EXHIBIT 10.51
PLEDGE AND SECURITY AGREEMENT
     THIS PLEDGE AND SECURITY AGREEMENT is made as of April 28, 2004 by theundersigned (“Pledgor”) in favor of COMERICA BANK (the “Bank”).
RECITALS
     Bank has entered into that certain Comerica Bank Foreign Exchange MasterAgreement (said agreement, along with all agreements executed in connectiontherewith, as each may hereafter be amended from time to time, the “FXAgreements”), pursuantto which Bank has made certain commitments, subject to the terms andconditions set forth in the FX Agreements, to provide foreign exchange servicesto Pledgor and BO SOFTWARE LTD. (“BO Ireland”). BO Ireland developsintellectual property which is crucial to Pledgor’s business and Pledgorconsequently expects to obtain significant benefit from Bank’s provision offoreign exchange services to BO Ireland. In addition, BO Ireland hastransferred $21,000,000 to Pledgor, in exchange for which Pledgor has agreed toprovide security for BO’s Ireland’s performance under the FX Agreements, as setforth herein. Pledgor has agreed to secure its obligations and the obligationsof BO Ireland under the FX Agreements with the money market account describedon attached Exhibit A.
     NOW, THEREFORE, Pledgor and Bank agree as follows:
     1. Pledge of Collateral.
          (a) Pledgor shall maintain at least $33,300,000 (the “Required Balance”)in money market account # [ ] at Bank at all times. Such money market accountand all amounts held therein, together with all proceeds thereof, interest paidthereon, and substitutions therefor, and all accounts, securities, instruments,securities entitlements and financial assets arising out of any of theforegoing, are the “Collateral”. Pledgor hereby pledges to Bank and grants toBank a security interest in the Collateral as security for the promptperformance of all of Pledgor’s and BO Ireland’s obligations with respect to,or arising out of, the FX Agreements (collectively, the “Obligations”). Pledgorshall enter into such control or other agreements as Bank requests in order toperfect or ensure the priority of Bank’s security interest in the Collateral.
          (b) Bank shall retain control over the Cash Collateral up to the RequiredBalance to secure the Obligations until the Obligations have been satisfied infull and the FX Agreements have been terminated. Pledgor hereby authorizes Bankto place restrictions on Pledgor’s ability to withdraw amounts from accountsholding the Collateral in order to ensure that such Required Balance ismaintained. Pledgor authorizes Bank to execute and/or file such documents, andtake such actions, as Bank determines reasonable to perfect its securityinterest in the Collateral. Such security interest constitutes a valid, firstpriority security interest in the Collateral, and will constitute a valid,first priority security interest in Collateral acquired after the date hereof.Notwithstanding termination of this Agreement or the FX Agreements, Bank’s lienon the Collateral shall remain in effect for so long as any Obligations areoutstanding.
     2. Representations, Warranties and Covenants. Pledgor represents andwarrants to and covenants with Bank that:
          (a) The Collateral is owned by Pledgor free and clear of any securityinterests, liens, encumbrances, options or other restrictions created byPledgor;
          (b) Pledgor has full power and authority to create a first lien on theCollateral in favor of Bank and no disability or contractual obligation existsthat would prohibit Pledgor from pledging the Collateral pursuant to thisAgreement, and Pledgor will not assign, create or permit to exist any otherclaim to, lien or encumbrance upon, or security interest in any of theCollateral;
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          (c) The Collateral is not the subject of any present or threatened suit,action, arbitration, administrative or other proceeding, and Pledgor knows ofno reasonable grounds for the institution of any such proceedings;
          (d) Pledgor shall not transfer, encumber, dispose of, or otherwise directthe payment of any proceeds, interest, or amounts payable with respect to theCollateral for so long as it is subject to this Agreement;
          (e) Pledgor has authority and has obtained all approvals and consentsnecessary to enter into this Agreement, and Pledgor’s execution, delivery andperformance of this Agreement will not violate or conflict with the terms ofPledgor’s Articles of Incorporation, Bylaws or other charter documents, or anylaw, agreement, or other instrument or writing to which Pledgor is party or bywhich is it bound;
          (f) The information provided to Bank by Pledgor on or prior to the date ofthis Agreement is true and correct in all material respects, and there has notbeen a material adverse change in the financial condition of Pledgor since thedate of the most recent of the financial statements submitted to Bank;
          (g) At any time and from time to time, upon the written request of Bank,and at the sole expense of Pledgor, Pledgor shall promptly and duly execute anddeliver any and all such further instruments and documents and take suchfurther action as Bank mayreasonably deem desirable to obtain the full benefits of this Agreementand of the rights and powers herein granted; and
          (h) Pledgor shall pay all expenses, including reasonable attorneys’ fees,incurred by Bank in the preservation, realization, enforcement or exercise ofany Bank’s rights under this Agreement (not to exceed $2,500 for preparation ofthis Agreement).
