Exhibit 99.3
STOCK PURCHASE AGREEMENT
BY AND BETWEEN
XXXX X. XXXXXX, BANKRUPTCY TRUSTEE,
IN HIS CAPACITY AS
REPRESENTATIVE OF THE XXXX X. XXXXXXXX BANKRUPTCY ESTATE
AND
GENEVA CAPITAL PARTNERS LLC
DATED AS OF
DECEMBER 2, 2003
TABLE OF CONTENTS
ARTICLE I DEFINITIONS ..................................................... 2
ARTICLE II SALE AND PURCHASE OF THE STOCK ................................. 4
Section 2.1 Sale and Purchase ........................................ 4
Section 2.2 Purchase Price ........................................... 4
Section 2.3 Application of Purchase Price............................. 4
ARTICLE III CLOSING ....................................................... 4
Section 3.1 Closing .................................................. 4
ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER ............. 4
Section 4.1 Authority and authorization .............................. 4
Section 4.2 No Conflicts; No Consents or Approvals ................... 5
Section 4.3 Investment Company Act Reserves .......................... 5
ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER .............. 5
Section 5.1 Authority of Trustee; Enforceability ..................... 5
Section 5.2 Bankruptcy Court Approval ................................ 5
ARTICLE VI ASSIGNMENT OF CLAIMS ........................................... 6
Section 6.1 Assignment of Claims by Trustee .......................... 6
Section 6.2 Defense of any Actions ................................... 6
ARTICLE VII CLOSING CONDITIONS ............................................ 6
Section 7.1 Conditions to Obligations of the Trustee ................. 6
Section 7.2 Conditions to Obligations of Buyer ....................... 7
ARTCLE VIII [RESERVED] .................................................... 8
ARTICLE IX [RESERVED] ..................................................... 8
ARTICLE X ADDITIONAL AGREEMENTS ........................................... 8
Section 10.1 Further Assurances ....................................... 8
ARTICLE XI TERMINATION .................................................... 8
Section 11.1 Termination .............................................. 8
Section 11.2 Effect of Termination .................................... 8
ARTICLE XII MISCELLANEOUS ................................................. 9
Section 12.1 Amendment and Waiver ..................................... 9
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Section 12.2 Notices .................................................. .9
Section 12.3 Entire Agreement ......................................... 10
Section 12.4 Severability ............................................. 10
Section 12.5 Assignment; No Third Party Benefit ....................... 10
Section 12.6 Headings ................................................. 10
Section 12.7 Choice of Law ............................................ 11
Section 12.8 Expenses ................................................. 11
Section 12.9 Counterparts ............................................. 11
Section 12.10 Gender, Number, "including" .............................. 11
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STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (together with the Exhibit attached hereto,
this "Agreement"), dated as of December 2, 2003, is entered into by and between
Xxxx X. Xxxxxx, bankruptcy trustee, in his capacity as representative of the
Xxxx X. Xxxxxxxx ("Xxxxxxxx") bankruptcy estate, ("Estate"), appointed the
Chapter 11 trustee of the Estate on September 17, 2003 (the "Trustee") and
Geneva Capital Partners LLC, a Delaware limited liability company (the "Buyer").
RECITALS
WHEREAS, Xxxxxxxx has placed his 7,500,000 shares of common stock
(the "Stock") of 1st Atlantic Guaranty Corporation, a Maryland corporation (the
"Company"),in escrow pursuant to that certain Escrow Agreement (the "Escrow
Agreement"), dated November 14, 2002, by and among the Company, Xxxxxxxx and
Xxxxx Xxxxx, L.L.P.
WHEREAS, the Parties (as defined in the Term Sheet contained in the
Settlement Agreement attached as Exhibit A to this Agreement), include the
Trustee and the Buyer, as well as the Company and certain other Parties who
desire to settle the Cases as defined in the Term Sheet, and to provide for
certain payments, all as set forth in the Term Sheet, and each of the Parties to
the Term Sheet confirmed, as of November 7, 2003, its, his or her agreement with
the provisions of the Term Sheet;
WHEREAS, the purchase of the Stock by the Buyer, upon the terms and
subject to the conditions contained in this Agreement, are consistent with, and
implement provisions of, the Term Sheet;
WHEREAS, the Escrow Agreement provides, among other things, that any
transaction contemplating the sale of the Stock, the "Shares" in the Escrow
Agreement, shall be on terms acceptable to the Company's Board of Directors
consistent with its duties under the Investment Company Act and the best
interests of the holders of face-amount certificates issued by the Company and
its indirect subsidiary, SBM Certificate Company, a Maryland corporation
("SBM").
