EXHIBIT 4(ix)
CREDIT AGREEMENT
Between
Stanley Bostitch S.A., a limited liability company with a capital
of FRF 62,112,900, having its registered office in 112, avenue
Charle-de Gaulle in Morangis 91423, RCS Corbeil B, represented by
Mr. Jean Francois duly entitled to this effect,
Hereafter called the "Borrower",
And
The branch of Citibank N.A., a corporation based on American law,
located at Citicenter, 19 Le Parvis, La Defense 7, 92800 PUTEAUX,
represented by Michael M. Roberts, duly entitled to this effect,
Hereafter called the "Bank",
IT IS NOW AGREED THAT
Part I- THE FACILITY
1.1. The Facility (the "Credit Line")
In accordance with the terms and conditions hereafter, the Bank
will make available to the Borrower a credit line ("the Credit")
in the sum of DFL 7,500,000 (seven million five hundred thousand
Dutch Guilders), from 30/08/1993 (hereafter called the
"Availability Date") to March 22, 1996 (hereafter called the
"Repayment Date"). The Borrower shall draw on the Credit at one
and only one time from the Availability date.
The Credit, without prejudice to the provisions of Part II
hereafter, shall be automatically reimbursed by the payment of the
promissory note created in accordance with article 3.1., whose
maturity date shall not be later than the Repayment Date .
1.2 Terms
Terms used in this Agreement and not otherwise defined will have
the same definition as those defined in the Syndicated Loan
Agreement dated March 22nd, 1991 (hereafter the "Syndicated Loan
Agreement").
1.3. Purpose
The Credit will be applied, based on the Borrower's statement, to
general corporate purposes, without the Bank being obliged to
verify the stated application.
Part II- REPAYMENT & PREPAYMENT
2.1. Repayment
The repayment of the Drawdown (as defined in article 3.1) by the
Borrower under this agreement will be made in Dutch Guilders at
the latest on the Repayment Date.
2.2. Prepayment
The Borrower may, by giving the Bank not less than thirty day
prior notice to that effect, prepay the whole or any part (being
an amount or integral multiple of DFL 2,500,000) of the Credit
made to such Borrower, at the end of the Interest Period (as
defined in article 4.1) in which the notice of prepayment is
given; such prepayment being made without prejudice to the
Borrower's obligation pursuant to article 4.5., if any. Any
repayment so made shall satisfy pro tanto the Borrower's
obligations under article 1.1.
Any notice of prepayment given by the Borrower pursuant to the
present article shall be irrevocable, shall specify the date upon
which such prepayment is to take effect and the amount of such
prepayment and shall oblige such Borrower to make such prepayment
on such date. After such a notice is sent to the Bank by the
Borrower, the latter shall not be entitled to reborrow any amount
repaid or to be repaid.
Part III- AVAILABILITY OF THE CREDIT LINE
3.1. Availability
The line of credit may be drawn at any time from the Availability
Date, in one drawdown, subject to prior notice given to the Bank
by letter or by telex and received by the Bank two (2) business
days at least before the date of the drawdown. A "business day" is
each day during which banks are open all day in Paris.
This prior notice shall oblige the Borrower to borrow the whole
amount of the Credit on the date therein stated (hereafter called
the "Drawdown") under the terms and conditions contained herein.
The Drawdown will be represented by a promissory note issued to
the order of the Bank, in the form of Annex A hereto attached
(hereafter called the "Note"). The date of issue of the Note will
only be a business day; furthermore, if the maturity date of the
Note falls on a non-business day, this maturity date will be
extended to the first following business day. The Maturity Date of
the Note shall not be later than the Repayment Date.
The issuance of the Note will not be considered as a novation of
the obligation resulting from the present contract, but will
represent the monetary obligation of the Borrower arising from the
Drawdown.
3.2. Conditions Precedent
The Drawdown will be conditioned upon:
i) the signature of a first demand guarantee by THE STANLEY WORKS,
covering the obligations of the Borrower under this Agreement;
ii) the prior remittance to the Bank of certified copies of power
of attorney, or board resolutions authorizing the conclusion of
the present contract;
iii) prior remittance to the Bank of all justifications relative
to the authorizations or the accomplishment of all formalities
that may eventually be imposed by French or foreign regulations;
iv) the absence of any Event of Default mentioned in article 5.3.
hereunder,
v) the accuracy of representations and warranties made by the
Borrower in article 5.1.,
vi) the absence of any material adverse change in the financial
situation of the Borrower since December 31st, 1992 (date of the
most recent audited Financial Statements), which would, in the
reasonable judgment of the Bank, prevent it from meeting all
obligations under this present agreement.
vii) the receipt of the Note provided for above.
Part IV- INTEREST
4.1. Normal Interest Rate
The Drawdown of the present Credit line will bear interest at an
annual rate equal to the offered rate of Citibank N.A. London, one
business day before the first day of the Interest Period as
hereafter defined, on the London Interbank Market for Dutch
Guilder deposits for the period for which such rate is to be
determined plus a margin of 0.50 % per annum.
The period starting on the date of the Drawdown and ending on the
Repayment Date shall be divided into successive periods each of
which (other than the first) shall start on the last day of the
preceding period (hereafter called "Interest Period").
The first Interest Period shall start on the Drawdown date and end
on September 29, 1993. The duration of this first Interest period,
which is only for the purposes of calculating accrued interest,
shall be one month. The duration of each subsequent Interest
Period shall be determined as referred to the duration of the
interest period of the Advances under the Syndicated Loan
Agreement, provided that:
i) if the Borrower fails to give notice to the Bank regarding
its choice in relation to the Interest Period, the duration of
that Interest Period whether under this Agreement or under the
Syndicated Loan Agreement shall, subject to ii) below, be three
months;
ii) any Interest Period which would otherwise end during the month
preceding, or extend beyond, the Repayment Date shall be of such
duration that it shall end on the Repayment Date.
The duration of an Interest Period by the Borrower shall be
irrevocably binding for the Borrower for that Interest Period.
4.2. Exceptional Interest Rate
In case the Bank considers that circumstances affecting the
monetary market prevent the determination of an applicable
interest rate, the Bank will notify the Borrower at least one
business day before the end of the current Interest Period.
If, within 30 calendar days following this notification, the
Borrower and the Bank have not determined a mutually satisfactory
interest rate for the concerned Interest Period, the Borrower will
be required to repay to the Bank, within a maximum delay of 10
calendar days following the Bank's request by telex or letter, the
amount of the outstanding Note, as well as all outstanding
interest up to the date of its repayment, at an interest rate
equal to the effective cost incurred by the Bank to keep the
Credit available to the Borrower, plus a margin of 0.50%. This
cost will be determined by the Bank and notified to the Borrower.
4.3. Accrued Interest
On the last day of each Interest Period the Borrower shall pay
accrued interest. The accrued interest due will be calculated on
the basis of a 360 day-year, and will be debited by the Bank in
the Borrower's account with the Bank.
4.4 "Effective Global Rate" (Taux Effectif Global)
The "effective global rate" applicable to the present credit would
be 6.90% (6.40% + 0.50%) on the date of signature of this
Agreement.
4.5. Late Interest
All amounts of principal, interest, fees, accessories, due but
unpaid, will automatically bear interest, in compliance with the
law, at a rate which will be equal to the interest rate calculated
in articles 4.1. or 4.2. above, depending on the case, but with
the substitution of a margin of 1.50 % to that determined in those
paragraphs, and as long as the Borrower is in default, without
prejudice to all other rights the Bank may be entitled to because
of the damages resulting from the default of the Borrower,
including the refinancing costs.
The payment of late interest will be made at the Bank's first
request, who may debit it immediately from the Borrower's account
with the Bank.
Part V REPRESENTATIONS, COVENANTS & EVENTS OF DEFAULT
5.1. Representations and Warranties
The Borrower represents and warrants: (i) that its obligation to
pay the principal, the interest, the commitment fee and
accessories under the present agreement constitutes a direct,
unconditional and general obligation which ranks pari passu with
the claims of all its other unsecured creditors save those whose
claims are preferred solely by any bankruptcy, insolvency,
liquidation or other similar laws of general application.
