EURODOLLAR INSTALLMENT NOTE
(Demand Basis)
Tax I.D. No.:________________
PROMISSORY NOTE
$6,300,000 Detroit, Michigan
May 27, 1999
FOR VALUE RECEIVED, the undersigned (herein called "Borrowers"), jointly and
severally promise to pay, ON DEMAND, to the order of COMERICA BANK, a Michigan
banking corporation (herein called "Bank"), the principal sum of Six Million
Three Hundred Thousand DOLLARS ($6,300,000), in lawful money of the United
States of America. Without in any way limiting, restricting or otherwise
affecting Bank's right to make demand for payment of all or any part of the
indebtedness of the Borrowers under this Note at any time in Bank's sole
discretion, the Borrowers agree to pay to the Bank, without any necessity of
notice or demand by the Bank upon the Borrower, monthly principal installments
equal to One Hundred Thirty One Thousand Two Hundred Fifty Dollars ($131,250)
each, commencing on July 1, 1999, and on the first day of each succeeding month
thereafter, until such time that Bank makes demand for payment of all
outstanding Indebtedness under this Note, at which time, the entire unpaid
balance of principal and interest hereunder shall be due and payable.
The entire indebtedness outstanding hereunder from time to time shall bear
interest either at the Eurodollar-based Rate or the Prime-based Rate, as elected
by Borrowers from time to time, or as otherwise determined under the terms and
conditions of this Note. Interest shall be payable on each principal installment
due date and on the last day of any Interest Period applicable hereto, including
any such Interest Period ending before a principal installment due date;
provided, however, if such Interest Period is more than three (3) months,
interest thereon shall also be payable at intervals of three (3) months.
Interest accruing at the Prime-Based Rate shall be computed on the basis of
a 360 day year and shall be assessed for the actual number of days elapsed, and
in such computation, effect shall be given to any change in the Prime-Based Rate
as a result of any change in the Prime-based Rate on the date of each such
change.
Interest accruing at the Eurodollar-based Rate shall be computed on the
basis of a 360 day year and shall be assessed for the actual number of days
elapsed from the first day of the Interest Period applicable thereto, but not
including the last day thereof.
The amount from time to time outstanding under this Note, the Applicable
Interest Rate, the Interest Period, if applicable, and the amount and date of
any repayment shall be noted on Bank's books and records, which shall be
conclusive evidence thereof, absent manifest error; provided, however, any
failure by Bank to make any such notation, or any error in any such notation,
shall not relieve Borrowers of their obligations to repay Bank all principal,
all accrued and unpaid interest thereon, and all other amounts payable by
Borrowers to Bank under or pursuant to this Note in accordance with the terms
hereof.
Borrowers may elect from time to time the Eurodollar-based Rate as the
Applicable Interest Rate for all or any portion of the indebtedness outstanding
under this Note by delivering to Bank, by 11:00 a.m. (Detroit, Michigan time),
two (2) Business Days prior to the proposed effective date of such
Eurodollar-based Rate, a Notice of Eurodollar-based Rate executed by a duly
authorized officer of Borrowers. Without limiting any other provisions of this
Note, the Borrowers' right and ability to elect the Eurodollar-based Rate as the
Applicable Interest Rate hereunder shall be subject to the following:
(a) the principal indebtedness outstanding under this Note must be at
least Five Hundred Thousand Dollars ($500,000);
(b) no Event of Default, or any condition or event which, with the giving
of notice or the running of time, or both, would constitute an Event
of Default, shall have occurred and be continuing as of the date of
such Notice of Eurodollar-based Rate;
(c) the principal amount of the portion of the indebtedness for which
Borrowers have elected the Eurodollar-based Rate shall be at least
$500,000 and, in the case of a larger amount, shall be a larger
multiple of $50,000; and
(d) any election by Borrowers of the Eurodollar-based Rate as the
Applicable Interest Rate under this Note is not revocable by
Borrowers.
For any period of time for which a Notice of Eurodollar-based Rate has not
been delivered to Bank, or for any period of time during which Borrowers are not
entitled to elect the Eurodollar-based Rate in accordance with the terms hereof
or the Eurodollar-based Rate is not otherwise available to Borrowers as the
Applicable Interest Rate in accordance with the terms of this Note, the
Prime-based Rate shall automatically be the Applicable Interest Rate hereunder,
subject to the provisions hereof with regard to the payment of interest at the
Default Rate.
This Note may be prepaid in whole or in part without penalty or premium on
any principal installment due date, on the last day of an Interest Period, and
at any time with respect to any portion of this Note for which the Prime-based
Rate is the Applicable Interest Rate. In the event that the Eurodollar-based
Rate is the Applicable Interest Rate with respect to any portion of the
principal indebtedness outstanding under this Note, and any payment or
prepayment of such portion of the indebtedness shall occur on any day other than
the last day of the Interest Period then applicable thereto (whether
voluntarily, by acceleration, or otherwise), or if an Applicable Interest Rate
shall be changed during any Interest Period under or otherwise in accordance
with the terms of this Note, or if Borrowers shall fail to make any payment of
principal or interest hereunder at any time that, and with respect to any amount
for which the Eurodollar-based Rate is the Applicable Interest Rate hereunder,
Borrowers shall reimburse Bank on demand for any resulting loss, cost or expense
incurred by Bank as a result thereof, including, without limitation, any such
loss, cost or expense incurred in obtaining, liquidating, employing or
redeploying deposits from third parties. Such amount payable by Borrowers to
Bank hereunder may include, without limitation, an amount equal to the excess,
if any, of (a) the amount of interest which would have accrued on the amounts so
prepaid for the period from the date of such prepayment through the last day of
the relevant Interest Period therefor, at the Applicable Interest Rate for such
indebtedness, as provided under this Note, over (b) the amount of interest (as
reasonably determined by Bank) which would have accrued to Bank on such amount
by placing such amount on deposit for a comparable period with leading banks in
the interbank eurodollar market. Calculation of any amounts payable to Bank
under this paragraph shall be made as though Bank shall have actually funded or
committed to fund the relevant indebtedness hereunder through the purchase of an
underlined deposit in an amount equal to the amount of such indebtedness and
having a maturity comparable to the relevant Interest Period; provided, however,
that Bank may fund the indebtedness hereunder in any manner it deems fit, and
the foregoing assumption shall be utilized only for the purpose of the
calculation of amounts payable under this paragraph. Upon the written request of
Borrowers, Bank shall deliver to Borrowers a certificate setting forth bases for
determining such losses, costs and expenses, which certificate shall be
conclusively presumed correct, absent manifest effort. Any partial prepayment
under this Note shall be applied to the installments due under this Note in the
inverse order of their maturities.
For any Interest Period for which the Applicable Interest Rate is the
Eurodollar-based Rate, if Bank shall designate a Eurodollar Lending Office which
maintains books separate from those of the rest of Bank, Bank shall have the
option of maintaining and carrying this Note, and the indebtedness hereunder, on
the books of such Eurodollar Lending Office.
If, with respect to any Interest Period, Bank determines that, (a) by
reason of circumstances affecting the foreign exchange and interbank markets
generally, deposits in Eurodollars in the applicable amounts or for the relative
maturities are not being offered to the Bank for such Interest Period, or (b)
that the Eurodollar-based Rate will not adequately reflect the cost to Bank of
maintaining the indebtedness under this Note at the Eurodollar-based Rate for
such Interest Period, then Bank shall forthwith give notice thereof to the
Borrowers. Thereafter, until Bank notifies Borrowers that such circumstances no
longer exist, the obligation of Bank to maintain the indebtedness outstanding
under this Note at the Eurodollar-based Rate, and the right of Borrowers to
elect the Eurodollar-based Rate as the Applicable Interest Rate for the
indebtedness under this Note, shall be suspended.
If, after the date hereof, the introduction of, or any change in, any
applicable law, rule or regulation or in the interpretation or administration
thereof by any governmental authority charged with the interpretation or
administration thereof, or compliance by Bank (or its Eurodollar Lending Office)
with any request or directive (whether or not having the force of law) of any
such authority, shall make it unlawful or impossible for the Bank (or its
Eurodollar Lending office) to honor its obligations hereunder to maintain the
indebtedness under this Note with interest at the Eurodollar-based Rate, Bank
shall forthwith give notice thereof to Borrowers. Thereafter, (a) the obligation
of Bank to maintain the indebtedness outstanding under this Note at the
Eurodollar-based Rate, and the right of Borrowers to elect the Eurodollar-based
Rate as the Applicable Interest Rate for the indebtedness under this Note, shall
be suspended, and thereafter, until Bank gives notice to Borrowers that the
conditions or circumstances causing or giving rise to such suspension no longer
exist, the Prime-based Rate shall be the Applicable Interest Rate for the
indebtedness outstanding under this Note; and (b) if Bank may not lawfully
continue to maintain the indebtedness outstanding under this Note at the
Eurodollar-based Rate to the end of the then current Interest Period applicable
thereto, the Prime-based Rate shall be the Applicable Interest Rate for the
remainder of such Interest Period.
If the adoption after the date hereof, or any change after the date hereof
in, any applicable law, treaty, rule, or regulation (whether domestic or
foreign) of any governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by Bank
(or its Eurodollar Lending office) with any request or directive (whether or not
having the force of law) made by any such authority, central bank or comparable
agency after the date hereof, including, without limitation, any risk based
capital guidelines:
(a) shall subject Bank (or its Eurodollar Lending Office) to any tax, duty
or other charge with respect to this Note or the indebtedness
hereunder or shall change the basis of taxation of payments to Bank
(or its Eurodollar Lending Office) of the principal of or interest on
this Note or any other amounts due under this Note in respect thereof
(except for changes in the rate of tax on the overall net income of
Bank or its Eurodollar Lending office imposed by the jurisdiction in
which Bank's principal executive office or Eurodollar Lending Office
is located); or
(b) shall impose, modify or deem applicable any reserve (including,
without limitation, any imposed by the Board of Governors of the
Federal Reserve System) , special deposit or similar requirement
against assets of, deposits with or for the account of, or credit
extended by Bank (or its Eurodollar Lending Office) or shall impose on
Bank (or its Eurodollar Lending Office) or the foreign exchange and
interbank markets of any other condition affecting this Note or the
indebtedness hereunder; or
and the result of any of the foregoing is to increase the cost to -Bank of
maintaining any part of the indebtedness hereunder or to reduce the amount of
any sum received or receivable by Bank under this Note by an amount deemed by
Bank to be material, then Bank shall promptly notify Borrowers of such fact and
demand compensation therefor from Borrowers, and, within fifteen (15) days after
such demand by Bank, Borrowers agree to pay to Bank such additional amounts as
are sufficient to compensate Bank for such increased cost or reduction. A
certificate of Bank, prepared in good faith and in reasonable detail by Bank and
submitted by the Bank to the Borrowers, setting forth the basis for determining
such additional amount or amounts necessary to compensate Bank shall be
conclusively presumed, absent manifest error. Bank agrees that, as promptly as
practical after it becomes aware of the occurrence of any event or the existence
of a condition that will cause Bank to be entitled to compensation under this
paragraph, it will, to the extent not inconsistent with Bank's internal
policies, use reasonable efforts to make, fund or maintain any affected portion
of the loan under this Note through another lending office of Bank if as a
result thereof the additional monies which would otherwise be required to be
paid in respect of such portion of the loan under this Note would be materially
reduced and if, as determined by Bank, in its reasonable discretion, the making,
funding or maintaining of such portion of the loan under this Note through such
other lending office would not materially adversely affect such portion of the
loan under this Note or Bank. Borrowers shall pay all reasonable expenses
incurred by Bank in utilizing another lending office pursuant to this paragraph.
In the event that any applicable law, treaty, rule or regulation (whether
domestic or foreign) now or hereafter in effect and whether or not presently
applicable to the Bank, or any interpretation or administration thereof by any
governmental authority charged with the interpretation or administration
thereof, or compliance by the Bank with any guideline, request or directive of
any such authority (whether or not having the force of law), including any
risk-based capital guidelines, affects or would affect the amount of capital
required or expected to be maintained by the Bank (or any corporation
controlling the Bank), and the Bank determines that the amount of such capital
is increased by or based upon the existence of any obligations of the Bank
hereunder or the making of the loan under this Note or maintaining the
indebtedness hereunder and such increase has the effect of reducing the rate of
return on the Bank's (or such controlling corporation's) capital as a
consequence of such obligations or the making of such loan or maintaining of
such indebtedness hereunder to a level below that which the Bank (or such
controlling corporation) could have achieved but for such circumstances (taking
into consideration its policies with respect to capital adequacy) by an amount
deemed by the Bank to be material, then the Borrowers shall pay to the Bank,
within fifteen (15) days of Borrowers' receipt of written notice from Bank
demanding such compensation, additional amounts sufficient to compensate the
Bank (or such controlling corporation) for any increase in the amount of capital
and reduced rate of return which the Bank reasonably determines to be allocable
to the existence of any obligations of the Bank hereunder or to the making of
such loan or maintaining the indebtedness hereunder. A certificate of Bank as to
the amount of such compensation, prepared in good faith and in reasonable detail
by the Bank and submitted by the Bank to the Borrowers, shall be conclusive and
binding for all purposes, absent manifest error. Bank agrees that, as promptly
as practical after it becomes aware of the occurrence of any event or the
existence of a condition that will cause Bank to be entitled to compensation
under this paragraph, it will, to the extent not inconsistent with Bank's
internal policies, use reasonable efforts to make, fund or maintain any affected
portion of the loan under this Note through another lending office of Bank if as
a result thereof the additional monies which would otherwise be required to be
paid in respect of such portion of the loan under this Note would be materially
reduced and if, as determined by Bank, in its reasonable discretion, the making,
funding or maintaining of such portion of the loan under this Note through such
other lending office would not materially adversely affect such portion of the
loan under this Note or Bank. Borrowers shall pay all reasonable expenses
incurred by Bank in utilizing another lending office pursuant to this paragraph.
If Borrowers or any guarantor under a guaranty of all or part of the
indebtedness hereunder ("guarantor") (a) fail(s) to pay this Note, or any part
thereof, or any of the Indebtedness when due, by maturity, acceleration or
otherwise, or fail(s) to pay any indebtedness owing on a demand basis upon
demand; or (b) fail(s) to comply with any of the terms or provisions of any
agreement between Borrowers or any guarantor and Bank; or (c) become(s) the
subject of a voluntary or involuntary proceeding in bankruptcy (and if it is an
involuntary proceeding, it is not dismissed within sixty (60) days of the
commencement thereof), or a reorganization, arrangement or creditor composition
proceeding, cease(s) doing business as a going concern, or is the subject of a
dissolution, merger or consolidation; or (d) if any warranty or representation
made by Borrowers or any guarantor in connection with this Note or any of the
indebtedness hereunder shall be discovered to be have been untrue or incomplete
in any material respect when made; (e) or if there is any termination, notice of
termination, or breach (which the Bank in its sole discretion deems material) of
any guaranty, pledge, collateral assignment or subordination agreement relating
to all or any part of the Indebtedness; or (f) if there is any failure by any
Borrower or any guarantor to pay, when due, any of its indebtedness (other than
to the Bank) in an amount exceeding $100,000 in the aggregate or in the
observance or performance of any term, covenant or condition in any document
evidencing, securing or relating to such indebtedness; or (g) if there is filed
or issued a levy or writ of attachment or garnishment or other like judicial
process upon any Borrower or any guarantor or any of the collateral, including,
without limit, any accounts of any Borrower or any guarantor with Bank, then
Bank, upon the occurrence and at any time during the continuance or existence of
any of these conditions or events (each an "Event of Default"), may at its
option and without prior notice to Borrowers, declare any or all of the
indebtedness hereunder to be immediately due and payable (notwithstanding any
provisions contained in the evidence of it to the contrary), sell or liquidate
all or any portion of the collateral, set off against the indebtedness hereunder
any amounts owing by Bank to any Borrower, and exercise any one or more of the
rights and remedies granted to Bank by any agreement with Borrowers given to it
under applicable law, or otherwise.
Upon the occurrence and during the continuance of any Event of Default,
Bank may at any time and from time to time, without notice to the Borrowers (any
requirement for such notice being expressly waived by the Borrowers), set off
and apply against any and all of the indebtedness of Borrowers to Bank, any and
all deposits (general or special, time or demand, provisional or final) at any
time held and other indebtedness at any time owing by Bank to or for. the credit
or the account of any Borrower and any property of any Borrower from time to
time in possession of Bank, irrespective of whether or not Bank shall have made
any demand hereunder and although such obligations may be contingent and
unmatured. The rights of Bank under this paragraph are in addition to other
rights and remedies (including, without limitation, other rights of setoff)
which Bank may otherwise have.
Upon the occurrence and during the continuance of an Event of Default, Bank
may declare this Note due forthwith and collect, deal with and dispose of all or
any part of any security in any manner permitted or authorized by the Michigan
Uniform Commercial Code or other applicable law (including public or private
sale) and after deducting reasonable expenses (including, without limitation,
reasonable attorneys' fees and expenses), Bank may apply the proceeds and any
deposits or credits in part of full payment of any said liabilities, whether due
or not, in any manner or order Bank elects.
So long as any Event of Default shall be continuing, the indebtedness
outstanding under this Note shall bear interest at the Default Rate.
For the purposes of this Note the following terms will have the following
meanings:
"Applicable Interest Rate" shall mean the Eurodollar-based Rate or the
Prime-based Rate, as selected by Borrowers from time to time, subject to the
terms and conditions of this Note.
"Business Day" shall mean any day other than a Saturday, Sunday or holiday
on which Bank is open for all or substantially all of its domestic and
international commercial banking business (including dealings in foreign
exchange) in Detroit, Michigan.
"Eurodollar-based Rate" shall mean a per annum interest rate which is three
percent (3%), plus the quotient of:
(a) the per annum interest rate at which Bank's Eurodollar Lending Office
offers deposits in dollars to prime banks in the eurodollar market in
an amount comparable to the portion of the principal amount
outstanding under this Note for which a Eurodollar-based Rate has been
requested and for a period equal to the relevant Interest Period at
approximately 11:00 a.m., Detroit, Michigan time, two (2) Business
Days prior to the first day of such Interest Period;
divided by
(b) a percentage equal to 100% minus the maximum rate on such date at
which Bank is required to maintain reserves on "Euro-currency
Liabilities" as defined in and pursuant to Regulation D of the Board
of Governors of the Federal Reserve System or, if such regulation or
definition is modified, and as long as Bank is required to maintain
reserves against a category of liabilities which includes eurodollar
deposits or includes a category of assets which includes eurodollar
loans, the rate at which such reserves are required to be maintained
on such category.
"Default Rate" means the sum of three percent (3%) and the Applicable
Interest Rate under this Note.
"Eurodollar Lending Office" shall mean Bank's office located in the Grand
Cayman Islands, British West Indies, or such other branch of Bank, domestic or
foreign, as it may hereafter designate as its Eurodollar Lending Office by
notice to Borrowers.
"Interest Period" shall mean a period of one (1), two (2), three (3) or six
(6) months (or any lesser or greater number of days agreed to in advance by
Borrowers and Bank), commencing on the effective date of an election of the
Eurodollar-based Rate made in accordance with the terms of this Agreement,
provided that:
(a) any Interest Period which would otherwise end on a day which is not a
Business Day shall be extended to the next succeeding Business Day,
except that if the next succeeding Business Day falls in another
calendar month, the Interest Period shall end on the next preceding
Business Day, and when an Interest Period begins on a day which has no
numerically corresponding day in the calendar month during which such
Interest Period is to end, it shall end on the last Business Day of
such calendar month;
(b) no Interest Period shall extend beyond the next occurring principal
installment payment date under this Note.
"Notice of Eurodollar-based Rate" shall mean a Notice of Eurodollar-based
Rate in form similar to that attached to this Note as Exhibit "A" issued and
delivered by Borrowers to Bank in accordance with the terms of this Note.
"Prime Rate" means the per annum interest rate established by Bank as its
prime rate for its Borrowers, as such rate may vary from time to time, which
rate is not necessarily the lowest rate on loans made by Bank at any such time.
"Prime-based Rate" shall mean a per annum interest rate which is equal to
the sum of one half of one percent (1/2%) plus the greater of (i) the Prime
Rate; or (ii) the rate of interest equal to the sum of (a) one percent (1%) and
(b) the rate of interest equal to the average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers (the "Overnight Rates"), as published by the Federal
Reserve Bank of New York, or, if the overnight Rates are not so published for
any day, the average of the quotations for the Overnight Rates received by Bank
from three (3) Federal funds brokers of recognized standing selected by Bank, as
the same may be changed from time to time. Effect shall be given to any change
in the Prime-based Rate as a result of any change in the Prime Rate or Overnight
Rates on the date of any such change in the Prime Rate or Overnight Rates, as
applicable.
All payments to be made by Borrowers to Bank under or pursuant to this Note
shall be in immediately available funds, without setoff or counterclaim, and in
the event that any payments submitted hereunder are in funds not available until
collected, said payments shall continue to bear interest until collected.
Borrowers hereby authorize Bank to charge any account of Borrowers with Bank for
all sums due hereunder when due in accordance with the terms hereof.
The Borrowers acknowledge that this Note matures upon issuance, and that
the Bank, at any time, without notice, and without reason, may demand that this
Note be immediately paid in full. The demand nature of this Note shall not be
deemed modified by reference to a Default in this Note or in any agreement to a
default by the Borrowers or to the occurrence of an event of default
(collectively an "Event of Default"). For purposes of this Note, to the extent
there is reference to an Event of Default this reference is for the purpose of
permitting the Bank to accelerate indebtedness not on a demand basis and to
receive interest at the default rate provided in the document evidencing the
relevant indebtedness. It is expressly agreed that the Bank may exercise its
demand rights under this Note whether or not an Event of Default has occurred
and regardless of whether an Interest Period is in effect. The Bank, with or
without reason and without notice, may from time to time make demand for partial
payments under this Note and these demands shall not preclude the Bank from
demanding at any time that this Note be immediately paid in full.
No delay or failure of Bank in exercising any right, power or privilege
hereunder shall affect such right, power or privilege, nor shall any single or
partial exercise thereof preclude any further exercise thereof, or the exercise
of any other power, right or privilege. The rights of Bank under this Agreement
are cumulative and not exclusive of any right or remedies which Bank would
otherwise have, whether by other instruments or by law.
If this Note is signed by two or more parties (whether by all as makers or
by one or more as an accommodation party or otherwise), the obligations and
undertakings under this Note shall be that of all and any two or more jointly
and also of each severally. This Note shall bind the Borrowers, and the
Borrowers' respective successors and assigns.
THE BORROWERS AND THE BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A
CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR
HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY
AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY
IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN
ANY WAY RELATED TO, THIS NOTE.
The obligations of the Borrowers under this Note are the joint and several
obligations of the Borrowers; provided, however, with respect to Brake, Axle and
Tandem Company Canada Inc., its obligations shall be several and not joint with
any other Borrower.
This Note has been deemed to have been delivered at Detroit, Michigan, and
shall be governed by and construed and enforced in accordance with the laws of
the State of Michigan. Whenever possible each provision of this Note shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Note shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Note.
JPE, INC.
By: /s/ Richard R. Chrysler
-----------------------------------
Richard R. Chrysler
Its: President and Chief Executive Officer
DAYTON PARTS, INC.
By: /s/ Richard R. Chrysler
-----------------------------------
Richard R. Chrysler
Its: Chief Executive Officer
STARBOARD INDUSTRIES, INC.
By: /s/ Richard R. Chrysler
-----------------------------------
Richard R. Chrysler
Its: President
PLASTIC TRIM, INC.
By: /s/ Richard R. Chrysler
-----------------------------------
Richard R. Chrysler
Its: President
JPE FINISHING, INC.
By: /s/ Richard R. Chrysler
-----------------------------------
Richard R. Chrysler
Its: President
BRAKE, AXLE AND TANDEM COMPANY CANADA INC.
By: /s/ Richard R. Chrysler
-----------------------------------
Richard R. Chrysler
Its: Chief Executive Officer