LOAN AGREEMENT*
Exhibit
10.1
In
San
Xxxx, Puerto Rico on the thirty-first (31st)
of
August, two thousand and five (2005).
APPEAR:
AS
PARTY OF THE FIRST PART: XXXXX STATE LINE, INC.
(hereafter the “DEBTOR”), a corporation organized and existing under the laws of
the State of Florida, with employer tax identification number 00-0000000,
represented in this act by its President, XX. XXXX
XXXXXXXX XXXXXX XXXXXX,
with
social security number ###-##-####, of legal age, married, proprietor and
resident of Bayamón, Puerto Rico, who represents and warrants that he is duly
authorized to represent the DEBTOR in this agreement, to which he commits to
proving, when and as often as necessary; and
AS
PARTY OF THE SECOND PART: DORAL BANK
(hereafter “DORAL”), a banking corporation organized and existing under the laws
of Puerto Rico, with employer tax identification number 00-0000000, represented
in this act by its Executive Vice President, MR. XXXXXXX
XXXXXXXXX XXXXXXX,
with
social security number ###-##-####, of legal age, married, banker and resident
of Guaynabo, Puerto Rico, who represents and warrants that he is duly authorized
to represent DORAL in this agreement, to which he commits to proving, when
and
as often as necessary, and
DECLARE,
CONVENE AND PROMISE AS FOLLOWS:
FIRST:
The
DEBTOR has requested of DORAL a loan or financing for the principal sum of
FOUR
HUNDRED EIGHTY-SIX THOUSAND DOLLARS ($486,000) (the “LOAN”). The DEBTOR
represents and warrants to Doral that the product of the LOAN will be used
solely and exclusively for the purposes that appear on the sheet attached to
this agreement, which is incorporated herein as Addendum I
and
subject to the contents of Addendum I.
SECOND:
By
virtue
of all the aforementioned in this agreement, DORAL commits to grant to the
DEBTOR and the DEBTOR in turn to receive from DORAL the financing or loan
described below in this agreement, all under the arrangement of the
following
TERMS
AND CONDITIONS:
2.1
|
Amount
of the LOAN:
|
The
LOAN
will be in the principal amount of FOUR HUNDRED EIGHTY-SIX THOUSAND DOLLARS
($486,000).
* This
is an English translation of the original Loan Agreement entered into between
Xxxxx State Line, Inc. and Doral Bank. Pursuant to Rule 306 of Regulation
S-T, a
signed original of the original Loan Agreement has been retained by the Company
and furnished to the Securities and Exchange Commission upon
request.
2.2
|
Debtor:
|
The
LOAN
will be granted by DORAL to the DEBTOR, that is, to the XXXXX STATE LINE, INC.,
a corporation organized under the laws of the State of Florida, United States
(employer tax identification number 00-0000000).
2.3
|
Interest:
|
Subject
to the provisions of Section 2.10 of this agreement, the LOAN will accrue
interest at an annual fixed rate of SIX POINT FIVE ZERO PERCENT (6.50%). After
maturity or in the event of default in the payment of the principal or the
interest of the LOAN within ten (10) natural days following its maturity, and
as
long as the default remains uncured, the annual interest rate of the LOAN will
increase by two hundred (200) basis points. In the event of any other default
by
the DEBTOR of any of the terms and conditions of this agreement which is not
cured within ten (10) natural days following its occurrence, and as long as
the
default remain uncured, the annual interest rate of the LOAN will increase
by
two hundred (200) basis points.
2.4
|
Maturity
and Form of Payment:
|
The
interests on the funds owed under of the LOAN will be paid in eighty-three
(83)
equal monthly installments of principal and interest, beginning thirty (30)
days
following the disbursement of the LOAN by DORAL, in the amount of SEVEN THOUSAND
ONE HUNDRED FIFTY-EIGHT DOLLARS AND FIFTEEN CENTS ($7,158.15) each, plus a
last
monthly payment of principal and interest, payment number eighty-four (84),
in
the amount of SEVEN THOUSAND ONE HUNDRED FIFTY-SEVEN DOLLARS AND NINETY-FOUR
CENTS ($7,157.94).
The
LOAN
will mature on the seventh (7th)
anniversary of the date of execution of this agreement. See Section 2.10 of
this
agreement. The LOAN will be due, therefore, on August thirty-one (31), two
thousand twelve (2012).
