EXHIBIT 10.18
MASTER AGREEMENT REGARDING BROOKDALE SENIOR HOUSING, LLC AND RELATED MATTERS
THIS MASTER AGREEMENT regarding Brookdale Senior Housing, LLC and related
matters (this "AGREEMENT") is made as of the 30th day of September, 2003, by and
between THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation
("NORTHWESTERN MUTUAL"), BROOKDALE SENIOR HOUSING, LLC, a Delaware limited
liability company ("Company"), AH MICHIGAN OWNER LIMITED PARTNERSHIP, an Ohio
limited partnership, ("AHMI"); AH PENNSYLVANIA OWNER LIMITED PARTNERSHIP, an
Ohio limited partnership ("AHPA"); AH TEXAS OWNER LIMITED PARTNERSHIP, an Ohio
limited partnership ("AHTexas"); and BROOKDALE LIVING COMMUNITIES, INC., A
DELAWARE CORPORATION ("Brookdale Parent").
WITNESSETH:
WHEREAS, Northwestern Mutual, AHMI and AHPA are entering into that certain
Limited Liability Company Agreement dated as of September 30, 2003 (the "COMPANY
AGREEMENT"), pursuant to which the Company was formed to (i) acquire, own,
manage, lease and operate real properties; (ii) to acquire the Southfield
Property; (iii) to acquire the Devonshire Property; (iv) make the Xxxxxx Ranch
Mezzanine Loan to AHTexas secured by a lien on the Xxxxxx Ranch Property; (v)
carry out all other activities necessary or incidental to the purposes described
above; and (vi) any other purpose allowed by law; and
WHEREAS, all defined terms used herein shall have the same meaning as
those used in the Company Agreement, unless otherwise stated herein;
WHEREAS, Northwestern Mutual, AHMI and AHPA are each making an INITIAL
CAPITAL CONTRIBUTION to the Company.
WHEREAS, Northwestern Mutual is making a loan to the Company in the
original principal amount of $30,355,000 (the "COMPANY LOAN") secured by a
satisfactory first lien on the Southfield Property and the Devonshire Property
as well as a satisfactory third lien on the Xxxxxx Ranch Property; and
WHEREAS, Northwestern Mutual is making a loan to AHTexas in the amount of
$16,422,000 (the "XXXXXX RANCH LOAN") secured by a satisfactory first lien on
the Xxxxxx Ranch Property and a satisfactory second lien on the Southfield
Property and the Devonshire Property (together, sometimes referred to as the
"Company Properties");
WHEREAS, the Company is making a loan to AHTexas in the amount of
$12,739,000 (the "XXXXXX RANCH MEZZANINE LOAN") secured by a satisfactory second
lien on the Xxxxxx Ranch Property;
WHEREAS, the Company is paying a fee (the "KMF FEE") to KMF SENIOR HOUSING
INVESTORS, LLC ("KMF") in the amount of $777,815.00 for certain advising work
performed or to be performed by KMF;
WHEREAS, the parties hereto desire to set forth their agreement regarding
the formation of the Company, the purchase by the Company of the Southfield
Property, the purchase by the Company of the Devonshire Property, the making of
the Company Loan, the making of the Xxxxxx Ranch Loan, the making of the Xxxxxx
Ranch Mezzanine Loan, the payment of the KMF Fee and other matters;
NOW, THEREFORE, in consideration of the mutual benefits to be derived by
the parties hereto, Northwestern Mutual, AHMI, AHPA and AHTexas agree as
follows:
PART A: DEFINITIONS
1. "CLOSING DATE" shall mean September 30, 2003 (the "Closing Date").
