EXHIBIT 4.4
Exhibit F
STOCK PLEDGE AGREEMENT
This STOCK PLEDGE AGREEMENT is made as of November 20, 1998, by and among
(a) COMPASS AEROSPACE CORPORATION, a Delaware corporation (the "BORROWER"), (b)
BRITTAIN MACHINE, INC., a Kansas corporation ("BRITTAIN"), (c) SEA-LECT
PRODUCTS, INC., a Delaware corporation ("SEA-LECT"), (d) each other entity that
becomes a party hereto pursuant to Section 20 hereof (each such entity, together
with the Borrower, Brittain and Sea-Lect, collectively, the "PLEDGORS") and (e)
BankBoston, N.A., a national banking association, as agent (hereinafter, in such
capacity, the "AGENT") for itself and the other lending institutions
(hereinafter, collectively, the "LENDERS") which are or may become parties to a
Credit Agreement, dated as of November 20, 1998 (as amended, modified,
supplemented or restated and in effect from time to time the "CREDIT
AGREEMENT"), among the Borrower, the other Pledgors, the Lenders, the Agent and
certain other parties thereto.
WHEREAS, the Pledgors are the direct or indirect legal and beneficial owner
of all of the issued and outstanding shares of each class of the capital stock
of their respective subsidiaries described on ANNEX A (the "SUBSIDIARIES"); and
WHEREAS, it is a condition precedent to the Lenders' making any loans or
otherwise extending credit to the Borrowers under the Credit Agreement that the
Pledgors execute and deliver to the Agent, for the benefit of the Lenders and
the Agent, a pledge agreement in substantially the form hereof;
NOW, THEREFORE, in consideration of the premises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. PLEDGE OF STOCK, ETC.
1.1. PLEDGE OF STOCK. Each Pledgor hereby pledges, assigns, grants a
security interest in, and delivers to the Agent, for the benefit of the
Lenders and the Agent, all of the shares of capital stock of its respective
Subsidiaries of every class, as more fully described on ANNEX A hereto,
which are owned by the Pledgors or, in the case of any UK Subsidiary,
sixty-five percent (65%) of the issued and outstanding shares of capital
stock of such UK Subsidiary, in each case as reflected in the column on
ANNEX A under the heading "PLEDGED SHARES", and all other Stock Collateral,
including all of the Stock Collateral pledged pursuant to Section 1.2
hereof, to be held by the Agent, for the benefit of the Lenders and the
Agent, subject to the
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terms and conditions hereinafter set forth. The certificates for
such shares, accompanied by stock powers or other appropriate instruments
of assignment thereof duly executed in blank by the applicable Pledgor,
have been delivered to the Agent.
1.2. ADDITIONAL STOCK. In case any Pledgor shall acquire any
additional shares of the capital stock of any Subsidiary or corporation
which is the successor of any Subsidiary, or any securities exchangeable
for or convertible into shares of such capital stock of any class of any
Subsidiary, by purchase, stock dividend, stock split or otherwise, then
such Pledgor shall forthwith deliver to and pledge such shares or other
securities to the Agent, for the benefit of the Lenders and the Agent,
under this Agreement and shall deliver to the Agent forthwith any
certificates therefor, accompanied by stock powers or other appropriate
instruments of assignment duly executed by such Pledgor in blank; PROVIDED
that the Pledgors shall not be required to so deliver and pledge any
additional shares of any UK Subsidiary to the extent that the aggregate of
the shares of capital stock of such UK Subsidiary delivered and pledged
hereunder would exceed sixty-five percent (65%) of the total issued and
outstanding shares of capital stock of such Subsidiary. Each Pledgor
agrees that the Agent may from time to time attach as ANNEX A hereto an
updated list of the shares of capital stock or securities at the time
pledged with the Agent hereunder.
1.3. PLEDGE OF CASH COLLATERAL ACCOUNT. Each Pledgor also hereby
pledges, assigns, grants a security interest in, and delivers to the Agent,
for the benefit of the Lenders and the Agent, the Cash Collateral Account
and all of the Cash Collateral as such terms are hereinafter defined.
