ADDENDUM
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THIS ADDENDUM is entered into between PENN OCTANE CORPORATION, a Delaware
corporation (hereinafter referred to as "POC") and CPSC INTERNATIONAL, INC., a
Texas corporation (hereinafter referred to as "CPSC") and is intended to set
forth additional understandings and agreements that have been reached between
the parties, as well as clarify that certain prior agreement entered into by the
parties in Houston on September 16, 1999 whereby POC obtained options to
purchase interests in two 15-mile pipelines in the County of Cameron, State of
Texas, and two 7-mile pipelines as well as a transfer terminal in Matamoros,
Tamaulipas, Mexico (hereinafter collectively referred to as the "Pipelines and
Transfer Terminal Assets"), as well as an interest in the underlying lease
documents relating to the Pipelines and Transfer Terminal Assets (including all
amendments, modifications, extensions, and renewals thereof) between CPSC and
POC (hereinafter referred to as the "CPSC Agreements" or the "Lease"). The
agreement entered into by the parties on 9/16/99 is hereinafter referred to as
the "Houston Agreement" and is attached hereto as Exhibit A and incorporated
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herein by reference.
1. Except as modified by this Addendum, the terms used in this Addendum
shall have the same meanings as those defined in the Houston Agreement.
2. Except as modified by this Addendum, all of the terms and conditions of
the Houston Agreement and the CPSC Agreements, including the POC purchase
options contained therein, shall remain in full force and effect and are hereby
incorporated by reference. A dispute has arisen between the parties as to
whether those certain agreements previously entered into by Cowboy Pipeline
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Service Company and POC ( namely, the Consulting Services Agreement of May 29,
1998 and the Pipeline Project Management Services Agreement of July 20, 1998,
respectively), were superceded by the CPSC Agreements and is otherwise of no
further force or effect. In an effort to move forward with this Addendum, the
parties agree to try and mediate in good faith a resolution of this dispute,
even after this Addendum has been executed. To the extent that the parties are
not successful, the issue shall be resolved by binding arbitration pursuant to
Section 20 of this Addendum.
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3. CPSC hereby grants to POC the right, until December 15, 1999, to
purchase a fifty percent (50%) interest in the Pipelines and Transfer Terminal
Assets and the CPSC Agreements (hereinafter collectively referred to as the "POC
Interest") for a total purchase price of $3,000,000. To exercise this option,
POC must open an escrow account into which
$1,000,000 shall be deposited for the benefit of CPSC on or before December 15,
1999. Said escrow account shall require the joint signatures of representatives
of both POC and CPSC for all disbursements made therefrom. For purposes of the
escrow account joint signatories, the designated initial representative for POC
shall be Xxxxx Xxxxxxx. The designated initial representative of CPSC shall be
Xxxx X. Xxxxxx. The remaining $2,000,000 option amount will be deposited on an
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as needed basis for Substantial Completion (as defined under the CPSC
Agreements) , but in no event shall be deposited later than January 17, 2000,
subject to the provisions of Section 6 of this Addendum. CPSC agrees to
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cooperate with POC in raising the additional $2,000,000, including the
subordination of a fifty percent (50%) interest in the Pipelines and Transfer
Terminal Assets and CPSC Agreements to the extent reasonably necessary for POC
to raise this additional sum. The parties agree that the $3,000,000 shall be
distributed from the escrow account solely for purposes of reaching Substantial
Completion (as that term is defined under the CPSC Agreements) of the Pipelines
and Transfer Terminal Assets, and that following POC's payment into escrow of
the $3,000,000, POC shall have no further obligation to contribute toward the
Substantial Completion of the Pipelines and Transfer Terminal Assets or to make
any further advancements or investments in same. Until such time as POC pays the
$3,000,000 purchase price for the POC Interest, or otherwise obtains an interest
in the Pipelines and Transfer Terminal Assets and CPSC Agreements under the
Houston Agreement or the CPSC Agreements, POC shall not be entitled to any
rental income under the CPSC Agreements. CPSC warrants and represents that the
$3,000,000 will be sufficient to reach Substantial Completion of the Pipelines
and Transfer Terminal Assets and to the extent additional monies prove
necessary, CPSC will immediately provide said funds without delaying Substantial
Completion. Once the purchase price has been paid, the parties agree that POC
