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Exhibit 10(cxviii)
PLEDGE AGREEMENT
PLEDGE AGREEMENT (this "AGREEMENT") dated as of November 30,1995 between
Hamilton Beach/Proctor-Silex, Inc. a Delaware corporation (the "PLEDGOR") and
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (in such capacity, together with
its successors and assigns in such capacity, herein called the "PLEDGEE"), as
agent for the banks and other financial institutions party to the
below-referenced Credit Agreement (the "BANKS").
Hamilton Beach/Proctor-Silex, Inc. (the "Pledgor"), the other Obligors
named therein, the Banks named therein and the Pledgee, as U.S. Agent and the
Canadian Agent named therein are parties to a Credit Agreement dated as of
October 11, 1990 amended and restated as of April 18, 1995 (as further amended,
modified and supplemented and in effect from time to time, herein called the
"CREDIT AGREEMENT") providing for Loans to be made by the Banks to the Pledgor
and its Subsidiary, Proctor-Silex Canada Inc. (or issuance of letters of credit
by the Issuing Bank for the account of the Pledgor) in an aggregate principal
(or face) amount not to exceed U.S. $135,000,000 (or a U.S. Dollar Equivalent).
Unless otherwise specified, capitalized terms defined in the Credit Agreement
shall have their defined meanings when used herein.
The Pledgor has agreed to pledge, and to cause its Subsidiaries to
pledge, all of the issued and outstanding shares of capital stock of HB/PS El
Paso, Inc. (HB/PS) from time to time owned by the Pledgor with the Pledgee
hereunder for the benefit of the Banks and the issuing Bank. Certain provisions
of this Agreement are subject to Section 3.02 of the Override Agreement to the
extent, and with the effect, set forth in Section 3.02 of the Override
Agreement.
As collateral security for the prompt payment in full by the Pledgor
when due (whether at stated maturity, by acceleration or otherwise) of (i) any
and all obligations of any Obligor in respect of the Loans or Letters of Credit
(including, without limitation, Letter of Credit Obligations) under Section 2 of
the Credit Agreement, the Notes, the Security Documents, the Letter of Credit
Documents and any other note or notes from time to time evidencing such Loans or
such Letter of Credit Obligations, (ii) any and all other amounts from time to
time payable by the Pledgor, NACCO or any Obligor to the Banks, the Issuing Bank
or either Agent under the Credit Agreement, the Security Documents, the
Supplemental Security Documents (including this Agreement), the Letter of Credit
Documents or the Notes, (iii) any and all obligations of the Pledgor in respect
of Bank Financial Accommodations (including, without limitation, Bank Letter of
Credit Obligations) and (iv) any and all other amounts from time to time payable
by the
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Pledgor to any Bank under the Bank Financial Accommodation Documents (the
obligations referred to in clauses (i), (ii), (iii) and (iv) above herein called
collectively, the "OBLIGATIONS"), the Pledgor hereby pledges to the Pledgee and
grants to the Pledgee a security interest in, for the equal and ratable benefit
of the Banks and the Issuing Bank, (a) all of the shares of issued and
outstanding capital stock of HB/PS from time to time owned by the Pledgor
together with the certificates evidencing the same (herein called the "PLEDGED
SHARES"), (b) all dividends, distributions and other amounts payable under or in
respect of the Pledged Shares and (c) the proceeds of the foregoing (the items
described in clauses (a) through (c) and any other property or assets from time
to time pledged to the Pledgee as collateral security hereunder, other than cash
hereafter paid to or retained by the Pledgee under A(2) and (4), being herein
collectively called the "SECURITY"); and the Pledgor shall concurrently deliver
the Pledged Shares against a receipt in the form of Exhibit A hereto to the
Pledgee for the purposes aforesaid, and deliver to the Pledgee, in form
transferable by delivery, the certificates representing the Pledged Shares
accompanied by undated stock powers duly executed in blank, to be held by the
Pledgee as collateral security as aforesaid. In furtherance thereof, the parties
hereto agree as follows:
A. Transfer, Voting Power, Dividends, etc.
(1) If an Event of Default shall occur and be continuing (or if the
Pledgee is required to do so by any bank regulatory authority or
otherwise), the Pledgee may have any of the Security registered in its
name or in the name of its nominee. Such Security as so registered
shall remain subject to this Agreement.