WHEREAS, the Board of Directors of the Company have determined that
the terms of sale of the Stock set forth in this Agreement are acceptable to the
Board, and the Buyer wishes to purchase and accept all of the Stock in
accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements,
covenants, representations and warranties herein contained, the Parties,
intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
Unless the context otherwise requires, the terms defined in this Article I
shall have the meanings herein specified for all purposes of this Agreement,
applicable to both the singular and plural forms of any of the terms herein
defined.
"Action" shall mean any action, suit, inquiry, proceeding by or before any
Governmental Authority.
"Affiliate" shall mean, with respect to any Person, any other Person
controlling, controlled by or under common control with such Person. The term
"control" as used in the preceding sentence means, with respect to a
corporation, the right to exercise, directly or indirectly, 50% or more of the
voting rights attributable to the shares of the controlled corporation, or with
respect to any Person other than a corporation, the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person.
"Agreement" shall have the meaning assigned to it in the first sentence
hereof.
"Business" shall mean the face-amount certificate business in which the
Company is engaged.
"Business Day" shall mean any day other than Saturday, Sunday or a United
States federal or New York state banking holiday.
"Buyer" shall have the meaning assigned to it in the preamble of this
Agreement.
"Closing" shall have the meaning assigned to it in Section 3.1.
"Closing Date" shall mean the date on which the Closing occurs.
"Company" shall have the meaning assigned to it in the preamble to this
Agreement.
"Costs" shall have the meaning assigned to it in Section 8.1.
"Escrow Agent" shall have the meaning assigned to such term in the Escrow
Agreement.
"Escrow Agreement" shall have the meaning assigned to it the first
Recital.
"Estate" shall have the meaning assigned to it in the preamble to this
Agreement.
"Governmental Authority" shall mean the United States of America, any
state, commonwealth, territory or possession thereof and any political
subdivision of any of the foregoing, including courts, departments, commissions,
boards, bureaus, agencies or other instrumentalities.
"Indemnitee" shall have the meaning assigned to it in Section 8.3(a).
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"Indemnitor" shall have the meaning assigned to it in Section 8.3(a).
"Investment Company Act" shall mean the Investment Company Act of 1940, as
amended, and the rules and regulations promulgated thereunder.
"Law" shall mean any federal, state, or local law, statute, ordinance,
decree, requirement, directive, order, judgment, rule or regulation.
"Lien" shall mean any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind, including any conditional sale or other title
retention agreement, any lease in the nature thereof and the filing of or
agreement to give any financing statement under the Uniform Commercial Code of
any jurisdiction and including any lien or charge arising by statute or other
Law.
"Manager" shall mean the manager of Buyer.
"Material Adverse Effect" shall mean any change or effect that, in the
aggregate, has had a material adverse effect on the financial condition, assets
or liabilities (taken together) or Business of the Company, taken as a whole. A
"Material Adverse Effect" shall not be deemed to have occurred if any change in
the financial condition, assets or liabilities or business of the Company is the
result of (i) the failure of the Company to meet projected results of operations
(unless such failure is otherwise caused by a Material Adverse Effect), (ii)
changes in market or economic conditions that affect the world, national or any
regional economy generally, (iii) changes in the rate of inflation, (iv) changes
in valuation levels in the United States or world equity or capital markets, or
(v) changes in world, national or regional market prices for oil, gas or
electricity or transportation or ancillary services related thereto.
"Outstanding Liabilities" shall mean the $2,532,981 owed by Xxxxxxxx to
the Company and its Affiliates.
"Party" or "Parties" shall mean either the Trustee or Buyer, individually
or collectively, as the context shall indicate.
"Permit" shall mean any permit, license, order, approval or other
authorization issued under any Law.
