Exhibit 10-Nn
FIFTH AMENDMENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of March 6, 2002, is entered into by and among HERCULES
INCORPORATED, a Delaware corporation (the "Company"), BETZDEARBORN CANADA, INC.,
an Ontario corporation (the "Canadian Borrower"), certain subsidiaries of the
Company identified on the signature pages hereto (the "Guarantors"), the several
banks and other financial institutions identified on the signature pages hereto,
BANK OF AMERICA, N.A., as administrative agent (the "Administrative Agent") and
BANK OF AMERICA, N.A., acting through its Canadian branch, as Canadian
administrative agent (the "Canadian Administrative Agent"). Except as otherwise
defined in this Amendment, terms defined in the Credit Agreement referred to
below (as amended by this Amendment) are used herein as defined therein.
RECITALS
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A. The Company, the Canadian Borrower, the Subsidiary Guarantors party
thereto, the Lenders party thereto, the Administrative Agent and the Canadian
Administrative Agent entered into that certain Amended and Restated Credit
Agreement dated as of April 19, 1999 (as amended by that First Amendment to
Amended and Restated Credit Agreement dated as of March 31, 2000, that Second
Amendment to Amended and Restated Credit Agreement dated as of July 26, 2000,
that Third Amendment to Amended and Restated Credit Agreement dated as of
November 14, 2000, and that Fourth Amendment to Amended and Restated Credit
Agreement dated as of July 17, 2001, and as may be further amended, restated,
modified or supplemented from time to time, the "Credit Agreement").
B. The Company has requested certain modifications to the Credit
Agreement.
C. Such modifications require the consent of the Required Lenders.
D. The Required Lenders have consented to the requested modifications on
the terms and conditions set forth herein.
AGREEMENT
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NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
I. ARTICLE I - IMMEDIATELY EFFECTIVE AMENDMENTS TO CREDIT AGREEMENT
Subject to the satisfaction of the conditions precedent set forth in
Section 5 in Article III hereof, from and after the Fifth Amendment Effective
Date (as defined below), the Credit Agreement is hereby amended in the
following respects:
1. Section 2.6(b)(ii) of the Credit Agreement is hereby deleted in its
entirety and the following substituted therefor:
(ii) Asset Dispositions.
(A) If and whenever any Credit Party or any Subsidiary of a
Credit Party receives any Net Cash Proceeds from any Asset Disposition
relating to the assets of the Resins Division or equity interests in
any Subsidiary holding assets of the Resins Division, the Borrowers
shall, within five Business Days thereafter, apply 100% of such Net
Cash Proceeds as set forth in clause (v) below.
(B) If and whenever any Credit Party or any Subsidiary of a
Credit Party receives any Net Cash Proceeds from any Asset
Disposition relating to the assets of FiberVisions or equity interests
in FiberVisions, the Borrower shall within 5 Business Days
thereafter, apply 100% of the Net Cash Proceeds as set forth in
clause (v) below.
(C) If and whenever any Credit Party or any Subsidiary of a
Credit Party receives any Net Cash Proceeds from the BetzDearborn
Sale, the Borrower shall immediately apply 100% of the Net Cash
Proceeds as set forth in clause (v) below (to the extent required in
such clause).
(D) The Net Cash Proceeds from any Asset Disposition (other
than as described in clauses (ii)(A), (ii)(B) or (ii)(C) hereof) or
Involuntary Disposition received at any time by any Credit Party or
any Subsidiary of a Credit Party may, within 180 days from the date
of receipt, be applied (or caused to be applied) by the Company and
its Consolidated Subsidiaries to make Eligible Reinvestments. If and
whenever any such Net Cash Proceeds in excess of $15,000,000 (in the
aggregate from the Third Amendment Effective Date) are not reinvested
in Eligible Reinvestments prior to the expiration of such 180-day
period, the Borrowers shall, on the first Business Day thereafter,
apply such excess unreinvested amount as set forth in clause (v)
below.
