EXHIBIT 99.2
THE CREDIT ACCOMMODATION MADE PURSUANT TO THIS NOTE
REPRESENTS A LINE OF CREDIT
REVOLVING CREDIT NOTE
$20,000,000.00
Atlanta, Georgia
As of December 18, 1997
THE UNDERSIGNED, ("Maker"), promises to pay to the order of AMSOUTH
BANK, a bank organized under the laws of Alabama ("Payee"), whose mailing
address is Post Office Box 588001, Orlando, Florida 32858, the principal sum of
TWENTY MILLION DOLLARS ($20,000,000.00), or so much thereof as may be advanced
and outstanding from time to time, with interest on the unpaid principal from
the date of each such advance at the following rate and payable in the following
manner:
Interest Rate.
(a) Effective on the first day of every month, and effective
through such month (the "Interest Period"), Maker may select
one of the following interest rates for such month (the
"Stated Rate"):
(1) A variable rate equal to the Payee's prime rate
through May 1, 1999 and a rate equal to the Payee's
prime rate plus fifty basis points (0.50%) thereafter
(the "Prime-Based Rate"). This interest rate will be
adjusted with each change in the Payee's prime rate.
The Payee's prime rate is merely an index rate and is
subject to change at the Lender's discretion and is
not a rate charged to a particular category of
borrowers; or
(2) Prior to May 1, 1999, a fixed rate of two hundred
fifty basis points (2.50%) over the average offered
rate in the London interbank market for deposits in
U.S. dollars for a thirty (30) day period. On and
after May 1, 1999 a fixed rate of three hundred basis
points (3.00%) over the average offered rate in the
London interbank market for deposits in U.S. dollars
for a thirty (30) day period. The rates set forth in
this subparagraph (a)(2) shall be referred to as the
"LIBOR-Based Rate"). The applicable LIBOR-Based Rate
for the next month shall be determined based on such
rate in effect two business days prior to the first
day of the month and the Lender will determine the
actual rate for the term selected by reference to an
information reporting service customarily relied upon
by the Lender for reporting of rates offered for such
deposits.
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The Interest Rate from the date of this Note until January 1,
1998 shall be at the LIBOR-Based Rate.
Unless Maker selects a different rate option and notifies
Payee, Maker shall be deemed to have selected the same type
rate option as applicable for the prior month. Maker shall
notify Payee two business days' prior to the first of the
following month should Maker elect to convert to a different
interest rate option for such month.
Prior to the selection by Maker of any such rate option, Payee
will, upon request, advise the Maker of the interest rate that
will be effective if such option is selected.
(b) Interest on this Note, as calculated above, shall be payable
monthly in arrears on the 1st day of each month, commencing
with January 1, 1998 and continuing on the 1st day of each
month thereafter, including the month of April, 1999.
(c) The entire unpaid principal balance, together with any accrued
interest, shall be due and payable on or before May 1, 1999
(the "Maturity Date") unless prior to May 1, 1999 Maker pays
to Payee a term out fee of TWO HUNDRED THOUSAND DOLLARS
($200,000.00) at which point the revolver portion of this loan
will terminate and commencing June 1, 1999 and continuing on
the first day of each month including April 1, 2000, a
principal payment equal to one-twelvth (1/12) of the principal
balance outstanding as of May 1, 1999 together with accrued
interest will be due and payable with the remaining unpaid
principal and interest due in full on May 1, 2000.
Increased Costs, Illegality, Etc. (a) If either (i) the introduction of
or any change in any law or regulation or in the interpretation or
administration of any law or regulation by any court or administrative or
governmental authority charged with the interpretation or administration thereof
from the date hereof or (ii) the compliance with any guideline enacted after the
date hereof or request from any such governmental authority, including, without
limitation, any central bank (whether or not having the force of law), which is
not caused by an act or omission of Payee, including without limitation, its
failure to maintain adequate control, (x) subjects Payee or any corporation
controlling Payee to any tax enacted after the date hereof of any kind
whatsoever with respect to this Agreement, or changes the basis of taxation of
payments to Payee of principal, commissions, fees, interest, or any other amount
payable hereunder (except for (A) taxes on or measured by the overall net income
of Payee or branch, office, or agency through which Payee is acting for purposes
of this Agreement or (B) changes in the rate of such taxes); (y) imposes,
modifies, or holds applicable any reserve, special deposit, compulsory loan, or
similar requirement against assets held by, or deposits or other liabilities in
or for the account of, advances or loans by, or other credit or commitment
therefor extended by, or any other acquisition of funds by, any office of Payee
which are not otherwise included in any determination of the Reserve Adjusted
LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender
controlling Lender any other condition, and as a result there shall be any
increase in the cost to Lender of agreeing to make or making, funding, or
maintaining
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advances by an amount deemed by Lender to be material, then the Borrower shall
from time to time, upon demand by Payee, pay directly to Payee additional
amounts sufficient to compensate Payee for such increased cost. A certificate as
to the amount of such increased cost, submitted to the Borrower by Payee, shall
be conclusive and binding for all purposes, absent manifest error.