(ii) that it will notify the Bank, by remitting to it all its
documents relating to any event affecting its legal existence and
its legal capacity, and all statutory modifications and changes in
persons mandated to represent it; it will also notify the Bank of
any change in the capital ownership, which would result in the
Borrower not being directly or indirectly wholly-owned by THE
STANLEY WORKS;
(iii) that its balance sheet and financials on December 31, 1992
have been established in accordance with current accounting
principles and sincerely and faithfully reflects its assets and
liabilities, and that since January 1, 1993, there has been no
material adverse change in its financial situation;
(iv) that the Borrower is not subject to any kind of legal pursuit
that may seriously affect its ability to meet its financial
obligations under the present Agreement; that it is not, to the
best of its knowledge, threatened by any such procedure.
5.2. Covenants
5.2.1. The Borrower shall:
(i) obtain, comply with the terms of and do all that is necessary
to maintain in full force and effect all authorizations,
approvals, licenses and consents required in or by the laws and
regulations of its jurisdiction of incorporation to enable it
lawfully to enter into and perform its obligations under this
Credit Agreement or to ensure the legality, validity,
enforceability or admissibility in evidence in its jurisdiction of
incorporation of this Credit Agreement;
(ii) the Borrower shall maintain, in full force and effect,
prudent insurances on and in relation to its business and assets
or self-insure where this is considered appropriate in the opinion
of the Borrower;
(iii) promptly inform the Bank of the occurrence of any event
which is or is likely, in the reasonable opinion of the Borrower,
to become (with the passage of time, the giving of notice, the
making of any determination hereunder or any combination thereof)
an Event of Default and, upon receipt of a written request to that
effect from the Bank, confirm to the Bank that, save as previously
notified to the Bank or as notified in such confirmation, no such
event has occurred;
(iv) ensure that at all times the claims of the Bank against it
under this Credit Agreement rank at least pari passu with the
claims of all its other unsecured creditors save those whose
claims are preferred by any bankruptcy, insolvency, liquidation or
other similar laws of general application;
(v) that it will deliver to the Bank within 95 days after the end
of each of its fiscal year its balance sheet, income statement and
financial annexes, as well as the auditor's report certifying the
conformity of the accounting documents communicated with
accounting principles generally accepted in France; that these
documents will be completed by a letter confirming that none of
the events provided for in article 5.3 have occurred;
(vi) that upon request of the Bank, the latter will receive
without delay any additional information concerning the financial
situation or the activity of the Borrower, that may be of interest
to the Bank;
(vii) that it will immediately inform the Bank of the occurrence
of any Event of Default provided for in article 5.3;
5.2.2. The Borrower shall not, without the prior consent of the
Bank:
(i) create or permit to subsist any encumbrance over all or any of
its present or future Principal Property (unless the Borrower
secures the Drawdown made equally and ratably with such
encumbrance) other than:
(a) any existing encumbrance which has been disclosed in
writing to the Bank prior to the date hereof;
(b) encumbrances on property of any corporation existing at
the time such corporation becomes a subsidiary;
(c) encumbrances securing financial indebtedness of one
member of the Group to another (save for such mortgages securing
financial indebtedness of the Borrower to a member of the Group
which is not the Borrower);
(d) any lien arising solely by operation of law in the
ordinary course of business or which is contained in a contract
for the purchase or sale or goods or services entered into in the
ordinary course of business;
(e) encumbrances on any property existing at the time of
acquisition but only if the amount outstanding and secured thereby
does not exceed the lesser of the fair market value of or the
purchase price of the property as purchased;
(f) any encumbrance securing the purchase price of revenues
or assets purchased after the date hereof or the cost of repairing
or altering, constructing, developing or substantially improving
all or any part of such revenues or assets provided that such
encumbrance attaches only to such revenues or assets and the
financial indebtedness thereby secured does not exceed the lesser
of the fair market value or the purchase price of the revenues or
assets as purchased;
(g) any other encumbrances securing financial indebtedness,
which in aggregate do not exceed 10% of Consolidated Net Tangible
Assets; and
(h) any extension, renewal or replacement of any of the
encumbrances referred to above provided that the financial
indebtedness secured by any such extension, renewal or replacement
does not exceed the principal amount of the financial indebtedness
originally secured thereby plus any fee incurred in connection
with such transaction.
