UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 23, 1997 (July 1, 1997)
ENVIRONMENTAL REMEDIATION HOLDING CORP.
(Exact name of registrant as specified in its charter)
Colorado 333-21567 88-0218499
(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
420 Jericho Parkway, Suite 321
Jericho, NY 11753
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 433-4730
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Item 5. Other Events
$5,000,000.00 Performance Bond issued by Galaxy International Indemnity, A.V.V.
to the Government of the Peoples Democratic Republic of Sao Tome & Principe on
behalf of Environmental Remediation Holding Corp.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Environmental Remediation Holding Corp.
(Registrant)
Dated: July 22, 1997
By: /s/ Noreen G. Wilson
Noreen G. Wilson
Vice President
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GALAXY INTERNATIONAL INDEMNITY A.V.V.
PERFORMANCE BOND
FROM: GALAXY INTERNATIONAL INDEMNITY A.V.V.
TO: Name of Insured
GUARANTEE NO: FGB 97-0523-200 CURRENCY: USS
EFFECTIVE DATE: JULY 1, 1997 AMOUNT: $5,000,000.00
EXPIRATION DATE: JULY 1, 1998 ISSUED IN: Oranjested, Aruba
For value received, we the undersigned: GALAXY INTERNATIONAL INDEMNITY, A.V.V.
hereby issue our irrevocable, unconditional and freely transferable guarantee of
payment as set out herein:
KNOW ALL MEN BY THESE PRESENTS THAT "ENVIRONMENTAL REMEDIATION HODING CORP."
(hereafter called "Principal"), as Principal, and Galaxy International Indemnity
A.V.V. as Surety (Guarantor), are held firmly bound unto "GOVERNMENT OF THE
PEOPLE DEMOCRATIC REPUBLIC OF SAO TOME & PRINCIPE" (hereafter called, Obligee-"
Beneficiary") in the sum of US $5,000,000.00 (Five Million) for the payment of
which sum will and truly be made, the Principal and Surety bind themselves
jointly and severally.
WHEREAS, the Principal has entered into a written contract, dated the 1st day of
July, 1997 with the Obligee which contract is attached hereto as Annexure "A".
AND WHEREAS, the condition of the contract is such, that if the Principal shall
will and truly perform and carry out the covenants, terms and conditions of said
contract, then this guarantee shall be null and void, otherwise it shall remain
in full force and effect until expiration as shown below.
NOW, THEREFORE, We, Galaxy International Indemnity A.V.V. in consideration of
1. Payment of the Premium as set out in Annexure "B".
2. The proper assignment of collateral in favor of Galaxy International
Indemnity A.V.V. as set out in Annexure "C".
3. The General Indemnity Agreement completed by the Principals
(Annexure "D" Copy of original, hereby irrevocable agree upon default by the
Principal to pay immediately upon first demand by the Obligee the amount in
default until all obligations under the terms of the contract as arranged
between the Principal and the Obligee have expired in full. This Guarantee is
effective from July 1, 1997 and will expire at the close of business in our
office on July 1, 1998.
Claim settlements as per policy.
Such payments shall be made without set-off and free and clear of any deduction
or changes, fees, or withholding of any nature now or hereafter imposed, levied,
collected, withheld or assessed.
This Guarantee shall be governed by and shall be construed in accordance with
the laws of Aruba.
This document is subject to the Uniform Customs and Practice for Documentary
Credits. 1993 Revision, ICC publication No. 500. Notice of communication shall
be in writing and addressed to Galaxy International Indemnity A.V.V., Sun Plaza,
Suite 306, Lloyd G. Smith Boulevard 160, Oranjestad, Aruba.
This is an operative instrument and NO mail confirmation will follow:
Dated this 23rd day of May, 1997.
By: /s/ Bruce Reed President
Galaxy International Indemnity A.V.V.
By: /s/ Judy C. Blanchard Secretary
Galaxy International Indemnity A.V.V.
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ANNEXURE "A"
THIS WOULD BE A COPY OF YOUR CONTRACT WITH THE GOVERNMENT.
