20141231Guaranty.pdf

GtvENS PunsLEY,.,"
Attorneys and Counselors at Law
601 W. Bonnock Slreet
Pa Box2720
Boise, lD 83701
Telephone: 208-388-l 200
Focsimile: 208-388-l 3m
M.givenspursley.com
Michoel C. Creomer
208-38+.1247
[e-mail]
Terri Carlock
Idaho Public Utilities Commission
472W. Washington
PO Box 83720
Boise lD 83720-0074
Re:
Dear Terri:
Per Commission Order 33193 in the above-referenced matter, I am enclosing copies of
the following documents, as executed in connection with a loan from the Rural Telephone
Finance Cooperative ("RTFC") to Horizon Communications, Inc. ("Horizon"), which among
other things, involved an unsecured guaranty by Silver Star Telephone Company ("Silver Star").
This loan closed on December 24,2014.
l. Loan Agreement between Horizon and RTFC, dated December 10, 2014;
Consent Resolution of the Directors of Silver Star, dated effective November 21
2014; and
Guaranty of Silver Star in favor of RTFC, dated December 17 , 2014.
Silver Star is requesting that the Loan Agreement be maintained as Confidential, per
Commission Rule 67.
The RTFC loan to Horizon involved additional assurances from Horizon and its
subsidiary entities, and a substantial number of other agreements, instruments, financing
statements, certifications, etc. as between Horizon, its subsidiaries other than Silver Star and
Judson B. Montgomery
Deboroh E. Nelson
W. Hugh O'Riordon, LLM.
Michoel O. Roe
P. Mork Thompson
Jeffrey A. Worr
Robert B. White
Relired:
Kenneth L. Pursley
Jomes A. McClure (t924-20t r)
Roymond D. Givens 119r7-2008)
Gory G. Allen
Peier G. Borion
Christopher J. Beeson
Clinl R. Bolinder
Erik J. Bolinder
Jeff W. Bower
Preston N. Corter
Jeremy C. Chou
Williom C. Cole
Michoel C. Creomer
Amber N. Dino
Thomos E. Dvorok
Jeffrey C. Feredoy
Morlin C. Hendrickson
Brion Holleron
December 30,2014
Don E. Knickrehm
Neol A. Koskello
Deboro K. Kdslensen
Michoel P. Lowrence
Fronklin G. Lee
Dovid R. Lombordi
Kimberly D. Moloney
Emily L. McClure
Kenneth R. McClure
Kelly Greene McConnell
Alex P. McLoughlin
Melodie A. McQuode
Christopher H. Meyer
Potrick J. Miller
L. Edword Miller
Silver Star Guaranty - Case No. SIL-T-I4-I
2.
J.
Terri Carlock
Idaho Public Utilities Commission
December 30,2074
Page2
RTFC, which are described in the Loan Agreernent. Silver Star does not interpret Order 33193
as requiring submittal of these documents. If you believe additional documents should be
submitted, please contact me at your first convenience.
SincerelSWOD
Michael C. Creamer
MCC/rgm
2315809_1 / 153+58
Enclosure(s)
CONSENT RESOLUTION
OF THE DIRECTORS OF
SILVER STAR TELEPHONE COMPANY, INC.
(GUARANTY OF HORTZON LOAN)
THE DIRECTORS OF SILVER STAR TELEPHONE COMPANY, lNC., a
hfuoming corporalion (the "Gompany"), do hereby take the following corporate actions at
a duly constituted meeting in accordance with the general corporation laws of the State
of Wyoming and the Company's Articles of lncorporation, as Restated, and its Bylaws:
WHEREAS, the directors of the Company have been presented with a form
of guaranty ("Guaranty") by which the Company would provide an unsecured guaranty of
a loan from RuralTelephone Finance Cooperative ('RTFC) in the amount of Two Million
Two Hundred Twenty Two Thousand Two Hundred Twenty Two Dollars ($2,222,222)
(the "Loan') to the Company's parent company Horizon Communications, lnc. bearing
such interest as is provided in the notes or loan agreement ('Loan Documents") evidencirg
such loans, and providing for payment thereof within eight (8) years after the date of said
agreement as presented to the Board of Directors; and
WHEREAS, the directors believe the Loan and the Companfs guaranty of the
Loan on the terms and conditions contained in the Loan Documents and the Guaranty to
be in the best interests of the Company; and
WHEREAS, the directors now desire to approve the Guaranty.
