Exhibit 10.2
AMENDED AND RESTATED PROMISSORY NOTE
$29,400,000 October 30, 1998
New York, New York
FOR VALUE RECEIVED, the undersigned, AMERICAN DE/SPE 2, LLC, a
Delaware limited liability company ("American 2"), and AMERICAN DE/SPE 4, L.P.,
a Delaware limited partnership ("American 4"; American 2 and American 4 are
hereinafter collectively referred to as "Borrower"), jointly and severally,
promise to pay to the order of COLUMN FINANCIAL, INC., a Delaware corporation
("Lender"), at the office of Lender at 0000 Xxxxxxxxx Xxxx, X.X., Xxxxx 0000,
Xxxxxxx, Xxxxxxx 00000-0000, or at such other place as Lender may designate to
Borrower in writing from time to time, the principal sum of Twenty Nine Million
Four Hundred Thousand and NO/100 DOLLARS ($29,400,000.00), together with
interest on so much thereof as is from time to time outstanding and unpaid, from
the date of the advance of the principal evidenced hereby, at the rate of Seven
and Fifty-Five One Hundredths percent (7.55%) per annum (the "Note Rate"), in
lawful money of the United States of America, which shall at the time of payment
be legal tender in payment of all debts and dues, public and private.
ARTICLE I -- TERMS AND CONDITIONS
1.01 Payment of Principal and Interest. Said interest shall be
computed hereunder based on a 360-day year and paid for the actual number of
days elapsed for any whole or partial month for which interest is being
calculated. In computing the number of days during which interest accrues, the
day on which funds are initially advanced shall be included regardless of the
time of day such advance is made, and the day on which funds are repaid shall be
included unless repayment is credited prior to close of business. Payments in
federal funds immediately available in the place designated for payment received
by Lender prior to 2:00 p.m. local time at said place of payment shall be
credited prior to close of business, while other payments may, at the option of
Lender, not be credited until immediately available to Lender in federal funds
in the place designated for payment prior to 2:00 p.m. local time at said place
of payment on a day on which Lender is open for business. Such principal and
interest shall be payable in equal consecutive monthly installments of
$206,576.59 each, beginning on the first day of the second full calendar month
following the date of the advance of the principal amount evidenced by this Note
(or on the first day of the first full calendar month following the date of the
advance of the principal amount evidenced by this Note if such date is the first
day of a calendar month), and continuing on the first day of each and every
month thereafter (or if such day is not a Business Day (as defined in the Cash
Management Agreement) on the first Business Day thereafter) until November 1,
2008 (the "Maturity Date"), at which time the entire outstanding principal
balance hereof, together with all accrued but unpaid interest thereon, shall be
due and payable in full. Each such monthly installment shall be applied first to
the payment of accrued interest and then to reduction of principal. If the
advance of the principal amount evidenced by this Note is made on a date other
than the first day of a calendar month, then Borrower shall pay to Lender
contemporaneously with
the execution hereof interest at the foregoing interest rate for a period
from the date hereof through and including the last day of the calendar month
in which this note is funded. All payments delivered to an account or reserve
under the Cash Management Agreement shall be deemed to be delivered to Lender.
1.02 Prepayment.
(a) Prior to the Lockout Expiration Date (defined below), this Note may not
be prepaid in whole or in part, except as provided in Section 1.02(c); provided,
however, Borrower shall have the right and option to release the Security
Property (as hereinafter defined) from the lien of the Security Instrument (as
hereinafter defined) in accordance with the terms and provisions of Section 1.35
and Section 1.36 of the Security Instrument. This Note may be prepaid in whole
but not in part (except as otherwise specifically provided herein) at any time
after the date of the 114th monthly installment of principal and interest due
hereunder (the "Lockout Expiration Date") provided (i) written notice of such
prepayment is received by Lender not more than sixty (60) days and not less than
thirty (30) days prior to the date of such prepayment and (ii) such prepayment
is received on the first day of a calendar month (or, if such prepayment is not
received on the first day of a calendar month, interest is paid through the last
day of such calendar month) and is accompanied by all interest accrued hereunder
and all other sums due hereunder or under the other Loan Documents.
