Exhibit 4.3


 


SUBSCRIPTION AGREEMENT


 


SUBSCRIPTION AGREEMENT (the “Agreement”), dated as of
July 9, 1998,  between BRW
Acquisition, Inc., a Delaware corporation (the “Company”), and FISHER
CAPITAL CORP. LLC, a Delaware limited liability company (the “Purchaser”).


 


W I T N E S S E T H :


 


WHEREAS, the Purchaser and the Company have agreed that the Purchaser
purchased on July 9, 1998, 500 shares of common stock of the Company, par
value $0.01 per share (herein referred to as the “Common Stock”), at the
purchase price per share of $500.00 (the “Per Share Purchase Price”);


 


WHEREAS, the parties are entering into this Agreement to provide for
the other terms and conditions of the subscription, purchase and sale of the
Purchased Shares (as hereinafter defined);


 


NOW, THEREFORE, to implement the foregoing and in consideration of the
mutual agreements contained herein, the parties hereto hereby agree as follows:


 


1.                                       Purchase
and Sale of Common Stock.


 


(a)  Purchase of Common Stock. 
Subject to all of the terms and conditions of this Agreement, the
Purchaser hereby subscribes for and shall purchase at the Closing provided for
in Section 2(a) hereof, and the Company shall issue and sell to the
Purchaser at the Closing provided for in Section 2(a) hereof, 500 shares
of Common Stock (the “Purchased Shares”) at a purchase price per share
equal to the Per Share Purchase Price.


 


(b)  Consideration. 
Subject to all of the terms and conditions of this Agreement, the
Purchaser shall deliver to the Company on or prior to the Closing an aggregate
amount in cash equal to $250,000.00 
(the “Subscription Price”).


 


(c)  Execution of Documents; Payment.  Notwithstanding anything to the contrary in this Section 1,
the Company shall not have any obligation to issue any Purchased Shares unless
and until the Company is satisfied, in its sole discretion, that (i) the
Purchaser has duly executed and delivered this Agreement and the Sale
Participation Agreement dated as of the date hereof (as amended, supplemented
or otherwise modified from time to time, the “Sale Participation Agreement”)
to which the Purchaser is a party and (ii) payment of the Subscription Price is
made in accordance with the provisions of Section 1(b) above.


 


2.                                       Closing.


 


(a)  Time and Place. 
Except as otherwise mutually agreed by the Company and the Purchaser,
the closing (the “Closing”) of the transaction contemplated by this
Agreement shall be held on July 9, 1998 (the time and date of the Closing,
the “Closing Date”).


 

















 


(b)  Closing.  At the
Closing, (i) the Company shall deliver to the Purchaser a stock certificate
registered in the Purchaser’s name and representing the number of Purchased
Shares subscribed for pursuant hereto, which certificate shall bear the legends
set forth in Section 3(b), and (ii) the Purchaser shall have delivered to
the Company the Subscription Price in the manner set forth in
Section 1(b).


 


3.                                       Purchaser’s
Representations, Warranties and Covenants.


 


(a)  The Purchaser agrees and acknowledges that the Purchaser will
not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate
or otherwise dispose of (any such act being referred to herein as a “transfer”)
any Purchased Shares unless such transfer complies with Section 4 of this
Agreement.  The Purchaser also agrees
and acknowledges that the Purchaser will not transfer any Purchased Shares
unless:


 


(i)  the transfer is pursuant to an effective registration statement
under the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder (the “Act”) and in compliance with applicable
provisions of U.S. state securities laws; or


 


(ii) (A)  counsel for the Purchaser (which counsel
shall be reasonably acceptable to the Company) shall have furnished the Company
with an opinion, satisfactory in form and substance to the Company, that no
such registration is required because of the availability of an exemption from
registration under the Act and (B) if the Purchaser is a citizen or resident of
any country other than the United States, or the Purchaser desires to effect
any transfer in any such country, counsel for the Purchaser (which counsel
shall be reasonably satisfactory to the Company) shall have furnished the
Company with an opinion or other advice reasonably satisfactory in form and
substance to the Company to the effect that such transfer will comply with the
securities laws of such jurisdiction.


