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EXHIBIT 10.3.6
GUARANTY
(Individual Guarantors)
THIS GUARANTY ("Guaranty"), made by XXXXXXXXXXX X. XXXXXXXX, XXXXXXXX
XXXXXXX & COMPANY, L.P., a Delaware limited partnership, and XXXXXXX X. XXXXXXXX
(each a "Guarantor" and collectively, "Guarantors"), to, and for the benefit of,
STAR BANK, NATIONAL ASSOCIATION, a national banking association ("Lender"), is
as follows:
1. GUARANTY.
1.1 GUARANTY. For value received and in consideration of any loan,
advance, or financial accommodation of any kind whatsoever heretofore, now or
hereafter made, given or granted FM Precision Golf Manufacturing Corp. and FM
Precision Golf Sales Corp. (collectively, "Borrowers"), by Lender, Guarantors,
subject to the terms of this Guaranty, unconditionally guarantee to Lender, the
full and prompt payment when due of the principal of, all interest on, and all
fees in respect of, all Loans (as defined in the Financing Agreement), and the
full and prompt payment and performance of any and all other Obligations (as
defined in the Financing Agreement) which are outstanding from time to time
under the Loan Documents (as defined in the Financing Agreement) (all of the
foregoing described indebtedness, liabilities and obligations which are
outstanding from time to time being hereinafter collectively referred to as the
"Guaranteed Obligations"), whether all or any portion of the Guaranteed
Obligations are now or hereafter existing, direct or indirect, related or
unrelated, joint or several, or absolute or contingent and should all or any
portion of the Guaranteed Obligations not be paid when due under the terms of
the Loan Documents, on occurrence of an "Event of Default" (as defined in the
Financing Agreement), by reason of the maturity or acceleration of any of the
Loans, on the occurrence of a default under the terms of this Guaranty, or
otherwise, and at any times after the date when due. The "Financing Agreement"
means the Financing Agreement of even date herewith between Lender and
Borrowers.
1.2 LIMIT ON GUARANTY Notwithstanding any other provision of this
Guaranty but subject to SECTION 1.3 below, (i) Guarantors, collectively, will in
no event be required to pay to Lender under this Guaranty more than the total
sum (the total sum being, the "Maximum Aggregate Liability") of up to (a)
$250,000 of the Guaranteed Obligations and (b) all costs, expenses, fees and
amounts described in SECTION 4.4, and (ii) each Guarantor will in no event be
required to pay to Lender under this Guaranty more than his share of the Maximum
Aggregate Liability based, as applicable, on the following percentage amounts
(as applicable, the "Maximum Individual Liabilities"): (a) Xxxxxxxxxxx X.
Xxxxxxxx is liable to Lender for 33.334% of Maximum Aggregate Liability; (b)
Xxxxxxxx Xxxxxxx & Company, L.P. is liable to Lender for 33.333% of Maximum
Aggregate Liability; and (c) Xxxxxxx X. Xxxxxxxx is liable to Lender for 33.333%
of Maximum Aggregate Liability; however, each Guarantor's liability under this
Guaranty will under no circumstances be affected or impaired by the existence,
from time to time, of total Guaranteed Obligations in excess of the Maximum
Aggregate Liability or the Maximum Individual Liabilities.
1.3 CONTINUING GUARANTY. Notwithstanding any of the provisions of
SECTION 1.2 to the contrary, Guarantors will not be entitled to any credit
against their obligations, individually and collectively, under this Guaranty by
reason of any amounts (i) recovered by Lender by reason of the enforcement by
Lender after an Event of Default of any of its remedies under the Loan
Documents,
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or (ii) paid by any other Guarantor to Lender under this Guaranty; provided,
however, that the total amount that Lender shall be entitled to recover from
Guarantors shall be limited to the amount that would fully repay the unpaid
balance of the Guaranteed Obligations up to the Maximum Aggregate Liability and
subject to the Maximum Individual Liabilities.
