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Full Doc
 | 2003 |
Change-in-Control Agreement
Change-in-Control Agreement (28K)
Doc #166177: Click preview link for longer preview.
CHANGE-IN-CONTROL AGREEMENT
THIS AGREEMENT (this "Agreement"), dated as of March 1, 2003, is between
John M. Kehoe, Jr., an individual ("Employee"), and The General Chemical Group
Inc., a Delaware corporation (the "Company" or "GCG").
R E C I T A L S
WHEREAS, the Company and its subsidiaries are in the business of
manufacturing, selling and distributing sodium carbonate (soda ash) and ice and
dust control products, including without limitation, calcium chloride in North
America (the "Business");
WHEREAS, the Company may in the future contemplate the sale or merger of
the Company, its key operating subsidiaries or the Business, and will require
Employee's assistance in the diligence process, the marketing and sale and the
closing of the transaction;
WHEREAS, as a result of the foregoing and because of his/her value to the
Company, the Company wishes to induce Employee, as a key employee of one of the
Company's subsidiaries, to continue its employment with the Company; and
WHEREAS, in consideration for such assistance the Company is willing to
provide to Employee the benefits described in this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants contained herein, Employee and the Company hereby agree as follows:
1. Definitions.
(a) A "Change-in-Control" shall be deemed to have taken place if, as
a result: (i) The Existing Shareholders cease to be the
"beneficial owners" (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act, except that a person shall be deemed to have
"beneficial ownership" of all shares that any such person has the
right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of at
least 50% in the aggregate of the total voting power of stock of
the Company (including specifically General Chemical Industrial
Products), whether as a result of issuance of securities of the
Company, (including specifically General Chemical Industrial
Products), any merger, consolidation, liquidation or dissolution
of the Company (including specifically General Chemical
Industrial Products), any direct or indirect transfer of
securities by parent corporation or otherwise (for purposes of
this clause (i) and clause (ii) below, the Existing Shareholders
shall be deemed to beneficially own any voting stock of a
corporation (the "Specified Corporation") held by any other
corporation (the "Parent
1
{PAGE}
Corporation") so long as the Existing Shareholders beneficially
own (as so defined), directly or indirectly, at least 50% in the
aggregate, of the voting power of the voting stock of the Parent
Corporation); (ii) Any "person" (as such term is used in Section
13 (d) and 14 (d) of the Exchange Act), other than one or more of
the Existing Shareholders, is or becomes the beneficial owner (as
defined in clause (i) above), directly or indirectly, of more
than thirty-five percent (35%) of the total voting power of the
stock of the Company (including specifically General Chemical
Industrial Products); provided, however, that the Existing
Shareholders "beneficially own" (as so defined), directly or
indirectly, in the aggregate a lesser percentage of the total
voting power of stock of the Company (including specifically
General Chemical Industrial Products) than such other person and
do not have the right or ability by voting power, contract or
otherwise to elect or designate for election a majority of the
Board of Directors of the Company (including specifically General
Chemical Industrial Products) (for the purposes of this clause
(ii), such other person shall be deemed to beneficially own any
voting stock of a Specified Corporation held by a Parent
Corporation, if such other person "beneficially owns" (as so
defined), directly or indirectly, more than 35% of the voting
power of the voting stock of such Parent Corporation and the
Existing Shareholders "beneficially own" (as so defined),
directly or indirectly, in the aggregate a lesser percentage of
the voting power of the voting stock of such Parent Corporation
and do not have the right or ability by voting power, contract or
otherwise to elect or designate for election a majority of the
Board of Directors of such Parent Corporation); (iii) Any period
of two (2) consecutive years transpires and individuals who at
the beginning of such period constituted the Board of Directors
of the Company (including specifically General Chemical
Industrial Products) (together with any new directors whose
election by such Board of Directors or whose nomination for
election by the shareholders of the Company (including
specifically General Chemical Industrial Products) was approved
by a vote of 66-2/3% of the directors of the Company (including
specifically General Chemical Industrial Products) then still in
office who were either directors at the beginning of such period
or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the
Board of Directors of the Company (including specifically General
Chemical Industrial Products) then in office; or (iv) assets are
sold to other than an Existing Shareholder, or a company
controlled by an Existing Shareholder and the value of which
totals more than 50% of the then asset value of General Chemical
Industrial Products.