RESOLVED, that the Company guarantee the quarterly principal and interest
payments on a longterm loan in the principal amount of $2,222,222 obtained
by Horizon Communications,lnc. from Rural Telephone Finance Cooperative
("RTFC") upon terms and conditions set forth in the loan agreement
presented to this meeting, bearing such interest as is provided in the
note(s) or loan agreement evidencing such loan, and providing for payment
thereof within eight (8) years afterthe date of said agreement;
RESOLVED, that the Company's President, Ron McCue, is hereby
authorized to execute and to deliver to RTFC a Guaranty in favor of RTFC,
substantially in the form presented to the Board of Directors (including as many
counterparts as may be required); and
RESOLVED, the Company's President is hereby authorized in the name and
on behalf of the Company to execute and to deliver all such other documents
and instruments as may be necessary or appropriate, to make all payments,
to execute any future amendments to said Guaranty as such individual may
deem appropriate within the amount of the Guaranty so authorized herein
and to do all such other acts as in the opinion of such authorized individual
acting may be necessary or appropriate in order to carry out the purposes and
intent of the foregoing resolutions.
RESOLVED, that all actions heretofore taken by the authorized aggnts of the
Company in connection with and in furtherance of the Loan are hereby ratified and
confirmed in allrespecG as acts of the Company.
(signatures on next page)
-i, f
Dated effective the 21"t day of November, 2014.
This guaranty agreement ("Guaranty") is made and executed as of I ,en.bcf tl,
2014, by SILVER STAR TELEPHONE COMPANY, lNC., a Wyoming corporation (hereinafter
called the "Guaranto/') in favor of RURAL TELEPHONE FINANCE COOPERATTVE, a District of
Columbia cooperative association (hereinafter called the "Lende/').
WHEREAS, concurrently with the execution and delivery of this Guaranly, the Lender has
made a loan to Horizon Communications, lnc,, a Wyoming corporation ("Borrowe/) pursuant to a
certain Loan Agreement dated as of even date herewith (designated WY803-A-9003) (the 'Loan
Agreement"), evidenced by a cerlain Secured Promissory Note from the Borrower to the Lender,
dated as of even date herewith in the original principal amount ol $2,222,2?2.00 (the 'Note") (the
Loan Agreement, the Note and the Other Agreements (as such term is defined in the Loan
Agreemeni) are hereinafter collectively refered to as the -Loan Documents");
WHEREAS, the Guarantor is a wholly-owned subsidiary of the Borrower and has
determined that it is in its interest and to its financial benefit that the Borrower and the Lender
enter into the Loan Agreement: and
WHEREAS, this Guaranty is executed and delivered to the Lender by the Guarantor to
induce the Lender to make the loan evidenced by the Note and in satisfaction of a material
condition precedent to the extension of credit by the Lender.
NOW, THEREFORE, in consideration of the loans by the Lender to the Borrower and the
benefits derived by Guarantor therefrom, it is agreed as follows:
1. Guarantor hereby absolutely and unconditionally, jointly and severally guarantees
to the Lender the due and prompt payment of (a) each quarterly principal and inlerest payment
due from the Borrower to the Lander under the Note and the Loan Agreement (including interest
accruing after filing of any bankruptcy petition by or againsl the Borrower), and (b) all other costs,
fees or expenses of the Lender that the Bonower is required to pay under the Loan Documents
(including costs of collaction and reasonable attomeys' fees), whether any of the foregoing are
now existing or hereafter arising, and all extensions, renewals, modifications or amendmenis to
any of the foregoing. The obligations referred to in items (a) and (b) above are collectively
referred to herein as the "lndebtedness."
2. Guarantor further agrees to pay the Lender any and all costs, expenses and
reasonable attorneys'fees paid or incuned by the Lender in enforcing or endeavoring to enforce
lhis Guaranty.
