EXHIBIT 10.2
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (the "Agreement") is entered into this
12th day of December 1995, by CPC International Inc., a Delaware Corporation
(hereinafter "CPC"), and the Providence and Worcester Railroad Company, a Rhode
Island Corporation (hereinafter "P&W").
W I T N E S S E T H
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WHEREAS, CPC has alleged certain claims against P&W arising out of the
release of a hazardous substance as defined under the Comprehensive
Environmental Response, Compensation, and Liability Act 42 U.S.C.A. 9601 et seq.
("CERCLA") on property formerly owned by CPC's subsidiary company Xxxxxxxx
Puritan Inc. located in Cumberland, Rhode Island ("the Property") which the U.S.
Environmental Protection Agency (the "EPA") has designated as a portion of a
Superfund site and which includes the Property on the National Priority List
known as the Xxxxxxxx/Puritan Superfund Site (hereinafter "the Site") and has
further designated the area affected by this release as Operable Unit 1 ("OU-
1"); and
WHEREAS, the EPA has identified the solid and hazardous wastes,
substances, pollutants and contaminants within the CCL Remediation Area of OU-1
in that Record of Decision executed September 30, 1993 for OU-1 by Xxxx Xxxxxx,
Acting Regional Administrator (hereinafter the "Contamination"); and,
WHEREAS, as a result of the action by the EPA, CPC as an indemnitor of
the present owner of the Property which is the successor to Xxxxxxxx Puritan
Inc., has expended and will continue to expend considerable sums of money for
the remediation of the Property as directed by the EPA under certain
Administrative Orders and Consent Decree as from time to time modified by the
EPA (the"Work"); and
WHEREAS, P&W denies responsibility and liability for any of the claims
for which CPC seeks recovery; and
WHEREAS, CPC and P&W wish to settle the claims without any admissions
of liability and in order to avoid the expense and uncertainty of litigation:
NOW, THEREFORE, CPC and P&W, intending to be legally bound hereby and
in consideration of the foregoing and the mutual exchange of promises as recited
herein, as well as other good and valuable consideration, receipt of which is
hereby acknowledged, agree as follows:
1 . (a) In accordance with the terms and conditions of this Agreement
P&W shall issue and deliver to CPC an aggregate number of shares of P&W voting
common stock, $0.50 par value per share, (the "Initial CPC Shares") which, after
giving effect to the issuance and delivery thereof, represents five (5) percent
of
the issued and outstanding shares of such class (within the meaning of Section
13(d) of the Securities Exchange Act of 1934 (the "Exchange Act') and the rules
and regulations thereunder) (but in no event will the value attributed to the
Initial CPC Shares, as determined in accordance with Section 1(c) hereof, exceed
$990,000). The Initial CPC Shares shall be delivered in two installments, one
for approximately 50% of the Initial CPC Shares in December, 1995 (but no later
than December 31, 1995) and the second for approximately 50% of the Initial CPC
Shares in January, 1996 (but no later than January 6, 1996).
(b) On the earlier of (i) June 30, 1999 or (ii) the closing date of
any registered public offering by P&W of its own shares for its own account
(other than a registration relating to stock option plans or employee benefit
plans and similar plans) which, after giving pro forma effect to the closing
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thereof and CPC's acquisition of Additional CPC Shares (as defined below), would
not result in CPC being subjected to a reporting obligation under Section 13(d)
of the Exchange Act or any successor provision (the earlier of such dates is
hereinafter referred to as the "Deferred Payment Date"), P&W will pay to CPC
additional consideration (the "Additional Consideration") having a value,
expressed in dollar terms, equal to the difference (the "Difference") between
(A) $990,000 and (B) the value of the Initial CPC Shares (as determined in
accordance with Section 1 (c) hereof). The Additional Consideration shall be
paid, at the option of P&W, in the form of either (aa) cash in the amount of the
Difference, plus interest thereon at the rate of 8.75% per annum from the date
for delivery of the second installment of the Initial CPC Shares through the
date of such cash payment or (bb) the issuance and delivery to CPC of additional
shares of P&W voting common stock, $0.50 par value per share, (the "Additional
CPC Shares") having a value (as determined in accordance with Section. 1 (c)
hereof) equal to the Difference. Notwithstanding anything to the contrary
contained in this paragraph (b) of this Section 1: (A) if P&W elects to pay the
Additional Consideration in the form of Additional CPC Shares, and if by so
doing CPC would thereby be subjected to a reporting obligation under Section
13(d) of the Exchange Act or any successor provision, the issuance and delivery
of such portion of the Additional CPC Shares which would otherwise subject CPC
to such reporting obligation shall automatically, and without any action on the
part of CPC or P&W, be deferred until the first anniversary of the Deferred
Payment Date and (B) if P&W elects to pay the Additional Consideration in the
form of additional CPC Shares, and if between the date for delivery of the
second installment of the Initial CPC Shares and the date for delivery of the
Additional CPC Shares, P&W shall undergo or suffer a stock split, stock
dividend, combination of shares, recapitalization, merger, consolidation or
other reorganization, then the term "Additional CPC Shares" shall mean and refer
to, and CPC shall be entitled to receive, such securities or other consideration
as would have been received by CPC as a result of such stock split, stock
dividend, combination of shares, recapitalization, merger, consolidation or
other reorganization had it owned the Additional CPC Shares at the time thereof.
