EXHIBIT 10.1
FOURTH AMENDMENT
TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF JUNE 4, 2004
This FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
(together with all Exhibits, Schedules and Annexes hereto, this "Amendment") is
among CORRECTIONS CORPORATION OF AMERICA, a Maryland corporation (the
"Borrower"), the Lenders (as defined below), DEUTSCHE BANK SECURITIES INC., as
Syndication Agent, and SOCIETE GENERALE, as Documentation Agent, XXXXXX BROTHERS
INC., as Arranger, and XXXXXX COMMERCIAL PAPER INC., as administrative agent for
the Lenders (in such capacity, the "Administrative Agent").
PRELIMINARY STATEMENTS:
WHEREAS, the Borrower, the lenders party thereto (the "Lenders"), the
Administrative Agent, Xxxxxx Brothers Inc., as lead arranger and sole
book-running manager, Deutsche Bank Securities Inc. and UBS Warburg LLC, as
co-syndication agents, and Societe Generale, as documentation agent, have
entered into a Third Amended and Restated Credit Agreement, dated as of May 3,
2002, as amended (together with all Annexes, Exhibits and Schedules thereto, the
"Credit Agreement"; capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to such terms in the Credit Agreement); and
WHEREAS, the Borrower has requested that the Lenders amend the Credit
Agreement to provide for the incurrence under the Credit Agreement of new
Tranche D Term Loans, which will refinance, in full, all remaining outstanding
Tranche C Term Loans and certain other amendments more specifically described
herein;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. AMENDMENTS TO CREDIT AGREEMENT. Subject to the satisfaction of the
conditions set forth in Section 2 hereof, the Credit Agreement is amended as
follows:
(a) The following new definitions are hereby added to Section 1.1
of the Credit Agreement in the appropriate alphabetical order:
"Fourth Amendment": the Fourth Amendment to this Agreement,
dated as of June 4, 2004.
"Fourth Amendment Effective Date": the "Amendment Effective
Date", as defined in the Fourth Amendment.
"Tranche D Term Loan": as defined in Section 2.1.
"Tranche D Term Loan Commitment": as to any Tranche D Term
Loan Lender, the obligation of such Lender, if any, to make a Term
Loan to the Borrower hereunder, in a principal amount not to exceed
the amount set forth under the heading "Tranche D Term Loan
Commitment" opposite such Lender's name on Schedule 1 to the Lender
Addendum delivered by such Lender or in the Assignment and
Acceptance pursuant to which such Lender became a party hereto, as
the same may be changed from time to time pursuant to the terms
hereof; provided that the original aggregate amount of the Tranche D
Term Loan Commitments is $270,812,500.
"Tranche D Term Loan Lender": each Lender that has a Tranche D
Term Loan Commitment or which is the holder of a Tranche D Term
Loan.
"Tranche D Term Loan Percentage": as to any Tranche D Term
Loan Lender at any time, the percentage which the aggregate
principal amount of such Lender's Tranche D Term Loans then
outstanding constitutes of the aggregate principal amount of the
Tranche D Term Loans then outstanding.
(b) The definition of "Applicable Margin" contained in Section 1.1
of the Credit Agreement is hereby amended and restated in its entirety as
follows:
""Applicable Margin": for each Type of Loan, the rate per
annum set forth under the relevant column heading below:
Base Rate Eurodollar
Loans Loans
Revolving Credit Loans and
Swing Line Loans 2.50% 3.50%
Tranche A Term Loans 2.50% 3.50%
Tranche B Term Loans 2.50% 3.50%
Tranche C Term Loans 1.75% 2.75%
Tranche D Term Loans 1.25% 2.25%
provided, that (i) on and after the first Adjustment Date subsequent
to the Restatement Effective Date, the Applicable Margin with
respect to Revolving Credit Loans, Swing Line Loans and Tranche A
Term Loans will be determined pursuant to the Pricing Grid and (ii)
on and after the first Adjustment Date subsequent to the Third
Amendment Effective Date, the Applicable Margin with respect to
Tranche C Term Loans will be determined pursuant to the Pricing
Grid."
