<PAGE> 1
LINE OF CREDIT AGREEMENT
UNITED ENERGY CORPORATION of, 600 Meadowlands Parkway #20, Secaucus, NJ 07094
(jointly and severally if more than one, the "Borrower") and FLEET BANK, N.A., a
national banking association created and existing under the laws of the United
States of America with a principal office located at 30 Montgomery Street,
Jersey City, New Jersey 07303 (the "Bank"), for valuable consideration, the
receipt of which is hereby acknowledged, agree as follows:
1. DEFINITIONS.
1. Each reference herein to:
a. "ACCOUNTS", "CHATTEL PAPER", "CONSUMER GOODS", "DOCUMENTS", "EQUIPMENT",
"FARM PRODUCTS", "FIXTURES", "GENERAL INTANGIBLES", "GOODS",
"INSTRUMENTS", "INVENTORY", "MONEY", AND "SECURITIES" shall have the
meaning assigned to each in the Uniform Commercial Code from time to time
in effect in the State (the "UCC");
b. "AFFILIATES OF BORROWER" means any person or entity that, directly or
indirectly, controls, is controlled by or is under common control with
the Borrower or is an inside director or officer of the Borrower. For
purposes of this definition, the term "control" (including the terms
"controlling", "controlled by" and "under common control with") means the
possession, direct or indirect, of the power to vote five percent (5%)
or more of (i) the voting stock of a corporation, (ii) the partnership
interests of a partnership, or (iii) the membership interests of a
limited liability company, or to direct or cause the direction of the
management and policies of any such entity, whether through the ownership
of voting stock, partnership interests, membership interests, by contract
or otherwise;
c. "BOOKS AND RECORDS" shall mean all books, correspondence, credit files,
records and other documents relating directly or indirectly to the
Obligations and the Collateral, including, without limitation, all tapes,
cards, runs, data bases, software programs, diskettes, and other papers
and documents in the possession or control of the Borrower, any computer
service bureau, or other agent or independent contractor;
d. "LOAN DOCUMENTS" shall mean this Agreement, the Note, any Bank issued
Commitment Letter and any amendments thereto, and any and all mortgages,
pledge agreements, security agreements, financing statements, guaranties
and other documents related to this Agreement and/or the Loan;
e. "MATERIAL ADVERSE CHANGE" shall mean with respect to the Borrower and any
guarantors and any of their respective properties or revenues, an event,
action or condition that would or is reasonably likely to (i) adversely
affect the validity or enforceability of, or the authority of the
Borrower and/or any guarantor to perform their respective obligations
under, the Loan Documents, or (ii) materially adversely affect the
business, operations, assets or condition (financial or otherwise) of
the Borrower and/or any guarantor or the ability of the Borrower and/or
any guarantor to perform their respective obligations under any of the
Loan Documents, or (iii) materially adversely affect the value of any
Collateral;
f. "PRIME RATE" shall mean the rate of interest designated by the Bank from
time to time as being its prime rate of interest, which rate of interest
may not necessarily be the lowest rate of interest charged by the Bank to
anyone of its customers or any particular class of customers.
g. "STATE" shall mean the State of New Jersey.
II. LOAN.
1. CREDIT LIMIT. This Agreement evidences a line of credit for the Borrower's
short-term borrowing needs (the "Loan") with a credit limit (the "Credit
Limit") of the maximum principal sum of One Million and No/100 Dollars
($1,000,000.00). Such Credit Limit is further modified by the provisions of
Paragraph 10 of this Part II. Within such Credit Limit, until demand by the
Bank and/or termination of the Bank's commitment upon the occurrence of an
Event of Default, the Borrower may borrow, repay, and re-borrow hereunder.
2. ADVANCES. The Bank agrees to make advances to the Borrower until demand by
the Bank and/or termination of the Bank's commitment upon the occurrence of
an Event of Default, provided that the aggregate principal amount of the
Loan does not exceed the Credit Limit. The outstanding principal balance of
all advances shall bear interest at the sum of the Prime Rate plus ZERO
percent (0.00%) per annum.
3. EXCESS ADVANCES. If for any reason the aggregate outstanding principal
balance of the Loan should at any time exceed the Credit Limit, the
Borrower shall, without demand, immediately pay to the Bank a sum
sufficient to reduce the outstanding principal balance of the Loan to the
Credit Limit.
4. MINIMUM AMOUNT OF ADVANCE. Each advance under this Agreement shall be in
the minimum amount of One Thousand Dollars ($1,000.00) or the unadvanced
balance of the Credit Limit, whichever is less.
5. TELEPHONE ACCESS. The Borrower shall access the Loan by a telephonic
request. The Borrower accepts all risks inherent in such request. The
Borrower absolves the Bank from all damages, loss and liabilities of
whatsoever nature which may result from an unauthorized telephone request,
a defective transmission, or a telephonic request which is misunderstood by
the Bank
UNITED ENERGY CORPORATION
38
<PAGE> 2
employee. Neither the Bank nor any of its directors, officers or
employees shall be under any duty to pass upon the validity, accuracy,
authorization, effectiveness, or genuineness of any telephonic request,
and the Bank and its directors, officers and employees shall be entitled
to assume that any such telephonic instructions are valid, effective,
accurate, genuine and authorized. The Borrower consents to the Bank's
taping and recording of all telephonic conversations relating to this
Agreement and the Loan. All advances shall be disbursed by the Bank by
deposit of the Loan proceeds to the Borrower's deposit account with the
Bank.
6. DEMAND LOAN. On demand by the Bank, the entire outstanding principal
balance of the Loan and all accrued interest shall immediately become due
and payable.
7. NOTE; INTEREST CALCULATION. The Loan shall be evidenced by the Borrower's
note of even date with this Agreement (which note and all amendments
thereto and any additional or supplementary notes executed pursuant to
this Agreement are herein referred to collectively as the "Note"). After
demand, all principal and other amounts outstanding and payable under the
Note shall bear interest at the rate of twenty percent (20%) per annum
until paid in full. Interest shall be calculated on the basis of a
360-day year using the actual number of days elapsed.
8. LATE FEE. If the entire amount of any principal and/or interest is not
paid in full within (10) days after the same is due, the Borrower shall
pay the Bank a later fee equal to five percent (5%) of the required
payment.
9. PREPAYMENT. The Borrower shall have the right at any time and from time
to time to prepay the Loan in whole or in part, without premium, penalty,
or other charge (except as set forth in the next sentence), but with
accrued interest to the day of such prepayment on the amount prepaid. To
the extent that any full prepayment during the first twelve (12) months
from the date of this Agreement results, directly or indirectly, from the
application of funds borrowed by the Borrower from any lending or
financial services institution other than the Bank, the Borrower shall
pay to the Bank at the time of such prepayment a non-refundable early
termination fee of $35 (if unsecured) or $75 (if secured). This provision
shall not constitute a waiver of Part V, 9 of this Agreement.
10. ANNUAL CLEAN UP. As long as this Agreement remains in effect, the
Borrower shall at least once each twelve (12) month period pay such
amount of outstanding advances and accrued interest thereon as may be
necessary to maintain for a period of at least thirty (30) consecutive
days thereafter a Loan balance less than or equal to zero percent (0%)
of the Credit Limit. The Borrower's compliance with this provision shall
not cause a termination of any security agreements, mortgages or other
agreements which may secure the Loan.
III. REPRESENTATIONS AND WARRANTIES.
The Borrower represents and warrants that:
1. ORGANIZATION AND POWERS. (a) If a corporate, partnership, limited
liability company or trust Borrower, it is duly organized, validly
existing and in good standing, (b) it has the power and authority to own
its properties and to carry on its business as now being conducted and,
if a corporate, partnership, limited liability company or trust
Borrower, is qualified to do business in every jurisdiction where such
qualification is necessary, (c) it has the power to execute, deliver and
perform the Loan Documents, (d) the execution, delivery and performance
of the Loan Documents have been duly authorized by all requisite action;
(e) the execution, delivery and performance of the Loan Documents will
not violate any provision of law, any order of any court or other agency
of government, the Articles of Incorporation or By-laws of a corporate
Borrower, the partnership agreement of a partnership Borrower, the
Articles of Incorporation or Operating Agreement of a limited liability
company Borrower, or the trust agreement of a trust Borrower, or any
indenture, agreement or other instrument to which it is a party, or by
which it is bound, or be in conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under
any such indenture, agreement or other instrument, or result in the
creation or imposition of any lien, charge or encumbrance of any nature
whatsoever upon any of the property or assets of the Borrower (other
than in favor of the Bank) or the acceleration of any of its outstanding
indebtedness.
2. FINANCIAL STATEMENTS. The Borrower has heretofore furnished to the Bank
accurate and complete financial data and other information based on its
operations in previous years, and said financial data fairly presents
the financial position and the results of operations for the periods
indicated therein. There has been no Material Adverse Change since the
date of the most recent financial statement.
3. LITIGATION. There is no action, suit or proceeding at law or in equity
or by or before any governmental instrumentality or other agency now
pending or threatened against or affecting the Borrower.
4. NO CONFLICT. The Borrower is not a party to any agreement or instrument
or subject to any restriction materially or adversely affecting its
business, properties or assets, operations or condition, financial or
otherwise. The Borrower has no knowledge that it is in default in the
performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in any agreement or instrument to
which it is a party.