(2) Unless and until an Event of Default shall occur and be continuing
(the period during which any Event of Default shall so continue being
herein called a "DEFAULT PERIOD") and, in the case of clause (a)
below, the Pledgee shall have notified the Pledgor of its election to
exercise its rights under A(3)(a):
(a) The Pledgor shall be entitled to exercise all powers of voting
and/or consent pertaining to the Security owned by it or any
part thereof, for all purposes not inconsistent with the terms
of this Agreement or the Credit Agreement.
(b) The Pledgor shall be entitled to receive and retain any
dividends on shares included in the Security which are legally
payable. All other payments, distributions and/or dividends,
in securities, property or cash, including without limitation,
dividends representing stock or liquidating dividends or a
distribution or return of capital upon or in respect of the
Security or any part thereof or resulting from a split-up,
revision or reclassification of the Security or any part
thereof or received in exchange for the Security or any part
thereof as a result of a merger, consolidation or otherwise,
shall be paid or delivered directly to the Pledgee immediately
upon receipt thereof by the Pledgor, (accompanied by
appropriate undated stock powers duly executed in blank),
and/or shall be retained by the Pledgee as part of the
Security.
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(c) In case any money shall be paid to the Pledgor on account of
any payment, dividend or other distribution upon or in respect
of the Security or any part thereof, other than a payment
which the Pledgor is entitled to receive and retain under
clause (b) above, such money shall be immediately paid to the
Pledgee and upon receipt by the Pledgee shall, if requested by
the Pledgor, be applied by the Pledgee (prior to any sale of
the Security thereunder) to the payment of the Obligations in
accordance with C(2).
(d) In order to permit the Pledgor to exercise such powers of
voting and/or consent under clause (a) above, the Pledgee
shall, if necessary, upon the written request of any Pledgor,
from time to time execute and deliver to the Pledgor
appropriate proxies.
(e) In order to permit the Pledgee to receive all payments and
distributions to which it may be entitled under clauses (b)
and (c) above, the Pledgor shall, if necessary, upon the
written request of the Pledgee, from time to time execute and
deliver to the Pledgee appropriate dividend or payment orders.
(3) During any Default Period:
(a) If the Pledgee so notifies the Pledgor, the Pledgee or its
nominee or nominees shall have the sole and exclusive right to
exercise all powers of voting and/or consent pertaining to the
Security or any part thereof.
(b) All payments and other distributions made upon or in respect
of the Security or any part thereof shall be paid directly to
and shall be retained by the Pledgee and held by it as stated
in subsection (4) immediately below.
(4) All cash and other property paid to and/or retained by the Pledgee
pursuant to this A shall be held by it for the benefit of the Banks,
until applied as herein provided, as additional collateral security
pledged under and subject to the terms of this A.
B. REMEDIES.
(1) REALIZATIONS. ETC. If an Event of Default shall occur and be
continuing, in addition to any rights and remedies which may be
available to a secured party under the Uniform Commercial Code as in
effect at the time in New York, the following provisions shall apply:
(a) The Pledgee may, without being required to give any notice
except as hereinafter provided, apply the cash, if any, then
held by it as collateral security hereunder to the payment of
the Obligations and, if there shall be no such cash or the
cash so applied shall be insufficient to pay in full all such
Obligations, sell the Security, or any part thereof, at public
or private sale or at any broker's board or on any securities
exchange, for cash, upon credit or
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for future delivery, and at such price or prices as the Pledgee may
deem satisfactory, and the Pledgee or any Bank may be the purchaser of
any or all of the Security so sold and thereafter hold the same
absolutely, free from any right or claim of whatsoever kind.
(b) The Pledgee is authorized, at any such sale, if it deems it advisable
so to do, to restrict the prospective bidders or purchasers to persons
who will represent and agree that they are purchasing for their own
account, for investment, and not with a view to the distribution or
sale of any of the Security.
