EXHIBIT 10.2
BUSINESS FLEX LINE OF CREDIT NOTE
Maryland
NOVEMBER 29, 2005 $180,000.00
BORROWER: CHESAPEAKE LOGISTICS LLC, a limited liability company organized
under the laws of Maryland
Address of residence/chief executive office: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
BANK: MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation
with banking offices at ▇▇▇ ▇&▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention:
Office of General Counsel
PROMISE TO PAY. For value received, and intending to be legally bound,
Borrower promises to pay to the order of the Bank on demand (or, if this Note
has been converted to a term note, on the schedule set forth below), the
principal sum of ONE HUNDRED EIGHTY THOUSAND DOLLARS AND NO CENTS
($180,000.00) (the "Maximum Principal Amount") or the actual outstanding
principal amount under this Note (the "Outstanding Principal Amount"), if
less; plus interest as agreed below and all fees and costs (including without
limitation attorneys' fees and disbursements, whether for internal or outside
counsel) the Bank incurs in order to collect any amount due under this Note,
to negotiate or document a workout or restructuring, or to preserve its
rights or realize upon any guaranty or other security for the payment of this
Note (the "Expenses").
INTEREST. The Outstanding Principal Amount of this Note shall earn interest
calculated on the basis of a 360-day year for the actual number of days of
each year (365 or 366) from and including the date the proceeds of this Note
were disbursed to, but not including, the date all amounts hereunder are paid
in full, at a rate per year which shall on each day be 1.5 PERCENTAGE POINTS
ABOVE THE HIGHEST PRIME RATE PUBLISHED IN THE WALL STREET JOURNAL in its
table entitled "Money Rates" or such similar publication, quoting service or
commonly available source used by the Bank for determining prime rate of
interest. If no rate is specified, interest shall accrue at the Maximum Legal
Rate (defined below) at all times prior to payment in full.
DEFAULT RATE. If the Bank does not actually receive any payment under this
Note when due and/or, after the Conversion Date, upon the occurrence of an
Event of Default (defined below), the interest rate on the Outstanding
Principal Amount shall automatically increase to 5 percentage points above
the otherwise applicable rate per year, and any judgment entered hereon or
otherwise in connection with any suit to collect amounts due hereunder shall
bear interest at such default rate.
MAXIMUM LEGAL RATE. It is the intent of the Bank and of Borrower that in no
event shall interest be payable at a rate in excess of the maximum rate
permitted by applicable law (the "Maximum Legal Rate"). Solely to the extent
necessary to prevent interest under this Note from exceeding the Maximum
Legal Rate, any amount that would be treated as excessive under a final
judicial interpretation of applicable law shall be deemed to have been a
mistake and automatically canceled, and, if received by the Bank, shall be
refunded to Borrower.
REPAYMENT OF PRINCIPAL AND INTEREST. Absent demand for repayment in full,
interest on the Outstanding Principal Amount shall be due and payable
monthly. Absent demand for payment in full and until the Conversion Date, if
any, principal payments may be made at any time at ▇▇▇▇▇▇▇▇'s discretion,
subject to the Annual Cleanup described below. Payments shall be made in
immediately available funds at any banking office of the Bank.
LATE CHARGE. If Borrower fails to pay the whole or any installment of
principal or interest within 5 days of its due date, Borrower shall pay a
late charge equal to the greatest of (a) $50.00 (b) 5% of the delinquent
amount, or (c) the Bank's then current late charge as announced from time to
time; provided, however, that any excess collected by mistake shall be
refunded on request, and each such late charge shall be separately charged
and collected by the Bank.
APPLICATION OF PAYMENTS. Payments may be applied in any order in the sole
discretion of the Bank but, prior to demand or default, shall be applied
first to past due interest, Expenses, late charges and principal, then to
current interest, Expenses, late charges and principal, and last to remaining
principal.