 


Notwithstanding the foregoing,
the Company acknowledges and agrees that any of the following transfers are
deemed to be in compliance with the Act and this Agreement and no opinion of
counsel is required in connection therewith: (x) a transfer made pursuant to
Section 5 hereof and (y) a transfer to the executors, administrators,
testamentary trustees, legatees or beneficiaries of a person who has become a
holder of Purchased Shares in accordance with the terms of this Agreement, provided
that it is expressly understood that any such transferee shall be bound by the
provisions of this Agreement and the transferee agrees in writing to be bound
by the terms and conditions hereof.


 


(b)  The certificate (or certificates) representing the Purchased
Shares shall bear the following:


 


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“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION COMPLIES WITH THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT DATED AS
OF JULY 9, 1998 BETWEEN BRW ACQUISITION, INC., AND THE PURCHASER NAMED ON
THE FACE HEREOF AND THE CERTIFICATE OF INCORPORATION AND BYLAWS OF THE COMPANY
(COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY).”


 


(c)  The Purchaser acknowledges that the Purchaser has been advised
that (i) a restrictive legend in the form heretofore set forth shall be placed
on the certificates representing the Purchased Shares and (ii) a notation shall
be made in the appropriate records of the Company indicating that the Purchased
Shares are subject to restrictions on transfer and appropriate stop-transfer
restrictions will be issued to the Company’s transfer agent with respect to the
Purchased Shares.  The Purchaser also
acknowledges that (1) the Purchased Shares must be held indefinitely and the
Purchaser must continue to bear the economic risk of the investment in the
Purchased Shares unless they are subsequently registered under the Act or an
exemption from such registration is available, (2) when and if Purchased Shares
may be disposed of without registration in reliance on Rule 144 of the rules
and regulations promulgated under the Act, such disposition can be made only in
limited amounts in accordance with the terms and conditions of such Rule and
(3) if the Rule 144 exemption is not available, public sale without registration
will require compliance with some other exemption under the Act.


 


(d)  If any Purchased Shares are to be transferred in accordance with
Rule 144 or Regulation S under the Act or otherwise, the Purchaser shall
promptly notify the Company of such intended transfer and shall deliver to the
Company at or prior to the time of such transfer such documentation as the
Company may reasonably request in connection with such transfer and, in the
case of a transfer pursuant to Rule 144, shall deliver to the Company an
executed copy of any notice on Form 144 (or any successor form) required to be
filed with the Securities and Exchange Commission (the “SEC”).


 


(e)  The Purchaser agrees that, if any shares of Common Stock are
offered to the public pursuant to an effective registration statement under the
Act (other than registration of securities issued under an employee plan), the
Purchaser will not effect any public sale or distribution of any shares of
Common Stock not covered by such registration statement from the time of the
receipt of a notice from the Company that the Company has filed or imminently
intends to file such registration statement or to commence such offering to, or
within 180 days after, the effective date of such registration statement or the
completion of such offering, unless otherwise agreed to in writing by the
Company.


 


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(f)  The Purchaser represents and warrants that the Purchaser has been
given the opportunity to obtain any information or documents and to ask
questions and receive answers about such information, the Company and its
subsidiaries and the business and prospects of the Company and its subsidiaries
which the Purchaser deems necessary to evaluate the merits and risks related to
the Purchaser’s investment in the Purchased Shares and to verify such
information, and the Purchaser has relied solely on such information.


 


(g) The Purchaser represents
and warrants that the Purchaser is an “accredited investor” within the meaning
of such term contained in Rule 501 under the Act.  The Purchaser further represents and warrants that (i) the
Purchaser’s financial condition is such that the Purchaser can afford to bear
the economic risk of holding the Purchased Shares for an indefinite period of
time and has adequate means for providing for the Purchaser’s current needs and
contingencies, (ii) the Purchaser can afford to suffer a complete loss of its
investment in the Purchased Shares, (iii) the Purchaser understands and has
taken cognizance of all risk factors related to the purchase of the Purchased
Shares and (iv) the Purchaser’s knowledge and experience in financial and
business matters are such that the Purchaser is capable of evaluating the
merits and risks of the Purchaser’s purchase of the Purchased Shares as
contemplated by this Agreement.


