EXHIBIT 10 (q)
Execution Copy
Sagasco Amadeus Pty Limited (ACN 056 420 396)
"Sagasco"
Magellan Petroleum Corporation (ABN 97 099 695 093)
"MPC"
Share sale agreement
[GRAPHIC OMITTED]
Lawyers
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PO Box H3 Australia Square Sydney NSW 1215
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Sydney o Melbourne o Brisbane o Perth o Canberra o Darwin
Liability limited by the Solicitors Scheme approved under the Professional
Standards Act 1994 (NSW)
Table of contents
1. Definitions and interpretation..................................1
1.1 Definitions.........................................1
1.2 Interpretation......................................2
1.3 Governing law.......................................2
2. Sale of MPA Shares..............................................2
3. Condition precedent.............................................3
4. Completion......................................................3
4.1 Time and place for Completion.......................3
4.2 Delivery of documents by Sagasco....................3
4.3 Delivery of documents by MPC........................3
4.4 Interdependence of obligations......................3
4.5 Sagasco's obligations until registration............3
4.6 MPC's obligations to register.......................4
5. Sagasco's warranties............................................4
6. MPC's warranties................................................4
7. Compliance with U.S. securities laws............................4
8. General.........................................................6
8.1 Further acts........................................6
8.2 Notices.............................................6
8.3 Jurisdiction........................................8
8.4 Amendment...........................................7
8.5 Waiver..............................................7
8.6 Assignment..........................................8
8.7 Counterparts........................................8
8.8 Stamp duties........................................8
8.9 Merger..............................................9
8.10 Entire agreement....................................9
8.11 Confidentiality and public announcements............9
8.12 Expenses...........................................10
8.13 No representation or reliance......................10
8.14 Indemnities........................................10
Schedule 1 Transfer of MPA Shares..........................................11
Annexure A Registration Rights Agreement...................................14
Share sale agreement made on July 10, 2003
Parties Sagasco Amadeus Pty Limited (ACN 056 420 396) of Level
39, AMP Centre, 50 Bridge Street, Sydney, NSW, 2000
("Sagasco")
Magellan Petroleum Corporation (ABN 97 099 695 093) of
Unit 31, Oak Park, 149 Durham Road, Madison,
Connecticut, USA, 06443 ("MPC")
Recitals
A. Magellan Petroleum Australia Limited (ACN 009 728 581) is a company
limited by shares registered in Australia with its registered office
at Level 10, 145 Eagle Street, Brisbane, Queensland, 4000 ("MPA").
B. Sagasco is the legal and beneficial owner of 1,200,000 fully paid
ordinary shares in the issued share capital of MPA ("MPA Shares").
C. Sagasco has agreed to sell and MPC has agreed to purchase the MPA
Shares upon the terms and conditions contained in this Agreement.
The parties agree
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1. Definitions and interpretation
1.1 Definitions
In this Agreement:
"Agreement" means this Share Sale Agreement, including Schedule 1
and Annex A attached hereto.
"Business Day" means a day which is not a Saturday, Sunday or public
holiday in the State.
"Completion" means completion of the sale and purchase of the MPA
Shares in accordance with the terms of this Agreement.
"Completion Date" means the fifth Business Day following the receipt
of all approvals required under clause 3 of this Agreement or such
other date as Sagasco and MPC shall agree.
"Constitution" means the constitution of MPA.
"Encumbrance" means any mortgage, charge, pledge, lien, encumbrance,
assignment, hypothecation, security interest, title retention,
preferential right, trust arrangement, contractual right of set-off
or any other security agreement or arrangement in favour of any
person.
"FATA" means the Foreign Acquisitions and Takeovers Act 1975.
"FIRB Approval" means the unconditional approval pursuant to FATA of
the Treasurer to the Proposal or the approval of the Treasurer
subject to conditions which are acceptable to MPC acting reasonably.
"MPA" has the meaning given in Recital A.
"MPA Shares" has the meaning given in Recital B.
"MPC Shares" means the common shares in the capital of MPC.
"Proposal" means the acquisition of the MPA Shares by MPC under this
Agreement.
"Related Body Corporate" has the meaning given in section 9 of the
Corporations Act 2001 (Cth).
"Share Consideration" has the meaning given in clause 2.
"State" means the State of New South Wales.
