Loan and Security Agreement
Elgin Sweeper Company, Vactor Manufacturing Inc.
and E-One New York, Inc.,
Each as a Borrower,
as Lender
Page | ||||||||
Article I | Loans | 2 | ||||||
Section 1.1 | Uncommitted Loan Facility | 2 | ||||||
Section 1.2 | Loan Account(s) | 4 | ||||||
Section 1.3 | Interest | 5 | ||||||
Section 1.4 | Designated Representative; Authorized Persons | 6 | ||||||
Section 1.5 | Change of Circumstances | 6 | ||||||
Section 1.6 | Taxes on Payments | 7 | ||||||
Section 1.7 | Tax Characteristics of Leases | 7 | ||||||
Article II | Payments And Collections | 7 | ||||||
Section 2.1 | Repayment of Loans; Payment of Other Amounts | 7 | ||||||
Section 2.2 | Establishment of Lock-Box and Lock-Box Account | 8 | ||||||
Section 2.3 | Collections to be Directed to Lock-Box and Lock-Box Account | 8 | ||||||
Section 2.4 | Application of Collections and Other Payments | 9 | ||||||
Section 2.5 | Rate Compression Payments and Other Mandatory Prepayments | 12 | ||||||
Section 2.6 | Optional Prepayments | 12 | ||||||
Section 2.7 | Multiple Borrowers; Several and Not Joint Liability | 12 | ||||||
Article III | Security | 13 | ||||||
Section 3.1 | Collateral | 13 | ||||||
Section 3.2 | Cash Collateral | 13 | ||||||
Section 3.3 | Documentation; Fees | 13 | ||||||
Section 3.4 | Verifications and Retitling | 14 | ||||||
Section 3.5 | Cross Collateralization | 14 | ||||||
Section 3.6 | Release of Lien | 14 | ||||||
Article IV | Representations And Warranties | 15 | ||||||
Section 4.1 | Representations and Warranties | 15 | ||||||
Article V | Limitations on Recourse; Repurchase and Substitution of Leases | 19 | ||||||
Section 5.1 | Limitations on Recourse | 19 | ||||||
Section 5.2 | Substitutions | 19 | ||||||
Article VI | Conditions Precedent | 20 | ||||||
Section 6.1 | Conditions Precedent to Lender's Execution | 21 | ||||||
Section 6.2 | Conditions Precedent to All Requests for Funding of an Advance or Substitution | 21 |
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Section 6.3 | Conditions Subsequent to Lender's Execution | 22 | ||||||
Article VII | Covenants | 22 | ||||||
Section 7.1 | Affirmative Covenants | 22 | ||||||
Section 7.2 | Negative Covenants | 25 | ||||||
Article VIII | Administration And Collection | 26 | ||||||
Section 8.1 | Designation of Servicer | 26 | ||||||
Article IX | Events Of Default | 27 | ||||||
Section 9.1 | Events of Default | 27 | ||||||
Section 9.2 | Remedies | 29 | ||||||
Article X | Indemnification | 29 | ||||||
Section 10.1 | Indemnities | 29 | ||||||
Section 10.2 | Excluded Amounts | 31 | ||||||
Article XI | Assignments; Participations | 32 | ||||||
Section 11.1 | Assignments | 32 | ||||||
Section 11.2 | Participations | 32 | ||||||
Section 11.3 | Disclosures | 33 | ||||||
Section 11.4 | Pledges | 33 | ||||||
Article XII | Miscellaneous | 33 | ||||||
Section 12.1 | Waivers and Amendments | 33 | ||||||
Section 12.2 | Notices | 33 | ||||||
Section 12.3 | Revival of Voidable Transfers | 33 | ||||||
Section 12.4 | Protection of Interests of Lender | 34 | ||||||
Section 12.5 | Confidentiality | 34 | ||||||
Section 12.6 | Set-off | 35 | ||||||
Section 12.7 | Limitation of Liability; Knowledge of Lender | 36 | ||||||
Section 12.8 | Choice of Law | 36 | ||||||
Section 12.9 | Consent to Jurisdiction | 36 | ||||||
Section 12.10 | Waiver Of Jury Trial | 37 | ||||||
Section 12.11 | Integration; Binding Effect; Survival of Terms | 37 | ||||||
Section 12.12 | Interpretive Provisions | 37 | ||||||
Section 12.13 | Counterparts; Severability | 38 |
ii
Exhibit I | - | Definitions | ||
Exhibit II | - | Form of Request for Approval of Leases and Terms | ||
Exhibit III-A | - | Form of Request for Funding | ||
