Exhibit 4(c)
CITICORP SECURITIES, INC.
COMMERCIAL PAPER DEALER AGREEMENT
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THIS AGREEMENT, dated as of November 9, 1994 between IES
Diversified Inc. the "Company") and Citicorp Securities, Inc. ("CSI" or
the "Dealer").
It is agreed as follows:
1. The Notes. "Notes" shall mean promissory notes of the Company,
offered for sale in a transaction which is exempt from registration
under Section 4(2) the Securities Act of 1933, as amended (the "1933
Act"), and having maturities of 270 days or less. Notes will be issued
in a minimum denomination of $250,000 up to a maximum aggregate amount
of $150,000,000 face amount (the "Maximum Amount") at any time
outstanding.
2. Issuance and Purchase of Notes.
2.1 (a) The Company hereby appoints CSI as a placement agent for
the Notes. While (i) the Company has and shall have no obligation to
sell Notes to CSI or to permit CSI to arrange any sale of Notes for the
account of the Company and (ii) CSI has and shall have no obligation to
the Company to purchase Notes of the Company or arrange the sale of
Notes for the account of the Company, the parties hereto agree that any
Notes which CSI purchases or any sale of which CSI arranges will be
purchased or sold by CSI in reliance on the representations, warranties,
covenants and agreements of the Company contained herein or made
pursuant hereto and on the terms and conditions and in the manner
provided herein.
(b) The offer and sale of the Notes by the Company is to be
effected pursuant to the exemption from the registration requirements of
the 1933 Act provided by Section 4(2) thereof, which exempts
transactions by an issuer not involving any public offering. Offers and
sales of the Notes by the Company will be in accordance with the general
provisions of Rule 506 of Regulation D under the 1933 Act. CSI and the
Company hereby establish the following procedures in connection with the
placement by CSI of the Notes:
(i) CSI may make offers and sales of Notes to a prospective
investor only if reasonably believed by the Dealer to be a sophisticated
institutional investor who (A) is an "Accredited Investor" (as that term
is defined in Rule 501(a) of Regulation D under the 1933 Act) (or is a
fiduciary or agent (other than a U.S. bank or savings and loan
association or other institution described in Section 3(a)(5) of the
1933 Act) which is purchasing the Notes for the account of an
institutional Accredited Investor), (B) has knowledge and experience (or
is a fiduciary or agent with sole investment discretion having such
knowledge and experience) in financial and business matters and (or such
fiduciary or agent) is capable of evaluating the merits and risks of
investing in the Notes and (C) in the case of a resale of Notes pursuant
to Rule 144A under the 1933 Act, is a "Qualified Institutional Buyer" as
defined in Rule 144A or is a Qualified Institutional Buyer purchasing
the Notes on behalf of one or more other Qualified Institutional Buyers.
(ii) No sale of the Notes to any one investor will be for less than
$250,000 face or principal amount. If the purchaser is a fiduciary or
agent (other than a U.S. bank or savings and loan association or other
institution described in section 3(a)(5) of the 1933 Act) acting on
behalf of others, each account for which it is acting must purchase at
least $250,000 face or principal amount of the Notes.
(iii) CSI will deliver to each prospective investor (or the
fiduciary or agent acting for such investor) a copy of the Private
Placement Memorandum as defined and described in Section 2.5 herein, as
the same may be updated from time to time, at or before the time of the
sale of Notes to such investor.
(iv) The Notes will not be offered or sold by any means of general
solicitation or general advertising within the meaning of Rule 502(c)
under the 1933 Act.
2.2 The authentication and delivery to, or at the direction of,
CSI of a Note by Citibank, N.A. (the "Issuing and Paying Agent") shall
constitute the issuance of such Note by the Company. The Company agrees
that such Notes shall be made in the manner prescribed in the Commercial
Paper Issuing and Paying Agent and Citi Treasury Manager Agreement dated
as of November 9 1994 by and between the Company and the Issuing and
Paying Agent (the "Issuing and Paying Agency Agreement"), a copy of
which has been delivered to CSI.