<PAGE>
ANNEXURE "B"
PREMIUM SCHEDULE
PREMIUM DESPOSIT $400,000.00
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ANNEXURE "C"
SECURITY AGREEMENT
FOR INDUCING SURETY TO ENTER INTO BONDS
This SECURITY AGREEMENT dated July 1, 1997 by and between Environmental
Remediation Holding Corp. (herein called the "Debtor") and Galaxy International
Indemnity A.V.V. (herein called the "Secured Party"); In consideration of the
mutual covenants herein contained, and other good and valuable consideration,
the parties hereto agree as follows:
SECTION ONE
THE SECURITY INTEREST
The Debtor hereby grants to the Secured Party, as the Secured Party Hereunder, a
security interest in the collateral described in EXHIBIT A attached hereto and
made a part hereof (herein called the "Collateral") to secure the liabilities
described in Exhibit B (herein called the "Liabilities"), plus all liabilities
or obligations of the Debtors to the Secured Party, howsoever evidenced, of
every kind and description, including those indirect, contingent, to become due,
or hereafter arising.
SECTION TWO
COVENANTS AND REPRESENTATIONS
The Debtor covenants and represents as follows:
Section 2.1 Ownership. The Debtor is and shall continue to be the owner
of the Collateral free of any lien or encumbrances (except of the Secured Party)
and will defend same against all adverse claims and demands.
Section 2.2 Possession. Unless the Secured Party demands possession or
agrees otherwise, the Debtor shall have possession of the Collateral in trust
for the Secured Party and shall not sell, lease, encumber or dispose of the
Collateral, except for inventory sold or leased in the ordinary course of the
Debtor's business.
Section 2.3 Maintenance and Insurance. The Debtor will care for,
protect, and maintain the Collateral; keep proper records thereof, permit the
Secured Party to inspect the Collateral; and inform the Secured Party of the
Collateral's location. The Debtor will keep the Collateral insured by such
companies, in such amounts and against such risks as shall be acceptable to the
Secured Party with loss payable clauses in favor of the Secured Party, and shall
furnish evidence of such insurance satisfactory to the Secured Party. The Debtor
assigns and directs any insurer to pay the Secured Party the proceeds of all
such insurance and any premium refund, and authorize the Secured Party to
endorse in the name of the Debtor any instrument for such proceeds and refunds
and, at the option of the Secured Party, to apply such proceeds and refunds to
any unpaid balance of the Liabilities, weather or not due, and/or to restoration
f the Collateral, refunding any excess to the Debtor. The Secured Party is
authorized in the name of the Secured Party or otherwise to purchase, adjust,
settle claims under and/or cancel any insurance on the Collateral, and is hereby
appointed the Debtor's attorney-in-fact to make adjustments of all insurance
losses, to sign applications, receipts, releases, and other papers necessary for
the purchase of insurance or the collection of any loss and any returned or
unearned premium, to execute proofs of loss, to make settlements and to endorse
and collect any check or other item payable to the Debtor issued in connection
therewith. The power of attorney hereby created to a power coupled with an
interest with full power of substitution. The Debtor will promptly pay all
taxes, fees, liens, encumbrances, and cost pertaining to the Collateral.
Section 2.4 Financial Statements. The Debtor agrees to deliver to the
Secured Party, when requested, financial statements in form satisfactory to
Secured Party. The Debtor also agree to permit any employee or representative of
the Secured Party to examine all of the Debtor's books and records at any time
during normal business hours. The Debtor represents and warrants to the Secured
Party that all financial statements and credit applications
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furnished to the Secured Party do and will accurately reflect the financial
conditions and operations of the Debtor at the times and for the periods stated
therein.
Section 2.5 Collection of Accounts Receivable. If Collateral includes
accounts receivable, the Debtor agrees to collect all such accounts receivable
as they become due.
