EXHIBIT 2
AGREEMENT
This Agreement is made this 13th day of September, 2002, by and
between Xxxxxx Xxxxxxx Xxxxx ("Transferor"), whose address is 000 Xxxx Xxxxx
Xxxx, Xxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0, WENTIM, LTD., an Ontario corporation,
having its principal office at 000 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx X0X 0X0,
Xxxxxx ("Wentim"), Wendy's International, Inc., an Ohio corporation having its
principal office at 0000 Xxxx Xxxxxx-Xxxxxxxxx Xxxx, Xxxxxx, Xxxx 00000
("Wendy's"), THD RE No. 1 Co., an unlimited liability company incorporated under
the laws of Nova Scotia (hereinafter "RE No. 1") and the Irrevocable Trust for
the Benefit of Xxxxxx X. Xxxxx established under agreement dated as of December
29, 1995 ("Trust").
WHEREAS, The Huntington Trust Company, N.A. was merged with and into
The Huntington National Bank on July 1, 1997, and The Huntington National Bank,
as the successor by merger, is the trustee of Trust; and
WHEREAS, Transferor currently holds 5,741,262 exchangeable shares of
Wentim, which is the successor by amalgamation to 1149658 Ontario Inc. and
1052106 Ontario Limited (formerly 632687 Alberta Ltd.); and
WHEREAS, Wendy's, Transferor, 1149658 Ontario Inc. and 000000 Xxxxxxx
Ltd. entered into a Share Purchase Agreement dated October 31, 1995, which has
subsequently been amended (the "Share Purchase Agreement"); and
WHEREAS, Wendy's, Transferor and 1149658 Ontario Inc. entered into a
Share Exchange Agreement dated as of December 29, 1995, which has subsequently
been amended (the "Share Exchange Agreement"); and
WHEREAS, Transferor, Wendy's and Wentim entered into a Support
Agreement dated as of December 29, 1995 (the "Support Agreement"); and
WHEREAS, Transferor and Trust entered into a Guaranty Agreement dated
as of December 29, 1995, which has subsequently been amended (the "Guaranty");
and
WHEREAS, Trust and Wendy's entered into a Subscription Agreement
dated as of December 29, 1995, which has subsequently been amended (the
"Subscription Agreement"); and
WHEREAS, Transferor and Wendy's entered into a Registration Rights
Agreement dated as of December 29, 1995, which has subsequently been amended
(the "Registration Rights Agreement"); and
WHEREAS, Transferor has requested permission for the transfer of all
of his exchangeable shares of Wentim to and among one or more partnerships or
corporations directly or indirectly wholly-owned by the Transferor (the
"Transferees") for purposes of subsequently exchanging such exchangeable shares
for common shares of Wendy's in accordance with the terms of the exchangeable
shares; and
WHEREAS, as a condition to Wendy's approving such transfers certain
amendments to various of the agreements referenced above are required;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION ONE. COMPLIANCE WITH TERMS OF EXCHANGEABLE SHARES AND
SECURITIES LAWS. The Transferor acknowledges that the exchange of any
exchangeable shares and the issuance of Wendy's common shares in consideration
therefor is subject to applicable securities laws. The Transferor agrees on
behalf of himself and any Transferees that he will only transfer exchangeable
shares of Wentim to a Transferee in a manner such that the exchange of such
exchangeable shares by such Transferee to Wendy's or its affiliates will be
completed in accordance with their terms and in compliance with applicable
securities laws. Share certificates representing Wendy's common shares issued to
the Transferor or any Transferee shall have a customary U.S. Securities Act of
1933, as amended (the "1933 Act"), restrictive legend. Such legend will be
promptly removed to the extent shares are sold pursuant to an effective
registration statement or an exemption from registration under Section 4(1) of
the 1933 Act (provided that Wendy's has received an opinion of counsel in form
and substance and from counsel reasonably acceptable to Wendy's) or become
eligible for sale under Rule 144(k) under the 1933 Act.