2. Subsections 2.6(b)(v)(I) and 2.6(b)(v)(J) of the Credit Agreement are
hereby deleted in their entirety and the following substituted
therefor:
(I) with respect to all amounts prepaid pursuant to subsections
2.6(b)(ii)(B), 2.6(b)(ii)(D), 2.6(b)(iii)(B), and 2.6(b)(iv), to
reduce, pro rata as set
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forth in clause (f) below, (I) ratably, each Tranche of outstanding Term
Loans (credited pro rata across the amortization payment maturities in such
Tranche), until the Term Loans are paid in full, then Revolving Credit
Loans (credited pro rata among U.S. Revolving Loans, Multicurrency
Revolving Loans and Canadian Revolving Loans, with corresponding permanent
reductions in the respective Revolving Committed Amounts) and when all
Revolving Credit Loans have been repaid to a cash collateral account in
respect of BA Revolving Obligations and LOC Obligations on a pro rata
basis, and then to Swingline Loans and (II) the Prudential Obligations,
(J) with respect to all amounts prepaid pursuant to subsection
2.6(b)(ii)(C), to reduce, pro rata as set forth in clause (f) below, (I)
ratably, each Tranche of outstanding Term Loans (credited pro rata across
the amortization payment maturities in such Tranche), until the Term Loans
are paid in full, then Revolving Credit Loans (credited pro rata among U.S.
Revolving Loans, Multicurrency Revolving Loans and Canadian Revolving
Loans, with permanent reductions in the respective Revolving Committed
Amounts such that (i) the aggregate of the Revolving Committed Amounts
after the BetzDearborn Sale shall equal (x) $200,000,000 (of which
$170,000,000 shall be allocated to the Multicurrency Revolving Committed
Amount, $30,000,000 shall be allocated to the U.S. Revolving Committed
Amount and $0 shall be allocated to the Canadian Revolving Committed
Amount) plus (y) an amount equal to the LOC Obligations outstanding on the
BetzDearborn Sale Effective Date (85% of which shall be allocated to the
Multicurrency Revolving Committed Amount and 15% of which shall be
allocated to the U.S. Revolving Committed Amount and (ii) the LOC Committed
Amount shall equal the amount of the LOC Obligations outstanding on the
BetzDearborn Sale Effective Date), and when all Revolving Credit Loans have
been repaid, to a cash collateral account in respect of BA Revolving
Obligations and LOC Obligations on a pro rata basis, and then to Swingline
Loans and (II) the Prudential Obligations, and
(K) with respect to all amounts prepaid pursuant to subsection
2.6(b)(iii)(A), first to Revolving Credit Loans (credited pro rata among
U.S. Revolving Loans, Multicurrency Revolving Loans and Canadian Revolving
Loans) and to permanently reduce the Revolving Committed Amounts (on a pro
rata basis), until all Revolving Committed Amounts are reduced to zero, and
then ratably to each Tranche of outstanding Term Loans (credited pro rata
across amortization payment maturities in such Tranche).
3. Section 2.6(f) of the Credit Agreement is hereby amended by deleting the
phrase "subsections 2.6(b)(v)(H) and (I) above" and replacing it with the
phrase "subsections 2.6(b)(v)(H), (I) and (J) above".
4. A new clause (1) is hereby added to the end of Section 2.16 of the Credit
Agreement to read as follows:
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(l) Reduction of the LOC Committed Amount. From and after the
BetzDearborn Sale Effective Date, the LOC Committed Amount shall be
permanently reduced by the amount of any Letters of Credit that are
outstanding on the BetzDearborn Sale Effective Date which are not
subsequently renewed or extended in accordance with the provisions of this
Section 2.16 (with a corresponding reduction in the Revolving Committed
Amount on a pro rata basis among the Multicurrency Revolving Committed
Amount and the U.S. Revolving Committed Amount).