shall be entitled to receive forty percent (40%) of the gross monthly income
generated by the Pipelines and Transfer Terminal Assets, which gross monthly
income shall not be subject to offset or deduction, consistent with Section 9 of
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this Addendum. In addition to the foregoing, and provided POC successfully and
timely raises the $3,000,000 purchase price for the POC Interest (subject to
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Section 6 of this Addendum), CPSC hereby also grants to POC a one (1) year
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option, commencing on the date on which the above escrow is opened, to purchase
the remaining fifty percent (50%) of the Pipelines and Transfer Terminal Assets
and CPSC Agreements from CPSC for the sum of $6,000,000 (hereinafter referred to
as the "POC Option Interest") plus the following consideration: (i) to the
extent POC exercises the POC Option within six (6) months of the date on which
escrow is opened, CPSC or its assigns shall also be granted 200,000 warrants of
POC stock, with a three (3) year life from issuance and a strike price of $4.00
per share; or (ii) to the extent POC exercises the POC Option at any time
following six (6) months from the date on which escrow is opened until the
one-year anniversary date of the opening of escrow, CPSC shall be granted
300,000 warrants of POC stock, with a three (3) year life from issuance and a
strike price of $4.00 per share. POC shall have the option of requiring CPSC to
exercise the foregoing warrant, if it has not already done so, when and if POC's
shares reach $6.00 per share; provided, however, that POC shall refrain from
making the foregoing call for CPSC to exercise its warrants for a period of one
(1) year from the execution date of this Addendum. To the extent POC advances
additional funds over the $3,000,000 paid pursuant to this Addendum for
Substantial Completion after the date of this Addendum, including advances made
after Substantial Completion occurs, whether through the escrow account or not,
POC shall have the option to offset that amount against future rent payments or
the $6,000,000 POC Option Interest or against any other option granted by CPSC
to POC pursuant to the Houston Agreement and/or the CPSC Agreements or to demand
reimbursement from CPSC pursuant to Section 12 of this Addendum. In the event
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POC does not pay its $3,000,000 option fee as set forth in this Section 3, it
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shall retain all other rights and options to purchase as set forth in the
Houston and the CPSC Agreements.
4. In the event of a default by POC under its obligations as a lessee in the
CPSC Agreements, and except as is otherwise in accordance with the rights and
remedies granted POC under those agreements, POC, pursuant to its rights under
the Houston Agreement, hereby agrees not to take any action, directly or
indirectly, as an owner of the POC Interest, to prevent CPSC from enforcing its
rights and remedies against POC in the event of a default by POC under the CPSC
Agreements. Nothing contained herein shall preclude POC, as a lessee, from
asserting any defenses or counter claims it may have in response to CPSC's claim
of default.
5. Except as otherwise specifically agreed to in writing between the
parties, CPSC hereby agrees that any and all sums paid by POC to CPSC in
exercising any of the options set forth in the Houston Agreement or CPSC's share
of any rent paid by POC pursuant to the CPSC Agreements, shall first be applied
by CPSC to reduce CPSC's outstanding obligations, if any, owed to any financial
institution providing financing or contractors or vendors providing services or
materials in connection with the construction of the Pipelines and Transfer
Terminal Assets which are the subject of the CPSC Agreements.
6. CPSC warrants, represents, and agrees that CPSC shall convey to POC
and/or its assigns clear, good, and marketable title to the Pipelines and
Transfer Terminal Assets and CPSC Agreements, which shall include all permits,
easements, and rights of entry required or necessary for the operation of the
Pipelines and Transfer Terminal Assets and POC's and/or its assigns' full
enjoyment of its share of the Pipelines and Transfer Assets and the CPSC
Agreements, free and clear of all liens, charges, and other encumbrances. To
the extent that CPSC cannot provide proof reasonably satisfactory to POC and POC
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's counsel that CPSC will be in a position to transfer these interests to POC
and/or its assigns in accordance with the foregoing, the parties agree that POC
shall be under no obligation to pay, and further, that all POC options under
this Addendum, the CPSC Agreements, and/or the Houston Agreement shall continue
in effect until forty five (45) days after such time as CPSC is in a position to
convey clear title to POC and/or its assigns in accordance with this Section 6.
