Exhibit 3
STOCK PURCHASE AGREEMENT (this
"Agreement"), dated as of November 24, 2000, by
and among CHATHAM STREET HOLDINGS, LLC, a Delaware
limited liability company (the "Seller"), CENDANT
CORPORATION, a Delaware corporation ("Cendant"),
CENDANT FINANCE HOLDING CORPORATION, a Delaware
corporation and an affiliate of Cendant ("Cendant
Finance" and, collectively with Cendant the
"Buyer"), with respect to Section 6 hereof only,
WMC FINANCE CO., a Delaware corporation ("WMC"),
and with respect to Section 8 hereof only, APOLLO
INVESTMENT FUND III, L.P. "Apollo").
WHEREAS, the parties hereto deem it desirable and in their
respective best interests to enter into this Agreement for Seller to sell
to Buyer (a) 2,626,712 shares (the "WMC Common Shares") of Class A Common
Stock (the "WMC Common Stock") of WMC, (b) 1,561,000 shares (the "Xxxx.xxx
Common Shares") of the class of Cendant's common stock designated as
Xxxx.xxx Common Stock (the "Xxxx.xxx Common Stock"), (c) a warrant to
purchase 780,500 shares of Xxxx.xxx Common Stock for a purchase price of
$64.08 per share and (d) a warrant to purchase 780,500 shares of Xxxx.xxx
Common Stock for a purchase price of $128.16 per share (the warrants
referred to in (c) and (d), the "Warrants" and, collectively with the WMC
Common Stock and the Xxxx.xxx Common Stock, the "Transferred Securities")
and for Buyer to sell to Seller 2,606,342 shares (the "WMC Preferred
Shares") of Series E Cumulative Senior Preferred Stock of WMC (the "WMC
Preferred Stock"); and
WHEREAS, the parties hereto deem it desirable and in their
respective best interests for Seller, in connection with the sale of the
Transferred Securities, to assign to Buyer all of its right, title and
interest as a holder of the Xxxx.xxx Common Shares and the Warrants
pursuant to the Registration Rights Agreement, dated as of March 29, 2000
(the "Xxxx.xxx Registration Rights Agreement").
NOW THEREFORE, the parties hereto hereby agree as follows:
1. SALES OF TRANSFERRED SECURITIES.
(a) In consideration of the payment as described in Section 1(b)
hereof, the delivery by Cendant Finance of the WMC Preferred Shares held by
Cendant Finance as described in Section 1(c) hereof and the agreement by
Cendant to make payments, if any, following the consummation of a Homestore
Transaction as described in Section 1(d) hereof, the Seller agrees, at the
Closing, to sell, assign, transfer and convey to Buyer without
representation or warranty (other than as expressly provided herein), all of
its right, title and interest in and to (i) the Transferred Securities and
as a holder of the Xxxx.xxx Common Shares and the Warrants under the
Xxxx.xxx Registration Rights Agreement, free and clear of all liens, claims,
charges and encumbrances whatsoever, and with no restrictions on the voting
rights of the Transferred Securities and (ii) the 2,626,712 WMC Common
Shares, free and clear of all liens claims, charges and encumbrances
whatsoever, and with no a restrictions on the voting rights of the WMC
Common Shares.
(b) Cendant hereby agrees, at the Closing, to pay to Seller $75.1
million (the "Initial Payment Amount") payable in consideration for the
conveyance of the securities set forth in Sections 1(a)(i) and (ii). The
Initial Payment Amount shall be paid in cash at the Closing by wire transfer
of immediately available funds to accounts designated by Seller.
(c) Cendant Finance hereby agrees, at the Closing, to sell,
assign, transfer and convey to Seller without representation or warranty
(other than as expressly provided herein), in consideration of the
conveyance of the securities set forth in Sections 1(a)(i) and (ii), all of
its right, title and interest in the 2,606,342 WMC Preferred Shares owned of
record and beneficially by Cendant Finance, free and clear of all liens,
claims, charges and encumbrances whatsoever, and with no restrictions on the
voting rights thereof. At the Closing, Cendant Finance shall deliver to
Seller certificates representing all of such WMC Preferred Shares, duly
endorsed for transfer to Seller or its designee. Cendant Finance hereby
waives compliance with any of the procedures relating to a redemption of the
WMC Preferred Shares contained in the Certificate of Designations relating
to the WMC Preferred Shares filed with the Secretary of State of Delaware on
March 9, 2000.