SECTION THREE
EVENTS AND DEFAULT AND REMEDIES
Section 3.1 Events of Default. The occurrence of any of the following
events with respect to the Debtor shall constitute a default hereunder, (I)
Failure by Debtor to pay any of the Liabilities when due; (ii) failure by Debtor
to observe or perform any provision of this agreement or of any instrument
pertaining to the liabilities; (iii) The making or furnishing by Debtor to
Secured Party of any representation, warranty, financial statement, or other
information in connection with this Agreement which is materially false; (iv)
The calling of a meeting of creditors; (v) An order for relief is entitled in
any case commenced by or against Debtor under any Bankruptcy laws, as now or
hereafter in effect; (vi) The filing or commencing of an action or preceding
under any bankruptcy laws, insolvency, composition, reorganization, liquidation,
dissolution or other similar law, or such a proceeding is commenced against
Debtor and either an order of insolvency, dissolution, liquidation or
reorganization is entered against Debtor or the proceeding remains undismissed
or unstayed for 60 days; (vii) The making of an assignment for the benefit of
creditors or commencing any similar Debtor relief proceeding, whether judicial
or non judicial, (viii) The making of any application for or the appointment of
any receiver, trustee, or custodian of debtor or it property; (ix) The death of
Debtor, (x) The insolvency, dissolution, failure or suspension of the usual
business of Debtor; (xi) The Failure to pay, or admission in writing of
inability to pay, debts general as they become due; (xii) An order of issuance
of an injunction, attachment, garnishment, execution, tax levy, or other process
or seizure against Debtor's property of the Collateral; (xiii) The award by any
court of a final money judgment against Debtor or any injunctive or other
equitable order suspending the usual business of Debtor; (xiv) Failure to pay,
withhold, collect or remit any tax or tax deficiency, by any goverment, when
assessed or due; (xv) Failure to pledge or hypothecate hereunder additional
security when and as demanded by the Secured Party; (xvi) Secured Party shall
deem itself insecure, in good faith believing that the prospect of payment of
the Liabilities of performance of the agreement is impaired; (xviii) The failure
by Debtor to pay any supplier of goods and services to Debtor used directly or
indirectly by Debtor in the performance of any contract in which the Secured
Party is a Surety.
Section 3.2 Rights After Default. Upon occurrence of any event of
default, all the liabilities, at the option of the Secured Party, and without
any notice or demand, shall become due and payable immediately; and the Secured
Party shall have all rights and remedies for default provided by law and in this
or any other instrument of the Debtor to the Secured Party or to which the
Debtor and the Secured Party are parties. The Secured Party may require the
Debtor to assemble the Collateral and to make it available to the Secured Party
at any convenient place designated by the Secured Party, which the Debtor hereby
agrees to do. At any time or times after the Liabilities become due, the Secured
Party is empowered to collect, sell, assign, transfer, set over and deliver the
whole or any part of the Collateral, as may be appropriate, at public or private
sale, either for cash or on credit or for future delivery, without assumption of
credit risk, without demand, advertisement, or notice, which are hereby
expressly waived, unless prohibited by law, and at any such sale the Secured
Party may become the purchaser of the whole or any part of the collateral,
discharged from any right redemption. Upon any such sale, after deducting all
costs and expenses of every kind, the residue of proceeds thereof may be applied
as the Secured Party may determine toward the payment of any or all of the
labilities, whether due or not due, returing the surplus, if any, to the Debtor,
and Debtor shall be and remain liable to the Secured Party for any any and every
deficiency after application of such proceeds as aforesaid. The Secured Party is
authorized to transfer into its own name or that of its nominee, at any time and
from time to time, any or all of the collateral. The Secured Party shall not be
bound to take any steps to preserve any rights in the collateral against prior
parties which the Debtor hereby assumes to do and the Secured Party shall have
exercised reasonable care in the custody and preservation of the Collateral if
it take such action for the purpose as the Debtor may reasonable require, but no
omission to comply with any such request shall be deemed a failure to exercise
reasonable care.
<PAGE>
SECTION FOUR
MISCELLANEOUS
Section 4.1 Waiver. The Secured Party shall not be deemed to have
waived any of its rights hereunder or in the collateral (or any part thereof)
unless such wavier is in writing, and no delay or omission by the Secured Party
in exercising any right shall operate as a waiver thereof or of any other
rights. The Secured Party may permit the Debtor to remedy any default without
waiving the defaults so remedied and the Secured Party may waive any default
without waiving any other subsequent or prior default by the Debtor.
