Exhibit 10.79
AMENDMENT NO. 2 TO INTERCREDITOR
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AGREEMENT
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AMENDMENT NO. 2 TO INTERCREDITOR AGREEMENT dated as of April 1, 2002 (this
"Amendment"), by and among (i) Fleet National Bank (f/k/a Fleet Bank, National
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Association) ("Fleet"), acting in its capacity as agent (in such capacity, the
"Bank Agent") for and on behalf of the various financial institutions
(collectively, the "Banks") which are, or may from time to time hereafter
become, parties to the Loan Agreement (as defined in the Intercreditor
Agreement), (ii) the Banks, (iii) the Senior Noteholders (as defined in the
Intercreditor Agreement), (iv) Fleet, acting as collateral agent for the Senior
Noteholders (the "Senior Note Collateral Agent") and (v) Fleet, acting in its
individual capacity and in its capacity as intercreditor collateral agent for
the Senior Creditors (together with its successors and assigns, the "Collateral
Agent").
WHEREAS, the Bank Agent, the Banks, the Senior Noteholders, the Senior Note
Collateral Agent and the Collateral Agent are parties to an Intercreditor
Agreement dated as of June 1, 1999 (as amended by that certain Amendment No. 1
to Intercreditor Agreement dated as of June 29, 2001, and as the same may be
further amended and in effect from time to time, the "Intercreditor Agreement",
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capitalized terms defined therein having the same meanings herein as therein),
pursuant to which the Banks and the Senior Noteholders have made certain
arrangements with respect to the collateral security interests granted to the
Banks and the Senior Noteholders by Medallion Funding Corp. (the "Borrower");
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and
WHEREAS, the Banks are amending the Loan Agreement, and the Bank Agent, the
Banks, the Senior Noteholders, the Senior Note Collateral Agent and the
Collateral Agent have agreed to amend the Intercreditor Agreement as set forth
herein;
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree to amend the Intercreditor Agreement as follows:
1. Amendments to Definitions. Section 1(a) of Intercreditor Agreement is
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hereby amended by (a) deleting the following definition in its entirety, and
substituting in lieu thereof the following new definition:
"Security Documents" means the collective reference to all "Security
Documents" as such term is defined in each of the Loan Documents, the Note
Documents and the Additional Senior Agreements, which agreements secure any
obligations of any obligor under any Financing Document, and any other
document or agreement securing any of the obligations under any Financing
Document, but excluding the Excluded Security Documents.
and (b) adding the following new definitions in proper alphabetical order:
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"Cash Management Funds" means any funds received by the Bank Agent
pursuant to the provisions of Section 2B.1.3 or Section 2B.2 of the Loan
Agreement.
"Excluded Security Documents" means, collectively, (a) the Stock
Pledge Agreement dated as of April 30, 2001, by and between the Funding
Bank Agent (for the benefit of itself, the Funding Banks and the Funding CP
Holders) and Financial, (b) the Stock Pledge Agreement dated as of April
30, 2001, by and between the Senior Note Collateral Agent and Financial,
(c) the Guaranty dated as of April 30, 2001, executed by Media in favor of
the Funding Bank Agent for the benefit of the Funding Banks, and (d) the
Guaranty dated as of April 30, 2001, executed by Media in favor of the
Senior Noteholders.
"MFCC Guaranty" means any guaranty by Medallion Funding Chicago Corp.
of the Loan Agreement Obligations, Senior Note Obligations and/or
Additional Senior Obligations.
