EXHIBIT (10)(c)
GUARANTY
--------
This Guaranty is made by CHUBB LIFE INSURANCE COMPANY OF AMERICA, a
New Hampshire corporation, (the "Guarantor"), in favor of SUNTRUST BANK,
ATLANTA, a Georgia banking corporation (the "Bank").
The Bank and HAMPSHIRE FUNDING, INC. (the "Borrower") are parties to a
Loan Agreement dated as of October 23, 1996 (as amended, modified and
supplemented and in effect from time to time, the "Loan Agreement") providing
for a Revolving Credit Commitment not to exceed the aggregate principal amount
of $60,000,000.00 at any one time outstanding. Unless otherwise provided
herein, defined terms shall have the meanings ascribed to them in the Loan
Agreement. The Advances under the Revolving Credit are evidenced by a Revolving
Credit Note dated October 23, 1996 executed by Borrower (the "Note"). As a
condition to the Bank's willingness to enter into the Loan Agreement, the Bank
has required that the Guarantor enter into this Guaranty.
The Guarantor hereby represents and warrants to the Bank that the
Advances to the Borrower shall be to the benefit of the Guarantor and in
consideration thereof, and for other good and valuable consideration, and
intending to be legally bound hereby, the Guarantor hereby represents and
warrants to, and agrees with, the Bank as follows:
ARTICLE I
---------
REPRESENTATIONS AND WARRANTIES
------------------------------
The Guarantor represents and warrants as follows:
SECTION 1.01. The Guarantor is a corporation duly organized, validly
existing and in good standing under the laws of the State of New Hampshire and
each of its Subsidiaries is duly organized, validly existing and in good
standing under the law of the jurisdiction in which it is incorporated. The
Guarantor and each of its Subsidiaries is duly qualified and in good standing as
a foreign corporation authorized to do business in each jurisdiction (other than
the jurisdiction of its incorporation) in which the nature of its activities or
the character of the properties it owns or leases makes such qualification
necessary.
SECTION 1.02. The execution, delivery and performance by the Guarantor
of this Guaranty are within the Guarantor's corporate powers, have been duly
authorized by all necessary corporate action (including any necessary
shareholder action), and do not and will not (i) violate any provision of any
law, rule or regulation, any judgment, order or ruling of any court or
governmental agency, the organizational papers or by-laws of the Guarantor, or
any indenture, agreement or other instrument to which the Guarantor is a party
or by which the Guarantor or any of its properties is bound, or (ii) be in
conflict with, result in a breach of, or constitute with notice or lapse of time
or both a default under any such indenture, agreement or other instrument.
SECTION 1.03. This Guaranty is the legal, valid and binding agreement
of the Guarantor, enforceable against the Guarantor in accordance with its
terms, except as its enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other laws affecting creditors' rights and
remedies generally and by general principles of equity, whether considered in a
proceeding at law or in equity.
SECTION 1.04. Neither the nature of the Guarantor or any of its
Subsidiaries nor any of their respective businesses or properties, nor any
relationship between the Guarantor or any Subsidiary and any other Person, nor
any circumstance in connection with the execution and delivery of the Loan
Documents and the consummation of the transactions contemplated thereby is such
as to require any authorization, consent, approval, order, license, exemption or
other action by or notice to or filing with any court or administrative or
governmental body (other than routine filings, if any, after the date of closing
with the Securities and Exchange Commission and/or state Blue Sky authorities)
in connection with the execution and delivery of this Guaranty and the other
Loan Documents or fulfillment of or compliance with the terms and provisions
hereof or thereof.
SECTION 1.05. All the outstanding shares of the capital stock of
Borrower and Chubb Colonial Life Insurance Company and Chubb Sovereign Life
Insurance Company (hereinafter referred to individually as a "Restricted
Subsidiary" and collectively as "Restricted Subsidiaries") have been validly
issued and are fully paid and nonassessable and all such outstanding shares are
owned of record and beneficially by the Guarantor free of any Lien or claim.
47 of 54
SECTION 1.06. The Guarantor has furnished the Bank with the following
financial statements, identified by the chief financial officer of the
Guarantor: (i) consolidated balance sheets of the Guarantor and its Subsidiaries
as at December 31, 1995, 1994 and 1993, and consolidated statements of income,
retained earnings and changes in financial position of the Guarantor and its
Subsidiaries for such years, all certified by Ernst & Young; and (ii) statutory
financial statements of the Guarantor each of the Restricted Subsidiaries as at
December 31, 1995, 1994 and 1993. All such financial statements (including any
related schedules and/or notes) are true and correct in all material respects
(subject, as to interim statements, to changes resulting from audits and normal
year end adjustments), have been prepared in accordance with generally accepted
accounting principles consistently applied throughout the periods involved or in
accordance with statutory requirements, as the case may be, and show all
liabilities, direct and contingent, of the Guarantor and its Subsidiaries
required to be shown in accordance with such principles or requirements, as the
case may be. The balance sheets fairly present the condition of the Guarantor
and its Subsidiaries as at the dates thereof, and the statements of income and
statements of retained earnings and changes in financial position fairly present
the results of the operations of the Guarantor and its Subsidiaries for the
periods indicated. There has been no material adverse change in the business,
condition or operations (financial or otherwise), or prospects of the Guarantor
and its Subsidiaries taken as a whole since December 31, 1995.
SECTION 1.07. The Guarantor and each of its Subsidiaries has filed all
federal, state and other income tax returns which are required to be filed, and
each has paid all taxes as shown on such returns and on all assessments received
by it to the extent that such taxes have become due or except such as are being
contested in good faith by appropriate proceedings and for which adequate
reserves have been established in accordance with generally accepted accounting
principles. Federal, state and other income tax returns of the Guarantor and
its Subsidiaries have been examined and reported on by the taxing authorities or
closed by applicable statutes and satisfied for all fiscal years prior to and
including the fiscal year ended on December 31, 1990.
SECTION 1.08. There is no action, suit, investigation, or proceeding
pending or, to the best knowledge of the Guarantor, threatened against the
Guarantor or any of its Subsidiaries or any properties or rights of the
Guarantor or any of its Subsidiaries, by or before any court, arbitrator or
administrative or governmental body, which might result in any material adverse
change in the business, condition or operations (financial or otherwise), or
prospects of the Guarantor and its Subsidiaries taken as a whole or which in any
manner draws into question the validity of this Guaranty.
SECTION 1.09. The Guarantor and each of its Subsidiaries has good and
marketable title to its respective real properties (other than real properties
that it leases) and good title to all of its other respective properties and
assets, including the properties and assets reflected in the balance sheet as at
December 31, 1995 hereinabove described (other than properties and assets
disposed of in the ordinary course of business).
SECTION 1.10. Neither the execution or delivery of this Guaranty or
the other Loan Documents, nor fulfillment of or compliance with the terms and
provisions hereof and thereof, will conflict with, or result in a breach of the
terms, conditions or provisions of, or constitute a default under, or result in
any violation of, or result in the creation of any Lien upon any of the
properties or assets of the Guarantor or any of its Subsidiaries pursuant to,
the charter or by-laws of the Guarantor or any Subsidiary, any award of any
arbitrator or any agreement (including any agreement with stockholders),
instrument, order, judgment, decree, statute, law, rule or regulation to which
the Guarantor or any of its Subsidiaries is subject. Neither the Guarantor nor
any of its Subsidiaries is a party to, or otherwise subject to any provision
contained in, any instrument evidencing indebtedness of the Guarantor or any of
its Subsidiaries, any agreement relating thereto or any other contract or
agreement (including its charter) which limits the amount of, or otherwise
imposes restrictions on contingent obligations of the Guarantor of the type
evidenced hereby.
SECTION 1.11. The Guarantor and each of its Subsidiaries possess all
franchises, certificates, licenses, permits and other authorizations from
governmental, political subdivisions or regulatory authorities, and all patents,
trademarks, service marks, trade names, copyrights, licenses and other rights,
free from burdensome restrictions, that are necessary for the ownership,
maintenance and operation of any of their respective properties and assets and
neither the Borrower nor any of its Subsidiaries is in violation of any thereof.
48 of 54
ARTICLE II
----------
AFFIRMATIVE COVENANTS
---------------------
So long as the Note shall remain unpaid or the Bank shall have any
Commitment under the Loan Agreement, the Guarantor will, unless the Bank shall
otherwise consent in writing:
SECTION 2.01. (i) Do or cause to be done all things necessary to
preserve and maintain, and cause each of its Restricted Subsidiaries to preserve
and maintain, its respective corporate existence, rights and franchises, except
as otherwise permitted pursuant to Section 2.08 hereof, (ii) cause its
properties and the properties of its Restricted Subsidiaries used or useful in
the conduct of their respective businesses to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and cause to be made all necessary repairs, renewals, replacements, betterments
and improvements thereto, all as in the judgment of the Guarantor may be
necessary so that the businesses carried on in connection therewith may be
properly and advantageously conducted at all times and (iii) will and will cause
each of its Restricted Subsidiaries to qualify and remain qualified to conduct
business in each jurisdiction where the nature of the business or ownership of
property by the Guarantor, or such Restricted Subsidiary, as the case may be,
may legally require such qualification.
SECTION 2.02. Comply, and cause each of its Subsidiaries to comply,
with all applicable federal, state, and -local laws, rules, regulations and
orders, including, without limitation, all federal, state and local laws, rules,
regulations and orders relating to insurance activities.
SECTION 2.03. Pay, and cause each of its Subsidiaries to pay and
discharge, or cause to be paid and discharged, (i) before the same shall become
delinquent, all taxes, assessments and other governmental charges levied or
imposed upon it or upon its income, profits or properties and (ii) all claims
(including, without limitation, claims for labor, materials, supplies or
services) which might, if unpaid, become a Lien upon any of its property,
provided that, in each case, neither the Guarantor nor any Subsidiary shall be
required to pay or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount or validity is being contested in good faith by
appropriate proceedings and with respect to which adequate reserves are being
maintained and, provided, further, that the Guarantor shall, and shall cause
each of its Subsidiaries to, pay all such taxes, assessments, charges and claims
forthwith upon the commencement of proceedings to foreclose any Lien which may
have attached as security therefor.
SECTION 2.04. Conduct, and cause each of its Subsidiaries to conduct,
its business operations and obtain all necessary permits and licenses in
compliance with all agreements, indentures and mortgages to which it is a party
or by which it or any of its properties is bound.
SECTION 2.05. Permit any Person designated in writing by the Bank, at
the Bank's expense, to visit and inspect any of the properties of the Guarantor
and any of its Subsidiaries, to examine the corporate books and financial
records of the Guarantor and its Subsidiaries and make copies thereof and take
extracts therefrom, and to discuss the affairs, finances and accounts of any of
such corporations with the principal officers of the Guarantor and its
independent public accountants, all at such reasonable times and as often as the
Bank may reasonably request.
SECTION 2.06. Remain, and cause each Subsidiary to remain,
substantially in the respective business in which the Guarantor and each
Subsidiary is engaged as of the date of this Guaranty.
SECTION 2.07. Deliver to the Bank:
(a) as soon as available and in any event within 90 days after the
end of each fiscal year of the Guarantor, a consolidated balance sheet of
the Guarantor and its Subsidiaries as of the end of such fiscal year and
the related consolidated statements of income, retained earnings and
changes in financial position for such fiscal year, setting forth in each
case in comparative form the figures for the previous fiscal year, all in
reasonable detail and accompanied by a report thereon of Ernst & Young or
other independent public accountants acceptable to the Bank, which report
will be unqualified as to scope of audit and shall state that such
consolidated financial statements present fairly the consolidated financial
condition of the Guarantor and its Subsidiaries as at the end of such
fiscal year, and the consolidated results of operations and changes in
financial position of the Guarantor and its Subsidiaries for such fiscal
year in accordance with generally accepted accounting principles
consistently applied and that the audit by such accountants in connection
with such consolidated financial statements was made in accordance with
generally accepted auditing standards;
49 of 54
(b) as soon as available and in any event within 45 days after the
end of the first three quarters of each fiscal year of the Guarantor, a
consolidated balance sheet of the Guarantor and its Subsidiaries as of the
end of such quarter and the related consolidated statements of income,
retained earnings and changes in financial position for such quarter and
for the portion of the Guarantor's fiscal year ended at the end of such
quarter, setting forth in each case in comparative form the figures for the
corresponding quarter and the corresponding portion of the Guarantor's
previous fiscal year, all certified (subject to normal year end adjustment)
as to fairness of presentation, preparation in accordance with generally
accepted accounting principles and consistency of accounting methods by the
chief financial officer of the Guarantor;
(c) as soon as available and in any event within 90 days after the
end of each fiscal year of Guarantor and each Restricted Subsidiary, a copy
of Guarantor's and each Restricted Subsidiary's statutory financial
statements for such fiscal year, certified as to compliance with statutory
reporting requirements by the chief financial officer of Guarantor or such
Restricted Subsidiary;
(d) as soon as available and in any event within 45 days after the
end of the first three quarters of each fiscal year of Guarantor and each
Restricted Subsidiary, a copy of Guarantor's and each Restricted
Subsidiary's statutory financial statements for such quarter, all certified
(subject to normal year end adjustments) as to compliance with statutory
reporting requirements by the chief financial officer of Guarantor or such
Restricted Subsidiary;
(e) promptly upon the mailing or filing thereof, copies of all
reports and proxy statements which the Guarantor sends to its security
holders, and copies of all reports and registration statements which the
Guarantor or any Subsidiary files with the Securities and Exchange
Commission or any national securities exchange; and
(f) such other information respecting the condition or operations,
financial or otherwise, of the Guarantor or any of its Subsidiaries, as the
Bank may from time to time reasonably request.
NEGATIVE COVENANTS
------------------
So long as the Note shall remain unpaid or the Bank shall have any
Commitment under the Loan Agreement, the Guarantor will not, without the written
consent of the Bank:
SECTION 2.08. Permit the Borrower or any Restricted Subsidiary (either
directly or indirectly by the issuance of rights or options for, or securities
convertible into, such shares) to issue, sell or dispose of any shares of its
stock of any class (other than directors' qualifying shares, if any) except to
the Guarantor, the Borrower or another Restricted Subsidiary.
SECTION 2.09. Permit the ratio of Total Adjusted Capital to Company
Action Level Risk-Based Capital to at any time be less than 1.25:1. Company
Action Level is defined as two times Authorized Control Level Risk-Based
Capital. Authorized Control Level Risk-Based Capital and Total Adjusted Capital
will be calculated using the 1995 NAIC Life Risk-Based Capital formulas and are
published in the Five-Year Historical Data Section of the Life and Accident &
Health Annual Statement.
ARTICLE III
-----------
GUARANTY AGREEMENTS
-------------------
SECTION 3.01. Guarantor hereby unconditionally and irrevocably
guarantees to the Bank, and any transferee of the Bank, the full and prompt
payment of all indebtedness evidenced by the Note and all other present and
future liabilities of Borrower to the Bank in connection with the Note, all
renewals or extensions in whole or in part of such Note, all indebtedness and
obligations under the Loan Agreement, all amounts advanced by the Bank to
protect or preserve the value of any security for this Guaranty or the Note, and
all costs, charges, expenses (including reasonable attorneys' fees) incurred or
sustained by the Bank in enforcing the obligations of Borrower under the Note or
Loan Agreement or of Guarantor hereunder (collectively, the "Liabilities"). If
any portion of the Liabilities is not paid when due, Guarantor hereby agrees to
and will immediately pay same, without resort by Bank to any other Person or
party. The obligation of Guarantor to Bank hereunder is primary, absolute and
unconditional.
50 of 54
SECTION 3.02. This Guaranty is continuing in nature and shall be
effective with respect to the full amount of Liabilities outstanding, now
existing or hereafter made or extended, regardless of the amount. This Guaranty
shall remain in full force and effect until such time as all Liabilities have
been paid in full and until Bank has no further obligation to extend credit
under the Revolving Credit Commitment.
SECTION 3.03. Guarantor acknowledges and agrees that the amounts
outstanding under the Note may fluctuate from time to time hereafter, and that
Borrower may make payments on the Note from time to time hereafter. Guarantor
expressly agrees that this Guaranty shall continue in full force and effect
notwithstanding such fluctuations and payments, and whether or not any amounts
are outstanding under the Note at any particular time.
SECTION 3.04. Guarantor hereby waives notice of Bank's acceptance of
this Guaranty and the creation, extension or renewal of any of the Liabilities
and of any occurrence of a Default or an Event of Default. Guarantor hereby
consents and agrees that, at any time or times, without notice to or further
approval from Guarantor, and without in any way affecting the obligations of
Guarantor hereunder, Bank may, with or without consideration (i) release,
compromise with, or agree not to sue, in whole or in part, Borrower or any other
obligor, guarantor, endorser or surety on any of the Liabilities, (ii) renew,
extend, accelerate, or increase or decrease the principal amount of the Note,
either in whole or in part, (iii) amend, waive, or otherwise modify any of the
terms of any of the Liabilities or of any mortgage, security deed, security
agreement, pledge agreement or other undertaking of Borrower or any other
obligor, endorser, guarantor or surety in connection with any of the
Liabilities, and (iv) apply any payment received from Borrower or any other
obligor, guarantor, endorser or surety on any of the Liabilities to any of the
Liabilities which Bank may choose.
SECTION 3.05. Guarantor hereby consents and agrees that Bank may at
any time or times, either with or without consideration, surrender, release or
receive any property or other collateral of any kind or nature whatsoever held
by it or for its account securing any of the Liabilities, or substitute any
collateral so held by Bank for other collateral of like or different kind,
without notice to or further consent from Guarantor, and such surrender,
receipt, release or substitution shall not in any way affect the obligations of
Guarantor hereunder. Bank shall have full authority to adjust, compromise, and
receive less than the amount due upon any such collateral, and may enter into
any accord and satisfaction agreement with respect to the same as Bank may deem
advisable without affecting the obligations of Guarantor hereunder. Bank shall
be under no duty to undertake to collect upon such collateral or any part
thereof, and Guarantor's obligations hereunder shall not be affected by Bank's
alleged negligence or mistake in judgment in handling, disposing of, obtaining,
or failing to collect upon or perfect a security interest in, any such
collateral.
SECTION 3.06. Guarantor hereby waives presentment, demand, protest,
and notice of dishonor of any of the Liabilities. Bank shall have no duty or
obligation, whether pursuant to O.C.G.A. (S) 10-7-24 or otherwise (i) to proceed
or exhaust any remedy against Borrower, any other obligor, guarantor, endorser,
or surety on any of the Liabilities, or any other security held by Bank for any
of the Liabilities, or (ii) to give any notice whatsoever, other than as
provided in the Loan Agreement, to Borrower, Guarantor, or any other obligors
guarantor, endorser, or surety on any of the Liabilities, before bringing suit,
exercising rights to any such security, or instituting proceedings of any kind
against Guarantor, Borrower, or both of them, and Guarantor hereby waives any
requirement for such actions by Bank. Upon the occurrence of an Event of
Default and Bank's demand on Guarantor hereunder, Guarantor shall be held and
bound to Bank directly as principal debtor in respect of the payment of the
Liabilities, such liability of Guarantor being joint and several with Borrower
and all other obligors, guarantors, endorsers and sureties on the Liabilities.
SECTION 3.07. All present and future indebtedness of Borrower to
Guarantor is hereby assigned to Bank and postponed to the present and future
indebtedness of Borrower to Bank, and all monies received from Borrower or for
Borrower's account by Guarantor after an Event of Default shall be received in
trust for Bank, and promptly upon receipt paid over to Bank at Bank's request
until Borrower's indebtedness to Bank is fully paid and satisfied, all without
prejudice to and without in any way affecting the obligations of Guarantor
hereunder. Until all Liabilities have been paid in full, Guarantor shall not
have any rights of subrogation or otherwise to participate in any security held
by Bank for any of the Liabilities, and Guarantor hereby waives such rights.
SECTION 3.08. Upon the bankruptcy of Borrower, Bank's rights hereunder
shall not be affected or impaired by any omission to prove all or any portion of
its claims, and Bank may in its discretion value or refrain from valuing any
security held by it without in any way releasing, reducing or otherwise
affecting Guarantor's obligations hereunder. Guarantor agrees that this
Guaranty shall continue to be effective or be reinstated, as the case may be, if
at any time any payment of the Liabilities is rescinded or must otherwise be
returned or restored by Bank upon the insolvency or bankruptcy of Borrower or
any other obligor, guarantor, endorser or surety on any of the Liabilities, all
as though such payment had not been made.
51 of 54
ARTICLE IV
MISCELLANEOUS
-------------
SECTION 4.01. This Guaranty is in addition to, and shall not prejudice
or be prejudiced by, any other guarantee, surety, agreement, or instrument which
Bank may now or hereafter hold in connection with any of the Liabilities.
Bank's rights and remedies hereunder are cumulative and are in addition to any
rights or remedies otherwise available to Bank pursuant to agreements or under
law. If any provision of this Guaranty or the application thereof to any Person
or circumstance shall, to any extent, be invalid or unenforceable, the remainder
of this Guaranty or the application of such provision to other Persons or
circumstances, other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each provision of this Guaranty shall be
valid and enforceable to the full extent permitted by law.
SECTION 4.02. Guarantor authorizes Bank, without notice or demand, to
apply any indebtedness due or to become due to Guarantor from Bank, (including
any of its offices, branches or agencies) in satisfaction of any of Guarantor's
obligations hereunder, including, but not limited to, the right to set off
against any deposits or other cash collateral of Guarantor held by Bank at any
office, branch or agency.
SECTION 4.03. This Guaranty contains the entire agreement between the
parties relating to the subject matter hereof, and no provision hereof may be
waived or modified except by a writing executed by Guarantor and Bank. There is
no understanding that any Person other than Guarantor shall execute this or any
similar Guaranty. Guarantor's execution of this Guaranty was not based upon any
facts or materials provided by Bank, nor was Guarantor induced to execute this
Guaranty by any representation, statement or information made or furnished by
Bank. Guarantor further acknowledges and agrees that Guarantor assumes sole
responsibility for independently obtaining any information or reports deemed
necessary by Guarantor in reaching any decision to execute this Guaranty.
SECTION 4.04. The failure or forbearance of Bank on any occasion to
exercise any rights or remedies hereunder or otherwise granted to it by law or
another agreement shall not affect the obligations of Guarantor hereunder and
shall not constitute a waiver of such right or remedy or preclude the later or
further exercise thereof. Time is of the essence of this Guaranty and
Guarantor's obligations hereunder.
SECTION 4.05. Any notice, communication or demand which may be
required hereunder shall be in writing, delivered by hand or sent by first-
class, registered or certified mail, postage prepaid, return receipt requested,
to the following addresses:
(1) If to Bank: SunTrust Bank, Atlanta
711 Fifth Avenue, 16th Floor
New York, New York 10022
Attention: U.S. Corporate - Northeast Group
(2) If to Guarantor: Chubb Life Insurance Company of America
One Granite Place, P.O. Box 515
Concord, N.H. 03302
Attention: Russell C. Simpson
Any such notice shall be effective upon receipt if delivered by hand and, if
mailed, upon the earlier of (i) receipt or (ii) the third business day after
mailing. Either Guarantor or Bank may change its address for notice purposes by
notice to the other party in the manner provided herein.
SECTION 4.06. Guarantor agrees, without power of revocation, that any
civil suit or action brought against it as a result of any of its obligations
under this Guaranty may be brought against it either in the Superior Court of
Fulton County, Georgia, or in the United States District Court for the Northern
District of Georgia, Atlanta Division, and Guarantor hereby irrevocably submits
to the jurisdiction of such courts and irrevocably waives, to the fullest extent
permitted by law, any objections that it may now or hereafter have to the laying
of the venue of such civil suit or action and any claim that such civil suit or
action has been brought in an inconvenient forum, and Guarantor agrees that
final judgment in any such civil suit or action shall be conclusive and binding
upon it and shall be enforceable against it by suit upon such judgment in any
court of competent jurisdiction.
52 of 54
SECTION 4.07. This Guaranty shall become effective upon acceptance by
the Bank in Atlanta, Georgia. This Guaranty and its performance, interpretation,
and enforcement shall in all respects be governed by the laws of the State of
Georgia. This Guaranty shall bind and inure to the benefit of the respective
heirs, legal representatives, successors and assigns of Guarantor and Bank.
IN WITNESS WHEREOF, Guarantor has executed this Guaranty under hand
and seal of its duly authorized representatives as of October 23, 1996.
CHUBB LIFE INSURANCE COMPANY OF AMERICA
By:
-------------------------------------------
Title:
------------------------------------
Attest:
-----------------------------------------
Title:
------------------------------------
[CORPORATE SEAL]
Accepted this 23rd day
of October, 1996.
SUNTRUST BANK, ATLANTA
By:
-------------------------------
Title:
---------------------
53 of 54