LOAN RESTRUCTURING AGREEMENT
THIS AGREEMENT is made and entered into as of December 31, 1996 by and
among SUNSHINE KEY ASSOCIATES LIMITED PARTNERSHIP, a Florida limited partnership
(the "Borrower"), OHIO KEY I, INC., a Florida corporation, and OHIO KEY II,
INC., a Florida corporation (collectively, the "Obligor") and WAMCO XXII, LTD.,
a Texas limited partnership (the "Lender").
R E C I T A L S:
A. Borrower is indebted to Lender as evidenced by that certain Term Note,
dated February 25, 1988, in the original principal amount of $6,000,000, payable
to NCNB National Bank of Florida, corporate predecessor to NationsBank, N.A.
(South) (the "Original Lender") and is further indebted to Lender as evidenced
by that certain Term Note, dated December 20, 1988, in the original principal
amount of $1,100,000, payable to the Original Lender.
B. The notes described above were consolidated and renewed by that certain
Consolidated Note, dated December 20, 1988, in the original principal amount of
$7,100,000, payable to the Original Lender, which Note was further renewed by
that certain Amended and Restated Note, dated as of November 1, 1991, in the
original principal amount of $6,992,110.40 (the "Amended Note").
C. Borrower is further indebted to Lender as evidenced by that certain
Renewal Promissory Note, dated November 1, 1991, in the original principal
amount of $118,654.57, payable to the Original Lender (the "Additional Note")
(the Amended Note and the Additional Note are collectively referred to herein as
the "Existing Notes").
D. The Existing Notes are secured by, among other things, that certain
Mortgage and Security Agreement, dated February 25, 1988, from the Borrower to
the Original Lender recorded on March 1, 1988, in Official Records Book 1043, at
Page 0500 of the Public Records of Monroe County, Florida (the "Original
Mortgage"), as amended and modified by: (i) that certain Amendment No. 1 to
Mortgage and Security Agreement, dated December 20, 1988, between the Borrower
and the Original Lender, recorded on December 27, 1988 in Official Records Book
1076, at Page 1943 of the Public Records of Monroe County, Florida, (ii) that
certain Modification of Mortgage and Notice of Receipt of Future Advance, dated
November 1, 1991, between the Borrower and the Original Lender recorded on
January 13, 1992 in Official Records Book 1196, at Page 2044 of the Public
Records of Monroe County, Florida, (iii) that certain Modification of Mortgage
and Notice of Receipt of Future Advance, dated December 1, 1992, between the
Borrower and the Original Lender recorded on February 8, 1993 in Official
Records Book 1244, at Page 0915 of the Public Records of Monroe County, Florida,
and (iv) that certain Modification of Mortgage, dated February 1, 1993, between
the Borrower and the Original Lender recorded on May 12, 1993 in Official
Records Book 1256, at Page 1834
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of the Public Records of Monroe County, Florida (the Original Mortgage, as
modified by the foregoing agreements is hereinafter referred to as the
"Mortgage").
E. The Existing Notes are further secured by that certain Security
Agreement, dated February 25, 1988 (the "Security Agreement"), executed by
Borrower covering certain personal property more particularly described therein.
F. The Existing Notes are further secured by that certain WCC-1 Financing
Statement filed with the Florida Secretary of State on March 1, 1988, File No.
1880033009, as amended by WCC-3 Statement of Change filed with the Florida
Secretary of State on January 1, 1993, File No. 930000010500 (collectively, the
"UCC").
G. The Existing Notes are governed by that certain Loan Agreement, dated
November 25, 1988, between Borrower and Lender, as amended (as amended, the
"Loan Agreement").
H. The Existing Notes, the Mortgage, the Security Agreement, the UCC, the
Loan Agreement and all other written documents executed in connection therewith,
together with any written renewals, modifications, and/or extensions thereof are
collectively referred to as the "Existing Documents".
I. As a result of Borrower's failure to pay principal and interest on the
Notes when due, the Original Lender instituted legal proceedings to foreclose
the Mortgage and to collect the Notes in the Circuit Court of the Sixteenth
Judicial Circuit in and for Monroe County, Florida (the "State Court") pursuant
to Case No. 95-20205 CA 09 (the "Lawsuit").