2.5
|
Bank
Fee:
|
DORAL
will charge a non refundable bank fee in the amount of FOUR THOUSAND EIGHT
HUNDRED SIXTY DOLLARS ($4,860). This commission will be included in the first
disbursement of the LOAN, earned completely by DORAL at that moment and deducted
and charged by DORAL from the product of the disbursement of the LOAN. Such
fee
will not be refundable.
2.6
|
Use
of Funds:
|
The
funds
product of the LOAN will be used by the DEBTOR only and exclusively for the
purposes that appear in the sheet attached to this agreement, and made a part
hereof as Addendum I
and
subject to the content of Addendum I.
2
2.7
|
Penalty
for Late Payment and Increase in Interest Rate upon
Default:
|
The
DEBTOR will pay DORAL an amount equal to FIVE PERCENT (5%) for any installment
of principal and/or interests of the LOAN paid ten (10) natural days or more
after its maturity. In the event any default in the payment of any installment
of the principal or interests of the LOAN that continues ten (10) natural days
or more after its maturity, or any default by the DEBTOR under this agreement
or
any of the other documents subscribed or to be subscribed by the DEBTOR in
connection with this agreement, not cured within ten (10) natural days after
its
occurrence, and as long as such default remains uncured, the interest rate
of
the LOAN will increase by 200 basis points.
2.8
|
Collateral
and Guarantee:
|
THE
LOAN
will have the following collateral and guarantees:
a.
|
Guaranteed
first lien in favor of DORAL and a first priority security interest
in
favor of DORAL over the equipment described in Addendum II
to
this Agreement (hereafter, the “EQUIPMENT”), and a pledge in favor of
DORAL of the proceeds received by the DEBTOR, or to which the DEBTOR
is
entitled to receive, from the sale, lease and/or taking of all or
part of
the EQUIPMENT, up to a maximum of FOUR HUNDRED EIGHTY-SIX THOUSAND
DOLLARS
($486,000) (hereinafter, the “EQUIPMENT SECURITY
INTEREST”).
|
2.9
|
Due
Dates and Advance Payment:
|
The
LOAN
will mature in its entirety on August thirty-one (31), two thousand twelve
(2012) and shall be payable as provided in Section 2.4 of this
agreement.
In
the
event of any prepayment for the total amount of the LOAN before its maturity
with the product of any refinancing (except for refinancing granted by DORAL
and/or entities affiliated to DORAL), the DEBTOR will be obligated to pay DORAL
a non refundable penalty equal to ONE POINT FIVE PERCENT (1.5%) annually on
the
unpaid balance of the LOAN at the moment of prepayment until the maturity of
the
LOAN. This penalty for prepayment will be paid by the DEBTOR to DORAL
simultaneously with the prepayment of the LOAN.
2.10
|
Changes
in Laws or Regulations Applicable to Doral:
|
In
the
event of an increase in cost of funds to Doral as a result of any change in
a
law, rule, or regulation that becomes effective after the date of the execution
of this agreement and which is applicable to DORAL, the interest rate of the
LOAN will increase after the date in which the law, rule or regulation becomes
effective. This increase in the interest rate of the LOAN will be only the
amount sufficient for DORAL to recover the increase in the cost of its funds
through the increased interest rate, in one part of said funds, equal at all
times to the unpaid balance of the LOAN’s principal.
3
2.11
|
Source
of Payment:
|
The
DEBTOR contemplates paying the loan with funds provided by the following sources
or a combination of the same:
a.
|
A
refinancing of the LOAN on or before its maturity. The parties appearing
herein acknowledge, recognize and accept that neither DORAL nor its
related or affiliated entities have the moral or legal obligation
of any
kind to grant or disburse the aforementioned refinancing, as well
as that
the DEBTOR’s obligation to pay the LOAN upon maturity is in no way
conditioned to the approval, concession, or disbursement of said
refinancing.
|
b.
|
Other
funds of the DEBTOR.
|
c.
|
The
product of the sale or lease of the
EQUIPMENT.
|
2.12
|
Disbursement
of the Loan and Promissory Note:
|
DORAL
has
disbursed the LOAN in its entirety in a manner satisfactory to the DEBTOR,
simultaneously with the granting of this agreement, with the deductions and/or
retentions described in Addendum I
of this
agreement, if any, and the DEBTOR so acknowledges and accepts.