     All the above representations and warranties shall survive the making ofthis Agreement.
     3. Events of Default. Each of the following shall constitute anevent of default (“Event of Default”) hereunder:
          (a) The breach of any provision of one or more of the FX Agreements byPledgor and/or BO Ireland, or the occurrence of a default or Event of Defaultunder one or both of the FX Agreements;
          (b) Pledgor’s failure to comply with any agreement or covenant set forthin this Agreement or if any of the representations, warranties, and/orcovenants set forth in Section 2 are no longer true and correct;
          (c) Pledgor’s failure (i) to maintain its corporate existence in the stateof Delaware, (ii) to comply with the terms of any material contract to whichPledgor is a party or by which it is bound, or (ii) to comply with any law towhich Pledgor is subject, if any of the foregoing could reasonably be expectedto have a material adverse effect on Pledgor or its business;
          (d) If Pledgor merges or consolidates with or into another person orentity and is not the surviving entity;
          (e) If Pledgor becomes insolvent, or becomes the subject of any case orproceeding under the United States Bankruptcy Code or any other law relating tothe reorganization or restructuring of debt;
          (f) If a judgment or judgments for the payment of money in excess of$5,000,000 shall be rendered against Pledgor and shall remain unsatisfied andunstayed for a period of thirty (30) days; or
          (g) If there occurs a material adverse change in Pledgor’s business orfinancial condition, or if there is a material impairment of the prospect ofrepayment of any portion of the Obligations or a material impairment of thevalue or priority of Bank’s security interests in the Collateral; or
          (h) If the relationship between Pledgor and BO Ireland set forth in theRecitals is no longer in existence.
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     4. Bank’s Remedies Upon Default.
          Upon the occurrence of an Event of Default, Bank shall have the right toexercise all such rights as a secured party under the California UniformCommercial Code as it, in its sole judgment, shall deem necessary orappropriate, including without limitation the right to set off and apply to theObligations any and all amounts held in accounts which are part of theCollateral. After the disposal of any of the Collateral, Bank may deduct allreasonable legal and other expenses and attorney’s fees for protecting itsinterests and enforcing its remedies under the Agreement and this Agreement andshall apply the residue of the proceeds to, or hold as a reserve against, theObligations in such manner as Bank in its sole discretion shall determine, andshall pay the balance, if any to Pledgor.
     5. Waivers; Indemnification
          (a) Demand; Protest. Pledgor waives demand, protest, notice of protest,notice of default or dishonor, notice of payment and nonpayment, notice of anydefault, nonpayment at maturity, release, compromise, settlement, extension, orrenewal of accounts, documents, instruments, chattel paper, and guarantees atany time held by Bank on which Pledgor may in any way be liable.
          (b) Indemnification. Pledgor agrees to defend, indemnify and hold harmlessBank and its officers, employees, and Banks against all losses or expenses inany way suffered, incurred, or paid by Bank as a result of or in any wayarising out of, following, or consequential to transactions between Bank andPledgor, under this Agreement (including without limitation reasonableattorneys’ fees and expenses), except for losses caused by Bank’s grossnegligence or willful misconduct.
     6. Notices. Unless otherwise provided in this Agreement, all noticesor demands by any party relating to this Agreement or anyother agreement entered into in connection herewith shall be in writingand (except for financial statements and other informational documents whichmay be sent by first-class mail, postage prepaid) shall be personally deliveredor sent by certified mail, postage prepaid, return receipt requested, or byprepaid telefacsimile to Pledgor or to Bank, as the case may be, at itsaddresses set forth in the Agreement.
