STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into
as of this 31st day of December, 1996, by and among AMERICAN TITLE COMPANY, a
California corporation ("Purchaser"), FIDELITY NATIONAL ASSET RECOVERY
SERVICES, INC., a Kansas corporation ("Company"), and NATIONS TITLE, INC., a
Kansas corporation ("Shareholder") with reference to the following facts and
circumstances:
RECITALS
A. The Shareholder is the record and beneficial owner of all the
issued and outstanding shares of common stock of the Company (the "Company
Stock").
B. The Shareholder desires to sell, and Purchaser wishes to purchase,
all of the issued and outstanding Company Stock upon the terms and subject to
the conditions set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the respective
representations, warranties, covenants, agreements and conditions hereinafter
set forth, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
I. PURCHASE AND SALE OF COMPANY STOCK
1.1. PURCHASE AND SALE. Subject to the terms and conditions set forth
in this Agreement, on the Closing Date (as defined below), Shareholder will
sell, transfer and convey One Hundred Thousand (100,000) shares of the
Company Stock, which amount constitutes all of the issued and outstanding
shares of the Company Stock, to Purchaser, and Purchaser will acquire the
Company Stock from Shareholder.
1.2. PURCHASE PRICE. In consideration of the sale and transfer of the
Company Stock by Shareholder, Purchaser shall, in full payment therefor, pay
to Shareholder the amount of Ten Thousand Dollars ($10,000) (the "Purchase
Price").
1.3. PAYMENT OF PURCHASE PRICE. Provided that all of the conditions to
the Closing set forth in Article V below have been satisfied or waived by the
party benefiting therefrom, Purchaser shall pay to Shareholder at the Closing
the Purchase Price by delivery of a cashier's or certified bank check at
Closing.
1
II. CLOSING
2.1. CLOSING. The closing of the purchase and sale of the Company Stock
and the consummation of the other transactions contemplated by this Agreement
(the "Closing") shall take place at 10:00 a.m., local time, on December 31,
1996, at the offices of the Shareholder, 17911 Von Karman Avenue, Suite 500,
Irvine, California 92614, or at such other date, time and place as the
parties hereto may mutually agree upon in writing (the "Closing Date").
2.2. SHAREHOLDERS' DELIVERIES AT CLOSING. Provided that all of the
conditions to the Closing set forth in Article V below have been satisfied or
waived by the party benefiting therefrom, Shareholder shall execute and
deliver or cause to be delivered to Purchaser at the Closing the following
documents:
(a) Certificates representing the Company Stock being sold, duly
endorsed for transfer, or accompanied by duly executed stock powers,
transferring to Purchaser good and marketable title to the Company
Stock, free and clear of all liens and encumbrances.
(b) The Company's original minute book, such minute book to
contain (i) original Articles of Incorporation and all amendments
thereto, or copies thereof if the originals are unavailable, (ii) the
Company's Bylaws presently in effect, (iii) the Company's stock transfer
records together with all available cancelled stock certificates, and
(iv) all minutes of meetings or consents in lieu of such meetings of the
Company's Board of Directors and shareholders.
(c) Such other documents and agreements as may be either
reasonable or necessary to carry out the purpose and intention of this
Agreement.
2.3. PURCHASER'S DELIVERIES AT CLOSING. Provided that all of the
conditions to the Closing set forth in Article V below have been satisfied or
waived by the party benefiting therefrom, Purchaser shall execute and deliver
or cause to be delivered to Shareholder at the Closing the following
documents:
(a) A certified or bank cashier's check payable to Shareholder
(or, at Purchaser's option, wire transfer funds to an account designated
in writing by the Shareholder) in the amount of the Purchase Price.
(b) Such other documents and agreements as may be either
reasonable or necessary to carry out the purpose and intention of this
Agreement.
III. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER AND THE COMPANY
The Company and the Shareholder, jointly and severally, hereby represent
and warrant to Purchaser as follows:
2
3.1 ORGANIZATION AND STANDING; ARTICLES AND BYLAWS. The Company is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Arizona, has full power and authority to own its
properties and to carry on its business as presently conducted. The Company
is duly qualified to transact intrastate business and is in good standing in
all jurisdictions in which the nature of its business or its properties makes
such qualification necessary. The Company has furnished Purchaser with copies
of its Articles of Incorporation and Bylaws, as amended to the date hereof.