(b) If Payee determines that compliance with any law or
regulation or with any guideline or request from any central bank or other
governmental authority subsequent to the date hereof (whether or not having the
force of law) concerning capital adequacy or otherwise has or would have the
effect of reducing the rate of return on the capital of Payee or the corporation
controlling Payee as a consequence of, or with reference to, the facilities
hereunder, by an amount deemed by Payee to be material, the Borrower shall from
time to time, upon demand by Payee, pay to Payee additional amounts sufficient
to compensate Payee or such other corporation for such reduction. A certificate
as to such amounts, submitted to the Borrower by Payee, shall be conclusive and
binding for all purposes, absent manifest error.
(c) In the event the LIBOR Reserve Requirement increases
subsequent to the date hereof, the interest rate applicable to this Note shall
be the Reserve Adjusted LIBOR Rate.
Default Rate. After the occurrence of an Event of Default, as
hereinafter defined, or after the Maturity Date, this Note and all sums due
hereunder shall bear interest at the Stated Rate plus five percent (5%) per
annum ("Penalty Rate") (but in no event at a rate which is higher than the
maximum rate permitted by law) from the date of default until paid.
Interest Basis. Interest shall be calculated on the basis of a three
hundred sixty (360) day year for actual days elapsed.
Interest Parity. This loan evidenced by this Note is being made
pursuant to the rate provisions of Chapters 665 and 687 of the Florida Statutes.
Late Charge. If any payment hereunder (other than the final payment) is
not made within fifteen (15) days after it is due, the Maker shall pay to Payee
a late charge equal to five percent (5%) of the late payment.
Prepayment. The Maker shall have the privilege of prepaying this Note
in part or in full, without penalty, at any time, and any prepayment shall be
applied to the installment or installments of principal last maturing. No
partial prepayment shall excuse or defer Maker's subsequent payment obligations.
Application of Payments. All payments made on the indebtedness
evidenced by this Note shall be applied first to repayment of monies paid or
advanced by Payee on behalf of the Maker in accordance with the terms of the
Loan Documents securing this Note, and thereafter shall be applied to payment of
accrued interest, and lastly to payment of principal.
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Place and Manner of Payment. All payments of interest and principal are
payable at the office of Payee, or at such other place as the holder may
designate in writing, in lawful money of the United States of America.
Security. This Note is secured by Receivables as more particularly
defined in loan documents ("Loan Documents") executed on even date herewith.
This Note and other loan documents as may be now or hereafter executed in
connection therewith ("Loan Document(s)") shall together evidence the debt and
constitute the security for the Note.
Events of Default. Maker shall be in default in this Note upon the
occurrence of any of the following events, circumstances or conditions (each an
"Event of Default"):
(a) Maker's failure to make any payment of any sum due
hereunder within ten (10) days of the due date thereof without further notice or
demand, or to make any other payment due by the Maker to the Payee under any
other promissory note or under any security agreement or other written
obligation of any kind now existing or hereinafter created.
(b) The existence of a default or breach of any of the terms
of this Note or any other Loan Document that is not cured within any applicable
grace and/or cure period.
(c) Maker's continued failure to perform any other obligation
imposed upon Maker by the Loan Documents.
(d) Any written representation, statement or warranty of Maker
or any co-signer, endorser, surety or guarantor of the Note, contained in the
Note or any other Loan Document, or in any certificate delivered pursuant
hereto, or in any other instrument or statement made or furnished in connection
herewith, proves to be incorrect or misleading in any material respect as of the
time when the same shall have been made, including, without limitation, any and
all financial statements furnished by Maker to Payee as an inducement to Payee's
making the loan evidenced by the Note or pursuant to any provision of the Loan
Documents which in any such case would have a material adverse effect on Maker.