2. NATURE OF THE GUARANTY.
2.1 ABSOLUTE OBLIGATIONS. The obligations of Guarantors under this
Guaranty are absolute, unconditional, and will be continuing and remain in full
force and effect subject to SECTION 2.2 and SECTION 2.6 below. This is a
continuing guaranty of payment and not of collection. Guarantors' obligations
under this Guaranty will not be released, discharged, affected, modified or
impaired by any event, including, without limitation, any of the following
events:
(i) the compromise, settlement, release, discharge or
termination of any or all of the obligations of either or both of Borrowers to
Lender by operation of law or otherwise, except as may result from the full and
prompt performance and payment of the Guaranteed Obligations;
(ii) the extension of the time for payment of any obligation
under the Financing Agreement or any of the other Loan Documents, or the waiver,
modification or amendment (whether material or otherwise) of any obligation
under the Financing Agreement or any of the other Loan Documents or the
acceptance of partial payments of the Guaranteed Obligations;
(iii) the taking or failure to take any action under the
Financing Agreement, any of the other Loan Documents or this Guaranty;
(iv) the invalidity or unenforceability of any provision of
the Financing Agreement, any of the other Loan Documents, or this Guaranty;
(v) any (a) failure by Lender to take any steps to perfect,
maintain, or enforce its Liens (as defined in the Financing Agreement) on the
Loan Collateral (as defined in the Financing Agreement) or (b) loss, release,
substitution of, or other dealings with, any collateral or other security given
to Lender with respect to the Guaranteed Obligations;
(vi) the voluntary or involuntary liquidation, dissolution,
sale or other disposition of all or substantially all of the assets, marshalling
of assets and liabilities, receivership, insolvency, bankruptcy, assignment,
composition with creditors or readjustment of, or other similar proceedings
affecting either or both of Borrowers, Guarantors, Corporate Guarantor (as
defined in the Financing Agreement), or any other guarantor of the Obligations
(as defined in the Financing Agreement);
(vii) any allegation of invalidity or contest of the validity
of this Guaranty in any of the proceedings described in clause (vi) of this
SECTION 2;
(viii) any act, election or remedy, or other election,
occurrence or circumstance of any nature, whether or not under Lender's control,
that may affect or impair any subrogation right of Guarantors (or any of them)
or the effectiveness or value thereof;
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(ix) the default or failure of Guarantors (or any of them) to
perform fully any of his or their obligations set forth in this Guaranty;
(x) Lender's election, in any proceeding instituted under
Chapter 11 of Title 11 of the United States Code (11 U.S.C. Section 101 ET SEQ.)
(the "Bankruptcy Code"), of the application of Section 1111(b)(2) of the
Bankruptcy Code;
(xi) any borrowing or grant of a security interest by either
Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code;
(xii) the disallowance of all or any portion of Lender's
claim(s) for repayment of the Guaranteed Obligations under Section 502 of the
Bankruptcy Code; or
(xiii) any other circumstance which might otherwise constitute
a legal or equitable discharge or defense of a guarantor.
2.2 REVIVAL OF GUARANTY. If (i) any demand is made at any time on
Lender for the repayment of any amount received by it from either or both of
Borrowers or as proceeds of any collateral or security which have been applied
in payment of any of the Guaranteed Obligations, and (ii) Lender makes any
repayment to either or both of Borrowers (including any trustee,
debtor-in-possession or other Person (as defined in the Financing Agreement)
asserting the powers of a trustee in bankruptcy) or to any trustee, receiver,
sequestrator, liquidator, or custodian (as defined under the Bankruptcy Code) or
any other Person under the Bankruptcy Code, any other bankruptcy act, any state
or federal law, common law or equitable cause, by reason of any judgment, decree
or order of any court or administrative body or by reason of any settlement or
compromise of such demand, Guarantors, subject to the terms of this Guaranty,
will be liable under this Guaranty for all amounts so repaid to the same extent
as if such amounts had never been received originally by Lender.
