BOND GUARANTY AGREEMENT



 





Exhibit 4.6











BOND GUARANTY AGREEMENT




Dated March 1, 1999




by




BOSTROM SEATING, INC.




in favor of




NBD BANK

As Trustee

















 









 








 




BOND GUARANTY AGREEMENT




               THIS BOND GUARANTY AGREEMENT dated March 1, 1999 is entered into by
BOSTROM SEATING, INC. (herein collectively the “Guarantor”) for the benefit of
NBD BANK, a banking corporation with its principal place of business in
Detroit, Michigan (the “Trustee”), as trustee under the Indenture referred to
below.



Recitals




               The Industrial Development Board of the City of Piedmont (the “Issuer”)
has duly authorized the creation, execution and delivery, under and pursuant to
that certain Trust Indenture dated March 1, 1999 (the “Indenture”) from the
Issuer to the Trustee, $3,100,000 aggregate principal amount of Variable/Fixed
Rate Industrial Development Revenue Bonds (Bostrom Seating, Inc. Project) dated
the date of delivery (the “Bonds”).



               The proceeds of the Bonds shall be applied by the Issuer to pay the costs
of acquiring, constructing and installing buildings, structures, facilities and
related machinery and equipment on certain realty heretofore acquired by the
Issuer for use in the manufacturing, processing, assembling, storing and
distribution of seats for heavy trucks and buses and related products (said
real estate, buildings, structures, facilities, machinery, equipment and
related personal property being hereinafter collectively referred to as the
“Project”).



               Simultaneously with the issuance of the Bonds, the Issuer and Bostrom
Seating, Inc., a Delaware corporation (the “Guarantor”) will enter into a Lease
Agreement dated March 1, 1999 (the “Lease Agreement”), whereby the Issuer will
agree to lease the Project to the Guarantor and the Guarantor will agree to pay
rentals to the Issuer at such times and in such amounts as shall be sufficient
to pay when due the principal of, premium (if any) and interest (“Debt
Service”) on the Bonds and the purchase price of Bonds tendered for purchase
pursuant to the mandatory or optional tender provisions of the Indenture.



               The Bonds shall be limited obligations of the Issuer payable solely out of
the rentals payable by the Guarantor pursuant to the Lease Agreement and any
other revenues, rentals or receipts derived by the Issuer from the leasing or
sale of the Project (the “Lease Revenues”).



               As additional security for the payment of Debt Service on the Bonds, the
Guarantor will enter into this Bond Guaranty Agreement dated March 1, 1999 (the
“Bond Guaranty”) in favor of the Trustee, whereby the Guarantor will guarantee
payment when due of Debt Service on the Bonds.



               As additional security for the payment of the Bonds, the Guarantor will
cause Chase Manhattan Bank Delaware (in its capacity as issuer of the initial
letter of credit referred to below, the “Credit Obligor”) to issue an
irrevocable letter of credit in favor of the Trustee in the amount of (i) the
aggregate principal amount of the Bonds, to enable the Trustee to pay the
principal amount of the Bonds when due and to pay the principal portion of the
purchase price of Bonds tendered (or deemed tendered) for purchase, plus (ii)
interest on the Bonds for a period of 56 days at the rate of 12% per annum, to
enable the Trustee to pay interest on the Bonds when due and to pay the
interest portion of the purchase price of Bonds tendered (or deemed tendered)



 









 





for purchase. The initial letter of credit to be delivered to the Trustee
and any substitute letter of credit delivered to the Trustee pursuant to this
Indenture are herein referred to as the “Letter of Credit”.



               The Letter of Credit is initially issued pursuant to various credit,
guaranty and security agreements among the Credit Obligor, the Issuer, the
User, and persons related to the User, which evidence, guarantee or provide
security for the obligations of the User to reimburse the Credit Obligor for
draws under the Letter of Credit and the observance and performance of various
agreements of the User related thereto (collectively the “Credit Documents”).



               NOW, THEREFORE, for and in consideration of the premises, the consummation
by the Issuer and the Trustee of the transactions contemplated by the Indenture
and the Lease Agreement and the purchase of the Bonds by all Holders thereof,
the Guarantor hereby covenants, agrees and binds itself as follows:



ARTICLE I




Provisions of General Application




               SECTION 1.01 Definitions



               For all purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires:



               “Beneficial Owners” shall mean the owners of the beneficial interests in
the Bonds.



               “Code” means the Internal Revenue Code of 1986, as amended.



               “Default” shall mean an event or condition the occurrence of which would,
with or without the lapse of time or the giving of notice or both, be an Event
of Default.



               “Event of Default” shall mean an event as defined in Article VI.



               “Financing Documents” shall mean collectively the Indenture, the Lease
Agreement, the Bond Guaranty Agreement, the Credit Documents, and the
Remarketing Agreement (as defined in the Indenture).



               “Financing Participants” shall mean the parties to the Financing
Documents.



               “Holder” means the Beneficial Owners of any of the Bonds or a former
Beneficial Owner of any of the Bonds entitled to enforce any rights hereunder.



               “Lien” shall mean any interest in Property securing an obligation owed to,
or a claim by, a Person other than the owner of the Property, whether such
interest is based on the common law, statute or contract, and including but not
limited to the security interest or lien arising from a mortgage, encumbrance,
pledge, conditional sale or trust receipt or a lease assignment or bailment for
security purposes. For the purposes of this Agreement, the Guarantor shall be



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deemed to be the owner of any Property which it shall have acquired or
holds or hold subject to a conditional sale agreement, financing lease or other
arrangement pursuant to which title to the Property has been retained by or
vested in some other person for security purposes.



               “Material Adverse Effect” shall mean any act or circumstance or event
which
(i) causes an Event of Default or Default, (ii) otherwise might be
material and adverse to the financial condition or business operations of the
Guarantor or (iii) would adversely affect the validity or enforceability of any
of the papers executed in connection with the Bonds.



               “Person” shall mean and include an individual, a partnership, a joint
venture, a corporation, an association, a trust, an unincorporated organization
and a government or any department, agency or political subdivision thereof.



               “Property” shall mean any interest in any kind of property or asset,
whether real, personal or mixed, or tangible or intangible.