(b) If prior to the Lockout Expiration Date and following the occurrence of
any default beyond any applicable notice and/or grace period, Borrower shall
tender payment of an amount sufficient to satisfy all of the indebtedness
evidenced by the Note and the other Loan Documents (as hereinafter defined) at
any time prior to a sale of the Security Property, either through foreclosure or
the exercise of the other remedies available to Lender under the Security
Instrument, such tender by Borrower shall be deemed to be voluntary and Borrower
shall pay, in addition to the amounts payable hereunder and under the Loan
Documents, a prepayment fee in an amount equal to the greater of (A) two percent
(2.0%) of the principal amount being prepaid, and (B) one percent (1%) of the
principal amount being repaid plus the positive excess of (i) the present value
("PV") of all future installments of principal and interest due under this Note
including the principal amount due at maturity (collectively, "All Future
Payments"), discounted at an interest rate per annum equal to the rate published
in the Treasury Constant Maturity Yield Index, during the second full week
preceding the date on which such premium is payable, for instruments having a
maturity coterminous with the remaining term of this Note, over (ii) the
principal amount of this Note outstanding immediately before such prepayment.
"Treasury Constant Maturity Yield Index" shall mean the average yield for "This
Week" as reported by the Federal Reserve Board in Federal Reserve Statistical
Release H.15 (519). If there is no Treasury Constant Maturity Yield Index for
instruments having a maturity coterminous with the remaining term of this Note,
then the index shall be equal to the weighted average yield to maturity of the
Treasury Constant Maturity Yield Indices with maturities next longer and shorter
than such remaining average life to maturity, calculated by averaging (and
rounding upward to the nearest whole multiple of 1/100 of 1% per annum, if the
average is not such a multiple) the yields of the relevant Treasury Constant
Maturity Yield indices (rounded, if necessary, to the nearest 1/100 of 1% with
any figure of 1/200 of 1% or above rounded upward). In the event that any
prepayment fee is due hereunder, Xxxxxx shall
deliver to Borrower a statement setting forth the amount and determination of
the prepayment fee, and, provided that Lender shall have in good faith
applied the formula described above, Borrower shall not have the right to
challenge the calculation or the method of calculation set forth in any such
statement in the absence of manifest error, which calculation may be made by
Lender on any day during the thirty (30) day period preceding the date of
such prepayment. Lender shall not be obligated or required to have actually
reinvested the prepaid principal balance at the Treasury Constant Maturity
Yield or otherwise as a condition to receiving the prepayment fee.
(c) Partial prepayments of this Note shall not be permitted, except partial
prepayments resulting from Lender applying insurance or condemnation proceeds to
reduce the outstanding principal balance of this Note as provided in the
Security Instrument, in which event no prepayment fee or premium shall be due.
No notice of prepayment shall be required under the circumstance specified in
the preceding sentence. No principal amount repaid may be reborrowed. Partial
payments of principal shall be applied to the unpaid principal balance evidenced
hereby but such application shall not reduce the amount of the fixed monthly
installments required to be paid pursuant to Section 1.01 above.
1.03 Security. The indebtedness evidenced by this Note and the obligations
created hereby are secured by those certain mortgages from American 2 to Lender,
dated as of October 16, 1998, concerning property located in Onondaga, County,
New York and that certain mortgage from American 4 to Lender, dated as of the
date hereof, concerning property located in Franklin County, Pennsylvania
(collectively, the "Security Instrument") . The Security Instrument together
with this Note and all other documents to or of which Xxxxxx is a party or
beneficiary now or hereafter evidencing, securing, guarantying, modifying or
otherwise relating to the indebtedness evidenced hereby, are herein referred to
collectively as the "Loan Documents". All of the terms and provisions of the
Loan Documents are incorporated herein by reference. Some of the Loan Documents
are to be filed for record on or about the date hereof in the appropriate public
records.
1.04 Default. It is hereby expressly agreed that should any default occur
in the payment of principal or interest as stipulated above and such payment is
not made within five (5) days of the date such payment is due (provided that no
grace period is provided for the payment of principal and interest due on the
Maturity Date), or should any other default occur under any of the Loan
Documents which is not cured within any applicable grace or cure period, then a
default shall exist hereunder, and in such event the indebtedness evidenced
hereby, including all sums advanced or accrued hereunder or under any other Loan
Document, and all unpaid interest accrued thereon, shall, at the option of
Lender and without notice to Borrower, at once become due and payable and may be
collected forthwith, whether or not there has been a prior demand for payment
and regardless of the stipulated date of maturity. In the event that any payment
(other than any payment due on maturity, by acceleration or otherwise) is not
received by Lender on the date when due, then in addition to any default
interest payments due hereunder, Borrower shall also pay to Lender a late charge
in an amount equal to five percent (5.0%) of the amount of such overdue payment.
