exhibit10-2.htm




EXECUTION COPY


 


AMENDMENT NO. 2

TO SENIOR SECURED CREDIT AGREEMENT

(QUANTUM CORPORATION)


 


          This AMENDMENT NO. 2 TO SENIOR SECURED CREDIT AGREEMENT (this “Amendment”), dated as of October 26, 2010, is entered into among QUANTUM CORPORATION, a Delaware corporation (the “Borrower”), each of the Lenders (as defined below) signatory hereto, and CREDIT SUISSE AG, Cayman Islands Branch (formerly known as “Credit Suisse, Cayman Islands Branch”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).


 


PRELIMINARY STATEMENTS: 


 


          (1) The Borrower, the lenders from time to time party thereto (each a “Lender” and, collectively, the “Lenders”), the Administrative Agent, and the other parties thereto have entered into the Senior Secured Credit Agreement, dated as of July 12, 2007 (as supplemented, modified and amended as of the date hereof, the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in the Credit Agreement (as amended by this Amendment).


 


          (2) The Borrower has requested the changes and modifications to the Credit Agreement hereinafter set forth.


 


          (3) The Required Lenders are, on the terms and conditions stated below, willing to amend the Credit Agreement as hereinafter set forth.


 


          SECTION 1. Amendments to Credit Agreement. The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:


 


     (a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definition in the appropriate alphabetical order:


 


          “Amendment No. 2” means the Amendment No. 2 to Senior Secured Credit Agreement dated as of October 26, 2010, amending this Agreement.


 


          “Amendment No. 2 Effective Date” means the date upon which all of the conditions precedent to effectiveness of Amendment No. 2, as specified in Section 2 thereof, have been satisfied.


 


     (b) The definition of “Equity Interests” in Section 1.01 of the Credit Agreement is hereby amended by inserting the following before the period at the end thereof: “or the amount of the obligations thereunder determined by reference to the value of the common stock of the obligor thereof, or by reason of the fact that such Indebtedness includes warrants, options or other rights to acquire common stock of such obligor or the amount of any obligations thereunder are determined by reference to such warrants, options or other rights”.


 


     (c) The definition of “Permitted Refinancing Indebtedness” in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the word “and” before clause (e) thereof and inserting a comma in its place, (ii) inserting at the beginning of clause (e) the phrase “other than any Refinancing Indebtedness issued or incurred to refinance the Indebtedness under that certain (x) Senior Subordinated Term Loan Agreement dated as of June 3, 2009 by and between the Borrower and EMC International Company (“EMC”) (the “Senior Subordinated EMC Indebtedness”) and (y) Supplemental Senior Subordinated Term Loan Agreement dated as of June 29, 2009 by and between the Borrower and EMC (together with the Senior Subordinated EMC Indebtedness, the “EMC Indebtedness”), and (iii) inserting immediately after clause (e) a new clause (f) to read as follows:


 





 






“and (f) in the case of any Refinancing Indebtedness issued or incurred to refinance any EMC Indebtedness or any Refinancing Indebtedness in respect thereof, such Refinancing Indebtedness contains covenants and events of default and is benefited by Guarantees, if any, which, taken as a whole, are determined in good faith by a Responsible Officer of the Borrower to be no less favorable to the Borrower or the applicable Subsidiary and the Lenders and the other Secured Parties in any material respect than the covenants and events of default or Guarantees, if any, in respect of Indebtedness under this Agreement, provided that such Refinancing Indebtedness (i) shall not contain any financial maintenance covenants, (ii) shall not mature any earlier than six months after the Maturity Date of the Indebtedness under the Term Facility, (iii) shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent, and (iv) shall bear an interest rate that, at the time of the incurrence or issuance of such Refinancing Indebtedness, shall be less than the cash interest rate of the EMC Indebtedness.”


 


     (d) Section 7.06 of the Credit Agreement is hereby amended by inserting the following before the semicolon at the end of clause (d) thereof:


 


“and, to the extent that such issuance is used to refinance Existing Notes or any Permitted Refinancing Indebtedness in accordance with Section 7.14(a)(iii), the Borrower may issue and sell Qualified Preferred Equity Interests other than to any Subsidiary of the Borrower”.


 


     (e) Section 7.14(a) of the Credit Agreement is hereby amended by inserting the following at the end of clause (iii)(A) thereof: “or the issuance by the Borrower of its common stock, other common Equity Interests or any Qualified Preferred Equity Interests”.


 


          SECTION 2. Conditions to Effectiveness. The amendments set forth in Section 1 above shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:


 


     (a) The Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and the Required Lenders;


 


     (b) The Administrative Agent shall have received a consent to this Amendment (in the form attached hereto) executed by each Subsidiary Guarantor;


 


     (c) The Borrower shall have paid to the Administrative Agent, for the account of each Lender that has duly executed and delivered to the Administrative Agent a counterpart of this Amendment prior to 12:00 p.m., New York City time on October 26, 2010, an amendment fee equal to 0.25 % of the aggregate principal amount of the Revolving Credit Commitments and/or Term Loans held by each such consenting Lender immediately prior to the Effective Date;


 





 






     (d) The representations and warranties of the Loan Parties set forth in each of the Loan Documents shall be true and correct in all material respects on and as of the Effective Date (both before and after giving effect to this Amendment), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2(f), the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively; and no Default or Event of Default shall have occurred and be continuing as of the Effective Date; and 


 


     (e) The Borrower shall have paid such other fees and expenses of Credit Suisse and its Affiliates that are due and payable on or before the Effective Date as separately agreed by the Borrower. 


 


          SECTION 3. Representations and Warranties of the Borrower. The Borrower hereby represents and warrants that: 


 


     (a) The execution, delivery and performance by the Borrower of this Amendment, the execution and delivery by each Subsidiary Guarantor of its consent to this Amendment (in the form attached hereto), and the performance by the Borrower of the Credit Agreement, as amended hereby, have been duly authorized by all necessary corporate action. 


 


     (b) This Amendment has been duly executed and delivered by the Borrower. This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally, and subject to the effects of general principles of equity (regardless whether considered in a proceeding in equity or at law).


 


          SECTION 4. Reference to and Effect on the Loan Documents. On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment. The Credit Agreement and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement or any other Loan Document.


 


          SECTION 5. Costs, Expenses. The Borrower hereby agrees to pay on demand all accrued costs and expenses of the Administrative Agent pursuant to the Credit Agreement or in connection with this Amendment or the Credit Agreement, or any of the transactions contemplated hereby or thereby (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent).


 


          SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or other electronic communication shall be effective as delivery of a manually executed counterpart of this Amendment.


 





 






          SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. 


 


          SECTION 8. Waiver of Jury Trial. EACH PARTY SIGNATORY HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.


 


[Signature Pages Follow]


 





 






In WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed by their respective officers thereunto duly authorized, as of the date first above written.


 



	QUANTUM CORPORATION,
	as Borrower
	 	 
	By:	/s/ Shawn D. Hall	 
	Name: 	Shawn D. Hall
	Title:	Vice President, General Counsel and Secretary










 







	CREDIT SUISSE AG, CAYMAN ISLANDS	 	ARES ENHANCED LOAN
	BRANCH (formerly known as “Credit Suisse	 	INVESTMENT STRATEGY III, LTD.,
	Cayman islands Branch”) as Administrative	 	as a Lender
	Agent, Collateral Agent and a Lender	 	By: Ares Enhanced Loan Management
	 	 	 	III, L.P., its Portfolio Manager
	By:	/s/ Robert Hetu	 	 	By: Ares Enhanced Loan III GP, LLC, its
	Name: 	Robert Hetu	 	General Partner
	Title:	Managing Director	 	 	  
	 	 	 	By:	/s/ John Leupp	 
	By:	/s/ Rahul Parmar	 	 	Name:  	John Leupp
	Name:  	Rahul Parmar	 	Title:	Authorized Signatory
	Title:	Associate	 	 	  
	 	   	 	ARES ENHANCED LOAN
	CoLTS 2007-1 LTD, as a Lender	 	INVESTMENT STRATEGY IR, LTD.,
	By: Structured Asset Investors, LLC, as	 	as a Lender
	Collateral Manager	 	By: Ares Enhanced Loan Management
	By: Ivy Hill Asset Management, L.P., as	 	IR, L.P., its Portfolio Manager
	submanager	 	By: Ares Enhanced Loan IR GP, LLC, its
	 	   	 	 	General Partner
	By:	/s/ John Leupp	 	 	 	  
	Name:  	John Leupp	 	By:	/s/ John Leupp	 
	Title:	Authorized Signatory	 	Name:  	John Leupp
	 	  	 	Title:	Authorized Signatory
	GLOBAL LOAN OPPORTUNITY	 	 	  
	FUND B.V., a Lender	 	ARES XI CLO LTD., as a Lender
	By: Ares Management Limited, its	 	By: Ares CLO Management XI, L.P., its
	Portfolio Manager	 	Asset Manager
	 	   	 	By: Ares CLO GP XI, LLC, its General
	By:	/s/ John Leupp	 	 	Partner
	Name: 	John Leupp	 	 	   
	Title: 	Authorized Signatory	 	By:	/s/ John Leupp	 
	 	 	 	Name:  	John Leupp
	ARES ENHANCED LOAN	 	Title:	Authorized Signatory
	INVESTMENT STRATEGY II, LTD.	 	 	   
	By: Ares Enhanced Loan Management II,	 	WESTCHESTER CLO, LTD., as a
	L.P., its Portfolio Manager	 	Lender
	By: Ares Enhanced Loan II GP, LLC, its	 	By: Highland Capital Management, L.P.,
	General Partner	 	as a Collateral Servicer
	 	  	 	By: Strand Advisors, Inc., its General
	By:	/s/ John Leupp	 	 	Partner
	Name:  	John Leupp	 	 	  
	Title:	Authorized Signatory	 	By:	/s/ Jason Post	 
	 	 	 	Name:	Jason Post
	 	 	 	Title:	Operations Director
	 	 	 	 	 










 







	LOAN FUNDING VII LLC, as a Lender	 	HIGHLAND LOAN FUNDING V LTD.,
	By: Highland Capital Management, L.P.,	 	as a Lender
	as a Collateral Manager	 	By: Highland Capital Management, L.P.,
	By: Strand Advisors, Inc., its General	 	as a Collateral Manager
	Partner	 	By: Strand Advisors, Inc., its General
	 	  	 	Partner
	By:	/s/ Jason Post	 	 	 	  
	Name:  	Jason Post	 	By:	/s/ Jason Post	 
	Title:	Operations Director	 	Name:  	Jason Post
	 	 	 	Title:	Operations Director
	SOUTHFORK CLO LTD., as a Lender	 	 	  
	By: Highland Capital Management, L.P.,	 	GRAYSON CLO LTD., as a Lender
	as a Collateral Manager	 	By: Highland Capital Management, L.P.,
	By: Strand Advisors, Inc., its General	 	as a Collateral Manager
	Partner	 	By: Strand Advisors, Inc., its General
	 	  	 	Partner
	By:	/s/ Jason Post	 	 	 	 
	Name:  	Jason Post	 	By:	/s/ Jason Post	 
	Title:	Operations Director	 	Name:  	Jason Post
	 	 	 	Title:	Operations Director
	RED RIVER CLO LTD., as a Lender	 	 	 
	By: Highland Capital Management, L.P.,	 	GLENEAGLES CLO LTD., as a Lender
	as a Collateral Manager	 	By: Highland Capital Management, L.P.,
	By: Strand Advisors, Inc., its General	 	as a Collateral Manager
	Partner	 	By: Strand Advisors, Inc., its General
	 	  	 	Partner
	By:	/s/ Jason Post	 	 	 	 
	Name:  	Jason Post	 	By:	/s/ Jason Post	 
	Title:	Operations Director	 	Name:  	Jason Post
	 	  	 	Title:	Operations Director
	JASPER CLO, LTD., as a Lender	 	 	 
	By: Highland Capital Management, L.P.,	 	LOAN FUNDING IV LLC, as a Lender
	as a Collateral Manager	 	By: Highland Capital Management, L.P.,
	By: Strand Advisors, Inc., its General	 	as a Collateral Manager
	Partner	 	By: Strand Advisors, Inc., its General
	 	  	 	Partner
	By:	/s/ Jason Post	 	 	 	 
	Name:	Jason Post	 	By:	/s/ Jason Post	 
	Title:	Operations Director	 	Name:	Jason Post
	 	 	 	Title:	Operations Director
	 	 	 	 	 










 







	EASTLAND CLO LTD., as a Lender	 	CIFC FUNDING 2007-IV, LTD., as a
	By: Highland Capital Management, L.P.,	 	Lender
	as a Collateral Manager	 	 	  
	By: Strand Advisors, Inc., its General	 	By:	/s/ Steve Vaccaro	 
	Partner	 	Name:  	Steve Vaccaro
	 	  	 	Title:	Co-Chief Investment Officer
	By:	/s/ Jason Post	 	 	 	  
	Name:  	Jason Post	 	REGIMENT CAPITAL, LTD
	Title:	Operations Director	 	By: Regiment Capital Management, LLC
	 	  	 	as its Investment Advisor
	SPCP GROUP III LLC, as a Lender	 	By: Regiment Capital Advisors, LP its
	 	 	 	Manager and pursuant to delegated
	By:	/s/ David Steinmetz	 	 	authority
	Name:  	David Steinmetz	 	 	 
	Title:	Authorized Signatory	 	By:	/s/ Mark A. Brostowski	 
	 	  	 	Name:  	Mark A. Brostowski
	SPF CDO I, LTD., as a Lender	 	Title:	Authorized Signatory
	 	  	 	 	 
	By:	/s/ David Steinmetz	 	 	CAVALRY CLO I, LTD
	Name:  	David Steinmetz	 	By: Regiment Capital Management, LLC
	Title:	Authorized Signatory	 	as its Investment Advisor
	 	 	 	By: Regiment Capital Advisors, LP its
	VENTURE II CDO 2002, LIMITED	 	Manager and pursuant to delegated
	By: its investment advisor, MJX Asset	 	authority
	Management LLC, as a Lender	 	By: Regiment Capital Advisors, LLC its
	 	  	 	General Partner
	By:	/s/ Jon P. Calaba	 	 	 	  
	Name:  	Jon P. Calaba	 	By:	/s/ Mark A. Brostowski	 
	Title:	Managing Director	 	Name:  	Mark A. Brostowski
	 	 	 	Title:	Authorized Signatory
	VISTA LEVERAGED INCOME FUND	 	 	 
	By: its investment advisor, MJX Asset	 	GENERAL ELECTRIC CAPITAL
	Management LLC, as a Lender	 	CORPORATION, as a Lender
	 	  	 	 	  
	By:	/s/ Jon P. Calaba	 	 	By:	/s/ Jeffrey A. Skinner	 
	Name:	Jon P. Calaba	 	Name:  	Jeffrey A. Skinner
	Title:	Managing Director	 	Title:	Duly Authorized Signatory
	 	 	 	 	 
	 	 	 	 	 










 







	MC FUNDING, LTD	 	STONE TOWER CDO LTD.
	By: Monroe Capital Management, LLC,	 	By: Stone Tower Debt Advisors LLC as
	as Collateral Manager, as a Lender	 	its Collateral Manager, as a Lender
	  	 	  
	By:	/s/ Alex Franky	 	 	By:	 /s/ Michael W. DelPercio	 
	Name:  	Alex Franky	 	Name:  	Michael W. DelPercio
	Title:	Director	 	Title:	Authorized Signatory
	 	  	 	 	  
	SILICON VALLEY BANK, as a Lender	 	STONE TOWER CLO III LTD.
	 	  	 	By: Stone Tower Debt Advisors LLC as
	By:	/s/ Doug Bontemps	 	 	its Collateral Manager, as a Lender
	Name:  	Doug Bontemps	 	 	 
	Title:	Director	 	By:	/s/ Michael W. DelPercio	 
	 	 	 	Name:  	Michael W. DelPercio
	TELOS CLO 2006-1, LTD.	 	Title:	Authorized Signatory
	TELOS CLO 2007-2, LTD.	 	 	 
	as Lenders	 	STONE TOWER CLO IV LTD.
	By: Tricadia Loan Management	 	By: Stone Tower Debt Advisors LLC as
	  	 	 	its Collateral Manager, as a Lender
	By:	/s/ Ro Toyoshima	 	 	 	 
	Name:	Ro Toyoshima	 	By:	/s/ Michael W. DelPercio	 
	Title:	Principal	 	Name:	Michael W. DelPercio
	 	  	 	Title:	Authorized Signatory
	WELLS FARGO BANK, NATIONAL	 	 	 
	ASSOCIATION, successor	 	STONE TOWER CLO V LTD.
	By: Merger to Wachovia Bank, National	 	By: Stone Tower Debt Advisors LLC as
	Association, as a Lender	 	its Collateral Manager, as a Lender
	 	   	 	 	   
	By:	/s/ Mireille Zappulla	 	 	By:	/s/ Michael W. DelPercio	 
	Name:  	Mireille Zappulla	 	Name:  	Michael W. DelPercio
	Title:	Senior Vice President	 	Title:	Authorized Signatory
	 	 	 	 	 
	CORNERSTONE CLO LTD.	 	STONE TOWER CLO VII LTD.
	By: Stone Tower Debt Advisors LLC as	 	By: Stone Tower Debt Advisors LLC as
	its Collateral Manager, as a Lender	 	its Collateral Manager, as a Lender
	 	 	 	 	 
	By:	/s/ Michael W. DelPercio	 	 	By:	/s/ Michael W. DelPercio	 
	Name:	Michael W. DelPercio	 	Name:	Michael W. DelPercio
	Title:	Authorized Signatory	 	Title:	Authorized Signatory
	 	 	 	 	 










 







	STONE TOWER CLO VIII LTD.	 	LANDMARK VII CDO LIMITED
	By: Stone Tower Debt Advisors LLC as	 	By: Aladdin Capital Management, as
	its Collateral Manager, as a Lender	 	Manager
	 	    	 	 	  
	By:	/s/ Michael W. DelPercio	 	 	By:	/s/ James Bragg	 
	Name:  	Michael W. DelPercio	 	Name:  	James Bragg
	Title:	Authorized Signatory	 	Title:	Authorized Signatory
	 	  	 	 	 
	GENESIS CLO 2007-1, as a Lender	 	NOB HILL CLO II, LIMITED, as a
	By: Ore Hill Partners LLC, its Collateral	 	Lender
	Manager	 	 	   
	 	 	 	By:	/s/ Bradley Kane	 
	By:	/s/ Claude A. Baum, Esq.	 	 	Name:  	Bradley Kane
	Name:  	Claude A. Baum, Esq.	 	Title:	Portfolio Manager
	Title:	General Counsel, Ore Hill Partners LLC	 	 	 
	 	 	 	PANGAEA CLO 2007-1 LTD.
	LANDMARK III CDO LIMITED	 	By: Pangaea Asset Management, LLC, its
	By: Aladdin Capital Management, as	 	Collateral Manager, as a Lender
	Manager	 	 	 
	 	 	 	By:	/s/ Ross Van Drunen	 
	By:	/s/ James Bragg	 	 	Name:	Ross Van Drunen
	Name:  	James Bragg	 	Title:	Assistant Secretary
	Title:	Authorized Signatory	 	 	 
	 	 	 	 	 
	LANDMARK IV CDO LIMITED	 	 	 
	By: Aladdin Capital Management, as	 	 	 
	Manager	 	 	 
	 	  	 	 	 
	By:	/s/ James Bragg	 	 	 	 
	Name:	James Bragg	 	 	 
	Title:	Authorized Signatory	 	 	 
	 	  	 	 	 
	LANDMARK V CDO LIMITED	 	 	 
	By: Aladdin Capital Management, as	 	 	 
	Manager	 	 	 
	   	 	 	 
	By:	/s/ James Bragg	 	 	 	 
	Name:	James Bragg	 	 	 
	Title:	Authorized Signatory	 	 	 










 






CONSENT OF SUBSIDIARY GUARANTORS


 


Dated as of October 26, 2010


 


          Each of the undersigned, as a Subsidiary Guarantor under and as defined in the Senior Secured Credit Agreement dated as of July 12, 2007, among Quantum Corporation (the “Borrower”), the Lenders party thereto, CREDIT SUISSE AG, Cayman Islands Branch (formerly known as “Credit Suisse, Cayman Islands Branch”), as administrative agent for the Lenders, and the other parties thereto (as supplemented, modified and amended as of the date hereof, the “Credit Agreement”), hereby consents to Amendment No. 2 to such Credit Agreement, dated as of October 26, 2010 (the “Amendment”), and to the amendments to the Credit Agreement set forth therein, and hereby confirms and agrees that, notwithstanding the effectiveness of the Amendment, the obligations of such Subsidiary Guarantor contained in the Subsidiary Guaranty, or in any other Loan Document to which it is a party, are and shall remain in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by the Amendment.


 


[Signature pages follow]


 





 







	ADVANCED DIGITAL INFORMATION
	CORPORATION
	  
	By:	/s/ Shawn D. Hall	 
	Name:  	Shawn D. Hall
	Title:	Vice President, General Counsel and Secretary
	 	  
	CERTANCE HOLDINGS CORPORATION
	 	  
	By:	/s/ Shawn D. Hall	 
	Name:	Shawn D. Hall
	Title:	Vice President, General Counsel and Secretary
	 	  
	CERTANCE (US) HOLDINGS, INC.
	 	  
	By:	/s/ Shawn D. Hall	 
	Name:	Shawn D. Hall
	Title:	Vice President, General Counsel and Secretary
	 	  
	CERTANCE LLC
	 	  
	By:	/s/ Shawn D. Hall	 
	Name:	Shawn D. Hall
	Title:	Vice President, General Counsel and Secretary
	 	  
	QUANTUM INTERNATIONAL, INC.
	 	  
	By:	/s/ Shawn D. Hall	 
	Name:	Shawn D. Hall
	Title:	Vice President, General Counsel and Secretary