"Person" shall include all natural persons, corporations, business trusts,
associations, companies, partnerships, joint ventures and other entities and
governments and agencies and political subdivisions.
"Purchase Price" shall have the meaning assigned to it in Section 2.2(a).
"Stock" shall have the meaning assigned to it in the first Recital.
"Term Sheet" shall mean the Term Sheet referred to in the second Recital,
and terms defined in the Term Sheet which are used in this Agreement and not
herein defined shall have the meaning assigned to them in the Term Sheet as the
context shall indicate.
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"Trustee" shall have the meaning assigned to it in the preamble to this
agreement.
ARTICLE II
SALE AND PURCHASE OF THE STOCK
Section 2.1 Sale and Purchase. At the Closing, upon the terms and
subject to the conditions herein contained, and in reliance on the
representations and warranties of the Trustee and the Buyer contained herein,
the Buyer agrees to purchase and accept the Stock and the Trustee agrees to sale
and convey the Stock to the Buyer.
Section 2.2 Purchase Price
(a) The purchase price for the Stock, shall be $2,532,981 (the
"Purchase Price").
(b) At the Closing, the Buyer shall pay the Purchase Price by wire
transfer to the Company.
Section 2.3 Application of Purchase Price. The proceeds from the
Purchase Price will be utilized to repay the Outstanding Liabilities of Xxxxxxxx
owed to the Company or any Affiliate as of the Closing Date.
ARTICLE III
CLOSING
Section 3.1 Closing. The closing of the sale to and purchase by the
Buyer of the Stock (the "Closing") shall take place at the offices of Xxxxx
Xxxxx L.L.P., The Warner, 0000 Xxxxxxxxxxxx Xxx., X.X., Xxxxxxxxxx, X.X.
00000-0000, at 10 o'clock a.m., Washington D.C. time (or at what other place and
time that the Parties may agree), on a date to be selected by the Trustee and
Buyer, which shall be no later than the fifth (5th) Business Day after the day
on which the last of the conditions set forth in Article VII (other than such
conditions which, by their terms, are not capable of being satisfied until the
Closing Date) is satisfied, or, where permissible, waived.
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER
Buyer hereby covenants with, and represents and warrants to the Trustee as
follows:
Section 4.1 Authorities and Authorization. The execution, delivery
and performance of this Agreement by Buyer has been duly authorized by all
necessary corporate action. This Agreement, when duly executed and delivered by
the Buyer, will constitute valid, binding and enforceable obligations of Buyer,
enforceable in accordance with their terms, except to the extent the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization
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or other laws and judicial decisions of general application relating to or
affecting the enforcement of creditors' rights generally or by general equitable
principles.
Section 4.2 No Conflicts; No Consents or Approvals. Other than the
Bankruptcy Court's approval of the global settlement described in the Term Sheet
which provides for the sale of the Stock, no authorization, consent, approval,
order of or filing with or notice to any individual, entity, court or
Governmental Authority is necessary for the execution and delivery of this
Agreement by the Buyer or for the consummation by the Buyer of the transactions
contemplated by this Agreement.
Section 4.3 Investment Company Act Reserves. Promptly after
acquiring the Stock, Buyer shall pay into the Company such additional capital
contributions as are necessary or appropriate to assure compliance by the
Company with the face-amount certificate reserve requirements of the Investment
Company Act. The amount of such additional capital contributions as of the date
of this Agreement is approximately $3,200,000.
ARTICLE V
REPRESENTATIONS, WARRANTIES AND COVENANTS OF
THE TRUSTEE
The Trustee hereby covenants with, and represents and warrants to
Buyer as follows:
Section 5.1 Authority of Trustee; Enforceability. The Trustee is an
eligible and qualified bankruptcy trustee, whose appointment to serve as
bankruptcy trustee for the Estate was approved by the United States Bankruptcy
Court for the District of Maryland ("Bankruptcy Court") on September 22, 2003.
This Agreement, when duly executed and delivered by the Trustee, will constitute
valid, binding and enforceable obligations of Trustee, enforceable in accordance
with their terms, except to the extent the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization or other laws and judicial decisions
of general application relating to or affecting the enforcement of creditors'
rights generally or by general equitable principles.