So long as any default exists and continues hereunder, regardless of whether or
not there has been an acceleration of the indebtedness evidenced hereby, and at
all times after maturity of the indebtedness evidenced hereby (whether by
acceleration or otherwise), interest shall accrue on the outstanding principal
balance of this Note at a rate per annum equal to four percent (4.0%) plus the
interest rate which would be in effect hereunder absent such default or
maturity, or if such increased rate of interest may not be collected under
applicable law, then at the maximum rate of interest, if any, which may be
collected from Borrower under applicable law (the "Default Interest Rate"), and
such default interest shall be immediately due and payable. Borrower
acknowledges that it would be extremely difficult or impracticable to determine
Xxxxxx's actual damages resulting from any late payment or default, and such
late charges and default interest are reasonable estimates of those damages and
do not constitute a penalty. The remedies of Lender in this Note or in the Loan
Documents, or at law or in equity, shall be cumulative and concurrent, and may
be pursued singly, successively or together in Xxxxxx's discretion. Time is of
the essence of this Note. In the event this Note, or any part hereof, is
collected by or through an attorney-at-law, Xxxxxxxx agrees to pay all costs of
collection including, but not limited to, reasonable attorney's fees.
1.05 Exculpation. Notwithstanding anything in the Loan Documents to the
contrary, but subject to the qualifications hereinbelow set forth, Xxxxxx
agrees that (i) Borrower shall be liable upon the indebtedness evidenced
hereby and for the other obligations arising under the Loan Documents to the
full extent (but only to the extent) of the security therefor, the same being
all properties (whether real or personal), rights, estates and interests now
or at any time hereafter securing the payment of this Note and/or the other
obligations of Borrower under the Loan Documents (collectively, the "Security
Property"), (ii) if default occurs in the timely and proper payment of all or
any part of such indebtedness evidenced hereby or in the timely and proper
performance of the other obligations of Borrower under the Loan Documents,
any judicial proceedings brought by Lender against Borrower shall be limited
to the preservation, enforcement and foreclosure, or any thereof, of the
liens, security titles, estates, assignments, rights and security interests
now or at any time hereafter securing the payment of this Note and/or the
other obligations of Borrower under the Loan Documents, and confirmation of
any sale under power of sale, and no attachment, execution or other writ of
process shall be sought, issued or levied upon any assets, properties or
funds of Borrower other than the Security Property except with respect to the
liability described below in this section, and (iii) in the event of a
foreclosure of such liens, security titles, estates, assignments, rights or
security interests securing the payment of this Note and/or the other
obligations of Borrower under the Loan Documents, whether by judicial
proceedings or exercise of power of sale, no judgment for any deficiency upon
the indebtedness evidenced hereby shall be sought or obtained by Lender
against Borrower, except with respect to the liability described below in
this section; provided, however, that, notwithstanding the foregoing
provisions of this section, Borrower shall be fully and personally liable and
subject to legal action for loss, cost or damage due to(a) proceeds paid to
Borrower under any insurance policies (or paid as a result of any other claim
or cause of action against any person or entity) by reason of damage, loss or
destruction to all or any portion of the Security Property, to the full
extent of such proceeds not previously delivered to Lender, but which, under
the terms of the Loan Documents, should have been delivered to Lender, (b)
proceeds paid to Borrower or awards resulting from the condemnation or other
taking in lieu of condemnation of all or any portion of the Security
Property, or any of them, to the full extent of such proceeds or awards not
previously delivered to Lender, but which, under the terms of the Loan
Documents, should have been delivered to Lender, (c) all tenant security
deposits or other refundable deposits paid to or held by Borrower or any
other person or entity in connection with leases of all or any portion of the
Security Property which are not applied in accordance with the terms of the
applicable lease or other agreement, (d) rent and other payments received
from tenants
under leases of all or any portion of the Security Property paid more than
one month in advance, (e) rents, issues, profits and revenues of all or any
