EXHIBIT 10.32.12
================================================================================
PAYMENT UNDERTAKING PLEDGE AGREEMENT
(P1)
dated as of December 30, 1996
among
Rocky Mountain Leasing Corporation
and
FLEET NATIONAL BANK,
not in its individual capacity
but solely as Owner Trustee
and
SUNTRUST BANK, ATLANTA,
not in its individual capacity
but solely as Co-Trustee
-----------------------------
Oglethorpe Power Corporation
Rocky Mountain Pumped Storage Hydroelectric Project
================================================================================
PAGE
----
TABLE OF CONTENTS
----------------
PAGE
----
PRELIMINARY STATEMENTS.........................................................1
SECTION 1. Defined Terms......................................................1
SECTION 2. Grant of Security..................................................2
SECTION 3. Security for Obligations...........................................2
SECTION 4. The Facility Lessee Remains Liable.................................3
SECTION 5. Representations and Warranties.....................................3
SECTION 6. Further Assurances.................................................3
SECTION 7. Place of Perfection; Records.......................................4
SECTION 8. As to the Payment Undertaking......................................4
SECTION 9. Transfer and Other Liens...........................................5
SECTION 10. Each Trustee Appointed Attorney-in-fact...........................5
SECTION 11. Trustees May Perform..............................................6
SECTION 12. Trustees' Duties..................................................6
SECTION 13. Remedies..........................................................6
SECTION 14. Amendments; Waivers; Etc..........................................7
SECTION 15. Notices...........................................................7
SECTION 16. Continuing Security Interests; Assignments Under the Participation
Agreement...............................................................7
SECTION 17. Governing Law.....................................................8
SECTION 18. WAIVER OF JURY TRIAL..............................................8
SECTION 19. Interpretation....................................................8
SECTION 20. Counterparts......................................................8
SECTION 21. Severability......................................................8
SECTION 22. Service of Process and Jurisdiction...............................8
SECTION 23. Limitation of Liability...........................................9
i
PAYMENT UNDERTAKING PLEDGE AGREEMENT
(P1)
This PAYMENT UNDERTAKING PLEDGE AGREEMENT (P1), dated as of December 30,
1996 (this "Agreement"), among ROCKY MOUNTAIN LEASING CORPORATION (the "Facility
Lessee"), FLEET NATIONAL BANK, not in its individual capacity but solely as
Owner Trustee under the Trust Agreement (the "Owner Trustee") and SUNTRUST BANK,
ATLANTA, not in its individual capacity but solely as Co-Trustee under the Trust
Agreement (the "Co-Trustee" and, together with the Owner Trustee, the
"Trustees").
PRELIMINARY STATEMENTS
Reference is hereby made to
(A) the Participation Agreement (P1), dated as of December 30,
1996 (the "Participation Agreement"), among Oglethorpe Power
Corporation (an Electric Membership Generation & Transmission
Corporation), the Owner Trustee, the Co-Trustee, the Facility Lessee,
Philip Morris Capital Corporation (the "Owner Participant") and
Utrecht-America Finance Co. (the "Lender");
(B) the Facility Lease Agreement (P1) dated as of December 30,
1996 (the "Facility Lease") between the Co-Trustee and the Facility
Lessee;.
(C) the Loan and Security Agreement (P1) dated as of December 30,
1996 among the Trustees and the Lender; and
(D) the Payment Undertaking Agreement (P1) dated as of December
30, 1996 (the "Payment Undertaking") between the Facility Lessee and
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., New York Branch
(the "Payment Undertaking Issuer").
It is a condition precedent to the Lender making available its Loan
Commitment under the Participation Agreement that the Facility Lessee shall have
granted the assignment and security interest contemplated by this Agreement and
that each Trustee shall have assigned all of its rights hereunder to the Lender
pursuant to the Loan Agreement.
NOW, THEREFORE, in consideration of the premises and in order to induce the
Lender to make available its Loan Commitment under the Participation Agreement,
the Facility Lessee hereby agrees with each Trustee for its benefit and the
benefit of the Lender as follows:
SECTION 1. Defined Terms. Capitalized terms used herein without definition
are used herein with the respective meanings given such terms in Appendix A to
the Participation Agreement or, to the extent not defined therein, in the
Payment Undertaking; provided that,
unless otherwise defined herein or in the Participation Agreement, terms used in
Article 9 of the New York Uniform Commercial Code are used herein as therein
defined and, with respect to the perfection of the security interest created
hereby, by Article 9 of the Uniform Commercial Code of the jurisdiction
governing such perfection.