2. Amendment to Section 2 of the Intercreditor Agreement. Section 2 of the
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Intercreditor Agreement is hereby amended by deleting the third paragraph of
Section 2 in its entirety and substituting in lieu thereof the following new
text:
"The Banks agree that they shall not, without prior notice to the
Senior Noteholders and without the prior written consent of the Required
Noteholders, amend or revise the Loan Agreement in any manner that would
(i) permit the Borrowing Base (as defined in the Loan Agreement as in
effect on June 29, 2001) to exceed the aggregate unpaid balance of all
Senior Debt (as defined in the Loan Agreement as in effect as of December
31, 2001) at such time, (ii) modify any required payment dates so as to
cause the maturity date of the Loan Agreement (as set forth in the Loan
Agreement as in effect on the Amendment No. 7 Effective Date (as defined in
the Loan Agreement)) to occur earlier, or (iii) modify Section 2.5(e),
Section 2B.1.3 or Section 2B.2 of the Loan Agreement. The Noteholders agree
that they shall not, without prior written notice to the Senior Creditors
and without the prior written consent of the Required Banks, amend or
revise any Note Purchase Agreements in any manner that would increase the
principal amount of or the rate of interest on, the Senior Notes, increase
the Make-Whole Amount, increase the dollar limitation set forth in Section
10.2 of the Note Purchase Agreements, decrease the ratio set forth in
Section 10.3, 10.13 or 10.14 of the Note Purchase Agreements, increase the
ratio set forth in Sections 10.4, 10.5 or 10.15 of the Note Purchase
Agreements, modify the definition of "Bank Debt Prepayment" in, or Section
8.8 or 10.13 of, the Note Purchase Agreements or modify any required
payment dates so as to reduce the average life of the Senior Notes."
3. Amendment to Section 3 of the Intercreditor Agreement. Section 3 of the
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Intercreditor Agreement is hereby amended by inserting the following new text in
the final paragraph of Section 3 immediately following the word "guarantee"
therein:
"(other than guarantees which are Excluded Security Documents)".
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4. Amendment to Section 5 of the Intercreditor Agreement. Section 5 of the
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Intercreditor Agreement is hereby amended by deleting Section 5 in its entirety
and substituting in lieu thereof the following new Section 5:
"SECTION 5. APPLICATION OF PROCEEDS. Subject to the provisions of Section
5A:
(a) upon (v) the receipt by any Senior Creditor or the Collateral
Agent of any Cash Management Funds, (w) the receipt by any Senior Creditor
or the Collateral Agent of any proceeds or awards arising from any
condemnation or eminent domain proceedings concerning the Collateral, (x)
the receipt by any Senior Creditor or the Collateral Agent of any insurance
proceeds arising from damage to the Collateral by fire or any other
casualty which are not used for restoration of the Collateral in accordance
with the terms of the Security Document governing same, (y) the receipt by
any Senior Creditor or the Collateral Agent of any proceeds arising from
any asset sale, disposition or transfer, the sale or issuance of any
indebtedness, or the sale or issuance of any capital stock or other equity
interests, or (z) the exercise of any rights and remedies by the Collateral
Agent under the Security Documents, any and all Cash Management Funds or
proceeds from demand being made on the MFCC Guaranty or the sale,
foreclosure or other disposition of Collateral pursuant thereto shall be
transferred to the Collateral Agent and, promptly following their receipt
by the Collateral Agent, be applied and distributed by the Collateral Agent
as follows:
(i) First, to the payment of all costs, expenses, liabilities and
advances made or incurred by the Collateral Agent (in its capacity as
Collateral Agent and not as Bank Agent or a Bank) in connection with
such proceedings, adjustments, sale, foreclosure or other disposition
and in performing its duties hereunder, including compensation payable
to the Collateral Agent and the costs, expenses and compensation of
agents and legal counsel to the Collateral Agent;
(ii) Second, to the extent Cash Management Funds or proceeds
remain after payment in full of those items specified in clause (i)
above, to the payment of Senior Obligations consisting of principal
and interest (excluding the portion of default rate interest in excess
of the non-default rate of interest), to be allocated among each
Senior Creditor (according to the Pro Rata Share of each such Senior
Creditor) until all such Senior Obligations are paid in full;
(iii) Third, to the extent any Cash Management Funds or proceeds
remain after payment in full of those items specified in clauses (i)
and (ii) above, to the payment of the remaining Senior Obligations, to
be allocated among each Senior Creditor (on a pro rata basis based on
the unpaid amount of such remaining Senior Obligations) until all
remaining Senior Obligations are paid in full; and
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(iv) Fourth, to the extent any Cash Management Funds or proceeds
remain after payment in full of those items specified in clauses (i),
(ii) and (iii) above, such proceeds shall be paid to or at the
direction of the Borrower or as a court of competent jurisdiction
shall direct.
