MODIFICATION OF NOTE AND OTHER LOAN DOCUMENTS
THIS MODIFICATION OF NOTE AND OTHER LOAN DOCUMENTS ("Agreement") is
made this 7th day of August, 2002 by and between OCEAN BANK, a Florida chartered
bank ("Bank"), NAP OF THE AMERICAS, INC., a Florida corporation ("NAP") and
TERREMARK WORLDWIDE, INC., a Delaware corporation ("Terremark") (NAP and
Terremark each a "Borrower" and collectively "Borrowers") with the joinder of
TECOTA SERVICES CORP., a Delaware corporation, TERREMARK DEVELOPMENT, INC., a
dissolved Florida corporation, TERREMARK FINANCIAL SERVICES, INC., a Florida
corporation, TERREMARK FORTUNE HOUSE #1, INC., a Florida corporation, TERREMARK
FORTUNE HOUSE #1, LTD., a Florida limited partnership, TERREMARK LATIN AMERICA,
INC., a Florida corporation, TERREMARK MANAGEMENT SERVICES, INC., a Florida
corporation, TERREMARK NORTHEAST, INC., a New York corporation, TERREMARK
REALTY, INC., a Florida corporation, TERREMARK TECHNOLOGY CONTRACTORS, INC., a
Florida corporation, TERREMARK TRADEMARK HOLDINGS, INC., a Nevada corporation,
TERRENAP DATA CENTERS, INC., a Florida corporation, TERRENAP SERVICES, INC., a
Florida corporation, and MANUEL D. MEDINA (each a "Guarantor" and collectively
"Guarantors").
BACKGROUND
A. The Bank has made credit extensions to either or both of NAP OF THE
AMERICAS, INC., a Florida corporation ("NAP") and TERREMARK WORLDWIDE, INC., a
Delaware corporation ("Terremark") (NAP and Terremark each a "Borrower" and
collectively "Borrowers"), pursuant to and as evidenced by that certain Amended
and Restated Credit Agreement dated as of September 5, 2001 between the
Borrowers and the Bank (as amended and restated from time to time, the "Credit
Agreement") and a promissory note from Borrowers in favor of Bank, dated as of
September 5, 2001, in the principal amount of $48,000,000 (together with any
renewals and modifications thereof and substitutions therefore, the "Note"). The
Note and Credit Agreement are secured by, among other things: (i) that certain
Leasehold Mortgage, Security Agreement, Assignment of Leases and Rents and
Fixture Filing dated as of September 5, 2001 from NAP in favor of Bank recorded
in Official Records Book 19890, at Page 0695, Public Records of Miami-Dade
County, Florida (as amended and restated from time to time, together with any
renewals and modifications thereof and substitutions therefore, the "Mortgage")
and (ii) that certain Assignment of Leases and Rents and Security Deposits dated
as of September 5, 2001 from NAP in favor of Bank recorded in Official Records
Book 19890, Page 743, Public Records of Miami-Dade County, Florida (as amended
and restated from time to time, together with any renewals and modifications
thereof and substitutions therefrom (the "Assignment").
B. Each Borrower and each Guarantor executed and delivered to Bank one
or more security agreements in favor of Bank, each dated as of September 5,
2001, pursuant to which Borrower and such Guarantors granted to Bank a valid,
perfected first lien on and security interest in the collateral more
particularly described in such security agreements to secure the payment and
performance of the obligations and liabilities of Borrower to Bank under the
Loan Documents (defined below), and in the case of such Guarantors, the
obligations and liabilities of such Guarantors to Bank under their respective
Guaranties (defined below) (each such security agreement being a "Security
Agreement" and collectively the "Security Agreements" and each Guarantor, acting
in its capacity as a grantor of one or more security interests in favor of Bank
pursuant to the Security Agreements being a "Pledgor" and collectively
"Pledgors").
C. The Note, the Credit Agreement, the Security Agreements, the
Mortgage and the Assignment, together with all other documents, instruments and
agreements evidencing, securing or otherwise relating to the loan evidenced by
the Note (the "Loan"), as such other documents, instruments and agreements may
be amended, modified, restated, renewed or substituted for from time to time are
referred to herein collectively as the "Loan Documents".