(b) "Cause" means (i) any act or acts by Employee resulting or
intended to result directly or indirectly in material gain or
personal enrichment of Employee at the expense of the Company;
(ii) Employee's indictment for
166177
|
General Chemical
As referenced in this Change-in-Control Agreement:
General Chemical Group
– of March 1, 2003, is between
John M. Kehoe, Jr., an individual ("Employee"), and The General Chemical Group
Inc., a Delaware corporation (the "Company" or "GCG").
R E C I T A
General Chemical Group – individuals and charitable
foundations who/which, as of the Effective Date, are shareholders
of The General Chemical Group Inc., their present or future
spouses and descendants and any trusts established for the
benefit
General Chemical Group – 82 Ducks Head
PO Box 755
New Castle, NH 03854
If to the Company: The General Chemical Group Inc.
Liberty Lane
Hampton, New Hampshire
Attn: Secretary
with a copy to the General Counsel
GENERAL CHEMICAL
GROUP – of the date first above written.
EMPLOYEE:
/s/ John M. Kehoe, Jr.
---------------------------------
THE COMPANY:
THE GENERAL CHEMICAL
GROUP INC.
By: /s/ John D. Sanford
--------------------------
Name: John D. Sanford
Title: Executive Vice President,
Finance
dt 21761
;
John M. Kehoe, Jr.;
| General Chemical Industrial Products Inc.
|
Preview
Full Doc
| 2003 |
Change-In-Control Agreement
Change-In-Control Agreement (28K)
Doc #227438: Click preview link for longer preview.
CHANGE-IN-CONTROL AGREEMENT
THIS AGREEMENT (this "Agreement"), dated as of March 1, 2003, is between
John M. Kehoe, Jr., an individual ("Employee"), and The General Chemical Group
Inc., a Delaware corporation (the "Company" or "GCG").
R E C I T A L S
WHEREAS, the Company and its subsidiaries are in the business of
manufacturing, selling and distributing sodium carbonate (soda ash) and ice and
dust control products, including without limitation, calcium chloride in North
America (the "Business");
WHEREAS, the Company may in the future contemplate the sale or merger of
the Company, its key operating subsidiaries or the Business, and will require
Employee's assistance in the diligence process, the marketing and sale and the
closing of the transaction;
WHEREAS, as a result of the foregoing and because of his/her value to the
Company, the Company wishes to induce Employee, as a key employee of one of the
Company's subsidiaries, to continue its employment with the Company; and
WHEREAS, in consideration for such assistance the Company is willing to
provide to Employee the benefits described in this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants contained herein, Employee and the Company hereby agree as follows:
1. Definitions.
(a) A "Change-in-Control" shall be deemed to have taken place if, as
a result: (i) The Existing Shareholders cease to be the
"beneficial owners" (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act, except that a person shall be deemed to have
"beneficial ownership" of all shares that any such person has the
right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of at
least 50% in the aggregate of the total voting power of stock of
the Company (including specifically General Chemical Industrial
Products), whether as a result of issuance of securities of the
Company, (including specifically General Chemical Industrial
Products), any merger, consolidation, liquidation or dissolution
of the Company (including specifically General Chemical
Industrial Products), any direct or indirect transfer of
securities by parent corporation or otherwise (for purposes of
this clause (i) and clause (ii) below, the Existing Shareholders
shall be deemed to beneficially own any voting stock of a
corporation (the "Specified Corporation") held by any other
corporation (the "Parent
1
{PAGE}
Corporation") so long as the Existing Shareholders beneficially
own (as so defined), directly or indirectly, at least 50% in the
aggregate, of the voting power of the voting stock of the Parent
Corporation); (ii) Any "person" (as such term is used in Section
13 (d) and 14 (d) of the Exchange Act), other than one or more of
the Existing Shareholders, is or becomes the beneficial owner (as
defined in clause (i) above), directly or indirectly, of more
than thirty-five percent (35%) of the total voting power of the
stock of the Company (including specifically General Chemical
Industrial Products); provided, however, that the Existing
Shareholders "beneficially own" (as so defined), directly or
indirectly, in the aggregate a lesser percentage of the total
voting power of stock of the Company (including specifically
General Chemical Industrial Products) than such other person and
do not have the right or ability by voting power, contract or
otherwise to elect or designate for election a majority of the
Board of Directors of the Company (including specifically General
Chemical Industrial Products) (for the purposes of this clause
(ii), such other person shall be deemed to beneficially own any
voting stock of a Specified Corporation held by a Parent
Corporation, if such other person "beneficially owns" (as so
defined), directly or indirectly, more than 35% of the voting
power of the voting stock of such Parent Corporation and the
Existing Shareholders "beneficially own" (as so defined),
directly or indirectly, in the aggregate a lesser percentage of
the voting power of the voting stock of such Parent Corporation
and do not have the right or ability by voting power, contract or
otherwise to elect or designate for election a majority of the
Board of Directors of such Parent Corporation); (iii) Any period
of two (2) consecutive years transpires and individuals who at
the beginning of such period constituted the Board of Directors
of the Company (including specifically General Chemical
Industrial Products) (together with any new directors whose
election by such Board of Directors or whose nomination for
election by the shareholders of the Company (including
specifically General Chemical Industrial Products) was approved
by a vote of 66-2/3% of the directors of the Company (including
specifically General Chemical Industrial Products) then still in
office who were either directors at the beginning of such period
or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the
Board of Directors of the Company (including specifically General
Chemical Industrial Products) then in office; or (iv) assets are
sold to other than an Existing Shareholder, or a company
controlled by an Existing Shareholder and the value of which
totals more than 50% of the then asset value of General Chemical
Industrial Products.
(b) "Cause" means (i) any act or acts by Employee resulting or
intended to result directly or indirectly in material gain or
personal enrichment of Employee at the expense of the Company;
(ii) Employee's indictment for
227438
|
General Chemical
As referenced in this Change-In-Control Agreement:
General Chemical Group
– of March 1, 2003, is between
John M. Kehoe, Jr., an individual ("Employee"), and The General Chemical Group
Inc., a Delaware corporation (the "Company" or "GCG").
R E C I T A
General Chemical Group – individuals and charitable
foundations who/which, as of the Effective Date, are shareholders
of The General Chemical Group Inc., their present or future
spouses and descendants and any trusts established for the
benefit
General Chemical Group – 82 Ducks Head
PO Box 755
New Castle, NH 03854
If to the Company: The General Chemical Group Inc.
Liberty Lane
Hampton, New Hampshire
Attn: Secretary
with a copy to the General Counsel
GENERAL CHEMICAL
GROUP – of the date first above written.
EMPLOYEE:
/s/ John M. Kehoe, Jr.
---------------------------------
THE COMPANY:
THE GENERAL CHEMICAL
GROUP INC.
By: /s/ John D. Sanford
--------------------------
Name: John D. Sanford
Title: Executive Vice President,
Finance
dt 57433
;
| John M. Kehoe, Jr.
|
Preview
Full Doc
| 2001 |
Credit Agreement [Amendment No. 1]
Credit Agreement [Amendment No. 1] (44K)
Doc #227479: Click preview link for longer preview.
FIRST AMENDMENT, dated as of March 7, 2001 (this "Amendment"), to the
Credit Agreement, dated as of April 30, 1999 (the "Credit Agreement"), among
General Chemical Industrial Products Inc. (the "Company") and General Chemical
Canada Ltd. (the "Canadian Borrower," and, together with the Company, the
"Borrowers"), the several banks and other financial institutions or entities
from time to time parties thereto (the "Lenders"), The Bank of Nova Scotia, as
Syndication Agent, Bank One, NA (Main Office Chicago), as Documentation Agent,
The Chase Manhattan Bank of Canada, as Canadian Administrative Agent, and The
Chase Manhattan Bank, as administrative agent (in such capacity, the
"Administrative Agent").
