LOAN AGREEMENT
between
THE FAIRFAX COUNTY ECONOMIC DEVELOPMENT AUTHORITY
and
FORMAN DEVELOPMENT ASSOCIATES LIMITED PARTNERSHIP,
a Virginia limited partnership
Dated as of April 1, 1996
THE FAIRFAX COUNTY ECONOMIC DEVELOPMENT AUTHORITY (THE "ISSUER") HAS ASSIGNED
ALL OF ITS INTEREST IN THIS AGREEMENT (EXCEPT CERTAIN PROVISIONS RELATING TO THE
PAYMENT OF EXPENSES AND INDEMNIFICATION CONTAINED IN SECTIONS 8.3 AND 8.4
HEREOF) TO THE FIRST NATIONAL BANK OF MARYLAND AS TRUSTEE UNDER AN INDENTURE OF
TRUST, DATED AS OF APRIL 1, 1996 AMONG THE ISSUER AND THE TRUSTEE. INFORMATION
CONCERNING THIS ASSIGNMENT MAY BE OBTAINED FROM THE TRUSTEE AT ITS PRINCIPAL
CORPORATE TRUST OFFICE IN BALTIMORE, MARYLAND.
TABLE OF CONTENTS
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Article Section
Number Number Page
- ------ ------ ----
I Definitions.......................................... 1
1.1. Definitions............................... 1
1.2. Rules of Construction..................... 1
II Representations and Covenants.......................... 2
2.1. Representations by Issuer................. 2
2.2. Representations and Covenants by Borrower. 4
III Issuance of the Bonds; Use of Proceeds................. 7
3.1. Agreement to Acquire Project.............. 7
3.2. Issuance of Bonds......................... 7
3.3. Limitation of Issuer's Liability.......... 7
IV Payment by the Borrower................................ 8
4.1. (a) Principal, Premium and Interest...... 8
4.2. Obligations of Borrower Unconditional..... 8
4.3. Payments Assigned......................... 9
4.4. Letter of Credit.......................... 9
V Operation and Use of Project........................... 9
5.1. Maintenance and Operation of the Project.. 9
5.2. Inspection of Project and Borrower's
Books and Records......................... 10
VI Governmental Charges and Insurance..................... 10
6.1. Governmental Charges...................... 10
6.2. Insurance................................. 11
6.3. Requirements of Policies.................. 11
VII Damage, Destruction or Condemnation.................... 11
7.1. Parties to Give Notice.................... 11
7.2. Damage and Destruction.................... 11
7.3. Condemnation and Loss of Title............ 12
VIII Special Covenants...................................... 12
8.1. Arbitrage and Rebate...................... 12
i
8.2. Use of Proceeds; Other Matters with
Respect to Project, Bonds and Tax
Exemption.................................. 14
8.3. Indemnification by Borrower................ 15
8.4. Payment of Expenses........................ 16
8.5. Approval of Indenture...................... 17
8.6. Notice of Act of Bankruptcy................ 17
IX Events of Default and Remedies.......................... 17
9.1. Event of Default Defined................... 17
9.2. Remedies on Default........................ 18
9.3. No Remedy Exclusive........................ 19
9.4. Attorneys' Fees and other Expenses......... 19
9.5. No Additional Waiver Implied by One
Waiver..................................... 19
X Miscellaneous 20
10.1. Successors and Assigns..................... 20
10.2. Amendments................................. 20
10.3. Exculpation of Issuer...................... 20
10.4. Applicable Law............................. 20
10.5. Severability............................... 20
10.6. Notices.................................... 21
10.7. Agreements to Survive...................... 21
10.8. Right to Cure Default...................... 21
10.9. No Joint Venture........................... 21
10.10. Headings.................................. 22
10.11. Term of Agreement......................... 22
10.12. Counterparts.............................. 22
10.13. Trustee as Third Party Beneficiary........ 22
ii
THIS LOAN AGREEMENT is made as of April 1, 1996 between THE FAIRFAX COUNTY
ECONOMIC DEVELOPMENT AUTHORITY, a political subdivision of the Commonwealth of
Virginia (the "Issuer"), and FORMAN DEVELOPMENT ASSOCIATES LIMITED PARTNERSHIP,
a Virginia limited partnership (the "Borrower").
WHEREAS, on April 16, 1996, the Issuer adopted a resolution authorizing the
refunding, re-issuance and sale of the Issuer's Variable Rate Demand Revenue
Bonds (Forman Development Associates Project) Series 1996, in the aggregate
principal amount of up to $2,665,000 to refund bonds issued for the costs of
acquiring, constructing, equipping and furnishing an administrative office and
warehouse facility located on 4.75 acres in Springbelt Center, Fairfax County,
Virginia (the "Project"); and
WHEREAS, the parties desire to set forth in this Agreement certain of their
agreements and understandings with respect to these transactions.
NOW, THEREFORE, for and in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
Definitions
Section 1.1. Definitions. Words and terms used but not defined herein
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shall have the meaning set forth in the Indenture of Trust of even date herewith
between the Issuer and the Trustee (which is incorporated herein by this
reference) unless the context otherwise requires. In addition to, and not as a
limitation upon, the preceding sentence, all terms used herein which are defined
within the body of any of the Bond Documents or the Bonds shall have the same
meaning herein as therein, unless the context in which such terms are used
herein clearly requires that a different meaning be ascribed to such terms.
Section 1.2. Rules of Construction. The following rules shall apply to
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the construction of this Agreement unless the context otherwise requires:
(a) Singular words shall connote the plural number as well as the singular
and vice versa.
(b) Words importing the redemption or calling for redemption of Bonds shall
not be deemed to refer to or connote the payment of Bonds at their stated
maturity.
(c) All references herein to particular Articles or Sections are references
to Articles or Sections of this Agreement.
(d) The headings herein are solely for convenience of reference and shall
not constitute a part of this Agreement nor shall they affect its meaning,
construction or effect.
(e) The masculine, feminine and neuter genders are used solely for
convenience of reference and not as terms of limitation. Accordingly, words of
the masculine, feminine and neuter genders shall be deemed and construed to
include correlative words of the masculine, feminine and neuter gender.
ARTICLE II
Representations and Covenants
-----------------------------
Section 2.1. Representations by Issuer. The Issuer makes the following
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representations as the basis for its undertakings under this Agreement:
(a) The Issuer has been duly organized and operating under the Act since
its creation, and no dissolution proceedings have been undertaken by it. The
Issuer is, on the date of the issuance of the Bonds, a duly created and validly
existing political subdivision of the Commonwealth vested with the rights and
powers conferred upon economic development authorities under the Act.