(d) If a Homestore Transaction shall be consummated at any time on
or prior to the second anniversary of the date hereof, Cendant shall pay to
Seller an additional amount equal to $15.0 million (the "Homestore
Transaction Amount"), payable by Cendant, in consideration for the
conveyance of the securities set forth in Sections 1(a)(i) and (ii), within
ninety (90) days after the consummation of such Homestore Transaction (the
date on which such payment is made, the "Homestore Payment Date"); provided,
however, that at Cendant's option, up to 100% of such Homestore Transaction
Amount shall be payable by delivering to Seller a number of Marketable
Securities (as defined below), the Proceeds (as defined in Section 5 below)
of which shall be equal to the Homestore Transaction Amount minus the actual
cash payment made by Cendant on the Homestore Payment Date. The cash portion
of the Homestore Transaction Amount shall be payable in immediately
available funds on the Homestore Payment Date. The Marketable Securities (if
any) delivered by Cendant pursuant to this Section shall be delivered
simultaneously with the sale of such Marketable Securities pursuant to
Section 5 hereof. For purposes of this Agreement, securities shall only be
"Marketable Securities" if (i) they are fully-paid and non- assessable
shares, free and clear of all liens, charges or encumbrances whatsoever, and
with no restrictions on the voting rights thereof of (a) the class of
Cendant's common stock designated as Cendant Common Stock ("Cendant Common
Stock" and/or (b) common stock of Xxxxxxxxx.xxx, Inc. ("Homestore Common
Stock"), (ii) the offer and sale of such securities to Seller on the
Homestore Payment Date has been registered under the Securities Act of 1933,
as amended (the "Securities Act"), pursuant to an effective registration
statement, (iii) such securities shall be capable of being resold publicly
by Seller immediately after the delivery thereof pursuant to this Agreement
in compliance with Federal and state securities laws and (iv) securities of
the same class thereof are listed for trading, and trading thereon is not
suspended, on the New York Stock Exchange, in the case of Cendant Common
Stock, or the Nasdaq National Market, in the case of Homestore Common Stock
(as the case may be), on the date of sale thereof by Cendant as set forth in
Section 5 below. For purposes hereof, a "Homestore Transaction" shall mean
any transaction between Xxxx.xxx, Inc., a Delaware corporation ("Xxxx.xxx"),
and/or Cendant, on the one hand, and Xxxxxxxxx.xxx, Inc., on the other hand,
which results in (x) the sale of all or substantially all of the assets of
Xxxx.xxx or any of its subsidiaries in one or a series of related
transactions, whether by merger, consolidation, sale of assets or otherwise,
(y) a merger, consolidation, sale of securities of Xxxx.xxx or other
transaction or series of related transactions, as a result of which either
(1) any person or "group" (as defined in Rules 13d-1 and 13d-5 under the
Securities Exchange Act of 1934, as amended) becomes the beneficial owner of
securities representing at least thirty-five percent (35%) of the
outstanding Xxxx.xxx Common Stock, the outstanding equity securities of
Xxxx.xxx or the outstanding voting securities of Xxxx.xxx or (2) the holders
of the voting securities of Xxxx.xxx issued and outstanding prior to such
transaction or series of related transactions cease to hold at least
sixty-five percent (65%) fo the issued and outstanding common stock, equity
securities and voting securities of the surviving entity immediately
following such transaction or series of related transactions (in each case,
assuming the conversion of all convertible securities and the exercise of
all options, warrants and other rights held by such beneficial owner) or (z)
the directors of Xxxx.xxx as of the date hereof together with directors
approved by a majority of the directors in office at the time of election of
any new directors of Xxxx.xxx shall cease to constitute a majority of the
total number of directors of Xxxx.xxx.
(e) Upon the Closing, (i) Cendant shall record on its books and
records the transfer of the Xxxx.xxx Common Shares and the Warrants from
Seller to Buyer and (ii) WMC shall record on its books and records the
transfer of (A) the WMC Common Shares from Seller to Buyer and (B) the WMC
Preferred Shares from Buyer to Seller.
2. CLOSING. The closing (the "Closing") shall take place
simultaneously with the execution and delivery of this Agreement (the
"Closing Date"), at the offices of X'Xxxxxxxx Graev & Karabell, LLP, 00
Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and
warrants to Buyer as follows:
(a) CORPORATE AUTHORIZATION. Seller has all requisite power and
authority to execute, deliver and perform this Agreement and the
transactions contemplated hereby, and the execution, delivery and
performance by Seller of this Agreement have been duly authored by all
requisite action by Seller. This Agreement has been duly executed and
delivered by Seller and, assuming due execution by Cendant and Cendant
Finance, this Agreement constitutes a valid and binding obligation of
Seller, enforceable against Seller in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws and subject to general principles of
equity.
