice of revocation or termination as
provided herein, including, without limitation, all amendments, extensions,
renewals and modifications of such Guaranteed Obligations (whether or not
evidenced by new or additional agreements, documents or instruments executed
on or after such notice of revocation or termination), all interest, fees
and similar charges accruing or due on and after revocation or termination,
and (iii) all attorneys' fees and legal expenses, costs and other expenses
paid or incurred on or after such notice of revocation or termination in
attempting to collect or enforce any of the Guaranteed Obligations against
Borrower, Guarantors or any other Obligor (whether or not suit be brought),
or Guaranteed Obligations which have been created, contracted, assumed or
incurred after the receipt by Agent and Lenders of such written notice of
revocation or termination as provided herein pursuant to any contract entered
into by Agent and Lenders prior to receipt of such notice. The sole effect
of such revocation or termination by any of Guarantors shall be to exclude
from this Guarantee the liability of such Guarantor for those Guaranteed
Obligations arising after the date of receipt by Agent and Lenders of such
written notice which are unrelated to Guaranteed Obligations arising or
transactions entered into prior to such date. Without limiting the
foregoing, this Guarantee may not be terminated and shall continue so long as
the Loan Agreement shall be in effect (whether during its original term or
any renewal, substitution or extension thereof).
7. Reinstatement. If after receipt of any payment of, or proceeds of
collateral applied to the payment of, any of the Guaranteed Obligations,
Agent and Lenders are required to surrender or return such payment or
proceeds to any Person for any reason, then the Guaranteed Obligations
intended to be satisfied by such payment or proceeds shall be reinstated and
continue and this Guarantee shall continue in full force and effect as if
such payment or proceeds had not been received by Agent and Lenders. Each of
Guarantors shall be liable to pay to Agent and Lenders, and does indemnify
and hold Agent and Lenders harmless for the amount of any payments or
proceeds surrendered or returned. This Section 7 shall remain effective
notwithstanding any contrary action which may be taken by Agent and Lenders
in reliance upon such payment or proceeds. This Section 7 shall survive the
termination or revocation of this Guarantee.
8. Amendments and Waivers. Neither this Guarantee nor any provision
hereof shall be amended, modified, waived or discharged orally or by course
of conduct, but only by a written agreement signed by an authorized officer
of Agent and Xxxxxxx. Agent and Lenders shall not by any act, delay,
omission or otherwise be deemed to have expressly or impliedly waived any of
their rights, powers and/or remedies unless such waiver shall be in writing
and signed by an authorized officer of Agent and Lenders. Any such waiver
shall be enforceable only to the extent specifically set forth therein. A
waiver by Agent and Lenders of any right, power and/or remedy on any one
occasion shall not be construed as a bar to or waiver of any such right,
power and/or remedy which Agent and Lenders would otherwise have on any
future occasion, whether similar in kind or otherwise.
9. Corporate Existence, Power and Authority. Each of WCI Steel
Production Control Services Inc. and WCI Steel Metallurgical Services, Inc.
is a corporation duly organized and in good standing under the laws of its
state or other jurisdiction of incorporation and is duly qualified as a
foreign corporation and in good standing in all states or other jurisdictions
where the nature and extent of the business transacted by it or the ownership
of assets makes such qualification necessary, except for those jurisdictions
in which the failure to so qualify would not have a material adverse effect
on the financial condition, results of operation or businesses of any of
Guarantors or the rights of Agent and Lenders hereunder or under any of the
other Financing Agreements. WCI Steel Sales L.P. is a limited partnership
duly organized and in good standing under the laws of the state in which it
was formed and is duly qualified and in good standing in all states or other
jurisdictions where the nature and extent of the business transacted by it or
the ownership of assets makes such qualification necessary, except for those
jurisdictions in which the failure to so qualify would not have a material
adverse effect on the financial condition, results of operation or businesses
of any of Guarantors or the rights of Agent and Lenders hereunder or under
any of the other Financing Agreements. The execution, delivery and
performance of this Guarantee is within the corporate powers or authority of
each of Guarantors, has been duly authorized and is not in contravention of
law or the terms of the certificates of incorporation, limited partnership
agreement, by-laws, or other organizational documentation of each of
Guarantors, or any indenture, agreement or undertaking to which any of
Guarantors is a party or by which any of Guarantors or its property are
bound. This Guarantee constitutes the legal, valid and binding obligation of
each of Guarantors enforceable in accordance with its terms. Any one of
Guarantors signing this Guarantee shall be bound hereby whether or not any of
the other Guarantors or any other person signs this Guarantee at any time.
