EXHIBIT 4.11
EIGHTH AMENDMENT TO CREDIT AGREEMENT
THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of February 10, 2003 (the "Eighth Amendment Effective Date"), is by and among
CORRPRO COMPANIES, INC., an Ohio corporation (the "Company"), CSI COATING
SYSTEMS INC. (the "Canadian Borrower" and, together with the Company, the
"Borrowers"), the lenders set forth on the signature pages hereof (collectively,
the "Lenders") and BANK ONE, NA, with its main office in Chicago, Illinois, and
successor by merger to Bank One, Michigan, as agent for the Lenders (in such
capacity, the "Agent").
RECITALS
A. The Borrowers, the Agent and the Lenders are parties to an
Amended and Restated Credit Agreement dated as of June 9, 2000 (as now and
hereafter amended, the "Credit Agreement"), pursuant to which the Lenders
agreed, subject to the terms and conditions thereof, to extend credit to the
Borrowers.
B. The Credit Agreement was amended by a First Amendment to
Credit Agreement dated as of October 19, 2000, a Second Amendment to Credit
Agreement dated as of June 29, 2001, a Third Amendment to Credit Agreement dated
as of August 10, 2001, a Fourth Amendment to Credit Agreement dated as of
November 12, 2001, a Fifth Amendment to Credit Agreement dated as of February
12, 2002, a Sixth Amendment to Credit Agreement dated as of August 15, 2002 and
a Seventh Amendment to Credit Agreement dated as of November 1, 2002, each among
the Borrowers, the Lenders and the Agent (collectively, the "Prior Amendments").
The Credit Agreement (as modified by the Prior Amendments), all promissory notes
executed by either Borrower in favor of the Agent and/or the Lenders, and any
and all of the Collateral Documents executed by any Loan Party (including
without limitation all Security Agreements, Mortgages, Guaranties, pledges of
stock and other instruments, documents or agreements of any kind evidencing or
securing the indebtedness of either Borrower in favor of the Lenders) are
sometimes referred to collectively as the "Loan Documents."
C. Pursuant to the terms of the Prior Amendments, the parties
agreed to modify certain terms and conditions of the extension of credit to the
Borrowers. In particular, each of the Prior Amendments addressed certain events
of default that had occurred under the Loan Documents and established certain
restructuring covenants and conditions under which the Borrowers and their
advisors would be permitted to develop and implement a business improvement and
financial restructuring plan.
D. The credit extended to the Borrowers under the Credit
Agreement (as modified by the Prior Amendments) includes a commitment to issue
certain Facility Letters of Credit. The Borrowers have requested that the Agent
and the Lenders modify certain terms and conditions under which such Facility
Letters of Credit may be issued. The modifications requested by the Borrowers
will not change in any manner the modifications addressed in any of the Prior
Amendments or impair any rights or remedies in favor of the Lenders or the Agent
as established in any of the Prior Amendments. Without limiting the generality
of the preceding sentence, the Borrowers acknowledge that the "Improvement
Period" granted to the Borrowers under the Prior Amendments expired on January
31, 2003, and that nothing contained in this Amendment is intended to address
the effect of such expiration or impair any obligations, rights or remedies that
may exist under the terms and conditions set forth in the Prior Amendments.
E. Based upon the foregoing recitals, and without waiving any
existing or future rights or remedies which the Agent and/or the Lenders may
have against the Borrowers or any Guarantor, the Agent and the Lenders are
willing to amend the terms of the Credit Agreement (as modified by the Prior
Amendments) under the terms and conditions expressly set forth herein.
TERMS
In consideration of the premises and of the mutual agreements herein
contained, the parties agree as follows:
ARTICLE 1.
AMENDMENTS
Effective as of the Eighth Amendment Effective Date, the Credit Agreement shall
be amended as follows:
1.1 The definition of "Facility LC Collateral Account" in Section
1.1 of the Credit Agreement is restated in its entirety as follows:
"Facility LC Collateral Account" is defined in Section 2.15.7.
1.2 A new definition of "Eighth Amendment Effective Date" is added
to Section 1.1 of the Credit Agreement in appropriate alphabetical order,
stating as follows:
"Eighth Amendment Effective Date" shall mean February 10,
2003.