(b) Each commissioner of the Issuer has satisfied the residency
requirements of the Act. No commissioner of the Issuer is an officer or
employee of the Municipality and each commissioner has taken and subscribed to
the oath prescribed by Section 49-1 of the Code of Virginia of 1950, as amended.
(c) The Issuer has complied in all respects with the Act and has legal
right, power and authority to (i) adopt the Resolution and execute and deliver
the Bond Documents to which it is a party and other documents related thereto;
(ii) issue, sell and deliver the Bonds to the initial purchasers thereof; (iii)
loan the proceeds of the Bonds to the Borrower to undertake the Project; and
(iv) carry out and consummate all other transactions to which it is a party and
which are contemplated by the Resolution, the Bonds and the Bond Documents.
(d) The Bonds and the Basic Documents to which the Issuer is a party have
been executed and delivered by duly authorized officers of the Issuer, were duly
authorized by the Resolution and are in substantially the same form and text as
the copies of
2
such instruments presented to the Issuer at its meeting on March 19, 1996.
(e) The Bonds constitute the only bonds or other obligations of the Issuer
in any manner secured by, or payable from, the amounts due under the Bond
Documents and all revenues and receipts derived by the Issuer therefrom or from
the security therefor.
(f) The Issuer hereby finds and determines that financing the Project will
serve the purposes of the Act and that the Project constitutes an "authority
facility," within the meaning of the Act.
(g) When authenticated and delivered in accordance with the Indenture, the
Bonds will have been duly authorized, executed, issued and delivered and will
constitute legal, valid and binding limited obligations of the Issuer
enforceable against the Issuer in accordance with their terms.
(h) The adoption of the Resolution, the issuance of the Bonds, the
execution and delivery of the Bond Documents to which the Issuer is a party and
the compliance with the provisions thereof do not, and will not, conflict with
or constitute on the part of the Issuer a violation or breach of, or default
under, any statute, ordinance, bylaw, indenture, mortgage, deed of trust,
resolution, bond, note or other agreement or instrument to which the Issuer is a
party or by which it is bound or, to its knowledge, any judgment, decree, order,
rule or regulation of any court or governmental agency or body having
jurisdiction over the Issuer or any of the Issuer's activities or properties.
(i) No litigation or investigation by any judicial or governmental body or
agency is pending or, to the best of the Issuer's knowledge, threatened to (i)
enjoin, restrain or otherwise affect the execution, delivery or validity of the
Resolution, the Bonds or the Bond Documents, or (ii) challenge, contest or
affect the constitution, existence or powers of the Issuer, the incumbency of
the Issuer's officers or directors or the validity or enforceability of any
action taken by the Issuer with respect to the Resolution, the Bonds, or the
Bond Documents or any transactions authorized thereby or related thereto. No
litigation or investigation by any judicial or governmental body or agency is
pending or, to the best of the Issuer's knowledge, threatened which challenges
or contests the collection of revenues or receipts under the Bond Documents or
the payment thereof to the registered owners of the Bonds. There is no
litigation or investigation by any judicial or governmental body or agency
pending or, to the best of the Issuer's knowledge, threatened against the Issuer
or any of the property or assets
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under the control of the Issuer which involves the possibility of any judgment
or liability which may adversely affect the Project or the security for the
Bonds.
Section 2.2. Representations and Covenants by Borrower. The Borrower
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makes the following representations and covenants in connection with its
undertakings hereunder:
(a) The Borrower is duly organized and validly existing as a limited
partnership under the laws of the Commonwealth of Virginia and is duly
authorized and empowered to enter into the Bond Documents to which it is a party
and the Letter of Credit Agreement and the transactions contemplated hereby and
thereby and to perform its obligations hereunder and thereunder and has duly
executed and delivered the Bond Documents to which it is a party and the Letter
of Credit Agreement.
(b) The execution and delivery of the Bond Documents to which it is a party
and the Letter of Credit Agreement and the performance by the Borrower of its
obligations hereunder and thereunder do not and will not (1) conflict with or
violate the terms of partnership certificate or limited partnership agreement,
(2) constitute a default under any agreement or other instrument to which the
Borrower is a party or by which it is bound, or (3) result in a violation of any
agreement or other instrument to which the Borrower is a party or by which it is
bound or any constitutional or statutory provision or order, rule, regulation,
decree or ordinance of any court, government or governmental authority having
jurisdiction over the Borrower or its property.
(c) It has executed and delivered the Bond Documents to which it is a
party, and the Letter of Credit Agreement and such Bond Documents and Letter of
Credit Agreement, when so executed and delivered by other parties thereto, will
constitute the valid and legally binding obligations of the Borrower.
(d) There are no pending or, to the best of its knowledge, threatened
actions, suits, proceedings, or investigations of a legal, equitable,
regulatory, administrative or legislative nature, the judgment, order or
resolution of which may have a materially adverse effect on the Borrower or its
business, assets, condition (financial or otherwise), operations or prospects or
on its ability to perform its obligations under the Bond Documents or the Letter
of Credit Agreement.
(e) It is not in default in the payment of the principal of or interest on
any of its indebtedness for borrowed money or any instrument under and subject
to which any indebtedness has been incurred, and no event has occurred and is
continuing under the
4
provisions of any such agreement that with a lapse of time or the giving of
notice, or both, would constitute a default thereunder.
(f) The Bonds are the only obligation of any state, territory or possession
of the United States, or any political subdivision of the foregoing, or of the
District of Columbia, the proceeds of which have been or are to be used
primarily with respect to a facility located in Fairfax County, Virginia, or in
any contiguous jurisdiction, a principal user of which is or will be the
Borrower, any other principal user(s) of the facilities financed with the
proceeds of the Bonds, or any "related persons" of the Borrower or such other
principal users, within the meaning of Section 144(a)(3) of the Code.
(g) The Bonds are neither directly nor indirectly "federally guaranteed"
(as defined under Section 149(b) of the Code), nor will the Borrower allow the
Bonds to be so guaranteed.
