Exhibit 10.16
LOAN AGREEMENT
THIS AGREEMENT, made as of the 27 day of December, 2004, among 6900 QUAD
AVENUE, LLC, a Delaware limited liability company with an office at c/o Empire
Resources, Inc., One Parker Plaza, Fort Lee, New Jersey 07024 (the "Borrower")
and EMPIRE RESOURCES, INC., a Delaware corporation with an office at One Parker
Plaza, Fort Lee, New Jersey 07024 (the "Guarantor") and JPMORGAN CHASE BANK,
N.A., a national banking association having an office at Metropolitan East
Group, 1166 Avenue of the Americas, 15th Floor, New York, New York 10036 (the
"Lender").
WITNESSETH:
WHEREAS, the Lender is about to make a loan to the Borrower on the date
hereof in the principal amount of $2,500,000.00 (the "Loan"); and
WHEREAS, the Loan shall be evidenced by a certain note (the "Note"), and
secured by, among other things, a certain deed of trust, assignment of leases
and rents, security agreement and fixture filing (the "Deed of Trust")
encumbering 6900 Quad Avenue, Baltimore, Maryland (the "Premises"), as more
particularly described in the Deed of Trust; and
WHEREAS, the Guarantor shall receive direct and substantial economic
benefit from the making of the Loan to the Borrower and has guaranteed repayment
of the Loan pursuant to a guaranty of even date herewith (the "Guaranty"); and
WHEREAS, the Borrower, the Guarantor and Lender have agreed to certain
terms governing the Loan and certain continuing obligations with respect
thereto.
NOW, THEREFORE, in order to induce the Lender to make the Loan on this date
and in consideration of the Premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by each of the
parties hereto, the Borrower and the Guarantor (the Borrower and the Guarantor
are hereinafter collectively referred to as the "Obligors") and the Lender,
their successors and assigns, hereby agree as follows:
1. Representations and Warranties:
In order to induce the Lender to enter into this Agreement and to make the
Loan, each Obligor represents and warrants to the Lender that:
a. (i) it is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation or formation;
(ii) it is duly qualified and in good standing in every jurisdiction
in which it presently engages in business and in which such
qualification is required;
1
(iii) it has the power, authority and legal right to own, or lease and
enjoy undisturbed, the assets of the business and engage in
business as now conducted;
(iv) it has the power, authority and legal right to enter into and
execute this Agreement, the Note, the Deed of Trust, the Guaranty
and other agreements furnished in connection with the Loan (all
of which are hereinafter referred to collectively as the "Loan
Documents");
(v) the Borrower has no subsidiaries and the Guarantor's subsidiaries
are as follows: (i) the Borrower; (ii) Empire Extrusions, LLC,
(iii) Empire Resources Pacific, Ltd., (iv) ITI Innovative
Technology, Ltd. And (v) Compuprint, Ltd.; and
(vi) it is in compliance with all laws and regulations with respect to
the Premise including those governing hazardous waste, asbestos,
and any other environmental issues that the Lender and its
counsel deem to be appropriate.
b. Financial Statements; Accurate No Change. All financial statements of
such Obligor previously delivered to the Lender, whether or not in
connection with this Loan, are complete, correct, present fairly the
financial condition of that entity, reflect every liability (whether
direct or contingent) and there has been no material adverse change in
the financial condition of Guarantor since financial statements dated
September 30, 2004;
c. Other Agreements. This Agreement will not violate any other indenture
or other agreement nor any law, order, rule or regulation of any
government instrumentality applicable to such Obligor or by which its
property is bound;
d. First Lien. Any security interest created as collateral for the Loan
constitutes a valid, first and prior perfected lien in favor of the
Lender;
e. Litigation. There are no suits or proceedings pending or threatened
against such Obligor or affecting any of its properties (of which such
Obligor has any knowledge);
f. Taxes. Such Obligor has filed all required Federal, state, and local
returns, including those for corporate franchise taxes, and has paid
all taxes or assessments due thereon;
g. ERISA. Such Obligor, if required, is in compliance in every material
respect with the applicable provisions of the Employee Retirement
Income Security Act of
2
1974 ("ERISA") and regulations or published interpretations thereof
and has not had a Reportable Event occur with respect to any Plan as
defined in ERISA, and
h. Federal Reserve Regulations. Such Obligor is not engaged principally
in nor has an important activity in the business of extending credit
for the purpose of purchasing or carrying "margin stock" (as defined
in Regulation U of the Board of Governors of the Federal Reserve
System) nor will any part of the proceeds of this Loan be used, now or
ultimately, to purchase or carry such stock or extend such credit or
violate in any way Regulations G, T, U or X of such Board of
Governors.