Section 4.2 Parties Bound. Each person signing this Agreement, other
than the Secured Party, is a Debtor, and the Liabilities of all the Debtors are
joint and several. This Agreement benefits the Secured Party, its successors and
assigns, and binds the Debtors and their respective heirs, personal
representatives, successors and assigns.
Section 4.3 Notices. Written notice, when required by law, sent to the
address of the Debtor at least 10 calendar days (counting the day of sending)
before the date of a proposed dispositions of the Collateral is reasonable
notice.
Section 4.4 Term. This Agreement and the security interest in the
collateral created hereby shall terminate when the liabilities have been paid in
full and all other agreements between the Debtor and the Secured Party relating
to the Liabilities have terminated, and prior to such payment and termination,
this shall be a continuing agreement.
Section 4.5 Execution of Documents. The Debtor will execute all
necessary documents to accomplish the purpose hereof, including financing
statements required to perfect and continue the validity of the security
interest of the Secured Party hereunder.
Section 4.6 Governing law. This Agreement shall be deemed to be a
contract made under and shall be construed in accordance with the laws of Aruba.
IN WITNESS WHEREOF, the parties have caused this Security Agreement to
be executed on 1st day of July , 1997.
ENVIRONMENTAL REMEDIATION HOLDING CORP.
Name
/s/ Noreen G. Wilson
420 Jericho Turnpike
Address: New York, New York
By : Noreen G. Wilson
Vice President
Title:
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ANNUXURE "D"
GENERAL INDEMNITY AGREEMENT
This Agreement of Indemnity, made and entered into this 1st day of July, 1997 is
executed by the Undersigned for the purpose of Indemnifying Galaxy International
Indemnity A.V.V. herein referred to as "Surety", in connection with any Bonds
written on behalf of Environmental Rememdiation Holding Corp.
1. DEFINITIONS - The following definitions apply in this Agreement:
A. Bond - Any contractual obligation undertaken by Surety for
Principal, before or after the date of this Agreement and any
renewal or extension of said obligation.
B. Contract - Any agreement of Principal, including that which is
bonded by the Surety.
C. Principal- The person(s) or entity(ies) set forth above or any
any one of them or any combination thereof,or their successors
in interest, whether alone or joint venture with others named
herein or not.
D. Obligee - The person(s) or entity(ies) who are protected
against loss by a Bond issued by Surety.
E. Surety- Galaxy International Indemnity, A.V.V. its reinsurers,
and any other person(s) or entity(ies) which the Surety may
procure to act as a Surety or as a Co-Surety on any Bond, or
any other person or entity who executes a Bond at the request
of Surety.
F. Undersigned - The same as "Principal"
2. PREMIUM - The Principal will pay, or cause to be paid, to the Surety, as and
when each and every such bond or obligation is executed, the premium therefor in
accordance with the rates of the Surety then in force, and annually thereafter
(except when the initial premium is scheduled as a term premium) pay, to the
Surety the annual premium therefor in accordance with such rates until the
Principal shall serve upon the Surety competent, written, legal evidence
satisfactory to the Surety of its final discharge from such suretyship and any
and all renewals extensions thereof.
3. INDEMNITY - In consideration of the execution and delivery by the Surety of a
Bond or any Bonds on behalf of the Principal, the Undersigned agree to indemnify
and hold the Surety harmless from and against any and all demands, liabilities,
losses, costs, damages, attorneys' fees and expenses of whatever kind or nature
which arise by reason of, or in consequence of, the execution by the Surety of
any Bond on behalf of the Principal and whether or not the Surety shall have
paid any sums in partial or complete payment thereof, including but not limited
to: sums paid including interest, or liabilities incurred in settlement of
claim; expenses paid or incurred in or incurred in enforcing the terms of this
Agreement; expenses paid or its Bond by Surety; expenses incurred in recovering
or attempting to recover losses or expenses paid or incurred; attorneys fees and
all legal expenses related to any items herein, including in-house attorney
fees, costs and expenses; investigation, accounting or engineering services;
adjustment of claims; premiums on Bonds issued by Surety on behalf of the
Principal; monies advanced or loaned in accordance with Section 5 (D) of this
Agreement. In furtherance of such indemnity:
A. The liability of the undersigned shall extend to and include all
amounts paid by the Surety in good faith under the Belief that 1)
Principal was in default as hereinafter described in Section 4 of
this Agreement; 2)Surety was or might be liable therefor; 3)such
payments were necessary or advisable to protect any of the
Surety's rights as to avoid or lessen Surety's liability or
alleged liability.
