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EXHIBIT 10.41
SETTLEMENT AGREEMENT AND GENERAL RELEASE
THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE (hereinafter
Settlement Agreement) is made, entered into and effective as of August 5, 1997
by and among The Universal Seismic Associates, Inc. Stockholders' Protective
Committee, Xxxxxxx X. Xxxxxxxxxx, and Xxxxxx X. Xxxxxx (Plaintiffs) and Xxxxxxx
X. Xxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxx, Xxxx Xxxxxxx, Xxxxxxx Xxxxx,
Xxxx Xxxxx, Universal Seismic Associates, Inc. (Universal), RIMCO Associates,
Inc. (RIMCO), and Resource Investors Management Company Limited Partnership
(Defendants), as follows:
W I T N E S S E T H:
WHEREAS, Plaintiffs filed a lawsuit (hereinafter the Federal
Court Case), styled The Universal Seismic Associates, Inc. Stockholders'
Protective Committee, Xxxxxxx X. Xxxxxxxxxx, and Xxxxxx X. Xxxxxx (Plaintiffs)
vs. Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxx, Xxxx Xxxxxxx,
Xxxxxx(sp) Xxxxx, Xxxx Xxxxx, Universal Seismic Associates, Inc., RIMCO
Associates, Inc., and Resource Investors Management Co., L.P. (Defendants); CA
No. 97-22 (RRM); In the United States District Court for the District of
Delaware (the Federal Court) alleging, among other things, certain violations
of the securities laws, and through this action sought damages as compensation
for loss of value in respect of shares of the common stock of the Company held
by them;
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WHEREAS, Universal filed a counterclaim against Xxxxxxx
Xxxxxxxxxx and Xxxxxx Xxxxxx in the Federal Court Case also alleging, among
other things, certain violations of the securities laws (the Counterclaim);
WHEREAS, Defendants have denied all the allegations of
violations in the complaints filed by Plaintiffs, including the allegation that
the Plaintiffs have suffered a loss of value of their shares of the Company's
stock;
WHEREAS, Plaintiffs have denied all the allegations of
violations in the Counterclaim;
WHEREAS, Universal has filed a lawsuit (the Astute Court Case)
styled Universal Seismic Associates, Inc. v. Xxxxxxx X. Xxxxxxxxxx and Xxxxxx
X. Xxxxxx, Cause No. 97-12684, the District Court of Xxxxxx County, Texas,
334th Judicial District (the Astute Court) against Xxxxxxx Xxxxxxxxxx and
Xxxxxx Xxxxxx alleging, among other things, breach of contract;
WHEREAS, Xxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxx, each a
stockholder of Universal, deny all the allegations of improper actions in the
State Court Case;
WHEREAS, Plaintiffs and Defendants now desire to reach a full
and final settlement and compromise of all (with limited exceptions set forth
herein) matters, claims and causes of action that the Plaintiffs have or may
have against Defendants and which the Defendants have or may have against the
Plaintiffs, whether known or unknown, including but not limited to any claims
(1) that were asserted or could have been asserted in the Federal Court Case
(including the Counterclaim) or the State Court Case, and (2) relating to any
purchase or sale of the stock of Universal. For the purposes of this
Settlement Agreement, the term Affiliate of an entity or person shall mean any
other person or entity controlling, controlled by or under common control with
that entity or person.
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NOW, THEREFORE, for and in consideration of the covenants,
promises and agreements herein contained, and acting in the interest of
settling the controversies between them, and intending hereby to be legally
bound, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Plaintiffs and Defendants hereby agree and
stipulate as follows:
1. On or before the first business day (which shall mean
any day that is not a Saturday or a Sunday and on which national banks in
Houston, Texas are generally open) following the date hereof, Xxxxxxx X.
Xxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxx, Xxxx Xxxxxxx, and Xxxxxxx Xxxxx,
jointly and severally, agree to and shall deliver or cause to be delivered to
the escrow agent, Texas Commerce Bank National Association, the sum of One
Million Seven Hundred Fifty Thousand Dollars ($1,750,000.00) by wire transfer
(to be sent directly by RIMCO or one of its Affiliates) (hereinafter the
Settlement Sum). On or before the first business day following the Closing
Date, and provided that the event described in section 4(a) of the Escrow
Agreement, a copy of which is attached hereto as Exhibit 1, has occurred, the
Settlement Sum shall be disbursed to Plaintiffs.