 


(h)  The Purchaser represents and warrants that this Agreement has
been duly authorized, executed and delivered by the Purchaser and constitutes a
valid and legally binding obligation of the Purchaser enforceable against the
Purchaser in accordance with its terms.


 


4.                                       Restriction
on Transfer.  Except for (i)
transfers permitted by clauses (x) and (y) of Section 3(a), (ii) sales of
Purchased Shares pursuant to an effective registration statement under the Act
filed by the Company as contemplated by Section 6 hereof, (iii) sales
pursuant to the Sale Participation Agreement or (iv) distributions to the
equity holders of the Purchaser or, with the consent of the Company (such
consent not to be unreasonably withheld), sales of Purchased Shares to any
affiliate of the Purchaser (provided that it is expressly understood
that any such transferee under this clause (iv) shall be bound by the
provisions of this Agreement and the transferee shall agree in writing to be
bound by the terms and conditions hereof), the Purchaser agrees that the
Purchaser will not transfer any Purchased Shares at any time prior to the fifth
anniversary of the Closing Date.  No
transfer of any such shares in violation hereof shall be made or recorded on
the books of the Company and any such transfer shall be void and of no effect.


 


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5.                                       Right
of First Refusal.  If, at any time
after the fifth anniversary of the Closing Date and prior to a Public Offering
(as hereinafter defined), the Purchaser receives a bona fide offer to purchase
any or all of the Purchaser’s Purchased Shares (the “Offer”) from a
third party (the “Offeror”) which the Purchaser wishes to accept, the
Purchaser shall cause the Offer to be reduced to writing and shall notify the
Company in writing of the Purchaser’s wish to accept the Offer.  The Purchaser’s notice shall contain an
irrevocable offer to sell such Shares to the Company (in the manner set forth
below) at a purchase price equal to the price contained in, and on the same
terms and conditions of, the Offer, and shall be accompanied by a copy of the
Offer (which shall identify the Offeror). 
At any time within 20 days after the date of the receipt by the Company
of the Purchaser’s notice, the Company shall have the right and option to
purchase, or to arrange for a third party to purchase, all of the Purchased
Shares covered by the Offer either (i) at the same price and on the same terms
and conditions as the Offer or (ii) if the Offer includes any consideration
other than cash, then at the sole option of the Company, at the equivalent all
cash price, determined in good faith by the Company, by delivering a certified
bank check or checks in the appropriate amount (and any such non-cash
consideration to be paid) to the Purchaser at the principal office of the
Company against delivery of certificates or other instruments representing the
Shares so purchased (and such other documents as the Company may reasonably
require), appropriately endorsed by the Purchaser.  If at the end of such 20 day period, the Company has not tendered
the purchase price for such shares in the manner set forth above, the Purchaser
may during the succeeding 20 day period sell not less than all of the Purchased
Shares covered by the Offer to the Offeror at a price and on terms no less
favorable to the Purchaser than those contained in the Offer.  Promptly after such sale, the Purchaser
shall notify the Company of the consummation thereof and shall furnish such evidence
of the completion and time of completion of such sale and of the terms thereof
as may reasonably be requested by the Company. 
If, at the end of 20 days following the expiration of the 20 day period
for the Company to purchase the Purchased Shares, the Purchaser has not
completed the sale of such Purchased Shares as aforesaid, all the restrictions
on sale, transfer or assignment contained in this Agreement shall again be in
effect with respect to such Purchased Shares.


 


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6.                                       “Piggyback”
Registration Rights.


 


(a)  Effective upon the date of this Agreement, until the later of (i)
five years from the date hereof or (ii) the first occurrence of a Qualified
Public Offering (as defined below), the Purchaser hereby agrees to be bound by
all of the terms, conditions and obligations of the Registration Rights
Agreement, dated as of July 9, 1998, between the Company, Bristol West
Associates LLC, as Delaware limited liability company (“Associates”),
KKR 1996 Fund L.P. and KKR Partners II, L.P. (the “Registration Rights
Agreement”), and, in the case of a Qualified Public Offering, and subject
to the limitations set forth in this Section 6, shall have all of the
rights, privileges and obligations of the Registration Rights Agreement, in
each case as if the Purchaser were an original party (other than the Company)
thereto; provided, however, that at no time shall the Purchaser
have any rights to request registration under Section 3 of the
Registration Rights Agreement and provided, further, that the
Purchaser shall not be bound by any amendment to the Registration Rights
Agreement that adversely affects its rights in any way unless the Purchaser
consents thereto; provided that such consent will not be unreasonably
withheld.  Notwithstanding anything to
the contrary contained in the Registration Rights Agreement, the Purchaser’s
rights and obligations under the Registration Rights Agreement shall be subject
to the limitations and additional obligations set forth in this Section 6.  All Purchased Shares purchased by the
Purchaser pursuant to this Agreement shall be deemed to be Registrable
Securities as defined in the Registration Rights Agreement.


 


As used herein, the term “Public Offering” shall mean the sale
of shares of Common Stock to the public subsequent to the date hereof pursuant
to a registration statement under the Act which has been declared effective by
the SEC (other than a registration statement on Form S-8 or any other similar
form).


 


As used herein, the term “Qualified Public Offering” shall mean
a Public Offering pursuant to an effective registration statement and either
(i) such registration statement includes the sale of shares of Common Stock
held by Kohlberg Kravis Roberts & Co. L.P. (the “KKR Partnership”) or its
affiliates or (ii) thereafter an active trading marked in 40% or more of the
Common Stock exists.


 


(b)  The Company will promptly notify the Purchaser in writing (a “Notice”)
of any proposed registration (a “Proposed Registration”) in connection
with a Qualified Public Offering.  If
within 15 days of the receipt by the Purchaser of such Notice, the Company
receives from the Purchaser a written request (a “Request”) to register
some or all of the Purchased Shares held by the Purchaser (which Request will
be irrevocable unless otherwise mutually agreed to in writing by the Purchaser
and the Company), Purchased Shares will be so registered as provided in this
Section 6; provided, however, that for each such
registration statement only one Request, which shall be executed by the
Purchaser, may be submitted for all Registrable Securities held by the
Purchaser.


 


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(c)  The maximum number of Shares which will be registered pursuant to
a Request will be the lowest of (i) (A) the number of Purchased Shares then
held by the Purchaser multiplied by (B) a fraction, the numerator of which is
the number of shares of Common Stock being sold by Associates and other
investment partnerships and investment limited liability companies affiliated
with the KKR Partnership and the denominator of which is the number of shares
of Common Stock owned by the Associates and investment partnerships and
investment limited liability companies affiliated with the KKR Partnership, (ii) the
maximum number of shares of Common Stock which the Company can register in the
Proposed Registration without an adverse effect on the offering in the view of
the managing underwriters as more fully described in subsection (d) of
this Section 6 and (iii) the maximum number of shares which the Purchaser
(pro rata based upon the aggregate number of shares of Common Stock the
Purchaser and all Management and Employee Shareholders have requested to be
registered) is permitted to register under the Registration Rights Agreement.


 


As used herein, the term “Management and Employee Shareholders”
means those shareholders of the Company who are parties to a Management and
Employee Shareholders’ and Subscription Agreement.


 


(d)  If a Proposed Registration involves an underwritten offering and
the managing underwriter advises the Company in writing that, in its opinion,
the number of shares of Common Stock requested to be included in the Proposed
Registration exceeds the number which can be sold in such offering, so as to be
likely to have an adverse effect on the price, timing or distribution of the
shares of Common Stock offered in such Qualified Public Offering as
contemplated by the Company, then the Company will include in the Proposed
Registration (i) first, 100% of the shares of Common Stock the Company proposes
to sell and (ii) second, to the extent of the number of shares of Common Stock
requested to be included in such registration which, in the opinion of such
managing underwriter, can be sold without having the adverse effect referred to
above, the number of shares of Common Stock which the “Holders” and “Other
Holders” (as defined in the Registration Rights Agreement), including, without
limitation, the Purchaser and the Management and Employee Shareholders, have
requested to be included in the Proposed Registration, such amount to be
allocated pro rata among all requesting Holders and Other Holders on the basis
of the relative number of shares of Common Stock then held by each such Holder
and Other Holder (provided that any shares thereby allocated to any such
Holder that exceed such Holder’s request will be reallocated among the
remaining requesting Holders in like manner).


 


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(e)  Upon delivering a Request, the Purchaser will, if requested by
the Company, execute and deliver a custody agreement and power of attorney in
form and substance satisfactory to the Company with respect to the Purchased
Shares to be registered pursuant to this Section 6 (a “Custody
Agreement and Power of Attorney”). 
The Custody Agreement and Power of Attorney will provide, among other
things, that the Purchaser will deliver to and deposit in custody with the
custodian and attorney-in-fact named therein a certificate or certificates
representing such Purchased Shares (duly endorsed in blank by the registered
owner or owners thereof or accompanied by duly executed stock transfer forms in
blank) and irrevocably appoint said custodian and attorney-in-fact as the
Purchaser’s agent and attorney-in-fact with full power and authority to act
under the Custody Agreement and Power of Attorney on the Purchaser’s behalf
with respect to the matters specified therein.


 


(f)  The Purchaser agrees that he or she will execute such other
agreements as the Company may reasonably request to further evidence the
provisions of this Section 6.


 


7.                                       Dividends.  No dividends on the Purchased Shares are
expected to be paid by the Company prior to a Public Offering.  In the event any dividends are paid with
respect to the Purchased Shares, the Purchaser will be treated in the same
manner as all other shareholders with respect to Purchased Shares then owned by
the Purchaser.


 


8.                                       Representations
and Warranties of the Company.  The
Company represents and warrants to the Purchaser that:  (i) this Agreement has been duly
authorized, executed and delivered by the Company and constitutes a valid and
legally binding obligation of the Company enforceable against the Company in accordance
with its terms; and (ii) the Purchased Shares, when issued, delivered and
paid for in accordance with the terms hereof, will be duly and validly issued,
fully paid and nonassessable.


 


9.                                       Expiration
of Certain Provisions.  The
provisions contained in Section 5 of this Agreement and the portion of any
other provision of this Agreement which incorporates the provisions of
Section 5 shall terminate and be of no further force or effect with
respect to any Purchased Shares sold by the Purchaser (i) pursuant to an
effective registration statement filed by the Company pursuant to
Section 6 hereof or (ii) pursuant to the terms of the Sale Participation
Agreement.


 


Except as set forth above, such provisions shall not terminate in the
event of any public offering or stock exchange listing of shares of Common
Stock.


 


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10.                                 Recapitalizations,
etc.


 


(a)  The provisions of this Agreement shall apply, to the full extent
set forth herein with respect to the Purchased Shares, to any and all shares of
capital stock of the Company or any capital stock, partnership units or any
other security evidencing ownership interests in any successor or assign of the
Company (whether by merger, consolidation, sale of assets or otherwise) which
may be issued in respect of, in exchange for, or substitution of the Purchased
Shares, by reason of any stock dividend, split, reverse split, bonus issue,
combination, recapitalization, liquidation, reclassification, merger,
consolidation or otherwise.


 


(b)  If the Purchaser shall acquire any additional shares of Common
Stock of the Company, including without limitation upon the exercise of share
options or otherwise, and the agreement or other instrument pursuant to which
such shares of Common Stock are acquired so provides, then the provisions of
this Agreement shall be applicable to such shares of Common Stock as if they
were “Purchased Shares” hereunder for purposes of all provisions of this
Agreement other than Sections 1 and 2.


 


11.                                 U.S.
State Securities Laws.  The Company
hereby agrees to use its reasonable best efforts to comply with all U.S. state
securities or “blue sky” laws which might be applicable to the sale of the
Purchased Shares to the Purchaser.


 


12.                                 Binding
Effect.  (a)  The provisions of this Agreement shall be
binding upon and accrue to the benefit of the parties hereto and their
respective successors and assigns.  In
the case of a transferee permitted under Section 3(a) hereof, such
transferee shall be deemed the Purchaser hereunder; provided, however,
that no transferee (including without limitation, transferees referred to in
Section 3(a) hereof) shall derive any rights under this Agreement unless
and until such transferee has delivered to the Company a valid undertaking and
becomes bound by the terms of this Agreement.


 


(a)  The Company shall have the right to assign any or all of its
rights or obligations to purchase Purchased Shares pursuant to Section 5
hereof to an affiliate of the KKR Partnership.


 


13.                                 Amendment.  This Agreement may be amended only by a
written instrument signed by the Parties hereto.


 


14.                                 Notices.  All notices and other communications
required or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been given if delivered personally or sent by certified
or express mail, return receipt requested, postage prepaid, overnight courier
or delivery service or by any recognized international equivalent of such mail
delivery, or by facsimile to the Company or the Purchaser, as the case may be,
at the following addresses or to such other address as the Company or the
Purchaser, as the case may be, shall specify by notice to the others:


 


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(i)                                                             (a)
if to the Company, to it at:


 


BRW Acquisition, Inc.


c/o Kohlberg Kravis Roberts & Co.


9 West 57th Street


Suite 4200


New York, New York 10019


Attention: 
Scott Nuttall


 


with a copy to:


 


Kohlberg Kravis Roberts & Co.


9 West 57th Street


Suite 4200


New York, New York 10019


Attention: 
Perry Golkin


 


and to


 


Simpson Thacher & Bartlett


425 Lexington Avenue


New York, New York  10017-3909


Attention: 
Gary Horowitz, Esq.


 


(ii)                                                          if
to the Purchaser, to it at:


 


Fisher Capital Corp. LLC


8 Clarke Drive


Cranbury, New Jersey 08512


Attention: 
Kevin Byrne


 


with a copy to:


 


Latham & Watkins


885 Third Avenue


Suite 1000


New York, NY 10022


Attention: 
Scott O. Bowie


 


All such notices and
communications shall be deemed to have been received on the date of delivery or
on the third business day after the mailing thereof.


 


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15.                                 Applicable
Law; Submission to Jurisdiction. 
This Agreement shall be governed by and construed in accordance with the
law of the State of New York, regardless of the law that might be applied under
principles of conflict of laws.  Any suit,
action or proceeding against the Purchaser with respect to this Agreement, or
any judgment entered by any court in respect of any thereof, may be brought in
any court of competent jurisdiction in the State of New York or located in the
City of New York, as the Company may elect in its sole discretion.  Nothing herein shall in any way be deemed to
limit the ability of the Company to serve any such writs, process or summonses
in any other manner permitted by applicable law or to obtain jurisdiction over
the Purchaser, in such other jurisdictions, and in such manner, as may be
permitted by applicable law.  The
Purchaser hereby irrevocably waives any objections which it may now or
hereafter have to the laying of the venue of any suit, action or proceeding arising
out of or relating to this Agreement brought in any court of competent
jurisdiction in the State of New York, and hereby further irrevocably waives
any claim that any such suit, action or proceeding brought in any such court
has been brought in any inconvenient forum. 
No suit, action or proceeding against the Company with respect to this
Agreement may be brought in any court, domestic or foreign, or before any
similar domestic or foreign authority other than in a court of competent
jurisdiction in the State of New York, and the Purchaser hereby irrevocably
waives any right which it may otherwise have had to bring such an action in any
other court, domestic or foreign, or before any similar domestic or foreign
authority.  The Company hereby submits
accordingly to the jurisdiction of such courts for the purpose of any such
suit, action or proceeding.


 


16.                                 Section and
Other Headings, etc.  The
section and other headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.


 


17.                                 Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original and all of
which together shall constitute one and the same instrument.


 


[Continued on next page.]


 


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth above.


 


 


	
   

  	
  BRW
  ACQUISITION, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Perry
  Golkin

  	
   

  
	
   

  	
   

  	
  Title:  President

  
	
   

  	
   

  	
  Name:  Perry Golkin

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FISHER
  CAPITAL CORP. LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James R.
  Fisher

  	
   

  
	
   

  	
   

  	
  Title:
  Managing Member

  
					



 


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