(c) Upon any such sale the Pledgee shall have the right to deliver, assign
and transfer to the purchaser thereof the Security so sold. As
permitted at law or in equity, each purchaser (including the Pledgee,
any of the Banks and any other holder of any of the Notes) at any such
sale shall hold the property sold absolutely, free from any claim or
right of whatsoever kind, including any equity or rights of
redemption, of the Pledgor, who hereby specifically waives as against
any such purchaser all rights of redemption, stay or appraisal which
it has or may have under any rule of law or statute now existing or
hereafter adopted.
(d) The Pledgee shall give the Pledgor at least 10 days written notice by
mail and telegram (or by hand delivery) of intention to make any such
public or private sale or sale at broker's board or on a securities
exchange, which notice shall specify, to the extent known by the
Pledgee, the terms of sale intended. Such notice, in case of public
sale, shall state the time and place fixed for such sale, and, in case
of sale at broker's board or on a securities exchange, shall state the
board or exchange at which such sale is to be made and the day on
which the Security, or that portion thereof so being sold, will first
be offered for sale at such board or exchange.
(e) Any such public sale shall be held at such time or times within
ordinary business hours and at such place or places in the Borough of
Manhattan, City of New York, or elsewhere in the United States, as the
Pledgee may fix in the notice of such sale. At any such sale the
Security may be sold in one lot as an entirety or in separate parcels,
as the Pledgee may determine.
(f) The Pledgee shall not be obligated to make any sale pursuant to any
such notice. The Pledgee may, without notice or publication, adjourn
any public or private sale or cause the same to be adjourned from time
to time by announcement at the time and place fixed for the sale, and
such sale may be made at any time or place to which the same may be so
adjourned.
(g) In case of any sale of all or any part of the Security for future
delivery, the Security so sold must be retained by the Pledgee until
the selling price is paid by the purchaser thereof, but the Pledgee
shall not incur any liability in case of the failure of such purchaser
to take up and pay for the Security so sold
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and, in case of any such failure, such Security may again be sold upon
like notice.
(h) The Pledgee, however, instead of, or in addition to, exercising the
power of sale herein conferred upon it, may proceed by a suit or suits
at law or in equity to foreclose the pledge and sell the Security, or
any portion thereof, under a judgment or decree of a court or courts
of competent jurisdiction.
(2) REGISTRATION. ETC.
(a) If the Pledgee determines to exercise its right to sell all or any
of the Pledged Shares and if in the opinion of counsel to the Pledgee
it is necessary, or if in the opinion of the Pledgee it is advisable,
to have such Security registered under the provisions of the
Securities Act of 1933, as amended (the "ACT"), the Pledgor and the
Subsidiaries whose shares of the capital stock are Pledged Shares
shall, at the Pledgor's own expense:
(i) Execute and deliver (and cause the directors and officers
thereof to execute and deliver), all such instruments and
documents, and to do or cause to be done all other such acts
and things as may be necessary or, in the reasonable opinion
of the Pledgee, advisable to register such Security under the
provisions of the Act.
(ii) Use its reasonable efforts to cause the registration statement
relating to such registration to become effective and to
remain effective for such period as prospectuses are required
by law to be furnished, and to make all amendments thereto
and/or to the related prospectus which, in the reasonable
opinion of the Pledgee, are necessary or desirable, all in
conformity with the requirements of the Act and the rules and
regulations of the Securities and Exchange Commission ("SEC")
applicable thereto.
(iii) Use reasonable efforts to qualify such Security under state
Blue Sky or securities laws and to obtain the approval of any
governmental authorities to the sale of such Security, all as
reasonably requested by the Pledgee.
(b) In the event that the Pledgor at any time or from time to time during
a Default Period shall determine to register any of its or its
Subsidiaries' securities (other than a registration on Form S-8, or
other form for similar purposes then in use, of its securities to be
distributed solely to employees of the Pledgor and of its
Subsidiaries), the Pledgor shall, at its own expense:
(i) furnish prompt written notice thereof (which shall include a
list of the jurisdictions in which the Pledgor intends to
register such securities under applicable securities or state
Blue Sky laws of such jurisdiction) to the Pledgee and the
Banks; and
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(ii) at the request of the Pledgee or the Majority Banks use its
best efforts to include among the securities that the Pledgor
registers, all or any part of the Pledged Shares.
(c) In the case of registrations pursuant to B(2) (a) and B(2) (b), the
Pledgor shall, at the request of the Pledgee or the Banks, indemnify
and hold harmless the Pledgee and the Banks from and against any loss,
liability, claim, damage and expense (and reasonable counsel fees
incurred in connection therewith) under the Act or otherwise insofar
as such loss, liability, claim, damage or expense arises out of or is
based upon any untrue statement or alleged untrue statement of a
material fact contained in such registration statement or prospectus
or in any preliminary prospectus or any amendment or omission or
alleged omission to state therein a material fact required to be
stated or necessary to make the statements therein not misleading,
such indemnifications to remain operative regardless of any
investigation made by or on behalf of the Pledgee; provided that the
Pledgor shall not be liable in any case to the extent that any such
loss, liability, claim, damage or expense arises out of or is based on
any untrue statement or alleged untrue statement or an omission or an
alleged omission made in reliance upon and in conformity with written
information furnished by the Pledgee or the Banks.
(3) INFORMATION. If the Pledgee determines to exercise its right to sell all or
any of the Security, upon written request, the Pledgor shall from time to
time furnish to the Pledgee all such information as the Pledgee may
reasonably request in order to determine the number of shares included in
the Security which may be sold by the Pledgee as exempt transactions under
the Act and rules of the SEC thereunder, as the same are from time to time
in effect. Without limitation of the foregoing, if the Pledgee determines to
exercise its right to sell all or any of the Pledged Shares, the Pledgor
(and the directors and officers thereof) shall upon written request from the
Pledgee, in order to enable the Pledgee to qualify such sales as exempt
transactions under Section 4(1) of the Act and Rule 144 of the SEC
thereunder (or any statutory provisions or rules in effect in lieu thereof),
as the same are from time to time in effect (a) make publicly available the
information required by Rule 144(c) (or any provision in effect in lieu
thereof) and (b) furnish to the Pledgee all such information as the Pledgee
may reasonably request in order to determine the number of shares included
in such Pledged Shares, if any, which may be sold under Rule 144(e) (or any
provision in effect in lieu thereof).
C. GENERAL PROVISIONS. The following general provisions shall apply to the
Security and this Agreement generally:
(1) PRIVATE SALE. The Pledgee shall incur no liability as a result of the
sale of the Security, or any part thereof, at any private sale
permitted by this Agreement or under applicable law, provided that the
Pledgee shall act in a commercially
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reasonable manner within the intendment of the Uniform Commercial
Code. The Pledgor hereby waives, to the fullest extent permitted by
law, any claims against the Pledgee or the Banks arising by reason of
the fact that the price at which any security may have been sold at
such a private sale was less than the price which might have been
obtained at a public sale or was less than the aggregate amount of the
Obligations, even if the Pledgee accepts the first offer received and
does not offer such Security to more than one offeree.
(2) APPLICATION OF PROCEEDS. The proceeds of any sale of all or any part
of the Security, and any other cash at the time held by the Pledgee
under this Agreement, shall be applied by the Pledgee:
FIRST, to the payment of the costs and expenses of such sale,
including reasonable compensation to the Pledgee and its agents and
counsel, and all expenses, liabilities and advances made or incurred
by the Pledgee in connection therewith.
NEXT, to the payment of the Obligations ratably according to the
respective amounts (which in the case of Obligations other than the
Loans or the Notes shall mean the amount due to a Bank or an Agent on
the date of distribution) of such Obligations.
FINALLY, after payment in full of all Obligations (including, without
limitation, those not yet due and payable at the time of the
application referred to above), to the payment to the Pledgor, or its
successors or assigns, or to whomsoever may be lawfully entitled to
receive the same or as a court of competent jurisdiction may direct,
of any surplus then remaining from such proceeds.
As used in this Agreement, "PROCEEDS" of the Security shall mean cash,
securities and other property realized in respect of, and
distributions in kind of, the Security, including any thereof received
under any reorganization, liquidation or adjustment of debt of the
Pledgor or any issuer of securities included in the Security.
(3) ATTORNEY-IN-FACT. The Pledgee is hereby appointed the attorney-in-fact
of the Pledgor (effective upon notice by the Pledgee to the Pledgor)
(i) for any period not a Default Period, for the purpose of signing
documents and taking other action to perfect, promote and protect its
security interest in the Security consistent with the terms of this
Agreement and (ii) during a Default Period, for the purpose of
carrying out the provisions of this Agreement and taking any action
and executing any instruments which the Pledgee may reasonably deem
necessary or advisable to accomplish the purposes hereof, which
appointment as attorney-in-fact is irrevocable and coupled with an
interest. Without limiting the generality of the foregoing, during a
Default Period, the Pledgee shall have the right and power to receive,
endorse and collect all checks made payable to
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the order of the Pledgor representing any payment in respect of the
Security or any part thereof and to give full discharge for the same.
(4) REPRESENTATIONS, WARRANTIES AND COVENANTS. The Pledgor hereby
represents and warrants to each Bank and the Pledgee that: (a) the
Pledgor has full power, authority and legal right and capacity to
incur and perform its obligations hereunder, (b) this Agreement
constitutes the legal, valid and binding obligation of the Pledgor,
enforceable in accordance with its terms, (c) the making and
performance by the Pledgor of this Agreement and the pledge of the
Security hereunder have been duly authorized by all necessary
corporate action, and do not and will not violate the provisions of
any applicable law or applicable regulation, the Pledgor's or any its
Subsidiary's articles of incorporation or by-laws and do not and will
not result in a breach of, or constitute a default under, or require
any consent (other than consents which have been obtained which are in
full force and effect and copies of which have been delivered to the
Banks and the Pledgee) or create any lien, charge or encumbrance
under, any agreement, instrument or document or the provisions of any
order, writ, judgment, injunction, decree, determination or award of
any court, government or governmental agency or instrumentality,
applicable to the Pledgor or to any of the assets of the Pledgor may
be bound or affected, (d) so long as the Obligations remain
outstanding, the Pledgor at all times will be the sole direct or
indirect beneficial owner of the Security pledged by it hereunder, and
(e) this Agreement grants to the Pledgee a first priority lien upon
and first priority perfected security interest in the Security from
time to time in the Pledgee's possession hereunder subject to no other
lien or security interest except Permitted Parent Liens.
(5) NO WAIVER. No failure on the part of the Pledgee to exercise, and no
course of dealing with respect to, and no delay in exercising, any
right, power or remedy hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise by the Pledgee of any right,
power or remedy hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or remedy. The
remedies herein provided are cumulative and are not exclusive of any
remedies provided by law.
(6) TERMINATION; RELEASE OF SECURITY, ETC. When all Obligations shall have
been paid in full, and the Commitments shall have been terminated and
all Letters of Credit shall have expired or terminated, this Agreement
shall terminate, and the Pledgee shall forthwith assign, transfer and
deliver, against receipt, any remaining Security and money received in
respect thereof, to or on the order of the Pledgor. Except during the
occurrence and continuance of an Event of Default, Security shall be
released to the Pledgor in conjunction with a transaction permitted by
Section 9.13 of the Credit Agreement and otherwise upon the written
consent of the Banks. The Pledgee shall execute and deliver to the
Pledgor such UCC-3 termination statements or other instruments
reasonably requested and prepared by the Pledgor in form and substance
satisfactory to the Pledgee to effect the foregoing.
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(7) EXPENSES. The Pledgor shall pay to the Pledgee all reasonable costs
and expenses (including reasonable expenses for legal services of
every kind) of, or incident to, the enforcement of any of the
provisions of this Agreement, or the performance by the Pledgee of any
obligations of the Pledgor in respect of the Security which the
Pledgor has failed or refused to perform, or any actual or attempted
sale, or any exchange, enforcement, collection, compromise or
settlement in respect of any of the Security, and for the care of the
Security and defending or asserting rights and claims of the Pledgee
in respect thereof, by litigation or otherwise, including expenses of
insurance; and all such expenses shall be Obligations to the Pledgee
secured under this Agreement.
(8) FURTHER ASSURANCES. The Pledgor agrees that, from time to time upon
the written request of the Pledgee, it will execute and deliver such
further documents and do such other acts and things as the Pledgee may
reasonably request in order fully to effect the purposes of this
Agreement.
