Exhibit 10.65
THIRD AMENDMENT TO TRANSACTION DOCUMENTS
THIS THIRD AMENDMENT TO TRANSACTION DOCUMENTS (herein called this
"AMENDMENT") made as of the 3rd day of March, 1995 by and among SOUTHWESTERN
PUBLIC SERVICE COMPANY (the "SUPPLIER"), CAP ROCK ELECTRIC COOPERATIVE, INC.
("CAP ROCK"), OTP, INC. (the "ISSUER"), NEW CORP RESOURCES, INC. ("NCR"),
METROPOLITAN LIFE INSURANCE COMPANY, METROPOLITAN INSURANCE AND ANNUITY
COMPANY AND METROPOLITAN PROPERTY AND CASUALTY COMPANY (collectively, the
"PURCHASER"), and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as the Indenture
Trustee (the "INDENTURE TRUSTEE"), in its individual capacity only to the
extent expressly stated herein and otherwise not in its individual capacity
but solely as the Indenture Trustee under the Trust Indenture.
W I T N E S 5 E T H:
WHEREAS, the Supplier, Cap Rock, the Issuer, the Purchaser and the
Indenture Trustee have entered into that certain Transaction Agreement dated
as of September 9, 1993 and the other Transaction Documents, as amended by
that certain First Amendment to Transaction Documents dated as of June 24,
1994 and that certain Second Amendment to Transaction Documents dated as of
November 9, 1994 (as so amended, collectively, the "ORIGINAL DOCUMENTS") to
finance the construction of the New Equipment and the Existing Equipment and
the sale of electric power and energy as therein expressed; and
WHEREAS, pursuant to that certain Assignment of Wholesale Power
Contract (the "Assignment") dated of even date herewith (a copy of which is
attached hereto as Appendix A), Cap Rock has assigned all of its legal and
equitable rights, benefits and obligations under and to the Power Sales
Agreement and the Transmission Agreement to NCR; and
WHEREAS, the Supplier, Cap Rock, NCR, the Issuer, the Purchaser and
the Indenture Trustee desire to amend the Original Documents to reflect the
assignment of the Power Sales Agreement and the Transmission Agreement and
that NCR is a party to the Original Documents, as amended hereby;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and in the Original Documents, and
for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto do hereby agree as follows:
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ARTICLE I.
DEFINITIONS AND REFERENCES
Section 1.1. TERMS USED IN THIS AMENDMENT. Unless the context otherwise
requires or unless otherwise expressly defined herein, the terms defined in the
Original Documents shall have the same meanings whenever used in this Amendment.
Unless the context otherwise requires, the following terms when used in this
Amendment shall have the meanings assigned to them in this Section 1.1.
"AMENDMENT" means this Third Amendment to Transaction
Documents.
"TRANSACTION DOCUMENTS" means, collectively, the Original
Documents as amended hereby and the Guaranty of Cap Rock dated of even
date herewith.
Section 1.2. AMENDMENTS TO DEFINED TERMS.
(a) The definition of "User" in Appendix A to the Transaction
Agreement, the Note Purchase Agreement, the Receivables Purchase Agreement, the
Trust Indenture and the Transmission Agreement is hereby amended in its entirety
to read as follows:
"User" shall mean, collectively and individually, Cap Rock Electric
Cooperative, Inc., a Texas corporation, and New Corp Resources Inc., a
Texas corporation."
(b) The definition of "User's Guaranty" in Appendix A to the
Transaction Agreement, the Note Purchase Agreement, the Receivables Purchase
Agreement, the Trust Indenture and the Transmission Agreement is hereby amended
in its entirety to read as follows:
"'USER'S GUARANTY' shall mean, collectively, that certain Guaranty
dated as of the 1993 Date of Closing executed by Cap Rock Electric
Cooperative, Inc. ("Cap Rock") in favor of the Note Purchaser and those
two certain Guaranties dated March 3, 1995, executed by Cap Rock in
favor of the Purchaser and the Supplier."
ARTICLE II.
