2010-0042010-4
Resolution Accepting Roads, Easements, Utilities and Other Public Improvements
Constructed in Connection with Section 2, Parcel 1, Meadowood Subdivision Together with
Maintenance Agreement Secured by Irrevocable Letter of Credit
At a regular meeting of the Town Board of the Town of Wappinger, Dutchess County,
New York, held at Town Hall, 20 Middlebush Road, Wappingers Falls, New York, on January 4,
2010.
The meeting was called to order by Christopher Colsey, Supervisor, and upon roll being
called, the following were present:
PRESENT: Supervisor
Councilmembers
ABSENT:
Christopher J. Colsey
William H. Beale
Vincent F. Bettina
Ismay Czarniecki
Joseph P. Paoloni
The following Resolution was introduced by Councilman Beale and seconded by
Supervisor Colsey.
WHEREAS, Meadowood Investors, LLC (hereinafter "Applicant"), had previously
made application to the Town of Wappinger Planning Board to approve a subdivision of lands
more particularly described in a subdivision plat entitled "Section 2, Parcel 1, Meadowoods
Subdivision", prepared by Lawrence J. Paggi, P.E., P.C., dated August 1, 2002, and last revised
October 6, 2004; and
WHEREAS, the Town of Wappinger Planning Board granted Final Subdivision Plat
Approval, by Resolution dated February 2, 2004, subject to, and conditioned upon, fulfillment of
the conditions set forth in the aforementioned Resolution, and subject to certain improvements
being made and constructed, as set forth in the aforesaid Subdivision Map and related Contract
Drawings, including dedication of the roads for Section 2, Parcel 1, Meadowoods Subdivision,
all in accordance with the Town of Wappinger Subdivision Regulations, Zoning Code, Highway
Specifications, and Rules and Regulations of the Town Code; and
WHEREAS, Meadowood Investors, LLC purchased the Subdivision from the Applicant
and has completed development of the subdivision, including all of the improvements as required
by the Resolution of Final Subdivision Approval; and
WHEREAS, the Applicant has tendered to the Town of Wappinger the following
documents: an Irrevocable Offer of Cession and Dedication dated December 6, 2004, which was
filed in the Dutchess County Clerk's Office on February 8, 2005 as document number 02 2005
1233; original deed for road dedication of Meadowood Lane and Truffle Ridge Road executed
by Meadowood Investors, LLC by Michael G. Meyers, dated December 6, 2004, together with
accompanying TP -584 and RP -5217; original Grant of Permanent Easement for Sewer, Storm
Sewer and Water Purposes duly executed by Meadowood Investors, LLC by Michael G. Meyers,
dated December 6, 2004, together with accompanying TP -584; original Grant of Snow Easement
duly executed by Meadowood Investors, LLC by Michael G. Meyers, dated December 6, 2004,
together with accompanying TP -584; original Commitment for Title Insurance issued by First
American Title Insurance Company of New York bearing Title No. PA -8354/756D-02002;
original Performance Agreement secured by an Irrevocable Letter of Credit duly executed by
Meadowood Investors, LLC by Michael G. Meyers, dated December 14, 2004; and original
Irrevocable Letter of Credit issued by Mahopac National Bank in favor of the Town of
Wappinger bearing number 200450, all in recordable form and approved by the Attorney to the
Town, Albert P. Roberts, by letter dated February 1, 2005; and
WHEREAS, the Town Board has determined it is in the best interest of the residents of
the Town of Wappinger, particularly the residents of Section 2, Parcel 1, Meadowood
Subdivision, to accept the roads, easements, utilities and other public improvements that have
been constructed in accordance with the original Resolution of Subdivision Plat Approval; and
WHEREAS, pursuant to Subdivision Regulations of the Town of Wappinger,
Meadowood Investors, LLC, is required to guarantee that the quality and workmanship of the
improvements accepted by the Town will be free from defects in materials and workmanship for
a period of one year from the date of acceptance by the Town; and
WHEREAS, to guarantee the quality and workmanship of the public improvements,
Meadowood Investors, LLC, has executed a Maintenance Agreement secured by an Irrevocable
Letter of Credit bearing number 200549, issued in favor of the Town of Wappinger by Mahopac
National Bank in the principal sum of Two Hundred Thirty -Nine Thousand Dollars
($239,000.00); and
WHEREAS, as additional security to secure the obligation that the improvements will be
free from defects, David Stenger, a Member of Meadowood Investors, LLC, has further agreed
to personally guarantee the obligations of Meadowood Investors, LLC as set forth herein.