1.3 Subparagraph (b) of Section 2.15.2 of the Credit Agreement is
amended and restated in its entirety as follows:
(b) the requested Facility Letter of Credit has an
expiration date not later than one year after the date of
issuance of such Facility Letter of Credit.
1.4 Subparagraph (a) of Section 2.15.3 of the Credit Agreement is
amended and restated in its entirety as follows:
(a) The applicable Borrower shall give the LC
Issuer and the Agent two Business Days' prior
written notice of any requested issuance of a
Facility Letter of Credit under this Agreement
(except that, in lieu of such written notice, a
Borrower may give the LC Issuer (i) notice of such
request by tested telex or other tested arrangement
satisfactory to the LC Issuer or (ii) telephonic
notice of such request if confirmed in writing by
delivery to the LC Issuer (A) immediately (x) of a
telecopy of the written notice required hereunder
which has been signed by an Authorized Officer of
such Borrower or (y) of a telex containing all
information required to be contained in such written
notice and (B) promptly (but in no event later than
the requested time of issuance) of a copy of the
written notice required hereunder containing the
original signature of an Authorized Officer of such
Borrower); such notice shall be irrevocable
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and shall specify the stated amount and Canadian or
U.S. Dollars of the Facility Letter of Credit
requested, the effective date (which day shall be a
Business Day) of issuance of such requested Facility
Letter of Credit, the date on which such requested
Facility Letter of Credit is to expire (which date
shall be a Business Day and shall in no event be
later than one year after the date of issuance of
such Facility Letter of Credit), the purpose for
which such Facility Letter of Credit is to be
issued, and the Person for whose benefit the
requested Facility Letter of Credit is to be issued.
The Agent shall give notice to each applicable
Lender of the issuance of each Facility Letter of
Credit reasonably promptly after such Facility
Letter of Credit is issued. At the time such request
is made, the requesting Borrower shall also provide
the applicable LC Issuer with a copy of the form of
the Facility Letter of Credit it is requesting be
issued. Such notice, to be effective, must be
received by the LC Issuer not later than 2:00 p.m.
(local time) or the time agreed upon by the LC
Issuer and such Borrower on the last Business Day on
which notice can be given under this Section 2.15.3.
1.5 Section 2.15.7 of the Credit Agreement is amended and restated
in its entirety as follows:
Letter of Credit Collateral Account. Each Borrower
hereby agrees that it will, until the final
expiration date of any Facility Letter of Credit and
thereafter as long as any amount is payable to the
Lenders in respect of any Facility Letter of Credit,
maintain a special collateral account (the "Letter
of Credit Collateral Account") at the Agent's office
at the address specified pursuant to Article XIV, in
the name of such Borrower but under the sole
dominion and control of the Agent, for the benefit
of the Lenders and in which such Borrower shall have
no interest other than as set forth in Section 8.1.
The Agent will invest any funds on deposit from time
to time in the Letter of Credit Collateral Account
in certificates of deposit of the Agent having a
maturity not exceeding 30 day If, on the fifth day
prior to the Facility Termination Date, any Facility
Letter of Credit is then outstanding, the Company
shall on such day pay to the Agent the Collateral
Shortfall Amount in immediately available funds, for
deposit into the Letter of Credit Collateral
Account. Except as set forth in the preceding
sentence, nothing in this Section 2.15.7 shall
either obligate the Agent to require any Borrower to
deposit any funds in the Letter of Credit Collateral
Account or limit the right of the Agent to release
any funds held in the Letter of Credit Collateral
Account other than as required by Section 8.1, and
the Borrower's obligations to deposit funds in the
Letter of Credit Collateral Account are limited to
the circumstances in the preceding sentence or as
required by Section 8.1 after the occurrence of a
Default and during the continuance thereof.
1.6 A new Section 7.13 is inserted in Article VII of the Credit
Agreement, stating as follows:
7.13 If, on the fifth day prior to the Facility
Termination Date, any Facility LC is then
outstanding, the Company shall fail on such day to
pay the Collateral Shortfall Amount to the Agent in
immediately available funds.
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ARTICLE 2.