AMENDMENTS TO TRANSACTION AGREEMENT: TRANSMISSION AGREEMENT:
AND POWER SALES AGREEMENT
Section 2.1. TRANSACTION AGREEMENT -- SECTION 2.1(e). The first
sentence of Section 2.1(e) of the Transaction Agreement is hereby amended in
its entirety to read as follows:
"Cap Rock Electric Cooperative, Inc. will absolutely and
unconditionally guaranty all obligations of (i) the Issuer under the
Notes, the Note Purchase Agreement and the Trust Indenture and (ii) New
Corp Resources, Inc. under the Agreement and the Trust Indenture and
(ii) New Corp Resources, Inc. under the
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Transaction Agreement, the Power Sales Agreement, the Receivables
Purchase Agreement and the Transmission Agreement."
Section 2.2. TRANSACTION AGREEMENT - SECTION 8.1. The address of the
User set forth in Section 8.1 is hereby amended in its entirety to read as
follows:
"If to Cap Rock Electric Cooperative, Inc.:
Cap Rock Electric Cooperative, Inc.
000 Xxxx Xxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attn: President
If to New Corp. Resources, Inc.:
New Corp. Resources, Inc.
000 Xxxx Xxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attn: President"
Section 2.3. TRANSACTION AGREEMENT - SECTION 8.2. The following
sentence is hereby added to Section 8.2 of the Transaction Agreement,
immediately following the first sentence thereof:
"All obligations of 'User' under the Transaction Documents shall be the
joint and several obligations and liabilities of Cap Rock Electric
Cooperative, Inc. and New Corp Resources, Inc."
Section 2.4. TRANSMISSION AGREEMENT - SECTION 3.17. Section 3.17 of
the Transmission Agreement is hereby amended in its entirety to read as
follows:
"Section 3.17. USAGE FEES. In the event that User's actual
receipt of transmitted power as measured and billed under the Power
Sales Agreement rate schedule is in excess of One Hundred Twenty
Thousand Kilowatts (120,000 kW) for a particular month, Supplier shall
xxxx the User for each Segment for each kW over such Nominal Capacity
at the same monthly rate per kW applied to such Segment. Such excess
billing shall be applied to a prepaid revenue account maintained by the
Supplier."
Section 2.5. TRANSMISSION AGREEMENT - EXHIBIT 3. Exhibit B to the
Transmission Agreement is hereby amended in its entirety to read as set forth
in Appendix B-1 attached hereto.
Section 2.6. POWER SALES AGREEMENT - EXHIBIT A. Exhibit A to the
Power Sales Agreement is hereby amended in its entirety to read as set forth
in Appendix B-2 attached hereto.
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ARTICLE III.
AMENDMENTS TO RECEIVABLES PURCHASE AGREEMENT
Section 3.1. CREATION OF RECEIVABLES. Paragraph 1 of the Receivables
Purchase Agreement is hereby amended in its entirety to read as follows:
"1. CREATION OF RECEIVABLES. Pursuant to the terms of the
Transmission Agreement, certain Receivables shall be due and owing from
time to time by New Corp Resources, Inc. (the "User") to the Supplier
on the terms set forth in the Transmission Agreement.
ARTICLE IV.
RECEIVABLES
Section 4.1. ASSUMPTION. Cap Rock hereby assigns to NCR, and NCR
hereby assumes, all payment and other obligations of Cap Rock which arise
pursuant to each Receivable described on Appendix B-3 attached hereto. NCR
hereby expressly agrees to make all payments under each Receivable. NCR
hereby acknowledges that each Receivable has heretofore been sold by Supplier
to Purchaser and that all payments due under each Receivable is to be made
directly to and pursuant to the instructions of Purchaser. Notwithstanding
the foregoing, Cap Rock hereby acknowledges that it is remains severally and
jointly liable for all obligations arising under the terms of the Transaction
Documents.