Said copies are true, correct and complete and contain all amendments through
the date of the Closing.
3.2 AUTHORIZATION. All corporate action on the part of Company, its
officers, directors and shareholders necessary for the authorization,
execution and delivery of this Agreement and the documents contemplated
hereby and the performance of all of the Company's and Shareholder's
obligations hereunder and thereunder and for the authorization, issuance,
sale and delivery of the Company Stock have been taken or will be taken prior
to the Closing. This Agreement and the documents contemplated hereby, when
executed and delivered, shall constitute valid and legally binding
obligations of the Company enforceable in accordance with their respective
terms, subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and subject to the availability of
equitable remedies.
3.3 VALIDITY OF COMPANY STOCK. The sale of each of the shares of the
Company Stock is not, and will not be, subject to any preemptive rights or
rights of first refusal and, when issued, sold and delivered in compliance
with the provisions of this Agreement, the Company Stock will be validly
issued, fully paid and nonassessable, and will be free of any liens or
encumbrances; provided, however, that the Company Stock may be subject to
restrictions on transfer under state and/or federal securities laws as set
forth herein or as otherwise required by such laws at the time a transfer is
proposed.
3.4 CAPITALIZATION. The authorized capital stock of the Company
consists solely of One hundred Thousand (100,000) shares of Class A common
stock no par value, of which 100,000 shares are issued and outstanding. Upon
the consummation of the transactions contemplated by this Agreement, the
Shareholder shall have transferred and conveyed one hundred percent (100%) of
the issued and outstanding shares of Company Stock to Purchaser. All of the
issued and outstanding shares of the Company Stock are duly authorized and
validly issued, fully paid and nonassessable. There are no outstanding rights
of first refusal, preemptive rights or other rights, options, warrants,
conversion rights, or other agreements either directly or indirectly for the
purchase or acquisition of any shares of the Company Stock. All of the
outstanding shares of the Company Stock have been duly and validly issued in
compliance with all applicable federal and state securities laws.
3.5 FINANCIAL STATEMENTS. The balance sheet as of December 31, 1996,
together with statements of income and cash flow for the year ending December
31, 1996, heretofore delivered to Purchaser, are complete and correct in all
material respects, and
3
present fairly the financial condition of the Company and the results of its
operation as of the dates and for the periods referred to and have been
prepared in accordance with generally accepted accounting principles
consistently applied.
3.6 MATERIAL CONTRACTS AND AGREEMENTS. Except as set forth on SCHEDULE
3.6, the Company has no contract, agreement, lease or other commitment,
written or oral, absolute or contingent. All material contracts, agreements
and instruments to which the Company is a party are valid and binding and in
full force and effect in all material respects, and the Company is not in,
and to the best of its knowledge, no other party thereto is in material
breach thereof.
3.7 TITLE TO PROPERTIES AND ASSETS. Except as set forth on SCHEDULE
3.7, the Company has good and marketable title to its properties and assets,
and good title to all its leasehold estates, in each case subject to no
mortgage, pledge, lien, lease, encumbrance, or charge, other than (a) liens
resulting from taxes which have not yet become delinquent, or (b) minor
liens, encumbrances, or defects of title which do not, individually or in the
aggregate, materially detract from the value of the property subject thereto
or materially impair their operations.
3.8 COMPLIANCE WITH OTHER INSTRUMENTS. The Company is not in violation
of any term of its Articles of Incorporation or Bylaws, any mortgage,
indenture, contract, agreement, instrument, judgment, decree, order or any
statute, rule or regulation applicable to it. The execution, delivery, and
performance of and compliance with this Agreement, and the issuance and sale
of the Company Stock pursuant hereto, will not result in any violation of any
term of the Articles of Incorporation or Bylaws of either or any mortgage,
indenture, contract, agreement, instrument, judgment, decree or order, or be
in conflict with or constitute a default under any such term, or result in
the creation of any mortgage, pledge, lien, encumbrance, or charge upon any
of the properties or assets of the Company; and there is no term of the
Articles of Incorporation or Bylaws of the Company or any mortgage,
indenture, contract, agreement, instrument, judgment, decree or order which
materially adversely affects, or, so far as the Company may now reasonably
foresee, in the future may materially adversely affect, its business,
prospects, conditions, affairs, operations or any of its properties or assets.