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CPSC agrees to deliver no later than 12/31/99, in recordable form reasonably
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satisfactory to POC and POC's counsel, a document of conveyance adequate to
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convey to POC and/or its assigns clear, good, and marketable title to the
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Pipelines and Transfer Terminal Assets and CPSC Agreements pursuant to this
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Section 6, free and clear of all liens, charges, and other encumbrances. Until
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such time as POC and/or its counsel receives an appropriate document of
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conveyance consistent with the foregoing, POC shall be under no obligation to
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advance the additional $2,000,000 to CPSC pursuant to Section 3 of this
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Addendum. In addition to this document of conveyance, CPSC agrees to cooperate
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with POC and/or its assigns in executing whatever additional documents may be
reasonably necessary to effectuate a legal transfer of the Pipelines and
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Transfer Terminal Assets and the CPSC Agreements to POC and/or its assigns upon
POC's request. CPSC shall fully (100%) indemnify, defend, and hold POC, its
affiliates, shareholders, directors, officers, agents, and attorneys harmless
from and against any and all third party claims, demands, or liabilities
incurred or arising prior to Substantial Completion against the Pipelines and
Transfer Terminal Assets and the CPSC Agreements. In connection therewith, CPSC
shall reimburse POC for all expenses (including attorneys' fees and expenses)
incurred in connection with the investigation of, preparation for, or defense
of, any such claim, whether or not POC is actually made a party. Upon POC
obtaining a fifty percent (50%) interest in the Pipelines and Transfer Terminal
Assets, CPSC and POC shall jointly (50/50) indemnify, defend, and hold the
other, its affiliates, shareholders, directors, officers, agents, and
attorneys, harmless from and against any and all third party claims, demands, or
liabilities incurred or arising after Substantial Completion with respect to the
Pipelines and Transfer Terminal Assets and the CPSC Agreements. In connection
therewith, each party shall bear fifty percent (50%) of the other party's
expenses (including attorneys' fees and expenses) incurred in connection with
the investigation of, preparation for, or defense of, any such claim. Upon POC
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obtaining a one hundred percent (100%) interest in the Pipelines and Transfer
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Terminal Assets, POC shall fully (100%) indemnify, defend, and hold CPSC, its
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affiliates, shareholders, directors, officers, agents, and attorneys, harmless
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from and against any and all third party claims, demands, or liabilities based
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upon events occurring after POC's acquisition of a one hundred percent (100%)
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ownership interest in the Pipelines and Transfer Terminal Assets and the CPSC
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Agreements. Notwithstanding the foregoing, however, neither CPSC nor POC shall
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be obligated to indemnify the other pursuant to this Section 6 for claims based
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upon the other party's breach of contract, mismanagement, intentional, wilful,
or reckless conduct, negligence, and/or omissions, nor shall POC be obligated to
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indemnify CPSC for any claims based upon faulty, inadequate, or defective
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construction of the Pipelines and/or Transfer Terminal Assets. Within ten (10)
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days of the execution of this Addendum, CPSC shall deliver to POC and POC's
counsel, letters from all financial institutions providing financing to CPSC in
connection with the construction of the Pipelines and Transfer Terminal Assets,
including but not limited to Bank One, and all other entities to whom CPSC has
granted a security interest in the Pipelines and the Transfer Terminal Assets,
acknowledging that said financial institutions do not have as of the date of the
letter, any outstanding claims against the Pipelines and Transfer Terminal
Assets and the CPSC Agreements and further, that said financial institutions
waive any and all future claims in said assets pursuant to this Addendum, the
Houston Agreement, and/or the CPSC Agreements. CPSC agrees that it shall not
encumber the Pipelines and Transfer Terminal Assets and the CPSC Agreements
absent POC's prior written approval. In addition to the foregoing, in the event
POC and/or its assigns ever acquires 100% of the Pipelines and Transfer Terminal
Assets and CPSC Agreements , POC and/or its assigns shall have the option of
also requiring CPSC to transfer to POC and/or its assigns 100% of CPSC's
outstanding shares of stock in consideration of the POC's (and/or its assigns')
payment of $1.00, provided, however, that CPSC shall be entitled to make a third
party transfer of any warrants granted pursuant to Section 3 of this Addendum
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prior to the transfer of CPSC's outstanding shares.