D. Each Guarantor executed and delivered to Bank a Guaranty Agreement
dated as of September 5, 2001 (individually a "Guaranty" and collectively the
"Guaranties") pursuant to which each Guarantor jointly and severally,
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irrevocably, absolutely and unconditionally guarantees to Bank the payment and
performance of all Obligations (as defined in the Guaranties) with respect to
the Loan and the Loan Documents.
E. Borrowers have requested that Bank modify certain terms and
conditions of the Note and Credit Agreement, and the Bank is willing to do so,
on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Bank and Borrowers hereby agree as follows:
1. RECITALS; DEFINITIONS. The foregoing recitals are true and correct
and are incorporated herein by this reference. Capitalized terms used herein
shall be as defined in the foregoing recitals or as defined elsewhere in this
Agreement.
2. PRINCIPAL BALANCE OF LOAN. Bank and Borrowers acknowledge and agree
that as of the date hereof the outstanding principal balance under the Note is
$43,974,552.64 and interest has been paid to and including May 4, 2002.
Simultaneously with the execution of this Agreement, Borrower shall pay the
monthly installment of interest due under the Note on June 5, 2002 in the amount
of $274,840.95, the monthly installment of interest due under the Note on July
5, 2002, in the amount of $274,840.95, and the monthly installment of interest
due under the Note on August 5, 2002 in the amount of $274,840.95 (which June 5,
2002, July 5, 2002 and August 5, 2002 payment amounts reflect the reduction in
interest rate specified in paragraph 3 below) which payments, when received by
Bank in good funds, shall pay interest owing under the Note to and including
August 4, 2002.
3. REDUCTION OF INTEREST RATE. In Section 4.1 of the Note, the phrase
"Nine and One-Quarter Percent (9 1/4%)" is hereby deleted and the phrase "Seven
and One-Half Percent (7 1/2%)" is inserted therefore, such modification of
Section 4.1 to be effective as of and from and after May 5, 2002.
4. PRINCIPAL AND INTEREST PAYMENTS.
(a) In Section 5.2 of the Note, in clause (i) thereof, the
phrase "March 5, 2003" is hereby deleted and the phrase "September 5, 2003" is
substituted therefore, and in clause (ii) thereof, the phrase "April 5, 2003" is
hereby deleted and the phrase "October 5, 2003" is substituted therefore.
(b) In Section 5.3 of the Note, in the second line thereof,
the phrase "December 5, 2004" is hereby deleted and the phrase "March 5, 2004"
is substituted therefore.
5. MATURITY DATE. In Section 6.1 of the Note, the phrase "March 5,
2003" is hereby deleted and the phrase "September 5, 2003" is substituted
therefore.
6. FIRST EXTENSION RIGHT. In Section 6.2 of the Note, in the second
line thereof, the phrase "nine (9) months" is hereby deleted and the phrase "six
(6) months" is hereby substituted therefore. In Section 6.2 of the Note, in the
second line thereof, the phrase "December 5, 2003" is hereby deleted and the
phrase "March 5, 2004" is substituted therefore.
7. SECOND EXTENSION RIGHT. In Section 6.3 of the Note, in the third
line thereof, the phrase "nine (9) months" is hereby deleted and the phrase "six
(6) months" is hereby substituted therefore.
8. INTEREST RESERVE. Borrowers acknowledge and agree that as of June 5,
2002, Borrowers failed to achieve annualized revenues of not less than
$33,000,000 as shown on audited financial statements satisfactory to Bank and,
accordingly, as of that date Borrowers have no right to request, and Bank has no
further obligation to make, advances from the "Interest Reserve" (as defined in
Section 8(b) of the Credit Agreement) for payment of interest owing under the
Note, including, without limitation, advances for payment of the monthly
installments of interest due on June 5, 2002 and July 5, 2002. Borrowers further
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acknowledge and agree that from and after June 5, 2002, the Interest Reserve is
eliminated from the Loan and accordingly, from and after June 5, 2002 Lender
shall have absolutely no obligation to make any further advances from the
Interest Reserve to pay interest owing under the Note.
9. TIME DEPOSIT ACCOUNT. Bank and Borrowers acknowledge and agree that
the original of Letter of Credit No. SB516002 (described in clause (x) of
Section 8(a)(ii) of the Credit Agreement) has been surrendered to and cancelled
by Bank, that the pledge of the time deposit account in the amount of $741,225
contemplated by Section 8(a)(ii) of the Credit Agreement created with respect to
such Letter of Credit has been released by Bank and that the funds in such time
deposit account have been withdrawn by Borrowers.