3. The Lender may, at the Lendeds option, proceed to enforce this Guaranty directly
against the Guarantor (and any collateral securing performance of this Guaranty owned by the
Guarantor) without first proceeding againsl the Bonower, any co{uarantor, or any other person
liable for payment or performance under the Loan Documents and without first proceeding against
or exhausting any collateral now or hereafter held by the Lender to secure payment or
performance under the Loan Documents.
4. Guarantor waives diligence, presentment, protest, notice of dishonor, demand for
payment, notice of nonpayment or nonperformance, notice of the incurrence of lndebiedness by
Borrower, notice of acceptance of this Guaranty and all other notices of any nature in connection
NTTL JUTGlI
ri'f 803 -A- 9003 {GUG:N3C)
GUARANTY
This guaranty agreement ("Guaranty") is made and executed as of
2014, by SILVER STAR TELEPHONE COMPANY, lNC., a Wyoming corporation (hereinafter
called the "Guaranto/') in favor of RURAL TELEPHONE FINANCE COOPERATIVE, a District of
Columbia cooperative association (hereinafter called the "Lender").
WHEREAS, concurrently with the execution and delivery of this Guaranty, the Lender has
made a loan to Horizon Communications, lnc., a Wyoming corporation ("Borrower") pursuant to a
certain Loan Agreement dated as of even date herewith (designated WY803-A-9003) (the "Loan
Agreement"), evidenced by a certain Secured Promissory Note from the Borrower to the Lender,
dated as of even date herewith in the original principal amount of $2,222,222.00 (the "Note") (the
Loan Agreement, the Note and the Other Agreements (as such term is defined in the Loan
Agreement) are hereinafter collectively referred to as the "Loan Documents");
WHEREAS, the Guarantor is a wholly-owned subsidiary of the Borrower and has
determined that it is in its interest and to its financial benefit that the Borrower and the Lender
enter into the Loan Agreement; and
WHEREAS, this Guaranty is executed and delivered to the Lender by the Guarantor to
induce the Lender to make the loan evidenced by the Note and in satisfaction of a material
condition precedent to the extension of credit by the Lender.
NOW, THEREFORE, in consideration of the loans by the Lender to the Borrower and the
benefits derived by Guarantor therefrom, it is agreed as follows:
1. Guarantor hereby absolutely and unconditionally, jointly and severally guarantees
to the Lender the due and prompt payment of (a) each quarterly principal and interest payment
due from the Borrower to the Lender under the Note and the Loan Agreement (including interest
accruing after filing of any bankruptcy petition by or against the Borrower), and (b) all other costs,
fees or expenses of the Lender that the Borrower is required to pay under the Loan Documents
(including costs of collection and reasonable attorneys' fees), whether any of the foregoing are
now existing or hereafter arising, and all extensions, renewals, modifications or amendments to
any of the foregoing. The obligations referred to in items (a) and (b) above are collectively
referred to herein as the "lndebtedness,"
2. Guarantor further agrees to pay the Lender any and all costs, expenses and
reasonable attorneys' fees paid or incurred by the Lender in enforcing or endeavoring to enforce
this Guaranty.
3. The Lender may, at the Lender's option, proceed to enforce this Guaranty directly
against the Guarantor (and any collateral securing performance of this Guaranty owned by the
Guarantor) without first proceeding against the Borrower, any co-guarantor, or any other person
liable for payment or performance under the Loan Documents and without first proceeding against
or exhausting any collateral now or hereafter held by the Lender to secure payment or
performance under the Loan Documents.