1.2 Interpretation
In this Agreement:
(a) headings are for convenience only and do not affect
interpretation; and unless the context indicates a
contrary intention:
(b) an obligation or liability assumed by, or a right
conferred on, 2 or more parties binds or benefits all of
them jointly and each of them severally;
(c) the expression "person" includes an individual, the
estate of an individual, a corporation, an authority, an
association or a joint venture (whether incorporated or
unincorporated), a partnership and a trust;
(d) a reference to any party includes that party's
executors, administrators, successors and permitted
assigns, including any person taking by way of novation;
(e) a reference to any document (including this Agreement)
is to that document as varied, novated, ratified or
replaced from time to time;
(f) a reference to any statute or to any statutory provision
includes any statutory modification or re-enactment of
it or any statutory provision substituted for it, and
all ordinances, by-laws, regulations, rules and
statutory instruments (however described) issued under
it;
(g) words importing the singular include the plural (and
vice versa), and words indicating a gender include every
other gender;
(h) references to parties, clauses, schedules, exhibits or
annexures are references to parties, clauses, schedules,
exhibits and annexures to or of this Agreement, and a
reference to this Agreement includes any schedule,
exhibit or annexure to this Agreement;
(i) where a word or phrase is given a defined meaning, any
other part of speech or grammatical form of that word or
phrase has a corresponding meaning;
(j) references to payments to any party to this Agreement
include payments to another person upon the direction of
such party;
(k) all payments to be made under this Agreement will be
made by unendorsed bank cheque or other immediately
available funds;
(l) the word "includes" in any form is not a word of
limitation; and
(m) a reference to "$" or "dollar" is to Australian
currency.
1.3 Governing law
This Agreement is governed by and will be construed according to the
laws of the State.
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2. Sale of MPA Shares
(a) Sagasco agrees to sell to MPC, and MPC agrees to purchase from
Sagasco, the MPA Shares (including any additional shares issued
between the date of this Agreement and the Completion Date,
inclusive, as a result of a stock split, stock dividend,
recapitalisation or the like) free of any Encumbrance in
consideration for the issue of 1,300,000 MPC Shares (as such number
of MPC Shares may be increased pursuant to clause 2(b), the "Share
Consideration") by MPC to Sagasco, on the Completion Date in
accordance with the terms and conditions contained in this
Agreement.
(b) In the event that between the date of this Agreement and the
Completion Date, inclusive, MPC issues to the holders of MPC Shares
additional MPC Shares as a result of a stock split, stock dividend,
recapitalisation or the like, the Share Consideration to be issued
to Sagasco pursuant to this clause 2 shall be increased by the
number of MPC Shares that Sagasco would have received had it held
the Share Consideration at the time of the distribution.
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3. Conditions precedent
(a) FIRB Approval is a condition precedent to the obligations of
MPC and Sagasco under clauses 2 and 4.
(b) MPC must do all things pursuant to FATA which are reasonably
necessary to obtain FIRB Approval promptly after the execution
of this Agreement.
(c) FIRB Approval is taken to have been granted:
(i) if a notice is issued pursuant to FATA stating that the
Commonwealth Government does not object to the Proposal;
or
(ii) if notice of the Proposal has been given to the
Treasurer pursuant to FATA and the Treasurer is, by
reason of lapse of time, not empowered to make an order
under Part II of FATA in relation to the Proposal.
(d) In the event that between the date of this Agreement and the
Completion Date, inclusive, MPC issues to the holders of MPC
Shares cash dividends or other distributions (other than in the
form of additional MPC Shares), Sagasco may at its option refuse
to perform its obligations under clauses 2 and 4.
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4. Completion
4.1 Time and place for Completion
Completion will take place on the Completion Date at the offices of
Corrs Chambers Westgarth, Waterfront Place, 1 Eagle Street, Brisbane
4000 Queensland, Australia.
.
4.2 Delivery of documents by Sagasco
On Completion Sagasco will deliver or cause to be delivered to MPC:
(a) a duly executed transfer form for the transfer of the MPA Shares
from Sagasco to MPC in substantially the form set out in
schedule 1; and
(b) a Registration Rights Agreement in the form set out in
annexure A duly executed by Sagasco.