     7. Power of Attorney. Pledgor hereby appoints Bank, itsattorney-in-fact to prepare, sign and file or record, for Pledgor in Pledgor’sname, any financing statements, applications for registration and like papersand to take any other action deemed by Bank necessary or desirable in order toperfect the security interest of the Bank hereunder, to dispose of anyCollateral, and to perform any obligations of Pledgor hereunder, at Pledgor’sexpense, but without obligation to do so.
     8. Remedies Cumulative. Bank’s rights and remedies under thisAgreement, the FX Agreements, and all other agreements shall be cumulative.Bank shall have all other rights and remedies not inconsistent herewith asprovided under the California Uniform Commercial Code (the “UCC”), by law, orin equity. No exercise by Bank of one right or remedy shall be deemed anelection, and no waiver by Bank of any Event of Default on Pledgor’s orPledgor’s part shall be deemed a continuing waiver. No delay by Bank shallconstitute a waiver, election, or acquiescence by it. No waiver by Bank shallbe effective unless made in a written document signed on behalf of Bank andthen shall be effective only in the specific instance and for the specificpurpose for which it was given.
     9. Amendment of FX Agreements. Pledgor authorizes Bank, withoutnotice or demand and without affecting its liability hereunder, from time totime to (a) renew, extend, or otherwise change the terms of any FX Agreement towhich BO Ireland is subject, or any part thereof; (b) take and hold securityfor the payment of any FX Agreement to which BO Ireland is subject, andexchange, enforce, waive and release any such security; and (c) apply suchsecurity and direct the order or manner of sale thereof as Bank in its solediscretion may determine.
     10. Pledgor Waivers. Pledgor waives any right to require Bank to (a)proceed against BO Ireland, any guarantor or any other person; (b) proceedagainst or exhaust any security held from BO Ireland; (c) marshal any assets ofBO Ireland; or (d) pursue any other remedy in Bank’s power whatsoever. Bankmay, at its election,
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exercise or decline or fail to exercise any right or remedy it may have againstBO Ireland or any security held by Bank, including without limitation the rightto foreclose upon any such security by judicial or nonjudicial sale, withoutaffecting or impairing in any way the liability of Pledgor hereunder. Pledgorwaives any defense arising by reason of any disability or other defense of BOIreland or by reason of the cessation from any cause whatsoever of theliability of BO Ireland. Pledgor waives any setoff, defense or counterclaimthat BO Ireland may have against Bank. Pledgor waives any defense arising outof the absence, impairment or loss of any right of reimbursement or subrogationor any other rights against BO Ireland. Until all obligations under theGuaranty have been satisfied, Pledgor shall have no right of subrogation orreimbursement, contribution or other rights against BO Ireland, and Pledgorwaives any right to enforce any remedy that Bank now has or may hereafter haveagainst BO Ireland. Pledgor waives all rights to participate in any securitynow or hereafter held by Bank. Pledgor waives all presentments, demands forperformance, notices of nonperformance, protests, notices of protest, noticesof dishonor, and notices of acceptance of this Agreement and of the existence,creation, or incurring of new or additional indebtedness. Pledgor assumes theresponsibility for being and keeping itself informed of the financial conditionof BO Ireland and of all other circumstances bearing upon the risk ofnonpayment of any indebtedness or nonperformance of any obligation of BOIreland, warrants to Bank that it will keep so informed, and agrees that absenta request for particular information by Pledgor, Bank shall have no duty toadvise Pledgor of information known to Bank regarding such condition or anysuch circumstances. Pledgor waives the benefits of California Civil Codesections 2809, 2810, 2819, 2845, 2847, 2848, 2849, 2850, 2899 and 3433.
     11. BO Ireland Insolvency. If BO Ireland becomes insolvent or isadjudicated bankrupt or files a petition for reorganization, arrangement,composition or similar relief under any present or future provision of theUnited States Bankruptcy Code, or if such a petition is filed against BOIreland, and in any such proceeding some or all of any indebtedness orobligations under the FX Agreements are terminated or rejected or anyobligation of BO Ireland is modified or abrogated, or if BO Ireland’sobligations are otherwise avoided for insolvency, bankruptcy or any similarreason, Pledgor agrees that Pledgor’s liability hereunder shall not thereby beaffected or modified and such liability shall continue in full force and effectas if no such action or proceeding had occurred. This Agreement shall continueto be effective or be reinstated, as the case may be, if any payment must bereturned by Bank upon the insolvency, bankruptcy or reorganization of BOIreland, Pledgor, any other person, or otherwise, as though such payment hadnot been made.