SECTION TWO. REPRESENTATIONS, WARRANTIES AND COVENANTS OF
TRANSFEROr. Transferor hereby represents, warrants and covenants that he is the
sole record and beneficial owner and holder of the exchangeable shares of Wentim
referenced in the recitals to this Agreement, that he is not a non-resident of
Canada for purposes of the Income Tax Act (Canada) and that he has not, and as
of the date of transfer of exchangeable shares to any Transferee (the "transfer
date") will not have, pledged, transferred, sold or otherwise hypothecated any
interest in such exchangeable shares, except for such pledges as have been
specifically disclosed by Transferor to Transferee and as will be fully and
properly released not later than the transfer date. Transferor further
represents, warrants and covenants that all consents and approvals from third
parties necessary in connection with the transactions contemplated hereby with
respect to Transferor have been obtained (or will be obtained not later than the
transfer date) by Transferor and delivered to Wendy's or waived in writing by
Wendy's. The foregoing representations, warranties and covenants shall survive
approval of any transfer of exchangeable shares.
SECTION THREE. AMENDMENTS TO OTHER AGREEMENTS. Effective as of the
date hereof, the parties hereto hereby agree that the documents and agreements
set forth below are hereby, or with respect to the Wentim articles will be,
amended as follows (with capitalized terms used below having the meaning
attributed to them in the relevant agreement unless otherwise defined below):
(A) The definitions in Section 1.1 of the Provisions Attaching to
Exchangeable Shares of Wentim as set forth in the Articles of Wentim
shall be amended as follows:
(a) to add the following definitions or amend existing definitions
to read as follows:
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"Business Day" means a day other than (a) a Saturday, a
Sunday, or (b) any other day when banks are not open for
business in both Toronto, Ontario and Columbus, Ohio;
"Purchase Right" means the Purchase Right pursuant to Article
2 of the Share Exchange Agreement;
"Wendy's or a Wendy's Affiliate" means Wendy's International,
Inc. or an Affiliate of Wendy's;
"Share Exchange Agreement" means the Share Exchange Agreement,
dated as of December 29, 1995, as amended, among Wendy's, the
Corporation, RE No. 1 and Xxxxxx X. Xxxxx and such Affiliates
of Wendy's as may become a party thereto;
"RE No. 1" means THD RE No. 1 Co., an unlimited liability
company incorporated under the laws of Nova Scotia;
"Corporation" means WENTIM, Ltd., the successor by
amalgamation to 1149658 Ontario Inc. and 1052106 Ontario
Limited;
"Trustee" means The Huntington National Bank.
(b) Articles 5 and 6 and Sections 7.1 and 16.1 of the Provisions
Attaching to Exchangeable Shares of Wentim and Appendix 1 (the
Notice of Retraction) will be amended as necessary to permit
the Purchase Right, the Liquidation Call Right, the Retraction
Call Right, and the rights exercisable on the Redemption Date,
to be exercised by either Wendy's or a Wendy's Affiliate.
(c) A new Section 6.9 shall be added as follows:
6.9 No more than six Retraction Requests may be made
under this Article 6 between September 13, 2002 and
the Redemption Date, provided that a Retraction
Request that is withdrawn pursuant to Section 6.7
shall not count towards such limitation on the number
of Retraction Requests.
In connection with this amendment Transferor hereby acknowledges and
agrees that Wentim shall cause such amendment to be filed with any
required governmental authority and further agrees to sign any
shareholder actions necessary to authorize such amendment.
(B) The following amendments shall be made to the Registration Rights
Agreement:
(a) The definition of "Shareholder" shall be amended to read as
follows:
"Shareholder" means Xxxxxx X. Xxxxx and any partnership or
entity directly or indirectly wholly owned by him which is a
party to this Agreement and which with the prior written
approval of Wendy's holds Newco Exchangeable Shares or Wendy's
Common Shares acquired in exchange for Newco Exchangeable
Shares;
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(b) The definition of "Share Exchange Agreement" shall be amended
to read:
"The Share Exchange Agreement, dated December 29, 1995, as
amended, among Wendy's, RE No. 1, Newco and Shareholder and
such Affiliates of Wendy's as may become a party thereto."
(c) The definition of "Registrable Securities" in Section 1.1
shall be amended in subparagraph (ii) by replacing "Xxxxxx X.