2. Affirmative Covenants:
Each Obligor covenants and agrees that, from the date hereof until the full
satisfaction of the obligations under this Agreement and the Note, it
shall:
a. Existence; Properties. Preserve, protect, renew and keep in full force
and effect its existence, all rights, licenses, permits, patents,
trademarks, trade names and franchises; comply with all laws and
regulations applicable to it; not materially alter the nature or scope
of business and presently conducted by it and preserve, repair and
maintain all property utilized in the conduct of its business;
b. Insurance. Maintain insurance with financially sound insurers on its
properties against such risks as fire, public liability, lack of
fidelity by its employees all as is customary with companies in
similar businesses or, with respect to the Borrower, as reasonably
required by the Lender. With respect to the Borrower only, maintain
the Lender as loss payee on all appropriate insurance policies as its
interest may appear.
c. Environmental. Comply with the requirements of all Federal, state and
local laws, ordinances, rules, regulations or policies governing the
use, storage, treatment, transportation, manufacture, refinement,
handling, production or disposal of hazardous materials, provide to
the Lender all documentation in connection with such compliance that
the Lender may reasonably request, and defend, indemnify, and hold
harmless the Lender, its employees, agents, officers, and directors,
from and against any claims, demands, penalties, fines, liabilities,
settlements, damages, costs, or expenses of whatever kind of nature,
known or unknown, contingent or otherwise, arising out of, or in any
way related to, (i) the presence, disposal, release, or threatened
release of any hazardous materials on any property at any time owned
or occupied by the Obligor or its subsidiaries; (ii) any personal
injury (including wrongful death) or property damage (real or
personal) arising out of or related to such hazardous materials; (iii)
any lawsuit brought or threatened, settlement reached, or governmental
order relating to such hazardous materials; and (iv) any violations of
laws, orders, regulations, requirements or demands of government
authorities, or any policies or requirements of the Lender, which are
based upon or in any way related to such
3
hazardous materials including, without limitation, attorney and
consultant fees, investigation and laboratory fees, court costs, and
litigation expenses.
d. Financial Statements. Furnish to the Lender the following information:
(i) Throughout the term of the Loan, as soon as available, but in any
event not later than 120 days after the end of each fiscal year,
audited, consolidated financial statements (the form of such
statements to be prepared in accordance with GAAP and reasonably
satisfactory to the Lender) of the Guarantor, including, without
limitation, a balance sheet of the Guarantor as of the end of
such fiscal year, statements of income and related earnings and
of cash flows, and in comparative form, all prepared by an
auditor acceptable to the Lender showing the operations and
financial condition of the Guarantor at the close of such year,
plus a schedule prepared by management consolidating the
operations and balance sheets of the Borrower with the Guarantor;
(ii) Throughout the term of the Loan, as soon as available, but in any
event not later than 90 days after the end of the second quarter
of each fiscal year, management prepared consolidated financial
statements for the Guarantor showing their accuracy certified in
a manner satisfactory to the Lender by a responsible officer of
the Borrower and the Guarantor;
(iii) Throughout the term of the Loan, as soon as available, but in
any event not later than 60 days after the end of the first and
third quarter of each fiscal year, management prepared quarterly
financial statements for the Guarantor showing their accuracy
certified in a manner satisfactory to the Lender by a responsible
officer of the Guarantor; and
(iv) The Borrower and the Guarantor shall deliver to the Lender within
ten (10) days after request, such further detailed information
covering the operation of the Premises and the financial affairs
of the Borrower and the Guarantor, or any affiliated or related
party, as may be requested by the Lender.
e. Access to Premises and Records. Upon written request, allow the
Lender's representative access to any or all of such Obligor's
properties and financial records, to make extracts from such records
and to discuss the business, finances and affairs with its officers.
f. Notices. Give written notice to the Lender of:
(i) ERISA: the details of any Reportable Event as defined in ERISA
which has occurred;
4
(ii) EVENT OF DEFAULT: the occurrence of any event which alone or with
notice, the passage of time of both, would constitute an Event of
Default; or
(iii) LITIGATION: the commencement of any proceeding or litigation
which, if, adversely determined, would adversely affect its
financial condition or ability to conduct business.
g. Payment of Indebtedness, Taxes, etc.