SECTION 2. Grant of Security. The Facility Lessee hereby assigns and
pledges to each Trustee for its benefit and the benefit of the Lender, and
hereby grants to each Trustee for its benefit and the benefit of the Lender a
security interest in, the following (collectively, the "Collateral"):
(a) all of the Facility Lessee's right, title and interest, if any, in, to
and under the Payment Undertaking, including without limitation (i) all rights,
if any, of the Facility Lessee to any amounts payable by the Payment Undertaking
Issuer under the Payment Undertaking and (ii) all claims of the Facility Lessee
for damages arising out of or for breach of or default by the Payment
Undertaking Issuer under the Payment Undertaking (all such Collateral being the
"Agreement Collateral"); and
(b) all proceeds of any and all of the Agreement Collateral and all
property into which any Collateral may be exchanged or converted.
To the extent that a court would hold that Netherlands law is applicable to
the assignment and pledge of the Collateral and to the creation of another
security right on the Collateral and that such assignment, pledge and other
security right is invalid and/or unenforceable in The Netherlands, the Facility
Lessee hereby creates a right of pledge ("vestigt een pandrecht") in favor of
each Trustee, pursuant to articles 3:94, paragraph 1 and 3:236, paragraph 2,
Netherlands Civil Code on the rights of the Facility Lessee against the Payment
Undertaking Issuer, as such rights may exist or come to exist hereafter against
the Payment Undertaking Issuer pursuant to or under the Collateral as security
for the RMLC Secured Obligations, which right of pledge each Trustee hereby
accepts.
In accordance with article 3:242, Netherlands Civil Code, each Trustee is
hereby irrevocably authorized to repledge ("herverpanden") the rights of
Facility Lessee pursuant to or under the Collateral in favor of the Lender in
order to secure the RMLC Secured Obligations as described in the granting clause
of the Loan Agreement.
SECTION 3. Security for Obligations. This Agreement secures the payment by
the Facility Lessee to the Trustees of each of the Facility Lessee's payment
obligations under the Facility Lease and the other Operative Documents and of
the costs and expenses (including the reasonable fees and disbursements of
counsel) of the Trustees in exercising its rights and enforcing its remedies
hereunder (such obligations, costs and expenses being the "RMLC Secured
Obligations"). Without limiting the generality of the foregoing, this Agreement
secures the payment of all amounts that constitute the RMLC Secured Obligations
or any part thereof and would be owed by the Facility Lessee under the Facility
Lease or any other Operative Document but for the fact that they are
unenforceable or not allowable due to the existence of a
2
bankruptcy, reorganization or similar proceeding involving the Facility Lessee
or any other Person.
SECTION 4. The Facility Lessee Remains Liable. Anything herein to the
contrary notwithstanding, (a) the Facility Lessee shall remain liable under the
Payment Undertaking and the other Operative Documents to the extent set forth
therein to perform all of its duties and obligations, if any, thereunder to the
same extent as if this Agreement had not been executed, (b) the exercise by the
Trustees of any of the rights hereunder shall not release the Facility Lessee
from any of its duties or obligations, if any, under the Payment Undertaking and
(c) neither Trustee shall have any obligation or liability under the Payment
Undertaking by reason of this Agreement nor shall either Trustee be obligated to
perform any of the obligations or duties, if any, of the Facility Lessee
thereunder or to take any action to collect or enforce any claim for payment
assigned hereunder.
SECTION 5. Representations and Warranties. The Facility Lessee represents
and warrants as follows:
(a) The chief place of business and chief executive office of the Facility
Lessee and the office where the Facility Lessee keeps its records and
administers the Payment Undertaking are located at the address specified in
Section 3.5 of the Participation Agreement.
(b) The Facility Lessee's interest, if any, in the Collateral is free and
clear of any Lien, except for the security interest created by this Agreement.
No financing statement or other instrument similar in effect covering all or any
part of the Collateral is on file in any recording office, except such as may
have been filed in favor of the Trustees, or either of them, or the Lender
relating to this Agreement.