2. "CLOSING" shall mean the following has occurred:
(a) the Company has been formed;
(b) Northwestern Mutual, AHMI and AHPA have each made their
Initial Capital Contribution as follows:
Northwestern Mutual: $35,829,000
AHMI: $72,000
AHPA: $72,000
(c) Northwestern Mutual has made the Company Loan in the amount of
$30,355,000.00;
(d) Northwestern Mutual has made the Xxxxxx Ranch Loan to AHTexas
in the amount of $16,422,000.00;
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(e) Company has made the Xxxxxx Ranch Mezzanine Loan to AHTexas in
the amount of $12,739,000.00;
(f) Company has agreed to pay the KMF Fee to KMF;
(g) Company has acquired the Devonshire Property free and clear of
liens under the terms of that certain Real Estate Purchase and Sale Agreement
dated of even date herewith (the "Devonshire Purchase Agreement");
(h) Company has acquired the Southfield Property free and clear of
liens under the terms of that certain Real Estate Purchase and Sale Agreement
dated as of even date herewith (the "Southfield Purchase Agreement");
(i) Xxxxxx Ranch Operator has entered into a satisfactory form of
Management and Operating Agreement;
(j) Devonshire Operator has entered into a Management and
Operating Agreement, in a form satisfactory to the Company and Northwestern
Mutual;
(k) Southfield Operator has entered into a Management and
Operating Agreement, in a form satisfactory to the Company and Northwestern
Mutual;
(l) Brookdale Parent entering into that certain Guarantee of
Member Obligations dated of even date herewith; and
(m) Brookdale Parent has entered into that certain tax indemnity
side letter agreement dated of even date herewith, all in a form satisfactory to
Northwestern Mutual.
3. "COMPANY PROPERTIES" shall mean the Southfield Property and the
Devonshire Property.
4. "PROPERTIES" shall mean the Southfield Property, the Devonshire
Property and the Xxxxxx Ranch Property.
PART B: COMPANY AGREEMENT
1. Documents and Other Requirements Necessary for the Accomplishment of
the Formation of the Company. On or before the Closing Date, Northwestern
Mutual, AHMI and AHPA shall do the following:
(a) execute the Company Agreement, in the agreed upon form;
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(b) make the Initial Capital Contributions called for under the
Company Agreement; and
(c) take any and all other steps necessary to form the Company.
PART C: COMPANY LOAN & RELATED LOAN DOCUMENTS
Documents and Other Requirements Necessary for the Company Loan. On the
Closing Date, Northwestern Mutual shall make the Company Loan to the
Company secured by a satisfactory first lien on the Company Property and a
satisfactory third lien on the Xxxxxx Ranch Property, all in accordance
with the Company Loan Commitment dated as of September 30, 2003 and the
related Loan Documents.
PART D: XXXXXX RANCH LOAN & RELATED LOAN DOCUMENTS
Documents and Other Requirements Necessary for the Xxxxxx Ranch Loan. On
the Closing Date, Northwestern Mutual shall make the Xxxxxx Ranch Loan to
AHTexas secured by a satisfactory first lien on the Xxxxxx Ranch Property
and a satisfactory second lien on the Company Property, all in accordance
with the Xxxxxx Ranch Loan Commitment dated as of September 30, 2003 and
the related Loan Documents.
PART E: XXXXXX RANCH MEZZANINE LOAN & RELATED LOAN DOCUMENTS
Documents and Other Requirements Necessary for the Xxxxxx Ranch Mezzanine
Loan. On the Closing Date, the Company shall make the Xxxxxx Ranch
Mezzanine Loan to AHTexas secured by a satisfactory second lien on the
Xxxxxx Ranch Property, all in accordance with the Xxxxxx Ranch Mezzanine
Loan Commitment dated as of September 30, 2003 and the related Loan
Documents.
PART F: ACQUISITION OF SOUTHFIELD PROPERTY
Acquisition of the Southfield Property. The Purchase Price for the
Southfield Property as well as the related Closing Costs for the acquisition of
the Southfield Property shall be paid in accordance with the Southfield Purchase
Agreement.
PART G: ACQUISITION OF DEVONSHIRE PROPERTY
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Acquisition of the Devonshire Property. The Purchase Price for the
Devonshire Property as well as the related Closing Costs for the acquisition of
the Devonshire Property shall be paid in accordance with the Devonshire Purchase
Agreement.
