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EXHIBIT 10.12
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (this "Sublease") is made as of the 31st day of
July, 1997 between EQUIFAX INC., a Georgia corporation ("Sublandlord"), and
EQUIFAX SERVICES INC., a Georgia corporation ("Subtenant").
RECITALS
1600 Peachtree, L.L.C. (the "Prime Landlord"), as lessor, and
Sublandlord, as lessee, entered into that certain Headquarters Facility Lease
(as the same may be amended, renewed or extended from time to time, the "Prime
Lease"), dated as of March 11, 1994, for the lease by Sublandlord of that
certain property and building known as 0000 Xxxxxxxxx Xxxxxx, XX, according to
the current system of numbering, located in Atlanta, Georgia, as more
particularly described in the Prime Lease (the "Property"). The building located
on the Property is herein referred to as the "Building."
Sublandlord and Subtenant desire to enter into this Sublease, pursuant to
the terms of which Subtenant will lease from Sublandlord and Sublandlord will
lease to Subtenant a portion of the Building and related facilities on the
Property.
AGREEMENT
NOW THEREFORE, for and in consideration of Ten and No/100 Dollars
($10.00) and the mutual covenants and obligations set forth in this Sublease,
Sublandlord and Subtenant do hereby agree as follows:
1. Subleased Premises. Sublandlord does hereby lease to Subtenant,
and Subtenant leases and rents from Sublandlord that portion of the first floor
of the Building consisting of approximately 14,080 usable (16,474 rentable)
square feet as shown outlined and cross-hatched on the floor plan attached
hereto as Exhibit A and incorporated herein by this reference (the "Subleased
Premises"). The Subleased Premises are being leased by Sublandlord to Subtenant
"as is" and Subtenant accepts the Subleased Premises in such condition.
Sublandlord shall not be obligated to construct any demising walls or make any
improvements whatsoever with regard to the Subleased Premises. Subtenant shall
make no alterations within the Subleased Premises without the prior written
consent of Sublandlord, which consent shall not be unreasonably withheld.
2. Parking; Use of Common Areas and Facilities.
(a) Use of General Parking and Reserved Parking. Subtenant may
use the parking facilities on the Property on a first-come, first-served basis,
so long as Subtenant's use is in compliance with building code requirements.
Certain parking spaces on the Property are marked "Reserved" and shall not be
available for use by Subtenant,
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except that Subtenant's individual employees may qualify for use of such
reserved parking spaces under the same procedures and years of service
requirements as are applicable to Sublandlord, receiving credit for years of
service with Sublandlord immediately prior to the date of this Sublease.
(b) Use of Related Facilities and Services. Subtenant is
granted a license to use, on a non-exclusive basis, the common areas and
equipment rooms used as such by Sublandlord, conference rooms, training rooms,
cafeteria facilities and mailroom facilities in the Building, as more
specifically described in Exhibit B attached hereto and incorporated herein by
this reference. Conference rooms and training rooms shall be scheduled on an
availability basis in accordance with Sublandlord's reservation procedures.
Subtenant shall pay its pro rata share of overhead allocable to such areas as
Additional Rent as set forth below. Subtenant's mail may be delivered to the
Sublandlord's mail room and shall be delivered to one location within the
Subleased Premises (i.e., Sublandlord shall have no responsibility for
delivering Subtenant's mail directly to individual addressees).
3. Term. The term of this Sublease ("Sublease Term") shall be for
five (5) years, commencing at 5:00 p.m. on the 31st day of July, 1997 and
expiring at 12:00 midnight on July 30, 2002, unless the Prime Lease or this
Sublease is sooner terminated in accordance with the terms and conditions set
forth therein or herein. Subtenant has no options to renew or extend the
Sublease Term.
4. Rent. Subtenant shall pay to Sublandlord a base rent ("Base Rent")
of One Hundred Twelve Thousand Five Hundred Seventeen and no/100 Dollars per
annum ($112,517.00). The Base Rent shall be payable by Subtenant to Sublandlord
in advance in twelve equal monthly installments of Nine Thousand Three Hundred
Seventy-Six and 42/100 Dollars ($9,376.42) each, which are due and payable on or
before the first day of each calendar month during the Sublease Term with
appropriate prorations for partial months.