Exhibit III-B | - | Form of Request for Substitution | ||
Exhibit IV | - | [Intentionally Omitted] | ||
Exhibit V | - | Form of Lock-Box Control Agreement | ||
Exhibit VI | - | Form of Amended and Restated Servicing and Title Agency Agreement | ||
Exhibit VII | - | Lease Form(s) | ||
Exhibit VIII | - | Form of Amended and Restated FSS Guaranty | ||
Exhibit IX | - | Form of Monthly Servicing Report | ||
Schedule A-1 | - | Documents to be Delivered to the Lender on or prior to the Closing Date | ||
Schedule A-2 | Documents to be Delivered to the Lender after the Closing Date | |||
Schedule B | - | Legal Name; Jurisdiction of Organization; Places of Business of the Company Parties; Locations of Records; Federal Employer Identification Number(s) | ||
Schedule C | - | Information Re: Lock-Box Account | ||
Schedule D | - | Authorized Persons and Designated Representative |
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Borrowers: | ||||
E-One, Inc. | ||||
By: | ||||
Name: | ||||
Title: | ||||
By: | ||||
Name: | ||||
Title: | ||||
Address: | 1415 West 22nd Street, Suite 1100 Oak Brook, IL 60523 | |||
Attn.: | Treasurer | |||
Fax No.: | 630-954-2041 |
Elgin Sweeper Company | ||||
By: | ||||
Name: | ||||
Title: | ||||
By: | ||||
Name: | ||||
Title: | ||||
Address: | 1415 West 22nd Street, Suite 1100 Oak Brook, IL 60523 | |||
Attn.: | Treasurer | |||
Fax No.: | 630-954-2041 |
Vactor Manufacturing Inc. | ||||
By: | ||||
Name: | ||||
Title: | ||||
By: | ||||
Name: | ||||
Title: | ||||
Address: | 1415 West 22nd Street, Suite 1100 Oak Brook, IL 60523 | |||
Attn.: | Treasurer | |||
Fax No.: | 630-954-2041 |
E-One New York, Inc. | ||||
By: | ||||
Name: | ||||
Title: | ||||
By: | ||||
Name: | ||||
Title: | ||||
Address: | 1415 West 22nd Street, Suite 1100 Oak Brook, IL 60523 | |||
Attn.: | Treasurer | |||
Fax No.: | 630-954-2041 |
Designated Representative as to each Borrower: Federal Signal Corporation | ||||
By: | ||||
Name: | ||||
Title: | ||||
By: | ||||
Name: | ||||
Title: | ||||
1415 West 22nd Street, Suite 1100 Oak Brook, IL 60523 | ||||
Attn: | General Counsel | |||
Fax No.: | 630-954-2138 |
Lender: Banc of America Leasing & Capital, LLC | ||||
By: | ||||
Name: | ||||
Title: | ||||
Address: | 231 S. LaSalle St. 8th Floor Chicago, IL 60604 | |||
Fax No.: | 312-974-9052 |
Exhibit 1-1
Ex. I-2
Ex. I-3
Ex. I-4
Ex. I-5
Ex. I-6
Ex. I-7
Ex. I-8
Ex. I-9
Ex. I-10
Ex. I-11
Ex. I-12
Ex. I-13
Ex. I-14
Ex. I-15
Ex. I-16
Ex. I-17
Form of Request For Approval of Leases and Terms
To: | Banc of America Leasing & Capital, LLC | |
231 S. LaSalle Street, 8th Floor | ||
Chicago, IL 60604 | ||
From: | Federal Signal Corporation, as the Designated Representative | |
1415 West 22nd Street, 16th Floor | ||
Oak Brook, IL 60523 | ||
[Use applicable Borrower, delete others] | ||
E-One, Inc. | ||
1415 West 22nd Street, Suite 1100 | ||
Oak Brook, IL 60523 | ||
Elgin Sweeper Company | ||
1415 West 22nd Street, Suite 1100 | ||
Oak Brook, IL 60523 | ||
Vactor Manufacturing Inc. | ||
1415 West 22nd Street, Suite 1100 | ||
Oak Brook, IL 60523 | ||
E-One New York, Inc. | ||
1415 West 22nd Street, Suite 1100 | ||
Oak Brook, IL 60523 |
Re: | Request for Approval of Leases and Terms |
Ex. II-1
Ex. II-2
Borrower: [Use applicable Borrower; delete others] [E-One, Inc. | ||||
By: | ||||
Name: | ||||
Title: | ] | |||
[Elgin Sweeper Company | ||||
By: | ||||
Name: | ||||
Title: | ] | |||
[Vactor Manufacturing Inc. | ||||
By: | ||||
Name: | ||||
Title: | ] | |||
[E-One New York, Inc. | ||||
By: | ||||
Name: | ||||
Title: | ] | |||
[or | ||||
Designated Representative on behalf of [insert applicable Borrower]: Federal Signal Corporation | ||||