5. USE OF PROCEEDS. No part of the proceeds of the Loan will be used for
consumer purposes or will be used to purchase or carry, directly or
indirectly, any margin stock or margin security (within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System) or
to extend credit to others for the purpose of purchasing or carrying any
such margin stock or margin security. If requested by the Bank, the
Borrower will furnish in connection with this Agreement a statement in
conformity with the requirements of Federal Reserve Form U-I referred to
in said Regulation U.
IV. CONDITIONS OF LENDING.
The Bank shall be obligated to make advances under this Agreement only
if on the date such advance is requested:
UNITED ENERGY CORPORATION
39
<PAGE> 3
a. The representations and warranties in Part III hereof are true and
correct;
b. No Event of Default exists; and
c. The Bank shall have received: (a) certificate of authority, (b)
the original Loan Documents, and (c) such additional supporting
documents as the Bank may reasonably request.
V. COVENANTS.
The Borrower covenants and agrees that it will:
1. LEGAL EXISTENCE; INSURANCE; ETC. Keep in full force and effect its
legal existence (if a corporation, partnership, limited liability
company or trust), rights, licenses, permits and franchises and
operate its business as conducted prior to the date hereof; maintain
all property used in the conduct of its business and keep the same in
good repair, working order and condition; and maintain adequate
insurance on its properties against fire, theft, and extended
coverage risks and against public liability and property damage and
products liability and such other risks as may be required by law or
as may be reasonably required by the Bank, in such form, for such
periods, and written by such companies as may be satisfactory to the
Bank, such insurance in the case of a secured loan to name the Bank
as additional insured and/or mortgagee/loss payee. All policies of
insurance shall provide for at least twenty (20) days' written notice
to the Bank prior to cancellation or change in the coverage, scope
or amount of any such policies or policies. Borrower shall furnish
the Bank with certificates of compliance with the foregoing insurance
provision.
2. COMPLIANCE WITH LAWS. Comply with all present and future applicable
laws, ordinances, rules, regulations, directives and other
requirements of all governmental instrumentalities, including without
limitation those relating to Hazardous Substances, within such time
periods as required thereby, with time being of the essence.
3. OPERATION OF BUSINESS. Maintain and operate its business in a proper
and efficient manner.
4. PAYMENT OF TAXES. Pay and discharge all taxes, assessments, and
governmental charges imposed upon Borrower, its income or its
property before the same shall be in default, as well as all lawful
claims for labor, materials and supplies or otherwise which, if
unpaid, might become a lien upon any such properties.
5. FINANCIAL STATEMENTS. Furnish to the Bank
a. promptly, from time to time as requested by the Bank, and in all
events within one hundred twenty (120) days after the close of
each applicable party's tax year, (i) with respect to the Borrower
and all corporate, partnership or trust guarantors, financial
statements (audited if requested), balance sheets, profit and loss
statements, together with supporting schedules, signed and in such
form as may be acceptable to the Bank; (ii) with respect to all
individual guarantors, signed personal financial statements; and
(iii) with respect to all entities and individuals referred to in
(i) and (ii), current Federal income tax returns (with all
schedules and exhibits), or in the case of a partnership, Form
1065 (with all schedules and exhibits). In any event, all the
documents referred to in this subparagraph (a), regardless of when
last submitted, must be submitted to the Bank, as often as the
Bank shall deem necessary, if there occurs a Material Adverse
Change.
b. promptly, from time to time, such other information regarding the
operations, assets, business, affairs and financial condition of
the Borrower and all guarantors, as the Bank may reasonably
request; and
c. with respect to all personal financial statements submitted by
individual guarantors, such statements shall be on forms
prescribed by the Bank.
6. INSPECTION. Permit agents or representatives of the Bank, at
reasonable hours and upon reasonable notice, to inspect the Books and
Records of the Borrower and to make abstracts or reproductions
thereof, all at the Borrower's expense.
7. ADVERSE CHANGES. Promptly advise the Bank of any Material Adverse
Change.
8. ACCOUNTING SYSTEM. Maintain a standard system of accounting in
accordance with generally accepted accounting principles.
9. DEPOSITORY. Maintain the Bank as the Borrower's principal depository.
10. INDEBTEDNESS. Not incur or permit to exist any indebtedness or
liability except indebtedness to the Bank or any Bank affiliate,
indebtedness with respect to warranty, trade obligations and other
liabilities incurred in the ordinary course of business, and any
indebtedness or liability permitted in writing by the Bank.
11. LIENS. Not create, assume or suffer to exist any mortgage, security
interest, or lien on any of its assets, now or hereafter owned, other
than liens securing indebtedness to the Bank or any Bank affiliate,
liens securing the payment of taxes not yet due, liens imposed by law
(other than for borrowed money), liens incurred by the Borrower in
good faith in the ordinary course of business, and other liens
permitted in writing by the Bank.
12. GUARANTIES; ETC. Not guarantee, endorse or otherwise become or be
responsible for obligations of any other person or entity, whether by
agreement to purchase the indebtedness of any other person or entity
or agreement for the furnishing of funds to any other person or
entity through purchase of Goods, supplies or services, or by way of
stock purchase, capital contribution, advance or loan, for the
purpose of paying or discharging any indebtedness or obligation of
such other person or entity, or otherwise, except endorsements of
negotiable instruments for collection in the ordinary course of
business.
13. INVESTMENTS. Not purchase, invest in or otherwise acquire or hold
Securities including, without limitation, capital stock (including
closely held stock) and evidences of indebtedness of, or make loans
or advances to, or enter into any arrangement for the purpose of
providing funds or credit to, any other person or entity (including,
without limitation, all Affiliates of the Borrower), except
investments in short-term obligations of the United States and
certificates of deposit issued by the Bank or any Bank Affiliate.
14. SALES OF ACCOUNTS AND INSTRUMENTS. Not sell, assign, discount or
dispose of any Accounts or Instruments held by the Borrower, with or
without recourse, except for collection (including endorsements) in
the ordinary course of business.
UNITED ENERGY CORPORATION 40
<PAGE> 4
15. SALES AND TRANSFERS. Not sell, assign, lease, transfer, sell and
leaseback, or otherwise dispose of all or any material amount of its
assets not in the ordinary course of business to any person or entity or
turn over the management of, or enter into a management contract with
respect to, such assets.
16. VALUATION. Not write up (by creating an appraisal surplus or otherwise)
the value of any capital assets above their cost less the depreciation
regularly allowable thereon.
17. FUNDAMENTAL CHANGES. Not dissolve, liquidate, consolidate with or merge
with any corporation, limited liability company or other entity or agree
to do any of the foregoing.
18. DISTRIBUTIONS. If a corporate Borrower, not declare or pay any dividends,
or make any distribution to holders of shares of its capital stock (and on
account of such capital stock) of cash, capital stock or other property,
or directly or indirectly, redeem, purchase or otherwise acquire any
shares of its capital stock of any class; and if a partnership or limited
liability company Borrower, not permit the return or withdrawal of any
capital contributions; provided, however, that if the Borrower is an "S"
Corporation under the Internal Revenue Code, the Borrower may make
annually such cash distributions to its shareholders as shall equal the
sum of federal income taxes which are allocable to such shareholders'
income received or deemed to have been received on account of such
shareholders' capital stock in the Borrower.
19. Additional Covenants. Comply with the additional covenants, if any, set
forth on affixed Exhibit A-1.
VI. SECURITY AGREEMENT AND OTHER SECURITY DOCUMENTS.
In addition to any Collateral which may be provided for in Part VI of this
Agreement, the Loan is secured by one or more of the following additional
documents: Pledge Agreement(s),
1. SECURITY INTEREST; COLLATERAL; OBLIGATIONS. The Borrower hereby
grants to the Bank, as security for any and all obligations whatsoever of
the Borrower to the Bank, whether direct, indirect, absolute or
contingent, due or to become due, and whether now existing or hereafter
arising and howsoever evidenced or acquired, including without limitation
all indebtedness and liabilities evidenced by the Loan, this Agreement,
the other Loan Documents, checking account overdrafts, and letter of
credit reimbursement agreements, excluding, however, indebtedness incurred
primarily for personal, family or household purposes (collectively, the
"Obligations"), a security interest in and agrees and acknowledges that
the Bank has and will continue to have a security interest in all of the
Collateral described below, both presently owned and after acquired,
together with all proceeds and products thereof, additions and accessions
thereto, and all replacements and substitutions therefor (collectively,
the "Collateral"), excluding, however, all such Collateral which
constitutes Consumer Goods in the hands of the Borrower: Accounts,
Books/Records, Chattel, Documents, Equipment, Fixtures, Instruments,
Intangibles, Inventory, Securities, Machinery, Furniture, Contract Rights.