(c) This Agreement creates a valid and perfected security interest in the
Collateral securing the payment of the RMLC Secured Obligations.
SECTION 6. Further Assurances. (a) The Facility Lessee agrees that it will,
from time to time, at the expense of the Facility Lessee, promptly execute and
deliver all further instruments and documents, and take all further action
(including the giving of notice to the Payment Undertaking Issuer), that may be
necessary or desirable, or that a Trustee may request, in order to perfect and
protect any pledge, assignment or security interest granted or purported to be
granted hereby or to enable the Trustees to exercise and enforce their rights
and remedies hereunder with respect to any Collateral. Without limiting the
generality of the foregoing, the Facility Lessee at the request of either
Trustee will: (i) mark conspicuously each counterpart of the Payment Undertaking
in its possession and each of its records pertaining to the Collateral with a
legend, in form and substance satisfactory to such Trustee, indicating that the
rights, if any, of the Facility Lessee in the Payment Undertaking or Collateral
is subject to the security interest granted hereby; and (ii) execute and file
such financing or continuation statements, or amendments thereto, and such other
instruments or notices, as may be necessary or desirable, or
3
as such Trustee may request, in order to perfect and preserve the pledge,
assignment and security interest granted or purported to be granted hereby.
(b) The Facility Lessee hereby authorizes the Trustees to file one or more
financing or continuation statements, and amendments thereto, relating to all or
any part of the Collateral without the signature of the Facility Lessee where
permitted by law. A photocopy or other reproduction of this Agreement or any
financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.
SECTION 7. Place of Perfection; Records. (a) The Facility Lessee shall keep
its chief place of business and chief executive office and the office where it
keeps its records and the original copies of the Payment Undertaking at the
location specified in Section 3.5 of the Participation Agreement or, upon 30
days' prior written notice to the Trustees and the Lender, at such other
locations in a jurisdiction where all actions required by Section 5 hereof shall
have been taken with respect to the Collateral.
(b) The Facility Lessee has notified the Payment Undertaking Issuer of the
assignment and pledge of the rights, if any, of the Facility Lessee in the
Payment Undertaking to the Trustees and of the assignment, pledge and/or
repledge, pursuant to the Loan Agreement, by the Trustees to the Lender of the
Trustees' rights, if any, arising hereunder. All amounts and proceeds (including
instruments), if any, received by the Facility Lessee in respect of the Payment
Undertaking shall be received in trust for the benefit of the Trustees and,
prior to the Release Event, shall be segregated from other funds and property of
the Facility Lessee and shall be forthwith paid over to the Trustees or, prior
to the Release Event, the Lender in the same form as so received.
SECTION 8. As to the Payment Undertaking. (a) The Facility Lessee agrees
that it shall at its expense:
(i) perform and observe all the terms and provisions of the Payment
Undertaking to be performed or observed by it, if any; maintain the Payment
Undertaking in full force and effect to the extent of its interest, if any,
therein; enforce the Payment Undertaking in accordance with its terms to
the extent of its interest, if any, therein; and take all such action to
such end as may be requested from time to time by either Trustee; and
(ii) furnish to the Trustees and the Lender promptly upon issuance or
receipt thereof copies of all notices, requests and other documents issued
or received by the Facility Lessee under or pursuant to the Payment
Undertaking; and from time to time (A) furnish to the Trustees and the
Lender such information and reports regarding the Collateral as either
Trustee or the Lender may reasonably request and (B) upon request to either
Trustee or the Lender make to the Payment Undertaking Issuer such demands
and requests for information and reports or for action, if any, as the
Facility Lessee is entitled to make thereunder.
4
(b) The Facility Lessee agrees that (to the extent it would otherwise be
able to) it will not without the prior written consent of either Trustee and,
prior to the Release Event, the Lender:
(i) cancel or terminate the Payment Undertaking or consent to or
accept any cancellation or termination thereof;
(ii) amend or otherwise modify the Payment Undertaking or give any
consent, waiver or approval thereunder or adjust, settle or compromise the
amount or payment of any receivable thereunder, release wholly or partly
the Payment Undertaking Issuer or allow any credit or discount thereon;
(iii) waive any default under or breach of the Payment Undertaking; or
(iv) take any other action in connection with the Payment Undertaking
that would impair the value of the interest or rights of the Facility
Lessee thereunder, if any, or that would impair the interest or rights of
the Trustees or the Lender therein.
(c) The Facility Lessee and the Trustees agree that this Agreement and the
security interest granted hereby and the appointment of the Trustees as
attorneys-in-fact under Section 10 hereof and all other rights and powers given
to the Trustees hereunder are not intended to, and shall not, derogate from the
Trustees' rights as third party beneficiaries of the Payment Undertaking,
including the right to receive payments thereunder directly and to otherwise
enforce the Payment Undertaking in its own name and right independent of the
rights and powers granted hereunder.
SECTION 9. Transfer and Other Liens. Prior to the Release Event, the
Facility Lessee shall not (i) sell, assign (by operation of law or otherwise),
pledge or otherwise dispose of, or grant any option with respect to, any of the
Collateral or any interest therein or in respect thereof or (ii) create or
suffer to exist any Lien upon or with respect to any of the Collateral except
for the pledge, repledge assignment and security interest created by this
Agreement and the Loan Agreement.
SECTION 10. Each Trustee Appointed Attorney-in-fact. In addition to the
rights of each Trustee as a third party beneficiary of the Payment Undertaking,
the Facility Lessee hereby irrevocably appoints (which appointment is coupled
with an interest) each Trustee as the Facility Lessee's attorney-in-fact, with
full authority after the occurrence and during the continuance of an Event of
Default in the place and stead of the Facility Lessee and in the name of the
Facility Lessee or otherwise, from time to time in such Trustee's discretion, to
take any action and to execute any instrument that such Trustee may deem
necessary or advisable to accomplish the purposes of this Agreement, including
without limitation:
5
(a) to ask for, demand, collect, sue for, recover, compromise, receive and
give acquittance and receipts for moneys due and to become due under or in
respect of any of the Collateral; and
(b) to file any claims or take any action or institute any proceedings that
such Trustee may deem necessary or desirable for the collection of any of the
Collateral or otherwise to enforce compliance with the terms and conditions of
the Payment Undertaking or the rights of such Trustee with respect to any of the
Collateral.
SECTION 11. Trustees May Perform. If the Facility Lessee fails to perform
any agreement contained herein, the Trustees may perform, or cause performance
of, such agreement, and the expenses of such Trustees incurred in connection
therewith shall be payable by the Facility Lessee under Section 5.03 of the
Trust Agreement and shall constitute RMLC Secured Obligations hereunder.
SECTION 12. Trustees' Duties. The powers conferred on each Trustee
hereunder are solely to protect its interest in the Collateral and shall not
impose any duty upon it to exercise any such powers.
SECTION 13. Remedies. If any Event of Default shall have occurred and be
continuing:
(a) The Trustees may exercise in respect of the Collateral, in addition to
other rights and remedies provided for herein or otherwise available to it, all
the rights and remedies of a secured party upon default under the Uniform
Commercial Code in effect in the State of New York at such time (the "New York
Uniform Commercial Code") (whether or not the New York Uniform Commercial Code
applies to the affected Collateral) and also may, without notice except as
specified below, sell the Collateral or any part thereof in one or more parcels
at public or private sale, at any of the Owner Trustees' offices or elsewhere,
for cash, on credit or for future delivery, and upon such other terms as the
Trustees may deem commercially reasonable. The Facility Lessee agrees that, to
the extent notice of sale shall be required by law, at least ten days' notice to
the Facility Lessee of the time and place of any public sale or the time after
which any private sale is to be made shall constitute reasonable notification.
The Trustees shall not be obligated to make any sale of Collateral regardless of
notice of sale having been given. The Trustees may adjourn any public or private
sale from time to time by announcement at the time and place fixed therefor, and
such sale may, without further notice, be made at the time and place to which it
was so adjourned.
(b) Without limitation of the foregoing, the Trustees may exercise, in
their own names or in the name and on behalf of the Facility Lessee, all of the
Facility Lessee's rights, if any, under and in respect of the Payment
Undertaking, including the enforcement of the Payment Undertaking Issuer's
obligations thereunder.
6
(c) If any cash proceeds shall be received by the Trustees from the Payment
Undertaking Issuer with respect to the Collateral or in respect of any sale of,
collection from, or other realization upon all or any part of the Collateral,
the Trustees may, in the discretion of the Trustees, hold such proceeds as
collateral for payment of the RMLC Secured Obligations or may apply such
proceeds to the payment of the RMLC Secured Obligations in such order as the
Trustees shall elect. Any surplus of such cash or cash proceeds held by the
Owner Trustee and remaining after payment in full of all the RMLC Secured
Obligations shall be paid over to the Facility Lessee or to whomsoever may be
lawfully entitled to receive such surplus.
SECTION 14. Amendments; Waivers; Etc. No amendment or waiver of any
provision of this Agreement, and no consent to any departure by the Facility
Lessee herefrom, shall in any event be effective unless the same shall be in
writing and signed by each Trustee, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given. No failure on the part of either Trustee to exercise, and no delay in
exercising any right hereunder, shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right.
SECTION 15. Notices. All notices, demand or other communications hereunder
shall be given or made in the manner, and with the same effect, as provided in
Section 18.4 of the Participation Agreement, at the respective addresses
therefor set forth in the Participation Agreement, or at such other address as
may be designated by notice from such party to all other parties hereto.
SECTION 16. Continuing Security Interests; Assignments Under the
Participation Agreement. This Agreement shall create a continuing security
interest in the Collateral and shall (a) remain in full force and effect until
the Release Event has occurred, (b) be binding upon the Facility Lessee, its
successors and assigns and (c) inure, together with the rights and remedies of
the Trustees hereunder, to the benefit of each Trustee and its successors,
transferees and assigns (provided that, prior to the Release Event, the Trustees
shall not assign, pledge, repledge or otherwise transfer or dispose of its
rights under this Agreement or any interest in respect thereof to any Person,
except to the Lender pursuant to the Loan Agreement or to a Person which shall
succeed to all of the Trustees' right, title and interest in respect of the
Operative Documents and the Facility Lessee's Rocky Mountain Interest as
permitted by the Participation Agreement). If this Agreement shall terminate as
provided for in clause (a), above, each Trustee will, at the Facility Lessee's
request and expense, execute and deliver to the Facility Lessee such documents
as the Facility Lessee shall reasonably request to evidence such termination.
SECTION 17. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 18. WAIVER OF JURY TRIAL. EACH OF THE FACILITY LESSEE AND THE
TRUSTEES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR
7
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 19. Interpretation. The headings of the articles and sections
hereof are for convenience of reference only and shall not affect the meaning or
construction of any provision hereof.
SECTION 20. Counterparts. This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute but
one and the same instrument.
SECTION 21. Severability. If any provision of this Agreement is invalid,
illegal or unenforceable under Applicable Law, the validity, legality and
enforceability of the remaining provisions hereof shall not be affected or
impaired thereby.
SECTION 22. Service of Process and Jurisdiction. (a) Submission to
Jurisdiction. Each of the parties hereto (i) hereby irrevocably submits to the
nonexclusive jurisdiction of the Supreme Court of the State of New York, New
York County (without prejudice to the right of any party to remove to the United
States District Court for the Southern District of New York) and to the
jurisdiction of the United States District Court for the Southern District of
New York, for the purposes of any suit, action or other proceeding arising out
of this Agreement or the subject matter hereof or any of the transactions
contemplated hereby brought by any of the parties hereto or their successors or
assigns, (ii) hereby irrevocably agrees that all claims in respect of such
action or proceeding may be heard and determined in such New York State court
or, to the fullest extent permitted by Applicable Law, in such Federal court,
and (iii) to the extent permitted by Applicable Law, hereby irrevocably waives,
and agrees not to assert, by way of motion, as a defense, or otherwise, in any
such suit, action or proceeding any claim that is not personally subject to the
jurisdiction of the above-named courts, that the suit, action or proceeding is
brought in an inconvenient forum, that the venue of the suit, action or
proceeding is improper or that this Agreement or the subject matter hereof may
not be enforced in or by such court. A final judgment obtained in respect of any
action, suit or proceeding referred to in this Section 22 shall be conclusive
and may be enforced in other jurisdictions by suit as the judgment or in any
manner as provided by Applicable law. The Facility Lessee and each Trustee each
irrevocably appoints CT Corporation System, with an office at 1633 Broadway, New
York, New York 10019, as its agent to receive on its behalf service of copies of
the summons and complaint and any other process which may be served in any such
action or proceeding (such agent, with respect to its respective appointing
party, being the "Process Agent").