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4.3 Delivery of documents by MPC
On Completion MPC will issue the Share Consideration and will
deliver or cause to be delivered to Sagasco:
(a) the stock certificate(s) for the Share Consideration; and
(b) a Registration Rights Agreement in the form set out in annexure
A duly executed by MPC.
4.4 Interdependence of obligations
The obligations of Sagasco and MPC under clauses 4.2 and 4.3 are
interdependent.
4.5 Sagasco's obligations until registration
After Completion and until the MPA Shares are registered by MPA in
the name of MPC, Sagasco must take all action as registered holder
of the MPA Shares as MPC may reasonably require from time to time by
notice.
4.6 MPC's obligations to register
MPC must ensure that registration of the transfer of the MPA Shares
takes place as soon as is reasonably possible after Completion.
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5. Sagasco's warranties
As part of the terms of the sale and purchase of the MPA Shares,
Sagasco warrants to MPC as at a time immediately before Completion
that:
(a) Sagasco is the sole legal and beneficial owner of the MPA Shares
which are free of any Encumbrance, and Sagasco has complete and
unrestricted power and right to sell, assign and transfer the
MPA Shares to MPC;
(b) the MPA Shares are fully paid up;
(c) there are no outstanding options, contracts, calls, first
refusals, commitments, rights or demands of any kind relating to
the MPA Shares, nor does any person have any rights of
pre-emption in respect of any of the MPA Shares;
(d) the execution and performance of this Agreement and the
Registration Rights Agreement by Sagasco have been duly and
validly authorised by all necessary corporate action on its
part;
(e) this Agreement and the Registration Rights Agreement are, or
will be, valid and binding agreements on Sagasco enforceable in
accordance with their terms and conditions; and
(f) the MPA Shares are fully tradeable on the Australian Stock
Exchange.
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6. MPC's warranties
As part of the terms of the sale and purchase of the MPA Shares, MPC
warrants to Sagasco as at a time immediately before Completion that:
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(a) the Share Consideration will be issued to Sagasco free of any
Encumbrance, and MPC has complete and unrestricted power and
right to issue the MPC Shares to Sagasco;
(b) the Share Consideration will be issued as fully paid up
MPC Shares;
(c) there will be no outstanding options, contracts, calls,
first refusals, commitments, rights or demands of any kind
relating to the Share Consideration, nor will any person have
any rights of pre-emption in respect of any of the Share
Consideration;
(d) the execution and performance of this Agreement and the
Registration Rights Agreement by MPC have been duly and
validly authorised by all necessary corporate action on its
part;
(e) this Agreement and the Registration Rights Agreement are, or
will be, valid and binding agreements on MPC enforceable in
accordance with their terms and conditions; and
(f) the Share Consideration will be of the same class as the MPC
Shares that are currently traded on the NASDAQ SmallCap Market.
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7. Compliance with U.S. securities laws
(a) Representations and Warranties of Sagasco. Sagasco represents
and warrants to MPC that it:
(i) understands that the Share Consideration to be issued in
accordance with clauses 2 and 4.3 have not been, and, as
of the date of issuance, will not be, registered under
the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or under any U.S. state securities
laws, and are being issued pursuant to a "safe harbor"
exemption from registration contained in Regulation S
promulgated under the Securities Act based, in part,
upon the representations and warranties of Sagasco
contained herein.
(ii) has received certain information concerning MPC and has
had the opportunity to obtain additional information as
desired in order to evaluate the merits and the risks
inherent in holding shares of MPC's common stock;
(iii) is able to bear the economic risk and lack of liquidity
inherent in holding MPC Shares;
(iv) is an "Accredited Investor" as defined in Regulation D
promulgated under the Securities Act;
(v) (A) is not a "U.S. Person" (as that term is defined in
Rule 902 of Regulation S under the Securities Act); (B)
is not acquiring the Share Consideration for the
account or benefit of any U.S. Person and has not
pre-arranged any resale of any of the Share
Consideration with any buyer located in the United
States or otherwise with a U.S. Person; and (C) was
not offered the Share Consideration in the United
States, and at the time of execution of this
Agreement and of any offer to purchase the Share
Consideration received from MPC hereunder, was located
outside the United States;
(vi) is not engaged in the business of distributing
securities;
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(vii) will not engage in hedging transactions with regard to
the Share Consideration unless in compliance with the
Securities Act; and
(viii) has not engaged and will not engage, nor have any of its
affiliates or any person acting on behalf of it or any
of them engaged in or will engage in, any "directed
selling efforts" with respect to the Share Consideration
within the meaning of Rule 902(c) of Regulation S
adopted under the Securities Act.