REPRESENTATIONS
Each Borrower represents and warrants to the Agent and the Lenders
that:
2.1 The execution, delivery and performance by it of this
Amendment are within its powers, have been duly authorized by all necessary
action and are not in contravention with any law, rule or regulation, or any
judgment, decree, writ, injunction, order or award of any arbitrator, court or
governmental authority, of the terms of its Articles of Incorporation or
By-laws, or any contract or undertaking to which it is a party or by which it or
its property is or may be bound.
2.2 This Amendment is its legal, valid and binding obligation,
enforceable against it in accordance with the terms hereof.
2.3 No consent, approval or authorization of or declaration,
registration or filing with any governmental authority or any nongovernmental
person or entity, including, without limitation, any of its creditors or
stockholders, is required on its part in connection with the execution, delivery
and performance of this Amendment or as a condition to the legality, validity or
enforceability of this Amendment.
2.4 After giving effect to the amendments herein contained, the
representations and warranties contained in Article V of the Credit Agreement
are true on and as of the date hereof with the same force and effect as if made
on and as of the date hereof.
ARTICLE 3.
ADDITIONAL COVENANTS OF THE BORROWERS
Each Borrower shall:
3.1 Promptly perform and observe its respective obligations set
forth in this Amendment.
3.2 Cause each of the Guarantors to execute the Consent and
Agreement at the end of this Amendment.
3.3 Promptly execute and deliver, and cause each Guarantor to
execute and deliver, such other documents as the Agent or the Lenders may
reasonably request.
ARTICLE 4.
MISCELLANEOUS.
4.1 Affirmation of Recitals. The Borrowers and the Guarantors
hereby acknowledge and affirm the accuracy of the recitals set forth at the
beginning of this Amendment.
4.2 Cross References. References in the Credit Agreement or in any
note, certificate, instrument or other document to the "Credit Agreement" shall
be deemed to be references to the Credit Agreement as amended hereby and as
further amended from time to time.
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4.3 Expenses and Costs. Each Borrower, jointly and severally,
agrees to pay and to save the Agent and the Lenders harmless for the payment of
all fees, out-of-pocket disbursements, and other costs and expenses incurred by
or on behalf of the Agent or any Lender arising in any way in connection with
this Amendment, or any other document relating to indebtedness described in the
recitals to this Amendment, including the fees and expenses of Xxxxxxxxx Xxxxxx
PLLC, counsel to the Agent, and AlixPartners, LLC, consultant to the Agent, and
specifically including, without limitation, (a) the cost of any financial audit
or inquiry conducted by the Agent, any Lender or their consultants, (b) the fees
and expenses of counsel for the Agent or any Lender for the work performed as a
result of the Borrowers' defaults or financial problems, and for the
preparation, examination and approval of this Amendment or any documents in
connection with this Amendment, (c) for the payment of all fees and
out-of-pocket disbursements incurred by the Agent or any Lender, including
attorneys' fees, in any way arising from or in connection with any action taken
by the Agent or any Lender to monitor, advise, enforce or collect the
obligations described in the recitals hereto or to enforce any obligations of
the Borrowers or any Guarantor under this Amendment or the other documents
referred to herein, including any actions to lift the automatic stay or to
otherwise in any way participate in any bankruptcy, reorganization or insolvency
proceeding of any Borrower or Guarantor or in any trial or appellate
proceedings, and (d) any expenses or fees (including attorneys' fees) incurred
in relation to or in defense of any litigation instituted by any Borrower, any
Guarantor or any third party against the Agent or any Lender arising from or
relating to the obligations described in the recitals hereto or this Amendment,
including any so-called "lender liability" action. All of these expenses and
fees (including attorneys' fees) shall be part of the Obligations owing under
the Credit Agreement, and shall be secured by all of the collateral described in
the Collateral Documents. In the event the Borrowers fail to pay any such fees,
expenses and costs within five (5) days of being invoiced therefor, the Agent or
the Lenders, as the case may be, shall be permitted to charge the accounts of
any Borrower for such fees, expenses and costs, without prejudice to any other
rights or remedies of the Agent or the Lenders. The rights and remedies of the
Agent and the Lenders contained in this paragraph shall be in addition to, and
not in lieu of, the rights and remedies contained in the Credit Agreement, the
Collateral Documents and as otherwise provided by law.