5. Additional Rent.
(a) Subtenant agrees to pay Sublandlord throughout the Sublease
Term, as "Additional Rent" hereunder, for Subtenant's Share (as defined below)
of the annual Operating Expenses (as defined below). The Additional Rent shall
be payable in advance in twelve equal monthly installments on the same date and
in the same manner as Rent is payable hereunder. For any partial period to which
an Operating Expense is allocable but this Sublease is not in effect (by way of
illustration only, annual insurance premiums for coverage expiring after
termination of the Sublease Term), Subtenant's Share for such period shall be
subject to a pro rata adjustment based upon the number of days prior to the
expiration of the Sublease Term. The amount of monthly Additional Rent is
determined by Sublandlord on an annual basis. The annual Additional Rent amounts
for the period ending December 31, 1997 is attached hereto as Exhibit C. The
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amount of Additional Rent shall be reviewed by Sublandlord and adjusted
annually. There shall be no adjustments for prior years; provided, however, that
any Operating Expenses in addition to the amounts used as a basis for such
calculated payment of Additional Rent for the previous year shall be passed on
to Subtenant through the calculation of Additional Rent payments for the next
calendar year.
(b) The term "Subtenant's Share" shall mean the amounts of
Operating Expenses allocable to the Subleased Premises determined by historical
allocation of the Sublandlord with respect to the Operating Expenses for the
entire Property. If Subtenant does not occupy the Subleased Premises for the
entire full calendar year in which the Sublease Term commences or ends,
Subtenant's Share of Operating Expenses for the applicable calendar year shall
be appropriately prorated for the partial year during which Subtenant occupied
the Subleased Premises, based on the number of days Subtenant has occupied the
Subleased Premises during that year.
(c) "Operating Expenses" shall be all those expenses of
operating, servicing, managing, maintaining and repairing the Property,
Building, all parking areas and related common areas in a manner deemed by
Sublandlord reasonable and appropriate and in a manner consistent with
first-class office buildings in metropolitan Atlanta, Georgia. All Operating
Expenses shall be as actually incurred by Sublandlord. Subtenant may have
reasonable access to Sublandlord's records in order to audit or otherwise verify
Subtenant's Share of such expenses. Operating Expenses shall include, without
limitation, the following:
(1) All taxes and assessments, whether general or
special, applicable to the Property and the Building, which shall include
real and personal property ad valorem taxes, and any and all reasonable
costs and expenses incurred by Sublandlord in seeking a reduction of any
such taxes and assessments. However, Subtenant shall not be obligated for
taxes on the net income to Sublandlord for the sublease hereunder, unless
there is imposed in the future a tax on rental income on the Building in
lieu of the real property ad valorem taxes, in which event such tax shall
be deemed an Operating Expense of the Building;
(2) Insurance premiums and deductible amounts,
including, without limitation, for commercial general liability, "all
risks" property, rent loss and other coverages carried by Sublandlord on
the Building and Property as required by the Prime Lease;
(3) Overhead allocated to operation, repair and
maintenance of the parking areas, common areas, conference rooms,
training rooms, cafeteria facilities (including any subsidization of meal
costs) and mailroom facilities, in accordance with Exhibit B hereto, as
allocated by Sublandlord's cost management system;
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(4) All expenses borne by Sublandlord with respect to
the Building or the Property pursuant to the Prime Lease;
(5) All utilities, including, without limitation, water,
electricity, power, heating, lighting, ventilation, sanitary sewer and
air conditioning of the Building, but not including those utility charges
actually paid directly by Subtenant, if any;
(6) Landscaping and janitorial and maintenance expenses,
including janitorial services and janitorial supplies and other materials
used in the operation and maintenance of the Building, and the cost of
maintenance and service agreements on equipment, window cleaning, grounds
maintenance, pest control, security, trash and snow removal, and other
similar services or agreements;
(7) The costs, including interest, amortized over its
useful life, of any capital improvement made to the Building by or on
behalf of Sublandlord after the date of this Sublease which is required
under any governmental law or regulation (or any judicial interpretation
thereof) that was not applicable to the Building as of the date of this
Sublease, and of the acquisition and installation of any device or
equipment designed to improve the operating efficiency of any system
within the Building;
(8) All services, supplies, repairs, replacements or
other expenses directly and reasonably associated with servicing,
maintaining, managing and operating the Building, including, but not
limited to the lobby, vehicular and pedestrian traffic areas and other
common use areas;
(9) Wages and salaries of Sublandlord's employees (not
above the level of building manager) engaged in the maintenance,
operation, repair and services of the Property, including taxes,
insurance and customary fringe benefits;
(10) Reasonable legal and accounting costs;
(11) Costs to maintain and repair the Building and
Property;
(12) Security costs unless the cost of that service
contract is already included in Operating Expenses as described above.