2. DEFINITIONS. The term "OBLIGATIONS" and all other capitalized terms
used herein without definition shall have the respective meanings provided
therefor in the Credit Agreement. Terms used herein and not defined in the
Credit Agreement or otherwise defined herein that are defined in the Uniform
Commercial Code (the "UCC") have such defined meanings herein, unless the
context otherwise indicated or requires, and the following terms shall have the
following meanings:
CASH COLLATERAL. See Section 4.
CASH COLLATERAL ACCOUNT. See Section 4.
STOCK. Includes the shares of stock described in ANNEX A attached hereto
and any additional shares of stock at the time pledged with the Agent hereunder.
STOCK COLLATERAL. The property at any time pledged to the Agent hereunder
(whether described herein or not) and all income therefrom, increases therein
and proceeds thereof, including without limitation that
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included in Cash Collateral, but excluding from the definition of "STOCK
COLLATERAL" any income, increases or proceeds received by a Pledgor to the
extent expressly permitted by Section 6.
TIME DEPOSITS. See Section 4.
3. SECURITY FOR OBLIGATIONS. This Agreement and the security interest in
and pledge of the Stock Collateral hereunder are made with and granted to the
Agent, for the benefit of the Lenders and the Agent, as security for the payment
and performance in full of all the Obligations.
4. LIQUIDATION, RECAPITALIZATION, ETC.
4.1. DISTRIBUTIONS PAID TO AGENT. Any sums or other property paid or
distributed upon or with respect to any of the Stock, whether by dividend
or redemption or upon the liquidation or dissolution of the issuer thereof
or otherwise, shall, except to the extent provided in Section 6, be paid
over and delivered to the Agent to be held by the Agent, for the benefit of
the Lenders and the Agent, as security for the payment and performance in
full of all of the Obligations. In case, pursuant to the recapitalization
or reclassification of the capital of the issuer thereof or pursuant to the
reorganization thereof, any distribution of capital shall be made on or in
respect of any of the Stock or any property shall be distributed upon or
with respect to any of the Stock, the property so distributed shall be
delivered to the Agent, for the benefit of the Lenders and the Agent, to be
held by it as security for the Obligations. Except to the extent provided
in Section 6, all sums of money and property paid or distributed in respect
of the Stock, whether as a dividend or upon such a liquidation,
dissolution, recapitalization or reclassification or otherwise, that are
received by any Pledgor shall, until paid or delivered to the Agent, be
held in trust for the Agent, for the benefit of the Lenders and the Agent,
as security for the payment and performance in full of all of the
Obligations.
4.2. CASH COLLATERAL ACCOUNT. All sums of money that are delivered
to the Agent pursuant to this Section 4 shall be deposited into an interest
bearing account with the Agent (the "CASH COLLATERAL ACCOUNT"). Some or
all of the funds from time to time in the Cash Collateral Account may be
invested in time deposits, including, without limitation, certificates of
deposit issued by the Agent (such certificates of deposit or other time
deposits being hereinafter referred to, collectively, as "TIME DEPOSITS"),
that are satisfactory to the Agent after consultation with the Pledgors,
PROVIDED, that, in each such case, arrangements satisfactory to the Agent
are made and are in place to perfect and to insure the first priority of
the Agent's security interest therein. Interest earned on the Cash
Collateral Account and on the Time Deposits, and the principal of the Time
Deposits at maturity that is not invested in new Time Deposits, shall be
deposited
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in the Cash Collateral Account. The Cash Collateral Account, all
sums from time to time standing to the credit of the Cash Collateral
Account, any and all Time Deposits, any and all instruments or other
writings evidencing Time Deposits and any and all proceeds or any thereof
are hereinafter referred to as the "CASH COLLATERAL."
4.3. PLEDGORS' RIGHTS TO CASH COLLATERAL, ETC. Except as otherwise
expressly provided in Section 15, the Pledgors shall have no right to
withdraw sums from the Cash Collateral Account, to receive any of the Cash
Collateral or to require the Agent to part with the Agent's possession of
any instruments or other writings evidencing any Time Deposits.
