REMARKETING AGENT AGREEMENT



 





Exhibit 4.7














REMARKETING AGENT AGREEMENT




among




BOSTROM SEATING, INC.

as User




THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PIEDMONT



as Issuer




And




MERCHANT CAPITAL, L.L.C.



as Remarketing Agent




Dated March 1, 1999
















 









 








REMARKETING AGENT AGREEMENT




               This Remarketing Agent Agreement (the “Remarketing Agreement”) is made and
entered into by the undersigned BOSTROM SEATING, INC., THE INDUSTRIAL
DEVELOPMENT BOARD OF THE CITY OF PIEDMONT, and MERCHANT CAPITAL, LLC., as of
March 1, 1999. For and in consideration of the covenants herein made, and
subject to the conditions herein set forth, the parties hereto agree as
follows:



               Section 1. Definitions.



               All capitalized terms used herein without definition shall have the
meaning ascribed to them in the Trust Indenture dated as of March 1, 1999
between The Industrial Development Board of the City of Piedmont and NBD Bank,
as Trustee, unless a different meaning clearly appears from the context.




		
	          
   Section 2.	Appointment of Remarketing Agent; Responsibilities of
Remarketing Agent.





               (a) Subject to the terms and conditions herein contained and pursuant to
Section 15.01 of the Indenture, the Issuer has appointed and the User hereby
appoints Merchant Capital, L.L.C., and Merchant Capital, L.L.C. hereby accepts
such appointment, as exclusive remarketing agent (the “Remarketing Agent”) in
performing the respective functions of determining the Variable Rate and the
Fixed Rate from time to time and the remarketing of the Bonds from time to time
in the secondary market subsequent to the initial offering, issuance and sale
of the Bonds, all as more fully provided herein.



               (b) The Remarketing Agent, as the agent of the Issuer, agrees to determine
the Variable Rate for each interest period during the Variable Rate Period, and
the Fixed Rate for each Fixed Rate Period, all pursuant to and in accordance
with Sections 4.02 and 4.03 of the Indenture.



               (c) During the Variable Rate Period, the Remarketing Agent, as agent for
the User, shall, so long as no Event of Default under the Indenture has
occurred and is continuing, pursuant to the terms and provisions of the
Indenture and upon receipt of telegraphic or telephonic notice from the Trustee
(such notice to be promptly confirmed in writing) specifying the principal
amount of Bonds which have been tendered for purchase pursuant to Section 4.04
of the Indenture and the Optional Tender Date, use its best efforts to remarket
all Bonds so tendered for purchase at a price of 100% of the principal amount
thereof, plus accrued interest, if any, to such Optional Tender Date; provided
that the Remarketing Agent shall not undertake to remarket such Bonds if
otherwise directed by the User.



               (d) Upon receipt of telegraphic or telephonic notice from the Trustee
(such notice to be promptly confirmed in writing) specifying the principal
amount of Bonds which have been tendered or deemed to be tendered pursuant to
Section 4.05 of the Indenture, and so long as no Event of Default under the
Indenture has occurred and is continuing, the Remarketing Agent, as agent of
the User, agrees to use its best efforts to remarket such Bonds which are
tendered or are deemed to be tendered at a price equal to 100% of the principal
amount thereof, plus accrued interest, if any, subject to the following
conditions:



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          (i) satisfactory compensation and other terms and conditions shall
have been agreed upon by the User and the Remarketing Agent;




          (ii) the Remarketing Agent shall have received all documents,
including opinions of counsel, required to be delivered to it under the
terms of the Indenture;




          (iii) the Remarketing Agent shall have received an offering
memorandum, or other appropriate disclosure document satisfactory in form
and substance to the Remarketing Agent, to be used in connection with its
efforts to remarket the Bonds; and




          (iv) the Remarketing Agent shall have received such additional
documents, certificates and legal opinions as it may reasonably request.



               Further details regarding such remarketing shall be negotiated between the
User and the Remarketing Agent prior to the applicable Mandatory Tender Date.



               (e) To the extent that the Remarketing Agent has not arranged for the
secondary sale of Bonds tendered or deemed tendered pursuant to the Indenture,
at the written direction of the User and so long as no Event of Default under
the Indenture has occurred and is continuing, the Remarketing Agent shall
continue to use its best efforts to remarket such Bonds, at a price equal to
100% of the principal amount thereof, plus accrued interest, if any, to the
date such Bonds are to be taken up and paid for pursuant to such remarketing.