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(c) The definition of "Commitment" contained in Section 1.1 of the
Credit Agreement is hereby amended to insert the phrase "the Tranche D Term Loan
Commitment," immediately after the phrase "the Tranche C Term Loan Commitment,".
(d) The definition of "Consolidated Fixed Charges" contained in
Section 1.1 of the Credit Agreement is hereby amended to replace the term
"Tranche C Term Loans" with the term "Tranche D Term Loans".
(e) The definition of "Facility" contained in Section 1.1 of the
Credit Agreement is hereby amended (i) to re-letter clause (d) as clause (e) and
(ii) to insert the following new clause (d): "(d) the Tranche D Term Loan
Commitments and the Tranche D Term Loans made thereunder (the "Tranche D Term
Loan Facility"),".
(f) The definition of "Interest Period" contained in Section 1.1
of the Credit Agreement is hereby amended to replace the phrase "or the Tranche
C Term Loans" with the following phrase: ", the Tranche C Term Loans or the
Tranche D Term Loans".
(g) The definition of "Qualified Trust Indebtedness" contained in
Section 1.1 of the Credit Agreement is hereby amended to replace the term "
Tranche C Term Loans" with the term "Tranche D Term Loans".
(h) The definition of "Qualified Trust Preferred Stock" contained
in Section 1.1 of the Credit Agreement is hereby amended to replace the term "
Tranche C Term Loans" with the term "Tranche D Term Loans".
(i) The definition of "Term Loan Facilities" contained in Section
1.1 of the Credit Agreement is hereby amended (i) to replace the word "and" with
"," and (ii) to insert "and the Tranche D Term Loan Facility" at the end
thereof.
(j) The definition of "Term Loan Lenders" contained in Section 1.1
of the Credit Agreement is hereby amended (i) to replace the word "and" with ","
and (ii) to insert "and the Tranche D Term Loan Lenders" at the end thereof.
(k) The definition of "Term Loans" contained in Section 1.1 of the
Credit Agreement is hereby amended (i) to replace the word "and" with "," and
(ii) to insert "and the Tranche D Term Loans" at the end thereof.
(l) (i) The first sentence of Section 2.1 of the Credit Agreement
is hereby amended to replace the word "and" immediately preceding clause (c)
thereof with "," and to insert the following new clause (d) after the end
thereof: "and (d) subject to the terms and conditions of the Fourth Amendment,
each Tranche D Term Loan Lender severally agrees to make a term loan on the
Fourth Amendment Effective Date (a "Tranche D Term Loan") in an amount not to
exceed the amount of the Tranche D Term Loan Commitment of such Lender" and (ii)
the second sentence of Section 2.1 of the Credit Agreement is hereby amended and
restated in its entirety as follows:
"In addition, provided that no Default of Event or Default shall
have occurred and be continuing, the Borrower shall be entitled to
request
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an increase in the Tranche D Term Loan Commitments of up to
$100,000,000 (reduced by the amount of any increase in the Total
Revolving Credit Commitments pursuant to Section 2.4(c) after the
Third Amendment Effective Date) in the aggregate at any time on or
after the Fourth Amendment Effective Date, with the written consent
of the Administrative Agent but without any consent from the
Lenders, except the Lenders providing all or part of the increased
amount; and this Credit Agreement may be amended by an agreement
between the Borrower and the Administrative Agent, without the need
for any further approval or consent from the Lenders or the other
Agents, to the extent that the Administrative Agent determines to be
necessary to effectuate such increase."
(m) Section 2.2 of the Credit Agreement is hereby amended to
insert the following new clause (iv):
"(iv) The Borrower shall give the Administrative Agent irrevocable
Notice of Borrowing (which notice must be received by the
Administrative Agent prior to 12:00 noon, New York City time, one
Business Day prior to the anticipated Fourth Amendment Effective
Date) requesting that the Tranche D Term Loan Lenders make the
Tranche D Term Loans on the Fourth Amendment Effective Date and
specifying the amount to be borrowed. The Tranche D Term Loans made
on the Fourth Amendment Effective Date shall initially be Base Rate
Loans or Eurodollar Loans with the Interest Period determined in
accordance with this Section 2.2(iv). Upon receipt of such notice
the Administrative Agent shall promptly notify each Tranche D Term
Loan Lender thereof. Not later than 12:00 noon, New York City time,
on the Fourth Amendment Effective Date each Tranche D Term Loan
Lender shall make available to the Administrative Agent at the
Funding Office an amount in immediately available funds equal to the
Tranche D Term Loan to be made by such Lender (or notify the
Administrative Agent to convert an equal aggregate principal amount
of Tranche C Term Loans held by such Tranche D Term Loan Lender to
Tranche D Term Loans). The Administrative Agent shall make available
to the Borrower the aggregate of amounts made available to the
Administrative Agent by the Tranche D Term Loan Lenders in like
funds. Tranche D Term Loan Commitments in existence on the Fourth
Amendment Effective Date and not funded on the Fourth Amendment
Effective Date will terminate on such date. To the extent that
Tranche C Term Loans are repaid with proceeds of Tranche D Term
Loans, such Tranche C Term Loans shall be deemed to have been
assigned and transferred to the Tranche D Term Loan Lenders (to be
allocated amongst such Lenders at the Administrative Agent's
discretion) and thereafter shall be outstanding as Tranche D Term
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Loans held by the Tranche D Term Loan Lenders subject to and in
accordance with all terms, conditions and provisions of this
Agreement applicable to the Tranche D Term Loans. The Interest
Period (and the respective Eurodollar Rate) in effect on the Fourth
Amendment Effective Date in respect of the Tranche C Term Loans that
are being converted to Tranche D Term Loans on the Fourth Amendment
Effective Date (the "Current Interest Period") will continue to be
in effect for such Tranche D Term Loans following the Fourth
Amendment Effective Date and will end on the last day of the Current
Interest Period, and for any Tranche D Term Loans funded on the
Fourth Amendment Effective Date the initial Interest Period will end
on the last day of the Current Interest Period and the Eurodollar
Rate during such initial Interest Period will equal the Eurodollar
Rate applicable to the converted Tranche D Term Loans during the
Current Interest Period."
(n) Section 2.3 of the Credit Agreement is hereby amended to
insert the following clause (d) at the end thereof:
"(d) The Tranche D Term Loan of each Tranche D Term Loan
Lender shall mature in 14 consecutive quarterly installments, commencing
on December 31, 2004, each of which shall be in an amount equal to such
Lender's Tranche D Term Loan Percentage multiplied by the amount set forth
below opposite such installment (which amount shall be reduced as the
result of the application of prepayments in accordance with Section 2.18):
Installment Principal Amount
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December 31, 2004 $677,031
March 31, 2005 $677,031
June 30, 2005 $677,031
September 30, 2005 $677,031
December 31, 2005 $677,031
March 31, 2006 $677,031
June 30, 2006 $677,031
September 30, 2006 $677,031
December 31, 2006 $677,031
March 31, 2007 $677,031
June 30, 2007 $66,010,547
September 30, 2007 $66,010,547
December 31, 2007 $66,010,548
March 31, 2008 $66,010,548
(o) Section 2.4(c) of the Credit Agreement is hereby amended to
replace (i) the phrase "Tranche C Term Loan Commitments" with the phrase
"Tranche D Term Loan Commitments and (ii) the phrase "Third Amendment Effective
Date" with the phrase "Fourth Amendment Effective Date".
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(p) Section 2.18 of the Credit Agreement is hereby amended (i) to
insert the phrase "Tranche D Term Loan Percentages," in clause (a) immediately
after the phrase "Tranche C Term Loan Percentages," and (ii) to insert the
following proviso immediately at the end of the third sentence of clause (b): "
and, provided further that, each payment (including each prepayment) of the
Tranche D Term Loans shall be applied to the installments of such Tranche D Term
Loans, first, in direct order of maturity for the four quarterly installments
due immediately after the date of such payment and, second, with respect to any
remainder, to the remaining installments thereof in inverse order of maturity".
(q) Section 4.16 of the Credit Agreement is hereby amended to
insert the following sentence at the end thereof: "The proceeds of the Tranche D
Term Loans to be drawn on the Fourth Amendment Effective Date shall be used to
repay in full on the Fourth Amendment Effective Date the Tranche C Term Loans."
(r) Section 6.10 of the Credit Agreement is hereby amended to
replace each occurrence of the term "Tranche C Term Loans" with the term "Term
Loans".
(s) Section 7.7 of the Credit Agreement is hereby amended to
replace the clause "the sum of (x) $100,000,000 and" with the following text:
"the sum of (x) $125,000,000, with respect to fiscal year 2004, and
$175,000,000, with respect to fiscal year 2005 and each fiscal year thereafter,
and".
(t) Exhibit G-1 to the Credit Agreement is hereby amended to
insert "[D]" after "[A] [B] [C]" throughout such Exhibit.
2. CONDITIONS TO EFFECTIVENESS.
The effectiveness of the amendments contained in Section 1 of this
Amendment are conditioned upon satisfaction of the following conditions
precedent (the date on which all such conditions have been satisfied being
referred to herein as the "Amendment Effective Date"):
(a) the Administrative Agent shall have received signed written
authorization from the requisite Lenders to execute this Amendment, and shall
have received counterparts of this Amendment signed by the Borrower and the
Agents, and counterparts of the consent of the Guarantors attached hereto as
Annex 1 (the "Consent") executed by each of the Subsidiary Guarantors;
(b) each of the representations and warranties in Section 3 below
shall be true and correct in all material respects on and as of the Amendment
Effective Date;
(c) the Administrative Agent shall have received payment in
immediately available funds of all expenses incurred by the Administrative Agent
(including, without limitation, legal fees) for which invoices have been
presented on or before the Amendment Effective Date;
(d) the Administrative Agent shall have received the executed
legal opinions of each of Bass, Xxxxx & Xxxx PLC, Miles & Stockbridge and Xxxx
Xxxxxxx LLP, counsel to the Borrower and its Subsidiaries, regarding customary
matters (including, without limitation, the
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enforceability of this Amendment and the Credit Agreement, as amended, against
all parties thereto, and no conflict with law or material agreements);
(e) the Administrative Agent shall have received (i) commitments
from banks and other financial institutions with respect to the Tranche D Term
Loans in an aggregate principal amount equal to $270,812,500 and (ii) as
applicable (x) a fully executed Lender Addendum with respect to each such bank
or other financial institution committing to fund such Tranche D Term Loans (and
pursuant to which on the Fourth Amendment Effective Date such bank or other
financial institution shall become a Tranche D Term Loan Lender, for all
purposes under the Credit Agreement) or (y) a fully executed Conversion Notice
in the form attached hereto as Annex 2 with respect to each Tranche C Term
Lender electing to convert its Tranche C Term Loans (and pursuant to which on
the Fourth Amendment Effective Date the outstanding principal amount of Tranche
C Term Loans held by such Lender shall convert into Tranche D Term Loans);
(f) the Administrative Agent shall be satisfied that,
simultaneously with the borrowing of the Tranche D Term Loans on the Amendment
Effective Date, the Tranche C Term Loans will be repaid in full by the Borrower;
and
(g) the Administrative Agent shall have received such other
documents, instruments, certificates, opinions and approvals as it may
reasonably request.
3. REPRESENTATIONS AND WARRANTIES.
The Borrower represents and warrants to the Administrative Agent and the
Lenders as follows:
(a) Authority. The Borrower has the requisite corporate power and
authority to execute and deliver this Amendment and to perform its obligations
hereunder and under the Credit Agreement (as modified hereby). Each of the
Subsidiary Guarantors has the requisite corporate or other organizational power
and authority to execute and deliver the Consent. The execution, delivery and
performance (i) by the Borrower of this Amendment and the Credit Agreement (as
modified hereby) and the transactions contemplated hereby and thereby and (ii)
by the Subsidiary Guarantors of the Consent, in each case, have been duly
approved by all necessary corporate or other organizational action of such
Person, and no other corporate or other organizational proceedings on the part
of each such Person are necessary to consummate such transactions.
(b) Enforceability. This Amendment has been duly executed and
delivered by the Borrower. The Consent has been duly executed and delivered by
each of the Subsidiary Guarantors. Each of this Amendment, the Consent and,
after giving effect to this Amendment, the Credit Agreement and the other Loan
Documents, (i) is the legal, valid and binding obligation of each Loan Party
party hereto and thereto, enforceable against such Loan Party in accordance with
its terms, except as may be limited by general equitable principles (whether
enforcement is sought by proceedings in equity or at law) and (ii) is in full
force and effect. Neither the execution, delivery or performance of this
Amendment or of the Consent or the performance of the Credit Agreement (as
modified hereby), nor the performance of the transactions contemplated hereby or
thereby, will adversely affect the validity, perfection or priority of the
Administrative Agent's Lien on any of the Collateral or its ability to realize
thereon. This Amendment is effective to amend the
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Credit Agreement as provided therein (assuming the due authorization, execution
and delivery of this Amendment (or the accompanying consent) by each Lender
party or consenting hereto).
(c) Representations and Warranties. After giving effect to this
Amendment, the representations and warranties contained in the Credit Agreement
and the other Loan Documents (other than any such representations and warranties
that, by their terms, are specifically made as of a date other than the date
hereof) are true and correct in all material respects on and as of the date
hereof as though made on and as of the date hereof.
(d) No Conflicts. Neither the execution and delivery of this
Amendment or the Consent, nor the consummation of the transactions contemplated
hereby and thereby, nor the performance of and compliance with the terms and
provisions hereof or of the Credit Agreement (as modified hereby) by any Loan
Party will, at the time of such performance, (a) violate or conflict with any
provision of its articles or certificate of incorporation or bylaws or other
organizational or governing documents of such Person, (b) violate, contravene or
materially conflict with any Requirement of Law or any other law, regulation
(including, without limitation, Regulation U or Regulation X), order, writ,
judgment, injunction, decree or permit applicable to it, except for any
violation, contravention or conflict which could not reasonably be expected to
have a Material Adverse Effect, (c) (i) violate, contravene or conflict with the
contractual provisions of, or cause an event of default under, any Loan Document
or (ii) violate, contravene or conflict with the contractual provisions of, or
cause an event of default under any other loan agreement, indenture, mortgage,
deed of trust, contract or other agreement or instrument to which it is a party
or by which it may be bound or (d) result in or require the creation of any Lien
(other than those contemplated in or created in connection with the Loan
Documents) upon or with respect to its properties. No consent or authorization
of, filing with, notice to or other act by or in respect of, any Governmental
Authority or any other Person is required in connection with the transactions
contemplated hereby.
(e) No Default. Both before and after giving effect to this
Amendment and the transactions contemplated hereby, no event has occurred and is
continuing that constitutes a Default or Event of Default.
4. REFERENCE TO AND EFFECT ON CREDIT AGREEMENT.
(a) Upon and after the effectiveness of this Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the Credit Agreement, and each reference in
the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement as modified hereby. This Amendment is a Loan
Document.
(b) Except as specifically modified above, the Credit Agreement
and the other Loan Documents are and shall continue to be in full force and
effect and are hereby in all respects ratified and confirmed. Without limiting
the generality of the foregoing, the Security Documents and all of the
Collateral described therein do and shall continue to secure the payment of all
Obligations under and as defined therein, in each case as modified hereby.
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(c) 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 any Secured Party under any of the Loan Documents,
nor, except as expressly provided herein, constitute a waiver or amendment of
any provision of any of the Loan Documents.
5. COUNTERPARTS.
This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Amendment by facsimile shall be
effective as delivery of a manually executed counterpart of this Amendment.
6. SEVERABILITY.
Any provision of this Amendment that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
7. GOVERNING LAW.
This Amendment shall be governed by, and construed in accordance with, the
laws of the State of New York.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first written above.
CORRECTIONS CORPORATION OF AMERICA,
as Borrower
By:
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Name:
Title:
XXXXXX COMMERCIAL PAPER INC.,
as Administrative Agent
By:
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Name:
Title:
XXXXXX BROTHERS INC.,
as Arranger
By:
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Name:
Title:
[signatures continued on next page]
DEUTSCHE BANK SECURITIES INC., as
Syndication Agent
By:
-------------------------------------------
Name:
Title:
By:
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Name:
Title:
SOCIETE GENERALE, as
Documentation Agent
By:
-------------------------------------------
Name:
Title:
Annex 1
CONSENT OF GUARANTORS
Each of the undersigned is a Subsidiary Guarantor of the Obligations of the
Borrower under the Credit Agreement and hereby (a) consents to the foregoing
Amendment, (b) acknowledges that notwithstanding the execution and delivery of
the foregoing Amendment, the obligations of each of the undersigned Subsidiary
Guarantors are not impaired or affected and all guaranties given to the holders
of Obligations and all Liens granted as security for the Obligations continue in
full force and effect, and (c) confirms and ratifies its obligations under the
Guaranty and Security Agreement and each other Loan Document executed by it.
Capitalized terms used herein without definition shall have the meanings given
to such terms in the Amendment to which this Consent is attached or in the
Credit Agreement referred to therein, as applicable.
IN WITNESS WHEREOF, each of the undersigned has executed and
delivered this Consent of Guarantors as of the [___] day of June, 2004.
CCA OF TENNESSEE, INC.
PRISON REALTY MANAGEMENT, INC.
TECHNICAL AND BUSINESS INSTITUTE OF AMERICA, INC.
CCA INTERNATIONAL, INC.
CCA PROPERTIES OF AMERICA, LLC
CCA PROPERTIES OF ARIZONA, LLC
CCA PROPERTIES OF TENNESSEE, LLC
By
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Name: Xxxx X. Xxxxxxxx
Title: Chief Executive Officer
CCA PROPERTIES OF TEXAS, L.P.
By
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Name: Xxxx X. Xxxxxxxx
Title: Chief Executive Officer, CCA Properties of
America, LLC, as General Partner
[signatures continued on next page]
TRANSCOR AMERICA LLC
By
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Name: Xxxx X. Xxxxxxxxx
Title: Vice President, Treasurer
XXXXXX XXX XXXXXXX TRI-COUNTY EXTRADITION, INC.
By
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Name: Xxxx X. Xxxxxxxxx
Title: Vice President, Treasurer
Annex 2
CONVERSION NOTICE
Reference is made to (a) Credit Agreement dated as of May 3, 2002 (as
amended from time to time prior to the date hereof, the "Credit Agreement"),
among Corrections Corporation of America, a Maryland corporation (the
"Borrower"), the banks and other financial institutions and entities from time
to time party thereto (the "Lenders") and Xxxxxx Commercial Paper Inc., as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent") and (b) the proposed Fourth Amendment to the Credit Agreement (the
"Fourth Amendment"). Capitalized terms used but not otherwise defined herein are
used with the meanings attributed thereto in the Credit Agreement.
The undersigned Lender hereby irrevocably and unconditionally elects to
convert $[______________] of the outstanding principal amount of the Tranche C
Term Loan held by such Lender into a Tranche D Term Loan (as defined in the
Fourth Amendment) in a principal amount equal to the amount of the Tranche C
Term Loan converted hereby, effective only if, and only as and when the Fourth
Amendment becomes effective in accordance with its terms.
This Conversion Notice shall be governed by, and construed and
interpreted in accordance with, the laws of the state of New York.
This Conversion Notice may be executed by the parties hereto on any
number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument. Delivery of an
executed signature page hereof by facsimile transmission shall be effective as
delivery of a manually executed counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have caused the Conversion
Notice to be duly executed and delivered by their proper and duly authorized
officers as of this [__] day of June, 2004.
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By:
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Name:
Title:
