EXHIBIT 10.3
LOAN AGREEMENT
THIS LOAN AGREEMENT (the "Agreement") dated as of February 12, 1999, by
and between NATIONSBANK, N.A., a national banking association ("Bank"), and
COMMODORE HOLDINGS LIMITED, a Bermuda corporation ("Borrower").
In consideration of the Loan or Loans described below and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, Bank and Borrower agree as follows:
1. DEFINITIONS AND REFERENCE TERMS. In addition to any other terms
defined herein, the following terms shall have the meaning set forth with
respect thereto:
(A) BORROWER: COMMODORE HOLDINGS LIMITED, a Bermuda corporation.
(B) BORROWER'S ADDRESS: 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000-X,
Xxxxxxxxx, Xxxxxxx 00000.
(C) HAZARDOUS MATERIALS. Hazardous Materials include all materials
defined as hazardous materials or substances under any local, state or federal
environmental laws, rules or regulations, and petroleum, petroleum products, oil
and asbestos.
(D) LETTER OF CREDIT. Letter of Credit shall mean the standby
letter(s) of credit securing the Loan.
(E) LOAN. Any loan described in Section 2 hereof and any subsequent
loan which states that it is subject to this Loan Agreement.
(F) LOAN DOCUMENTS. Loan Documents means this Loan Agreement and any
and all promissory notes executed by Borrower in favor of Bank and all other
documents, instruments, guarantees, certificates and agreements executed and/or
delivered by Borrower, any guarantor or third party in connection with this Loan
including, without limitation, any ISDA Agreement, Pledge Agreement and Tax
Indemnity Agreement entered into between Borrower and Bank and the Letter of
Credit.
(G) ACCOUNTING TERMS. All accounting terms not specifically defined
or specified herein shall have the meanings generally attributed to such terms
under generally accepted accounting principles ("GAAP"), as in effect from time
to time, consistently applied, with respect to the financial statements
referenced in Section 3(g) hereof.
2. LOAN. Bank hereby agrees to make (or has made) one or more loans
to
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Borrower in the aggregate principal face amount of $2,100,000. The obligation to
repay the loans is evidenced by a promissory note or notes dated even date
herewith (the promissory note or notes together with any and all renewals,
extensions or rearrangements thereof being hereafter collectively referred to as
the "Note") having a maturity date, repayment terms and interest rate as set
forth in the Note.
3. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and
warrants to Bank as follows:
(A) GOOD STANDING. Borrower is a corporation, duly organized,
validly existing and in good standing under the laws of the Colony of Bermuda
and has the power and authority to own its property and to carry on its business
in each jurisdiction in which Borrower does business.
(B) AUTHORITY AND COMPLIANCE. Borrower has full power and authority
to execute and deliver the Loan Documents and to incur and perform the
obligations provided for therein, all of which have been duly authorized by all
proper and necessary action of the appropriate governing body of Borrower. No
consent or approval of any public authority or other third party is required as
a condition to the validity of any Loan Document, and Borrower is in compliance
in all material respects with all laws and regulatory requirements to which it
is subject.
(C) BINDING AGREEMENT. This Agreement and the other Loan Documents
executed by Borrower constitute valid and legally binding obligations of
Borrower, enforceable in accordance with their terms.
(D) LITIGATION. There is no proceeding involving Borrower pending
or, to the knowledge of Borrower, threatened before any court or governmental
authority, agency or arbitration authority, except as disclosed to Bank in the
Borrower's Form 10-K for the fiscal year ended September 30, 1998, or disclosed
in writing and acknowledged by Bank prior to the date of this Agreement.
(E) NO CONFLICTING AGREEMENTS. There is no charter, bylaw, stock
provision, partnership agreement or other document pertaining to the
organization, power or authority of Borrower and no provision of any existing
agreement, mortgage, indenture or contract binding on Borrower or affecting its
property, which would conflict with or in any way prevent the execution,
delivery or carrying out of the terms of this Agreement and the other Loan
Documents.
(F) TAXES. All taxes and assessments due and payable by Borrower
have been paid or are being contested in good faith by appropriate proceedings
and the Borrower has filed all tax returns which it is required to file.
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(G) FINANCIAL STATEMENTS. The financial statements of Borrower
heretofore delivered to Bank have been prepared in accordance with GAAP applied
on a consistent basis throughout the period involved and fairly present
Borrower's financial condition as of the date or dates thereof, and there has
been no material adverse change in Borrower's financial condition or operations
since ____________, 19__ (December 31, 1998, if not filled in). All factual
information furnished by Borrower to Bank in connection with this Agreement and
the other Loan Documents is and will be accurate and complete in all material
respects on the date as of which such information is delivered to Bank and is
not and will not be incomplete by the omission of any material fact necessary to
make such information not misleading.
