New York State Department Of HealthDivision of Legal Affairs

Memorandum

TO: Lisa ThomsonDivision Of Health Facility Planning

Colleen Frost, Executive SecretaryPublic Health Council

FROM: Diana Yang, SeniorAttorneyBureau of House Counsel

DATE: November 15, 2011

SUBJECT: Proposed Certificate of Amendment of the Certificate of Incorporation ofComprehensive Care Management Diagnostic and Treatment Center, Inc.

This is to request that the above matter be included on the agendas for the nextEstablishment and Project Review Committee and Public Health and Health PlanningCouncil meetings.

The attachments relating to this matter include the following:

1. Memorandum to the Public Health Council from James E. Dering,General Counsel;

2. Photocopy of the proposed Certificate of Amendment of the Certificateof Incorporation;

3. Photocopy original and previous amendments to the Certificate ofIncorporation.

4. A letter, dated September 29, 2011, from Stephanie Marcantonio, anattorney representing Comprehensive Care Management Diagnosticand Treatment Center, Inc., that provides additional information aboutthe corporation.

Attachments

cc: C. JolicoeurJ. RothmanB. DelCogliano

New York State Department Of HealthDivision of Legal Affairs

Memorandum

TO: Public Health Council

FROM: James E, Dering, General Counsel (7

DATE: November 15, 2011

SUBJECT: Proposed Certificate of Amendment of the Certificate of Incorporation ofComprehensive Care Management Diagnostic and Treatment Center, Inc.

Attached is the proposed Certificate of Amendment of the Certificate ofIncorporation of Comprehensive Care Management Diagnostic and Treatment Center,Inc. This not-for-profit corporation seeks approval to change its name to “CenterLightHealthcare Diagnostic and Treatment Center.” The corporation is currently licensed tooperate several Article 28 diagnostic and treatment centers located in Queens, Kings,Bronx and Suffolk Counties. Public Health Council approval for a change of corporatename is required by Not-for-Profit Corporation Law § 804 (a) and 10 NYCRR § 600.11(a) (1).

Also attached is a letter, dated September 29, 2011, from StephanieMarcantonio, an attorney representing Comprehensive Care Management Diagnosticand Treatment Center, Inc. As explained in that letter, the name change is inconnection with a rebranding within the corporate membership structure,

The proposed Certificate of Amendment is in legally acceptable form.

Attachments

CERTIFICATE OF AMENDMENT

‘l’O THE

CERTIFICATE()F INCORPORATION

OF

COMPREHENSIVE CARE MANAGEMENT

I)IACNOSTIC ANI) TREATMENT CENTER. INC.

UNDER SECTION 803 OF THE NOT-FOR-PROFIT CORPORATION LAW

‘he undersigned, being the President and Chief Executive OlTicer ofComprehensive Care Management Diagnostic and ‘l’reatment Center, Inc., does hereby certihhat:

I. The name of the corporation is Comprehensive Care Management Diagnosticand Treatment Center, Inc. (the “Corporation”). [he name under which it was formed was BethAbraham Diagnostic and Treatment Center, Inc.

2. The Certificate of Incorporation of the Corporation was tiled by theDepartment of State on May 7, 1990. The law under which the Corporation was formed was theNew York Not-Ibr-Profit Corporation Law.

3. Lie Corporation is a corporation as defined in subparagraph (a)(5) of Section102 of the Not-Ihr-Profit Corporation Law and isa Type B corporation as defined in Section 20of that law.

4. The Certificate of Incorporation is amended to change the corporate name.Article I of the Certificate of’ Incorporation is amended to read:

‘fhe name of the Corporation is CenterLight I Iealthcare Diagnostic and

Treatment Center (hereinafter called the “Corporation’).”