4.4 Reservation of Rights; No Waiver by Conduct. Nothing herein
shall be deemed to constitute a waiver of any new Unmatured Defaults or Defaults
of any other provision of any of the documents referred to herein, and nothing
herein shall in any way prejudice the rights and remedies of the Agent and/or
the Lenders under any of the documents referred to herein or applicable law.
Further, the Agent and the Lenders shall have the right to waive any conditions
set forth in this Amendment and/or such documents, in their sole discretion, and
any such waiver shall not prejudice, waive or reduce any other right or remedy
which the Agent or the Lenders may have against the Borrowers or the Guarantors.
No waiver of the rights or any condition of this Amendment and/or any other
document by the Agent or the Lenders shall be effective unless the same shall be
contained in a writing signed by authorized representatives of the Agent or the
Lenders, as the case may be, in the manner required by Section 8.2 of the Credit
Agreement. No course of dealing on the part of the Agent or the Lenders, nor any
delay or failure on the part of the Agent or the Lenders in exercising any
right, power or privilege hereunder shall operate as a waiver of such right,
power or privilege, nor shall any single or partial exercise thereof preclude
any further exercise thereof or the exercise of any other right, power or
privilege. The modifications set forth herein with respect to Facility LCs will
not change in any manner the modifications addressed in any of the Prior
Amendments or impair any rights or remedies in favor of the Lenders or the Agent
as established in any of the Prior Amendments. Without limiting the generality
of the preceding sentence, the Borrowers acknowledge that the "Improvement
Period" granted to the Borrowers under the Prior Amendments expired on January
31, 2003, and that nothing contained in this Amendment is intended to address
the effect of such expiration or impair any obligations, rights or remedies that
may exist under the terms and conditions set forth in the Prior Amendments.
4.5 Release. Each Borrower and each Guarantor represents and
warrants that it is not aware of any claims or causes of action against the
Agent or any Lender, any participant lender or any of their
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successors or assigns, and that it has no defenses, offsets or counterclaims
with respect to the indebtedness owed by the Borrowers to the Lenders.
Notwithstanding this representation and as further consideration for the
agreements and understandings herein, the Borrowers and Guarantors, on behalf of
themselves and their respective employees, agents, executors, heirs, successors
and assigns, hereby release the Agent and the Lenders, their respective
predecessors, officers, directors, employees, agents, attorneys, affiliates,
subsidiaries, successors and assigns, from any liability, claim, right or cause
of action which now exists or hereafter arises as a result of acts, omissions or
events occurring on or prior to the date hereof, whether known or unknown,
including but not limited to claims arising from or in any way related to the
Credit Agreement or the business relationship among the Borrowers, the
Guarantors, the Agent and the Lenders.
4.6 Performance by Lenders and Agent; No Agency; Borrowers Remain
in Control. Each Borrower and each Guarantor acknowledges and agrees that the
Agent and the Lenders have fully performed all of their obligations under the
Credit Agreement and all documents executed in connection with the Credit
Agreement, and that all actions taken by the Agent and the Lenders are
reasonable and appropriate under the circumstances and within their rights under
the Credit Agreement and all other documents executed in connection therewith
and otherwise available. Nothing contained in this Amendment shall be deemed to
create a partnership, joint venture or agency relationship of any nature among
the Borrowers and the Lenders or the Agent. The Borrowers, the Guarantors, the
Agent and the Lenders agree that notwithstanding the provisions of this
Amendment, each Borrower remains in control of its business operations and
determines the business plans (including employment, management and operating
directions) for its business.
4.7 Entire Agreement; Severability. The Credit Agreement, as
previously amended and as amended by this Amendment, constitutes the entire
understanding of the parties with respect to the subject matter hereof and may
only be modified or amended by a writing signed by the party to be charged. If
any provision of this Amendment is in conflict with any applicable statute or
rule of law or otherwise unenforceable, such offending provision shall be null
and void only to the extent of such conflict or unenforceability, but shall be
deemed separate from and shall not invalidate any other provision of this
Amendment.