2. In addition to any release to be made in this
Settlement Agreement, Plaintiffs agree not to seek an award of attorneys' fees,
expenses, or professional fees which they may have incurred or paid in
connection with the Federal Court Case or the State Court Case, including
without limitation, attorneys' fees, expenses, or professional fees relating
to: (i) any proxy statement or other filing with the Securities and Exchange
Commission, (ii) the prosecution or defense of any of the claims made by the
parties in the Federal Court Action, and (iii) any request made to the Audit
Committee of Universal to investigate certain accounting practices of
Universal.
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3. Contemporaneously herewith, the parties have executed
and exchanged to be held in trust by the parties hereto subject to the approval
by the Federal Court of the settlement of the Plaintiffs' derivative claims and
receipt by Plaintiffs of the amount referred to in paragraph 1 hereto: (A) a
Stipulation of Settlement in respect of all non-derivative claims of Plaintiffs
in the form annexed hereto as Exhibit 2 (the Federal Court Stipulation); (B)
additional documentation required to obtain the necessary Federal Court
approval of the settlement of the derivative claims in the Federal Court Case,
upon the terms set forth in this Settlement Agreement; and (C) a Nonsuit with
Prejudice of the State Court Case (the Astute Court Nonsuit) in the form
annexed hereto as Exhibit 3.
4. Each Plaintiff and Defendant acknowledges and agrees
that the respective agreements, covenants, releases, representations and
warranties of Plaintiffs and Defendants in this Settlement Agreement are for
and in consideration of the action taken and to be taken pursuant to this
Settlement Agreement, which constitute good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each Plaintiff and
Defendant.
5. Plaintiffs, jointly and severally, represent and
warrant to each of the Defendants, which representations and warranties each
Plaintiff acknowledges are material, are relied on by Defendants in entering
into this Settlement Agreement and shall survive the execution and delivery of
this Settlement Agreement, as follows:
(i) Except for the derivative causes of action asserted
in the Federal Court Case, each of Plaintiffs is the legal and
beneficial owner of any right, title or interest in the Claims (as
hereinafter defined) to be released hereby by Plaintiffs;
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(ii) Each of Plaintiffs has not sold, assigned, conveyed
or in any way transferred or otherwise disposed of any interest in the
Claims (as hereinafter defined) to be released hereby by Plaintiffs;
(iii) The execution, delivery and performance by The
Universal Seismic Associates, Inc. Stockholders' Protective Committee
of this Settlement Agreement, have been duly authorized by all
requisite authorities, corporate or otherwise, and the Settlement
Agreement has been duly and validly executed and delivered on behalf
of The Universal Seismic Associates, Inc. Stockholders' Protective
Committee and is a legal, valid and binding obligation of The
Universal Seismic Associates, Inc. Stockholders' Protective Committee
enforceable against The Universal Seismic Associates, Inc.
Stockholders' Protective Committee in accordance with the terms of
the Settlement Agreement; and
(iv) Plaintiffs have the full authority, power and right
to accept the consideration for this Settlement Agreement and to make
the agreements, covenants, releases, representations and warranties
set forth herein.
6. Defendants, jointly and severally, represent and
warrant to each of the Plaintiffs, which representations and warranties each
Defendant acknowledges are material, are relied on by Plaintiffs in entering
into this Settlement Agreement and shall survive the execution and delivery of
this Settlement Agreement, as follows:
(i) each of Defendants is the legal and beneficial owner
of any right, title or interest in the Claims to be released hereby by
Defendants;
(ii) each of Defendants has not sold, assigned, conveyed
or in any way transferred or otherwise disposed of any interest in the Claims
to be released hereby by Defendants;
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(iii) the execution, delivery and performance by Universal,
RIMCO and Resource Investors Management Company Limited Partnership of this
Settlement Agreement have been duly authorized by all requisite authorities,
corporate or otherwise, and the Settlement Agreement has been duly and validly
executed and delivered on behalf of each of them and is a legal, valid and
binding obligation of each of them enforceable against each of them in
accordance with the terms of the Settlement Agreement; and
(iv) each of Defendants has the full authority, power and
right to accept the consideration for this Settlement Agreement and to make the
agreements, covenants, releases, representations and warranties set forth
herein.
7. Upon, and subject to, their receipt of the Settlement
Sum in accordance with paragraph 1 above, Plaintiffs, jointly and severally,
for themselves, and for their respective predecessors, successors, assigns,
heirs, beneficiaries and personal representatives, as well as their respective
present, former and future officers, directors, shareholders, employees,
agents, representatives, attorneys, parent corporations, subsidiary
corporations and Affiliates (including Technoflex, Inc. and The Offshore Group,
Inc.) (all such specified persons and entities collectively hereinafter the
Plaintiff Releasing Parties), shall hereby forever fully release, waive,
relieve, acquit and discharge each of the Defendants, and their respective
predecessors, successors and assigns, as well as their respective present,
former and future officers, directors, shareholders, partners, employees,
agents, representatives and attorneys, insurers, accountants, parent
corporations, subsidiary corporations and Affiliates (all such specified
persons and entities so released collectively hereinafter the Defendant
Released Parties) of and from any and all claims, demands, actions, causes of
action, suits, damages, liabilities, obligations, costs, expenses (including
but not limited
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to attorneys' fees) and other remedies of whatever nature and with respect to
any matter whatsoever, known or unknown, whether based on contract, tort,
common law, civil law, equity, statute, regulation or otherwise (all such
claims and other specified matters collectively herein claims), that any of the
Plaintiff Releasing Parties may have had, now have, may hereafter have, or that
could have been asserted against any of the Defendant Released Parties, arising
out of or relating to any act or failure to act that shall have occurred before
the execution of this Settlement Agreement, including but not limited to any
Claim arising out of or relating to (i) the matters alleged or that could have
been alleged in the Federal Court Case or (ii) the purchase or sale of the
securities of Universal; provided, however, that the foregoing shall not
release or discharge any Claims that the Plaintiff Releasing Parties may have
against any of the Defendant Released Parties arising out of or relating to
this Settlement Agreement, the letter agreement between the Plaintiffs and
Defendants (except Xxxx Xxxxx) dated July 1, 1997 (the Abetter Agreement), the
Stock Purchase Agreement (as hereinafter defined), or that certain agreement in
respect of the Welder Ranch Prospect, by and between The Offshore Group, Inc.
and UNEXCO, Inc. The Plaintiff Releasing Parties, jointly and severally,
acknowledge that the foregoing is a general release intended to be interpreted
broadly.
8. Upon dismissal with prejudice of the Federal Court
Case, Defendants, jointly and severally, for themselves, and for their
respective predecessors, successors, assigns, heirs, beneficiaries and personal
representatives, as well as their respective present, former and future
officers, directors, shareholders, employees, agents, representatives,
attorneys, parent corporations, subsidiary corporations and Affiliates (all
such specified persons and entities collectively hereinafter the Defendant
Releasing Parties), shall hereby forever fully release, waive, relieve, acquit
and discharge each of the Plaintiffs, Technoflex, Inc. and The Offshore Group,
Inc., and their respective
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predecessors, successors, heirs, beneficiaries and personal representatives,
and assigns, as well as their respective present, former and future officers,
directors, shareholders, partners, employees, agents, representatives and
attorneys, accountants, insurers, parent corporations, subsidiary corporations
and Affiliates (all such specified persons and entities so released
collectively hereinafter the Plaintiff Released Parties) of and from any and
all Claims, that any of the Defendant Releasing Parties may have had, now have,
may hereafter have, or that could have been asserted against any of the
Plaintiff Released Parties, arising out of or relating to any act or failure to
act that shall have occurred before the execution of this Settlement Agreement,
including but not limited to any Claim arising out of or relating to (i) the
matters alleged or that could have been alleged in the Federal Court Case
(including by counterclaim) or the State Court Case or (ii) the purchase or
sale of the securities of Universal; provided, however, that the foregoing
shall not release or discharge any Claims that the Defendant Releasing Parties
may have against any of the Plaintiff Released Parties arising out or relating
to this Settlement Agreement, the Letter Agreement, the Stock Purchase
Agreement, or that certain agreement in respect of the Welder Ranch Prospect,
by and between The Offshore Group, Inc. and UNEXCO, Inc. The Defendant
Releasing Parties, jointly and severally, acknowledge that the foregoing is a
general release intended to be interpreted broadly.
9. Upon, and subject to, their receipt of the Settlement
Sum in accordance with paragraph 1 above, Plaintiffs, jointly and severally,
shall hereby agree to and shall indemnify, defend, protect and hold harmless
the Defendant Released Parties from and against any and all Claims (even if
such Claims are based upon any Plaintiffs' express negligence, whether sole or
concurrent, gross negligence, breach of contract, breach of express or implied
warranty, or breach of a duty allegedly imposed by statute or regulation)
directly or indirectly arising out of or relating to (i) any breach of
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any agreement, covenant, representation or warranty of any one or more of
Plaintiffs set forth in this Settlement Agreement, or (ii) any nonperformance
by any one or more of Plaintiffs of any obligation of any one or more of
Plaintiffs under this Settlement Agreement. Plaintiffs, jointly and severally,
acknowledge that the foregoing indemnity provisions are intended to be
interpreted broadly.
10. Upon, and subject to, the dismissal of the Federal
Court Case with prejudice, Defendants, jointly and severally, shall hereby
agree to and shall indemnify, defend, protect and hold harmless the Plaintiff
Released Parties from and against any and all Claims (even if such Claims are
based upon any Defendants' express negligence, whether sole or concurrent,
gross negligence, breach of contract, breach of express or implied warranty, or
breach of a duty allegedly imposed by statute or regulation) directly or
indirectly arising out of or relating to (i) any breach of any agreement,
covenant, representation or warranty of any one or more of Defendants set forth
in this Settlement Agreement, or (ii) any nonperformance by any one or more of
Defendants of any obligation of any one or more of Defendants under this
Settlement Agreement. Defendants, jointly and severally, acknowledge that the
foregoing indemnity provisions are intended to be interpreted broadly.
11. Plaintiffs agree to refrain from purchasing, or
advising others to purchase or sell, through their Affiliates, nominees or by
any other means, any shares of stock of Universal, or any successor company or
entity, for 365 days from the date that the Federal Court Case is dismissed
with prejudice.
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12. Plaintiffs and Defendants agree to take all steps
necessary promptly to dismiss the Federal Court Case with prejudice (including
all counterclaims), and obtain any necessary court approval of the settlement
of the derivative causes of action.
13. Each of Plaintiffs and Defendants agree promptly to
withdraw all pending motions made by any of them in the Federal Court Case and
the State Court Case.
14. Upon the approval of the settlement of the derivative
claims by the Federal Court, the State Court Case shall immediately be
nonsuited with prejudice.
15. Plaintiffs and Defendants agree that no consideration
paid pursuant to this Settlement Agreement is to be construed as a payment made
to settle the common law fraud count in the Verified Supplemental and Amended
Complaint, nor is it to be construed as a payment to settle any claims relating
to any alleged intentional misconduct on the part of the Defendants.
16. This Settlement Agreement shall extend to, be binding
upon, and inure to the benefit of the parties and their respective successors,
heirs, beneficiaries, personal representatives and assigns; provided, however,
that any assignment shall not release a party from any of its obligations under
this Settlement Agreement. This Settlement Agreement is solely for the benefit
of the parties hereto, the Plaintiff Released Parties, Defendant Released
Parties, and their respective heirs, beneficiaries, personal representatives,
successors and assigns and no provision of this Settlement Agreement is
intended or shall be deemed to confer any rights or remedies on any other
person or entity.
17. This Settlement Agreement, subject to the provisions
of paragraph 20 below, embodies the complete and entire agreement among the
parties concerning its subject matter and supersedes any prior oral or written
representations, agreements or understandings or any
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contemporaneous oral understandings, representations or agreements. This
Settlement Agreement may not be amended except in a writing signed by all
parties. Each party shall bear its own costs and attorneys' fees in connection
with the preparation, negotiation, review and documentation of this Settlement
Agreement. The parties may execute this Agreement in counterparts by telecopy,
which they shall confirm by promptly furnishing written originals to each of
the other parties. Counterparts when executed by all parties shall constitute
a complete Settlement Agreement as if each party had executed a single
document. This Settlement Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware without regard to conflict of
law rules. Venue for any claim arising out of this Settlement Agreement shall
be Xxxxxx County, Texas, in light of the fact that the consideration will be
paid in Xxxxxx County, Texas. This is a negotiated agreement between the
parties hereto and the parties acknowledge that any rule of construction to the
effect that any ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of this Settlement Agreement. As used
herein, pronouns of any gender shall include the other genders, and the
singular and the plural shall include the other.
18. Nothing in this Settlement Agreement shall (i) in any
way constitute an admission of liability by Defendants or Plaintiffs with
respect to the Federal Court Case (including the Counterclaim) or the State
Court Case, or (ii) in any way constitute an admission against interest of any
of Defendants or Plaintiffs.
19. The Closing Date of this Settlement Agreement shall
occur upon approval of the settlement of the derivative claims by the Federal
Court in the Federal Court Case. Only upon receipt by Plaintiffs of the
Settlement Sum in accordance with paragraph 1, counsel may file the Federal
Stipulation and the State Court Nonsuit.
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20. Contemporaneously herewith the Company shall pay
Xxxxxxx Xxxxxxxxxx the sum of $130,000.00 in complete satisfaction of all
obligations arising under the July 1, 1997, letter, a true and correct copy of
which is attached hereto as Exhibit 4. In addition, that certain Stock
Purchase Agreement, dated August 5, 1997, by and between the Plaintiffs and
Resource Investors Management Company Limited Partnership and certain of its
Affiliates (the Stock Purchase Agreement) shall remain in full force and effect
unaffected by this Settlement Agreement. To the extent that it is referred to
herein, the Letter Agreement shall remain in full force and effect.
21. The parties agree that any state or federal income
tax liability of the Plaintiffs arising from this Settlement Agreement, or any
payment of money to Plaintiffs pursuant to this Settlement Agreement, shall be
the sole responsibility of the Plaintiffs.
22. Plaintiffs agree not to solicit, actively participate
with, join with, or provide financial assistance to any third party in
connection with the prosecution of any pending or future action or proceeding
against any of the Defendants, provided however, that Plaintiffs shall not
violate this agreement to the extent they are required by law (including,
without limitation, by subpoena, court order, or other legal process) to
testify, produce documents, or otherwise disclose information. Defendants
agree not to solicit, actively participate with, join with, or provide
financial assistance to any third party in connection with the prosecution of
any pending or future action or proceeding against any of the Plaintiffs,
provided, however, that Defendants shall not violate this agreement to the
extent they are required by law (including, without limitation, by subpoena,
court order, or other legal process) to testify, produce documents, or
otherwise disclose information.
23. The parties acknowledge that this is an arms' length
settlement and the matters being settled hereby have been subject to
significant litigation, discovery and contention, each party
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is commercially sophisticated and represented by experienced and able counsel,
and each party is thoroughly familiar with the implications of this Settlement
Agreement in all respects. Except for the terms expressly set forth herein, no
party has made any promises, agreements, representations, statements or
warranties with respect to this settlement, and no party has relied upon any
promises, agreements, representations, statements or warranties by another
party. Each party is entering into this Settlement Agreement voluntarily
without duress, with the consultation and advice of legal counsel, and with a
full understanding of its terms. None of the parties hereto shall later seek
to overturn or invalidate any respect of this Agreement on the ground of
duress, unconscionability, oppression or any similar reason.
This Agreement is executed as of the date first written above.
THE UNIVERSAL SEISMIC ASSOCIATES, INC.
STOCKHOLDERS' PROTECTIVE COMMITTEE
By:
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XXXXXXX XXXXXXXXXX
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XXXXXX XXXXXX
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UNIVERSAL SEISMIC ASSOCIATES, INC.
By:
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XXXXXXX XXXXXXX
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XXXXXX XXXXXXX
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XXXXXX XXXX
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XXXXXXX XXXXX
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XXXX XXXXXXX
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XXXXXXX XXXXX
RESOURCE INVESTORS MANAGEMENT
COMPANY LIMITED PARTNERSHIP
By: RIMCO Associates, Inc.
Its General Partner
By:
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RIMCO ASSOCIATES, INC.
By:
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XXXXX XX XXXXX )
)
COUNTY OF XXXXXX )
On this _____ day of ___________________, 1997, before me,
appeared Xxxxxxx Xxxxxxxxxx, to me known, being duly sworn, did say that he is
Xxxxxxx Xxxxxxxxxx of The Universal Seismic Associates, Inc. Stockholders
Protective Committee, and said instrument was signed on behalf of said
Committee and acknowledged said instrument to be the free act and deed of said
Committee.