               (f) Notwithstanding any of the foregoing, the Remarketing Agent shall not
offer for sale or sell Bonds to the Issuer or the User or any guarantor of the
User. The User may at any time, upon written direction to the Remarketing
Agent, direct the Remarketing Agent to cease or resume the remarketing of some
or all of the Bonds.



               (g) The Remarketing Agent shall make appropriate settlement arrangements
for the purchase of Bonds which have been remarketed as hereinabove provided
between the purchasers of such remarketed Bonds and the Trustee, and shall
direct said purchasers by appropriate instructions to pay all moneys for the
purchase price of such remarketed Bonds to the Trustee at the time and as
provided in the Indenture.



               Section 3. Exclusive Agent; Resignation and Removal of Remarketing
Agent.



               The Issuer has agreed and the User hereby agrees that, unless this
Remarketing Agreement has been previously terminated pursuant to the terms
hereof, the Remarketing Agent shall act as exclusive Remarketing Agent for the
User in connection with the remarketing of Bonds tendered or deemed tendered
with respect to the Bonds on the terms and conditions herein contained at all
times.



               Upon the notice and in the manner provided in Section 15.01 of the
Indenture the Remarketing Agent may at any time resign or be removed and be
discharged of the duties and obligations created by this Remarketing Agreement
or may be removed at any time.



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               Section 4. Furnishing of Offering Materials.



               (a) The User agrees to furnish the Remarketing Agent at the User’s
expense, with as many copies as the Remarketing Agent may reasonably request of
the Official Statement (the “Official Statement”) in connection with the
issuance of the Bonds and any subsequent remarketing of the same as herein
provided, and shall, at the User’s expense, amend or supplement the Official
Statement (and/or the documents incorporated by reference therein), so that at
all times the Official Statement will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. In addition, the User will, at its own expense, take all steps
reasonably requested by the Remarketing Agent which the Remarketing Agent or
its counsel may consider necessary or desirable (i) to register the sale of the
Bonds by the Remarketing Agent under any federal or state securities law or to
qualify the Indenture under the Trust Indenture Act of 1939, as amended, or
(ii) to enable the Remarketing Agent to establish a “due diligence” defense to
any action commenced against the Remarketing Agent in respect of the Official
Statement and any supplement or amendment thereto.



               (b) In the event the Remarketing Agent is asked to remarket the Bonds in
any situation which requires compliance with Rule 15c2-12 of the Securities
Exchange Act of 1934, as amended (the “Rule”), including without limitation one
of the following circumstances:




          (i) where the Bonds are to be converted from a Fixed Rate Period of
nine months or less to a Fixed Rate Period of more than nine months; or




          (ii) where the authorized denomination of the Bonds will be reduced
from $100,000 or more to less than $100,000; or




          (iii) where the authorized denominations of the Bonds are currently
less than $100,000 (whether or not the remarketing involves a conversion
to a different interest period and regardless of the length thereof),




          (1) the Issuer will provide such Remarketing Agent, prior to
the date such Remarketing Agent bids for, offers or sells any
Bonds, an official statement the Issuer deems final as of its date
(exclusive of pricing and other sales information);




          (2) if a preliminary official statement or other disclosure
document is prepared, the Issuer will provide such Remarketing
Agent with such number of copies thereof as such Remarketing Agent
may need to supply at least one copy thereof to each potential
customer who requests it; and




          (3) the Issuer shall cooperate with such Remarketing Agent and
the User to enable the User to provide such Remarketing Agent,
within 7 Business Days after the interest rate is determined or by
the time “money confirmations” are to be sent to customers,
whichever is earlier, with a number of copies of the final official
statement or disclosure document adequate to supply at least one
copy of such final official statement or disclosure document to any
customer or any potential customer for a period commencing on the
date such final official



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statement or disclosure document is available and extending
for the underwriting period as defined in the Rule (the
“Underwriting Period”) and, thereafter, for as long as may be
required by the Rule. During the Underwriting Period, if requested
by such Remarketing Agent or the User, the Issuer agrees to
cooperate with such Remarketing Agent and the User in updating, by
written supplement or amendment or otherwise, the final official
statement or disclosure document.




		
	Section 5. 	Representations, Warranties, Covenants and Agreements of
the Remarketing Agent.





               The Remarketing Agent, by its acceptance hereof, represents, warrants,
covenants and agrees with the Issuer and the User as follows:




          (a) The Remarketing Agent is a corporation authorized by law to
perform all the duties imposed upon it as Remarketing Agent by the
Indenture and this Remarketing Agreement;




          (b) The Remarketing Agent has full power and authority to take all
actions required or permitted to be taken by the Remarketing Agent by or
under, and to perform and observe the covenants and agreements on its
part contained in, the Indenture and this Remarketing Agreement;




          (c) The Remarketing Agent will keep such books and records with
respect to its duties as Remarketing Agent as shall be consistent with
prudent industry practice and to make such books and records available
for inspection by the Trustee, the Issuer, the User and the Credit
Obligor at all reasonable times; and




          (d) The Remarketing Agent hereby designates its principal office as
the address specified in Section 14(a) hereof.



               Section 6. Representations, Warranties, Covenants and Agreements of
the User.



               The User, by its acceptance hereof, represents, warrants, covenants and
agrees with the Issuer and the Remarketing Agent as follows:




          (a) The User has full power and authority to take all actions
required or permitted to be taken by the User by or under, and to perform
and observe the covenants and agreements on its part contained in, this

Remarketing Agreement, the Lease Agreement, the Guaranty Agreement
between the User and the Trustee respecting the Bonds (the “Guaranty”),
the Credit Agreement and any other instrument or agreement relating
thereto to which the User is a party;




          (b) The User has, on or before the date hereof, duly taken all
action necessary to be taken by it prior to such date for: (i) the
execution, delivery and performance of this Remarketing Agreement, the
Lease Agreement, the Guaranty, the Credit Agreement and any other
instrument or agreement to which the User is a party and which has been
or will be executed in connection with the transactions contemplated by
the foregoing



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documents and (ii) the carrying out, giving effect to, consummation
and performance of the transactions and obligations contemplated by the
foregoing agreements and by the Official Statement;




          (c) This Remarketing Agreement, the Lease Agreement, the Guaranty,
the Credit Agreement and any other instrument or agreement to which the
User is a party and which has been or will be executed in connection with
the consummation of the initial offering and sale of the Bonds, when
executed and delivered by the parties hereto and thereto, constitute or
will constitute valid and binding obligations of the User, enforceable
against the User in accordance with their respective terms, except as the
enforcement (but not the validity) thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws, judicial decisions
or principles of equity relating to or affecting the enforcement of
creditors’ rights or contractual obligations generally;




          (d) The execution and delivery of this Remarketing Agreement, the
Lease Agreement, the Guaranty, the Credit Agreement and any other
instrument or agreement to which the User is a party and which has been
or will be executed in connection with the consummation of the initial
offering and sale of the Bonds, the compliance with the terms, conditions
or provisions hereof and thereof, and the consummation of the
transactions herein and therein contemplated do not upon the date of
execution and delivery thereof and will not violate any law or any
regulation, order, writ, injunction or decree of any court or
governmental instrumentality applicable to the User, or result in a
breach of any of the terms, conditions or provisions of, or constitute a
default under, any mortgage, indenture, agreement or instrument to which
the User is a party or by which it or any of its properties is bound;




          (e) The User will cooperate with the Remarketing Agent in the
qualification of the Bonds for offering and sale and the determination of
the eligibility of the Bonds for investment under the laws of such
jurisdictions as the Remarketing Agent shall designate and will use its
best efforts to continue any such qualification in effect so long as
required for the offer and sale of the Bonds by the Remarketing Agent
pursuant to this Remarketing Agreement, provided that the User shall not
be required to qualify to do business in any jurisdiction where it is not
now so qualified or to take any action which would subject it to general
service of process in any jurisdiction where it is not now so subject;




          (f) The User has no knowledge or reason to believe that any
information contained in the Official Statement heretofore furnished to
the Remarketing Agent contains any untrue statement of a material fact or
omits to state a material fact necessary in order to make the statements
made therein, in light of the circumstances under which they were made,
not misleading, or that any supplement or amendment to the Official
Statement, as of the date of such supplement or amendment, will contain
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading; and




          (g) The User shall provide written notice to the Remarketing Agent
prior to the execution of any amendment or supplement to the Lease
Agreement, the Guaranty, or the Credit Agreement.



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               Section 7. Conditions to Remarketing Agent’s Obligations.



               The obligations of the Remarketing Agent under this Remarketing Agreement
have been undertaken in reliance on, and shall be subject to, the due
performance by the User of its obligations and agreements to be performed
hereunder and to the accuracy of and compliance with the respective
representations, warranties, covenants and agreements of the User contained
herein (including, without limitation, those set forth in Sections 2(d) and 4)
in each case on and as of the date of delivery of this Remarketing Agreement
and on and as of each date on which Bonds are to be offered and sold pursuant
to this Remarketing Agreement. The obligations of the Remarketing Agent
hereunder with respect to each date on which Bonds are to be offered and sold
pursuant to this Remarketing Agreement are also subject, in the discretion of
the Remarketing Agent, to the following further conditions:




          (a) The Indenture, the Lease Agreement, the Guaranty, the Credit
Agreement and the Letter of Credit shall be in full force and effect and
shall not have been amended, modified or supplemented in any way which
would materially and adversely affect the Bonds and there shall be in
full force and effect, to the extent applicable, such additional
resolutions, agreements, certificates (including such certificates as may
be required by regulations of the Internal Revenue Service in order to
establish the tax-exempt character of interest on the Bonds) and opinions
as shall be necessary to effect the transactions contemplated by this
Remarketing Agreement, which resolutions, agreements, certificates and
opinions, at the request of the Remarketing Agent, shall be satisfactory
in form and substance to the Remarketing Agent and to its counsel;




          (b) There shall have been no adverse change, in the opinion of the
Remarketing Agent, in the condition, financial or otherwise, of the User
or the Credit Obligor material to the transactions contemplated by the
Official Statement or this Remarketing Agreement since the date of the
Official Statement and no Event of Default shall have occurred and be
continuing and no event shall have occurred and be continuing which, with
the passage of time or giving of notice or both, would constitute an
Event of Default; and




          (c) The Bonds, in the opinion of counsel to the Remarketing Agent,
shall be exempt from registration pursuant to the Securities Act of 1933,
as amended, and the Bonds shall not be Taxable, and, in such counsel’s
opinion, the Indenture shall be exempt from qualification as an indenture
pursuant to the Trust Indenture Act of 1939, as amended.



               Section 8. Term and Termination of Remarketing Agreement.



               This Remarketing Agreement shall become effective upon execution by the
Remarketing Agent, the Issuer, the Trustee and the User and shall continue in
full force and effect until the Bonds are Fully Paid, subject to the right of
the Remarketing Agent, the Issuer or the User to terminate this Remarketing
Agreement at any time in accordance with the terms hereof.



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               Section 9. Payment of Fees and Expenses.



               (a) In consideration of the services to be performed by the Remarketing
Agent under this Remarketing Agreement, the User agrees to pay to the
Remarketing Agent such amounts as are required to reimburse it for or pay the
reasonable expenses (including, without limitation, the fees and disbursements
of its counsel, and the expenses and costs of the preparation, printing,
photocopying, execution and delivery of any supplement to the Official
Statement, if any) incurred, advances made and compensation for services
rendered pursuant to the Indenture or this Remarketing Agreement.



               (b) Additionally, the User agrees to pay to Remarketing Agent a continuing
fee for services rendered as remarketing agent pursuant to the Indenture and
this Agreement as follows:




          (1) So long as the Bonds bear interest at the Variable Rate,
the User shall pay for the services of the Remarketing Agent
hereunder an annual fee equal to one-eighth of one percent (.125%)
per annum of the Outstanding Bonds payable quarterly in arrears on
June 1, 1999 and on the first day of each March, June, September
and December thereafter, it being understood that upon termination
of this Agreement, fees will be paid only for that number of days
during such period during which this Agreement is in effect. Fees
shall be paid upon receipt of an invoice and shall be based on
months of 30 days and years of 360 days.




          (2) In addition to the annual fee described in paragraph (1),
on each Conversion Date, the User shall pay the Remarketing Agent a
mutually acceptable fee on the day prior to such Conversion Date,
as compensation for the Remarketing Agent’s services in remarketing
the Bonds at the Fixed Rate.



               (c) With respect to the remarketing of Bonds that bear interest at a Fixed
Rate the Remarketing Agent shall be entitled to reimbursement of expenses and
compensation for services in amounts as shall be agreed upon by the User and
Remarketing Agent.



               (d) Notwithstanding anything herein or in the Indenture to the contrary,
the Remarketing Agent shall not have any obligation hereunder or under the
Indenture to remarket the Bonds or otherwise perform any services with respect
thereto if the User shall have failed to pay when due any amounts due hereunder
or, in the case of Bonds to bear interest at a Fixed Rate, failure of the
parties hereto to agree on the compensation referred to in paragraph (c) above
not less than thirty (30) days prior to the remarketing date.



               Section 10. Indemnification.



               (a) The User agrees to indemnify and hold harmless the Remarketing Agent
and its officers, employees and each person, if any, who controls the
Remarketing Agent within the meaning of Section 15 of the Securities Act of
1933 (collectively, the “Indemnified Persons” and individually, an “Indemnified
Person”) from and against any losses, claims, damages or liabilities to which
any Indemnified Person may become subject 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 the Official Statement or



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other information provided by the User pursuant to Section 4 hereof, or
arise out of, or are based upon, the omission or alleged omission to state
therein a material fact necessary to make the statements therein not
misleading, and will reimburse each Indemnified Person for any legal or other
expenses reasonably incurred by such Indemnified Person in investigating,
defending or preparing to defend any such action or claim; provided, however,
that the User shall not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of, or is based upon, any untrue
statement or alleged untrue statement or omission or alleged omission made in
the Official Statement in reliance upon and in conformity with written
information furnished to the User by or on behalf of any Indemnified Person
specifically for inclusion therein. The indemnity agreement in this paragraph
shall be in addition to any liability which the User may otherwise have to any
Indemnified Person.



               (b) Promptly after receipt by an Indemnified Person under paragraph (a) of
this Section of notice of the commencement of any action, such Indemnified
Person shall, if a claim in respect thereof is to be made against the User
under such paragraph, notify the User in writing of the commencement thereof.
Failure of an Indemnified Person to give such notice will reduce the liability
of the User under this Remarketing Agreement by the amount of damages
attributable to the failure to give such notice, but such failure shall not
relieve the User from any liability which it may have to such Indemnified Party
otherwise than under the indemnity agreement contained in this Section. In
case any such action shall be brought against any Indemnified Person, and such
Indemnified Person shall notify the User of the commencement thereof, the User
shall be entitled to participate in and, to the extent that it wishes, to
assume the defense thereof, with counsel reasonably satisfactory to such
Indemnified Person, and after notice from the User to such Indemnified Person
of its election so to assume the defense thereof, the User shall not be liable
to such Indemnified Person under such paragraph for any legal or other expenses
subsequently incurred by such Indemnified Person in connection with the defense
thereof other than reasonable costs of any investigation; provided, however,
that if the named parties to any such action (including any impleaded parties)
include both the Remarketing Agent (or its officers or employees or any person
so controlling the Remarketing Agent) and the User, and the Remarketing Agent
(or such officers or employees or such person so controlling the Remarketing
Agent) shall have reasonably concluded that there may be one or more legal
defenses available to it or him which are different from or additional to those
available to the User (in which case the User shall not have the right to
assume the defense on behalf of the Remarketing Agent or such officers or
employees or such person so controlling the Remarketing Agent), the Remarketing
Agent (or such officers or employees or such person so controlling the
Remarketing Agent) shall have the right to select separate counsel to assume
such legal defenses and to otherwise participate in the defense of such action
on behalf of the Remarketing Agent (or such officers or employees or such
person so controlling the Remarketing Agent); provided further, however, that
the User shall not, in connection with any one such action or separate but
substantially similar or related actions arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one separate firm of attorneys at any point in time for the Remarketing Agent
and its officers and employees and all persons so controlling the Remarketing
Agent.



               (c) The indemnity agreements contained in this Section shall remain
operative and in full force and effect, regardless of any investigation made by
or on behalf of the Remar-



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keting Agent or the User and shall survive the termination or cancellation
of this Remarketing Agreement.



               Section 11. Nature of Remarketing Agent’s Obligations.



               Without limiting the foregoing, the Remarketing Agent is hereby expressly
authorized and directed to honor its obligations under and in compliance with
the terms of this Remarketing Agreement without regard to, and without any duty
on its part to inquire into, the existence of any disputes or controversies
between the Issuer, the User, the Trustee, the Credit Obligor or any other
person or the respective rights, duties or liabilities of any of them, or
whether any facts or occurrence represented in any of the documents presented
under this Remarketing Agreement are true and correct. Furthermore, the Issuer
and the User fully understand and agree that the Remarketing Agent’s sole
obligation to the Issuer and the User shall be limited to honoring its
obligations under and in compliance with the terms of this Remarketing
Agreement.



               Section 12. Dealing in Bonds by Remarketing Agent.



               The Remarketing Agent, in its individual capacity, may in good faith buy,
sell, own, hold and deal in any of the Bonds, and may join in any action which
any Bondholder may be entitled to take with like effect as if it did not act in
any capacity hereunder. The Remarketing Agent, in its individual capacity,
either as principal or agent, may also engage in or be interested in any
financial or other transaction with the Issuer or the User as freely as if it
did not act in any capacity hereunder.



               Section 13. Intention of Parties.



               It is the express intention of the parties hereto that neither the fixing
of any interest rate on the Bonds nor any purchase, sale or transfer of any
Bonds, as herein provided, shall constitute or be construed to be the
extinguishment of any Bonds or the indebtedness represented thereby or the
reissuance of any Bonds.



               Section 14. Miscellaneous.



               (a) Except as otherwise specifically provided in this Remarketing
Agreement, all notices, demands and formal actions under this Remarketing
Agreement shall be in writing and mailed, telegraphed or delivered to the
addresses specified in the Indenture for the delivery of notices, or in the
case of the Remarketing Agent, to:




	 	 	 	Merchant Capital, L.L.C.

250 Commerce Street

Montgomery, Alabama 36104





               The parties hereto may, by notice given under this Remarketing Agreement,
designate other addresses to which subsequent notices, requests, reports or
other communications shall be directed.



               (b) This Remarketing Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and assigns. The terms
“successors” and “assigns” shall not include any purchaser of any of the Bonds
merely because of such purchase.



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              The issuer of a Letter of Credit securing the Bonds shall be a beneficiary
of the obligations of the User, the Trustee and the Remarketing Agent
hereunder, as though a signatory hereto, and may enforce such obligations in
its own name and behalf.



               (c) Section 10 of this Remarketing Agreement shall remain operative and in
full force and effect, regardless of (i) any investigation made by or on behalf
of the Remarketing Agent or the User, (ii) delivery of and any payment for any
Bonds hereunder, or (iii) termination or cancellation of this Remarketing
Agreement.



               (d) Section headings have been inserted in this Remarketing Agreement as a
matter of convenience of reference only, and it is agreed that such section
headings are not a part of this Remarketing Agreement and will not be used in
the interpretation of any provisions of this Remarketing Agreement.



               (e) If any provision of this Remarketing Agreement shall be held or deemed
to be or shall, in fact, be invalid, inoperative or unenforceable as applied in
any particular case in any jurisdiction or jurisdictions, or in all
jurisdictions because it conflicts with any provisions of any constitution,
statute, rule of public policy, or any other reason, such circumstances shall
not have the effect of rendering the provision in question invalid, inoperative
or unenforceable in any other case or circumstance, or of rendering any other
provision or provisions of this Remarketing Agreement invalid, inoperative or
unenforceable to any extent whatever.



               (f) This Remarketing Agreement may be executed in several counterparts,
each of which shall be regarded as an original and all of which shall
constitute one and the same document.



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               IN WITNESS WHEREOF, the parties hereto have caused this Remarketing
Agreement to be duly executed as of the date and year first above written.



	 	 	 	 	 
	 	 	MERCHANT CAPITAL, L.L.C.,

as Remarketing Agent
	 
	 	 	 	 
	

	 	By:
	 	/s/ Illegible
	

	 	 	 	

	

	 	Its
	 	Senior Vice President
	 
	 	 	 	 
	 	 	BOSTROM SEATING, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Donald C. Mueller
	

	 	 	 	

	

	 	Its:
	 	Treasurer
	 
	 	 	 	 
	 	 	THE INDUSTRIAL DEVELOPMENT BOARD OF THE

CITY OF PIEDMONT
	 
	 	 	 	 
	

	 	By:
	 	/s/ Illegible
	

	 	 	 	

	

	 	Its
	 	Chairman








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