JULY 31, 2005 AMENDMENT TO AMENDED AND RESTATED FINANCING AGREEMENT
JULY
31, 2005 AMENDMENT TO AMENDED AND RESTATED
THIS
JULY 31, 2005 AMENDMENT TO AMENDED AND RESTATED FINANCING
AGREEMENT
(“this
Agreement”)
entered into on this _____ day of November, 2005, to be effective, unless
another effective date is otherwise herein specified, as of July 31, 2005
(“Effective
Date”),
is by
and among The CIT Group Business Credit, Inc. (“CIT”)
and
SunTrust Bank (“SunTrust”)
as
Lenders (“Lenders”),
CIT
as administrative and collateral agent (“Agent”)
and
Xxxxxx-Xxxxxxx Company (“Xxxxxx”)
and
Three D Oil Co. of Xxxxxxx, Inc. (“Three D”)
(Xxxxxx and Three D being herein individually referred to as a
“Company”
and
collectively referred to as the “Companies”).
RECITALS
A. Companies,
Agent and Lenders entered into that certain Amended and Restated Financing
Agreement, dated as of April 8, 2005, together with all riders, addenda,
exhibits and other documents relating thereto (collectively, as amended from
time to time, the “Financing
Agreement”).
B. Pursuant
to the terms and conditions this Agreement, each Company, each Lender and
Agent
are willing to amend the Financing Agreement and to agree to certain other
agreements, all as hereinafter set forth.
NOW,
THEREFORE,
in
consideration of the premises herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the
parties, intending to be legally bound, agree as follows:
ARTICLE
I
Definitions
1.01 Capitalized
terms used in this Agreement are defined in the Financing Agreement, as amended
hereby, unless otherwise stated.
ARTICLE
II
Agreements
2.01 Amendments
to Financing Agreement.
Agent,
Lenders and Companies hereby amend the Financing Agreement as
follows:
(a) Amendment
to Section 1 of Financing Agreement; Addition of New
Definition.
Effective as of the Effective Date, the following new definition is hereby
added
to Section 1 of the Financing Agreement, such new definition to be
inserted
in its proper alphabetical order and to read in its entirety as
follows:
“July31,
2005 Amendment
shall
mean that certain July 31, 2005 Amendment to Amended and Restated Financing
Agreement executed by Companies, Lenders and Agent.”
(b) Amendment
and Restatement of Definition of “Borrowing Base” contained in Section 1 of
the Financing Agreement.
Effective as of the Effective Date, the definition of “Borrowing Base” contained
in Section 1 of the Financing Agreement is amended and restated to
read in
its entirety as follows:
“Borrowing
Base
shall
mean, as to Companies, the amount calculated as follows: (a) the
lesser of
(i) Revolving Line of Credit or (ii) the
sum of
(A) eighty-five percent (85%) of the Companies’ aggregate outstanding
Eligible Accounts Receivable; provided,
however,
that if
the then Dilution Percentage is greater than five percent (5.0%), then the
rate
of advance herein shall be reduced by the percentage points by which the
Dilution Percentage exceeds 5% (5.0%), plus
(B) the
lesser of
(x) the Inventory Loan Cap or (y) the sum of: (1) sixty-five
percent (65%) of the aggregate value of Companies’ Eligible Inventory, valued at
the lower of cost or market, on an average cost basis, plus
(2) the
lesser of
(aa) fifty percent (50%) of the aggregate value of Companies’ Eligible
Card-Lock Inventory, valued at the lower of cost or market, on an average
cost
basis, or (bb) the Card-Lock Inventory Loan Cap, plus
(C) the Eligible Equipment Based Amount, plus
(D) one hundred percent (100%) of the aggregate Eligible Cash Surrender
Value of Eligible Life Insurance Policies, minus
(b) any applicable Availability Reserves.”
(c) Amendment
and Restatement of Definition of “Card-Lock Inventory Cap” contained in
Section 1 of the Financing Agreement.
Effective as of the Effective Date, the definition of “Card-Lock Inventory Loan
Cap” contained in Section 1 of the Financing Agreement is amended and
restated to read in its entirety as follows:
“Card-Lock
Inventory Loan Cap
shall
mean $1,500,000.”
(d) Amendment
and Restatement of Definition of “Commitment” contained in Section 1 of the
Financing Agreement.