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreement the Lenders have agreed to
make, and have made, certain extensions of credit to the Borrowers;
WHEREAS, the Company has requested that the Lenders amend, and the
Lenders have agreed to amend, certain of the provisions of the Credit Agreement
upon the terms and subject to the conditions set forth below;
WHEREAS, certain of the amendments to the Credit Agreement set forth
herein are intended to be permanent (the "Permanent Amendments"), and certain of
the amendments to the Credit Agreement set forth herein are intended to be in
effect (the "Temporary Amendments") only during the Temporary Amendment Period
(as hereinafter defined);
NOW, THEREFORE, the parties hereto hereby agree that the Credit
Agreement will be amended as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise
defined are used herein as defined in the Credit Agreement.
2. Permanent Amendments. The following amendments, waivers and
limitations shall be permanent amendments to the Credit Agreement.
2A. Amendment to Subsection 1.1. (a) Subsection 1.1 of the Credit
Agreement is hereby amended by adding the following defined terms in proper
alphabetical order:
"Canadian Schedule III Lender": each Canadian Revolving Credit Lender
that is a bank listed on Schedule III to the Bank Act (Canada), as amended,
that is not subject to the restrictions and requirements referred to in
subsection 524(2) of the Bank Act (Canada), as amended.
"China Joint Venture": the joint venture or ventures formed by the
Company, through the China Joint Venture Subsidiary, with one or more
Affiliates of the Tangshan Sanyo (Alkali) Group Ltd. for the development,
construction and operation of a calcium chloride production facility in the
Peoples Republic of China, and the marketing, sale and distribution of
calcium chloride and/or soda ash.
"China Joint Venture Subsidiary": the newly created Subsidiary that
will hold the Company's interest in the China Joint Venture (including
through Subsidiaries thereof that directly hold the China Joint Venture).
The China Joint Venture Subsidiary will be
{PAGE}
2
engaged solely in the business of owning and maintaining the China Joint
Venture (including through Subsidiaries thereof) and shall be the sole
owner of the Company's direct and indirect equity interests in the China
Joint Venture. Except to the extent permitted by the next sentence, the
Borrowers agree that neither they nor their Subsidiaries (other than the
China Joint Venture Subsidiary and its subsidiaries) will incur any
Guarantee Obligation or provide any credit support in respect of any
obligation of the China Joint Venture Subsidiary, all of which obligations
shall be non-recourse to the Borrowers and the Subsidiaries (other than the
China Joint Venture Subsidiary and its subsidiaries), except to the extent
permitted by subsection 7.10(i). The Borrower and its Subsidiaries may make
Investments in respect of the China Joint Venture and the China Joint
Venture Subsidiary only to the extent permitted by subsection 7.10(i).
"First Amendment": the First Amendment dated as of March 7, 2001 to
this Agreement.
"First Amendment Effective Date": the date on which the First Amendment
becomes effective in accordance with its terms.
"2001 Equity Contribution": the receipt by Holdings on or after the
First Amendment Effective Date and prior to June 30, 2001 of at least
$10,000,000 in net cash proceeds from the issuance of its new common equity
(by rights offering or otherwise) and the contribution of such proceeds
directly (or indirectly through Intermediate Holding) to the common equity
of the Company.
(b) The definition of "Affiliate" set forth in subsection 1.1 of the
Credit Agreement is amended by adding the following at the end thereof:
The China Joint Venture Subsidiary shall be deemed to be an Affiliate
of the Company for purposes of the Loan Documents.
(c) The definition of "Canadian Scheduled Lender" set forth in
subsection 1.1 of the Credit Agreement is amended by deleting the definition of
"Canadian Scheduled Lender" in its entirety and inserting in lieu thereof the
following:
"Canadian Scheduled Lender": a Canadian Schedule I Lender, a Canadian
Schedule II Lender or a Canadian Schedule III Lender.