NOW, THEREFORE, BE IT RESOLVED, as follows:
1. The recitations above set forth are incorporated in this Resolution as if fully set
forth and adopted herein.
2. The Town Board hereby determines that it is in the best interest of the residents of
the Town of Wappinger, particularly the residents of the Section 2, Parcel 1, Meadowood
Subdivision, to accept the roads known as Meadowood Lane and Truffle Ridge Road, and related
easements, utilities and other public improvements made and constructed in connection with
Section 2, Parcel 1, Meadowood Subdivision, and, the Town Board hereby accepts same upon
delivery of the original Maintenance Agreement and Irrevocable Letter of Credit above
mentioned.
3. The Town Supervisor, Christopher J. Colsey, Engineer to the Town, Robert J.
Gray, and Attorney to the Town, Albert P. Roberts, are authorized and directed to take whatever
steps are necessary to have the aforementioned Deed, Easements and related Bills of Sale, if any,
recorded and/or filed in the Office of the Dutchess County Clerk and to execute any and all
documents necessary for such recording and/or filing, upon a determination that the aforesaid
documents are delivered free and clear of any liens or encumbrances and are otherwise in
compliance with the Town's Subdivision Regulations, Zoning Code, Highway Specifications,
and Rules and Regulations of the Town Code.
4. The Maintenance Agreement executed on December 18, 2009, by Meadowood
Investors, LLC with an address of P.O. Box 310, LaGrangeville, New York, 12540, as Obligor,
in favor of the Town of Wappinger, as Obligee, is accepted as the guarantee that the quality and
workmanship of the road and other public improvements will be free from defects in materials
and workmanship for a period of one year from the date of acceptance by the Town as required
by the Subdivision Regulations of the Town of Wappinger.
5. The Irrevocable Letter of Credit issued by Mahopac National Bank, bearing
number 200549 and issued in favor of the Town of Wappinger in the principal sum of Two
Hundred Thirty -Nine Thousand Dollars ($239,000.00), securing the obligations set forth in the
Maintenance Agreement, is hereby accepted as security for the Maintenance Agreement.
6. The personal guarantee issued by David Stenger, incorporated into the
Maintenance Agreement, in favor of the Town of Wappinger, securing the obligations set forth
in the Maintenance Agreement, is hereby accepted as additional security for the Maintenance
Agreement.
7. The Town Board acknowledges that the developer, Meadowood Investors, LLC
has completed all of the work required by the Planning Board's Resolution of Final Subdivision
Plat Approval, dated February 2, 2004, and that the Performance Agreement originally executed
by Meadowood Investors, LLC by Michael G. Meyers on December 14, 2004, has been fully
honored, and the Town Board hereby authorizes the Town Clerk to release the original
Irrevocable Letter of Credit issued by Mahopac National Bank in favor of the Town of
Wappinger, bearing number 200450, upon the Town Clerk's receipt of the above referenced
Irrevocable Letter of Credit in the sum of Two Hundred Thirty Nine Thousand Dollars
($239,000.00), in the form acceptable to the Attorney to the Town.
The foregoing was put to a vote which resulted as follows:
CHRISTOPHER COLSEY, SUPERVISOR
Voting:
ABSTAIN
WILLIAM H. BEALE, COUNCILMAN
Voting:
AYE
VINCENT F. BETTINA, COUNCILMAN
Voting:
AYE
ISMAY CZARNIECKI, COUNCILWOMAN
Voting:
AYE
JOSEPH P. PAOLONI, COUNCILMAN
Voting:
NAY
Dated: Wappingers Falls, New York
1/4/2010
The Resolution is hereby duly declared adopted.
Q_ P, - LkLL��
HN C. MASTERSON, TOWN CLERK
VERGILIS, STENGER, ROBERTS, DAVIS & DIAMOND, LLP
ATTORNEYS AND COUNSELORS AT LAW
KEVIN T. McDERMOTT
ANGEL I. FALCON
ANTHONY M. DEFAZIO***
JAMES P. HORAN***
LISA M. COBB
M. ELLEN O'SULLIVAN
*ADMITTEDTOPRACTICE
IN NY & FLA.