5. WARRANTY OF TITLE; AUTHORITY. Each Pledgor hereby represents and
warrants that: (a) such Pledgor has good and marketable title to, and is the
sole record and beneficial owner of, its Stock described in Section 1, subject
to no pledges, liens, security interests, charges, options, restrictions or
other encumbrances except the pledge and security interest created by this
Agreement, (b) all of its Stock described in Section 1 is validly issued, fully
paid and non-assessable, (c) such Pledgor has full power, authority and legal
right to execute, deliver and perform its obligations under this Agreement and
to pledge and grant a security interest in all of its Stock Collateral pursuant
to this Agreement, and the execution, delivery and performance hereof and the
pledge of and granting of a security interest in its Stock Collateral hereunder
have been duly authorized by all necessary corporate or other action and do not
contravene any law, rule or regulation or any provision of such Pledgor's
Governing Documents or of any judgment, decree or order of any tribunal or of
any agreement or instrument to which the Company is a party or by which it or
any of its property is bound or affected or constitute a default thereunder, and
(d) the information set forth in ANNEX A hereto relating to its Stock is true,
correct and complete in all respects. Each Pledgor covenants that it will
defend the rights of the Lenders and the Agent and security interest of the
Agent, for the benefit of the Lenders and the Agent, in such Stock against the
claims and demands of all other persons whomsoever. Each Pledgor further
covenants that it will have the like title to and right to pledge and grant a
security interest in its respective Stock Collateral hereafter pledged or in
which a security interest is granted to the Agent hereunder and will likewise
defend the rights, pledge and security interest thereof and therein of the
Lenders and the Agent.
6. DIVIDENDS, VOTING, ETC., PRIOR TO MATURITY. Subject to the following
provisions of this Section 6, the Pledgors shall be entitled to receive all cash
dividends paid in respect of the Stock, to vote the Stock and to give consents,
waivers and ratifications in respect of the Stock; PROVIDED, HOWEVER, that no
vote shall be cast or consent, waiver or ratification given by any Pledgor if
the effect thereof would impair any of the Stock Collateral or be inconsistent
with or result in any violation of any of the provisions of the Credit
Agreement, the Notes or any of the other Loan Documents. All
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such rights of the Pledgors to receive cash dividends shall cease in case an
Enforcement Period is commenced prohibiting the payment of such dividends (it
being understood that all such cash dividends not otherwise applied by the
Agent during the Enforcement Period shall be returned to the applicable
Pledgor upon termination of the Enforcement Period) All such rights of any
Pledgor to vote and give consents, waivers and ratifications with respect to
the Stock shall, at the Agent's option, as evidenced by the Agent's notifying
such Pledgor of such election, cease in case a Default or an Event of Default
shall have occurred and be continuing.
7. REMEDIES.
7.1. IN GENERAL. If a Default or an Event of Default shall have
occurred and be continuing, the Agent shall thereafter have the following
rights and remedies (to the extent permitted by applicable law) in addition
to the rights and remedies of a secured party under the UCC, all such
rights and remedies being cumulative, not exclusive, and enforceable
alternatively, successively or concurrently, at such time or times as the
Agent deems expedient:
(a) if the Agent so elects and gives notice of such election to
such Pledgor, the Agent may vote any or all shares of the Stock
(whether or not the same shall have been transferred into its name or
the name of its nominee or nominees) for any lawful purpose,
including, without limitation, if the Agent so elects, for the
liquidation of the assets of the issuer thereof, and give all
consents, waivers and ratifications in respect of the Stock and
otherwise act with respect thereto as though it were the outright
owner thereof (each Pledgor hereby irrevocably constituting and
appointing the Agent the proxy and attorney-in-fact of such Pledgor,
with full power of substitution, to do so);
(b) the Agent may demand, sue for, collect or make any
compromise or settlement the Agent deems suitable in respect of any
Stock Collateral;
(c) the Agent may sell, resell, assign and deliver, or otherwise
dispose of any or all of the Stock Collateral, for cash or credit or
both and upon such terms at such place or places, at such time or
times and to such entities or other persons as the Agent thinks
expedient, all without demand for performance by the respective
Pledgor or any notice or advertisement whatsoever except as expressly
provided herein or as may otherwise be required by law;
(d) the Agent may cause all or any part of the Stock held by it
to be transferred into its name or the name of its nominee or
nominees; and
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(e) the Agent may set off against the Obligations any and all
sums deposited with it or held by it, including without limitation,
any sums standing to the credit of the Cash Collateral Account and any
Time Deposits issued by the Agent.