(h) The "average maturity" of the Bonds does not exceed one hundred twenty
percent (120%) of the "average reasonably expected economic life" of the
facilities financed with the proceeds of the Bonds, within the meaning of
Section 147(b) of the Code. The Borrower will not permit any change in the
Project that would, at the time made, cause the "average reasonably expected
economic life" of the components of the Project to be less than the "average
reasonably expected economic life" of the components of the Project as of the
Issue Date, without first providing the Trustee with an opinion of Bond Counsel
that such changes will not adversely affect the exemption of interest on the
Bonds from Federal income taxation.
(i) The "aggregate authorized face amount" of the Bonds allocated to any
"test period beneficiary" (as defined in Section 144(a)(10) of the Code) of the
facilities financed by the Bonds, when increased by the outstanding "tax-exempt
facility related" bonds allocated to such test period beneficiary, does not
exceed $40,000,000. The Borrower covenants that the Borrower will not allow any
person or entity to become a test period beneficiary of any facilities financed
by the Bonds, if such act would cause such $40,000,000 limit to be exceeded, as
provided in Section 144(a)(10) of the Code.
(j) To the best of its knowledge, neither the Borrower, any other
"substantial user" of the Project nor any "related person" of the Borrower, or
such substantial user (as such terms are used in Section 147(a) of the Code)
plans to purchase, hold or own the Bonds or any part thereof.
5
(k) The information relating to the Bonds, the Project and the Borrower
contained in the Issuer's Form 8038 is true and correct.
(l) There are no other outstanding "qualified small issue bonds" or any
outstanding "exempt small issues" (as described in Section 103(b)(6) of the
Internal Revenue Code of 1954, as amended) other than the Bonds, with respect to
facilities used principally by the Borrower or any "related person" (as defined
in Section 144(a)(3) of the Code).
(m) The principal amount of the Bonds, and the outstanding principal
balances of all outstanding "qualified issue bonds" or any outstanding "exempt
small issues" described in subsection (l) above, is estimated to be less than
$10,000,000.
(n) The average maturity date of the Bonds is not later than the average
maturity date of the Refunded Bonds. The amount of the Bonds does not exceed
the outstanding amount of the Refunded Bonds. The net proceeds of the Bonds
will be used to redeem the Refunded Bonds not later than 90 days after the date
of issuance of the Bonds.
(o) The weighted average maturity of the Bonds is not greater than the
remaining weighted average maturity of the Refunded Bonds.
(p) The Borrower has obtained all consents, approvals, authorizations and
orders of any governmental or regulatory authority that are required to be
obtained by the Borrower as a condition precedent to the issuance of the Bonds
or the execution and delivery of the Bond Documents to which it is a party and
the Letter of Credit Agreement or the performance by the Borrower of its
obligations hereunder or thereunder. All approvals, certificates and permits
which were required for the acquisition and construction of the Project were
duly obtained and all approvals, certificates and permits required for the
operation of the Project have been issued and remain in full force and effect.
(q) No document or instrument executed or delivered by the Borrower, nor
any information (financial or otherwise) furnished by or on behalf of the
Borrower in connection with the negotiation of the sale of the Bonds contains
any untrue statement of a material fact or omits a material fact necessary to
make the statements contained herein or therein not misleading. There is no
fact that the Borrower has not disclosed in writing to the Issuer and the Letter
of Credit Issuer that materially adversely affects, or so far as it can now
foresee, based on facts known to it, will materially affect adversely the
properties, business, prospects, profits or condition (financial
6
or otherwise) of the Borrower or the ability of the Borrower to perform its
obligations under the Bond Documents and the Letter of Credit Agreement.
(r) The Borrower understands that the certifications made in paragraphs (a)
through (q) are to be conclusively relied upon by Bond Counsel in giving its
opinion as to the tax-exempt status of the Bonds.
ARTICLE III
Issuance of the Bonds; Use of Proceeds
--------------------------------------
Section 3.1. Agreement to Acquire Project. As of the date hereof, the
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construction and equipping of the Project has been completed. Simultaneously
with the issuance of the Bonds, the Issuer will sell, transfer and convey to the
Borrower, by deed (and such bills of sale as may be necessary) with special
warranty of title, the Project. The Borrower will purchase and accept the same
from the Issuer by entering into this Agreement prior to or simultaneously with
the issuance of the Bonds for assignment to the Trustee as security therefor.
The Borrower shall secure the Bonds, at its sole expense, by causing the Letter
of Credit Issuer to execute and deliver to the Trustee the Letter of Credit.
The Issuer agrees to execute and deliver to the Borrower such further deeds,
bills of sale and other evidence of title to the Project, and each part thereof
conveyed pursuant hereto as the Borrower may from time to time reasonably
request.
Section 3.2. Issuance of Bonds. In order to provide funds to refund the
-----------------
bonds issued for payment of the Cost of the Project, the Issuer, concurrently
with or as soon as practicable after the execution of this Agreement, will issue
the Bonds and deposit the proceeds thereof pursuant to written instructions to
defease the prior bonds.
Section 3.3. Limitation of Issuer's Liability. Anything contained in
--------------------------------
this Agreement to the contrary notwithstanding, any obligation the Issuer may
incur hereunder or in connection with the undertaking of the Project for the
payment of money shall not be deemed to constitute a debt or general obligation
of the Issuer within any constitutional or statutory limitations but shall be
payable solely from the revenues and receipts derived by it from financing of
the Project pursuant to this Agreement, including payments received under this
Agreement, and from payments under the Letter of Credit.
7
ARTICLE IV
Payment by the Borrower
-----------------------
Section 4.1. (a) Principal, Premium and Interest. The Borrower agrees to
-------------------------------
repay the loan made under Article III as follows: On or before 10:00 a.m.
(local time at the principal corporate office of the Trustee) on each day on
which any payment of principal of, premium, if any or interest on the Bonds
shall become due (whether on an interest payment date, at maturity, or upon
redemption or acceleration or otherwise), the Borrower will pay, or cause to be
paid, an amount which, together with other moneys held by the Trustee in the
Bond Fund and available therefor (including, without limitation, proceeds of
draws under the Letter of Credit), will enable the Trustee to make such payment
in full in a timely manner. If the Borrower defaults in any payment required by
this Section, the Borrower will pay interest (to the extent allowed by law) on
such amount until paid at the rate provided for in the Bonds.
(b) Purchase Price. The Borrower agrees to pay to the Tender Agent
--------------
(or if the Bonds are in the Book Entry System, the Trustee) amounts sufficient
to pay the purchase price of Bonds on each Purchase Date and Mandatory Tender
Date pursuant to the Indenture, provided the Borrower shall receive a credit for
the amount of remarketing or Letter of Credit proceeds available for such
purpose in the Bond Fund on each such date.