J. Borrower subsequently filed for bankruptcy protection in the United
States Bankruptcy Court for the Southern District of Florida pursuant to Case
No. 96-10174-BKC-RAM, styled In Re Sunshine Key Associates Limited Partnership.
K. The Bankruptcy Court granted the Original Lender complete relief from
the automatic stay and the State Court granted a Final Summary Judgment of
Foreclosure in favor of the Lender, as successor by assignment to the Original
Lender, in the amount of $8,587,479.34 as of May 2, 1996, plus interest at the
rate set forth in the Final Judgment, and court costs and attorneys fees (the
"Final Judgment").
L. By operation of law, the Existing Documents have merged into the Final
Judgment.
M. As an accommodation to Borrower, Lender entered into a Stipulation for
Settlement in the bankruptcy action, dated August 6, 1996, between Borrower and
Lender (the "Stipulation") pursuant to which Lender agreed to temporarily
forbear from prosecuting the Lawsuit and to reduce the amount of its secured
claim to $5,700,000,
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subject to the Borrower's performance of its obligations under the Stipulation.
N. Under the terms of the Stipulation, Borrower and Lender have agreed to
restructure the indebtedness evidenced by the Final Judgment upon Lender's
receipt of the cash payments required by the Stipulation and Borrower's further
compliance with the other terms and conditions of the Stipulation.
O. The Borrower has filed its Modified Third Amended Plan of Reorganization
with the Bankruptcy Court incorporating the restructuring of the indebtedness
contemplated by the Stipulation and the Plan was confirmed by court order dated
October 29, 1996 (the "Confirmation Order").
P. The parties desire to execute this Loan Restructuring Agreement (the
"Agreement") to redocument the indebtedness evidenced by the Final Judgment to
reflect the terms of the Stipulation, the Plan and the Confirmation Order.
A G R E E M E N T
FOR AND IN CONSIDERATION of the mutual covenants herein, ten dollars
($10.00), and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Borrower, Obligor and Lender agree as follows:
1. Recitals. The foregoing recitals are confirmed by the parties as true
and correct and are incorporated herein by reference. The recitals are a
substantive, contractual part of this Agreement.
2. Reduction of Indebtedness. Borrower, Obligor and Lender agree that upon
the parties execution of this Agreement and the fulfillment by Borrower and
Obligor of the conditions precedent to the effectiveness of this Agreement set
forth in Section 8 hereof, the indebtedness evidenced by the Final Judgment
shall be reduced to $4,700,000 (the "Restructured Loan").
3. Redocumentation of Indebtedness. Restructured Loan shall henceforth be
evidenced by the Restated Promissory Note, dated as of December 31, 1996, in the
principal amount of $4,700,000 in the form attached hereto as Exhibit "A" (the
"Restated Note") and shall henceforth be governed and secured by this Agreement
and the other documents listed in Section 8 below (the Restated Note, this
Agreement and the other documents listed in Section 8 below are collectively
referred to herein as the "Loan Documents"). The Loan Documents shall replace
and supersede the Existing Documents, which have merged into the Final Judgment
by operation of law. The Loan Documents are not given in payment or satisfaction
of the Existing Documents or the Final Judgment, but rather are the substitution
of one evidence of debt for another without any intent to extinguish the old.
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4. Obligor's Assumption of Loan Documents. By execution of this Agreement,
Obligor hereby agrees to assume all of Borrower's obligations under the Existing
Documents, as restructured pursuant to the Loan Documents, including, without
limitation, the obligation to pay principal and interest on the Restated Note.
5. Restructured Loan Repayment Terms. The Restructured Loan, as evidenced
by the Restated Note, shall be repayable as follows:
(a) During the period commencing on the effective date of Borrower's
Third Amended Plan of Reorganization (the "Effective Date") and ending on
August 30, 1997, the Restated Note will not bear interest, except in the
case of a default, in which case interest will accrue at the default rate
specified in the Restated Note. In lieu of interest, the Obligor will make
monthly payments of $5,000 each commencing on last day of the month of the
Effective Date through and including August 30, 1997, to compensate Lender
for its agreement to waive interest on the Restated Note during this
period. Such payments will not reduce the principal balance of the Restated
Note.