(d) Operating Expenses shall not include the cost of long
distance telephone service or any telephone related expense in excess of basic
service (unless Sublandlord obtains such services for all telephones in the
Building and pays for the same).
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(e) For the utility costs included in Operating Expenses, the
electricity provided to the Subleased Premises shall be on a level suitable for
normal office use, including usual and normal small office machines and similar
equipment using 110 volt current, and lighting of the Subleased Premises to
building standard light levels produced by building standard lighting fixtures
(Subtenant being obligated to pay for replacement of all light bulbs including
fluorescent tubes). Seasonal air conditioning and heating shall be on Monday
through Friday inclusive, with holidays observed by Sublandlord and legal
holidays excepted, from 8:00 A.M. to 5:00 P.M. Sublandlord reserves the right to
prohibit installation within the Subleased Premises of equipment using
electricity in amounts greater than the amounts provided, including, but not
limited to, non-standard lighting, electric heaters, air conditioners, data
processing and duplicating equipment, stoves, microwaves, refrigerators and
vending machines. Sublandlord shall not be liable for any damages directly or
indirectly resulting from the installation, use, or interruption of use of
utilities or the furnishing of services referred to in this paragraph where such
interruption results from circumstances beyond Sublandlord's reasonable control
or from interruptions made necessary by repairs and maintenance being undertaken
by Sublandlord.
6. Use and Maintenance. Subtenant's use of the Subleased Premises
shall be strictly in accordance with the use provisions of the Prime Lease.
Subtenant's maintenance obligations with respect to the Subleased Premises shall
be the same as Sublandlord's maintenance obligations with respect to the
Property and the Building pursuant to the terms of the Prime Lease, except that
Sublandlord and not Subtenant shall be responsible for maintenance of the
exterior and structural portions of the Subleased Premises.
7. Relationship to Prime Lease. This Sublease and all of Subtenant's
rights hereunder are expressly subject to and subordinate to all of the terms of
the Prime Lease. Subtenant hereby acknowledges that it has received a copy of
the Prime Lease and has read all of the terms and conditions thereof.
Sublandlord shall provide to Subtenant copies of all modifications or amendments
to the Prime Lease which in any manner affect Subtenant's obligations hereunder.
Subtenant hereby agrees to and does assume all obligations of Sublandlord, as
Lessee under the Prime Lease, with respect to the Subleased Premises. All of the
terms and conditions of the Prime Lease are hereby incorporated into this
Sublease by reference as if fully set forth herein, except for Article 18 and
all provisions relating to the "Vacant Land", as therein defined, and except
that "LESSOR" shall be read as "Sublandlord" and "LESSEE" shall be read as
"Subtenant"; provided, however, that Subtenant hereby acknowledges that
Subtenant shall look solely to Sublandlord for the performance of all the Prime
Landlord's obligations under the Prime Lease and that Sublandlord shall not be
obligated with respect to such obligations unless the same are fulfilled by the
Prime Landlord under the Prime Lease.
8. Default. Any act or omission by Subtenant that would constitute a
default under the Prime Lease shall be deemed a default by Subtenant under this
Sublease. In addition, any failure by Subtenant to pay Base Rent when due (and
the continuance of
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such failure for five (5) days following notice from Sublandlord to Subtenant)
or any failure by Subtenant to perform any other obligations required under this
Sublease (and the continuance of such failure for five (5) days following notice
from Sublandlord to Subtenant) shall be deemed a default hereunder. Any such
default by Subtenant shall entitle Sublandlord to exercise any and all remedies
available to Prime Landlord under the Prime Lease or any other remedies
available at law or in equity under the laws of the State of Georgia.