2. Borrower hereby warrants, covenants and agrees that:
a. TITLE; ADVERSE LIENS. Except for prior security interests disclosed on
Exhibits A-2 (if any) and except for the security interest granted
hereby, the Borrower is the owner of presently owned Collateral and will
be the owner of Collateral hereafter acquired free from any adverse lien,
and Borrower will defend the Collateral against the claims and demands of
all persons at any time claiming the same or any interest therein.
b. FINANCING STATEMENTS. Except for financing statements evidencing the
security interests which may be listed on Exhibit A-2 (if any), no
financing statements covering any Collateral are on file in any public
office. At the request of the Bank, the Borrower will execute one or more
(i) financing statements pursuant to the UCC; (ii) title certificate lien
application forms; and (iii) other documents necessary or advisable to
perfect the security interests evidenced hereby, all in form satisfactory
to the Bank. Where allowed by law, the Borrower hereby irrevocably
authorizes the Bank to file financing statements and amendments without
the signature of the Borrower. The Borrower will pay the cost of filing
the aforesaid documents or filing or recording this Agreement in all
public offices wherever filing or recording is deemed by the Bank to be
necessary or desirable.
c. ADVERSE LIENS. The Borrower will keep the Collateral free from any future
adverse liens.
d. EQUIPMENT. If the Borrower has granted a security interest in Equipment:
i. The Equipment is used primarily for business purposes.
ii. The Equipment will be kept at the location listed on affixed Exhibit
A-3. Borrower will promptly notify Bank of any change in the location
of the Equipment, and Borrower will not remove the Equipment from such
location without the prior written consent of the Bank.
e. INVENTORY. If the Borrower has granted a security interest in Inventory:
i. The Inventory is acquired for business purposes. In the absence of an
Event of Default hereunder, the Borrower may sell the Inventory in the
ordinary course of its business upon terms not exceeding thirty (30)
days, or upon such further terms as the Bank may from time to time
approve. The Borrower shall not without the consent of the Bank sell
the Inventory to any supplier or employee of the Borrower or to any
person to whom the Borrower is indebted or under circumstances which
would otherwise create an adverse lien, including a right of set-off,
against the Account resulting from such sale.
ii. Inventory will be kept at the location listed on affixed Exhibit A-3.
The Borrower will promptly notify the Bank of any change in the
location of the Inventory, and the Borrower will not remove the
Inventory from such location without the prior written consent of the
Bank.
f. ACCOUNTS. If the Borrower has granted a security interest in Accounts:
i. The Borrower will upon demand render to the Bank a statement
indicating the total dollar value of the Accounts.
UNITED ENERGY CORPORATION
41
<PAGE> 5
ii. The only offices where the Borrower keeps Books and Records
concerning any Accounts is at the location listed on affixed
Exhibit A-3. The Borrower will not remove any of such Books
and Records from said offices without the prior written
consent of the Bank.
iii. During the five years immediately preceding the grant of the
security interest hereby to the Secured Party, Borrower has
maintained its chief executive office at the address(es),
and during the time periods, set forth on Exhibit A-3.
Without the prior written consent of the Secured Party,
Borrower will not change its chief executive office.
iv. The Borrower will at all times keep accurate and complete
Books and Records of its Accounts, and the Bank or any of
its agents shall have the right to inspect the Borrower's
Books and Records relating to said Accounts or to any other
transactions to which the Borrower is a party and from which
an Account might arise and to make extracts from said Books
and Records, all at the Borrower's expense. The Bank may in
its own name or in the names of others, communicate with
account debtors in order to verify with them, to the Bank's
satisfaction, the existence, amount and terms of any
Accounts. The Borrower shall immediately notify the Bank of
any event causing loss or depreciation in value of any of
its Accounts and the amount of such loss or depreciation.
v. If any of the Borrower's Accounts arise out of contracts
with the United States or any department, agency or
instrumentality thereof, the Borrower will immediately
notify the Bank thereof in writing and execute any
instruments and take any steps required by the Bank in order
that all monies due and to become due under such contracts
shall be assigned to the Bank and notice thereof given to
the government under the Federal Assignment of Claims Act.
vi. If any of the Borrower's Accounts should be evidenced by
Instruments, the Borrower will immediately deliver such
Instruments to the Bank, appropriately endorsed to the
Bank's order and, regardless of the form of such
endorsement, the Borrower hereby waives presentment, demand
or notice of any kind with respect thereto.
vii. This Agreement may, but need not be supplemented by separate
assignments of Accounts to the Bank, and if such assignments
are given, the rights given thereby shall be in addition to
and not in limitation of the rights and security interests
given by this Agreement.
g. FIXTURES; FARM PRODUCTS. If the Borrower has granted a security
interest in Fixtures and/or Farm Products, there is affixed
hereto as Exhibit A-4 a description of the applicable real estate
and the name(s) of the record owner.
h. INVESTMENT SECURITIES. If the Borrower has granted a security
interest in Investment Securities the Bank may transfer
Collateral into its name or that of its nominee and may receive
the income and any distributions thereon and hold the same as
Collateral for the Obligations, or apply the same to any
Obligation, whether or not an Event of Default has occurred.
VII. EVENTS OF DEFAULT.
THE ITEMIZATION OF THE FOLLOWING EVENTS OF DEFAULT DOES NOT CHANGE THE
DEMAND NATURE OF THE OBLIGATIONS EVIDENCED BY THIS AGREEMENT AND THE NOTE.
1. LISTING OF EVENTS OF DEFAULT. The occurrence of any of the following
events or conditions with respect to the Borrower shall, individually
and collectively, be an "Event of Default" hereunder:
a. any representation or warranty made herein or in any report,
certificate, financial statement or other instrument furnished in
connection with this Agreement or the Loan shall prove to be
false or misleading in any material respect;
b. failure to pay the principal of, or interest on, the Note or any
other indebtedness of the Borrower to the Bank, within ten (10)
days from the date the same or any installment thereof shall
become due and payable, whether at the due date thereof or at a
date fixed for prepayment or by acceleration or otherwise;
c. default in the due observance or performance of any other
covenant, condition or agreement contained in this Agreement, any
of the other Loan Documents, or in any other agreement or
document evidencing or pertaining to Obligations, and such other
default shall remain unremedied for ten (10) days;
d. the acceleration of the maturity of any of the Borrower's
indebtedness other than to the Bank;
e. involvement in financial difficulties as evidenced by:
f. an attachment made on the Borrower's property or assets which
remains unreleased for a period in excess of forty-five (45)
days; or
i. the inability to pay its debts (including without limitation
taxes) generally as they become due; or
ii. the appointment or authorization of a custodian as defined
in the Bankruptcy Code; provided, however, that in the case
of the appointment of a receiver in an involuntary
proceeding such appointment continues in effect and
undischarged for a period of thirty (30) days; or
iii. the entry of an order for relief in a voluntary case under
any chapter of the Bankruptcy Code; or
iv. the filing of an involuntary petition under any chapter of
the Bankruptcy Code, which petition remains undismissed for
a period of thirty (30) days; or
v. any other judicial modification or adjustment of the rights
of Borrower's creditors;
g. final judgment for the payment in excess of an aggregate of Ten
Thousand Dollars ($10,000.00) shall be rendered against the
Borrower and the same shall remain undischarged for a period of
thirty (30) consecutive days during which execution shall not be
effectively stayed;
h. any transfer (which shall include, without limitation, by sale,
exchange, gift, pledge, hypothecation, or by other means except
transfers by operation of law) to any person who is not presently
a shareholder of a corporate Borrower or the spouse or child of a
shareholder of a corporate Borrower of any voting capital stock
of the Borrower, except any transfers of such shares upon the
death of a shareholder either by will or by intestacy;
UNITED ENERGY CORPORATION 42
<PAGE> 6
i. any transfer (as defined in (g)) to any person who is not presently
a partner of a partnership Borrower or the spouse or child of a
partner of a partnership Borrower of any partnership interest in
the Borrower, except any transfer of such interest upon the death
of a partner either by will or intestacy;
j. any transfer (as defined in (g)) to any person who is not presently
a member of a limited liability company Borrower or the spouse or
child of a member of a limited liability company Borrower of any
membership interest in the Borrower, except any transfer of such
interest upon the death of a member either by will or intestacy;
k. in the case of a trust Borrower, (i) any change in the
beneficiaries of the trust; (ii) any dilution of the beneficial
interest of one or more of the beneficiaries; or (iii) any change
in the trustee or trustees;
l. the suspension of business for cause, other than strike, casualty
or other cause beyond the Borrower's control and in the event of
such suspension for cause beyond the Borrower's control, failure to
resume operations as soon as possible;
m. dissolution or termination of the legal existence of the Borrower;
n. participation in any illegal activity or in any activity, whether
or not related to the business of the Borrower, that may subject
the assets of the Borrower to (i) a restraining order or any form
of injunction issued by any federal or state court, or (ii)
seizure, forfeiture or confiscation by any federal or state
governmental instrumentality;
o. if the Bank believes in good faith, at any time, that either (a)
the prospect of the Borrower's (i) repayment of the Loan or payment
of any of its other obligations under the Loan Documents or (ii)
performance of its duties thereunder is impaired or (b) there is
any Material Adverse Change; or
p. with respect to any guaranty and/or subordination agreement
included in the Loan Documents, the failure of the same to remain
in full force and effect until the Loan is paid in full and this
Agreement is terminated.
2. CERTAIN CROSS-DEFAULTS. The happening of any event or condition set
forth in subsection 1(e), (f), (l), or (m) above, with respect to a
general partner of a partnership Borrower or any guarantor of the Loan
shall likewise constitute an Event of Default.
3. TERMINATION OF COMMITMENT. If an Event of Default occurs, the Bank, at
its option, may (i) make demand for payment of the entire outstanding
principal balance and all accrued interest on account of the advances
(the Bank having the right at all times, whether or not an Event of
Default has occurred, to make such demand); and (ii) terminate the
commitment to make advances under this Agreement (provided, however,
that if the Bank shall exercise its discretionary right to make
demand, such demand shall also terminate the Bank's commitment to make
advances, whether or not an Event of Default has occurred).
VIII. MISCELLANEOUS.
1. WAIVER OF EVENT OF DEFAULT. No delay in terminating the Bank's
commitment under this Agreement and/or in making demand shall affect
the rights of the Bank later to take such action with respect thereto,
and no waiver as to one Event of Default shall affect rights as to any
other default.
2. NOTICES. Except as otherwise specifically provided for herein, any
notice, demand or communication hereunder shall be given in writing
(including facsimile transmission or telex) and mailed or delivered to
each party at its address set forth below, or, as to each party, at
such other address as shall be designated by such party by a prior
notice to the other party in accordance with the terms of this
provision. Any notice to the Borrower shall be sent as follows: UNITED
ENERGY CORPORATION, 600 Meadowlands Parkway #20, Secaucus, NJ 07094.
All notices hereunder shall be effective upon the earliest to occur of
(i) five (5) business days after such notice is mailed, by registered
or certified mail, postage prepaid (return receipt requested), (ii)
upon delivery by hand (iii) upon delivery if delivered by overnight
courier (such delivery to be evidenced by the courier's records), and
(iv) in the case of any notice or communication by telex or telecopy,
on the date when sent.
3. SURVIVAL. This Agreement and all covenants, agreements,
representations and warranties made herein and in the certificates
delivered pursuant hereto shall survive any making by the Bank of the
Loan and the execution and delivery of any Loan Documents and shall
continue in full force and effect until this Agreement is terminated
and all the Obligations are paid in full.
4. LEGAL FEES AND EXPENSES; ADDITIONAL FEES AND CHARGES. The Borrower
will pay all expenses incurred by the Bank in connection with the
preparation of the Loan Documents, the making of the Loan, and the
enforcement of the rights of the Bank in connection with this
Agreement, any of the other Loan Documents and the Loan, including,
but not limited to, the reasonable fees of its counsel (which may
include costs allocated by the Bank's internal legal department), plus
the disbursements of said counsel. Borrower further agrees to pay to
the Bank on demand all reasonable fees, costs and expenses incurred by
the Bank in connection with the administration of the Loan, including,
without limitation, overnight courier fees, lien search fees, and
filing and recording fees. The Borrower agrees to pay on demand the
Bank's service fees and charges for administrative costs as in effect
from time to time (including, without limitation, such fees and
charges as may be expressly provided for in this Agreement). Any such
fee or charge may be implemented by the Bank from time to time or, in
the case of any such existing fee or charge, the amount thereof may be
increased by the Bank from time to time, in each instance, in or to
such amount as the Bank in its sole discretion deems reasonable.
5. CHOICE OF LAW. This Agreement and all the other Loan Documents shall
be construed in accordance with and governed by the local laws
(excluding the conflict of laws rules, so-called) of the State.
6. WRITTEN MODIFICATION AND WAIVER. No modification or waiver of any
provision of this Agreement or of any of the other Loan Documents nor
consent to any departure by the Borrower therefrom shall in any event
be effective unless the same shall be in writing, and then such waiver
or consent shall be effective only in the specific instance and for
the purpose for which
UNITED ENERGY CORPORATION 43
<PAGE> 7
given. No notice to or demand on the Borrower in any case shall entitle the
Borrower to any other or further notice or demand in the same, similar or
other circumstances.
7. ACCOUNTING PRACTICE. All matters involving accounting practice are to be
determined both as to classification of items and amounts in accordance
with generally accepted principles of accounting practice consistently
applied by the Borrower's accountants in the preparation of its previous
annual financial statements.
8. DOCUMENTATION. All documents required hereunder shall be in form and
substance satisfactory to the Bank.
9. JOINT AND SEVERAL OBLIGATIONS. If this Agreement is signed by more than one
Borrower, all obligations of the Borrowers are their joint and several
obligations, and all references to the Borrower herein shall be deemed to
refer to each of them, either of them, and all of them.
10. UNENFORCEABILITY. In the event any term or provision of this Agreement or
the application thereof to any person or circumstance shall, to any extent,
be held invalid or unenforceable, the remainder of this Agreement or the
application of such term or provision to persons or circumstances other
than those to which it is held invalid or unenforceable, shall be valid
and enforceable to the fullest extent permitted by law.
11. CUMULATIVE REMEDIES; SETOFF. The rights and remedies provided the Bank in
this Agreement and in the other Loan Documents shall be cumulative and
shall be in addition to and not in derogation of any rights or remedies
provided the Bank in any other document, instrument or agreement or under
applicable law or otherwise, and may be exercised concurrently or
successively. Borrower and any Guarantor hereby grant to Bank, a lien,
security interest and right of setoff as security for all liabilities and
obligations to Bank, whether now existing or hereafter arising, upon and
against all deposits, credits, collateral and property, now or hereafter
in the possession, custody, safekeeping or control of Bank or any entity
under the control of FleetBoston Financial Corporation, or in transit to
any of them. At any time, without demand or notice, Bank may set off the
same or any part thereof and apply the same to any liability or obligation
of Borrower and any Guarantor even though unmatured and regardless of the
adequacy of any collateral securing the Loan. ANY AND ALL RIGHTS TO
REQUIRE BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER
COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF
WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER OR
ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.
12. ASSIGNMENTS AND PARTICIPATIONS. The Borrower agrees that the Bank shall
have the right at all times to sell all or any portion of the Loan and all
Loan Documents, and to grant one or more participations in the Loan and in
all Loan Documents. In connection therewith, the Borrower hereby
irrevocably authorizes the Bank to deliver to each such purchaser,
participant and prospective purchaser and prospective participant originals
and copies of all Loan Documents and all financial statements and other
credit and factual data from time to time in the Bank's possession which
relate to the Borrower and/or all guarantors, if any, of the Loan. The
Borrower further agrees that the Bank shall have the right at all times to
disclose and report to credit reporting agencies such information
pertaining to the Borrower and/or all guarantors, if any, as is consistent
with the Bank's policies and practices from time to time in effect.
13. MAXIMUM RATE OF INTEREST. All provisions of this Agreement are expressly
subject to the condition that in no event shall the amount paid or agreed
to be paid to the Bank hereunder and deemed interest under applicable law
exceed the maximum rate of interest on the unpaid principal balance of the
Loan allowed by applicable law (the "Maximum Allowable Rate"), which shall
mean the law in effect on the date of this Agreement, except that if there
is a change in such law which results in a higher Maximum Allowable Rate
being applicable to this Agreement, then this Agreement shall be governed
by such amended law from and after its effective date. In the event that
fulfillment of any provision of this Agreement results in the interest rate
hereunder being in excess of the Maximum Allowable Rate, the obligation to
be fulfilled shall automatically be reduced to eliminate such excess. If,
notwithstanding the foregoing, the Bank receives an amount which under
applicable law would cause the interest rate set forth in this Agreement to
exceed the Maximum Allowable Rate, the portion thereof which would be
excessive shall automatically be applied to and deemed a prepayment of the
unpaid principal balance of the Loan and not a payment of interest.
14. WAIVER OF JURY TRIAL. THE BORROWER WAIVES ANY RIGHTS IT MAY HAVE TO A
TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT
AND ANY OF THE OTHER LOAN DOCUMENTS, AND AGREES THAT ANY SUCH DISPUTE SHALL
BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.
15. JURISDICTION AND VENUE. The Borrower irrevocably consents that any legal
action or proceeding against it or any of its property with respect to any
matter arising under or relating to this Agreement and the other Loan
Documents may be brought in any court of the State, or any Federal Court of
the United States of America located in the State, as the Bank may elect,
and by execution and delivery of this Agreement the Borrower hereby
submits to and accepts with regard to any such action or proceeding, for
itself and in respect of its property, generally and unconditionally, the
jurisdiction of the aforesaid courts. The Borrower further irrevocably
consents to the service of process in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid,
to the Borrower at its address set forth herein. The foregoing, however,
shall not limit the Bank's rights to serve process in any other manner
permitted by law or to bring any legal action or proceeding or to obtain
execution of judgment in any other jurisdiction. The Borrower irrevocably
waives any objection which it may now or hereafter have to the laying of
the venue of any suit, action or proceeding arising out of or relating to
this Agreement and the other Loan Documents, and further irrevocably waives
any claim that the State is not a convenient forum for any such suit,
action or proceeding.
UNITED ENERGY CORPORATION 44
<PAGE> 8
16. PRESENTMENT; ETC. The Borrower expressly waives presentment, notice of
dishonor, protest and notice of non-payment.
17. DEBIT. The Borrower hereby irrevocably authorizes the Bank and any
subsequent holder of the Note, both before and after demand, to debit any
of the Borrower's business accounts maintained with the Bank (or
subsequent holder for all sums (including without limitation principal,
interest, late fees, and other fees) payable from time to time under this
Agreement and the other Loan Documents. In addition, if the Borrower has
signed a separate authorization, the Bank is authorized to initiate ACH
debit transfers for the Loan payments and on the business account(s)
specified in the authorization. These provisions shall not obligate the
Bank to create or allow any overdraft, and such authority shall not relieve
the Borrower of the obligation to assure that payments are made when due.