5. ‘[he above amendment to the Certificate of Incorporation was authorized by aotc of the sole member of the Corporation at a duly convened and held meeting in accordancewith Section 02 of the Not—for—Profit Corporation l,a’a

6. The Corporation designates the Secretary of State of the State of New York asits a2ent upon whom process against it may he served. The post office address to which theSccretars of State shall mail a cop> ofany process ser cd upon him or her as fbllows:

612 Allerion AvenueBronx, New York 10467

IN WITNESS WHERE(43 I have signed this Certificate of Amendment to theCertificate of Incorporation this 2n day of September. 2011, and I affirm that the statementscontained herein are true under penalt es of perjury. /

MichI FasslerPresident and Chief Executive ()flicer

STATE OF NEW YORK

DEPARTMENT OF STATE

I hereby certify that the annexed copy has been compared with theoriginal document in the custody of the Secretary of State and that the sameis a trtie copy of said original.

WITNESS my hand and offieia seal ofthe Department of State, at the City ofAlbany, on July 12,201 L

c-QDaniel E. ShapiroFirst Deputy Secretaty of State

I{ev 06/07

* -

____ _____-

:;CERIfjcAWO--444GQRPoRfl1QN _-_

— OF

BE’Pt ABRAHAN DIAGN0S;IC AND TREAT?4ENT CENTER, INC-.-

- ----

- - -

0 Under Section -402 of thefl Not-For-Profit Corporation Law

E Lth.State Q-f New YQsJt

The undersigned, being a natural person of at least

eighteen years of age, for tpe purpose of forming-a corporation

pursuant to the Not—For—Profit COQ5?ation Ltiof the State:f’

New York, hereby ce-rtfliea as follows:

•

The name of the Corporation is Beth Abrahm Diagnotic

and Treatment Center, Inc. (hereinafter called the

“Corporation”).

The -Corporation i-s a corporation as defined in

subparagraph (a)(5) of Section 102, and is a Type B corporãti.on

as defined iii Section 201, of the Not—For-EcaLiL&2r$pratiqn-

- tLaw of the State-of New York.

-

. ART1CLE1IL

The purjosés far which the Corporation is organized -

-

are to operate exc’lusively for cn8ntaflb, educa’tional, and

scientific purposes within the meaning of Sectloa5Ol(c)(3) ef

Ihe Inifernal Revenue Code: -and-wi-thin--such limits: - --

1- - -- -‘

- - --

-

--

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— —--- ——-—----—-.—— a

——— --_n._orgEjÜ11,

dinostic and treatment center in accordance witI applicable

law, such purposes to intlude, but not be limited to,

(i) providing services for the cliagnosis, treatment, and

pre(’entjve care oh individuals enijie in the Beth Abrflam

chronic car’e manaa_ement, home health care, or adult dy care

progrars; and-(ii) providing physician services tothe ge-rreni

comunityJ

(b) To do any other act or thing incibental to or

connected with the foregoing purposes or in advancement thereof

ard not prohibited by law or inconsistent with the other -

provisions of this Certificate of Incorporation.

Cc) In accordance with the above, to have and-

exercise all powers available to corporations organized

pursuant to the Not—for_profit Corporation Law of the State o&-

New York. -

Nothing herein contained shall authorize te

Corporati’n, directly or indirectli, to engage in cr include

among its purposes any of the a’ctivities set forth in -

( subsections (b) through.(n), subsections (p) through Cs), or9.

subsectiç fuk of Section 404 of the Not-For—profit Corporation

Law of the State of New York. -

-. In all events and under all circãmstañcéi,- and -

notwi thstanding merger, consolidation, reorganization,

.-..,

.. ..<.. ...•..

.

-. n... -:• a.. e -.__

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termination, -dtnoiirtton or wiflding up bf this Corporation.,

voluntary or involuntary or by operationof law:

(a) The Corporation shall neither have nor exercise

any pttTOr or authority, either expressly, by interpretation or

by operation of law, nor dlrect1 nor indirectly engage in any

activity, that would prevent it from qualifying (and continuing

to qualify) as an organiza ía en-ti..n-4Ol(e)-(3)-

0 thefnternarRevenjje Code.

