Exhibit 10.1


 


 


 


 


UNITED THERAPEUTICS
CORPORATION


SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN


RABBI TRUST DOCUMENT


 


                This
Agreement made this 28th day of December, 2007, by and between
UNITED THERAPEUTICS CORPORATION (hereinafter referred to as the “Company”), a
Delaware corporation, and WILMINGTON TRUST COMPANY, a Delaware corporation, as
trustee (hereinafter referred to as the “Trustee”);


 


                WHEREAS,
Company has adopted the United Therapeutics Corporation Supplemental Executive
Retirement Plan (the “Plan”);


 


                WHEREAS,
Company has incurred or expects to incur liability under the terms of such Plan
with respect to the individuals participating in such Plan;


 


                WHEREAS,
Company wishes to establish a trust (hereinafter called “Trust”) and to
contribute to the Trust assets that shall be held therein, subject to the
claims of Company’s creditors in the event of Company’s Insolvency, as herein
defined, until paid to Plan participants and their beneficiaries in such manner
and at such times as specified in the Plan;


 


                WHEREAS,
it is the intention of the parties that this Trust shall constitute an unfunded
arrangement and shall not affect the status of the Plan as an unfunded plan
maintained for the purpose of providing deferred compensation for a select
group of management or highly compensated employees for purposes of Title I of
the Employee Retirement Income Security Act of 1974, as amended;


 


                WHEREAS,
it is the intention of Company to make contributions to the Trust to provide
itself with a source of funds to assist it in the meeting of its liabilities
under the Plan;


 


                NOW,
THEREFORE, the parties do hereby establish the Trust and agree that the Trust
shall be comprised, held and disposed of as follows:


 


 


Section 1.  Establishment of Trust


 


                (a) 
Company hereby deposits with Trustee in trust an amount, which shall become the
principal of the Trust to be held, administered and disposed of by Trustee as
provided in this Trust Agreement.


 


 


 

















 


                (b)  The Trust hereby established shall be irrevocable.


 


                (c) 
The Trust is intended to be a grantor trust, of which Company is the grantor,
within the meaning of subpart E, part I subchapter J, chapter 1, subtitle A of
the Internal Revenue Code of 1986, as amended, and shall be construed
accordingly.


 


                (d) 
The principal of the Trust, and any earnings thereon, shall be held separate
and apart from other funds of Company and shall be used exclusively for the
uses and purposes of Plan participants and general creditors as herein set
forth.  Plan participants and their
beneficiaries shall have no preferred claim on, or any beneficial ownership
interest in, any assets of the Trust. 
Any rights created under the Plan and this Trust Agreement shall be mere
unsecured contractual rights of Plan participants and their beneficiaries
against Company.  Any assets held by the
Trust will be subject to the claims of Company’s general creditors under
federal and state law in the event of Insolvency, as defined in Section 3(a) herein.


 


                (e) 
Company, in its sole discretion, may at any time, or from time to time, make
additional deposits of cash or other property in trust with Trustee to augment
the principal to be held, administered and disposed of by Trustee as provided
in this Trust Agreement.  Neither Trustee
nor any Plan participant or beneficiary shall have any right to compel such
additional deposits.


 


                (f) 
Notwithstanding Section 1(e), within 5 days following the occurrence of a
Potential Change of Control (as defined herein) or, if earlier, at least 5 days
prior to the occurrence of a Change of Control (as defined herein), the Company
shall make an irrevocable contribution to the Trust in an amount that is
sufficient to pay each Plan participant or beneficiary the benefits to which
Plan participants or their beneficiaries would be entitled pursuant to the
terms of the Plan as of the date on which the Change of Control occurred.


 


 


Section 2.  Payments to Plan Participants and Their
Beneficiaries


 


                (a) 
Company shall deliver to Trustee a schedule (the “Payment Schedule”) that
indicates the amounts payable in respect of each Plan participant (and his or
her beneficiaries), that provides a formula or other instructions acceptable to
Trustee for determining the amounts so payable, the form in which such amount
is to be paid (as provided for or available under the Plan), and the time of
commencement for payment of such amounts. 
Except as otherwise provided herein, Trustee shall make payments to the
Plan participants and their beneficiaries in accordance with the Payment
Schedule.  Trustee shall make provision
for the reporting and withholding of any federal, state or local taxes that may
be required to be withheld with respect to the payment of benefits pursuant to
the terms of the Plan and shall pay amounts withheld to the appropriate taxing
authorities or determine that such amounts have been reported, withheld and
paid by Company (see attached fee schedule).


 


 

















 


                (b) 
The entitlement of a Plan participant or his or her beneficiaries to benefits
under the Plan shall be determined by Company or such party as it shall
designate under the Plan, and any claim for such benefits shall be considered
and reviewed under the procedures set out in the Plan.


 


                (c) 
Company may make payment of benefits directly to Plan participants or their
beneficiaries as they become due under the terms of the Plan.  Company shall notify Trustee of its decision
to make payment of benefits directly prior to the time amounts are payable to
participants or their beneficiaries.  In
addition, if the principal of the Trust, and any earning thereon, are not
sufficient to make payments of benefits in accordance with the terms of the
Plan as indicated to the Trustee on the Payment Schedule, Company shall make
the balance of each such payment as it falls due.


 


 

















 


 


 


Section 3.  Trustee Responsibility Regarding Payments to
Trust Beneficiary When Company is Insolvent.


 


                (a) Trustee
shall cease payment of benefits to Plan participants and their beneficiaries if
the Company is Insolvent.  Company shall
be considered “Insolvent” for purposes of this Trust Agreement if (i) Company
is unable to pay its debts as they become due, or (ii) Company is subject
to a pending proceeding as a debtor under the United States Bankruptcy Code.


 


                (b) 
At all times during the continuance of this Trust, as provided in Section 1(d) hereof,
the principal and income of the Trust shall be subject to claims of general
creditors of Company under federal and state law as set forth below.


 


                                                                (1)  The
Board of Directors and the Chief Executive Officer  of
Company shall have the duty to inform Trustee in writing of Company’s
Insolvency.  If a person claiming to be a
creditor of Company alleges in writing to Trustee that Company has become
Insolvent, Trustee shall determine whether company in Insolvent and, pending
such determination, Trustee shall discontinue payment of benefits to Plan
participants or their beneficiaries.


 


                                                                (2)  Unless
Trustee has actual knowledge of Company’s Insolvency, or has received notice
from Company or a person claiming to be a creditor alleging that Company is
Insolvent, Trustee shall have no duty to inquire whether Company is
Insolvent.  Trustee may in all events
rely on such evidence concerning Company’s solvency as may be furnished to
Trustee and that provides Trustee with a reasonable basis for making a determination
concerning Company’s solvency.


 


                                                                (3)  If at
any time Trustee has determined that Company is Insolvent, Trustee shall
discontinue payments to Plan participants or their beneficiaries and shall hold
the assets of the Trust for the benefit of Company’s general creditors.  Nothing in this Trust Agreement shall in any
way diminish any rights of Plan participants or their beneficiaries to pursue
their rights as general creditors of Company with respect to benefits due under
the Plan or otherwise.


 


                                                                (4)  Trustee
shall resume the payment of benefits to Plan participants or their
beneficiaries in accordance with Section 2 of this Trust Agreement only
after Trustee has determined that Company is not Insolvent (or is no longer
Insolvent).


 


                (c) 
Provided that there are sufficient assets, if Trustee discontinues the payment
of benefits from the Trust pursuant to Section 3(b) hereof and
subsequently resumes such payments, the first payment following such
discontinuance shall include the aggregate amount of all payments due to Plan
participants or their beneficiaries under the terms of the Plan for the period
of such discontinuance, less the aggregate amount of any payments made to Plan
participants or their beneficiaries by Company in lieu of the payments provided
for hereunder during any such period of discontinuance.


 
















 


Section 4.  Investment Authority.


 


                (a)  Except as
otherwise explicitly authorized by this Trust Agreement, the Trust shall be
invested in cash, money market accounts, U.S. Treasury obligations, and/or
shares of any investment company registered pursuant to the Investment Company
Act of 1940 (whether or not the Trustee or any of its affiliates is an advisor
to, or other service provider to, such investment company and receives
compensation from such investment company for the services provided (which compensation
shall be in addition to the compensation of the Trustee under this
Trust)).  The Company acknowledges that
shares in any such investment company are not obligations of the Trustee or any
other bank, are not deposits and are not insured by the Federal Deposit
Insurance Corporation (the “FDIC”), the Federal Reserve or any other
governmental agency.  Notwithstanding the
foregoing, in no event may Trustee invest in securities (including stock or
rights to acquire stock) or obligations issued by Company, other than a de
minimis amount held in common investment vehicles in which Trustee
invests.  All rights associated with
assets of the Trust shall be exercised by Trustee or the person designated by
Trustee, and shall in no event be exercisable by or rest with Plan participants, except that voting and dividend rights with
respect to Trust assets will be exercised by Company.


 


(b) 
Company shall have the right, at any time and from time to time, in its sole
discretion, to direct Trustee as to the investment and reinvestment of all or
specified portions of Trust assets and the income therefrom and to appoint an
investment manager or investment managers to direct Trustee as to the
investment and reinvestment of all or specified portions thereof.  As of the execution of this Trust Agreement,
and until Trustee is notified otherwise in writing, Trustee shall be solely
responsible for directing the investment and reinvestment of all Trust
assets.  Notwithstanding any other provision
of this Trust Agreement, following a Change of Control of the Company, all of
the Trust assets shall be invested in a money market fund selected by the
Trustee prior to the consummation of the Change of Control.


 


(c) 
The Trustee is specifically authorized to invest idle, or otherwise uninvested
cash in the Service class shares of the Wilmington Prime Money Market Portfolio
(the “Prime MM Portfolio”), a money market mutual fund managed by an affiliate
of the Trustee.  Company acknowledges
that the Prime MM Portfolio is an entity separate from Wilmington Trust
Company;  and that shares in the Prime MM
Portfolio are not obligations of Wilmington Trust Company, are not deposits and
are not insured by the FDIC, the Federal Reserve or any other governmental
agency.  Wilmington Trust Company or its
affiliates are compensated by the Prime MM Portfolio for investment advisory,
custodian, shareholder servicing, distribution and other services, and such
compensation is described in detail in the prospectus for the Prime MM
Portfolio and is in addition to the compensation paid to Trustee hereunder with
respect to that portion of the Trust Fund, if any, invested in the Prime MM
Portfolio.


 


(d) Trustee
may hold that portion of the Trust Fund as is appropriate, for the ordinary
administration and for the disbursement of funds in cash, without liability for
interest 


 


 

















 


notwithstanding
Trustee’s receipt of “float” from such uninvested cash, by depositing the same
in any bank (including deposits which bear a reasonable rate of interest in a
bank or similar financial institution supervised by the United States or a
State, even where a bank or financial institution is the Trustee, or is
otherwise a fiduciary of the Plan) subject to the rules and regulations
governing such deposits, and without regard to the amount of such deposit.  In addition, Trustee is specifically
authorized to invest idle, or otherwise uninvested, cash in a money market
mutual fund selected by Trustee in its sole discretion, including any money
market fund associated with Trustee as described in subparagraph (c) above.


 


 


Section 5.  Disposition of Income


 


                During the term of this Trust,
all income received by the Trust, net of expenses and taxes, shall be
accumulated and reinvested.


 


 


Section 6.  Accounting by Trustee


 


                Trustee
shall keep accurate and detailed records of all investments, receipts,
disbursements, and all other transactions required to be made, including such
specific records as shall be agreed upon in writing between Company and
Trustee.  Within 60 days following the
close of each calendar year and within 60 days after the removal or resignation
of Trustee, Trustee shall deliver to Company a written account of its
administration of the Trust during such year or during the period from the
close of the last preceding year to the date of such removal or resignation,
setting forth all investments, receipts, disbursements and other transactions
effected by it, including a description of all securities and investments
purchased and sold with the cost or net proceeds of such purchases or sales
(accrued interest paid or receivable being shown separately), and showing all
cash, securities and other property held in the Trust at the end of such year
or as of the date of such removal or resignation, as the case may be.  In addition, Trustee shall provide the
Company a monthly statement including such information.  Such account statements shall be mailed to
Company or, if the Company agrees, delivered via e-mail or other electronic
means.


 


 


Section 7.  Responsibility of Trustee.


 


                (a) 
Trustee shall act with care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in like capacity and
familiar with such matters would use in the conduct of any enterprise of a like
character and with like aims, provided, however, that Trustee shall incur no
liability to any person for any action taken pursuant to a direction, request
or approval given by Company or an investment manager which is contemplated by,
and in conformity with, the terms of the Plan or this Trust and is given in
writing by Company or such investment manager. 
In the event of a dispute between Company and a party, Trustee may apply
to a court of competent jurisdiction to resolve the dispute.


 


 

















 


 


                (b) 
If Trustee undertakes or defends any litigation arising in connection with this
Trust, Company agrees to indemnify Trustee against Trustee’s costs, expenses
and liabilities (including, without limitation, attorneys’ fees and expenses)
relating thereto and to be primarily liable for such payments.  If Company does not pay such costs, expenses
and liabilities in a reasonably timely manner, Trustee may obtain payment from
the Trust.  In no event shall Trustee
have any liability or responsibility to undertake, defend or continue any
litigation unless payment of related fees and expenses is ensured to the
reasonable satisfaction of Trustee.


 


                (c) 
Trustee, at the expense of the Trust or the Company, may consult with legal
counsel (who may also be counsel for Company generally) with respect to any of
its duties or obligations hereunder provided that Trustee notifies Company in
advance (to the extent practicable or if not practicable, as soon as reasonably
possible) of incurring such expense.


 


                (d) 
Trustee, at the expense of the Trust or the Company, may hire agents,
accountants, actuaries, investment advisors, financial consultants or other
professionals to assist it in performing any of its duties or obligations
hereunder.


 


                (e) 
Trustee shall have, without exclusion, all powers conferred on trustees by
applicable law, unless expressly provided otherwise herein, provided, however,
that if an insurance policy is held as an asset of the Trust, Trustee shall
have no power to name a beneficiary of the policy other than the Trust, to
assign the policy (as distinct from conversion of the policy to a different
form) other than to a successor Trustee, or to loan to any person the proceeds
of any borrowing against such policy.


 


                (f) 
However, notwithstanding the provisions of Section 7(e) above,
Trustee may loan to Company the proceeds of any borrowing against an insurance
policy (if any) held as an asset of the Trust.


 


                (g) 
Notwithstanding any powers granted to Trustee pursuant to this Trust Agreement
or to applicable law, Trustee shall not have any power that could give this
Trust the objective of carrying on a business and dividing the gains therefrom,
within the meaning of section 301.7701-2 of the Procedure and Administrative
Regulations promulgated pursuant to the Internal Revenue Code.


 


                (h) 
Trustee shall have no responsibility or liability respect to: (i) the
truth or accuracy of any representation or warranty made in any application or
related document provided to the insurer in connection with the issuance or
renewal of any insurance policies or insurance contracts, including any
representation that the person on whose life an application is being made is
eligible to have a contract issued on his or her life; (ii) the selection
or monitoring (ongoing or periodic) of any insurance policies or insurance contracts
held in the Trust or the insurers issuing such policies or contracts; (iii) the
payment of premiums with respect to such policies or contracts; or (iv) the
exercise of any rights relating to any such policies or contracts except as
directed in writing by Company.


 


 

















 


                (i) 
Upon the expiration of one hundred twenty (120) days from the date of Trustee’s
annual, quarterly or any other account, the Trustee shall be forever released
and discharged from all liability and further accountability to Company or any
other person with respect to the accuracy of such accounting and all acts and
failures to act of Trustee reflected in such account, except to the extent that
Company shall, within such 120-day period, file with Trustee specific written
objections to the account.  Neither
Company, any participant nor any other person shall be entitled to any
additional or different accounting by Trustee and Trustee shall not be
compelled to file in any court any additional or different accounting.  For purposes of regulations promulgated by
the FDIC, Trustee’s account statements shall be sufficient information
concerning securities transactions effected for the Trust, provided that
Company, upon written request, shall have the right to receive at no additional
cost written confirmations of such securities transactions, which shall be
mailed or otherwise furnished by the Trustee within the timeframe required by
applicable regulations.


 


                (j) 
Trustee shall have no duty or responsibility not expressly set forth in this
Trust Agreement.  By way of example, but
without limiting the matters subject to the foregoing sentence, Trustee shall
have no responsibility with respect to the administration or interpretation of
the Plan, payment of Plan benefits other than from the assets of the Trust, the
calculation of tax to be withheld, reported and/or paid to taxing authorities
and (if applicable pursuant to the fee schedule) withholding, remitting, or
reporting to taxing authorities of taxes other than from payments made with
Trust assets to Plan participants and other than as directed by Company, or
maintaining participant records with respect to the Plan.


 


 


Section 8.  Compensation and Expenses of Trustee.


 


                (a) 
Company shall pay all administrative and Trustee’s fees and expenses on a
monthly basis.  If not so paid, the
Trustee shall be entitled to deduct such fees and expenses from the Trust.