portion of the Security Property distributed to partners in Borrower that (i)
are received or applicable to a period after any notice of default from
Lender hereunder or under the Loan Documents in the event of any default by
Borrower hereunder or thereunder, which is not then or thereafter, whether or
not within an applicable grace period, cured prior to the acceleration of the
principal sum of this Note, and (ii) are not either applied to the payment of
real estate taxes or other ordinary and necessary expenses of owning and
operating the Security Property or paid to Lender, (f) damage to the Security
Property as a result of the intentional misconduct or gross negligence of
Borrower or any of its principals, officers or general partners, or any agent
or employee of any such persons acting within the scope of their agency or
employment, to the extent of Net Operating Income (as defined in that certain
Cash Management Agreement dated October 16, 1998 between American 2 and
Lender (the "Cash Management Agreement") or any removal of the Security
Property in violation of the terms of the Loan Documents, to the full extent
of the losses or damages incurred by Xxxxxx on account of such failure, (g)
failure to pay any valid taxes, assessments, mechanic's liens, materialmen's
liens or other liens which could create liens on any portion of the Security
Property which would be superior to the lien or security title of the
Security Instrument or the other Loan Documents, to the full extent of the
amount claimed by any such lien claimant, to the extent of Operating Income
(as defined in the Cash Management Agreement), (h) all obligations and
indemnities of Borrower under the Loan Documents relating to hazardous or
toxic substances or compliance with environmental laws and regulations to the
full extent of any losses or damages (including those resulting from
diminution in value of any Security Property) incurred by Xxxxxx as a result
of the existence of such hazardous or toxic substances or failure to comply
with environmental laws or regulations, (i) fraud or material
misrepresentation as to facts existing at the time such representation is
made by Borrower or any of its principals, officers, or general partners, any
guarantor, any indemnitor or any agent, employee or other person authorized
or apparently authorized to make statements or representations on behalf of
Borrower, any principal, officer or partner of Borrower, any guarantor or any
indemnitor, to the full extent of any losses, damages and expenses of Lender
on account thereof and (j) any action, claim or counterclaim or similar cause
of action asserted or interposed by or on behalf of Borrower against Lender
in any action or proceeding for foreclosure of the Mortgage regardless of the
forum, court or venue, or if Borrower raises any defense to its obligations
under any of the Loan Documents, in either event of which such action, claim,
counterclaim, similar cause of action or defense is found by the applicable
court or trier of facts to be wholly or materially without basis in law or
fact. References herein to particular sections of the Loan Documents shall be
deemed references to such sections as affected by other provisions of the
Loan Documents relating thereto. Nothing herein shall be deemed (w) to be a
waiver of any right which Lender may have under any bankruptcy law of the
United States or of any State in which any part of the Mortgaged Property is
located to file a claim for the full amount of the Loan or to require that
all of the Mortgaged Property and any other collateral given to secure the
Loan shall continue to secure all of the Loan; (x) to impair the validity of
the Loan; (y) to impair the right of Lender as mortgagee or secured party to
foreclose any lien or security interest or (z) impair the right of Lender to
obtain the Recourse Distributions received by Borrower, including, without
limitation, the right, if any, to proceed against any constituent partner or
shareholder of Borrower to the extent any such Recourse Distribution has
actually theretofore been distributed to such constituent partner or
shareholder.
The provisions of this Section 1.05 shall be inapplicable to Borrower if any
petition for bankruptcy, reorganization or arrangement pursuant to federal or
state law shall be filed by, consented to or acquiesced in by or with respect
to Borrower or if Borrower shall institute any proceeding for the dissolution
or liquidation of Borrower or if Borrower shall make an assignment for the
benefit of creditors, in which event Lender shall have recourse against all
of the assets of Borrower and the Recourse Distributions received by the
constituent partners and shareholders of Borrower. For purposes of this
Section 1.05, the term "Recourse Distributions" shall mean the distributions
referred to in the foregoing clause (e).