5. Section 5.2(d)(i) of the Credit Agreement is hereby deleted in its entirety
and the following substituted therefor:
(i) Leverage Ratio. It will not permit, as of the last day of any
fiscal quarter, the Leverage Ratio to exceed the ratio set forth below for
the applicable period:
Period Maximum Leverage Ratio
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Closing Date through March 31, 1999 5.0 to 1.0
April 1, 1999 through September 30, 1999 4.5 to 1.0
October 1, 1999 through March 31, 2000 3.5 to 1.0
April 1, 2000 through June 30, 2000 3.75 to 1.0
July 1, 2000 through September 30, 2000 3.5 to 1.0
October 1, 2000 through June 30, 2001 4.75 to 1.0
July 1, 2001 through September 30, 2001 5.25 to 1.0
October 1, 2001 through December 31, 2001 5.00 to 1.0
January 1, 2002 through March 31, 2002 4.75 to 1.0
April 1, 2002 through June 30, 2002 4.50 to 1.0
July 1, 2002 and thereafter 4.25 to 1.0
Notwithstanding the foregoing, during the BetzDearborn Sale Period (and,
with respect to any relevant period ending prior to the BetzDearborn Sale
Effective Date only, from and after the BetzDearborn Sale Effective Date)
the applicable maximum Leverage Ratio for the fiscal quarter periods ending
as of March 31, 2002 and June 30, 2002 shall be 5.50 to 1.0. Upon the
expiration of the BetzDearborn Sale Period without the BetzDearborn Sale
Effective Date having occurred, if the Credit Parties were not in
compliance with the covenant levels set forth in the table above for the
applicable period, then an Event of Default shall exist.
6. Section 5.2(d)(iii) of the Credit Agreement is hereby deleted in its
entirety and the following substituted therefor:
(iii) Interest Coverage Ratio. It will not permit, as of the last
day of any fiscal quarter, the Interest Coverage Ratio to be less than the
ratio set forth below for the applicable period:
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Minimum Interest
Period Coverage Ratio
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Closing Date through September 30, 1999 2.5 to 1.0
October 1, 1999 through September 30, 2000 3.0 to 1.0
October 1, 2000 through June 30, 2001 1.75 to 1.0
July 1, 2001 through September 30, 2001 1.65 to 1.0
October 1, 2001 through December 31, 2001 1.75 to 1.0
January 1, 2002 and thereafter 2.00 to 1.0
Notwithstanding the foregoing, during the BetzDearborn Sale Period (and,
with respect to any relevant period ending prior to or after the
BetzDearborn Sale Effective Date, from and after the BetzDearborn Sale
Effective Date) the applicable minimum Interest Coverage Ratio for the
fiscal quarter periods ending as of March 31, 2002 and June 30, 2002 shall
be 1.75 to 1.0. Upon the expiration of the BetzDearborn Sale Period without
the BetzDearborn Sale Effective Date having occurred, if the Credit Parties
were not in compliance with the covenant levels set forth in the table
above for the applicable period, then an Event of Default shall exist.
7. Section 5.2(b)(ii)(C) of the Credit Agreement is hereby deleted in its
entirety and the following substituted therefor:
(C) if such transaction is a sale, lease or other disposition of
assets, (I) such transaction is not an Asset Disposition, (II) such
transaction is an Asset Disposition of the Resins Division or FiberVision,
(III) such transaction is the BetzDearborn Sale or (IV) the aggregate value
of the assets sold, leased or disposed of in such transaction, when added
to the aggregate value of all assets sold, leased or disposed of in all
transactions permitted by this clause (IV) at any time after the Third
Amendment Effective Date, does not exceed $50,000,000.
8. Section 7 of the Credit Agreement is hereby amended by adding the following
definitions in the appropriate alphabetical order:
"BetzDearborn Purchase Agreement": that certain Stock and Asset
Purchase Agreement dated as of February 12, 2002 entered into by and among
the Company, General Electric Company and Falcon Acquisition Corp. as such
agreement may be amended, restated, modified or supplemented from time to
time.
"BetzDearborn Sale": shall mean the sale of the water business of the
Company (i) conducted through the BetzDearborn Division of the Company and
(ii) through the Pulp and Paper Division of the Company and its Affiliates,
Inc. pursuant to the BetzDearborn Purchase Agreement for an aggregate
purchase price
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of approximately $1,800,000,000 in cash, subject to adjustment as provided
in such agreement, but resulting in minimum Net Cash Proceeds of
$1,600,000,000.