Pay all indebtedness and obligations as and when due and payable and
pay and discharge or cause to be paid and discharged promptly all
taxes, assessments and governmental charges or levies imposed on it or
upon its income and profits, or upon any of its property, real,
personal or mixed, or upon any part thereof, before the same shall
become in default, as well as all lawful claims for labor, materials
and supplies or otherwise which, if unpaid, might become a lien or
charge upon such properties or any part thereof; provided, however,
that the Obligor shall not be required to pay and discharge or cause
to be paid and discharged any such tax, assessment, charge levy or
claims so long as the validity thereof shall be contested in good
faith by appropriate proceedings, and the Obligor shall have set aside
on its books adequate reserves with respect to any such tax,
assessment, charge, levy or claim so contested; further provided all
such taxes, assessments, charges, levies or claims shall be
immediately paid upon the commencement of proceedings to foreclose any
lien which has attached as security therefor.
h. Compliance with Applicable Laws.
Comply with the requirements of all applicable laws, rules,
regulations and orders of any governmental authority, the breach of
which would materially and adversely affect the business, operations,
prospects, properties or assets or the conditions, financial or
otherwise, of the Obligor and its Subsidiaries taken as a whole,
including, without limitation, the rules and regulations of the Board
of Governors of the Federal Reserve Systems, and the Federal Deposit
Insurance Corporation.
3. Negative Covenants: The Borrower covenants and agrees that, from the date
hereof until the full satisfaction of obligations under this Agreement and
the Note, it will not without the Lender's prior written consent;
a. Indebtedness. Create, incur or assume any indebtedness for borrowed
money other than:
(i) that provided under this Agreement or otherwise consented to by
the Lender;
5
(ii) that owing on the date hereof and scheduled;
(iii) that which is subordinated to indebtedness due the Lender on
terms satisfactory to the Lender ("Approved Subordinated Debt");
(iv) trade indebtedness incurred in the normal course of business; and
(v) indebtedness in connection with purchase money mortgages as
outlined below in 3(b)(v).
b. Liens. Create, incur or permit to exist against any of its properties
or assets, real or personal, tangible or intangible, now owned or
hereafter acquired, any mortgage or other lien or encumbrance, except:
(i) deposits or pledges relating to the payment of Workman's
Compensations, Unemployment Insurance, old age pension or other
Social Security:
(ii) deposits or pledges relating to the performance or bids, tenders,
contracts, or leases;
(iii) deposits or pledges relating to statutory obligations and surety
or appeal bonds necessary to the continuance of the business in
the ordinary course;
(iv) liens for taxes not delinquent or being contested in good faith
and by appropriate proceedings;
(v) purchase money mortgages or other purchase money liens upon
property hereafter acquired; and
(vi) liens in connection with 3(a).
c. Contingent Liabilities. Assume, guarantee, endorse or otherwise become
directly or contingently liable for the obligations of any other
person except for the Guaranty in connection with this Agreement, the
endorsement of negotiable instruments for deposit or collection in the
ordinary course of business or guarantees in connection with 3(a).
d. Asset Sale. Sell, transfer, lease, sell and thereafter enter into an
arrangement with the buyer to rent or lease back all or any
substantial part of its properties or assets.
e. Material Change. Materially alter the nature of Borrower's business.