2.3 WAIVERS BY GUARANTORS. Each Guarantor hereby covenants that this
Guaranty will not be discharged except by complete performance of the
obligations contained in this Guaranty. Each Guarantor waives all setoffs and
counterclaims and all presentments, demands for performance, notices of
nonperformance, protests, notices of protest, notices of dishonor, notices of
acceptance of and reliance on this Guaranty. Each Guarantor further waives all
(i) notices of the existence, creation or incurring of new or additional
indebtedness, arising either from additional loans extended to either or both of
Borrowers or otherwise, (ii) notices that the principal amount, or any portion
thereof (and any interest thereon), of the Loans or any of the other Guaranteed
Obligations is due, (iii) notices of any and all proceedings to collect from
either or both of Borrowers, any indorser or any other guarantor of all or any
part of the Guaranteed Obligations, or from anyone else, and (iv), to the extent
permitted by law, notices of exchange, sale, surrender or other handling of any
security or collateral given to Lender to secure payment of all or any part of
Guaranteed Obligations.
2.4 APPLICATION OF PROCEEDS BY LENDER. Subject to SECTION 1.2 and
SECTION 1.3 above, Lender will have the exclusive right to determine the
application of payments from and credits to, if any, Guarantors, either or both
of Borrowers or from any other Person on account of the Guaranteed Obligations
or of any other liability of Guarantors (or any of them) to Lender.
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2.5 RESPONSIBILITY OF GUARANTORS. Each Guarantor hereby assumes
responsibility for keeping himself informed of the financial condition of each
Borrower, and any and all indorsers and other guarantors of any instrument or
document evidencing all or any part of the Guaranteed Obligations and of all
other circumstances bearing on the risk of nonpayment of the Guaranteed
Obligations or any part thereof that diligent inquiry would reveal. Lender will
have no duty to advise Guarantors of information known to Lender regarding such
condition or any such circumstances.
2.6 TERMINATION OF GUARANTY. Except as provided in SECTION 2.2 above,
Guarantors' obligations under this Guaranty for the Guaranteed Obligations will
terminate on the earlier to occur of (i) the payment, performance and
satisfaction of the Guaranteed Obligations or (ii) the First Determination Date
(as defined below) provided that (a) Lender has received, in accordance with the
terms of Section 8.7 of the Financing Agreement, Borrowers' annual financial
statements for Borrowers' fiscal year ended on or about May 31, 1997 (the "1997
Statements") and (b) the following two conditions, as determined by Lender, have
been satisfied:
(1) Borrowers' EBITDA (as defined in Section 2 of Exhibit
10.29 of the Financing Agreement) on the First Determination Date is not less
than $2,400,000; and
(2) No Event of Default (as defined in the Financing
Agreement) has occurred and is continuing as of the First Determination Date;
PROVIDED, HOWEVER, THAT
if this Guaranty did not terminate pursuant to clause (ii) above of this SECTION
2.6, this Guaranty may nonetheless terminate on the Second Determination Date
provided that (a) Lender has received, in accordance with the terms of Section
8.7 of the Financing Agreement, Borrowers' annual financial statements for
Borrowers' fiscal year ended on or about May 31, 1998 (the "1998 Statements")
and (b) the following two conditions, as determined by Lender, have been
satisfied:
(1) Borrowers' EBITDA (as defined in Section 2 of Exhibit
10.29 of the Financing Agreement) on the Second Determination Date is not less
than $2,600,000; and
(2) No Event of Default (as defined in the Financing
Agreement) has occurred and is continuing as of the Second Determination Date.
"First Determination Date" means the date on which Lender received the 1997
Statements.
"Second Determination Date" means the date on which Lender received the 1998
Statements.
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3. REPRESENTATIONS AND WARRANTIES. To induce Lender to extend the Guaranteed
Obligations, and for other good and valuable consideration, each Guarantor
hereby represents and warrants to Lender that: (i) this Guaranty is the legal,
valid and binding obligation of Guarantor, enforceable in accordance with its
terms; (ii) the execution, delivery, and performance of this Guaranty does not
and will not, by the lapse of time, by the giving of notice, or the satisfaction
of any other condition: (a) violate or contravene any authority having the force
of law or any agreement or other instrument to which any Guarantor is a party or
by which any Guarantor or any of his or their properties is or may be bound, (b)
result in the creation or imposition of any Lien (as defined in the Financing
Agreement) on any of the properties of any Guarantor, and (c) does not require
any consent or approval of any Person; and (iii) there is no action or
proceeding pending before any court or Governmental Authority (as defined in the
Financing Agreement) which materially, adversely affects the condition
(financial or otherwise) of any Guarantor or any of his or their properties.