(c) Borrower to Make up Deficiencies. In furtherance of the
--------------------------------
foregoing, so long as any Bonds are outstanding, the Borrower agrees to pay, or
cause to be paid, all amounts required to prevent any deficiency or default in
any payment of the principal or purchase price of, premium, if any, or interest
on the Bonds, including any deficiency caused by an act or failure to act by the
Trustee, the Borrower, the Issuer or any other person.
(d) Payments under Letter of Credit Agreement. The Borrower will pay
-----------------------------------------
all amounts owing to the Letter of Credit Issuer under the Letter of Credit
Agreement directly to the Letter of Credit Issuer when due and no such payment
shall be made to the Trustee.
Section 4.2. Obligations of Borrower Unconditional. The obligations of
-------------------------------------
the Borrower to make all payments pursuant to this Agreement and to observe and
perform all other covenants, conditions and agreements under the Bond Documents
and the Letter of Credit Agreement shall be absolute and unconditional,
irrespective of any rights of setoff, recoupment or counterclaim the Borrower
might otherwise have against the Issuer or the
8
Trustee. Subject to prepayment as provided in this Agreement, the Borrower shall
not suspend or discontinue any such payment or fail to observe and perform any
of its other covenants, conditions and agreements under the Bond Documents and
the Letter of Credit Agreement for any cause, including without limitation any
acts or circumstances that may constitute an eviction or constructive eviction,
failure of consideration, failure of title to any part or all of the Project, or
commercial frustration of purpose, or any damage to or destruction or
condemnation of all or any part of the Project or any change in the tax or other
laws of the United States, the Commonwealth or any political subdivision of
either or any failure of the Issuer or any other person to observe and perform
any covenant, condition or agreement, whether express or implied, or any duty,
liability or obligation arising out of or in connection with the Bond Documents
and the Letter of Credit Agreement.
Section 4.3. Payments Assigned. The Borrower consents to the assignment
-----------------
of certain rights of the Issuer under this Agreement to the Trustee and agrees
to pay or cause to be paid to the Trustee all amounts payable by the Borrower
pursuant to the Bond Documents, except for amounts payable directly to the
Issuer and others pursuant to Sections 8.3 and 8.4 of this Agreement.
Section 4.4. Letter of Credit. On or before the Closing Date, in order
----------------
to commence the Letter of Credit Period, the Borrower shall deliver to the
Trustee an irrevocable Letter of Credit with a stated expiration date no earlier
than April 15, 2001. Thereafter, any replacement Letter of Credit must be
delivered to the Trustee on or before a date which is at least 15 days prior to
the stated expiration date of the Letter of Credit being replaced. Any
replacement Letter of Credit shall have an effective date no later than April 1
in the year in which it is delivered and an expiration date which is at least
three (3) years later for successive replacement Letters of Credit, until the
remaining term of the Bonds is less than three (3) years, whereupon the
expiration date shall be December 31, 2007 and shall be in all respects in
accordance with the requirements of Sections 709(b), (c) and (d) of the
Indenture.
ARTICLE V
Operation and Use of Project
----------------------------
Section 5.1. Maintenance and Operation of the Project. The Borrower
----------------------------------------
shall, at its expense, keep the Project in good repair and operating condition
and free and clear of all encumbrances except Permitted Encumbrances, as defined
in the Letter of Credit Agreement, making from time to time all necessary
repairs, renewals and replacements. The Borrower may, at its expense,
9
make any additions, modifications or improvements to the Project that it may
deem desirable for its efficient operation as a office/warehouse facility and
that do not impair the revenue producing capacity of the Project, provided that
the Borrower provides the Letter of Credit Issuer with prior written notice of
any such additions, modifications or improvements and such additions,
modifications or improvements are located wholly on the Land and comply with all
Federal, state and local codes as applied to the Project, and further provided
that no liens or other encumbrances are filed on the Land as a result of such
additions, modifications or improvements. All such renewals, replacements,
additions, modifications and improvements shall become part of the Project.
The Borrower shall (a) use, maintain and operate, or cause to be used,
maintained and operated, the Project as a office/warehouse facility; (b) comply
with all laws, rules and regulations of any governmental body applicable to the
condition and operation of the Project, whether existing or later enacted or
foreseen or unforeseen and whether involving any change in governmental policy
or requiring structural or other changes to the Project; (c) neither commit nor
suffer others to commit a nuisance in or about the Project; and (d) provide at
its own cost and expense, or cause to be provided, to the extent not included
within the Project, the other personal property required for the proper use,
maintenance and operation of the Project in an economical and efficient manner.
Section 5.2. Inspection of Project and Borrower's Books and Records. The
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Issuer and its duly authorized representatives and agents shall have such
reasonable rights of access to the Project as may be necessary to determine
whether the Borrower is in compliance with the requirements of the Bond
Documents and the Letter of Credit Agreement and shall have the right at all
reasonable times and upon reasonable prior notice to the Borrower to examine and
copy the books and records of the Borrower insofar as such books and records
relate to the Project.
ARTICLE VI
Governmental Charges and Insurance
----------------------------------
Section 6.1. Governmental Charges. The Borrower shall pay when due
--------------------
Governmental Charges. The Borrower, however, at its expense and in its name,
may contest in good faith any Governmental Charges. In the event of such a
contest, the Borrower may permit the same to remain unpaid during the period of
the contest and any subsequent appeal.
10
Section 6.2. Insurance. The Borrower shall continuously maintain or
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shall cause to be maintained insurance against such risks as are customarily
insured against by businesses similar in size and character to the Project,
paying when due all premiums with respect thereto; provided, however, that
during any Letter of Credit Period, compliance with the insurance requirements
of the Letter of Credit Agreement then in effect shall be deemed compliance with
this Section and Section 6.3.
Section 6.3. Requirements of Policies. All insurance required by Section
------------------------
6.2 shall be maintained with generally recognized responsible insurance
companies qualified to do business in the Commonwealth of Virginia and selected
by the Borrower. Such insurance may be written with deductible amounts
comparable to those on similar policies carried by other businesses of like size
and character to the Project. In each policy, other than policies of worker's
compensation insurance, the Issuer and the Trustee shall be named as insureds,
additional insureds or loss payees, as appropriate, as their interests may
appear, provided, however, that the foregoing requirement shall not be
applicable during any Letter of Credit Period.