B. Surety shall have the right to incur such expenses in handling a
claim as it shall deem necessary, including but not limited to the
expense for investigative, accounting, engineering and legal
services.
C. Surety shall have the foregoing rights, irrespective of the fact
that the Undersigned may have assumed, or offered to assume, the
defense of the Surety upon such claim.
D. In any claim or suit hereunder, an itemized statement of the
aforesaid losses, and expenses, sworn to be an officer of Surety,
or the vouchers or other evidence of disbursement by
<PAGE>
Surety, shall be prima facie evidence of the fact and extent of
the liability hereunder of the Undersigned.
E. Surety shall have the right to reimbursement of its expenses,
premiums and attorneys' fees, including in-house attorneys' fees,
costs and expenses hereunder irrespective of whether any Bond loss
payment has been made by Surety. In any suit on this Agreement,
Surety may recover its further expenses and attorneys's fees,
including in-house attorneys' fees, costs and expenses incurred in
such suit.
F. If the Principal advises the Surety in a timely manner of its
defenses relating to any claim arising out of any Bond written
pursuant to this Agreement, and instructs the Surety not to pay or
otherwise perform thereunder, based upon such defenses, the Under-
signed agrees to indemnify, hold harmless and reimburse the Surety
for any consequential or other damages- including but not limited
to attorneys' fees (whether for outside attorneys or in-house
counsel), legal costs, bad faith judgements, etc- which thereafter
may arise.
4. DEFAULT - Principal shall be in Default with respect to a Contract for which
Surety has issued a Bond if any of the following occur:
A. Principal breaches, abandons or repudiates any Contract.
B. Any Obligee declares Principal to be in Default.
C. Principal fails to pay for any labor or materials when such
payment is due.
D. Principal diverts any Contract funds from one Contract to
another, prior to the complete discharge of Surety.
E. Principal, or any of the Undersigned, breaches any provision
of this Agreement.
F. Principal, or any one of the Undersigned, becomes the subject
of any Agreement or proceedings of competency, insolvency,
bankruptcy, receivership, trusteeship, or assignment for
creditors.
G. Principal, or any one of the Undersigned, becomes insolvent.
H. Principal, (if any individual), dies, is adjudged mentally
incompetent, convicted of a felony, becomes a fugitive from
justice or disappears and cannot be located with the usual
methods.
5. REMEDIES UPON DEFAULT - In the event of a Default, as defined above, Surety
may at its option and sole discretion:
A. Take over any Contract and arrange for its completion.
B. Take possession of the Principal's equipment, materials and
supplies at the site of the work or elsewhere, and utilize the
same for completion of any Contract.
C. Take possession of the office equipment, books and records of
Principal as are necessary for completion of any Contract.
D. Loan such funds or guarantee a loan for such funds (prior to
or after Default), as Surety shall deem necessary for the
completion of any Contract and for the discharge of Surety in
connection with any Contract. Repayment of such loan shall be
the responsibility of the Undersigned.
E. Immediately file suit to enforce the provisions of this Agree-
ment.
6. COLLATERAL SECUTITY - If a claim is made against Surety, whether disputed or
not, or if Surety deems it necessary to establish a reserve for potential
claims, and upon demand from Surety, the Undersigned shall deposit with Surety
cash or other property acceptable to Surety, as collateral security, in
sufficient amount to protect Surety with respect to such claim or potential
claims and any expenses or attorneys' fee. Such collateral may be held or
utilized by Surety until it has received evidence of its complete discharge from
such claim or potential claims, and until it has been fully reimbursed for all
losses, expense, attorneys' fees and unpaid premiums. If said collateral, or
collateral previously deposited with Surety, is deemed insufficient by Surety,
the Undersigned agree to deposit additional or substitute collateral in an
amount and type acceptable to Surety. This may include the Surety's demand for
cash collateral in
<PAGE>
substitution for trust deed collateral.
