SEVENTH MODIFICATION TO
REVOLVING CREDIT LOAN & SECURITY AGREEMENT
(ACCOUNTS AND INVENTORY)
AND
FIRST AMENDMENT TO ADDENDUM TO
REVOLVING CREDIT LOAN & SECURITY AGREEMENT
This SEVENTH MODIFICATION TO LOAN & SECURITY AGREEMENT (ACCOUNTS AND
INVENTORY) AND FIRST AMENDMENT TO ADDENDUM TO REVOLVING CREDIT LOAN & SECURITY
AGREEMENT (this "Modification") is entered into as of September 19, 2000 by and
between XXXXXX BEVERAGE COMPANY, a Delaware corporation ("Borrower") and
COMERICA BANK-CALIFORNIA, a California banking corporation ("Bank").
RECITALS
A. Borrower and Bank have previously entered into that certain
Revolving Credit Loan & Security Agreement (Accounts and Inventory) dated as of
May 15, 1997, as amended by that certain First Modification to Loan & Security
Agreement dated May 11, 1998, as further amended by that certain Second
Modification to Loan & Security Agreement dated July 27, 1998, as further
amended by that certain Third Modification to Loan & Security Agreement dated
December 1, 1998, as further amended by that certain Fourth Amendment to
Revolving Credit Loan and Security Agreement dated March 28, 2000, as further
amended by that certain Fifth Amendment to Revolving Credit Loan and Security
dated April 27, 2000, as further amended by that certain Sixth Modification to
Amendment to revolving Credit Loan and Security Agreement (Accounts and
Inventory) dated May 23, 2000 (collectively referred to as the "Loan
Agreement"), together with the Addendum to Revolving Credit Loan & Security
Agreement dated December 1, 1998 (the "LIBOR Addendum"), the Inventory Rider
(Revolving Advance) dated May 15, 1997, as amended by that certain Inventory
Rider to Revolving Credit Loan and Security Agreement dated December 1, 1998
(the "Inventory Rider"), the Environmental Rider dated May 15, 1997 (the
"Environmental Rider"), the Equipment Rider dated May 15, 1997 (the "Equipment
Rider") and UCC-1 Financing Statement (the "UCC-1").
B. Pursuant to the Loan Agreement, Bank has made available to
Borrower a revolving line of credit (the "Line of Credit") in an aggregate
principal amount not to exceed Three Million and 00/100 Dollars ($3,000,000.00)
at any one time, as further provided in the terms and conditions set forth more
completely in the Loan Agreement.
C. Borrower has previously executed in favor of Bank that
certain Amended and Restated Variable Rate Installment Note dated as of April
20, 2000 made by Borrower payable to the order of Bank in the original principal
amount of Four Million and 00/100 Dollars ($4,000,000.00) (as amended, the "Term
Loan Note").
D. As additional security for the Obligations (as defined in
the Loan Agreement), including the Term Loan Note, Borrower has pledged to Bank
those certain Trademark Rights as defined in and pursuant to that certain
Security Agreement in License Agreement and Other Agreements dated May 15, 1997
by and between Bank and Borrower (the "License Security Agreement").
X. Xxxxxx Natural Corporation, a Delaware corporation ("Xxxxxx
Natural"), and Hard e Beverage Company, a Delaware corporation formerly known as
CVI Ventures, Inc. ("Hard e Beverage") (Xxxxxx Natural and Hard e Beverage are
collectively referred to as the "Guarantors") have each executed those certain
guaranty agreements each dated as of May 15, 1997 (respectively, the "Xxxxxx
Guaranty"and the "Hard e Beverage Guaranty"and collectively, the "Guaranties"),
pursuant to which Guarantors guaranteed the Obligations owing to Bank by
Borrower, as set forth more completely in the Guaranties.
X. Xxxxxx Natural's obligations under the Xxxxxx Guaranty are
secured by the capital stock of Borrower owned by Xxxxxx Natural, which stock
has been pledged pursuant to the terms of that certain Security Agreement (All
Assets) dated May 15, 1997, together with that certain endorsement in blank of
stock certificates, the Environmental Rider dated May 15, 1997, and UCC-1
Financing Statement (collectively referred to as the "Xxxxxx Natural Stock
Pledge Documents").