"BetzDearborn Sale Effective Date": the date upon which the
BetzDearborn Sale is consummated and the Borrower prepays the Loans in
accordance with requirements of Section 2.6(b) hereof.
"BetzDearborn Sale Period": shall mean the period from the Fifth
Amendment Effective Date to the earliest of (i) the date upon which the
BetzDearborn Purchase Agreement is terminated, (ii) BetzDearborn Sale
Effective Date and (iii) July 15, 2002.
"Fifth Amendment": that certain Fifth Amendment to Amended and
Restated Credit Agreement dated as of March 6, 2002 by and among the
Company, the Guarantors, the Lenders party thereto, the Administrative
Agent and the Canadian Administrative Agent.
"Fifth Amendment Effective Date": the date on which each of the
conditions precedent to the effectiveness of the Fifth Amendment is
satisfied by the Credit Parties or waived by the Administrative Agent
and/or the Required Lenders, as applicable.
9. The definition of Consolidated EBITDA in Section 7 of the Credit Agreement
is hereby deleted in its entirety and the following substituted therefor,
with such amendment to be deemed effective as of December 31, 2001:
"Consolidated EBITDA": for any fiscal period, (i) Consolidated Net
Income for such period, plus (ii) Consolidated Interest Expense for such
period, plus (iii) to the extent deducted in computing such Consolidated
Net Income, the sum of (a) taxes, (b) depreciation, (c) amortization, (d)
any non-cash charges, (e) for the fiscal quarter ended June 30, 2001
through the fiscal quarter ended June 30, 2002 only, any non-recurring cash
charges associated with the restructuring of the Company and its
Subsidiaries initiated on or after April 1, 2001 in an aggregate amount not
to exceed $50 million, (f) for the fiscal quarter ended December 31, 2001
through the fiscal quarter ended December 31, 2002 only, any non-recurring
cash charges associated with the reduction-in-force by the Company and its
Subsidiaries in an aggregate amount not to exceed $125 million and (g) any
extraordinary, unusual or non-recurring cash losses or cash charges
incurred in connection with (x) the Acquisition in an amount not to exceed
$170 million after taxes in the aggregate for all such add-backs pursuant
to this subclause (x), (y) the settlement prior to the Closing Date of
certain litigation in an amount not to exceed $63 million after taxes in
the aggregate for all such add-backs pursuant to this subclause (y), minus
(iv) any extraordinary gains and noncash gains.
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10. Section 9.6(c) of the Credit Agreement is hereby amended by deleting
the first proviso of the first sentence thereof in its entirety and
the following substituted therefor:
provided, however, that the amount of the Commitment (if any) of the
assigning Lender being assigned pursuant to each such assignment
(determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than (unless
agreed upon by the Administrative Agent and the Borrower) the lesser
of (i) $1,000,000 and (ii) with respect to each assigning Lender, the
amount of such Lender's Commitment;
11. A new Section 9.21 is hereby added to the end of Section 9 of the
Credit Agreement to read as follows:
9.21. Reorganization in Connection with BetzDearborn Sale.
In connection with the BetzDearborn Sale and notwithstanding
any provision of the Credit Documents to the contrary, the Credit
Parties and their subsidiaries may take such intercompany actions as
are reasonably necessary to consummate the Reorganization defined in
and referred to in the BetzDearborn Purchase Agreement (including
without limitation intercompany mergers, liquidations and asset
transfers related to separating the Water Business (as defined in the
BetzDearborn Purchase Agreement) from the Company's other
businesses); provided, however, that (a) the Credit Parties shall
make commercially reasonable efforts to maintain the Collateral
Agent's collateral position as of the Fifth Amendment Effective Date
(including without limitation by promptly causing any newly formed
subsidiaries to execute Guarantor Joinder Agreements and otherwise
comply with the terms of subsection 5.1(j) and (b) upon the
expiration of the BetzDearborn Sale Period without the BetzDearborn
Sale Effective Date having occurred, the Credit Parties shall, within
30 days of such expiration (or such longer period of time as the
Collateral Agent may reasonably agree to if the Credit Parties are
diligently pursuing such actions in good faith) take such actions as
are reasonably necessary to put the Collateral Agent in a collateral
position that is as good as such collateral position as of the Fifth
Amendment Effective Date.
