Long Term Agreement
NO. 902178
This Long Term Agreement NO. 902178 ("Agreement") is made as of February 25,
1999, between UNITED TECHNOLOGIES CORPORATION, XXXXXXXX STANDARD DIVISION
("Buyer"), a Delaware corporation having a place of business at One Xxxxxxxx
Road, Windsor Locks, Connecticut, USA, and UTMC Microelectronic Systems Inc.,
("Seller") a Delaware corporation having a place of business at 0000
Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxx, XXX (hereinafter
collectively referred to as the "Parties").
WHEREAS, Buyer wishes to purchase certain Supplies from Seller to be
manufactured by Seller utilizing wafer and die stock furnished by Buyer
("Supplies");
WHEREAS, Seller wishes to sell such Supplies to Buyer; and,
WHEREAS, the Parties wish to enter into an agreement covering the terms and
conditions under which Buyer will purchase, and Seller will sell, such
Supplies;
NOW, THEREFORE, IN CONSIDERATION OF the promises, mutual covenants and
agreements herein contained, the Parties agree as follows:
1. SUPPLIES TO BE FURNISHED
1.1 Seller shall furnish the Supplies set forth in Exhibit A to the
Buyer in the quantities and at the times required by the Buyer's
Purchase Orders and Releases and pursuant to the terms of this
Agreement. Buyer's specific documents and procedures for issuing, and
Seller's procedures for accepting, Purchase Orders and Releases are set
forth in this Agreement. Except as otherwise provided in Section 3.2,
the sale of supplies or other goods manufactured utilizing wafer and die
stock procured by Seller from sources other than the stock furnished by
the Buyer is not governed by this Agreement.
2. PRICES AND PAYMENT
2.1 The firm, fixed prices for Supplies ordered in specified quantities
are set forth in Exhibit A. These prices represent the last transfer
price between Seller and Buyer, less the portion of the transfer price
that represents the cost of the Wafers inventoried for Buyer as
described in Article 9. These prices are in United States (U.S.) Dollars
and exclude all taxes, duties and other charges associated with the sale
of Supplies. The price shall be fixed according to the quantity of each
part number ordered in the annual Purchase Order issued by the Buyer as
set forth in Article 4 herein.
2.2 With the exception of the part numbers listed in Exhibit B, Buyer
shall not issue and Seller shall not be obligated to perform under any
purchase order with respect to any part number for which the quantity
ordered therein is less than twenty-five (25).
2.3 Payment terms for all Supplies delivered pursuant to this Agreement
shall be Net 30 days.
2.4 Prices shall remain fixed and not subject to economic price
adjustment for deliveries for the term of this Agreement.
2.5 In the event Seller makes an engineering change to a part identified
on Exhibit A that results in the assignment of a different part number
to such re-engineered part (each, a "Modified Part"), Buyer and Seller
shall negotiate in good faith an appropriate price for such Modified
Part, taking into consideration the price of the original part as set
forth on Exhibit A, the costs incurred and effort expended by Seller in
making the engineering change and the projected ability of Seller to
recover its investment in making the engineering change through sales
other than to Buyer. Upon agreement of Buyer and Seller on an
appropriate price for a Modified Part, the Modified Part shall, ipso
facto, be incorporated into Exhibit A for purposes of this Agreement.
3. DELIVERY
3.1 Seller agrees to deliver the Supplies in accordance with the Buyer's
Purchase Order and Releases issued thereunder; provided, that deliveries
will not be required earlier than the Lead Time set forth in the
Agreement. Seller acknowledges and understands that the Buyer may issue
or otherwise request Need Dates for Supplies in less than Lead Time. In
such cases, Seller agrees to undertake its best efforts to meet such
Need Dates. In order to assist Seller in planning for the delivery of
Supplies, the Buyer shall provide forecasts of its needs to Seller in
accordance with Article 4 herein. Notwithstanding the foregoing, during
the six-month period commencing as of the date hereof (the "Initial
Period"), Seller has the right to (a) accelerate delivery of Supplies
specified on the Purchase Order to the extent necessary to meet its
delivery requirements hereunder, upon prior approval of Buyer, which
approval shall not be unreasonably withheld, and (b) to delay delivery
of the Supplies required by any Release due to the inability of Seller
to procure sufficient quantities of packaging materials, provided that
at the conclusion of the Initial Period Seller shall have delivered
Supplies the aggregate value of which (i.e., quantity times price) shall
be equal to the aggregate value of Supplies required by all such
Releases issued during the Initial Period, subject to (a) above and
Section 3.4.