2.3 CSI shall be entitled to compensation for its services in an
amount to be agreed upon with the Company with respect to each proposed
issuance and sale of Notes by the Company.
2.4 Delivery of and payment for Notes shall be made in accordance
with the Issuing and Paying Agency Agreement.
2.5 (a) "The Company shall prepare in connection with each
issuance or sale of Notes a disclosure document (the "Private Placement
Memorandum"), the text of which shall have been agreed to by CSI and the
Company. The Company shall update the Private Placement Memorandum as
necessary, so that at the time of each sale of a Note, the Private
Placement Memorandum (including the documents incorporated therein by
reference), as so updated, will not contain an untrue statement of a
material fact or omit to state a fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading. The Company shall furnish to CSI the latest
annual report to shareholders, the latest annual report on Form 10-K
and, if more recent than the latest annual report, the most recent
quarterly report on Form IO-Q (and, if applicable, current report on
Form 8-K) and the most recent definitive proxy statement sent to
shareholders, in each case, if any, filed by IES Industries Inc.
("Industries") or the Company with the Securities and Exchange
Commission (the "SEC"), as well as any other current periodic reports
provided to shareholders by the Company or Industries and any other
reports and other information filed with the SEC pursuant to the
informational requirements of the Securities Exchange Act of 1934, as
amended (the "1934 Act"). As long as any of the Notes are outstanding,
the Company will provide CSI with all reports described above, as well
as all public releases of other material information, in quantities
sufficient for CSI's subsequent distribution to holders of the Notes.
(b) The Private Placement Memorandum will contain, inter alia, the
following information:
(1) brief descriptions of the Company and of the Notes, the use of
the proceeds from the offering, and any material changes in the affairs
of the Company which are not disclosed in the other documents furnished
hereunder;
(2) financial information derived from the
Company's financial statements; and
(3) a statement that such documents filed with the
SEC referred to in Section 2.5(a) of this Agreement
are incorporated by reference in the Private
Placement Memorandum and will be supplied to the offeree
upon request.
2.6 Prior to any offer of Notes by CSI, CSI may make such
investigation of the affairs of the Company as it may reasonably
request.
2.7 The Dealer agrees that it will not effect or approve any
resale of the Notes except to itself or to a person it reasonably
believes to be an institutional Accredited Investor or, in the case of a
resale pursuant to Rule 144A, a Qualified Institutional Buyer, and each
such resale shall be made in accordance with the provisions of this
Section 2.
2.8 The Company and CSI agree that the Private Placement
Memorandum and the face of the Notes (except the Notes that are in book-
entry form) will have a legend substantially to the following effect:
"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED ("THE ACT"), AND THE INITIAL SALES OF THIS NOTE MAY BE
MADE ONLY TO INSTITUTIONAL INVESTORS APPROVED AS "ACCREDITED INVESTORS"
AS DEFINED IN RULE 501(A) UNDER THE ACT. SUBSEQUENT SALES OF THIS NOTE
MAY BE MADE ONLY TO INSTITUTIONAL INVESTORS APPROVED AS "ACCREDITED
INVESTORS" OR, PURSUANT TO RULE 144A UNDER THE ACT, TO QUALIFIED
INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A. BY ITS ACCEPTANCE OF THIS
NOTE, THE PURCHASER (A) REPRESENTS THAT IT IS AN INSTITUTIONAL
ACCREDITED INVESTOR, THAT THIS NOTE IS BEING ACQUIRED FOR INVESTMENT AND
NOT WITH A VIEW TO, OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION
THEREOF AND, IN THE CASE OF RESALES PURSUANT TO RULE 144A, THAT IT IS A
QUALIFIED INSTITUTIONAL BUYER, THAT ANY PERSON FOR WHICH IT MAY BE
PURCHASING THIS NOTE IS A QUALIFIED INSTITUTIONAL BUYER AND THAT THE
PURCHASER UNDERSTANDS THAT THIS NOTE MAY BE SOLD TO IT PURSUANT TO RULE
144A, AND (B) AGREES THAT ANY RESALE OR TRANSFER OF THIS NOTE OR ANY
INTEREST THEREIN WILL BE MADE ONLY IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE ACT AND ONLY (1) TO AN APPROVED DEALER, (2)
THROUGH AN APPROVED DEALER TO AN INSTITUTION WHO IS AN ACCREDITED
INVESTOR OR (3) DIRECTLY TO A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MADE PURSUANT TO RULE 144A."
