alea-institute/kl3m-data-sample-004-shuffled huggingface dataset:
exv10w10






Exhibit 10.10




AMENDMENT NO. 2

TO

AMENDED AND RESTATED EXTERRAN HOLDINGS, INC.

2007 STOCK INCENTIVE PLAN




Effective April 30, 2009




          WHEREAS, Exterran Holdings, Inc., a Delaware corporation (the “Company”), has established and
maintains the Amended and Restated Exterran Holdings, Inc. 2007 Stock Incentive Plan, as amended by
Amendment No. 1 thereto (as so amended, the “Plan”); and




          WHEREAS, pursuant to Article XIII of the Plan, the Company has the right to amend the Plan at
any time by action of the Board.




          NOW,
THEREFORE, the Board hereby amends the Plan, effective as of the date
set forth above, as
follows:




     1. The first sentence in paragraph (d) in Article IV of the Plan is hereby amended and
restated in its entirety to read as follows:




“Subject to Paragraph IV(a) above, the Committee may delegate to the Board or to one
or more other committees of the Board the authority to grant Awards to Employees who
are not subject to Section 16(b) of the 1934 Act.”



     2. The Plan shall remain in full force and effect and, as amended by this Amendment, is hereby
ratified and affirmed in all respects.
§ 4280.304 Review or appeal rights and administrative concerns. ( a ) *Review or appeal rights.* An applicant MDO, a microlender, or grantee MDO may seek a review of an adverse Agency decision under this subpart from the appropriate Agency official that oversees the program in question, and/or appeal the Agency decision to the National Appeals Division in accordance with 7 CFR part 11.
( b ) *Administrative concerns.* Any questions or concerns regarding the administration of the program, including any action of the microlender, may be sent to: USDA Rural Development, Rural Business-Cooperative Service, Program Management Division at 1400 Independence Avenue SW, Room 5160-S, Mail Stop 3226, Washington, DC 20250-3226 or its successor agency, or the local USDA Rural Development office.
<TABLE> <S> <C>


<ARTICLE>                     5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   MAR-31-1997
<CASH>                                           92619
<SECURITIES>                                         0
<RECEIVABLES>                                   771954
<ALLOWANCES>                                     43860
<INVENTORY>                                     734440
<CURRENT-ASSETS>                               1956863
<PP&E>                                         2279556
<DEPRECIATION>                                 1431189
<TOTAL-ASSETS>                                 3985194
<CURRENT-LIABILITIES>                          1505697
<BONDS>                                         221502
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                         77835
<OTHER-SE>                                     2180160
<TOTAL-LIABILITY-AND-EQUITY>                   3985194
<SALES>                                        1368599
<TOTAL-REVENUES>                               1368599
<CGS>                                           736541
<TOTAL-COSTS>                                  1468664
<OTHER-EXPENSES>                                 22866
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               27502
<INCOME-PRETAX>                                (122931)
<INCOME-TAX>                                     39500
<INCOME-CONTINUING>                             (83431)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    (83431)
<EPS-PRIMARY>                                       (0.02)
<EPS-DILUTED>                                       (0.02)
        


</TABLE>
30.201-3 Solicitation provisions.

(a) The contracting officer shall insert the provision at 52.230-1, Cost Accounting Standards Notices

and Certification, in solicitations for proposed contracts subject to CAS as specified in 48 CFR

9903.201. 

(b) If an award to an educational institution is contemplated prior to July 1, 1997, the contracting

officer shall insert the basic provision set forth at 52.230-1 with its Alternate I, unless the contract is

to be performed by a Federally Funded Research and Development Center (FFRDC) (see 48 CFR

9903.201-2(c)(5) ), or the provision at 48 CFR 9903.201-2(c)(6) applies. 

(c) Insert the provision at FAR 52.230-7, Proposal Disclosure-Cost Accounting Practice Changes, in

solicitations for contracts subject to CAS as specified in 48 CFR 9903.201. 

Parent topic: 30.201 Contract requirements.
<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          SEP-27-1997
<PERIOD-START>                             SEP-29-1996
<PERIOD-END>                               DEC-28-1996
<CASH>                                          13,852
<SECURITIES>                                    10,341
<RECEIVABLES>                                   11,238
<ALLOWANCES>                                       426
<INVENTORY>                                      3,780
<CURRENT-ASSETS>                                43,311
<PP&E>                                           9,481
<DEPRECIATION>                                   5,804
<TOTAL-ASSETS>                                  53,887
<CURRENT-LIABILITIES>                           12,883
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                            83
<OTHER-SE>                                      40,640
<TOTAL-LIABILITY-AND-EQUITY>                    53,887
<SALES>                                         11,852
<TOTAL-REVENUES>                                14,189
<CGS>                                            2,692
<TOTAL-COSTS>                                    3,113
<OTHER-EXPENSES>                                 7,894
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  3,490
<INCOME-TAX>                                     1,315
<INCOME-CONTINUING>                              2,175
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,175
<EPS-PRIMARY>                                     0.25
<EPS-DILUTED>                                     0.25
        

</TABLE>
146 So.2d 161

#### CHICAGO, ROCK ISLAND AND PACIFIC RAILROAD COMPANY v. LOUISIANA PUBLIC SERVICE COMMISSION et al.

No. 46081.

Nov. 5, 1962.

Joseph H. Kavanaugh, Baton Rouge, for defendants-appellants.

Nauman S. Scott, Provosty, McSween, Sadler & Scott, Alexandria, Wright, Lind*681■sey, Jennings, Lester & Shults, Little Rock, .Ark., for plaintiff-appellee.

FOURNET, Chief Justice.

The Louisiana Public Service Commis•sion hereinafter referred to as the Commission, appealed suspensively from the judgment of the Nineteenth Judicial District •Court reyersing its order by a divided vote, '■denying the application of the Chicago, Rock Island and Pacific Railroad Company, hereinafter referred to as the railroad, for .authority to discontinue the operation of its .freight agency station at Lillie.

The case was submitted to the trial judge ■on the record as made up before the Commission and in reversing the order, the •court- assigned the following reasons:

> “The evidence shows that the station operated in 1959 at a net loss of $2,280.53; in 1960, $4,886.25; and for the first five months of 1961, $1,851.-68. * * * These figures were compiled according to recognized and approved accounting practices.

> “Lillie is located 8.7 miles north of Bernice and 7 miles south of Junction City. Shippers and receivers of freight •can be served at either of those agency .stations without any substantial inconvenience or financial loss to them. 'There is no showing that the continuance of the Agency station at Lillie is required by the public convenience and necessity. That its continuance would impose a financial loss on the Railroad is beyond dispute.”

Counsel for the Commission concedes in brief that the record reflects that the railroad had been losing money at the Lillie Station but contends that the trial judge erred in holding that the public need and necessity for the maintenance of the station did not outweigh the-expense of the operation thereof, pointing out that several witnesses appeared and testified that at the time Lillie was developing economically and that the prospect of getting new industries to locate there was favorable and that the closing of the station would be detrimental thereto.

The record is barren of any evidence to support counsel’s contention. Reference to the testimony of the two witnesses, who were elected officials, will show that' at best they were expressing a hope that new industries would establish there. They did not claim that they were representing any particular individual or that they were authorized to speak for any designated industries or business interests which were contemplating locating in the Lillie area. Of pertinence also is the fact that the principal shipper and two receivers who availed themselves of the station agent’s services did not appear in opposition to the closing and were not represented.

For the reasons assigned, the judgment appealed from is affirmed.
# 30.201 Contract requirements.

Title 48 CFR 9903.201-1               describes the rules for determining whether a proposed contract or subcontract is exempt from CAS. Negotiated contracts not exempt in accordance with 48 CFR 9903.201-1(b)*shall* be subject to CAS. A CAS-covered contract *may* be subject to either full or modified coverage. The rules for determining whether full or modified coverage applies are in 48 CFR 9903.201-2.           

- 30.201-1 CAS applicability. 
- 30.201-2 Types of CAS coverage. 
- 30.201-3 Solicitation provisions. 
- 30.201-4 Contract clauses. 
- 30.201-5 Waiver. 
- 30.201-6 Findings. 
- 30.201-7 Cognizant Federal agency responsibilities. 

**Parent topic:**Subpart 30.2 - CAS Program Requirements
#### DINGMAN, Respondent, v. SYLVESTER et al., Appellants.

(Supreme Court, Appellate Division, Fourth Department.

May 28, 1906.)

Action by Yates Dingman against Lewis Sylvester and others.

No opinion. Judgment affirmed, with costs.
EXHIBIT 32

CERTIFICATIONS OF JOSEPH R. ROZELLE, PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL 
FINANCIAL OFFICER, PURSUANT TO 18 U.S.C. SECTION 1350



In connection with the Quarterly Report on Form 10-Q of VPGI Corp. (the "Company") for the period ended December 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, the undersigned officer of the Company, certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:



1.  The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and



2.  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:  February 14, 2007

| | /s/    JOSEPH R. ROZELLE       
| | -------------------------------
| | JOSEPH R. ROZELLE              
| | Chief Executive Officer        
| | and Principal Financial Officer
| |                                



The foregoing certification is being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
# FILED
August 19, 1998 Cecil Crowson, Jr. Appe llate Court C lerk IN THE COURT OF APPEALS OF TENNESSEE AT KNOXVILLE

KENNETH RAY MAYFIE LD, SR. ) BRADLEY CIRCUIT

) Plaintiff/Appellee ) NO. 03A01-9803-C V-00112 ) v. ) HON. JOHN B. HAGLE R, JR. ) JUDGE NANCY PRECELLA MAYFIELD, ) ) Defendant/Appel

lant )

ORDER ON PETITION TO REHEAR OR RECONSIDER Appellant seeks rehearing or

reconsideration

of thememorandum opinion filed by this Court on July 30, 1998, and for cause avers that “no marital dissolution

agreemen t was e ver signed or entered by the parties. The parties simply appeared before the court and annou nced an agreement to the cou rt.” Further, that “wife, nor her counsel, had no t ime to retract t

he agreemen t at that time, as it was not learned b y counsel, until the ne

xt day, that the verbal agr

eement which Wife sta

ted before the court had actually been coerced by Husband under duress.” The record contains

no transcript of the proceedings before the trial judge. Counsel for appellant provid ed in his appellate

brief the followin

g version of the events at trial which, fo rthe purpose of conside ring this petition, w

e shall adopt as true: “Bothparties and their counsel appear e d before the Court on the morning of September 5, 199 7. Counsel for Wif e explained to the Courtthey had agreed to a divorce based on stipul

ated grounds. The parties had very few items of personal pr operty and no

real property. Basically, the agreement granted Wife a divorc e on the grounds of inappropriate

martial [sic] co

nduct. It f

urt her provided Husband would pay the parties’ de

bts, would provide W

ife with a v ehicle,1 Indeed the terms of the agreement as d

escribed by the appe

llant indicate that she successfully negotiated in her own behalf. 2 would reimburse a portion

of Wife’s attorne

ys fees a n d would pay rehabilitative

alimonyfor a period of tw o years. The agreement a lso provided for reasonable ste p-pa rent visitation. Counsel for Wife announced to the Court that it had been Wife’s intent ion to non-suit her counter-complaint and proceed to defe nding herself against

the divorce, on the basis he had no grounds for divorce. The Court placed both parties under oa th and they agreed this w as their agreement.” Uponreconsideration, we find that Appel lant was at all times represented by able counsel, and th

at although she may hav

e chosen not to fully ap

prise him of the facts, she had

ample oppo rtu nity to notify him or the trial judge of any unusual circumstances sur rounding the parties’ agreement. 1 This she failedto do,
or she has simply changed

her mind. The Pe

tition for Reheari

ng i s accordingly denied with costs assessed to the petitioner.

_______________________________ William H. Inma

n, Senior Judge CONCUR:

_______________________________ Herschel P. Fr

anks, Judge

_______________________________ Don T. McMurra

y, Judge
EXHIBIT 34.3


                                                                    EXHIBIT 34.3


[PRICEWATERHOUSECOOPERS] [LOGO]


                   [Letterhead of PricewaterhouseCoopers LLP]

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of JPMorgan Chase Bank, National Association


We have examined management's assertion, included in the accompanying
Management's Report on Assessment of Compliance with Applicable Servicing
Criteria, that JPMorgan Chase Bank, National Association (the "Company")
complied with the servicing criteria set forth in Item 1122(d) of the Securities
and Exchange Commission's Regulation AB for the asset-backed securities
transactions backed by insurance receivables, for which the Company acts as
Indenture Trustee (the "Platform"), as of September 30, 2006 and for the period
from January 1, 2006 to September 30, 2006 excluding the criteria 1122(d)
(1)(ii)-(iv), (2)(iii), (2)(vi), and (4)(x)-(xv), which the Company has
determined are not applicable to the activities performed by it with respect to
the Platform. Appendix A to management's assertion identifies the individual
asset-backed transactions and securities defined by management as constituting
the Platform. Management is responsible for the Company's compliance with the
servicing criteria. Our responsibility is to express an opinion on management's
assertion based on our examination.

Our examination was conducted in accordance with standards of the Public Company
Accounting Oversight Board (United States) and, accordingly, included examining,
on a test basis, evidence about the Company's compliance with the applicable
servicing criteria and performing such other procedures as we considered
necessary in the circumstances. Our examination included testing of selected
asset-backed transactions and securities that comprise the Platform, testing of
selected servicing activities related to the Platform, and determining whether
the Company processed those selected transactions and performed those selected
activities in compliance with the applicable servicing criteria. Our procedures
were limited to the selected transactions and servicing activities performed by
the Company during the period covered by this report. Our procedures were not
designed to detect noncompliance arising from errors that may have occurred
prior to or subsequent to our tests that may have affected the balances or
amounts calculated or reported by the Company during the period covered by this
report. We believe that our examination provides a reasonable basis for our
opinion. Our examination does not provide a legal determination on the Company's
compliance with the servicing criteria. In our opinion, management's assertion
that the Company complied with the aforementioned applicable servicing criteria
as of and for the period ended September 30, 2006 for the Platform is fairly
stated, in all material respects.



/s/ PricewaterhouseCoopers LLP



March 1, 2007
[Federal Register Volume 75, Number 229 (Tuesday, November 30, 2010)]
[Notices]
[Pages 74011-74014]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2010-30043]


=======================================================================
-----------------------------------------------------------------------

DEPARTMENT OF DEFENSE

Office of the Secretary

[Transmittal Nos. 10-24]


36(b)(1) Arms Sales Notification

AGENCY: Department of Defense, Defense Security Cooperation Agency.

ACTION: Notice.

-----------------------------------------------------------------------

SUMMARY: The Department of Defense is publishing the unclassified text 
of a section 36(b)(1) arms sales notification. This is published to 
fulfill the requirements of section 155 of Public Law 104-164 dated 21 
July 1996.

FOR FURTHER INFORMATION CONTACT:  Ms. B. English, DSCA/DBO/CFM, (703) 
601-3740.

SUPPLEMENTARY INFORMATION: The following is a copy of a letter to the 
Speaker of the House of Representatives, Transmittals 10-24 with 
attached transmittal, and policy justification.

    Dated: November 23, 2010.
Morgan F. Park,
Alternate OSD Federal Register Liaison Officer, Department of Defense.
BILLING CODE 5001-06-P

[[Page 74012]]

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[FR Doc. 2010-30043 Filed 11-29-10; 8:45 am]
BILLING CODE 5001-06-C
## United States Court of Appeals FOR THE EIGHTH CIRCUIT

___________ No. 07-3153

___________ Metropolitan Life Insurance Company, * Plaintiff, * * v. * Appeal from the United States * District Court for the Carlotta J. Wilson; Joseph E. Wilson; * Western District of Missouri. Debbie L. Wilson, also known as * Debbie L. Wilson Frazier; Douglas G. * [UNPUBLISHED] Wilson, * * Defendants, * * Carrie A. Mallory, * * Appellant, * * Edward A. Wilson, * * Defendant, * * Rebecca Lake Wood, Jackson County, * Missouri Public Administrator, * Administer ad litem for the Estate of * Eugene Wilson, * * Appellee. *

___________ Submitted: January 22, 2009 Filed: January 29, 2009

___________1 The Honorable Ortrie D. Smith, United St ates District Judge for the Western District of Missouri. -2- Before BYE, COLLOTON, and GRUENDER, Circuit Judges.

___________ PER CURIAM. Carrie A. Mallory appeals the district court’s 1 order directing that benefits from an ERISA-regulated life insurance plan be tu rned over to the probate estate of Eugene Wilson for distribution by the Missouri state court. Specifically, she challenges the district court’s finding, after a bench trial, that in August 2005 Wilson lacked the mental capacity to make a valid beneficiary designation.
We first note that because Mallory did not provide a trial transcript, we are unable to review the district court’s factua l findings or its determinations regarding witness credibility. See Fed. R. App. P. 10(b)(1) (dis cussing appellant’s duty to order transcript); Van Treese v. Blome , 7 F.3d 729, 729 (8th Cir. 1993) (per curiam) (district court’s factual findings after bench trial cannot be reviewed without transcript); Schmid v. United Bhd. of Carpenters & Joiners , 827 F.2d 384, 385-86 (8th Cir. 1987) (per curiam) (where pro se appellant did not order trial tr anscript, this court could not review evidentiary rulings orsufficiency of evidence). Upon careful de novo review of the distri ct court’s legal conclusions, we find no reversible error. SeeUnited States v. Missouri , 535 F.3d 844, 848 (8th Cir. 2008) (de novo review in appeal from civil bench trial); Equitable Life Assurance Soc’y v. Crysler , 66 F.3d 944, 948 (8th Cir. 1995) (desi gnation of ERISA plan beneficiaries and determination of who is entitled to plan benefits are questions of federal law); Mohamed v. Kerr , 53 F.3d 911, 913 (8th Cir. 1995) (federal common law should be applied where there is no federal statut ory law to apply in ERISA litigation; in developing federal common law, courts may be guided by state law that does not-3- conflict with ERISA or its underlying policies); Machens v. Machens , 263 S.W.2d 724,726-28 (Mo. 1954) (discussing mental incapacity); Morse v. Volz , 808 S.W.2d 424, 430 (Mo. Ct. App. 1991) (same). Accordingly, we affirm.

______________________________
<PAGE>   1


                                                                    Exhibit 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors
Baldwin Piano & Organ Company:

         We consent to the incorporation by reference in each of the
registration statements (File Nos. 33-53809 and 333-3775) on Form S-8 of Baldwin
Piano & Organ Company of our report dated February 25, 1997, except as to Note
16, which is as of March 11, 1997, relating to the consolidated balance sheets
of Baldwin Piano & Organ Company and subsidiaries as of December 31, 1996 and
1995, and the related consolidated statements of earnings, shareholders' equity
and cash flows for each of the years in the three-year period ended December 31,
1996, and our report dated February 25, 1997 on the related schedule, which 
reports are included or incorporated by reference in the December 31, 1996 
annual report on Form 10-K of Baldwin Piano & Organ Company.

                                                           KPMG PEAT MARWICK LLP

Cincinnati, Ohio
March 27, 1997