ARTICLE VII
Damage, Destruction or Condemnation
-----------------------------------
Section 7.1. Parties to Give Notice. In case of (i) any damage to, or
----------------------
destruction of, any material part of the Project, (ii) a taking of all or any
material part of the Project or any right thereunder under the exercise of the
power of eminent domain, (iii) any loss of all or any material part of the
Project because of failure of title or (iv) the commencement of any proceedings
or negotiations which might result in such a taking or loss, the Borrower shall
give prompt notice thereof to the Issuer, the Letter of Credit Issuer, and the
Trustee, describing generally the nature and extent of such damage, destruction,
taking, loss, proceedings or negotiations.
Section 7.2. Damage and Destruction. Unless Payment of the Bonds has
----------------------
occurred or the Borrower has provided for the redemption of all of the Bonds
pursuant to an extraordinary optional redemption, in accordance with Section
401(b) of the Indenture, if all or any part of the Project is destroyed or
damaged by fire or other casualty, then the Borrower shall restore promptly the
property damaged or destroyed to substantially the same condition as before such
damage or destruction, with such alterations and additions as the Borrower may
determine and which will not impair the capacity or character of the Project for
the purpose for which it then is being used or
11
is intended to be used. Any Net Proceeds paid to the Trustee shall be deposited
in a sub-account of the Bond Fund created for this purpose. The Borrower may
apply so much as may be necessary of the Net Proceeds of insurance received on
account of any such damage or destruction to payment of the cost of such
restoration, either on completion or as the work progresses but only after
delivery to the Trustee of a certificate or certificates from the Borrower
containing such information regarding the restoration as the Trustee may
reasonably require. If such Net Proceeds are not sufficient to pay in full the
cost of such restoration, then the Borrower shall pay so much of the cost as may
be in excess of such Net Proceeds. Any balance of Net Proceeds held by the
Trustee, after payment of the cost of such restoration shall be deposited in a
separate segregated sub-account in the Bond Fund, invested in accordance with
Section 801 of the Indenture and used by the Trustee to redeem Bonds in
accordance with Section 703(a) of the Indenture.
Section 7.3. Condemnation and Loss of Title. Unless Payment of the Bonds
------------------------------
has occurred or the Borrower has provided for the redemption of all of the Bonds
pursuant to an extraordinary mandatory redemption in accordance with Section
401(b) of the Indenture, if title to, or the temporary use of, all or any part
of the Project shall be taken under the power of eminent domain or lost because
of failure of title, then the Borrower shall cause the Net Proceeds from any
such condemnation award or from title insurance to be paid over to the Trustee
to be held by it in a sub-account of the Bond Fund to be created for such
purpose and applied to the restoration of the Project to substantially its
condition before the exercise of such power of eminent domain or failure of
title but only upon delivery to the Trustee of a certificate or certificates
from the Borrower to contain such information as the Trustee and the Letter of
Credit Issuer may reasonably require. Any balance of Net Proceeds remaining
after payment of the cost of such restoration shall be deposited in a separate
segregated sub-account in the Bond Fund, invested in accordance with Section 801
of the Indenture and used by the Trustee to redeem Bonds in accordance with
Section 703(a) of the Indenture.
ARTICLE VIII
Special Covenants
-----------------
Section 8.1. Arbitrage and Rebate. The Borrower hereby covenants with,
--------------------
and certifies to, and for the benefit of, the holders of the Bonds and the
Issuer that so long as the Bonds remain Outstanding, moneys on deposit in any
fund or account established, maintained or permitted to be established or
maintained under the Indenture or under any of the Financing
12
Documents in connection with the Bonds, whether or not such moneys were derived
from the proceeds of the sale of the Bonds or from any other source, will not be
used or invested in a manner which will cause the Bonds to be classified as
"arbitrage bonds" within the meaning of Section 148(a) of the Code. The Borrower
obligates itself to comply with the requirements of Section 148 of the Code and
any regulations, whether temporary or final, promulgated thereunder or relating
thereto, including but not limited to Temporary Treasury Regulation Sections
1.103-15AT and 1.148-l through 1.148-11 (such Section 148 and such regulations
hereinafter referred to as the "Arbitrage Rules"). The Borrower agrees to cause
to be prepared, by an independent certified public accountant or other expert in
tax arbitrage matters reasonably acceptable to the Trustee, a statement or
report as to the amount of "rebatable arbitrage" with respect to the Bonds,
computed in accordance with the Arbitrage Rules (hereinafter, a "Rebate
Statement") as of the end of the fifth and tenth years after the date of
issuance of the Bonds (the "Issue Date") and to furnish the same to the Trustee
not later than the fortieth (40th) day following each fifth anniversary of the
Issue Date while any Bonds are Outstanding. If at the end of each such five year
period, funds aggregating the Rebate Amount (hereinafter defined) do not exist
in the Rebate Fund, then the Borrower shall pay to the Trustee for deposit into
the Rebate Fund within forty (40) days after the end of such five year period
the amount needed to be paid into the Rebate Fund to increase the funds therein
to an amount equal to such Rebate Fund.
The Borrower further agrees to cause to be prepared a final Rebate
Statement and to furnish the same to the Trustee not later than the fortieth
(40th) day after final payment of the Bonds has occurred. If, on the date on
which final Payment of the Bonds occurs, funds aggregating the Rebate Amount
required to be paid to the United States within 60 days following final Payment
of the Bonds, in accordance with Section 710 of the Indenture, do not exist in
the Rebate Fund, then the Borrower contemporaneously with the delivery of the
final Rebate Statement shall pay to the Trustee for deposit in the Rebate Fund
the amount needed to increase funds on deposit in the Rebate Fund to an amount
equal to such Rebate Amount. The Trustee shall retain records with regard to
each Rebate Statement, including the Final Rebate Statement, for a period of six
(6) years following Payment of the Bonds. As used in this Section, the term
"Rebate Amount" shall mean the amount of 'rebatable arbitrage' with respect to
the Bonds, as such term is defined and used in the Arbitrage Rules.
NOTHING CONTAINED HEREIN SHALL BE INTERPRETED OR CONSTRUED TO REQUIRE THE
ISSUER OR THE TRUSTEE TO CALCULATE OR TO PAY THE "REBATE AMOUNT", THE SAME BEING
THE SOLE AND EXCLUSIVE RESPONSIBILITY AND OBLIGATION OF THE BORROWER.