(b) Commencing on August 30, 1997, the Restated Note will bear
interest at 9% per annum. On September 30, 1997 and on the same day of each
month thereafter, through and including September 30, 1999, the Obligor
will make equal payments of principal and interest on the Restated Note in
the amount of $39,442.43 each. The Restated Note will mature on October 30,
1999 (the "Maturity Date"), at which time the outstanding principal balance
and all accrued interest will be due and payable in full.
(c) If the Restated Note is repaid in full before November 30, 1997,
the Obligor will receive an early payment discount equal to 8% of the
outstanding principal balance of the Restated Note on the date of
repayment. In order to receive the discount, the Obligor must repay all
outstanding accrued interest under the Restated Note and any other sums
owed to Lender on the date of early payment.
(d) If the Restated Note is repaid in full after November 30, 1997,
and before November 30, 1998, the Obligor will receive an early payment
discount equal to 5% of the outstanding principal balance of the Restated
Note on the date of repayment. In order to receive the discount, the
Obligor must repay all outstanding accrued interest and any other sums owed
to Lender on the date of early payment.
(e) No early payment discount will be available after November 30,
1998.
6. Option to Extend Maturity Date. The Obligor shall have a one-time
option, exercisable on or after July 30 1999, to extend the maturity of the
Restated Note until October 30, 2002 (the "Extended Maturity Date"), upon
compliance with the following conditions:
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(a) On or before the Maturity Date, the Obligor shall pay Lender an
extension fee equal to 1% of the outstanding principal balance of the
Restated Note and reduce the principal balance of the Restated Note by
$500,000. The $500,000 reduction is in addition to all regularly scheduled
principal payments due on the Restated Note through the Maturity Date.
(b) The Obligor shall provide Lender with written notice of its
election to exercise the extension option no later than sixty (60) days
prior to the Maturity Date.
(c) The Obligor shall not be in default under the terms of the
Restated Note or any of the other Loan Documents.
7. Terms Applicable Extended Loan. If the Obligor elects to exercise the
extension option and meets all conditions set forth in Section 5 hereof, the
following terms shall apply during the extended term of the Restated Note:
(a) The Obligor shall execute a renewal of the Restated Note (the
"Extended Note") which will bear interest commencing on the Maturity Date
at a per annum rate equal to the greater of 9.75% or 1% over the Wall
Street Journal Prime Rate of interest in effect on the date of exercise of
the option, whichever is higher (the "Applicable Rate").
(b) On November 30, 1999, through and including September 30, 2002,
the Debtor will make equal amortizing monthly payments of principal and
interest on the Extended Note determined by reference to standard
amortization tables using an interest rate equal to the Applicable Rate,
the outstanding principal balance of the Restated Note on the Maturity Date
and an amortization period of 20 years. The Renewal Note will mature on the
September 30, 2002, at which time the outstanding principal balance plus
accrued interest will be due and payable in full.
8. Conditions Precedent to Restructured Loan. The Lender's agreement to
restructure the indebtedness evidenced by the Final Judgment as set forth in
this Agreement is subject to the following conditions precedent, each of which
must be fulfilled on or before the Effective Date:
(a) The Lender shall have received the $1,000,000 in cash payments
required to be paid by the Borrower to the Lender during the Forbearance
Period (as defined in the Stipulation) under the terms of the Stipulation.
(b) The Borrower and the Obligor must have settled the litigation with
Monroe County relating to the Borrower's violation of municipal ordinances
governing the size of recreational vehicles renting spaces on the mortgaged
property and all notices of violations and other liens filed by the County
against the mortgaged property must be fully discharged and released, or
the Borrower must be proceeding to resolve the dispute to the satisfaction
of Lender.
(c) The Obligor shall deliver to Lender a commitment to endorse the
existing title insurance policy insuring the Mortgage whereby the title
insurance company will agree to insure the first lien priority of the
Restated Mortgage and Assumption Agreement attached hereto as Exhibit "B"
(the "Restated Mortgage"). The
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commitment to endorse shall not contain or add any additional exceptions to
the title policy insuring the existing Mortgage and must update the
effective date of the policy through the date of recording the Restated
Mortgage. The Borrower and the Obligor shall affirmatively state and show
that they are in compliance with the county rules and ordinances and that
they have paid or are relieved of such fines or liens.
(d) All real property taxes on the mortgaged property must be paid in
full.