(b) Representation and Warranty by MPC. MPC represents and warrants
that neither it, nor any of its affiliates or any person acting
on behalf of any of them, has engaged or will engage in any
"directed selling efforts" with respect to the Share
Consideration within the meaning of Rule 902(c) of Regulation S
adopted under the Securities Act, and it, its affiliates and any
person acting on behalf of any of them have complied and will
comply with the offering restrictions requirement of Regulation
S under the Securities Act.
(c) Legending and Stop Transfer Requirements.
(i) The stock certificate delivered by MPC to Sagasco in
accordance with clause 4.3 representing the Share
Consideration will be imprinted with a legend
substantially in the following form:
"The shares represented by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "Securities Act") and have been issued
pursuant to an exemption from registration under
Regulation S promulgated under the Securities Act. Such
shares are "restricted securities" as defined in Rule
144 promulgated under the Securities Act and may not be
offered for sale, sold, delivered after sale,
transferred, pledged, or hypothecated except: (i) in
accordance with the provisions of Regulation S under the
Securities Act; (ii) pursuant to registration under the
Securities Act; or (iii) pursuant to an opinion of
counsel reasonable satisfactory to Magellan Petroleum
Corporation that such shares may be transferred without
registration under the Securities Act. Hedging
transactions involving the shares represented by this
certificate may not be conducted unless in compliance
with the Securities Act."
(ii) MPC shall refuse to register any transfer of the Share
Consideration that is not made in accordance with:
(A) the provisions of this Agreement; and (B) the
provisions of Regulation S, pursuant to registration
under the Securities Act, or pursuant to an available
exemption from registration under the Securities Act.
(d) Resales of the Share Consideration. Sagasco shall make, or cause
to be made, any resales of the Share Consideration pursuant to
one of the following methods:
(i) "offshore transactions" (as such term is
defined in Regulation S) pursuant to the
resale safe harbor of Rule 904 of Regulation
S adopted under the Securities Act;
(ii) any resale registration statement on Form
S-3 (or such other form as may be available
for the registration of such resales) that
may be filed by MPC with the U.S. Securities
and Exchange Commission following Completion
as required under the Registration Rights
Agreement between Sagasco and MPC in the
form set out in annexure A;
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(iii) Rule 144 promulgated under the Securities Act; or
(iv) any other available exemption under the Securities
Act; provided that, in the case of (iii) and (iv),
Sagasco shall first furnish MPC with a written
opinion reasonably satisfactory to MPC in form and
substance from counsel reasonably satisfactory to
MPC by reason of experience to the effect that
Sagasco may transfer such shares as desired without
registration under the Securities Act (each such
resale described in (i)-(iv), a "Permitted Resale"
and collectively, the "Permitted Resales"). Any such
Permitted Resales shall be made in offshore
transactions or in transactions in the United States
on the Nasdaq SmallCap Market or otherwise.
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8. General
8.1 Further acts
Each party will promptly do and perform all further acts and execute
and deliver all further documents (in form and content reasonably
satisfactory to each party) required by law or reasonably requested
by any other party to give effect to this Agreement.
8.2 Notices
Any communication under or in connection with this Agreement:
(a) must be in writing;
(b) must be addressed as shown below:
(i) in the case of Sagasco:
Name: Sagasco Amadeus Pty Limited
Address:Level 39, AMP Centre, 50 Bridge Street,
Sydney, 2000
Fax no: +612 9235 1661
For the attention of: Company Secretary
With a copy to:
Name: Graham Taylor, Esq.
Address:Clayton Utz, Levels 22-35, No. 1 O'Connell
Street, Sydney NSW 2000 Australia
Fax no: +612 8220 6700
(or as otherwise notified by that party to the other
party from time to time); and
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(ii) in the case of MPC:
Name: Magellan Petroleum Corporation
Address:c/o G&O'D Inc. Box 1146, Madison,
Connecticut, USA, 06443-1146
Fax no: +1 203 245 8290
For the attention of: James R. Joyce, President
With a copy to:
Name: Timothy L. Largay, Esq.