3.9 LITIGATION. There are no actions, proceedings, or investigations
before any court or administrative agency pending or currently threatened
against or with respect to the Company (or any basis therefor known to the
Company or the Shareholder), which question the validity of this Agreement or
any action taken or to be taken in connection herewith, or which, the Company
individually or in the aggregate, might result in a material adverse change
in the business, prospects, conditions, affairs, or operations of the Company
or in any of its properties or assets, or in any material impairment of the
right or ability of each to carry on its business as now conducted or as
proposed to be conducted, or in any material liability on the part of the
Company. The Company is not a party or subject to, and none of its assets are
bound by, the provisions of any order,
4
writ, injunction, judgment, or decree of any court or governmental agency or
instrumentality.
3.10 TAXES. The Company has no material liability for any federal,
state or local taxes, except for taxes which have accrued and are not yet
payable. The Company has filed all tax returns required to be filed by it and
has paid all income taxes payable by it which have become due pursuant to
such tax returns and all other taxes and assessments payable by it which have
become due, other than those not yet delinquent and except for those
contested in good faith and for which adequate reserves have been
established. The Company has paid, or has provided adequate reserves (in the
good faith judgment of the management of the Company) for the payment of, all
federal and state income or premium taxes applicable for all prior fiscal
years and for the current fiscal year to the date hereof.
3.11 EMPLOYEES. No employee of the Company is obligated under any
contract (including licenses, covenants, or commitments of any nature) or
other agreement, or subject to any judgment, decree or order of any Court or
administrative agency that would conflict with such employee's obligation to
use his or her best effort to promote the interests of the Company or that
would conflict with its business as conducted or as proposed to be conducted.
No employee of the Company is in violation of any term of any employment
contract, or any other contract or agreement relating to the relationship of
any such employee with it or any previous employer. The Company has no
collective bargaining agreements with any of its employees and, to the best
knowledge of the Company and the Shareholder, there is no labor union
organizing activity pending or threatened with respect to the Company.
3.12 GOVERNMENTAL CONSENTS. All consents, approvals, orders, or
authorizations of, or registrations, qualifications, designations,
declarations or filings with, any governmental authority, required on the
part of Company and/or Shareholder in connection with the valid execution and
delivery of this Agreement and the offer, sale or issuance of the Company
Stock, or the consummation of any other transaction contemplated hereby have
been obtained, or will be effective at the Closing, except for notices
required or permitted to be filed with certain state and federal securities
commissions after the Closing, which notices will be filed on a timely basis.
3.13 OPERATING RIGHTS. The Company has all operating authority,
licenses, franchises, permits, certificates, consents, rights and privileges
(collectively, "Licenses") as are necessary or appropriate to the operation
of its business as now conducted and as proposed to be conducted. Such
Licenses are in full force and effect, no violations have been or are
expected to have been recorded in respect of any such Licenses, and no
proceeding is pending or threatened that could result in the revocation or
limitation of any such Licenses. The Company has conducted its business so as
to comply in all material respects with all such Licenses.
3.14 FULL DISCLOSURE. Neither this Agreement, the representations and
warranties by the Company contained herein, the exhibits or schedules hereto,
nor any other written
5
statement or certificate delivered or to be furnished to Purchaser in
connection herewith, when read together, contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make
the statements contained herein or therein not misleading. There is no fact
known to the Company which has not been disclosed to Purchaser that would
materially adversely affect the Company's business or financial condition or
its ability to perform its obligations under this Agreement.
IV. REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser hereby represents and warrants to the Company and Shareholder
as follows:
4.1 ORGANIZATION AND GOOD STANDING. Purchaser has been duly organized
and is existing as a corporation in good standing under the laws of the State
of California with full corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby.