Effective as of the Effective Date, the definition of “Commitment” contained in
Section 1 of the Financing Agreement is amended and restated to read
in its
entirety as follows:
“Commitment
shall mean, as to any Lender, the amount of commitment of such Lender, such
amount to be (i) as to CIT, $35,000.000, (ii) as to SunTrust, $20,000,000,
and
(iii) as to any other Lender, the amount set forth in Schedule I to the
Assignment and Transfer Agreement to which such Lender is a party, as such
amount may be reduced or increased in accordance with the provisions of
Paragraph 13.4(b) of Section 13 or any other applicable provision
of this
Financing Agreement.”
(e) Amendment
and Restatement of Definition of “Eligible Unbilled Card-Lock Customer Accounts
Sub-Limit” contained in Section 1 of the Financing
Agreement.
Effective as of the Effective Date, the definition of “Eligible Unbilled
Card-Lock Customer Accounts Sub-Limit” contained in Section 1 of the
Financing Agreement is amended and restated to read in its entirety as
follows:
“Eligible
Unbilled Card-Lock Customer Accounts Sub-Limit
shall
mean $9,500,000.”
(f) Amendment
and Restatement of Definition of “Inventory Loan Cap” contained in Section 1 of
the Financing Agreement.
Effective as of the Effective Date, the definition of “Inventory Loan Cap”
contained in Section 1 of the Financing Agreement is amended and restated
to
read in its entirety as follows:
“Inventory
Loan Cap
shall
mean $6,500,000.”
(g) Amendment
and Restatement of Definition of “Revolving Line of Credit” contained in
Section 1 of the Financing Agreement.
Effective as of the Effective Date, the definition of “Revolving Line of Credit”
contained in Section 1 of the Financing Agreement is amended and restated
to read in its entirety as follows:
“Revolving
Line of Credit
shall
mean the aggregate commitment of the Lenders to make loans and advances pursuant
to Section 3 hereof and issue Letters of Credit Guaranties to the
Companies, in the aggregate amount of $55,000,000.”
(h) Amendment
and Restatement of Definition of “Unfinanced Capital Expenditures” contained in
Section 1 of the Financing Agreement.
Effective as of the Effective Date, the definition of “Unfinanced Capital
Expenditures” contained in Section 1 of the Financing Agreement is amended
and restated to read in its entirety as follows:
“Unfinanced
Capital Expenditures
shall
mean Capital Expenditures incurred by the Companies to the extent not funded
with either (i) proceeds of Indebtedness secured by Purchase Money Liens
(other
than the Revolving Loans) or (ii) proceeds of cash infusions of
equity.”
(i) Amendment
and Restatement of Paragraph 7.10(a) of Section 7 of the Financing
Agreement.
Effective as of the Effective Date, Paragraph 7.10(a) of Section 7 of the
Financing Agreement is amended and restated to read in its entirety as
follows:
“(a) Maintain
as of the last day of each calendar month indicated below, for the period
of
time ending on such day indicated below, a Fixed Charge Coverage Ratio for
such
period of not less than the ratio indicated below:
|
Period
of Time
|
Ratio
|
||||
| (i) |
Three
Calendar Month Period Ending on October 31, 2005
|
(i)1.00
to 1.00
|
|||
| (ii) |
Four
Calendar Month Period Ending on November 30, 2005
|
(ii)1.00
to 1.00
|
|||
| (iii) |
Five
Calendar Month Period Ending on December 31, 2005
|
(iii)1.00
to 1.00
|
|||
| (iv) |
Six
Calendar Month Period Ending on January 31, 2006
|
(iv)1.00
to 1.00
|
|||
| (v) |
Seven
Calendar Month Period Ending on February 28, 2006
|
(v)1.00
to 1.00
|
|||
| (vi) |
Eight
Calendar Month Period Ending on March 31, 2006
|
(vi)1.00
to 1.00
|
|||
| (vii) |
Nine
Calendar Month Period Ending on April 30, 2006
|
(vii)1.02
to 1.00
|
|||
| (viii) |
Ten
Calendar Month Period Ending on May 31, 2006
|
(viii)1.02.
to 1.00
|
|||
| (ix) |
Eleven
Calendar Month Period Ending on June 30, 2006
|
(ix)1.02
to 1.00
|
|||
| (x) |
Twelve
Calendar Month Period Ending July 31, 2006
|
(x)1.02
to 1.00
|
|||
| (xi) |
Twelve
Calendar Month Period Ending on August 31, 2006
|
(xi)1.02
to 1.00
|
|||
| (xii) |
Twelve
Calendar Month Period Ending on September 30, 2006, and
on the Last
Day of each thereafter occurring Calendar Month”
|
(xii)1.05
to 1.00
|
(j) Amendment
and Restatement of Paragraph 7.10(b) of Section 7 of the Financing
Agreement.