(9) DEFICIENCY. If the proceeds of sale, collection or other realization
of or upon the Security are insufficient to cover the costs and
expenses of such realization and the payment in full of the
Obligations, the Obligors shall remain liable for any deficiency in
accordance with the Credit Agreement. The liability of the Pledgor
with respect to the payment of the Obligations as the same relate to
any Person other than the Pledgor, shall be limited to the security
and all proceeds of any sale (including any foreclosure sale or any
other realization upon the Security) or other disposition of the
Security; provided, however, that the Pledgor will be liable for (and
the Pledgee will have full recourse against the Pledgor and all of its
property and assets for) the payment of Obligations of the Pledgor
under this Agreement and any other Majority Interest Document to which
the Pledgor is a party.
(10) UCC. Unless the context otherwise requires, terms used in this
Agreement which are defined in the Uniform Commercial Code shall have
such defined meanings in this Agreement.
(11) NOTICES. All notices and other communications provided for herein
(including, without limitation, any waivers or consents under this
Agreement) shall be given or made by telex, telecopy, telegraph, cable
or otherwise in writing (each communication given by any of such means
to be deemed to be "in writing" for purposes of this Agreement) and
telexed, telecopied, telegraphed, cabled, mailed or delivered to the
intended recipient at the "Address for Notices" specified below its
name on the signature pages hereof, or, as to any party in a notice to
the address as shall be designated by such party in a notice to the
Pledgee and the Pledgor. Except as otherwise provided in this
Agreement, all such communications shall be deemed to have been duly
given when transmitted by telex or telecopier, delivered to the
telegraph or cable office or
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personally delivered or, in the case of a mailed notice, upon receipt,
in each case given or addressed as aforesaid.
(12) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors
and assigns, except that the Pledgor may not assign or transfer any of
its rights or obligations hereunder without the prior written consent
of the Pledgee.
(13) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
(14) AMENDMENT, ETC. This Agreement may not be amended, modified or waived
except with the written consent of the Pledgor, the Pledgee and the
Majority Banks, provided that the provisions of B (2) (c), C (2) and C
(6) hereof and this C (14) may be amended, modified or waived, and
Security may be released other than as otherwise permitted under C (6)
hereof, only with the written consent of the Pledgor, and the Pledgee
and each Bank.
(15) COUNTERPARTS. This Agreement may be executed simultaneously in any
number of counterparts, all of which taken together will constitute
one agreement, and any one of the parties hereto may execute this
Agreement by signing any such counterpart.
(16) HEADINGS. Section and subsection headings used herein have been
inserted for convenience of reference only and do not constitute
matters to be considered in interpreting this Agreement.
(17) THE PLEDGEE. The Pledgee has been appointed as agent hereunder by the
Banks, and shall be entitled to the benefits of Section 11 of the
Credit Agreement. The Pledgee shall act or be required to act only in
accordance with this Agreement and Section 11 of the Credit Agreement.
(18) WAIVER OF TRIAL BY JURY. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
THE PLEDGOR HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION
WITH THE AGREEMENT OR ANY OTHER DOCUMENT TO WHICH THE PARTIES HERETO
ARE A PARTY OR ANY MATTER ARISING HEREUNDER OR THEREUNDER.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
HAMILTON BEACH/PROCTOR-SILEX, INC.
By /s/ James H. Taylor
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Vice President - Treasurer
Address for Notices:
Hamilton Beach/Proctor-Silex, Inc.
4421 Waterfront Drive
Glen Allen, VA 23060
Facsimile No.: (804) 527-7357
Telephone No.: (804) 273-9777
Attention: James H. Taylor
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as U.S. Agent
By /s/ Carol A. Ulmer
------------------------------------------
Address for Notices:
The Chase Manhattan Bank
(National Association),
as U.S. Agent
4 Chase Metrotech Center - 13th Floor
Brooklyn, New York 11245
Facsimile No.: (718) 242-6909
Telephone No.: (718) 242-7969
Attention: Christine Gould
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With a copy to:
The Chase Manhattan Bank
(National Association)
1 Chase Manhattan Plaza
Diversified Industries Dept., Fifth Floor
New York, New York 10081
Telecopier No.: (212) 552-4112
Telephone No.: (212) 552-7075
Attention: Carol Ulmer