G. The Loan Agreement, LIBOR Addendum, the Inventory Rider,
the Environmental Rider, the Equipment Rider, the Term Loan Note, the License
Security Agreement, the Guaranties, and the Xxxxxx Natural Stock Pledge
Documents are collectively referred to as the "Loan Documents".
H. Blue Sky Natural Beverage Co., a Delaware corporation,
("Blue Sky") has purchased or will purchase certain assets (the "Acquisition")
of Blue Sky Natural Beverage Co., a New Mexico corporation, ("Seller") pursuant
to the terms of that certain Asset Purchase Agreement dated as of September 19,
2000 by and between Blue Sky and Seller (as the same may be further amended,
modified or supplemented from time to time the "Acquisition Agreement")(the
Acquisition Agreement and each schedule, exhibit, document, instrument and
certificate incorporated therein or delivered in connection therewith, are
referred to as the "Acquisition Documents").
I. In order to finance the Acquisition, payoff the Term Loan
Note, and for additional working capital, Borrower has requested that Bank
increase the Line of Credit to Twelve Million and 00/100 Dollars
($12,000,000.00), and Bank has agreed to increase the Line of Credit to said
amount pursuant to certain terms and conditions, as set forth more completely
herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, Borrower and Lender agree
as follows
1. Incorporation by Reference; Definitions. The foregoing Loan Documents and the
Recitals are incorporated herein by this reference as though set forth in full
herein. Any term not defined herein shall have the meaning given in the Loan
Documents.
2. Modifications to the Loan Agreement. The Loan Agreement is hereby modified as
set forth below.
2.1 Section 1 of the Loan Agreement. Section 1 of the Loan Agreement is hereby
amended by adding the following new subsection:
"1.42 "Subsidiary"means, with respect to any Person,
any corporation, association or other business entity of which
more than fifty percent (50%) of the total voting power of
shares of stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or
more of the other Subsidiaries of that Person or a combination
thereof."
2.2 Modification of Section 2.1 of the Loan Agreement. Section 2.1 of the Loan
Agreement is hereby amended by deleting it in its entirety and replacing it with
the following provision:
"Notwithstanding any prior agreement to the contrary,
upon the request of Borrower, made at any time and from time
to time during the term hereof, and so long as no Event of
Default has occurred, Bank shall lend to Borrower an amount
not to exceed the principal sum of Twelve Million and 00/100
($12,000,000.00) at any one time (the "Committed Line"), with
any amount in excess of the Committed Line being referred to
hereinafter as an ("Overadvance"). Notwithstanding the
foregoing, the credit limit of the Committed Line shall be
reduced by the following amounts as of the dates set forth
below:
As of September 19, 2001 $1,300,000.00
As of September 19, 2002 $1,400,000.00
As of September 19, 2003 $1,500,000.00
As of September 19, 2004 $1,800,000.00
provided however, that upon the Committed Line being reduced
to Six Million and 00/100 Dollars ($6,000,000.00) after
September 19, 2004, the foregoing annual reductions shall no
longer be in effect."
2.3 Modification to Section 3.1 of the Loan Agreement. Section 3.1 of the Loan
Agreement is hereby modified by deleting the first sentence in its entirety and
substituting the following provision:
"Notwithstanding any prior agreement to the contrary,
this Agreement shall remain in full force and effect until the
earlier of (a) acceleration of the Obligations for any reason
under the terms of this Agreement; or (b) the specific date
sixty (60) months after the funding of the Acquisition."
2.4 Modification of Section 6.15 (c) of the Loan Agreement. Section 6.15(c) of
the Loan Agreement is hereby amended by deleting it in its entirety and
replacing it with the following:
"Quarterly A/R and A/P Agings. As soon as
available, and in any event within thirty (30) days after the
end of each of Borrower's fiscal quarters, Borrower shall
deliver to Bank, on a quarterly basis, aged listings of
accounts receivable and accounts payable.
Quarterly Inventory Report. As soon as available, and
in any event within thirty (30) days after the end of
Borrower's fiscal quarters, Borrower shall deliver to Bank, on
a quarterly basis, inventory reports in form and substance
acceptable to Bank."