(ii) make any loans, grant any credit or give any guarantee or
indemnity to or for the benefit of any person or otherwise
voluntarily assume any liability, whether actual or contingent, in
respect of any obligation of any other person save for:
(a) any loans, credits, guarantees or indemnities which
relate directly or indirectly to the carrying on of the business
of the Borrower; and
(b) any loans, credits, guarantees and indemnities made to or
for the benefit of the Borrower; and
(iii) except for sales, transfers or other disposals of stock in
trade, sell, lease, transfer or otherwise dispose of, by one or
more transactions or series of transactions (whether related or
not and whether to another member of the Group or not), the whole
or any part of its revenues or its assets other than sales,
leases, transfers or other disposals in the ordinary course of
business or on arms' length terms or which, in any financial year,
do not exceed 5% of Consolidated Net Tangible Assets as determined
by the most recent financial statements delivered pursuant to
article 5.1.(ii) provided that the proceeds thereof are applied
only in or towards the satisfaction of any financial indebtedness
and/or to the general working capital requirements of the Group
except that up to fifty per cent of the proceeds thereof may be
applied in or towards the repurchasing of any of THE STANLEY
WORKS's common stock or the payment of dividends and distributions
thereon, except that not more than 25% (twenty five percent) of
such proceeds may be applied in or towards the payment of such
dividends and distributions. Furthermore, for the purpose of the
calculation of Consolidated Net Tangible Assets, any proceeds from
the sale of any Taylor Rental stores owned directly or indirectly
by THE STANLEY WORKS will not be taken into account.
5.3. Events of Default
If any of the following events, in addition to those provided for
by law, occurs:
(i) the Borrower does not pay within three business days of
maturity all amounts, in principal, interest, fees, ancillary
expenses, due by virtue of the present contract, or
(ii) the Borrower does not comply with any other obligation
resulting from this contract, and does not remedy to it within 30
business days after the summons from the Bank to execute the
obligation, or
(iii) the Borrower ceases its activity, defaults, declares
bankruptcy, or a resolution is passed or a petition is presented
or an order is made for the "liquidation amiable", "reglement
judiciaire", "reglement amiable", "redressement judiciaire" or
"liquidation judiciaire" of the Borrower, or a petition is
presented or an order is made for the appointment of an
"administrateur ad hoc" or "administrateur judiciaire" to
administer all or part of the assets of the Borrower, or an event
analogous to any of the foregoing occurs, or
(iv) there shall occur any material adverse change in the
business, assets or conditions of the Group taken as a whole from
that existing at the date hereof which, in the reasonable opinion
of the Bank, is likely to have a material adverse effect on the
ability of the Borrower to comply with any of its obligations
hereunder;
(v) any financial indebtedness of the Borrower, in an amount in
excess of US $ 5,000,000 is not paid when due, or any such
financial indebtedness of the Borrower is declared to be or
otherwise becomes due and payable by reason of default or by
reason of the occurrence of an event of default whether as a
result of culpability or not prior to its specified maturity or
any other creditor or creditors of the Borrower are entitled (and
continue to be so entitled) to declare any such financial
indebtedness of the Borrower due and payable prior to its
specified maturity by reason of the failure of the Borrower to
either (i) make any payment in respect of any such financial
indebtedness upon its due date, (ii) comply with any financial
covenant or (iii) comply with any other financial test in respect
of such financial indebtedness, or
(vi) any representation or statement made by the Borrower in this
Agreement or in any notice or other document certificate or
statement delivered by it pursuant hereto or in connection
herewith is, in the reasonable opinion of the Bank, or proves to
have been incorrect or misleading in any material respect when
made; or
(vii) the Borrower ceases to be a direct or indirect, wholly-owned
subsidiary of THE STANLEY WORKS (subject to the ability of
directors of such Borrower to hold nominee shares in the capital
of the Borrower), or
(viii) more than 15% of the revenues of the Borrower are derived
from any business wholly and totally unrelated to any of the
businesses, products, distribution channels or services of
Borrower at the date hereof, or
(ix) at any time it is or becomes unlawful for the Borrower to
perform or comply with any of its obligations hereunder or any of
the obligations of the Borrower are not or cease to be legal,
valid and binding.
The Bank may then, by written notification to the Borrower and THE
STANLEY WORKS, declare immediately due all amounts to be paid with
respect to the present contract, in principal, interest, fees,
accessories, and the Bank's commitment resulting from the present
contract will cease immediately.
Notwithstanding the above provisions, the Borrower will indemnify
the Bank for any loss or expense such as but not limited to,
refinancing, legal or other expenses, incurred by the Bank as a
result of the early termination of the Credit, by reasons of the
occurrence of an Event of Default.