6
f. Merger. Consolidate with or merge into any other corporation, or
permit another corporation to merge into it unless the Borrower is the
surviving entity, or acquire all or substantially all of the
properties or assets of any other Person ("Person" is defined as
natural persons, corporations, business trust associations, companies
and partnerships).
g. Note/Accounts Sale. Sell, assign, discount or otherwise dispose of any
of its notes or accounts receivable except for collection in the
ordinary course of business.
h. Investments. Purchase or make any investment in the stock, securities
or evidences if indebtedness of any other Person except:
(i) a Guarantor;
(ii) the United States Government and its agencies; and
(iii) Certificates of Deposit of domestic Lenders having capital and
surplus in excess of $100,000,000 and money market funds with
total assets of not less than $2 billion.
i. Dividends. Declare or pay any dividend or make any other distribution
other than in cash, with respect to any shares of capital stock or
redeem, purchase, or retire any shares of any class of capital stock
or set apart any sum for such purposes.
4. Financial Covenants: The Borrower shall comply with the financial covenants
set forth below:
a. The Borrower shall at all times during the term of the Loan maintain a
Debt Service Coverage Ratio of no less than 1.0:1.0. The term "Debt
Service Coverage Ratio" shall mean the sum arrived at by dividing the
sum of Earnings Before Interest, Taxes, Depreciation and Amortization
less Unfunded Capital Expenditures by the sum of principal and
interest on all scheduled debt payments including capitalized leases.
b. Except for trade indebtedness incurred in the ordinary course of
business, the Borrower shall not make or incur any additional interest
bearing debt other than the Loan or any other indebtedness to the
Lender.
All accounting terms used herein, unless otherwise defined, shall have the
meanings ascribed under GAAP. All determinations with respect to the
Borrower's compliance with the financial covenants outlined above shall be
made by the Lender, whose determinations shall be final absent manifest
error.
5. Intentionally Omitted.
7
6. Events of Default: In case of the happening of any of the following events
("Events of Default"):
a. Any representation of warranty made herein, in any Loan Document or in
any other instrument, agreement or certificate furnished in connection
with any of the foregoing shall prove false or misleading in any
material respect;
b. Any occurrence delineated in the Note, the Deed of Trust or any other
Loan Document as an Event of Default;
c. Any Obligor shall default in the due observance or performance of any
financial or negative covenant contained in this Agreement or any
other Loan Document;
d. Any Obligor shall default in the due observance or performance of any
covenant, condition or agreement (other than those referred to in
sections (b) and (c) immediately above) contained in this Agreement to
which it is a party and such default shall continue unremedied for 10
days after notice from the Lender of such default demanding that it be
cured;
e. Any Obligor shall default in the due observance or performance of any
covenant, condition or agreement with respect to any other funded
indebtedness (principal and interest) or obligation of such Obligor to
the Lender or to any other person or entity, including, but not
limited to, any default by the Guarantor under the existing revolving
credit facility extended by the Lender, as Agent for the lenders in
connection therewith to the Guarantor and evidenced by a certain
Revolving Credit Agreement dated as of December 21, 2000, as the same
may be amended, modified, extended, increased and restated from time
to time (the "Existing Credit Agreement");
f. Final judgment greater than $50,000.00 against the Borrower or final
judgment greater than $500,000.00 against the Guarantor, if
undischarged or unbonded within 60 days;
g. Dissolution of the Borrower or Guarantor;
h. A transfer of membership interests in the Borrower or if the
beneficial shareholder and ownership interests of Nathan Kahn and
Sandra Kahn in the Guarantor (which is 42% as of the date hereof)
shall in any material manner be encumbered, sold, transferred or
conveyed, or permitted to be further encumbered, sold, transferred,
assigned or conveyed, without the prior consent of the Lender, which
consent shall not be unreasonably withheld or delayed, provided that
the Lender receives at least thirty (30) days prior written notice of
such event and the Guarantor complies with the reasonable requests of
Lender in making its determination.;
8
i. A Reportable Event shall have occurred with respect to any Plan as
defined in ERISA and (i) the Lender has notified the affected Obligor
in writing that it has determined that such Reportable Event
constitutes reasonable grounds for termination of such Plan by the
Pension Benefit Guaranty Corporation or the appointment of a trustee,
to administer the Plan, by an appropriate U.S. District Court or (ii)