Section 5.2 Bankruptcy Court Approval. Subject to and after the
Bankruptcy Court's approval of the global settlement described in the Term Sheet
which provides for the sale of the Stock, and the transfer of the Stock to
Buyer, Buyer shall own the Stock free and clear of any Lien, encumbrances,
claims or interest. The Trustee has all necessary power and authority to execute
and deliver this Agreement, to perform its obligations hereunder, and to
consummate the transactions contemplated hereby.
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Section 5.3 Bankruptcy Court Order. Promptly following the Closing,
the Trustee shall file a motion with the Bankruptcy Court, or such other
appropriate Governmental Authority, requesting such court's (or Governmental
Authority's) approval to assign all of the Trustee's Claims (as defined herein)
to Buyer.
ARTICLE VI
ASSIGNMENT OF CLAIMS
Section 6.1 Assignments of Claims by Trustee. Subject to receiving
the appropriate judicial order as described in Section 5.3 herein and the
statutory duties of Trustee, if applicable, the Trustee shall assign (i) all
claims of the Estate under Section 5 of the Bankruptcy Code ("Claims") to Buyer,
and (ii) the rights and obligations of the Trustee and the Estate to pursue,
defend and settle any Action filed against Trustee in connection with the
transaction consummated by this Agreement to Buyer and agrees that Buyer has the
right to defend and settle such Action in its sole discretion. Buyer hereby
accepts the assignment of (i) the Claims, and (ii) all rights and obligations of
the Trustee to defend and settle any Action filed against Trustee in connection
with the transactions consummated by this Agreement. In the event Buyer receives
any award, settlement or judgment in connection with Buyer's right to pursue,
defend and settle any Action or Claim pursuant to this Section 6.1 in excess of
all fees, expenses or other amounts incurred by Buyer or its Affiliates in
connection therewith, Trustee shall be entitled to reimbursement up to the
amount of such excess from Buyer of its reasonable, court approved, documented
unpaid fees accrued as of the date hereof.
Section 6.2 Defenses of any Actions. Subject to the statutory duties
of Trustee, if applicable, in the event that any Action is filed against the
Parties in connection with the transactions consummated by this Agreement, Buyer
shall, at its own expense and through counsel chosen by Buyer, defend or settle,
in its discretion, any such Action on behalf of the Parties.
ARTICLE VI
CLOSING CONDITIONS
Section 7.1 Conditions to Obligations of the Trustee. The
obligations of the Trustee to proceed with the Closing are subject to the
satisfaction, at or prior to Closing, of all of the following conditions, any
one or more of which may be waived in writing in whole or in part by the Trustee
(which waiver shall be deemed to constitute a waiver of any liability Buyer may
have under this Agreement with respect to the event or condition causing such
condition not to be satisfied at Closing):
(a) Compliance. Buyer shall have complied in all material respects
with its covenants and agreements contained herein, and Buyer's representations
and warranties contained herein, or in any certificate or similar instrument
required to be delivered by or on behalf of it pursuant hereto, shall be true
and correct in all material respects on and as of the Closing Date, with the
same effect as though made at such time; provided, however, that if a
representation or warranty is expressly made only as of a specific date, it need
only be true and correct as of such date;
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(b) Officers' Certificate. The Trustee shall have received a
certificate dated as of the Closing Date and signed by the Manager certifying
(i) that the conditions specified in Section 7.1(a) have been fulfilled and (ii)
the accuracy and completeness of the copies of, as well as the current
effectiveness of, the resolutions to be attached thereto of the Manager
authorizing the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated herein;
(c) No Orders. No order, writ, injunction or decree shall have been
entered and be in effect by any court of competent jurisdiction or Governmental
Authority, and no Law shall have been promulgated or enacted and be in effect,
that restrains, enjoins or invalidates the transactions contemplated hereby;
(d) Approvals. The Trustee, Company and Buyer shall have received
all material Permits, consents and approvals necessary for the consummation of
the transactions set forth herein; and
(e) Payment of Purchase Price. Buyer shall pay the Purchase Price by
wire transfer to the Company.