4. COVENANTS.
4.1 FINANCIAL STATEMENTS/CASH COLLATERAL ACCOUNT. On or before the
Closing Date (as defined in the Financing Agreement) and each subsequent June
1st so long as this Guaranty remains in effect, Xxxxxxxxxxx X. Xxxxxxxx and
Xxxxxxx X. Xxxxxxxx will each furnish Lender with each Guarantor's respective
financial statements (including, without limitation, applicable schedules) for
the immediately preceding calendar year, certified by each Guarantor to fairly
present each Guarantor's assets, liabilities and financial condition as of the
dates thereof. Such financial statements will be in detail satisfactory to
Lender and will be prepared on a basis consistent with any preceding financial
statements furnished to Lender. Xxxxxxxx Xxxxxxx & Company, L.P. will not be
required to provide such financial statements. However, on or before the Closing
Date, Xxxxxxxx Xxxxxxx & Company, L.P. shall deposit cash in an amount equal to
Xxxxxxxx Xxxxxxx & Company, L.P.'s Maximum Individual Liability (other than the
costs, expenses and fees referenced in SECTION 4.4) in an interest-bearing
account with Lender, to be held by Lender as security for Xxxxxxxx Xxxxxxx &
Company, L.P.'s obligations under this Guaranty pursuant to the terms of a Cash
Collateral Agreement of even date herewith between Lender and Xxxxxxxx Xxxxxxx &
Company, L.P. (the "Cash Collateral Agreement").
4.2 NO DISPOSITION OF ASSETS. Each Guarantor will not encumber,
transfer or otherwise dispose of all or substantially all of his properties;
4.3 NO TRANSFER OF FM STOCK. Except as may be expressly permitted
pursuant to the Financing Agreement, no Guarantor will (i) sell, assign, pledge,
hypothecate or otherwise encumber or transfer, or dispose of any rights or
interests in any voting securities issued by FM Precision Golf Corp., a Delaware
corporation ("FM Stock") which are owned legally or beneficially by him or (ii)
allow any lien, interest, or adverse claim to attach to any of his FM Stock; and
4.4 PAYMENTS. Guarantors will, up to their respective Maximum
Individual Liabilities, pay all of the reasonable costs, expenses and fees,
including, without limitation, all reasonable attorneys' fees, incurred by
Lender in enforcing or attempting to enforce this Guaranty following any default
on the part of Guarantors (or any of them), whether the same is enforced by suit
or otherwise, and, in connection with any such default, all amounts recoverable
by law, including, without limitation, interest on any unpaid amounts due under
this Guaranty; PROVIDED, HOWEVER, that Xxxxxxxx Xxxxxxx & Company, L.P. will not
be responsible for any such costs, expenses and
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fees attributable to the other Guarantors if the sums held by Lender pursuant to
the Cash Collateral Agreement (as defined below) are applied by Lender to the
obligations of Xxxxxxxx Xxxxxxx & Company, L.P. hereunder and no claims are made
by, through or on behalf of Xxxxxxxx Xxxxxxx & Company, L.P. to recover such
amounts other than due to misapplication of such amounts by Lender or other
misfeasance or malfeasance by Lender.
5. DEFAULT; SUBORDINATION.
5.1 PAYMENT OF GUARANTEED OBLIGATIONS. At any time after all or any
portion of the Guaranteed Obligations are due and payable, whether on maturity,
on Lender's demand for payment, after the acceleration of the Obligations on the
occurrence of an Event of Default (as defined in the Financing Agreement), on a
default under this Guaranty, or otherwise: (i) Lender will have the right (a) to
proceed directly against each Guarantor (or any of them in any order) under this
Guaranty without first exhausting any other remedy it may have and without
resorting to any security or guaranty held by it and (b) to compromise, settle,
release, discharge or terminate any of the obligations of any of such
Guarantor(s) as Lender, in its sole and absolute discretion, determines without
thereby in any way affecting, limiting or diminishing its rights thereafter to
enforce the obligations of Guarantors (individually and collectively) under this
Guaranty; (ii) each Guarantor (except Xxxxxxxx Xxxxxxx & Company, L.P., to the
extent it has already done so) will, on the demand of Lender, immediately
deposit with Lender in U.S. dollars the total amount of the Guaranteed
Obligations up to the Maximum Individual Liability specified in SECTION 1.2
above; and (iii) Lender will have the right to sell, collect, or otherwise
dispose of and to apply the proceeds of any collateral or other security given
to Lender with respect to the Guaranteed Obligations in satisfaction of the
Guaranteed Obligations. Lender will have no obligation to xxxxxxxx any assets in
favor of any Guarantor or against or in payment of any or all of the Guaranteed
Obligations.