7.2. SALE OF STOCK COLLATERAL. In the event of any disposition of
the Stock Collateral as provided in clause (c) of Section 7.1, the Agent
shall give to the Pledgors at least five (5) Business Days prior written
notice of the time and place of any public sale of the Stock Collateral or
of the time after which any private sale or any other intended disposition
is to be made. Each Pledgor hereby acknowledges that five (5) Business
Days prior written notice of such sale or sales shall be reasonable notice.
The Agent may enforce its rights hereunder without any other notice and
without compliance with any other condition precedent now or hereunder
imposed by statute, rule of law or otherwise (all of which are hereby
expressly waived by each Pledgor, to the fullest extent permitted by law).
The Agent may buy any part or all of the Stock Collateral at any public
sale and if any part or all of the Stock Collateral is of a type
customarily sold in a recognized market or is of the type which is the
subject of widely-distributed standard price quotations, the Agent may buy
at private sale. The Agent may apply the cash proceeds actually received
from any sale or other disposition to the reasonable expenses of retaking,
holding, preparing for sale, selling and the like, to reasonable attorneys'
fees, travel and all other expenses which may be incurred by the Agent in
attempting to collect the Obligations or to enforce this Agreement or in
the prosecution or defense of any action or proceeding related to the
subject matter of this Agreement, and then to the Obligations.
7.3. PRIVATE SALES. Each Pledgor recognizes that the Agent may be
unable to effect a public sale of the Stock by reason of certain
prohibitions contained in the Securities Act, federal banking laws, and
other applicable laws, but may be compelled to resort to one or more
private sales thereof to a restricted group of purchasers. Each Pledgor
agrees that any such private sales may be at prices and other terms less
favorable to the seller than if sold at public sales and that such private
sales shall not by reason thereof be deemed not to have been made in a
commercially reasonable manner. The Agent shall be under no obligation to
delay a sale of any of the Stock for the period of time necessary to permit
the issuer of such securities to register such securities for public sale
under the Securities Act, or such other federal banking or other applicable
laws, even if the issuer would agree to do so. Subject to the foregoing,
the Agent agrees that any sale of the Stock shall be made in a commercially
reasonable manner, and each Pledgor agrees to use its best efforts to cause
the issuer or issuers of its respective Stock contemplated to be sold, to
execute and deliver, and cause the directors and officers of such issuer to
execute and deliver, all at such Pledgor's expense, all such
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instruments and documents, and to do or cause to be done all such other
acts and things as may be necessary or, in the reasonable opinion of the
Agent, advisable to exempt such Stock from registration under the
provisions of the Securities Act, and to make all amendments to such
instruments and documents which, in the opinion of the Agent, are necessary
or advisable, all in conformity with the requirements of the Securities Act
and the rules and regulations of the Securities and Exchange Commission
applicable thereto.
7.4. PLEDGORS' AGREEMENTS, ETC. Each Pledgor further agrees to do or
cause to be done all such other acts and things as may be reasonably
necessary to make any sales of any portion or all of the Stock pursuant to
this Section 7 valid and binding and in compliance with any and all
applicable laws (including, without limitation, the Securities Act, the
Securities Exchange Act of 1934, as amended, the rules and regulations of
the Securities and Exchange Commission applicable thereto and all
applicable state securities or "Blue Sky" laws), regulations, orders,
writs, injunctions, decrees or awards of any and all courts, arbitrators or
governmental instrumentalities, domestic or foreign, having jurisdiction
over any such sale or sales, all at such Pledgor's expense. Each Pledgor
further agrees that a breach of any of the covenants contained in this
Section 7 will cause irreparable injury to the Agent and the Lenders, that
the Agent and the Lenders have no adequate remedy at law in respect of such
breach and, as a consequence, agrees that each and every covenant contained
in this Section 7 shall be specifically enforceable against each Pledgor by
the Agent and each Pledgor hereby waives and agrees not to assert any
defenses against an action for specific performance of such covenants.