(d) The definition of "Consolidated Non-Cash Charges" set forth in
subsection 1.1 of the Credit Agreement is amended by adding the following at the
end thereof:
provided, however, that only 51% (or such other percentage as is
equal to the Company's equity interest in Soda Ash Partners) of
the depreciation, amortization and other non-cash expenses of
Soda Ash Partners shall be included in such calculation.
227479
|
 Nova Scotia
As referenced in this Credit Agreement [Amendment No. 1]:
Bank of Nova Scotia, – and other financial institutions or entities
from time to time parties thereto (the "Lenders"), The Bank of Nova Scotia, as
Syndication Agent, Bank One, NA (Main Office Chicago), as Documentation Agent,
The Chase
Bank of Nova Scotia – refund, the Company (or the Borrowers) shall have created
an unblocked bank account at The Bank of Nova Scotia and directed the
Canadian government to deposit any and all of its 2000 tax refund
BANK OF NOVA SCOTIA
– as Canadian Administrative Agent
By /s/Christine Chan /s/Drew McDonald
--------------------------------------
Title: Vice Presidents
THE BANK OF NOVA SCOTIA
By /s/Brian S. Allen
--------------------------------------
Title: Managing Director
BANK ONE, NA (MAIN OFFICE CHICAGO)
dt 50427
;
Bank One
As referenced in this Credit Agreement [Amendment No. 1]:
Bank One, NA – banks and other financial institutions or entities
from time to time parties thereto (the "Lenders"), The Bank of Nova Scotia, as
Syndication Agent, Bank One, NA (Main Office Chicago), as Documentation Agent,
The Chase Manhattan Bank of Canada, as Canadian Administrative Agent, and The
Chase Manhattan Bank, as
_____________
BANK ONE, NA – By /s/Christine Chan /s/Drew McDonald
--------------------------------------
Title: Vice Presidents
THE BANK OF NOVA SCOTIA
By /s/Brian S. Allen
--------------------------------------
Title: Managing Director
BANK ONE, NA (MAIN OFFICE CHICAGO)
By /s/ [illegible]
--------------------------------------
Title: [illegible]
DEUTSCHE BANK
By /s/ [illegible]
---------------
Title: [illegible]
MELLON BANK, N.A.
By /s/Charles
_____________
dt 100339
;
|
Chase Manhattan
As referenced in this Credit Agreement [Amendment No. 1]:
Chase Manhattan Bank – time parties thereto (the "Lenders"), The Bank of Nova Scotia, as
Syndication Agent, Bank One, NA (Main Office Chicago), as Documentation Agent,
The Chase Manhattan Bank of Canada, as Canadian Administrative Agent, and The
Chase Manhattan Bank, as administrative agent (in such capacity, the
"Administrative Agent").
W I T
_____________
Chase Manhattan Bank, – Syndication Agent, Bank One, NA (Main Office Chicago), as Documentation Agent,
The Chase Manhattan Bank of Canada, as Canadian Administrative Agent, and The
Chase Manhattan Bank, as administrative agent (in such capacity, the
"Administrative Agent").
W I T N E S S E T H :
WHEREAS, pursuant to
_____________
CHASE MANHATTAN BANK, – David S. Graziosi
--------------------------------------
Title: Vice President and CFO
GENERAL CHEMICAL CANADA LTD.
By /s/David S. Graziosi
--------------------------------------
Title: Vice President and CFO
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By /s/Stacey Haimes
--------------------------------------
Title: [illegible]
THE CHASE MANHATTAN BANK OF
CANADA, as Canadian Administrative
_____________
CHASE MANHATTAN BANK – Title: Vice President and CFO
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By /s/Stacey Haimes
--------------------------------------
Title: [illegible]
THE CHASE MANHATTAN BANK OF
CANADA, as Canadian Administrative Agent
By /s/Christine Chan /s/Drew McDonald
--------------------------------------
Title: Vice Presidents
THE BANK OF NOVA SCOTIA
By /s/
_____________
dt 102301
;
General Chemical Industrial Products Inc.;
General Chemical Canada Ltd.
|
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Full Doc
| 2001 |
Certificate of Incorporation [Certificate of Amendment to Amended and Restated]
Certificate of Incorporation [Certificate of Amendment to Amended and Restated] (5K)
Doc #227462: Click preview link for longer preview.