18. INTEGRATION. The Loan Documents supersede all prior agreements between the
parties with respect to the Loan, whether oral or written, including,
without limitation, all correspondence between counsel for the respective
parties. The Loan Documents constitute the entire agreements between the
parties with respect to the Loan, and the rights, duties, and obligations
of the parties with respect thereto.
19. LENDER LIABILITY. The Bank shall not be liable for any loss sustained by
any party resulting from any action, omission, or failure to act by the
Bank, whether with respect to the exercise or enforcement of the Bank's
rights or remedies under the Loan Documents, the Loan, or otherwise, unless
such loss is caused by the actual willful misconduct of the Bank conducted
in bad faith. IN NO EVENT SHALL THE BANK EVER BE LIABLE FOR CONSEQUENTIAL
OR PUNITIVE DAMAGES, ANY RIGHT OR CLAIM THERETO BEING EXPRESSLY AND
UNCONDITIONALLY WAIVED.
20. BANK'S DECISIONAL STANDARDS. To the extent that applicable laws require
the Bank's actions or decisions under the Loan Documents to be conducted in
good faith, the term "good faith" shall be defined (using a subjective
standard) as honesty in fact with regard to the conduct or transaction
concerned based upon the facts and circumstances actually known to the
individual(s) acting for the Bank, and such requirement may be satisfied by
reliance upon the advice of attorneys, accountants, appraisers, architects,
engineers, or other qualified professionals. 21. DESCRIPTIVE HEADINGS;
CONTEXT. The captions in this Agreement are for convenience of reference
only and shall not define or limit any provision. Whenever the context
requires, reference in this Agreement to the neuter gender shall include
the masculine and/or feminine gender, and the singular number shall include
the plural, and, in each case, vice versa. 22. ACKNOWLEDGMENT OF COPY. The
Borrower acknowledges that it has received a fully executed copy of this
Agreement.
IN WITNESS WHEREOF, the Borrower and the Bank, by persons duly authorized,
have executed this Agreement as of May 31, 2000.
WITNESS:
UNITED ENERGY CORPORATION
/s/ James L. Biringer, VP
-------------------------- By: /s/ Ronald Wilen
----------------------
Name: Ronald Wilen
Title: President
By:
----------------------
Name:
Title:
Fleet Bank, N.A.
[signature illegible] By: /s/ James L. Biringer
---------------------
Name: James L. Biringer
Title: Vice President
UNITED ENERGY CORPORATION 45
<PAGE> 9
EXHIBIT A-1
<TABLE>
<CAPTION>
COVENANT LIMITS TESTING FREQUENCY
<S> <C> <C>
NI+Dep+Int Exp-Unfunded CAPEX-Dividends 1.20 to 1 Annual
---------------------------------------
CMLTD+Int
Minimum TNW (GAAP) 600,000 Quarterly
</TABLE>
UNITED ENERGY CORPORATION 46
<PAGE> 10
EXHIBIT A-2
PRIOR SECURITY INTERESTS IN COLLATERAL
EXHIBIT A-3
LOCATION OF EQUIPMENT
600 Meadowlands Parkway #20 Secaucus, NJ 07094
LOCATION OF INVENTORY
600 Meadowlands Parkway #20 Secaucus, NJ 07094
OFFICES CONTAINING RECORDS OF ACCOUNTS
600 Meadowlands Parkway #20 Secaucus, NJ 07094
EXHIBIT A-4
DESCRIPTION OF REAL ESTATE
NAME(S) OF RECORD OWNER
UNITED ENERGY CORPORATION 47
<PAGE> 11
LINE OF CREDIT PROMISSORY NOTE
$1,000,000.00 PRINCIPAL AMOUNT
Date: May 31, 2000
BORROWER: UNITED ENERGY CORPORATION
BANK: Fleet Bank, N.A.
BANK'S ADDRESS: 30 Montgomery Street, Jersey City, New Jersey 07303
INTEREST RATE: The interest rate per annum equal to ZERO (0.00%) percentage
points above the Prime Rate (as defined in Section 2).
PAYMENT SCHEDULE: Monthly payments of interest only in arrears shall be due and
payable commencing on JULY 1, 2000, and continuing on the same day of each
successive month, and upon payment in full of this Note. Principal shall be
due and payable on demand.
LOAN AGREEMENT: That certain Line of Credit Loan Agreement of even date between
the Bank and the Borrower relating to the indebtedness evidenced hereby,
the terms and provisions of which are incorporated herein by reference.
All capitalized words or phrases which are not otherwise specifically
defined hereinabove or elsewhere in this Note shall have the meaning
assigned in the Loan Agreement.
1. PROMISE TO PAY. FOR VALUE RECEIVED, the Borrower (jointly and severally if
more than one) promises to pay to the order of the Bank, ON DEMAND, the
Maximum Principal Amount or if less, the aggregate unpaid principal amount
of advances made by the Bank to the Borrower pursuant to the Loan
Agreement; together with interest in accordance with the Payment Schedule
and at the Interest Rate on the unpaid principal balance hereof from time
to time outstanding. Notwithstanding the foregoing, from and after demand,
all principal and other amounts outstanding and payable under this Note
shall bear interest at the rate of sixteen percent (16%) per annum until
paid in full. All interest payable hereunder shall be computed on the basis
of the actual number of days elapsed using a three hundred sixty (360) day
year.
2. PRIME RATE. Each reference in this Note to "Prime Rate" shall mean the
prime rate designated from time to time by the Bank as being its "prime
rate" of interest, such interest rate to change on the effective date of
each change in the Prime Rate, which rate of interest may not necessarily
be the lowest rate of interest charged by the Bank to anyone of its
customers or any particular class of customers.
3. PAYMENT PROVISIONS. All sums payable hereunder are payable in lawful money
of the United States of America and in immediately available funds at the
Bank's Address or at such place or places as the Bank, its successors or
assigns (collectively, the "Holder"), may designate in writing. If this
Note or any payment hereunder becomes due on a Saturday, Sunday or other
holiday on which the Bank is authorized to close, the due date of this Note
or payment shall be extended to the next succeeding business day, but any
interest or fees shall be calculated based on the actual time of payment.
Each Note payment (other than final payment in full of the Note) made by
check drawn on a bank other than the Bank shall be credited to the Note on
the business day that funds are deemed to be available under applicable
federal law.
4. PREPAYMENT. This Note may be prepaid at any time, in whole or in part,
without premium, penalty or other charge (except as set forth in the next
sentence), but with accrued interest to the day of such prepayment on the
amount prepaid. To the extent that any full prepayment during the first
twelve (12) months from the date of this Note results, directly or
indirectly, from the application of funds borrowed by the Borrower from any
lending or financial services institution other than the Bank, the Borrower
shall pay to the Bank at the time of such prepayment a non-refundable early
termination fee of $35 (if unsecured) $75 (if secured).
5. LATE FEE. If the entire amount of any principal and/or interest is not paid
in full within (10) days after the same is due, the Borrower shall pay the
Bank a later fee equal to five percent (5%) of the required payment.
6. FEES AND EXPENSES. The Borrower will pay all expenses incurred by the
Holder in connection with the preparation of the Loan Documents, the making
of the loan evidenced by this Note, and the enforcement of the rights of
the Holder in connection with this Note and the Loan Documents, including,
but not limited to, the reasonable fees of its counsel (which may include
costs allocated by the Holder's internal legal department), plus the
disbursements of said counsel. The Borrower further agrees to pay to the
Holder on demand all reasonable fees, costs and expenses incurred by the
Holder in connection with the administration of this Loan, including,
without limitation, overnight courier fees, lien search fees, filing and
recording fees, and other fees and charges as provided in the Loan
Agreement.
UNITED ENERGY CORPORATION 48
<PAGE> 12
7. PLEDGE TO FEDERAL RESERVE. Bank may at any time pledge all or any portion
of its rights under the loan documents including any portion of the
promissory note to any of the twelve (12) Federal Reserve Banks organized
under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such
pledge or enforcement thereof shall release Bank from its obligations under
any of the loan documents.
8. WAIVER. The Borrower expressly waives presentment, notice of dishonor,
protest and notice of non-payment.
9. JOINT AND SEVERAL OBLIGATIONS. If this Note is signed by more than one
Borrower, all obligations of the Borrower are their joint and several
obligations.
10. CHOICE OF LAW. This Note shall be construed in accordance with and governed
by the local laws (excluding the conflict of laws rules, so-called) of the
State of New Jersey.
WITNESS: UNITED ENERGY CORPORATION
/s/ James L. Biringer
-------------------- BY: /s/ Ronald Wilen
Vice President --------------------------
NAME: Ronald Wilen
TITLE: President
BY:
------------------- --------------------------
NAME:
TITLE:
UNITED ENERGY CORPORATION 49
<PAGE> 13
PLEDGE AGREEMENT
United Energy Corporation (jointly and severally if more than one, the
"Pledgor") and FLEET BANK, N.A., a national banking association created and
existing under the laws of the United States of America with a principal office
located at 30 Montgomery Street, Jersey City, New Jersey 07303 (the "Bank"),
agree as follows:
1. DEFINITIONS. THE FOLLOWING ADDITIONAL DEFINITIONS APPLY:
A. BORROWER: UNITED ENERGY CORPORATION.
B. LIABILITIES: All obligations, indebtedness and liability of any type of
the Borrower and the Pledgor to the Bank, whether now existing or
hereafter incurred, whether direct, indirect, absolute or contingent,
whether otherwise guaranteed or secured, and howsoever evidenced or
acquired, excluding, however, indebtedness incurred primarily for
personal, family or household purposes; the obligations of the Borrower
and the Pledgor under any agreement evidencing any of the foregoing; and
expenses or costs incurred by the Bank in the enforcement of any of its
rights with respect thereto.