2.5 Modification to Section 6.16(b) of the Loan Agreement. Section 6.16(b) of
the Loan Agreement is hereby deleted in its entirety and replaced with the
following:
"b. Borrower shall maintain, on a consolidated basis,
as of the end of each fiscal quarter of Borrower, a Book Net
Worth of not less than Twenty One Million and 00/100 Dollars
($21,000,000.00). As used herein, the term "Book Net Worth"
means Borrower's consolidated Net Worth, plus the net value of
Borrower's and Blue Sky's trademarks, plus, commencing at the
start of Borrower's fiscal year 2002, seventy five percent
(75%) of annual consolidated Net Income."
2.6 Modification to Section 6.16(c) of the Loan Agreement. Section 6.16(c) of
the Loan Agreement is hereby deleted in its entirety and replaced with the
following:
"c. Borrower shall maintain, as of the first quarter
following the Acquisition, on a consolidated basis, as of the
end of each fiscal quarter, a ratio of senior Funded Debt to
EBITDA of less than 2.00:1.00, provided, however that as of
the date twelve (12) months from the date of the Acquisition,
the ratio shall be 1.75:1.00. As used herein, the term
"EBITDA" means, for any period, Borrower's consolidated
pre-tax Net Income ("pre-tax" being determined in accordance
with GAAP); plus (a) the aggregate of all interest paid or
accrued by Borrower and its Subsidiaries including, without
limitation, all interest, fees, and costs payable with respect
to indebtedness and the interest portion of capitalized lease
payments, all as determined in accordance with GAAP; paid or
accrued during such period; plus (b) amortization and
depreciation deducted in determining Net Income for such
period; plus (c) any non-cash charge deducted in determining
Net Income for such period. In calculating this ratio, Bank
(i) in determining EBITDA shall use the current quarter EBITDA
and the previous three (3) quarters EBITDA; and (ii) in
determining Funded Debt, shall use Funded Debt as of the date
of calculating this ratio."
2.7 Modification to Section 6.16(d) of the Loan Agreement. Section 6.16(d) of
the Loan Agreement is hereby amended by deleting it in its entirety and
replacing it with the following:
"d. Borrower shall maintain, on a consolidated basis,
as of the end of each fiscal quarter of Borrower, a ratio of
(a) the sum of (i) Cash Flow plus (ii) non-cash charges
deducted in determining Net Income; less dividends,
distributions and withdrawals to (b) the sum of (i) the
Current Maturities on Long Term Debt (not including the Line
of Credit); plus the current portion of capital lease
obligations; plus the greater of (1) One Million Three Hundred
Thousand and 00/100 Dollars ($1,300,000.00); or (2) the amount
of the credit limit reduction set forth in Section 2.1 of the
Loan Agreement for the relevant period, to the extent that
such reduction is then payable, of not less than 1.30:1.00,
provided however that as of the date twenty four (24) months
from the date of this Modification, the ratio shall be
1.35:1.00. In calculating this ratio, Bank (i) in determining
Cash Flow shall use the current quarter Cash Flow and the
previous three (3) quarters Cash Flow; and (ii) in determining
the Current Maturities on Long Term Debt (not including the
Line of Credit) and the current portion of capital lease
obligations, shall use the Current Maturities on Long Term
Debt (not including the Line of Credit) and the current
portion of capital lease obligations as of the date of
calculating this ratio."
2.8 Modification to Section 6.16(e) of the Loan Agreement. Section 6.16(e) of
the Loan Agreement is hereby amended by deleting it in its entirety and
replacing it with the following:
"e. Commencing at the start of Borrower's fiscal year
2001, and for each fiscal year thereafter, Borrower shall not,
and shall not permit any of its Subsidiaries directly or
indirectly to, without Bank's prior written consent, acquire
or expend for or commit itself to acquire or expend for fixed
assets by lease, purchase or otherwise or incur new debt in an
aggregate amount that exceeds One Million and 00/100 Dollars
($1,000,000.00) in any fiscal year; and"
2.9 Modification to Section 6.16 of the Loan Agreement. Section 6.16 is amended
by adding the following new subsections:
"f. Borrower shall maintain, on a consolidated basis,
and as of the end of each fiscal quarter of Borrower, a ratio
of (a) current assets to (b) the sum of (i) current
liabilities; plus the unpaid principal balance of the Line of
Credit of not less than 1.0:1.0.