10. Governing Law; Choice of Forum; Service of Process; Jury Trial
Waiver.
(a) The validity, interpretation and enforcement of this Guarantee
and any dispute arising out of the relationship between any of Guarantors and
Agent and Lenders, whether in contract, tort, equity or otherwise, shall be
governed by the internal laws of the State of New York (without giving effect
to principles of conflicts of law).
(b) Each of Guarantors hereby irrevocably consents and submits to
the non-exclusive jurisdiction of the Supreme Court of the State of New York
in New York County and the United States District Court for the Southern
District of New York and waives any objection based on venue or forum non
conveniens with respect to any action instituted therein arising under this
Guarantee or any of the other Financing Agreements or in any way connected
with or related or incidental to the dealings of any of Guarantors and Agent
and Lenders in respect of this Guarantee or any of the other Financing
Agreements or the transactions related hereto or thereto, in each case
whether now existing or hereafter arising and whether in contract, tort,
equity or otherwise, and agrees that any dispute arising out of the
relationship between any of Guarantors or Borrower and Agent and Lenders or
the conduct of any such persons in connection with this Guarantee, the other
Financing Agreements or otherwise shall be heard only in the courts described
above (except that Agent and Lenders shall have the right to bring any action
or proceeding against any of Guarantors or its property in the courts of any
other jurisdiction which Agent and Lenders deem necessary or appropriate in
order to realize on collateral at any time granted by Borrower or any of
Guarantors to Agent and Lenders or to otherwise enforce their rights against
any of Guarantors or its property).
(c) Each of Guarantors hereby waives personal service of any and
all process upon it and consents that all such service of process may be made
by certified mail (return receipt requested) directed to its address set
forth on the signature pages hereof and service so made shall be deemed to be
completed five (5) days after the same shall have been so deposited in the
U.S. mails, or, at Agent and Lenders' option, by service upon any of
Guarantors in any other manner provided under the rules of any such courts.
Within thirty (30) days after such service, any of Guarantors so served shall
appear in answer to such process, failing which such Guarantors shall be
deemed in default and judgment may be entered by Agent and Lenders against
Guarantors for the amount of the claim and other relief requested.
(d) EACH OF GUARANTORS HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF
ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS GUARANTEE OR
ANY OF THE OTHER FINANCING AGREEMENTS OR IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF ANY OF GUARANTORS AND AGENT AND
LENDERS IN RESPECT OF THIS GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS
OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR
OTHERWISE. EACH OF GUARANTORS HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY AND THAT ANY OF GUARANTORS OR AGENT AND XXXXXXX MAY FILE AN
ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF GUARANTORS AND AGENT AND LENDERS TO THE WAIVER OF
THEIR RIGHT TO TRIAL BY JURY.
(e) Agent and Lenders shall not have any liability to Guarantors
(whether in tort, contract, equity or otherwise) for losses suffered by
Guarantors in connection with, arising out of, or in any way related to the
transactions or relationships contemplated by this Guarantee, or any act,
omission or event occurring in connection herewith, unless it is determined
by a final and non-appealable judgment or court order binding on Agent and
Lenders that the losses were the result of acts or omissions constituting
gross negligence or willful misconduct. In any such litigation, Agent and
Xxxxxxx shall be entitled to the benefit of the rebuttable presumption that
they acted in good faith and with the exercise of ordinary care in the
performance by them of the terms of the Loan Agreement and the other
Financing Agreements.
11. Notices. All notices, requests and demands hereunder shall be in
writing and (a) made to Agent and Lenders at their addresses set forth above
and to each of Guarantors at its chief executive office set forth below, or
to such other address as either party may designate by written notice to the
other in accordance with this provision, and (b) deemed to have been given or
made: if delivered in person, immediately upon delivery; if by telex,
telegram or facsimile transmission, immediately upon sending and upon
confirmation of receipt; if by nationally recognized overnight courier
service with instructions to deliver the next business day, one (1) business
day after sending; and if by certified mail, return receipt requested, five
(5) days after mailing.
12. Partial Invalidity. If any provision of this Guarantee is held to
be invalid or unenforceable, such invalidity or unenforceability shall not
invalidate this Guarantee as a whole, but this Guarantee shall be construed
as though it did not contain the particular provision held to be invalid or
unenforceable and the rights and obligations of the parties shall be
construed and enforced only to such extent as shall be permitted by
applicable law.