SETOFF. The Bank shall have the right to set off against the amounts owing
under this Note any property held in a deposit or other account with the Bank
or any of its affiliates ("Affiliate") or otherwise owing by the Bank or any
Affiliates in any capacity to Borrower or any guarantor or endorser of this
Note (a "Guarantor"). Such set-off shall be deemed to have been exercised
immediately at the time the Bank or such Affiliate elect to do so.
AUTHORIZED REPRESENTATIVES. This Note is issued by Borrower to the Bank in
connection with a certain line of credit made available by the Bank to
Borrower (the "Credit"). The Bank may make any loan or payment pursuant to
the Credit (the "Loan(s)") in reliance upon any oral, telephonic, written,
teletransmitted or other request (the "Request(s)") that the Bank in good
faith believes to be valid and to have been made by Borrower or on behalf of
Borrower by ▇▇▇▇▇▇ ▇▇▇▇▇, MEMBER OR ▇▇▇▇▇ ▇. ▇▇▇▇▇, MEMBER (actual name and
capacity) (each an "Authorized Person"). Mention of the Authorized Person's
name in the prior sentence is for reference purposes only and the Bank shall
rely on the title to ascertain whether someone is an Authorized Person. The
Bank may act on the Request of any Authorized Person until the Bank shall
have received from Borrower, and had a reasonable time to act on, written
notice revoking the authority of such Authorized Person. The Bank shall incur
no liability to Borrower or to any other person as a direct or indirect
result of making any Loan pursuant to this paragraph.
MINIMUM ADVANCE. Each Loan requested by BORROWER SHALL EQUAL $5,000 OR MORE.
Advances for smaller amounts will be subject to a $25.00 processing fee.
DISCRETIONARY FACILITY. The Bank may modify, restrict, suspend or terminate
the Credit at any time for any reason and without affecting Borrower's then
existing obligations under this Note. Any Request for a Loan hereunder shall
be limited in amount, such that the sum of (i) the principal amount of such
Request; (ii) the Outstanding Principal Amount under this Note; and (iii) the
aggregate face amounts of (or, if greater, ▇▇▇▇▇▇▇▇'s aggregate reimbursement
obligations to the Bank (or any of its affiliates) in connection with) any
letters of credit issued by the Bank (or any of its affiliates) at the
request (or for the benefit of) Borrower, pursuant to this Credit; does not
exceed the Maximum Principal Amount under this Note. Notwithstanding the
above, the Bank shall have the sole and absolute discretion whether to make
any Loan (or any portion of any Loan) requested by Borrower, regardless of
any general availability under the Maximum Principal Amount.
DEMAND FACILITY. Until the Conversion Date, if any, this is a demand Note and
all Loans hereunder shall become immediately due and payable upon demand by
the Bank, provided, however, the Outstanding Principal Amount of this Note
and all accrued and unpaid interest shall automatically become immediately
due and payable if Borrower or any Guarantor commences or has commenced
against it any bankruptcy or insolvency proceeding. Borrower hereby waives
protest, presentment and notice of any kind in connection with this Note.
ANNUAL CREDIT REVIEW FEE. Borrower shall pay on or before each anniversary of
this Note a non-refundable credit review fee equal to the greater of (a) 1/2%
of the Maximum Principal Amount or (b) $250. Borrower acknowledges and
understands that payment of such credit review fee shall not entitle Borrower
to any assurances of availability of credit hereunder, nor otherwise alter or
compromise the discretionary or demand nature of this credit facility.
ANNUAL 30-DAY CLEANUP. ▇▇▇▇▇▇▇▇ agrees that, once each year, it shall pay all
principal, interest and Expenses outstanding under this Note at the
commencement of a 30-day period chosen by ▇▇▇▇▇▇▇▇. No Loans shall be
requested or advanced during the 30-day period (the "Annual Cleanup").
CONVERSION TO TERM NOTE; CONVERSION DATE. If ▇▇▇▇▇▇▇▇ fails to perform the
Annual Cleanup, or if the Bank elects to terminate the Credit, the Bank may,
at its option, and upon written notice to Borrower, declare this Note
converted as of a certain date (the "Conversion Date") to a 3-year term
obligation. The Maturity Date of this Note will then be the third anniversary
of the Conversion Date.