               “Tribunal” shall mean any state, commonwealth, federal, foreign, district,
territorial, or other court or governmental department, board, bureau, agency
or instrumentality having jurisdiction over Guarantor.



               SECTION 1.02 Accounting Principles



               Where the character or amount of any asset or liability or item of income
or expense is required to be determined is required to be made for the purposes
of this Agreement, this shall be done in accordance with the system of
accounting used by Guarantor in preparation of its federal income tax returns.
The User shall maintain books and records in accordance with generally accepted
accounting principles (“GAAP”) consistently applied.



               SECTION 1.03 Action Taken Directly or Indirectly



               Where any provision in this Agreement refers to action to be taken by any
Person, or which such Person is prohibited from taking, such provision shall be
applicable whether such action is taken directly or indirectly by such Person.



               SECTION 1.04 Governing Law



               This Agreement shall be governed by and construed in accordance with the
laws of the State of Alabama.



               SECTION 1.05 General Rules of Construction




          (1) Capitalized terms used herein without definition shall have the
meaning assigned to them in the Indenture.




          (2) Singular terms shall include the plural as well as the singular,
and vice versa.



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          (3) All references in this instrument to designated “Articles”,
“Sections” and other subdivisions are to the designated Articles,
Sections and subdivisions of this instrument as originally executed.




          (4) The terms “herein”, “hereof” and “hereunder” and other words of
similar import refer to this Agreement as a whole and not to any
particular Article, Section or other subdivision.



               SECTION 1.06 Effect of Headings and Table of Contents



               The Article and Section headings herein and in the Table of Contents are
for convenience only and shall not affect the construction hereof.



ARTICLE II




Guaranty




               SECTION 2.01 Guaranty of Payment of Bond



               (a) The Guarantor hereby absolutely and unconditionally guarantees (i) the
punctual payment when due (whether at stated maturity, by acceleration or call
for redemption or otherwise), in lawful money of the United States of America,
of any and all sums which may become due at any time or from time to time to
each Holder as Debt Service on the Bonds, including interest on any past due
amounts of Debt Service (but without regard to any provision set forth in the
Bonds or the Indenture limiting the sources of payment of amounts becoming due
on the Bonds), (ii) the full and prompt payment of all costs and expenses,
including court costs and reasonable attorneys’ fees, incurred by the Trustee
or any Holder in attempting to collect or enforce any such obligations), and
(iii) the prompt payment of all other amounts payable by the Issuer under the
Indenture. If a Holder or the Trustee shall fail to receive any such payment
when due as aforesaid, the Guarantor shall immediately pay to the Holder or the
Trustee, as appropriate, in lawful money of the United States of America, an
amount equal to the required payment; provided, anything herein to the contrary
notwithstanding, there shall be credited against any amounts owing to the
Holders hereunder all amounts theretofore paid to the Trustee by the Guarantor
pursuant to any of the Financing Documents with respect to the Bonds held by
such Holders.



               (b) The guaranty set forth in this Section is an absolute and irrevocable
guaranty of payment and not of collectibility or performance and is in no way
conditioned or contingent upon any attempt to collect from the Issuer or any
other Person or to realize upon any Property subject to the Lien of the
Indenture or upon any other direct or indirect security for the Bonds, or to
resort to any other remedies.



               (c) Each default in payment of Debt Service shall give rise to a separate
cause of action hereunder and separate suits may be brought hereunder as each
cause of action arises.



               (d) The Guarantor hereby waives all of the following and all defenses,
counterclaims, or offsets which the Guarantor may have by reason thereof: (1)
notice of acceptance hereof, notice of any action taken or omitted in reliance
hereon, notice of any defaults by the Is-



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suer in the payment of any such sums, and notice of the creation, renewal,
or accrual of any liability of the Issuer, (2) any presentment, demand, notice
or protest of any kind, (3) any right (i) to have the Issuer joined with the
Guarantor in any suit brought against the Guarantor on this Agreement, (ii) to
require the Trustee or a Holder to forthwith bring suit against the Issuer on
the Bonds, and (iii) to require that the Trustee or a Holder obtain any
judgment against the Issuer on the Bonds in connection with the enforcement of
any rights against the Guarantor hereunder, and (4) any other act or thing
(including without limitation alteration of the Bonds, Letter of Credit or the
Financing Documents or debt evidenced thereby or security therefor), or
omission or delay to do any other act or thing which may, by operation of law
or otherwise, in any manner or to any extent vary the risk of the Guarantor or
which might otherwise operate as a discharge of the Guarantor.



               (e) The guaranty set forth in this Section shall remain in full force and
effect without reference to future changes in conditions, including, to the
extent permitted by applicable law, changes in law, until all Holders shall
have been indefeasibly paid in full all sums due under the terms and provisions
of the Bonds and the Lease Agreement notwithstanding any terms or provisions
contained in the Bonds (including any discharge or termination of the Indenture
as a result of deposits being made with the Trustee), and until such sums are
not subject to rescission or repayment upon any bankruptcy, insolvency,
arrangement, reorganization, moratorium, receivership or similar proceeding
affecting the Issuer or the Guarantor.



               SECTION 2.02 Indemnification Against Invalidity



               (a) If, at any time and for any reason whatsoever, an Adjudication of
Invalidity (as defined hereinafter) shall have been made, the Guarantor hereby
agrees to indemnify and save the Holders harmless from the consequences of such
an event by purchasing the Bonds at a price equal to the outstanding principal
amount thereof plus interest accrued thereon to the date of the purchase. A
purchase will be made within thirty days after receipt by the Guarantor of a
written request from a Holder, which written request shall specify that an
Adjudication of Invalidity has occurred. The Guarantor shall be obligated to
make such purchase without the necessity of any showings or proofs on the part
of a Holder that such Holder has suffered any losses or damages (such losses
and damages being conclusively presumed upon the occurrence of an Adjudication
of Invalidity). The term “Adjudication of Invalidity” shall mean either (i) a
final, unappealable adjudication by any court of competent jurisdiction,
binding upon the Guarantor or the Issuer (or any of them), or if not binding
upon the Guarantor or the Issuer (or any of them), applicable to the Bonds in
the unqualified Opinion of Bond Counsel satisfactory to the Trustee, such
opinion being in form and substance reasonably satisfactory to the Guarantor,
that, under the constitution or general laws of the State of Alabama, the
Issuer or the Trustee or the Credit Obligor lacked authority to do any one or
more of the following at the time any one of the following was done: (a) issue
the Bonds, (b) enter into the Indenture, (c) issue the Letter of Credit, or (d)
enter into the Lease Agreement; or (ii) a final, unappealable adjudication by
any such court that the Bonds (or, on a ground applicable to the Bonds, that
any other obligations) are otherwise invalid for any other reason whatsoever,
including, without limitation, any invalidity or irregularity in any statutory,
judicial or other proceedings relating to the formation or existence of the
Issuer, relating to the issuance of the Bonds or the Letter of Credit or
relating to the execution and delivery of any of the Financing Documents. The
obligation to purchase the Bonds in the event of an Adjudication of Invalidity
shall apply even though the Bonds or a part thereof may have