such termination proceedings are commenced or such appointment occurs;
j. Any Obligor shall (i) voluntarily commence any case, proceeding or
other action or file any petition seeking relief under Title 11 of the
United States Code or any other existing or future Federal domestic or
foreign bankruptcy, insolvency or similar law, (ii) consent to the
institution of, or fail to controvert in a timely and appropriate
manner, any such proceeding or the filing of any such petition, (iii)
apply for or consent to the employment of a receiver, trustee,
custodian, sequestrator or similar official for any Obligor or for a
substantial part of their property, (iv) file an answer admitting the
material allegations of a petition filed against it in any such
proceeding, (v) make a general assignment for the benefit of
creditors, (vi) become unable, admit in writing its inability or fail
generally to pay its debts as they become due or (vii) take corporate
action for the purpose of effecting any of the foregoing;
k. An involuntary case, proceeding or other action shall be commenced or
an involuntary petition shall be filed in a court of competent
jurisdiction seeking (i) relief in respect of any Obligor or of a
substantial part of its property, under Title 11 of the United States
Code or any other existing or future Federal, domestic or foreign
bankruptcy, insolvency or similar law, (ii) the appointment of a
receiver, trustee, custodian, sequestrator or similar official for any
Obligor or for a substantial part of their property, or (iii) the
winding-up or liquidation of any Obligor; and such proceeding or
petition shall continue undismissed for 60 days or an order or decree
approving or ordering any of the foregoing shall continue unstayed and
in effect for 60 days;
l. There shall be commenced against any Obligor any case, proceeding or
other action seeking issuance of a warrant of attachment, execution,
distraint or similar process against all or any substantial part of
its assets which results in the entry of an order for any such relief
which shall not have been vacated, discharged or stayed or bonded
pending appeal within sixty (60) days from the entry thereof;
then, the Note shall be immediately due and payable in full, both as
to principal and interest, without presentment, demand, protect or
notice of any kind, all of which area hereby expressly waived,
anything contained herein, in the Note, or in any other Loan Document
to the contrary notwithstanding.
7. Miscellaneous:
9
a. Expenses. The Obligors will pay all out-of-pocket losses, costs and
expenses incurred by the Lender in connection with the Loan hereunder,
the enforcement of any provision of this Agreement, the Note or the
collection of any amount due hereunder or thereunder including but not
limited to, the reasonable fees and disbursements of counsel and local
Maryland counsel to the Lender incurred in the course of so enforcing
such rights.
b. No Waiver. No failure or delay by the Lender in exercising any right,
power or remedy hereunder upon a breach hereof shall constitute a
waiver of any such term, condition, covenant, agreement, right, power
of Lender from exercising any such rights, power or remedy at any
later time or times.
c. Funds; Manner of Repayment. Unless otherwise specified herein, each
Loan, each payment and prepayment of principal of and interest on the
Notes shall be made by the Borrower not later than 12:00 noon, New
York City time, on the date on which it is payable. Each Loan, each
payment and prepayment of principal and interest on the note, shall be
made in Federal or other immediately available funds.
d. Indemnity. The Obligors shall reimburse the Lender for any loss of
expense incurred as a result of any default in payment of principal
and/or interest on any loan or any Event of Default, such
reimbursement to cover losses sustained in reemploying deposits
acquired to fund the loans as well as other related expenses.
e. Amendments. The Lender shall not be deemed to have waived any of the
terms, agreements, conditions and covenants hereof, except by a
writing signed by an officer of the Lender and delivered to the
Obligors. This Agreement may be amended by a supplemental Agreement
setting forth such amendment or amendments when properly executed by
all the parties to this Agreement.
f. GAAP. All accounting terms used herein shall have the meaning assigned
to them by generally accepted accounting principles ("GAAP"), unless
otherwise defined.
g. Law Governing. This agreement and all rights hereunder, shall be
governed by the laws of the state of New York and applicable laws of
the United States and shall be binding upon the Obligors, their heirs,
executors, administrators, successors and assigns and shall inure to
the benefit of the Lender, its successors and assigns. The obligations
and conditions of this Agreement shall continue until all indebtedness
and liability of the Obligors to the Lender hereunder has been paid
and satisfied in full.
h. Sale/Assignment. The Lender reserves the right to sell, assign or
participate the loans and/or the commitment hereunder without
limitation.