2.13
|
Promissory
Note:
|
The
funds
owed and to be owed under this LOAN have been evidenced by a promissory note
issued at this same date by the DEBTOR to the order DORAL, for the principal
amount of FOUR HUNDRED EIGHTY-SIX THOUSAND DOLLARS ($486,000). A copy of said
promissory note is attached as Addendum III of
this
agreement and made a part hereof. DORAL acknowledges receipt of the original
promissory note (the “CASHIER’S NOTE”) by appearing in this agreement.
2.14
|
Representations
and Warranties of the DEBTOR:
|
To
induce
DORAL to grant the LOAN to the DEBTOR, the DEBTOR represents and warrants DORAL
the following:
a.
|
The
provisions of Section FIRST of this agreement are correct and true
and
nothing in that section is
misleading.
|
b.
|
The
DEBTOR has the legal capacity to take the LOAN, enter into this agreement,
subscribe and deliver the CASHIER’S NOTE, the EQUIPMENT SECURITY INTEREST
and all the other documents, if any, in connection with the LOAN
and/or
the guarantees or collaterals of the same and subscribed by the
DEBTOR.
|
4
c.
|
Nothing
in this agreement or in any other document in connection with the
LOAN
and/or its collaterals or guarantees violates any provision of contract(s)
or agreement(s) that obligate or bind the DEBTOR or contained in
the
documents through which the DEBTOR was
created.
|
d.
|
Nothing
in this agreement or in any other document in connection with the
LOAN
and/or its collaterals or guarantees violates any law(s), rule(s),
regulation(s), norm(s), sentence(s), decree(s) or similar instrument(s)
that obligate or bind the DEBTOR.
|
e.
|
The
DEBTOR is a corporation duly constituted and doing business and in
good
standing in accordance with the laws of the State of Florida and
its
President is XX. XXXX XXXXXXXX XXXXXX
XXXXXX.
|
f.
|
XX. XXXX
XXXXXXXX XXXXXX XXXXXX is duly authorized by the Board of Directors
of the
DEBTOR to appear in this agreement in representation of the DEBTOR,
as
well as in all other documents granted or to be granted by the DEBTOR
in
connection with this LOAN.
|
g.
|
This
agreement, the CASHIER’S NOTE, the EQUIPMENT SECURITY INTEREST and other
documents, if any, subscribed by the DEBTOR in connection with this
LOAN
and/or its collaterals or guarantees, are valid and obligate and
bind the
DEBTOR.
|
h.
|
There
are no litigation, suits, judicial actions, or claims or similar
proceedings pending against the DEBTOR, some or any of them, be it
in the
courts of justice or administrative agencies, or arbitration forums
or
anything similar, which either individually or in conjunction, will
result
in adverse material change(s) in the business or operations or financial
condition of the DEBTOR, some or any of them and there is no threat
of
such litigation, suit, judicial action or claim or similar
proceedings.
|
i.
|
The
DEBTOR is not insolvent or incapable of paying their respective debts
on
their respective maturities.
|
j.
|
There
is no bankruptcy, reorganization or similar proceedings filed by
or
against the DEBTOR.
|
k.
|
The
EQUIPMENT SECURITY INTEREST has a rank of first mortgage and is not
subordinated to any other charge or lien.
|
l.
|
The
premiums of all the insurance policies mentioned in this agreement
have
been paid and said policies are fully valid and in
effect.
|
m.
|
The
DEBTOR maintains its accounting books and files in Puerto
Rico.
|
5
n.
|
The
pledge and security interest in favor of DORAL as described in
Section 2.8(a) are in first degree and are not junior or subordinate
to charge, lien, or guaranteed interest of any kind, except for those
mentioned in the aforementioned section, if
any.
|
o.
|
The
DEBTOR is duly authorized and has the necessary legal capacity to
be owner
of its properties and to conduct business as it currently does and
has all
required licenses and permits to do so, if any be
required.
|
p.
|
Margo
Caribe, Inc. is the owner of ONE HUNDRED PERCENT (100%) of the common
stock issued and outstanding of the
DEBTOR.
|
2.15
|
Obligations
of the DEBTOR:
|
To
induce
DORAL to grant the DEBTOR the LOAN, the DEBTOR promises the following as long
as
any amount of principal or interest is still owed by virtue of this
LOAN:
a.
|
Will
maintain or cause to maintain in full force and effect policies for
fire,
earthquake, hurricane, flood, vandalism, theft, extended coverage,
and
builder’s risk over the EQUIPMENT, as applicable, issued by solvent
insurance companies acceptable to DORAL, for minimum coverage amounts
acceptable to DORAL.