g. Borrower shall not loan, advance, make capital
contributions to or otherwise transfer cash or assets in any
manner to any Subsidiary, or permit any Subsidiary to do so
with respect to any other Subsidiary, except for (i) transfers
of working capital by Borrower to any Subsidiary when and as
necessary to meet the working capital needs of such Subsidiary
in the ordinary and normal course of its business and so long
as such transfer would not impair Borrower's operations or its
ability to perform the Obligations; or (ii) transfers of raw
material and work-in-process Inventory to for purposes of
completion of production of such Inventory"
3. Modifications to the LIBOR Addendum. The LIBOR Addendum is hereby modified as
set forth below.
3.1 Modification to Section 2 of the LIBOR Addendum. Section 2 of the LIBOR
Addendum is hereby amended by deleting it in its entirety and replacing it with
the following:
"2. Interest Rate Options. Borrower shall have
the following options regarding the interest rate to be
paid by Borrower on Advances under the Note:
If Borrower's ratio of Senior Base Rate Option LIBOR Option
Funded Debt to EBITDA as set Advances shall bear Advances shall bear
forth in Section 6.16(c) of interest at a floating interest at a fixed
this Loan Agreement is: rate per annum equal to: rate per annum equal
to:
------------------------------- ------------------------- ----------------------
less than 2.0:1.0 Base Rate LIBOR plus 2.00%
------------------------------- ------------------------- ----------------------
more than 2.0:1.0 and less Base Rate plus .25% LIBOR plus 2.25%
than 3.0:1.0
------------------------------- ------------------------- ----------------------
more than 3.0:1.0 Base Rate plus .50% LIBOR plus 2.50%
------------------------------- ------------------------- ----------------------
As used herein, "Base Rate Option" means any Advance when and
to the extent that the interest rate therefor is determined by
a reference to the Base Rate, and "LIBOR Option" means any
Advance when and to the extent that the interest rate therefor
is determined by a reference to LIBOR.
4. Conditions Precedent. Bank's consent to this Modification subject to
satisfaction of all of the conditions set forth below.
4.1 Financial Condition. Borrower shall have delivered to Bank (i) a fair
saleable value balance sheet and income statement reasonably acceptable to Bank
in form and substance satisfactory to Bank dated the date hereof, and setting
forth valuations of Borrower and its Subsidiaries on a consolidated basis; and
(ii) the unaudited consolidated balance sheet of Borrower and its Subsidiaries
as of the date hereof giving effect to the Acquisition together with a
certificate of Borrower, executed by the chief financial officer of Borrower in
such Person's capacity as an officer of Borrower, in form and substance
satisfactory to Bank certifying that, after giving effect to the Acquisition,
the fair saleable value of the assets of Borrower, on a going concern basis,
will exceed the probable liability on its debts, that Borrower will be able to
pay its debts as they mature and that Borrower will not have unreasonably small
capital to conduct its business, together with attachments demonstrating the
basis of such conclusions.
4.2 Seller Financial Statements. Borrower shall deliver to Bank, the balance
sheet of Seller as of the end of Seller's two (2) previous fiscal years,
together with the related statements of income and retained earnings for such
fiscal years, and the statements of changes in financial position, all in
reasonable detail and standing in comparative form and all prepared in
accordance with GAAP consistently applied and as to the statements accompanied
by an opinion thereon acceptable to Bank by independent accountants.
4.3 Fee. Borrower shall have paid the commitment fee in the amount of Thirty
Thousand and 00/100 Dollars ($30,000.00).
4.4 Acquisition. The Acquisition shall have been consummated in accordance with
the terms of the Acquisition Documents.
4.5 Acquisition Documents. Bank (a) shall have received true and complete
executed or conformed copies of the Acquisition Documents and any amendments
thereto; (b) the Acquisition Documents shall be in full force and effect and no
material term or condition thereof shall have been amended, modified or waived
after the execution thereof (other than solely to extend the date by which the
Acquisition is required to occur); (c) neither Seller or Blue Sky shall have
failed to perform any material obligation or covenant required by the
Acquisition Documents to be performed or complied with by it on or before the
date hereof; and (d) Bank shall have received a certificate of Blue Sky,
executed by Blue Sky's chief executive or chief financial officer in such
Person's capacity as an officer of Blue Sky, to the effect set forth in clauses
(a), (b) and (c) above.