2.9 The Company and CSI agree that the Private Placement
Memorandum will include statements substantially as follows:
"Each purchaser of a Note will be deemed to have
represented and agreed as follows: (1) the purchaser
understands that the Notes are being issued only in
transactions not involving any public offering within the
meaning of the Act; (2) the purchaser is a sophisticated
institutional investor who (A) is an "Accredited Investor" (as
that term is defined in Rule 501(a) of Regulation D under the
Act) (or is a fiduciary or agent (other than a U.S. bank or
savings and loan association) which is purchasing the Notes
for the account of an institutional Accredited Investor), (B)
has knowledge and experience (or is a fiduciary or agent with
sole investment discretion having such knowledge and
experience) in financial and business matters and it (or such
fiduciary or agent) is capable of evaluating the merits and
risks of investing in the Notes, (C) has had access to such
information as the purchaser deems necessary in order to make
an informed investment decision, and (D) in the case of a
resale of Notes pursuant to Rule 144A under the Act, is a
"Qualified Institutional Buyer" as defined in Rule 144A or is
a Qualified Institutional Buyer purchasing the Notes on behalf
of one or more other Qualified Institutional Buyers; (3) such
Note is being purchased for the purchaser's own account (or
for the account of one or more other institutional Accredited
Investors (or, in the case of a resale pursuant to Rule 144A
under the Act, one or more other Qualified Institutional
Buyers) for which it is acting as duly authorized fiduciary or
agent) for investment and not with a view to distribution; (4)
if in the future the purchaser (or any such other investor or
any other fiduciary or agent representing such investor)
decides to sell such Note prior to maturity, it will be sold
only in a transaction exempt from registration under the Act,
and only (A) to CSI, (B) through CSI to an institutional
investor approved by CSI as an institutional Accredited
Investor or a Qualified Institutional Buyer or (C) directly to
a Qualified Institutional Buyer in a transaction made pursuant
to Rule 144A; (5) the purchaser understands that, although CSI
may repurchase Notes, CSI is not obligated to do so, and
accordingly the purchaser (or any such other investor) should
be prepared to hold such Note until maturity; (6) the
purchaser acknowledges that CSI has not verified any of the
information contained or incorporated by reference in this
Memorandum and makes no representation with respect to any
such information; (7) the purchaser acknowledges that Notes
sold to the purchaser by CSI may be sold to the purchaser
pursuant to Rule 144A under the Act; and (8) the purchaser
understands that each Note will bear a legend substantially as
set forth in capital letters above."
3. Representations and Warranties of the Company. The Company
represents and warrants to CSI that:
(a) The Private Placement Memorandum (including the documents
incorporated therein by reference) does not, and the Private Placement
Memorandum (including the documents incorporated by reference therein)
as supplemented or revised from time to time shall not, contain any
untrue statement of a material fact or omit to state a material fact
required by the terms hereof to be stated therein or necessary in order
to make such statements in the light of the circumstances in which they
were made not misleading.
(b) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of Iowa.
The Company has, (except to the extent that the lack thereof would not
have an adverse material effect on the Company and its subsidiaries
taken as a whole or its ability to perform its obligations hereunder and
under the Notes) all corporate power and authority, and all
authorizations, approvals, orders, licenses, certificates, consents, and
permits necessary to carry on its business as presently conducted and to
enter into, deliver, and perform this Agreement, the Issuing and Paying
Agency Agreement and the Notes and to consummate the transactions
contemplated hereby to which it shall be a party, including the
issuance, sale and delivery by it of Notes.
(c) No other offering of securities of the Company makes
unavailable the exemption under Section 4(2) of the 1933 Act for
offering and sale of the Notes hereunder.
(d) No default exists, and no event or condition has occurred
which with notice or after the expiration of any applicable grace
period, or both, would constitute a default, under any credit facility
or any indenture, mortgage, deed of trust, note or other agreement or
instrument binding upon the Company or any of its subsidiaries or its or
their properties or business which is material to the Company and its
subsidiaries taken as a whole.
(e) The execution, delivery and performance of this Agreement, the
Commercial Paper Support Agreement (as defined below), the Issuing and
Paying Agency Agreement and the Notes by the Company and the
consummation of the transactions contemplated hereby, including the
issuance, sale and delivery by the Company of any Notes hereunder, will
not contravene any provision of the certificate or articles of
incorporation or by-laws of the Company or any of its subsidiaries or
constitute a default (or an event which with notice or after expiration
of any applicable grace period, or both, would constitute a default)
under, or result in the creation or imposition of any lien, charge, or
encumbrance upon any property or assets of the Company or its
subsidiaries pursuant to the terms of any agreement or instrument or any
franchise, license, permit, judgment, decree, order, statute, rule or
regulation known to the Company which is binding upon the Company or any
of its subsidiaries or its or their properties or business which is
material to the Company and its subsidiaries taken as a whole.
(f) No consent of, or action by, or filing or registration with,
any governmental authority or other regulatory body (other than
approvals that may be required by any state securities or "blue sky"
laws and have been obtained or are being arranged by the Company in
accordance with Section 4(e) of this Agreement) is required in
connection with the execution, delivery and performance by the Company
of this Agreement, the Issuing and Paying Agency Agreement or the Notes
or the consummation by the Company of the transactions contemplated
hereby and thereby, including the issuance, sale, delivery and payment
of any Notes.
(g) Since the respective dates as of which information is given in
the Private Placement Memorandum, except as otherwise set forth therein,
there has not been any material adverse change, or, to the Company's
knowledge, any development involving a prospective material adverse
change, in the financial condition, or in the earnings, business or
operations of the Company and its subsidiaries taken as a whole.
(h) Assuming the Notes are offered and sold in the manner
contemplated herein, the offer and sale of the Notes by the Company will
constitute exempted transactions under Section 4(2) of the 1933 Act and,
consequently, registration of the notes under the 1933 Act will not be
required.
(i) This Agreement and the Issuing and Paying Agency Agreement
have been duly and validly authorized, executed and delivered by the
Company and, assuming that they are such with respect to the other
parties thereto, are legal, valid and binding agreements of the Company
subject to (a) the effect of applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other similar laws
relating to or affecting creditors' rights generally and (b) the
application of general equitable principles (regardless of whether
considered in a proceeding in equity or at law). The issuance and sale
of Notes in an aggregate principal amount at any time outstanding of up
to the Maximum Amount by the Company hereunder have been duly and
validly authorized by the Company and, when delivered by the Issuing and
Paying Agent upon payment therefor as provided in the Issuing and Paying
Agency Agreement, each Note will be the legal, valid and binding
obligation of the Company subject to (a) the effect of applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws relating to or affecting creditors'
rights generally and (b) the application of general equitable principles
(regardless of whether considered in a proceeding in equity or at law).
(j) The Commercial Paper Support Agreement dated November 9, 1994
by and between Industries and the Company (the "Support Agreement") is
in full force and effect to the benefit of the holders of the Notes.
(k) The Company is not an "investment company" nor a company
"controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.
(l) Except as disclosed to CSI in writing, neither the Company nor
any subsidiary has, (i) any debt, duty, liability or obligation in
respect of, or contained in any agreement pertaining to borrowed money
or any other material liability or obligation the payment or performance
of which is past due and the failure of such payment or performance
could have a material adverse effect on the Company and its subsidiaries
taken as a whole or (ii) any litigation, investigation or proceeding
pending or threatened (or any basis therefor) before or by any court,
arbitrator, governmental authority or other regulatory body of which it
has knowledge, which, if determined adversely could reasonably be
expected to have a material adverse effect on the business, assets,
financial condition or prospects of the Company and its subsidiaries
taken as a whole.
(m) Unless, prior to the date of the delivery of any Note, the
Company has provided CSI with written notice that any representation or
warranty set forth herein is not true and correct, each delivery of a
Note to CSI or to a person whose purchase of a Note was arranged by CSI
shall be deemed a representation and warranty by the Company, as of the
date thereof that (i) all Notes issued on such date have been duly
authorized, issued and delivered and, upon payment therefor, will
constitute legal, valid and binding obligations of the Company subject
to (a) the effect of applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other similar laws relating to
or affecting creditors' rights generally and (b) the application of
general equitable principles (regardless of whether considered in a
proceeding in equity or at law) and (ii) the representations and
warranties of the Company set forth in paragraphs (a) through (1) of
this Section 3 are true and correct on and as of such date as if made on
and as of such date.
4. Covenants of the Company. The Company covenants and
agrees that:
(a) For the benefit of CSI and the holders from time to time of
the Notes, the Company will not permit to become effective any
amendment, supplement, rider, waiver or consent to or under the Notes,
the Support Agreement, the Credit Agreement (as defined below), or the
Issuing and Paying Agency Agreement which might adversely affect the
interests of the holder of any Note then outstanding. The Company will
give CSI notice of any proposed amendment, supplement, rider, waiver or
consent to or under the Notes or such Agreement at least ten days prior
to the effective date thereof.
(b) The Company will cause CSI to receive, on or before the date
of the first placement of Notes by CSI hereunder, (i) resolutions of the
Company's Board of Directors substantially in the form of Exhibit A
hereto, (ii) an Incumbency Certificate naming those company officers
authorized to sign commercial paper notes substantially in the form of
Exhibit B hereto, (iii) a favorable opinion from counsel to the Company
satisfactory to CSI substantially in the form of Exhibit C hereto, (iv)
a true and complete copy of the Issuing and Paying Agency Agreement, (v)
a true and complete copy of the Support Agreement, (vi) evidence that
the Notes have been rated[ ] by Standard and Poor's
Corporation and Moody's Investors Service, respectively, and (vii) a
Certificate of the President, any Vice President or the Treasurer of the
Company as to the continuing accuracy of the Company's representations
and warranties contained herein; and subsequently, upon CSI's reasonable
request (to be made not more frequently than once in any twelve-month
period), the items set forth in clauses (ii), (iii) and (vii) above.
(c) The Company will, whenever there shall occur any material
change in the financial condition of the Company, or any material
development or occurrence in relation to the Company known to it which
is material to the Company and its subsidiaries taken as a whole
(including, without limitation, the Company's being put on a "watchlist"
or being downgraded by a rating agency which rates its commercial
paper), immediately notify CSI thereof, prior to any subsequent issuance
of Notes.
(d) The Company will, at all times that any Notes sold by it
hereunder are outstanding, maintain unused and available in same day
funds credit facilities under the Second Amended and Restated Credit
Agreement dated as of November 9, 1994 among the Company, the banks
party thereto and Citibank, N.A. as Agent (the "Credit Agreement") or
with other banks reasonably satisfactory to CSI in an amount equal to at
least 100% of the aggregate amount to be paid upon maturity of the Notes
then outstanding. If at any. time the Company has reason to believe
that the Credit Agreement may not be available to meet its obligations
under this agreement and the Notes, the Company shall immediately
provide written notice to that effect to CSI. The Company will send CSI
all notices, reports and information which it is required to give or
gives (or which it receives from) any lender or the agent, as the case
may be, pursuant to the Credit Agreement.
(e) The Company will use good faith efforts to arrange for the
qualification of the Notes for sale under the state securities or "blue
sky" laws of such jurisdictions in the United States as CSI may
reasonably request and will maintain such qualification in effect as
long as required for the distribution of the Notes and will arrange for
the determination of the legality of the Notes for purchase by
institutional investors.
(f) Neither the Company nor any of its Affiliates (as defined in
Rule 501 (b) of Regulation D under the 1933 Act) will sell, offer for
sale or solicit offers to buy or otherwise negotiate in respect of any
securities (as defined in the 1933 Act) which will be integrated with
the sale of Notes in a manner which would require the registration under
the 1933 Act of the Notes.