(e) The Obligor shall provide evidence of extended hazard, including
windstorm, insurance and flood insurance on the mortgaged property in an
amount at least equal to the replacement cost of the mortgaged property.
(f) The Obligor shall submit a quarterly budget for the immediately
succeeding fiscal quarter setting forth in detail capital expenditures to
be made to upgrade all facilities and infrastructure on the mortgaged
property. The budget must be mutually acceptable to Lender and the Obligor.
(g) The Borrower, the Obligor and C. Xxxx Xxxxx, as applicable, shall
have delivered the following documentation to the Lender, which shall be in
form and substance satisfactory to the Lender:
(i) the Restated Note in the form attached hereto as Exhibit "A"
executed by the Obligor.
(ii) the Restated Mortgage in the form attached hereto as Exhibit
"B" executed by the Borrower and the Obligor.
(iii) a Security Agreement in the form attached hereto as Exhibit
"C" executed by the Obligor.
(iv) WCC-1 Financing Statements to be filed with the Clerk of the
Circuit Court of Monroe County and the Secretary of State of Florida
in the form attached hereto as Exhibits "D-1" and "D-2" executed by
the Obligor.
(v) a General Release in the form attached hereto as Exhibit "E"
executed by the Borrower, the Obligor and C. Xxxx Xxxxx.
(vi) a Subordination Agreement in the form attached hereto as
Exhibit "F" executed by the United States Small Business
Administration.
(vii) a copy of the Agreement of Limited Partnership of the
Borrower, as amended to date, certified by the Secretary of State of
Florida.
(viii) a copy of the Articles of Incorporation of infinity
Investment Group, Inc., as amended to date, certified by the Secretary
of State of Florida.
(ix) a copy of the By-laws of Infinity Investment Group, Inc.,
certified to be a true and correct copy thereof by the Secretary of
said corporation.
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(x) evidence of Infinity Investment Group, Inc.'s status as the
sole general partner of the Borrower, together with corporate
resolutions of Infinity Investment Group, Inc. authorizing the
execution and delivery of this Agreement, the Restated Mortgage, the
Release and the other documents contemplated hereby.
(xi) a copy of the respective Articles of Incorporation of Ohio
Key I, Inc. and Ohio Key II, Inc., as amended to date, certified by
the Secretary of State of Florida.
(xii) a copy of the respective By-laws of Ohio Key I, Inc. and
Ohio Key II, Inc., certified to be true and correct copies thereof by
the respective Secretaries of said corporations.
(xiii) corporate resolutions of Ohio Key I, Inc. and Ohio Key II,
Inc. authorizing the execution and delivery of this Agreement, the
Restated Note, the Restated Mortgage, the Release and the other
documents contemplated hereby.
9. Representations and Warranties of the Borrower and the Obligor. As a
material inducement to the Lender to enter into this Agreement, the Borrower and
the Obligor represent and warrant to the Lender as follows:
(a) The execution and delivery of this Agreement and the consummation
of the transactions described in this Agreement and the other Loan
Documents have been duly authorized by all necessary action and this
Agreement and the other Loan Documents constitute the legal, valid and
binding obligations of the Borrower and the Obligor, respectively,
enforceable against the Borrower and the Obligor in accordance with their
respective terms;
(b) The execution and delivery of the Loan Documents does not
constitute a breach of any agreement to which the Borrower or the Obligor
are or may be bound, and does not violate any law, order or regulation to
which the Borrower or the Obligor is subject;
(c) The Borrower has not transferred to another party any right or
claim that it may have against the Lender;
(d) The information and documents furnished to the Lender in
connection with this Agreement are true and complete in all material
respects;
(e) The Obligor is financially solvent in that the value of its total
assets exceeds its total liabilities, as determined in accordance with
generally accepted accounting principles;
(f) Neither the Borrower nor the Obligor will be rendered insolvent by
the transactions described in this Agreement; and
(g) The Borrower and the Obligor are entering into this Agreement
voluntarily and without threat of duress, undue influence or fraud by the
Lender or any other party, and have been represented by legal counsel with
respect to this Agreement.