4.2 DUE EXECUTION. This Agreement has been duly authorized, executed
and delivered by it and, upon due execution and delivery by Purchaser, this
Agreement and the agreements contemplated hereby will be valid and binding
agreements of Purchaser, enforceable in accordance with their respective
terms, subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and subject to the availability of
equitable remedies.
4.3 NO CONFLICTS. The execution, delivery and performance of this
Agreement by Purchaser and the consummation by Purchaser of the transactions
contemplated hereby will not conflict with or result in the violation of the
provisions of the Articles of Incorporation or Bylaws of Purchaser.
4.4 INVESTMENT INTENT. Purchaser is acquiring the Company Stock for
investment purposes only, for its own account and not as a nominee or agent
for any other person, and not with a view to or for resale in connection with
any distribution thereof within the meaning of the Securities Act of 1933.
V. CONDITIONS TO CLOSING
5.1. CONDITIONS TO OBLIGATIONS OF PURCHASER AT CLOSING. Purchaser's
obligations hereunder are subject to the fulfillment, at or prior to the
Closing, of all of the following conditions:
(a) REPRESENTATIONS AND WARRANTIES TRUE: PERFORMANCE OF
OBLIGATIONS. The representations and warranties made by the Company and the
Shareholder in Section 3 hereof shall be true and correct on the Closing Date
with the same force and
6
effect as if they had been made on and as of said date; and the Company and
the Shareholder shall have performed all of the obligations and complied with
each and all of the covenants required to be performed or complied with by
them on or prior to the Closing.
(b) MATERIAL ADVERSE CHANGE. There shall not have occurred any
material adverse change to the business, assets, financial condition or
prospects of the Company.
(c) AUTHORIZATIONS AND APPROVALS. All authorizations, approvals,
or permits, if any, of any governmental authority or regulatory body of the
United States or of any state that are required in connection with
transactions contemplated by this Agreement shall have been duly obtained and
shall be effective on and as of the Closing. No stop order or other order
enjoining the sale of the Company Stock shall have been issued and no
proceedings for such purpose shall be pending.
(d) DELIVERY OF DOCUMENTS. The Company shall have delivered to
Purchaser all share certificates evidencing the Company Stock and such other
documents and instruments as Purchaser may reasonably request.
(e) CERTIFICATES. The President and Chief Financial Officer of
the Company shall deliver to Purchaser a certificate in which they certify
that all of their representations and warranties are true and correct, that
all obligations to be performed by them pursuant to this Agreement prior to
Closing have been performed, and that all of the conditions to Purchaser's
obligations provided for in this Section 5.1 have been satisfied.
5.2 CONDITIONS TO OBLIGATIONS OF THE COMPANY AT THE CLOSING. The
Company's obligations hereunder are subject to the fulfillment, at or prior
to the Closing, of all of the following conditions:
(a) REPRESENTATIONS AND WARRANTIES TRUE; PERFORMANCE OF
OBLIGATIONS. The representations and warranties made by Purchaser in Section
4 hereof shall be true and correct at the Closing Date, with the same force
and effect as if they had been made on and as of said date; and Purchaser
shall have performed all obligations herein required to be performed by it at
or prior to the Closing.
(b) AUTHORIZATIONS AND APPROVALS. All authorizations, approvals,
or permits, if any, of any governmental authority or regulatory body of the
United States or of any state that are required in connection with the
transactions contemplated by this Agreement shall have been duly obtained and
shall be effective on and as of the Closing. No stop order or other order
enjoining the sale of the Company Stock shall have been issued and no
proceedings for such purpose shall be pending or threatened by the Securities
and Exchange Commission, the California Commissioner of Corporations, or
7
any similar officer of any other federal or state agency having jurisdiction
over this transaction.
VI. CONDUCT OF BUSINESS PENDING CLOSING
During the period commencing on the date hereof and continuing through
the Closing Date, the Company and Shareholder jointly and severally covenant
and agree that:
6.1 QUALIFICATION. The Company shall maintain all qualifications to
transact business and remain in good standing in its jurisdiction of
incorporation and in the foreign jurisdictions in which it is qualified to
transact business.
6.2 ORDINARY COURSE. The Company shall conduct its business in the
ordinary course and shall not make or institute any unusual or novel methods
of management, accounting, or operation that vary materially from those
methods used by the Company as of the date of this Agreement. The Company
will use its best efforts to preserve its business organizations intact, to
keep available to Company its present officers and employees, and to preserve
its present relationships with suppliers, customers, and others having
business relationships with the Company.
6.3 CORPORATE MATTERS. The Company shall not (a) amend its Articles of
Incorporation or Bylaws; (b) issue any shares of its capital stock; (c) issue
or create any warrants, obligations, subscriptions, options, convertible
securities, or other commitments under which any additional shares of its
capital stock of any class might be directly or indirectly authorized,
issued, or transferred from treasury; or (d) agree to any of the acts listed
above.
6.4 INDEBTEDNESS. The Company shall not incur any indebtedness, sell
any debt securities or lend money to or guarantee the indebtedness of any
person or entity. The Company shall not restructure or refinance its existing
indebtedness.
6.5 DISPOSITION OF ASSETS. The Company shall not sell, transfer,
license, lease or otherwise dispose of, or suffer or cause the encumbrance by
any lien upon any of its properties or assets, tangible or intangible, or
upon any interest therein, except for sales in the ordinary course of its
business.
6.6 EMPLOYEES AND COMPENSATION. The Company shall not do, or agree to
do, any of the following acts: (a) make any change in compensation payable or
to become payable by it to any officer, employee, or representative; (b) make
any change in benefits payable to any officer, employee, or representative
under any bonus or other contract or commitment; or (c) modify any collective
bargaining agreement to which it is a party or by which it may be bound.
6.7 CONSENTS. The Company shall use its best efforts to obtain any
consent, authorization or approval of any person or entity required to be
obtained or made by any party
8
hereto in connection with the transactions contemplated hereby or the taking
of any action in connection with the consummation thereof.
6.8 MAINTENANCE OF INSURANCE. The Company shall maintain its policies
of insurance in full force and effect and shall not do, permit or willingly
allow to be done any act by which any of the policies may be suspended,
impaired or cancelled.
VII. INDEMNIFICATION
7.1 INDEMNIFICATION BY THE COMPANY AND THE SHAREHOLDER. The Company
and the Shareholder shall indemnify and hold harmless Purchaser against any
and all losses, liabilities, claims and expenses, including reasonable
attorneys' fees ("Losses"), sustained by Purchaser resulting from, arising
out of, or connected with any material inaccuracy in, breach of, or
nonfulfillment of any representation, warranty, covenant or agreement made by
or other obligation of the Company contained in this Agreement.
Notwithstanding the foregoing, the Company and the Shareholder shall not be
liable for any of Purchaser's lost profits or any incidental or consequential
damages.
7.2 INDEMNIFICATION BY PURCHASER. Purchaser shall indemnify and hold
harmless the Company and the Shareholder against any and all Losses sustained
by the Company and/or the Shareholder resulting from, arising out of, or
connected with any material inaccuracy in, breach of, or nonfulfillment of
any representation, warranty, covenant or agreement made by or other
obligation of Purchaser contained in this Agreement. Notwithstanding the
foregoing, Purchaser shall not be liable for any of the Company's or the
Shareholder's lost profits or any incidental or consequential damages.
7.3 PROCEDURES. In the event any third party asserts any claim with
respect to any matter as to which the indemnities in this Agreement relate,
the party against whom the claim is asserted (the "Indemnified Party") shall
give prompt notice to the other party (the "Indemnifying Party"), and the
Indemnifying Party shall have the right at its election to take over the
defense or settlement of the third party claim at its own expense by giving
prompt notice to the Indemnified Party. If the Indemnifying Party does not
give such notice and does not proceed diligently so to defend the third party
claim within thirty (30) days after receipt of the notice of the third party
claim, the Indemnifying Party shall be bound by any defense or settlement
that the Indemnified Party may make as to those claims and shall reimburse
the Indemnified Party for its Losses and expenses related to the defense or
settlement of the third party claim. The parties shall cooperate in defending
against any asserted third party claims. For purposes of this Section 7, the
indemnification of the Indemnified Party shall also include the
indemnification of the Indemnified Party's employees, agents, affiliates, and
third parties performing services for the Indemnified Party, and the
reference to this Agreement includes any certificate, schedule, list, summary
or other information provided or delivered to a party by the Indemnifying
Party or its agents and affiliates in connection with this Agreement.
9
VIII. MISCELLANEOUS
8.1 GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of the State of California as applied to agreements among
California residents, made and to be performed entirely within the State of
California.
8.2 SURVIVAL. The representations, warranties, covenants, and
agreements made herein shall survive any investigation made by Purchaser and
the closing of the transactions contemplated hereby. All statements as to
factual matters contained in any certificate or other instrument delivered by
or on behalf of the Company pursuant hereto or in connection with the
transactions contemplated hereby shall be deemed to be representations and
warranties by it hereunder as of the date of such certificate or instrument.
8.3 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors, and administrators of the
parties hereto.
8.4 ENTIRE AGREEMENT. This Agreement, the exhibits and schedules
hereto, and the other documents delivered pursuant hereto constitute the full
and entire understanding and agreement among the parties with regard to the
subject matter hereof and no party shall be liable or bound to any other
party in any manner by any representations, warranties, covenants, or
agreements except as specifically set forth herein or therein. Nothing in
this Agreement, express or implied, is intended to confer upon any party,
other than the parties hereto and their respective successors and assigns,
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided herein.
8.5 SEVERABILITY. In the event any provision of this Agreement shall
be invalid, illegal, or unenforceable, it shall, to the extent practicable,
be modified so as to make it valid, legal and enforceable and to retain as
nearly as practicable the intent of the parties, and the validity, legality,
and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
8.6 AMENDMENT AND WAIVER. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived only with the
written consent of the parties hereto.
8.7 NOTICE. All notices and other communications required or permitted
hereunder shall be in writing and shall be deemed effectively given upon
personal delivery or on the third day following mailing by registered or
certified mail, return receipt requested, postage prepaid, addressed: (a) if
to Purchaser, at its address as set forth at the end of this Agreement, or at
such other address as such Purchaser shall have furnished to the Company in
writing or (b) if to the Company, at its address as set forth at the end of
this Agreement, or at such other address as it shall have furnished to
Purchaser in writing.
10
8.8 CONSTRUCTION. The parties to this Agreement have participated
jointly in the negotiation and drafting of this Agreement and have had
competent counsel of their own choosing. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the parties and no presumption or burden
of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement.
8.9 HEADINGS. The headings of the paragraphs and subparagraphs of this
Agreement are for convenience of reference only and are not to be considered
in construing this Agreement.
8.10 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.
IN WITNESS WHEREOF, the foregoing Agreement is hereby executed as of the
date first above written.
PURCHASER ADDRESS:
AMERICAN TITLE COMPANY
17911 Von Karman Ave., Ste. 500
Irvine, California 92614
By: /s/ Michael C. Lowther
---------------------------------
Michael C. Lowther
Its: Chief Executive Officer
COMPANY ADDRESS:
FIDELITY NATIONAL ASSET RECOVERY
SERVICES, INC.
17911 Von Karman Ave., Ste. 300
Irvine, California 92614
By: /s/ M'Liss Jones Kane
---------------------------------
M'Liss Jones Kane
Its: Senior Vice President and
Secretary
SHAREHOLDER ADDRESS:
NATIONS TITLE, INC.
17911 Von Karman Ave., Ste. 300
Irvine, California 92614
By: /s/ Carl A. Strunk
---------------------------------
Carl A. Strunk
Its: Executive Vice President and
Chief Financial Officer
11
SCHEDULE 3.6
LIST OF MATERIAL CONTRACTS AND AGREEMENTS
12
SCHEDULE 3.7
EXCEPTIONS TO TITLE OF PROPERTIES AND ASSETS
13