(b) payment by the Collateral Agent to the Banks in respect of the
Loan Agreement Obligations shall be made to the Bank Agent for distribution
to the Banks in accordance with the Loan Agreement. Payments by the
Collateral Agent to the Senior Noteholders shall be made in accordance with
the terms of the Note Purchase Agreements. Payments by the Collateral Agent
to the CP Holders in respect of the CP Debt shall be made to the Bank Agent
for distribution to the CP Holders. Payments by the Collateral Agent to any
Additional Senior Creditor shall be made in accordance with written
instructions from such Additional Senior Creditor.
(c) the Bank Agent (on its own behalf and on behalf of the CP
Holders), the Senior Note Collateral Agent, each Bank, each Senior
Noteholder signatory hereto, and each Additional Senior Creditor hereby
agrees that (i) if at any time it shall receive Cash Management Funds or
the proceeds of any Collateral or proceeds from the MFCC Guaranty, or shall
apply any balances, credits, deposits, accounts or monies with or on
deposit with such Bank Agent, Senior Note Collateral Agent, Bank, Senior
Noteholder or Additional Senior Creditor, through the exercise of any right
of set-off, banker's lien, counterclaim or other similar right, whether
pursuant to Section 10.9 of the Loan Agreement or otherwise, (other than
through application by the Collateral Agent in accordance with clauses (a)
and (b) of this Section 5), it shall promptly turn the same over to the
Collateral Agent for application in accordance with said clauses (a) and
(b) and (ii) it will not take or cause to be taken any action, including,
without limitation, the commencement of any legal or equitable proceedings,
the purpose of which is to give such Bank Agent, Bank, Senior Noteholder,
any XX Xxxxxx or Additional Senior Creditor any preference or priority
against the other parties hereto with respect to the Collateral or the MFCC
Guaranty.
(d) the foregoing provisions shall not require any cash payments made
by the Borrower on or prior to the Amendment No. 7 Effective Date (as
defined in the Loan Agreement) and the Third Amendment Effective Date (as
defined in the Note Purchase Agreement) to the Banks to reduce the
Aggregate Revolving Credit Commitment or to the Senior Noteholders to
reduce principal outstanding under the Senior Notes to be turned over to
the Collateral Agent for application in accordance with clauses (a) and (b)
hereof."
5. Addition of Section 5A of the Intercreditor Agreement. The Intercreditor
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Agreement is hereby amended by inserting the following new Section 5A in proper
numerical order therein:
"SECTION 5A. TRUE UP.
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(a) If, on the True Up Date, the Base Percentage of any Senior
Creditor varies from the True Up Date Risk Percentage of such Senior
Creditor, the Senior Creditor s, on the True Up Date, will make such
acquisitions, dispositions and other arrangements with one another, whether
by way of purchase, sale, participation, contribution, distribution, pro
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tanto assumption or assignment of claims, subrogation or otherwise, as
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shall result in each Senior Creditor's True Up Date Risk Percentage being
equal (as nearly as may be) to such Senior Creditor's Base Percentage.
(b) The Collateral Agent shall establish reasonable procedures to
implement such arrangements among the Senior Creditors. Such procedures may
include requiring the Senior Creditors whose True Up Date Risk Percentages
are less than their Base Percentages on the True Up Date to make payments
to the Collateral Agent for distribution to the Senior Creditors whose True
Up Date Risk Percentages are greater than their Base Percentages on the
True Up Date. The Borrower agrees to cooperate with the Collateral Agent
and the Senior Creditors by issuing such promissory notes and other
evidences of indebtedness to confirm the amounts owed to each Senior
Creditor after giving effect to such arrangements.
(c) No assignment by any Senior Creditor made pursuant to the relevant
provisions of the Loan Agreement or the Note Purchase Agreements of any of
the Senior Obligations owed to such Senior Creditor shall release such
Senior Creditor from its obligations to the other Senior Creditors under
this Section 5A.
(d) From and after the True Up Date, the following provisions shall
apply:
(1) The Collateral Agent will distribute all payments to be
applied to the payment of Senior Obligations consisting of principal
and interest (excluding default-rate interest), so that, after giving
effect to such payments, the percentage which the Specified
Obligations owed to each Senior Creditor bears to the Specified
Obligations owed all of the Senior Creditors equals (as nearly as may
be) such Senior Creditor's Base Percentage.
(2) Any expense reimbursement or indemnification obligations of
the Senior Creditors in favor of the Collateral Agent pursuant to
Section 5 of the Intercreditor Agreement or any other provisions of
any of the Note Documents or the Loan Documents shall be allocated
among the Senior Creditors in accordance with their Base Percentages.
(3) Any sharing of payments among the Senior Creditors pursuant
to Section 5(a)(iii) shall be made in accordance with the Senior
Creditors' Base Percentages.
(4) The provisions of this Section 5A(d) shall control over other
provisions of this Intercreditor Agreement that would otherwise
require such payments to be made or obligations to be allocated among
the Senior Creditors other than in accordance with their Base
Percentages.
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(e) Each of the Senior Creditors agrees with each other Senior
Creditor that if, after the True Up Date, such Senior Creditor shall
receive from the Borrower, whether by voluntary payment, counterclaim,
cross action, enforcement of the claim constituting Senior Obligations owed
to such Senior Creditor, by proceedings against the Borrower at law or in
equity or by proof thereof in bankruptcy, reorganization, liquidation,
receivership or similar proceedings, or otherwise, and shall retain and
apply to the payment of the Senior Obligations owing to such Senior
Creditor, any amount in excess of its Base Percentage of the Specified
Obligations, such Senior Creditor will make such disposition and
arrangements with the other Senior Creditors with respect to such excess,
either by way of distribution, pro tanto assignment of claims, subrogation
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or otherwise as shall result in each Senior Creditor receiving its Base
Percentage of the Specified Obligations owing to it; provided that if all
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or any part of such excess payment is thereafter recovered from such Senior
Creditor, such disposition and arrangements shall be rescinded and the
amount restored to the extent of such recovery, but without interest.
(f) To the extent that any Senior Creditor's claim in respect of
Specified Obligations is subordinated to the claims of general unsecured
creditors as a class under principles of equitable subordination, such
Senior Creditor is not entitled to receive any payment under this Section
5A from any other Senior Creditor to the extent that the other Senior
Creditor's claim in respect of Specified Obligations is not likewise
subordinated. To the extent that any Senior Creditor's claim in respect of
Specified Obligations is subordinated to the claim of any other Senior
Creditor in respect of Specified Obligations under principles of equitable
subordination, such subordinated Senior Creditor is not entitled to receive
any payment under this Section 5A from such other Senior Creditor to the
extent of the subordination. If any Senior Creditor does receive a payment
under this Section 5A and such Senior Creditor's claim is thereafter
subordinated, as contemplated by either of the foregoing sentences, to any
extent, the subordinated Senior Creditor shall, to the extent that such
subordinated Senior Creditor was not entitled to such payment under either
of the foregoing sentences, rescind the amount of the payment and restore
such payment to the paying Senior Creditor, but without interest.
(g) If any Senior Creditor fails to make any payment to any other
Senior Creditor required to be made by this Section 5A within five (5) days
following demand by the other Senior Creditor, the amount owing by the
other Senior Creditor to the demanding Senior Creditor shall bear interest
at the Collateral Agent's prime rate and shall be payable on demand,
whether before or after judgment. The Collateral Agent's prime rate shall
be the variable annual rate of interest so designated from time to time by
the Collateral Agent as its "prime rate," such rate being a reference rate
and not necessarily representing the lowest or best rate being charged to
any customer. In addition, if the demanding Senior Creditor institutes
litigation to recover from the other Senior Creditor any amounts owing to
the demanding Senior Creditor and not paid by the other Senior Creditor,
and if the demanding Senior Creditor is the prevailing party in the
litigation, the other Senior
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Creditor shall reimburse the demanding Senior Creditor for the demanding
Senior Creditor's reasonable attorneys' fees and other reasonable costs of
collection.