3.2 Buyer agrees to issue a Purchase Order and subsequent Releases for
delivery of Supplies under this Agreement, and make other purchases from
the Seller of integrated circuit products and ancillary services, in an
amount equal to or greater than Seven Million Nine Hundred Eighty
Thousand U.S. Dollars ($7,980,000) during the first twenty-four months
following the date of this Agreement at not less than the following
aggregate rates:
o Four Hundred and Forty Thousand U.S. Dollars ($440,000) per month
for the first four (4) months;
o Three Hundred and Sixty Thousand U.S. Dollars ($360,000) per
month for the next six (6) months; and
o Two Hundred and Ninety Thousand U.S. Dollars ($290,000) per month
for the next fourteen (14) months;
provided, that Buyer shall be entitled to a credit against its
subsequent purchase obligations under this Article 3.2 to the full
extent that its purchases in any month exceed the aggregate rate for
that month stated herein.
3.3 Seller shall maintain an inventory of specialized packing materials
(including but not limited to ceramic cer-quads and "xxxx-edge clips")
required to package the Supplies, in such quantity to ensure the delivery
of the Supplies within the specified Lead time.
3.4 The lead time ("Lead Time") for the Supplies shall be eight (8) weeks.
4. PURCHASE ORDERS AND RELEASES
The Buyer shall issue a single Purchase Order to the Supplier of even date
herewith, and annually thereafter for the duration of this Agreement,
prescribing (i) its annual requirement for each part number listed on
Exhibit A and the schedule for deliveries of each part number during the
annual period. Subject to the requirements of Article 3.2 herein, Buyer may
subsequently modify the Purchase Order delivery schedule with respect to
part numbers and quantities scheduled for delivery more than sixty (60)
days from the date of the said modification, by issuing a written delivery
release ("Release") to the Seller; delivery schedules within a sixty-day
window shall be considered firm and may only be modified by mutual
agreement. Seller shall acknowledge and completely perform all Releases,
subject to the availability of Buyer-furnished wafers and dies.
This Agreement does not constitute a purchase of any Supplies nor does it
obligate the Buyer to purchase any Supplies except as otherwise set forth
herein.
5. ELECTRONIC COMMERCE
Seller agrees to utilize Electronic Date Interchange and Bar Coding
compatible with the systems of Buyer.
6. BUSINESS REVIEWS
6.1 Reviews; Agenda. Buyer and Seller shall hold semi-annual Business Reviews
during which the participants shall review issues pertaining to this
Agreement and/or the Business between Buyer and Seller. The issues to be
reviewed during each Business Review shall be summarized in an agenda
jointly prepared by designated representatives of Buyer and Seller. The
issues may include, but are not limited to, delivery forecasts, delivery
and quality issues, the status of the industry generally, including
manufacturing and engineering trends, key programs of both Buyer and
Seller, and possible business opportunities between Buyer and Seller.
6.2 Establishment of Metrics. Until such time as metrics have been jointly
agreed to between Buyer and Seller, the parties shall designate one or more
representatives who shall meet semi-annually or more frequently for the
purpose of establishing delivery and quality performance metrics. Buyer and
Seller shall use reasonable diligence in good faith to agree on such
metrics promptly and not later than six (6) months following the execution
of this Agreement. The Business Review meetings may be used to establish
metrics, or the parties may elect to hold separate meetings to establish
the metrics.
6.3 Steering Committee. Buyer and Seller shall designate a Steering Committee
composed of key representatives of each. The Steering Committee shall be
responsible for oversight and direction of the Business Reviews,
designation of representatives to prepare Business Review agendas, and the
effective conduct of the Business Reviews to carry out the purposes set
forth herein.
7. PACKING, TRANSPORTATION DATA AND SHIPPING INSTRUCTIONS
Packing and shipping and other transportation requirements shall be
specified in the Releases issued by the Buyer, consistent with the practice
between Buyer and Seller as of the date hereof.