9. Quiet Enjoyment. Provided Subtenant has performed its obligations
hereunder, Subtenant shall have the quiet enjoyment of the Subleased Premises
without interference by Sublandlord. Sublandlord shall use its reasonable
business judgment in determining when and whether to enforce Prime Landlord's
obligations under the Prime Lease, but if Sublandlord chooses not to pursue an
action to enforce any of Prime Landlord's obligations, Subtenant shall have no
right to any recourse or action or claim against Prime Landlord, Subtenant's
only rights with respect to the Subleased Premises being against the Sublandlord
in accordance with the terms hereof.
10. Insurance and Indemnities. Subtenant hereby agrees to indemnify
and hold Prime Landlord harmless, with regard to Subtenant's leasing and use of
Subleased Premises, to the same extent that the "Lessee" under the Prime Lease
is required to indemnify and hold Prime Landlord harmless with respect to the
Property. Subtenant shall not be required to carry casualty insurance with
respect to the Subleased Premises, which coverage shall be maintained by
Sublandlord as provided in Section 12.01(ii) of the Prime Lease. Subtenant shall
maintain commercial general liability insurance coverage with respect to its
operations at the Subleased Premises, in compliance with the provisions of
Section 12 of the Prime Lease, which shall name Prime Landlord and Sublandlord
as additional insureds as their interests may appear. Subtenant hereby agrees to
obtain and provide evidence satisfactory to Sublandlord, on or before the date
of this Sublease, that Subtenant is carrying such insurance in the same amounts
and otherwise in compliance with the Prime Lease as required to be carried by
Sublandlord with regard to the Property. Subtenant shall also maintain adequate
coverage on all of Subtenant's personal property.
11. Casualty and Condemnation. All provisions of the Prime Lease with
respect to casualty loss and condemnation or conveyance in lieu thereof shall
apply with respect to the Subleased Property. Subtenant further acknowledges and
agrees that if the Subleased Premises are affected in a condemnation or
conveyance in lieu thereof, Subtenant shall not be entitled to any of Prime
Landlord's or Sublandlord's award.
12. Subleasing and Assignment. Subtenant shall not and shall have no
right to voluntarily, involuntarily or by operation of law, assign, transfer,
hypothecate or otherwise encumber this Sublease, or any interest herein, and
shall not sublet nor permit the use by others of the Subleased Premises or any
part thereof without first obtaining in each instance Sublandlord's prior
written consent, which consent Sublandlord shall be entitled to withhold in its
sole discretion. Any such assignment, sublease, transfer or
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hypothecation without Sublandlord's prior written consent shall be null and void
and shall constitute an immediate event of default under this Sublease. No
acceptance by Sublandlord of any rent or any other sum of money from any
assignee, sublessee or other category of transferee shall release Subtenant from
any of its obligations hereunder or be deemed to constitute Sublandlord's
consent to any assignment, sublease, transfer or hypothecation.
13. No Estate in Land. No estate in land is created hereby, and
Subtenant shall have only a usufruct in the Subleased Premises, not subject to
encumbrance, mortgage, transfer, assignment or other conveyance.
14. Early Termination by Either Party. Sublandlord has the right to
terminate this Sublease prior to expiration of the Sublease Term upon not less
than six (6) months prior written notice to Subtenant, which notice may not be
given during the first three (3) months of the term hereof (i.e., the earliest
effective date of a termination by Sublandlord under this paragraph is nine (9)
months from the date hereof). Subtenant has the right to terminate this Sublease
prior to expiration of the Sublease Term upon not less than three (3) months
prior written notice to Sublandlord; provided, however, that notice may not be
given during the first nine (9) months of the term hereof (i.e., the earliest
effective date of a termination by Subtenant under this paragraph is twelve (12)
months from the date hereof). Such termination by Subtenant shall be effective
at midnight on the day which is the later to occur of the date specified in such
notice, or the date which is three (3) months from the date such notice is
delivered.