PART H: REPRESENTATIONS AND WARRANTIES
1. Northwestern Mutual Representations and Warranties. Northwestern
Mutual represents and warrants to the other parties hereto and agrees that, as
of the Closing, Northwestern Mutual shall be deemed to represent and warrant the
following:
(a) Northwestern Mutual has all necessary power and authority to
enter into this Agreement and to consummate the transaction contemplated herein.
(b) No other proceeding or action on the part of Northwestern
Mutual is necessary to authorize this Agreement or the performance by
Northwestern Mutual of its obligations hereunder. This Agreement constitutes a
legal, valid, and binding obligation of Northwestern Mutual, enforceable against
Northwestern Mutual in accordance with its terms.
(c) No agreement, indenture, note, or other instrument binding on
Company contains any provision prohibiting Northwestern Mutual from performing
its obligations under this Agreement and the instruments executed and delivered
pursuant to this Agreement.
(d) There are no notices, approvals, actions, or consents required
of any creditor of Northwestern Mutual, governmental authority, court, or any
other person in order for Northwestern Mutual to effect the transactions
contemplated hereby.
The representations and warranties of this Section shall survive the
Closing.
2. A. Company Representations and Warranties. The Company represents and
warrants to the other parties hereto and agrees that, as of the Closing, the
Company shall be deemed to represent and warrant the following:
(a) Company has all necessary power and authority to enter into
this Agreement and to consummate the transaction contemplated herein.
(b) No other proceeding or action on the part of Company is
necessary to authorize this Agreement or the performance by Company of its
obligations hereunder.
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This Agreement constitutes a legal, valid, and binding obligation of Company,
enforceable in accordance with its terms.
(c) No agreement, indenture, note, or other instrument binding on
Company contains any provision prohibiting Company from performing its
obligations under this Agreement and the instruments executed and delivered
pursuant to this Agreement.
(d) There are no notices, approvals, actions, or consents required
of any creditor of Company, governmental authority, court, or any other person
in order for Company to effect the transactions contemplated hereby.
The representations and warranties of this Section shall survive the
Closing.
3. AHMI Representations and Warranties. AHMI represents and warrants to
the other parties hereto and agrees that, as of the Closing, AHMI shall be
deemed to represent and warrant the following:
(a) AHMI has all necessary power and authority to enter into this
Agreement and to consummate the transaction contemplated herein.
(c) No other proceeding or action on the part of AHMI is necessary
to authorize this Agreement or the performance by AHMI of its obligations
hereunder. This Agreement constitutes a legal, valid, and binding obligation of
AHMI, enforceable against AHMI in accordance with its terms.
(c) No agreement, indenture, note, or other instrument binding on
AHMI contains any provision prohibiting AHMI from performing its obligations
under this Agreement and the instruments executed and delivered pursuant to this
Agreement.
(d) There are no notices, approvals, actions, or consents required
of any creditor of AHMI, governmental authority, court, or any other person in
order for AHMI to effect the transactions contemplated hereby.
The representations and warranties of this Section shall survive the Closing.
4. AHPA Representations and Warranties. AHPA represents and warrants to
the other parties hereto and agrees that, as of the Closing, AHPA shall be
deemed to represent and warrant the following:
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(a) AHPA has all necessary power and authority to enter into this
Agreement and to consummate the transaction contemplated herein.
(b) No other proceeding or action on the part of AHPA is necessary
to authorize this Agreement or the performance by AHPA of its obligations
hereunder. This Agreement constitutes a legal, valid, and binding obligation of
AHPA, enforceable against AHPA in accordance with its terms.
(c) No agreement, indenture, note, or other instrument binding on
Company contains any provision prohibiting Company from performing its
obligations under this Agreement and the instruments executed and delivered
pursuant to this Agreement.
