FIRST LOAN MODIFICATION AGREEMENT
Exhibit 10.1
This
First Loan Modification Agreement (this “Loan Modification Agreement”) is
entered into as of March 30, 2009, by and among (a) SILICON VALLEY BANK, a California corporation,
with its principal place of business at 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx,
Xxxxxxxxxx 00000 and with a loan production office located at 0000 Xxxxxx
Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 (“Bank”) and (b) (i) GLOBALOPTIONS, INC., a Delaware corporation
with offices at 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000 (“Global”), and
(ii) THE BODE TECHNOLOGY GROUP, INC., a
Delaware corporation with offices at 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X.
00000 (“Bode”) (Global and Bode are jointly and severally, individually and
collectively, referred to herein as the “Borrower”).
1. DESCRIPTION OF EXISTING
INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations
which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to
a loan arrangement dated as of March 31, 2008, evidenced by, among other
documents, a certain Fourth Amended and Restated Loan and Security Agreement
dated as of March 31, 2008, among Borrower and Bank (as amended, the “Loan
Agreement”). Capitalized terms used but not otherwise defined herein
shall have the same meaning as in the Loan Agreement.
2. DESCRIPTION OF
COLLATERAL. Repayment of the Obligations is secured by (a) the
Collateral as described in the Loan Agreement, (b) the Intellectual Property
Collateral as described in a certain Intellectual Property Security Agreement
dated as of March 31, 2008 between Bank and Global (the “Global IP Security
Agreement”), and (c) the Intellectual Property Collateral as described in a
certain Intellectual Property Security Agreement dated as of March 31, 2008
between Bank and Bode (the “Bode IP Security Agreement”) (together with any
other collateral security granted to Bank, the “Security
Documents”). Hereinafter, the Security Documents, together with all
other documents evidencing or securing the Obligations shall be referred to as
the “Existing Loan Documents”.
3. DESCRIPTION OF CHANGE IN
TERMS.
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A.
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Modifications
to Loan Agreement.
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1
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The
Loan Agreement shall be amended by deleting the following text, appearing
in Section 2.1.1 thereof:
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“ (a) Availability. Subject to
the terms of this Agreement, Borrower may request that Bank finance specific
Eligible Accounts. Bank may, in its good faith business discretion in
each instance, finance such Eligible Accounts by extending credit to Borrower in
an amount equal to the result of the Advance Rate multiplied by the face amount
of the Eligible Account (the “Advance”). Bank may, in its sole
discretion, change the percentage of the Advance Rate for a particular Eligible
Account on a case by case basis. When Bank makes an Advance, the
Eligible Account becomes a “Financed Receivable.”
(b) Maximum
Advances. The aggregate face amount of all Financed
Receivables outstanding at any time may not exceed the Facility
Amount.
(c) Borrowing
Procedure. Borrower will deliver an Invoice Transmittal for
each Eligible Account it offers. Bank may rely on information set
forth in or provided with the Invoice Transmittal.”
and
inserting in lieu thereof the following:
“ (a) Availability.
(i) Subject
to the terms of this Agreement, Borrower may request that Bank finance specific
Eligible Accounts. Bank may, in its good faith business discretion in
each instance, finance such Eligible Accounts by extending credit to Borrower in
an amount equal to the result of the Advance Rate multiplied by the face amount
of the Eligible Account. Bank may, in its sole discretion, change the
percentage of the Advance Rate for a particular Eligible Account on a case by
case basis.
(ii) Subject
to the terms of this Agreement, Borrower may request that Bank finance Eligible
Accounts on an aggregate basis. Bank may, in its sole discretion in
each instance, finance Eligible Accounts on an aggregate basis by extending
credit to Borrower in an amount equal to the result of the Advance Rate
multiplied by the aggregate face amount of a summary listing of Eligible
Accounts provided to Bank for one Account Debtor (the “Aggregate Eligible
Accounts”). Bank may, in its sole discretion, change the percentage
of the Advance Rate for the Aggregate Eligible Accounts on a case by case
basis.
(iii) Any
extension of credit made pursuant to the terms of subsection (i) or (ii) above
shall hereinafter be referred to as an “Advance”. When Bank makes an
Advance, the Eligible Account or the Aggregate Eligible Accounts each become a
separate “Financed Receivable”.”