II. ARTICLE II - AMENDMENTS TO THE CREDIT AGREEMENT EFFECTIVE UPON THE
BETZDEARBORN SALE EFFECTIVE DATE
Subject to the satisfaction of the conditions precedent set forth in
Section 5 in Article III hereof, from and after the BetzDearborn Sale Effective
Date, the Required Lenders hereby agree to amend the Credit Agreement in the
following respects:
1. Section 5.1(j) of the Credit Agreement is hereby deleted in its
entirety and the following substituted therefor:
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(j) Additional Credit Parties. At the time any Person becomes a
Domestic Subsidiary (other than a Receivables Financing SPC or a Preferred
Stock SPC or as otherwise agreed to by the Administrative Agent) or becomes
a guarantor with respect to any other Indebtedness of the Company, the
Company shall so notify the Administrative Agent and promptly thereafter
(but in any event within 30 days after the date thereof) shall (a) cause
such Person to execute a Guarantor Joinder Agreement in substantially the
same form as Exhibit E, (b) cause such Person to execute counterparts of,
or a joinder in, the Security Agreement, and (c) deliver, or cause such
Person to deliver, such other documentation as the Collateral Agent may
reasonably request in connection with the foregoing, including, without
limitation, certified resolutions and other organizational and authorizing
documents of such Person, favorable opinions of counsel to such Person
(which shall cover, among other things, the legality, validity, binding
effect and enforceability of the documentation referred to above) and
appropriate UCC-1 financing statements, all in form, content and scope
reasonably satisfactory to the Collateral Agent.
2. Section 5.2(b)(ii)(B) of the Credit Agreement is hereby deleted in its
entirety and the following substituted therefor:
(B) if such transaction is a purchase, the cash purchase price of
such purchase along with the cash purchase prices of all such other
purchases consummated pursuant to this subsection 5.2(b)(ii)(B) in each
fiscal year does not exceed $150,000,000; and
3. Section 5.2(b)(ii)(C) of the Credit Agreement is hereby deleted in its
entirety and the following substituted therefor:
(C) if such transaction is a sale, lease or other disposition of
assets, (I) such transaction is not an Asset Disposition, (II) such
transaction is an Asset Disposition of the Resins Division or FiberVision,
(III) such transaction is the BetzDearborn Sale or (IV) the aggregate value
of the assets sold, leased or disposed of in such transaction, when added
to the aggregate value of all assets sold, leased or disposed of in all
transactions permitted by this clause (IV) at any time after the Fifth
Amendment Effective Date, does not exceed $50,000,000.
4. A new Section 9.22 is hereby added to the end of Section 9 of the Credit
Agreement to read as follows:
9.22 Release of Pledged Stock.
Upon the BetzDearborn Sale Effective Date, the pledges and grants of
security interests in the Pledged Collateral (as defined in the Pledge
Agreement) shall be deemed released and the covenants and other agreements
contained in the
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Pledge Agreement shall otherwise cease and be of no further force and
effect as to the Credit Parties. Promptly following the BetzDearborn
Sale Effective Date, the Collateral Agent shall, at the Credit Parties
expense, deliver to the Credit Parties such documentation as is
reasonably necessary to evidence the Collateral Agent's release of its
security interest in the Pledged Collateral (as defined in the Pledge
Agreement) including without limitation the return of the stock
certificates and stock powers delivered to the Collateral Agent
thereunder.
III. MISCELLANEOUS
1. Representations and Warranties. Each of the Credit Parties represents
and warrants to the Lenders, the Administrative Agent and the Canadian
Administrative Agent as follows:
(i) It has taken all necessary action to authorize the execution,
delivery and performance of this Amendment.
