[EXECUTION COPY]
AMENDMENT NO. 6
Dated as of May 31, 1995
to
AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
Dated as of June 24, 1993
Sequa Receivables Corp., a New York corporation ("SRC" or
the "Seller"), Sequa Corporation, a Delaware corporation (in its
individual capacity and as Servicer, "Sequa"), the financial
institution parties hereto (the "Purchasers") and Chemical Bank,
as managing agent (the "Managing Agent") agree as follows:
SECTION 1. RECEIVABLES PURCHASE AGREEMENT. Reference is
made to the Amended and Restated Receivables Purchase Agreement
dated as of June 24, 1993, and as amended by Amendment No. 1
dated as of September 30, 1993, Amendment No. 2 dated as of
December 1, 1993, Amendment No. 3 dated as of December 14, 1993,
Amendment No. 4 dated as of July 1, 1994 and Amendment No. 5
dated as of March 3, 1995, among SRC, Sequa, the Managing Agent
and the Purchasers (the "Receivables Purchase Agreement").
Capitalized terms used herein but not defined herein shall have
the meanings ascribed thereto in the Receivables Purchase
Agreement. The Receivables Purchase Agreement, as amended by
this Amendment No. 6 (this "Amendment No. 6"), is, and shall
continue to be, in full force and effect and is hereby in all
respects ratified and confirmed.
SECTION 2. AMENDMENTS. Upon and after the Effective Date
(as defined in Section 4 hereof), the Receivables Purchase
Agreement shall be amended as follows:
(a) Section 5.02(e) of the Receivables Purchase
Agreement shall be amended in its entirety to read as
follows:
"(e) Consolidated Net Worth to be less than (a)
$565,000,000 at any time on or prior to March 31, 1995,
and (b) $550,000,000, plus fifty percent of its
Consolidated Net Income (but not less than zero) at any
time thereafter, in each case for each full quarter
commencing April 1, 1995 until the time of
determination;"
(b) Section 7.03(k)(i) of the Receivables Purchase
Agreement shall be restated in its entirety to read as
follows:
"(i) Consolidated Net Worth to be less than (a)
$565,000,000 at any time on or prior to March 31, 1995,
and (b) $550,000,000, plus fifty percent of its
Consolidated Net Income (but not less than zero) at any
time thereafter, in each case for each full quarter
commencing April 1, 1995 until the time of
determination;"
(c) Section 10.01(e) of the Receivables Purchase
Agreement shall be amended by inserting the following
language immediately prior to the concluding semicolon of
such section:
"(iii)(A) the Seller or Sequa shall fail to pay any
rental payments when due and payable (after any
applicable cure period) under any Operating Lease in
respect of equipment which had a fair market value in
excess of $5,000,000 at the commencement of the term of
such operating lease, (B) any such Operating Lease
shall have been terminated, according to its terms, by
the lessor thereunder prior to its stated termination
date as a result of a default of the lessee thereunder
or (C) (1) any event shall have occurred and be
continuing that permits (or, with the passage of time
or the giving of notice or both, would permit) the
lessor under any such Operating Lease to so terminate
such operating lease as a result of a default of the
lessee thereunder and (2) if such operating lease
provides for a cure period for such event, such event
shall not be cured prior to the end of such cure period
or such shorter period of time as the Managing Agent
may specify;"
SECTION 3. LIMITED WAIVER. Upon and after the Effective
Date (as defined in Section 5 hereof), the Purchasers shall waive
compliance with, or, in the case of conditions precedent,
satisfaction of, (i) Section 7.03(k)(i) and Section 5.02(e) of
the Receivables Purchase Agreement to the extent such provisions
relate to the Consolidated Net Worth of Sequa and (ii) Section
10.01(e)(i)(A) of the Receivables Purchase Agreement to the
extent such provision relates to defaults other than those
arising out of non-payment of amounts due and payable in respect
of Indebtedness, in each case only to the extent that such
default would not have arisen had the amendments effected by this
Amendment No. 6 been in effect on April 1, 1995.
SECTION 4. PURCHASE LIMIT. In connection with that
certain letter agreement dated May 24, 1995, from Sequa and SRC
to the Purchasers, in which the Sequa, SRC, the Purchasers and
the Managing Agent agreed to lower the purchase limit to
$10,000,000, Sequa, SRC, the Purchasers and the Managing Agent
agree to increase and hereby do increase the Purchase Limit from
$10,000,000 to $45,000,000, such increase to be effective on the
Effective Date.
SECTION 5. COVENANTS, REPRESENTATIONS AND WARRANTIES.
(a) Each of SRC and Sequa has the power, and has taken all
necessary action (including any necessary stockholder action) to
authorize, execute, deliver and perform in accordance with its
terms this Amendment No. 6. This Amendment No. 6 has been duly
executed and delivered by SRC and Sequa and is a legal, valid and
binding obligation of each such party, enforceable against such
party in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the enforcement of creditors' rights
generally;
(b) The execution, delivery and performance in accordance
with its terms by SRC and Sequa of this Amendment No. 6 and the
Receivables Purchase Agreement, as amended by this Amendment
No. 6 (including, without limitation, each Reinvestment under the
Receivables Purchase Agreement), do not and (absent any change in
any applicable law or applicable Transaction Document) will not
(i) require any governmental approval or any other consent or
approval, including any consent or approval of the stockholders
of SRC or Sequa, other than consents and approvals that have been
obtained, are final and not subject to review on appeal or to
collateral attack and are in full force and effect, or
(ii) violate or conflict with, result in a breach of, constitute
a default under, or result in or require the creation of any lien
upon any assets of SRC, Sequa or any Originator under, (A) any
Transaction Document to which SRC, Sequa or any Originator is a
party or by which SRC, Sequa or any Originator or any of their
respective properties may be bound, the breach of which, either
singly or in the aggregate with all other such breaches, would
have a Materially Adverse Effect upon SRC, Sequa or any
Originator, or (B) any applicable law or judgment;
(c) Each of SRC and Sequa hereby reaffirms all agreements,
covenants, representations and warranties made in the Receivables
Purchase Agreement and, to the extent the same are not amended
hereby, agrees that all such agreements, covenants,
representations and warranties shall be deemed to have been
remade as of the Effective Date. Each of SRC and Sequa hereby
further represents and warrants that as of the Effective Date no
event has occurred and is continuing or will result from the
execution, delivery and performance by it of this Amendment No. 6
which constitutes a Liquidation Event or event which after notice
or lapse of time or both, would constitute a Liquidation Event;
and
(d) Except as specifically amended herein, the Receivables
Purchase Agreement shall remain in full force and effect and is
hereby ratified and confirmed. The execution, delivery and
effectiveness of this Amendment No. 6 shall not operate as a
waiver of any right, power or remedy of the Managing Agent or any
of the Purchasers under the Receivables Purchase Agreement or any
other document, instrument or agreement executed and delivered in
connection therewith, except specifically set forth herein.
SECTION 6. EFFECTIVE DATE; CONDITIONS TO EFFECTIVENESS.
This Amendment No. 6 shall become effective as of the date first
written above on the first day (the "Effective Date") on which
each of the following conditions is satisfied:
(a) The Managing Agent shall have received an
officer's certificate, dated the Effective Date, in the form
attached hereto as Schedule 1;
(b) This Amendment No. 6 shall have been duly executed
and delivered by SRC, Sequa and the Purchasers; and
(c) No material adverse change has occurred in respect
of the Receivables or operating or financial condition of
Sequa or SRC since December 31, 1994.
SECTION 7. GOVERNING LAW. This Amendment No. 6 shall be
construed in accordance with and governed by the substantive law
of the State of New York.
SECTION 8. HEADINGS. Section headings in this Amendment
No. 6 are included herein for convenience and reference only and
shall not constitute a part of this Amendment No. 6 for any other
purpose.
SECTION 9. COUNTERPARTS. This Amendment No. 6 may be
executed in any number of counterparts and on separate
counterparts, each of which shall be deemed to be an original and
shall be binding upon the parties, their successors and assigns.
SECTION 10. CROSS-REFERENCES. References in this Amendment
No. 6 to any Section or Subsection, unless otherwise specified,
refer to such Section or Subsection of this Amendment No. 6.
SECTION 11. INSTRUMENT PURSUANT TO RECEIVABLES PURCHASE
AGREEMENT. This Amendment No. 6 is an instrument executed
pursuant to the Receivables Purchase Agreement and shall (unless
otherwise expressly indicated therein) be construed, administered
and applied in accordance with the terms and provisions of the
Receivables Purchase Agreement, including Article XIV thereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment No. 6, or caused it to be executed and delivered by
their duly authorized officers, all as of the day and year first
above written.
SEQUA RECEIVABLES CORP.,
as Seller
By
Name:
Title:
SEQUA CORPORATION,
individually and as Servicer
By
Name:
Title:
CHEMICAL BANK,
as Managing Agent and Purchaser
By
Name:
Title:
THE BANK OF NEW YORK,
as Purchaser
By
Name:
Title:
THE BANK OF NOVA SCOTIA,
as Purchaser
By
Name:
Title:
Schedule 1
[FORM OF]
SEQUA CORPORATION
OFFICERS'S CERTIFICATE
I, Xxxxxxx X. Xxxxxxx, do hereby certify that I am the duly
elected and qualified Vice President and Treasurer of SEQUA
CORPORATION, a Delaware corporation (the "Company"), that I am
authorized to execute this Certificate, and that as of the date
hereof, the following statements are true and correct.
Capitalized terms used herein but not otherwise defined herein
shall have the meanings assigned thereto in Appendix A to that
certain Amended and Restated Receivables Purchase Agreement dated
June 25, 1993, as amended by Amendment No. 1 thereto dated as of
September 30, 1993, Amendment No. 2 thereto dated as of December
14, 1993, Amendment No. 3 thereto dated as of December 14, 1993,
Amendment No. 4 thereto dated as of July 1, 1994, Amendment No. 5
thereto dated as of March 3, 1995 and Amendment No. 6 thereto
dated as May 31, 1995 (the "Receivables Purchase Agreement"),
among the Company, Sequa Receivables Corp. ("SRC"), Chemical
Bank, as Managing Agent, and the financial institution parties
thereto.
(i) The representations, warranties and covenants
made by the Company and SRC in the Receivables Purchase
Agreement and in the certificates delivered by officers of
the Company or SRC (as the case may be) in connection
therewith, are true and correct in all material respects on
and as of the date hereof, with the same effect as if made
on the date hereof, and the Company and SRC have complied
with all agreements and satisfied all conditions to be
performed or satisfied on their part at or prior to the
execution of Amendment No. 6 to the Receivables Purchase
Agreement; and
(ii) As of the date hereof, no event has occurred and
is continuing or will result from the execution, delivery
and performance by the Company or SRC of Amendment No. 6 to
the Receivables Purchase Agreement which constitutes a
Liquidation Event or which, after notice or lapse of time or
both, would constitute a Liquidation Event.
IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of this ____ day of May, 1995.
______________________________
Xxxxxxx X. Xxxxxxx
Treasurer
SEQUA CORPORATION
OFFICERS'S CERTIFICATE
I, Xxxxxxx X. Xxxxxxx, do hereby certify that I am the duly
elected and qualified Vice President and Treasurer of SEQUA
CORPORATION, a Delaware corporation (the "Company"), that I am
authorized to execute this Certificate, and that as of the date
hereof, the following statements are true and correct.
Capitalized terms used herein but not otherwise defined herein
shall have the meanings assigned thereto in Appendix A to that
certain Amended and Restated Receivables Purchase Agreement dated
June 25, 1993, as amended by Amendment No. 1 thereto dated as of
September 30, 1993, Amendment No. 2 thereto dated as of December
14, 1993, Amendment No. 3 thereto dated as of December 14, 1993,
Amendment No. 4 thereto dated as of July 1, 1994, Amendment No. 5
thereto dated as of March 3, 1995 and Amendment No. 6 thereto
dated as May 31, 1995 (the "Receivables Purchase Agreement"),
among the Company, Sequa Receivables Corp. ("SRC"), Chemical
Bank, as Managing Agent, and the financial institution parties
thereto.
(i) The representations, warranties and covenants
made by the Company and SRC in the Receivables Purchase
Agreement and in the certificates delivered by officers of
the Company or SRC (as the case may be) in connection
therewith, are true and correct in all material respects on
and as of the date hereof, with the same effect as if made
on the date hereof, and the Company and SRC have complied
with all agreements and satisfied all conditions to be
performed or satisfied on their part at or prior to the
execution of Amendment No. 6 to the Receivables Purchase
Agreement; and
(ii) As of the date hereof, no event has occurred and
is continuing or will result from the execution, delivery
and performance by the Company or SRC of Amendment No. 6 to
the Receivables Purchase Agreement which constitutes a
Liquidation Event or which, after notice or lapse of time or
both, would constitute a Liquidation Event.
IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of this 31st day of May, 1995.
______________________________
Xxxxxxx X. Xxxxxxx
Treasurer
[EXECUTION COPY]
AMENDMENT NO. 7 AND CONSENT
Dated as of August 16, 1995
to
AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
Dated as of June 24, 1993
Sequa Receivables Corp., a New York corporation ("SRC" or
the "Seller"), Sequa Corporation, a Delaware corporation (in its
individual capacity and as Servicer, "Sequa"), the financial
institution parties hereto (the "Purchasers") and Chemical Bank,
as managing agent (the "Managing Agent") agree as follows:
SECTION 1. RECEIVABLES PURCHASE AGREEMENT. Reference is
made to the Amended and Restated Receivables Purchase Agreement
dated as of June 24, 1993, and as amended by Amendment No. 1
dated as of September 30, 1993, Amendment No. 2 dated as of
December 1, 1993, Amendment No. 3 dated as of December 14, 1993,
Amendment No. 4 dated as of July 1, 1994, Amendment No. 5 dated
as of March 3, 1995 and Amendment No. 6 dated as of May 31, 1995,
each among SRC, Sequa, the Managing Agent and the Purchasers (the
"Receivables Purchase Agreement"). Capitalized terms used herein
but not defined herein shall have the meanings ascribed thereto
in the Receivables Purchase Agreement. The Receivables Purchase
Agreement, as amended by this Amendment No. 7 and Consent (this
"Amendment No. 7"), is and shall continue to be in full force and
effect and is hereby in all respects ratified and confirmed.
SECTION 2. AMENDMENTS. Upon and after the Effective Date
(as defined in Section 5 hereof), the Receivables Purchase
Agreement shall be amended as follows:
(a) Section 7.02(a) of the Receivables Purchase
Agreement is amended by deleting the parenthetical "(in
respect of its Kollsman (Merrimack) and Precoat Metals
divisions)" and inserting the parenthetical "(in respect of
its Precoat Metals division)" in lieu thereof;
(b) Section 7.02 (b)(ii) of the Receivables Purchase
Agreement is amended by deleting the parenthetical "(in
respect of its Kollsman (Merrimack) and Precoat Metals
divisions)" and inserting the parenthetical "(in respect of
its Precoat Metals division)" in lieu thereof;
(c) Section 7.03(e)(ii)(B) of the Receivables Purchase
Agreement is amended by deleting the parenthetical "(or, in
the case of Sequa, all or substantially all of the property
and assets of its Kollsman (Merrimack) or Precoat Metals
division)" and inserting the parenthetical "(or, in the case
of Sequa, all or substantially all of the property and
assets of its Precoat Metals division)" in lieu thereof;
(d) Appendix A to the Receivables Purchase Agreement
is amended by:
(i) deleting the term and definition of the term
"KMC" in its entirety; and
(ii) deleting the definition of the term
"Originators" in its entirety and inserting the
definition "means Sequa (through its Precoat Metals
division), Sequa Chemicals, Gas Turbine, ARC and Casco
together with their respective successors as permitted
under the Purchase and Sale Agreement" in lieu thereof.
SECTION 3. CONSENT. The Required Purchasers and Managing
Agent each hereby consent to the amendment to the Purchase and
Sale Agreement, dated the date hereof.
SECTION 4. COVENANTS, REPRESENTATIONS AND WARRANTIES.
(a) Each of SRC and Sequa has the power, and has taken
all necessary action (including any necessary stockholder
action) to authorize it, to execute, deliver and perform in
accordance with its terms this Amendment No. 7. This
Amendment No. 7 has been duly executed and delivered by SRC
and Sequa and is a legal, valid and binding obligation of
each such party, enforceable against such party in
accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of
creditors' rights generally;
(b) The execution, delivery and performance in
accordance with its terms by SRC and Sequa of this Amendment
No. 7 and the Receivables Purchase Agreement, as amended by
this Amendment No. 7, do not and (absent to any change in
any applicable law or applicable Transaction Document) will
not (i) require any governmental approval or any other
consent or approval, including any consent or approval of
the stockholders of SRC or Sequa, other than consents and
approvals that have been obtained, are final and not subject
to review on appeal or to collateral attack and are in full
force and effect, or (ii) violate or conflict with, result
in a breach of, constitute a default under, or result in or
require the creation of any lien upon any assets of SRC,
Sequa or any Originator under, (A) any Transaction Document
to which SRC, Sequa or any Originator is a party or by which
SRC, Sequa or any Originator or any of their respective
properties may be bound, the breach of which, either singly
or in the aggregate with all other such breaches, would have
a Materially Adverse Business Effect upon SRC, Sequa or any
Originator, or (B) any applicable law or judgment;
(c) Each of SRC and Sequa hereby reaffirms all
agreements, covenants, representations and warranties made
in the Receivables Purchase Agreement and, to the extent the
same are not amended hereby, agrees that all such
agreements, covenants, representations and warranties shall
be deemed to have been remade as of the Effective Date.
Each of SRC and Sequa hereby further represents and warrants
that as of the Effective Date no event has occurred and is
continuing or will result from the execution, delivery and
performance by it of this Amendment No. 7 which constitutes
a Liquidation Event or which, after notice or lapse of time
or both, would constitute a Liquidation Event; and
(d) Except as specifically amended herein, the
Receivables Purchase Agreement shall remain in full force
and effect and is hereby ratified and confirmed. The
execution, delivery and effectiveness of this Amendment No.
7 shall not operate as a waiver of any right, power or
remedy of the Managing Agent or any of the Purchasers under
the Receivables Purchase Agreement or any other document,
instrument or agreement executed and delivered in connection
therewith, except as specifically set forth herein.
SECTION 5. EFFECTIVE DATE; CONDITIONS TO EFFECTIVENESS.
This Amendment No. 7 shall become effective as of the date first
written above on the first day (the "Effective Date") on which
each of the following conditions is satisfied:
(a) The Managing Agent shall have received an
officer's certificate, dated the Effective Date of this
Amendment No. 7, in the form attached hereto as Schedule 1.
(b) Sequa, SRC and the Originators shall have executed
and delivered Amendment No. 3 to the Purchase and Sale
Agreement in form and substance satisfactory to the Managing
Agent.
(c) This Amendment No. 7 shall have been duly executed
and delivered by Sequa, SRC and the Required Purchasers.
SECTION 6. GOVERNING LAW. This Amendment No. 7 shall be
construed in accordance with and governed by the substantive law
of the State of New York.
SECTION 7. HEADINGS. Section headings in this Amendment
No. 7 are included herein for convenience and reference only and
shall not constitute a part of this Amendment No. 7 for any other
purpose.
SECTION 8. COUNTERPARTS. This Amendment No. 7 may be
executed in any number of counterparts and on separate
counterparts, each of which shall be deemed to be an original and
shall be binding upon the parties hereto, their successors and
assigns.
SECTION 9. CROSS-REFERENCES. References in this Amendment
No. 7 to any Section or Subsection, unless otherwise specified,
refer to such Section or Subsection of this Amendment No. 7.
SECTION 10. INSTRUMENT PURSUANT TO RECEIVABLES PURCHASE
AGREEMENT. This Amendment No. 7 is an instrument executed
pursuant to the Receivables Purchase Agreement and shall (unless
otherwise expressly indicated therein) be construed, administered
and applied in accordance with the terms and provisions of the
Receivables Purchase Agreement, including Article XIV thereof.
[Next page is signature page]
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment No. 7, or caused it to be executed and delivered by
their duly authorized officers, all as of the day and year first
above written.
SEQUA RECEIVABLES CORP.,
as Seller
By
Name:
Title:
SEQUA CORPORATION,
individually and as Servicer
By
Name:
Title:
CHEMICAL BANK,
as Managing Agent and Purchaser
By
Name:
Title:
THE BANK OF NEW YORK,
as Purchaser
By
Name:
Title:
THE BANK OF NOVA SCOTIA,
as Purchaser
By
Name:
Title:
Schedule 1
[FORM OF]
SEQUA CORPORATION
OFFICERS'S CERTIFICATE
I, Xxxxxxx X. Xxxxxxx, do hereby certify that I am the duly
elected and qualified Vice President and Treasurer of SEQUA
CORPORATION, a Delaware corporation (the "Company"), that I am
authorized to execute this Certificate, and that as of the date
hereof, the following statements are true and correct. Capitalized
terms used herein but not otherwise defined herein shall have the
meanings assigned thereto in Appendix A to that certain Amended and
Restated Receivables Purchase Agreement dated June 25, 1993, as
amended by Amendment No. 1 thereto dated as of September 30, 1993,
Amendment No. 2 thereto dated as of December 14, 1993, Amendment No. 3
thereto dated as of December 14, 1993, Amendment No. 4 thereto dated
as of July 1, 1994, Amendment No. 5 thereto dated as of March 3, 1995
and Amendment No. 6 thereto dated as of May 31, 1995 (the "Receivables
Purchase Agreement"), among the Company, Sequa Receivables Corp.
("SRC"), Chemical Bank, as Managing Agent, and the financial
institution parties thereto.
(i) The representations, warranties and covenants made by
the Company and SRC in the Receivables Purchase Agreement and in
the certificates delivered by officers of the Company or SRC (as
the case may be) in connection therewith, are true and correct in
all material respects on and as of the date hereof, with the same
effect as if made on the date hereof, and the Company and SRC
have complied with all agreements and satisfied all conditions to
be performed or satisfied on their part at or prior to the
execution of Amendment No. 7 to the Receivables Purchase
Agreement; and
(ii) As of the date hereof, no event has occurred and is
continuing or will result from the execution, delivery and
performance by the Company or SRC of Amendment No. 7 to the
Receivables Purchase Agreement which constitutes a Liquidation
Event or which, after notice or lapse of time or both, would
constitute a Liquidation Event.
IN WITNESS WHEREOF, the undersigned has executed this Certificate
as of this _____ day of _____, 1995.
______________________________
Xxxxxxx X. Xxxxxxx
Treasurer
SEQUA CORPORATION
OFFICERS'S CERTIFICATE
I, Xxxxxxx X. Xxxxxxx, do hereby certify that I am the duly
elected and qualified Vice President and Treasurer of SEQUA
CORPORATION, a Delaware corporation (the "Company"), that I am
authorized to execute this Certificate, and that as of the date
hereof, the following statements are true and correct. Capitalized
terms used herein but not otherwise defined herein shall have the
meanings assigned thereto in Appendix A to that certain Amended and
Restated Receivables Purchase Agreement dated June 25, 1993, as
amended by Amendment No. 1 thereto dated as of September 30, 1993,
Amendment No. 2 thereto dated as of December 14, 1993, Amendment No. 3
thereto dated as of December 14, 1993, Amendment No. 4 thereto dated
as of July 1, 1994, Amendment No. 5 thereto dated as of March 3, 1995
and Amendment No. 6 thereto dated as of May 31, 1995 (the "Receivables
Purchase Agreement"), among the Company, Sequa Receivables Corp.
("SRC"), Chemical Bank, as Managing Agent, and the financial
institution parties thereto.
(i) The representations, warranties and covenants made by
the Company and SRC in the Receivables Purchase Agreement and in
the certificates delivered by officers of the Company or SRC (as
the case may be) in connection therewith, are true and correct in
all material respects on and as of the date hereof, with the same
effect as if made on the date hereof, and the Company and SRC
have complied with all agreements and satisfied all conditions to
be performed or satisfied on their part at or prior to the
execution of Amendment No. 7 to the Receivables Purchase
Agreement; and
(ii) As of the date hereof, no event has occurred and is
continuing or will result from the execution, delivery and
performance by the Company or SRC of Amendment No. 7 to the
Receivables Purchase Agreement which constitutes a Liquidation
Event or which, after notice or lapse of time or both, would
constitute a Liquidation Event.
IN WITNESS WHEREOF, the undersigned has executed this Certificate
as of this 16th day of August, 1995.
______________________________
Xxxxxxx X. Xxxxxxx
Treasurer