Part VI- TAX - RIGHT OF SET-OFF - BANK'S EXPENSES
All payments in principal, interest, fees and accessories in favor
of the Bank will be made without set-off with all the amounts that
may be due by the Bank to the Borrower, and net of all taxes of
any kind, present or future, levied by any fiscal authorities. In
the event where a legal text or regulation would require the
Borrower to deduct from the amounts due to the Bank taxes of any
sort, the Borrower agrees to compensate for the shortfall by way
of additional interest, so that after deduction of all taxes
including those on the additional interest, the Bank will receive
all the amounts due to it under this contract.
More generally, the Borrower agrees to indemnify the Bank, by way
of additional interest, for any increase in expenses resulting
from a change in banking regulations occurring after the signature
of this contract; particularly, if the amount of non-interest
bearing reserves required for deposit at the Banque de France are
increased, the Borrower undertakes to negotiate in good faith a
new interest rate, which takes into account the aforementioned
increased expenses. In the event that no agreement on the
modification of the interest rate can be reached between the
Borrower and the Bank, the Borrower may terminate the present
Agreement at the maturity date of the outstanding Note without
penalty, but with the payment of the revised interest rate, as
notified in writing to the Borrower by the Bank.
Part VII- MISCELLANEOUS
The fact that the Bank does not exercise action or exercises it
with delay against the Borrower, in no way constitutes a waiver of
the right to this action nor does it result in the novation of the
credit defined in the present contract.
The Bank, with no prejudice to all its other rights, will have the
right, at any time, without prior notice, to set off all the
amounts due by the Borrower as a result of this contract, with all
the amounts the Bank holds in its books on behalf of the Borrower,
in any currency and in any location, for any specific purpose,
even if the amounts are not yet due. In the event these amounts
are in different currencies, the Bank may make all foreign
exchange transactions deemed necessary.
Part VIII EXPENSES
The Borrower agrees to reimburse the Bank at its first request for
all the expenses which may result from the Bank taking action to
defend its rights as described in the present contract, including
expenses and fees of consulting and lawyers.
Part IX- ASSIGNMENTS AND TRANSFERS
The Borrower may not transfer in any way any of the rights or
obligations resulting from the present contract without prior
written approval from the Bank. The Bank may at its sole
discretion and without the prior consent of the Borrower, assign
part or all of the present contract and resulting rights,
benefits, outstanding debt or obligations to any entity it may
elect.
Part X- LAW AND JURISDICTION
This contract is governed by French law. Any dispute arising over
or resulting from the present agreement will be within the
jurisdiction of the Tribunal de Commerce de Paris, knowing that
the Bank may also pursue any action against the Borrower in front
of any other competent court.
The Borrower and the Bank irrevocably agree that the courts of the
State of New York and the courts of the United States of America
in New York may have jurisdiction to hear and determine any suit,
action or proceeding, and to settle any disputes, which may arise
out of or in connection with this Agreement and, for such
purposes, irrevocably submits to the jurisdiction of such courts.
Part XI- DISCLOSURE OF INFORMATION
(i) The Bank may disclose to any actual or potential assignee or
Transferee or to any person who may otherwise enter into
contractual relations with the Bank in relation to this Agreement
such information supplied by the Borrower or THE STANLEY WORKS
pursuant to the present Agreement, and any other information as
the Bank shall consider appropriate. Any information supplied by
the Borrower or THE STANLEY WORKS hereunder shall only be
disclosed upon the Bank obtaining a confidentiality undertaking,
from the person to whom the information is to be disclosed.
(ii) Without prejudice to the above clause, the Bank will treat as
confidential information received from the Borrower or THE STANLEY
WORKS in relation to the Credit save for that which has been
clearly identified by the Borrower as not being confidential, and
save to the extent that such information may be publicly available
or which the bank may be obliged to disclose by law.
Part XII- NOTICES
(i) Each communication to be made hereunder shall be made in
writing but, unless otherwise stated, maybe made by telex or
letter.