     12. Notices. Unless otherwise provided in this Agreement, all noticesor demands by any party relating to this Agreement or any other agreemententered into in connection herewith shall be in writing and (except forfinancial statements and other informational documents which may be sent byfirst-class mail, postage prepaid) shall be personally delivered or sent by arecognized overnight delivery service, certified mail, postage prepaid, returnreceipt requested, or by telefacsimile to Pledgor or to Bank, as the case maybe, at its addresses set forth below:   If to Pledgor: BUSINESS OBJECTS AMERICAS 3030 Orchard Parkway San Jose, CA 95134 Attn: Chief Financial Officer Fax: (408) 894-6509   If to Bank: Comerica Bank 2321 Rosecrans Ave., Suite 5000 El Segundo, CA 90245 Attn: Manager FAX: (310) 297-2291   with a copy to: Comerica Bank 5330 Carillon Point Kirkland, WA 98033 Attn: Bob Van Nortwick FAX: (425) 576-2810
The parties hereto may change the address at which they are to receive noticeshereunder, by notice in writing in the foregoing manner given to the other.
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     7. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER
          This Agreement shall be governed by, and construed in accordance with, theinternal laws of the State of California, without regard to principles ofconflicts of laws. Each of Pledgor and Bank hereby submits to the exclusivejurisdiction of the state and Federal courts located in the County of SantaClara, State of California. PLEDGOR AND BANK EACH HEREBY WAIVE THEIR RESPECTIVERIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISINGOUT OF ANY OF THE FX AGREEMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATEDTHEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALLOTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY RECOGNIZES AND AGREES THAT THEFOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THISAGREEMENT. EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVERWITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURYTRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
     8. GENERAL PROVISIONS
          (a) Successors and Assigns. This Agreement shall bind and inure to thebenefit of the respective successors and permitted assigns of each of theparties; provided, however, that neither this Agreement nor any rightshereunder may be assigned by Pledgor without Bank’s prior written consent,which consent may be granted or withheld in Bank’s sole discretion. Bank shallhave the right without the consent of or notice to Pledgor to sell, transfer,negotiate, or grant participation in all or any part of, or any interest in,Bank’s obligations, rights and benefits hereunder.
          (b) Time of Essence. Time is of the essence for the performance of allobligations set forth in this Agreement.
          (c) Severability of Provisions. Each provision of this Agreement shall beseverable from every other provision of this Agreement for the purpose ofdetermining the legal enforceability of any specific provision.
          (d) Amendments in Writing, Integration. This Agreement cannot be amendedor terminated orally. All prior agreements, understandings, representations,warranties, and negotiations between the parties hereto with respect to thesubject matter of this Agreement, if any, are merged into this Agreement andthe FX Agreements.
          (e) Counterparts. This Agreement may be executed in any number ofcounterparts and by different parties on separate counterparts, each of which,when executed and delivered, shall be deemed to be an original, and all ofwhich, when taken together, shall constitute but one and the same Agreement.
          (f) Survival. All covenants, representations and warranties made in thisAgreement shall continue in full force and effect so long as any Obligationsremain outstanding. The obligations of Pledgor to indemnify Bank with respectto the expenses, damages, losses, costs and liabilities described in thisAgreement shall survive until all applicable statute of limitations periodswith respect to actionsthat may be brought against Bank have run.
     9. REFERENCE PROVISION.
          If and only if the jury trial waiver set forth in Section 7 of thisAgreement is invalidated for any reason by a court of law, statute orotherwise, the reference provisions set forth below shall be substituted inplace of the jury trial waiver. So long as the jury trial waiver remains valid,the reference provisions set forth in this Section shall be inapplicable.
