EXHIBIT 10.23
[LOGO FOR M&T BANK] CONTINUING GUARANTY
(Corporation or Partnership)
GUARANTOR: CVC PRODUCTS, INC.
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Name
000 Xxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000
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Address of Chief Executive Office
a |x| corporation |_| general partnership |_| limited partnership
|_|_______ organized under the laws of the State of Delaware
BORROWER: CVC Holdings, Inc.
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Name
000 Xxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000
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Address
BANK: Manufacturers and Traders Trust Company, One M&T Plaza, Buffalo, New
York 14240 Attention: Office of General Counsel
1. Guaranty. (a) Guarantor guarantees to the Bank the full and immediate
payment and performance of all of Borrower's obligations to the Bank from time
to time of every kind and nature, now existing and hereafter incurred, direct
and contingent, liquidated, secured and unsecured, matured and unmatured,
including all accrued and unpaid interest and all Expenses (defined below) even
if such obligations were originally contracted with another lender or jointly
with other borrowers, even if not evidenced by a writing, and even if
periodically extinguished and reincurred (the "Obligations"). Guarantor will pay
or perform its obligations under this Guaranty upon demand. This is a guaranty
of payment, not collection.
(b) Guarantor acknowledges the receipt of valuable consideration for this
Guaranty and acknowledges that the Bank is relying on this Guaranty in making a
financial accommodation to Borrower, whether a commitment to lend, extension,
modification or replacement of, or forbearance with respect to, any Obligation,
cancellation of another guaranty, purchase of Borrower's assets, or other
valuable consideration.
2. Continuing, Unconditional and Unlimited Guaranty. This Guaranty is
irrevocable, continuing, unconditional and general without any limitation.
3. Guarantor's Waivers. (a) Guarantor's obligations shall not be released,
impaired or affected in any way by (i) Borrower's bankruptcy, reorganization or
insolvency under any law or that of any other party, or by any action of a
trustee in any such proceeding; (ii) failure of any other party to perform its
obligations to the Bank; or (iii) any other circumstance that might constitute a
legal or equitable defense to Guarantor's obligations under this Guaranty,
including without limitation: (A) any new agreements or obligations of Borrower
with or to the Bank, amendments, changes in rate of interest, extensions of time
of payments, modifications, renewals or the existence of or waivers of default
as to any existing or future agreements of Borrower or any other party with the
Bank; (B) any adjustment, compromise or release of any Obligations of Borrower,
by the Bank or any other party; the existence or nonexistence or order of any
filings, exchanges, releases, impairment or sale of, any security for the
Obligations, or the order in which payments and proceeds of collateral are
applied; or acceptance by the Bank of any writing intended by any other party to
create an accord and satisfaction with respect to any of the Obligations; (C)
any delay in or failure to call for, take, hold, continue, collect, preserve or
protect, replace, assign, sell, lease, exchange, convert or otherwise transfer
or dispose of, perfect a security interest in, realize upon or enforce any
security interest in any security for the Obligations, regardless of its value;
(D) any exercise, delay in the exercise or waiver of, any failure to exercise,
or any forbearance or other indulgence relating to, any right or remedy of the
Bank against any Guarantor, Borrower or other person or relating to the
Obligations, to any portion thereof or to any security for the Obligations; (E)
any fictitiousness, incorrectness, invalidity or unenforceability, for any
reason, of any instrument or other agreement, or act of commission or omission
by the Bank or Borrower; (F) any composition, extension, moratoria or other
statutory relief granted to Borrower; or (G) any interruption in the business
relations between the Bank and Borrower, or any dissolution or change in form of
organization, name or ownership of Borrower or Guarantor.
(b) Waivers of Notice, etc. The Guarantor waives acceptance, assent and
all rights of notice or demand including without limitation (i) notice of
acceptance of this Guaranty, of Borrower's default or nonpayment of any
Obligation, and of changes in Borrower's financial condition; (ii) presentment,
protest, notice of protest and demand for payment; and (iii) any other notice,
demand or condition to which Guarantor might otherwise be entitled prior to the
Bank's reliance on or enforcement of this Guaranty.