Effective as of the Effective Date, Paragraph 7.10(b) of Section 7
of
the Financing Agreement is amended and restated to read in its entirety as
follows:
“(b) (i)
Maintain as of the last day of November, 2005, for the one calendar month
period
ending on such day, Daily Average Availability of at least $1,500,000 and
thereafter, (ii) maintain as of the last day of each calendar month, beginning
with December, 2005, for the two calendar month period ending on such day,
Daily
Average Availability of at least the following respective amount: (x) for
each
of December, 2005, January, 2006, and February, 2006, the minimum required
amount of Daily Average Availability shall be $1,650,000, and (y) thereafter,
the minimum required amount of Daily Average Availability shall increase
on each
Minimum Daily Average Availability Increase Date by $150,000, with such new
minimum required amount of Daily Average Availability to remain in effect
until
the next ‘Minimum Daily Availability Increase Date’. For the purposes of this
Paragraph 7.10(b) of Section 7 of this Financing Agreement, the term
Minimum Daily Average Availability Increase Date shall mean the last day
of each
March, June, September and December, beginning with March, 2006. Notwithstanding
the foregoing, in no event shall the Daily Average Availability required
as of
the last day of any month hereunder exceed five percent (5%) of the Revolving
Line of Credit in effect on such day. Companies acknowledge that as to any
proposed acquisition that will result in an increase in Availability, any
approval by the Agent and Required Lenders of such proposed acquisition may
include a requirement that the above Daily Average Availability requirement
be
increased by an amount satisfactory to Agent, in its sole discretion (but
such
increase shall not exceed 50% of that portion of the Borrowing Base to be
contributed by the entity or assets acquired, as determined by the Agent,
in its
sole discretion.)”
2.02 Fee.
In
consideration for the agreements set forth herein, Companies shall pay to
Agent,
for the sole account of Agent, a fee in the amount of $25,000 (“Agreement
Fee”),
which
Agreement Fee (a) shall be deemed fully earned on the date of execution of
this
Agreement, (b) shall be nonrefundable and (c) shall be due and payable
in
full on the date of execution of this Agreement.
2.03 Delivery
of Sterling Bank Amended and Restated Intercreditor
Agreement.
Companies hereby agree to deliver within thirty days of the date of execution
of
this Agreement the Amended and Restated Intercreditor Agreement [Sterling
Bank],
duly executed by Companies, Xxxxxx X. Xxxxx, United Fuel & Energy
Corporation, a Texas corporation, United Fuel & Energy Corporation, a Nevada
corporation, and Sterling Bank. Failure by Companies to deliver such executed
document within such time period shall constitute an Event of Default pursuant
to the Financing Agreement.
ARTICLE
III
No
Waivers
3.01 No
Waivers.
Nothing
contained herein shall be construed as a waiver by Agent or Lenders of any
covenant or provision of the Financing Agreement or any other Loan Document
or
any other contract or instrument between any Company, Agent or Lenders, and
Agent’s or Lenders’ failure at any time or times hereafter to require strict
performance by any Company of any provision thereof shall not waive, affect
or
diminish any right of Agent or Lenders thereafter to demand strict compliance
therewith. Each of each Lender and Agent hereby reserves all rights granted
under the Financing Agreement, and each other Loan Document and any other
contract or instrument between any Company and Agent or Lenders.
ARTICLE
IV
Conditions
Precedent
4.01 Conditions
to Effectiveness.
The
effectiveness of this Agreement is subject to the satisfaction of the following
conditions precedent, unless specifically waived in writing by
Agent:
(a) Agent
shall have received all of the following, each in form and substance
satisfactory to Agent (each of which shall be deemed to be a “Loan
Document”
for
purposes of the Financing Agreement):
(i) This
Agreement, duly executed by Companies;
(ii) Consent,
Ratification and Release executed by Xxxxxx X. Xxxxx, United Fuel & Energy
Corporation, a Texas corporation, and United Fuel & Energy Corporation, a
Nevada corporation;
(iii) Second
Amended Restated Limited Guaranty in the form of Annex I attached
hereto
duly executed by Companies and Xxxxxx X. Xxxxx; and
(iv) Such
additional documents, instruments and information as Agent may
request.
(b) Agent
shall have received payment, in immediately available funds, of the Agreement
Fee;
(c) The
representations and warranties contained herein and in the Financing Agreement,
and the other Loan Documents, as each is amended hereby, shall be true and
correct as of the date hereof, as if made on the date hereof;
(d) No
Default or Event of Default shall have occurred and be continuing, unless
such
Event of Default has been otherwise specifically waived in writing by Lenders;
and
(e) All
corporate proceedings taken in connection with the transactions contemplated
by
this Agreement and all documents, instruments and other legal matters incident
thereto shall be satisfactory to Agent and its legal counsel.
ARTICLE
V
Ratifications,
Representations and Warranties
5.01 Ratifications.
The
terms and provisions set forth in this Agreement shall modify and supersede
all
inconsistent terms and provisions set forth in the Financing Agreement and
the
other Loan Documents, and, except as expressly modified and superseded by
this
Agreement, the terms and provisions of the Financing Agreement and the other
Loan Documents are ratified and confirmed and shall continue in full force
and
effect. Each of the parties hereto agrees that the Financing Agreement and
the
other Loan Documents, as amended hereby, shall continue to be legal, valid,
binding and enforceable in accordance with their respective terms.
5.02 Representations
and Warranties.
Each
Company hereby represents and warrants to Agent and Lenders that (a) the
execution, delivery and performance of this Agreement and any and all other
Loan
Documents executed and/or delivered in connection herewith have been authorized
by all requisite corporate action on the part of each of each Company and
will
not violate the Articles of Incorporation or Bylaws of any Company; (b) the
representations and warranties contained in the Financing Agreement, as amended
hereby, and any other Loan Document are true and correct on and as of the
date
hereof and on and as of the date of execution hereof as though made on and
as of
each such date; and (c) no Default or Event of Default under the Financing
Agreement, as amended hereby, has occurred and is continuing, unless such
Default or Event of Default has been specifically waived in writing by Agent
and
Lenders. Each Company hereby represents and warrants to Agent and Lenders
that
it is in full compliance with all covenants and agreements contained in the
Financing Agreement, and the other Loan Documents, as amended
hereby.
ARTICLE
VI
Miscellaneous
Provisions
6.01 Survival
of Representations and Warranties.
All
representations and warranties made in the Financing Agreement or any other
Loan
Document, including, without limitation, any document furnished in connection
with this Agreement, shall survive the execution and delivery of this Agreement
and the other Loan Documents, and no investigation by Agent or any Lender
or any
closing shall affect the representations and warranties or the right of Agent
and Lenders to rely upon them.
6.02 Reference
to Financing Agreement.
Each of
the Financing Agreement and the other Loan Documents and any and all other
agreements, documents or instruments now or hereafter executed and delivered
pursuant to the terms hereof or pursuant to the terms of the Financing
Agreement, as amended hereby, is hereby amended so that any reference in
the
Financing Agreement and such other Loan Documents to the Financing Agreement
shall mean a reference to the Financing Agreement as amended
hereby.
6.03 Expenses
of Lender.
Each
Company agrees to pay on demand all costs and expenses incurred by Agent
and
Lenders in connection with the preparation, negotiation and execution of
this
Agreement and the other Loan Documents executed pursuant hereto, and any
and all
amendments, modifications, and supplements thereto, including, without
limitation, the costs and fees of Agent’s and Lenders’ legal counsel, and all
costs and expenses incurred by Agent and Lenders in connection with the
enforcement or preservation of any rights under the Financing Agreement,
as
amended hereby, or any other Loan Document, including, without limitation,
the
costs and fees of Agent’s and each Lender’s legal counsel.
6.04 Severability.
Any
provision of this Agreement held by a court of competent jurisdiction to
be
invalid or unenforceable shall not impair or invalidate the remainder of
this
Amendment and the effect thereof shall be confined to the provision so held
to
be invalid or unenforceable.
6.05 Successors
and Assigns.
This
Agreement is binding upon and shall inure to the benefit of the parties hereto
and their respective successors and assigns, except no Company may assign
or
transfer any of its rights or obligations hereunder without the prior written
consent of Agent and Lenders.
6.06 Counterparts.
This
Agreement may be executed in one or more counterparts, each of which when
so
executed shall be deemed to be an original, but all of which when taken together
shall constitute one and the same instrument.
6.07 Effect
of Waiver.
No
consent or waiver, express or implied, by Agent or any Lender to or for any
breach of or deviation from any covenant or condition by any Company shall
be
deemed a consent to or waiver of any other breach of the same or any other
covenant, condition or duty.
6.08 Headings.
The
headings, captions, and arrangements used in this Agreement are for convenience
only and shall not affect the interpretation of this Agreement
6.09 Applicable
Law.
THIS AGREEMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED PURSUANT HERETO SHALL
BE
DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY
AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS.
6.10 Final
Agreement.
THIS AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE
ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
6.11 Release.
EACH COMPANY HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET,
CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN
BE
ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY
THE
“OBLIGATIONS” OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE
FROM AGENT OR ANY LENDER. EACH COMPANY HEREBY VOLUNTARILY AND KNOWINGLY RELEASES
AND FOREVER DISCHARGES AGENT AND EACH LENDER, ITS PREDECESSORS, AGENTS,
EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS,
CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN
OR
UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED,
CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR
IN PART
ON OR BEFORE THE DATE THIS AGREEMENT IS EXECUTED, WHICH ANY COMPANY MAY NOW
OR
HEREAFTER HAVE AGAINST AGENT OR ANY LENDER, ITS PREDECESSORS, AGENTS, EMPLOYEES,
SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS
ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE,
AND
ARISING FROM ANY “REVOLVING CREDIT LOANS”, INCLUDING, WITHOUT LIMITATION, ANY
CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST
IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS
AND
REMEDIES UNDER THE FINANCING AGREEMENT OR OTHER LOAN DOCUMENTS, AND NEGOTIATION
FOR AND EXECUTION OF THIS AGREEMENT.
[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]
Executed
on this 11th day of November, 2005, to be effective as of the respective
date
indicated above.
| XXXXXX-XXXXXXX COMPANY | ||
| By: /s/ Xxxxxxx XxXxxxxx | ||
| Name: Xxxxxxx XxXxxxxx | ||
| Title: CEO | ||
| THREE D OIL CO. OF XXXXXXX, INC. | ||
| By: /s/ Xxxxxxx XxXxxxxx | ||
| Name: Xxxxxxx XxXxxxxx | ||
| Title: CEO | ||
ACCEPTED
at Dallas, Texas, this 11th day of November, 2005, to be effective as of
the
respective date indicated above.
| THE
CIT GROUP/BUSINESS CREDIT, INC., as Agent and a Lender |
||
| By: /s/ Xxxx Xxxxxxxx | ||
| Xxxx Xxxxxxxx, Vice President | ||
| SUNTRUST BANK, as a Lender | ||
| By: /s/ Xxxx Xxxxxxxxx | ||
| Name: Xxxx Xxxxxxxxx | ||
| Title: Vice President | ||
CONSENT,
RATIFICATION AND RELEASE
Each
of
the undersigned hereby consents to the terms of the within and foregoing
Agreement, confirms and ratifies the terms of each document it has executed
in
connection with the Obligations (collectively, the “Documents”),
and
acknowledges that the Documents to which it is a party are in full force
and
effect and ratifies the same, that it has no defense, counterclaim, set-off
or
any other claim to diminish its liability under such Documents, that its
consent
is not required to the effectiveness of the within and foregoing Agreement,
and
that no consent by it is required for the effectiveness of any future amendment,
modification, forbearance or other action with respect to the Revolving Line
of
Credit, the Collateral, or any of the other Loan Documents.
EACH OF THE UNDERSIGNED HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER
DISCHARGES EACH OF AGENT AND EACH LENDER, ITS PREDECESSORS, AGENTS, EMPLOYEES,
SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES
OF
ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN,
ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT,
OR
CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE
THE DATE THE AGREEMENT IS EXECUTED, WHICH THE UNDERSIGNED MAY NOW OR HEREAFTER
HAVE AGAINST AGENT OR ANY LENDER, ITS PREDECESSORS, AGENTS, EMPLOYEES,
SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS
ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE,
AND
ARISING FROM ANY “REVOLVING CREDIT LOANS”, INCLUDING, WITHOUT LIMITATION, ANY
CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST
IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS
AND
REMEDIES UNDER THE FINANCING AGREEMENT OR OTHER LOAN DOCUMENTS, AND NEGOTIATION
FOR AND EXECUTION OF THIS AGREEMENT.
| UNITED
FUEL & ENERGY CORPORATION, a Texas corporation |
||
| By: /s/Xxxxxxx XxXxxxxx | ||
| Name: Xxxxxxx XxXxxxxx | ||
| Title: CEO |
| UNITED
FUEL & ENERGY CORPORATION, a Nevada corporation |
||
| By: /s/Xxxxxxx XxXxxxxx | ||
| Name: Xxxxxxx XxXxxxxx | ||
| Title: CEO | ||
|
/s/Xxxxxx
X. Xxxxx
|
||
|
Xxxxxx
X. Xxxxx
|