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been called for redemption and shall apply even after the date set for
redemption if the Bonds shall not yet have been redeemed. The Guarantor shall
give or cause to be given at their expense to the Trustee prompt written notice
of any Adjudication of Invalidity of which the Guarantor may become aware, and
the Trustee shall give written notice of such Adjudication of Invalidity to the
Holders.



               (b) No purchase of the Bonds by the Guarantor pursuant to this Section
shall relieve the Guarantor of its obligation to pay Basic Rental Payments upon
the occurrence of a Determination of Taxability.



               (c) Whether or not there is an Adjudication of Invalidity and in addition
to the foregoing, the Guarantor hereby agrees to indemnify and save each Holder
and the Trustee harmless from and against all damage, loss, cost or expense
(including reasonable attorneys’ fees) which any Holder or the Trustee may
incur or be subject to as a consequence, direct or indirect, of (1) such
Adjudication of Invalidity, (2) any breach by the Guarantor or the Issuer (or
any of them) of any representation, warranty, covenant, term or condition in,
or the occurrence of any default or any Event of Default under any Financing
Document, the Letter of Credit, or the Bonds, together with all reasonable
expenses resulting from the compromise or defense of any claims or liabilities
arising as a result of any such breach or default or Event of Default, (3) any
legal action commenced to challenge the validity of any of the Financing
Documents, the Letter of Credit or the Bonds, and (4) any other cause relating
to any of the Financing Documents, the Letter of Credit or the Bonds. The
Guarantor shall be obligated to make the payments described in this paragraph
only after receipt from a Holder of written notice requesting that such
payments be made, identifying the reason for such payments and specifying the
amounts to be paid. The Guarantor shall make such payments to the Holder
within thirty days after receipt of such notice.



               (d) The obligations of the Guarantor under this Section constitute
original undertakings on the part of the Guarantor, are not collateral to the
obligations of the Issuer or any other person or entity with respect to the
Bonds, and are independent, separate and apart from the guaranty obligations of
the Guarantor set forth under Section 2.01.



               SECTION 2.03 Character of Obligations Hereunder



               (a) All obligations of the Guarantor under this Agreement are
unconditional, primary, absolute and irrevocable under any and all
circumstances. Without limiting the generality of the foregoing, to the
fullest extent permitted under applicable law, the obligations of the Guarantor
hereunder shall not be subject to or impaired by:




          (i) any inability or failure on the part of any party thereto to
perform or comply with the Letter of Credit, the Financing Documents or
the Bonds;




          (ii) any invalidity or irregularity in any statutory or other
proceedings relating to the formation or existence of the Issuer, to the
issuance of the Bonds or to the execution and delivery of any Financing
Document;




          (iii) any invalidity or unenforceability of, or any impairment,
modification or release of liability of any party under, or any
impossibility, impracticability, illegality or frustration of performance
by any party of, the Letter of Credit, the Financing Documents



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          or the Bonds, for any reason whatsoever, including, without
limitation, any decision by any court invalidating or otherwise affecting
the obligations of any party under or in connection with the Letter of
Credit, the Financing Documents or the Bonds;




          (iv) any inability or failure on the part of the Guarantor to
perform or comply with the Lease Agreement;




          (v) any invalidity or unenforceability of, or any impairment,
modification or release of liability of the Guarantor under, or any
impossibility, impracticability, illegality or frustration of performance
by the Guarantor of this Agreement;




          (vi) the voluntary or involuntary liquidation, dissolution, merger,
consolidation, sale or other disposition of all or substantially all of
the assets, marshalling of assets and liabilities, receivership,
insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, moratorium, arrangement, composition with creditors or
readjustment of debt of, or other similar proceedings affecting, the
Issuer (including any payments to be received by the Issuer under the
Lease Agreement in connection with any of the aforementioned proceedings
or events), the Credit Obligor or the Guarantor;




          (vii) any waiver, consent, extension, indulgence or other action or
inaction in respect of the Letter of Credit, any Financing Document, or
the Bonds, including any modification, amendment or supplement to any of
the foregoing, the renewal or extension of the Bonds, the release of any
Property subject to the Lien of the Indenture or the Lease Agreement or
any other similar act;




          (viii) any right of setoff, counterclaim or defense, or any act,
omission or breach on the part of the Issuer, the Credit Obligor or the
Guarantor;




          (ix) any claim whatsoever against the Issuer;




          (x) any defect in the title, compliance with specifications, value,
condition, design, operation, merchantability, quality, durability or
suitability of, consequences of use or misuse of, or unfitness for use
of, the Project or any part thereof, any abandonment, destruction,
noncompletion, requisition, condemnation, foreclosure of or damage to the
Project or any part thereof, or any event of force majeure relating to
the Project or any part thereof;




          (xi) any breach of any representation or warranty relating to the
Bonds or the Project;




          (xii) any release, extinguishment or satisfaction of the Issuer’s
obligations to make payments of Debt Service until there have been paid
to the Trustee or the Holders in lawful currency of the United States an
amount sufficient to pay all Debt Service (including interest on overdue
amounts of Debt Service including, to the extent permitted by applicable
law, interest) that would have been due and owing to the Holders by the
Issuer had the Issuer’s obligations not been so released, extinguished or
satisfied;



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          (xiii) the failure to give notice to the Guarantor of the occurrence
of any default or event of default under the Bonds, the Letter of Credit
or the Financing Documents;