Xxxxx" with "Shareholder";
(d) The following definition of "Affiliate" shall be added:
"Affiliate" of any person means any other person directly or
indirectly controlled by, or under common control with, that
person. For the purposes of this definition, "control"
(including, with correlative meanings, the terms "controlled
by" and "under common control with"), as applied to any
person, means the possession by another person, directly or
indirectly, of the power to direct or cause the direction of
the management and policies of that first mentioned person,
whether through the ownership of voting securities, by
contract or otherwise.
(e) Sections 2.1 and 2.2 shall be amended to read as follows:
2.1 Subject to compliance with Section 2.2 hereof by the
Shareholders, within thirty (30) days after September
13, 2002, Wendy's agrees to use its best efforts to
file with the SEC a shelf registration statement
under the 1933 Act, and Wendy's shall use its best
efforts to cause such registration statement to
become effective as soon as possible thereafter and
to remain in effect until January 2, 2004; provided,
however, that if Wendy's, in its sole good faith
judgment, determines that filing or maintaining the
effectiveness of a registration statement covering
Registrable Securities (or any disclosure which may
be reasonably required to be contained therein) is
reasonably likely to materially interfere with any
financing, acquisition, corporate reorganization,
merger or other transaction, or require premature
disclosure of any material circumstance, relating to
Wendy's, Wendy's may postpone such filing or at any
time terminate the effectiveness thereof by written
notice to the Shareholder for a period of time (the
Blackout Period) not to exceed 90 days . The
registration statement will cover Registrable
Securities in an amount representing 100% of the
total number of Wendy's Common Shares which are
exchangeable for, or have been exchanged for, as
applicable, the total number of Newco Exchangeable
Shares held by the Shareholder (as adjusted to give
effect to any subsequent changes in the Wendy's
Common Shares). Wendy's may suspend the availability
of any registration statement covering Registrable
Securities if such suspension is effected in good
faith and for valid business reasons (not including
avoidance of Wendy's obligations hereunder),
including the acquisition or divestiture of assets,
the filing of public reports with the SEC and during
the pendency of material corporate developments. Upon
such suspension
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of a registration statement by Wendy's, the
Shareholder shall suspend offers and sales of
Registrable Securities until Wendy's notifies the
Shareholder that (a) offers and sales may recommence
or (b) Wendy's has filed a supplement to the
prospectus or an amendment to such registration
statement to update the disclosure contained therein.
For the purposes of this Section 2.1, notice shall be
deemed given by sending notice to the Shareholder as
contemplated by Section 9.4 of this Agreement with a
copy by fax to Xxx Xxxxxxxxx and Xxx Xxxxxxx at
000-000-0000.
2.2 The Shareholder hereby undertakes to furnish all such
information and materials and take all such action as
may be required in order to permit Wendy's to comply
with all applicable requirements of the SEC, to
obtain acceleration of the effective date of the
registration statement and to comply with all
reasonable requests of the underwriters, if any.
(f) The initial language in Section 4 prior to subparagraph 4(a)
and subparagraph 4(a) are deleted and replaced with the
following:
4. REQUIREMENTS WITH RESPECT TO REGISTRATION. Wendy's
will only be required to file one registration
statement pursuant to this Agreement when requested
as contemplated in Section 2.1 hereof, provided,
however, that in the event Wendy's postpones the
filing or terminates the effectiveness of a
registration statement pursuant to Section 2.1, it
shall use its best efforts to cause a registration
statement covering all Registrable Securities to be
effective and available for use by Shareholder
promptly after termination of the Blackout Period .
When Wendy's is required by the provisions hereof to
register Registrable Shares, Wendy's will, as
provided in Section 2.1:
(a) Prepare and file with the SEC a registration
statement and such amendments and
supplements to such registration statement
and the prospectus used in connection
therewith as may be necessary to keep such
registration statement effective and to
comply with the provisions of the 1933 Act
with respect to the disposition of all
Registrable Securities covered by such
registration statement for the period
required to effect the distribution of such
shares, but in no event shall Wendy's be
required to do so for a period extending
beyond January 2, 2004.
