COOPERATION AGREEMENT
Exhibit
99.3
This COOPERATION AGREEMENT is made and entered into as of June 25, 2006, between Xxxxxx Dodge
Corporation, a New York corporation (“Xxxxxx Dodge”), and Falconbridge Limited, a
corporation organized and existing under the laws of the Province of Ontario
(“Falconbridge”).
RECITALS
A. Falconbridge and Inco Limited, a corporation organized and existing under the laws of
Canada (“Inco”), are party to a Support Agreement dated October 10, 2005 and amended on
January 12, 2006, February 20, 2006, March 21, 2006, May 13, 2006 (as further amended on the date
hereof, and as may be further amended from time to time, the “Support Agreement”), which
agreement contemplates the acquisition by Inco of all of the outstanding shares of Falconbridge on
the terms set forth therein.
X. Xxxxxx Dodge and Inco have entered into a Combination Agreement, dated as of the date
hereof (as may be amended from time to time, the “Combination Agreement”), providing that
subject to the terms and conditions of such agreement, Xxxxxx Dodge and Inco would implement a plan
of arrangement pursuant to which a wholly-owned subsidiary of Xxxxxx Dodge would acquire all of the
outstanding common shares of Inco, and the shareholders of Inco immediately prior to the
effectiveness of the Arrangement would receive a combination of shares of common stock of Xxxxxx
Dodge and cash as further described in the Combination Agreement and the plan of arrangement (the
“Plan of Arrangement”) attached thereto as Exhibit B.
C. On the date hereof, Falconbridge and Inco have amended the Support Agreement to provide,
among other things, for an increase in the amount of the Offer described therein (as so increased,
the “Revised Offer”).
D. In order to assist Inco to fund the Revised Offer, Xxxxxx Dodge and Inco have entered into
a note purchase agreement, dated as of the date hereof (the “Note Purchase Agreement”)
pursuant to which, on the terms and subject to the conditions set forth therein, Xxxxxx Dodge has
agreed to purchase convertible note(s) of Inco in an aggregate principal amount of up to
$3,000,000,000.
E. In order to facilitate the consummation of the transactions contemplated by the Combination
Agreement and the Support Agreement, and as a condition to Xxxxxx Dodge’s willingness to enter into
the Note Purchase Agreement and to Inco’s agreeing to the Revised Offer, Xxxxxx Dodge and
Falconbridge wish to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the covenants, promises and
representations set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
ARTICLE I
COVENANTS
1.1. Confidentiality. The parties acknowledge that Falconbridge and Xxxxxx Dodge
have previously executed reciprocal confidentiality agreements, each dated as of June 12, 2006 (the
“Confidentiality Agreements”), which Confidentiality Agreements will continue in full force
and effect in accordance with their respective terms.
1.2. Access to Information. Each of Xxxxxx Dodge and Falconbridge will (and will
cause each of its Subsidiaries to) afford the other party and its accountants, counsel and other
representatives reasonable access during normal business hours, upon reasonable notice, to its
properties, books, records, contracts and personnel during the period prior to the Effective Time
to obtain all information concerning its business, properties, results of operations and personnel,
as may be reasonably requested. No information or knowledge obtained by any party in any
investigation pursuant to this Section 1.2 will affect or be deemed to modify any representation or
warranty contained herein. Notwithstanding the foregoing, either party may restrict the foregoing
access to the extent that any Law (including Laws relating to the exchange of information and all
applicable antitrust, competition and similar Laws, and attorney-client and other privileges)
applicable to such party or any confidentiality agreement (other than with Inco or other than in
connection with a takeover bid for Falconbridge) requires such party or its Subsidiaries to
restrict or prohibit such access. The parties will hold any information obtained pursuant to this
Section 1.2 in confidence in accordance with, and otherwise subject to, the provisions of the
Confidentiality Agreement.