TERMS AND CONDITIONS OF PURCHASE
8.1 Inspection and Acceptance. The Seller shall only tender for acceptance
those Supplies that conform to the requirements of this contract. The Buyer
reserves the right to inspect or test any Supplies that have been tendered
for acceptance. Seller shall repair or replace, at Seller's discretion, any
nonconforming Supplies. Conformance of Supplies is defined as successful
completion of testing by Seller in accordance with contractual testing
requirements. Seller may modify this system at anytime without securing
Buyer's approval provided that the inspection system remains compliant with
contractual requirements, including as appropriate industry or MIL standard
inspection specifications. Buyer shall provide Seller written notice of
rejection of Supplies delivered hereunder within thirty (30) days of
receipt thereof. If Seller has not received written notice of rejection
within the time period stated above, such Supplies shall be deemed
accepted. Acceptance shall not alter any warranties provided under this
contract. All nonconforming Supplies shall be returned to Seller at
Seller's expense, subject to Seller's established procedures for the return
of defective or nonconforming products.
8.2 Patent Indemnity. The Seller shall indemnify and hold harmless Buyer and
its affiliates (provided that Seller shall reimburse only reasonable
attorney fees) for Seller's infringement of the intellectual property
rights of others in connection with the performance by Seller of its duties
hereunder. Buyer agrees to provide Seller prompt written notice of any
claim of infringement for which Buyer intends to seek indemnification.
Seller's obligation to indemnify and hold Buyer harmless for infringement
is contingent upon timely receipt of this notice. Buyer agrees to provide
to Seller absolute authority and reasonable assistance, at Seller's
expense, in the defense and/or settlement of any such claims. In the event
that the Supplies are found to be infringing, Seller shall procure the
right for Buyer to use the Supplies, or provide a non- infringing
substitute, or will refund to Buyer the purchase price of the Supplies
found to be infringing. Seller's obligation shall not extend to claims that
arise from compliance by Seller with specifications issued by Buyer, which
arise from modification of the Supplies by someone other than Seller, which
arise from combination of the Supplies delivered hereunder with
materials/goods or products delivered by someone other than the Seller or
which arise from the Seller's proper practice of any of the patents
assigned by Buyer to Seller pursuant to an Assignment and License Back
Agreement between Buyer and Seller, dated as of the date hereof. Buyer
hereby agrees to indemnify and hold harmless Seller and its affiliates
(provided that Buyer shall reimburse only reasonable attorneys fees) for
any claims of infringement brought against Seller that arise from
compliance by Seller with specifications issued by Buyer, which arise from
modification of the Supplies by Buyer, or arise from combination of the
Supplies delivered hereunder with materials/goods or products delivered by
Buyer. The above constitutes Buyer's and Seller's exclusive rights and
remedies regarding infringement of intellectual property rights.
8.3 Termination for Default. In the event of proper termination for default,
Seller shall be liable to the Buyer for the direct costs of procuring a
reasonable substitute, not to exceed the purchase price set forth in the
particular Releases, or at Buyer's election, a refund of the purchase price
upon return of the nonconforming Supplies.
8.4 Warranty. Seller warrants that the Supplies delivered shall be free from
defects in material and workmanship and shall conform to the contractual
specifications. Buyer agrees to provide Seller written notice of breach of
these warranties within one year of delivery of Supplies. Seller's
obligations and Buyer's rights are contingent upon timely receipt of this
notice. Seller shall repair or replace, at Seller's discretion, any
Supplies delivered hereunder that are not in compliance with this warranty.
Buyer's rights provided hereunder are Buyer's exclusive rights for breach
of warranties and are in lieu of all other rights provide by law or in
equity. Except for the warranties provided above, Seller and Buyer agree
that no other warranties, express, implied, or statutory, including
warranties of merchantability or fitness for a particular purpose, are
granted.
8.5 Remedies. Neither party will liable to the other for any special,
incidental or consequential damages, notwithstanding notice of the
possibility thereof and the maximum liability of either party to the other
whether arising in contract, tort or otherwise shall not exceed the
purchase price of the particular Release.
8.6 Intellectual Property Rights. Notwithstanding any other provision contained
in this Agreement, the Parties agree that Buyer shall not acquire rights in
Seller technology, technical data or computer software, except such
deliverable technology, deliverable technical data and deliverable computer
software, the development costs of which are borne by the Buyer and for
which line item prices are stated in Exhibit A. Seller shall provide to the
U.S. Government rights in technical data and computer software to the
extent required by law.