(H) PLACE OF BUSINESS. Borrower's chief executive office is located
at 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000-X, Xxxxxxxxx, Xxxxxxx 00000.
(I) ENVIRONMENTAL. The conduct of Borrower's business operations and
the condition of Borrower's property does not and is not reasonably anticipated
to violate any federal laws, rules or ordinances for environmental protection,
regulations of the Environmental Protection Agency, any applicable local or
state law, rule, regulation or rule of common law or any judicial interpretation
thereof relating primarily to the environment or Hazardous Materials, except for
any such violations that, either individually or in the aggregate, do not have a
materially adverse effect on the Borrower and its subsidiaries taken as a whole.
(J) CONTINUATION OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made under this Agreement shall be deemed to be
made at and as of the date hereof and at and as of the date of any advance under
any Loan.
4. AFFIRMATIVE COVENANTS. Until full payment and performance of all
obligations of Borrower under the Loan Documents, Borrower will, unless Bank
consents otherwise in writing (and without limiting any requirement of any other
Loan Document):
(A) FINANCIAL STATEMENTS AND OTHER INFORMATION. Maintain a system of
accounting reasonably satisfactory to Bank and in accordance with GAAP applied
on a consistent basis throughout the period involved. Unless written notice of
another location is given to Bank, Borrower's books and records will be located
at Borrower's chief executive office set forth above. All financial statements
called for below shall be prepared in form and content reasonably acceptable to
Bank and, with respect to the annual consolidated financial statements of
Borrower, shall be audited by Xxxxx Xxxxxxxx or any successor independent
certified public accountants reasonably acceptable to Bank.
In addition, Borrower will:
(i) Furnish to Bank audited consolidated financial statements of
Borrower for each fiscal year of Borrower, within one hundred fifty (150) days
after the close of each such fiscal year.
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(ii) Furnish to Bank unaudited consolidated financial statements
(including a balance sheet and profit and loss statement) of Borrower for each
of the first three (3) fiscal quarters of each fiscal year of Borrower, within
fifty (50) days after the close of each such period.
(iii) Furnish to Bank a compliance certificate for (and executed by
an authorized representative of) Borrower concurrently with and dated as of the
date of delivery of each of the financial statements as required in
subparagraphs 4(a)(i) and 4(a)(ii) above, containing a certification that the
financial statements of even date are true and correct in all material respects
and that the Borrower is not in default under the terms of this Agreement.
(iv) Furnish to Bank promptly such additional information, reports
and statements respecting the business operations and financial condition of
Borrower from time to time, as Bank may reasonably request, including but not
limited to Borrower's Forms 10-Q and 10-K.
(B) EXISTENCE AND COMPLIANCE. Maintain its existence, good standing and
qualification to do business, where required and comply in all material respects
with all laws, regulations and governmental requirements including, without
limitation, environmental laws applicable to it or to any of its property,
business operations and transactions.
(C) ADVERSE CONDITIONS OR EVENTS. Promptly advise Bank in writing of
(i) any condition, event or act which comes to its attention that would or might
materially adversely affect Borrower's financial condition or operations or
Bank's rights under the Loan Documents, (ii) any litigation filed against
Borrower which reasonably could be expected to have a material adverse effect on
the Borrower, and (iii) any event that has occurred that would constitute an
event of default under any Loan Documents.
(D) TAXES AND OTHER SIMILAR OBLIGATIONS. Pay all of its taxes,
assessments and other similar obligations, including, but not limited to taxes,
costs or other expenses arising out of this transaction, as the same become due
and payable, except to the extent the same are being contested in good faith by
appropriate proceedings in a diligent manner.
(E) MAINTENANCE. Maintain all of its tangible property in good
condition and repair and make all necessary replacements thereof, and preserve
and maintain all licenses, trademarks, privileges, permits, franchises,
certificates and the like necessary for the operation of its business.
5. DEFAULT. Any of the following shall constitute an event of
default by the Borrower hereunder:
(A) An event of default pursuant to the Note shall constitute an
event of
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default under this Agreement.
(B) The failure of the Letter of Credit to remain in full force and
effect.
(C) The failure of the expiry date of the Letter of Credit to be
extended for an additional period of at least twelve (12) months if the Letter
of Credit is due to expire within sixty (60) days.
(D) The failure of the Letter of Credit to be replaced by a letter of
credit from an institution satisfactory to the Bank in the Bank's sole
discretion within ten (10) days following notice from the Bank that the Bank is
not satisfied with the financial capacity of the institution issuing and/or
confirming the Letter of Credit, which determination shall be in the Bank's sole
discretion.
6. REMEDIES UPON DEFAULT. If an event of default shall occur, Bank
shall have all rights, powers and remedies available under each of the Loan
Documents as well as all rights and remedies available at law or in equity.
Without limiting the generality of the foregoing, the Bank shall have the right
to draw against the Letter of Credit upon: (i) a monetary default under any of
the Loan Documents; and/or (ii) a default under PARAGRAPHS 5(B), 5(C) and/or
5(D) of this Agreement. Prior to proceeding against the Borrower following a
monetary event of default, Bank agrees to utilize commercially reasonable
efforts to present the Letter of Credit for payment; provided, however, the Bank
shall not be required to institute any legal proceedings in connection
therewith.
7. NOTICES. All notices, requests or demands which any party is
required or may desire to give to any other party under any provision of this
Agreement must be in writing delivered to the other party at the following
address:
To Borrower: Commodore Holdings Limited
0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000-X
Xxxxxxxxx, Xxxxxxx 00000
Attention: Chief Executive Officer
With a copy to: Xxxxxxxx X. Deutsch, P.A.
Broad and Xxxxxx
000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000
To Bank: NationsBank, N.A.
Xxx Xxxxxxxxx Xxxxx, 00xx Xxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxxx, Senior Vice President
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With a copy to: Xxxx X. Xxxxxxxxxx, Esq.
Xxxxx, McClosky, Smith, Xxxxxxxx & Xxxxxxx, P.A.
000 Xxxx Xxxxxxx Xxxxxxxxx, 00xx Xxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
or to such other address as any party may designate by written notice to the
other party. Each such notice, request and demand shall be deemed given or made
as follows:
(A) If sent by mail, upon the earlier of the date of receipt or five
(5) days after deposit in the U.S. Mail, first class postage prepaid;
(B) If sent by any other means, upon delivery.
8. COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank
immediately upon demand the full amount of all costs and expenses, including
reasonable attorneys' fees (which fees, exclusive of costs, are limited to Ten
Thousand Dollars ($10,000) with respect to attorneys' fees associated with the
initial documentation of the Loan), incurred by Bank in connection with (a)
negotiation and preparation of this Agreement and each of the Loan Documents,
and (b) all other costs and attorneys' fees incurred by Bank for which Borrower
is obligated to reimburse Bank in accordance with the terms of the Loan
Documents.
9. MISCELLANEOUS. Borrower and Bank further covenant and agree as
follows, without limiting any requirement of any other Loan Document:
(A) CUMULATIVE RIGHTS AND NO WAIVER. Each and every right granted to
Bank under any Loan Document, or allowed it by law or equity shall be cumulative
of each other and may be exercised in addition to any and all other rights of
Bank, and no delay in exercising any right shall operate as a waiver thereof,
nor shall any single or partial exercise by Bank of any right preclude any other
or future exercise thereof or the exercise of any other right. Borrower
expressly waives any presentment, demand, protest or other notice of any kind,
including but not limited to notice of intent to accelerate and notice of
acceleration. No notice to or demand on Borrower in any case shall, of itself,
entitle Borrower to any other or future notice or demand in similar or other
circumstances.
(B) APPLICABLE LAW. This Loan Agreement and the rights and
obligations of the parties hereunder shall be governed by and interpreted in
accordance with the laws of Florida and applicable United States federal law.
(C) AMENDMENT. No modification, consent, amendment or waiver of any
provision of this Loan Agreement, nor consent to any departure by Borrower
therefrom, shall be effective unless the same shall be in writing and signed by
an officer of Bank, and then shall be effective only in the specified instance
and for the purpose for which given. This Loan Agreement is binding upon
Borrower, its successors and assigns, and inures to the benefit of
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Bank, its successors and assigns; however, no assignment or other transfer of
Borrower's rights or obligations hereunder shall be made or be effective without
Bank's prior written consent, nor shall it relieve Borrower of any obligations
hereunder. There is no third party beneficiary of this Loan Agreement.
(D) DOCUMENTS. All documents, certificates and other items required
under this Loan Agreement to be executed and/or delivered to Bank shall be in
form and content reasonably satisfactory to Bank and its counsel.
(E) PARTIAL INVALIDITY. The unenforceability or invalidity of any
provision of this Loan Agreement shall not affect the enforceability or validity
of any other provision herein and the invalidity or unenforceability of any
provision of any Loan Document to any person or circumstance shall not affect
the enforceability or validity of such provision as it may apply to other
persons or circumstances.
(F) INDEMNIFICATION. Notwithstanding anything to the contrary
contained in Section 9(g), Borrower shall indemnify, defend and hold Bank and
its successors and assigns harmless from and against any and all claims,
demands, suits, losses, damages, assessments, fines, penalties, costs or other
expenses (including reasonable attorneys' fees and court costs) arising from or
in any way related to any of the transactions contemplated hereby, including but
not limited to actual or threatened damage to the environment, agency costs of
investigation, personal injury or death, or property damage, due to a release or
alleged release of Hazardous Materials, arising from Borrower's business
operations, any other property owned by Borrower or in the surface or ground
water arising from Borrower's business operations, or gaseous emissions arising
from Borrower's business operations or any other condition existing or arising
from Borrower's business operations resulting from the use or existence of
Hazardous Materials, whether such claim proves to be true or false. Borrower
further agrees that its indemnity obligations shall include, but are not limited
to, liability for damages resulting from the personal injury or death of an
employee of the Borrower, regardless of whether the Borrower has paid the
employee under the workmen' s compensation laws of any state or other similar
federal or state legislation for the protection of employees. The term "property
damage" as used in this paragraph includes, but is not limited to, damage to any
real or personal property of the Borrower, the Bank, and of any third parties.
The Borrower's obligations under this paragraph shall survive the repayment of
the Loan.
(G) SURVIVABILITY. All covenants, agreements, representations and
warranties made herein or in the other Loan Documents shall survive the making
of the Loan and shall continue in full force and effect so long as the Loan is
outstanding or the obligation of the Bank to make any advances under the Loan
shall not have expired.
10. ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES
HERETO RELATED SOLELY TO THOSE ARISING OUT OF OR
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RELATING TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT OR ANY RELATED INSTRUMENTS,
AGREEMENTS OR DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED
TORT, SHALL BE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL
ARBITRATION ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF
PRACTICE AND PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OF
J.A.M.S./ENDISPUTE OR ANY SUCCESSOR THEREOF ("J.A.M.S."), AND THE "SPECIAL
RULES" SET FORTH BELOW. IN THE EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES
SHALL CONTROL. JUDGMENT UPON ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT
HAVING JURISDICTION. ANY PARTY TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT MAY
BRING AN ACTION, INCLUDING A SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL
ARBITRATION OF ANY CONTROVERSY OR CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY
COURT HAVING JURISDICTION OVER SUCH ACTION.
(A) SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE CITY OF
FORT LAUDERDALE, FLORIDA, AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN
ARBITRATOR; IF J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE
ARBITRATION, THEN THE AMERICAN ARBITRATION ASSOCIATION WILL SERVE. ALL
ARBITRATION HEARINGS WILL BE COMMENCED WITHIN 90 DAYS OF THE DEMAND FOR
ARBITRATION; FURTHER, THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE
PERMITTED TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60
DAYS.
(B) RESERVATION OF RIGHTS. NOTHING IN THIS ARBITRATION PROVISION
SHALL BE DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE
STATUTES OF LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS INSTRUMENT,
AGREEMENT OR DOCUMENT; OR (II) BE A WAIVER BY BANK OF THE PROTECTION AFFORDED TO
IT BY 12 U.S.C. SEC. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III)
LIMIT THE RIGHT OF BANK HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT
NOT LIMITED TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL
PROPERTY COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY
REMEDIES SUCH AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR
THE APPOINTMENT OF A RECEIVER. BANK MAY EXERCISE SUCH SELF HELP RIGHTS,
FORECLOSE UPON SUCH PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES
BEFORE, DURING OR AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT
PURSUANT TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT. NEITHER THIS EXERCISE OF
SELF HELP REMEDIES NOR THE INSTITUTION OR MAINTENANCE OF AN ACTION FOR
FORECLOSURE OR PROVISIONAL OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF
THE RIGHT OF ANY PARTY, INCLUDING THE
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CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE CONTROVERSY OR CLAIM
OCCASIONING RESORT TO SUCH REMEDIES.
11. NO ORAL AGREEMENT. THIS WRITTEN LOAN AGREEMENT AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed under seal by their duly authorized representatives as of the
date first above written.
WITNESS: BORROWER:
COMMODORE HOLDINGS LIMITED, a Bermuda
corporation
/s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxx Xxxxxxxx (SEAL)
--------------------------- ------------------------------
00 Xxxxxxx Xxxxxx Print Name: Xxxx Xxxxxxxx
--------------------------- ------------------------------
Title: Chief Financial Officer
------------------------------
BANK:
NATIONSBANK, N.A.
/s/ Xxxxxx Xxxx By: /s/ Xxxxx X. Xxxxx
--------------------------- ------------------------------
00 Xxxxxxx Xxxxxx Print Name: Xxxxx X. Xxxxx
--------------------------- ------------------------------
Title: Senior Vice President
------------------------------
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COMMONWEALTH OF THE BAHAMAS )
) SS:
CITY OF NASSAU )
I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the Commonwealth and the City aforesaid to take acknowledgments,
the foregoing instrument was acknowledged before me by Xxxx Xxxxxxxx, the CFO of
COMMODORE HOLDINGS LIMITED, a Bermuda corporation, freely and voluntarily under
authority duly vested in him/her by said corporation and that the seal affixed
thereto is the true corporate seal of said corporation. He/She is personally
known to me or who has produced U.S. Passport as identification.
WITNESS my hand and official seal in the Commonwealth and City last
aforesaid this 12th day of February, 1999.
/s/ Xxxxxxx X.X. Xxx
-----------------------------------------------
Notary Public, Commonwealth of the Bahamas
Xxxxxxx X.X. Xxx
-----------------------------------------------
Typed, printed or stamped name of Notary Public
My Commission Expires: Dec. 31st 1999
COMMONWEALTH OF BAHAMAS )
) SS:
CITY OF NASSAU )
I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the Commonwealth aforesaid and in the City aforesaid to take
acknowledgments, the foregoing instrument was acknowledged before me by Xxxxx
Xxxxx, the Senior Vice President of NATIONSBANK, N.A., a national banking
association, freely and voluntarily under authority duly vested in him/her by
said association and that the seal affixed thereto is the true corporate seal of
said association. He/She is personally known to me or who has produced Florida
Drivers License as identification.
WITNESS my hand and official seal in the Commonwealth and City last
aforesaid this 12th day of February, 1999.
/s/ Xxxxxxx X.X. Xxx
-----------------------------------------------
Notary Public
Xxxxxxx X.X. Xxx
-----------------------------------------------
Typed, printed or stamped name of Notary Public
Commission Expires: Dec. 31st 1999
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AFFIDAVIT FOR EXECUTION OF LOAN AGREEMENT
WITHOUT THE STATE OF FLORIDA
COMMONWEALTH OF THE BAHAMAS )
) SS:
CITY OF NASSAU )
BEFORE ME, the undersigned Notary Public, duly authorized in the
Commonwealth and City aforesaid to administer oaths and take acknowledgments,
personally appeared the undersigned, to me well known and to me known to be the
persons described as witnesses to the foregoing Loan Agreement and who witnessed
the execution and delivery of the foregoing Loan Agreement, and who, first being
duly sworn by me did each depose, say and acknowledge before me that they were
present at the time that the said Loan Agreement was executed, that they saw the
same executed and delivered by Xxxx Xxxxxxxx, and that the other subscribing
witness was likewise present and witnessed the execution and delivery of the
foregoing Loan Agreement, to a representative of NationsBank, N.A. at the City
of Nassau, Commonwealth of the Bahamas.
/s/ Xxxxxx Xxxx
-------------------------------------------------
Subscribing Witness
Print Name: Xxxxxx Xxxx
-------------------------------------------------
Address: 83 Xxxxxxx House
-------------------------------------------------
Sandringham House
-------------------------------------------------
/s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------------
Subscribing Witness
Print Name: Xxxxxx X. Xxxxxxxx
-------------------------------------------------
Address: 83 Xxxxxxx House
-------------------------------------------------
Sandringham House
-------------------------------------------------
SWORN TO AND SUBSCRIBED before me and acknowledged to me this 12th day
of February, 1999.
/s/ Xxxxxxx X.X. Xxx (SEAL)
-----------------------------------------------
Notary Public, Commonwealth of the Bahamas
Printed Name: Xxxxxxx X.X. Xxx
-----------------------------------------------
Address: 83 Xxxxxxx House
-----------------------------------------------
Sandringham House
-----------------------------------------------
My Commission Expires: Dec. 31st 1999
My Commission No. is: N/A