4. Guarantor waives diligence, presentment, protest, notice of dishonor, demand for
payment, notice of nonpayment or nonperformance, notice of the incurrence of lndebtedness by
Borrower, notice of acceptance of this Guaranty and all other notices of any nature in connection
.RTFC GUARTY
wY8 03 -A- 90 03 (GUGINOC)
190638-1
2
with the exercise of the Lender's rights under the Loan Documents or this Guaranty. Performance
by the Guarantor hereunder will not entitle the Guarantor to any payment by the Borrower underany claim for contribution, indemnification, subrogation or otherwise, until such time as the
Borrower shall have paid in full all amounts owing to the Lender and performed all of the
Borrower's obligations under the Loan Documents. Guarantor waives the right to require suit
against the Borrower or any other party before enforcing this Guaranty, and all rights to setoffs and
counterclaims against the Lender and agrees that any rights which the Guarantor might now or
hereafter hold against the Borrower and any co-guarantors will be subordinate, junior and inferior
to all rights which the Lender might now or hereafter hold against the Borrower and any co-
guarantors. Guarantor agrees that it will not assert any right of contribution against any other
guarantor of the lndebtedness or the obligations related thereto until such time as all of the
lndebtedness has been paid in full to the Lender and all of such obligations have been performed.
Notwithstanding the foregoing, Guarantor waives all rights of subrogation and contribution in any
bankruptcy or insolvency proceeding filed by or against the Borrower or any other guarantor to the
extent that the exercise of such rights would require the Lender to return to the bankruptcy estate
of the Borrower or any other guarantor any payments received by the Lender on account of the
lndebtedness or such obligations. Guarantor expressly waives any rights available to the
Guarantor under Sections 49-25 and 4$26 of the Code of Virginia of 195O, as amended.
5. Guarantor hereby 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 other guarantees, abstaining from taking advantage of or realizing
upon any collateral security or other guarantees and any and all other forbearances or
indulgences granted by Lender to the Borrower or any other party may be made, granted and
effected by Lender without notice to the Guarantor and without in any manner affecting its liability
hereunder.
6. Nothing herein contained shall limit the Lender in exercising any rights held under
any one or more of the Loan Documents. ln the event of any default under the Loan Documents
or this Guaranty, the Lender will be entitled to selectively and successively enforce any one or
more of the rights held by the Lender and such action will not be deemed a waiver of any other
rights held by the Lender. All of the remedies of the Lender under this Guaranty and the Loan
Documents are cumulative and not alternative. lf the Lender elects to foreclose any lien created
by the Loan Documents, the Lender is authorized to purchase for the Lender's account all or any
part of the collateral covered by such lien at public or private sale and to credit the amount
recovered first against any portion of the Loan for which the Guarantor is or may not be liable with
any balance remaining to be applied in reduction of the liability of the Guarantor hereunder.
7. lf an Event of Default (as defined in the Loan Agreement) has occurred under the
Loan Agreement and any applicable cure period has expired, then Lender shall have the right to
declare the lndebtedness guaranteed hereunder immediately due and payable in full, without
notice to Borrower or Guarantor, regardless of whether Lender has accelerated all or any part of
the Borrower's lndebtedness. Without timiting the generality of the foregoing, if the Borrower
should at any time (a) become insolvent, (b) make a general assignment for the benefit of
creditors, (c) petition for or be subject to a receivership proceeding, or (d) be subject to a petition
in bankruptcy or any insolvency or reorganization proceeding, whether voluntary or involuntary,
then Lender shall have the right to declare the lndebtedness guaranteed hereunder immediately
due and payable in full, without notice to Borrower or Guarantor, regardless of whether Lender has
accelerated all or any part of the Borrower's lndebtedness, and Lender shall have the right to
demand and to collect from Guarantor payment in full of the lndebtedness guaranteed hereunder,
RTFC GUARW
wY803-A-9003(GUGr NOC)
1 90638-l
3
including all principal, interest, fees and charges, whether or not then due and payable by
Borrower.
All accounts, deposits, investments and property of the Guarantor with or in the
hands of Lender shall be and stand pledged as collateral security for the obligations of the
Guarantor hereunder, and Lender shall have the same right of setoff with respect to deposits,
investments and other credits of the Guarantor as it has with respect to deposits, investments and
other credits of the Borrower. Lender is hereby authorized at any time and from time to time,
without prior notice to the Guarantor, to exercise rights of setoff or recoupment and apply any and
all amounts held, or hereafter held, by Lender or owed to the Guarantor or for the credit or account
of the Guarantor against any and all of the obligations of the Guarantor now or hereafter existing
under this Guaranty. Lender agrees to notify the Guarantor promptly after any such setoff or
recoupment and the application thereof, provided that the failure to give such notice shall not
affect the validity of such setoff, recoupment or application. The rights of Lender under this
section are in addition to any other rights and remedies (including other rights of setoff or
recoupment) which Lender may have. Guarantor waives all rights of setoff, deduction,
recoupment or counterclaim,
e. GOVERNING LAW; SUBMISSION TO JURISDICTION;WAIVER OF JURY TRIAL.