(b) Maximum
Advances. The aggregate face amount of all Financed
Receivables outstanding at any time may not exceed the Facility
Amount. In addition and notwithstanding the foregoing, (i) the
aggregate amount of Advances outstanding at any time may not exceed Ten Million
Dollars ($10,000,000.00), and (ii) the aggregate amount of Advances made based
upon Aggregate Eligible Accounts outstanding at any time may not exceed One
Million Five Hundred Thousand Dollars ($1,500,000.00).
(c) Borrowing
Procedure. Borrower will deliver an Advance Request and
Invoice Transmittal in the form attached hereto as Exhibit
C signed by a Responsible Officer for each Advance it requests,
accompanied by an accounts receivable aging with respect to Advances requested
to be made based upon Aggregate Eligible Accounts, or by invoices with respect
to Advances requested to be made based upon Eligible Accounts. Bank
may rely on information set forth in or provided with the Advance Request and
Invoice Transmittal.”
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2
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The
Loan Agreement shall be amended by deleting the following text, appearing
in Section 2.1.1(f):
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“If this
Agreement is terminated (A) by Bank in accordance with clause (ii) in the
foregoing sentence, or (B) by Borrower for any reason, Borrower shall pay to
Bank a termination fee in an amount equal to One Hundred Thousand Dollars
($100,000.00) (the “Early Termination Fee”).”
and
inserting in lieu thereof the following:
“If this
Agreement is terminated (A) by Bank in accordance with clause (ii) in the
foregoing sentence, or (B) by Borrower for any reason, Borrower shall pay to
Bank a termination fee in an amount equal to Fifty Thousand Dollars ($50,000.00)
(the “Early Termination Fee”).”
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3
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The
Loan Agreement shall be amended by deleting the following, appearing as
Section 2.1.1(h) thereof, in its
entirety:
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“ (h) Suspension of
Advances. Borrower’s ability to request that Bank finance
Eligible Accounts hereunder will terminate if, in Bank’s sole discretion, there
has been a material adverse change in the general affairs, management, results
of operation, condition (financial or otherwise) or the prospect of repayment of
the Obligations, or there has been any material adverse deviation by Borrower
from the most recent business plan of Borrower presented to and accepted by Bank
prior to the execution of this Agreement.”
and
inserting in lieu thereof the following:
“ (h) Suspension of
Advances. Without limiting the fact that Bank has no
obligation to make Advances based upon Aggregate Eligible Accounts, Borrower’s
ability to request that Bank finance Eligible Accounts hereunder will terminate
if, in Bank’s sole discretion, there has been a material adverse change in the
general affairs, management, results of operation, condition (financial or
otherwise) or the prospect of repayment of the Obligations, or there has been
any material adverse deviation by Borrower from the most recent business plan of
Borrower presented to and accepted by Bank prior to the execution of this
Agreement.”
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4
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The
Loan Agreement shall be amended by deleting the following text, appearing
in Section 2.2.3 thereof:
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“The
Finance Charge is payable when the Advance made based on such Financed
Receivable is payable in accordance with Section 2.3 hereof.”
and
inserting in lieu thereof the following:
“Except
as otherwise provided in Section 2.3.1(b)(i), the Finance Charge is payable when
the Advance made based on such Financed Receivable is payable in accordance with
Section 2.3 hereof.”
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5
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The
Loan Agreement shall be amended by deleting the following text, appearing
in Section 2.2.4 thereof:
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“Borrower
will pay to Bank a collateral handling fee equal to 0.20% per month of the
Financed Receivable Balance for each Financed Receivable outstanding based upon
a 360 day year (the “Collateral Handling Fee”), provided, however, for any
Subject Month (as of the first calendar day of such month) to the extent that
Borrower maintained Liquidity of greater than Twelve Million Five Hundred
Thousand Dollars ($12,500,000.00) at all times during the applicable Testing
Month, the Collateral Handling Fee shall be waived for such
month. This fee is charged on a daily basis which is equal to the
Collateral Handling Fee divided by 30, multiplied by the number of days each
such Financed Receivable is outstanding, multiplied by the outstanding Financed
Receivable Balance. The Collateral Handling Fee is payable when the
Advance made based on such Financed Receivable is payable in accordance with
Section 2.3 hereof.”