Address:Murtha Cullina LLP, 185 Asylum Street,
Hartford, Connecticut, USA, 06103-3469
Fax no: + 1 860 240 6150
(or as otherwise notified by that party to the other
party from time to time);
(c) must be signed by the party making the communication or (on its
behalf) by the solicitor for, or by any attorney, director,
secretary, or authorised agent of, that party;
(d) must be delivered or posted by prepaid post to the address, or
sent by fax to the number, of the addressee, in accordance with
clause 8.2(b); and
(e) will be deemed to be received by the addressee:
(i) (in the case of prepaid post) on the third business
day after the date of posting within Australia to an
address within Australia, and on the fifth business
day after the date of posting either within
Australia to an address outside Australia or
outside Australia to an address within Australia;
(ii) (in the case of fax) at the local time (in the place
of receipt of that fax) which then equates to the
time at which that fax is sent as shown on the
transmission report which is produced by the machine
from which that fax is sent and which confirms
transmission of that fax in its entirety, unless
that local time is a non business day, or is after
5.00 pm on a business day, in which event that
communication will be deemed to be received at 9.00
am on the next business day; and
(iii) (in the case of delivery by hand) on delivery at the
address of the addressee as provided in clause
8.2(b), unless that delivery is made on a non
business day, or after 5.00 pm on a business day,
when that communication will be deemed to be
received at 9.00 am on the next business day,
and where "business day" means a day which is not a Saturday,
Sunday or public holiday in the place of receipt of that
communication.
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8.3 Jurisdiction
(a) Each party irrevocably submits to the non-exclusive
jurisdiction of the courts of the State, and the courts
competent to determine appeals from those courts, with respect
to any proceedings which may be brought at any time relating in
any way to this Agreement.
(b) Each party irrevocably waives any objection it may now or in
the future have to the venue of any proceedings, and any claim
it may now or in the future have that any proceedings have been
brought in an inconvenient forum, where that venue falls within
(a) of this clause.
8.4 Amendment
This Agreement may only be varied by a document signed by or on
behalf of each of the parties.
8.5 Waiver
(a) Failure to exercise or enforce or a delay in exercising or
enforcing or the partial exercise or enforcement of any right,
power or remedy provided by law or under this Agreement by any
party will not in any way preclude, or operate as a waiver of,
any exercise or enforcement, or further exercise or enforcement
of that or any other right, power or remedy provided by law or
under this Agreement.
(b) Any waiver or consent given by any party under this Agreement
will only be effective and binding on that party if it is given
or confirmed in writing by that party.
(c) No waiver of a breach of any term of this Agreement will
operate as a waiver of another breach of that term or of a
breach of any other term of this Agreement.
8.6 Assignment
A party cannot assign, novate or otherwise transfer any of its
rights or obligations under this Agreement without the prior written
consent of each other party.
8.7 Counterparts
(a) This Agreement may be executed in any number of counterparts
and by the parties on separate counterparts. Each counterpart
constitutes an original of this Agreement, all of which
together constitute one agreement.
(b) A party may execute this Agreement or any counterpart and
exchange it by fax and the fax will be accepted as an original.
8.8 Stamp duties
(a) MPC will:
(i) pay all stamp duties (apart from financial
institutions duties or bank account debit taxes
which will lie between the parties as they fall) and
any related fines and penalties in respect of this
Agreement, the performance of this Agreement and
each transaction effected by or made under or
pursuant to this Agreement; and
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(ii) indemnify Sagasco against any liability arising from
failure to comply with clause 8.8(a)(i).
(b) MPC is authorised to make any application for and retain the
proceeds of any refund due in respect of any stamp duty paid
under this clause.
8.9 Merger
No right or obligation of any party will merge on completion of any
transaction under this Agreement. All rights and obligations under
this Agreement survive the execution and delivery of any transfer or
other document which implements any transaction under this
Agreement.
8.10 Entire agreement
To the extent permitted by law, in relation to the subject matter of
this Agreement, this Agreement:
(a) embodies the entire understanding of the parties, and
constitutes the entire terms agreed on between the parties; and
(b) supersedes any prior written or other agreement between the
parties.
8.11 Confidentiality and public announcements
(a) Confidentiality
Subject to clauses 8.11(b) and 8.11(c), each party must keep the
terms of this Agreement confidential.
(b) Exceptions
A party may make any disclosure in relation to this Agreement:
(i) to any professional adviser, financial adviser,
banker, financier or auditor where that person is
obliged to keep the information confidential;
(ii) to comply with any applicable law, or any
requirement of any regulatory body
(including any relevant stock exchange);
(iii) to any of its employees to whom it is
necessary to disclose the information;
(iv) to obtain the consent of any third party to
any term of, or to any act pursuant to, this
Agreement;
(v) to enforce its rights or to defend any claim
or action under this Agreement;
(vi) to a Related Body Corporate, on receipt of
an undertaking to keep the information
confidential; or
(vii) where the information has come into the
public domain through no fault of that
party.
(c) Public announcements
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Except as required by applicable law or the requirements
of any regulatory body (including any relevant stock
exchange), all press releases and other public
announcements in relation to this Agreement must be in
terms reasonably agreed by the parties.
(d) Return of information on rescission or termination
If this Agreement is rescinded or terminated, MPC will
cease using and return to Sagasco all information and
documents disclosed or provided to it or to any Related
Body Corporate of it or to the directors, secretary or
professional advisers of MPC or of any Related Body
Corporate of MPC in connection with the sale of the MPA
Shares.
8.12 Expenses
Except as otherwise provided in this Agreement, each party will pay
its own costs and expenses in connection with the negotiation,
preparation, execution, and performance of this Agreement.
8.13 No representation or reliance
(a) Each party acknowledges that no party (nor any person
acting on its behalf) has made any representation or
other inducement to it to enter into this Agreement,
except for representations or inducements expressly set
out in this Agreement.
(b) Each party acknowledges and confirms that it does not
enter into this Agreement in reliance on any
representation or other inducement by or on behalf of
any other party, except for any representation or
inducement expressly set out in this Agreement.
8.14 Indemnities
(a) Each indemnity in this Agreement is a continuing
obligation, separate and independent from the other
obligations of the parties, and survives termination,
completion or expiration of this Agreement.
(b) It is not necessary for a party to incur expense or to
make any payment before enforcing a right of indemnity
conferred by this Agreement.
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Schedule 1
Transfer of MPA Shares
[See over page]
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SHARE TRANSFER FORM
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For non-Market Transactions Transfer Ident. Number:
Impress stamp duty here
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FULL NAME OF CORPORATION: MAGELLAN PETROLEUM AUSTRALIA LIMITED
ACN 009 728 581
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STATE OR TERRITORY IN WHICH Queensland
CORPORATION IS TAKEN TO BE
REGISTERED
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DESCRIPTION OF SECURITIES: Ordinary shares Fully paid? Y
If not fully paid, paid to:
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QUANTITY: 1,200,000 (one million two hundred thousand)
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FULL NAME OF TRANSFEROR: SAGASCO AMADEUS PTY LIMITED
ACN 056 420 396
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CONSIDERATION: Refer to clause 2 of the Share Date of
Sale Agreement between the purchase:
Transferor and Transferee
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FULL NAME OF TRANSFEREE: MAGELLAN PETROLEUM CORPORATION
ABN 97 099 695 093
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FULL ADDRESS OF TRANSFEREE: c/o G&O'D Inc., Box 1146, Madison,
Connecticut, USA, 06443-1146
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CHANGE REQUEST Please enter this transfer in the Company's
register
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The transferor as registered holder transfers to the transferee the securities
registered in the transferor's name in the register of the corporation, subject
to the conditions on which the transferor holds the securities. The transferee
accepts the securities on the conditions on which the transferor held them. If
transfer is signed under a power of attorney, the attorney states that the
attorney has not received any notice of the revocation of the power of attorney
under which this transfer is signed.
The transferee states that upon registration of this transfer the transferee
will hold the securities beneficially.
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TRANSFEROR
SIGN HERE:
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Date signed:
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TRANSFEREE
SIGN HERE:
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Signed as an agreement.
The Common Seal of Sagasco Amadeus Pty
Limited (ACN 056 420 396) was affixed in
the presence of:
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Signature of Director Signature of Secretary/other Director
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Name of Director in full Name of Secretary/other Director in full
Signed on behalf of Magellan
Petroleum Corporation (ABN 97
099 695 093) by:
/s/ James R. Joyce /s/ Timothy L. Largay
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Signature Signature
James R. Joyce, President Timothy L. Largay, Secretary