          (a) Each controversy, dispute or claim (each, a “Claim”) between theparties arising out of or relating to this Agreement, the FX Agreements, or anyother document, instrument or agreement executed by Pledgor with or in favor ofBank (collectively in this Section, the “Loan Documents”), other than (i) allmatters in
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connection with nonjudicial foreclosure of security interests in real orpersonal property; or (ii) the appointment of a receiver or the exercise ofother provisional remedies (any of which may be initiated pursuant toapplicable law) that are not settled in writing within fifteen (15) days afterthe date on which a party subject to the Loan Documents gives written notice toall other parties that a Claim exists (the “Claim Date”) shall be resolved by areference proceeding in California in accordance with the provisions of Section638 et seq. of the California Code of Civil Procedure, or their successorsections (“CCP”), which shall constitute the exclusive remedy for theresolution of any Claim concerning the Loan Documents, including whether suchClaim is subject to the reference proceeding. Except as set forth in thissection, the parties waive the right to initiate legal proceedings against eachother concerning each such Claim. Venue for these proceedings shall be in theSuperior Court in the County where the real property, if any, is located or ina County where venue is otherwise appropriate under state law (the “Court”). Bymutual agreement, the parties shall select a retired Judge of the Court toserve as referee, and if they cannot so agree within fifteen (15) days afterthe Claim Date, the Presiding Judge of the Court (or his or her representative)shall promptly select the referee. A request for appointment of a referee maybe heard on an ex parte or expedited basis. The referee shall be appointed tosit as a temporary judge, with all the powers for a temporary judge, asauthorized by law, and upon selection should take and subscribe to the oath ofoffice as provided for in Rule 244 of the California Rules of Court (or anysubsequently enacted Rule). Each party shall have one peremptory challengepursuant to CCP Section 170.6. Upon being selected, the referee shall (a) berequested to set the matter for a status and trial-settinG conference withinfifteen (15) days after the date of selection and (b) if practicable, try anyand all issues of law or fact and report a statement of decision upon themwithin ninety (90) days of the date of selection. The referee will have powerto expand or limit the amount of discovery a party may employ. Any decisionrendered by the referee will be final, binding and conclusive, and judgmentshall be entered pursuant to CCP Section 644 in any court in the State ofCalifornia having jurisdiction. The parties shall complete all discovery nolater than fifteen (15) days before the first trial date established by thereferee. The referee may extend such period in the event of a party’s refusalto provide requested discovery for any reason whatsoever, including, withoutlimitation, legal objections raised to such discovery or unavailability of awitness due to absence or illness. No party shall be entitled to “priority” inconducting discovery. Either party may take depositions upon seven (7) dayswritten notice, and shall respond to requests for production or inspection ofdocuments within ten (10) days after service. All disputes relating todiscovery which cannot be resolved by the parties shall be submitted to thereferee whose decision shall be final and binding upon the parties. Pendingappointment of the referee as provided herein, the Superior Court is empoweredto issue temporary and/or provisional remedies, as appropriate.
     (b) Except as expressly set forth herein, the referee shall determine themanner in which the reference proceeding is conducted including the time andplace of all hearings, the order of presentation of evidence, and all otherquestions that arise with respect to the course of the reference proceeding.Except for trial, all proceedings and hearings conducted before the refereeshall be conducted without a court reporter unless a party requests a courtreporter. The party making such a request shall have the obligation to arrangefor and pay for the court reporter. Subject to the referee’s power to awardcosts to the prevailing party, the parties shall equally bear the costs of thecourt reporter at the trial and the referee’s expenses.
     (c) The referee shall determine all issues in accordance with existingCalifornia case and statutory law. California rules of evidence applicable toproceedings at law will apply to the reference proceeding. The referee shall beempowered to enter equitable as well as legal relief, to provide all temporaryand/or provisional remedies and to enter equitable orders that shall be bindingupon the parties. At the close of the reference proceeding, the referee shallissue a single judgment at disposing of all the claims of the parties that arethe subject of the reference. The parties reserve the right (i) to contest orappeal from the final judgment or any appealable order or appealable judgmententered by the referee and (ii) to obtain findings of fact, conclusions oflaws, a written statement of decision, and (iii) to move for a new trial or adifferent judgment, which new trial, if granted, shall be a referenceproceeding under this provision.