          (xiv) the compromise, settlement, release or termination of any or
all of the obligations, covenants or agreements of any of the parties to
any of the Financing Documents (the “Financing Participants”) under the
Bonds, the Letter of Credit or the Financing Documents;




          (xv) any assignment, pledge or mortgage of all or any part of the
interest of any of the Financing Participants in the Project or the Trust
Estate;




          (xvi) any waiver of the payment, performance or observance by any of
the Financing Participants of any obligation, agreement or covenant of
any of them contained in the Bonds, the Letter of Credit or the Financing
Documents;




          (xvii) the extension of the time for payment of Debt Service on the
Bonds or any part thereof or of the time for performance of any other
obligations, agreements or covenants of any of the Financing Participants
under the Bonds, the Letter of Credit or the Financing Documents;




          (xviii) the modification or amendment (whether material or
otherwise) of any obligation, agreement or covenant contained in the
Bonds, the Letter of Credit or the Financing Documents;




          (xix) any failure, omission, or delay on the part of any of the
Financing Participants to enforce, assert or exercise any right, power or
remedy conferred upon any of them by the Bonds, the Letter of Credit or
the Financing Documents;




          (xx) the bankruptcy, insolvency, reorganization, appointment of a
receiver for, or dissolution of any of the Financing Participants, or the
entering by any or all of them into an agreement of composition with
creditors, or the making by any or all of them of an assignment for the
benefit of creditors;




          (xxi) any rights of set-off, recoupment, counterclaim or other
defense, whether similar or dissimilar to the foregoing, which the
Guarantor might otherwise have against any of the Financing Participants
or any other person;




          (xxii) the default or failure of any one or more of the Financing
Participants to perform fully any obligation, covenant or agreement
contained in the Bonds, the Letter of Credit or the Financing Documents;




          (xxiii) the release or discharge of any one or more of the Financing
Participants by operation of law, to the extent that such release or
discharge may be lawfully avoided, from the performance or observance of
any agreement or covenant contained in the Bonds, the Letter of Credit or
the Financing Documents;




          (xxiv) the invalidity or unenforceability of the Bonds, the Letter
of Credit or the Financing Documents or of any provision of such
instruments.



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               (b) The Guarantor acknowledges that this Agreement is executed for the
benefit of the Holders and the Trustee and that the Bonds will be purchased in
reliance on this Agreement. No act of commission or omission of any kind at
any time on the part of the Trustee or any Holder in respect of any matter
whatsoever shall in any way affect or impair any right, power or benefit of the
Trustee, or any Holder under this Agreement and, to the extent permitted by
applicable law, no setoff, claim, reduction, diminution of any obligation, or
any defense of any kind or nature which the Guarantor may have against the
Trustee or any Holder, shall be available against the Trustee or any Holder in
any suit or action brought by the Trustee or any Holder to enforce any right,
power or benefit under this Agreement. Any conflict or ambiguity between this
Agreement and the other Financing Documents shall be interpreted and determined
in the manner most favorable to the Trustee and the Holders.



ARTICLE III




Determination of Taxability




               SECTION 3.01 Payments by the Guarantor



               In connection with a Determination of Taxability, the Guarantor agrees to
pay, in addition to the amounts specified in the Bonds and in the Lease
Agreement, the reasonable fees and expenses of the Trustee incurred in
connection therewith.



               SECTION 3.02 No Obligation to Contest or Appeal



               No Holder shall have any duty to make any contest of such a Determination
of Taxability or to pursue any appeal of, or have any communication with the
Internal Revenue Service concerning, such Determination of Taxability.



ARTICLE IV




Business Covenants




               SECTION 4.01 Affirmative Covenants



               The Guarantor covenants that so long as this Agreement is in effect, the
Guarantor shall



               (a) Existence; Properties, Etc. (i) Do or cause to be done all things
necessary to preserve and keep in full force and effect the legal existence of
the Guarantor and all privileges, rights and franchises and comply with all
laws where failure to so comply would have a Material Adverse Effect; (ii) at
all times maintain, preserve and protect all of its property used or useful in
the conduct of its business where the failure to so maintain, preserve and
protect would have a Material Adverse Effect, and keep the same in good repair,
working order and condition, and from time to time make, or cause to be made,
all necessary and proper repairs, renewals and replacements, betterments and
improvements thereto so that (a) the business carried on in connection
therewith may be properly and advantageously conducted at all times and (b) the
failure to so repair or replace would not have a Material Adverse Effect; (iii)
at all times keep its insurable properties adequately insured and maintain,
where the failure to so keep and maintain would



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have a Material Adverse Effect, (a) insurance to such extent and against
such risks, including fire, as is customary with companies in the same or
similar business, (b) necessary worker’s compensation insurance, and (c) such
other insurance as may be required by law or as may be reasonably required in
writing by the Trustee; and (iv) cause the Credit Obligor to be named as loss
payee on each of said policies relating to the Project.



               (b) Payment of Indebtedness, Taxes, etc. (i) Pay all of its indebtedness
and obligations promptly and in accordance with normal terms where failure to
pay would have a Material Adverse Effect, and (ii) pay and discharge or cause
to be paid or discharged promptly all taxes, assessments and governmental
charges or levies imposed upon it or upon its income and profits, or upon any
of its Property, real, personal or mixed, or upon any part thereof, before the
same shall become in default, as well as all lawful claims for labor, materials
and supplies or otherwise, which, if unpaid, might become a lien upon such
properties or any part thereof where failure to pay would have a Material
Adverse Effect; provided, however, that the Guarantor shall not be required to
pay and discharge any such tax, assessment, charge, levy or claim so long as
the validity thereof shall be contested in good faith by appropriate
proceedings and the Guarantor shall have set aside on its books adequate
reserves with respect to any such tax, assessment, charge, levy or claim so
contested.



               (c) Further Assurances. On request of the Trustee, promptly correct any
defect, error or omission which may be discovered in the contents of any of the
papers executed in connection with the Bonds or in the execution or
acknowledgement thereof, and execute, acknowledge and deliver such further
instruments and do such further acts as may be necessary or as may be requested
by the Trustee to carry out more effectively the purposes of this Agreement and
the papers executed in connection with the Bonds.