5.2 SUBORDINATION. Except as may be expressly permitted pursuant to the
Financing Agreement, until the Guaranteed Obligations have been fully paid,
performed and satisfied, (i) any and all claims of each Guarantor against either
Borrower, any indorser or any other guarantor of all or any part of the
Guaranteed Obligations, or against any of their respective properties are, by
signing this Guaranty, made subordinate and subject in right of payment to the
prior payment to Lender in full of all Obligations; and (ii) no Guarantor may
exercise any right to enforce any remedy which any Guarantor now has or may in
the future have against either Borrower, any indorser or any other guarantor of
all or any part of the Guaranteed Obligations.
6. GENERAL.
6.1 CUMULATIVE REMEDIES. No waiver by Lender of any default under this
Guaranty will operate as a waiver of any other default or of the same default on
a future occasion. No failure or delay on the part of Lender in the exercise of
any power, remedy or right will operate as a waiver thereof nor will any single
or partial exercise of any power, remedy or right or the exercise of any other
power, remedy or right operate as a waiver thereof. Lender may assert any of its
powers, rights or remedies successively, concurrently, independently or
cumulatively. The powers, remedies, and rights of Lender provided for in this
Guaranty are not intended to be Lender's sole powers, remedies, or rights.
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6.2 NO IMPLIED WAIVER BY LENDER; AMENDMENTS. A waiver, amendment,
release or modification of this Guaranty will not be established by conduct,
custom or course of dealing and will occur solely by an instrument in writing
duly executed by Lender.
6.3 ENTIRE AGREEMENT. This Guaranty (and, with respect to Xxxxxxxx
Xxxxxxx & Company, L.P., the Cash Collateral Agreement) constitute the entire
agreement between the parties with respect to the subject matter of this
Guaranty, and supersede all prior written and oral agreements and
understandings.
6.4 COUNTERPARTS; CONSTRUCTION. This Guaranty may be executed in
several counterparts, each of which will be regarded as an original instrument.
The captions in this Guaranty are for reference purposes only and will not
relate to the interpretation of any provision of this Guaranty. Any and all
references in this Guaranty to any other document or documents will be
references to this other document or documents as they may, from time to time,
be modified, amended, renewed, consolidated, extended or replaced.
6.5 SEPARATE INSTRUMENT. This Guaranty constitutes a separate
instrument, enforceable in accordance with its terms, and neither this Guaranty
nor the obligations of Guarantors (individually and collectively) under this
Guaranty will, under any circumstance or in any legal proceeding, be deemed to
have merged into any other agreement or obligation of Guarantors.
6.6 SEVERABILITY. If any term of this Guaranty is found invalid under
Ohio law (or laws of mandatory application) by a court with jurisdiction, this
invalid term will be considered excluded from this Guaranty and will not
invalidate the remaining terms of this Guaranty.
6.7 OHIO LAW. This Guaranty will be governed by and construed in
accordance with the internal laws of the State of Ohio (without regard to Ohio
conflicts of laws principles).