and
inserting in lieu thereof the following:
“Borrower
will pay to Bank a collateral handling fee equal to 0.20% (or, with respect to
Financed Receivables based upon Aggregate Eligible Accounts, 0.30%) per month of
the Financed Receivable Balance for each Financed Receivable outstanding based
upon a 360 day year (the “Collateral Handling Fee”), provided, however, for any
Subject Month (as of the first calendar day of such month) to the extent that
Borrower maintained Liquidity of greater than Twelve Million Five Hundred
Thousand Dollars ($12,500,000.00) at all times during the applicable Testing
Month, the Collateral Handling Fee shall be 0.0% (or, with respect to Financed
Receivables based upon Aggregate Eligible Accounts, 0.10%) per month of the
Financed Receivable Balance for each Financed Receivable outstanding based upon
a 360 day year. This fee is charged on a daily basis which is equal
to the Collateral Handling Fee divided by 30, multiplied by the number of days
each such Financed Receivable is outstanding, multiplied by the outstanding
Financed Receivable Balance. Except as otherwise provided in Section
2.3.1(b)(i), the Collateral Handling Fee is payable when the Advance made based
on such Financed Receivable is payable in accordance with Section 2.3
hereof.”
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6
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The
Loan Agreement shall be amended by deleting the following, appearing as
Section 2.3.1 thereof:
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“ 2.3.1 Repayment. Borrower
will repay each Advance on the earliest of: (a) the date on which payment is
received of the Financed Receivable with respect to which the Advance was made,
(b) the date on which the Financed Receivable is no longer an Eligible Account,
(c) the date on which any Adjustment is asserted to the Financed Receivable (but
only to the extent of the Adjustment if the Financed Receivable remains
otherwise an Eligible Account), (d) the date on which there is a breach of any
warranty or representation set forth in Section 5.3, or (e) the Maturity Date
(including any early termination). Each payment will also include all accrued
Finance Charges and Collateral Handling Fees with respect to such Advance and
all other amounts then due and payable hereunder.”
and
inserting in lieu thereof the following:
“ 2.3.1 Repayment.
(a) With
respect to Advances made based on specific Eligible Accounts, Borrower will
repay each Advance on the earliest of: (i) the date on which payment is received
of the Financed Receivable with respect to which the Advance was made, (ii) the
date on which the Financed Receivable is no longer an Eligible Account, (iii)
the date on which any Adjustment is asserted to the Financed Receivable (but
only to the extent of the Adjustment if the Financed Receivable remains
otherwise an Eligible Account), (iv) the date on which there is a breach of any
warranty or representation set forth in Section 5.3, or (v) the Maturity Date
(including any early termination). Each payment will also include all accrued
Finance Charges and Collateral Handling Fees with respect to such Advance and
all other amounts then due and payable hereunder.
(b) With
respect to Advances made based on Aggregate Eligible Accounts:
(i) Borrower
shall pay to Bank, on the first day of each Reconciliation Period, and
contemporaneously with payment in full of an Advance made based upon Aggregate
Eligible Accounts, all accrued Finance Charges and Collateral Handling Fees on
the Advances made based on the Aggregate Eligible Accounts;
(ii) Borrower
shall also pay the principal amount of each Advance made based on Aggregate
Eligible Accounts on the earliest of: (A) the date the Financed Receivable (or
any portion thereof) is no longer an Eligible Account, or an Adjustment has been
made to any portion of the Aggregate Eligible Accounts, or any Account
comprising the Aggregate Eligible Accounts has been paid by the Account Debtor
(but in each case only up to the portion of Advances such that the aggregate
Financed Receivable Balance (net of any Accounts that are paid, not Eligible
Accounts, or subject to an Adjustment) is not less than 125% of the aggregate
Advances made thereon); (B) the date on which there is a breach of any warranty
or representation set forth in Section 5.3; or (C) the Maturity Date (including
any early termination); and
(iii) In
addition to the foregoing, Borrower hereby authorizes Bank to, at Bank’s
election in its sole discretion, refinance each outstanding Advance which is
made based upon Aggregate Eligible Accounts at any time, including, without
limitation, when a portion of the Advance is repaid or when Bank makes an
additional Advance pertaining to Aggregate Eligible Accounts in respect of the
same Account Debtor. Each such refinancing shall consist of the
creation of a new “placeholder note” on the books of Bank which evidences the
Financed Receivable Balance with respect to such Advance.”