Section 7.2 Conditions to Obligations of Buyer. The obligations of
Buyer to proceed with the Closing are subject to the satisfaction, at or prior
to Closing, of all of the following conditions, any one or more of which may be
waived in writing in whole or in part by Buyer (which waiver shall be deemed to
constitute a waiver of any liability of the Trustee or the Company may have
under this Agreement with respect to the event or condition causing such
condition not be to satisfied at Closing):
(a) Compliance. The Trustee shall have complied in all material
respects with its covenants and agreements contained herein, and the Trustee's
representations and warranties contained herein or as provided in any exhibit to
this Agreement, or in any certificate or similar instrument required to be
delivered by or on behalf of the Trustee pursuant hereto, shall be true and
correct in all material respects on and as of the Closing Date, with the same
effect as though made at such time; provided, however, that if a representation
or warranty is expressly made only as of a specific date, it need only be true
and correct as of such date;
(b) Trustee's Certificate. Buyer shall have received a certificate
dated as of the Closing Date signed by the Trustee to the effect that the
conditions specified in Section 7.2(a) have been fulfilled;
(c) No Orders. No order, writ, injunction or decree shall have been
entered and be in effect by any court of competent jurisdiction or Governmental
Authority, and no Law shall have been promulgated or enacted and be in effect,
that restrains, enjoins or invalidates the transactions contemplated hereby;
(d) Delivery of the Stock. Buyer shall have received from the Escrow
Agent stock certificates representing the Stock, duly endorsed for transfer to
Buyer or accompanied by stock powers duly executed in blank;
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(e) Approvals. The Trustee, Company and Buyer shall have received
all material Permits, consents and approvals necessary for the consummation of
the transactions set forth herein;
(f) Absence of Material Adverse Effect. No Material Adverse Effect
affecting the Company shall have occurred prior to or on the Closing Date except
to the extent the Company has repaired or otherwise remedied such Material
Adverse Effect; and
(g) Judicial Order. An order shall have been issued by the United
States Bankruptcy Court for the District of Maryland approving the global
settlement described in the Term Sheet which provides for the sale of the Stock.
ARTICLE VIII
[RESERVED]
ARTICLE IX
[RESERVED]
ARTICLE X
ADDITIONAL AGREEMENTS
Section 10.1 Further Assurances. Each Party shall at any time, and
from time to time, upon the reasonable request by the other Party and without
further consideration, execute and deliver such instruments of transfer or other
documents and take such further action as may be reasonably required in order to
transfer to Buyer the Stock or to perfect any other undertaking or consummate or
implement the transactions contemplated by this Agreement.
ARTICLE XI
TERMINATION
Section 11.1 Termination. This Agreement may be terminated in the
following instances:
(a) upon written notice by the Buyer to the Trustee, if through no
fault of Buyer, the Closing does not occur on or before December 15, 2003;
(b) upon written notice by the Trustee, if the Buyer has not
satisfied, or the Trustee has not waived, the conditions in Sections 7.1(a),
(b), (d), and (e) on or before December 15, 2003; or
(c) any time by the mutual written agreement of Buyer and the
Trustee.
Section 11.2 Effect of Termination. The following provisions shall
apply in the event of a termination of this Agreement:
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(a) If this Agreement is terminated by any Party for any reason
except pursuant to an express right to do so set forth herein the other Party
shall be entitled to all rights and remedies available to them at law or in
equity as a result of such wrongful termination.
(b) The Parties hereby agree that the provisions of this Section
11.2 and Sections 12.1, 12.2, 12.7 and 12.8 shall survive any termination of
this Agreement pursuant to the provisions of this Article XI.
ARTICLE XII
MISCELLANEOUS
Section 12.1 Amendment and Waiver. This Agreement may not be amended
or modified except by a written instrument signed by the Trustee and Buyer. The
waiver by any Party of such Party's rights under this Agreement in any
particular instance or instances, whether intentional or otherwise, shall not be
considered as a continuing waiver which would prevent subsequent enforcement of
such rights or of any other rights.
Section 12.2 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if
hand-delivered, delivered by facsimile with telephone confirmation of receipt or
sent by recognized overnight delivery service, return receipt requested, to the
following Parties at the following addresses or to such other Parties and at
such other addresses as shall be specified by like notice:
(a) if to Buyer:
Geneva Capital Partners LLC
00000 Xxxxxxx Xxxx Xxxxx
Xxxxxx Xxxxxx, Xxxxxxxx 00000
Attn: Xxxx X. Xxxxxxxx
Facsimile: (000) 000-0000
with a copy to:
Xxxxx Xxxxx L.L.P.
The Warner
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attn: Xxx Xxxxx, Esq.
Facsimile: (000) 000-0000
(b) if to the Trustee:
Xxxx X. Xxxxxx, Esq.
Arent Fox Xxxxxxx Xxxxxxx & Xxxx PLLC
0000 Xxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Facsimile: (000) 000-0000
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with copies to:
1st Atlantic Guaranty Corporation
0000 Xxxxx Xxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
Attn: Xxxx Xxxxxxxx
Vice President and Treasurer
Facsimile: (000) 000-0000
Xxxxx & Xxxxxxx
Washington Harbor
0000 X Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attn: Xxxxxxx Xxxx, Esq.
Facsimile: (000) 000-0000
All such notices shall be deemed to have been given and received on the second
Business Day after sending by recognized overnight delivery service.
Section 12.3 Entire Agreement. This Agreement and those documents
expressly referred to herein and therein constitute the entire agreement and
understanding among the Parties and supersede all other prior agreements and
undertakings, both written and oral, among the Parties, or any of them, with
respect to the subject matter hereof and thereof.
Section 12.4 Severability. If any provision of this Agreement shall
be held to be illegal, invalid or unenforceable under any applicable law, then
such contravention or invalidity shall not invalidate the entire Agreement. Such
provision shall be deemed to be modified to the extent necessary to render it
legal, valid and enforceable, and if no such modification shall render it legal,
valid and enforceable, then this Agreement shall be construed as if not
containing the provision held to be invalid, and the rights and obligations of
the Parties shall be construed and enforced accordingly.
Section 12.5 Assignment; No Third Party Benefit. This Agreement may
not be assigned by any Party without the prior written consent of the other
Party; provided, however, that Buyer shall have the right to assign its rights
under this Agreement to any subsidiary of Buyer without any other Party's
consent. This Agreement shall not run to the benefit of or be enforceable by any
Person other than a Party to this Agreement and, subject to the first sentence
of this Section 12.5, its successors and assigns. Except as expressly provided
herein, nothing in this Agreement, express or implied, is intended to or shall
confer upon any Person other than the Parties, and their respective successors
and permitted assigns, any rights, benefits or remedies of any nature whatsoever
under or by reason of this Agreement.
Section 12.6 Headings. The headings of the Sections and paragraphs
of this Agreement have been inserted for convenience of reference only and do
not constitute a part of this Agreement.
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Section 12.7 Choice of Law. The Parties agree that this Agreement
shall be governed by and construed in accordance with the laws of the State of
New York, excluding any laws thereof which would direct application of law of
another jurisdiction.
Section 12.8 Expenses. Each of the Parties hereto shall pay, without
the right of reimbursement from the other, its respective expenses in connection
with the transactions contemplated by this Agreement.
Section 12.9 Counterparts. This Agreement may be executed in any
number of counterparts and by the Parties hereto in separate counterparts, with
the same effect as if all Parties had signed the same document. All such
counterparts shall be deemed an original, shall be construed together and shall
constitute one and the same instrument.
Section 12.10 Gender, Number, "including." When the context
requires, the gender of all words used herein shall include the masculine,
feminine and neuter and the number of all words shall include the singular and
plural. The terms "including" as used in this Agreement is used to list items by
way of example and shall be deemed to mean "including, but not limited to"
wherever used.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed as of the date first written above.
GENEVA CAPITAL PARTNERS LLC
By: /s/ Xxxx X. Xxxxxxxx
----------------------------
Xxxx X. Xxxxxxxx
Manager
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
----------------------------
Xxxx X. Xxxxxx,
Trustee as representative of
the Xxxx X. Xxxxxxxx
Bankruptcy Estate
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EXHIBIT A
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