(c) For the purposes of this Section 1, the CPC Shares shall be deemed
to have a market value equal to the average of the last reported sale price per
share of
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P&W's common stock on the NASD National Market System over the thirty (30)
trading days next preceding: (i) in the case of any of the Initial CPC Shares,
the date of Delivery (as hereinafter defined) thereof and (ii) in the case of
any of the Additional CPC Shares, the date for Delivery of the second
installment of the Initial CPC Shares. The parties recognize [(i)] that the
share values so determined do not reflect the fact that the shares are
restricted and are otherwise not readily salable; and (ii) that delivery of a
portion of the Initial CPC Shares has been deferred as an accommodation to P&W.
The term "Delivery", with respect to any CPC Shares, shall mean the date on
which P&W issues direction to its transfer agent to issue such CPC Shares.
(d) As used in this Agreement, the term "CPC Shares" shall mean and
refer to both the Initial CPC Shares and the Additional CPC Shares.
(e) In connection with the issuance and sale of the CPC Shares, P&W
shall deliver to CPC stock certificates registered in the name of CPC, free of
any restrictive legend except the following:
"The shares represented hereby have not been registered under the
Securities Act of 1933, as amended, or under state securities laws. The
holder hereof has represented to the issuer that it has acquired the
securities for investment and not with a view to resale or distribution,
and they have been issued in reliance on that representation. Such shares
may, therefore, not be sold, transferred, pledged or hypothecated unless
they have been registered under said Act and state securities laws or
unless counsel satisfactory to the Company has given an opinion that
registration is not required."
Concurrently with the delivery of the Initial CPC Shares, CPC shall
execute and deliver to P&W an "investment letter" in form satisfactory to P&W
and CPC and their respective counsel.
P&W covenants that, with respect to the Initial CPC Shares, until the
third (3rd) anniversary of the date upon which all of the Initial CPC Shares
have been delivered to CPC, and, with respect to any Additional CPC Shares,
until the third (3rd) anniversary of the date upon which all of such Additional
CPC Shares have been delivered to CPC, and for so long thereafter as P&W has
outstanding securities registered under the Securities Exchange Act of 0000 (xxx
"Xxxxxxxx Xxx"), X&X will take such action and timely file all reports required
to be filed by it under the Exchange Act and the rules and regulations adopted
by the Securities and Exchange Commission (the "Commission") thereunder, to the
extent necessary to meet the public information requirements of Rule 144 under
the Securities Act of 1933.
2. P&W will negotiate and execute Access Agreements and
Institutional Controls required by EPA in connection with Work to be performed
pursuant to the OU-1 Consent Decree. Such agreements shall provide that P&W
will waive all Railway Protective Insurance required to undertake the EPA
mandated remediation at the OU-1
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Site and P&W will provide flagmen and other required safety personnel at its own
costs for the protection of railroad traffic. Further P&W will be responsible
for all other costs, if any, associated with access to and use of P&W property
which are required for safety restrictions because of the proximity of the Work
to the track, or otherwise in order to implement and monitor the Work (not to
include capital costs associated with implementation and monitoring of the
Work).
3. In the event of a recovery by way of litigation or settlement
(hereinafter "the Recovery") by CPC against the NORTHBROOK EXCESS & SURPLUS
INSURANCE COMPANY (hereinafter "Northbrook") in that litigation entitled CPC
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International Inc. v. Northbrook Excess & Surplus Insurance Company, C. A. No.
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89-0211 L, presently pending in the U.S Court of Appeals or any further
insurance claim (including actions against Northbrook, its successors or
assigns) brought by CPC relating to the Contamination (hereinafter "the
Litigation") P&W shall be entitled to ten percent (10%) of the Recovery. The
Recovery shall be calculated after all unreimbursed out of pocket Litigation
related expenses (to include outside attorneys fees, consultants and expert
witness fees, and other expenses directly related to the Litigation) are
subtracted.
4. In sole consideration of P&W's performance (as and when the same
are to be performed hereunder) and non-breach of its obligations and agreements
under this Agreement, CPC for itself and its successors and assigns hereby:
(A) Agrees to defend, indemnify and hold harmless P&W, its past,
present and future officers, directors, shareholders, affiliates, attorneys,
agents, servants, representatives, subsidiaries, affiliates, partners,
predecessors, successors, assigns, for any and all past, present or future
claims (including without limitation, personal injury, property damage or any
other type of claim), demands, obligations, actions, causes of action, damages,
penalties, fines, costs, expenses, including attorneys fees and consultants'
costs, or compensation of any nature whatever (including those which may be
subrogated) whether known or unknown both in law and in equity which arise from
the Contamination (collectively "Claims") including but not limited to, those
arising from the failure of CPC to comply with the proposed Consent Decree and
Statement of Work attached thereto as lodged in the U.S. District Court for the
District of Rhode Island in that matter entitled United States of America v.
Lonza et al Civil Action Number 95-397 and signed by the EPA Region 1
Administrator Xxxx XxXxxxxxx on July 25 1995, or otherwise in any administrative
agency, or in any state, federal or other court or tribunal brought by any
person or entity, private or governmental, whether asserted directly, by way of
defense or set-off or recoupment, or otherwise, including, but not limited to,
Claims of the EPA, CCL Custom Manufacturing, Inc., its successors and assigns,
the State of Rhode Island and any agency or department thereof, any insurer of
CPC, or its affiliates, any abutting property owner, or any other third party;
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(B) Completely releases and forever discharges P&W, its past, present
and future officers, directors, shareholders, affiliates, attorneys, agents,
servants, representatives, subsidiaries, affiliates, partners, predecessors,
successors and assigns (all of the foregoing being collectively referred to
below as the P&W Releasees") of and from any and all past, present or future
claims, demands, obligations, actions, causes of action, damages, costs,
expenses or compensation of any nature whatsoever (including those which may be
subrogated), whether known or unknown, both in law and equity, for P&W's actions
or the actions of any P&W Releasees undertaken prior to execution of this
Agreement which CPC, and its present affiliates, subsidiaries, successors and
assigns ever had, now has or may hereafter have as a result of any of the facts
or circumstances alleged and arising out of the Contamination; and
(C) Covenants never to assert any complaint, charge or claim, file
suit in a court of law, or commence any other proceeding against any of the P&W
Releasees for actions undertaken by any P&W Releasees prior to execution of this
Agreement which CPC or its successors and assigns ever had, now has or may
hereafter have as a result of any of the facts or circumstances alleged or
arising out of the Contamination.
5. P&W, for itself and its successors and assigns:
(A) Completely releases and forever discharges CPC, its past, present
and future officers, directors, shareholders, affiliates, attomeys, agents,
servants, representatives, subsidiaries, affiliates, partners, predecessors,
successors and assigns (all of the foregoing being collectively referred to
below as the CPC Releasees") of and from any and all past, present or future
claims, demands, obligations, actions, causes of action, damages, costs,
expenses or compensation of any nature whatsoever (including those which may be
subrogated), whether known or unknown, both in law and equity, for CPC's actions
or the actions of any CPC Releasees undertaken prior to execution of this
Agreement which P&W, its present and former affiliates and subsidiaries, and
their successors and assigns, ever had, now has or may hereafter have as a
result of any of the facts or circumstances alleged and arising out of the
Contamination; and
(B) Covenants never to assert any complaint, charge or claim, file
suit in a court of law, or commence any other proceeding against any of the CPC
Releasees for actions undertaken by any CPC Releasee prior to execution of this
Agreement which any of the P&W Releasees ever had, now has or may hereafter have
as a result of any of the facts or circumstances alleged and arising out of the
contamination.
6. Nothing herein shall be deemed to release any representations,
warranties or obligations of the parties made, undertaken or required pursuant
to this Agreement.
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7. P&W hereby represents and warrants to CPC as follows: (a) as of
November 10, 1995, the authorized capital stock of P&W consists of 2,273,436
shares of P&W common stock, par value $.50 per share, of which at November 10,
1995, 2,054,620 shares were issued and outstanding; (b) P&W has full corporate
power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby; (c) the execution, delivery and performance of
this Agreement by P&W have been duly authorized by P&W's Board of Directors, and
no other corporate proceedings on the part of P&W are necessary to authorize the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby; (d) each of the CPC Shares will be validly
issued when delivered, fully paid and non-assessable and, when delivered, will
be free and clear of any claims, liens, pledges, charges, encumbrances,
mortgages, security interests, options, restrictions on transfer (except those
imposed by the federal and state securities laws and this Agreement), rights of
first refusal, preemptive or other rights or any other imperfections of title
whatsoever; (e) all of P&W's filings with the Commission are current and conform
to the disclosure requirements of the federal securities laws in all material
respects; (f) P&W has delivered to CPC true and complete copies of all of P&W's
filings with the Commission made within the last three (3) years, and none of
such filings contains an untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements, in the light of the
circumstances under which they were made, not misleading; and (g) to the best of
P&W's actual knowledge, there does not exist as of the execution of this
Agreement any statutory or regulatory obligation that may be imposed upon an
owner of shares of common stock of P&W by reason of its becoming an owner and
owning such shares other than those imposed under the federal and state
securities laws.
8.1 P&W Registrations. If at any time or times after the date hereof
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and before January 6, 1999, P&W shall determine to register any of its
securities (for itself or for any other securities holder of P&W) under the
Securities Act of 1933, as amended (the "Act"), or any successor legislation
(other than registration relating to stock option plans, employee benefit plans
or a Rule 145 transaction), and in connection therewith P&W may lawfully
register the common stock of P&W, P&W will promptly give written notice thereof
to CPC and will use its best efforts to include in such registration and to
effect the registration under the Act of all CPC Shares which CPC may request in
writing delivered to P&W within 30 days after the date of the notice, given by
P&W; provided, however, that in connection with an underwritten offering by P&W
of any of its securities, if the managing underwriter shall impose a limitation
on the number of shares of common stock which may be included in such
registration by a group consisting of CPC and other holders of common stock
having similar registration rights to CPC because, in its reasonable and good
faith judgment, such limitation is necessary to effect an orderly public
distribution, such limitation shall be imposed upon CPC and such other holders
(and not on P&W) in proportion to the number of shares respectively requested by
them to be included in such registration, except that if such registration is
undertaken by P&W pursuant to the demand of any
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such holder(s) of P&W common stock possessing so-called "demand" registration
rights, the shares of other holders (including, without limitation, CPC) will
not be included in such registration unless all shares to be issued and sold by
P&W and all shares requested to be included by the demanding holder(s) are
included. In the event of such a limitation, shares of persons not having
similar registration rights will not be included in such registration. If P&W
includes in such registration any securities to be offered by it, all expenses
of the registration and offering shall be borne by P&W, except that CPC shall
bear underwriting commissions and discounts and registration fees attributable
solely to the CPC Shares being registered and the expense of its own legal
counsel. If the registration is of exclusively a secondary offering, CPC shall
bear its proportionate share of the expenses of the registration and offering
(provided all stockholders registering shares thereunder bear their
proportionate share of expenses), except expenses which P&W would have incurred
whether or not registration was attempted, including without limitation the
expense of preparing normal audited or unaudited financial statements or
summaries consistent with this Agreement or applicable Securities and Exchange
Commission reports. VVithout in any way limiting the types of registrations to
which this paragraph shall apply, in the event that P&W shall effect any "shelf
registrations," then for each shelf registration effected by P&W, P&W shall take
all necessary action, including, without limitation, the filing of post-
effective amendments, to permit CPC to include the CPC Shares in such
registrations in accordance with the terms of this paragraph, provided that P&W
shall not be required to include any CPC Shares in such registration by post-
effective amendment to the extent that the amount of such CPC Shares, when added
to the number of shares of common stock theretofore or contemporaneously to be
sold by P&W under such registration statement, would exceed the total number of
shares of common stock registered thereunder.
8.2 Short Form Registrations. In addition to the registrations
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provided in paragraph 8.1 above, CPC shall be entitled to request by written
notice to P&W from time to time that P&W register the offering and sale of all
or a portion of the CPC Shares (not less than $500,000 in aggregate market
value) on Form S-3 (or any similar short form registration), provided that P&W
is eligible for such registration. Upon the written request of CPC, P&W will use
its best efforts to cause such of the CPC Shares as may be requested by CPC to
be registered under the Act in accordance with the terms of this paragraph 8.2,
provided that P&W will not be obligated to effect such a registration so that it
shall become effective on a date prior to six months after the effective date of
a prior registration pursuant to paragraph 8.1 or 8.2 hereof. All expenses of
any such registrations in which P&W shall register any shares for sale by it
shall be bome by P&W, except that CPC shall bear underwriting commissions and
discounts and registration fees attributable solely to the CPC Shares being
registered and the expense of its own legal counsel. If the registration is of
exclusively a secondary offering, CPC shall bear its proportionate share of the
expenses of the registration and offering (provided all other stockholders
registering shares thereunder, who are required to do so, bear their
proportionate share of expenses), except
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expenses which P&W would have incurred whether or not registration was
attempted. Notwithstanding the foregoing, if the short form registration is of
exclusively a secondary offering for the account of CPC alone, CPC shall bear
all expenses of the registration and offering. P&W will use its best efforts to
qualify for registration on Form S-3 or any similar short form registration
within the time as required by the Securities Exchange Act of 1934, as amended.
8.3 For the purposes of this Section 8, the term "CPC Shares" shall
also include any common stock issued or issuable with respect to the CPC Shares
by way of a stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization.
8.4 Further Obligations of P&W. Whenever under the preceding
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paragraphs of this Xxxxxxx 0, X&X is required hereunder to register the CPC
Shares, it agrees that it shall also do the following:
(a) Prepare and file with the Securities and Exchange Commission such
amendments and supplements to said registration statement and the prospectus
used in connection therewith as may be necessary to keep said registration
statement effective and to comply with the provisions of the Act with respect to
the sale of securities covered by said registration statement for the period
necessary to complete the proposed public offering; provided, however, that in
any case in which the required information may not be incorporated by reference
to subsequent filings, P&W shall not be required to keep such registration
statement effective beyond nine months after its effective date;
(b) Furnish to CPC such copies of each preliminary and final
prospectus and such other documents as CPC may reasonably request to facilitate
the public offering of the CPC Shares;
(c) Enter into an underwriting agreement with customary provisions
reasonably required by the underwriter, if any, of the offering;
(d) Use its best efforts to register or quality the CPC Shares covered
by said registration statement under the securities or "blue-sky" laws of such
jurisdictions as CPC may reasonably request, provided that in the case of a
registration under Section 8.1, P&W shall not be required so to register or
qualify CPC Shares in any state where shares to be sold by P&W are not to be
registered or qualified; and
(e) Furnish to CPC, a signed counter-part, addressed to CPC, of
(i) an opinion of counsel for P&W, and
(ii) "comfort" letter(s) signed by the independent public accountants
who have certified P&W's financial statements included in the registration
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statement, covering substantially the same matters with respect to P&W and the
registration statement (and the prospectus included therein) and (in the case of
the accountant's letter) with respect to events subsequent to the date of the
financial statements, as are customarily covered in opinions of issuer's counsel
and in accountants letters delivered to the underwriters in underwritten public
offerings of securities.
8.5 Underwritten Registrations.
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(a) P&W shall have the right to select the managing underwriter or
underwriters for any underwritten offering made pursuant to a registration under
paragraphs 8.1 or 8.2 hereof.