(e) The dissolution or insolvency of, the appointment of a
receiver by or on the behalf of, the assignment for the benefit of creditors by
or on behalf of, the voluntary or involuntary termination of existence by, or
the commencement under any present or future federal or state insolvency,
bankruptcy, reorganization, composition or debtor relief law by Maker or any
maker, co-signer, endorser, surety or two or more guarantors of the Note or
other obligation.
Remedies after Default. At the option of Payee, all or any part of the
principal and accrued interest on the Note, and all other obligations of the
Maker to the Payee shall become immediately due and payable without additional
notice or demand, upon the occurrence of an Event of Default or at any time
thereafter. Payee may exercise all rights and remedies provided by law, equity,
this Note or any other Loan Document or any other obligation of the Maker to the
Payee. All rights and
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remedies as set forth in the Loan Documents are cumulative and concurrent and
may be pursued in a commercially reasonable manner, singly, successively or
together, at the sole discretion of Payee, and may be exercised as often as
occasion therefore shall arise. Such remedies are not exclusive, and Payee is
entitled to all remedies provided at law or equity, whether or not expressly set
forth therein. No act, or omission or commission or waiver of Payee, including
specifically any failure to exercise any right, remedy or recourse, shall be
effective unless set forth in a written document executed by Payee and then only
to the extent specifically recited therein. A waiver or release with reference
to one event shall not be construed as continuing, as a bar to, or as a waiver
or release of, any subsequent right, remedy or recourse as to any subsequent
event.
Right of Set-off. Neither the Maker, any co-signer, endorser, surety
nor guarantor shall have any right of set-off against the Payee under this Note
or under any Loan Document executed in connection with the loan evidenced by
this Note. In addition to the remedies provided for herein, the Maker, each
co-signer, endorser, surety or guarantor grants to the Payee a security interest
in any funds or other assets from time to time on deposit with or in possession
of the Payee, and the Payee may, at any time set-off the indebtedness evidenced
by this Note against any such funds or other assets, including but not limited
to, all money owed by Payee to Maker, each co-signer, endorser, surety or
guarantor whether or not due. Maker, each co-signer, endorser, surety or
guarantor acknowledge and agree that Payee may exercise its right of set-off to
pay all or any part of the outstanding principal balance and accrued interest
owed on this Note or on any other obligation of the Maker to the Payee against
any obligation Payee may have, now or hereafter, to pay money to Maker, each
co-signer, endorser, surety or guarantor. This right of set-off includes, but is
not limited to, the following:
(a) Any deposit, account balance, securities account balance
or certificate of deposit balance Maker has with Payee whether special, general,
time, savings, checking or NOW account; and
(b) Any money owing to Maker on an item presented to Payee or
in Payee's possession for collection or exchange; and
(c) Any repurchase agreement or any other non-deposit
obligation or any credit in favor of Maker.
If any such money is also owned by some other person who has not agreed to pay
this Note (such as another depositor on a joint account), Payee's right of
set-off will extend to the amount which could be withdrawn or paid directly to
Maker on Maker's request, endorsement or instruction alone. In addition, (where
Maker may obtain payment from Payee only with the endorsement or consent of
someone who has not agreed to pay this Note), Payee's right of set-off will
extend to Maker's interest in the obligation. Payee's right of set-off will not
apply to any account if it clearly appears that Maker's rights in the account
are solely as a fiduciary for another or to any account, which by its nature and
applicable law (for example an IRA or other tax deferred retirement account),
must be exempt from the claims of creditors. Maker hereby appoints Payee as its
attorney-in-fact and authorizes Payee to redeem or obtain payment on any
certificate of deposit in which Maker has an
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interest in order to exercise Payee's right of set-off. Such authorization
applies to any certificate of deposit even if not matured. Maker further
authorizes Payee to assess and withhold any early withdrawal penalty without
liability against Payee in the event such penalty is applicable as a result of
Payee's set-off against a certificate of deposit prior to its maturity.