The Undersigned further agrees to reimburse the Surety for all Attorney's fees,
costs expenses, etc. including any in-house attorneys' fees, in the Surety's
defense of any action brought by the Principal or indemnitors to effect the
return of their collateral, if the court subsequently upholds the Surety's
position in retaining that collateral.
7. ASSIGNMENT - As security for the performance of all of the provisions of this
Agreement, the Undersigned hereby assign, transfer, pledge and covey to the
Surety (effective as of the date of each such Bond or Bonds, but only in the
event of Default referred to in preceding Section 4):
A. All rights in connection with any Contract, including but not
limited thereto:
1. All Subcontracts let in connection therewith and such sub-
contractors' Surety Bond.
2. All machinery, plant, equipment or tools which shall be
upon the site or sites of the work or elsewhere for the
purpose of any Contract, including all material ordered
for any Contract.
3. Any and all sums due or which may thereafter become due
under any Contract and all other sums or sums due or to
become due on all other Contracts, bonded or unbonded, in
which any of the Undersigned have an interest.
4. All rights arising out of insurance policies, notes and
accounts receivable, and courses of action.
8. POWER OF ATTORNEY - The Undersigned hereby irrevocable nominate, constitute,
appoint and designate the Surety or its designee as their attorney-in-fact with
the power, but not the obligation, to exercise all of the rights assigned,
transferred and set over to the Surety by the Undersigned in this Agreement, and
to make, execute and deliver any and all additional or other assignments,
documents or papers, including but not limited to: the execution of instruments
referred to in Section 7, the endorsement of checks or other instruments payable
to any of the Undersigned deemed necessary and proper by the Surety in order to
give full effect to the intent and meaning of the within assignment for the full
protection intended to be given to the Surety under all other provisions of this
Agreement. The undersigned hereby ratify and affirm all acts and actions taken
and done by the Surety or its designee as attorney-in-fact.
9. GENERAL PROVISIONS -
A. The obligations of the Undersigned hereunder are joint and
several. Surety may bring separate suits hereunder against any or all of the
Undersigned as causes of action may accrue hereunder. Surety need not proceed
first against the Principal.
B. Undersigned will, on request to Surety, procure the discharge
of Surety from any Bond, and all liability by reason thereof.
C. Undersigned warrant that each of them is specifically and
beneficially interested in obtaining each Bond and agree to pay the initial,
renewal, and additional premiums thereon, including premiums based on overrun in
contact price according to the Surety's current rate manual recognizing that the
initial premium is fully earned upon execution of said Bond.
D. Undersigned waive notice of: any Default, the making of a
claim Surety, or Surety's loaning funds to Principal.
E. Undersigned agree to give to Surety prompt notice of any facts
which might give rise to any claim
<PAGE>
or suits against Surety upon any Bond.
F. Surety shall have the right, as its option and in its sole
discretion, to issue or cancel or decline the execution of any Bond, or renewal
thereof, including a final Bond, when it has furnished a bid Bond.
G. Surety may consent to any changes or alterations in a Contract
or Bond, without affecting the liability hereunder of the Undersigned, including
but not limited to riders extending the time of completion, or increases or
decreases in the penal sum of the bond, Undersigned hereby agree to pay any
additional premium resulting from said charges or alterations, without giving
notice thereof to the indemnitors.
H. Surety shall have every right, defense, or remedy which a
personal Surety without compensation would have, including the right to exonera-
tion.
I. Until Surety is furnished with conclusive evidence of it dis-
charge without loss from any Bonds, and until Surety has been otherwise fully
indemnified as hereunder provided, Surety shall have the right of free access to
the books, records and accounts of the Undersigned for the purpose of examining
and copying them. The Undersigned hereby authorize third parties, including but
not limited to depositories of funds of the Undersigned, to furnish to Surety
any information requested by Surety in connection with any transaction. Surety
may furnish any information, which it now has or may hereafter acquire
concerning the Undersigned, to other persons, firms or entities for the purpose
of procuring co-suretyship or reinsurance or of advising such persons, firms, or
entitles as it may deem appropriate.