C. PLEDGED COLLATERAL: (i) The property delivered or otherwise transferred
by the Pledgor to the Bank and consisting, as of the date of this
Agreement, of the property described on affixed Exhibit A; (ii) any and
all securities (both certificated and uncertificated), closely held
capital stock, notes, mortgages, instruments, documents, letters of
credit, certificates of deposit, deposit accounts, bank accounts,
balances in any account of the Pledgor with the Bank, and all other
property interests which may subsequently be delivered or transferred by
the Pledgor to the Bank; (iii) any of the foregoing when put in transit
to the Bank; (iv) in the case of securities and closely held capital
stock, Pledged Collateral shall include, without limitation, all shares
of any class of the capital stock of the issuer which shall be issued or
distributed (by way of stock dividends or otherwise) or sold by the
issuer to the Pledgor at any time or times after the date of this
Agreement or which shall be purchased or otherwise acquired by or on
behalf of the Pledgor from the issuer or from any other person or
persons at any time or times after the date of this Agreement; all
dividends of every kind which shall become and be due and payable or
distributable on or in respect of all or any of the securities and
closely held capital stock; all payments of every kind whatever which
shall become and be due and payable or distributable on account of the
purchase, redemption, repurchase or other retirement of all or any of
the securities and closely held capital stock; all other distributions
of every kind (including, without limitation, all capital distributions)
which shall become and be due and payable or distributable on or in
respect of the securities and closely held capital stock; and (v) all
proceeds of the foregoing, including, without limitation, the roll-over
or reinvested proceeds of the foregoing. Any delivery or transfer of any
of the Pledged Collateral to an agent or custodian designated by the
Bank shall be deemed a delivery or transfer to the Bank.
2. SECURITY INTEREST. The Pledgor hereby pledges and impresses the Pledged
Collateral with a lien, and grants to the Bank a security interest in the
Pledged Collateral, to secure the punctual payment and performance of all
the Liabilities.
3. PLEDGOR'S ADDITIONAL OBLIGATIONS. The Pledgor agrees that: (1) any
distribution in kind received by the Pledgor from any party for or on
account of the Pledged Collateral, including distributions of stock as a
dividend or split of any of the Pledged Collateral, shall be immediately
delivered to the Bank in the form received with any required endorsement;
(2) additional collateral in form and kind satisfactory to the Bank will be
deposited by the Pledgor with the Bank if the Bank at any time deems the
Pledged Collateral insufficient or unsatisfactory; (3) any note or other
instrument executed and delivered to the Pledgor by any party to evidence
any obligation of such party with respect to the Pledged Collateral shall be
immediately delivered with any required endorsement to the Bank. All such
items shall be held by the Bank in accordance with the terms of this Pledge
Agreement.
The Pledgor agrees to pay the Bank on demand all reasonable fees, costs
and expenses incurred by the Bank in connection with the administration of
this Pledge Agreement, including, without limitation, overnight courier
fees, lien search fees, and filing and recording fees.
The Pledgor agrees to execute and deliver to the Bank and/or third parties
designated by the Bank such additional documents, notices, requests and
other instruments as the Bank deems necessary or advisable to protect the
Bank's rights under this Pledge Agreement.
4. CERTAIN RIGHTS AND DUTIES OF BANK. The Pledgor acknowledges that: the Bank
has no duty of any type with respect to the Pledged Collateral except for
the use of due care in safekeeping any of the Pledged Collateral actually in
the physical custody of the Bank; prior to the occurrence of any event of
default described in the succeeding paragraph the Bank's rights with respect
to the Pledged Collateral shall be limited to the Bank's rights as a secured
party and pledgee and the right to perfect its security interest, preserve,
enforce and protect the lien granted hereunder and its interest in the
Pledged Collateral; and the Bank may sell, assign or grant participations in
any of the Liabilities and any of the Pledged Collateral and that the Bank's
purchaser, assignee or participant shall have the same rights and privileges
with respect to such Liabilities and Pledged Collateral as the Pledgor
grants to the Bank under this Pledge Agreement. With respect to any Pledged
Collateral with a stated maturity date (including, without limitation,
certificates of deposit and other term accounts), the Bank is authorized and
directed, upon maturity, to roll-over and reinvest such Pledged Collateral
in a similar investment, with such tenor and interest rate or yield as the
Bank, in its discretion, deems to be reflective of prevailing market
conditions. Bank may transfer Collateral into its name or that of its
nominee and may receive the income and any distributions thereon and hold
the same as Collateral for the Obligations, or apply the same to any
Obligation, whether or not a default or an Event of Default has occurred.
Prior to the occurrence of any event of default described in the succeeding
paragraph, the Bank agrees that it will not vote any Pledged Collateral
constituting securities or closely held capital stock.
5. EVENTS OF DEFAULT; REMEDIES. Upon occurrence of any event of default under
any instrument evidencing any of the Liabilities or of any of the following
events: (1) default in the payment or performance of any other of the
obligations or liabilities of the Pledgor under any agreement between the
Bank and Pledgor; (2) the Pledgor, if a business entity, discontinues
business operations at any of the Pledgor's locations; (3) the Pledgor is
generally unable to pay debts as they become due or the Bank deems itself
insecure; (4) the Pledgor makes a general assignment for the benefit of
creditors; (5) the entry of a decree, order or order for relief by a court
having jurisdiction of a case initiated by or against the Pledgor under the
federal bankruptcy code or any other federal or state laws pursuant to which
a receiver, liquidator, assignee, custodian, trustee, sequestrator, debtor
in possession, examiner or other similar official, is appointed for the
Pledgor or any of the Pledgor's property, with or without consent, for any
purpose whatsoever; (6) a substantial part of the property of the Pledgor is
taken by attachment, execution or any other form of legal process; (7) the
assertion of any levy, seizure or attachment on the Pledged Collateral; or
(8) death of an individual Pledgor or dissolution or termination of legal
existence of a corporate, limited liability company, partnership or trust
Pledgor; then the Bank, with or without notice to the Pledgor and without
demand for additional collateral, may (a) transfer the Pledged Collateral
into the name of the Bank or its nominee and vote any Pledged Collateral
constituting securities or closely held capital stock; (b) sell at public or
private sale any or all of the Pledged Collateral, which the Bank may
purchase free from any right of redemption; or (c) at its discretion in its
own name or in the name of the Pledgor take any action for the collection of
the Pledged Collateral, including the filing of a proof of claim in
insolvency proceedings, and may receive the
50
<PAGE> 14
proceeds thereof and execute releases therefor. After deducting its
expenses, including reasonable attorney's fees, incurred in the sale or
collection of the Pledged Collateral, the Bank shall apply the proceeds to
the Liabilities and shall account to the Pledgor for any surplus. The
Pledgor agrees that the Bank has no obligation to sell or otherwise
liquidate the Pledged Collateral in any particular order or to apply the
proceeds thereof to any particular portion of the Liabilities. The Pledgor
further agrees that after the occurrence of an event of default, the Bank
shall have no obligation to vote any Pledged Collateral constituting
securities or closely held capital stock.
6. POWER OF ATTORNEY, ETC. The Pledgor hereby irrevocably constitutes and
appoints the Bank the true and lawful attorney-in-fact for and on behalf of
the Pledgor with full power of substitution and revocation in its own name
or in the name of the Pledgor to make, execute, deliver and record any and
all financing statements, continuation statements, assignments, proofs of
claim, powers of attorney, leases, discharges or other instruments or
agreements which the Bank in its sole discretion may deem necessary or
advisable to perfect, preserve, enforce or protect the lien granted
hereunder and its interest in the Pledged Collateral and to carry out the
purposes of this Pledge Agreement, including but without limiting the
generality of the foregoing, any and all proofs of claim in bankruptcy or
other insolvency proceedings of the Borrower, with the right to collect and
apply to the Liabilities all distributions and dividends made on account of
the Pledged Collateral. The rights and powers conferred on the Bank by the
Pledgor are expressly declared to be coupled with an interest and shall be
irrevocable until all the Liabilities are paid and performed in full. A
carbon, photographic, or other reproduction of a security agreement
(including this Pledge Agreement) or a financing statement is sufficient as
a financing statement.
7. MISCELLANEOUS. This Pledge Agreement and the Pledged Collateral shall not
be in any way affected by the extension of time or renewal of any of the
Liabilities, the modification in any manner of the taking or release in
whole or in part of any security therefor or the obligations of any
endorsers, sureties, guarantors or other parties or the granting of any
other indulgences to the Borrower or to the Pledgor. No termination of this
Pledge Agreement shall be effective in any event until the Bank in its
discretion determines that the Liabilities of the Borrower covered by this
Pledge Agreement have been satisfied in full.
8. NOTICES. Except as otherwise specifically provided for herein, any notice,
demand or communication hereunder shall be given in writing (including
facsimile transmission or telex) and mailed or delivered to each party at
its address set forth below, or, as to each party, at such other address as
shall be designated by such party by a prior notice to the other party in
accordance with the terms of this provision. Any notice to the Bank shall
be sent as follows: Fleet Bank, N.A., 2970 Transit Road NY/BU/2083, West
Seneca, NY 14224, Attention Central Documentation. Any notice to the
Pledgor shall be sent to the address(es) as referenced below. All notices
hereunder shall be effective upon the earliest to occur of (i) five (5)
business days after such notice is mailed, by registered or certified mail,
postage prepaid (return receipt requested), (ii) upon delivery by hand
(iii) upon delivery if delivered by overnight courier (such delivery to be
evidenced by the courier's records), and (iv) in the case of any notice or
communication by telex or telecopy, on the date when sent.
9. JOINT AND SEVERAL OBLIGATIONS; CONSTRUCTION. If more than one Pledgor has
signed this Pledge Agreement, the obligations of the Pledgor are joint and
several. The term "Pledgor" and all pronouns referring thereto as used
herein shall be construed in the masculine, feminine, neuter or singular
or plural as the context may require.
10. CHOICE OF LAW. This Pledge Agreement is executed under and shall be
construed in accordance with the local laws (excluding the conflict of
laws rules, so-called) of the state in which the Bank has its principal
office (as indicated on page 1 hereof).
11. SUCCESSORS AND ASSIGNS. This Pledge Agreement shall inure to the benefit
of the Bank and its successors and assigns and shall bind the Pledgor and
the successors, representatives and heirs of the Pledgor.
This Pledge Agreement has been executed by the Pledgor and the Bank in
duplicate original as of the ____ day of ____________, ____.
WITNESS:
/s/ James L. Biringer, Vice President /s/ Ronald Wilen, President
------------------------------------- ---------------------------
Name: United Energy Corporation
600 Meadowlands Parkway #20
----------------------------
Address: Secaucus, NJ 07094
Ronald Wilen, President
Fleet Bank, N.A.
BY: /s/ James L. Biringer
-----------------------------
Name: James L. Biringer
Title: Vice President
51
<PAGE> 15
EXHIBIT A
(Description of Pledged Collateral)
SECURITIES AND CLOSELY HELD CAPITAL STOCK (CORPORATE)
<TABLE>
<CAPTION>
ISSUER NO. OF SHARES CERTIFICATE NO. CUSIP NO.
------ ------------- --------------- -----------
<S> <C> <C> <C>
United Energy Corporation 750,000 4215 910900 20 8
</TABLE>
52
<PAGE> 16
GUARANTY
This Guaranty is executed and delivered as of May 31, 2000, by the undersigned,
JOSEPH J. GRANO, (jointly and severally if more than one, the "Guarantor") to
FLEET BANK, N.A., a national banking association created and existing under the
laws of the United States of America with a principal office located at 30
Montgomery Street, Jersey City, New Jersey 07303 (the "Bank").
WITNESSETH:
WHEREAS, the Bank and UNITED ENERGY CORPORATION (the "Borrower") intend to enter
into a loan transaction of even date herewith; and
WHEREAS, the Bank has advised the Guarantor that it will not enter into the
aforesaid loan transaction with the Borrower unless, among other matters, the
Guarantor guarantees the punctual payment and performance of all obligations of
the Borrower to the Bank as hereinafter provided, including without limitation
the punctual payment of all principal, interest and fees; and
WHEREAS, the Guarantor is willing and has agreed to guarantee the payment and
performance of the aforesaid obligations, as hereinafter provided.
NOW, THEREFORE, in consideration of any and all loans, advances, discounts and
extensions of credit made and to be made by the Bank to, for the account of, or
on behalf of the Borrower, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Guarantor agrees as follows:
1. DEFINITION OF LIABILITIES. "Liabilities of the Borrower" shall mean all
obligations, indebtedness and liability of any type of the Borrower to
the Bank, whether now existing or hereafter incurred, whether direct,
indirect, absolute or contingent, whether otherwise guaranteed or
secured, and howsoever evidenced or acquired (excluding, however,
indebtedness incurred primarily for personal, family or household
purposes); the obligations of the Borrower under any agreement
evidencing any of the foregoing; expenses and costs incurred by the Bank
in the enforcement of any of its rights with respect thereto, including
without limitation reasonable attorneys' fees; and any and all costs and
expenses incurred by the Bank for appraisals, environmental site
assessments, and examinations and inspections of both books and records
and property including, without limitation, the fees and expenses of all
engineers, appraisers and other professionals.
2. GUARANTY OF LIABILITIES. The Guarantor hereby guarantees to the Bank the
full and prompt payment and performances of all Liabilities of the
Borrower. The obligations of Guarantor hereunder are primary and not
contingent. Notwithstanding the name of this document, reference to the
term Guarantor, or any other provision herein to the contrary, Guarantor
acknowledges and agrees that this Guaranty is intended to be a contract
of suretyship and that the Guarantor has agreed to act as a surety to
the Bank.
3. GUARANTY ABSOLUTE AND UNCONDITIONAL. This is a continuing, absolute and
unconditional Guaranty which is subject to no limitations except those
expressly agreed to by the Guarantor and the Bank in writing. This
Guaranty is not conditioned or contingent upon the genuineness,
validity, or enforceability of the loan documents or other instruments
relating to the creation or performance of the Liabilities of the
Borrower or the pursuit by the Bank of any remedies which the Bank has
now or may hereafter have with respect thereto under the loan documents
at law, in equity, or otherwise. Furthermore, the Guarantor shall
forthwith pay all sums due to the Bank hereunder without regard to any
counterclaim, setoff, deduction, or defense of any kind which any party
obligated under the loan documents may have or assert, and without
abatement, suspension, deferment, or reduction on account of any
occurrence whatsoever.
4. EVENTS OF DEFAULT. Upon the occurrence of any event of default under any
instrument evidencing any of the Liabilities of the Borrower or any of
the following events: (a) default in the payment or performance of any
other obligations or liabilities of the Guarantor under any other
agreement between the Bank and the Guarantor; (b) the Guarantor, if a
business entity, discontinues business operations at any of the
Guarantor's locations; (c) the Guarantor is generally unable to pay
debts as they become due or the Bank deems itself insecure; (d) the
Guarantor makes a general assignment for the benefit of creditors; (e)
the entry of a decree, order or order for relief by a court having
jurisdiction of a case initiated by or against the Guarantor under the
federal bankruptcy code or any other federal or state laws pursuant to
which a receiver, liquidator, assignee, custodian, trustee,
sequestrator, debtor in possession, examiner or other similar official,
is appointed for the Guarantor or any of the Guarantor's property, with
or without consent, for any purpose whatsoever; (f) a substantial part
of the property of the Guarantor is taken by attachment, execution or
any other form of legal process; or (g) death of an individual Guarantor
or dissolution of a Guarantor that is a business entity; then the
liabilities and obligations of the Guarantor hereunder shall immediately
become due and payable at the election of the Bank without notice or
demand. The Bank shall have no obligation to exercise any right or
remedy or to seek any recovery from any party obligated under the loan
documents or to realize upon any collateral prior to proceeding
hereunder against the Guarantor, and likewise the enforcement of the
Bank's rights against the Borrower, any other party to the loan
documents, or any collateral, shall not impair the right of the Bank to
enforce this Guaranty against the Guarantor. The Guarantor expressly
agrees that any such action by the Bank shall never operate as a release
or other diminution of the liability of the Guarantor under this
Guaranty.
5. RESTRICTIONS ON ASSET TRANSFERS. The Guarantor hereby covenants that
during such time as this Guaranty is in effect, the Guarantor will not
make or permit any substantial diminution in the Guarantor's net worth
and will not sell, mortgage or pledge any material portion of the
Guarantor's real or personal property (except mortgages, security
agreements and pledges to the Bank as security for this Guaranty and
guarantees and other transactions in the ordinary course of the
Guarantor's business and of a type
UNITED ENERGY CORPORATION 53
<PAGE> 17
and magnitude similar to those of past transactions in the ordinary
course of business) without having first obtained the Bank's written
consent therefor.
6. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. The Guarantor hereby
represents and warrants that: (a) neither the execution nor performance
of this Guaranty will violate any indenture, agreement or other
instrument to which the Guarantor is a party, or by which the Guarantor
is bound, or be in conflict with, result in a breach of or constitute
with due notice or lapse of time or both a default under, or except as
may be provided by this Guaranty, result in the creation or imposition
of any lien, charge or encumbrance of any nature whatsoever upon any of
the property or assets of the Guarantor pursuant to any such indenture,
agreement or instrument; (b) there is no action suit or proceeding at
law or in equity or by or before any governmental instrumentality or
other agency now pending or, to the knowledge of the Guarantor,
threatened or affecting the Guarantor which, if adversely determined,
would have a material adverse effect on the business, operations,
properties, assets or condition, financial or otherwise, of the
Guarantor; (c) the Guarantor is not party to any agreement or instrument
or subject to any restriction adversely affecting the guarantor's
business, properties or assets, operations or conditions, financial or
otherwise; (d) the Guarantor is not in material default in the
performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in any agreement or instrument to
which the Guarantor is a party; and (e) if a corporate, partnership,
limited liability company or trust Guarantor, it is duly organized,
validly existing and in good standing under the laws of the state of its
formation and in every other jurisdiction, except where the failure to
so qualify would not have a material adverse effect on the Guarantor,
its property, its financial condition or otherwise.