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10. Affirmative Covenants of the Borrower and the Obligor. The Borrower and
the Obligor hereby covenant and agree that from the date hereof and until
payment in full of the principal and interest on the Restated Note, and if
applicable, the Extended Note, they shall comply with the following covenants
and agreements:
(a) To use their best efforts to promptly remedy all existing
violations of environmental laws and regulations relating to the mortgaged
property, including, without limitation, the placement of monitoring xxxxx
on the mortgaged property, the removal and/or replacement of gas tanks on
the mortgaged property and the repair of the sewage treatment facility on
the mortgaged property. The Debtor and the Obligor will operate the
mortgaged property in compliance with all applicable environmental laws,
rules and regulations affecting any of their ongoing operations.
(b) The Obligor shall submit quarterly budgets of the type described
in Section 8(f) above on an ongoing basis throughout the term of the
Restated Note and, if applicable, the Extended Note. Such budgets shall be
mutually acceptable to Lender and the Obligor.
(c) The Obligor shall provide internally prepared financial statements
to Lender on a quarterly basis showing the revenues and expenditures for
the mortgaged property during such quarter. The financial statements shall
include an income statement, a balance sheet, a capital expenditures report
and a cash report, all in form and substance acceptable to Lender. The
financial statements must be prepared in accordance with generally accepted
accounting principles consistently applied and will be due 30 days after
the end of the quarter covered by the financial statements.
(d) The financial statements shall report on all expenditures required
under the budget and indicate if there is a greater than $5,000 shortfall
in required capital expenditures. In the event there is a greater than
$5,000 shortfall on any line item in the budget, the Obligor shall fund the
deficiency and provide evidence thereof.
(e) The Obligor may not pay any dividends or other distributions of
any kind until all capital improvements required to be made under the
budget are fully completed and the indebtedness due to Lender is paid in
full.
(f) Any management fee paid for operation of the mortgaged property
shall not exceed $10,500.00 per month.
11. Relief from Automatic Stay. The Borrower and the Obligor hereby
acknowledge and agree that Lender has obtained complete relief from the
automatic stay to complete the Lawsuit. The Borrower and the Obligor further
acknowledge and agree that Lender is giving up valuable rights by agreeing to
restructure the Existing Notes pursuant to this Agreement and the other Loan
Documents and that the Lender has only done so with the express understanding
that it will be entitled to complete relief from the automatic stay in the event
of a subsequent bankruptcy filing by the Borrower and the Obligor. Accordingly,
the Borrower and the Obligor hereby agree as follows:
(a) In the event either Borrower or Obligor shall (i) file bankruptcy
with any bankruptcy court of competent jurisdiction or be the subject of
any petition under Title 11 of the U.S. Code, as amended, (ii) be the
subject of any order for relief issued
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under such Title 11 of the U.S. Code, as amended, (iii) file or be the
subject of any petition seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under
any present or future federal or state act or law relating to bankruptcy,
insolvency, or other relief for debtors, (iv) have sought or consented to
or acquiesced in the appointment of any trustee, receiver, conservator, or
liquidator, (v) be the subject of any order, judgment or decree entered by
any court of competent jurisdiction approving a petition filed against the
Borrower for any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any present or future
Federal or State act or law relating to bankruptcy, insolvency or relief
for debtors, Lender shall thereupon be entitled to the immediate entry of
an order from the appropriate bankruptcy court granting to the Lender
complete relief from the automatic stay imposed by Section 362 of Title 11
of the U.S. Code, as amended, or otherwise, on or against the exercise of
the rights and remedies otherwise available to Lender as provided in the
Loan Documents, including, without limitation, the foreclosure of the liens
and security interests granted therein and disposition of the collateral
described therein, and as otherwise provided by law.
(b) The Borrower and the Obligor each specifically agree: (i) that
upon filing a motion for relief from the automatic stay, the Lender shall
be entitled to relief from the stay without the necessity of any
evidentiary hearing and without the necessity or requirement of the Lender
to establish or prove the value of the collateral, the lack of adequate
protection of its interest in the collateral, or the lack of equity in the
collateral; (ii) that the lifting of the automatic stay hereunder by the
appropriate bankruptcy court shall be deemed to be "for cause" pursuant to
ss. 362(d)(1) of Title 11 of the U.S. Code, as amended; and (iii) that
neither the Borrower nor the Obligor will directly or indirectly oppose or
otherwise defend against the Lender's efforts to gain relief from the
automatic stay. This provision is not intended to preclude the Borrower or
the Obligor from filing for relief or protection under any chapter of the
Bankruptcy Code.