(h) For purposes of this Section 5A, the following terms shall have
the following meanings:
(i) "Base Percentage" means, with respect to any Senior Creditor,
the percentage which the Specified Obligations owed to such Senior
Creditor on June 29, 2001, bears to the Specified Obligations owed to
all of the Senior Creditors on June 29, 2001. The Base Percentage of
each Senior Creditor is set forth in the table below opposite the name
of such Senior Creditor.
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Senior Creditor Base Percentage
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FLEET NATIONAL BANK 22.5705329%
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THE BANK OF NEW YORK 11.2852665%
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XXXXXX TRUST AND SAVINGS BANK 9.4043887%
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THE BANK OF TOKYO-MITSUBISHI TRUST COMPANY 7.523511%
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JPMORGAN CHASE BANK (f/k/a The Chase 7.523511%
Manhattan Bank)
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CITIBANK, N.A. (f/k/a European American Bank) 7.523511%
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ISRAEL DISCOUNT BANK 5.6426332%
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HSBC BANK USA 5.6426332%
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BANK LEUMI 5.6426332%
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THE TRAVELERS INSURANCE COMPANY 7.6628352%
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FIRST CITICORP LIFE INSURANCE COMPANY 0.7662835%
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CITICORP LIFE INSURANCE COMPANY 1.1494253%
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UNITED OF OMAHA LIFE INSURANCE COMPANY 6.51341%
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COMPANION LIFE INSURANCE COMPANY 1.1494253%
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(ii) "Specified Obligations" means Senior Obligations consisting
of interest on or principal of the Senior Obligations (excluding the
portion of default rate interest in excess of the non-default rate of
interest).
(iii) "True Up Date" means the tenth Business Day following the
date of the maturity of the Loan Agreement and the Note Purchase
Agreements, whether such maturity occurs as scheduled or occurs at an
earlier time by reason of acceleration, a bankruptcy case being
commenced by or against the Borrower or otherwise.
(iv) "True Up Date Risk Percentage" means, with respect to any
Senior Creditor, the percentage which the Specified Obligations owed
to such
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Senior Creditor on the True Up Date bears to the Specified Obligations
owed to all of the Senior Creditors on the True Up Date.
6. Addition of Section 5B of the Intercreditor Agreement. The Intercreditor
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Agreement is hereby amended by inserting the following new Section 5B in proper
numerical order therein:
"SECTION 5B. SHARING OF INFORMATION. By its acknowledgement hereto, the
Borrower agrees that the Senior Creditors may freely share information regarding
the Borrower without the prior consent of the Borrower."
7. Representations and Warranties.
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(a) Neither the Collateral Agent, the Bank Agent, the Senior Note
Collateral Agent nor any Senior Creditor makes any representation or
warranty to any other party hereto with respect to the effectiveness,
enforceability, validity or due execution of the Security Documents or as
to any of the Collateral.
(b) Each Senior Creditor represents, warrants and covenants that it
has not and will not have or accept any security, collateral or other
credit enhancement from the Borrower or any subsidiary or affiliate thereof
with respect to any of the Senior Obligations without making adequate
provision to cause such security, collateral or credit enhancement to be
subject to the terms and provisions of the Intercreditor Agreement.
8. Effectiveness. This Amendment shall become effective as of the date
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first written above (the "Effective Date"), upon the satisfaction of each of the
following conditions, in each case in a manner satisfactory in form and
substance to the Collateral Agent:
(a) This Amendment shall have been duly executed and delivered by each of
the Bank Agent, the Banks, the Senior Noteholders, the Senior Note Collateral
Agent and the Collateral Agent and shall be in full force and effect.