8.7 Federal Procurement Clauses. Notwithstanding any other provision contained
in this Agreement, the Parties agree that Buyer shall not have rights of
audit of or access to Seller's business or financial data. Seller shall
provide access to its business and financial data to the US. Government to
the extent required by law and regulation. Only such FAR, DFARS, NASA PR's,
NFS and other federal government procurement clauses as appear in Buyer's
contract with its customer and are applicable by their terms to a
subcontractor at Seller's tier, will be applicable to Purchase Orders and
Releases issued pursuant to this Agreement. Seller considers the Supplies
to be provided under this Agreement to be commercial items or
nondevelopmental items as defined in FAR Part 12. Consequently, Buyer shall
not require Seller to provide cost or pricing data or comply with the U.S.
Government cost accounting standards.
9. STOCK INVENTORY
Buyer has procured a certain amount of wafer and die stock for the sole and
exclusive purpose of having Supplies manufactured for Buyer. Seller shall
continue to store this wafer and die stock inventory on Buyer's behalf in
an environmentally proper and physically safe manner as it has been stored
and maintained prior to the date of this Agreement at no charge to Buyer
and shall use this inventory solely to fulfill Buyer's purchasing
requirements as they arise. Buyer shall retain title and risk of loss in
the wafer and die stock; provided, however, that Seller shall be liable to
Buyer for loss of or damage to such inventory caused by the negligence or
willful misconduct of the Seller or its employees, agents or invitees,
provided that Buyer actually suffers damages as a result thereof. Seller
shall also maintain all Gate Array and Linear data base files and GDS-2
mask files currently being held by Seller on Buyer's behalf.
10. YEAR 2000
10.1 For purposes of this Agreement, "Year 2000 Compliant" shall mean that: (i)
the occurrence in or use by computer programs of dates before, on or after
January 1, 2000 will not adversely affect the performance of such programs
with respect to date-dependent data, computations, output, or other
functions (including, without limitation, calculating, comparing and
sequencing); (ii) such programs will not abnormally end or provide invalid
or incorrect results as a result of date-dependent data; and (iii) such
programs can accurately recognize, manage, accommodate and manipulate
date-dependent data, including, without limitation, single and multi-
century formulas and leap years.
10.2 Seller represents and warrants that: (1) Seller's products do not contain
any computer programs. Seller's key financial and operational computer
programs have been reviewed and, where required, detailed plans have been
developed and have been and are being implemented on a schedule intended to
permit Seller's computer programs to be Year 2000 Compliant. A summary of
such plans and schedules is set forth on Exhibit C hereto; (2) Except as
disclosed on Exhibit C, Seller has not received any communications from any
of its suppliers or customers relating to the possibility that any of their
computer programs (including those contained in any of their products) are
not or will not be Year 2000 Compliant; (3) Except as disclosed on Exhibit
C. Seller has not given any warranties or undertakings to any of its
customers to the effect that Seller or any of its computer programs
(including those contained in any of its products) are Year 2000 Compliant.
10.3 Notwithstanding the foregoing or any other provision of this Agreement,
Seller makes no representation or warranty about whether any of Seller's
computer programs are Year 2000 Compliant and Seller shall have no
liability or obligation to Buyer or any other person in the event any such
programs are determined not to be Year 2000 Compliant.
11. TESTING EQUIPMENT
Seller agrees to continue to utilize the Trillium test equipment and test
vectors on all Supplies (including, but not limited to, Gate Arrays)
provided to Buyer under this Agreement; provided, that Seller may utilize
test equipment and test vectors equivalent to the Trillium test equipment
and vectors, upon prior approval of Buyer, which approval shall not be
unreasonably withheld. Seller likewise agrees to continue to use the
burn-in on all Supplies (including, but not limited to, Gate Arrays)
provided to Buyer under this Agreement.
12. PUBLICITY
The Seller shall not make any publicity releases or authorize others to
make such releases regarding the subject matter of this Agreement without
the prior written approval of the Buyer. The above restrictions shall not
apply to information provided in response to Government agency requests or
requirements, including SEC disclosure requirements as reasonably
determined by Seller's securities counsel.