Payee's right of set-off may be exercised upon an Event of
Default:
(a) With immediate notification to Maker of such setoff; and
(b) Without regard to the existence or value of any collateral
securing this Note; and
(c) Without regard to the number or creditworthiness of any
other persons who have agreed to pay this Note.
Payee will not be liable for dishonor of a check or other request for payment
where there is insufficient funds in the account (or other obligation) to pay
such request because of Payee's exercise of its right of set-off. Maker agrees
to indemnify and hold Payee harmless from any person's claims, arising as the
result of Payee's right of set-off and the costs and expenses, including without
limitation, attorneys' fees.
Collection Expenses. All parties liable for the payment of the Note
agree to pay the Payee all costs incurred by the Payee, whether or not an action
be brought, in collecting the sums due under the Note, enforcing the performance
and/or protecting its rights under the Loan Documents and in realizing on any of
the security for the Note. Such costs and expenses shall include, but are not
limited to, filing fees, costs of publication, deposition fees, stenographer
fees, witness fees and other court and related costs. Sums advanced by the Payee
for the payment of collection costs and expenses shall accrue interest at the
Penalty Rate, from the time they are advanced or paid by the Payee, and shall be
due and payable upon payment by Payee without notice or demand and shall be
secured by the lien of the Loan Documents.
Attorneys' Fees. All parties liable for the payment of the Note agree
to pay the Payee reasonable attorneys' fees incurred by the Payee, whether or
not an action be brought, in collecting the sums due under the Note, enforcing
the performance and/or protecting its rights under the Loan Documents and in
realizing on any of the security for the Note. Such reasonable attorneys' fees
shall include, but not be limited to, fees for attorneys, paralegals, legal
assistants, and expenses incurred in any and all judicial, bankruptcy,
reorganization, administrative, receivership, or other proceedings effecting
creditor's rights and involving a claim under the Note or any Loan Document,
which such proceedings may arise before or after entry of a final judgment. Such
fees shall be paid regardless whether suit is brought and shall include all
reasonable fees incurred by Payee at all trial and appellate levels including
bankruptcy court. Sums advanced by the Payee for the payment of attorneys' fees
shall be due and payable upon payment by Payee without notice or demand and
shall be secured by the lien of the Loan Documents.
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Waiver and Consent. By the making, signing, endorsement or guaranty of
this Note:
(a) Maker and each co-signor, endorser, surety or guarantor
waive protest, presentment for payment, notice of dishonor, notice of intent to
accelerate and notice of acceleration;
(b) Each co-signer, endorser, surety or guarantor consents to
any renewals or extensions of time for payment on this Note;
(c) Maker and each co-signor, endorser, surety or guarantor
consents to Payee's release of any co-signer, endorser, surety or guarantor;
(d) Maker and each co-signor, endorser, surety or guarantor
waive and consent to the release, substitution or impairment of any collateral
securing this Note;
(e) Each co-signer, endorser, surety or guarantor consents to
any modification of the terms of this Note or any other Loan Document;
(f) Maker and each co-signor, endorser, surety or guarantor
consent to any and all sales, repurchases and participations of this Note to or
by any person or entity in any amounts and waive notice of such sales,
repurchases and participations of this Note;
(g) Maker and each co-signor, endorser, surety or guarantor
consent to Payee's right of set-off as well as any participating bank's right of
set-off;
(h) Maker and each co-signor, endorser, surety or guarantor
waive the right of exemption under the Constitution and the laws of the State of
Florida; and
(i) Maker and each co-signor, endorser, surety or guarantor
promise to pay all collection costs, including reasonable attorneys' fees,
whether incurred in connection with collection, trial, appeal or otherwise.
Usury Limitation. The parties agree and intend to comply with the
applicable usury law, and notwithstanding anything contained herein or in any of
the Loan Documents, or other document related to the loan evidenced by this
Note, the effective rate of interest to be paid on this Note (including all
costs, charges and fees which are characterized as interest under applicable
law) shall not exceed the maximum contract rate of interest permitted under
applicable law, as it exists from time to time. Payee agrees not to knowingly
collect or charge interest (whether denominated as fees, interest or other
charges) which will render the interest rate hereunder usurious, and if any
payment of interest or fees by Maker to Payee would render this Note usurious,
Maker agrees to give Payee written notice of such fact with or in advance of
such payment. If Payee should receive any payment which constitutes interest
under applicable law in excess of the maximum lawful contract rate permitted
under applicable law (whether denominated as interest, fees or other charges),
the amount
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of interest received in excess of the maximum lawful rate shall automatically be
applied to reduce the principal balance, regardless of how such sum is
characterized or recorded by the parties.
Joint and Several. The obligations of this Note shall be joint and
several. The Maker and all endorsers and all persons liable or to become liable
on this Note consent to any and all renewals and extensions of the time of
payment hereof and further agree that at any time the terms of the payment
hereof may be modified without affecting the liability of any party to this Note
or any person liable or to become liable with respect to any indebtedness
evidenced thereby.
No Obligation to Extend. Except as provided in this Note, on or before
the Maturity Date, Maker must repay the entire principal balance of this Note
and unpaid interest then due. The Payee shall be under no obligation to
refinance the Note at maturity. Maker will therefore be required to make payment
out of other assets Maker may own, or Maker will have to find a lender willing
to lend the money at prevailing market rates, which may be considerably higher
than the interest rate on this Note.
Disclaimer of Relationship. The Maker and all co-signers, endorsers,
sureties and guarantors, if any, to this obligation acknowledge that:
(a) The relationship between the Payee, Maker and any
co-signer, endorser, surety or guarantor is one of creditor and debtor and not
one of partner or joint venturer;
(b) There exists no confidential or fiduciary relationship
between Payee and Maker and any co-signer, endorser, surety or guarantor
imposing a duty of disclosure upon the Payee; and
(c) The Maker and any co-signer, endorser, surety or guarantor
have not relied on any representation of the Payee regarding the merits of the
use of proceeds of the loan.
Maker and any co-signer, endorser, surety or guarantor waive any and all claims
and causes of action which exist now or may exist in the future arising out of
any breach or alleged breach of a duty on the part of the Payee to disclose any
facts material to this loan transaction and the use of the proceeds.
Place of Execution; Choice of Law and Venue. This Note is executed and
delivered in the State of Georgia, and shall be governed by the Laws of the
State of Florida, and the United States of America, whichever the context may
require or permit. The Maker and all guarantors, if any, to this obligation
expressly agree that proper venue for any action which may be brought under this
Note in addition to any other venue permitted by law shall be Orange County,
Florida. Should Payee institute any action under this Note, the Maker and all
guarantors, if any, hereby submit themselves to the jurisdiction of any court
sitting in Florida.
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Severability. If any provision of this Note shall be held unenforceable
or void, then such provision shall be deemed severable from the remaining
provisions and shall in no way affect the enforceability of the remaining
provisions nor the validity of this Note.
Maker and Payee Defined. The term "Maker" includes each and every
person or entity signing this Note and any co-signers, guarantors, their
successors and assigns. The term "Payee" shall include the Payee and any
transferee and assignee of Payee or other holder of this Note.
Captions and Pronouns. The captions and headings of the various
sections of this Note are for convenience only, and are not to be construed as
confining or limiting in any way the scope or intent of the provisions hereof.
Whenever the context requires or permits, the singular shall include the plural,
the plural shall include the singular, and the masculine, feminine and neuter
shall be freely interchangeable.
Receipt of Copy. By signing this Note, Maker acknowledges that it was
read by Maker prior to execution and a copy was received by Maker.
Time of the Essence. Time is of the essence with respect to each
provision in this Note where a time or date for performance is stated. All time
periods or dates for performance stated in this Note are material provisions of
this Note.
Waiver of Trial by Jury. The Maker hereby, and the Payee by its
acceptance of this Note, knowingly, voluntarily and intentionally waive the
right either may have to a trial by jury in respect to any litigation arising
out of, under, or in connection with this Note and all Loan Documents and other
agreements executed or contemplated to be executed in connection herewith, or
arising out of, under, or in connection with any course of conduct, course of
dealing, statements (whether verbal or written) or action of either party,
whether in connection with the making of the loan, collection of the loan, or
otherwise. This provision is a material inducement for the Payee making the loan
evidenced by this Note.
Total Liability of Maker. Notwithstanding anything to the contrary in
the Loan Documents, the total liability of each Maker under the Loan Documents
shall not exceed the amount disbursed to or on behalf of such Maker, together
with interest costs and attorney fees.
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IN WITNESS WHEREOF, Maker has executed and delivered this instrument
this day and year first above written.
CARROLL FULMER & COMPANY, INC.,
a Florida corporation
By: /s/ Philip A. Belyew
Philip A. Belyew,
Chairman of the Board
CAROLINA PACIFIC DISTRIBUTORS, INC.,
a North Carolina corporation
By: /s/ Philip A. Belyew
Philip A. Belyew,
Chairman of the Board
CAPITOL WAREHOUSE, INC.,
a Kentucky corporation
By: /s/ Philip A. Belyew
Philip A. Belyew,
Chairman of the Board
SERVICE EXPRESS, INC.,
an Alabama corporation
By: /s/ Philip A. Belyew
Philip A. Belyew,
Chairman of the Board
"Maker"
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STATE OF GEORGIA
COUNTY OF ________________
The foregoing instrument was acknowledged before me this _____ day of
December, 1997, by Philip A. Belyew, as Chairman of the Board of Carroll Fulmer
& Company, Inc., a Florida corporation, on behalf of the corporation. He is
personally known to me or has produced _______________________________ as
identification.
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Notary Public
My Commission Expires:
STATE OF GEORGIA
COUNTY OF _____________
The foregoing instrument was acknowledged before me this _____ day of
December, 1997, by Philip A. Belyew, as Chairman of the Board of Carolina
Pacific Distributors, Inc., a North Carolina corporation, on behalf of the
corporation. He is personally known to me or has produced
_______________________________ as identification.
------------------------------------
Notary Public
My Commission Expires:
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STATE OF GEORGIA
COUNTY OF _____________
The foregoing instrument was acknowledged before me this _____ day of
December, 1997, by Philip A. Belyew, as Chairman of the Board of Capitol
Warehouse, Inc., a Kentucky corporation, on behalf of the corporation. He is
personally known to me or has produced _______________________________ as
identification.
------------------------------------
Notary Public
My Commission Expires:
STATE OF GEORGIA
COUNTY OF _____________
The foregoing instrument was acknowledged before me this _____ day of
December, 1997, by Philip A. Belyew, as Chairman of the Board of Service
Express, Inc., an Alabama corporation, on behalf of the corporation. He is
personally known to me or has produced _______________________________ as
identification.
------------------------------------
Notary Public
My Commission Expires:
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ALLONGE
THIS ALLONGE, made the day and year set forth below, is attached to
and made a part of that certain revolving credit note (the "Note") dated as of
December 18, 1997 in the original principal amount of TWENTY MILLION DOLLARS
($20,000,000.00) made by CARROLL FULMER & COMPANY, INC., a Florida corporation,
whose address is P. O. Box 5000, Groveland, Florida 34736-5000 ("Carroll
Fulmer") and CAROLINA PACIFIC DISTRIBUTORS, INC., a North Carolina corporation,
whose address is 5625 Surrett Drive Extension, Archdale, North Carolina 27263
("Carolina Pacific") and CAPITOL WAREHOUSE, INC., a Kentucky corporation, whose
address is 403 W. Main Street, Frankfurt, Kentucky 40601 ("Capitol Warehouse")
and SERVICE EXPRESS, INC., an Alabama corporation, whose address is P. O. Box
1009, Tuscaloosa, Alabama 35403 ("Service Express") (Carroll Fulmer, Carolina
Pacific, Capitol Warehouse and Service Express are together hereinafter referred
to as the "Maker"), in favor of AMSOUTH BANK, a bank organized under the laws of
Alabama, whose address is Post Office Box 588001, Orlando, Florida 32858 (the
"Payee").
1. Maker is hereby re-defined to include the undersigned together
with Carroll Fulmer, Carolina Pacific, Capitol Warehouse, Service Express and
together with all subsidiaries of Transit Group, Inc., a Florida corporation,
which subsequently enter into an Allonge to the Note.
2. Except as modified in this Allonge, all other terms of the Note
shall remain in full force and effect. The undersigned hereby covenants,
reaffirms and ratifies its obligation to repay the Note to the Payee in
accordance with the terms of the original Note, as modified or restated.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Allonge as of the 14th day of January, 1998.
Signed, sealed and delivered RAINBOW TRUCKING SERVICE, INC.,
in the presence of: an Indiana corporation
By: /s/ Philip A. Belyew
Philip A. Belyew,
Chairman of the Board