ARTICLE II - GENERAL CONDITIONS
2.01 No Waiver; Amendment. No failure to accelerate the debt evidenced
hereby by reason of default hereunder, acceptance of a partial or past due
payment, or indulgences granted from time to time shall be construed (i) as a
novation of this Note or as a reinstatement of the indebtedness evidenced hereby
or as a waiver of such right of acceleration or of the right of Lender
thereafter to insist upon strict compliance with the terms of this Note, or (ii)
to prevent the exercise of such right of acceleration or any other right granted
hereunder or by any applicable laws; and Borrower hereby expressly waives the
benefit of any statute or rule of law or equity now provided, or which may
hereafter be provided, which would produce a result contrary to or in conflict
with the foregoing. No extension of the time for the payment of this Note or any
installment due hereunder, made by agreement with any person now or hereafter
liable for the payment of this Note shall operate to release, discharge, modify,
change or affect the original liability of Borrower under this Note, either in
whole or in part unless Xxxxxx agrees otherwise in writing. This Note may not be
changed orally, but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification or discharge is sought.
2.02 Waivers. Presentment for payment, demand, protest and notice of
demand, protest and nonpayment and all other notices are hereby waived by
Xxxxxxxx. Borrower hereby further waives and renounces, to the fullest extent
permitted by law, all rights to the benefits of any statute of limitations and
any moratorium, reinstatement, marshalling, forbearance, valuation, stay,
extension, redemption, appraisement, exemption and homestead now or hereafter
provided by the Constitution and laws of the United States of America and of
each state thereof, both as to itself and in and to all of its property, real
and personal, against the enforcement and collection of the obligations
evidenced by this Note or the other Loan Documents.
2.03 Limit of Validity. The provisions of this Note and of all agreements
between Borrower and Lender, whether now or existing or hereafter arising and
whether written or oral, are hereby expressly limited so that in no contingency
or event whatsoever, whether by reason of demand or acceleration of the maturity
of this Note or otherwise, shall the amount paid, or agreed to be paid
("Interest"), to Lender for the use, forbearance or retention of the money
loaned under this Note exceed the maximum amount permissible under applicable
law. If, from any circumstance whatsoever, performance or fulfillment of any
provision hereof or of any agreement between Borrower and Lender shall, at the
time performance or fulfillment of such provision shall be due, exceed the limit
for Interest prescribed by law or otherwise transcend the limit of validity
prescribed by applicable law, then ipso facto the obligation to be performed or
fulfilled shall be
reduced to such limit and if, from any circumstance whatsoever, Lender shall
ever receive anything of value deemed Interest by applicable law in excess of
the maximum lawful amount, an amount equal to any excessive Interest shall be
applied to the reduction of the principal balance owing under this Note in
the inverse order of its maturity (whether or not then due) or at the option
of Lender be paid over to Borrower, and not to the payment of Interest. All
Interest (including any amounts or payments deemed to be Interest) paid or
agreed to be paid to Lender shall, to the extent permitted by applicable law,
be amortized, prorated, allocated and spread throughout the full period until
payment in full of the principal balance of this Note so that the Interest
thereof for such full period will not exceed the maximum amount permitted by
applicable law. This Section 2.03 will control all agreements between
Borrower and Lender.
2.04 Use of Funds. Borrower hereby warrants, represents and covenants that
no funds disbursed hereunder shall be used for personal, family or household
purposes.
2.05 Unconditional Payment. Borrower is and shall be obligated to pay
principal, interest and any and all other amounts which become payable hereunder
or under the other Loan Documents absolutely and unconditionally and without any
abatement, postponement, diminution or deduction and without any reduction for
counterclaim (other than compulsory counterclaims) or setoff. In the event that
at any time any payment received by Lender hereunder shall be deemed by a court
of competent jurisdiction to have been a voidable preference or fraudulent
conveyance under any bankruptcy, insolvency or other debtor relief law, then the
obligation to make such payment shall survive any cancellation or satisfaction
of this Note or return thereof to Borrower and shall not be discharged or
satisfied with any prior payment thereof or cancellation of this Note, but shall
remain a valid and binding obligation enforceable in accordance with the terms
and provisions hereof, and such payment shall be immediately due and payable
upon demand.
2.06 Governing Law; Consent to Jurisdiction.
(a) This Note shall be interpreted, construed and enforced according to the
laws of the State of New York.