15. Holding Over. If Subtenant remains in possession of the Subleased
Premises after expiration of the Sublease Term or earlier termination date
designated pursuant to paragraph 14 above, with Sublandlord's acquiescence and
without any distinct agreement of the parties, then Subtenant by virtue of this
paragraph shall become a tenant from month-to-month at a monthly base rent,
payable in advance, in an amount equal to one and one-half times the amount of
Base Rent payable for the last month of the Sublease Term and otherwise subject
to all of the conditions and covenants of this Sublease (including the
obligation to pay Additional Rent) as though this Sublease had originally been a
month-to-month tenancy. In no event shall there be a renewal of this Sublease by
operation of law, and any such month-to-month tenancy may be terminated by
either Sublandlord or Subtenant by giving thirty (30) days written notice to the
other. Specifically notwithstanding the foregoing, if Subtenant shall remain in
possession of the Subleased Premises as a holdover tenant without the
acquiescence of Sublandlord or otherwise in violation of the terms and
provisions of this Sublease, in addition to any other rights and remedies
available to Sublandlord, Sublandlord shall have the immediate right to reenter
and take possession of the Subleased Premises.
16. Surrender of Subleased Premises. At the expiration or earlier
termination of this Sublease, Subtenant shall surrender the Subleased Premises
(and all keys to the Subleased Premises) to Sublandlord in the condition
required by the Prime Lease. Any
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property of Subtenant left upon the Subleased Premises at the termination of
this Sublease shall be deemed abandoned by Subtenant, and Sublandlord may
thereafter use or dispose of such property as Sublandlord sees fit without
obligation to Subtenant. Subtenant shall reimburse Sublandlord on demand for
Sublandlord's costs and expenses in removing and disposing of such property, and
Subtenant shall further indemnify and hold Sublandlord free and harmless from
any liability, claim or expense suffered or incurred by Sublandlord in
connection with the removal or disposal of such property.
17. Subordination. Subject to the terms of Section 19.06 of the Prime
Lease, this Sublease and all rights of Subtenant hereunder are and shall be
superior or inferior to any mortgage, deed to secure debt, deed of trust or
other instrument in the nature thereof which may now or hereafter affect
Sublandlord's or Prime Landlord's interest in the Subleased Premises or
Building, and to any modifications, renewals, consolidations, extensions or
replacements of any such security instrument(s), at the election of the holder
thereof. All provisions of said Section 19.06 of the Prime Lease shall apply to
this Sublease and to Subtenant with respect to any holder of any and all
mortgages, deeds to secure debt, deeds of trust, or other instruments creating a
lien or conveying a security title at any time and from time to time, granted by
Sublandlord or Prime Landlord and affecting or encumbering the title of
Sublandlord or Prime Landlord to the Property (which includes the Subleased
Premises), the Prime Lease or this Sublease.
18. Estoppel Certificates. Subtenant shall at any time and from time
to time, upon not less than ten (10) days' prior written notice from
Sublandlord, execute, acknowledge and deliver to Sublandlord, or Sublandlord's
designee, a statement in writing (a) certifying that this Sublease is unmodified
and in full force and effect (or, if modified, stating the nature of such
modification), (b) stating that Subtenant has accepted occupancy of the
Subleased Premises, (c) specifying the dates to which rent, and other amounts
due hereunder have been paid, and (d) certifying that there are no existing
defaults on the part of Sublandlord or Subtenant hereunder and that Subtenant
has no defenses or offsets against the enforcement of this Sublease, to the
extent the same is true, or specifying such defaults, defenses or offsets if any
are claimed.
19. Exculpation. Sublandlord's obligations and liability to Subtenant
with respect to this Sublease shall be limited solely to Sublandlord's interest
in the Subleased Premises, and neither Sublandlord, nor any of the
representatives, partners, officers, directors or shareholders of Sublandlord,
shall have any personal liability whatsoever with respect to this Sublease or
Sublandlord's obligations hereunder.
20. Environmental Matters. All warranties and covenants made by
Sublandlord in Article 16 of the Prime Lease are hereby made by Subtenant on its
own behalf to and for the benefit of Sublandlord with respect to Subtenant's
possession and occupancy of the Subleased Premises, including without limitation
the indemnity set forth in Section 16.04 of the Prime Lease, and Subtenant shall
and hereby does indemnify Sublandlord for any
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failure of Subtenant, its agents, employees or invitees to comply with such
covenants and warranties.