|
b.
|
Will
include or cause that DORAL be included as additional insured in
the
policies mentioned in Section 2.15(a) of this agreement relative
to
EQUIPMENT along with the DEBTOR as their respective interest may
appear.
|
c.
|
Will
send or cause to be sent to DORAL complete copies of all insurance
policies mentioned in Section 2.15(a) of this agreement, of all renewals
and evidence of punctual payment of their
premiums.
|
d.
|
Will
cause guaranteed interests that form part of the collateral or guarantee
of the LOAN be informed immediately to the State Department through
the
corresponding Financing Statements.
|
e.
|
Will
request that the insurance companies that issued or issue all the
aforementioned insurance policies notify DORAL of any changes, renewals
or
cancellations of said policies, as well as any arrears of delay in
the
payment of their premiums.
|
f.
|
The
DEBTOR will not sell or transfer the EQUIPMENT, except through bona
fide
transactions with persons not related or affiliated to the DEBTOR
and
through the consideration of sufficient payment to reflect the fair
market
value of the property sold or
transferred.
|
6
g.
|
The
DEBTOR will not sell the EQUIPMENT without the previous written consent
from DORAL.
|
h.
|
Will
maintain or cause to maintain that the EQUIPMENT and all its improvements
be maintained in good state of conservation and
maintenance.
|
i.
|
In
general, all payments of debts will be kept current and up to date
as well
as in compliance with all obligations, including the necessary permits
and
licenses, if any, to be owner of its assets and to operate its
businesses.
|
j.
|
Will
comply with all laws, rules, regulations, norms, decrees, sentences,
resolutions, and similar instruments that may
apply.
|
k.
|
Will
pay the principal and interests of the LOAN on
time.
|
l.
|
Will
grant clarifying motions or other additional documents deemed necessary
so
that guaranteed liens and interests that are a part of the collateral
or
LOAN guarantee be valid and
binding.
|
m.
|
Will
not transfer, mortgage, lien, or assign, except in favor of DORAL,
the
securities and assets that are a part of the collateral or guarantee
of
the LOAN.
|
n.
|
Will
maintain a checking account with DORAL
BANK.
|
o.
|
Will
pay or ensure the immediate payment of all legal fees relative to
the LOAN
documents, as well as seals on any Financing Statement(s) in connection
with the LOAN submitted to the State Department of Puerto
Rico.
|
p.
|
Will
maintain files, documents, and accounting books in Puerto Rico and
will
submit to DORAL its financial statements every quarter, and if so
required
by DORAL, will make accessible its books to be examined and audited
by
DORAL.
|
q.
|
Will
send or ensure delivery to DORAL annually, the DEBTOR’s financial
statements. For financial statements of natural persons, these should
be
sent to DORAL on or before the fifteenth (15th
)
of April of each year. Likewise, those financial statements pertaining
to
legal entities should be sent to DORAL within ninety (90) natural
days
following the end of the fiscal year of the legal entity to whom
the
financial statements correspond. The financial statements will include
a
certification by the accountant in charge of their preparation indicating
that according to the accountant’s best knowledge and understanding, and
in his/her opinion, the DEBTOR is not defaulting or in default with
its
obligations under this agreement and all other documents in connection
with this LOAN and/or its guarantees or
collaterals.
|
7
r.
|
Will
defend, indemnify and keep DORAL and its stockholders, directors,
officers, employees, agents, consultants, owners, and representatives
of
DORAL free from any liability, loss, damage, cost, or expense suffered,
incurred or threatened as a result or alleged result, directly or
indirectly, of any default of the DEBTOR’s part in its obligations under
this agreement and the other documents in connection with this LOAN
and/or
its guarantees and/or collaterals, and/or as a result and/or alleged
result of any notification, complaint, claim, suit, litigation, rule,
regulation, norm and/or any other legal requisite, including, without
limiting the generality and amplitude of the foregoing costs, legal
expenses, legal and/or consulting fees, costs for environmental clean-up,
removal and disposal of waste and/or substances and/or toxic, dangerous,
contaminated materials, contaminants and/or controlled substances,
costs
for repairs or mitigation of damages to natural resources, fines,
penalties, and/or injury to persons or personal property or real
property
and/or businesses and/or business entities or any other legal or
natural
entity, including, without limitation, all liabilities, responsibilities,
claims, and past, present and/or future obligations resulting from
or
allegedly resulting from, direct or indirectly, relative to, direct
or
indirectly, the environmental condition of its real properties and/or
other assets, personal or real and/or other assets included in the
PROPERTY, and/or subsoil and/or the existence or alleged existence
of any
environmental danger or risk on its personal and real property and/or
the
subsoil and/or any discharge, alleged discharge or threat of any
discharge
of toxic, dangerous, contaminated, contaminants and controlled substances
of any kind in, on, or under its personal and real property and/or
its
subsoil, at any time or moment, regardless if it is caused or allegedly
caused or not by DORAL and/or its stockholders, and/or directors
and/or
officers, and/or employees and/or consultants and/or directors and/or
owners and/or agents and/or representatives and/or within and/or
under
their control or any or some of
them.