(ii) Any communication or document to be made or delivered by one
person to another pursuant to this Agreement shall (unless that
other person has by fifteen days' written notice to the other
party specified another address) be made or delivered to that
other person at the address identified on the first page (or in
the case of a transferee, at the end of the Transfer Certificate
to which it is a party as Transferee) and, in the case of the
Borrower, with a copy to THE STANLEY WORKS at 1000 Stanley Drive,
New Britain, Connecticut 06053, Attn. Craig A. Douglas, and shall
be deemed to be have been made or delivered when dispatched (in
the case of any communication made by telex) when left at the
address or (in the case of any communication made by letter) ten
days after being deposited in the post postage prepaid in an
envelope addressed to it at that address provided that any
communication or document to be made or delivered to the Bank
shall be effective only when received by the Bank and then only if
the same is expressly marked for the attention of the department
or officer identified with the Bank's signature below (or such
other department or officer as the Bank shall from time to time
specify for this purpose).
(iii) Each communication or document made or delivered by one
party to another pursuant to this Agreement shall be in the
English language or accompanied by a translation thereof in
English certified (by an officer of the person making or
delivering the same) as being a true and accurate translation
thereof.
Done in Paris in two copies
on 25/08/1993
/s/ Michael M. Roberts
________________________ Michael M. Roberts
Vice President
CITIBANK N.A.
/s/ Jean Francois
________________________ Mr. Jean Francois
STANLEY BOSTITCH S.A.
("the Borrower")
GUARANTEE
The undersigned, THE STANLEY WORKS (hereafter the
"Guarantor"), whose Head-Office is located at 1000 Stanley Drive,
New Britain, CT represented by Mr. Richard Huck, Vice President,
Finance, duly authorized to deliver this guarantee, hereby refers
to:
- the Credit Agreement in an amount of NLG 15,000,000 (fifteen
million of Dutch Guilders) signed on August 26, 1993 between
S.I.C.F.O. Stanley S.A. and Citibank N.A. Paris (hereafter called
"Citibank");
- the Credit Agreement in an amount of NLG 7,500,000 (seven
million five hundred thousand of Dutch Guilders) signed on August
26, 1993 between Societe de Fabrications Bostitch S.A. and
Citibank N.A. Paris;
-the Credit Agreement in an amount of NLG 7,500,000 (seven million
five hundred thousand of Dutch Guilders) signed on August 26, 1993
between Stanley Bostitch S.A. and Citibank N.A. Paris;
(S.I.C.F.O. Stanley S.A., Societe de Fabrications Bostitch S.A.
and Stanley Bostitch S.A. being hereafter called individually the
"Borrower" and collectively the "Borrowers," and the Credit
Agreements listed hereabove being hereafter called individually
the "Agreement" and collectively the "Agreements").
The Guarantor hereby declares being perfectly aware of all
the terms and conditions of the Agreements.
The Guarantor hereby unconditionally and irrevocably without
being able to demur, undertakes to pay Citibank at its first
demand, within two business days following this demand, and in
Dutch Guilders, all amounts up to NLG 30,000,000 (thirty million
of Dutch Guilders) in principal, plus interest, fees and
accessories, payable by the Borrowers under the Agreements.
This guarantee being unconditional, will then remain in full
force in any circumstances whatsoever including if any Borrower
cannot fulfill its obligations under the respective Agreement
because of laws or regulatory measures or any other measures taken
by the authorities of such Borrower's country.
This guarantee being unconditional will remain valid in case
of extension of maturity or amendment, even tacit or any of the
Agreements.
This guarantee will remain in full force until the effective
and complete payment of any sum due to Citibank by the Borrowers
under the Agreements.
Any delay between the due date of the amounts owing by the
Guarantor by virtue of this guarantee and their effective payment
date, without being necessary to summon the Guarantor, will bear
interest at a rate per annum equal to the offered rate of Citibank
N.A. London on the London Interbank Market for three month Dutch
Guilder deposits plus 1.50%.
The Guarantor will indemnify Citibank at its demand and on
the view of bills, of any fees including attorney fees that it
incurs to obtain the execution of the Guarantor's obligations
under this guarantee.
Any amount due by the Guarantor under this guarantee will be
free and clear of any taxes, imposts, levies of any nature,
whether present or future deducted or withheld by or on behalf of
any fiscal authorities.
This guarantee will be governed by French law. Any dispute
arising out of or in connection with this guarantee will be within
the exclusive jurisdiction of the Tribunal de Commerce de Paris.
New Britain, CT on August 26, 1993
THE STANLEY WORKS
BY: /s/ Richard Huck
Name: Richard Huck
Title: Vice President,
Finance