(C) The Share Exchange Agreement is amended as follows to permit either
Wendy's or RE No. 1 or a Wendy's Affiliate designated in writing by
Wendy's which agrees in writing to be bound by the terms of the Share
Exchange Agreement to fulfill the Exchange Rights and the Purchase on
the Purchase Date or to exercise the Liquidation Call Right and the
Retraction Call Right:
(a) by adding THD RE No. 1 Co. as a party thereto to be referred
to as "RE No. 1";
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(b) by amending the definition of "Seller" to mean Xxxxxx X. Xxxxx
or any partnership or entity directly or indirectly
wholly-owned by him which with the prior written approval of
Wendy's holds Newco Exchangeable Shares;
(c) by adding the following definitions of "Affiliate" and
"Designated Wendy's Affiliate":
"Affiliate" of any person means any other person directly or
indirectly controlled by, or under common control with, that
person. For the purposes of this definition, "control"
(including, with correlative meanings, the terms "controlled
by" and "under common control with"), as applied to any
person, means the possession by another person, directly or
indirectly, of the power to direct or cause the direction of
the management and policies of that first mentioned person,
whether through the ownership of voting securities, by
contract or otherwise.
"Designated Wendy's Affiliate" means an Affiliate of Wendy's,
designated by Wendy's by written notice to the Shareholder,
which agrees in writing to be bound by the terms of the Share
Exchange Agreement.
(d) the references to "Wendy's" (excluding references to "Wendy's
Common Shares") in Sections 1.1.1, 1.1.2, 1.3, the first
sentence of Section 3.1, the first place it appears in Section
4.1, Sections 7.1(b), 8.2, and Exhibit A shall be amended to
read "Wendy's and RE No. 1 or a Designated Wendy's Affiliate";
(e) the references to "Wendy's" (excluding references to "Wendy's
Common Shares") in Sections 1.1.3, 2.1, 2.2.1, 2.2.2, Section
3.1 (other than in the first sentence), Sections 3.2, 3.3, the
second place it appears in Section 4.1, Sections 4.2, 4.3,
5.1, 5.2, 5.4, 5.5(b), 5.9, and 8.6 shall be amended to read
"Wendy's or RE No. 1 or a Designated Wendy's Affiliate";
(f) the Share Exchange Agreement is hereby amended to add Article
4A entitled Wendy's Overriding Rights as follows:
In the event that RE No. 1 or a Designated Wendy's Affiliate
elects to fulfill the obligations under the Exchange Right,
the Purchase on the Purchase Date or exercise the rights under
the Liquidation Call Right or the Retraction Call Right it
shall give written notice to that effect to both the Seller
and Wendy's and Wendy's shall, until such time as the Share
Exchange is completed, have the overriding right to fulfill
such obligations or exercise such rights in the place of RE
No. 1 or the Designated Wendy's Affiliate, as applicable, by
written notice to the Seller and RE No. 1 or the Designated
Wendy's Affiliate, as applicable. In the event neither RE No.
1 nor any Designated Wendy's Affiliate elects to fulfill the
obligations under the Exchange Right or the Purchase on the
Purchase Date Wendy's shall remain obligated to complete such
Share Exchange.
(g) in Section 8.1 the following definitions are hereby amended as
follows:
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(i) in the definitions "Share Exchange", "Taxes" and "US
Taxes", the term "Wendy's" shall be replaced with the
phrase "Wendy's or RE No. 1 or a Designated Wendy's
Affiliate".
(h) by adding a new Section 1.1.4 as follows:
1.1.4 The Exchange Right may be exercised no more than six
times between September 13, 2002 and the Purchase
Date, provided that a withdrawn exercise of the
Exchange Right shall not count towards such
limitation on the exercise of the Exchange Right.
(D) Section (8) of the Subscription Agreement is hereby amended to read as
follows:
(8) This Subscription Agreement shall terminate only upon the
occurrence of either of the following events: (a) payment of
the full purchase price hereunder or (b) there are no Newco
Exchangeable Shares outstanding except Newco Exchangeable
Shares held by ISSUER or by an Affiliate of the ISSUER (with
Affiliate having the meaning attributed thereto in Newco's
Articles, as amended).
SECTION FOUR. ACKNOWLEDGMENT RE NUMBER OF SUBSCRIBED SHARES. The
Transferor, the Trust and Wendy's acknowledge and agree that taking into account
all transactions prior to the date hereof, the number of Subscribed Shares
subscribed for by the Trust under the Subscription Agreement, and in respect of
which the Trust is listed by Wendy's on its record of shareholders as the record
holder, has been reduced from the original number of 16,450,000 to 5,741,262.