(b) In connection with P&W's first underwritten offering under Section
8.1, CPC shall, if requested by the managing underwriter or underwriters
thereof, agree not to sell any of the CPC Shares in any transaction other than
pursuant to such underwritten offering for a period of up to 90 days beginning
on the effective date of the registration statement, provided that P&W's
officers and directors, and its shareholders owning more than 5% of its issued
and outstanding common stock, also agree to such limitations.
8.6 Indemnification. Incident to any registration statement referred
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to in the preceding paragraphs of this Section, P&W will indemnify each
underwriter, CPC, and each person controlling any of them against all claims,
losses, damages and liabilities including legal and other expenses incurred in
investigating or defending against the same, arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained
therein or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or arising out of any violation by P&W of the Act, any state
securities or "blue-sky" laws or any rule or regulation thereunder in connection
with such registration, except insofar as the same may have been caused by an
untrue statement or omission based upon information furnished in writing
(including the omission from a written statement of information necessary to
make such written statement not misleading) to P&W by the person seeking
indemnification hereunder expressly for use therein, and with respect to any
such untrue statement or omission in the information furnished in writing to P&W
by CPC, CPC will indemnify the underwriters, P&W, its directors and officers,
and each person controlling any of them against any losses, claims, damages,
expenses or liabilities to which any of them may become subject, provided that
CPC shall not be required to pay indemnification with respect to any
registration hereunder exceeding in the aggregate the net proceeds received by
CPC from its sale of CPC Shares under such registration.
8.7 Furnish Information. It shall be a condition precedent to the
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obligations of P&W to take any action pursuant to this Section 8 that CPC shall
furnish to P&W such information regarding it, the CPC Shares held and the
intended method of disposition
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thereof as P&W shall reasonably request and as shall be required in connection
with the action to be taken by P&W, and shall otherwise cooperate with P&W.
8.8 CPC Compliance with Securities Laws. CPC agrees to comply with
-------------------------------------
all applicable Federal and state securities laws in connection with the sale or
transfer of the CPC Shares, including applicable prospectus delivery
requirements.
8.9 Notwithstanding anything to the contrary herein, P&W shall not be
required to register any CPC Shares (i) which are no longer owned by CPC; (ii)
on any Form X-0, Xxxx X-0, or similar or successor form or (iii) pursuant to any
registration which is undertaken by P&W pursuant to the demand of any holder of
P&W common stock possessing so-called "demand" registration rights and which is
of exclusively a secondary offering for the account of such holder(s).
9. CPC hereby represents and warrants to P&W as follows: (a) CPC has
full corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby, and (b) the execution, delivery
and performance of this Agreement has been duly authorized by CPC, and no other
corporate proceedings on the part of CPC are necessary to authorize the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby.
10. This Agreement shall be binding upon CPC and P&W and their
respective officers, directors, shareholders, affiliates, attorneys, agents,
servants, representatives, subsidiaries, affiliates, partners, predecessors,
successors, assigns and subrogees.
11. This Agreement is made without any admission of liability by any
party with respect to any of the facts or circumstances alleged and arising from
the Contamination.
12. This Agreement evidences the entire agreement by and among CPC
and P&W and supersedes all prior oral or written agreements or understandings of
the parties related thereto. This document may not be changed orally. Amendments
and modifications hereto shall be in writing and signed by all the parties.
13. Except as otherwise expressly provided herein, this Agreement
shall not be deemed or construed in any way to result in the creation of any
rights in any person or entity not a party to this Agreement. Each party
represents to the other party that it has not assigned to any third person any
claim released hereby, or any interest therein.
14. CPC and P&W acknowledge that they each have participated in the
drafting of this Agreement, and they each agree that the Agreement shall be
interpreted without reference to any principle which can operate in favor of or
against a party that drafts a written agreement.
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IN WITNESS WHEREOF, CPC and P&W cause this Agreement to be duly
executed and delivered on the day and year first above written.
CPC INTERNATIONAL INC
By:/s/ Xxxx X. Xxxxx Dated: December 12, 1995
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Title: Vice President
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PROVIDENCE AND WORCESTER RAILROAD COMPANY
By:/s/ Xxxxxxx X. Xxxxxxx Dated: December 12, 1995
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Title: President
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