(b) The Collateral Agent shall have received evidence that (i) Amendment
No. 3 to the Note Purchase Agreements of even date herewith has been duly
executed and delivered by each of the requisite parties thereto and is in full
force and effect, and (ii) Amendment No. 7 to the Loan Agreement of even date
herewith has been duly executed and delivered by each of the requisite parties
thereto and is in full force and effect.
(c) The Collateral Agent shall have received such other items, documents,
agreements or actions as the Collateral Agent may reasonably request in order to
effectuate the transactions contemplated hereby.
9. Miscellaneous Provisions.
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(a) Each of the Senior Creditors hereby ratifies and confirms all of its
obligations under the Intercreditor Agreement, as amended hereby. Except as
expressly amended hereby, the Intercreditor Agreement shall continue in full
force and effect. This Amendment and the Intercreditor Agreement shall hereafter
be read and construed together as a single document, and all references to the
Intercreditor Agreement in the Intercreditor Agreement or any agreement or
instrument related to the Intercreditor Agreement shall hereafter refer to the
Intercreditor Agreement as amended by this Amendment.
(b) Without limiting the expense reimbursement requirements set forth in
Section 10.6 of the Loan Agreement, the Borrower agrees to pay on demand all
costs and expenses, including reasonable attorneys' fees, of the Collateral
Agent incurred in connection with this Amendment.
(c) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO CONFLICT OF LAWS).
(d) This Amendment may be executed in any number of counterparts, and all
such counterparts shall together constitute but one instrument. In making proof
of this Amendment it shall not be necessary to produce or account for more than
one counterpart signed by each party hereto by and against which enforcement
hereof is sought.
IN WITNESS WHEREOF, intending to be legally bound, each of the undersigned
has caused this Amendment to be executed on its behalf by its officer thereunto
duly authorized, as of the date first above written.
FLEET NATIONAL BANK, (f/k/a Fleet Bank, N.A.), as
Collateral Agent, Senior Note Collateral Agent, Bank
Agent and a Bank
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
HSBC BANK USA
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Xxxxxx XxXxxxxx
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Name: Xxxxxx XxXxxxxx
Title: Vice President
JPMORGAN CHASE BANK
By: /s/ Xxxxx X. Kornblath
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Name: Xxxxx X. Kornblath
Title: Vice President
ISRAEL DISCOUNT BANK OF NEW YORK
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: First Vice President
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Senior Vice President
CITIBANK, N.A. (f/k/a European American Bank)
By: /s/ Xxxxxxxxx Xxxxxxxx
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Name: Xxxxxxxxx Xxxxxxxx
Title: Vice President
BANK LEUMI
By: /s/ Illegible
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Name:
Title:
THE BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By: /s/ Xxxxxxxxx X. Xxxxx
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Name: Xxxxxxxxx X. Xxxxx
Title: Vice President
XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxx Xxxxxxxx
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Name: Xxx Xxxxxxxx
Title: Vice President
THE TRAVELERS INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Investment Officer
FIRST CITICORP LIFE INSURANCE COMPANY
By: Travelers Asset Management International
Company LLC
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Investment Officer
CITICORP LIFE INSURANCE COMPANY
BY: TRAVELERS ASSET MANAGEMENT
INTERNATIONAL COMPANY LLC
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Investment Officer
UNITED OF OMAHA LIFE INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: First Vice President
COMPANION LIFE INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Authorized Signatory
ACKNOWLEDGED AND AGREED:
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MEDALLION FUNDING CORP.
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: President
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Executive Vice President &
Chief Financial Officer
MEDALLION TAXI MEDIA CORP.
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: President
By: /s/ Xxxxx X. Xxxx
---------------------------------------
Name: Xxxxx X. Xxxx
Title: Executive Vice President &
Chief Financial Officer
MEDALLION CHICAGO FUNDING CORP.
By: /s/ Xxxxx Xxxxxxxx
---------------------------------------
Name: Xxxxx Xxxxxxxx
Title: President
By: /s/ Xxxxx X. Xxxx
---------------------------------------
Name: Xxxxx X. Xxxx
Title: Executive Vice President &
Chief Financial Officer