13. RELATIONSHIP OF THE PARTIES
The relationship between Seller and Buyer shall be that of independent
contractors and not that of principal and agent, nor that of legal
partners. Neither Party shall represent itself as the agent or legal
partner of the other Party or do any act or thing which might result in
other persons believing that it has authority to contract or in any other
way to enter into commitments on behalf of the other.
14. FORCE MAJEURE
Seller shall exercise its best efforts to avoid any material delay in
scheduled delivery of Supplies arising from events beyond its control and
without its fault or negligence, including without limitation
subcontracting with an alternate supplier. In the event that Seller is
hindered or prevented from performing its obligations and such is beyond
the control and without the fault or negligence of the Seller for a period
of six (6) months or longer, then Buyer may terminate this Agreement at no
cost or other liability by providing written notice to the Seller;
provided, that in the event that the Buyer-furnished wafer and die stock is
substantially destroyed by such event, Buyer may terminate this Agreement
immediately. Events beyond the control and without the fault or negligence
of the Seller include acts of God such as fire, flood, earthquake,
hurricane, flooding; acts of a government acting in its sovereign capacity,
strikes not caused by illegal actions of the Seller; embargoes; acts of
war; general insurrection or civil strife but shall not include Seller's
suppliers delays unless such delays are caused by one or more of the causes
set forth herein. Delays caused by force majeure shall be considered
excusable and Seller shall be entitled to a schedule adjustment not to
exceed one day for each day that Seller was prohibited from performing due
to force majeure. There shall be no price adjustment whatsoever for
excusable delays; provided, that in the event that the Buyer-furnished
wafer and die stock is materially damaged by such event, the Parties shall
negotiate in good faith an equitable reduction in Buyer's purchase
obligation under Article 3.2 herein. Buyer shall be excused from performing
as a result and during the period of excusable delays, except for Buyer's
obligations to make payment for conforming Supplies and products it has
accepted.
15. DOCUMENTS INCORPORATED BY REFERENCE
The following documents are hereby incorporated by reference:
1. Exhibit "A" - Part Numbers covered by this Agreement
2 Exhibit "B" - Part Numbers with no minimum order requirement
3. Exhibit "C" - Year 2000 Compliance Disclosure
16. ORDER OF PRECEDENCE
In the event of a conflict between this Agreement and Releases issued
pursuant to this Agreement the order of precedence shall be as follows for
determining which provisions control:
1. This Agreement
2. Face Sheets of Release
3. Drawings and Specifications incorporated in Releases
4. Exhibits to this Agreement
17. NOTICES AND CORRESPONDENCE
All notices and correspondence shall be sent by either party to the other
in all matters dealing with this Agreement to the following address:
To the Buyer:
United Technologies Corporation
Xxxxxxxx Standard Division
Windsor Xxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx, Procurement Specialist
Fax: 000-000-0000
To the Seller:
UTMC Microelectronic Systems, Inc.
0000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Attention: President
Fax: 000-000-0000
Such notices and correspondence shall be deemed received when sent to the
above addresses upon physical receipt, upon ten (10) days passing after
having been sent by United States Postal Service (or its equivalent in
other countries) Airmail, upon receipt electronically or by facsimile
whichever first occurs.
18. MODIFICATIONS TO AGREEMENT
No modifications or amendments to this Agreement shall be binding unless
executed in writing by the Buyer and Seller pursuant to a formal amendment
to this Agreement. Modifications to the terms and conditions in use between
Seller and each of Buyer shall be made in writing and once signed by both
parties they shall be deemed to form part of this Agreement.
19. GRATUITIES AND GIFTS
Seller represents and warrants to Buyer that neither Seller (including any
of its officers, partners, employees or agents) nor any Subcontractor or
Subcontractor employee has:
19.1 provided, attempted to provide, or offered to provide any gifts,
gratuities, kickbacks, or bribes;
19.2 solicited, accepted or attempted to accept any gifts, gratuities,
kickbacks, or bribes; or
19.3 included, directly or indirectly the amount of any gifts, gratuities,
kickbacks, or bribes in the price applicable to this Agreement or in the
subcontract price charged by any subcontractor to a higher tier
subcontractor.