     (d) If the enabling legislation which provides for appointment of areferee is repealed (and no successor statute is enacted), any dispute betweenthe parties that would otherwise be determined by the reference procedureherein described will be resolved and determined by arbitration conducted by aretired judge of the Court, in accordance with the California Arbitration ActSection 1280 through Section 1294.2 of the CCP as amended frOm time to time.The limitations with respect to discovery as set forth in this Section shallapply to any such arbitration proceeding.
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     IN WITNESS WHEREOF, the parties hereto have executed this Pledge Agreementthe day and year first above written.       Bank:         COMERICA BANK      By: /s/ Robert W. VanNortwick    Title: Vice President      Pledgor:         BUSINESS OBJECTS AMERICAS By: /s/ James R. Tolonen    Title: Chief Financial Officer
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COMPANY RESOLUTIONS
     I, the undersigned Secretary or Assistant Secretary of BUSINESS OBJECTSAMERICAS (the “Company”), HEREBY CERTIFY that the Company is organized andexisting under and by virtue of the laws of the state of Delaware.
     I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true andcomplete copies of the Certificate of Incorporation and Bylaws of the Company,each of which is in full force and effect on the date hereof.
     I FURTHER CERTIFY that a meeting of the Directors of the Company (or byother duly authorized corporate action in lieu of a meeting), duly called andheld, at which a quorum was present and voting, the following resolutions wereadopted.
     BE IT RESOLVED, that ANY ONE (1) of the following named officers,employees, or agents of this Company, whose actual signatures are shown below:     **NAMES** **POSITIONS** **ACTUAL SIGNATURES**James R. Tolonen CFO /s/ James R. Tolonen      
acting for and on behalf of this Company and as its act and deed be, and theyhereby are, authorized and empowered:
     FOREIGN EXCHANGE. To execute foreign exchange agreements and other relateddocuments pertaining to Bank’s issuance of foreign exchange contracts(collectively, “FX Agreements”).
     GRANT SECURITY. To secure amounts borrowed from time to time from ComericaBank (“Bank”) by the Company and/or BO SOFTWARE LTD. (“BO Ireland”) pursuant tothe FX Agreements. To grant a security interest to Bank in the Collateraldescribed in the Third Pledge and Security Agreement by and between the Companyand Bank (the “Security Agreement”), which security interest shall secure allof the Company’s and BO Ireland’s obligations under the FX Agreements.
     EXECUTE AGREEMENTS. To execute the Security Agreement, the FX Agreements,and any other agreement entered into between Company and Bank in connectiontherewith, all as amended or extended from time to time (collectively, the“Secured FX Line Documents”), and also to execute and deliver to Bank one ormore affirmations, renewals, extensions, modifications, refinancings,consolidations, or substitutions for the Secured FX Line Documents, or anyportion thereof.
     FURTHER ACTS. In the case of lines of credit, to designate additional oralternate individuals as being authorized to requestadvances thereunder, and in all cases, to do and perform such other actsand things, to pay any and all fees and costs, and to execute and deliver suchother documents and agreements as they may in their discretion deem reasonablynecessary or proper in order to carry into effect the provisions of theseResolutions.
     BE IT FURTHER RESOLVED, that any and all acts authorized pursuant to theseresolutions and performed prior to the passage of these resolutions are herebyratified and approved, that these Resolutions shall remain in full force andeffect and Bank may rely on these Resolutions until written notice of theirrevocation shall have been delivered to and received by Bank. Any such noticeshall not affect any of the Company’s agreements or commitments in effect atthe time notice is given.
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     I FURTHER CERTIFY that the officers, employees, and agents named above areduly elected, appointed, or employed by or for the Company, as the case may be,and occupy the positions set opposite their respective names; that theforegoing Resolutions now stand of record on the books of the Company; and thatthe Resolutions are in full force and effect and have not been modified orrevoked in any manner whatsoever.
     IN WITNESS WHEREOF, I have hereunto set my hand on April 28, 2004 andattest that the signatures set opposite the names listed above are theirgenuine signatures.       CERTIFIED TO AND ATTESTED BY:      X /s/ Susan J. Wolfe  
Attachment 1 — Articles of Incorporation