10
i. Waivers. The parties hereto hereby irrevocably and unconditionally
waive any and all rights to trial by jury in any action, suit or
counterclaim arising in connection with, out of or otherwise related
to this Agreement, the Note, the Deed of Trust and every other Loan
Document heretofore, now or hereafter executed and/or delivered in
connection therewith, the Loan and all other obligations of the
Borrower or Guarantor related thereto or in any way related to this
transaction or otherwise with respect to the Premises.
j. Set-Off. The Obligors hereby give to the Lender a lien on, security
interest in and right of set-off against all moneys, securities and
other property of the Obligors and the proceeds thereof, now or
hereafter delivered to remain with or in transit in any manner to the
Lender, its correspondents or its agents from or for the borrower,
whether for safekeeping, custody, pledge, transmission, collection or
otherwise or coming into possession, control or custody of the Lender
in any way, and also, any balance of any deposit accounts and credits
of the Obligors with, and any and all claims of the Obligors against
the Lender at any time existing, as collateral security for the
payment of the Note and the Guaranty and all other liabilities and
obligations now or hereafter owned by the Obligors to the Lender,
contracted with or acquired by the Lender, whether joint, several,
absolute contingent, secured, unsecured, matured or unmatured (all of
which are hereafter collectively called "Liabilities"), upon an Event
of Default under the Deed of Trust or this Agreement or a default
under any other Loan Document, without prior notice, to apply such
balances, credits or claims, or any part thereof, to such Liabilities
in such amounts as it may select, whether contingent, unmatured or
otherwise and whether any collateral security therefore is deemed
adequate or not. The collateral security described herein shall be in
addition to any collateral security described in any separate
agreement executed by the Borrower.
This agreement sets forth the entire understanding of the parties, and the
undersigned waives the right to assert defenses, set offs and counterclaims in
any litigation relating to the obligation. The undersigned acknowledges that no
oral or other agreements, conditions, promises, understanding, representations
or warranties exist in regard to the obligation hereunder except those
specifically set forth herein.
All of the terms, covenants, conditions and stipulations contained in the
Loan Documents are hereby ratified and confirmed in all respects, shall continue
to apply with full force and effect.
Neither this Agreement nor any other Loan Document nor any provision hereof
or thereof may be modified, amended, changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is sought.
This Agreement may be executed in one or more counterparts each of which
shall be an original but all of which, when taken together, shall constitute one
and the same instrument. The
11
failure of any party listed below to execute, acknowledge or join in this
Agreement, or any counterpart hereof, shall not relieve the other signatories
from the obligations hereunder.
This Agreement is and shall be deemed to be a contract entered into
pursuant to the laws of the State of New York and shall in all respects be
governed, construed, applied and enforced in accordance with the laws of the
State of New York.
This Agreement is binding upon, and shall inure to the benefit of, the
parties hereto and their respective heirs, executors, administrators, legal
representatives, successors and assigns.
If any term, covenant, provision or condition of this Agreement or any of
the other Loan Documents shall be held to be invalid, illegal or unenforceable
in any respect, this Agreement shall be construed without such term, covenant,
provision or condition.
[NO FURTHER TEXT ON THIS PAGE]
12
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
6900 QUAD AVENUE, LLC,
a Delaware limited liability company
By: EMPIRE RESOURCES, INC., its sole member
a Delaware corporation
By:
---------------------------------------
Name: Sandra R. Kahn
Title: Vice President
EMPIRE RESOURCES, INC.,
a Delaware corporation
By:
---------------------------------------
Name: Sandra R. Kahn
Title: Vice President
JPMORGAN CHASE BANK, N.A.,
a national banking association
By:
---------------------------------------
Thomas Drake, Vice President
13
STATE OF NEW JERSEY )
) ss.:
COUNTY OF MORRIS )
On the 22 day of December in the year 2004 before me, the undersigned, a
Notary Public in and for said State, personally appeared Sandra Kahn, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that he/she executed the same in his/her capacity, and that by his/her
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
/s/ David Hascup
-------------------------------------------
NOTARY PUBLIC
STATE OF NEW YORK )
) ss.:
COUNTY OF BRONX )
On the 22 day of December in the year 2004 before me, the undersigned, a
Notary Public in and for said State, personally appeared Thomas Drake,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her capacity, and that
by his/her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.
/s/ Erma J. McPherson
-------------------------------------------
NOTARY PUBLIC
14