J. If the executions of this Agreement by any of the Undersigned
is found defective or invalid for any reason, such defect or invalidity shall
not affect the validity of this Agreement with respect to any other of the
Undersigned. The invalidity of any provision of this Agreement by reason of the
law of any state or by any other reason shall not affect the validity of any
other provision of this Agreement.
K. The Surety may at its option, file or record this Agreement or
any other document executed by any or all the Undesigned, individually or
jointly, in connection with the application, issuance or execution of any Bond
or Bonds, or renewal thereof, coming within the scope of this instrument as: a
security agreement or as part of a financing statement or, as notice of its
prior interest and assignment under provisions of the Uniform Commercial Code or
any other statute, ordinance or regulation of any jurisdiction or government
agency, world wide. The filing or recording of such document shall be solely at
the option of the Surety. The failure to so file shall not release or discharge
any of the obligations of the Undersigned under this Agreement.
L. The Surety shall have the right to fill in any blanks left
herein and to correct any errors in filling in any blanks herein.
M. The Undersigned waive any defense that this instrument was
executed subsequent to the date of any such Bond, admitting and covenanting that
such Bond was executed pursuant to the Undersigned's request and in reliance on
the Undersigned's promise to execure this instrument.
N. This Agreement may not be changed or modified orally. No
change or modification shall be effective unless specifically agreed to in
writing.
O. In the event any of the Undersigned shall fail to execute
this instrument or become insolvent, or in the event any of the Undersigned who
execute this Agreement shall be not bound for any reason, the other Undersigned
shall, nevertheless, be bound hereunder for the full amount of the liability as
aforesaid.
P. Repeated actions may be maintained by Surety on this instrument
as breaches occur without any former action operating as a bar to any subsequent
action.
Q. Wherever used in this instrument, the plural shall include the
singular, the singular shall include the plural, and the neuter shall include
both genders as the circumstances require.
<PAGE>
R. The liability of the Undersigned hereunder shall not be
affected by: (a) the failure of the Principal to sign any bond, (b) any claim
that other indemnity or security was to have been obtained, (c) the release of
any indemnity, (d) the return or exchange of any collateral that may have been
obtained.
S. The Undersigned and their successors, executors and administ-
rators agree to hold all money or other proceeds of a Contract, however
received, as a rust for the benefit of Surety and to use such money or other
proceeds for the purpose of performing the Contract and discharging the
obligations of the Bond, and for no other purpose until the Bond is completely
exonerated.
T. Undersigned waive all right to claim any property, including
homestead, as exempt from legal process in any action hereunder.
10. WAIVER OF NOTICE - Undersigned agree that the Surety need not give us, or
any others, notice of any act, fact or information coming to the notice or
knowledge of the Surety concerning or affecting it rights or liabilities under
such bond or undersigned rights or liabilities hereunder, notice of all such
being hereby expressly waived.
11. CREDIT RELATIONSHIP - Each of the Undersigned further affirms that they
understand bonds are a credit relationship and hereby authorizes GALAXY
INTERNATIONAL INDEMNITY, A.V.V. or its authorized agents(s) to gather such
credit information it considers necessary and appropriate for purposes of
evaluating whether such credit should be effected or continued.
12. TERMINATION - This Agreement is a continuing obligation of the Undersigned
unless terminated by written notice to Surety as hereinafter provided, and such
termination by a particular Undersigned shall in no way affect the obligation of
any other Undersigned who has not given such notice. The liability of the
Undersigned hereunder as to the future Bonds of Principal shall not terminate by
reason of the failure of Surety to disclose facts known about the Principal,
even though such facts materially increases the risk beyond that which the
Undersigned might intend to assume. Whether Surety may have reason to believe
such facts are unknown to the Undersigned, or whether Surety may have reasonable
opportunity to communicate such facts to the Undersigned, the Undersigned hereby
waive notice of such facts. In order to terminate liability as to future Bonds
of Principal, an Undersigned must:
A. Give written notice of such termination by means of certified
and/or registered mail to Surety at its Home Office at Sun Plaza,
Suite 306, Lloyd G Smith Groulevard 160, Oranjestad, Aruba.