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7
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The
Loan Agreement shall be amended by deleting the following, appearing as
Section 6.7:
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“ 6.7 Financial
Covenants. Borrower shall maintain at all times, to be tested
as of the last day of each month, unless otherwise noted:
(a) EBDA. EBDA
for the three-month period ending on the last day of each month of at
least:
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Period
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Minimum
EBDA
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For
the three-month period ending on
February
29, 2008
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($4,000,000.00)
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January
1, 2008 through March 31, 2008
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($4,000,000.00)
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February
1, 2008 through April 30, 2008
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($2,500,000.00)
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March
1, 2008 through May 31, 2008
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($1,400,000.00)
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April
1, 2008 through June 30, 2008
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($500,000.00)
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May
1, 2008 through July 31, 2008
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$1.00
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June
1, 2008 through August 31, 2008
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$100,000.00
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July
1, 2008 through September 30, 2008
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$300,000.00
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August
1, 2008 through October 31, 2008
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$300,000.00
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September
1, 2008 through November 30, 2008
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$500,000.00
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October
1, 2008 through December 31, 2008, and each three month period ending on
the last day of each month thereafter
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$750,000.00
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(b) Liquidity
Ratio. At all times, to be tested as of any day, until the
occurrence of the EBDA Event, Borrower shall have a Liquidity Ratio of at least
2.0 to 1.0.”
and
inserting in lieu thereof the following:
“ 6.7 Financial
Covenants. Borrower shall maintain at all times, to be tested
as of the last day of each month, unless otherwise noted:
(a) EBDA. EBDA
for the three-month period ending on the last day of each month of at
least:
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Period
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Minimum
EBDA
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For
the three-month period ending on
February
29, 2008
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($4,000,000.00)
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January
1, 2008 through March 31, 2008
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($4,000,000.00)
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February
1, 2008 through April 30, 2008
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($2,500,000.00)
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March
1, 2008 through May 31, 2008
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($1,400,000.00)
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April
1, 2008 through June 30, 2008
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($500,000.00)
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May
1, 2008 through July 31, 2008
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$1.00
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June
1, 2008 through August 31, 2008
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$100,000.00
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July
1, 2008 through September 30, 2008
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$300,000.00
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August
1, 2008 through October 31, 2008
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$300,000.00
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September
1, 2008 through November 30, 2008
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$500,000.00
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October
1, 2008 through December 31, 2008
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$750,000.00
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November
1, 2008 through January 31, 2009
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$750,000.00
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December
1, 2008 through February 28, 2009
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$750,000.00
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January
1, 2009 through March 31, 2009
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$1.00
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February
1, 2009 through April 30, 2009
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$250,000.00
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March
1, 2009 through May 31, 2009
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$250,000.00
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April
1, 2009 through June 30, 2009
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$500,000.00
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May
1, 2009 through July 31, 2009
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$850,000.00
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June
1, 2009 through August 31, 2009
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$850,000.00
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July
1, 2009 through September 30, 2009
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$850,000.00
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August
1, 2009 through October 31, 2009, and each three month period ending on
the last day of each month thereafter
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$1,000,000.00
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8
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The
Loan Agreement shall be amended by deleting the following text, appearing
in the definition of Eligible Accounts in Section 13.1
thereof:
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“ (k) Accounts
for which Bank reasonably determines collection to be doubtful or any Accounts
which are unacceptable to Bank for any reason.”
and
inserting in lieu thereof the following:
“ (k) With
respect to Advances (and requests for Advances) made based upon Eligible
Accounts, Accounts pertaining to a receivable in an amount that is less than or
equal to Five Thousand Dollars ($5,000.00); and
(l) Accounts
for which Bank reasonably determines collection to be doubtful or any Accounts
which are unacceptable to Bank for any reason.”
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9
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The
Loan Agreement shall be amended by inserting the following definition
appearing alphabetically in Section 13.1
thereof:
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“ “Aggregate Eligible Accounts”
is defined in Section 2.1.1.”
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10
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The
Loan Agreement shall be amended by deleting the following definitions
appearing in Section 13.1 thereof:
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“ “Applicable Rate” is a per
annum rate equal to the Prime Rate plus one and one half of one percent
(1.50%), provided, however, for any Subject Month (as of the first calendar day
of such month), to the extent that Borrower maintained Liquidity of greater than
Twelve Million Five Hundred Thousand Dollars ($12,500,000.00) at all times
during the applicable Testing Month, the Applicable Rate shall be a per annum
rate equal to the Prime Rate plus three quarters of one percent
(0.75%).”