**ADMITTED TO PRACTICE
IN NY & CONN.
*** ADMITTED TO PRACTICE
IN NY & NJ
****ADMITTED TO PRACTICE
IN NY, FL & MA
December 21, 2009
Town Board
Town of Wappinger
20 Middlebush Road
Wappingers Falls, New York
Attention: Hon. Christopher J
www.vsrp.com
e-mail: info@vsrp.com
Colsey, Supervisor
Re: Section 2, Parcel 1, Meadowoods Subdivision
(Meadowood Lane & Truffle Ridge Road)
Maintenance Agreement Secured by Letter of Credit
Our File No. 12949.0083
Dear Chris:
CLOSING COORDINATOR:
MARIA JONES
POUGHKEEPSIE OFFICE
276 MAIN STREET
POUGHKEEPSIE, NY 12601
(845)452-1046
NEWBURGH OFFICE
372 FULLERTON AVENUE
NEWBURGH, NY 12550
(845) 567-3783
I have reviewed the Maintenance Agreement executed by Meadowood Investors, LLC secured by
an Irrevocable Letter of Credit issued by Mahopac National Bank, bearing number 200549. A
photo copy of the Letter of Credit is affixed hereto. The Maintenance Agreement is dated
December 18, 2009 and the Irrevocable Letter of Credit is dated January 4, 2010. Both the
Maintenance Agreement and Irrevocable Letter of Credit are approved and acceptable as to form.
By copy of this letter I am forwarding the original Maintenance Agreement to Tatiana Lukianoff.
Accordingly, I am also enclosing herewith a Resolution Accepting Roads, Easements, Utilities
and Other Public Improvements Constructed in Connection with Section 2, Parcel 1,
Meadowoods Subdivision Together with Maintenance Agreement secured by Irrevocable Letter
of Credit for adoption by the Town Board at its next meeting on January 4, 2010.
0:\Wappinger\PlanningBoard\Meadowood\2009 Correspondence\122109 letter to Colsey re Maintenance Agmt and Resoltion
Accepting Agmt.doc
1136 ROUTE 9
OF COUNSEL:
GERALD A. VERGILIS*
WAPPINGERS FALLS, NEW YORK 12590
KAREN MacNISH
KENNETH M. STENGER
ALBERT P. ROBERTS
LEGAL ASSISTANTS:
THOMAS R. DAVIS
(845) 298-2000
AMY E. DECARLO
STEPHEN E. DIAMOND****SANDRA
FAX (845) 298-2842
A. OAKLEY
JOAN F. GARRETT**
SARAH SALISBURY
KEVIN T. McDERMOTT
ANGEL I. FALCON
ANTHONY M. DEFAZIO***
JAMES P. HORAN***
LISA M. COBB
M. ELLEN O'SULLIVAN
*ADMITTEDTOPRACTICE
IN NY & FLA.
**ADMITTED TO PRACTICE
IN NY & CONN.
*** ADMITTED TO PRACTICE
IN NY & NJ
****ADMITTED TO PRACTICE
IN NY, FL & MA
December 21, 2009
Town Board
Town of Wappinger
20 Middlebush Road
Wappingers Falls, New York
Attention: Hon. Christopher J
www.vsrp.com
e-mail: info@vsrp.com
Colsey, Supervisor
Re: Section 2, Parcel 1, Meadowoods Subdivision
(Meadowood Lane & Truffle Ridge Road)
Maintenance Agreement Secured by Letter of Credit
Our File No. 12949.0083
Dear Chris:
CLOSING COORDINATOR:
MARIA JONES
POUGHKEEPSIE OFFICE
276 MAIN STREET
POUGHKEEPSIE, NY 12601
(845)452-1046
NEWBURGH OFFICE
372 FULLERTON AVENUE
NEWBURGH, NY 12550
(845) 567-3783
I have reviewed the Maintenance Agreement executed by Meadowood Investors, LLC secured by
an Irrevocable Letter of Credit issued by Mahopac National Bank, bearing number 200549. A
photo copy of the Letter of Credit is affixed hereto. The Maintenance Agreement is dated
December 18, 2009 and the Irrevocable Letter of Credit is dated January 4, 2010. Both the
Maintenance Agreement and Irrevocable Letter of Credit are approved and acceptable as to form.