4.6 Security Interests, UCC Filings and Stock Certificates. Bank shall have
received satisfactory evidence that Bank has a valid and perfected first
priority security interest as of the date hereof in the Collateral, subject only
to liens permitted under the Loan Agreement. Borrower shall have delivered to or
caused to be delivered to Bank executed documents (including financing
statements under the UCC and other applicable documents under the laws of any
jurisdiction with respect to the perfection of liens) as Bank may deem necessary
to perfect its security interests in the Collateral. Borrower, pursuant to the
stock pledge agreements, shall have delivered or caused to be delivered to Bank
certificates (which certificates shall be properly endorsed in blank for
transfer or accompanied by irrevocable undated stock powers duly endorsed in
blank) representing all of the capital stock of Borrower and each Subsidiary of
Borrower whose capital stock is subject to the stock pledge agreements.
4.7 Termination of Liens. Bank shall have received, duly executed, such UCC-3
termination statements, mortgage releases and other instruments, in form and
substance satisfactory to Bank, as shall be necessary to terminate and satisfy
all liens except permitted encumbrances on the Collateral.
4.8 Borrower Documents. Borrower shall deliver or cause to be delivered to Bank
the documents listed below, each, unless otherwise noted, dated the date hereof,
duly executed, in form and substance satisfactory to Bank:
4.8.1 this Modification;
4.8.2 the Security Agreement (All Assets) of Hard e Beverage;
4.8.3 the UCC-1 Financing Statement of Hard e Beverage;
4.8.4 the Security Agreement (All Assets) of Blue Sky;
4.8.5 the UCC-1 Financing Statement of Blue Sky;
4.8.6 the Guaranty of Blue Sky;
4.8.7 the Stock Pledge Agreement of Xxxxxx Natural;
4.8.8 the Stock Pledge Agreement of Borrower;
4.8.9 the Trademark Security Agreement of Borrower;
4.8.10 the Patent Security Agreement of Borrower;
4.8.11 the Trademark Security Agreement of Blue Sky;
4.8.12 the Patent Security Agreement of Blue Sky;
4.8.13 to the extent requested by Bank on or prior to the date hereof,
agreements with the landlords of all premises leased by Borrower or any of its
Subsidiaries containing such consents and waivers as required by Bank and
non-disturbance agreements with the holders of any mortgages or deeds of trust
on the real estate which is leased by Borrower or any of its Subsidiaries on
terms and conditions reasonably satisfactory to Bank;
4.8.14 to the extent requested by Bank, bailee letters from each warehouseman or
bailee, if any, having possession of any Inventory with an aggregate value in
excess of Fifty Thousand and 00/100 Dollars ($50,000.00);
4.8.15 a certificate of the secretary of Borrower with respect to (a)
resolutions of the Board of Directors of Borrower approving and authorizing the
execution, delivery and performance of this Modification and the documents
executed pursuant thereto to which Borrower is to be a party; and (b) the
signature and incumbency of the officers of Borrower executing such documents;
4.8.16 a certificate of the secretary of Blue Sky with respect to (a)
resolutions of the Board of Directors of Blue Sky approving and authorizing the
execution, delivery and performance of the documents executed pursuant hereto to
which Blue Sky is to be a party; and (b) the signature and incumbency of the
officers of Blue Sky executing such documents;
4.8.17 a certificate of the secretary of Hard e Beverage with respect to (a)
resolutions of the Board of Directors of Hard e Beverage approving and
authorizing the execution, delivery and performance of the documents executed
pursuant hereto to which Hard e Beverage is to be a party; and (b) the signature
and incumbency of the officers of Hard e Beverage executing such documents;
4.8.18 a certificate of the secretary of Xxxxxx Natural with respect to (a)
resolutions of the Board of Directors of Xxxxxx Natural approving and
authorizing the execution, delivery and performance of the documents executed
pursuant hereto to which Xxxxxx Natural is to be a party; and (b) the signature
and incumbency of the officers of Xxxxxx Natural executing such documents;
4.8.19 payment by Borrower of Bank's attorneys' fees and costs incurred in the
preparation of this Modification and the documents executed pursuant thereto;
and
4.8.20 such other and further documents, and completion of such other and
further matters, as Bank may reasonably deem necessary or appropriate.