“ “Collections” are all funds received
by Bank from or on behalf of an Account Debtor for Financed
Receivables.”
“ “Facility Amount” is
Twenty-Five Million Dollars ($25,000,000.00).”
“ “Financed Receivables” are all
those Eligible Accounts, including their proceeds which Bank finances and makes
an Advance, as set forth in Section 2.1.1. A Financed Receivable
stops being a Financed Receivable (but remains Collateral) when the Advance made
for the Financed Receivable has been fully paid.”
“ “Invoice Transmittal” shows
Eligible Accounts which Bank may finance and, for each such Account, includes
the Account Debtor’s, name, address, invoice amount, invoice date and invoice
number.”
“ “Maturity Date” is 364 days from the date
of this Agreement.”
and
inserting in lieu thereof the following:
“ “Advance Request and Invoice
Transmittal” shows Eligible Accounts and/or Aggregate Eligible Accounts
which Bank may finance and, for each such Account, includes the Account
Debtor’s, name, address, invoice amount, invoice date and invoice
number.”
“ “Applicable Rate” is a per
annum rate equal to the Prime Rate plus one and three quarters of one
percent (1.75%), provided, however, for any Subject Month (as of the first
calendar day of such month), to the extent that Borrower maintained Liquidity of
greater than Twelve Million Five Hundred Thousand Dollars ($12,500,000.00) at
all times during the applicable Testing Month, the Applicable Rate shall be a
per annum rate equal to the Prime Rate plus one percent (1.0%).”
“ “Collections” are (a) all funds
received by Bank from or on behalf of an Account Debtor for Financed
Receivables, and (b) any refinancing by Bank, to be completed at Bank’s
discretion pursuant to Section 2.3.1(b)(iii), of any Advance (or portion
thereof) which is based upon Aggregate Eligible Accounts.”
“ “Facility Amount” is Twelve
Million Five Hundred Thousand Dollars ($12,500,000.00).”
“ “Financed Receivables” are all
those Eligible Accounts and Aggregate Eligible Accounts, including their
proceeds which Bank finances and makes an Advance, as set forth in Section
2.1.1. A Financed Receivable stops being a Financed Receivable (but
remains Collateral) when the Advance made for the Financed Receivable has been
fully paid.”
“ “Maturity Date” is March 29,
2010.”
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11
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The
Loan Agreement shall be amended by deleting the Compliance Certificate
appearing as Exhibit
B thereto and inserting in lieu thereof the Compliance Certificate
attached on Schedule
1 hereto.
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12
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The
Loan Agreement shall be amended by inserting Schedule
1 hereto as Exhibit
C thereto, and any and all references in the Loan Agreement to
“Invoice Transmittal” shall hereafter mean and refer to “Advance Request
and Invoice Transmittal in the form of Exhibit
C hereto”.
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4. FEES. Borrower
shall pay to Bank a modification fee equal to Fifty-Five Thousand Dollars
($55,000.00) which fee shall be due on the date hereof and shall be deemed fully
earned as of the date hereof. Borrower shall also reimburse Bank for
all legal fees and expenses incurred in connection with this amendment to the
Existing Loan Documents.
5. RATIFICATION OF IP SECURITY
AGREEMENTS.
(a) Global
hereby ratifies, confirms and reaffirms, all and singular, the terms and
conditions of the Global IP Security Agreement and acknowledges, confirms and
agrees that the Global IP Security Agreement contains an accurate and complete
listing of all Intellectual Property Collateral as defined therein.
(b) Bode
hereby ratifies, confirms and reaffirms, all and singular, the terms and
conditions of the Bode IP Security Agreement and acknowledges, confirms and
agrees that the Bode IP Security Agreement contains an accurate and complete
listing of all Intellectual Property Collateral as defined therein.
6. RATIFICATIONS OF PERFECTION
CERTIFICATES.
(a) Global
hereby ratifies, confirms and reaffirms, all and singular, the terms and
disclosures contained in a certain Perfection Certificate dated as of March 31,
2008 between Global and Bank, and acknowledges, confirms and agrees the
disclosures and information Global provided to Bank in the Perfection
Certificate have not changed, as of the date hereof.