By copy of this letter I am forwarding the original Maintenance Agreement to Tatiana Lukianoff.
Accordingly, I am also enclosing herewith a Resolution Accepting Roads, Easements, Utilities
and Other Public Improvements Constructed in Connection with Section 2, Parcel 1,
Meadowoods Subdivision Together with Maintenance Agreement secured by Irrevocable Letter
of Credit for adoption by the Town Board at its next meeting on January 4, 2010.
0:\Wappinger\PlanningBoard\Meadowood\2009 Correspondence\122109 letter to Colsey re Maintenance Agmt and Resoltion
Accepting Agmt.doc
Christopher J. Colsey, Supervisor
December 21, 2009
Page 2
Very truly yours,
VERGILIS, STENGER, ROBERTS, DAVIS & DIAMOND, LLP
ALBERT P.ROBERTS
APR/so
Enclosures
cc: Hon. John C. Masterson, Town Clerk
Planning Board
Tatiana Lukianoff, Zoning Administrator
Lawrence J. Paggi, P.E., P.C.
O\Wappinger\PlanningBoard\Meadowood\2009 Correspondence\122109 letter to Colsey re Maintenance Agmt and Resoltion
Accepting Agmt.doc
Revised 12/18/09
MAINTENANCE AGREEMENT SECURED BY LETTER OF CREDIT
WHEREAS, the undersigned, Meadowood Investors, LLC, by its Member, David W. Stenger, with
an office at 2537 Route 52 Heritage Square, Suite 16, P.O. Box 306, Hopewell Junction, New York 12533,
has now completed the roads and other required public improvements in connection with the Subdivision
known as "Section 2, Parcel 1, Meadowoods Subdivision" prepared by Lawrence J. Paggi, P.E., P.C.,
dated August 1, 2002 and last revised October 6, 2004, which map has been filed in the Dutchess County
Clerk's Office as filed map number 11210B on February 10, 2005 (hereinafter the "Subdivision") which
roads and other required public improvements are ready to be dedicated and accepted by the Town of
Wappinger; and
WHEREAS, pursuant to the Subdivision Regulations of the Town of Wappinger (hereinafter the
"Town") the undersigned is required to guarantee that the quality and workmanship of any roads and public
improvements to be dedicated to the Town in connection with the aforementioned "Section 2, Parcell,
Meadowoods Subdivision", will be free from defects in materials and workmanship for a period of one year
from the date of acceptance by the Town; and
WHEREAS, to secure the obligations to guarantee said roads and public improvements, the
undersigned has obtained a Letter of Credit issued by Mahopac National Bank bearing number 200549, in
the principal sum of Two Hundred Thirty Nine Thousand Dollars ($239,000.00) issued in favor of the Town
of Wappinger; and
WHEREAS, as additional security to secure the obligation that the roads and other public
improvements will be free from defects in materials and workmanship, David W. Stenger, as President of
the undersigned, has further agreed to personally guarantee the obligations set forth in this Maintenance
Agreement.
NOW, THEREFORE, the undersigned, Meadowood Investors, LLC by its Member, David W.
0 \WappingenPlanningBoard\Meadowood\Maintenance Agreement - Roads & Other Improvements. DOC
Revised 12/18/09
Stenger, hereby guarantees that the quality and workmanship of the roads and other public improvements
constructed and installed in connection with the Subdivision will be free from defects in materials and
workmanship for a period of one year from the date of acceptance of said roads and improvements by
the Town and the undersigned further agrees to maintain and repair said roads and public improvements in
accordance with the Ordinances, Local Laws, Rules, Regulations and Code of the Town of Wappinger for a
period of one year from the date of acceptance of said roads and improvements by the Town.
As security for this Maintenance Agreement, the undersigned delivers to the Town the following
security for the faithful performance of the obligations contained herein:
A Letter of Credit issued by Mahopac National Bank bearing number200549, in the principal sum
of Two Hundred Thirty Nine Thousand Dollars ($239,000.00) in favor of the Town, which Letter
of Credit is attached hereto, and the undersigned consents to the terms thereof as security for the
obligations contained herein. The undersigned understands that if the security posted hereunder
shall lapse or expire for any reason, then this Maintenance Agreement will be deemed in default
and lots within the Subdivision will no longer be eligible for building permits or certificates of
occupancy until new and sufficient security is posted.
As additional security for this Maintenance Agreement, David W. Stenger, as a Member of
Meadowood Investors, LLC further joins in the execution of this Agreement for the sole purpose of
guaranteeing the faithful performance of the obligations created hereunder.
Date:
MEADOWOOD INVESTORS, LLC
By:
Da'VI W. Stenger, Me er
Da ' W. Stenger, Individual as Guarantor
-2—
0:\Wappinger\PlanningBoard\Meadowood\Maintenance Agreement - Roads & Other Improvements. DOC
Revised 12/18/09
ACKNOWLEDGEMENT
STATE OF NEW YORK )
) ss:
COUNTY OF DUTCHESS )
On the day of December, 2009, before me, the undersigned, personally appeared DAVID W.
STENGER personally known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to me that he executed the
same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of
which the individual acted, executed the instrument. /?
AI
Notary Publi
SARAH SAUSBURY
Notary Pubk State of New Yolk
No. OISA620M
QmNfbd In M tares Cou*
Conunis m Expires Aupuat 3. a.
-3—
O:\Wappinger\PlanningBoard\Meadowood\Maintenance Agreement - Roads & Other Improvements. DOC
` IRREVOCABLE LETTER OF CREDIT
Borrower: Meadowood Investors LLC Lender: Mahopac National Bank
c/o Creekview, Ltd., P.O. Box 306 1441 Route 22
Hopewell Junction, NY 12533 Brewster, NY 10509
Beneficiary: Town of Wappinger
20 Middlebush Road
Wappingers Falls, NY 12590
NO.: 200549
EXPIRATION DATE. This letter of credit shall expire upon the close of business on 0 1 -04-2011 and all drafts and accompanying statements or
documents must be presented to Lender on or before that time (the "Expiration Date").
AMOUNT OF CREDIT. Lender hereby establishes at the request and for the account of Borrower, an Irrevocable Letter of Credit in favor of
Beneficiary for a sum of Two Hundred Thirty-nine Thousand & 00/100 Dollars ($239,000.00) (the "Letter of Credit"). These funds shall be
made available to Beneficiary upon Lender's receipt from Beneficiary of sight drafts drawn on Lender at Lender's address indicated above (or
other such address that Lender may provide Beneficiary in writing) during regular business hours and accompanied by the signed written
statements or documents indicated below.
WARNING TO BENEFICIARY: PLEASE EXAMINE THIS LETTER OF CREDIT AT ONCE. IF YOU FEEL UNABLE TO MEET ANY OF ITS
REQUIREMENTS, EITHER SINGLY OR TOGETHER, YOU SHOULD CONTACT BORROWER IMMEDIATELY TO SEE IF THE LETTER OF CREDIT
CAN BE AMENDED. OTHERWISE, YOU WILL RISK LOSING PAYMENT UNDER THIS LETTER OF CREDIT FOR FAILURE TO COMPLY STRICTLY
WITH ITS TERMS AS WRITTEN.
DRAFT TERMS AND CONDITIONS. Lender shall honor drafts submitted by Beneficiary under the following terms and conditions: A statement
purportedly signed by an authorized officer of Town of Wappinger stating "We hereby certify that the amount of Two Hundred Thirty Nine
Thousand and 00/100 U.S. Dollars ($239,000.00) or parts thereof as evidenced by our sight draft dated today and drawn on you, represents
the amount due Town of Wappinger from Meadowood Investors LLC as a result of its failure to perform its obligations in accordance with the
maintenance agreement entered into with the Town of Wappinger. We futher certify that the account party was give ample opportunity to be
heard on this matter prior to the Town Board voting on this resolution"
Upon Lender's honor of such drafts, Lender shall be fully discharged of Lender's obligations under this Letter of Credit and shall not be obligated
to make any further payments under this Letter of Credit once the full amount of credit available under this Letter of Credit has been drawn.
Beneficiary shall have no recourse against Lender for any amount paid under this Letter of Credit once Lender has honored any draft or other
document which complies strictly with this Letter of Credit, and which on its face appears otherwise in order but which is signed, issued, or
presented by a party or under the name of a party purporting to act for Beneficiary, purporting to claim through Beneficiary, or posing as
Beneficiary without Beneficiary's authorization. By paying an amount demanded in accordance with this Letter of Credit, Lender makes no
representation as to the correctness of the amount demanded and Lender shall not be liable to Beneficiary, or any other person, for any amount
paid or disbursed for any reason whatsoever, including, without limitation, any nonapplication or misapplication by Beneficiary of the proceeds of
such payment. By presenting upon Lender or a confirming bank, Beneficiary certifies that Beneficiary has not and will not present upon the
other, unless and until Beneficiary meets with dishonor. Beneficiary promises to return to Lender any funds received by Beneficiary in excess of
the Letter of Credit's maximum drawing amount.
USE RESTRICTIONS. All drafts must be marked "DRAWN UNDER Mahopac National Bank IRREVOCABLE LETTER OF CREDIT NO. 200549
DATED 01-04-2010," and the amount of each draft shall be marked on the draft. Only Beneficiary may complete a draft and accompanying
statements or documents required by this Letter of Credit and make a draw under this Letter of Credit. This original Letter of Credit must
accompany any draft drawn hereunder.
Partial draws are permitted under this Letter of Credit. Lender's honor of a partial draw shall correspondingly reduce the amount of credit
available under this Letter of Credit. Following a partial draw, Lender shall return this original Letter of Credit to Beneficiary with the partial
draw noted hereon; in the alternative, and in its sole discretion, Lender may issue a substitute Letter of Credit to Beneficiary in the amount
shown above, less any partial drawls).
PERMITTED TRANSFEREES. The right to draw under this Letter of Credit shall be nontransferable, except for:
A. A transfer (in its entirety, but not in part) by direct operation of law to the administrator, executor, bankruptcy trustee, receiver,
liquidator, successor, or other representative at law of the original Beneficiary; and
B. The first immediate transfer (in its entirety, but not in part) by such legal representative to a third party after express approval of a
governmental body (judicial, administrative, or executive).
TRANSFEREES REQUIRED DOCUMENTS. When the presenter is a permitted transferee (i) by operation of law or (ii) a third party receiving
transfer from a legal representative, as described above, the documents required for a draw shall include a certified copy of the one or more
documents which show the presenter's authority to claim through or to act with authority for the original Beneficiary.
COMPLIANCE BURDEN. Lender is not responsible for any impossibility or other difficulty in achieving strict compliance with the requirements of
this Letter of Credit precisely as written. Beneficiary understands and acknowledges: (i) that unless and until the present wording of this Letter
of Credit is amended with Lender's prior written consent, the burden of complying strictly with such wording remains solely upon Beneficiary,
and (ii) that Lender is relying upon the lack of such amendment as constituting Beneficiary's initial and continued approval of such wording.
NON -SEVERABILITY. If any aspect of this Letter of Credit is ever declared unenforceable for any reason by any court or governmental body
having jurisdiction, Lender's entire engagement under this Letter of Credit shall be deemed null and void ab initio, and both Lender and
Beneficiary shall be restored to the position each would have occupied with all rights available as though this Letter of Credit had never
occurred. This non -severability provision shall override all other provisions in this Letter of Credit, no matter where such provision appears
within this Letter of Credit.
GOVERNING LAW. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the
laws of the State of New York without regard to its conflicts of law provisions, and except to the extent such laws are inconsistent with the
2007 Revision of the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce, ICC Publication No.
600. This Agreement has been accepted by Lender in the State of New York.
EXPIRATION. Lender hereby agrees with Beneficiary that drafts drawn under and in compliance with the terms of this Letter of Credit will be
duly honored if presented to Lender on or before the Expiration Date unless otherwise provided for above.
Dated: January 4, 2010
P IRREVOCABLE LETTER OF CREDIT
Loan No: 200549 (Continued) Page 2
LENDER
RSEMENT OF DRAFTS DRAWN:
Amount Amount
Date Negotiated Rv In Words In Figures
LASER PRO Lending, V.. 5.48.CO.004 Cop,. Ne,Imd Finenoiel Solations, Inc. 1997, 2009. All Right, Renrved. - NY M:%CFRLPL%C10LOC.FC TR -1212 PR -59