REPAYMENT UPON CONVERSION TO TERM NOTE. After the Conversion Date, if any,
Borrower shall repay the Outstanding Principal Amount in 36 equal monthly
installments, commencing on the first day of the first month following the
Conversion Date and continuing on the first day of each of the succeeding 35
months. The last such payment shall also include other amounts outstanding
under this Note. Until the Outstanding Principal Amount is paid in full,
Borrower shall continue to pay interest on the first day of each month
calculated in accordance with the terms of this Note.
PREPAYMENT PROVISION. Borrower may prepay this Note in whole or in part at
any time without premium or penalty. After the Conversion Date, upon making
any prepayment of the principal in whole, Borrower shall pay to the Bank all
interest and Expenses owing pursuant to this Note and remaining unpaid. After
the Conversion Date, each partial prepayment of the Principal shall be
applied in inverse order of maturity.
FINANCIAL AND OTHER INFORMATION; CERTIFICATES OF NO DEFAULT. While this Note
is in effect, Borrower shall promptly deliver to the Bank copies of all
annual reports, proxy statements and similar information distributed to
shareholders or partners, and of all filings with the Securities and Exchange
Commission and the Pension Benefit Guaranty Corporation and shall provide, in
form satisfactory to the Bank: (a) within sixty days after the end of each of
Borrower's first three fiscal quarters, consolidating and consolidated
statements of income and cash flows for such quarter, for the corresponding
quarter in the previous fiscal year, and for the period from the end of the
previous fiscal year, with a consolidating and consolidated balance sheet as
of the quarter end; and (b) within ninety days after the end of each fiscal
year, consolidating and consolidated statements of Borrower's income and cash
flows and its consolidating and consolidated balance sheet as of the end of
such fiscal year, setting forth comparative figures for the preceding fiscal
year, such statement to be:
[ ] AUDITED [ ] REVIEWED [X] COMPILED
by an independent certified public accountant acceptable to the Bank. All
such statements shall be certified by ▇▇▇▇▇▇▇▇'s chief financial officer or
partner to be correct and in accordance with ▇▇▇▇▇▇▇▇'s records and to
present fairly the results of ▇▇▇▇▇▇▇▇'s operations in conformity with
generally accepted accounting principles. With each statement of income,
Borrower shall provide a certificate executed by its chief executive and
chief financial officers or managing partners stating that no Event of
Default occurred during the period, or if an Event of Default did occur,
describing its nature, the date(s) of its occurrence or period of existence
and what action Borrower has taken with respect thereto. If no box is checked
above, Borrower shall supply financial reports immediately upon the Bank's
request in the form and number of copies and at the times satisfactory to the
Bank.
BANK RECORDS CONCLUSIVE. The Bank shall set forth on a schedule attached to
this Note or maintained on computer, the date and original principal amount
of each Loan and the date and amount of each payment to be applied to the
Outstanding Principal Amount of this Note. The Outstanding Principal Amount
set forth on any such schedule shall be presumptive evidence of the aggregate
Outstanding Principal Amount of this Note and of all Loans. No failure by the
Bank to make, and no error by the Bank in making, any annotation on any such
schedule shall affect Borrower's obligation to pay the principal and interest
of each Loan or any other obligation of Borrower to the Bank pursuant to this
Note.