(b) Bode
hereby ratifies, confirms and reaffirms, all and singular, the terms and
disclosures contained in a certain Perfection Certificate dated as of March 31,
2008 between Bode and Bank, and acknowledges, confirms and agrees the
disclosures and information Bode provided to Bank in the Perfection Certificate
have not changed, as of the date hereof.
7. CONSISTENT
CHANGES. The Existing Loan Documents are hereby amended
wherever necessary to reflect the changes described above.
8. RATIFICATION OF LOAN
DOCUMENTS. Borrower hereby ratifies, confirms, and reaffirms
all terms and conditions of all security or other collateral granted to the
Bank, and confirms that the indebtedness secured thereby includes, without
limitation, the Obligations.
9. NO DEFENSES OF
BORROWER. Borrower hereby acknowledges and agrees that
Borrower has no offsets, defenses, claims, or counterclaims against Bank with
respect to the Obligations, or otherwise, and that if Borrower now has, or ever
did have, any offsets, defenses, claims, or counterclaims against Bank, whether
known or unknown, at law or in equity, all of them are hereby expressly WAIVED
and Borrower hereby RELEASES Bank from any liability thereunder.
10. CONTINUING
VALIDITY. Borrower understands and agrees that in modifying
the existing Obligations, Bank is relying upon Borrower’s representations,
warranties, and agreements, as set forth in the Existing Loan
Documents. Except as expressly modified pursuant to this Loan
Modification Agreement, the terms of the Existing Loan Documents remain
unchanged and in full force and effect. Bank’s agreement to
modifications to the existing Obligations pursuant to this Loan
Modification Agreement in no way shall obligate Bank to make any future
modifications to the Obligations. Nothing in this Loan Modification
Agreement shall constitute a satisfaction of the Obligations. It is
the intention of Bank and Borrower to retain as liable parties all makers of
Existing Loan Documents, unless the party is expressly released by Bank in
writing. No maker will be released by virtue of this Loan
Modification Agreement.
11. COUNTERSIGNATURE. This
Loan Modification Agreement shall become effective only when it shall have been
executed by Borrower and Bank.
[The
remainder of this page is intentionally left blank]
This Loan
Modification Agreement is executed as a sealed instrument under the laws of the
Commonwealth of Massachusetts as of the date first written above.
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BORROWER:
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BANK:
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GLOBALOPTIONS,
INC.
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SILICON
VALLEY BANK
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By:
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/s/
Xxxxxxx X. Xxxxxxx
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By:
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/s/
Xxxxxxxxx Xxxxxx
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Name:
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Xxxxxxx
X. Xxxxxxx
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Name:
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Xxxxxxxxx
Xxxxxx
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Title:
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Chief
Financial Officer
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Title:
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Vice
President
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THE
BODE TECHNOLOGY GROUP, INC.
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By:
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/s/
Xxxxxxx X. Xxxxxxx
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|||||
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Name:
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Xxxxxxx
X. Xxxxxxx
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Title:
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Chief
Financial Officer
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The
undersigned, GLOBALOPTIONS
GROUP, INC. ( “Guarantor”) hereby ratifies, confirms and reaffirms, all
and singular, the terms and conditions of (a) a certain Unconditional Guaranty
(the “Guaranty”) dated as of March 31, 2008, executed and delivered by
Guarantor, pursuant to which Guarantor unconditionally guaranteed the prompt,
punctual and faithful payment and performance of all Obligations of Borrower to
Bank, and (b) a certain Security Agreement (the “Security Agreement”) dated as
of March 31, 2008, between Guarantor and Bank, pursuant to which Guarantor
granted Bank a continuing first priority security interest in the Collateral (as
the term is defined therein) to secure the payment and performance of the
Obligations under the Guaranty in accordance with the terms of the Security
Agreement. In addition, Guarantor acknowledges, confirms and agrees
that the Guaranty and Security Agreement shall remain in full force and effect
and shall in no way be limited by the execution of this Loan Modification
Agreement, or any other documents, instruments and/or agreements executed and/or
delivered in connection herewith.
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By:
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/s/
Xxxxxx X. Xxxxxxxx
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Name:
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Xxxxxx
X. Xxxxxxxx
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Title:
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Chairman
and Chief Executive Officer
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