1.3. Cooperation in Filings. Subject to the exceptions set out in Section 1.2,
Falconbridge shall furnish to Xxxxxx Dodge all information concerning it and its shareholders as
may be required (and, in the case of its shareholders, available to it) for the preparation, filing
and mailing of the Xxxxxx Dodge Proxy Statement, the approval by the shareholders of Xxxxxx Dodge
of the transactions contemplated by the Combination Agreement, the making of the regulatory filings
referred to in Section 7.5 of the Combination Agreement or otherwise required to consummated the
transactions contemplated thereby, and the obtaining of all such regulatory approvals.
Falconbridge shall promptly notify Xxxxxx Dodge if, at any time before the Effective Time, it
becomes aware that the Falconbridge Information (as defined herein) in the Xxxxxx Dodge Proxy
Statement contains any untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements contained therein not misleading
in light of the circumstances in which they are made, or that the Falconbridge Information in the
Xxxxxx Dodge Proxy Statement must otherwise be amended or
2
supplemented and, in such event, shall cooperate with Xxxxxx Dodge in the preparation of a
supplement or amendment to the Xxxxxx Dodge Proxy Statement.
1.4. Public Announcements. Falconbridge and Xxxxxx Dodge shall cooperate to develop
a joint communications plan along with Inco relating to the transactions contemplated hereby and by
the Support Agreement and the Combination Agreement. Each of Xxxxxx Dodge and Falconbridge shall
use its reasonable best efforts (i) to ensure that all press releases and other public
statements made by it with respect to this Agreement or the transactions contemplated hereby or by
the Support Agreement or the Combination Agreement shall be consistent with such joint
communications plan, and (ii) except where the circumstances make it impractical or prompt
disclosure is required by applicable law, to consult with the other before issuing any press
release or, to the extent practical, otherwise making any public statement with respect to this
Agreement or the transactions contemplated hereby or by the Support Agreement or the Combination
Agreement. Except in respect of any announcement required by applicable Law, neither Falconbridge
nor Xxxxxx Dodge shall issue any press release or otherwise make any public statement or disclosure
concerning the other party or the other party’s business, financial condition or results of
operations without the consent of such other party, which consent shall not be unreasonably
withheld or delayed.
1.5. Cooperation by Xxxxxx Dodge. Until Falconbridge is a subsidiary of Inco:
(i) Xxxxxx Dodge shall consult with Falconbridge prior to entering into any amendment to
the Combination Agreement with Inco; and (ii) Falconbridge shall be given an opportunity to
review and comment upon the Xxxxxx Dodge Proxy Statement prior to mailing, recognizing that whether
or not such comments are appropriate will be determined solely by Xxxxxx Dodge.
1.6. Certain Filings. Without the prior written consent of Xxxxxx Dodge,
Falconbridge shall not and shall not permit its Subsidiaries to file any registration statement
under the 1933 Act or an amendment to any 1933 Act registration statement (other than amendments to
Falconbridge’s currently effective S-8 registration statements that may be necessary or advisable
pursuant to applicable Securities Laws).
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1. Representations and Warranties of Falconbridge. Falconbridge represents and
warrants to Xxxxxx Dodge, as of the date hereof, as follows:
(a) Falconbridge has all necessary corporate power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. The execution, delivery and performance by
Falconbridge of this Agreement has been duly and validly authorized by all necessary corporate
action on the part of Falconbridge, and no other
3
corporate proceedings on the part of Falconbridge are necessary to authorize this Agreement,
or to allow Falconbridge to perform its obligations hereunder. This Agreement has been duly and
validly executed and delivered by Falconbridge and, assuming the due authorization, execution and
delivery by Xxxxxx Dodge, constitutes a valid, legal and binding obligation of Falconbridge,
enforceable against Falconbridge in accordance with its terms, except that (i) such
enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and
(ii) the remedy of specific performance and injunctive and other forms of equitable relief
may be subject to equitable defenses and to the discretion of the court before which any proceeding
may be brought.