(a) THE PERFORMANCE AND CONSTRUCTION OF THIS GUARANTY SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
COMMONWEALTH OF V]RG INIA.
(b) GUARANTOR HEREBY SUBMTTS TO THE NONEXCLUSTVE JUR|SDTCT|ON OF
THE UNITED STATES COURTS LOCATED IN VIRGINIA AND OF ANY STATE COURT SO
LOCATED FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING
TO THIS GUARANW OR THE TRANSACTIONS CONTEMPLATED HEREBY. GUARANTOR
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE IAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE ESTABLISHING OF THE
VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CTAIM THAT
ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
(c) GUARANTOR AND THE LENDER HEREBY IRREVOCABLY WAIVE, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY
OR THE TRANSACTIONS CONTEMPTATED HEREBY.
10. lf any payment or thing of value should be received and accepted by the Lender in
payment of any lndebtedness or obligation of the Borrower under any of the Loan Documents and
it should subsequently be determined or adjudged that such payment be void or voidable under
any law or statute now or hereafter in effect, the receipt of such payment by the Lender shall, as to
the Guarantor, be deemed a provisional receipt and if any such payment should be avoided or set
aside under any such law or statute, the Guarantor shall be and remain liable to the Lender in
respect thereof as if such payment had not been received by the Lender notwithstanding any
release or discharge of this Guaranty to the Guarantor issued or granted by the Lender in the
belief or assumption that its receipt of such payment was absolute and not subject to any
avoidance.
11. Guarantor represents and warrants to the Lender as of the date of this Guaranty
that:
RTFC GUARTY
wYsolA-9003(GUGTNOC)
190638-l
11.01 Oblioations. The aggregate amount of obligations guaranteed hereunder shall not
exceed the maximum amount allowed under any mortgage, indenture or agreement of any kind
entered into by or affecting the Guarantor at the time Lender may seek payment under this
Guaranty. During the term of this Guaranty, the Guarantor will not, without the written consent of
Lender, make any investment, loan, deposit, advance, guaranty or other obligation which would
cause the total aggregate lndebtedness guaranteed hereunderto exceed said maximum allowable
amount.
11.02 Good Standing. Guarantor is a corporation duly organized, validly existing and in
good standing under the laws of the state of its organization, has the power to own its property
and to carry on its business, is duly qualified to do business, and is in good standing in each
jurisdiction in which the transaction of its business makes such qualification necessary.
11.03 Authoritv, Guarantor has the requisite power and authority to enter into this
Guaranty, to execute and deliver all documents and instruments required hereunder and to incur
and perform the obligations provided for herein, all of which have been duly authorized by all
necessary and proper company or other action, and no consent or approval of any person,
including, without limitation, members of Guarantor and any public authority or regulatory body,
which has not been obtained is required as a condition to the validity or enforceability hereof or
thereof.
11.04 No Conflictinq Aoreements. The execution, delivery of and performance by
Guarantor of this Guaranty, and the transactions contemplated hereby, wil! not violate any
provision of law, any order, rule or regulation of any court or other agency of government, any
award of any arbitrator, the charter or by-laws of Guarantor, or any indenture, contract, agreement,
mortgage, deed of trust or other instrument to which Guarantor is a party or by which it or any of
its property is bound.
11.05 Litioation. There are no judgments, claims, actions, suits or proceedings pending
or, to the knowledge of Guarantor, threatened against or affecting Guarantor or its propedies, at
law or in equity or before or by any federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality, which may result in any material adverse
change in the business, operations, prospects, properties or assets or in the condition, financial or
othenuise, of Guarantor, and Guarantor is not, to its knowledge, in default or violation with respect
to any judgment, order, writ, injunction, decree, rule or regulation of any court or federal, state,
municipal or other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, which would have a material adverse effect on Guarantor.