10. MODIFICATIONS TO CREDIT AGREEMENT. The Credit Agreement is hereby
modified as follows:
(a) In Section 3 of the Credit Agreement, the first line
thereof, the phrase "eighteen (18) months" is hereby deleted and the phrase
"twenty-four (24) months" is substituted therefor. In the second sentence of
Section 3, the phrase "nine (9) months", appearing in two instances in such
sentence, is hereby deleted in both instances, and the phrase "six (6) months"
is substituted therefor.
(b) Borrowers represent and warrant to Lender that attached
hereto as EXHIBIT "A" is a true, correct and complete list of accounts payable
owing by NAP and by Terremark Technology Contractors, Inc. pertaining to
improvements to the Leased Premises (as defined in the Credit Agreement) as of
June 30, 2002.
(c) Borrowers represent and warrant to Lender that attached
hereto as EXHIBIT "B" is a true, correct and complete list of all existing
material software license agreements pertaining to or affecting the Leased
Premises as of the date hereof.
(d) Borrowers represent and warrant to Lender that attached
hereto as EXHIBIT "C" is a true, correct and complete list of all Colocation
Agreements pertaining to the Leased Premises as of the date hereof.
(e) Section 13(q) of the Credit Agreement is hereby deleted in
its entirety.
(f) Section 20(a)(xiv) of the Credit Agreement is hereby
amended by adding the following phrase thereto: "and an Enforcement Action is
initiated by Cupertino with respect thereto."
(g) Section 20(a)(xv) of the Credit Agreement is hereby
amended by adding the following phrase thereto: "and an Enforcement Action is
initiated by Kinetics with respect thereto."
(h) For purposes of Sections 20(a)(xiv) and 20(a)(xv), as
amended above, "Enforcement Action" shall mean any of the following actions
taken by either Cupertino or Kinetics with respect to the Cupertino Mortgage
Documents or the Kinetics Agreement, as applicable: the acceleration of the due
date of any indebtedness owing by either Borrower, the filing of an action to
foreclose the Cupertino mortgage or a claim of lien, the filing of an action for
the appointment of a receiver, the filing of an action to collect amounts owing
by either Borrower, or the initiation of any other legal proceeding to enforce
any obligation of either Borrower with respect to the Cupertino Mortgage
Documents or the Kinetics Agreement.
11. REPRESENTATIONS AND WARRANTIES. Each Borrower represents, warrants,
ratifies and confirms to Bank as follows:
(a) The Loan Documents, as modified by this Agreement, are in
full force and effect, have been duly executed and delivered to Bank and
constitute the legal, valid and binding agreements and obligations of Borrowers,
enforceable against Borrowers in accordance with their respective terms.
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(b) There are no actions, suits or proceedings at law or in
equity now pending, or to the best knowledge of each Borrower, threatened
against or affecting any Borrower that would have a material adverse affect on
Borrower's ability to perform its obligations under the Loan Documents, as
modified by this Agreement, and there are no facts now in existence known to
either Borrower which, with the giving of notice or lapse of time, or both,
would form the basis for any such action suit or proceeding. To the best of each
Borrower's knowledge, each Borrower is not in default with respect to any order,
writ, injunction, decree or demand of any court or other governmental agency.
(c) Each Borrower is not now insolvent and has not been
insolvent during the one (1) year period prior to the execution of this
Agreement.
(d) Neither this Agreement nor any other document, financial
statement, credit information certificate or statement furnished to Bank by a
Borrower, whether pursuant to this Agreement or otherwise, contains any material
untrue statement or admits a statement of fact material to the truth and
completeness of any statement made.
(e) NEITHER BORROWER HAS THE RIGHT OF OFFSET OR ANY CLAIM OR
DEFENSE IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS, AS MODIFIED BY
THIS AGREEMENT, AND HEREBY IRREVOCABLY WAIVES ANY OF THE FOREGOING IT MAY HAVE.
(f) All the terms, covenants, conditions, representations,
warranties and agreements contained in the Loan Documents, as modified by this
Agreement, are hereby ratified, confirmed and reaffirmed in all respects and
each Borrower hereby covenants and agrees to perform, comply with and abide by,
as applicable, all of such terms, covenants, conditions and agreements, and such
representations and warranties are true and correct as of the date hereof.