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Section 8.2. Use of Proceeds; Other Matters with Respect to Project,
-------------------------------------------------------
Bonds and Tax Exemption.
- -----------------------
(a) Use of Proceeds: Prohibited Uses of Project, Etc. Neither the Issuer
nor the Borrower shall cause any proceeds of the Bonds to be expended except
pursuant to this Agreement, the Indenture and Borrower's Tax Compliance
Agreement and Certificate dated as of April 1, 1996, which is incorporated
herein by reference. Unless the Borrower shall deliver to the Trustee an Opinion
of Counsel recognized on the subject of municipal bonds satisfactory to the
Trustee to the effect that such use, occupation or ownership will not be an
Event of Taxability, the Borrower shall not:
(1) permit the proceeds of any Bonds to be used in any way that would
result in less than 100% of the net proceeds of any series of Bonds being
considered as having been used to refund the prior series of Bonds,
(2) take any action or approve the Trustee's taking any action or
making any investment or use of the proceeds of any Bonds (including failure to
spend the same with due diligence) that would cause such Bonds to be "arbitrage
bonds" within the meaning of Section 148 of the Code and the regulations and
rulings thereunder then applicable to such Bonds,
(3) barring unforeseen circumstances, approve the use of the proceeds
of any Bonds or any other funds other than in accordance with its "non-
arbitrage" certificate with respect to such use given immediately prior to the
delivery of such Bonds,
(4) permit the Project to be used or occupied by the United States or
any agency or instrumentality thereof in any manner for compensation, including
any entity with statutory authority to borrow from the United States (in any
case within the meaning of Section 149(b) of the Code), or in any way cause
the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of
the Code,
(5) as long as the Bonds remain Outstanding, permit any portion of
the Project to be used for anything other than administrative offices and a
warehouse and industrial distribution facility,
(6) take any other action that would adversely affect the exemption
of interest on any Bonds from Federal income taxation.
14
Without limiting the generality of the foregoing, the Borrower shall at its
sole expense take all action required under Section 148(f) of the Code and
Treasury Regulations thereunder or any successor Treasury Regulations to prevent
the Bonds from becoming "arbitrage bonds" under such Section, including but not
limited to compliance with Section 8.1.
(b) The Borrower shall not make any change in the Project that would, at
the time made, cause the "average reasonably expected economic life" of the
components of the Project, determined pursuant to Section 147(b) of the Code, to
be less than the "average reasonably expected economic life" of such components
set forth in the certificate or letters of representation of the Borrower
delivered at the time of issuance of the Refunded Bonds, unless the Borrower
furnishes to the Trustee an Opinion of Counsel recognized on the subject of
municipal bonds satisfactory to the Trustee that such change will not be an
Event of Taxability.
(c) The Borrower shall not take or omit to take any action the taking or
omission of which will result in more than 2% of the "aggregate face amount" of
any series of Bonds being used to finance the costs of issuance of such series
of Bonds.
(d) The Borrower shall not take any action or allow any action to be taken
that will cause the "aggregate authorized face amount" of the Bonds allocated to
any "test-period beneficiary", as defined in Section 144(a)(10) of the Code,
when increased by such obligations as provided in Section 144(a)(10) of the
Code, to exceed $40,000,000 without providing to the Trustee an Opinion of
Counsel recognized on the subject of municipal bonds satisfactory to the Trustee
stating that such shall not be an Event of Taxability.
(e) The Borrower shall take all action necessary to ensure that interest
on the Bonds is not included in gross income for Federal income tax purposes.
Section 8.3. Indemnification by Borrower. The Borrower, at all times,
---------------------------
shall protect, indemnify and save harmless the Issuer and the Trustee (the
"Indemnitee") from and against all liabilities, obligations, claims, damages,
penalties, fines, losses, costs and expenses (including, without limitation,
reasonable attorneys' fees) for all acts or failure to act in connection with
the Project and the issuance of the Bonds.
The foregoing indemnity shall be effective only as and to the benefits of
this Section shall not inure to any person other than the Indemnitee and its
successors. Nothing contained herein shall require the Borrower to indemnify
the Indemnitee for any
15
claim or liability resulting from their gross negligence or willful, wrongful
act or willful, wrongful misconduct.
If any action, suit or proceeding is brought against any Indemnitee for any
loss or damage for which the Borrower is required to provide indemnification
under this Section, the Borrower, upon request, at its expense shall defend such
action, suit or proceeding, or cause the same to be defended by counsel
designated by the Borrower and approved by the Indemnitee against which it is
brought, and such approval shall not be withheld unreasonably, provided that
such approval shall not be required in the case of defense by counsel designated
by an insurance company undertaking such defense pursuant to any applicable
policy of insurance. The obligations of the Borrower under this Section shall
survive Payment of the Bonds.
All references in this Section to the Indemnitee shall include their
directors, officers, employees and agents and their respective successors.
Section 8.4. Payment of Expenses. The Borrower covenants to pay, within
-------------------
thirty (30) days after receiving written demand therefor, an amount sufficient
to pay the following costs and expenses, including reasonable counsel fees,
incurred by the Issuer or the Trustee as a result of actions taken pursuant to
the financing contemplated by this Agreement, which are not paid from the
proceeds of the Bonds:
(a) All reasonable fees and expenses of the Issuer and its counsel, the
Remarketing Agent and its counsel, the Trustee and its counsel, and Bond
Counsel, and all reasonable other costs, fees and expenses incident to this
financing of the Project;
(b) All reasonable costs, fees and expenses of surveyors, engineers,
architects, appraisers and accountants employed to make examinations or reports
or to render opinions required by the Bond Documents;
(c) All reasonable fees and other costs payable to the Trustee for
services or indemnity under the Indenture;
(d) All costs incurred in connection with the redemption or purchase of
the Bonds;
(e) The reasonable fees and other costs, not otherwise paid under this
Agreement, incurred by the Issuer by reason of: (i) its ownership,
administration, or financing of the Project; (ii) the purchase and sale of the
Bonds; or (iii) in connection with its administration and enforcement of and
compliance with this Agreement;
16
(f) All amounts which are advanced by the Issuer or the Trustee under the
authority of this Agreement or the Indenture for the benefit of the Borrower;
(g) The Issuer's reasonable expenses, including the reasonable fees and
expenses of its counsel, directly related to the Project or the Bonds and also
those costs and expenses not directly related to the Project but attributable to
the Issuer's financing including, but not limited to, a reasonable share of the
cost of any audit of the funds of the Issuer, and all other amounts which the
Borrower agrees to pay under the terms of this Agreement;
(h) All costs of collection, including reasonable attorneys' fees,
incurred by the Issuer or the Trustee in connection with obtaining payment of
the Bonds or payment of any other amounts or performance by the Borrower under
the Bond Documents; and
(i) Any other payments required to be made pursuant to the Bond Documents.
