As filed with the Securities and Exchange Commission on April 10, 2014

Registration No. 333-            

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Amendment No. 1 to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

DCT INDUSTRIAL OPERATING PARTNERSHIP LP

(Exact Name of Registrant as specified in its charter)

See Table of Registrant Guarantors for information regarding additional Registrants

 

 

 

Delaware		6798		82-0538522
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

518 17^th Street, Suite 800

Denver, Colorado 80202

(303) 597-2400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Philip L. Hawkins

Chief Executive Officer

518 17^th Street, Suite 800

Denver, Colorado 80202

(303) 597-2400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Ettore A. Santucci, Esq.

Daniel P. Adams, Esq.

Goodwin Procter LLP

Exchange Place

Boston, Massachusetts 02109

 

 

Approximate date of commencement of proposed exchange offer: As soon as practicable after this Registration Statement is declared effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement number for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Registrants and Co-Registrants (other than DCT Industrial Trust Inc.):

 

Large accelerated filer  ¨		Accelerated filer  ¨		Non-accelerated filer  x (Do not check if smaller reporting company)		Smaller reporting company  ¨

DCT Industrial Trust Inc. (a Co-Registrant):

 

Large accelerated filer  x		Accelerated filer  ¨		Non-accelerated filer  ¨ (Do not check if smaller reporting company)		Smaller reporting company  ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to be registered		Amount to be registered		Proposed maximum offering price per unit(1)		Proposed maximum aggregate offering price		Amount of registration fee(4)
4.500% Senior Notes due 2023(2)		$275,000,000		100%		$275,000,000		$35,420
Guarantees of 4.500% Senior Notes due 2023		(3)		(3)		(3)		(3)

 

(1)	Estimated solely for purposes of determining the registration fee pursuant to Section 457(f)(2) under the Securities Act of 1933, as amended (the “Securities Act”).

(2)	The 4.500% Senior Notes due 2023 will be the obligations of DCT Industrial Operating Partnership LP.

(3)

Each of the Co-Registrants listed on the “Table of Co-Registrants” on the following page will guarantee on a full and unconditional basis the obligations of DCT Industrial Operating Partnership LP under the 4.500% Senior Notes due 2023. Pursuant to Rule 457(n) under the Securities Act, no additional registration fee is payable with respect to the note guarantees.

(4)	These fees were previously paid with the original filing of this registration statement.

The Registrants hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

 

 

 

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TABLE OF ADDITIONAL REGISTRANT GUARANTORS

 

Exact Name of Registrant Guarantor as Specified in its Charter(1)		State or Other Jurisdiction of Incorporation or Organization		Primary Standard Industry Classification Code Number		I.R.S. Employer Identification Number
DCT Industrial Trust Inc.		Maryland		6798		82-0538520
DCT MISSION STREET, LLC		Delaware		6798		26-3227968
DCT—AZ 2004 RN PORTFOLIO L LLC		Delaware		6798		20-1644748
DCT—AZ 2004 RN PORTFOLIO U LLC		Delaware		6798		20-1644668
DCT—GA 2004 RN PORTFOLIO L LLC		Delaware		6798		20-1650153
DCT—GA 2004 RN PORTFOLIO U LLC		Delaware		6798		20-1650220
DCT 30TH TERRACE LLC		Delaware		6798		27-4286977
DCT 101 RRNJ LLC		Delaware		6798		27-4633259
DCT 1045 Greens Parkway LLC		Delaware		6798		45-3812365
DCT 11180 RANCH LLC		Delaware		6798		26-3810815
DCT 11400 NW LLC		Delaware		6798		45-5530225
DCT 1201 PERRY LLC		Delaware		6798		26-1114666
DCT 5800 Coliseum LLC		Delaware		6798		46-1425501
DCT 700 Milwaukee LLC		Delaware		6798		46-0833670
DCT 230 JOHNSON ROAD LLC		Delaware		6798		46-2380898
DCT 309 JOHNSON ROAD LLC		Delaware		6798		46-2374500
DCT 4800 Central LLC		Delaware		6798		46-2615632
DCT AIR CENTER LLC		Delaware		6798		27-3835403
DCT AIRPORT DRIVE LLC		Delaware		6798		27-4286921
DCT Airtex LLC		Delaware		6798		45-3931595
DCT Airtex II LLC		Delaware		6798		46-2460413
DCT Alpine Way LLC		Delaware		6798		46-2959146
DCT Antoine Beltway LLC		Delaware		6798		45-2936049
DCT Arthur Avenue LLC		Delaware		6798		45-4060321
DCT BLACKHAWK CENTER LLC		Delaware		6798		20-2727819
DCT BECKLEY LLC		Delaware		6798		27-3360504
DCT BOBALI DRIVE LLC		Delaware		6798		20-5714120
DCT Boldt Park LLC		Delaware		6798		45-4771151
DCT BOLLMAN MD LLC		Delaware		6798		20-5000149
DCT BYRON ROAD LLC		Delaware		6798		45-1602154
DCT Center Avenue LLC		Delaware		6798		45-4696538
DCT CHINO LLC		Delaware		6798		27-4630933
DCT Claymoore LLC		Delaware		6798		45-5202218
DCT CREEK ROAD OH LLC		Delaware		6798		20-4998580
DCT CREEKSIDE I LLC		Delaware		6798		20-4885013
DCT CREEKSIDE II LLC		Delaware		6798		20-4885056
DCT CREEKSIDE IV LLC		Delaware		6798		20-4885377
DCT Della Court LLC		Delaware		6798		46-1512637
DCT DIRECTORS ROW LLC		Delaware		6798		27-5138757
DCT Dulles Phase I LLC		Delaware		6798		45-2972168
DCT Dulles Phase II LLC		Delaware		6798		46-1554989
DCT ECKHOFF STREET LLC		Delaware		6798		27-4134309
DCT FONTANA LLC		Delaware		6798		20-5069220
DCT FRANKLIN ROAD LLC		Delaware		6798		20-4345063
DCT FREEPORT DRIVE LLC		Delaware		6798		80-0726749
DCT Greenleaf LLC		Delaware		6798		45-4413308
DCT GUION ROAD LLC		Delaware		6798		20-3881169
DCT HANOVER LLC		Delaware		6798		20-4025619
DCT HARLAN ROAD LLC		Delaware		6798		20-4694215

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Exact Name of Registrant Guarantor as Specified in its Charter(1)		State or Other Jurisdiction of Incorporation or Organization		Primary Standard Industry Classification Code Number		I.R.S. Employer Identification Number
DCT HIGH STREET LLC		Delaware		6798		20-3636210
DCT—IL S GARY LLC		Delaware		6798		20-1737761
DCT INDEPENDENCE LLC		Delaware		6798		20-8068290
DCT JAMIKE KY LLC		Delaware		6798		20-4998728
DCT KENNEDY LLC		Delaware		6798		27-2140383
DCT La Reunion LLC		Delaware		6798		46-2426806
DCT LOMBARD ROAD LLC		Delaware		6798		45-1454473
DCT Louisville Logistics LLC		Delaware		6798		26-0757964
DCT LUNT AVENUE LLC		Delaware		6798		20-4353218
DCT MALLARD LLC		Delaware		6798		46-5232793
DCT MARKET STREET LLC		Delaware		6798		20-4863350
DCT NEWPOINT LLC		Delaware		6798		75-3152727
DCT NORTHMONT LLC		Delaware		6798		11-3733161
DCT NORTH 45TH AVENUE, LLC		Delaware		6798		45-2440640
DCT Northwest Crossroads LLC		Delaware		6798		46-2904146
DCT NORTHWEST OH LLC		Delaware		6798		75-3152724
DCT OAKLEY LLC		Delaware		6798		26-4082006
DCT Okanella LLC		Delaware		6798		45-3262484
DCT Ota Farms LLC		Delaware		6798		46-1031843
DCT PAINTER LLC		Delaware		6798		46-2282985
DCT PAN AMERICAN LLC		Delaware		6798		45-2734177
DCT PARK WEST LLC		Delaware		6798		20-0456451
DCT PARK WEST II, LLC		Delaware		6798		52-2444439
DCT Pecos LLC		Delaware		6798		45-2843463
DCT PEORIA STREET LLC		Delaware		6798		27-4134371
DCT PERRY ROAD LLC		Delaware		6798		20-4581146
DCT Phoenix LLC		Delaware		6798		45-4077776
DCT Pleasantdale Road LLC		Delaware		6798		45-2683299
DCT PLAINFIELD LLC		Delaware		6798		46-5241162
DCT PORT UNION LLC		Delaware		6798		26-1347519
DCT Presidents Drive LLC		Delaware		6798		45-3116419
DCT PSA Pomona LLC		Delaware		6798		45-4241028
DCT REGENTVIEW AVENUE LLC		Delaware		6798		27-4134497
DCT Renaissance Rialto LLC		Delaware		6798		46-1298886
DCT Renton LLC		Delaware		6798		45-3558529
DCT RICKENBACKER V LLC		Delaware		6798		20-4890291
DCT River West LLC		Delaware		6798		46-1094634
DCT RIVERPORT LLC		Delaware		6798		75-3152731
DCT ROCKAWAY LLC		Delaware		6798		20-3283599
DCT Roosevelt LLC		Delaware		6798		20-4275224
DCT SAMPSON LLC		Delaware		6798		46-2294421
DCT SKYHARBOR LLC		Delaware		6798		20-1812734
DCT Slover II LLC		Delaware		6798		46-0874595
DCT SLOVERLAND LLC		Delaware		6798		45-2737173
DCT SOUTHCREEK-EAGLES LANDING, LLC		Delaware		6798		42-1631519
DCT SOUTHPARK FLEX A LLC		Delaware		6798		20-4890338
DCT SOUTHPARK FLEX F LLC		Delaware		6798		20-4890412
DCT SOUTHPARK XII LLC		Delaware		6798		20-4890928
DCT STONEFIELD LLC		Delaware		6798		26-2397351
DCT SUMNER LLC		Delaware		6798		27-4036071
DCT Sumner II LLC		Delaware		6798		46-1154804

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Exact Name of Registrant Guarantor as Specified in its Charter(1)		State or Other Jurisdiction of Incorporation or Organization		Primary Standard Industry Classification Code Number		I.R.S. Employer Identification Number
DCT SUMMIT RIDGE GA LLC		Delaware		6798		20-5000203
DCT SYCAMORE CANYON LLC		Delaware		6798		20-4618346
DCT Valley Distribution Center LLC		Delaware		6798		46-1607883
DCT WHITE BIRCH LLC		Delaware		6798		45-5539022
DCT White Oak Circle LLC		Delaware		6798		46-1429578
DCT WHITESTOWN LLC		Delaware		6798		26-1330982
DCT WOLF ROAD LLC		Delaware		6798		27-3941109
DCT ZANE TRACE LLC		Delaware		6798		20-4263106
CIVF I—CA1M04, LLC,		Delaware		6798		20-0561640
CIVF I—CA1M01 & CA1W01, LLC		Delaware		6798		77-0602409
CIVF I—CA1M05, LLC		Delaware		6798		20-1095196
CIVF I—GA1M04 & GA1M05, LLC		Delaware		6798		45-4126330
CIVF I—GA1M01, LLC		Delaware		6798		06-1705717
CIVF I—GA1W01, LLC		Delaware		6798		06-1706345
CIVF I – GA1W02-GA1W07, LLC		Delaware		6798		45-0522373
CIVF I—GA1W13, GA1W12, & GA1W11, LLC		Delaware		6798		45-4129028
CIVF I—GA1W24, LLC		Delaware		6798		45-4129224
CIVF I—GA1W14, LLC		Delaware		6798		20-1782076
CIVF I—IL1B01 & IL1M01, LLC		Delaware		6798		45-4129512
CIVF I—IL1W02, LLC		Delaware		6798		45-4147892
CIVF I-KY1M01-KY1M06 & KY1W01, LLC		Delaware		6798		43-2036843
CIVF I—NJ1B02, LLC		Delaware		6798		45-4148967
CIVF I—NJ1W01, LLC		Delaware		6798		45-4149082
CIVF I—OH1B01, LLC		Delaware		6798		45-4282913
CIVF I—OH1B02, LLC		Delaware		6798		20-2434943
CIVF I—OH2B01 & OH2M01, LLC		Delaware		6798		77-0607131
CIVF I—TX1M01, L.P.		Delaware		6798		45-4150100
CIVF I—TX1W02, L.P.		Delaware		6798		45-4150817
CIVF I—WA1M05 & M06, LLC		Delaware		6798		45-4151412
CIVF I—WA1M07, LLC		Delaware		6798		20-5398511
DCT—CA 2004 RN PORTFOLIO L LP		Delaware		6798		20-1650094
DCT—EASTPARK II LP		Delaware		6798		20-2295196
DCT—TX 2004 RN PORTFOLIO L LP		Delaware		6798		20-1653551
DCT AMERICAN WAY LP		Delaware		6798		26-0621397
DCT BELTWAY 8 II LP		Delaware		6798		20-2993383
DCT BOGGY CREEK FL LP		Delaware		6798		20-4996556
DCT BONDESEN NORTH LP		Delaware		6798		26-0188586
DCT BONDESEN—BELTWAY 8—RITTIMAN LP		Delaware		6798		37-1490540
DCT CENTRAL GREEN LP		Delaware		6798		20-3340749
DCT CHERRY STREET CA LP		Delaware		6798		20-4996683
DCT CHICKASAW H LP		Delaware		6798		20-0072562
DCT CHICKASAW A LP		Delaware		6798		42-1594365
DCT FAIRBANKS LP		Delaware		6798		20-4262951
DCT FITE COURT LP		Delaware		6798		20-8098039
DCT FOOTHILL LP		Delaware		6798		20-1864698
DCT GRAND RIVER LP		Delaware		6798		11-3733167
DCT MIAMI SERVICE LP		Delaware		6798		20-2421514
DCT NW PLACE TX LP		Delaware		6798		26-0188675
DCT RANCHO I LP		Delaware		6798		20-0312615
DCT ROCKDALE LP		Delaware		6798		20-4028848
DCT VALLEY DRIVE CA LP		Delaware		6798		20-4996775

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Exact Name of Registrant Guarantor as Specified in its Charter(1)		State or Other Jurisdiction of Incorporation or Organization		Primary Standard Industry Classification Code Number		I.R.S. Employer Identification Number
DCT WEST BY NORTHWEST LP		Delaware		6798		46-5258294
DCT EASTGATE LP		Delaware		6798		20-0829171
DCT 1615 DIPLOMAT LP		Delaware		6798		20-2619189
VETERANS CORPORATE CENTER LLC		Delaware		6798		20-3636331
LOGISTICS WAY DCT/LWI LLC		Delaware		6798		20-5280988
SOUTHCREEK IV—ATLANTA LLC		Delaware		6798		20-2847342
DCT HOLMESCREST LANE LP		Delaware		6798		45-4175416
ADC NORTH-DCT/SIP, LLC		Delaware		6798		26-2712773
DCT DFW LP		Delaware		6798		20-0456580
DCT PINNACLE LP		Delaware		6798		45-3354382
DCT GSW GATEWAY 3 LP		Delaware		6798		20-4004255
CIVF I—TX1B01 & B02, M02-M05, W04, W07-W10, L.P.		Delaware		6798		45-4149869
DCT Orlando ADC LP		Delaware		6798		20-5782721
Run Deep, L.L.C.		Maryland		6798		45-4182266
Delta-Greenwood, LLC		Delaware		6798		45-4218040
Delta-Junction Drive, LLC		Delaware		6798		45-4217961
Riverside Investors, L.L.C.		Delaware		6798		45-4175626
Western Avenue Associates, L.L.C.		Maryland		6798		45-4183276
ROUTE ONE HUNDRED LIMITED PARTNERSHIP		Maryland		6798		45-4175677
DCT Greens Crossing LP		Delaware		6798		20-2768501
DCT Mid South Logistics V LP		Delaware		6798		52-2444433
DCT Fredericksburg LLC		Delaware		6798		20-2993058
FR Franklin, LLC		Delaware		6798		20-0253755
DCT McCook Industrial LLC		Delaware		6798		20-3612468
DCT Snowdrift PA LLC		Delaware		6798		20-2280468
DCT Northlake LP		Delaware		6798		46-1668912
DCT Marine Drive SC LLC		Delaware		6798		20-4998673
DCT Silver Springs LLC		Delaware		6798		20-4735402
DCT Southfield LLC		Delaware		6798		20-5632641
TRT-DCT Commerce Circle LLC		Delaware		6798		20-8862908
TRT-DCT Pencader LLC		Delaware		6798		45-4306102
TRT-DCT Veterans Corporate Center LLC		Delaware		6798		20-8862974
DCT Bethlehem Crossing LLC		Delaware		6798		46-3011918
DCT LAKE PARK DRIVE LLC		Delaware		6798		20-4822873
DCT TANNER BELTWAY 8 LLC		Delaware		6798		46-1521329
DCT 12250 4th Street LLC		Delaware		6798		46-3731534
DCT 16218 ARTHUR LLC		Delaware		6798		46-4156526
DCT 200-220 CORPORATE DRIVE LLC		Delaware		6798		46-3760403
DCT 300-330 CORPORATE DRIVE LLC		Delaware		6798		46-3772585
DCT 305-325 CORPORATE DRIVE LLC		Delaware		6798		46-3786248
DCT 350-370 RIVER RIDGE ROAD LLC		Delaware		6798		46-3794223
DCT 4200 DIPLOMACY LLC		Delaware		6798		46-4299949
DCT AEROPARK LLC		Delaware		6798		46-3512486
DCT BATTLE DRIVE LLC		Delaware		6798		46-3706654
DCT EISENHOWER LLC		Delaware		6798		46-4320839
DCT NW 159 MIAMI GARDENS LLC		Delaware		6798		46-3851842
DCT MORSE AVENUE LLC		Delaware		6798		46-3697139
DCT SEAVIEW LLC		Delaware		6798		46-4308651
DCT – EASTPARK I LP		Delaware		6798		20-2295294

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Exact Name of Registrant Guarantor as Specified in its Charter(1)		State or Other Jurisdiction of Incorporation or Organization		Primary Standard Industry Classification Code Number		I.R.S. Employer Identification Number
DCT—SHELBY 5 LP		Delaware		6798		68-0601664
DCT 195 CORPORATE DRIVE LLC		Delaware		6798		46-3740348
DCT 1575-1595 HIGH POINT DRIVE LLC		Delaware		6798		46-3751560
DCT Auburn 44 LLC		Delaware		6798		46-2506942
DCT East Park 5 LLC		Delaware		6798		46-3094131
DCT Jurupa Ranch LLC		Delaware		6798		46-3328631
DCT South Hardy LLC		Delaware		6798		46-3370183
DCT South Roosevelt LLC		Delaware		6798		46-3391670
DCT Statesman LLC		Delaware		6798		46-3366546
DCT West Alameda LLC		Delaware		6798		46-3379905
DCT Industrial TRS Inc.		Delaware		6798		20-0404394

 

(1)	The address and phone number of each Registrant Guarantor is as follows:

c/o DCT Industrial Trust Inc.

518 17^th Street, Suite 800

Denver, Colorado 80202

(303) 597-2400

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EXPLANATORY NOTE

This Amendment No. 1 to the Registration Statement on Form S-4 is being filed for the sole purpose of filing additional exhibits to the registration statement. No other changes have been made to the registration statement. Accordingly, this amendment consists only of the facing page, this explanatory note and Part II of the registration statement.

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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. Indemnification of Directors and Officers.

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (i) actual receipt of an improper benefit or profit in money, property or services or (ii) active and deliberate dishonesty established by a final judgment and which is material to the cause of action. Our charter contains such a provision that eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law.

Our charter also authorizes our company, to the maximum extent permitted by Maryland law, to obligate our company to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to any present or former director or officer or any individual who, while a director or officer of our company and at the request of our company, serves or has served as a director, officer, partner or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise, from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her service in any such capacity.

Our bylaws obligate us, to the maximum extent permitted by Maryland law, to indemnify any present or former director or officer or any individual who, while a director or officer of our company and at the request of our company, serves or has served, as a director, officer, partner or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise, and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in any such capacity, and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. Our charter and our bylaws also permit our company to indemnify and advance expenses to any individual who served a predecessor of our company in any of the capacities described above and any employee or agent of our company or a predecessor of our company.

Maryland law requires a corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or are threatened to be made, a party by reason of their service in those or other capacities unless it is established that (i) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (ii) the director or officer actually received an improper personal benefit in money, property or services or (iii) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that a personal benefit was improperly received, unless in either case a court orders indemnification, and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (i) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (ii) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

We entered into indemnification agreements with each of our executive officers and directors providing for indemnification and advancement of expenses to the fullest extent permitted by applicable law. We also maintain liability insurance for our officers and directors.

 

II-1

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ITEM 21. Exhibits and Financial Statement Schedules

EXHIBIT INDEX

 

Exhibit Number		Description
2.1		Contribution Agreement by and among Dividend Capital Trust Inc., Dividend Capital Operating Partnership LP and Dividend Capital Advisors Group LLC, dated as of July 21, 2006 (incorporated by reference to Exhibit 2.1 to Form 8-K filed on July 27, 2006)
3.1		DCT Industrial Trust Inc. Third Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to Form 8-K filed on December 19, 2006)
3.2		DCT Industrial Trust Inc. Articles of Amendment (incorporated by reference to Exhibit 3.1 to Form 8-K filed on November 5, 2012)
3.3		DCT Industrial Trust Inc. Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Form 8-K filed on December 19, 2006)
3.4		First Amendment to DCT Industrial Trust Inc. Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to Form 8-K filed on February 9, 2011)
3.5		Second Amendment to DCT Industrial Trust Inc. Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to Form 8-K filed on October 27, 2011)
3.6		Third Amendment to Bylaws (incorporated by reference to Exhibit 3.1 to Form 8-K filed on May 1, 2013)
*3.7		Certificate of Formation of DCT MISSION STREET, LLC
*3.8		Certificate of Formation of DCT – AZ 2004 RN PORTFOLIO L LLC
*3.9		Certificate of Formation of DCT – AZ 2004 RN PORTFOLIO U LLC
*3.10		Certificate of Formation of DCT – GA 2004 RN PORTFOLIO L LLC
*3.11		Certificate of Formation of DCT – GA 2004 RN PORTFOLIO U LLC
*3.12		Certificate of Formation of DCT 30TH TERRACE LLC
*3.13		Certificate of Formation of DCT 101 RRNJ LLC
*3.14		Certificate of Formation of DCT 1045 Greens Parkway LLC
*3.15		Certificate of Formation of DCT 11180 RANCH LLC
*3.16		Certificate of Formation of DCT 11400 NW LLC
*3.17		Certificate of Formation of DCT 1201 PERRY LLC
*3.18		Certificate of Formation of DCT 5800 Coliseum LLC
*3.19		Certificate of Formation of DCT 700 Milwaukee LLC
*3.20		Certificate of Formation of DCT 230 JOHNSON ROAD LLC
*3.21		Certificate of Formation of DCT 309 JOHNSON ROAD LLC
*3.22		Certificate of Formation of DCT 4800 Central LLC
*3.23		Certificate of Formation of DCT AIR CENTER LLC
*3.24		Certificate of Formation of DCT AIRPORT DRIVE LLC

 

II-2

---

Exhibit Number		Description
*3.25		Certificate of Formation of DCT Airtex LLC
*3.26		Certificate of Formation of DCT Airtex II LLC
*3.27		Certificate of Formation of DCT Alpine Way LLC
*3.28		Certificate of Formation of DCT Antoine Beltway LLC
*3.29		Certificate of Formation of DCT Arthur Avenue LLC
*3.30		Certificate of Formation of DCT BLACKHAWK CENTER LLC
*3.31		Certificate of Formation of DCT BECKLEY LLC
*3.32		Certificate of Formation of DCT BOBALI DRIVE LLC
*3.33		Certificate of Formation of DCT Boldt Park LLC
*3.34		Certificate of Formation of DCT BOLLMAN MD LLC
*3.35		Certificate of Formation of DCT BYRON ROAD LLC
*3.36		Certificate of Formation of DCT Center Avenue LLC
*3.37		Certificate of Formation of DCT CHINO LLC
*3.38		Certificate of Formation of DCT Claymoore LLC
*3.39		Certificate of Formation of DCT CREEK ROAD OH LLC
*3.40		Certificate of Formation of DCT CREEKSIDE I LLC
*3.41		Certificate of Formation of DCT CREEKSIDE II LLC
*3.42		Certificate of Formation of DCT CREEKSIDE IV LLC
*3.43		Certificate of Formation of DCT Della Court LLC
*3.44		Certificate of Formation of DCT DIRECTORS ROW LLC
*3.45		Certificate of Formation of DCT Dulles Phase I LLC
*3.46		Certificate of Formation of DCT Dulles Phase II LLC
*3.47		Certificate of Formation of DCT ECKHOFF STREET LLC
*3.48		Certificate of Formation of DCT FONTANA LLC
*3.49		Certificate of Formation of DCT FRANKLIN ROAD LLC
*3.50		Certificate of Formation of DCT FREEPORT DRIVE LLC
*3.51		Certificate of Formation of DCT Greenleaf LLC
*3.52		Certificate of Formation of DCT GUION ROAD LLC
*3.53		Certificate of Formation of DCT HANOVER LLC
*3.54		Certificate of Formation of DCT HARLAN ROAD LLC
*3.55		Certificate of Formation of DCT HIGH STREET LLC
*3.56		Certificate of Formation of DCT—IL S GARY LLC
*3.57		Certificate of Formation of DCT INDEPENDENCE LLC
*3.58		Certificate of Formation of DCT JAMIKE KY LLC

 

II-3

---

Exhibit Number		Description
*3.59		Certificate of Formation of DCT KENNEDY LLC
*3.60		Certificate of Formation of DCT La Reunion LLC
*3.61		Certificate of Formation of DCT LOMBARD ROAD LLC
*3.62		Certificate of Formation of DCT Louisville Logistics LLC
*3.63		Certificate of Formation of DCT LUNT AVENUE LLC
*3.64		Certificate of Formation of DCT MALLARD LLC
*3.65		Certificate of Formation of DCT MARKET STREET LLC
*3.66		Certificate of Formation of DCT NEWPOINT LLC
*3.67		Certificate of Formation of DCT NORTHMONT LLC
*3.68		Certificate of Formation of DCT NORTH 45TH AVENUE, LLC
*3.69		Certificate of Formation of DCT Northwest Crossroads LLC
*3.70		Certificate of Formation of DCT NORTHWEST OH LLC
*3.71		Certificate of Formation of DCT OAKLEY LLC
*3.72		Certificate of Formation of DCT Okanella LLC
*3.73		Certificate of Formation of DCT Ota Farms LLC
*3.74		Certificate of Formation of DCT PAINTER LLC
*3.75		Certificate of Formation of DCT PAN AMERICAN LLC
*3.76		Certificate of Formation of DCT PARK WEST LLC
*3.77		Certificate of Formation of DCT PARK WEST II, LLC
*3.78		Certificate of Formation of DCT Pecos LLC
*3.79		Certificate of Formation of DCT PEORIA STREET LLC
*3.80		Certificate of Formation of DCT PERRY ROAD LLC
*3.81		Certificate of Formation of DCT Phoenix LLC
*3.82		Certificate of Formation of DCT Pleasantdale Road LLC
*3.83		Certificate of Formation of DCT PLAINFIELD LLC
*3.84		Certificate of Formation of DCT PORT UNION LLC
*3.85		Certificate of Formation of DCT Presidents Drive LLC
*3.86		Certificate of Formation of DCT PSA Pomona LLC
*3.87		Certificate of Formation of DCT REGENTVIEW AVENUE LLC
*3.88		Certificate of Formation of DCT Renaissance Rialto LLC
*3.89		Certificate of Formation of DCT Renton LLC
*3.90		Certificate of Formation of DCT RICKENBACKER V LLC
*3.91		Certificate of Formation of DCT River West LLC
*3.92		Certificate of Formation of DCT RIVERPORT LLC

 

II-4

---

Exhibit Number		Description
*3.93		Certificate of Formation of DCT ROCKAWAY LLC
*3.94		Certificate of Formation of DCT Roosevelt LLC
*3.95		Certificate of Formation of DCT SAMPSON LLC
*3.96		Certificate of Formation of DCT SKYHARBOR LLC
*3.97		Certificate of Formation of DCT Slover II LLC
*3.98		Certificate of Formation of DCT SLOVERLAND LLC
*3.99		Certificate of Formation of DCT SOUTHCREEK-EAGLES LANDING, LLC
*3.100		Certificate of Formation of DCT SOUTHPARK FLEX A LLC
*3.101		Certificate of Formation of DCT SOUTHPARK FLEX F LLC
*3.102		Certificate of Formation of DCT SOUTHPARK XII LLC
*3.103		Certificate of Formation of DCT STONEFIELD LLC
*3.104		Certificate of Formation of DCT SUMNER LLC
*3.105		Certificate of Formation of DCT Sumner II LLC
*3.106		Certificate of Formation of DCT SUMMIT RIDGE GA LLC
*3.107		Certificate of Formation of DCT SYCAMORE CANYON LLC
*3.108		Certificate of Formation of DCT Valley Distribution Center LLC
*3.109		Certificate of Formation of DCT WHITE BIRCH LLC
*3.110		Certificate of Formation of DCT White Oak Circle LLC
*3.111		Certificate of Formation of DCT WHITESTOWN LLC
*3.112		Certificate of Formation of DCT WOLF ROAD LLC
*3.113		Certificate of Formation of DCT ZANE TRACE LLC
*3.114		Certificate of Formation of CIVF I—CA1M04, LLC
*3.115		Certificate of Formation of CIVF I—CA1M01 & CA1W01, LLC
*3.116		Certificate of Formation of CIVF I—CA1M05, LLC
*3.117		Certificate of Formation of CIVF I—GA1M04 & GA1M05, LLC
*3.118		Certificate of Formation of CIVF I—GA1M01, LLC
*3.119		Certificate of Formation of CIVF I—GA1W01, LLC
*3.120		Certificate of Formation of CIVF I—GA1W02-GA1W07, LLC
*3.121		Certificate of Formation of CIVF I—GA1W13, GA1W12, & GA1W11, LLC
*3.122		Certificate of Formation of CIVF I—GA1W24, LLC
*3.123		Certificate of Formation of CIVF I—GA1W14, LLC, as amended
*3.124		Certificate of Formation of CIVF I—IL1B01 & IL1M01, LLC
*3.125		Certificate of Formation of CIVF I—IL1W02, LLC, as amended
*3.126		Certificate of Formation of CIVF I-KY1M01-KY1M06 & KY1W01, LLC, as amended

 

II-5

---

Exhibit Number		Description
*3.127		Certificate of Formation of CIVF I—NJ1B02, LLC
*3.128		Certificate of Formation of CIVF I—NJ1W01, LLC
*3.129		Certificate of Formation of CIVF I—OH1B01, LLC
*3.130		Certificate of Formation of CIVF I—OH1B02, LLC
*3.131		Certificate of Formation of CIVF I—OH2B01 & OH2M01, LLC
*3.132		Certificate of Limited Partnership of CIVF I—TX1M01, L.P.
*3.133		Certificate of Limited Partnership of CIVF I—TX1W02, L.P., as amended
*3.134		Certificate of Formation of CIVF I—WA1M05 & M06, LLC
*3.135		Certificate of Formation of CIVF I—WA1M07, LLC
*3.136		Certificate of Limited Partnership of DCT—CA 2004 RN PORTFOLIO L LP
*3.137		Certificate of Limited Partnership of DCT—EASTPARK II LP
*3.138		Certificate of Limited Partnership of DCT—TX 2004 RN PORTFOLIO L LP
*3.139		Certificate of Limited Partnership of DCT AMERICAN WAY LP, as amended
*3.140		Certificate of Limited Partnership of DCT BELTWAY 8 II LP
*3.141		Certificate of Limited Partnership of DCT BOGGY CREEK FL LP
*3.142		Certificate of Limited Partnership of DCT BONDESEN NORTH LP
*3.143		Certificate of Limited Partnership of DCT BONDESEN—BELTWAY 8—RITTIMAN LP
*3.144		Certificate of Limited Partnership of DCT CENTRAL GREEN LP
*3.145		Certificate of Limited Partnership of DCT CHERRY STREET CA LP
*3.146		Certificate of Limited Partnership of DCT CHICKASAW H LP
*3.147		Certificate of Limited Partnership of DCT CHICKASAW A LP, as amended
*3.148		Certificate of Limited Partnership of DCT FAIRBANKS LP
*3.149		Certificate of Limited Partnership of DCT FITE COURT LP
*3.150		Certificate of Limited Partnership of DCT FOOTHILL LP
*3.151		Certificate of Limited Partnership of DCT GRAND RIVER LP
*3.152		Certificate of Limited Partnership of DCT MIAMI SERVICE LP
*3.153		Certificate of Limited Partnership of DCT NW PLACE TX LP
*3.154		Certificate of Limited Partnership of DCT RANCHO I LP
*3.155		Certificate of Limited Partnership of DCT ROCKDALE LP
*3.156		Certificate of Limited Partnership of DCT VALLEY DRIVE CA LP
*3.157		Certificate of Limited Partnership of DCT WEST BY NORTHWEST LP
*3.158		Certificate of Limited Partnership of DCT EASTGATE LP
*3.159		Certificate of Limited Partnership of DCT 1615 DIPLOMAT LP
*3.160		Certificate of Formation of VETERANS CORPORATE CENTER LLC

 

II-6

---

Exhibit Number		Description
*3.161		Certificate of Formation of LOGISTICS WAY DCT/LWI LLC
*3.162		Certificate of Formation of SOUTHCREEK IV—ATLANTA LLC
*3.163		Certificate of Limited Partnership of DCT HOLMESCREST LANE LP, as amended
*3.164		Certificate of Formation of ADC NORTH-DCT/SIP, LLC
*3.165		Certificate of Limited Partnership of DCT DFW LP
*3.166		Certificate of Limited Partnership of DCT PINNACLE LP
*3.167		Certificate of Limited Partnership of DCT GSW GATEWAY 3 LP
*3.168		Certificate of Limited Partnership of CIVF I—TX1B01 & B02, M02-M05, W04, W07-W10, L.P.
*3.169		Certificate of Limited Partnership of DCT Orlando ADC LP
*3.170		Amended and Restated Articles of Organization of Run Deep, L.L.C.
*3.171		Amended and Restated Certificate of Formation of Delta-Greenwood, LLC
*3.172		Amended and Restated Certificate of Formation of Delta-Junction Drive, LLC
*3.173		Amended and Restated Articles of Organization of Riverside Investors, L.L.C.
*3.174		Amended and Restated Articles of Organization of Western Avenue Associates, L.L.C.
*3.175		Certificate of Limited Partnership of ROUTE ONE HUNDRED LIMITED PARTNERSHIP
*3.176		Certificate of Limited Partnership of DCT Greens Crossing LP
*3.177		Certificate of Limited Partnership of DCT Mid South Logistics V LP
*3.178		Certificate of Formation of DCT Fredericksburg LLC
*3.179		Certificate of Formation of FR Franklin, LLC
*3.180		Certificate of Formation of DCT McCook Industrial LLC
*3.181		Certificate of Formation of DCT Snowdrift PA LLC
*3.182		Certificate of Limited Partnership of DCT Northlake LP
*3.183		Certificate of Formation of DCT Marine Drive SC LLC
*3.184		Certificate of Formation of DCT Silver Springs LLC
*3.185		Certificate of Formation of DCT Southfield LLC
*3.186		Certificate of Formation of TRT-DCT Commerce Circle LLC
*3.187		Certificate of Formation of TRT-DCT Pencader LLC
*3.188		Certificate of Formation of TRT-DCT Veterans Corporate Center LLC
*3.189		Certificate of Formation of DCT Bethlehem Crossing LLC
*3.190		Certificate of Formation of DCT LAKE PARK DRIVE LLC
*3.191		Certificate of Formation of DCT TANNER BELTWAY 8 LLC
*3.192		Certificate of Formation of DCT 12250 4th Street LLC
*3.193		Certificate of Formation of DCT 16218 ARTHUR LLC
*3.194		Certificate of Formation of DCT 200-220 CORPORATE DRIVE LLC

 

II-7

---

Exhibit Number		Description
*3.195		Certificate of Formation of DCT 300-330 CORPORATE DRIVE LLC
*3.196		Certificate of Formation of DCT 305-325 CORPORATE DRIVE LLC
*3.197		Certificate of Formation of DCT 350-370 RIVER RIDGE ROAD LLC
*3.198		Certificate of Formation of DCT 4200 DIPLOMACY LLC
*3.199		Certificate of Formation of DCT AEROPARK LLC
*3.200		Certificate of Formation of DCT BATTLE DRIVE LLC
*3.201		Certificate of Formation of DCT EISENHOWER LLC
*3.202		Certificate of Formation of DCT NW 159 MIAMI GARDENS LLC
*3.203		Certificate of Formation of DCT MORSE AVENUE LLC
*3.204		Certificate of Formation of DCT SEAVIEW LLC
*3.205		Certificate of Limited Partnership of DCT—EASTPARK I LP
*3.206		Certificate of Limited Partnership of DCT—SHELBY 5 LP
*3.207		Certificate of Formation of DCT 195 CORPORATE DRIVE LLC
*3.208		Certificate of Formation of DCT 1575-1595 HIGH POINT DRIVE LLC
*3.209		Certificate of Formation of DCT Auburn 44 LLC
*3.210		Certificate of Formation of DCT East Park 5 LLC
*3.211		Certificate of Formation of DCT Jurupa Ranch LLC
*3.212		Certificate of Formation of DCT South Hardy LLC
*3.213		Certificate of Formation of DCT South Roosevelt LLC
*3.214		Certificate of Formation of DCT Statesman LLC
*3.215		Certificate of Formation of DCT West Alameda LLC
*3.216		Certificate of Incorporation of DCT Industrial TRS Inc., as amended
+3.217		Limited Liability Company Agreement of DCT MISSION STREET, LLC
+3.218		Limited Liability Company Agreement of DCT—AZ 2004 RN PORTFOLIO L LLC
+3.219		Limited Liability Company Agreement of DCT—AZ 2004 RN PORTFOLIO U LLC
+3.220		Limited Liability Company Agreement of DCT—GA 2004 RN PORTFOLIO L LLC
+3.221		Limited Liability Company Agreement of DCT—GA 2004 RN PORTFOLIO U LLC
+3.222		Limited Liability Company Agreement of DCT 30TH TERRACE LLC
+3.223		Limited Liability Company Agreement of DCT 101 RRNJ LLC
+3.224		Limited Liability Company Agreement of DCT 1045 Greens Parkway LLC
+3.225		Limited Liability Company Agreement of DCT 11180 RANCH LLC
+3.226		Limited Liability Company Agreement of DCT 11400 NW LLC
+3.227		Limited Liability Company Agreement of DCT 1201 PERRY LLC
+3.228		Limited Liability Company Agreement of DCT 5800 Coliseum LLC

 

II-8

---

Exhibit Number		Description
+3.229		Limited Liability Company Agreement of DCT 700 Milwaukee LLC
+3.230		Limited Liability Company Agreement of DCT 230 JOHNSON ROAD LLC
+3.231		Limited Liability Company Agreement of DCT 309 JOHNSON ROAD LLC
+3.232		Limited Liability Company Agreement of DCT 4800 Central LLC
+3.233		Limited Liability Company Agreement of DCT AIR CENTER LLC
+3.234		Limited Liability Company Agreement of DCT AIRPORT DRIVE LLC
+3.235		Limited Liability Company Agreement of DCT Airtex LLC
+3.236		Limited Liability Company Agreement of DCT Airtex II LLC
+3.237		Limited Liability Company Agreement of DCT Alpine Way LLC
+3.238		Limited Liability Company Agreement of DCT Antoine Beltway LLC
+3.239		Limited Liability Company Agreement of DCT Arthur Avenue LLC
+3.240		Limited Liability Company Agreement of DCT BLACKHAWK CENTER LLC
+3.241		Limited Liability Company Agreement of DCT BECKLEY LLC
+3.242		Limited Liability Company Agreement of DCT BOBALI DRIVE LLC
+3.243		Limited Liability Company Agreement of DCT Boldt Park LLC
+3.244		Limited Liability Company Agreement of DCT BOLLMAN MD LLC
+3.245		Limited Liability Company Agreement of DCT BYRON ROAD LLC
+3.246		Limited Liability Company Agreement of DCT Center Avenue LLC
+3.247		Limited Liability Company Agreement of DCT CHINO LLC
+3.248		Limited Liability Company Agreement of DCT Claymoore LLC
+3.249		Limited Liability Company Agreement of DCT CREEK ROAD OH LLC
+3.250		Limited Liability Company Agreement of DCT CREEKSIDE I LLC
+3.251		Limited Liability Company Agreement of DCT CREEKSIDE II LLC
+3.252		Limited Liability Company Agreement of DCT CREEKSIDE IV LLC
+3.253		Limited Liability Company Agreement of DCT Della Court LLC
+3.254		Limited Liability Company Agreement of DCT DIRECTORS ROW LLC
+3.255		Limited Liability Company Agreement of DCT Dulles Phase I LLC
+3.256		Limited Liability Company Agreement of DCT Dulles Phase II LLC
+3.257		Limited Liability Company Agreement of DCT ECKHOFF STREET LLC
+3.258		Limited Liability Company Agreement of DCT FONTANA LLC
+3.259		Limited Liability Company Agreement of DCT FRANKLIN ROAD LLC
+3.260		Limited Liability Company Agreement of DCT FREEPORT DRIVE LLC
+3.261		Limited Liability Company Agreement of DCT Greenleaf LLC
+3.262		Limited Liability Company Agreement of DCT GUION ROAD LLC

 

II-9

---

Exhibit Number		Description
+3.263		Limited Liability Company Agreement of DCT HANOVER LLC
+3.264		Limited Liability Company Agreement of DCT HARLAN ROAD LLC
+3.265		Limited Liability Company Agreement of DCT HIGH STREET LLC
+3.266		Limited Liability Company Agreement of DCT—IL S GARY LLC
+3.267		Limited Liability Company Agreement of DCT INDEPENDENCE LLC
+3.268		Limited Liability Company Agreement of DCT JAMIKE KY LLC
+3.269		Limited Liability Company Agreement of DCT KENNEDY LLC
+3.270		Limited Liability Company Agreement of DCT La Reunion LLC
+3.271		Limited Liability Company Agreement of DCT LOMBARD ROAD LLC
+3.272		Limited Liability Company Agreement of DCT Louisville Logistics LLC
+3.273		Limited Liability Company Agreement of DCT LUNT AVENUE LLC
+3.274		Limited Liability Company Agreement of DCT MALLARD LLC
+3.275		Limited Liability Company Agreement of DCT MARKET STREET LLC
+3.276		Limited Liability Company Agreement of DCT NEWPOINT LLC
+3.277		Limited Liability Company Agreement of DCT NORTHMONT LLC
+3.278		Limited Liability Company Agreement of DCT NORTH 45TH AVENUE, LLC
+3.279		Limited Liability Company Agreement of DCT Northwest Crossroads LLC
+3.280		Limited Liability Company Agreement of DCT NORTHWEST OH LLC
+3.281		Limited Liability Company Agreement of DCT OAKLEY LLC
+3.282		Limited Liability Company Agreement of DCT Okanella LLC
+3.283		Limited Liability Company Agreement of DCT Ota Farms LLC
+3.284		Limited Liability Company Agreement of DCT PAINTER LLC
+3.285		Limited Liability Company Agreement of DCT PAN AMERICAN LLC
+3.286		Limited Liability Company Agreement of DCT PARK WEST LLC
+3.287		Limited Liability Company Agreement of DCT PARK WEST II, LLC
+3.288		Limited Liability Company Agreement of DCT Pecos LLC
+3.289		Limited Liability Company Agreement of DCT PEORIA STREET LLC
+3.290		Limited Liability Company Agreement of DCT PERRY ROAD LLC
+3.291		Limited Liability Company Agreement of DCT Phoenix LLC
+3.292		Limited Liability Company Agreement of DCT Pleasantdale Road LLC
+3.293		Limited Liability Company Agreement of DCT PLAINFIELD LLC
+3.294		Limited Liability Company Agreement of DCT PORT UNION LLC
+3.295		Limited Liability Company Agreement of DCT Presidents Drive LLC
+3.296		Limited Liability Company Agreement of DCT PSA Pomona LLC

 

II-10

---

Exhibit Number		Description
+3.297		Limited Liability Company Agreement of DCT REGENTVIEW AVENUE LLC
+3.298		Limited Liability Company Agreement of DCT Renaissance Rialto LLC
+3.299		Limited Liability Company Agreement of DCT Renton LLC
+3.300		Limited Liability Company Agreement of DCT RICKENBACKER V LLC
+3.301		Limited Liability Company Agreement of DCT River West LLC
+3.302		Limited Liability Company Agreement of DCT RIVERPORT LLC
+3.303		Limited Liability Company Agreement of DCT ROCKAWAY LLC
+3.304		Limited Liability Company Agreement of DCT Roosevelt LLC
+3.305		Limited Liability Company Agreement of DCT SAMPSON LLC
+3.306		Limited Liability Company Agreement of DCT SKYHARBOR LLC
+3.307		Limited Liability Company Agreement of DCT Slover II LLC
+3.308		Limited Liability Company Agreement of DCT SLOVERLAND LLC
+3.309		Limited Liability Company Agreement of DCT SOUTHCREEK-EAGLES LANDING, LLC
+3.310		Limited Liability Company Agreement of DCT SOUTHPARK FLEX A LLC
+3.311		Limited Liability Company Agreement of DCT SOUTHPARK FLEX F LLC
+3.312		Limited Liability Company Agreement of DCT SOUTHPARK XII LLC
+3.313		Limited Liability Company Agreement of DCT STONEFIELD LLC
+3.314		Limited Liability Company Agreement of DCT SUMNER LLC
+3.315		Limited Liability Company Agreement of DCT Sumner II LLC
+3.316		Limited Liability Company Agreement of DCT SUMMIT RIDGE GA LLC
+3.317		Limited Liability Company Agreement of DCT SYCAMORE CANYON LLC
+3.318		Limited Liability Company Agreement of DCT Valley Distribution Center LLC
+3.319		Limited Liability Company Agreement of DCT WHITE BIRCH LLC
+3.320		Limited Liability Company Agreement of DCT White Oak Circle LLC
+3.321		Limited Liability Company Agreement of DCT WHITESTOWN LLC
+3.322		Limited Liability Company Agreement of DCT WOLF ROAD LLC
+3.323		Limited Liability Company Agreement of DCT ZANE TRACE LLC
+3.324		Limited Liability Company Agreement of CIVF I—CA1M04, LLC
+3.325		Limited Liability Company Agreement of CIVF I—CA1M01 & CA1W01, LLC
+3.326		Limited Liability Company Agreement of CIVF I—CA1M05, LLC
+3.327		Limited Liability Company Agreement of CIVF I—GA1M04 & GA1M05, LLC
+3.328		Limited Liability Company Agreement of CIVF I—GA1M01, LLC
+3.329		Limited Liability Company Agreement of CIVF I—GA1W01, LLC
+3.330		Limited Liability Company Agreement of CIVF I—GA1W02-GA1W07, LLC

 

II-11

---

Exhibit Number		Description
+3.331		Limited Liability Company Agreement of CIVF I—GA1W13, GA1W12, & GA1W11, LLC
+3.332		Limited Liability Company Agreement of CIVF I—GA1W24, LLC
+3.333		Limited Liability Company Agreement of CIVF I—GA1W14, LLC
+3.334		Limited Liability Company Agreement of CIVF I—IL1B01 & IL1M01, LLC
+3.335		Limited Liability Company Agreement of CIVF I—IL1W02, LLC
+3.336		Limited Liability Company Agreement of CIVF I-KY1M01-KY1M06 & KY1W01, LLC, as amended
+3.337		Limited Liability Company Agreement of CIVF I—NJ1B02, LLC
+3.338		Limited Liability Company Agreement of CIVF I—NJ1W01, LLC
+3.339		Limited Liability Company Agreement of CIVF I—OH1B01, LLC
+3.340		Limited Liability Company Agreement of CIVF I—OH1B02, LLC
+3.341		Limited Liability Company Agreement of CIVF I—OH2B01 & OH2M01, LLC
+3.342		Limited Partnership Agreement for CIVF I—TX1M01, L.P.
+3.343		Limited Partnership Agreement for CIVF I—TX1W02, L.P.
+3.344		Limited Liability Company Agreement of CIVF I—WA1M05 & M06, LLC
+3.345		Limited Liability Company Agreement of CIVF I—WA1M07, LLC
+3.346		Agreement of Limited Partnership of DCT—CA 2004 RN PORTFOLIO L LP
+3.347		Agreement of Limited Partnership of DCT—EASTPARK II LP
+3.348		Agreement of Limited Partnership of DCT—TX 2004 RN PORTFOLIO L LP
+3.349		Agreement of Limited Partnership of DCT AMERICAN WAY LP
+3.350		Agreement of Limited Partnership of DCT BELTWAY 8 II LP
+3.351		Agreement of Limited Partnership of DCT BOGGY CREEK FL LP
+3.352		Agreement of Limited Partnership of DCT BONDESEN NORTH LP
+3.353		Agreement of Limited Partnership of DCT BONDESEN—BELTWAY 8—RITTIMAN LP
+3.354		Agreement of Limited Partnership of DCT CENTRAL GREEN LP
+3.355		Agreement of Limited Partnership of DCT CHERRY STREET CA LP
+3.356		Agreement of Limited Partnership of DCT CHICKASAW H LP
+3.357		Agreement of Limited Partnership of DCT CHICKASAW A LP
+3.358		Agreement of Limited Partnership of DCT FAIRBANKS LP
+3.359		Agreement of Limited Partnership of DCT FITE COURT LP
+3.360		Agreement of Limited Partnership of DCT FOOTHILL LP
+3.361		Agreement of Limited Partnership of DCT GRAND RIVER LP
+3.362		Agreement of Limited Partnership of DCT MIAMI SERVICE LP
+3.363		Agreement of Limited Partnership of DCT NW PLACE TX LP
+3.364		Agreement of Limited Partnership of DCT RANCHO I LP

 

II-12

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Exhibit Number		Description
+3.365		Agreement of Limited Partnership of DCT ROCKDALE LP
+3.366		Agreement of Limited Partnership of DCT VALLEY DRIVE CA LP
+3.367		Agreement of Limited Partnership of DCT WEST BY NORTHWEST LP
+3.368		Agreement of Limited Partnership of DCT EASTGATE LP
+3.369		Agreement of Limited Partnership of DCT 1615 DIPLOMAT LP
+3.370		Limited Liability Company Agreement of VETERANS CORPORATE CENTER LLC
+3.371		Limited Liability Company Agreement of LOGISTICS WAY DCT/LWI LLC
+3.372		Limited Liability Company Agreement of SOUTHCREEK IV—ATLANTA LLC
+3.373		Agreement of Limited Partnership of DCT HOLMESCREST LANE LP
+3.374		Limited Liability Company Agreement of ADC NORTH-DCT/SIP, LLC
+3.375		Agreement of Limited Partnership of DCT DFW LP
+3.376		Agreement of Limited Partnership of DCT PINNACLE LP
+3.377		Agreement of Limited Partnership of DCT GSW GATEWAY 3 LP
+3.378		Limited Partnership Agreement for CIVF I—TX1B01 & B02, M02-M05, W04, W07-W10, L.P.
+3.379		Agreement of Limited Partnership of DCT Orlando ADC LP
+3.380		Amended and Restated Operating Agreement of Run Deep, L.L.C.
+3.381		Amended and Restated Operating Agreement of Delta-Greenwood, LLC
+3.382		Amended and Restated Operating Agreement of Delta-Junction Drive, LLC
+3.383		Amended and Restated Operating Agreement of Riverside Investors, L.L.C.
+3.384		Amended and Restated Operating Agreement of Western Avenue Associates, L.L.C.
+3.385		Amended and Restated Agreement of Limited Partnership of ROUTE ONE HUNDRED LIMITED PARTNERSHIP
+3.386		Amended and Restated Agreement of Limited Partnership DCT Greens Crossing LP
+3.387		Agreement of Limited Partnership of DCT Mid South Logistics V LP
+3.388		Limited Liability Company Agreement of DCT Fredericksburg LLC
+3.389		Amended and Restated Limited Liability Company Agreement FR Franklin, LLC
+3.390		Limited Liability Company Agreement of DCT McCook Industrial LLC
+3.391		Limited Liability Company Agreement of DCT Snowdrift PA LLC
+3.392		Agreement of Limited Partnership of DCT Northlake LP
+3.393		Amended and Restated Operating Agreement of DCT Marine Drive SC LLC
+3.394		Amended and Restated Operating Agreement of DCT Silver Springs LLC
+3.395		Amended and Restated Operating Agreement of DCT Southfield LLC
+3.396		Operating Agreement of TRT-DCT Commerce Circle LLC
+3.397		Amended and Restated Operating Agreement of TRT-DCT Pencader LLC
+3.398		Operating Agreement of TRT-DCT Veterans Corporate Center LLC

 

II-13

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Exhibit Number		Description
+3.399		Limited Liability Company Agreement of DCT Bethlehem Crossing LLC
+3.400		Limited Liability Company Agreement of DCT LAKE PARK DRIVE LLC
+3.401		Limited Liability Company Agreement of DCT TANNER BELTWAY 8 LLC
+3.402		Limited Liability Company Agreement of DCT 12250 4th Street LLC
+3.403		Limited Liability Company Agreement of DCT 16218 ARTHUR LLC
+3.404		Limited Liability Company Agreement of DCT 200-220 CORPORATE DRIVE LLC
+3.405		Limited Liability Company Agreement of DCT 300-330 CORPORATE DRIVE LLC
+3.406		Limited Liability Company Agreement of DCT 305-325 CORPORATE DRIVE LLC
+3.407		Limited Liability Company Agreement of DCT 350-370 RIVER RIDGE ROAD LLC
+3.408		Limited Liability Company Agreement of DCT 4200 DIPLOMACY LLC
+3.409		Limited Liability Company Agreement of DCT AEROPARK LLC
+3.410		Limited Liability Company Agreement of DCT BATTLE DRIVE LLC
+3.411		Limited Liability Company Agreement of DCT EISENHOWER LLC
+3.412		Limited Liability Company Agreement of DCT NW 159 MIAMI GARDENS LLC
+3.413		Limited Liability Company Agreement of DCT MORSE AVENUE LLC
+3.414		Limited Liability Company Agreement of DCT SEAVIEW LLC
+3.415		Agreement of Limited Partnership of DCT—EASTPARK I LP
+3.416		Agreement of Limited Partnership of DCT—SHELBY 5 LP
+3.417		Limited Liability Company Agreement of DCT 195 CORPORATE DRIVE LLC
+3.418		Limited Liability Company Agreement of DCT 1575-1595 HIGH POINT DRIVE LLC
+3.419		Limited Liability Company Agreement of DCT Auburn 44 LLC
+3.420		Limited Liability Company Agreement of DCT East Park 5 LLC
+3.421		Limited Liability Company Agreement of DCT Jurupa Ranch LLC
+3.422		Limited Liability Company Agreement of DCT South Hardy LLC
+3.423		Limited Liability Company Agreement of DCT South Roosevelt LLC
+3.424		Limited Liability Company Agreement of DCT Statesman LLC
+3.425		Limited Liability Company Agreement of DCT West Alameda LLC
+3.426		By-laws of DCT Industrial TRS Inc.
4.1		Indenture, dated as of October 9, 2013, among DCT Industrial Trust Inc., DCT Industrial Operating Partnership LP, the Subsidiary Guarantors and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed on October 15, 2013)
4.2		Form of 4.500% Senior Notes due 2023 (incorporated by reference to Exhibit 4.2 to Form 8-K filed on October 15, 2013)

 

II-14

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Exhibit Number		Description
4.3		Registration Rights Agreement, dated as of October 9, 2013, among DCT Industrial Trust Inc., DCT Operation Partnership LP, the Subsidiary Guarantors, and J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several initial purchasers (incorporated by reference to Exhibit 4.3 to Form 8-K filed on October 15, 2013)
*5.1		Opinion of Goodwin Procter LLP as to the legality of the securities being registered
10.1		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May 9, 2007)
10.2		Amended and Restated Limited Partnership Agreement of DCT Industrial Operating Partnership LP, dated October 10, 2006 (incorporated by reference to Exhibit 10.5 to Form 8-K filed on October 13, 2006)
10.3		Third Amendment to the Amended and Restated Limited Partnership Agreement of DCT Industrial Operating Partnership LP, dated May 3, 2007 (incorporated by reference to Exhibit 99.2 to Form S-3ASR Registration Statement, Commission File No. 333-145253)
10.4		Fourth Amendment to the Amended and Restated Limited Partnership Agreement of DCT Industrial Operating Partnership LP, dated December 1, 2008 (incorporated by reference to Exhibit 10.4 to Form 10-K filed on March 2, 2009)
10.5		Fifth Amendment to the Amended and Restated Limited Partnership Agreement of DCT Industrial Operating Partnership LP, dated May 6, 2010 (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on August 5, 2010)
10.6		Second Amended and Restated DCT Industrial Trust Inc. 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to Form S-8 filed on May 10, 2010)
10.7		DCT Industrial Trust Inc. 2006 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to Form 8-K filed on October 13, 2006)
10.8		Amended and Restated Credit and Term Loan Agreement, dated as of February 20, 2013, among DCT Industrial Operating Partnership LP and the lenders identified therein and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank, National Association and PNC Bank, National Association, as Syndication Agents, Citibank, N.A., JPMorgan Chase Bank, N.A., Regions Bank and U.S. Bank National Association, as Documentation Agents and Capital One, N.A. and Union Bank, N.A., as Managing Agents. (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May 3, 2013)
10.9		Employment Agreement, dated as of October 9, 2012, between DCT Industrial Trust Inc. and Philip L. Hawkins (incorporated by reference to Exhibit 10.1 to Form 8-K filed on October 10, 2012)
10.10		Employment Agreement, dated as of October 9, 2012, by and between the Company and Matthew T. Murphy (incorporated by reference to Exhibit 10.2 to Form 8-K filed on October 10, 2012)
10.11		Employment Agreement, dated as of October 9, 2012, between DCT Industrial Trust Inc. and Michael J. Ruen (incorporated by reference to Exhibit 10.3 to Form 8-K filed on October 10, 2012)
10.12		Employment Agreement, dated as of December 4, 2012, by and between DCT Industrial Trust Inc. and Jeff Phelan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 5, 2012)
10.13		Employment Agreement, dated as of January 30, 2012, by and between DCT Industrial Trust Inc. and Neil P. Doyle (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May 3, 2012)

 

II-15

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Exhibit Number		Description
10.14		First Amendment to Employment Agreement, dated as of March 8, 2012, by and between DCT Industrial Trust Inc. and Neil P. Doyle (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on May 3, 2012)
10.15		Change of Control Agreement, dated as of October 9, 2009, between DCT Industrial Trust Inc. and Teresa Corral (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on August 5, 2011)
10.16		First Amendment to Change in Control Agreement, dated as of October 9, 2012, by and between the Company and Teresa L. Corral (incorporated by reference to Exhibit 10.4 to Form 8-K filed on October 10, 2012)
10.17		Change of Control Agreement, dated as of May 9, 2011, between DCT Industrial Trust Inc. and John G. Spiegleman (incorporated by reference to Exhibit 10.3 to Form 10-Q filed on August 5, 2011)
10.18		Letter Agreement, dated as of May 9, 2011, between DCT Industrial Trust Inc. and John G. Spiegleman (incorporated by reference to Exhibit 10.4 to Form 10-Q filed on August 5, 2011)
10.19		First Amendment to Change in Control Agreement, dated as of October 9, 2012, by and between the Company and John G. Spiegleman (incorporated by reference to Exhibit 10.20 to Form 10-K filed on February 21, 2013)
10.20		Change of Control Agreement, dated as of June 20, 2011, between DCT Industrial Trust Inc. and Charla Rios (incorporated by reference to Exhibit 10.5 to Form 10-Q filed on August 5, 2011)
10.21		Letter Agreement, dated as of June 20, 2011, between DCT Industrial Trust Inc. and Charla Rios (incorporated by reference to Exhibit 10.6 to Form 10-Q filed on August 5, 2011)
10.22		First Amendment to Change in Control Agreement, dated as of October 9, 2012, by and between the Company and Charla Rios (incorporated by reference to Exhibit 10.23 to Form 10-K filed on February 21, 2013)
10.23		DCT Industrial Trust Inc. Multi-Year Outperformance Program (incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 12, 2010)
*12.1		Statement re: computation of ratio of earnings to fixed charges
*21.1		Subsidiaries of DCT Industrial Operating Partnership LP
*23.1		Consent of Ernst & Young
*23.2		Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto)
*24.1		Power of Attorney
*25.1		Statement of Eligibility on Form T-1
*99.1		Form of Letter of Transmittal
*99.2		Form of Notice
*99.3		Form of Letter to Brokers
*99.4		Form of Letter to Clients
+		Filed herewith
*		Filed previously

 

(b)	Financial Statements and Financial Statement Schedules

See Index to Financial Statements on page F-1

 

II-16

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ITEM 22. Undertakings.

 

(a)	The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and

 

II-17

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(iv) Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(d) The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(e) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants’ annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

II-18

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES             Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS             Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY             Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL             Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
/S/    JOHN G. SPIEGLEMAN       John G. Spiegleman		Director, Executive Vice President, General Counsel and Secretary		April 10, 2014

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
*   Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

 

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10 , 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

 

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10 , 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

 

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

 

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

 

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
/S/    JOHN G. SPIEGLEMAN       John G. Spiegleman		Director, Executive Vice President, General Counsel and Secretary		April 10, 2014

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer, Treasurer and Director (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
/S/    JOHN G. SPIEGLEMAN       John G. Spiegleman		Director, Executive Vice President, General Counsel and Secretary		April 10, 2014

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer, Treasurer and Director (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
/S/    JOHN G. SPIEGLEMAN       John G. Spiegleman		Director, Executive Vice President, General Counsel and Secretary		April 10, 2014

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer, Treasurer and Director (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
/S/    JOHN G. SPIEGLEMAN       John G. Spiegleman		Director, Executive Vice President, General Counsel and Secretary		April 10, 2014

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer, Treasurer and Director (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
/S/    JOHN G. SPIEGLEMAN       John G. Spiegleman		Director, Executive Vice President, General Counsel and Secretary		April 10, 2014

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
/S/    JOHN G. SPIEGLEMAN       John G. Spiegleman		Director, Executive Vice President, General Counsel and Secretary		April 10, 2014

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

 

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

 

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10 , 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

 

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
/S/    JOHN G. SPIEGLEMAN       John G. Spiegleman		Director, Executive Vice President, General Counsel and Secretary		April 10, 2014

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
/S/    JOHN G. SPIEGLEMAN       John G. Spiegleman		Director, Executive Vice President, General Counsel and Secretary		April 10, 2014

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    THOMAS G. WATTLES       Thomas G. Wattles		Executive Chairman and Director		April 10, 2014
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer and Treasurer (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
* Marilyn A. Alexander		Director		April 10, 2014
* Thomas F. August		Director		April 10, 2014
* John S. Gates, Jr.		Director		April 10, 2014
* Raymond B. Greer		Director		April 10, 2014
* Tripp H. Hardin		Director		April 10, 2014
* John C. O’Keeffe		Director		April 10, 2014
* Bruce L. Warwick		Director		April 10, 2014

 

*By:		/S/    MATTHEW T. MURPHY
		Matthew T. Murphy, Attorney in Fact

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer, Treasurer and Director (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
/S/    JOHN G. SPIEGLEMAN       John G. Spiegleman		Director, Executive Vice President, General Counsel and Secretary		April 10, 2014

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 10, 2014.

 

---

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    PHILIP L. HAWKINS       Philip L. Hawkins		Chief Executive Officer (Principal Executive Officer)		April 10, 2014
/S/    MATTHEW T. MURPHY       Matthew T. Murphy		Chief Financial Officer, Treasurer and Director (Principal Financial Officer)		April 10, 2014
/S/    MARK SKOMAL       Mark Skomal		Chief Accounting Officer (Principal Accounting Officer)		April 10, 2014
/S/    JOHN G. SPIEGLEMAN       John G. Spiegleman		Director, Executive Vice President, General Counsel and Secretary		April 10, 2014