8. MARSHALLING. Neither the Agent nor any Lender shall be required to
marshal any present or future collateral security for (including but not limited
to this Agreement and the Stock Collateral), or other assurances of payment of,
the Obligations or any of them, or to resort to such collateral security or
other assurances of payment in any particular order. All of the Agent's rights
hereunder and of the Lenders and the Agent in respect of such collateral
security and other assurances of payment shall be cumulative and in addition to
all other rights, however existing or arising. To the extent that it lawfully
may, each Pledgor hereby agrees that it will not invoke any law relating to the
marshalling of collateral that might cause delay in or impede the enforcement of
the Agent's rights under this Agreement or under any other instrument evidencing
any of the Obligations or under which any of the Obligations is outstanding or
by which any of the Obligations is secured or payment thereof is otherwise
assured, and to the extent that it lawfully may each Pledgor hereby irrevocably
waives the benefits of all such laws.
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9. PLEDGORS' OBLIGATIONS NOT AFFECTED. The obligations of each Pledgor
hereunder shall remain in full force and effect without regard to, and shall not
be impaired by (a) any exercise or nonexercise, or any waiver, by the Agent or
any Lender of any right, remedy, power or privilege under or in respect of any
of the Obligations or any security thereof (including this Agreement); (b) any
amendment to or modification of the Credit Agreement, the Note, the other Loan
Documents or any of the Obligations; (c) any amendment to or modification of any
instrument (other than this Agreement) securing any of the Obligations,
including, without limitation, any of the Security Documents; or (d) the taking
of additional security for, or any other assurances of payment of, any of the
Obligations or the release or discharge or termination of any security or other
assurances of payment or performance for any of the Obligations; whether or not
the Pledgors' shall have notice or knowledge of any of the foregoing.
10. TRANSFER, ETC., BY PLEDGORS. Without the prior written consent of the
Agent, the Pledgors will not sell, assign, transfer or otherwise dispose of,
grant any option with respect to, or pledge or grant any security interest in or
otherwise encumber or restrict any of the Stock Collateral or any interest
therein, except for the pledge thereof and security interest therein provided
for in this Agreement.
11. FURTHER ASSURANCES. Each Pledgor will do all such acts, and will
furnish to the Agent all such financing statements, certificates, legal opinions
and other documents and will obtain all such governmental consents and corporate
approvals and will do or cause to be done all such other things as the Agent may
reasonably request from time to time in order to give full effect to this
Agreement and to secure the rights of the Lenders and the Agent hereunder, all
without any cost or expense to the Agent or any Lender. If the Agent so elects,
a photocopy of this Agreement may at any time and from time to time be filed by
the Agent as a financing statement in any recording office in any jurisdiction.
12. AGENT'S EXONERATION. Under no circumstances shall the Agent be deemed
to assume any responsibility for or obligation or duty with respect to any part
or all of the Stock Collateral of any nature or kind or any matter or
proceedings arising out of or relating thereto, other than (a) to exercise
reasonable care in the physical custody of the Stock Collateral and (b) after a
Default or an Event of Default shall have occurred and be continuing to act in a
commercially reasonable manner. Neither the Agent nor any Lender shall be
required to take any action of any kind to collect, preserve or protect its or
any Pledgor's rights in the Stock Collateral or against other parties thereto.
The Agent's prior recourse to any part or all of the Stock Collateral shall not
constitute a condition of any demand, suit or proceeding for payment or
collection of any of the Obligations.
13. NO WAIVER, ETC. Neither this Agreement nor any term hereof may be
changed, waived, discharged or terminated except by a written instrument
expressly referring to this Agreement and to the provisions so
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modified or limited, and executed by the Agent, with the consent of the
Required Lenders, and each Pledgor. No act, failure or delay by the Agent
shall constitute a waiver of its rights and remedies hereunder or otherwise.
No single or partial waiver by the Agent of any default or right or remedy
that it may have shall operate as a waiver of any other default, right or
remedy or of the same default, right or remedy on a future occasion. Each
Pledgor hereby waives presentment, notice of dishonor and protest of all
instruments, included in or evidencing any of the Obligations or the Stock
Collateral, and any and all other notices and demands whatsoever (except as
expressly provided herein or in the Credit Agreement).
14. NOTICE, ETC. All notices, requests and other communications
hereunder shall be made in the manner set forth in the Credit Agreement.