5. No Modification of Other Obligations; No Effect on Collateral. Except as is
otherwise specifically set forth herein or in any document executed in
connection herewith, the Loan Agreement and the Loan Documents are and shall
remain unmodified and in full force and effect. Borrower ratifies and reaffirms
the Obligations, without setoff, defense, or counterclaim, and agrees fully and
faithfully to pay, perform and discharge, as and when payment, performance and
discharge are due, all of the Obligations under the Loan Agreement, as amended
hereby. Nothing herein shall be deemed to affect in anyway the Collateral that
secures the obligations under the Loan Agreement (as modified by this
Modification) or under any other agreement now or in the future.
6. Conflicts. If any conflict exists between the provisions of the Loan
Documents and the provisions of this Modification, the provisions of this
Modification shall control.
7. Ratification of the Guaranties and Security Therefor. By executing this
Modification below where indicated, Guarantors acknowledge and agree that they
have read and are familiar with, and consent to, all of the terms and conditions
of this Modification. In light of the foregoing, by executing this Modification,
Guarantors further confirm and agree that all of the terms and provisions of the
Guaranties are ratified and reaffirmed, and that the Guaranties shall and do
continue in full force and effect. Although Bank has informed Guarantors of the
terms of this Modification, Guarantors understand and agree that Bank has no
duty whatsoever to do so, nor to seek this or any future acknowledgment,
consent, or reaffirmation, and that nothing contained herein is intended to, or
shall create, such a duty on the part of Bank as to any transactions hereafter.
8. Further Assurances. Borrower agrees to make and execute such other documents
and/or take such other action and/or provide such further assurances as may be
requested by Bank in connection with the Obligations or as may be necessary or
required to effectuate the terms and conditions of this Modification and any
documents executed in connection herewith.
9. Future Modifications. Neither this Modification nor any document executed
herein entitles, or implies any consent or agreement to, any further or future
modification of, amendment to, waiver of, or consent with respect to any
provision of the Modification or the Loan Documents. Any modifications hereto or
to the Loan Documents shall be in writing and signed by the parties.
10. Integration. This Modification and any documents executed in connection
herewith are integrated agreements, and supersede all negotiations and
agreements regarding the subject matter hereof and thereof, and taken together
with the Loan Documents and any documents executed in connection herewith,
constitute the final agreement of the parties with respect to the subject matter
hereof and thereof.
11. Severability. In the event any one or more of the provisions contained in
this Modification is held to be invalid, illegal or unenforceable in any
respect, then such provision shall be ineffective only to the extent of such
prohibition or invalidity, and the validity, legality, and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.
12. Interpretation. This Modification and all agreements relating to the subject
matter hereof are the product of negotiation and preparation by and among each
party and its respective attorneys, and shall be construed accordingly. The
parties waive the provisions of California Civil Code ss.1654.
13. Counterparts. This Modification may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if all signatures
were upon the same instrument. Delivery of an executed counterpart of the
signature page to this Modification by telefacsimile shall be effective as
delivery of a manually executed counterpart of this Modification, and any party
delivering such an executed counterpart of the signature page to this
Modification by telefacsimile to any other party shall thereafter also promptly
deliver a manually executed counterpart of this Modification to such other
party, provided that the failure to deliver such manually executed counterpart
shall not affect the validity, enforceability, or binding effect of this
Modification.
[signature page follows]
IN WITNESS WHEREOF, the parties have caused this Modification to be
executed as of the day and year first written above.
XXXXXX BEVERAGE COMPANY
By: /s/ Xxxxxx X. Xxxxx
Title: Chairman and CEO
COMERICA BANK-CALIFORNIA
/s/ Xxxxx X. Xxxxxxx
By: Xxxxx X. Xxxxxxx
Its: Vice President
CONSENT OF GUARANTORS:
XXXXXX NATURAL CORPORATION
By: /s/ Xxxxxx X. Xxxxx
Title: Chairman and CEO
HARD E BEVERAGE COMPANY
formerly known as CVI VENTURES, INC.
By: /s/ Xxxxxx X. Xxxxx
Title: Chairman and CEO