B. State in such notice the effective date(not less than thirty days
after receipt thereof by Surety) of termination of such Under-
signed's liability for future Bonds.
After the effective date of such termination by giving notice, the Undersigned
shall nonetheless be liable hereunder for:
A. Bonds executed or authorized prior to such date, and renewals,
substitutions and extensions thereof; and
B. Bonds executed pursuant to a bid or proposal Bond executed or
authorized prior to such date, and renewals, substitutions and
extensions thereof, and
C. Any maintenance or guarantee Bonds executed incidental to any
other Bond executed prior to such date, and renewals,
substitutions and extensions thereof.
13. The UNDERSIGNED represent to Surety that they have carefully read this
entire Agreement and that there are no other agreements or understandings which
in any way lessen or modify the obligations set forth herein.
IN WITNESS WHEREOF, the Undersigned who are individuals have hereunto set their
hands and seals,and the Undersigned who are partnerships, corporations or
unincorporated associations have caused this Agreement to be duly executed by
their duly authorized representatives, all on the date aforesaid.
IN WITNESS WHEREOF, we have signed and sealed the day and year first above
written.
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INDIVIDUAL
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INDIVIDUAL
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INDIVIDUAL
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INDIVIDUAL
<PAGE>
INDIVIDUAL ACKNOWLEDGMENTS
COUNTRY OF
--------------------------------
COUNTY OF
--------------------------------
On this day of , 1997, before me personally appeared
personally known to me or
proved to me on the basic of satisfactory evidence to be the person whose name
is subscribed to this instrument, and acknowledged to me that he executed
the same.
---------------------------------
Notary Public
SEAL
INDIVIDUAL ACKNOWLEDGMENTS
COUNTRY OF
--------------------------------
COUNTY OF
--------------------------------
On this day of , 1997, before me personally appeared
personally known to me or
proved to me on the basic of satisfactory evidence to be the person whose name
is subscribed to this instrument, and acknowledged to me that he executed
the same.
---------------------------------
Notary Public
SEAL
<PAGE>
MASTER SURETY
AGREEMENT
RESOLUTION AND CERTIFICATION
WHEREAS, the Noreen G. Wilson and Vice President
(title of officer) (title of officer)
of this Corporation have executed a certain MASTER SURETY AGREEMENT, AUTHORIZING
EXECUTION OF GENERAL INDEMNITY AGREEMENT, copy of which is attached hereto and
made a part hereof, in favor of GALAXY INTERNATIONAL INDEMNITY, A.V.V.
protecting it in connection with its assuming suretyship as more fully described
therein, said General Indemnity Agreement having been read at this meeting and
fully considered and approved by the directors present; and
WHEREAS, the said General Indemnity Agreement has been or will be
accepted by GALAXY INTERNATIONAL INDEMNITY, A.V.V. upon the warranty of the said
officers that this Corporation has such an interest in said suretyship as to
empower it to make said General Indemnity Agreement.
NOW, THEREFORE, BE IT RESOLVED, that the said officers of this
Corporation be, and are hereby, authorized to execute on behalf of this
Corporation the said General Indemnity Agreement, and that the acts of said
officers of this Corporation who may have already executed said General
Indemnity Agreement are hereby unanimously ratified and confirmed as the acts of
this Corporation.
BE IT FURTHER RESOLVED that the aforesaid warranty, that this
Corporation has such an interest in said suretyship as to empower it to make
said General Indemnity Agreement be, and it is hereby, ratified and confirmed as
the warranty of this Corporation.
I hereby certify that I am Vice President
(title of officer)
of ENVIRONMENTAL REMDEDIATION HOLDING CORP. , that the
(name of Corporation)
above Resolution is a true and accurate copy of a resolution unanimously adopted
by the Board of Directors at a meeting duly called and held on the 1st day of
July , 1997, in the office of said Corporation, at which meeting a quorum of the
Directors were present.
IN WITNESS WHEREOF I have here unto set my hand and the Corporate seal
of the Corporation, this 1st day of July , 1997.
(AFFIX CORPORATE SEAL) /s/ Noreen G. Wilson, Vice President
President, (name and title of officer)
/s/ James A. Griffin
Corporate Secretary
<PAGE>