SECTION FIVE. JOINT ANNOUNCEMENTS. The Transferor acknowledges and
agrees that a press release announcing the filing of the shelf registration
statement will be issued by Wendy's promptly after filing stating that the
Transferor has represented to it that he intends to sell shares under the
registration statement in an orderly fashion so as to minimize any market
disruption. The form of the press release shall be approved in advance by the
Transferor, acting reasonably. Wendy's will consult with Transferor prior to the
issuance of such press release. Without the written consent of the other
parties, unless necessary to comply with applicable law in which case prompt
notice shall be given to the other party hereto but written consent shall not be
required, none of Transferor, any Transferee or Wendy's shall make public
statements or statements to the investment community or media which are in any
way inconsistent with such press release.
SECTION SIX. TRANSFER PROCESS RE TRANSFEREE. As a precondition to any
transfer by the Transferor to one or more Transferees approved in writing by
Wendy's:
(i) Transferor must deliver one or more certificates representing all of
the exchangeable shares of Wentim which are being sold to and purchased
by the Transferees, duly endorsed for transfer, and
(ii) Wendy's must receive evidence satisfactory to Wendy's that all consents
and releases contemplated by Section 2 hereof have been obtained.
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SECTION SEVEN. NOTICES. All notices required or permitted to be given
under this Agreement and the other agreements amended by this Agreement shall be
deemed duly given when delivered personally or by telefax or sent by registered
or certified mail, postage prepaid, properly addressed to the party to receive
such notice, at the addresses specified above, with an additional copy sent as
follows:
If to Transferor:
000 Xxxx Xxxxx Xxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
With copy to:
Jetport
000-0000 Xxxxxxx Xxxx
Xx. Xxxx, Xxxxxxx
Xxxxxx X0X 0X0
Attention: Corporate Counsel
Fax: 000-000-0000
If to Wendy's:
Wendy's International, Inc.
0000 X. Xxxxxx-Xxxxxxxxx Xx.
Xxxxxx, XX 00000
X.X.X.
Attention: General Counsel
Fax: 000-000-0000
If to THD RE No. 1 Co. or a Designated Wendy's Affiliate:
0000 00xx Xx. XX
Xxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
Attention: Corporate Counsel
Fax: 000-000-0000
SECTION EIGHT. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto regarding the subject matter hereof; there
are no agreements, covenants, warranties, or representations, express or
implied, except those expressly set forth in this Agreement. All agreements,
covenants, representations, and warranties contained in this Agreement shall
apply as of the date of this Agreement and shall survive the settlement of this
Agreement.
SECTION NINE. MODIFICATION. This Agreement may not be amended or
modified, except by written agreement of the parties hereto.
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SECTION TEN. BINDING EFFECT. This Agreement shall bind and enure to the
benefit of the parties hereto and their respective heirs, legal representatives,
successors, and assigns. With Wendy's prior written consent, Transferor may
transfer all or a portion of the exchangeable shares to one or more Transferees
directly or indirectly legally and beneficially wholly-owned by Transferor,
provided that such Transferees agree, by executing an appropriately completed
version of Schedule A hereto, to be bound by all of the terms and conditions of
this Agreement and the agreements referenced in the recitals hereto to the same
extent that Transferor is bound hereunder, including with respect to the
representations and warranties made by Transferor hereunder, and provided
further that the economic interest of Wendy's or its affiliates resulting from
the eventual purchase of the exchangeable shares by Wendy's or its affiliates
pursuant to the share terms or the Share Exchange Agreement is not adversely
affected by such transfers.
SECTION ELEVEN. GOVERNING LAW. This Agreement shall be construed under
and governed by the local laws of the State of Ohio. The foregoing choice of law
provision shall not affect the applicability of any tax laws of Canada or any
other jurisdiction that may apply to the transactions contemplated by this
Agreement.
SECTION TWELVE. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be a duplicate original, but
all of which, taken together, shall be deemed to constitute a single instrument.