12. CAPTIONS. The captions and headings contained in this Agreement are
for the convenience or reference only and shall not be construed as limiting or
defining in any way the provisions of this Agreement.
13. COUNTERPARTS. This Agreement, and the Joinder and Consent attached
hereto and made a part hereof, may be executed in two or more counterparts,
which may be delivered by facsimile transmission, each of which counterparts
when so executed (and so delivered or otherwise delivered) shall be deemed to be
an original and all of which counterparts taken together shall constitute but
one and the same instrument.
14. GOVERNING LAW. This Agreement shall be construed, interpreted and
enforced and governed by and in accordance with the laws of the State of Florida
without regard to any conflict of law, rule or principle that would give effect
to the laws of another jurisdiction.
15. BINDING EFFECT. This Agreement shall be binding upon Bank and each
Guarantor and their respective heirs, personal representatives, executives,
successors and assigns and shall inure to the benefit of Bank and each Guarantor
and their respective heirs, personal representatives, executives, successors and
assigns.
16. TAXES. In the event the State of Florida requires documentary stamp
or intangible taxes to be paid on or as a result of this Agreement, Borrower
shall pay same, including any interest or penalties imposed in connection
therewith, and shall indemnify and hold Bank harmless from and against any
liability (including interest and penalties) Bank may incur in connection
therewith.
17. COSTS AND EXPENSES. Simultaneously with the execution of this
Agreement, Borrowers shall pay all reasonable costs and expenses, including
attorneys' fees, title search charges and title insurance premiums to insure the
Mortgage Modification (defined below), incurred by Bank in connection with the
preparation and negotiation of this Agreement and the transactions contemplated
by it and Borrowers hereby authorizes Bank to deduct the amount thereof from any
account of Borrowers with Bank to pay such costs and expenses.
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18. "NOTE" AND "CREDIT AGREEMENT" REDEFINED. The term "Note" as defined
or described in the Loan Documents shall mean the Note, as modified by this
Agreement. The terms "Credit Agreement" or "Loan Agreement" as defined or
described in the Loan Documents shall mean the Credit Agreement, as modified by
this Agreement.
19. FURTHER ASSURANCES. Upon Bank's request, Borrowers shall execute,
acknowledge and deliver, and shall cause Guarantors to execute, acknowledge and
deliver such further instruments as may, in the opinion of Lender, be necessary,
desirable or proper to carry out more effectively the purpose of this Agreement,
including, without limitation, a modification of the Mortgage and the Assignment
which reflects the execution and delivery of this Agreement and provides that
the Mortgage shall secure the Note and Credit Agreement, as modified by this
Agreement (the "Mortgage Modification").
20. NO WAIVER. Nothing contained in this Agreement shall be deemed a
waiver of any existing default or Event of Default (as defined or described in
the Loan Documents) or any event occurring or continuing to exist after the date
hereof which would constitute a default or an Event of Default under the Loan
Documents, except that receipt by Bank in good funds of payment in full of the
monthly installments of interest due on June 5, 2002, July 5, 2002 and August 5,
2002 (described in paragraph 2 above) shall cure the existing Events of Default
under the Loan Documents with respect to Borrower's failure to make such
payments when due. Nothing contained in this Agreement shall be deemed to be or
construed to be as an agreement on the part of Bank to further modify the Loan
Documents or to forbear from bringing an action to enforce the Loan Documents by
means of the remedies contained therein, or as a waiver or limitation upon the
right to exercise any other right, power, privilege or remedy provided at law or
in equity.
IN WITNESS WHEREOF, this Agreement has been executed as of the date set
forth above.