15. TERMINATION. Upon final payment and performance in full of the
Obligations, this Agreement shall terminate and the Agent shall, at the
Pledgors' expense, return such Stock Collateral and Cash Collateral in the
possession or control of the Agent as has not theretofore been disposed of
pursuant to the provisions hereof, together with any moneys and other
property at the time held by the Agent hereunder.
16. OVERDUE AMOUNTS. Until paid, all amounts due and payable by the
Pledgors shall be a debt secured by the Stock Collateral and shall bear,
whether before or after judgment, interest at the rate of interest for
overdue principal set forth in the Credit Agreement.
17. GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT IS INTENDED
TO TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each Pledgor agrees
that any suit for the enforcement of this Agreement may be brought in the
courts of the State of New York or any federal court sitting therein and
consents to the non-exclusive jurisdiction of such court and to service of
process in any such suit being made upon the Pledgors by mail at the address
specified in the Credit Agreement. Each Pledgor hereby waives any objection
that it may now or hereafter have to the venue of any such suit or any such
court or that such suit is brought in an inconvenient court.
18. WAIVER OF JURY TRIAL. EACH PLEDGOR WAIVES ITS RIGHT TO A JURY
TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN
CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE
PERFORMANCE OF ANY SUCH RIGHTS OR OBLIGATIONS. Each Pledgor (a) certifies
that neither the Agent or any Lender nor any representative, agent or
attorney of the Agent or any Lender has represented, expressly or otherwise,
that the Agent or any Lender would not, in the event of litigation, seek to
enforce the foregoing waivers and (b) acknowledges that, in entering into the
Credit Agreement and the other Loan Documents to which the Agent is a party,
the Agent and
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the Lenders are relying upon, among other things, the waivers and
certifications contained in this Section 18.
19. MISCELLANEOUS. The headings of each section of this Agreement are
for convenience only and shall not define or limit the provisions thereof.
This Agreement and all rights and obligations hereunder shall be binding upon
each Pledgor and its respective successors and assigns, and shall inure to
the benefit of the Agent and the Lenders and their respective successors and
assigns. If any term of this Agreement shall be held to be invalid, illegal
or unenforceable, the validity of all other terms hereof shall be in no way
affected thereby, and this Agreement shall be construed and be enforceable as
if such invalid, illegal or unenforceable term had not been included herein.
Each Pledgor acknowledges receipt of a copy of this Agreement.
20. ADDITIONAL PLEDGORS. It is understood and agreed that any
Subsidiary of any party that is required to execute a counterpart of this
Agreement after the date hereof pursuant to the Credit Agreement shall become
a Pledgor hereunder by executing a counterpart hereof or assumption agreement
with respect hereto, in form and substance satisfactory to the Agent, and
delivering the same to the Agent.
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IN WITNESS WHEREOF, intending to be legally bound, each of the Pledgors and
the Agent have caused this Agreement to be executed as of the date first above
written.
COMPASS AEROSPACE CORPORATION
By:
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Name:
Title:
BRITTAIN MACHINE, INC.
By:
--------------------------------
Name:
Title:
SEA-LECT PRODUCTS, INC.
By:
--------------------------------
Name:
Title:
BANKBOSTON, N.A., as Agent
By:
--------------------------------
Name:
Title:
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The undersigned Subsidiaries hereby join in the above Agreement for
Sections 6 and 7 thereof, the undersigned hereby agreeing to cooperate fully and
in good faith with the Agent and the Pledgors in carrying out such provisions.
WESTERN METHODS MACHINERY
CORPORATION
By:
--------------------------------
Name:
Title:
AEROMIL ENGINEERING COMPANY
By:
--------------------------------
Name:
Title:
BARNES MACHINE INCORPORATED
By:
--------------------------------
Name:
Title:
BRITTAIN MACHINE, INC.
By:
--------------------------------
Name:
Title:
SEA-LECT PRODUCTS, INC.
By:
--------------------------------
Name:
Title:
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WICHITA MANUFACTURING, INC.
By:
--------------------------------
Name:
Title:
J&J LEASING, INC.
By:
--------------------------------
Name:
Title:
CWE ACQUISITION CO.
By:
--------------------------------
Name:
Title:
LAMSCO WEST, INC.
By:
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Name:
Title: