AGREEMENT
AGREEMENT, dated as of May 11, 1994, by and between Container Corporation
of America, a Delaware corporation having an office at Jefferson Smurfit Center,
8182 Maryland Avenue, St. Louis, Missouri 63105 ("CCA"), Smurfit Paperboard,
Inc., a Delaware corporation having an office at Jefferson Smurfit Centre, 8182
Maryland Avenue, St. Louis, Missouri 63105 ("SPI"), Smurfit International B.V.,
a Netherlands corporation having its legal seat at Amsterdam and an office at
Strawinskylaan 2001, 1077 ZZ Amsterdam, The Netherlands ("SIBV"), Bankers Trust
Company, a New York banking corporation having an office at 130 Liberty Street,
New York, New York 10006 ("Bankers Trust"), as collateral trustee (in such
capacity, the "Collateral Trustee") for the 1989 Secured Parties (as hereinafter
defined), and Chemical Bank, a New York banking corporation having an office at
10 South LaSalle Street, Chicago, Illinois 60603-1907 ("Chemical"), as
collateral agent (in such capacity, the "Collateral Agent") for the 1994 Secured
Parties (as hereinafter defined).
WITNESSETH:
A. CCA and SPI have entered into an Operating Agreement, dated as of April
30, 1992 (the "Operating Agreement"), pursuant to which CCA provides certain
services to SPI with respect to the SPI Assets (as defined therein), including
the No. 2 linerboard machine located at CCA's paperboard mill in Fernandina
Beach, Florida (the "Mill").
B. CCA, SPI and the Collateral Trustee have entered into a Rights
Agreement, dated as of April 30, 1992 (the "Rights Agreement"), with respect to
the Mill and the SPI Assets. As security for the performance by SPI of its
obligations under the Rights Agreement, SPI and the Collateral Trustee have
entered into a Security Agreement, dated as of April 30, 1992 (the "SPI Security
Agreement").
C. In connection with the foregoing transactions, SIBV has entered into a
letter agreement, dated as of April 30, 1992 (the "SIBV Guarantee" and, together
with the Operating Agreement, the Rights Agreement and the SPI Security
Agreement, the "Fernandina Agreements"), in favor of the Collateral Trustee.
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D. On or about the date hereof, a series of transactions are being effected
which include, among other things, the following (the agreements referred to in
clauses (i), (iii) and (iv) below being dated as of the date hereof): (i) CCA,
Jefferson Smurfit Corporation, a Delaware corporation formerly named SIBV/MS
Holdings, Inc. ("JSC"), and Jefferson Smurfit Corporation (U.S.), a Delaware
corporation formerly named Jefferson Smurfit Corporation (together with CCA, the
"Borrowers"), are entering into a Credit Agreement (as it may be amended or
restated from time to time, the "1994 Credit Agreement") with the Collateral
Agent and the lenders, agents and fronting banks named therein (the "1994
Secured Parties"),(ii) borrowing under the 1994 Credit Agreement and certain
other funds are being used to refinance (the "Refinancing"), among other
indebtedness, all indebtedness outstanding under (x) the Second Amended and
Restated Credit Agreement, dated as of November 9, 1989, as amended, among JSC,
the Borrowers, the lenders named therein, Bankers Trust as agent and Chemical
and Bank of America National Trust and Savings Association as co-agents and (y)
the Amended and Restated Note Purchase Agreement, dated as of December 14, 1989,
as amended, among the Borrowers and the purchasers of the senior secured notes
issued thereunder (the lenders referred to in clause (x) and the purchasers
referred to in clause (y), collectively, the "1989 Secured Parties"), (iii) CCA,
as mortgagor, and the Collateral Agent, are entering into a Term Loan and
Revolving Credit Mortgage, Assignment of Rents, Security Agreement and Fixture
Filing (as it may be amended from time to time, the "1994 CCA Mortgage") with
respect to the Mill and (iv) CCA and certain of its affiliates, as grantors, and
the Collateral Agent, are entering into a Security Agreement (as it may be
amended from time to time, the "1994 Security Agreement") with respect to
certain collateral, including all of CCA's rights in and to the Operating
Agreement and the Rights Agreement.
E. In connection with the actions referred to in paragraph D above, (i) the
parties to the Fernandina Agreements desire to amend the Fernandina Agreements
in certain respects and (ii) the Collateral Trustee desires to assign to the
Collateral Agent all of its rights, and the Collateral Agent desires to assume
all of the Collateral Trustee's obligations, under the Fernandina Agreements as
so amended, upon the terms and subject to the conditions set forth herein.
Accordingly, the parties hereto agree as follows:
1. Effectiveness. This Agreement shall be deemed to take effect immediately
prior to the Refinancing.
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2. General Provisions.
(a) Any reference in any of the Fernandina Agreements to the Rights
Agreement or to any other Fernandina Agreement shall be deemed to refer to the
applicable Fernandina Agreement as amended and, with respect to the rights and
obligations of the Collateral Trustee, assigned hereby.
(b) When used in the Fernandina Agreements, the term "Collateral
Trustee" shall be deemed to refer to the Collateral Agent as the Collateral
Trustee's assignee. Any reference in any of The Fernandina Agreements to any of
the 1989 Secured Parties shall be deemed to refer to the 1994 Secured Parties.
(c) The notice provision in each of the Operating Agreement, Rights
Agreement and the SPI Security Agreement is hereby amended by deleting the
information with respect to Bankers Trust and Cahill Gordon & Reindel and
inserting the following in its place:
"Chemical Bank, as Collateral Agent
10 South LaSalle Street
23rd Floor
Chicago, IL 60603-1907
Attention: Jonathan E. Twichell
with a copy to:
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019-7475
Attention: C. Allen Parker"
(d) SPI's address in the notice provision in each of the Operating
Agreement, Rights Agreement and SPI Security Agreement is hereby amended to read
as follows:
"Smurfit Paperboard, Inc.
c/o Smurfit Packing Corporation
Jefferson Smurfit Centre
8182 Maryland Avenue
St. Louis, Missouri 63105
Attention: James B. Malloy"
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3. Other Amendments to Operating Agreement.
(a) Section 5.01 of the Operating Agreement is hereby amended by
deleting the term "Organization Agreement" and inserting the following in its
place: "Stockholders Agreement, dated as of May 3, 1994, by and among Smurfit
International B.V., a Netherlands corporation, The Morgan Stanley Leveraged
Equity Fund II, L.P., a Delaware limited partnership, Jefferson Smurfit
Corporation, a Delaware corporation formerly named SIBV/MS Holdings, Inc., and
the other parties thereto (as it may be amended from time to time)."
(b) The last sentence of Section 5.05 of the Operating Agreement is
herby amended by (i) deleting the term "Class B" immediately prior to the word
"Directors" and (ii) deleting the phrase", the Credit Agreement or the note
Purchase Agreement" and inserting the following in its place: "or the Credit
Agreement, dated as of May 11, 1994, among Jefferson Smurfit Corporation, a
Delaware corporation formerly named SIBV/MS Holdings, Inc., Jefferson Smurfit
Corporation (U.S.), a Delaware corporation formerly named Jefferson Smurfit
Corporation, CCA and the lenders and other parties thereto (as it may be amended
or restated from time to time)."
(c) Section 7.04 of the Operating Agreement, and the penultimate
sentence of Section 8.08 of the Operating Agreement, are each hereby amended to
insert the following phrase immediately after the term "Organization Agreement":
"(as though such agreement were still in effect)".
4. Other Amendments to Rights Agreement.
(a) Each reference in the Rights Agreement (i) to the "CCA Mortgage",
shall be deemed to refer to the 1994 CCA Mortgage, (ii) to the "CCA Security
Agreement", shall be deemed to refer to the 1994 Security Agreement, (iii) to
the "Credit Agreement", shall be deemed to refer to the 1994 Credit Agreement
and (iv) to the "Agents", shall be deemed to refer to Chemical as administrative
agent under the 1994 Credit Agreement.
(b) The fourth sentence of Section 1.2 of the Rights Agreement is hereby
amended and restated in its entirety, and a new sentence is inserted immediately
thereafter, to read as follows:
"Contemporaneously with the delivery of the Option Notice, SPI
shall pay to the Collateral Trustee for deposit in a segregated,
interest-bearing escrow account
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to be maintained by Collateral Trustee on terms reasonably
satisfactory to SPI (the "Collateral Account"), $1,000,000 in cash,
representing a downpayment (the "Downpayment") for the purchase of
the Mill. Without limiting the generality of the foregoing, the
Escrow Account shall (i) under no circumstances be commingled with
any funds of Collateral Trustee or any other person; (ii) be
maintained at the expense of CCA; (iii) be subject to instructions
requiring that the funds on deposit therein be disbursed in
accordance with (and only in accordance with) the terms of this
Agreement; and (iv) be subject to a lien in favor of SPI to the
extent of SPI's interest therein."
(c) Section 1.6 of the Rights Agreement is hereby amended by deleting
the name "Cahill Gordon & Reindel" and inserting the following in its place:
"Cravath, Swaine & Moore".
(d) Section 1.8 of the Rights Agreement is hereby amended by deleting
the term "Eurodollar Rate" and inserting the following in its place: "LIBO
Rate".
(e) The first sentence of Section 3.4 of the Rights Amendment is hereby
amended by deleting from the end thereof the words "as provided in the
Collateral Trust Agreement" and substituting therefor the word "thereon".
(f) Section 3.5 of the Rights Agreement is hereby amended by deleting
from the thirtieth and thirty-first lines thereof the words "as provided in the
Collateral Trust Agreement" and substituting therefor the word "thereon".
(g) Section 3.6 of the Rights Agreement is hereby amended and restated
in its entirety to read as follows:
"3.6 Proceeds of Transfer of Mill and/or SPI Property to
Collateral Trustee or Secured Party. In the event that all of the
Mill and the SPI Property is Transferred to Collateral Trustee or
any Secured Party (or any agent or nominee of Collateral Trustee or
any Secured Party) pursuant to the exercise by Collateral Trustee
of its rights or remedies under the CCA Mortgage, the CCA Security
Agreement, the SPI Security
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Agreement and/or this Agreement, Collateral Trustee shall (a)
promptly upon the receipt thereof, deposit the aggregate proceeds
of such Transfer less reasonable costs and expenses payable by
Collateral Trustee in connection with any such Transfer in the
Collateral Account (it being understood that the portion of the
Transfer proceeds described in the following clause (b) shall be
held for the sole benefit of SPI), and (b) promptly upon the
determination of the Sale Value, in accordance with the provisions
of this subsection and Section 5, pay to SPI an amount equal to the
Sale Value, together with SPI's pro rara portion of any investment
earnings that may have accrued thereon; provided, however, that the
SPI Property shall not also be Transferred with the Mill pursuant
to this subsection 3.6 unless at the time of such Transfer, SPI
receives adequate security that it shall be paid, in respect of
such Transfer, the Sale Value (together with any interest earnings
thereon). Notwithstanding anything herein to the contrary, in the
event that all or any portion of the Mill (but not the SPI
Property) is Transferred to Collateral Trustee or any Secured Party
(or any agent or nominee of Collateral Trustee or any Secured
Party) pursuant to the exercise by Collateral Trustee of its rights
or remedies under the CCA Mortgage and/or the CCA Security
Agreement, then (a) Collateral Trustee shall deliver, or cause to
be delivered, to SPI simultaneously with such Transfer a quit claim
deed, in substantially the form of the Realty Deed, with respect to
the Realty Improvements, if any (whereupon the term "SPI Property"
shall be deemed to include the Realty Improvements, if any), and (b)
all provisions of this Agreement with respect to the SPI Property
(including, without limitation, subsections 3.2 and 3.4) shall
thereafter continue in full force and effect. To the extent possible, the
reconveyance of any such Realty Improvements shall be treated as a
rescission of the original conveyance from SPI to CCA."
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(h) Section 5.3 of the Rights Agreement is hereby amended and restated
in its entirety to read as follows:
"5.3. Assumptions Applicable to Other Transfers Under Section
3. In the event there has been any Transfer of the character
specified in subsection 3.5, the Appraisers (taking into account
the Appraisal Assumptions and the standards set forth in subsection
5.2 to the extent appropriate) shall determine the respective
values of all the property so Transferred and the Realty
Improvements, if any, so Transferred (it being understood that to
the extent that the Realty Improvements, if any, are comprised of
Mill Improvements, the value thereof shall be deemed to be the
depreciated book value (but not the depreciated value for tax
purposes) of the Mill Improvements so Transferred). Each value
referred to in this subsection 5.3 and each value referred to in
subsection 5.2 with respect to any Transfer covered thereby, shall
be an `Appraised Value.'"
(i) Section 6.1(d) of the Rights Agreement is hereby amended and
restated in its entirety to read as follows;
"(d) By acceptance of the benefits provided under the
Agreement, SPI acknowledges that Chemical Bank is acting as a
lender and agent under the Credit Agreement, and SPI agrees that
Chemical Bank (or any successor in its capacity as lender or agent)
may perform all its obligations and take any action hereunder as
though it were not a lender and agent under the Credit Agreement."
(j) Section 6.3(a) of the Rights Agreement is hereby amended by deleting
from the second and third lines thereof the words "or of any of the trusts
created by the Collateral Trustee Agreement".
(k) The first sentence of Section 6.3(b) of the Rights Agreement is
hereby amended by deleting from the eighth line thereof the words "Trust Estate"
and substituting therefor the words "Collateral Account".
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(l) Section 6.3(c) of the Rights Agreement is hereby amended by deleting
from the penultimate and last lines thereof the words ", the Collateral Trust
Agreement".
(m) Section 6.4 of the Rights Agreement is hereby amended and restated
in its entirety to read as follows:
"6.4 Limitations on Duties of Collateral Trustee. Except as
herein otherwise expressly provided, neither Collateral Trustee nor
the Agents shall be under any obligation to take any action which
Collateral Trustee or the Agents shall have the right to take or
forbear from taking in their discretion under the provisions hereof
or of any Security Document (as defined in the Credit Agreement).
(n) Section 6.5 of the Rights Agreement is hereby amended by (i)
deleting from the fourth line thereof the words "and the Collateral Trust
Agreement" and (ii) deleting from the last line thereof the words "and therein".
(o) Section 6.6 of the Rights Agreement is hereby deleted in its
entirety and the words "[Intentionally Omitted]" substituted therefor.
(p) Section 6.7 of the Rights Agreement is hereby amended by (i)
inserting in the third line thereof, the words "and subsection 8.1" immediately
after the words "subsection 3.10" and (ii) deleting from the fourth and fifth
lines therrof the words "trust created by the Collateral Trust Agreement" and
substituting therefor the words "Collateral Account".
(q) Section 8.1 of the Rights Agreement is hereby amended and restated
in it entirety to read as follows:
"8.1 Certain Damages. In the event of a breach of this
Agreement by Collateral Trustee, SPI agrees that it shall not have
and hereby waives any right to seek specific performance and that
it shall be entitled only to money damages in respect of any such
breach; provided, however, that in no event shall the amount of
such money damages exceed the sum of (i) the funds (if any) then on
deposit in the Collateral Account plus (ii) the aggregate proceeds
(other than
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those referred to in clause (i) realized by Collateral Trustee on
behalf of the Secured Parties pursuant to the exercise of its
remedies under or with respect to the Security Documents (as
defined in the Credit Agreement), plus (iii) in each such case, any
investment earnings that may have accrued thereon."
(r) Section 8.2 of the Rights Agreement is hereby amended and restated
in its entirety to read as follows:
"8.2 Time Periods. At the request of SPI, Collateral Trustee
(acting at the direction of the Required Lenders (as defined in the
Credit Agreement)) shall be entitled to extend any time periods set
forth in this Agreement for delivery of any item or the performance
of any condition required under this Agreement."
(s) Section 8.13 of the Rights Agreement is hereby amended by deleting
from the seventh and eighth lines thereof the words "Collateral Trust Agreement"
and substituting therefor the words "Credit Agreement".
5. Other Amendments to SPI Security Agreement.
(a) Section 1.2 of the SPI Security Agreement is hereby amended by (i)
deleting the comma in the eighth line thereof and substituting the word "and"
therefor and (ii) deleting from the eighth and ninth lines thereof the words
"and the Collateral Trust Agreement".
(b) Section 3.4 of the SPI Security Agreement is hereby amended by (i)
deleting from the fourth line thereof the words "and Collateral Trust Agreement"
and (ii) deleting from the seventh and eighth lines thereof the words "and in
Sections 3.3 and 4.1 of the "Collateral Trust Agreement."
6. Assignment and Assumption.
(a) The Collateral Trustee hereby assigns to the Collateral Agent all of
the Collateral Trustee's rights in and under the Fernandina Agreements as
amended hereby. The Collateral Trustee hereby assigns to the Collateral Agent,
and the Collateral Agent hereby assumes all liability with respect to and agrees
to be solely responsible for, the Collateral Trustee's respective obligations to
be performed or observed under each of the Fernandina Agreements as amended
hereby and
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each of SPI, SIBV and CCA hereby releases Bankers Trust, individually and as
Collateral Trustee, from all such obligations.
(b) The Collateral Agent covenants and agrees that it will duly perform
and observe all obligations assumed by it hereunder. In the event that the
Collateral Agent shall fail to perform or observe any of the obligations assumed
by it hereunder, SPI or, in the case of the SIBV Guarantee, SIBV, may proceed
directly against the Collateral Agent for the enforcement thereof.
(c) SPI and CCA, in the case of the Fernandina Agreements other than the
SIBV Guarantee, hereby consent to the aforementioned assignment and assumption
and agree to perform the Fernandina Agreements to which they are parties for the
benefit of the Collateral Agent and the 1994 Secured Parties. SIBV, in the case
of the SIBV Guarantee, hereby (i) consents to the aforementioned assignment and
assumption, (ii) to the extent necessary under applicable law, confirms and
repeats its obligations thereunder as if the SIBV Guarantee were repeated and
incorporated herein verbatim as amended by the provisions of Section 2 hereof
and expressly addressed to the Collateral Agent, and (iii) agrees to perform the
SIBV Guarantee as so amended for the benefit of the Collateral Agent and the
1994 Secured Parties.
7. Miscellaneous.
(a) All filings and recordings reasonably requested by the Collateral
Agent with respect to this Agreement and the Fernandina Agreements will be made
promptly following the date hereof. It is intended that this Agreement be
recorded in the land records of Nassau County, Florida and recorded or filed in
all other places necessary to perfect or confirm the rights herein conferred
upon the parties hereto.
(b) Except as expressly set forth herein, this Agreement shall not, by
implication or otherwise, limit, constitute a waiver of or otherwise affect the
rights and remedies of the Collateral Agent or the other parties to the
Fernandina Agreements, nor shall this Agreement alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements
contained therein, and each of the Fernandina Agreements shall continue in full
force and effect in accordance with the provisions thereof.
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(c) This Agreement may be executed in individual counterparts, each of
which shall constitute an original and all of which taken together shall
constitute one and the same instrument.
(d) THE PROVISIONS OF THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES THEREOF.
(e) This Agreement may be modified only by an agreement in writing
signed by the parties hereto or their respective successors in interest.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be duly executed as of the date first written above.
Signed, sealed and delivered CONTAINER CORPORATION OF
in the presence of: AMERICA, a Delaware corporation
/s/ Richard P. Marra By: /s/ Patrick J. Moore
- --------------------------------- ----------------------------------
Name: Richard P. Marra Name: Patrick J. Moore
Title: Vice President
/s/ Michael E. Tierney
- ---------------------------------
Name: Michael E. Tierney (CORPORATE SEAL)
Signed, sealed and delivered SMURFIT PAPERBOARD, INC.,
in the presence of: a Delaware corporation
By:
- --------------------------------- ----------------------------------
Name: Name:
Title:
- ---------------------------------
Name: (CORPORATE SEAL)
STATE OF ____________ )
COUNTY OF ___________ )
The foregoing instrument was acknowledged before me the 11 day of May,
1994, by Patrick J. Moore, the VP of CONTAINER CORPORATION OF AMERICA, a
Delaware corporation, on behalf of the corporation. He/she is personally known
to me or has produced Drivers Licence as identification.
/s/ Christini Egan
----------------------------------
Name:
Title:
Serial No.
STATE OF ____________ )
COUNTY OF ___________ )
The foregoing instrument was acknowledged before me the __ day of ________,
1994, by ____________________, the __________ of SMURFIT PAPERBOARD, INC., a
Delaware corporation, on behalf of the corporation. He/she is personally known
to me or has produced _______________ as identification.
----------------------------------
Name:
Title:
Serial No.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be duly executed as of the date first written above.
Signed, sealed and delivered CONTAINER CORPORATION OF
in the presence of: AMERICA, a Delaware corporation
By:
- --------------------------------- ----------------------------------
Name: Name:
Title:
- ---------------------------------
Name: (CORPORATE SEAL)
Signed, sealed and delivered SMURFIT PAPERBOARD, INC.,
in the presence of: a Delaware corporation
/s/ Mary Duda By: /s/ James B. Malloy
- --------------------------------- ----------------------------------
Name: Mary Duda Name: James B. Malloy
Title: Chairman and President
/s/ Michael E. Tierney
- ---------------------------------
Name: Michael E. Tierney (CORPORATE SEAL)
Signed and delivered SMURFIT INTERNATIONAL B.V.,
in the presence of: a Netherlands corporation
/s/ Illegible /s/ Rokin Corporate Services B.V.
- ---------------------------------- -----------------------------------
Name: Illegible Name: M. de Boer, N. Scholtens
Title: Directors
/s/ S. Plat
- ----------------------------------
Name: S. Plat
Seen for legalisation by me, Hajo Bart Hendrik Kraak, civil law notary,
officiating in Amsterdam, of the signatures of Messrs. Muus de Boer and Nicolaas
Scholtens, personally known to me, who are jointly authorized to sign for and on
behalf of Rokin Corporate Services B.V., with registered seat in Amsterdam,
being a managing director of Smurfit International B.V. ("the Company"),
Strawinskylaan 2001, 1077 ZZ Amsterdam, the Netherlands, and as such authorized
to sign for and on behalf of the Company.
Amsterdam, May 6, 1994
[NOTARY SEAL]
STATE OF ____________ )
COUNTY OF ___________ )
The foregoing instrument was acknowledged before me the __ day of ________,
1994, by ________________, the _________ of CONTAINER CORPORATION OF AMERICA, a
Delaware corporation, on behalf of the corporation. He/she is personally known
to me or has produced _______________ as identification.
----------------------------------
Name:
Title:
Serial No.
STATE OF Missouri )
COUNTY OF St. Louis )
The foregoing instrument was acknowledged before me the 9th day of May,
1994, by James B. Malloy, the Chmn. & Pres. of SMURFIT PAPERBOARD, INC., a
Delaware corporation, on behalf of the corporation. He/she is personally known
to me or has produced _______________ as identification.
/s/ Jacqueline C. Brockelmeyer
----------------------------------
Name: Jacqueline C. Brockelmeyer
Title: Notary
[NOTARY SEAL]
Signed, sealed and delivered BANKERS TRUST COMPANY, a New
in the presence of: York banking corporation,
as Collateral Trustee for the
1989 Secured Parties
/s/ Illegible By: /s/ Mary Zadroga
- --------------------------------- ----------------------------------
Name: Name: Mary Zadroga
Title: Vice President
/s/ Illegible
- ---------------------------------
Name: (CORPORATE SEAL)
Signed, sealed and delivered CHEMICAL BANK, a New York
in the presence of: banking corporation, as
Collateral Agent for the
1994 Secured Parties
By:
- --------------------------------- ----------------------------------
Name: Name:
Title:
- ---------------------------------
Name: (CORPORATE SEAL)
STATE OF New York )
COUNTY OF New York )
The foregoing instrument was acknowledged before me the 10th day of May,
1994, by Mary Zadroga, the VP of BANKERS TRUST COMPANY, a New York banking
corporation, on behalf of the corporation. He/she is personally known
to me or has produced _______________ as identification.
/s/ Peter Z. Sivere
----------------------------------
Name:
Title:
Serial No.
[NOTARY SEAL]
STATE OF __________ )
COUNTY OF _________ )
The foregoing instrument was acknowledged before me the ___ day of _______,
1994, by _______________, the _____________ of CHEMICAL BANK, a New York banking
corporation, on behalf of the corporation. He/she is personally known
to me or has produced _______________ as identification.
----------------------------------
Name:
Title:
Serial No.
Signed, sealed and delivered BANKERS TRUST COMPANY, a New
in the presence of: York banking corporation,
as Collateral Trustee for the
1989 Secured Parties
By:
- --------------------------------- ----------------------------------
Name: Name:
Title:
- ---------------------------------
Name: (CORPORATE SEAL)
Signed, sealed and delivered CHEMICAL BANK, a New York
in the presence of: banking corporation, as
Collateral Agent for the
1994 Secured Parties
/s/ Illegible By: /s/ Illegible
- --------------------------------- ----------------------------------
Name: Name:
Title:
/s/ Illegible
- ---------------------------------
Name: (CORPORATE SEAL)
STATE OF ____________ )
COUNTY OF ___________ )
The foregoing instrument was acknowledged before me the __ day of ________,
1994, by ________________, the _________ of BANKERS TRUST COMPANY, a New York
banking corporation, on behalf of the corporation. He/she is personally known
to me or has produced _______________ as identification.
----------------------------------
Name:
Title:
Serial No.
STATE OF New York )
COUNTY OF New York )
The foregoing instrument was acknowledged before me the 10th day of May,
1994, by Brian Comiskey, the Vice President of CHEMICAL BANK, a New York banking
corporation, on behalf of the corporation. He/she is personally known
to me or has produced _______________ as identification.
/s/ Frank J. Forlenza
----------------------------------
Name:
Title:
Serial No.
[NOTARY SEAL]