Payments pursuant to this Section shall be made by the Borrower directly to
the persons, firms or governmental agencies entitled to such payments, or, at
the direction of the Issuer or the Trustee, to the Issuer or the Trustee as
reimbursement therefor.
Section 8.5. Approval of Indenture. The Borrower approves the terms and
---------------------
conditions of the Indenture and agrees to perform all obligations to be
performed by it under the Indenture.
Section 8.6. Notice of Act of Bankruptcy. The Borrower agrees promptly
---------------------------
to notify the Issuer, the Trustee and, during the Letter of Credit Period, the
Letter of Credit Issuer of the occurrence of an Act of Bankruptcy with respect
to it or if it becomes aware of an Act of Bankruptcy with respect to the Issuer.
ARTICLE IX
Events of Default and Remedies
------------------------------
Section 9.1. Event of Default Defined. Each of the following events,
------------------------
upon its occurrence and the expiration of the applicable grace period, is hereby
declared an Event of Default:
(a) Failure of the Borrower to make any payment under Section 4.1 when the
same becomes due and payable;
17
(b) Failure of the Borrower to observe or perform any of its other
covenants, conditions or agreements hereunder for a period of thirty (30) days
after notice specifying such failure and requesting that it be remedied, given
by the Issuer, the Trustee or the Letter of Credit Issuer, if any, to the
Borrower; provided, however, that in the instance of any default which by its
nature can be cured but is not susceptible of being cured within such thirty
(30) day period, then it shall not constitute an Event of Default if the
Borrower commences the cure within such thirty (30) day period and thereafter
prosecutes the same with due diligence to conclusion, provided that Borrower
shall submit periodic documentation or evidence reasonably satisfactory to the
Trustee or the Letter of Credit Issuer of its efforts to cure and in no event
shall the cure period hereunder exceed sixty (60) days;
(c) The occurrence of an Act of Bankruptcy;
(d) An Event of Default under the Indenture; or
(e) If during the Letter of Credit Period, receipt by the Issuer and the
Trustee of written notice from the Letter of Credit Issuer stating that an Event
of Default has occurred under the Letter of Credit Agreement and demanding that
the Bonds be declared immediately due and payable.
Section 9.2. Remedies on Default. (a) Whenever an Event of Default has
-------------------
happened and is continuing, (i) if the Event of Default is that which is set out
in Section 9.1(a) and there has occurred and is continuing an Event of Default
under Section 1001(a) or (b) of the Indenture, or (ii) if the Event of Default
is that set forth in Section 9.1(c) or Section 9.1(e), then, and in any such
instance the Issuer, or the Trustee as assignee of the Issuer, shall; or (b)
whenever an Event of Default has happened and is continuing under Section 9.1(b)
or (d) then and in any such event, the Issuer or the Trustee may (shall, if
requested by the registered owners of not less than twenty-five percent (25%) in
aggregate principal amount of the Bonds then Outstanding):
(a) Declare all payments hereunder to be immediately due and payable in
the amount sufficient to pay all the principal of and interest on, and all other
amounts payable under the terms of the Bonds, whereupon the same shall become
immediately due and payable without notice or demand of any kind;
(b) Take whatever action at law or in equity as may appear necessary or
desirable to collect the amounts then due and thereafter to become due or to
enforce observance, or performance
18
of any covenants, conditions or agreements of the Borrower in this Agreement or
any of the Bond Documents;
(c) Exercise any remedy afforded a secured party under the UCC then in
effect, to the extent that property subject to this Agreement or any other Bond
Document is property subject to the UCC;
(d) Exercise any remedy provided in the Bond Documents; or
(e) Draw upon the Letter of Credit.
The Issuer or the Trustee shall give notice to the Borrower, the
Remarketing Agent and the Letter of Credit Issuer of the exercise of any of the
rights or remedies under this Section.
Any balance of the moneys collected pursuant to action taken under this
Section remaining after payment of all costs and expenses of collection and
amounts due hereunder shall be used for the payment of the Bonds; provided that
after Payment of the Bonds any such balance shall be paid to the Borrower or to
the Letter of Credit Issuer, if at the time the Letter of Credit Issuer is
entitled to the benefits of the Indenture inasmuch as it has been subrogated to
the rights of the Trustee thereunder.
Section 9.3. No Remedy Exclusive. No remedy herein conferred upon or
-------------------
reserved to the Issuer or the Trustee is intended to be exclusive of any other
remedy, and every remedy shall be cumulative and in addition to every other
remedy herein or now or hereafter existing at law, in equity or by statute. No
delay or failure to exercise any right or power accruing upon an Event of
Default shall impair any such right or power or shall be construed to be a
waiver thereof, and any such right or power may be exercised from time to time
and as often as may be deemed expedient.
Section 9.4. Attorneys' Fees and other Expenses. The Borrower shall on
----------------------------------
demand pay to the Issuer and the Trustee the reasonable fees of attorneys and
other reasonable expenses incurred by any of them in the collection of payments
hereunder or the enforcement of any other obligations of the Borrower upon an
Event of Default.
Section 9.5. No Additional Waiver Implied by One Waiver. If either party
------------------------------------------
or its assignee waives a default by the other party under any covenant,
condition or agreement herein, such waiver shall be limited to the particular
breach hereunder.
19
ARTICLE X
Miscellaneous
-------------
Section 10.1. Successors and Assigns. This Agreement shall be binding
----------------------
upon, inure to the benefit of, and be enforceable by the parties and their
respective successors and assigns. No assignment by the Borrower shall relieve
it of its obligations under this Agreement.
Section 10.2. Amendments. This Agreement may not be amended except by an
----------
instrument in writing signed by the parties and consented to by the Trustee
pursuant to Article XIII of the Indenture. The Borrower agrees that no amendment
to any of the Bond Documents shall be effective without the prior written
consent of the Trustee in accordance with the terms of the Indenture and, during
the Letter of Credit Period, the Letter of Credit Issuer.