|
2.16
|
Default:
|
DORAL
may, in its sole option and discretion, accelerate the maturity of the LOAN,
and/or proceed to collect it through judicial or extra judicial means, and/or
execute its liens on the collaterals or guarantees, if any of the following
events or omissions should occur, all of which will be considered noncompliance
on the DEBTOR’s part when they are notified by DORAL to the DEBTOR and thirty
(30) calendar days have elapsed commencing the date of
notification:
a.
|
Non
payment of any of the installments of interest or principal of the
LOAN
within thirty (30) natural days immediately following their respective
maturities.
|
b.
|
Noncompliance
by the DEBTOR of any of the terms and conditions of the LOAN and/or
any
other obligation it may have with
DORAL.
|
c.
|
The
commencement by or against the DEBTOR of any voluntary or involuntary
proceeding under the Bankruptcy Law of the United States of America
or any
similar law to statute.
|
8
d.
|
Insolvency
of the DEBTOR or the DEBTOR’s incapacity to comply punctually with its
obligations or pay its debts on
time.
|
e.
|
Presence
on the PROPERTY of Dangerous Substances in the DEBTOR’S real
property.
|
f.
|
Failure
to timely pay territory taxes on its real property. Failure to timely
pay
the taxes, rights or patent over any personal
property.
|
g.
|
Failure
to timely pay the aforementioned premiums or insurance policies or
the
cancellation of said policies or any one of them without its immediate
substitution with a similar policy.
|
h.
|
If
any representation by the DEBTOR in this agreement or the LOAN application
were intentionally false, materially incomplete or conducive to
error.
|
i.
|
The
future assignment, transfer, sale, or establishment of a lien or
liens on
the EQUIPMENT or on any or some of the interests of the DEBTOR and/or
XXXXX on the securities, instruments, or assets that constitute the
collateral or guarantee of the LOAN, except when in favor of
DORAL.
|
j.
|
The
sale of the EQUIPMENT without written consent of
DORAL.
|
k.
|
The
appointment of an executor, judicial administrator, receiver or similar
officer to take charge of any or some of the DEBTOR’S personal or real
property or of any or part of the assets or businesses of the DEBTOR,
if
the same does not become null within the sixty (60) days immediately
following the appointment.
|
l.
|
If
any sentence or arbitration decision or an order from any litigation,
administrative proceeding or arbitration is issued and becomes firm
and
final against the DEBTOR, for an amount of ONE HUNDRED THOUSAND DOLLARS
($100,000) or more and the same is not satisfied or bonded within
sixty
(60) days following the date issue date, or if any creditor takes
possession of any property or properties from the DEBTOR and said
possession is not terminated, be it by bonding the debt or a claim
or
desist or a dismissal or a termination to the claim, within sixty
(60)
days following the initial taking of
possession.
|
m.
|
If
the DEBTOR is dissolved or merges with any entity, or if the DEBTOR’s
stock or the interests of XXXXX CARIBE, INC. in the DEBTOR are mortgaged,
liened, transferred, traded or assigned, except to entities controlled
by
XXXXX CARIBE, INC., without the written consent of DORAL.
|
n.
|
If
the DEBTOR does not obtain the title insurance policies describe
in this
agreement or if during the term of the LOAN any of these policies
ceases
to be in full force and effect.
|
9
THIRD:
This
agreement may not be assigned by the DEBTOR without the previous written consent
of DORAL and DORAL is under no obligation to give this consent. Likewise, DORAL
may freely assign this agreement to any person or entity and DORAL may freely
sell the LOAN and/or one or more participations of the same to any entity.
Subject to the above, this agreement will be in force and in effect between
the
parties and their inheritors, successors, trustees, and
cessionaries.