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7. The "Lease Effective Date" as defined under the CPSC Agreements, and as
used in the Operating Agreement which is Exhibit C to the CPSC Agreements, is
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hereby clarified to reflect that it commences on that day on which Substantial
Completion occurs, rather than that day which is twelve (12) months after the
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first day of the month that Substantial Completion occurs.
The parties acknowledge that pursuant to the CPSC Agreements, CPSC had a
Substantial Completion deadline of May 1, 1999, which deadline has not yet been
met as of the execution date of this Addendum. The parties hereby waive
compliance with the original May 1, 1999 Substantial Completion deadline
provided that Substantial Completion is obtained on or before February 1, 2000.
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CPSC also waives any and all current claims of breach it may have against POC
in connection with or arising under the CPSC Agreements up to the date of this
Addendum, including, without limitation, POC's inability to deliver to CPSC a
subordination agreement from RZB Bank consistent with the CPSC Agreements.
8. The "Lease Term" as defined under the CPSC Agreements, and as used in the
Operating Agreement which is Exhibit C to the CPSC Agreements, is hereby
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clarified to reflect that it shall terminate at the end of the fifteenth (15th)
lease year or such earlier date that POC timely exercises its options under this
Addendum, the Houston Agreement, and/or the CPSC Agreements and acquires a 100%
interest in the Pipelines and Transfer Terminal Assets from CPSC. In no event
shall the Lease Term expire earlier than the end of the 15th lease year absent
POC's exclusive ownership of the Pipelines and Transfer Terminal Assets.
9. CPSC shall continue to be the Initial Operator pursuant to the CPSC
Agreements and to perform all functions and responsibilities and bear all costs
and expenses, including insurance and taxes, associated with being the Initial
Operator until such time as POC owns a 100% interest in the Pipelines and
Transfer Terminal Assets. CPSC represents and warrants that the minimum
monthly income generated by the POC Interest (provided that the lessee is not in
monetary default in making the lease payments) shall be $62,800. The parties
further agree that such operating costs and expenses shall not be used to offset
POC's right to receive the greater of $62,800 or forty percent (40%) of the
monthly gross income generated from the Pipelines and Transfer Terminal Assets
pursuant to Section 3 of this Addendum .
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10. With regard to the two 7-mile pipelines and the LPG transfer terminal
being constructed by CPSC in Matamoros, Tamaulipas, Mexico (hereinafter
collectively referred to as the "Mexico Facilities"), the parties hereby confirm
and agree that CPSC's construction obligations for the Mexico facilities shall
be no greater and no less than those anticipated and specified in the CPSC
Agreements.
11. At POC's option, POC may elect to offset the monthly income guaranteed
to POC under Paragraph 1 of the Houston Agreement and Section 9 of this Addendum
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against its monthly rental obligations to CPSC under the CPSC Agreements,
remitting the difference where the monthly rental amount exceeds the monthly
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guaranteed income to CPSC. As long as POC is not in monetary default under the
Lease, CPSC shall not have the option of withholding any monthly guaranteed
income payments owed to POC, as an owner of the Pipelines and Transfer Terminal
Assets and the CPSC Agreements, against POC's non-monetary obligations owing to
CPSC under the Lease.
12. To the extent that POC has advanced or will advance sums towards the
construction of the Pipelines, Transfer Terminal, and/or LPG transfer terminal
on either the U.S. or Mexico side in addition to the $3,000,000 required to be
provided under Section 3 of this Addendum, CPSC agrees to reimburse POC for such
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advancements within thirty (30) days of invoicing by POC, and that any
advancements not so timely reimbursed shall bear interest on the unpaid balance
at Bank of America's prime rate plus 1%. CPSC further agrees that, to the
extent that any such advancements remain unreimbursed and due and owing to POC
at the time that POC exercises any of its options pursuant to this Addendum, the
CPSC Agreements, and/or the Houston Agreement, then, consistent with Section 3
of this Addendum, POC, at POC's election, may apply such unpaid amounts to any
purchase or option exercise price. In the alternative, POC shall have the right
to apply any sums not timely reimbursed by CPSC pursuant to this Section 12 to
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any rental obligations then due and owing by POC to CPSC pursuant to the Lease.