4.8 Ratification. The Borrowers agree that the Credit Agreement,
the Collateral Documents and all other documents and agreements executed by the
Borrowers or the Guarantors in connection with the Credit Agreement in favor of
the Agent, the Collateral Agent or any Lender are ratified and confirmed and
shall remain in full force and effect as amended hereby, and that there is no
set off, counterclaim or defense with respect to any of the foregoing. Terms
used but not defined herein shall have the respective meanings ascribed thereto
in the Credit Agreement.
4.9 Counterparts; Effectiveness. This Amendment may be executed in
any number of counterparts with the same effect as if the signatures thereto and
hereto were upon the same instrument. Facsimile copies of signatures shall be
treated as original signatures for all purposes under this Amendment. This
Amendment shall become effective as of February 10, 2003 when each of the
following has been satisfied:
(a) Receipt by the Agent of counterparts of this Amendment duly
executed by each Borrower and each Lender, and counterparts of the Consent and
Agreement annexed hereto duly executed by each Guarantor.
(b) With respect to any interest, fees or other charges previously
required to be paid by either Borrower under the terms of any waiver letter,
extension letter, amendment or other agreement, receipt by the Agent of full
payment of such interest, fees or other charges.
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(c) Receipt by the Agent of copies, certified by the Secretary or
Assistant Secretary of each Borrower and each Guarantor, of its Board of
Directors' resolutions and of resolutions or actions of any other body
authorizing the execution of this Amendment and all Collateral Documents to be
executed in connection herewith to which such Borrower or such Guarantor, as
applicable, is a party.
(d) Receipt by the Agent of an incumbency certificate, executed by the
Secretary or Assistant Secretary of each Borrower and each Guarantor, which
shall identify by name and title and bear the signatures of the Authorized
Officers and any other officers of each Borrower and each Guarantor authorized
to sign this Amendment and all Collateral Documents to be executed in connection
herewith to which each Borrower and each Guarantor is a party, upon which
certificate the Agent and the Lenders shall be entitled to rely until informed
of any change in writing by such Borrower and such Guarantor.
(e) Receipt by the Agent of a written opinion of the general counsel of
the Borrowers and the Guarantors, addressed to the Agent and Lenders and in form
and substance satisfactory to the Agent.
(f) Delivery of such other agreements and documents, and the
satisfaction of such other conditions as may be reasonably required by the
Agent, including without limitation a solvency certificate of each Borrower, and
such evidence of the perfection and priority of all liens and security interests
as required by the Agent, all of which shall be satisfactory to the Agent and
its counsel to the extent required by the Agent.
4.10 Other Documents. Each Borrower and each Guarantor agrees to
execute and deliver any and all documents reasonably deemed necessary or
appropriate by the Agent or the Lenders to carry out the intent of and/or to
implement this Amendment.
4.11 Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Michigan without giving
effect to choice of law principles of such State.
4.12 Miscellaneous. This Amendment is made for the sole benefit and
protection of the Borrowers, the Agent and the Lenders and their respective
successors and permitted assigns (provided that the Borrowers shall not be
permitted, absent the prior written consent of all of the Lenders, to assign any
of their respective rights or obligations under this Amendment). No other person
or entity shall have any rights whatsoever under this Amendment. Time shall be
of the strictest essence in the performance of each and every one of the
Borrowers' obligations hereunder.
4.13 Construction. This Amendment shall not be construed more
strictly against the Lenders or the Agent merely by virtue of the fact that the
same has been prepared by the Lenders and the Agent or their counsel, it being
recognized that the Borrowers, the Guarantors, the Agent and the Lenders have
contributed substantially and materially to the preparation of this Amendment,
and each of the parties hereto waives any claim contesting the existence and the
adequacy of the consideration given by any of the other parties hereto in
entering into this Amendment.
4.14 Headings. The headings of the various paragraphs in this
Amendment are for convenience of reference only and shall not be deemed to
modify or restrict the terms or provisions hereof.