By: | ||||
Name: | ||||
Title: | ] |
Ex. II-3
to Request for Approval of Leases and Terms
Ex. II-4
Scheduled | Number and | Aggregate Gross | ||||||||||||||||||
Description | Original | Payments | Frequency of | Balance of all | ||||||||||||||||
Lease ID | Obligor Name and | of Related | Equipment | Start | Maturity | (Dollar Amount of | Remaining Scheduled | Remaining Scheduled | ||||||||||||
Number | Borrower | Address | Vehicle VIN | Equipment | Cost | Date | Date | each) | Payments | Payments | ||||||||||
Ex. II-5
To Request for Approval of Leases and Terms
Lease ID No. | Obligor | Deviation | ||
Ex. II-6
to Request for Approval of Leases and Terms
To: | Federal Signal Corporation, as the Designated Representative | |
1415 West 22nd Street, 16th Floor | ||
Oak Brook, IL 60523 | ||
[Use applicable Borrower, delete others] | ||
E-One, Inc. | ||
1415 West 22nd Street, Suite 1100 | ||
Oak Brook, IL 60523 | ||
Elgin Sweeper Company | ||
1415 West 22nd Street, Suite 1100 | ||
Oak Brook, IL 60523 | ||
Vactor Manufacturing Inc. | ||
1415 West 22nd Street, Suite 1100 | ||
Oak Brook, IL 60523 | ||
E-One New York, Inc. | ||
1415 West 22nd Street, Suite 1100 | ||
Oak Brook, IL 60523 | ||
From: | Banc of America Leasing & Capital, LLC | |
231 S. LaSalle Street, 8th Floor | ||
Chicago, IL 60604 |
Re: | Approval of Leases and Terms |
Ex. II-7
Banc of America Leasing & Capital, LLC | ||||
By: | ||||
Name: | ||||
Title: |
Ex. II-8
to Lease and Terms Approval
Aggregate of | ||||||||||||||||||||||||
Lease ID | Cut-Off | Remaining Scheduled | Estimated | Estimated | ||||||||||||||||||||
Number | Obligor | Borrower | Date | Payments | NPV | Advance Amount | ||||||||||||||||||
Ex. II-9
Form of Request for Funding of Advance or Conversion
To: | Banc of America Leasing & Capital, LLC | |
231 S. LaSalle Street, 8th Floor | ||
Chicago, IL 60604 | ||
From: | Federal Signal Corporation, as the Designated Representative | |
1415 West 22nd Street, 16th Floor | ||
Oak Brook, IL 60523 | ||
[Use applicable Borrower, delete others] | ||
E-One, Inc. | ||
1415 West 22nd Street, Suite 1100 | ||
Oak Brook, IL 60523 | ||
Elgin Sweeper Company | ||
1415 West 22nd Street, Suite 1100 | ||
Oak Brook, IL 60523 | ||
Vactor Manufacturing Inc. | ||
1415 West 22nd Street, Suite 1100 | ||
Oak Brook, IL 60523 | ||
E-One New York, Inc. | ||
1415 West 22nd Street, Suite 1100 | ||
Oak Brook, IL 60523 |
Re: | Request for Funding of Advance or Conversion |
Ex. III-A-1
1. | The proposed date of the Advance (the “Advance Date”) is , 20___, which is a Business Day. | ||
2. | The estimated principal amount of the Advance is $ . | ||
3. | The Advance is requested for the account of [insert applicable Borrower(s)]. Such Advance has been authorized by all necessary corporate action and will not cause the requesting Borrower to exceed the maximum principal amount that may be outstanding under the Loan Agreement pursuant to such Borrower’s corporate approvals. | ||
4. | Each Lease to be included in the requesting Borrower’s Lease Pool and as Collateral for the Obligations of the requesting Borrower (but without limiting any prior designation of Leases as Collateral) is listed on the schedule set forth as Annex A hereto. Set forth opposite the identification number of each Lease is the estimated NPV of such Lease provided to us by you pursuant to the related Lease and Terms Approval, calculated as of the Advance Date. | ||
5. | We request that such Advance be a [LIBOR Loan/Fixed Rate Loan]. | ||
6. | We confirm that [(a) If the Advance is to be a Fixed Rate Loan, the weighted average life of the Leases listed on Annex A, as of the date of the Advance is [ ], and (b)] the Applicable Margin with respect to the requested Advance shall be ___%. | ||
7. | Each Lease listed on Annex A hereto is as of the date hereof and will be as of the proposed Advance Date an Eligible Lease.] |
1. | The proposed date of the Conversion (the “Conversion Date”) is , 20___, which is a Business Day. | ||
2. | The aggregate principal amount of the LIBOR Loan(s) to be Converted is $ . | ||
3. | The Conversion is for the account of [applicable Borrower ]. | ||
4. | The weighted average life of the Leases relating to the LIBOR Loan(s) to be Converted, as of the date of the Conversion, is[ ]. |
Ex. III-A-2
5. | We confirm that the Applicable Margin with respect to the Converted Loan(s) will be ___%. | ||
6. | We confirm that all of the Collateral for the Loan(s) will continue to be security for the Converted Loan(s).] |
Ex. III-A-3
Borrowers: [E-One, Inc. | ||||
By: | ||||
Name: | ||||
Title: | ] | |||
[Elgin Sweeper Company | ||||
By: | ||||
Name: | ||||
Title: | ] | |||
[Vactor Manufacturing Inc. | ||||
By: | ||||
Name: | ||||
Title: | ] | |||
[E-One New York, Inc. | ||||
By: | ||||
Name: | ||||
Title: | ] | |||
[or | ||||
Designated Representative on behalf of [insert applicable Borrower]: Federal Signal Corporation | ||||
By: | ||||
Name: | ||||
Title: | ] |
Ex. III-A-4
to Request for Funding of Advance
Lease Identification | NPV As Of Advance | |||||
Number | Obligor | Borrower | Date | |||
Ex. III-A-5
Form of Request For Substitution
To: | Banc of America Leasing & Capital, LLC | |
231 S. LaSalle Street, 8th Floor | ||
Chicago, IL 60604 | ||
From: | Federal Signal Corporation, as the Designated Representative | |
1415 West 22nd Street, 16th Floor | ||
Oak Brook, IL 60523 | ||
[Use applicable Borrower, delete others] | ||
E-One, Inc. | ||
1415 West 22nd Street, Suite 1100 | ||
Oak Brook, IL 60523 | ||
Elgin Sweeper Company | ||
1415 West 22nd Street, Suite 1100 | ||
Oak Brook, IL 60523 | ||
Vactor Manufacturing Inc. | ||
1415 West 22nd Street, Suite 1100 | ||
Oak Brook, IL 60523 | ||
E-One New York, Inc. | ||
1415 West 22nd Street, Suite 1100 | ||
Oak Brook, IL 60523 | ||
Re: | Request for Funding of Advance |
Ex. III-B-1
Bank: | ||||||
Bank Address: | ||||||
ABA #: | ||||||
Account Name: | ||||||
Account No.: | ||||||
Reference: | ||||||
Borrower: [Use applicable Borrower and delete others] [E-One, Inc. | ||||
By: | ||||
Name: | ||||
Title: |
Ex. III-B-2
[Elgin Sweeper Company | ||||
By: | ||||
Name: | ||||
Title: | ||||
[Vactor Manufacturing Inc. | ||||
By: | ||||
Name: | ||||
Title: | ||||
[E-One New York, Inc. | ||||
By: | ||||
Name: | ||||
Title: | ||||
[or Designated Representative on behalf of [insert applicable Borrower]: Federal Signal Corporation | ||||
By: | ||||
Name: | ||||
Title: |
Ex. III-B-3
to Request for Substitution
Lease | Estimated NPV | |||||||||||||
Identification | As Of Substitution | |||||||||||||
Lessee | Borrower | Number | Date |
Ex. III-B-4
to Request for Substitution
Lease | Estimated NPV | |||||||||||||
Identification | As Of Substitution | |||||||||||||
Lessee | Borrower | Number | Date |
Ex. III-B-5
Ex. IV
Form of Lock-Box Control Agreement
Ex. V
Form of Amended and Restated Servicing and Title Agency Agreement
Ex. VI
Lease Form(s)
Ex. VII
Form of Amended and Restated FSS Guaranty
Ex. VIII
Form of Monthly Servicing Report
Ex. IX
Documents To Be Delivered To The Lender
On Or Prior To The Closing Date
1. | Fully completed and executed copies of each of the Transaction Documents. | |
2. | Copy of the Resolutions of the Board of Directors of each Company Party certified by its Secretary authorizing such Person’s execution, delivery and performance of the Transaction Documents and any other documents to be delivered by it thereunder. | |
3. | Articles or Certificate of Incorporation of each Company Party certified by the Secretary of State of its jurisdiction of incorporation on or within thirty (30) days prior to the Closing Date. | |
4. | Good Standing Certificate for each Company Party issued by the Secretaries of State of its state of incorporation and each jurisdiction where it has material operations, each of which is listed below: |
(a) | E-One: Delaware, Illinois, Florida, California, Louisiana | ||
(b) | Elgin Sweeper Company: Illinois, Delaware, Louisiana, Alabama | ||
(c) | Vactor Manufacturing Inc.: Illinois | ||
(d) | E-One New York, Inc.: New York | ||
(e) | FSS: Delaware, Illinois |
5. | A certificate of the Secretary of each Company Party certifying (i) the names and signatures of the officers authorized on its behalf to execute each of the Transaction Documents and any other documents to be delivered by it thereunder and (ii) a copy of such Person’s By-Laws. | |
6. | Pre-filing state and federal tax lien, judgment lien and UCC lien searches against each Company Party from the following jurisdictions: |
(a) | E-One: Delaware | ||
(b) | Elgin Sweeper Company: Delaware | ||
(c) | Vactor Manufacturing Inc.: Illinois | ||
(d) | E-One New York, Inc.: New York |
Sched. A-1-1
(e) | FSS: Delaware, Illinois |
7. | Authorized UCC-1 financing statements in proper form for filing under the UCC on or before the date of the initial Advance in all jurisdictions as may be necessary or, in the opinion of Lender, desirable, under the UCC of all appropriate jurisdictions or any comparable law in order to perfect the security interests in the Collateral in favor of Lender, as contemplated by the Agreement. | |
8. | Authorized UCC-3 termination statements, if any, in proper form for filing necessary to release all security interests and other rights of any Person in the Collateral granted by any Borrower. | |
9. | Favorable opinion(s) of legal counsel for the Company Parties, reasonably acceptable to Lender which addresses the following matters and such other matters as Lender may reasonably request: |
• | Each Company Party is a corporation duly incorporated, validly existing, and in good standing under the laws of its state of incorporation. | ||
• | Each Company Party has all requisite authority to conduct its business in each jurisdiction where failure to be so qualified would have a material adverse effect on such Person’s business. | ||
• | The execution and delivery by each Company Party of this Agreement and by each Company Party of each other Transaction Document to which it is a party and its performance of its obligations thereunder have been duly authorized by all necessary corporate or partnership action and proceedings on the part of such Person and will not: |
(a) | require any action by or in respect of, or filing with, any governmental body, agency or official (other than the filing of UCC financing statements); | ||
(b) | contravene, or constitute a default under, any provision of applicable law or regulation or of its articles or certificate of incorporation or bylaws, partnership agreement, or of any material agreement, judgment, injunction, order, decree or other instrument binding upon such Person; or | ||
(c) | result in the creation or imposition of any Adverse Claim on assets of such Person or any of its Subsidiaries (except as contemplated by this Agreement). |
• | This Agreement and each other Transaction Document to which any Company Party is a party has been duly executed and delivered by such Person and constitutes the legal, valid, and binding obligation of such Person, enforceable in accordance with its terms, except to the extent the enforcement thereof may be |
Sched. A-1-2
limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and subject also to the availability of equitable remedies if equitable remedies are sought. | |||
• | The provisions of the Agreement are effective to create a valid security interest in favor of Lender in all Receivables and all other Collateral, and upon the filing of financing statements, Lender shall acquire a perfected security interest in such Receivables and other Collateral. | ||
• | To the best of the opinion giver’s knowledge, there is no action, suit or other proceeding against any Company Party that would materially adversely affect the business or financial condition of such Person or that would materially adversely affect the ability of such Person to perform its obligations under any Transaction Document to which it is a party. |
10. | Executed copies of (i) all consents from and authorizations by any Persons and (ii) all waivers and amendments to existing credit facilities or other material agreements that are necessary in connection with entering into the Transaction Documents. |
Sched. A-1-3
Documents To Be Delivered To The Lender
Within Sixty (60) Days After The Closing Date
Sched. A-2-1
Legal Name; Jurisdiction of Organization;
Places of Business of the Company Parties;
Locations of Records;
Federal Employer Identification Number(s)
1. | Federal Signal Corporation, a Delaware corporation | ||
2. | E-One, Inc., a Delaware corporation | ||
3. | Elgin Sweeper Corporation, a Delaware corporation | ||
4. | Vactor Manufacturing Inc., an Illinois corporation | ||
5. | E-One New York, Inc., a New York corporation |
1. | Federal Signal Corporation 1415 West 22nd Street, Suite 1100 Oak Brook, IL 60523 | ||
2645 Federal Signal Drive University Park, IL 60466 | |||
2. | E-One, Inc. 1601 SW 37th Avenue Ocala, FL 34474 | ||
3. | Elgin Sweeper Company 1300 W. Bartlett Road Elgin, IL 60120 | ||
4. | Vactor Manufacturing Inc. 1621 S. Illinois Street Streator, IL 61364 | ||
5. | E-One New York, Inc. 1601 SW 37th Avenue Ocala, FL 34474 |
Sched. B-1
1. | Federal Signal Corporation 1415 West 22nd Street, Suite 1100 Oak Brook, IL 60523 | ||
2. | E-One, Inc. 1415 West 22nd Street, Suite 1100 Oak Brook, IL 60523 | ||
3. | Elgin Sweeper Company 1415 West 22nd Street, Suite 1100 Oak Brook, IL 60523 | ||
4. | Vactor Manufacturing Inc. 1415 West 22nd Street, Suite 1100 Oak Brook, IL 60523 | ||
5. | E-One New York, Inc. 1415 West 22nd Street, Suite 1100 Oak Brook, IL 60523 |
1. | Federal Signal Corporation 36-1063330 | ||
2. | E-One, Inc. 59-1515283 | ||
3. | Elgin Sweeper Company 36-2351764 | ||
4. | Vactor Manufacturing Inc. 36-3961939 | ||
5. | E-One New York, Inc. 16-0990705 |
Sched. B-2
1. | Federal Signal Corporation — None. | ||
2. | E-One, Inc. — None. | ||
3. | Elgin Sweeper Company — None. | ||
4. | Vactor Manufacturing Inc. — None. | ||
5. | E-One New York, Inc. — Saulsbury Fire Rescue, Inc., a New York corporation (name changed to EONY 7/10/2003) |
Sched. B-3
Information Re: Lock-Box Account
Sched. C-1
Authorized Persons and Designated Representative
1. | Treasurer | |
2. | Director — Treasury Operations |
1. | Treasurer | |
2. | Director — Treasury Operations |
1. | Treasurer | |
2. | Director — Treasury Operations |
1. | Treasurer | |
2. | Director — Treasury Operations |
1. | Chief Financial Officer | |
2. | Vice President — Taxes | |
3. | Treasurer | |
4. | Director — Treasury Operations |
Sched. D-1
1. | Chief Financial Officer | |
2. | Vice President — Taxes | |
3. | Treasurer | |
4. | Director — Treasury Operations |
Sched. D-2