OCEAN BANK
/s/ C. RICHARD MORGAN By: /s/ JORGE HERNANDEZ
- ------------------------------ ---------------------------------
Print Name: C. Richard Morgan Name: Jorge Hernandez
------------------ ------------------------------
/s/ AVIVA D. BUDD Title: Vice President
- ------------------------------ ------------------------------------
Print Name: Aviva D. Budd
------------------
(Corporate Seal)
NAP OF THE AMERICAS, INC., a
Florida corporation
/s/ C. RICHARD MORGAN By: /s/ MANUAL D. MEDINA
- ------------------------------ ---------------------------------
Print Name: C. Richard Morgan Name: Manuel D. Medina
------------------ -----------------------------
/s/ AVIVA D. BUDD Title: Vice President
- ------------------------------ -----------------------------
Print Name: Aviva D. Budd
------------------
(Corporate Seal)
TERREMARK WORLDWIDE, INC., a
Delaware corporation
/s/ C. RICHARD MORGAN By: /s/ MANUEL D. MEDINA
- ------------------------------ ---------------------------------
Print Name: C. Richard Morgan Name: Manuel D. Medina
------------------ -----------------------------
/s/ AVIVA D. BUDD Title: President
- ------------------------------ -----------------------------
Print Name: Aviva D. Budd
------------------
(Corporate Seal)
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JOINDER AND CONSENT
The undersigned, being the Guarantors (as defined in the foregoing
Agreement) and being the Pledgors (as defined in the foregoing Agreement),
hereby join in and consent to the foregoing Agreement and in so joining and
consenting hereby acknowledge and agree as follows:
(a) The Loan Documents are modified as set forth in the
foregoing Agreement;
(b) The Guaranties shall remain in full force and effect (and
each Guarantor hereby ratifies and affirms the same), notwithstanding the
modification of the Loan Documents as set forth in the foregoing Agreement, and
each Guarantor`s obligations and liabilities with respect to the Obligations (as
defined in the Guaranties) include all Obligations pertaining to the Loan
Documents, as modified by the Agreement.
(c) The Security Agreements shall remain in full force and
effect (and each Pledgor hereby reaffirms and affirms the same), notwithstanding
the modification of the Loan Documents as set forth in the foregoing Agreement.
(d) Each Guarantor's obligations and liabilities under its
respective Guarantee and each Pledgor's obligations and liabilities under its
respective Security Agreement shall not be waived, impaired or released in any
manner whatsoever by the modification of the Loan Documents as set forth in the
foregoing Agreement.
(e) No Guarantor and no Pledgor has the right of offset or any
claim or defense in respect of its obligations under its respective Guarantee
and its respective Security Agreement and hereby irrevocably waives any of the
foregoing it may have.
IN WITNESS WHEREOF, each Guarantor and Pledgor has executed this
Joinder and Consent as of the date set forth in the preamble of the foregoing
Agreement.
TECOTA SERVICES CORP., a
Delaware corporation
/s/ C. RICHARD MORGAN By: /s/ mANUEL D. MEDINA
- ----------------------------- ---------------------------------
Print Name: C. Richard Morgan Name: Manuel D. Medina
----------------- -----------------------------
/s/ AVIVA D. BUDD Title: Vice President
- ----------------------------- -----------------------------
Print Name: Aviva D. Budd
-----------------
TERREMARK DEVELOPMENT, INC., a
Florida corporation
/s/ C. RICHARD MORGAN By: /s/ MANUEL D. MEDINA
- ----------------------------- ---------------------------------
Print Name: C. Richard Morgan Name: Manuel D. Medina
----------------- -----------------------------
/s/ AVIVA D. BUDD Title: Vice President
- ----------------------------- -----------------------------
Print Name: Aviva D. Budd
-----------------
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TERREMARK FINANCIAL SERVICES, INC., a
Florida corporation
/s/ C. RICHARD MORGAN By: /s/ MANUEL D. MEDINA
- ----------------------------- ---------------------------------
Print Name: C. Richard Morgan Name: Manuel D. Medina
----------------- -----------------------------
/s/ AVIVA D. BUDD Title: Vice President
- ----------------------------- -----------------------------
Print Name: Aviva D. Budd
-----------------
TERREMARK FORTUNE HOUSE #1, INC., a
Florida corporation
/s/ C. RICHARD MORGAN By: /s/ MANUEL D. MEDINA
- ----------------------------- ---------------------------------