These remedies are in addition to any other remedies POC may be entitled
pursuant to law. POC agrees to provide to CPSC upon request appropriate
reasonable documentation of all expenses for which reimbursement hereunder is
sought.
13. CPSC hereby agrees to partially release collateral POC has granted to
CPSC to secure its rental obligations under the CPSC Agreements in proportion to
POC's percentage ownership interest in the Pipelines and Transfer Terminal
Assets to the extent that POC timely exercises its options under this Addendum,
the Houston Agreement ,and/or the CPSC Agreements. Thus, for example, to the
extent that $1,000,000 worth of collateral has been pledged by POC to secure
its obligations to CPSC under the Lease, upon acquisition of a fifty percent
(50%) interest in the Pipelines and Transfer Terminal Assets and CPSC Agreement,
POC shall be entitled to have fifty percent (50%), or $500,000 worth of said
collateral, released by CPSC. In connection with any such release, POC agrees
that all of the remaining POC pledged collateral ($500,000 worth in the
preceding example), shall secure POC's remaining obligations to CPSC under the
Lease and that said collateral shall not be applied to secure POC's lessor
interest. The parties agree to work in good faith and in a prompt and timely
manner to mutually identify the collateral to be released and to effectively
consummate such releases.
14. The parties hereby agree that POC's post-closing indemnification
obligations (as the term "Closing" was redefined under the Houston Agreement)
pursuant to Section 8.1 of the CPSC Agreements, which shall arise only upon
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POC's acquisition of an ownership interest in the POC Interest, shall be in
proportion to POC's percentage ownership interest in the Pipelines and Transfer
Terminal Assets and CPSC Agreements. For example, to the extent that POC owns a
50% interest, then its indemnification obligations shall only be relative to the
50% interest it has acquired.
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15. POC shall be under no obligation to assign or pledge its judgment in the
International Energy Development Corporation case, also known as Penn Octane
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Corporation v. International Bank of Commerce Brownsville (197th District Court,
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Cameron County, Case No. 94-08-4008-C) to CPSC except as provided under this
Section 15, and then it shall only be obligated to assign that portion of the
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judgment necessary to meet the balance then owing toward the appropriate unpaid
option purchase price. It is the intention of the parties that, to the extent
that POC fails to timely exercise its option under Section 3 of this Addendum to
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acquire a fifty percent (50%) interest in the POC Interest or fails to come up
with the $3,000,000 purchase price on a timely basis, then POC shall still
retain an option to acquire a thirty percent (30%) interest in the Pipelines and
Transfer Terminal Assets and CPSC Agreements pursuant to the Houston Agreement.
To the extent, however, that POC does not pay the $3,000,000 option
consideration when due under the Houston Agreement, and provided that at that
time the judgment in favor of POC in International Energy Development
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Corporation v. International Bank of Commerce-Brownsville has not been
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satisfied, CPSC shall have the right to either: (i) accept from POC an
assignment of the unpaid purchase price portion of the judgment as payment in
full for the remainder of the purchase price and, upon collection of the
judgment, remitting any sums in excess of unpaid purchase price back to POC
,but retaining all interest on the unpaid purchase price pursuant to the
judgment interest rate accruing from the date of transfer of the judgment from
POC to CPSC until the judgment is collected; or (ii) treating the Houston
Agreement as null and void between POC and CPSC, thereby entitling CPSC to enter
into other agreements covering the same subject matter with third parties
interested in obtaining interests in the Pipelines and Transfer Terminal Assets
and CPSC Agreements. To the extent that POC is only able to raise a portion of
the $3,000,000 required for either the fifty percent (50%) interest under
Section 3 of this Addendum or the thirty percent (30%) interest under the
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Houston Agreement and is therefore unsuccessful in obtaining any interest in the
Pipelines and Transfer Terminal Assets and the CPSC Agreements, POC shall still
have the right to reimbursement from CPSC pursuant to Section 12 of this
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Addendum for all monies to-date advanced by POC to CPSC towards the purchase of
the fifty percent (50%) interest or the thirty percent (30%) interest, as the
case may be. Any sum advanced by POC towards the purchase of an interest in the
Pipelines and Transfer Terminal Assets and the CPSC Agreements that does not
result in POC obtaining an interest in same may also be applied by POC, at POC's
option, to the exercise of any other option or purchase right it may have under
the Houston and CPSC Agreements.