(c) Waiver of Subrogation. The Guarantor hereby waives any claim, right or
remedy which Guarantor may now have or hereafter acquire against Borrower that
arises hereunder or from the performance by Guarantor hereunder including,
without limitation, any claim, remedy or right of subrogation, reimbursement,
exoneration, indemnification, contribution or participation in any claim , right
or remedy of Bank against Borrower or any security which Bank now has or
hereafter acquires, whether or not such claim, right or remedy arises in equity,
under contract, by statute, under common law or otherwise.
4. Termination; Reinstatement. This Guaranty can be terminated (a) only
with respect to Obligations not yet incurred, and (b) only by actual receipt by
the Bank officer named above of written notice of Guarantor's intent to
terminate (or Guarantor's dissolution) plus (c) the lapse of a reasonable time
for Bank to act on such notice. This Guaranty cannot be terminated with respect
to any Obligations committed or contracted for or outstanding at the time the
Bank acts on such notice, or any prior or subsequent modifications, renewals,
extensions or replacements of or interest on such Obligations, or related
expenses. If any payment the Bank has received prior to termination subsequently
is declared fraudulent or preferential or for any other reason required to be
surrendered, Guarantor's obligations under this Guaranty and any related
security agreements shall be reinstated and remain in effect until the Bank has
actually received payment in full of the Obligations.
5. Expenses. Guarantor agrees to reimburse the Bank on demand for all the
Bank's expenses, costs, damages and losses of any kind or nature, including
without limitation actual attorneys' fees and disbursements whether for internal
or external counsel incurred by the Bank in attempting to enforce this Guaranty,
collect or restructure any of the Obligations, realize on any collateral, or for
any other purpose related to the Obligations including but not limited to costs
of workout, negotiations, redocumentation or bankruptcy or other legal
proceedings or appeal (collectively, "Expenses"). Expenses will accrue interest
at the highest legal rate until payment is actually received by the Bank.
6. Financial and Other Information. Guarantor shall promptly deliver to
the Bank copies of all annual reports, proxy statements and similar information
distributed to shareholders or partners and of all filings with the Securities
and Exchange Commission and the Pension Benefit Guaranty Corporation and shall
provide in form satisfactory to the Bank: (i) within sixty days after the end of
each of its first three fiscal quarters, consolidated statements of income and
cash flows for the quarter, for the corresponding quarter in the previous
fiscal year and for the period from the end of the previous fiscal year, with a
consolidated balance sheet as of the quarter end; and (ii) within ninety days
after the end of each fiscal year, consolidated statements of Guarantor's income
and cash flows and its consolidated balance sheet as of the end of each fiscal
year, setting forth comparative figures for the preceding fiscal year and to be:
|x| audited |_| reviewed |_| compiled by an independent certified public
accountant acceptable to the Bank; all such statements shall be certified by
Guarantor's chief financial officer or partner to be correct, not misleading and
in accordance with Guarantor's records and to present fairly the results of
Guarantor's operations and cash flows and if annual its financial position at
year end in conformity with generally accepted accounting principles. If no box
is checked, Guarantor shall deliver financial statements and information in the
form and at the times satisfactory to the Bank. Guarantor represents that its
assets are not subject to any liens, encumbrances or contingent liabilities
except as fully disclosed to the Bank in such statements. Guarantor authorizes
the Bank from time to time to obtain, verify and review all financial data
deemed appropriate by the Bank in connection with this Guaranty and the
Obligations, including without limitation credit reports from agencies.
7. Security; Right of Setoff. As further security for payment of the
Obligations, Expenses and any other obligations of Guarantor to the Bank,
Guarantor hereby grants to the Bank a security interest in all money, securities
and other property of Guarantor in the actual or constructive possession or
control of the Bank including
without limitation all deposits and other accounts owing at any time by the Bank
in any capacity to Guarantor in any capacity (collectively, "Property"). The
Bank shall have the right to set off Guarantor's Property against any of
Guarantor's obligations to the Bank and shall have all of the rights and
remedies of a secured party under the Uniform Commercial Code in addition to
those under this Guaranty and other agreements and applicable law.
8. No Transfer of Assets. Guarantor shall not transfer, reinvest or
otherwise dispose of its assets in a manner or to an extent that would or might
impair Guarantor's ability to perform its obligations under this Guaranty.
9. Nonwaiver by the Bank; Miscellaneous. This is the entire agreement
between Guarantor and the Bank with respect to the Guaranty. This Guaranty may
be assigned by the Bank, shall inure to the benefit of the Bank and its
successors and assigns, and shall be binding upon Guarantor and its successors
and assigns. All rights and remedies of the Bank are cumulative and no such
right or remedy shall be exclusive of any other right or remedy. This Guaranty
does not supersede any other guaranty or security granted to the Bank by
Guarantor or others (except as to Guarantor's Waiver of Subrogation rights
above). No single, partial or delayed exercise by the Bank of any right or
remedy shall preclude exercise by the Bank at any time at its sole option of the
same or any other right or remedy of the Bank without notice. No course of
dealing or other conduct, no oral agreement or representation made by the Bank
or usage of trade shall operate as a waiver of any right or remedy of the Bank.
No waiver or amendment of any right or remedy of the Bank or release by the Bank
shall be effective unless made specifically in writing by the Bank. This
Guaranty shall by governed by the laws of the State of New York, without regard
to its principles of conflict of laws. Each provision of this Guaranty shall be
interpreted as consistent with existing law and shall be deemed amended to the
extent necessary to comply with any conflicting law. If any provision is
nevertheless held invalid the other provisions shall remain in effect. Captions
are solely for convenience and are not part of the substance of this Guaranty.
10. Joint and Several; Primary Obligation. If there is more than one
Guarantor, each Guarantor jointly and severally guarantees the payment and
performance in full of all obligations under this Guaranty and agrees that the
Bank need not seek payment from any source other than the undersigned Guarantor.
This Guaranty is a primary obligation. Guarantor's obligations hereunder are
separate and independent of Xxxxxxxx's, and a separate action may be brought
against Guarantor whether or not action is brought or joined against or with
Borrower or any other party.
11. Authorization. Guarantor certifies that it is an entity in the form
described above duly organized and in good standing under the laws of the State
of its organization and duly authorized to do business in each State material to
the conduct of its business. Guarantor has determined that the execution of this
Guaranty will be in its best interest, to its direct benefit, incidental to its
powers, and in furtherance of its duly acknowledged purposes and objectives.
Execution of this Guaranty by the persons signing below has been authorized by
all necessary corporate action, including directors' and shareholders consent,
as evidenced by the attached certificates, or (as appropriate) is authorized by
its partnership agreement or governing instrument, a certified copy of which is
attached. Guarantor's chief executive office is located at the above address.
12. Guarantor's Consents. In any action or other legal proceeding relating
to this Guaranty, Guarantor (a) consents to the personal jurisdiction of any
State or federal court located in the State of New York and (b) agrees that in
any proceeding concerning this Guaranty, (i) a copy of this Guaranty kept in the
Bank's course of business may be admitted into evidence as an original, and (ii)
Guarantor will not interpose any counterclaims, setoff or defense of any nature.
13. WAIVER OF JURY TRIAL. GUARANTOR AND THE BANK EACH WAIVE ANY RIGHT TO
TRIAL BY JURY IN ANY ACTION WITH RESPECT TO THIS GUARANTY.
GUARANTOR:
DATE September 30, 1996 CVC PRODUCTS, INC.
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TIN # 00-0000000 By: /s/ Xxxxxx X. XxXxxxxxx
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Name: Xxxxxx X. XxXxxxxxx
Title: Senior Vice President and Chief
Financial Officer
ACKNOWLEDGMENT
STATE OF NEW YORK )
:SS.
COUNTY OF MONROE )
On the 30th day of September in the year 1996, before me personally came Xxxxxx
X. XxXxxxxxx
|_| Partnership to me known and known to me to be a general partner of
the partnership described in and which executed the
above instrument, and __he duly acknowledged to me that
__he executed the above instrument for and on the behalf
of said partnership.
|x| Corporation to me known, who, being by me duly sworn, did dispose
and say that __he resides in _________________________
________________________________________________; that
__he is the Senior Vice President and Chief Fin. Officer
of CVC Products, Inc. the corporation described in and
which executed the above instrument; and that __he
signed his (her) name thereto by order of the board of
directors of said corporation.
/s/Xxxxxx X. Forth
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Notary Public
XXXXXX X. XXXXX
Notary Public, State of New York
Qualified in Monroe County
Commission Expires June 6, 1996
FOR BANK USE ONLY
Authorization Confirmed:
/s/ [ILLEGIBLE]
------------------------
Signature
DOC QTY DATE 2-2-96
COM C.V.C HOLDING
6.S. U.
2073060000
[LOGO OF M&T BANK] CONTINUING GUARANTY
(Corporation or Partnership)
GUARANTOR: CVC Holdings, Inc.
-----------------------------------------------------------------------
Name
000 Xxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000
-----------------------------------------------------------------------
Address of Chief Executive Office
a |x| corporation |_| general partnership |_| limited partnership
|_|_______ organized under the laws of the State of Delaware
BORROWER: CVC Products, Inc. 2073150009
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Name
000 Xxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000
-----------------------------------------------------------------------
Address
BANK: Manufacturers and Traders Trust Company, One M&T Plaza, Buffalo, New York
14240 Attention: Office of General Counsel
1. Guaranty (a) Guarantor guarantees to the Bank the full and immediate
payment and performance of all of Borrower's obligations to the Bank from time
to time of every kind and nature, now existing and hereafter incurred, direct
and contingent, liquidated and unliquidated, secured and unsecured, matured and
unmatured, including all accrued and unpaid interest and all Expenses (defined
below) even if such obligations were originally contracted with another lender
or jointly with other borrowers, even if not evidenced by a writing, and even if
periodically extinguished and reincurred (the "Obligations"). Guarantor will pay
or perform its obligations under this Guaranty upon demand. This is a guaranty
of payment, not collection.
(b) Guarantor acknowledges the receipt of valuable consideration for this
Guaranty and acknowledges that the Bank is relying on this Guaranty in making a
financial accommodation to Borrower, whether a commitment to lend, extension,
modification or replacement of, or forbearance with respect to, any Obligation,
cancellation of another guaranty, purchase of Borrower's assets, or other
valuable consideration.
2. Continuing, Unconditional and Unlimited Guaranty. This Guaranty is
irrevocable, continuing, unconditional and general without any limitation.
3. Guarantor's Waivers. (a) Guarantor's obligations shall not be released,
impaired or affected in any way by (i) Borrower's bankruptcy, reorganization or
insolvency under any law or that of any other party, or by any action of a
trustee in any such proceeding; (ii) failure of any other party to perform its
obligations to the Bank; or (iii) any other circumstance that might constitute a
legal or equitable defense to Guarantor's obligations under this Guaranty,
including without limitation: (A) any new agreements or obligations of Borrower
with or to the Bank, amendments, changes in rate of interest, extensions of time
for payments, modifications, renewals or the existence of or waivers of default
as to any existing or future agreements of Borrower or any other party with the
Bank; (B) any adjustment, compromise or release of any Obligations of Borrower,
by the Bank or any other party; the existence or nonexistence or order of any
filings, exchanges, releases, impairment or sale of, any security for the
Obligations, or the order in which payments and proceeds of collateral are
applied; or acceptance by the Bank of any writing intended by any other party to
create an accord and satisfaction with respect to any of the Obligations; (C)
any delay in or failure to call for, take, hold, continue, collect, preserve or
protect, replace, assign, sell, lease, exchange, convert or otherwise transfer
or dispose of, perfect a security interest in, realize upon or enforce any
security interest in any security for the Obligations, regardless of its value;
(D) any exercise, delay in the exercise or waiver of, any failure to exercise,
or any forbearance or other indulgence relating to, any right or remedy of the
Bank against any Guarantor, Borrower or other person or relating to the
Obligations, to any portion thereof or to any security for the Obligations; (E)
any fictitiousness, incorrectness, invalidity or unenforceability, for any
reason, of any instrument or other agreement, or act of commission or omission
by the Bank or Borrower; (F) any composition, extension, moratoria or other
statutory relief granted to Borrower; or (G) any interruption in the business
relations between the Bank and Borrower, or any dissolution or change in form of
organization, name or ownership of Borrower or Guarantor.
(b) Waivers of Notice, etc. The Guarantor waives acceptance, assent and
all rights of notice or demand including without limitation (i) notice of
acceptance of this Guaranty, of Borrower's default or nonpayment of any
Obligation, and of changes in Borrower's financial condition; (ii) presentment,
protest, notice of protest and demand for payment; and (iii) any other notice,
demand or condition to which Guarantor might otherwise be entitled prior to the
Bank's reliance on or enforcement of this Guaranty.
(c) Waiver of Subrogation. The Guarantor hereby waives any claim, right or
remedy which Guarantor may now have or hereafter acquire against Borrower that
arises hereunder or from the performance by Guarantor hereunder including,
without limitation, any claim, remedy or right of subrogation, reimbursement,
exoneration, indemnification, contribution or participation in any claim , right
or remedy of Bank against Borrower or any security which Bank now has or
hereafter acquires, whether or not such claim, right or remedy arises in equity,
under contract, by statute, under common law or otherwise.
4. Termination; Reinstatement. This Guaranty can be terminated (a) only
with respect to Obligations not yet incurred, and (b) only by actual receipt by
the Bank officer named above of written notice of Guarantor's intent to
terminate (or Guarantor's dissolution) plus (c) the lapse of a reasonable time
for Bank to act on such notice. This Guaranty cannot be terminated with respect
to any Obligations committed or contracted for or outstanding at the time the
Bank acts on such notice, or any prior or subsequent modifications, renewals,
extensions or replacements of or interest on such Obligations, or related
expenses. If any payment the Bank has received prior to termination subsequently
is declared fraudulent or preferential or for any other reason required to be
surrendered, Guarantor's obligations under this Guaranty and any related
security agreements shall be reinstated and remain in effect until the Bank has
actually received payment in full of the Obligations.
5. Expenses. Guarantor agrees to reimburse the Bank on demand for all the
Bank's expenses, costs, damages and losses of any kind or nature, including
without limitation actual attorneys' fees and disbursements whether for internal
or external counsel incurred by the Bank in attempting to enforce this Guaranty,
collect or restructure any of the Obligations, realize on any collateral, or for
any other purpose related to the Obligations including but not limited to costs
of workout, negotiations, redocumentation or bankruptcy or other legal
proceedings or appeal (collectively, "Expenses"). Expenses will accrue interest
at the highest legal rate until payment is actually received by the Bank.
6. Financial and Other Information. Guarantor shall promptly deliver to
the Bank copies of all annual reports, proxy statements and similar information
distributed to shareholders or partners and of all filings with the Securities
and Exchange Commission and the Pension Benefit Guaranty Corporation and shall
provide in form satisfactory to the Bank: (i) within sixty days after the end of
each of its first three fiscal quarters, consolidating and consolidated
statements of income and cash flows for the quarter, for the corresponding
quarter in the previous fiscal year and for the period from the end of the
previous fiscal year, with a consolidating and consolidated balance sheet as of
the quarter end; and (ii) within ninety days after the end of each fiscal year,
consolidating and consolidated statements of Guarantor's income and cash flows
and its consolidating and consolidated balance sheet as of the end of each
fiscal year, setting forth comparative figures for the preceding fiscal year and
to be: |x| audited |_| reviewed |_| compiled by an independent certified public
accountant acceptable to the Bank; all such statements shall be certified by
Guarantor's chief financial officer or partner to be correct, not misleading and
in accordance with Guarantor's records and to present fairly the results of
Guarantor's operations and cash flows and if annual its financial position at
year end in conformity with generally accepted accounting principles. If no box
is checked, Guarantor shall deliver financial statements and information in the
form and at the times satisfactory to the Bank. Guarantor represents that its
assets are not subject to any liens, encumbrances or contingent liabilities
except as fully disclosed to the Bank in such statements. Guarantor authorizes
the Bank from time to time to obtain, verify and review all financial data
deemed appropriate by the Bank in connection with this Guaranty and the
Obligations, including without limitation credit reports from agencies.
7. Security; Right of Setoff. As further security for payment of the
Obligations, Expenses and any other obligations of Guarantor to the Bank,
Guarantor hereby grants to the Bank a security interest in all money, securities
and other property of Guarantor in the actual or constructive possession or
control of the Bank including
without limitation all deposits and other accounts owing at any time by the Bank
in any capacity to Guarantor in any capacity (collectively, "Property"). The
Bank shall have the right to set off Guarantor's Property against any of
Guarantor's obligations to the Bank and shall have all of the rights and
remedies of a secured party under the Uniform Commercial Code in addition to
those under this Guaranty and other agreements and applicable law.
8. No Transfer of Assets. Guarantor shall not transfer, reinvest or
otherwise dispose of its assets in a manner or to an extent that would or might
impair Guarantor's ability to perform its obligations under this Guaranty.