 


                (b) 
Company shall indemnify and hold Trustee harmless from and against any and all
losses, costs, damages and expenses (including attorney’s fees and
disbursements) of any kind or nature (collectively, “Losses”) imposed on or
incurred by Trustee by reason of its service pursuant to this Trust Agreement,
including any Losses arising out of any threatened, pending or completed claim,
action, suit or proceeding, except to the extent such Losses are caused by the
gross negligence, willful misconduct or bad faith of Trustee.  To the extent not paid by Company, Trustee
shall be entitled to deduct such amounts from the Trust.


 


                (c)  The provisions of this Section 8 shall survive
termination of this Trust Agreement.


 


 


 
















 


Section 9.  Resignation and Removal of Trustee.


 


                (a) 
Trustee may resign at any time by written notice to Company, which shall be
effective thirty (30) days after receipt of such notice unless Company and
Trustee agree otherwise.


 


                (b) 
Trustee may be removed by Company on thirty (30) days notice or upon shorter
notice accepted by Trustee; provided that, following a Change of Control,
Trustee may be removed only with the unanimous consent of the participants in
the Plan.


 


                (c) 
If Trustee resigns within three (3) years after a Change of Control, as
defined herein, Company shall apply to a court of competent jurisdiction for
the appointment of a successor Trustee or for instructions.


 


                (d) 
Upon resignation or removal of Trustee and appointment of a successor Trustee,
all assets shall subsequently be transferred to the successor Trustee.  To the extent possible, the transfer shall be
completed within thirty (30)  days after
receipt of notice of resignation, removal or transfer, unless Company extends
the time limit.


 


                (e) 
If Trustee resigns or is removed, a successor shall be appointed, in accordance
with Section 10 hereof, by the effective date of resignation or removal
under paragraphs (a) or (b) of this section.  If no such appointment has been made, Trustee
may apply to a court of competent jurisdiction for appointment of a successor
or for instructions.  All expenses of
Trustee in connection with the proceeding shall be allowed as administrative
expenses of the Trust.


 


 


Section 10.  Appointment of Successor.


 


                If
Trustee resigns or is removed in accordance with Section 9(a) or (b) hereof,
Company may appoint any third party, such as a bank trust department or other
party that may be granted corporate trustee powers under state law, as a
successor to replace Trustee upon resignation or removal.  The appointment shall be effective when
accepted in writing by the new Trustee, who shall have all of the rights and
powers of the former Trustee, including ownership rights in the Trust
assets.  The former Trustee shall execute
any instrument necessary or reasonably requested by Company or the successor
Trustee to evidence the transfer.


 


 


Section 11.  Amendment or Termination.


 


                (a) 
This Trust Agreement may be amended by a written instrument executed by Trustee
and Company.  Notwithstanding the
foregoing, no such amendment shall conflict with the terms of the Plan or shall
make the Trust revocable.  In addition,
following a Change of Control, the Trust Agreement may be amended only with the
unanimous consent of the participants in the Plan.


 


 

















 


                (b) 
The Trust shall not terminate until the date on which Plan participants and
their beneficiaries are no longer entitled to benefits pursuant to the terms of
the Plan.  Upon termination of the Trust
any assets remaining in the Trust shall be returned to Company.


 


 


Section 12.  Miscellaneous.


 


                (a) 
Any provision of this Trust Agreement prohibited by law shall be ineffective to
the extent of any such prohibition, without invalidating the remaining
provisions hereof.


 


                (b) 
Benefits payable to Plan participants and their beneficiaries under this Trust
Agreement may not be anticipated, assigned (either at law or in equity),
alienated, pledged, encumbered or subjected to attachment, garnishment, levy,
execution or other legal or equitable process.


 


                (c) 
This Trust Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware.


 


                (d) 
Trustee represents that it qualifies for FDIC prorata worth pass-through
insurance coverage in accordance with the standards set forth in applicable
federal law and FDIC insurance regulations. 
If Trustee fails at any time in the future to so qualify for prorata
worth pass-through insurance coverage, it will promptly notify Company.


 


                (e) 
In no event will Trustee have any obligation to provide, and in no event will
Trustee provide, any legal, tax, accounting, audit or other advice to Company
with respect to the Plan or this Trust. 
Company acknowledges that it will rely exclusively on the advice of its
accountants and/or attorneys with respect to all legal, tax, accounting, audit
and other advice required or desired by Company with respect to the Plan or
this Trust.  Company acknowledges that
Trustee has not made any representations of any kind, and will not make any
representations of any kind, concerning the legal, tax, accounting, audit or
other treatment of the Plan or this Trust.


 


                (f) 
Company acknowledges that Trustee is not an advisor concerning or a promoter
with respect to the Plan or the Trust, but merely is a service provider
offering the Trust services expressly set forth in this Agreement.  In particular, Company acknowledges that
Trustee is not a joint venture or partner with Company’s accountants, auditors,
consultants or with any other party, with respect to the Plan or this Trust,
and that Trustee and Company’s accountants, auditors and consultants at all
times remain independent parties dealing at arm’s length, and independently,
with each other and with Company.


 


                (g) 
Company represents and warrants that the Plan and the administration thereof
and the establishment of this Trust comply with applicable law and shall
continue to be in compliance therewith.


 


                (h) Trustee shall
have no liability for any losses arising out of delays in performing the services
which it renders under this Trust Agreement which result from 


 


 

















 


events beyond its control, including without limitation, interruption
of the business of Trustee due to acts of God, acts of governmental authority,
acts of war, riots, civil commotions, insurrections, labor difficulties
(including, but not limited to, strikes and other work slippages due to
slow-downs), or any action of any courier or utility, mechanical or other
malfunction, or electronic interruption; provided in each case that Trustee has
implemented reasonable procedures or measures to mitigate the effect of such
events.


 


                (h) 
For purposes of this Trust, Change of Control shall mean any transfer
of control of the Company by acquisition, merger, hostile takeover or for any
other reason whatsoever which also qualifies as a “change in the ownership or
effective control of the corporation, or in the ownership of a substantial
portion of the assets of the corporation” under Code
section 409A(a)(2)(A)(v).:


 


                (i) 
For purposes of this Trust, a “Potential Change of Control” shall be deemed to
have occurred if one of the following events has occurred:  (A) the Company enters into an
agreement, the consummation of which would result in the occurrence of a Change
of Control; (B) the Company or any person publicly announces an intention
to take or to consider taking actions which, if consummated, would constitute a
Change of Control; or (C) the Board of Directors adopts a resolution to
the effect that, for purposes of this Agreement, a Potential Change of Control
has occurred.


 


                (j) 
The Board of Directors of Company as constituted immediately prior to a
Potential Change of Control or the consummation of a Change of Control and the
Chief Executive Officer of Company shall have the duty to inform Trustee in
writing of the occurrence of such Potential Change of Control or Change of
Control.  Trustee may rely exclusively on
this writing and shall have no duty to inquire whether a Potential Change of
Control or a Change of Control has taken place or to make any determination as
to whether a Potential Change of Control or a Change of Control has occurred or
the amount of contribution, if any, required to be made by the Company pursuant
to Section 1(f).


 


 

















Section 13.  Effective Date.


 


                The
effective date of this Trust Agreement shall be December 28, 2007.


 


                IN
WITNESS WHEREOF, the Company and the Trustee have caused this Trust Agreement
to be executed and their corporate seals to be attested by their respective
duly authorized officers, all as of the day and year first above written.


 




	
  UNITED THERAPEUTICS CORPORATION

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
  /s/ Paul Mahon

  	
   

  	
  By:

  	
   

  	
  /s/ John Ferrari

  
	
  Corporate Secretary

  	
   

  	
  Name:

  	
   

  	
  John Ferrari

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
  1110 Spring Street

  
	
   

  	
   

  	
   

  	
   

  	
  Silver Spring, MD 20910

  
	
   

  	
   

  	
   

  	
   

  	
  Attn: John Ferrari

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
   

  	
  301-608-9292

  
	
   

  	
   

  	
  Telecopier:

  	
   

  	
  301-608-3049

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
						






 


 


[Corporate Seal]


 


 


 


WILMINGTON TRUST COMPANY, as Trustee


 


	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Jennifer Matz

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Jennifer Matz

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
  Rodney Square North

  
	
   

  	
   

  	
   

  	
   

  	
  1100 North Market Street

  
	
   

  	
   

  	
   

  	
   

  	
  Wilmington, DE 19890-0001

  
	
   

  	
   

  	
   

  	
   

  	
  Attn: David Snyder

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
   

  	
  302-651-8926

  
	
   

  	
   

  	
  Telecopier:

  	
   

  	
  302-651-1312