               SECTION 4.02 Information as to Guarantor



               Financial and Business Information. The Guarantor shall deliver to the
Trustee:




          (a) Notice of Default or Event of Default. Immediately upon
becoming aware of the existence of any condition or event which
constitutes a default or an event of default under any Financing
Document, a written notice specifying the nature and period of existence
thereof and what action the Guarantor is taking or proposes to take with
respect thereto;




          (b) Notice of Claimed Default. Immediately upon becoming aware that
a Holder or the holder of any evidence of indebtedness or other security
of the Guarantor has given notice or taken any other action with respect
to a claimed default or event of default thereunder which would cause a
default or event of default which would have a Material Adverse Effect, a
written notice specifying the notice given or action taken by such holder
and the nature of the claimed default or event of default and what action
the Guarantor is taking or proposes to take with respect thereto;




          (c) Requested Information and Audits. With reasonable promptness,
such financial and other data and information as from time to time may be
reasonably requested;



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          (d) Notice of Litigation. Immediately upon becoming aware of the
existence of any proceedings before any Tribunal involving the Guarantor
which involves the probability of any final judgment or liability against
such Guarantor in an amount which would have a Material Adverse Effect, a
written notice specifying the nature thereof and what action such
Guarantor is taking and proposes to take with respect thereto; and




          (e) Notice from Regulatory Agencies. Promptly upon receipt thereof,
information with respect to and copies of any notices received from
federal or state regulatory agencies or any Tribunal relating to an
order, ruling, statute or other law or information which might have a
Material Adverse Effect on the franchises, permits, licenses, or rights,
or the condition, financial or otherwise, of the Guarantor.



ARTICLE V




Representations, Warranties and Agreements




               The Guarantor represents, warrants and agrees that:



               SECTION 5.01 No Material Adverse Effect



               Since the date of application to the Credit Obligor for the loan
represented by the Letter of Credit, (i) there has been no change in the
business, prospects, profits, Properties or condition (financial or otherwise)
of the Guarantor, except changes in the ordinary course of business, none of
which individually or in the aggregate has a Material Adverse Effect, (ii) the
Guarantor has not incurred any material liability which has a Material Adverse
Effect, and (iii) there exists no default under the provisions of any
instrument evidencing any such liabilities or under any agreement relating
thereto which would have a Material Adverse Effect.



               SECTION 5.02 Full Disclosure



               No written statement furnished by the Guarantor to the Trustee contains
any untrue statement of a material fact or omits to state a material fact
necessary to make the statements contained therein or herein not misleading.
There is no fact which the Guarantor has not disclosed to the Trustee in
writing which has a Material Adverse Effect or, so far as the Guarantor can now
foresee, will have a Material Adverse Effect.



               SECTION 5.03 Pending Litigation



               To the Guarantor’s knowledge, there are no proceedings pending, or to the
knowledge of the Guarantor threatened, against or affecting the Guarantor in
any court or before any governmental authority or arbitration board or Tribunal
which involve the possibility of a Material Adverse Effect, or the ability of
the Guarantor to perform this Agreement or to perform the Lease Agreement. The
Guarantor is not in default with respect to any order of any court,
governmental authority, arbitration board or Tribunal which would have a
Material Adverse Effect.



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               SECTION 5.04 Title to Properties



               Except as set forth in the Indenture, the Issuer has good and marketable
title in fee simple to the Project.



               SECTION 5.05 No Defaults



               No event has occurred and no conditions exist which would, in any material
respect, upon the issuance of the Bonds, constitute (i) a default under any
note or other evidence of indebtedness or under any agreement of the Guarantor
if the effect of such default would have a Material Adverse Effect or (ii) a
default or event of default under the Financing Documents or any of them, and
the Guarantor is not in violation in any material respect of any term of any
agreement or other instrument to which it is a party or by which it may be
bound that would have a Material Adverse Effect.



               SECTION 5.06 Governmental Consent



               No consent, approval or authorization of, or filing, registration or
qualification with, any governmental authority on the part of the Guarantor is
required in connection with the execution and delivery of the Financing
Documents to which the Guarantor is a party.



               SECTION 5.07 Use of Proceeds



               The Guarantor will cause the proceeds from the sale of the Bonds to be
applied as provided in the Indenture. None of the transactions contemplated
(including, without limitation thereof, the use of the proceeds from the sale
of the Bonds) will violate or result in a violation of Section 7 of the
Securities Exchange Act of 1934, as amended, or any regulations issued pursuant
thereto, including, without limitation, Regulations G, T, U and X of the Board
of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. The
Guarantor does not own or intend to carry or purchase any “margin security”
within the meaning of said Regulation G including margin securities originally
issued by the Guarantor. None of the proceeds from the sale of the Bonds will
be used to purchase or carry (or refinance any borrowing the proceeds of which
were used to purchase or carry) any “security” within the meaning of the
Securities Exchange Act of 1934, as amended.



               SECTION 5.08 Compliance with Law



               The Guarantor:




          (a) is not in violation of any laws, ordinances, governmental rules
or regulations to which Guarantor is subject, or




          (b) has not failed to obtain any licenses, permits, franchises or
other governmental authorizations necessary to the ownership of the
Property, or to the conduct of the business, of Guarantor,



which violation or failure to obtain would have a Material Adverse Effect.



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               SECTION 5.09 Restrictions on Guarantor



               The Guarantor is not a party to any contract or agreement which requires
consent of any creditor of the Guarantor or other party thereto to the right or
ability of the Guarantor to incur debt or guarantee indebtedness hereunder.



               SECTION 5.10 Maintenance of Tax Exemption



               The Guarantor represents that it has not taken any action, and it knows of
no action that any other Person has taken, which would cause interest on the
Bonds to be includible in the gross income of the holder thereof for federal
income tax purposes, and covenants that it will not take any action or omit to
take any action at any time, or permit any Person to take any action or omit to
take any action at any time, which action or omission would result in the loss
of the exemption from federal income taxation of the interest on the Bonds;
provided that no such representation or covenant is made with respect to any
Bonds for any period during which they are held by a “substantial user” or a
“related person” as those terms are used in Section 147 of the Code. The
Guarantor further represents that it will not take or omit to take any action,
or permit any Person to take any action or omit to take any action, which
action or omission will in any way cause the proceeds from the sale of the
Bonds to be applied, or result in such proceeds being applied, in any manner
other than as provided in the Indenture and the Lease Agreement.



               SECTION 5.11 Indemnification



               (a) The Guarantor will indemnify and hold harmless any Holder and each

Person, if any, who controls any Holder within the meaning of Section 15 of the
Securities Act of 1933, as amended, (any Holder and any such person being in
this Section collectively called a “Holder”) against any and all losses,
claims, damages or liabilities, joint and several, or actions in respect
thereof, to which any Holder may become subject under any statute or common law
or otherwise, insofar as such losses, claims, damages or liabilities, or
actions in respect thereof, arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in this Agreement,
including the financial statements referred to herein, or any omission or
alleged omission to state herein a material fact necessary in order to make the
statements herein not misleading; and will reimburse any Holder for all legal
or other expenses reasonably incurred by such Holder in connection with
investigating or defending any such action or claim.



               (b) If any such action or claim shall be brought or asserted against any
Holder and in respect of which indemnity may be sought from the Guarantor, such
Holder shall promptly notify the Guarantor in writing and the Guarantor shall
assume the defense thereof, including the employment of counsel and the payment
of all expenses. Any Holder shall have the right to employ separate counsel in
any such action and participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such Holder unless (a) the
employment thereof has been specifically authorized by the Guarantor in
writing, (b) the Guarantor has failed to assume the defense and to employ
counsel, or (c) the named parties to any such action (including any impleaded
parties) include both such Holder and the Guarantor, and such Holder shall have
been advised by such counsel that there may be one or more legal defenses
available to it which are different from or additional to those available to
the Guarantor (in which case, if such Holder notifies the Guarantor in writing
that it elects to employ separate counsel at the



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Guarantor’s expense, the Guarantor shall not have the right to assume the
defense of such action on behalf of such Holder, it being understood, however,
that the Guarantor shall not, in connection with any one such action or
separate but substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys for
all such Holders, which firm shall be designated in writing by such Holders).
Each Holder, as a condition of such indemnity, shall use its best efforts to
cooperate with the Guarantor in the defense of any such action or claim. The
Guarantor shall not be liable for any settlement of any such action effected
without its written consent, but if settled with the written consent of the
Guarantor, or if there be a final judgment for the plaintiff in any such
action, the Guarantor agrees to indemnify and hold harmless any such Holder
from and against any loss or liability by reason of such settlement or
judgment.



               SECTION 5.12 Survival of Representations, Warranties and Covenants



               The representations, warranties and covenants of the Guarantor contained
in this Agreement, and any other document, instrument and agreement referred to
or contemplated by this Agreement, shall remain operative and in full force and
effect regardless of (i) any investigation made by or on behalf of the Issuer,
any Holder or any other Person, or (ii) delivery of, and payment for, the
Bonds.



ARTICLE VI




Events of Default and Remedies




               SECTION 6.01 Events of Default



               An “Event of Default” shall exist under this Agreement if any of the
following occurs and is continuing (whatever the reason for such event and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):




          (a) Particular Covenant Defaults. The Guarantor fails to perform or
observe any covenant or agreement contained in Sections 2.01 or 2.02 for
a period of five business days after the earlier of (i) notification by
the Trustee or a Holder of such failure or (ii) such other time as the
Guarantor shall have actual knowledge thereof;




          (b) Other Defaults. The Guarantor fails to comply with any other
provision of this Agreement, and such failure continues for a period of
thirty days after the earlier of (i) notification by the Trustee or a
Holder of such failure or (ii) such other time as the. Guarantor shall
have actual knowledge thereof;




          (c) Warranties or Representations. Any warranty, representation or
other statement by or on behalf of the Guarantor contained in this
Agreement, or in any instrument furnished in compliance with or in
reference to this Agreement, is false or misleading in any material
respect and action which eliminates such falsity or misleading character
is not completed for a period of thirty days after the earlier of (i)
notification by the



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Trustee or any Holder of such false or misleading statement or (ii)
such other time as the Guarantor shall have actual knowledge thereof;




          (d) Default on Other Indebtedness. Default by the Guarantor in any
payment of any obligation for money received as an advance (or any
obligation under any conditional sale or other title retention agreement
or any obligation issued or assumed as full or partial payment for
property whether or not secured by purchase money lien or any obligation
under notes payable or drafts accepted representing extensions of credit)
beyond any grace period provided with respect thereto, or default in the
performance of any other agreement, term or condition contained in any
agreement under which such obligation is created (or any other default
under any such agreement which shall occur and be continuing beyond any
period of grace provided with respect thereto), if the effect of such
default would have a Material Adverse Effect, and such default shall
remain uncured for a period of ten days after the Guarantor has notice
thereof;




          (e) Involuntary Bankruptcy Proceedings. A receiver, liquidator or
trustee of the Guarantor, or of any of its Property, is appointed by
court order and such order remains in effect for more than sixty days, or
an order or decree for relief in an involuntary bankruptcy case is
entered with respect to the Guarantor, or any of its Property is
sequestered by court order and such order remains in effect for more than
sixty days, or a petition is filed against the Guarantor under any
bankruptcy, reorganization, arrangement, insolvency, readjustment of
debt, dissolution or liquidation law of any jurisdiction, whether now or
hereafter in effect, and is not dismissed within sixty days after such
filing;




          (f) Voluntary Petitions. The Guarantor files a petition in
voluntary bankruptcy or seeking relief under any provision of any
bankruptcy, reorganization, arrangement, insolvency, readjustment of
debt, dissolution or liquidation law of any jurisdiction, whether now or
hereafter in effect, or consents to the filing of any petition against it
under any such law;




          (g) General Assignment for Benefit of Creditors, etc. The Guarantor
makes a general assignment for the benefit of its creditors, or is unable
to pay its debts generally as they become due, or consents to the
appointment of a receiver, trustee or liquidator of the Guarantor, or of
all or any part of its Property;




          (h) Undischarged Final Judgments or Settlements. One or more final
judgments shall be entered against the Guarantor, or the Guarantor shall
enter into settlement of any litigation, which judgments and settlements
are not covered by insurance, and which judgments and settlements will
have a Material Adverse Effect on the Guarantor; or




          (i) Other Defaults. The occurrence of an event of default, as
therein defined, under any other Financing Document (other than the
Credit Documents) and the expiration of the applicable grace period, if
any, specified therein.



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               SECTION 6.02 Remedies



               If an Event of Default exists, the Trustee may, only with the consent of
the Credit Obligor if the Letter of Credit is in effect and the Credit Obligor
has not dishonored a draft thereunder (presented in strict conformance with
such Letter of Credit) and a Credit Obligor Insolvency Date shall not have
occurred, proceed to protect its rights and the rights of the Holders of the
Bonds by suit in equity, action at law or other appropriate proceedings,
whether for the specific performance of any covenant or agreement of any of the
Guarantor herein contained or in aid of the exercise of any power or remedy
granted to the Trustee under the other Financing Documents. The Trustee may
proceed directly against the Guarantor as provided herein without resorting to
any other remedies which it may have and without proceeding against any other
security held by the Trustee.



               SECTION 6.03 Limitation on Suits



               No Holder shall have any right to institute any proceeding, judicial or
otherwise, under or with respect to this Agreement, unless




          (1) such Holder has previously given written notice to the Trustee
of a continuing Event of Default;




          (2) the Holders of not less than 25% in principal amount of the
Outstanding Bonds shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name
as Trustee hereunder;




          (3) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;




          (4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity shall have failed to institute any such
proceedings; and




          (5) no direction inconsistent with such written consent has been
given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Outstanding Bonds,



it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Agreement to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Agreement, except in the manner herein
provided and for the equal and ratable benefit of all Outstanding Bonds.




		
	          
   SECTION 6.04	Unconditional Right of Bondholders to Receive
Principal, Premium and Interest





               Notwithstanding any other provision in this Agreement, the Holder of any
Bond shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and interest on such Bond on
the respective stated maturity and due dates expressed in such Bond (or, in the
case of redemption, on the redemption date) and to institute



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suit for the enforcement of any such payment, and such rights shall not be
impaired without the consent of such Holder.



               SECTION 6.05 Application of Money Collected



               Any money collected by the Trustee pursuant to this Agreement shall be
applied to the payment of the whole amount then due and unpaid upon the
Outstanding Bonds for principal (and premium, if any) and interest, in respect
of which or for the benefit of which such money has been collected; and in case
such money shall be insufficient to pay in full the whole amount so due and
unpaid upon such Bonds, then to the payment of such principal (and premium, if
any) and interest, without any preference or priority, ratably according to the
aggregate amount so due.



               SECTION 6.06 Agreement to Pay Attorneys’ Fees



               In the event the Guarantor should default under any of the provisions of
this Agreement and the Trustee (in its own name or in the name and on behalf of
the Holders) should employ attorneys or incur other expenses for the collection
of any payments due hereunder or the enforcement of performance or observance
of any agreement or covenant on the part of the Guarantor herein contained, the
Guarantor will on demand therefor pay to the Trustee the reasonable fees of
such attorneys and such other reasonable expenses so incurred.



               SECTION 6.07 Waiver of Past Defaults



               (a) Before any judgment or decree for payment of money due has been
obtained by the Trustee, the Holders of not less than a majority in principal
amount of the Outstanding Bonds may, by Act of such Holders delivered to the
Trustee and the Guarantor, on behalf of the Holders of all the Bonds, waive any
past default hereunder and its consequences, except for a default in the
payment of any sums due pursuant to Article 2.



               (b) Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Agreement and the Indenture; but no such waiver shall extend to
any subsequent or other default or impair any right consequent thereon.



               SECTION 6.08 No Additional Waiver Implied by One Waiver



               If any agreement contained in this Agreement should be breached by the
Guarantor and thereafter waived by the Holders of not less than a majority in
principal amount of the Outstanding Bonds, such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach
hereunder.



               SECTION 6.09 Remedies Subject to Applicable Law



               All rights, remedies and powers provided by this Article may be exercised
only to the extent the exercise thereof does not violate any applicable
provision of law in the premises, and all the provisions of this Article are
intended to be subject to all applicable mandatory provi-



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sions of law which may be controlling in the premises and to be limited to
the extent necessary so that they will not render this Agreement invalid or
unenforceable.



ARTICLE VII




Miscellaneous




               SECTION 7.01 Consent to Service of Process



               The Guarantor irrevocably (a) agrees that any suit, action or other legal
proceeding arising out of this Agreement may be brought in the courts of record
of the State of Alabama or the courts of the United States located in the State
of Alabama; (b) consents to the jurisdiction of each such court in any such
suit, action or proceeding, and (c) waives any objection which the Guarantor
may have to trial by jury or the laying of venue of any such suit, action or
proceeding in any of such courts.



               SECTION 7.02 Benefit of the Agreement



               This Agreement is entered into by the Guarantor for the benefit of the
Trustee and the Holders from time to time of the Bonds, all of whom shall,
subject to the provisions hereof, be entitled to enforce performance and
observance of each and every provision of this Agreement to the same extent as
if they were parties signatory hereto. The Guarantor hereby expressly waives
notice from the Trustee or the Holders from time to time of the Bonds of their
acceptance and reliance on this Agreement.



               SECTION 7.03 Notices



               (a) Any request, demand, authorization, direction, notice, consent, or
other document provided or permitted by this Agreement to be made upon, given
or furnished to, or filed with, the Guarantor or the Trustee shall be
sufficient for every purpose hereunder if in writing and (except as otherwise
provided in this Agreement) either (i) delivered personally to the party or, if
such party is not an individual, to an officer, or other legal representative
of the party to whom the same is directed (provided that any document delivered
personally to the Trustee must be delivered at its Principal Office during
normal business hours) at the address specified in Section 1.10 of the
Indenture or (ii) mailed by first-class, registered or certified mail, postage
prepaid and addressed as so specified. Either party may change the address for
receiving any such notice or document by giving notice of the change to the
other party as provided in this Section.



               (b) Any such notice or other document shall be deemed delivered when
actually received by the party to whom directed (or, if such party is not an
individual, to an officer, or other legal representative of the party) at the
address specified pursuant to this Section, or, if sent by mail, three days
after such notice or document is deposited in the United States mail, proper
postage prepaid, addressed as provided above.