(b) The execution, delivery and performance by Falconbridge of this Agreement and the
performance of its obligations hereunder do not and will not (i) contravene, conflict with
or result in a violation or breach of any provision of the Articles of Incorporation, By-laws and
other organizational documents of Falconbridge or the equivalent organizational documents of any of
Falconbridge’s material Subsidiaries, (ii) contravene, conflict with or result in a
violation or breach of any provisions of any Law applicable to Falconbridge or any of its
Subsidiaries or by which its or any of their respective properties is bound or affected,
(iii) require any consent or other action by any Person under, constitute a default (or an
event that, with or without notice or lapse of time or both, would constitute a default) under, or
cause or permit the termination, amendment, acceleration, triggering or cancellation or other
change of any right or obligation or the loss of any benefit to which Falconbridge or any of its
Subsidiaries is entitled under (A) any provision of any agreement, commitment, contract,
note, lease, or other instrument binding upon Falconbridge or any of its Subsidiaries or
(B) any license, permit, franchise, certificate, approval or other similar authorization (a
“Permit”) held by, or affecting, or relating in any way to, the assets or business of,
Falconbridge or any of its Subsidiaries, or (iv) result in the creation or imposition of
any Lien on any asset of Falconbridge or any of its Subsidiaries, other than such exceptions in the
case of clause (ii), (iii) or (iv) as would not, individually or in the aggregate, affect the
ability of Falconbridge to perform its obligations or the rights of Xxxxxx Dodge hereunder.
(c) The execution, delivery and performance by Falconbridge of this Agreement and the
performance by Falconbridge of its obligations hereunder do not, and shall not, require any
approval, action by or in respect of, filing with or notification to, any Governmental Entity, to
be made or obtained by Falconbridge or its Subsidiaries other than filings required under
applicable securities laws related to the take-over bids of Falconbridge by Inco and Xstrata plc
and any approvals, actions, filings to be made in connection with the amendment to the Support
Agreement and the execution of the Combination Agreement.
4
(d) None of the information (the “Falconbridge Information”) to be supplied in writing
by Falconbridge or its Affiliates specifically for inclusion in the Xxxxxx Dodge Proxy Statement
will, at the time of the mailing of the Xxxxxx Dodge Proxy Statement and any amendments or
supplements thereto, and at the time of the Xxxxxx Dodge Meeting, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under which they are made,
not misleading; provided that Xxxxxx Dodge has complied with section 1.5 and provided further that
if Falconbridge notifies Xxxxxx Dodge pursuant to section 1.3 that it has become aware that the
Falconbridge Information in the Xxxxxx Dodge Proxy Statement contains any untrue statement of a
material fact or omits to state a material fact required to be stated therein or necessary to make
the statements contained therein not misleading in light of the circumstances in which they are
made, or that the Falconbridge Information in the Xxxxxx Dodge Proxy Statement must otherwise be
amended or supplemented, Xxxxxx Dodge prepares and files a supplement or amendment to the Xxxxxx
Dodge Proxy Statement to correct such information in compliance with applicable Securities Laws.
2.2. Representations and Warranties of Xxxxxx Dodge. Xxxxxx Dodge represents and
warrants to Inco, as of the date hereof, as follows:
(a) Xxxxxx Dodge has all necessary corporate power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. The execution, delivery and performance by
Xxxxxx Dodge of this Agreement has been duly and validly authorized by all necessary corporate
action on the part of Xxxxxx Dodge, and no other corporate proceedings on the part of Xxxxxx Dodge
are necessary to authorize this Agreement, or to allow Xxxxxx Dodge to perform its obligations
hereunder. This Agreement has been duly and validly executed and delivered by Xxxxxx Dodge and,
assuming the due authorization, execution and delivery by Xxxxxx Dodge, constitutes a valid, legal
and binding obligation of Xxxxxx Dodge, enforceable against Xxxxxx Dodge in accordance with its
terms, except that (i) such enforcement may be subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting
creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to equitable defenses and to the discretion of the
court before which any proceeding may be brought.