EVENTS OF DEFAULT AFTER CONVERSION TO TERM NOTE. Upon and after the
Conversion Date, if any, the following constitute an event of default ("Event
of Default") under this Note: (i) failure by Borrower to make any payment
when due (whether at the stated maturity, by acceleration or otherwise) of
the amounts due under this Note, or any part thereof, or there occurs any
EVENT or condition which after notice, lapse of time or both will permit such
acceleration; (ii) Borrower defaults in the performance of any covenant or
other provision with respect to this Note or any other agreement between
Borrower and the Bank or any Affiliate; (iii) Borrower fails to pay when due
(whether at the stated maturity, by acceleration or otherwise) any
indebtedness for borrowed money owing to any third party or Affiliate or the
occurrence of any event which could result in acceleration of payment of any
such indebtedness or the failure to perform any agreement with any third
party or Affiliate; (iv) the reorganization, merger, consolidation or
dissolution of Borrower (or the making of any agreement therefor); the sale,
assignment, transfer or delivery of all or substantially all of the assets of
Borrower to a third party; or the cessation by ▇▇▇▇▇▇▇▇ as a going business
concern; (v) the death or judicial declaration of incompetency of Borrower,
if an individual; (vi) failure to pay, withhold or collect any tax as
required by law; the service or filing against Borrower or any of its assets
of any lien (other than a lien permitted in writing by the Bank), judgment,
garnishment, order or award; (vii) if Borrower becomes insolvent or is
generally not paying its debts as such debts become due; (viii) the making of
any general assignment by Borrower for the benefit of creditors; the
appointment of a receiver or similar trustee for Borrower or its assets; or
the making of any, or sending notice of any intended, bulk sale; (ix)
Borrower commences, or has commenced against it, any proceeding or request
for relief under any bankruptcy, insolvency or similar laws now or hereafter
in effect in the United States of America or any state or territory thereof
or any foreign jurisdiction or any formal or informal proceeding for the
dissolution or liquidation of, settlement of claims against or winding up of
affairs of Borrower; (x) any representation or warranty made in this Note,
any related document, any agreement between Borrower and the Bank or any
Affiliate or in any financial statement of Borrower proves to have been
misleading in any material respect when made; Borrower omits to state a
material fact necessary to make the statements made in this Note, any related
document, any agreement between Borrower and the Bank or any Affiliate or any
financial statement of Borrower not misleading in light of the circumstances
in which they were made; or, if upon the date of execution of this Note,
there shall have been any materially adverse change in any of the facts
disclosed in any financial statement, representation or warranty that was not
disclosed in writing to the Bank at or prior to the time of execution hereof;
(xi) any pension plan of Borrower fails to comply with applicable law or has
vested unfunded liabilities that, in the opinion of the Bank, might have a
material adverse effect on Borrower's ability to repay its debts; (xii) the
occurrence of any event described in sub-paragraph (i) through and including
(xi) hereof with respect to any Guarantor or any other party liable for, or
whose assets or any interest therein secures, payment of any of the amounts
due under this Note; (xiii) there occurs any change in the management or
ownership of Borrower or any Guarantor which is, in the opinion of the Bank,
materially adverse to its interest and which remains uncorrected for thirty
days after the Bank notifies Borrower of its opinion; (xiv) Borrower fails to
supply new or additional collateral within ten days of request by the Bank;
or (xv) the Bank in good ▇▇▇▇▇ ▇▇▇▇▇ itself insecure with respect to payment
or performance of under this Note. All amounts hereunder shall become
immediately due and payable upon the occurrence of (ix) above, or at the
Bank's option, upon the occurrence of any other Event of Default.
BUSINESS PURPOSE; NO MARGIN STOCK. Borrower certifies (1) that no Loan will
be used to purchase margin stock except with the Bank's express prior written
consent for each such purchase, (2) that this Note evidences a commercial
loan and an extension of credit for a commercial purpose within the meaning
of Md. Code, Commercial Law Art., and (3) that all Loans shall be used for a
business purpose, and not for any personal, family or household purpose.
SPECIAL PROVISIONS - LOANS OF $75,000 OR LESS. If (a) Borrower is not a
corporation and (b) the principal amount of this Note stated above is $75,000
or less, then (i) prior to the Conversion Date, this loan is made under the
Maryland Credit Grantor Revolving Credit Provisions (Md. Code Commercial Law
Art., Subtitle 9), and (ii) upon and after the Conversion Date, this loan is
made under the Maryland Credit Grantor Closed End Credit Provisions (Md. Code
Commercial Law Art., Subtitle 10).
SPECIAL PROVISIONS - RESIDENTIAL LOANS. To the extent this Note has
provisions providing for a default rate of interest or a prepayment premium,
such provisions do not apply if the loan evidenced by this Note is (i) within
the scope of the Section entitled "Special Provisions - Loans of $75,000 or
Less"; (ii) made to an individual or sole proprietor; and (iii) secured by
owner-occupied real property having a dwelling on it designated principally
as a residence with accommodations of not more than four families.
MISCELLANEOUS. This Note, together with any related loan and security
agreements and guaranties, contains the entire agreement between the Bank and
Borrower with respect to the Credit, and supersedes every course of dealing,
other conduct, oral agreement and representation previously made by the Bank.
All rights and remedies of the Bank under applicable law and this Note or
amendment of any provision of this Note are cumulative and not exclusive. No
single, partial or delayed exercise by the Bank of any right or remedy shall
preclude the subsequent exercise by the Bank at any time of any right or
remedy of the Bank without notice. No waiver or amendment of any provision of
this Note shall be effective unless made specifically in writing by the Bank.
No course of dealing or other conduct, no oral agreement or representation
made by the Bank, and no usage of trade, shall operate as a waiver of any
right or remedy of the Bank. No waiver of any right or remedy of the Bank
shall be effective unless made specifically in writing by the Bank. ▇▇▇▇▇▇▇▇
agrees that in any legal proceeding, a copy of this Note kept in the Bank's
course of business may be admitted into evidence as an original. This Note is
a binding obligation enforceable against Borrower and its successors and
assigns and shall inure to the benefit of the Bank and its successors and
assigns. If a court deems any provision of this Note invalid, the remainder
of the Note shall remain in effect. Section headings are for convenience
only. Singular number includes plural and neuter gender includes masculine
and feminine as appropriate.
NOTICES. Any demand or notice hereunder or under any applicable law
pertaining hereto shall be in writing and duly given if delivered to Borrower
(at its address on the Bank's records) or to the Bank (at the address on page
one and separately to the Bank officer responsible for ▇▇▇▇▇▇▇▇'s
relationship with the Bank). Such notice or demand shall be deemed
sufficiently given for all purposes when delivered (i) by personal delivery
and shall be deemed effective when delivered, or (ii) by mail or courier and
shall be deemed effective three (3) business days after deposit in an
official depository maintained by the United States Post Office for the
collection of mail or one (1) business day after delivery to a nationally
recognized overnight courier service (e.g., Federal Express). Notice bye-mail
is not valid notice under this or any other agreement between Borrower and
the Bank.
JOINT AND SEVERAL. If there is more than one Borrower, each of them shall be
jointly and severally liable for all amounts which become due under this Note
and the term "Borrower" shall include each as well as all of them.
GOVERNING LAW; JURISDICTION. This Note has been delivered to and accepted by
the Bank and will be deemed to be made in the State of Maryland. Unless
provided otherwise under federal law, this Note will be interpreted in
accordance with the laws of the State of Maryland excluding its conflict of
laws rules. BORROWER HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE
JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE STATE OF MARYLAND IN A
COUNTY OR JUDICIAL DISTRICT WHERE THE BANK MAINTAINS A BRANCH AND CONSENTS
THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT
BORROWER'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED
THAT NOTHING CONTAINED IN THIS NOTE WILL PREVENT THE BANK FROM BRINGING ANY
ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST
BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF
BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC
JURISDICTION. Borrower acknowledges and agrees that the venue provided above
is the most convenient forum for both the Bank and Borrower. Borrower waives
any objection to venue and any objection based on a more convenient forum in
any action instituted under this Note.
WAIVER OF JURY TRIAL. ▇▇▇▇▇▇▇▇ AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY,
AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY BORROWER AND THE BANK MAY
HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH
THIS NOTE OR THE TRANSACTIONS RELATED HERETO. ▇▇▇▇▇▇▇▇ REPRESENTS AND
WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT THE BANK WILL NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THIS JURY TRIAL WAIVER. ▇▇▇▇▇▇▇▇ ACKNOWLEDGES THAT THE BANK
HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE
PROVISIONS OF THIS SECTION.
POWER TO CONFESS JUDGMENT. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ EMPOWERS ANY ATTORNEY OF ANY COURT
OF RECORD TO APPEAR FOR ▇▇▇▇▇▇▇▇ AND, WITH OR WITHOUT COMPLAINT FILED,
CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST BORROWER IN FAVOR OF THE
BANK OR ANY HOLDER HEREOF FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL
ACCRUED INTEREST AND ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF
SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10%) OF SUCH
PRINCIPAL AND INTEREST OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND
FOR DOING SO THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT
WARRANT. BORROWER HEREBY FOREVER WAIVES AND RELEASES ALL ERRORS IN SAID
PROCEEDINGS AND ALL RIGHTS OF APPEAL AND ALL RELIEF FROM ANY AND ALL
APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER
ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE, NO
SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF
JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH
EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE
POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME
AS OFTEN AS THE BANK SHALL ELECT UNTIL SUCH TIME AS THE BANK SHALL HAVE
RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST AND COSTS. THE PROVISIONS OF
THIS SECTION DO NOT APPLY TO ANY LOAN EVIDENCED BY THIS NOTE THAT IS WITHIN
THE SCOPE OF THE SECTION ENTITLED "SPECIAL PROVISIONS - LOANS OF $75,000 OR
LESS" AND MADE TO AN INDIVIDUAL OR SOLE PROPRIETOR BORROWER.
PREAUTHORIZED TRANSFERS FROM DEPOSIT ACCOUNT. Borrower hereby authorizes the
Bank to disburse each Loan only by deposit to ▇▇▇▇▇▇▇▇'s commercial checking
account number 9835811952. ▇▇▇▇▇▇▇▇ also authorizes the Bank to ▇▇▇▇▇
▇▇▇▇▇▇▇▇'s commercial checking account with the Bank automatically for the
full amount of each fee and interest payment which becomes due under this
Note, upon request for each principal payment purportedly authorized by an
Authorized Person prior to the Conversion Date, if any, and automatically for
each principal payment which becomes due after the Conversion Date, if any.
ACKNOWLEDGMENT. ▇▇▇▇▇▇▇▇ acknowledges that it has read and understands all
the provisions of this Note, including the CONFESSION OF JUDGMENT, GOVERNING
LAW, JURISDICTION and WAIVER OF JURY TRIAL, and has been advised by counsel
as necessary or appropriate.
WITNESS the due execution hereof as a SEALED INSTRUMENT the day and year
first above written.
Tax ID/SS# ▇▇-▇▇▇▇▇▇▇
CHESAPEAKE LOGISTICS LLC
BY: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇ (L.S.)
----------------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇, MEMBER
BY: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ (L.S.)
----------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, MEMBER
ACKNOWLEDGMENT
STATE OF MARYLAND )
:SS.
COUNTY OF PRINCE ▇▇▇▇▇▇▇ )
On the 30 day of NOVEMBER , in the year 2005, before me, the
undersigned, a Notary Public in and for said State, personally appeared
▇▇▇▇▇▇ ▇▇▇▇▇, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within said instrument and acknowledged to me that he/she executed the same
in his/her capacity, and that by his/her signature the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
/S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
-----------------------
Notary Public
ACKNOWLEDGMENT
STATE OF MARYLAND )
:SS.
COUNTY OF PRINCE ▇▇▇▇▇▇▇ )
On the 30 day of NOVEMBER , in the year 2005, before me, the
undersigned, a Notary Public in and for said State, personally appeared ▇▇▇▇▇
▇. ▇▇▇▇▇, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within said
instrument and acknowledged to me that he/she executed the same in his/her
capacity, and that by his/her signature the instrument, the individual, or
the person upon behalf of which the individual acted, executed the
instrument.
/S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
-----------------------
Notary Public