13. Entire Agreement. This Guarantee represents the entire agreement
and understanding of this parties concerning the subject matter hereof, and
supersedes all other prior agreements, understandings, negotiations and
discussions, representations, warranties, commitments, proposals, offers and
contracts concerning the subject matter hereof, whether oral or written.
14. Successors and Assigns. This Guarantee shall be binding upon
Guarantors and their respective successors and assigns and shall inure to the
benefit of Agent and Xxxxxxx and their successors, endorsees, transferees and
assigns. The liquidation, dissolution or termination of any of Guarantors
shall not terminate this Guarantee as to such entity or as to any of the
other Guarantors.
15. Construction. All references to the term "Guarantors" wherever
used herein shall mean each and all of Guarantors and their respective
successors and assigns, individually and collectively, jointly and severally
(including, without limitation, any receiver, trustee or custodian for any of
Guarantors or any of their respective assets or any of Guarantors in its
capacity as debtor or debtor-in-possession under the United States Bankruptcy
Code). All references to the term "Agent and Lenders" wherever used herein
shall mean Agent and Lenders and their successors and assigns and all
references to the term "Borrower" wherever used herein shall mean Borrower
and its successors and assigns (including, without limitation, any receiver,
trustee or custodian for Borrower or any of their assets or Borrower in their
capacity as debtors or debtors-in-possession under the United States
Bankruptcy Code). All references to the term "Person" or "person" wherever
used herein shall mean any individual, sole proprietorship, partnership,
corporation (including, without limitation, any corporation which elects
subchapter S status under the Internal Revenue Code of 1986, as amended),
limited liability company, limited liability partnership, business trust,
unincorporated association, joint stock corporation, trust, joint venture or
other entity or any government or any agency or instrumentality of political
subdivision thereof. All references to the plural shall also mean the
singular and to the singular shall also mean the plural.
IN WITNESS WHEREOF, each of Guarantors has executed and delivered this
Guarantee as of the day and year first above written.
WCI STEEL PRODUCTION CONTROL
SERVICES INC.
By:/S/ XXXX X. XXXXXXXX
----------------
Title: Secretary
----------
Chief Executive Office
----------------------
1040 Pine Avenue, S.E.
Warren, Ohio 44482
WCI STEEL METALLURGICAL SERVICES
INC.
By:/S/ XXXX X. XXXXXXXX
----------------
Title: Secretary
---------
Chief Executive Office
----------------------
1040 Pine Avenue, S.E.
Warren, Ohio 44482
WCI STEEL SALES L.P.
By: WCI Production Control Services
Inc., its general partner
By:/S/ XXXX X. XXXXXXXX
----------------
Title: Secretary
---------
Chief Executive Office
----------------------
1040 Pine Avenue, S.E.
Warren, Ohio 44482
STATE OF OHIO )
) ss.:
COUNTY OF TRUMBULL )
On this 31 day of October, 1997, before me personally came Xxxx X.
Xxxxxxxx, to me known, who stated that he is the Secretary of WCI STEEL
PRODUCTION CONTROL SERVICES INC., the corporation described in and which
executed the foregoing instrument; and that he signed his name thereto by
order of the Board of Directors of said corporation.
/S/ XXXXX X. XXXXXXXX
-----------------
Notary Public
XXXXX X. XXXXXXXX, Notary Public
State of Ohio
My Commission Expires April 14, 2000
STATE OF OHIO )
) ss.:
COUNTY OF TRUMBULL )
On this 31 day of October, 1997, before me personally came Xxxx X.
Xxxxxxxx, to me known, who stated that he is the Secretary of WCI STEEL
METALLURGICAL SERVICES INC., the corporation described in and which executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
/S/ XXXXX X. XXXXXXXX
-----------------
Notary Public
XXXXX X. XXXXXXXX, Notary Public
State of Ohio
My Commission Expires April 14, 2000
STATE OF OHIO )
) ss.:
COUNTY OF TRUMBULL )
On this 31 day of October, 1997, before me personally came Xxxx X.
Xxxxxxxx, to me known, who stated that he is the Secretary of WCI STEEL
PRODUCTION CONTROL SERVICES, INC., the sole general partner of WCI STEEL
SALES LP, the limited partnership described in and which executed the
foregoing instrument; and that he signed his name thereto by order of such
general partner of the limited partnership.
/S/ XXXXX X. XXXXXXXX
-----------------
Notary Public
XXXXX X. XXXXXXXX, Notary Public
State of Ohio
My Commission Expires April 14, 2000