Section 4.2. ACKNOWLEDGMENT. Cap Rock, NCR, Supplier and Purchaser
hereby agree that the payment schedule attached to each Receivable described
in Appendix B-3 attached hereto is true and correct as of the date hereof and
that each Receivable has heretofore been sold by Supplier to Purchaser with
full recourse against Supplier pursuant to the Receivables Purchase Agreement.
ARTICLE V.
CONDITIONS OF EFFECTIVENESS
Section 5.1. EFFECTIVE DATE. This Amendment shall become effective
as of the date first above written when and only when (i) the Purchaser shall
have received, at the offices of Xxxxxxxx & Knight, a Professional
Corporation, 0000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx or at such other
time and place as the parties hereto shall agree, a counterpart of this
Amendment executed and delivered by each of the parties hereto and (ii) the
Purchaser shall have additionally received all of the following documents,
each document (unless otherwise indicated) being dated the date of receipt
thereof by the Purchaser, duly authorized, executed and delivered, and in
form and substance satisfactory to the Purchaser:
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(a) GUARANTY. The User Guaranty dated of even date herewith,
pursuant to which Cap Rock will guaranty all obligations of NCR under
the Transaction Documents.
(b) OPINIONS OF COUNSEL FOR THE TRANSACTION PARTIES. Written
opinions addressed to the Purchaser from (i) Hinkle, Cox, Xxxxx,
Xxxxxxxx & Xxxxxxx, special counsel for the Supplier, (ii) Xxxxxx &
Xxxxxxxxx, P.C., special counsel for the Issuer, Cap Rock and NCR,
(iii) Lloyd, Gosselink, Xxxxxx, Xxxxxxx & Xxxxxxxx, P.C., special Texas
regulatory counsel for the Issuer, Cap Rock and NCR, and (iv) XxXxxxx &
Lyon, P.C., counsel for the Issuer, Cap Rock and NCR, each dated as of
the date hereof and in the respective forms of Appendices C-1, C-2, C-3
and C-4 attached hereto;
(c) TRANSACTION PARTIES' CERTIFICATES. A certificate of a duly
authorized officer and the Secretary of each of the Transaction Parties
(i) to the effect that all of the representations and warranties of
such Transaction Party set forth in Article VI hereof are true and
correct at and as of the time of such effectiveness, and (ii)
certifying that attached thereto is a true and complete copy of
resolutions adopted by the Board of Directors of such Transaction Party
authorizing the execution, delivery and performance of this Amendment
and certifying the names and true signatures of the officers of such
Transaction Party authorized to sign this Amendment; and
(d) SUPPORTING DOCUMENTS. Such other supporting documents as
the Purchaser may reasonably request.
ARTICLE VI.
REPRESENTATIONS AND WARRANTIES
Section 6.1. REPRESENTATIONS AND WARRANTIES OF THE ISSUER. In order to
induce the parties hereto to enter into this Amendment, the Issuer represents
and warrants to each other party hereto that:
(a) The representations and warranties contained in Section
4.1 of the Transaction Agreement are true and correct at and as of the
time of the effectiveness hereof.
(b) The Issuer is duly authorized to execute and deliver this
Amendment and is and will continue to be duly authorized to perform its
obligations under the Transaction Documents to which it is a party. The
Issuer has duly taken all corporate action necessary to authorize the
execution and delivery of this Amendment and to authorize the
performance of the obligations of the Issuer hereunder.
(c) The execution and delivery by the Issuer of this
Amendment, the performance by the Issuer of its obligations hereunder
and the consummation of
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the transactions contemplated hereby do not and will not conflict
with any provision of law, statute, rule or regulation or of the
articles of incorporation and bylaws of the Issuer, or of any
material agreement, judgment, license, order or permit applicable to
or binding upon the Issuer, or result in the creation of any lien,
charge or encumbrance upon any assets or properties of the Issuer.
Except for those which have been duly obtained, no consent, approval,
authorization or order of any court or governmental authority or third
party is required in connection with the execution and delivery by the
Issuer of this Amendment or to consummate the transactions contemplated
hereby.
(d) When duly executed and delivered, each of this Amendment
and each Transaction Document amended hereby to which it is a party
will be a legal and binding instrument and agreement of the Issuer,
enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency and similar laws applying to creditors' rights
generally and by principles of equity applying to creditors' rights
generally.
(e) The audited annual Consolidated financial statements of
the Issuer dated as of March 31,1994 and the unaudited quarterly
Consolidated financial statements of the Issuer dated as of September
30, 1994 fairly present the Consolidated financial position at such
dates and the Consolidated statement of operations and the changes in
Consolidated financial position for the periods ending on such dates
for the Issuer. Copies of such financial statements have heretofore
been delivered to the Supplier and the Purchaser. Since March 31, 1994,
no material adverse change has occurred in the financial condition or
businesses or in the Consolidated financial condition or businesses of
the Issuer.
Section 6.2. REPRESENTATIONS AND WARRANTIES OF THE SUPPLIER. In
order to induce the parties hereto to enter into this Amendment, the Supplier
represents and warrants to each other party hereto that:
(a) The representations and warranties contained in Section
4.2 of the Transaction Agreement are true and correct at and as of the
time of the effectiveness hereof.
(b) The Supplier is duly authorized to execute and deliver
this Amendment and is and will continue to be duly authorized to
perform its obligations under the Transaction Documents to which it is
a party. The Supplier has duly taken all corporate action necessary to
authorize the execution and delivery of this Amendment and to authorize
the performance of the obligations of the Supplier hereunder.
(c) The execution and delivery by the Supplier of this
Amendment, the performance by the Supplier of its obligations hereunder
and the consummation of the transactions contemplated hereby do not and
will not conflict with any provision of law, statute, rule or
regulation or of the articles of incorporation and bylaws of the
Supplier, or of any material agreement, judgment, license, order or
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permit applicable to or binding upon the Supplier, or result in the
creation of any lien, charge or encumbrance upon any assets or
properties of the Supplier. Except for those which have been duly
obtained, no consent, approval, authorization or order of any court or
governmental authority or third party is required in connection with
the execution and delivery by the Supplier of this Amendment or ta
consummate the transactions contemplated hereby.
(d) When duly executed and delivered, each of this Amendment
and each Transaction Document amended hereby to which it is a party
will be a legal and binding instrument and agreement of the Supplier,
enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency and similar laws applying to creditors' rights
generally and by principles of equity applying to creditors' rights
generally.
(e) The audited annual Consolidated financial statements of
the Supplier dated as of August 31,1994 fairly present the Consolidated
financial position at such date and the Consolidated statement of
operations and the changes in Consolidated financial position for the
period ending on such date for the Supplier. Copies of such financial
statements have heretofore been delivered to the Purchaser. Since
August 31, 1994, no material adverse change has occurred in the
financial condition or businesses or in the Consolidated financial
condition or businesses of the Supplier.
Section 6.3. REPRESENTATIONS AND WARRANTIES OF CAP ROCK. In order to
induce the parties hereto to enter into this Amendment, Cap Rock represents
and warrants to each other party hereto that:
(a) The representations and warranties contained in Section
4.3 of the Transaction Agreement are true and correct at and as of the
time of the effectiveness hereof.
(b) Cap Rock is duly authorized to execute and deliver this
Amendment and is and will continue to be duly authorized to perform its
obligations under the Transaction Documents to which it is a party. Cap
Rock has duly taken all corporate action necessary to authorize the
execution and delivery of this Amendment and to authorize the
performance of the obligations of the User hereunder.
(c) The execution and delivery by Cap Rock of this Amendment,
the performance by Cap Rock of its obligations hereunder and the
consummation of the transactions contemplated hereby do not and will
not conflict with any provision of law, statute, rule or regulation or
of the articles of incorporation and bylaws of Cap Rock, or of any
material agreement, judgment, license, order or permit applicable to or
binding upon Cap Rock, or result in the creation of any lien, charge or
encumbrance upon any assets or properties of Cap Rock. Except for those
which have been duly obtained, no consent, approval, authorization or
order of any court or governmental authority or third party is required
in
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connection with the execution and delivery by Cap Rock of this
Amendment or to consummate the transactions contemplated hereby.
(d) When duly executed and delivered, each of this Amendment
and each Transaction Document amended hereby will be a legal and
binding instrument and agreement of Cap Rock, enforceable in accordance
with its terms, except as limited by bankruptcy, insolvency and similar
laws applying to creditors' rights generally and by principles of
equity applying to creditors' rights generally.
(e) The audited annual Consolidated financial statements of
Cap Rock dated as of March 31, 1994 and the unaudited quarterly
Consolidated financial statements of Cap Rock dated as of September
30,1994 fairly present the Consolidated financial position at such
dates and the Consolidated statement of operations and the changes in
Consolidated financial position for the periods ending on such dates
for Cap Rock. Copies of such financial statements have heretofore been
delivered to the Supplier and the Purchaser. Since March 31, 1994, no
material adverse change has occurred in the financial condition or
businesses or m the Consolidated financial condition or businesses of
Cap Rock.
Section 6.4. REPRESENTATIONS AND WARRANTIES OF NCR. In order to
induce the parties hereto to enter into this Amendment, NCR represents and
warrants to each other party hereto that:
(a) The representations and warranties contained in Section
4.3 of the Transaction Agreement are true and correct at and as of the
time of the effectiveness hereof.
(b) NCR is duly authorized to execute and deliver this
Amendment and is and will continue to be duly authorized to perform its
obligations under the Transaction Documents to which it is a party. NCR
has duly taken all corporate action necessary to authorize the
execution and delivery of this Amendment and to authorize the
performance of the obligations of the User hereunder.
(c) The execution and delivery by NCR of this Amendment, the
performance by NCR of its obligations hereunder and the consummation of
the transactions contemplated hereby do not and will not conflict with
any provision of law, statute, rule or regulation or of the articles of
incorporation and bylaws of NCR, or of any material agreement,
judgment, license, order or permit applicable to or binding upon NCR,
or result in the creation of any lien, charge or encumbrance upon any
assets or properties of NCR. Except for those which have been duly
obtained, no consent, approval, authorization or order of any court or
governmental authority or third party is required in connection with
the execution and delivery by NCR of this Amendment or to consummate
the transactions contemplated hereby.
(d) When duly executed and delivered, each of this Amendment
and each Transaction Document amended hereby will be a legal and
binding
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instrument and agreement of NCR, enforceable in accordance with its
terms, except as limited by bankruptcy, insolvency and similar laws
applying to creditors' rights generally and by principles of equity
applying to creditors' rights generally.
ARTICLE VII.
MISCELLANEOUS
Section 7.1. RATIFICATION OF TRANSACTION DOCUMENTS. The Original
Documents as hereby amended are hereby ratified and confirmed in all
respects. Any reference to any Transaction Document in any other Transaction
Document shall be deemed to refer to this Amendment also, and any reference
in any Transaction Document to any other document or instrument amended,
renewed, extended or otherwise affected by this Amendment shall also refer to
such Amendment. The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of the Purchaser under any Transaction Document nor
constitute a waiver of any provision of any Transaction Document.
Section 7.2. SURVIVAL OF AGREEMENTS. All representations, warranties,
covenants and agreements of the Transaction Parties herein shall survive the
execution and delivery of this Amendment and the performance hereof, including
without limitation the purchase of the Notes and the Receivables, and shall
further survive until all of the Obligations are paid in full. All statements
and agreements contained in any certificate or instrument delivered by any
Transaction Party hereunder or under any Transaction Document to the Purchaser
shall be deemed to constitute representations and warranties by, or agreements
and covenants of, such Transaction Party under this Amendment and under the
Transaction Agreement.
Section 7.3. TRANSACTION DOCUMENTS. This Amendment is a Transaction
Document, and all provisions in the Transaction Agreement pertaining to
Transaction Documents apply hereto.
Section 7.4. GOVERNING LAW THIS AMENDMENT SHALL IN ALL RESPECTS BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
Section 7.5. COUNTERPARTS. This Amendment may be separately executed
in counterparts and by the different parties hereto in separate counterparts,
each of which when so executed shall be deemed to constitute one and the same
Amendment.
Section 7.6. CONSENT BY THE PURCHASER. The Purchaser hereby consents
to the assignment by Cap Rock of the Power Sales Agreement and the
Transmission Agreement to NCR, and hereby waives any violation of Section
7.1(n) of the Transaction Agreement and Paragraph 4(v) of the Receivables
Purchase Agreement heretofore caused by such assignment.
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Section 7.7 AGREEMENT BY NCR. NCR hereby agrees and acknowledges
that it is a party to the Transaction Agreement, the Transmission Agreement
and the Receivables Purchase Agreement, and that it is bound by the terms and
conditions set forth therein to the same extent as if it had been an original
signatory to such Transaction Documents.
Section 7.8. CONTROLLING DOCUMENT. If any term or provision hereof
or in any other Transaction Document shall be in conflict with any term or
provision of the Assignment, the terms and provisions of the Transaction
Documents shall be deemed to be controlling. Notwithstanding that Cap Rock
remains liable for the obligations arising under the terms of the Power Sales
Agreement and the Transmission Agreement, Cap Rock has agreed to execute and
deliver the User Guaranty of even date herewith, which is made for the
benefit of the Purchasers and the Supplier. If any term or provision of the
User Guaranty shall be in conflict with any term or provision of the
Assignment or the Power Sales Agreement, the terms and provisions of the User
Guaranty shall be deemed to be controlling.
IN WITNESS WHEREOF, this Amendment is executed as of the date first
above written.
SOUTHWESTERN PUBLIC SERVICE COMPANY
By: /s/ Xxxx Xxxx
---------------------------------
Xxxx Xxxx
President
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxxxx
Secretary and Treasurer
CAP ROCK ELECTRIC COOPERATIVE, INC.
By: /s/ Xxxxx Xxxxxx
---------------------------------
Xxxxx Xxxxxx
President
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NEW CORP RESOURCES, INC.
By: /s/ Xxxxx Xxxxxxx
---------------------------------
Name: XXXXX XXXXXXX
Title: PRESIDENT
OTP, INC.
By: /s/ Xxxxx Xxxxxx
---------------------------------
Xxxxx Xxxxxx
President
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Xxxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Assistant Vice President
METROPOLITAN PROPERTY AND CASUALTY
INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
METROPOLITAN INSURANCE AND ANNUITY
COMPANY
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
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TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Xxxxxxx X. Xxxxxx
Vice President and Trust Officer
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CONSENT AND AGREEMENT
Cap Rock hereby consents to the provisions of this Amendment and the
transactions contemplated herein, and hereby ratifies and confirms the
Guaranty dated as of September 9, 1993, made by it for the benefit of Note
Purchasers, and agrees that its obligations and covenants thereunder are
unimpaired hereby and shall remain in full force and effect.
CAP ROCK ELECTRIC COOPERATIVE, INC.
By: /s/ Xxxxx Xxxxxx
---------------------------------
Xxxxx Xxxxxx
President
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CONSENT AND AGREEMENT
Supplier hereby consents to the provisions of this Amendment and the
transactions contemplated herein, and hereby ratifies and confirms the Guaranty
dated as of September 9, 1993, made by it for the benefit of Note Purchasers,
and agrees that its obligations and covenants thereunder are unimpaired hereby
and shall remain in full force and effect. Supplier further acknowledges that it
consents to (i) the assignment by Cap Rock to NCR of the Power Sales Agreement
and the Transmission Agreement and (ii) the assumption by NCR of the payment
obligations arising under each Receivable, and Supplier agrees that its
obligations under such Transmission Documents are unimpaired by such assignment
and assumption and shall remain in full force and effect.
SOUTHWESTERN PUBLIC SERVICE COMPANY
By: /s/ Xxxx Xxxx
---------------------------------
Xxxx Xxxx
President
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxxxx
Secretary and Treasurer
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