(d) There are no notices, approvals, actions, or consents required
of any creditor of Company, governmental authority, court, or any other person
in order for Company to effect the transactions contemplated hereby.
The representations and warranties of this Section shall survive the Closing.
5. AHTexas Representations and Warranties. AHTexas represents and
warrants to the other parties hereto and agrees that, as of the Closing, AHTexas
shall be deemed to represent and warrant the following:
(a) AHTexas has all necessary power and authority to enter into
this Agreement and to consummate the transaction contemplated herein.
(b) No other proceeding or action on the part of AHTexas is
necessary to authorize this Agreement or the performance by AHTexas of its
obligations hereunder. This Agreement constitutes a legal, valid, and binding
obligation of AHTexas, enforceable against AHTexas in accordance with its terms.
(c) No agreement, indenture, note, or other instrument binding on
AHTexas contains any provision prohibiting AHTexas from performing its
obligations under this Agreement and the instruments executed and delivered
pursuant to this Agreement.
(d) There are no notices, approvals, actions, or consents required
of any creditor of AHTexas, governmental authority, court, or any other person
in order for AHTexas to effect the transactions contemplated hereby.
The representations and warranties of this Section shall survive the Closing.
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6. Brookdale Parent. Brookdale Parent represents and warrants to the
other parties hereto and agrees that, as of the Closing, Brookdale Parent shall
be deemed to represent and warrant the following:
(a) Brookdale Parent has all necessary power and authority to
enter into this Agreement and to consummate the transaction contemplated herein.
(b) No other proceeding or action on the part of Brookdale Parent
is necessary to authorize this Agreement or the performance by Brookdale Parent
of its obligations hereunder. This Agreement constitutes a legal, valid, and
binding obligation of Brookdale Parent, enforceable against Brookdale Parent in
accordance with its terms.
(c) No agreement, indenture, note, or other instrument binding on
Brookdale Parent contains any provision prohibiting Brookdale Parent from
performing its obligations under this Agreement and the instruments executed and
delivered pursuant to this Agreement.
(d) There are no notices, approvals, actions, or consents required
of any creditor of Brookdale Parent, governmental authority, court, or any other
person in order for Brookdale Parent to effect the transactions contemplated
hereby.
The representations and warranties of this Section shall survive the Closing.
PART I: PULL BACK CLAUSE
1. Pull Back Clause. It is the intention of the parties to this
Agreement that all of the transactions contemplated under the terms of this
Agreement and under the definition of "Closing" will, in fact, occur. In the
event, that there is a transaction (or a portion of a transaction) under this
Agreement that fails to close for any reason in accordance with the terms and
conditions hereof, then and in such event the parties to this Agreement hereby
agree that this Agreement, together with all closing documents deposited into
escrow or otherwise entered into in connection herewith, shall become null, void
and have no effect. In the event this provision takes effect and all funds
previously released by Northwestern Mutual pursuant to the terms of this
Agreement and the related documents shall be immediately refunded to
Northwestern Mutual in full.
PART J: MISCELLANEOUS
1. Successors and Assigns; Not Assignable. The provisions of this
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the parties and their
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respective successors and permitted assigns. This Agreement shall not be
assignable by any party.
2. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Wisconsin (without reference to
conflicts of law principles).
3. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original.
4. Amendments. This Agreement may be amended only by a writing duly
executed by each of the parties hereto.
5. Severability. If any provision of this Agreement or the application
thereof to any person or entity or circumstance shall, for any reason and to any
extent, be invalid or unenforceable, the remainder of this Agreement and the
application of such provision to other persons or entities or circumstances
shall not be affected thereby, but rather shall be enforced to the greatest
extent permitted by law.
6. Headings. Headings contained in this Agreement are solely for
convenience of reference and shall not affect the meaning or interpretation of
this Agreement or any term or provision hereof.
7. Authority. Each party hereto represents and warrants that it has the
power and authority to execute and deliver this Agreement and perform its
obligations hereunder.