(b) EXPERIENCE; ACCESS TO INFORMATION. Seller is an accredited
investor within the meaning of Regulation D promulgated by the Securities
and Exchange Commission and, by virtue of its experience in evaluating and
investing in private placement transactions of securities in companies
similar to Cendant, Seller is capable of evaluating the merits and risks of
its investment in Cendant, and has the capacity to protect its own
interests. Seller acknowledges that Cendant does not make any representation
or warranty as to the future profitability, success or business prospects of
Cendant.
(c) INVESTMENT. Seller has not been formed solely for the purpose
of making this investment and is acquiring the Cendant Common Stock (if any)
for investment for its own account, not as a nominee or agent, and not with
the view to, or for resale in connection with, any distribution of any part
thereof, except pursuant to an effective registration statement pursuant to
the Securities Act. Seller understands that the Cendant Common Stock to be
acquired by it have not been registered under the Securities Act, or
applicable state and other securities laws by reason of a specific exemption
from the registration provisions of the Securities Act and applicable state
and other securities laws, the availability of which depends upon, among
other things, the bona fide nature of the investment intent and the accuracy
of Seller's representations as expressed herein.
(d) VALID TITLE. Seller has valid title to the WMC Common Stock
and the Transferred Securities and there are no liens, charges or
encumbrances in respect of the WMC Common Stock or the Transferred
Securities. Seller has all rights under the Xxxx.xxx Registration Rights
Agreement in connection with the Transferred Securities and has not assigned
any of such rights thereunder to any other Person.
(e) NO ADDITIONAL REPRESENTATIONS. THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN THIS SECTION 3 ARE THE ONLY REPRESENTATIONS AND
WARRANTIES MADE BY THE SELLER. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, ALL
WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED AND EXCLUDED,
INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. IN NO EVENT SHALL THE SELLER BE LIABLE FOR SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES.
4. REPRESENTATIONS AND WARRANTIES OF BUYER. Cendant and Cendant
Finance jointly and severally represent and warrant to Seller as of the date
hereof as follows:
(a) CORPORATE AUTHORIZATION. Each of Cendant and Cendant Finance
has all requisite power and authority to execute, deliver and perform this
Agreement and the transactions contemplated hereby, and the execution,
delivery and performance by each of Cendant and Cendant Finance of this
Agreement have been duly authorized by all requisite action by each of
Cendant and Cendant Finance. This Agreement has been duly executed and
delivered by each of Cendant and Cendant Finance and, assuming due execution
by WMC and Seller, this Agreement constitutes a valid and binding obligation
of each of Cendant and Cendant Finance, enforceable against each of Cendant
and Cendant Finance in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws and subject to general principles of equity.
(b) EXPERIENCE; ACCESS TO INFORMATION. Buyer is an accredited
investor within the meaning of Regulation D promulgated by the Securities
and Exchange Commission and, by virtue of its experience in evaluating and
investing in private placement transactions of securities in companies
similar to WMC, Buyer is capable of evaluating the merits and risks of its
investment in WMC, and has the capacity to protect its own interests. Buyer
acknowledges that WMC and Seller do not make any representation or warranty
as to the future profitability, success or business prospects of WMC. Buyer
is currently a stockholder of WMC, has had access to WMC's senior
management, has had an opportunity to ask questions and receive answers from
WMC and its senior management regarding matters relevant to WMC and an
investment therein and has had the opportunity to obtain any and all
information and conduct such due diligence review as it has deemed
appropriate.
(c) INVESTMENT. Cendant Finance has not been formed solely for the
purpose of making this investment and is acquiring the WMC Common Shares for
investment for its own account, not as a nominee or agent, and not with the
view to, or for resale in connection with, any distribution of any part
thereof. Cendant Finance understands that the WMC Common Shares to be
acquired by it have not been registered under the Securities Act, or
applicable state and other securities laws by reason of a specific exemption
from the registration provisions of the Securities Act and applicable state
and other securities laws, the availability of which depends upon, among
other things, the bona fide nature of the investment intent and the accuracy
of Cendant's and Cendant Finance's representations as expressed herein.
(d) VALID TITLE. Cendant Finance has valid title to all of the WMC
Preferred Shares purchased by Buyer on March 9, 2000 (or issued in
connection with any payment of an in-kind dividend thereon since such date)
and there are no liens, charges or encumbrances in respect of the WMC
Preferred Shares.
5. SALES OF MARKETABLE SECURITIES. In the event that Cendant
elects to pay a portion of the Homestore Transaction Amount by delivering
Marketable Securities to Seller pursuant to Section 1(d) hereof, Cendant
shall cause such Marketable Securities to be sold on Seller's behalf on the
Homestore Payment Date or as soon as possible thereafter through a broker
selected by Cendant on the Homestore Payment Date. The Proceeds of the sale
of such Marketable Securities shall be paid to Seller simultaneously with
the settlement of such sale transaction. As used in this Agreement, the
"Proceeds" of any sale of Marketable Securities by Seller hereunder shall be
equal to the cash proceeds, net of all underwriters', sales or brokers'
commissions and discounts and all other fees and expenses relating to or
arising out of the transactions contemplated hereby, including without
limitation, all registration expenses, in each case, that are incurred by
Seller and are not paid by Cendant.
6. REPURCHASES OF WMC COMMON STOCK BY WMC. WMC represents that the
WMC Common Stock being delivered to Buyer at the Closing constitutes no more
than 19.99% of the shares of WMC Common Stock outstanding as of the Closing
Date. WMC agrees that, for so long as Buyer owns any shares of WMC Common
Stock, WMC shall not, without the prior written consent of Buyer,
repurchase, redeem, reclassify, cancel or otherwise reduce the number of its
outstanding shares of capital stock if the effect of such repurchase,
redemption, reclassification, cancellation or other reduction would be to
cause Buyer to own more than 19.99% of the outstanding shares of WMC Common
Stock.
7. PUBLIC ANNOUNCEMENTS. Buyer and Seller hereby covenant and
agree to consult with each other before issuing, and provide each other the
opportunity to review and comment upon, any press release or other public
statement or disclosure with respect to the transactions contemplated by
this Agreement.
8. INDEMNIFICATION OF BUYER BY APOLLO. Apollo shall indemnify,
defend and hold harmless Buyer and any of its directors, officers, agents
and affiliates (the "Buyer Indemnified Parties") from and against any and
all losses, damages and liabilities (including reasonable attorneys' fees
and expenses) suffered by any of the Buyer Indemnified Parties as a result
of, arising out of, or incurred with respect to Buyer's ownership of the WMC
Common Shares (which, for the avoidance of doubt, shall exclude the loss of
the value of the WMC Common Shares) other than those losses, damages and
liabilities as a result of, arising out of, or incurred with respect to any
material misstatement by any Buyer Indemnified Party in any filing or
submission to any governmental authority or any document sent to Buyer's
stockholders.
9. MISCELLANEOUS. (a) Governing Law. All questions concerning the
construction, interpretation and validity of this Agreement shall be
governed by and construed and enforced in accordance with the internal law
of the State of New York, without giving effect to any choice or conflict of
law provision or rule (whether in the State of New York or any other
jurisdiction) that would cause the application of the law of any
jurisdiction other than the State of New York.
(b) SUBMISSION TO JURISDICTION. Each of the parties hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the
exclusive jurisdiction of any court of the State of New York or Federal
court of the United States of America sitting in the Sate of New York, and
any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Agreement or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such court of the State of New
York or, to the extent permitted by law, in such Federal court. Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law. EACH OF THE PARTIES
HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY
LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT IN ANY COURT OF THE STATE OF NEW YORK OR
FEDERAL COURT SITTING IN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF
AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY
SUCH COURT.
(c) COUNTERPARTS. This Agreement may be executed in two or more
counterparts, any one of which need not contain the signatures of more than
one party, but all such counterparts taken together when delivered shall
constitute one and the same agreement.
(d) COMPLETE AGREEMENT. This Agreement and the instruments or
agreements referred to herein contains the complete agreement among the
parties and supersedes any prior understandings, agreements or
representations by or between the parties, written or oral which may have
related to the subject matter hereof in any way.
(e) AMENDMENTS. This Agreement may only be amended in a writing
executed by each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused their
authorized representatives to execute this Agreement on the date first
written above.
CHATHAM STREET HOLDINGS, LLC
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
CENDANT CORPORATION
By: /s/ Xxxx X. Xxxx
---------------------------------------
Name: Xxxx X. Xxxx
Title: Senior Vice President - Law
CENDANT FINANCE HOLDING CORPORATION
By: /s/ Xxxx X. Xxxx
---------------------------------------
Name: Xxxx X. Xxxx
Title: Senior Vice President - Law
WMC FINANCE CO.
(with respect to Section 6 only)
By: /s/ Xxxxx XxXxxx
---------------------------------------
Name: Xxxxx XxXxxx
Title:
APOLLO INVESTMENT FUND III, L.P.
(with respect to Section 8 only)
By: Apollo Advisors II, L.P.,
its general partner
By: Apollo Capital Management II, Inc.
its general partner
By: /s/ Xxxx Xxxxxx
-----------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
AMENDMENT NO. 1, dated as of March 29,
2001 (this "Amendment") to the STOCK PURCHASE
AGREEMENT, dated as of November 24, 2000, by and
among CHATHAM STREET HOLDINGS, LLC, a Delaware
limited liability company, CENDANT CORPORATION, a
Delaware corporation, CENDANT FINANCE HOLDING
CORPORATION, a Delaware corporation and an
affiliate of Cendant Corporation, with respect to
Section 6 thereof only, WMC FlNANCE CO., a Delaware
corporation, and, with respect to Section 8 thereof
only, APOLLO INVESTMENT FUND III, L.P. (the
"Original Agreement", as amended, this
"Agreement").
Preamble
--------
WHEREAS, Section 9(e) of the Original Agreement allows the
amendment of the Original Agreement by a writing executed by each of the
parties thereto; and
WHEREAS, the undersigned constitute each of the parties to the
Original Agreement and have determined that it would be in their respective
best interests to amend the Original Agreement on the terms and conditions
set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties to this Amendment
hereby agree as follows:
Section 1. CAPITALIZED TERMS. Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Original
Agreement.
Section 2. AMENDMENTS TO THE ORIGINAL AGREEMENT. The Original
Agreement is hereby amended as follows:
(a) Section 1 of the Original Agreement is hereby amended by
deleting Section 1(b) in its entirety and substituting the following
language in lieu thereof:
"Cendant hereby agrees, at the Closing, to pay to Seller $75.1
million (the "Initial Payment Amount"), payable in consideration
for the conveyance of the securities set forth in Sections 1(a)(i)
and (ii). The Initial Payment Amount shall be paid in cash at the
Closing by wire transfer of immediately available funds to
accounts designated by Seller. Cendant hereby agrees to pay
Seller, on March 29, 2001, an additional amount of $5.0 million
(the "Additional Payment Amount"), payable in consideration for
the conveyance of the securities set forth in Sections 1(a)(i) and
(ii). The Additional Payment Amount shall be paid in cash on March
29, 2001 by wire transfer of immediately available funds to
accounts designated by the Seller."
(b) The first sentence of Section 1(d) of the Original Agreement
is hereby amended by deleting "$15.0 million" and replacing it with "$10.0
million".
Section 3. ENTIRE AGREEMENT. Except as modified by this Amendment,
the Original Agreement shall remain in full force and effect, enforceable in
accordance with its terms. This Amendment is not a consent to any waiver or
modification of any other terms or conditions of the Agreement or any of the
instruments or documents referred to in the Agreement and shall not
prejudice any right or rights which the parties thereto may now or hereafter
have under or in connection with the Agreement or any of the instruments or
documents referred to therein. The Original Agreement and this Amendment
contain all of the agreements between the parties with respect to the
subject matter thereof. The parties to this Amendment hereby acknowledge
that nothing contained herein shall modify or otherwise alter the
obligations of WMC Finance Co. pursuant to the Original Agreement.
Section 4. EFFECTIVENESS. This Amendment shall become effective on
the date each of the parties hereto shall have executed a copy hereof
(whether the same or different copies).
Section 5. COUNTERPARTS. This Amendment may be executed in any
number of counterparts, and each such counterpart shall be deemed to be an
original instrument, but all such counterparts together shall constitute one
agreement.
Section 6. GOVERNING LAW. All questions concerning the
construction, interpretation and validity of this Amendment shall be
governed by and construed and enforced in accordance with the internal law
of the State of New York, without giving effect to any choice or conflict of
law provision or rule (whether in the State of New York or any other
jurisdiction) that would cause the application of the law of any
jurisdiction other than the State of New York.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused their
authorized representatives to execute this Agreement on the date first
written above.
CHATHAM STREET HOLDINGS, LLC
By: /s/ Xxxx X. Xxxxxx
------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
CENDANT CORPORATION
By: /s/ Xxxxxx X. Xxxx
-------------------------
Name: Xxxxxx X. Xxxx
Title: Senior Executive Vice President
CENDANT FINANCE HOLDING CORPORATION
By: /s/ Xxxxxx X. Xxxx
-------------------------
Name: Xxxxxx X. Xxxx
Title: Senior Executive Vice President
WMC FINANCE CO.
By: /s/ Xxxxx X. XxXxxx
--------------------------
Name: Xxxxx X. XxXxxx
Title: President and CEO
APOLLO INVESTMENT FUND III, L.P.
By: Apollo Advisors II, L.P.,
its general partner
By: Apollo Capital Management II, Inc.,
its general partner
By: /s/ Xxxx Xxxxxx
--------------------------
Name: Xxxx Xxxxxx
Title: Vice President