In addition to any other remedies that Buyer may have, Seller shall
indemnify and hold harmless Buyer from and against any loss or damage,
including, without limitation, Buyer's costs, attorney's fees, or any fines
or penalties assessed against Buyer, resulting from a violation of the
Anti-Kickback Act of 1986 by Seller (including any of its officers,
partners, employees, or agents) or by any subcontractor or subcontractor
employee.
20. APPLICABLE LAW AND FORUM
This Agreement shall be construed and governed by the laws of the State of
New York, without regard to the principles of conflicts of law.
21. COMPLIANCE WITH LAWS
In the performance of this Agreement, Buyer and Seller shall comply with
all applicable laws and regulations federal, state and local.
22. PARTIAL INVALIDITY
If in any instance any provision of this Agreement is invalid or
unenforceable such provision shall not apply in that instance but the
remaining provisions shall be given full force and effect in accordance
with their terms.
23. WAIVER
The failure of either party to insist on strict performance of any
provision or to exercise any right shall not be deemed a waiver of such
provision or right thereafter. Any waiver, to be effective, must be in
writing and signed by the Party waiving compliance.
24. CAPTIONS
Captions are used herein only for convenience and shall not be construed to
limit or extend the language of any provision.
25. CUMULATIVE REMEDIES
Subject to the provisions of Section 8.5, the rights and remedies of the
Parties shall be cumulative and in addition to any other rights and
remedies provided in law or equity.
26. ASSIGNMENT
Neither Buyer nor Seller may assign this Agreement without the prior
written approval of the other party, except as follows:
26.1 Buyer may assign, this Agreement to any corporation, limited liability
company or partnership resulting from the merger or consolidation of Buyer
or to any entity that acquires all or substantially all of Buyer's assets
as a going concern, as long as such entity assumes the obligations of the
Buyer. In the event of any assignment of this Agreement, Buyer (to the
extent it shall continue in existence) shall guarantee the performance of
the assignee's obligations hereunder;
26.2 From and after the second anniversary of the date of this Agreement, Seller
may assign, this Agreement to any corporation, limited liability company or
partnership resulting from the merger or consolidation of Seller or to any
entity that acquires all or substantially all of Seller's assets as a going
concern, as long as such entity assumes the obligations of the Seller. In
the event of any assignment of this Agreement, Seller (to the extent it
shall continue in existence) shall guarantee the performance of the
assignee's obligations hereunder.
27. EXPENSES
Unless otherwise expressly provided herein all expenses incurred by either
party in connection with the formation or implementation of this Agreement
shall be the sole responsibility of that party and neither party shall have
any claim for such expenses against the other.
28. TERM AND TERMINATION
28.1 This Agreement shall commence on the date of execution and shall continue
in effect for five (5) years, unless terminated earlier pursuant to the
provisions of Article 14 ("Force Majeure") or as provided below.
28.2 Either party may terminate this Agreement without cancellation charge, in
the event of a material breach by the other party, provided that written
notice of the breach is given to the breaching party and the breaching
party fails to cure the noticed breach within thirty (30) days, or within
any longer cure period that the injured party specifies in its notice.
28.3 Notwithstanding any other provision in this Article, either party may
terminate this Agreement upon the following events:
28.3.1 The liquidation or dissolution of the other party;
28.3.2 The making of an assignment for the benefit of creditors of the other
party;
28.3.3 The filing of a voluntary petition under any Federal or State bankruptcy
statute by the other party;
28.3.4 The filing of an involuntary petition under any Federal or State
bankruptcy statute against the other party; or
28.3.5 The inability of the other party to pay its debts as they become due.
29. SUPERSEDING EFFECT
This Agreement contains all the agreements between Buyer and Seller and no
course of trade or prior conduct shall be applicable to this Agreement.
This Agreement supersedes all previous agreements between Buyer and Seller
with respect to the subject matter of this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed and delivered as of
the date first written above.
UTMC MICROELECTRONIC SYSTEMS
INC.
By: /s/Xxxxxxx Xxxxx
---------------------------------------------
Name: Xxxxxxx Xxxxx
Title:
UNITED TECHNOLOGIES CORPORATION
Xxxxxxxx Standard Division
By: /s/Xxxxxxx Xxxx Xxxxx, Jr.
---------------------------------------------
Name: Xxxxxxx Xxxx Xxxxx, Jr.
Title: Vice President, Contracts and Counsel