8. Survival. This Agreement and the agreements, representations and
warranties of each party hereto shall survive the Closing.
9. In General. This Agreement, together with the agreements and
documents referred to or provided for herein, is intended by the parties hereto
as a final expression of their agreement and understanding concerning the
subject matter hereof. Each party acknowledges that it has formed its own
judgment as the prospects of future profitability of the Property. This
Agreement supersedes all prior negotiations, proposals, and agreements with
respect to the subject matter hereof.
10. No Additional Rights. Nothing in this Agreement, whether expressed
or implied, is intended to confer any right or remedies on any persons other
than the parties hereto and their respective successors and assigns.
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11. Defined Terms. All capitalized terms not otherwise defined herein
shall have the meaning ascribed to them in the Company Agreement.
12. Legal Fees. In the event any party initiates litigation to interpret
or enforce this Agreement, the prevailing party shall recover its reasonable
attorney's fees, consultant fees, expert witness fees and court costs.
13. Notices. Any notice which may be required or permitted to be given
hereunder shall be deemed given, if:
(a) sent by facsimile transmission with telephone confirmation of
receipt, followed by deposit in the United States mail, or
(b) sent by nationally recognized overnight courier service, or
(c) delivered personally,
in each case addressed to the parties hereto as follows:
If to Northwestern Mutual: The Northwestern Mutual Life Insurance Company
c/o Northwestern Investment Management Company
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Managing Director - Asset Management JV
333313
with a copy to: The Northwestern Mutual Life Insurance Company
c/o Northwestern Investment Management Company
000 Xxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Attention: Regional Manager JV 333313
with a copy to: The Northwestern Mutual Life Insurance Company
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx, Law Department JV 333313
If to Company: c/o Brookdale Living Communities, Inc.
000 X. Xxxxxx Xxxxxx
00
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: R. Xxxxxxx Xxxxx
With copy to: Brookdale Living Communities, Inc.
000 X. Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx
If to AHMI c/o Brookdale Living Communities, Inc.
000 X. Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: R. Xxxxxxx Xxxxx
With copy to: Brookdale Living Communities, Inc.
000 X. Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx
If to AHPA: c/o Brookdale Living Communities, Inc.
000 X. Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: R. Xxxxxxx Xxxxx
With copy to: Brookdale Living Communities, Inc.
000 X. Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx
If to Brookdale Parent: c/o Brookdale Living Communities, Inc.
000 X. Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: R. Xxxxxxx Xxxxx
With copy to: Brookdale Living Communities, Inc.
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000 X. Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx
If to AHTEXAS: c/o Brookdale Living Communities, Inc.
000 X. Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: R. Xxxxxxx Xxxxx
With copy to: Brookdale Living Communities, Inc.
000 X. Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx
Any time period following notice shall commence on the date of such
delivery. Rejection or other refusal to accept or inability to deliver because
of change of address as to which no notice has been given shall constitute
receipt of any such notice, demand or request. All payments to be made pursuant
hereto to any party shall be made at the addresses for notices to such Member in
accordance with this Section, unless otherwise specifically instructed.
14. Operation of the Southfield Property. The Company and AHMI agree
that the Southfield Property shall continue to be operated in the same manner
through the Closing Date as it has in the past.
15. Operation of the Devonshire Property. The Company and AHPA agree
that the Devonshire Property shall continue to be operated in the same manner
through the Closing Date as it has in the past.
PART K: CONDITIONS TO CLOSING.
