Exhibit 4.5


 




 





QUAD/GRAPHICS, INC.

QUAD/TECH, INC.

QUAD/TECH EUROPE, INC.

QUAD/CREATIVE,
INC.

DUPLAINVILLE TRANSPORT, INC.

QUAD/MARKETING,
INC.

QUAD/PAK,
INC.

THE QUAD TECHNOLOGY GROUP, INC.

SILVER SPRING REALTY, INC.

CHEMICAL RESEARCH TECHNOLOGY CO.

QUAD/WEST,
INC.

QUAD/MED, INC.


 






 


FIRST AMENDMENT AND CONSENT

Dated as of June 1, 1996


 


to


 


NOTE AGREEMENT


 


Dated as of September 1, 1995

and

SECURITY AGREEMENT

Dated as of September 1, 1995


 


Re: $43,000,000 7.14% Senior Secured Notes, Series 1995-1, Tranche
A

Due September 1, 2010

$48,500,000 7.56% Senior Secured Notes, Series 1995-1, Tranche B

Due September 1, 2015

and

$30,000,000 8.00% Senior Secured Notes, Series 1995-1, Tranche C

Due September 1, 2020


 




 





 

















 


FIRST AMENDMENT AND CONSENT TO

NOTE AGREEMENT AND SECURITY AGREEMENT


 


THIS FIRST AMENDMENT AND CONSENT  dated as of June 1, 1996 (the or
this “First
Amendment”) to
the Note Agreement dated as of September 1, 1995 (the “Note Agreement”) and to the Security Agreement dated as of
September 1, 1995 (the “Security Agreement”) is between QUAD/GRAPHICS, INC., a
Wisconsin corporation (the “Company”), QUAD/TECH, INC., a Wisconsin corporation, QUAD/TECH
EUROPE, INC., a Delaware corporation, QUAD/CREATIVE, INC., a Wisconsin
corporation, DUPLAINVILLE TRANSPORT, INC., a Wisconsin corporation,
QUAD/MARKETING, INC., a Wisconsin corporation, QUAD/PAK, INC., a Wisconsin
corporation, THE QUAD TECHNOLOGY GROUP, INC., a Wisconsin corporation, SILVER
SPRING REALTY, INC., a Wisconsin corporation, CHEMICAL RESEARCH/TECHNOLOGY CO.,
a Wisconsin general partnership, QUAD/WEST, INC., a Delaware corporation, and
QUAD/MED, INC., a Wisconsin corporation (collectively, the “Obligors”), and each of the institutions which is a
signatory to this First Amendment (collectively, the “Noteholders”) and M&I Marshall & Ilsley
Bank, as security trustee under the Security Agreement (the “Security Trustee”).


 


RECITALS:


 


A.            The Obligors and each of the Noteholders
have heretofore entered into the Note Agreement. The Company and the Security
Trustee have heretofore entered into the Security Agreement for the benefit of
the holders of the Notes from time to time. The Company has heretofore issued (i) $43,000,000
aggregate principal amount of 7.14% Senior Secured Notes, Series 1995-1,
Tranche A, due September 1, 2010 (the “Tranche A Notes”), (ii) $48,500,000
aggregate principal amount of 7.56% Senior Secured Notes, Series 1995-1,
Tranche B, due September 1, 2015 (the “Tranche B Notes”) and
(iii) $30,000,000 aggregate principal amount of 8.00% Senior Secured Notes,
Series 1995-1, Tranche C, due September 1, 2020 (the “Tranche C Notes”), pursuant to the
Note Agreement.


 


B.            The Company, the Noteholders and the
Security Trustee now desire to amend the Note Agreement and the Security
Agreement in the respects, but only in the respects, hereinafter set forth.


 


C.            Capitalized terms used herein shall have
the respective meanings ascribed thereto in the Note Agreement unless herein
defined or the context shall otherwise require.


 


D.            All requirements of law have been fully
complied with and all other acts and things necessary to make this First
Amendment a valid, legal and binding instrument according to its terms for the
purposes herein expressed have been done or performed.


 


NOW, THEREFORE, the Company, the Noteholders and the
Security Trustee (as to the Security Agreement only), in consideration of good
and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, do hereby agree as follows:


 


2

















 


SECTION 1.         AMENDMENTS.


 


NOTE AGREEMENT AMENDMENTS


 


1.1           Clause (i) of Section 1.2 of the Note
Agreement shall be and is hereby amended to read in its entirety as follows:


 


(i) a Security Agreement dated as of September 1,
1995 as such Security Agreement may be supplemented or joined in from time to
time (the “Security Agreement”) from the Company (and, in the
case of IDB Property, an Authority) to M&I Marshall & Ilsley Bank,
as security trustee (sometimes referred to as the “Security Trustee”), on
behalf of the holders of the Notes, in the form attached hereto as Exhibit B,
creating a valid and perfected first lien on the property therein described,
together with all other personal property granted to the Security Trustee
and/or any co-trustee or separate trustee pursuant to the Security Agreement or
any other collateral document for the benefit of the holders of the Notes (the “Personal
Property Collateral”).


 


1.2           The references to “$500,000” in paragraph (vii) of
Section 1.5 of the Note Agreement shall be amended to read “$250,000.”


 


1.3           Section 4.9 of the Note Agreement shall be and is
hereby amended in its entirety to read as follows:


 


Section 4.9.  Title Insurance.  On or prior to the Closing Date, the Obligors shall
obtain a commitment from Chicago Title Insurance Company or another title
insurance company or companies of good standing satisfactory to the Purchasers
(collectively, the “Title Company”), to issue policies
of mortgage title insurance on a standard ALTA Form Mortgage Title
Insurance Policy (Loan Policy-1970
Form) (“ALTA Policy”) covering the Real Property Collateral
in an amount equal to the Appraised Value, and showing good and marketable
record title to the Real Property Collateral to be vested in the Company (or an
Authority in the case of IDB Property),
insuring the holders of the Notes against loss or damage sustained by
reason of the Mortgages not being a first and paramount lien upon the title to
the Real Property Collateral. Each such ALTA Policy shall state that the
standard exceptions have been deleted and shall include the following
endorsements, if permitted to be issued by the jurisdiction in which the
insured property is located: (A) ALTA form 3.1 zoning endorsement; (B) Comprehensive
Endorsement 1 or ALTA form 9 endorsement; (C) a usury endorsement; and (D) to
the extent reasonably necessary, affirmative coverage covering access and
insuring against loss due to encroachments.


 


1.4           Section 8.1 of the Note Agreement is hereby
amended to insert the following definitions in alphabetical order:


 


“Agreement” or “Note Agreement” shall mean this
Agreement as amended, supplemented, modified or revised from time to time.


 


“Authority” shall have the meaning set forth for such term in the
Security Agreement.


 


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“IDB Property” shall have the meaning set forth for such
term in the Security Agreement.


 


1.5           Section 8.1 of the Note Agreement shall be and is
hereby amended by amending the definition of “Mortgages” to read in its entirety as follows:


 


“Mortgages” shall mean those certain Mortgage and
Security Agreements dated as of September 1, 1995 each from the Company to
M&I Marshall & Isley Bank as security trustee, granting the
Security Trustee a mortgage and security interest in the Real Property Collateral
and any additional grants of collateral interests in real property of the
Company (or in the case of MB Property, an Authority) to secure the Notes.


 


SECURITY AGREEMENT
AMENDMENTS


 


1.6           The definition of Personal Property Collateral set
forth in the Security Agreement is hereby deemed to include any personal
property granted by an Authority to the Security Trustee and/or any co-trustee
as additional collateral securing the Notes.


 


1.7           Section 1 of the Security Agreement shall be and
is hereby amended by amending the definitions of “Additional Mortgage”, “Real Property Collateral” and “Security Agreement Supplement” to
respectively read in their entirety as follows:


 


“Additional Mortgage” shall mean any mortgage or similar agreement, in
addition to the Mortgages, granting the Security Trustee a security interest in
any real property of the Company (or any Authority in the case of IDB Property) constituting Additional
Eligible Collateral, which mortgage or similar agreement shall be in form and
substance reasonably satisfactory to the Holders of 66-213% of the Notes provided that the failure to object
within 30 days of any request for approval of a form of Mortgage or similar
agreement shall constitute such Holder’s approval of such Mortgage or similar
agreement.


 


“Real Property Collateral” shall mean all property of the Company (or any
Authority in the case of IDB Property)
subject to the lien of the Mortgages in favor of the Security -Trustee.


 


“Security Agreement Supplement” shall mean each Security Agreement Supplement
substantially in the form of Exhibit B hereto, entered into between the
Company, and/or any Authority and the Security Trustee.


 


1.8           Section 5.1 of the Security Agreement is hereby
amended by inserting the following sentence as the last sentence of such
paragraph:


 


The Company hereby further acknowledges and agrees
that the failure by the Authority to comply with any of the covenants,
agreements, representations or warranties set forth herein shall constitute an
Event of Default hereunder to the same extent as if the Company had failed to
comply with such covenant, agreement, representation or warranty.


 


4

















 


1.9           Section 7 of the Security Agreement is hereby
amended by inserting the following in numerical order:


 


Section 7.14.  Co-Individual
Trustees.  At any time or times, for the purpose of
meeting any laws, ordinances, orders, rules, regulations, consent decrees,
judgments, permits, licenses, codes or requirements of any governmental or regulatory
authority as in effect from time to time of any jurisdiction in which any
Collateral may at the time be located, the Security Trustee shall have the
power to appoint, and, upon the written request of the Security Trustee or of
the holders of a majority in aggregate principal amount of the Notes, the
Company shall for such purpose join with the Security Trustee in the execution,
delivery and performance of all instruments and agreements necessary or proper
to appoint one or more Persons approved by the Security Trustee either to act
as co-trustee, jointly with the Security Trustee, of all or any part of the
Collateral, or to act as separate trustee of any Collateral, in either case
with such powers as may be provided in the instrument of appointment, and to
vest in such Person or Persons in the capacity aforesaid any part or portion of
the Collateral, title, right or power deemed necessary or desirable, subject to
the other provisions of this Section 7.14. If the Company does not join in
such appointment within 5 Business Days after the receipt by it of a request so
to do, or in case a Default or Event of Default has occurred and is continuing,
the Security Trustee alone shall have power to make such appointment.


 


Should any written instrument from the Company be
required by any co-trustee or separate trustee so appointed for more fully
confirming to such co-trustee or separate trustee such part or portion of the
Collateral, title, right or power, any and all such instruments shall, on
request, be executed, acknowledged and delivered by the Company.


 


Every co-trustee or separate trustee shall, to the
extent permitted by law, but to such extent only, be appointed subject to the
following terms, namely:


 


(a)           All rights, powers, duties and
obligations hereunder in respect of the custody of securities, cash and other
personal property held by, or required to be deposited or pledged with, the
Security Trustee hereunder, shall be exercised solely by the Security Trustee.


 


(b)           The rights, powers, duties and obligations
hereby conferred or conferred by any supplement hereto or imposed upon the
Security Trustee in respect of any property covered by such appointment shall
be conferred or imposed upon and exercised or performed by the Security Trustee
or by the Security Trustee and such co-trustee or separate trustee jointly, as
shall be provided in the instrument appointing such co-trustee or separate
trustee, except to the extent that under any law of any jurisdiction in which
any particular act is to be performed, the Security Trustee shall be
incompetent or unqualified to perform such act, in which event such rights,
powers, duties and obligations shall be exercised and performed by such
co-trustee or separate trustee.


 


(c)           The Security Trustee at any time, by an
instrument in writing executed by it, may accept the resignation of or remove
any co-trustee or separate trustee appointed 


 


5

















 


under this Section 7.14. Upon the written request of the Security
Trustee, the Company (and any Authority, if necessary) shall join with the
Security Trustee in the execution, delivery and performance of all instruments
and agreements necessary or proper to effectuate such resignation or removal.
In the event that, for whatever reason, the office of the co-trustee or
separate trustee appointed under this Section 7.14 becomes vacant, the
Security Trustee hereunder then serving is hereby authorized, and shall be
obligated, to appoint an individual as successor co-trustee or separate trustee
to fill such vacancy, unless a co-trustee or separate trustee is no longer
necessary. In the event that there is no Security Trustee then serving, the
holders of the Notes shall appoint a successor co-trustee or separate trustee.


 


(d)           No co-trustee or separate trustee
hereunder shall be personally liable by reason of any act or omission of the
Security Trustee, or any other such trustee hereunder nor shall the Security
Trustee be liable by reason of any act or omission of any co-trustee or
separate trustee hereunder.


 


(e)           Any written direction of the holders of
the Notes delivered to the Security Trustee shall be deemed to have been
delivered to each such co-trustee and separate trustee.


 


SECTION 2.         APPOINTMENT OF INDIVIDUAL CO-TRUSTEE


 


2.1           The Security Trustee hereby appoints, and the Company
hereby joins in such appointment, pursuant to Section 7.14 of the Security
Agreement, R.T. Stephenson to serve as co-trustee (the “Co-Trustee”) of
that portion, and only that portion, of the Personal Property Collateral
located from time to time and at any time in the State of Georgia in accordance
with the following terms:


 


(a)           The Co-Trustee may only act upon written
instructions from the Security Trustee and shall be indemnified by the Security
Trustee in the exercise of its rights and obligations relating to that portion
of the Personal Property Collateral located in Georgia.


 


(b)           The rights, powers, duties and
obligations conferred or imposed upon the Co-Trustee shall not be greater than
those conferred or imposed upon the Security Trustee, and such rights and
powers shall be exercisable only jointly with the Security Trustee, except to
the extent, and only to the extent, that, under any law of the State of
Georgia, the Security Trustee shall be incompetent, unqualified or otherwise
not permitted to perform any particular act or acts in such jurisdiction
(including the owning and leasing of property therein), in which event such
rights and powers shall be exercised by the Co-Trustee, subject always to the
provisions hereof and of the Security Agreement;


 


(c)           The Security Trustee may at any time, by
an instrument in writing executed by it, remove the Co-Trustee pursuant to Section 7.14(c) of
the Security Agreement;


 


(d)           The Co-Trustee shall not be liable by
reason of any act or omission of any other trustee or co-trustee under the
Security Agreement;


 


6

















 


(e)           No power given to the Co-Trustee shall be
separately exercised by the Co-Trustee except under written direction of the
Security Trustee, anything herein contained to the contrary notwithstanding;
and


 


(f)            Upon the acceptance below of this
appointment by the Co-Trustee by his signature below, the Co-Trustee shall be
vested with that portion of the Personal Property Collateral to which this
appointment relates, subject to all the terms and conditions of the Security
Agreement.


 


SECTION 3.         CONSENT.


 


3.1           By its execution hereof, each Holder hereby approves
the form of deed to secure debt attached hereto as Exhibit A in connection
with the issuance of Additional Notes by the Obligors pursuant to the Note
Agreement and the Security Agreement and hereby acknowledges receipt of notice
of the issuance of the Additional Notes in accordance with Section 6.3 of
the Security Agreement.


 


SECTION 4.         MISCELLANEOUS.


 


4.1           This First Amendment shall be construed in connection
with and as part of the Note Agreement and the Security Agreement, as
appropriate, and except as modified and expressly amended by this First
Amendment, all terms, conditions and covenants contained in the Note Agreement,
the Notes and the Security Agreement are hereby ratified and shall be and
remain in full force and effect.


 


4.2           Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
First Amendment may refer to the Note Agreement or the Security Agreement
without making specific reference to this First Amendment but nevertheless all
such references shall include this First Amendment unless the context otherwise
requires.


 


4.3           The descriptive headings of the various Sections or
parts of this First Amendment are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.


 


4.4           This First Amendment shall be governed by and
construed in accordance with Wisconsin law.


 


7

















 


4.5           The execution hereof by you shall constitute a
contract between us for the uses and purposes hereinabove set forth, and this
First Amendment may be executed in any number of counterparts, each executed
counterpart constituting an original, but all together only one agreement.


 


	
   

  	
  QUAD/GRAPHICS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John C. Fowler

  
	
   

  	
   

  	
  John
  C. Fowler

  
	
   

  	
   

  	
  Its
  Vice President — Finance

  
	
   

  	
   

  	
   

  
	
   

  	
  QUAD/TECH,
  INC.

  
	
   

  	
  QUAD/TECH
  EUROPE, INC.

  
	
   

  	
  QUAD/CREATIVE,
  INC.

  
	
   

  	
  DUPLAINVILLE
  TRANSPORT, INC.

  
	
   

  	
  QUAD/MARKETING,
  INC.

  
	
   

  	
  QUAD/PAK,
  INC.

  
	
   

  	
  THE
  QUAD TECHNOLOGY GROUP, INC.

  
	
   

  	
  SILVER
  SPRING REALTY, INC.

  
	
   

  	
  QUAD/WEST,
  INC.

  
	
   

  	
  QUAD/MED,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John C. Fowler

  
	
   

  	
   

  	
  John
  C. Fowler

  
	
   

  	
   

  	
  Their
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  CHEMICAL
  RESEARCH/TECHNOLOGY CO.

  
	
   

  	
   

  
	
   

  	
  By
  Quad/Graphics, Inc.

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John C. Fowler

  
	
   

  	
   

  	
  John C. Fowler

  
	
   

  	
   

  	
  Its Vice President -
  Finance

  
	
   

  	
   

  	
   

  
	
   

  	
  and by
  Quad/Creative, Inc.

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John C. Fowler

  
	
   

  	
   

  	
  John C. Fowler

  
	
   

  	
   

  	
  Its Treasurer

  



 


8

















 


Accepted and Agreed to:


 


	
   

  	
  AMERICAN UNITED LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Christopher D.
  Pahlke

  
	
   

  	
   

  	
  Its Vice President,
  Private Placements

  



 


9

















 


	
   

  	
  PROVIDIAN LIFE AND
  HEALTH INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Deborah A. Dias

  
	
   

  	
   

  	
  Its Second Vice
  President - Investments

  



 


10

















 


	
   

  	
  INDIANAPOLIS LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Gene E. Trueblood

  
	
   

  	
   

  	
  Its Vice President,
  C.I.O. and Treasurer

  



 


11

















 


	
   

  	
  NEW ENGLAND MUTUAL LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/Hanson C. Robbins

  
	
   

  	
   

  	
  Its Senior
  Investment Officer

  



 


12






 










 


	
   

  	
  AID ASSOCIATION FOR
  LUTHERANS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Alan D. Onstad

  
	
   

  	
   

  	
  Its Assistant
  Vice President - Securities

  



 


13

















 


	
   

  	
  THE
  EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Beatriz M. Cuervo

  
	
   

  	
   

  	
  Its Investment
  Officer

  



 


14

















 


	
   

  	
  WOODMEN ACCIDENT AND LIFE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  
	
   

  	
   

  	
  Its Senior Vice President and Treasurer

  



 


15

















 


	
   

  	
  THE
  MINNESOTA MUTUAL LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
  By 

  	
  MIMLIC Asset Management
  Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By 

  	
  /s/Marilyn
  Koelish

  
	
   

  	
   

  	
  Its
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FEDERATED
  MUTUAL INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
  By 

  	
  MIMLIC Asset Management
  Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By 

  	
  /s/Marilyn
  Koelish

  
	
   

  	
   

  	
  Its
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MUTUAL
  TRUST LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
  By 

  	
  MIMLIC Asset Management
  Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/Marilyn
  Koelish

  
	
   

  	
   

  	
  Its
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FIRST
  NATIONAL LIFE INSURANCE COMPANY OF AMERICA

  
	
   

  	
   

  
	
   

  	
  By 

  	
  MIMLIC Asset Management
  Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By 

  	
  /s/Marilyn
  Koelish

  
	
   

  	
   

  	
  Its Vice President

  



 


16

















 


	
   

  	
  UNITED OF OMAHA LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Curt Caldwell

  
	
   

  	
   

  	
  Its First ice
  President

  



 


17

















 


	
   

  	
  THE
  OHIO NATIONAL LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Michael A. Boedeker

  
	
   

  	
   

  	
  Its Vice President,
  Fixed Income Securities

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OHIO
  NATIONAL LIFE ASSURANCE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Michael A. Boedeker

  
	
   

  	
   

  	
  Its Vice
  President, Fixed Income Securities

  



 


18

















 


	
   

  	
  PHOENIX HOME LIFE
  MUTUAL INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ John H. Beers

  
	
   

  	
   

  	
  Its Second Vice
  President

  



 


19

















 


	
   

  	
  JOHN
  HANCOCK MUTUAL LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/

  
	
   

  	
   

  	
  Its Investment Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JOHN
  HANCOCK VARIABLE LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/

  
	
   

  	
   

  	
  Its Vice
  President - Investments

  



 


20

















 


	
   

  	
  SAFECO
  LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Michael C. Knebel

  
	
   

  	
   

  	
  Its Vice
  President and Treasurer

  



 


21

















 


	
   

  	
  M&I
  MARSHALL & ISLEY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/

  
	
   

  	
   

  	
  Its Vice
  President

  



 


22

















 


Accepted and agreed to as
of the date 

first above written


 


 


	
   

  	
  /s/ R. T. Stephenson

  
	
   

  	
  R.T. Stephenson

  



 


23