11.06 Taxes. Guarantor has paid or caused to be paid all federal, state and local taxes to
the extent that such taxes have become due, unless the Guarantor is contesting in good faith any
such tax. Guarantor has filed or caused to be filed allfederal, state and localtax returns which are
required to be filed by Guarantor.
11.07 Licenses and Permits. Guarantor has duly obtained and now holds all licenses,
permits, certifications, approvals and the like necessary to own and operate its.property and
business that are required by federal, state and local laws of the jurisdictions in which Guarantor
conducts its business and each remains valid and in full force and effect.
11.08 Required Approvals. No license, consent, permit or approval of any governmental
agency or authority is required to enable the Guarantor to enter into this Guaranty or to perform
RTFC GUARW
wY803-A-9003(GUGTNOC)
190638-'l
5
any of its obligations provided for herein except as disclosed to Lender and except with respect to
regulatory approvals which may be required in connection with the Lende/s enforcement of
certain remedies hereunder,
12, All notices, requests and other communications provided for herein including,
without limitation, any modiflcations of, or waivers, requests or consents under, this Guaranty shall
be given or made in writing (including, without limitation, by telecopy) and delivered to the intended
recipient at the 'Address for Notices" specified below; or, as to any party, at such other address as
shall be designated by such party in a notice to the other party. All such communications shall be
deemed to have been duly given (i) when personally delivered including, without limitation, by
ovemight mail or courier service, (ii) in the case of notice by United States mail, certified or
registered, postage prepaid, return receipt requested, upon receipt thereof, or (iii) in the case of
notice by telecopy, upon transmission thereof, provided such transmission is promptly confirmed
by either of the methods set forth in clauses (i) or (ii) above in each case given or addressed as
provided for herein. The Address for Notices of each of the respective parties is as follows:
The Lender:
Rural Telephone Finance Cooperative
20701 Cooperative Way
Dulles, VA 20166
Attention: Senior Vice President and Administrative Otficer
Fax: [phone]
The Guarantor:
lf by personal delivery, overnight mail or courier service:
Silver Star Telephone Company, lnc,
10410't South Highway 89
Freedom, WY 83120
Attention: General Manager
lf by United States mail or by telecopy:
Silver Star Telephone Company, lnc.
P.O. Box 226
Freedom, WY 83120
Attention: General Manager
Fax: [phone]
13. lf any provision of this Guaranty is held to be invalid, illegal or unenforceable in any
respect or application for any reason, such invalidity, illegality or unenforceability wil! not affect any
other provisions herein contained and such other provisions will remain in full force and effect.
This Guaranty will be binding on the Guarantor and all successors and assigns of Guarantor and
will inure to the benefit of the Lender and all successors and assigns of the Lender. Guarantor
consents to the assignment of all or any portion of the rights of the Lender hereunder in
connection with any assignment of the rights of the Lender under the Loan Documents without
notice to the Guarantor.
RTFC GUARTY
wY8o3-A-9003(GUGTNOC)
19063&1
6
14. This Guaranty constitutes the joint and several obligation of each of the guarantors
of the lndebtedness, including the Guarantor, and shall be fully binding upon and enforceable
against any or all of such parties, The release of any guarantor of the lndebtedness shall not
affect or release the joint and several liability of any other guarantor of the lndebtedness. The
Lender may at its option enforce this Guaranty against one or more or all of the guarantors,
provided the Lender shall not be required to resort to enforcement against each and every of the
guarantors and the failure to proceed against or join each and every of the guarantors shall not
affect the joint and several liability of each of the guarantors.
15. This Guaranty may be executed in one or more counterparts, each of which will be
deemed an original and all of which together will constitute one and the same document.
Signature pages may be detached from the counterparts and attached to a single copy of this
Guaranty to physically form one document.
lN WITNESS WHEREOF, Guarantor has executed and delivered to Lender this Guaranty
as of the day and year first above written.
SILVER STAR TELEPHONE COMPANY, INC.
(sEAL)
RTFC GUARTY
\A/Y803-A-9003(GUGt NOC)
1 90638-1