(b) Any suit, action or proceeding against Borrower or Lender arising
out of or relating to this Note shall be instituted in any federal or state
court in New York, New York, pursuant to Section.5-1402 of the New York General
Obligations Law, or, at Xxxxxx's discretion, in any state where the Trust
Property is located and Borrower waives any objection which it may now or
hereafter have to the laying of venue of any such suit, action or proceeding,
and Borrower hereby irrevocably submits to the jurisdiction of any such court
in any suit, action or proceeding. Borrower does hereby designate and appoint
C.T. Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as their
authorized agent to accept and acknowledge on their behalf service of any and
all process which may be served in any such suit, action or proceeding in any
federal or state court in New York, New York, or in the state in which the
Trust Property is located and agrees that service of process upon said agent
at said address and written notice of said service of Borrower mailed or
delivered to Borrower in the manner provided in the Mortgage, shall be deemed
in every respect effective service of process upon Borrower, in any such
suit, action or proceeding. Borrower (i) shall give prompt notice to the
Lender of any
changed address of their authorized agent xxxxxxxxx, (ii) may at any time and
from time to time designate a substitute authorized agent with an office in
New York, New York (which office shall be designated as the address for
service of process), and (iii) shall promptly designate such a substitute if
its authorized agent ceases to have an office in New York, New York or is
dissolved without leaving a successor.
2.07 Miscellaneous. The terms and provisions hereof shall be binding upon
and inure to the benefit of Xxxxxxxx and Xxxxxx and their respective heirs,
executors, legal representatives, successors, successors-in-title and assigns,
whether by voluntary action of the parties or by operation of law. As used
herein, the terms "Borrower" and "Lender" shall be deemed to include their
respective heirs, executors, legal representatives, successors,
successors-in-title and assigns, whether by voluntary action of the parties or
by operation of law. If Borrower consists of more than one person or entity,
each shall be jointly and severally liable to perform the obligations of
Borrower under this Note. All personal pronouns used herein, whether used in the
masculine, feminine or neuter gender, shall include all other genders; the
singular shall include the plural and vice versa. Titles of articles and
sections are for convenience only and in no way define, limit, amplify or
describe the scope or intent of any provisions hereof. Time is of the essence
with respect to all provisions of this Note. This Note and the other Loan
Documents contain the entire agreements between the parties hereto relating to
the subject matter hereof and thereof and all prior agreements relative hereto
and thereto which are not contained herein or therein are terminated.
2.08 Consolidation and Restatement. Xxxxxx is the lawful owner and holder
of that certain Promissory Note dated October 16, 1998 made by American 2 to
Lender in the original principal amount of $12,200,000 (the "Existing Note").
Xxxxxx and Xxxxxxxx have agreed that the indebtedness evidenced by the Existing
Note shall be increased, and that in connection the Existing Note will be
amended, modified and restated in its entirety pursuant hereto. Accordingly, by
Xxxxxxxx's execution and delivery, and Xxxxxx's acceptance of delivery, of this
Note, this Note does hereby amend, modify and restate the Existing Note in its
entirety, and consolidate the Existing Note with the new indebtedness evidenced
hereby, so as to cause this Note to evidence one joint and several debt of
Borrower in the principal amount of $29,400,000. All of the terms, covenants,
agreements, rights, obligations and conditions of the Existing Note are hereby
amended, restated and superseded in their entirety by this Note, it being
understood, acknowledged and agreed that the amendment and restatement of the
Existing Note pursuant to this Note shall not (and does not) impair the debt
evidenced by the Existing Note. Borrower expressly acknowledges and consents to
its liability for the entire debt evidenced by this Note and, if and to the
extent American 4 was not the obligor with respect to the indebtedness evidenced
by the Existing Note, American 4, by its execution and delivery of this Note,
does hereby expressly assume liability for such indebtedness on the restated
terms set forth herein.
IN WITNESS WHEREOF, Xxxxxxxx has executed this Note as of the
date first above written.
AMERICAN DE/SPE 2, LLC,
a Delaware limited liability company
By: AMERICAN DE/SPE 2, INC., a Delaware
corporation, its managing member
By: /s/ Xxxxxxx X. Butte
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title:Vice-President
AMERICAN DE/SPE 4, L.P.,
a Delaware limited partnership
By: AMERICAN DE/SPE 4, INC.
a Delaware corporation, its general partner
By: /s/ Xxxxxxx X. Butte
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title:Vice-President