(g) The Company will provide to CSI and any investor or
prospective investor of the Notes, upon the request of such investor or
prospective investor, the information required to render the Notes
eligible for resale pursuant to Section (d) (4) (i) of Rule 144A under
the 1933 Act.
5. Indemnification.
The Company agrees to indemnify and hold harmless CSI and each
person, if any, who controls CSI within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act, (each an "Indemnified Party"),
against any and all reasonably incurred losses, claims, damages,
liabilities or expenses (including reasonable legal fees and expenses),
joint or several, to which CSI or any of them may become subject or
which may be claimed against CSI any of them insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof)
arise out of or are based upon (i) any untrue statement or alleged
untrue statement of a material fact contained in the Private Placement
Memorandum (including the documents incorporated therein by reference)
or the omission or alleged omission to state in any such information a
material fact required by the terms hereof to be stated therein or
necessary to make any statement therein, in the light of the
circumstances in which such statement is made, not misleading or (ii)
any inaccuracy of any of the Company's representations or warranties, or
any breach of any of the Company's covenants and agreements, contained
in this Agreement; Indemnified Party must notify Company in writing and
the Company agrees to reimburse each such Indemnified Party for any
legal or other expenses reasonably incurred by it in connection with
investigating or defending any such loss, claim, damage, liability,
expense or action; provided, however, that the Company shall not, in
connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out of the
same general allegations or circumstances, be liable for the reasonable
fees and expenses of more than one separate firm of attorneys at a time
for the Indemnified Parties which firm shall be designated in writing by
CSI. As soon as practicable after receipt by the Indemnified Party of
notice of the commencement of any action, the Indemnified Party will, if
a claim in respect thereof is to be made against the Company under
Section 5 hereof, notify the Company in writing of the commencement
thereof; provided, however, the failure to so notify the Company will
not relieve the Company from liability under this Section 5.
The Company shall be entitled to appoint counsel of the Company's
choice at the Company's expense to represent CSI in any action for which
indemnification is sought (in which case the Company shall not
thereafter be responsible for the fees and expenses of any separate
counsel retained by CSI except as set forth below); provided, however,
that such counsel shall be satisfactory to CSI. Notwithstanding the
Company's election to appoint counsel to represent CSI in an action, CSI
shall have the right to employ separate counsel (including local
counsel), and the Company shall bear the reasonable fees, costs and
expenses of such separate counsel if (i) the use of counsel chosen by
the Company to represent CSI would present such counsel with a conflict
of interest, (ii) the actual or potential defendants in, or targets of,
any such action include both CSI and the Company and CSI shall have
reasonably concluded that there may be legal defenses available to it
which are different from or additional to those available to the
Company, (iii) the Company shall not have employed counsel satisfactory
to CSI to represent CSI within a reasonable time after the institution
of such action or (iv) the Company shall authorize CSI to employ
separate counsel at the expense of the Company.
6. General.
6.1 All notices required under the terms and provisions hereof
shall be in writing, given in person, or by telex, telecopier or
telegram (charges prepaid), and if by telex, telecopier or telegram,
promptly confirmed by letter, and any such notice shall be effective
when received at the address specified for the intended recipient on the
signature page hereof or at such other address as such recipient may
designate from time to time by notice to the other party.
6.4 This Agreement may be terminated by either party hereto on 15
days notice to the other; provided, however, that termination hereof
shall not affect (i) any obligation of either party hereunder with
respect to any Note outstanding at the time of such termination or with
respect to any action or event occurring prior to such termination or
(ii) any obligation of the Company under Section 5 hereof.
6.5 This Agreement may be executed in any number of counterparts,
each part of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
CITICORP SECURITIES, INC.
399 Park Avenue
New York, New York 10043
Telecopier No.: 212-291-3910
Attention: Commercial Paper
/s/ MA Renaud
By: Mark A.Renaud
Title: Vice President
IES DIVERSIFIED INC.
200 First Street S.E.,
Cedar Rapids, Iowa 52401
Telecopier No.: (319) 398-4533
Attention:
/s/ Robert J. Latham
By: ROBERT J. LATHAM
Title: TREASURER