21. Indemnification. Unless due solely to the gross negligence or
misconduct of Sublandlord or its agents, neither Sublandlord nor Sublandlord's
agents shall be liable to Subtenant or Subtenant's agents, contractors or
visitors, and Subtenant shall and does hereby indemnify and hold Sublandlord
harmless from and against any and all loss, cost, liability, claim, damage or
expense (including, without limitation, reasonable attorneys' fees, court costs
and costs of investigation) incurred in connection with or arising from (a) any
default by Subtenant in the performance of any of the terms and provisions of
this Sublease on Subtenant's part to be performed; (b) Subtenant's use and
occupancy of the Subleased Premises; or (c) any acts, omissions or-negligence of
Subtenant, its agents, employees and guests in or about the Subleased Premises,
including, without limitation, any breach of security, or loss or
misappropriation of Sublandlord's proprietary or confidential information.
Subtenant, and all those claiming by, through or under Subtenant, shall store
their property in and shall occupy and use the Subleased Premises and all
portions of the Building and related improvements to which they are entitled
hereunder solely at their own risk. Subtenant and all those claiming or entering
the Subleased Premises by, through or under Subtenant hereby release
Sublandlord, to the full extent permitted by law, from all claims of every kind,
including, without limitation, personal injury, property damage, loss or other
damages occurring by theft or mysterious disappearance, or business
interruption, unless caused by or due to the gross negligence or misconduct of
Sublandlord.
22. Notices. Notices by Sublandlord and Subtenant shall be given to
each other in the same manner provided by the Prime Lease:
Sublandlord:
Equifax Inc.
0000 Xxxxxxxxx Xxxxxx, XX
Xxxxxxx, Xxxxxxx 00000
Attention: Chief Financial Officer
Subtenant:
Equifax Services Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: General Counsel
23. Brokers. Each party represents to the other that it has not dealt
with any real estate broker, sales person or finder in connection with this
Sublease. Each party
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hereby agrees to indemnify and hold the other harmless from and against any
liabilities and claims for commissions and fees due or claimed to be due by any
party claiming to have dealt with the indemnifying party in connection with this
Sublease.
24. Governing Law; Time of Essence; Miscellaneous. This Sublease shall
be governed by the laws of the State of Georgia. Time shall be of the essence
with regard to the terms and provisions of this Sublease. This Sublease
supersedes all prior discussions and agreements between the parties and
incorporates their entire agreement with respect to the subject matter hereof
and no representations or agreements, oral or otherwise, between the parties not
embodied herein shall be of any force or effect. Any term used in this Sublease
which begins with initial capital letters and is not defined herein shall have
the same meaning attributable to that term in the Prime Lease. No failure of
Sublandlord to exercise any power given Sublandlord hereunder, or to insist upon
strict compliance by Subtenant of any obligation hereunder, and no custom or
practice of the parties at variance with the terms hereof, shall constitute a
waiver of Sublandlord's right to demand exact compliance with the terms hereof.
This Sublease may be executed in one or more counterparts, each of which shall
be deemed an original, and all of which shall constitute one and the same
instrument. All modifications of this Sublease must be in writing and signed by
the party to be bound. Subtenant shall not record this Sublease nor any
memorandum hereof.
(Signatures Begin on Next Page)
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[Signature Page to Sublease Agreement between Equifax Inc. as Sublandlord and
Equifax Services Inc. as Subtenant for premises at 0000 Xxxxxxxxx Xxxxxx,
Xxxxxxx, Georgia]
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals, the day and year first above written.
SUBLANDLORD:
EQUIFAX INC., A GEORGIA CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
--------------------------------
Title: Vice President
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Attest: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
--------------------------------
Title: Assistant Secretary
-------------------------------
[CORPORATE SEAL]
(Signatures Continued on Next Page)
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[Signature Page to Sublease Agreement between Equifax Inc. as Sublandlord and
Equifax Services Inc. as Subtenant for premises at 0000 Xxxxxxxxx Xxxxxx,
Xxxxxxx, Georgia]
SUBTENANT:
EQUIFAX
SERVICES INC., a Georgia
corporation
By: /s/ J. Xxxxxxx xx Xxxxx
-------------------------------
Name: J. Xxxxxxx xx Xxxxx
-------------------------------
Title: General Counsel
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Attest: /s/ Xxxx X. XxXxxxxx
-----------------------------
Name: Xxxx X. XxXxxxxx
-------------------------------
Title: Assistant Secretary
------------------------------
[CORPORATE SEAL]
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