4.15 Waiver of Jury Trial; Consent to Jurisdiction. (a) The
Borrowers, each Guarantor, each Lender and the Agent hereby specifically
ratifies and confirms the waiver of jury trial set forth in Section 16.2 of the
Credit Agreement. Without limiting the generality of the preceding ratification
and confirmation, the Borrowers, each Guarantor, each Lender and the Agent,
after consulting or having had the opportunity to consult with counsel,
knowingly, voluntarily and intentionally waives any right any of
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them may have to a trial by jury in any litigation or proceeding based upon or
arising out of this Amendment or any related instrument or agreement or any of
the transactions contemplated by this Amendment or any conduct, dealing,
statements (whether oral or written) or actions of any of them. None of the
Borrowers, the Guarantors, the Lenders or the Agent shall seek to consolidate,
by counterclaim or otherwise, any such action in which a jury trial has been
waived with any other action in which a jury trial cannot be or has not been
waived. These provisions shall not be deemed to have been modified in any
respect or relinquished by any party hereto except by a written instrument
executed by such party.
(b) Each Borrower and each Guarantor agrees that any legal action
or proceeding with respect to this Amendment or any related instrument or
agreement, including the Credit Agreement as previously amended and as amended
hereby, or with respect to the transactions contemplated hereby, may be brought
in any court of the State of Michigan, sitting in or having jurisdiction over
the County of Wayne, Michigan, or in any federal court located within the
Eastern District of Michigan, and Borrowers and Guarantors hereby submit to and
accept generally and unconditionally the non-exclusive jurisdiction of those
courts with respect to their person and property and irrevocably consent to
service of process in connection with any such action or proceeding by mailing
such service of process (certified or registered, if capable of certification or
registration) to Borrowers and/or Guarantors at the address they may have from
time to time provided to the Agent. Borrowers and Guarantors hereby irrevocably
waive any objection based upon jurisdiction, improper venue or forum non
conveniens in any such suit or proceeding in the above-described courts. Nothing
contained herein shall limit the right of the Agent or the Lenders to serve
process in any other manner permitted by law or limit the right of the Agent or
the Lenders to commence any such action or proceeding in the courts of any other
jurisdiction. Any judicial proceeding by any Borrower or any Guarantor against
the Agent or any Lender involving this Amendment shall be brought only in a
court in Xxxxx County, Michigan or federal court located within the Eastern
District of Michigan.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered as of the date and year first above written.
CORRPRO COMPANIES, INC.
By: /s/ Xxxxxx X. Xxx
-------------------------------------
Title: Chief Executive Officer,
President
CSI COATING SYSTEMS INC.
By: /s/ Xxxxxx X. Xxx
-------------------------------------
Title: Vice President
BANK ONE, NA, AS AGENT AND AS A LENDER
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Title: First Vice President
LINC ACQUISITION ONE LLC
By: /s/ Xxxxxx Xxxxxx
-------------------------------------
Title: Vice President
KEY BANK
By: /s/ Xxxx Xxxx
-------------------------------------
Title: Vice President
FIRSTMERIT BANK
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------------
Title: Senior Vice President
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COMERICA BANK
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Title: Vice President
FIFTH THIRD BANK (NORTHEASTERN OHIO)
By: /s/ Xxxxx XxXxxxx
--------------------------------------
Title: Commercial Banking Officer
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CONSENT AND AGREEMENT OF GUARANTORS
As of the date and year first above written, each of the undersigned
hereby:
(a) fully consents to the terms and provisions of the above
Amendment and the consummation of the transactions contemplated thereby and
agrees to all terms and provisions of the above Amendment applicable to it;
(b) agrees that each Guaranty, Collateral Document and all other
agreements executed by any of the undersigned in connection with the Credit
Agreement or otherwise in favor of the Agent or the Lenders (collectively, the
"Guarantor Documents") are hereby ratified and confirmed and shall remain in
full force and effect, and each of the undersigned acknowledges that it has no
setoff, counterclaim or defense with respect to any Guarantor Document; and
(c) acknowledges that its consent and agreement hereto is a
condition to the Lenders' obligation under this Amendment and it is in its
interest and to its financial benefit to execute this consent and agreement.
GOOD-ALL ELECTRIC, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Title: Vice President
BASS SOFTWARE, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Title: Vice President
CATHODIC PROTECTION SERVICES
COMPANY
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Title: Vice President
OCEAN CITY RESEARCH CORP.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Title: Vice President
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CCFC, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Title: Vice President
XXXXXXXX COSASCO SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Title: Vice Xxxxxxxxx
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