(c) Costs and Expenses. The Borrower and the Obligor shall reimburse
Lender for all expenses and fees paid or incurred in connection with the
documentation, negotiation and closing of the transactions contemplated by
this Agreement, including, without limitation, UCC and lien search costs,
documentary stamp taxes, intangible taxes and similar state and local taxes
and fees, filing and recording fees and the fees and expenses of Lender's
counsel, whether such fees and expenses are incurred prior to or after the
date of execution hereof.
12. Miscellaneous.
(a) This Agreement may be executed in a number of identical counterparts
which, taken together, shall constitute collectively one (1) agreement; but in
making proof of this Agreement, it shall not be necessary to produce or account
for more than one such counterpart executed by the party to be charged.
(b) Any future waiver, alteration, amendment or modification of any of the
provisions of the Loan Documents shall not be valid or enforceable unless in
writing and signed by all parties, it being expressly agreed that the Loan
Documents cannot be modified orally, by course of dealing or by implied
agreement. Moreover, any delay by Lender in enforcing its rights after an event
of default shall not be a release or waiver of the event of default and shall
not be relied upon by the Borrower or the Obligor as a
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release or waiver of the default.
(c) This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto, their heirs, executors, administrators, successors, legal
representatives, and assigns.
(d) The headings of paragraphs in this Agreement are for convenience of
reference only and shall not in any way affect the interpretation or
construction of this Agreement.
(e) THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA
AND FEDERAL LAW, AS APPLICABLE.
(f) The warranties and representations of the parties in this Agreement
shall survive the termination of this Agreement.
(g) The terms and conditions set forth in this Agreement are the product of
joint draftsmanship by all parties, each being represented by counsel, and any
ambiguities in this Agreement or any documentation prepared pursuant to or in
connection with this Agreement shall not be construed against any of the parties
because of draftsmanship.
(h) For purposes of this Agreement and the other Loan Documents, the
addresses for notice for the Borrower, the Obligor and Lender are as follows:
BORROWER AND OBLIGOR: LENDER:
Sunshine Key Associates Limited WAMCO XXII, LTD.
Partnership RIVA Financial Services
Xxxxx 0, Xxx 000 577 Southlake Blvd., Southport Office Park
Big Pine Key, Florida 33043 Xxxxxxxx, Xxxxxxxx 00000
Attention: C. Xxxx Xxxxx Attention: Xxxxxx X. Xxxxxx
Notice shall be in writing, and shall be deemed to have been given (i) 72 hours
after being sent by certified or registered mail, return receipt requested,
postage prepaid and addressed as set forth above; or (ii) when personally
delivered to a party or any other officer, partner, agent or employee of such
party at the address set forth above. Rejection or other refusal to accept or
inability to deliver because of a changed address of which no notice has been
received shall also constitute service of notice. Borrower, Obligor and Lender
may change such address by sending written notice to the other in accordance
with the foregoing; however, no written notice of change of address shall be
effective until the date of receipt thereof. The parties hereto agree that any
notice sent to Borrower or Obligor shall be deemed notice to all general
partners in the event that the Borrower or Obligor is a general partnership.
[Signatures appear on the following page]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above indicated.
SUNSHINE KEY ASSOCIATES LIMITED WAMCO XXII, LTD., a Texas limited
PARTNERSHIP, a Florida limited partnership
partnership
By: INFINITY INVESTMENT GROUP, By: WAMCO XXII of Texas, Inc., its
INC. general partner
By: /s/ C. Xxxx Xxxxx By: /s/ Xxxxxx X. Hetron
------------------------------ -----------------------------------
Print Name: C. Xxxx Xxxxx Print Name: Xxxxxx X. Hetron
Title: President Title: Vice President & Asst. Secretary
OHIO KEY I, INC. a Florida corporation
By: /s/ C. Xxxx Xxxxx
------------------------------
Print Name: C. Xxxx Xxxxx
Title: President
OHIO KEY II, INC., a Florida corporation
By: /s/ C. Xxxx Xxxxx
------------------------------
Print Name: C. Xxxx Xxxxx
Title: President
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