9. Nonwaiver by the Bank; Miscellaneous. This is the entire agreement
between Guarantor and the Bank with respect to the Guaranty. This Guaranty may
be assigned by the Bank, shall inure to the benefit of the Bank and its
successors and assigns, and shall be binding upon Guarantor and its successors
and assigns. All rights and remedies of the Bank are cumulative and no such
right or remedy shall be exclusive of any other right or remedy. This Guaranty
does not supersede any other guaranty or security granted to the Bank by
Guarantor or others (except as to Guarantor's Waiver of Subrogation rights
above). No single, partial or delayed exercise by the Bank of any right or
remedy shall preclude exercise by the Bank at any time at its sole option of the
same or any other right or remedy of the Bank without notice. No course of
dealing or other conduct, no oral agreement or representation made by the Bank
or usage of trade shall operate as a waiver of any right or remedy of the Bank.
No waiver or amendment of any right or remedy of the Bank or release by the Bank
shall be effective unless made specifically in writing by the Bank. This
Guaranty shall by governed by the laws of the State of New York, without regard
to its principles of conflict of laws. Each provision of this Guaranty shall be
interpreted as consistent with existing law and shall be deemed amended to the
extent necessary to comply with any conflicting law. If any provision is
nevertheless held invalid the other provisions shall remain in effect. Captions
are solely for convenience and are not part of the substance of this Guaranty.
10. Joint and Several; Primary Obligation. If there is more than one
Guarantor, each Guarantor jointly and severally guarantees the payment and
performance in full of all obligations under this Guaranty and agrees that the
Bank need not seek payment from any source other than the undersigned Guarantor.
This Guaranty is a primary obligation. Guarantor's obligations hereunder are
separate and independent of Xxxxxxxx's, and a separate action may be brought
against Guarantor whether or not action is brought or joined against or with
Borrower or any other party.
11. Authorization. Guarantor certifies that it is an entity in the form
described above duly organized and in good standing under the laws of the State
of its organization and duly authorized to do business in each State material to
the conduct of its business. Guarantor has determined that the execution of this
Guaranty will be in its best interests, to its direct benefit, incidental to its
powers, and in furtherance of its duly acknowledged purposes and objectives.
Execution of this Guaranty by the persons signing below has been authorized by
all necessary corporate action, including directors' and shareholder consent, as
evidenced by the attached certificates, or (as appropriate) is authorized by its
partnership agreement or governing instrument, a certified copy of which is
attached. Guarantor's chief executive office is located at the above address.
12. Guarantor's Consents. In any action or other legal proceeding relating
to this Guaranty, Guarantor (a) consents to the personal jurisdiction of any
State or federal court located in the State of New York and (b) agrees that in
any legal proceeding concerning this Guaranty, (i) a copy of this Guaranty kept
in the Bank's course of business may be admitted into evidence as an original,
and (ii) Guarantor will not interpose any counterclaims, setoff or defense of
any nature.
13. WAIVER OF JURY TRIAL. GUARANTOR AND THE BANK EACH WAIVE ANY RIGHT TO
TRIAL BY JURY IN ANY ACTION WITH RESPECT TO THIS GUARANTY.
GUARANTOR:
DATE February 2, 1996 CVC Holdings, Inc.
TIN # 00-0000000 By: /s/ Xxxxxx X. XxXxxxxxx
----------------------------------------
Xxxxxx X. XxXxxxxxx, Senior V.P. Finance
----------------------------------------
----------------------------------------
ACKNOWLEDGMENT
STATE OF NEW YORK )
:SS.
COUNTY OF MONROE )
On the 2 day of February in the year 1996, before me personally came Xxxxxx X.
XxXxxxxxx
|_| Partnership to me known and known to me to be a general partner of
the partnership described in and which executed the
above instrument, and __he duly acknowledged to me that
he executed the above instrument for and on the behalf
of said partnership.
|x| Corporation to me known, who, being by me duly sworn, did dispose
and say that __he resides in _________________________
________________________________________________; that
__he is the Senior VP Finance of CVC Holdings, Inc., the
corporation described in and which executed the above
instrument; and that __he signed his (her) name thereto
by order of the board of directors of said corporation.
/s/ Xxxx X. Xxxxxx
-------------------------------------
Notary Public
XXXX X. XXXXXX
Notary Public, in the State of New York
MONROE COUNTY
Commission Expires March 9, 1997
FOR BANK USE ONLY
Authorization Confirmed:
/s/ [ILLEGIBLE]
------------------------
Signature