Print Name: C. Richard Morgan Name: Manuel D. Medina
----------------- -----------------------------
/s/ AVIVA D. BUDD Title: Vice President
- ----------------------------- -----------------------------
Print Name: Aviva D. Budd
-----------------
TERREMARK FORTUNE HOUSE #1, LTD., a
Florida limited partnership, by its
general partner TERREMARK FORTUNE
HOUSE #1, INC., a Florida corporation
/s/ C. RICHARD MORGAN By: /s/ MANUEL D. MEDINA
- ----------------------------- ---------------------------------
Print Name: C. Richard Morgan Name: Manuel D. Medina
----------------- -----------------------------
/s/ AVIVA D. BUDD Title: Vice President
- ----------------------------- -----------------------------
Print Name: Aviva D. Budd
-----------------
TERREMARK LATIN AMERICA, INC., a
Florida corporation
/s/ C. RICHARD MORGAN By: /s/ MANUEL D. MEDINA
- ----------------------------- ---------------------------------
Print Name: C. Richard Morgan Name: Manuel D. Medina
----------------- -----------------------------
/s/ AVIVA D. BUDD Title: Vice President
- ----------------------------- -----------------------------
Print Name: Aviva D. Budd
-----------------
TERREMARK MANAGEMENT SERVICES, INC., a
Florida corporation
/s/ C. RICHARD MORGAN By: /s/ MANUEL D. MEDINA
- ----------------------------- ---------------------------------
Print Name: C. Richard Morgan Name: Manuel D. Medina
----------------- -----------------------------
/s/ AVIVA D. BUDD Title: Vice President
- ----------------------------- -----------------------------
Print Name: Aviva D. Budd
-----------------
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TERREMARK NORTHEAST, INC., a New York
corporation
/s/ C. RICHARD MORGAN By: /s/ MANUEL D. MEDINA
- ----------------------------- ---------------------------------
Print Name: C. Richard Morgan Name: Manuel D. Medina
----------------- -----------------------------
/s/ AVIVA D. BUDD Title: Vice President
- ----------------------------- -----------------------------
Print Name: Aviva D. Budd
-----------------
TERREMARK REALTY, INC., a Florida
corporation
/s/ C. RICHARD MORGAN By: /s/ MANUEL D. MEDINA
- ----------------------------- ---------------------------------
Print Name: C. Richard Morgan Name: Manuel D. Medina
----------------- -----------------------------
/s/ AVIVA D. BUDD Title: President
- ----------------------------- -----------------------------
Print Name: Aviva D. Budd
-----------------
TERREMARK TECHNOLOGY CONTRACTORS,
INC., a Florida corporation
/s/ C. RICHARD MORGAN By: /s/ MANUEL D. MEDINA
- ----------------------------- ---------------------------------
Print Name: C. Richard Morgan Name: Manuel D. Medina
----------------- -----------------------------
/s/ AVIVA D. BUDD Title: Vice President
- ----------------------------- -----------------------------
Print Name: Aviva D. Budd
-----------------
TERREMARK TRADEMARK HOLDINGS, INC., a
Nevada corporation
/s/ C. RICHARD MORGAN By: /s/ MANUEL D. MEDINA
- ----------------------------- ---------------------------------
Print Name: C. Richard Morgan Name: Manuel D. Medina
----------------- -----------------------------
/s/ AVIVA D. BUDD Title: President
- ----------------------------- -----------------------------
Print Name: Aviva D. Budd
-----------------
TERRENAP DATA CENTERS, INC., a Florida
corporation
/s/ C. RICHARD MORGAN By: /s/ MANUEL D. MEDINA
- ----------------------------- ---------------------------------
Print Name: C. Richard Morgan Name: Manuel D. Medina
----------------- -----------------------------
/s/ AVIVA D. BUDD Title: Vice President
- ----------------------------- -----------------------------
Print Name: Aviva D. Budd
-----------------
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TERRENAP SERVICES, INC., a Florida
corporation
/s/ C. RICHARD MORGAN By: /s/ MANUEL D. MEDINA
- ----------------------------- ---------------------------------
Print Name: C. Richard Morgan Name: Manuel D. Medina
----------------- -----------------------------
/s/ AVIVA D. BUDD Title: Vice President
- ----------------------------- -----------------------------
Print Name: Aviva D. Budd
-----------------
/s/ C. RICHARD MORGAN By: /s/ MANUEL D. MEDINA
- ----------------------------- ---------------------------------
Print Name: C. Richard Morgan Name: Manuel D. Medina
----------------- -----------------------------
/s/ AVIVA D. BUDD
- -----------------------------
Print Name: Aviva D. Budd
-----------------
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