CERTIFICATE OF AMENDMENT
OF
THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
THE GENERAL CHEMICAL GROUP INC.
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
The General Chemical Group Inc. (the "Corporation"), a
corporation organized under the General Corporation Law of the State of Delaware
(the "DGCL"), hereby certifies as follows:
FIRST: That the Board of Directors of the Corporation has duly
adopted a resolution authorizing the Corporation to reclassify and change each
share of the Corporation's common stock, par value $0.01 per share, into 0.10
shares of common stock, par value $0.01 per share, and each share of the
Corporation's class B common stock, par value $0.01 per share, into 0.10 shares
of class B common stock, par value $0.01 per share.
227462
|
General Chemical
As referenced in this Certificate of Incorporation [Certificate of Amendment to Amended and Restated]:
GENERAL CHEMICAL GROUP – PAGE} 1
CERTIFICATE OF AMENDMENT
OF
THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
THE GENERAL CHEMICAL GROUP INC.
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
General Chemical Group – Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
The General Chemical Group Inc. (the "Corporation"), a
corporation organized under the General Corporation Law of the State of
dt 57453
| |
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Full Doc
| 2002 |
Employment Agreement
Employment Agreement (43K)
Doc #1125671: Click preview link for longer preview.
<TEXT>
<PAGE>
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement") is entered into by and
between Fisher Scientific International, Inc., a Delaware corporation (the
"Company") and Paul M. Montrone (the "Executive"), dated as of the 31st day of
December, 2001.
1. TERM OF THE AGREEMENT. This Agreement shall commence as of
December 31, 2001 (the "Effective Date") and end on December 31, 2006 (the
"Initial Employment Period" and, together . . .
1125671
|
General Chemical
As referenced in this Employment Agreement:
General Chemical Group, – be a violation of
this Agreement for the Executive to (A) serve on corporate, civic, charitable,
governmental or religious boards or committees, (B) to manage or participate in
activities of General Chemical Group, GenTek Inc.and Latona Associates, Inc., in
a manner consistent with his current practice, (C) deliver lectures, fulfill
speaking engagements or teach at educational institutions, (D) participate in
political
_____________
dt 1550345
;
Fisher
As referenced in this Employment Agreement:
Fisher Scientific International, Inc. – DESCRIPTION>EX-10.1 EMPLOYMENT AGREEMENT WITH PAUL M. MONTRONE
<TEXT>
<PAGE>
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement") is entered into by and
between Fisher Scientific International, Inc. , a Delaware corporation (the
"Company") and Paul M. Montrone (the "Executive"), dated as of the 31st day of
December, 2001.
1. TERM OF THE AGREEMENT. This Agreement shall commence
_____________
Fisher Scientific International Inc. – certified mail, return receipt requested, postage prepaid, addressed as
follows:
IF TO THE EXECUTIVE:
Paul M. Montrone
Great Hill
Hampton Falls, NH 03844
IF TO THE COMPANY:
Attention: General Counsel
Fisher Scientific International Inc.
Liberty Lane
Hampton, NH 03842
Or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be
_____________
Fisher Scientific
International Inc. – Company, to require the Company to purchase
all, but not less than all, of the 51,667 Executive Performance Options (the
"Put Options") granted to the Executive pursuant to the Fisher Scientific
International Inc. 1998 Equity and Incentive Plan (the "1998 Option Plan"), for
an aggregate purchase price (the "Put Price") of $5,000,000 in cash, subject to
the provisions of this
_____________
FISHER SCIENTIFIC INTERNATIONAL, INC. – has
caused this Agreement to be executed in its name on its behalf, all as of the
day and year first above written.
/s/ Paul M. Montrone
----------------------------------------
PAUL M. MONTRONE
FISHER SCIENTIFIC INTERNATIONAL, INC.
/s/ Kevin P. Clark
-------------------------------------
By: KEVIN P. CLARK
14
</TEXT>
</DOCUMENT>
|