7. GUARANTOR'S WAIVERS; WAIVER OF SUBROGATION. The Guarantor waives notice
of the incurring of Liabilities of the Borrower, the acceptance of this
Guaranty by the Bank; presentment and demand for payment, protest,
notice of protest, notice of dishonor or non-payment of any instrument
evidencing any Liabilities of the Borrower, acceleration, and intent to
accelerate; any right to require suit against the Borrower or any other
party before enforcing this Guaranty; any right to have security applied
before enforcing this Guaranty in any manner; any right to marshaling of
assets; the defense of impairment of collateral; and all other
suretyship defenses. The Guarantor consents and agrees that renewals and
extensions of time of payment, surrender, release, exchange,
substitution, dealing with or taking of additional collateral security,
taking or release of any guaranties, abstaining from taking advantage of
or realizing upon any collateral security or other guaranties and any
and all other forbearances or indulgences granted by the Bank to the
Borrower or any other party may be made, granted and effected by the
Bank without notice to the Guarantor and without in any manner affecting
the Guarantor's liability hereunder. Any notice to the Guarantor by the
Bank at any time shall not imply that such notice or any further or
similar notice was or is required. The Guarantor also hereby waives any
claim, right or remedy which the Guarantor may now have or hereafter
acquire against the Borrower that arises hereunder and/or from the
performance by the Guarantor hereunder including, without limitation,
any claim, remedy or right of subrogation, reimbursement, exoneration,
contribution, indemnification, or participation in any claim, right or
remedy of the Bank against the Borrower or any security which the Bank
now has or hereafter acquires, whether or not such claim, right or
remedy arises in equity, under contract, by statute, under common law or
otherwise.
8. SETOFF RIGHTS. Borrower and any Guarantor hereby grant to Bank, a lien,
security interest and right of setoff as security for all liabilities
and obligations to Bank, whether now existing or hereafter arising, upon
and against all deposits, credits, collateral and property, now or
hereafter in the possession, custody, safekeeping or control of Bank or
any entity under the control of FleetBoston Financial Corporation, or in
transit to any of them. At any time, without demand or notice, Bank may
set off the same or any part thereof and apply the same to any liability
or obligation of Borrower and any Guarantor even though unmatured and
regardless of the adequacy of any collateral securing the Loan. ANY AND
ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH
RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO
EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR
OTHER PROPERTY SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER
PROPERTY OF THE BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY,
VOLUNTARILY AND IRREVOCABLY WAIVED.
9. FEES AND EXPENSES. The Guarantor agrees to pay the Bank any and all
costs, expenses and reasonable attorneys' fees (which may include costs
allocated by the Bank's internal legal department), paid or incurred by
the Bank in administering, enforcing or endeavoring to enforce this
Guaranty, including, without limitation, overnight courier fees, lien
search fees, and filing and recording fees. The Guarantor hereby grants
to the Bank a continuing security interest in all accounts, deposits, and
property of the Guarantor, and all proceeds thereof, from time to time
with or in the hands of the Bank to secure the liabilities of the
Guarantor, and the Bank shall have the same right to setoff with respect
to deposits and other credits of the Guarantor as it has with respect to
deposits and other credits of the Borrower under any agreements
evidencing any of the Liabilities of the Borrower or under any applicable
law.
10. PREFERENCE, ETC. The Guarantor agrees that this Guaranty shall continue
to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of the principal of, interest on, or fees
with respect to any of the Liabilities of the Borrower is rescinded or
must otherwise be restored or returned by the Bank upon insolvency,
bankruptcy or reorganization of the Borrower or the Guarantor, or
otherwise, all as though such payment had not been made.
11. CHOICE OF LAW; MODIFICATION; SUCCESSORS AND ASSIGNS. (hereinafter the
"State"). It may not be amended, modified or waived except by a written
instrument describing such amendment, modification or waiver executed by
the Guarantor and the Bank. It may not be assigned by the Guarantor. It
shall inure to the benefit of the Bank and its successors and assigns and
shall bind the Guarantor and the successors, representatives and heirs of
the Guarantor.
12. WAIVER OF JURY TRIAL. THE GUARANTOR HEREBY WAIVES ANY RIGHTS IT MAY HAVE
TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS
GUARANTY, AND AGREES THAT ANY
UNITED ENERGY CORPORATION 54
<PAGE> 18
SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.
13. JURISDICTION AND VENUE. The Guarantor hereby irrevocably consents that any
legal action or proceeding against the Guarantor or any of the Guarantor's
property with respect to any matter arising under or relating to this
Guaranty may be brought in any court of the State, or any Federal Court of
the United States of America located in the State, as the Bank may elect,
and by execution and delivery of this Guaranty the Guarantor hereby submits
to and accepts with regard to any such action or proceeding, for itself and
in respect of its property, generally and unconditionally, the jurisdiction
of the aforesaid courts. The Guarantor further irrevocably consents to the
service of process in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to the Guarantor
at its address set forth herein. The foregoing, however, shall not limit the
Bank's rights to serve process in any other manner permitted by law or to
bring any legal action or proceeding or to obtain execution of judgment in
any other jurisdiction. The Guarantor hereby irrevocably waives any
objection which it may now or hereafter have to the laying of the venue of
any suit, action or proceeding arising out of or relating to this Guaranty,
and hereby further irrevocably waives any claim that the State is not a
convenient forum for any such suit, action or proceeding.
14. BORROWER'S DISCHARGE. If for any reason any of the Liabilities of the
Borrower have been discharged or have become irrecoverable from the Borrower
by operation of law or for any other reason, the liabilities of the
Guarantor under this Guaranty shall nevertheless remain in full force and
effect notwithstanding such discharge or irrecoverability.
15. PROSPECTIVE TERMINATION ONLY. This Guaranty shall not be terminated until
the Bank in its discretion determines that the Liabilities of the Borrower
covered by this Guaranty have been satisfied in full.
16. FINANCIAL STATEMENTS; TAX RETURNS. During each calendar year that this
Guaranty is in effect, the Guarantor agrees to furnish to the Bank on or
before one hundred and twenty (120) days after the Guarantor's fiscal year
end, the following: in the case of a corporate, limited liability company,
partnership or trust Guarantor, financial statements (audited if requested),
balance sheets, profit and loss statements, together with supporting
schedules, signed and in such form as may be acceptable to the Bank; in the
case of an individual Guarantor, signed personal financial statements on a
form prescribed by the Bank; in the case of corporate, trust, and individual
Guarantors, current Federal income tax returns (with all schedules and
exhibits); in the case of a partnership Guarantor, Form 1065 (with all
schedules and exhibits); and in the case of a limited liability company
Guarantor, the appropriate current Federal income tax return (with all
schedules and exhibits). In any event, all the documents referred to in the
foregoing sentence must be submitted to the Bank if there occurs a material
adverse change in the financial or business condition of the Borrower or the
Guarantor or an event of default under this Guaranty.
17. NOTICES. Except as otherwise specifically provided for herein, any notice,
demand or communication hereunder shall be given in writing (including
facsimile transmission or telex) and mailed or delivered to each party at
its address or telecopier number set forth below, or, as to each party, at
such other address or telecopier number as shall be designated by such party
by a prior notice to the other party in accordance with the terms of this
provision. Any notice to the Guarantor shall be sent to the address(es) as
referenced below. All notices hereunder shall be effective upon the earliest
to occur of (i) five (5) business days after such notice is mailed, by
registered or certified mail, postage prepaid (return receipt requested),
(ii) upon delivery by hand (iii) upon delivery if delivered by overnight
courier (such delivery to be evidenced by the courier's records), and (iv)
in the case of any notice or communication by telex or telecopy, on the date
when sent.
18. ASSIGNMENTS AND PARTICIPATIONS. The Guarantor agrees that the Bank shall
have the right at all times to sell all or any portion of the Liabilities of
the Borrower and all documents and instruments evidencing or pertaining to
the Liabilities of the Borrower including this Guaranty, and to grant one or
more participations in the Liabilities of the Borrower and in all documents
and instruments evidencing or pertaining to the Liabilities of the Borrower
including this Guaranty. In connection therewith, the Guarantor hereby
irrevocably authorizes the Bank to deliver to each such purchaser,
participant and prospective purchaser or participant originals and copies of
all loan documents and instruments and this Guaranty and all financial
statements and other credit and factual data from time to time in the Bank's
possession which relate to the Borrower and/or all guarantors, including the
Guarantor. This Guaranty is expressly declared to be transferrable and
assignable.
19. JOINT AND SEVERAL OBLIGATIONS; GENDER. If more than one Guarantor has signed
this Guaranty, the obligations of the Guarantor are joint and several. The
term "Guarantor" and all pronouns referring thereto as used herein shall be
construed in the masculine, feminine, neuter or singular or plural as the
context may require.
20. DOLLAR LIMITATION. This guarantee is limited to: $1,000,000.00.
This Guaranty has been executed by the Guarantor, through its duly authorized
representative where required, as of the date above written.
WITNESS: Sworn to me this
8th day of June, 2000
/s/ Judith A. Mee
/s/ Concetta B. Kristan JUDITH A. MEE /s/ Joseph J. Grano
----------------------- Notary Public, State --------------------
of New York Name: Joseph J. Grano
No. 43-4800341 Address: Sheepfield Drive,
Qualified in Richmond PO Box 583
County New Vernon, NJ 07976
Commission Expires
August 31, 2000
UNITED ENERGY CORPORATION 55