NOTARY PUBLIC, State of Texas
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Notary's Printed Name
My Commission Expires:
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STATE OF TEXAS )
)
COUNTY OF XXXXXX )
On this _____ day of ___________________, 1997, before me,
appeared _____________________, to me known, being duly sworn, did say that he
is Xxxxxxx Xxxxxxxxxx, and said instrument was signed by him, and acknowledged
said instrument to be his free act and deed.
NOTARY PUBLIC, State of Texas
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Notary's Printed Name
My Commission Expires:
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00
XXXXX XX XXXXX )
)
COUNTY OF _________ )
On this _____ day of ___________________, 1997, before me,
appeared _____________________, to me known, being duly sworn, did say that he
is Xxxxxx Xxxxxx, and said instrument was signed by him, and acknowledged said
instrument to be his free act and deed.
NOTARY PUBLIC, State of Texas
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Notary's Printed Name
My Commission Expires:
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STATE OF TEXAS )
)
COUNTY OF _________ )
On this _____ day of ___________________, 1997, before me,
appeared _____________________, to me known, being duly sworn, did say that he
is Xxxxxxx Xxxxxxx, and said instrument was signed by him, and acknowledged
said instrument to be his free act and deed.
NOTARY PUBLIC, State of Texas
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-----------------------------
Notary's Printed Name
My Commission Expires:
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00
XXXXX XX XXXXX )
)
COUNTY OF _________ )
On this _____ day of ___________________, 1997, before me,
appeared _____________________, to me known, being duly sworn, did say that he
is Xxxxxx Xxxxxxx, and said instrument was signed by him, and acknowledged
said instrument to be his free act and deed.
NOTARY PUBLIC, State of Texas
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Notary's Printed Name
My Commission Expires:
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STATE OF TEXAS )
)
COUNTY OF _________ )
On this _____ day of ___________________, 1997, before me,
appeared _____________________, to me known, being duly sworn, did say that he
is Xxxxxx Xxxx, and said instrument was signed by him, and acknowledged said
instrument to be his free act and deed.
NOTARY PUBLIC, State of Texas
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Notary's Printed Name
My Commission Expires:
------------------------------
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00
XXXXX XX XXXXX )
)
COUNTY OF _________ )
On this _____ day of ___________________, 1997, before me,
appeared _____________________, to me known, being duly sworn, did say that he
is Xxxxxxx Xxxxx, and said instrument was signed by him, and acknowledged said
instrument to be his free act and deed.
NOTARY PUBLIC, State of Texas
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-----------------------------
Notary's Printed Name
My Commission Expires:
------------------------------
STATE OF TEXAS )
)
COUNTY OF _________ )
On this _____ day of ___________________, 1997, before me,
appeared _____________________, to me known, being duly sworn, did say that he
is Xxxx Xxxxxxx, and said instrument was signed by him, and acknowledged said
instrument to be his free act and deed.
NOTARY PUBLIC, State of Texas
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Notary's Printed Name
My Commission Expires:
------------------------------
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00
XXXXX XX XXXXX )
)
COUNTY OF _________ )
On this _____ day of ___________________, 1997, before me,
appeared _____________________, to me known, being duly sworn, did say that he
is Xxxxxxx Xxxxx, and said instrument was signed by him, and acknowledged said
instrument to be his free act and deed.
NOTARY PUBLIC, State of Texas
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Notary's Printed Name
My Commission Expires:
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STATE OF TEXAS )
)
COUNTY OF _________ )
On this _____ day of ___________________, 1997, before me,
appeared _____________________, to me known, being duly sworn, did say that he
is Vice President of RIMCO Associates Inc., and said instrument was signed on
behalf of said corporation by authority of its Board of Directors and
acknowledged said instrument to be the free act and deed of said corporation.
NOTARY PUBLIC, State of Texas
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Notary's Printed Name
My Commission Expires:
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XXXXX XX XXXXX )
)
COUNTY OF _________ )
On this _____ day of ___________________, 1997, before me,
appeared Xxxx XxXxxxxx, to me known, being duly sworn, did say that he is Vice
President of RIMCO Associates, Inc., general partner of Resource Investors
Management Co., L.P., and said instrument was signed on behalf of said
corporation by authority of its Board of Directors and acknowledged said
instrument to be the free act and deed of said corporation.
NOTARY PUBLIC, State of Texas
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Notary's Printed Name
My Commission Expires:
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