Section 10.3. Exculpation of Issuer. Notwithstanding anything in the
---------------------
Bonds or the Bond Documents to the contrary, the obligations of the Issuer are
not general obligations of the Issuer, but are limited obligations payable
solely from the Revenues which are specifically pledged for such purpose.
Neither the Bonds nor the Bond Documents shall be deemed to create or constitute
a debt or a pledge of the faith and credit of the Commonwealth or any political
subdivision thereof, including the Municipality, and the Issuer. Neither the
Commonwealth nor any political subdivision thereof, including the Municipality,
and the Issuer is obligated to pay the Bonds or the redemption price or purchase
price thereof or the interest or premium, if any, thereon or other costs
incident thereto except from the special funds pledged therefor and the property
pledged or mortgaged therefor. No present or future director, member, officer,
employee or agent of the Issuer shall be liable personally in respect of this
Agreement or for any other action taken by such individual pursuant to or in
connection with the financing provided for in this Agreement. The Issuer shall
be protected in acting upon any notice, request, requisition, consent,
certificate or other writing reasonably believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons.
Section 10.4. Applicable Law. This Agreement shall be governed by the
--------------
applicable laws of the Commonwealth.
Section 10.5. Severability. If any clause, provision or section of this
------------
Agreement shall be held illegal or invalid by any court, the illegality or
invalidity of such clause, provision or section shall not affect the remainder
of this Agreement which
20
shall be construed and enforced as if such illegal or invalid clause, provision
or section had not been contained in this Agreement. If any agreement or
obligation contained in this Agreement is held to be in violation of law, then
such agreement or obligation shall be deemed to be the agreement or obligation
of the Issuer and the Borrower, as the case may be, only to the extent permitted
by law.
Section 10.6. Notices. Unless otherwise provided for herein, all
-------
demands, notices, approvals, consents, requests, opinions, and other
communications hereunder shall be in writing and shall be deemed to have been
given if given in accordance with the provisions of Section 1405 of the
Indenture.
Section 10.7. Agreements to Survive. The representations, warranties,
---------------------
covenants, terms and agreements contained in this Agreement shall survive the
execution and delivery of the Bonds and the Bond Documents.
Section 10.8. Right to Cure Default. If the Borrower shall fail to make
---------------------
any payment or to perform any act required of it under the Bonds or the Bond
Documents, the Issuer, the Letter of Credit Issuer, or the Trustee, without
prior notice to or demand upon the Borrower and without waiving or releasing any
obligation or default, may (but shall be under no obligation to) make such
payment or perform such act. All amounts so paid by the Issuer, the Letter of
Credit Issuer or the Trustee and all costs, fees and expenses, including but not
limited to attorneys' fees, so incurred shall be secured by the Letter of Credit
and shall be payable by the Borrower to the party making the payment or
incurring the cost, fee or expense as an additional obligation under the Bond
Documents, together with interest thereon at a per annum rate equal to the
Reimbursement Rate as defined in the Letter of Credit Agreement until paid. The
Borrower's obligation under this Section shall survive Payment of the Bonds.
Section 10.9. No Joint Venture. Nothing in this Agreement shall be
----------------
construed as making any party a partner or joint venturer with any other party.
21
Section 10.10. Headings. The headings of the several articles and
--------
sections of this Agreement are inserted for convenience only and do not comprise
a part of this Agreement.
Section 10.11. Term of Agreement. This Agreement shall be effective upon
-----------------
its execution and delivery, provided that the Bonds and the other Bond Documents
previously or simultaneously have been executed and delivered. Except as
otherwise specified, the Borrower's obligations under the Bonds and the Bond
Documents shall expire upon Payment of the Bonds and all other amounts payable
by the Borrower under the Bond Documents.
Section 10.12. Counterparts. This Agreement may be executed in several
------------
counterparts, each of which shall be an original and all of which together shall
constitute but one and the same instrument, except that to the extent, if any,
that this Agreement shall constitute personal property under the UCC, no
security interest in this Agreement may be created or perfected through the
transfer or possession of any counterpart other than an original counterpart,
which shall be the counterpart containing the receipt therefor, executed by the
Trustee following the signatures to this Agreement.
Section 10.13. Trustee as Third Party Beneficiary. The rights of the
----------------------------------
Issuer under this Agreement (except for certain rights to payment of expenses
and indemnification contained in Section 8.3 and 8.4) are to be assigned to the
Trustee. The Borrower consents to such assignment and agrees that the Trustee
shall be entitled to enforce this Agreement directly against the Borrower as a
third party beneficiary hereof.
WITNESS the following signatures, as of the day and in the month and year
first above written.
FAIRFAX COUNTY ECONOMIC DEVELOPMENT
AUTHORITY
By:_____________________________________
Title: Patricia M. Woolsey, Chairman
FORMAN DEVELOPMENT ASSOCIATES LIMITED
PARTNERSHIP, a Virginia limited
partnership
By:_____________________________________
Title: Barry P. Forman, General Partner
22
RECEIPT
Receipt of the foregoing original counterpart of the Loan Agreement, dated
as of April 1, 1996, between the Fairfax County Economic Development Authority
and Forman Development Associates Limited Partnership, a Virginia limited
partnership, is hereby acknowledged.
THE FIRST NATIONAL BANK OF MARYLAND, as Trustee
____________, 1996 By:_____________________________________
Its Authorized Officer
23
CLIENT/MATTER NAME: FORMAN BOND DEAL/???
CLIENT/MATTER NUMBER: 00260/009
FILENAME: J:\DATA\CLIENT\00\00260\LOAN.AGT
ATTORNEY: L. HUGHES
DOCUMENT TITLE: AGREEMENT OF SALE
FILE SERVER: FX2
PLEASE KEEP THIS SHEET WITH THE DOCUMENT FOR ALL FURTHER REVISIONS.
THANK YOU.
REVISION INFORMATION: 02/22/96 03:44PM FX2 CDLUC
02/22/96 03:44PM FX2 CDLUC
02/23/96 12:47 Fair PCM
02/28/96 14:37 Fair PCM
03/13/96 08:51PM FX2 CASTR
03/14/96 14:46 Fair cdl
03/19/96 08:51 Fair PCM
04/22/96 Fair CJTAELMAN
24