Exhibit 10.2
GUARANTOR SECURITY AGREEMENT
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THIS GUARANTOR SECURITY AGREEMENT (this "Agreement") is made this 1st day
of July, 2003 by AMERICAN BUSINESS CREDIT CORPORATION, a Florida corporation,
CORPORATE CONSULTING GROUP, INC., a Florida corporation, DANKA IMAGING
DISTRIBUTION, INC., a Delaware corporation, DANKA MANAGEMENT COMPANY, INC., a
Florida corporation, DANKA MANAGEMENT II COMPANY, INC., a Florida corporation,
D.I. INVESTMENT MANAGEMENT, INC., a Nevada corporation, XXXXXX ENTERPRISES INC.
OF SOUTH FLORIDA, a Florida corporation, and QUALITY BUSINESS, INC., a Florida
corporation (sometimes individually referred to as "Debtor" and sometimes
collectively referred to as "Debtors"), in favor of FLEET CAPITAL CORPORATION, a
Rhode Island corporation, having an office at 000 Xxxxxxxx Xxxxxxx, X.X. Xxxxx
000, Xxxxxxx, Xxxxxxx 00000, as collateral and administrative agent (in such
capacity, together with its successors in such capacity, "Agent") for various
financial institutions (the "Lenders") that are parties from time to time to the
Loan Agreement (as defined below).
1. Grant of Security Interest. To secure the prompt payment and
performance of all of the Indebtedness (as defined below), each Debtor hereby
grants to Agent, for the benefit of Secured Parties (as defined in the Loan
Agreement), a continuing security interest in and lien upon all of the following
property and interests in property (the "Collateral") of such Debtor, whether
now owned or existing or hereafter created, acquired or arising and wheresoever
located:
(a) all accounts (as defined in the UCC) and other recivables, and
any and all rights of such Debtor to payment for goods sold or leased or
for services rendered that are not evidenced by an Instrument or Chattel
Paper, whether or not they have been earned by performance;
(b) all inventory(as defined in the UCC), including all goods
intended for sale or lease by such Debtor, or for display or demonstration;
all work in process, all raw materials and other materials and supplies of
every nature and description used or which might be used in connection with
the manufacture, printing, packing, shipping, advertising, selling, leasing
or furnishing such goods or otherwise used or consumed in such Debtor's
business (but excluding Equipment as defined in the Loan Agreement);
(c) all instruments (as defined in the UCC);
(d) all chattel paper (as defined in the UCC);
(e) all documents (as defined in the UCC);
(f) all general intangibles (as defined in the UCC), including
payment intangibles (as defined in the UCC) and software (as defined in the
UCC);
(g) all deposit accounts (as defined in the UCC), including all
demand, time, savings, passbook, money market or other depository accounts,
and all certificates of deposit, maintained by such Debtor with any bank,
savings and loan association, credit union, or other depository
institution;
(h) all investment property (as defined in the UCC), including all
securities (whether certificated or uncertificated), security entitlements,
securities accounts, commodity contracts and commodity accounts;
(i) all letter-of credit rights (as defined in the UCC), including
all rights of such Debtor to payment or performance under a letter of
credit (whether the letter of credit is written or electronic), whether or
not such Debtor has demanded or is at the time entitled to demand payment
or performance;
(j) all monies now or at any time or times hereafter in the
possession or under the control of Agent or a Lender or a bailee or
affiliate of Agent or a Lender, including any Cash Collateral (as defined
in the Loan Agreement) in any cash collateral account;
(k) all accessions to, substitutions for and all replacements,
products and cash and non-cash proceeds of (a)-(j) above, including
proceeds of and unearned premiums with respect to insurance policies
insuring any of the Collateral and claims against any person for loss of,
damage to or destruction of any of the foregoing; and
(l) all books and records (including customer lists, files,
correspondence, tapes, computer programs, print-outs, and other computer
materials and records) of such Debtor pertaining to any of (a) through (k)
above.
For purposes hereof, "UCC" shall mean the Uniform Commercial Code (or any
successor statute) as adopted and in force in the State of New York.
Notwithstanding the foregoing, "Collateral" shall not include (i) any stock in a
Foreign Subsidiary (as defined in the Loan Agreement), (ii) any general
intangibles or other rights arising under any contracts, instruments, licenses
or other documents to the extent that the grant of a lien or security interest
therein would (A) result in a breach of the terms of, or constitute a default
under, such contract, instrument, license, agreement or other document (other
than to the extent that any such term would be rendered ineffective pursuant to
Section 9-406, 9-407 or 9-408 of the UCC or any successor provision or other
applicable law) or (B) give any other party to such contract, instrument,
license or other document the right to terminate its obligations thereunder
pursuant to a valid and enforceable provision, (iii) any personal property
(including motor vehicles) in respect of which perfection of a lien is not
either (A) governed by the Uniform Commercial Code or (B) accomplished by
appropriate evidence of the lien being recorded in the U.S. Copyright Office or
the U.S. Patent and Trademark Office, or (iv) any property subject to any
separate pledge agreement.
The security interest granted hereby is to secure the payment and performance of
the following (collectively, the "Indebtedness"): all indebtedness, liabilities
and obligations of each Debtor to Agent and Secured Parties of every kind and
description, whether direct or indirect, joint or several, absolute or
contingent, due or to become due, now existing or hereafter arising, including,
without limitation: (A) all indebtedness, liabilities and obligations now or
hereafter owing by such Debtor to Agent and Lenders under a certain Continuing
Guaranty Agreement (at any time amended, the "Guaranty") among Debtors, certain
affiliates of Debtors, Agent and Lenders, dated on or about the date hereof,
pursuant to which each Debtor, and certain affiliates of Debtors,
unconditionally guaranteed payment of all Obligations (as defined in the Loan
Agreement) of Danka Office Imaging
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Company and Danka Holding Company, (collectively, the "Borrowers") under that
certain Loan and Security Agreement (as at any time amended, the "Loan
Agreement"), dated on or about the date hereof, among Borrowers, Agent and
Lenders, and (B) all indebtedness, liabilities and obligations now or hereafter
owing by such Debtor, and certain of Debtors' affiliates, to Agent under this
Agreement, (jointly called "Loan Documents").
2. Representations, Covenants and Warranties of Debtors. Each Debtor,
hereby represents, covenants, warrants, and agrees to and with Agent as follows:
(a) Each Debtor is an entity duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization, and
the office at which each Debtor maintains its books and records is located
at the location indicated on Exhibit A attached hereto;
(b) Debtors, taken as a whole, are now Solvent (as defined in the
Loan Agreement) and, after giving effect to the Loans to be made under the
Loan Agreement, the Letters of Credit to be issued in connection with the
Loan Agreement and the consummation of the other transactions described in
the Loan Agreement, will be Solvent.
(c) All risk of loss of its respective Collateral hereunder shall be
upon such Debtor;
(d) Such Debtor shall keep its respective Collateral free and clear
from any and all security interests, unpaid charges, attachments, levies,
and liens of every kind, except for the security interest granted hereunder
to Agent and Permitted Liens (as defined in the Loan Agreement);
(e) Such Debtor shall not change its name or its state of
organization without giving Agent at least thirty (30) days prior written
notice thereof;
(f) Such Debtor shall not change its principal place of business or
its chief executive office without having given Agent at least sixty (30)
days prior written notice;
(g) Such Debtor shall use, keep and maintain its respective
inventory, at its places of business, and shall (i) not move such inventory
therefrom, without the prior written approval of Agent, except that such
Debtor may move inventory to another location in the United States so long
as such Debtor shall give Agent written notice of any such new location at
which inventory with a value in excess of $500,000 is maintained within 30
days of such Debtor's establishment of such location, and (ii) not dispose
of any of such Collateral except for sales of inventory in the ordinary
course of business, and other dispositions permitted under the Loan
Agreement;
(h) Such Debtor shall keep and maintain all material, tangible items
of its respective Collateral in saleable condition, and such Debtor agrees
that such Collateral may be inspected and examined by Agent or its agents
during normal business hours, upon reasonable prior notice, and that Agent
shall have the right to inspect, audit, examine, check, or make copies of,
or extracts from, the books, files, accounts, and all other records of such
Debtor pertaining to such Debtor's business or any of its respective
Collateral;
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(i) Such Debtor shall preserve and maintain its corporate existence,
rights, franchises and privileges in the jurisdiction of its incorporation,
except as otherwise permitted by the Loan Agreement, and shall comply with
the requirements of all applicable laws, rules, regulations and orders of
any governmental authority, the noncompliance with which could be
reasonably expected to have a Material Adverse Effect (as defined in the
Loan Agreement);
(j) Such Debtor shall keep all tangible items of Collateral owned by
it fully insured as required by the Loan Agreement;
(k) During the five (5) year period preceding the date of this
Agreement, such Debtor has never carried on business, trade as, been known
as, used or incorporated under any name other than the name appearing on
the first page of this Agreement, except as set forth on Schedule 8.1.5 to
the Loan Agreement;
(l) Such Debtor shall provide to Agent such financial information
concerning such Debtor as required pursuant to the Loan Agreement; and
(m) Such Debtor shall not merge or consolidate with, nor shall such
Debtor acquire all or substantially all of the capital stock or assets of,
any person or entity except as permitted by the Loan Agreement;
3. Further Assurances; Authorization. Promptly after Agent's request
therefore, Debtors shall execute, or cause to be executed, and deliver to Agent
such instruments, assignments, or other documents as are necessary under the UCC
or other Applicable Law to perfect (or continue the perfection of) Agent's Lien
upon the Collateral and shall take such other action as may be reasonably
requested by Agent to give effect to or carry out the intent and purpose of this
Agreement, including, without limitation, all necessary financing statements,
landlord waivers, mortgagee waivers and subordination agreements. Each Debtor
shall reimburse Agent for the costs of filing or recording any such documents in
all public offices deemed necessary by Agent. Each Debtor shall give Agent
prompt written notice at any time such Debtor commences a material commercial
tort claim (as defined in the UCC) against any person that it intends to pursue
and, upon Agent's written request, shall execute such documents as are necessary
under the UCC to grant to Agent and perfect Agent's lien in such commercial tort
claim. Unless prohibited by Applicable Law, each Debtor hereby irrevocably
authorizes Agent to execute and file in any jurisdiction any financing statement
or amendment thereto on such Debtor's behalf, including financing statements
with respect to the Collateral. Each Debtor also hereby ratifies its
authorization for Agent to have filed in any jurisdiction any like financing
statements or amendments thereto if filed prior to the date hereof. The parties
agree that a carbon, photographic or other reproduction of this Agreement shall
be sufficient as a financing statement and may be filed in any appropriate
office in lieu thereof.
4. Events of Default. It is understood and agreed that an event of
default shall be deemed to have occurred under this Agreement, and Agent shall
be entitled to take such actions as are elsewhere provided herein, in the event
that an Event of Default shall occur under the Loan Agreement.
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5. Rights and Remedies Upon Default. Upon or at any time after the
occurrence of any one or more of the events of default specified in paragraph 4
hereof, the Indebtedness may become immediately due and payable as set forth in
the Loan Agreement, and Agent shall thereupon have and may exercise from time to
time any and all rights and remedies afforded to a secured party under the UCC,
together with every right and remedy available to Agent under any other
applicable law. In addition to, and without limiting the generality of the
foregoing, Agent shall have the following rights and remedies:
(a) The right at any time to notify any account debtor on any
Collateral to make all payments owing to any or all of the Debtors directly
to Agent for application to the Indebtedness and to collect all amounts
owing from any such account debtor;
(b) The right at any time or times, without advertisement or
publication (unless required by law), to sell, lease or otherwise dispose
of any or all of the Collateral at public or private sale, for cash, upon
credit or upon such other terms as Agent deems advisable in its sole
discretion, or otherwise to realize upon the whole or from time to time any
part of the Collateral in which Agent shall have a security interest
hereunder, Debtors remaining liable for any deficiency. Agent or any Lender
may bid and be the purchaser at any such sale if permitted by law;
(c) The right to conduct any such sales of Collateral on any Debtor's
premises or elsewhere and the right to use any Debtor's premises without
charge for such time or times as Agent may see fit;
(d) The right to require each Debtor, at such Debtor's expense, to
assemble its respective Collateral and make it available to Agent at a
place reasonably convenient to both parties. Alternatively, Agent may
peaceably by its own means or with judicial assistance enter each Debtor's
premises and take possession of its respective Collateral or dispose of
such Collateral on such Debtor's premises without resistance or
interference by such Debtor;
(e) The right to incur reasonable attorney's fees and expenses in
exercising any of the rights, remedies, powers or privileges provided
hereunder, and the right (but not the obligation) to pay, satisfy and
discharge, or to bond, deposit or indemnify against, any tax or other lien
which in the opinion of Agent or its counsel may in any manner or to any
extent be a lien upon any of the Collateral, all of which fees, payments
and expenses shall become part of Agent's expenses of retaking, holding,
preparing for sale and the like, and shall be added to and become a part of
the principal amount of the Indebtedness; and
(f) The right to apply the proceeds realized from any collection,
sale, lease or other disposition of any of the Collateral first to the
costs, expenses and attorneys' fees incurred by Agent in the collection of
any Indebtedness or in connection with the repossession, preparation for
sale, protection, removal, storage, sale and delivery of the Collateral;
second, to interest due upon the principal amount of the Indebtedness; and
third, to the principal amount of the Indebtedness. If any deficiency shall
arise, each Debtor shall remain bound and liable to Agent therefor.
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Agent shall not be liable or responsible to any Debtor in any way for the
safeguarding of any of the Collateral, for any loss or damage thereto (except
for reasonable care required while any Collateral is in Agent's actual
possession), for any diminution in the value thereof, or for any act or default
of any carrier, warehouseman, forwarding agency, or other person whomsoever, but
the same shall be at all times at each Debtor's risk.
All rights, remedies, powers, and privileges of Agent and Lenders hereunder are
cumulative and not alternative, and may be exercised concurrently or seriatim,
and are in addition to and not in lieu of any other rights of Agent or Lenders
at law, in equity, under statute or under any other agreement with any or all of
the Debtors.
6. Waivers. In addition to the other waivers contained herein and in any
other agreement between any or all of the Debtors and Agent, each Debtor hereby
expressly waives, to the extent permitted by law: demand, protest, notice of
protest, notice of default or dishonor, notice of payments and nonpayments, or
of any default, release, compromise, settlement, extension or renewal of all
commercial paper, instruments or guaranties at any time held by Agent or any
Lender on which any Debtor may in any way be liable; notice of any action taken
by Agent unless expressly required by this Agreement or by law; and the benefits
of Section 9-513 of the UCC to the extent it may require Agent to terminate any
financing statement prior to the date on which this Agreement is terminated.
7. Indulgences Not Waivers. Neither the failure nor any delay on the part
of Agent to exercise any right, remedy, power or privilege hereunder shall
operate as a waiver thereof or give rise to any estoppel, nor be construed as an
agreement to modify the terms of this Agreement, nor shall any single or partial
exercise by Agent of any right, remedy, power or privilege preclude any other or
further exercise by Agent of the same or of any other right, remedy, power, or
privilege; nor shall any waiver by Agent of any right, remedy, power or
privilege with respect to any occurrence be construed as a waiver of such right,
remedy, power or privilege with respect to any other occurrence. No waiver by a
party hereunder shall be effective unless it is in writing and signed by the
party making such waiver, and then only to the extent specifically stated in
such writing.
8. Notice. All notices, requests and demands to or upon a party hereto
shall be in writing and shall be sent by certified or registered mail, return
receipt requested, personal delivery against receipt or by telecopier or other
facsimile transmission and shall be deemed to have been validly served, given or
delivered when delivered against receipt or, in the case of facsimile
transmission, when received (if on a Business Day (as defined in the Loan
Agreement) and, if not received on a Business Day, then on the next Business Day
after receipt) at the office where the noticed party's telecopier is located, in
each case addressed to the noticed party as set forth below:
(A) If to Agent: Fleet Capital Corporation
000 Xxxxxxxx Xxxxxxx, X.X.
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Loan Administration, Manager
Telecopy No.: (000) 000-0000
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With a courtesy copy to: Parker, Hudson, Rainer & Xxxxx LLP
1500 Marquis Two Tower
000 Xxxxxxxxx Xxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attention: C. Xxxxxx Xxxxx, Esq.
Telecopy No.: (000) 000-0000
(B) If to Debtors: Danka Holding Company
00000 Xxxxx Xxxxxx, X.
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxxxx, Treasurer
Telecopy No.: (000) 000-0000
Copy to: Xxxxx Xxxxxx, Esq.
Telecopy No.: (000) 000-0000
With a courtesy copy to: Skadden, Arps, Slate, Xxxxxxx & Xxxx
(Illinois)
000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx
Attention: Xxxxx X. Xxxxx, Esq.
Telecopy No.: (000) 000-0000
or to such other address as each party may designate for itself by like notice
given in accordance with this paragraph 8.
The parties hereby agree that a notice sent as specified in this paragraph at
least ten (10) calendar days before the date of any intended public sale or the
date after which any private sale or other intended disposition of the
Collateral is to be made by Agent shall be deemed to be reasonable notice of
such sale or other disposition. All notice is hereby waived with respect to any
of the Collateral which threatens to decline speedily in value or is of a type
customarily sold on a recognized market.
9. Governing Law. This Agreement shall be governed in all respects by,
and construed in accordance with, the laws of the State of New York, including,
without limitation, the Uniform Commercial Code of the State of New York.
10. Entire Agreement. This Agreement together with the other Loan
Documents constitutes and expresses the entire understanding between the parties
hereto with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements and understandings, inducements or conditions,
express or implied, oral or written, except as herein contained. The express
terms hereof control and supersede any course of performance or usage of the
trade inconsistent with any of the terms hereof. Neither this Agreement nor any
portion or provision hereof may be changed, altered, waived, modified,
supplemented, discharged, cancelled, terminated, or amended orally or in any
manner other than by an agreement in writing signed by the parties hereto.
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11. Paragraph Headings. The paragraph headings in this Agreement are for
convenience of reference only; they form no part of this Agreement and shall not
affect its interpretation.
12. Severability. The provisions of this Agreement are independent of and
separable from each other. If any provision hereof shall for any reason be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
the validity or enforceability of any other provision hereof, but this Agreement
shall be construed as if such invalid or unenforceable provision had never been
contained herein.
13. Successors and Assigns. The rights, remedies, powers, and privileges
of Agent and Lenders hereunder shall inure to the benefit of the successors and
assigns of Agent and Lenders, and the duties and obligations of each Debtor
hereunder shall bind the successors and assigns of such Debtor.
14. Term of Agreement. This Agreement shall continue in full force and
effect until all of the Indebtedness has been satisfied in full and the Loan
Documents have been terminated. Agent agrees that upon payment in full of all
Indebtedness, the security interests granted to Agent in the Collateral shall
automatically terminate and all rights to the Collateral shall revert to the
applicable Debtor. Agent further agrees that upon such termination of the
security interests or release or re-assignment of any Collateral, Agent shall,
at the expense of the applicable Debtor, return all Collateral then in Agent's
possession and execute and deliver to the applicable Debtor such documents as
such Debtor shall reasonably request to evidence the termination of the security
interests or the release and re-assignment of such Collateral, as the case may
be.
15. Execution in Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which counterparts taken together shall constitute but one and the
same instrument. In proving this Agreement in any judicial proceeding, it shall
not be necessary to produce or account for more than one such counterpart signed
by the party against whom such enforcement is sought.
16. Forum Selection. This Agreement and the rights and obligations of the
parties hereto shall be governed by and construed in accordance with the laws of
the State of New York (including N.Y. Gen. Obligs. Section 5-1401) ; provided,
however, that, if any of the Collateral shall be located in any jurisdiction
other than New York, the laws of such jurisdiction shall govern the method,
manner and procedure for foreclosure of Agent's Lien upon such Collateral and
the enforcement of Agent's other remedies in respect of such Collateral to the
extent that the laws of such jurisdiction are different from or inconsistent
with the laws of the State of New York. As part of the consideration for new
value given to Borrowers under the Loan Agreement, and regardless of any present
or future domicile or principal place of business of any Debtor, each Debtor
hereby consents and agrees that the State Courts of New York sitting in the
Borough of Manhattan, or, at Agent's option, the United States District Court
for the Southern District of New York, shall have jurisdiction to hear and
determine any claims or disputes among any or all Debtors pertaining to this
Agreement or to any matter arising out of or related to this Agreement. Each
Debtor expressly submits and consents in advance to such jurisdiction in any
action or suit commenced in any such Court, and each Debtor hereby waives any
objection that such Debtor may have based
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upon lack of personal jurisdiction, improper venue or forum non conveniens and
hereby consents to the granting of such legal or equitable relief as is deemed
appropriate by such Court. Each Debtor hereby waives personal service of the
summons, complaint and other process issued in any such action or suit and
agrees that service of such summons, complaint and other process may be made by
certified mail addressed to such Debtor at the address set forth in this
Agreement and that service so made shall be deemed completed upon the earlier of
such Debtor's actual receipt thereof or 3 days after deposit in the U.S. mails,
proper postage prepaid. Nothing in this Agreement shall be deemed or operate to
affect the right of Agent to serve legal process in any other manner permitted
by law, or to preclude the enforcement by Agent of any judgment or order
obtained in such forum or the taking of any action under this Agreement to
enforce same in any other appropriate forum or jurisdiction.
17. Miscellaneous. Agent and any Lender may assign, or sell participations
in, its right, title and interest herein, in any of the Indebtedness, in the
Collateral, and in any agreements or instruments now or hereafter evidencing or
securing any of the Indebtedness at any time or times without notice to or the
consent of any Debtor. This Agreement shall not become effective until accepted
by Agent in Atlanta, Georgia, but each Debtor hereby waives notice of such
acceptance by Agent. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH
DEBTOR AND AGENT HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT,
PROCEEDING OR COUNTERCLAIM CONCERNING THIS AGREEMENT.
[Signatures on following pages]
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IN WITNESS WHEREOF, each Debtor has caused this Agreement to be signed, sealed
and delivered in Chicago, Illinois, on the day and year first written above.
AMERICAN BUSINESS CREDIT CORPORATION
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
-------------------------------
Title: Secretary
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CORPORATE CONSULTING GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
-------------------------------
Title: Secretary
------------------------------
DANKA IMAGING DISTRIBUTION, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
-------------------------------
Title: Secretary
------------------------------
DANKA MANAGEMENT COMPANY, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
-------------------------------
Title: Secretary
------------------------------
DANKA MANAGEMENT II COMPANY, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
-------------------------------
Title: Secretary
------------------------------
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D.I. INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
-------------------------------
Title: Secretary
------------------------------
XXXXXX ENTERPRISES, INC. OF SOUTH FLORIDA
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
-------------------------------
Title: Secretary
------------------------------
QUALITY BUSINESS, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
-------------------------------
Title: Secretary
------------------------------
Accepted:
--------
FLEET CAPITAL CORPORATION, as Agent
("Agent")
By: /s/ Xxxxxxx X. XxXxxxx
------------------------------------
Name: Xxxxxxx X. XxXxxxx
-------------------------------
Title: Senior Vice President
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EXHIBIT A
(Location of Books and Records)