1. Conditions to Closing. The obligation of the parties hereto to
consummate the transactions contemplated by this Agreement is subject to the
reasonable satisfaction at or before the Closing Date of the following condition
and obligation:
a. As to the parties hereto, each shall have deposited in Escrow
the documents required for the closing, duly executed and (where necessary)
acknowledged and in recordable form, all as specified in this Agreement or other
documents referenced herein;
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b. As to the parties hereto the representations and warranties
made by each of the parties hereto in this Agreement shall be true and correct
at and as of the Closing Date, and shall have been true and correct at and as of
the date of this Agreement.
c. Closing. As soon as the parties have deposited all items
required into Escrow, together with closing instructions, and upon satisfaction
of all applicable conditions precedent to closing, the Escrow agent shall cause
the transactions contemplated herein to be consummated (the "CLOSING") in
accordance with the terms hereof and in the order specified below:
d. Wire Transfer. The amounts payable (as shown on the Closing
Statement) shall be payable pursuant to Northwestern Mutual's written closing
instructions. Provided, however, if in the opinion of the Escrow holder such
wire transfer cannot be initiated by Escrow holder on or before 3:00 p.m.
Central Time on the Closing Date, said Closing shall be consummated on the next
business day, but the net sales proceeds shall be reinvested in an overnight,
interest-bearing account, with the highest possible yield (with any charge
therefor imposed by Escrow to be borne by Northwestern Mutual) and such net
sales proceeds plus the overnight interest shall be disbursed the next
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business day along with the delivery of the closing documents, but the parties
hereto shall not be released from their obligations hereunder.
IN WITNESS WHEREOF, the parties have executed this Master Agreement as of
the day and year first above written.
COMPANY:
BROOKDALE SENIOR HOUSING, LLC, A DELAWARE
LIMITED LIABILITY COMPANY
BY: THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY, a Wisconsin
corporation
By: /s/ Xxxx X. Xxxxxx
------------------------------
Name: Xxxx X. Xxxxxx
Its: Attorney-in-Fact
BY: AH MICHIGAN OWNER LIMITED
PARTNERSHIP, an Ohio limited
partnership, a member
By: AH Michigan CGP, Inc., an
Ohio corporation, its sole
general partner
By: /s/ R. Xxxxxxx Xxxxx
----------------------
R. Xxxxxxx Xxxxx
Its Vice President
(SIGNATURES CONTINUED ON NEXT PAGE)
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(SIGNATURES CONTINUED FROM PREVIOUS PAGE)
BY: AH PENNSYLVANIA OWNER LIMITED
PARTNERSHIP, an Ohio limited
partnership, a member
By: AH Pennsylvania CGP, Inc., an
Ohio corporation, its sole
general partner
By: /s/ R. Xxxxxxx Xxxxx
--------------------------
R. Xxxxxxx Xxxxx
Its Vice President
NORTHWESTERN MUTUAL:
THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY, a Wisconsin corporation
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
Its: Attorney-in-Fact
AHMI:
AH MICHIGAN OWNER LIMITED PARTNERSHIP, an
Ohio limited partnership
By: AH Michigan CGP, Inc., an Ohio
corporation, its sole general
partner
By: /s/ R. Xxxxxxx Xxxxx
-----------------------------
R. Xxxxxxx Xxxxx
Its Vice President
(SIGNATURES CONTINUED ON NEXT PAGE)
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(SIGNATURES CONTINUED FROM PREVIOUS PAGE)
AHMI:
AH PENNSYLVANIA OWNER LIMITED PARTNERSHIP,
an Ohio limited partnership
By: AH Pennsylvania CGP, Inc., an
Ohio corporation, its sole
general partner
By: /s/ R. Xxxxxxx Xxxxx
---------------------------
R. Xxxxxxx Xxxxx
Its Vice President
AHTEXAS:
AH TEXAS OWNER LIMITED PARTNERSHIP, an Ohio
limited partnership
By: AH Texas CGP, Inc., an Ohio
corporation, its sole general
partner
By: /s/ R. Xxxxxxx Xxxxx
---------------------------
R. Xxxxxxx Xxxxx
Its Vice President
BROOKDALE PARENT:
BROOKDALE LIVING COMMUNITIES, INC., a
Delaware corporation
By: /s/ R. Xxxxxxx Xxxxx
---------------------------------------
R. Xxxxxxx Xxxxx
Its Executive Vice President, Chief
Financial Officer and Treasurer
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