SECTION THIRTEEN. FURTHER ASSURANCES. The parties hereto shall take, or
cause to be taken, such further actions which are necessary to complete the
transfer of the exchangeable shares being sold pursuant to this Agreement on the
records of Wentim and to effect the other transactions contemplated by this
Agreement. If Transferor tenders certificates for more exchangeable shares than
are being sold pursuant to this Agreement, Transferor will receive a new
certificate, as soon as practicable but in no event later than 10 days after the
transfer date, for the balance of the exchangeable shares which continue to be
owned by Transferor after giving effect to the sale by the Transferor to the
Transferees as contemplated by this Agreement.
SECTION FOURTEEN. REORGANIZATION OR RESTRUCTURING INVOLVING WENTIM.
Transferor hereby covenants and agrees (and shall cause any subsequent holder of
Wentim exchangeable shares, if otherwise permitted by Wendy's to be an assignee
of Wentim exchangeable shares, to covenant and agree) to consent to a
reorganization or restructuring of Wentim if in the future requested by Wendy's
with respect to which consent of the holder of Wentim exchangeable shares is
required, provided that the holder, and the economic interest in Wentim
exchangeable shares owned by the holder at the time and the Wendy's common
shares into which they are exchangeable, is not adversely affected.
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IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto or their duly authorized officers on the date first written above.
/s/ Xxxxxxxxx X. Fayt /s/ Xxxxxx Xxxxx
--------------------------- ----------------------------------------------
Witness to the signature of XXXXXX XXXXXXX XXXXX
Xxxxxx Xxxxxxx Xxxxx
WENTIM, LTD.
By: /s/ Xxxx X. Xxxxxxxx, Xx.
-------------------------
Title: Executive Vice President and Secretary
--------------------------------------
WENDY'S INTERNATIONAL, INC.
By: /s/ Xxxx X. Xxxxxxxx, Xx.
-------------------------
Title: Executive Vice President, General
---------------------------------
Counsel and Secretary
---------------------
THD RE NO. 1 CO.
By: /s/ Xxxx X. Xxxxxxxx, Xx.
-------------------------
Title: Executive Vice President and Secretary
--------------------------------------
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The Huntington National Bank, successor by merger to The Huntington Trust
Company, N.A., as trustee of the Irrevocable Trust for the Benefit of Xxxxxx X.
Xxxxx, hereby executes this Agreement for the purpose of agreeing to the
amendment to the Subscription Agreement provided for in Section 3(D) and for the
purpose of the acknowledgment relating to the Subscription Agreement as herein
set forth in Section 4.
THE IRREVOCABLE TRUST FOR
THE BENEFIT OF XXXXXX X. XXXXX
The Huntington National Bank, successor by
merger to The Huntington Trust Company, N.A.,
Trustee
By: /s/ Candada X. Xxxxx
------------------------
Title: Senior Vice President
-----------------------
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SCHEDULE A
Each of the undersigned executes this Agreement as a Transferee of
Wentim exchangeable shares pursuant to Section 10 hereof and agrees to be bound
by all of the terms and conditions of this Agreement and the agreements
referenced in the recitals to this Agreement to the same extent that Transferor
is bound thereunder and to the extent provided in the Approval of Transfer of
Exchangeable Shares by and among the parties hereto of even date herewith.
JETPORT INVESTMENTS
by its partners
------------------------------------------
Name: Xxxxxx Xxxxxxx Xxxxx
Title: Partner
JETPORT INC.
By:
---------------------------------------
Name: Xxxxxx Xxxxxxx Xxxxx
Office: President
Title: Partner
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SCHEDULE B
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CONSENT
-------
Canadian Imperial Bank of Commerce, as pledgee of Five Million
exchangeable shares of WENTIM, LTD. ("Wentim") owned by Xxxxxx X. Xxxxx, hereby
executes this Consent for the purpose of consenting in writing to the amendments
to the Provisions Attaching to Exchangeable Shares of Wentim, the Share Exchange
Agreement, the Subscription Agreement, and the Registration Rights Agreement as
herein set forth and to acknowledge the accuracy of Section 4 hereof.
Canadian Imperial Bank of Commerce
By: /s/ X. X. Xxxxxxxx
-----------------------------
X. X. XXXXXXXX
Title: Senior Account Manager
Private Banking Centre
--------------------------
Date: Sept. 12, 2002
--------------------------
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