(b) Service of Process. Each of the parties hereto hereby consents to
service of process in connection with the subject matter specified in the first
sentence of this Section in connection with the above-mentioned courts in New
York by registered mail, Federal Express, DHL or similar courier at the address
to which notices to it are to be given, or to such party in the case of the
Process Agent at the Process Agent's above address, it being agreed that service
in such manner shall constitute valid service upon such party or their
respective successors or
8
assigns in connection with any such action or proceeding only; provided that
nothing in this Section shall affect the right of any of such parties or their
respective successors or assigns to serve legal process in any other manner
permitted by law or affect the right of any such parties or its respective
successors or assigns to bring any action or proceeding against any other one of
such parties or its respective property in the courts of other jurisdictions.
SECTION 23. Limitation of Liability. It is expressly understood and agreed
by the parties hereto that (a) this Agreement is executed and delivered by each
Trustee, not individually or personally but solely in their capacity as a
Trustee under the Trust Agreement, in the exercise of the powers and authority
conferred and vested in them, (b) each of the representations, undertakings and
agreements herein made on the part of each Trustee is made and intended not as
personal representations, undertakings and agreements by each Trustee, but is
made and intended for the purpose of binding only the Trustees, (c) nothing
herein contained shall be construed as creating any liability on either Trustee,
individually or personally, to perform any covenant either expressed or implied
contained herein, all such liability, if any, being expressly waived by the
Facility Lessee or by any Person claiming by, through or under the Facility
Lessee and (d) under no circumstances shall the Trustees be personally liable
for the payment of any indebtedness or expenses of the Trustees or be liable for
the breach or failure of any obligation, representation, warranty or covenant
made or undertaken by the Trustees under this Agreement. In addition, each of
the parties hereto acknowledges and agrees that the Co-Trustee has been
appointed by the Owner Participant and Owner Trustee for the limited purpose of
exercising those trust powers in the State of Georgia which may not be exercised
by the Owner Trustee under applicable law, and that, except as otherwise
required by applicable law, the Co-Trustee shall not be obligated to take any
action hereunder unless expressly directed in writing by the Owner Trustee or
the Owner Participant in accordance with the terms of the Trust Agreement.
9
IN WITNESS WHEREOF, the Facility Lessee and each Trustee have caused this
Agreement to be duly executed and delivered by its officer thereunto duly
authorized as of the date first above written.
ROCKY MOUNTAIN LEASING CORPORATION
By:/s/ Eugen Heckl
-----------------------------------
Name: Eugen Heckl
Title: Vice President
FLEET NATIONAL BANK,
not in its individual capacity
but solely as Owner Trustee
By:/s/ Frank McDonald
-----------------------------------
Name: Frank McDonald
Title: Vice President
SUNTRUST BANK, ATLANTA,
not in its individual capacity
but solely as Co-Trustee
By:/s/ Bryan Echols
-----------------------------------
Name: Bryan Echols
Title: Vice President
By:/s/ Sandra Thompson
-----------------------------------
Name: Sandra Thompson
Title: Vice President
10
SCHEDULE TO EXHIBIT 10.32.12
PAYMENT UNDERTAKING PLEDGE AGREEMENT (P1)
The following table indicates for each transaction the name of the
corresponding Owner Participant:
Agreement Date Owner Participant
---------- ------------------- -----------------------------------
P1 December 30, 1996 Philip Morris Capital Corporation
P2 January 3, 1997 Philip Morris Capital Corporation
F3 December 30, 1996 First Chicago Leasing Corporation
F4 December 30, 1996 First Chicago Leasing Corporation
N5 December 30, 1996 NationsBanc Leasing & R.E. Corporation
N6 January 3, 1997 NationsBanc Leasing & R.E. Corporation
The Exhibits and Schedules to the Payment Undertaking Pledge Agreement (P1)
are not filed herewith; however, the registrant hereby agrees that such Exhibits
and Schedules will be provided to the Commission upon request.
11