16. This Addendum may not be amended, altered, or modified except in
writing signed by the parties hereto.
17. This Addendum shall be binding upon and shall inure to the benefit of
permitted successors and assigns of the parties hereto.
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18. In the event of the bringing of any action or suit by a party hereto by
reason of any breach of any of the covenants, agreements, or provisions arising
out of this Addendum, the prevailing party shall be entitled to recover all
costs and expenses of that action or suit, at trial or on appeal, and in
collection of judgment, including reasonable attorneys' fees, accounting, and
other professional fees resulting therefrom.
19. Except for POC's initial taking of title to the Pipelines and Transfer
Terminal Assets and the CPSC Agreements pursuant to Section 6, this Addendum
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shall not be assignable by either party hereto absent the prior written consent
of the other party.
20. Any controversy or claim (other than claims for preliminary injunctive
relief or other pre-judgment or equitable remedies) arising our of or relating
to this Addendum, including any controversy or claim as to the arbitrability of
any controversy or claim and any claim for rescission, shall be settled by
binding arbitration in Houston, Texas, in accordance with the then rules of the
American Arbitration Association, and judgment upon an award rendered in such
arbitration may be entered in any court having proper jurisdiction thereof.
BOTH PARTIES HAVE READ AND UNDERSTAND THIS SECTION 20, WHICH DISCUSSES
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ARBITRATION. THE PARTIES UNDERSTAND THAT BY SIGNING THIS ADDENDUM, THEY AGREE
TO SUBMIT ANY FUTURE CLAIMS ARISING OUT OF RELATING TO, OR IN CONNECTION WITH
THIS ADDENDUM, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE,
BREACH, OR TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT THIS ARBITRATION
CLAUSE CONSTITUTES A WAIVER OF EACH PARTIES' RIGHT TO A JURY TRIAL AND RELATES
TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE RELATIONSHIP
BETWEEN CPSC AND POC. IN THE EVENT ANY DISPUTE IS IN EXCESS OF $10,000, THEN
EACH OF THE PARTIES SHALL BE ENTITLED TO PURSUE FORMAL DISCOVERY TO THE EXTENT
THEY WOULD OTHERWISE BE ENTITLED IF THE DISPUTE WAS BEFORE THE FEDERAL UNITED
STATES DISTRICT COURT IN HOUSTON.
21. This Addendum may be executed in one or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one
and the same instrument.
22. The parties hereby clarify that for purposes of notice under Section
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10.3 of the CPSC Agreements, and wherever notice is otherwise required by any
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other agreement between POC and CPSC, notice to CPSC shall be sent to Xxxx X.
Xxxxxx, President of CPSC, rather than to X.X. Xxxxxx, at the address set forth
under Section 10.3, and that notice to POC shall be sent to Xxxxxx Xxxxxxx,
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President of POC, at the following new California address: 00000 Xxxxxxx Xxxx,
Xxxxxxxx X, Xxxx Xxxxxx, Xxxxxxxxxx 00000.
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EFFECTIVE the ______ day of _________________, 1999.
"POC" "CPSC"
PENN OCTANE CORPORATION, CPSC INTERNATIONAL, INC.,
a Delaware corporation a Texas corporation
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxx X. Xxxxxx
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Xxxxxx Xxxxxxx Xxxx X. Xxxxxx
Title: President Title: President
By:__________________________ By:_______________________
Title:_______________________ Title:____________________
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