FOURTH:
The
notifications between the parties under this agreement will be by certified
mail
with acknowledgement of receipt, with pre-paid postage, or by messenger with
acknowledgment of receipt, with a copy by fax to the following addresses and
fax
numbers of the parties or to those that the parties notify in the
future:
To
DORAL:
Xxxxx
Xxxx
Xxxxx
Xxxx Xxxxx, Xxxxx 000
1159
X.X.
Xxxxxxxxx Xxxxxx
Xxxxxx
Xxxxx
Xxx
Xxxx,
Xxxxxx Xxxx 00000
Telecopier:
(000) 000-0000
Attention: |
Mr.
Xxxxxxx Xxxxxxxxx Xxxxxxx
|
Executive
Vice President
|
To
the DEBTOR:
XXXXX
STATE LINE, INC.
Call
Box
1370
Dorado,
P.R. 00646-1370
Attention: |
Xx.
Xxxx Xxxxxxxx Xxxxxx Xxxxxx
|
President
|
FIFTH:
This
agreement will be interpreted in accordance with the laws of Puerto Rico and
will be governed by the same.
SIXTH:
In
the
event any litigation arises relative to this agreement, the LOAN or other
documents relative to it, the parties will submit to the jurisdiction of the
General Court of Justice of Puerto Rico.
SEVENTH:
Should
DORAL waive any or some of its rights under this agreement and the other
documents in connection with the LOAN or its guarantees or collaterals does
not
imply nor should be interpreted as DORAL’s waiver of the rest of its rights
under this agreement and will apply only and exclusively to the occasion on
which said renunciation is made and to no other occasions.
10
EIGHTH:
The
titles and number and section letters, sections, paragraphs, or parts of this
agreement are inserted only to facilitate its reading and in no way affect
the
substance content of the same.
NINTH:
In
this
agreement, the feminine, the masculine and the neutral are used indistinctively,
unless the text specifically suggests the contrary. The same occurs with plurals
and singulars.
TENTH:
It
is the
parties’ intention that all the clauses, terms and conditions present in the
contract be obligatory, valid and binding as written. Nevertheless, if a court
with jurisdiction on the subject should resolve in final and firm manner that
a
part of section of this agreement is not valid the way it is written for being
too vague or too comprehensive, then the parties agree that said clause, section
or part be valid and binding only to the maximum possible as determined by
the
court. On the other hand, if any clause, part or section of this agreement
result illicit or illegal according to a firm and final determination of some
court with jurisdiction, then the same shall be held as null and the rest of
the
contract will remain in full force and effect.
ELEVENTH:
This
agreement may be modified or amended only by a written document signed by all
parties here present.
TWELFTH:
The
DEBTOR authorizes DORAL to pay directly to the offices of Xxxxxxxxx Xxxxx
Xxxxxxx, Esq., with charge to the LOAN, legal fees incurred by the DEBTOR in
the
preparation and closing of the LOAN and all the documents relative to the same
and all other expenses relative to the closing of this LOAN.
11
IN
WITNESS WHEREOF,
the
parties grant and subscribe this agreement, as they agree it reflects total,
complete, faithful and exactly what they have agreed, at the place and time
indicated in the heading of this document.
DORAL
BANK
|
XXXXX
STATE LINE, INC.
|
|||
By:
|
/s/
Xxxxxxx Xxxxxxxxx
Xxxxxxx
|
By:
|
/s/
Xxxx Xxxxxxxx Xxxxxx
Xxxxxx
|
|
XXXXXXX
XXXXXXXXX XXXXXXX
|
XXXX
XXXXXXXX XXXXXX XXXXXX
|
|||
Executive
Vice President
|
President
|
Affidavit
Number: 1607
Acknowledged
and signed before me by Mr. Xxxxxxx Xxxxxxxxx Xxxxxxx, of legal age,
banker, married and resident of Guaynabo, Puerto Rico, in his capacity as
Executive Vice President of Doral Bank, and by Xx. Xxxx Xxxxxxxx Xxxxxx
Xxxxxx, as President of Xxxxx State Line, Inc., of legal age, proprietor,
married and resident of Bayamón, Puerto Rico, both of whom I know personally. In
San Xxxx, Puerto Rico, on the thirty-first (31st)
of
August, two thousand five (2005).
[SEAL]
/s/Xxxxx
del Xxxxxxx Xxxxx Xxxxxxxx
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Notary
Public
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