(ii) This Amendment has been duly executed and delivered by such
Credit Party and constitutes such Credit Party's legal, valid and binding
obligation, enforceable in accordance with its terms, except as such
enforceability may be limited (x) by general principles of equity and
conflicts of laws or (y) by bankruptcy, reorganization, insolvency,
moratorium or other laws of general application relating to or affecting
the enforcement of creditors' rights.
(iii) No consent, approval, authorization or order of, or filing,
registration or qualification with, any court or governmental authority or
third party is required in connection with the execution, delivery or
performance by such Credit Party of this Amendment.
(iv) The execution and delivery of this Amendment does not diminish
or reduce its obligations under the Credit Documents (including, without
limitation, in the case of each Guarantor, such Guarantor's guaranty
pursuant to Section 3A of the Credit Agreement) in any manner, except as
specifically set forth herein.
(v) Such Credit Party has no claims, counterclaims, offsets, or
defenses to the Credit Documents and the performance of its obligations
thereunder, or if such Credit Party has any such claims, counterclaims,
offsets, or defenses to the Credit Documents or any transaction related to
the Credit Documents, the same are hereby waived, relinquished and
released in consideration of the Required Lenders' execution and delivery
of this Amendment.
(vi) The representations and warranties of the Credit Parties set
forth in Section 1 of the Credit Agreement are true and correct as of the
date hereof (except those that expressly relate to an earlier date) and
all of the provisions of the Credit Documents, except as amended hereby,
are in full force and effect.
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(vii) Subsequent to the execution and delivery of this Amendment
and after giving effect hereto, no unwaived event has occurred and is
continuing which constitutes a Default or an Event of Default.
2. Liens. Subject to the release of the Pledged Collateral upon the
BetzDearborn Sale Effective Date as set forth in Section 3 of Article III
hereof, each Credit Party affirms the liens and security interests created and
granted by it in the Credit Documents (including, but not limited to, the
Pledge Agreement, the Security Agreement and the Mortgages) and agrees that
this Amendment shall in no manner adversely affect or impair such liens and
security interests.
3. Effect of Amendment. Except as expressly modified and amended in this
Amendment, all of the terms, provisions and conditions of the Credit Documents
shall remain unchanged and in full force and effect. The Credit Documents and
any and all other documents heretofore, now or hereafter executed and delivered
pursuant to the terms of the Credit Agreement are hereby amended so that any
reference to the Credit Agreement shall mean a reference to the Credit
Agreement as amended hereby.
4. Expenses. The Company agrees to pay all reasonable costs and expenses
incurred in connection with the preparation, execution and delivery of this
Amendment, including the reasonable fees and expenses of the Administrative
Agent's legal counsel.
5. Conditions Precedent. Article I of this Amendment shall become
effective on the date hereof (the "Fifth Amendment Effective Date") once each
of the following conditions precedent has been satisfied:
(a) the Administrative Agent shall have received counterparts of this
Amendment, duly executed and delivered by each of the Credit Parties, the
Required Lenders and by the Administrative Agent and the Canadian
Administrative Agent;
(b) the Administrative Agent shall have received from a Responsible
Officer of the Company a certificate to the effect that as of the date
hereof and as of the Fifth Amendment Effective Date all representations and
warranties made by the Company and each other Credit Party in this
Amendment and each other Credit Document are true and correct in all
material respects; and
(c) no Default or Event of Default shall have occurred and be
continuing.
Article II of this Amendment shall become effective only after the
occurrence of both the Fifth Amendment Effective Date and the BetzDearborn Sale
Effective Date.
6. Counterparts. This Amendment may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed to be an original and all of
which taken together shall constitute one and the same instrument.
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7. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of
North Carolina.
8. ENTIRETY. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER CREDIT
DOCUMENTS EMBODY THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDE ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER
HEREOF. THESE CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment, to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
THE COMPANY:
HERCULES INCORPORATED,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Treasurer
CANADIAN BORROWER: BETZDEARBORN CANADA, INC.,
an Ontario corporation
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Authorized Representative