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               SECTION 7.04 Amendments



               (a) This Agreement may not be amended without the prior written consent of
each party hereto and unless there has first been delivered to the Trustee, the
Guarantor and the Remarketing Agent an Opinion of Bond Counsel that such action
will not, whether solely or in conjunction with any other fact or circumstance,
cause the interest on the Bonds to be or to become Taxable.



               (b) Without the consent of the Holders of any Bonds, the Guarantor may
from time to time enter into one or more amendments hereto, in form
satisfactory to the Trustee, for any of the following purposes:




               (1) to add to the covenants of the Guarantor for the benefit of the
Holders and to make the occurrence, or the occurrence and continuance, of
a default in any of such additional covenants an Event of Default
permitting the enforcement of all or any of the several remedies provided
in this Agreement or the Indenture; provided, however, that with respect
to any such additional covenant such amendment to this Agreement may
provide for a particular period of grace after default (which period may
be shorter or longer than that allowed in the case of other defaults) or
may provide for an immediate enforcement upon such default or may limit
the remedies available to the Trustee and the Holders upon such default;
or




               (2) to surrender any right or power herein conferred upon the
Guarantor; or




               (3) to cure any ambiguity, to correct or supplement any provision
herein which may be inconsistent with any other provision herein or to
make any other provision, with respect to matters or questions arising
under this Agreement, which shall not be inconsistent with provisions of
this Agreement; provided such action shall not, in the judgment of the
Trustee, adversely affect the interests of the Holders.



               (c) With the consent of the Holders of not less than a majority in
principal amount of the Bonds then Outstanding, by Act of such Holders
delivered to the Trustee, the Guarantor may enter into an amendment hereto for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Trustee or of the Holders under this Agreement;
provided, however, that no such amendment shall, without the consent of the
Holder of each Outstanding Bond affected thereby,




               (1) reduce the amount, coverage or scope of the obligations
contained in Article 2




               (2) change the absolute and unconditional nature of such
obligations, or




               (3) reduce the principal amount of Outstanding Bonds, the Holders of
which are required to consent to such amendment, change or modification.



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               (d) If the Credit Obligor is not in default under the Letter of Credit, no
amendment or change to this Agreement may be made without the prior written
consent of the Credit Obligor.



               SECTION 7.05 Reproduction of Documents



               The Guarantor hereby agrees that any Financing Document and all documents
relating thereto, including, without limitation, (a) supplements, consents,
waivers and modifications which may hereafter be executed, (b) documents
received by any Holder at any closing of any purchase of the Bonds and (c)
financial statements, certificates and other information previously or
hereafter furnished to the Trustee or any Holder, may be reproduced by the
Trustee or such Holder by any photographic, photostatic, microfilm, microcard,
miniature photographic or other similar process and they may destroy any
original document so reproduced. To the extent permitted by law, the Guarantor
agrees and stipulates that any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative proceeding
(whether or not the original is in existence and whether or not such
reproduction was made by them in the regular course of business) and that any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.



               SECTION 7.06 Survival



               All warranties, representations and covenants made by the Guarantor herein
or on any certificate or other instrument delivered by them or on their behalf
under this Agreement shall be considered to have been relied upon by the
Trustee and the Holders regardless of any investigation made by them or on
their behalf. All statements in any such certificate or other instrument shall
constitute warranties and representations by the Guarantor hereunder.



               SECTION 7.07 Successors and Assigns



               The terms of this Agreement shall inure to the benefit of and be binding
upon the heirs, executors, administrators, successors and assigns of each of
the parties. The provisions of this Agreement are intended to be for the
benefit of all Holders, and shall be enforceable for the benefit of any such
Holder, whether or not an express assignment to such Holder of rights under
this Agreement has been made by any previous Holder or its successors or
assigns.



               SECTION 7.08 Effective Date of Agreement



               The obligations of the Guarantor hereunder shall arise absolutely and
unconditionally when the Bonds shall have been issued, sold and delivered by
the Issuer.



               SECTION 7.09 Entire Agreement; Counterparts



               This Agreement constitutes the entire agreement, and supersedes all prior
agreements and understandings, both written and oral, between the parties with
respect to the subject matter hereof and may be executed simultaneously in
several counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and the same instrument.



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               SECTION 7.10 Severability



               The invalidity or unenforceability of any one or more phrases, sentences,
clauses or sections contained in this Agreement shall not affect the validity
or enforceability of the remaining portions of this Agreement, or any part
thereof.



               SECTION 7.11 Date For Identification Purposes Only



               The date of this Agreement is for identification purposes only and is not
intended to indicate that this Agreement was executed on such date.



               SECTION 7.12 Exceptions to Covenants



               The Guarantor shall not be deemed to be permitted to take any action or
fail to take any action which is permitted as an exception to any of the
covenants contained herein or which is within the permissible limits of any of
the covenants contained herein if such action or omission would result in the
breach of any other covenant contained herein.



               SECTION 7.13 Waivers



               The Guarantor hereby waives, as to the enforcement of this Agreement, (i)
all rights of exemption that it may have under the constitution and laws of the
State of Alabama or any other state as to any levy on and sale of property, and
(ii) until the Bonds have been Fully Paid, any rights of subrogation it may
have against the Issuer or others by reason of the Guarantor’s performance
under this Agreement.



               SECTION 7.14 Termination of Agreement



               This Agreement shall terminate when the Bonds shall have been Fully Paid.



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               IN WITNESS WHEREOF, the Guarantor has caused this Agreement to be executed
in its name and behalf under its corporate seal, and the same to be attested,
all by officers thereof duly authorized thereunto, and the Trustee has executed
this Agreement by causing its name to be hereunto subscribed by one of its duly
authorized officers, all as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	 	 	BOSTROM SEATING, INC.,
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	Donald C. Mueller
	

	 	 	 	 	 	

	

	 	 	 	Its:
	 	Treasurer
	 
	 	 	 	 	 	 
	SEAL
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Attest:Kenneth M. Tallering	 	 	 	 
	

	 	             Its Secretary	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	Accepted:


NBD BANK, as Trustee

Birmingham, Alabama
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ Illegible
	 
	 	 	 	 	 	 
	

	 	 	 	Its:
	 	Assistant Vice President








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