6.8 CHOICE OF FORUM. AS SPECIFICALLY BARGAINED INDUCEMENT FOR LENDER TO
ACCEPT THIS GUARANTY AND TO EXTEND CREDIT TO BORROWERS, EACH GUARANTOR AGREES
THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS
GUARANTY, ITS VALIDITY OR PERFORMANCE, AT THE SOLE OPTION OF LENDER, ITS
SUCCESSORS AND ASSIGNS, AND WITHOUT LIMITATION ON THE ABILITY OF LENDER, ITS
SUCCESSORS AND ASSIGNS, TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION
ACTIONS RELATED TO REPAYMENT OF THE GUARANTEED OBLIGATIONS, WILL BE INITIATED
AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS AT
CINCINNATI, OHIO. LENDER AND GUARANTORS EACH CONSENT TO AND SUBMIT TO THE
EXERCISE OF JURISDICTION OVER THEIR PERSON BY ANY COURT SITUATED AT CINCINNATI,
OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVE PERSONAL SERVICE OF ANY
AND ALL PROCESS ON THEM AND CONSENT THAT ALL SUCH SERVICE OF PROCESS BE MADE BY
REGISTERED MAIL DIRECTED TO GUARANTORS AND LENDER AT THEIR RESPECTIVE ADDRESSES
AS SET FORTH BELOW (OR SUCH OTHER ADDRESS AS A PARTY MAY FROM TIME TO TIME
DESIGNATE FOR ITSELF BY NOTICE TO THE OTHER PARTY) OR AS OTHERWISE PROVIDED
UNDER THE LAWS OF THE STATE OF OHIO. GUARANTORS AND LENDER EACH WAIVE TRIAL BY
JURY, AND EACH GUARANTOR WAIVES ANY
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OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY
ACTION INSTITUTED UNDER THIS GUARANTY.
6.9 SUCCESSORS AND ASSIGNS. This Guaranty will inure to the benefit of
Lender, its successors and assigns and be binding on the heirs, executors, legal
representatives, successors and assigns of Guarantors.
6.10 NOTICES. Any notice or notification required, permitted or
contemplated under this Guaranty must be in writing, addressed to the party to
be notified at the address set forth below or at such other address as each
party may designate for himself or itself from time to time by notice under this
Guaranty, and will be deemed to have been validly served, given or delivered on
the earliest of receipt or (i) three Business Days (as defined in the Financing
Agreement) following deposit in the United States mails, via registered U.S.
mail, with proper postage prepaid, or (ii) the next Business Day after such
notice was delivered to a regularly scheduled overnight delivery carrier with
delivery fees either prepaid or an arrangement, satisfactory with such carrier,
made for the payment of such fees, or (iii) on receipt of notice given by
telecopy, mailgram, telegram, telex, or personal delivery:
To Mr. Xxxxxxxxxxx Xxxxxxxx: Mr. Xxxxxxxxxxx Xxxxxxxx
P.O. Box 25182
0000 Xxxx Xxxx Xxxxx Xxxxx, Xxxxx 0
Xxxxxxx, Xxxxxxx, 00000
Telecopy No. (000) 000-0000
To Xxxxxxxx Xxxxxxx
& Company, L.P.: Xxxxxxxx Xxxxxxx
& Company, L.P.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxxxxxxx
Telecopy No. (000) 000-0000
To Mr. Xxxxxxx Xxxxxxxx: Mr. Xxxxxxx Xxxxxxxx
Teton Pines
0000 Xxxxxxxx Xxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Telecopy No. (000) 000-0000
To Lender: Star Bank, National Association
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Attn: Xxxxxx X. Xxxxxxxx
Telecopy No. (000) 000-0000
6.11 SEPARATE ACTION. Each default in payment of any amount due under
this Guaranty will, at Lender's sole option, give rise to a separate cause of
action under this Guaranty, and separate suits, at Lender's sole option, may be
brought under this Guaranty as each cause of action arises.
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Guarantors have signed this Guaranty as of May 31, 1996.
/s/ Xxxxxxxxxxx X. Xxxxxxxx
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XXXXXXXXXXX X. XXXXXXXX
XXXXXXXX XXXXXXX & COMPANY, L.P.
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
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Its: Partner
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/s/ Xxxxxxx X. Xxxxxxxx by Xxxxx X. Xxxxxxxx, his Attorney in Fact under a
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XXXXXXX X. XXXXXXXX Power of Attorney dated May 28, 1996
Accepted in Cincinnati, Ohio
as of May 31, 1996.
STAR BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx Vice President
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(Name) (Title)