(b) The execution, delivery and performance by Xxxxxx Dodge of this Agreement and the
performance of its obligations hereunder do not and will not (i) contravene, conflict with
or result in a violation or breach of any provision of the Articles of Incorporation, By-laws and
other organizational documents of Xxxxxx Dodge or the equivalent organizational documents of any of
Xxxxxx Dodge’s material Subsidiaries, (ii) contravene, conflict with or result in a
violation or breach of any provisions of any Law applicable to Xxxxxx Dodge or any of its
Subsidiaries or by which its or any of their
5
respective properties is bound or affected, (iii) require any consent or other action
by any Person under, constitute a default (or an event that, with or without notice or lapse of
time or both, would constitute a default) under, or cause or permit the termination, amendment,
acceleration, triggering or cancellation or other change of any right or obligation or the loss of
any benefit to which Xxxxxx Dodge or any of its Subsidiaries is entitled under (A) any
provision of any agreement, commitment, contract, note, lease, or other instrument binding upon
Xxxxxx Dodge or any of its Subsidiaries or (B) any Permit held by, or affecting, or
relating in any way to, the assets or business of, Xxxxxx Dodge or any of its Subsidiaries, or
(iv) result in the creation or imposition of any Lien on any asset of Xxxxxx Dodge or any
of its Subsidiaries, other than such exceptions in the case of clause (ii), (iii) or (iv) as would
not, individually or in the aggregate, affect the ability of Xxxxxx Dodge to perform its
obligations or the rights of Falconbridge hereunder.
(c) The execution, delivery and performance by Xxxxxx Dodge of this Agreement and the
performance by Xxxxxx Dodge of its obligations hereunder do not, and shall not, require any
Approval, action by or in respect of, filing with or notification to, any Governmental Entity, to
be made or obtained by Xxxxxx Dodge or its Subsidiaries other than filings required under
applicable securities laws related to the take-over bids of Falconbridge by Inco and Xstrata plc
and any approvals, action, filings to be made in connection with the amendment to the Support
Agreement and the execution of the Combination Agreement.
ARTICLE III
GENERAL PROVISIONS
3.1. Termination. This Agreement shall terminate, and other than section 3.9 which
provision shall survive the termination of this Agreement, be of no further force and effect, upon
any termination of either (i) the Support Agreement by either Falconbridge or Inco or
(ii) the Combination Agreement by either Xxxxxx Dodge or Inco.
3.2. Certain Defined Terms. The following terms shall have the following meanings:
“1933 Act” means the United States Securities Act of 1933, as amended, and the rules
and regulations promulgated from time to time thereunder.
“1934 Act” means the United States Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated from time to time thereunder.
“Effective Time” has the meaning ascribed thereto in the Plan of Arrangement.
“Governmental Entity” means any (a) multinational, federal, provincial, state,
regional, municipal or other government, governmental or public department, central
6
bank, court, tribunal, arbitrator, commission, board, bureau or agency, whether U.S.,
Canadian, foreign or multinational, (b) subdivision, agent, commission, board or authority
of any of the foregoing or (c) self-regulatory organization or stock exchange, including
The New York Stock Exchange, Inc. or The Toronto Stock Exchange.
“Laws” means laws (including common law), statutes, rules, regulations, orders,
ordinances, codes, treaties, and judicial, arbitral, administrative, ministerial or departmental
judgments, awards or other requirements of any Governmental Entity.
“Lien” means, with respect to any property, right or asset, any mortgage, lien,
pledge, charge, security interest, purchase option, right of first offer or refusal, encumbrance or
other adverse claim of any kind in respect of such property or asset.
“Xxxxxx Dodge Proxy Statement” means the notice of the meeting of the holders of the
common shares of Xxxxxx Dodge to be held for purposes of approving the transactions contemplated by
the Combination Agreement, the proxy statement accompanying such notice, and all other documents
required by the Securities Laws or other applicable Laws to be sent to holders of the common shares
of Xxxxxx Dodge in connection with such meeting, as the same may be amended, supplemented or
otherwise modified from time to time.
“Securities Laws” means the Securities Act (Ontario) and the equivalent legislation in
the other provinces and territories of Canada, the 1933 Act, and the 1934 Act, all as now enacted
or as the same may from time to time be amended, and the applicable rules and regulations
promulgated thereunder.
“Subsidiary” shall mean, when used with reference to any party, any Person of which
such party (either alone or through or together with any other Subsidiary) either owns, directly or
indirectly, fifty percent (50%) or more of the outstanding capital stock or other equity interests
the holders of which are generally entitled to vote for the election of directors or members of any
other governing body of such Person or, in the case of a Person that is a partnership, is a general
partner of such partnership, or any Person the accounts of which such party is required to
consolidate in its own financial statements under the generally accepted accounting principles
applicable to such party.
3.3. Notices. All notices and other communications hereunder shall be in writing and
shall be deemed given if delivered personally or by commercial delivery service, or sent via
telecopy (receipt confirmed) to the parties at the following addresses or telecopy numbers (or at
such other address or telecopy numbers for a party as shall be specified by like notice):
7
| (a) | if to Xxxxxx Dodge, to: | |||||
| Xxxxxx Dodge Corporation Xxx Xxxxx Xxxxxxx Xxx. Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Telecopy No.: (000) 000-0000 with copies to: Debevoise & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, X.X. 00000 |
||||||
| Attention: | Xxxxxxx X. Xxxxx | |||||
| Xxxxxxx X. Xxxxxxx | ||||||
| Telecopy No.: (000) 000-0000 and Xxxxxx Blaikie X.X. Xxx 000, Xxxxx 0000 000 Xxx Xxxxxx Xxxxx Xxxxx, Xxxxx Bank Plaza Toronto, Ontario M5J 2J4 |
||||||
| Attention: | Xxxx Xxxxxx | |||||
| Telecopy No.: (000) 000-0000 | ||||||
| (b) | if to Falconbridge, to: | |||||
| Falconbridge Limited 207 Queen’s Quay West, Suite 800 Toronto, ON, Canada M5J 1A7 Attention: Xxxxxxx Xxxx Telecopy No.: (000) 000-0000 with copies to: XxXxxxxx Xxxxxxxx XXX Xxxxx 0000, Xxxxxxx Xxxxxxxx Xxxx Xxxxx Xxxxxxx, XX X0X 0X0 |
||||||
| Attention: | Xxxxx Xxxxxx | |||||
| Telecopy No.: (000) 000-0000 | ||||||
8
3.4. Counterparts. This Agreement may be executed in one or more counterparts, which
may be delivered by facsimile transmission, all of which shall be considered one and the same
agreement and shall become effective when one or more counterparts have been signed by each of the
parties and delivered to the other party, it being understood that all parties need not sign the
same counterpart.
3.5. Entire Agreement; Third Party Beneficiaries. This Agreement and the documents
and instruments and other agreements between the parties hereto as contemplated by or referred to
herein, (a) constitute the entire agreement among the parties with respect to the subject
matter hereof and supersede all prior representations, agreements and understandings, both written
and oral, among the parties with respect to the subject matter hereof, and neither party is relying
on any prior oral or written representations, agreements, understandings or undertakings with
respect to the subject matter hereof, it being understood that the Confidentiality Agreements shall
continue in full force and effect and shall survive any termination of this Agreement; and
(b) are not intended to confer upon any other person any rights or remedies hereunder.
3.6. Severability. In the event that any provision of this Agreement, or the
application thereof, becomes or is declared by a court of competent jurisdiction to be illegal,
void or unenforceable, the remainder of this Agreement will continue in full force and effect and
the application of such provision to other persons or circumstances will be interpreted so as
reasonably to effect the intent of the parties hereto. The parties further agree to replace such
void or unenforceable provision of this Agreement with a valid and enforceable provision that will
achieve, to the extent possible, the economic, business and other purposes of such void or
unenforceable provision.
3.7. Other Remedies; Specific Performance. Except as otherwise provided herein, any
and all remedies herein expressly conferred upon a party will be deemed cumulative with and not
exclusive of any other remedy conferred hereby, or by Law or equity upon such party, and the
exercise by a party of any one remedy will not preclude the exercise of any other remedy. The
parties hereto agree that irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically the terms and
provisions hereof in any court of the United States or any state having jurisdiction, this being in
addition to any other remedy to which they are entitled at law or in equity.
3.8. Governing Law. This Agreement shall be deemed to be made in and in all respects
shall be interpreted, construed and governed by and in accordance with, and any disputes arising
out of or related to this Agreement shall be interpreted, construed and governed by and in
accordance with, the laws of the State of New York. The parties
9
hereby irrevocably submit to the jurisdiction of the courts of the State of New York solely in
respect of the interpretation and enforcement of the provisions of this Agreement and of the
documents referred to in this Agreement, and in respect of the transactions contemplated hereby,
and hereby waive, and agree not to assert, as a defense in any Action for the interpretation or
enforcement hereof or of any such document, that it is not subject thereto or that such Action may
not be brought or is not maintainable in said courts or that the venue thereof may not be
appropriate or that this Agreement or any such document may not be enforced in or by such courts,
and the parties hereto irrevocably agree that all claims with respect to such Actions shall be
heard and determined in such New York court. The parties hereby consent to and grant any such
court jurisdiction over the person of such parties and over the subject matter of such dispute and
agree that mailing of process or other papers in connection with any such Action in the manner
provided in Section 10.2 or in such other manner as may be permitted by Law shall be valid and
sufficient service thereof.
3.9. No Personal Liability.
(a) No director or officer of Xxxxxx Dodge shall have any personal liability whatsoever to
Falconbridge under this Agreement, or any other document delivered in connection with this
Agreement on behalf of Xxxxxx Dodge.
(b) No director or officer of Falconbridge shall have any personal liability whatsoever to
Xxxxxx Dodge under this Agreement, or any other document delivered in connection with this
Agreement on behalf of Falconbridge.
3.10. Assignment. No party may assign either this Agreement or any of its rights,
interests, or obligations hereunder without the prior written approval of the other parties.
Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted assigns.
3.11. Interpretation. When a reference is made in this Agreement to Sections, such
reference shall be to a Section of this Agreement unless otherwise indicated. Unless otherwise
indicated, the words “include,” “includes” and “including” when used herein shall be deemed in each
case to be followed by the words “without limitation.” The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement. When reference is made herein to “the business of” a Person, such reference shall be
deemed to include the business of such Person and all direct and indirect Subsidiaries of such
Person. Reference to the Subsidiaries of a Person shall be deemed to include all direct and
indirect Subsidiaries of such Person.
10
3.12. WAIVER OF JURY TRIAL. EACH OF XXXXXX DODGE AND FALCONBRIDGE HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF XXXXXX DODGE OR
FALCONBRIDGE IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.
* * * * *
11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly
authorized respective officers as of the date first written above.
| XXXXXX DODGE CORPORATION |
||||
| By: | /s/ J. Xxxxxx Xxxxxxx | |||
| Name: | J. Xxxxxx Xxxxxxx | |||
| Title: | Chairman and Chief Executive Officer | |||
| FALCONBRIDGE LIMITED |
||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | President and Chief Executive Officer | |||
IN WITNESS WHEREOF, the undersigned hereby consents to the execution and delivery of this
Agreement by each of Falconbridge Limited and Xxxxxx Dodge Corporation and to the performance by
each such party of its obligations hereunder.
| INCO LIMITED |
||||
| By: | /s/ Xxxxx X. Hand | |||
| Name: | Xxxxx X. Hand | |||
| Title: | Chairman and Chief Executive Officer | |||