(b) No part of the assets or net earnirzgsbf the

Cuiporation shall inure to the benefit of or be distributable,

as compensation or otherwise, to its incorporators, directors-,

officers or other private persons having a persorrator private —

interest in the Corporation, except that €he Corporation shall

be authorized and empowered npayseasonable compensation for

services actually rendered, to make reinbursemeyit irtêreasonable

amounts for expenses actual1y incurred, and to make payments or

disribufnons in reasonable amounts1 whether pursuant to

contractual arranqejnentsor ofherwise, in furtherance of the

purpOses set forth in ARTICLE III hereof. The foregoing

provision shai4it—be qpnstrued td require the Corporation to

pay compenption to or to riburse zncocporators, directors,

officers or other riVâte éiiWns having a interest in the

Corporation. -

-

- . — -3. — -

— — -

-

-

___________________________

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(c) No sut,st’antzal part of the activitie or Ehe

-

— Corporation shalLcoñsjgt of the cartying/dn of prpagTfida, or

- of otherwise attempting, to influence legislation, unless

-I

Section. 501(h) of the Internal Revenue Code shall apply to the

Corporation, inwhich case the Corporation shall not normally--4

make lobbying or- grass roots expenditures in ezcO5S of the

amounts therein specified, The Corporation shall not

participate in. orintervene in (including the puôlIsht’ng or

distributing of statements), any politittal campa{Qn on behalf

of any candidate for public office; nor shill it engage in any

prohibitédran’sactioñ as defined in Section 503(b) of the

Internal Revenue Code.-

(d) 11èlther the whole, nor any part or portLon, of

the assets or net earnings of the Cor,poration shall be used,

noT shall the Corpotation ever be operated, for ob)pcts or

purposes other than those set forthin ARTICLE III hereof.

Ce) (1) The Corporation shall distribute such

amounts for each taxable year at such time.and instchTnanner

as not to subject it to tax On uñdistributed income under

Section 4942 of the Internal Revenue Code-’

• (2) The Corporation shall not engage--in any act

of self-dealing which ta subject to tax under Section 4941 of

,the1ntar-aa 1-Revenue Code.*

.

(3) The Corporation shall not retain any exeesa

business holdings which are subject to tax undar.. Section 4943

of the Internal Revenue Code.S

(4) The Corporation shall not make, any

investments inosuch manner as lo sub;sct 3.-t to tax under

Section 4044 of the Internal Revenue Code. -

- -

— —,— —— ,-—-,_--—-——_- —

,_.

-

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Upon any dissolution of the Corporation, all of its

assets and prop4ttyof every nature and description remaining

after the payment of all liabilitiepe&cid-obflcationsof the

Corporation (but noLincluding assttihel by the Corporation

• upon condition requiring return, transferor conveyance, which

_sondition occurs by reason of the dissolution) shall be paid

--

over and transferred subiect to an order of a Juatice of €he

Supreme Court of the State of New York. to one or more

organizations which engage in activities sut$tantially similar

to those of the Corporation, and which are then qualified for

exemption from federal income taxes as organizations descdbjâ

in Section 501(c)(3)of the Internal Revenue Code—

r

ARTICLEj(j

- All references contained in this Certificate of

( Incorporation to the Internal Revenue Code shail be, deemed to

refer to the Internal Revenue’Code of 1986,-as amended, and to

any corresponding provisions ot any subseuent federal tax laws.

• ARTIcI.1E VII

The Corporation is hereby authorized by—tluttonof----.—

. I

the Board of Directors of the Corporation to accept subventions‘1

- .

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a £c4.itLt2L ,A4k

(3)The Corporation shall not make any taxable

expenditures which are subject to tax under Section 4945 of the

Internal Revenue eode,

-:

--

..__________._____

_; 4—

-

from members.az—ncnrmemters on terms- and conditions not-

inconsistent with the Not-For—Profit-Corporation Law of the

State af_Iiew—e-rk--&n4-tr-isnuWWffjffiEi$ therefor: Sucha

subventions shall consist of money or other property, t-añgible

or imtangible, actually received by the Corporation or expended

for its benefit or for its formation or reorganization, or a

combination thereof, and shall be evidenced by the issuance of

4 subvention certjficates in accordance with theprovistonsof

-Section 505 of the Nat—ForJprofit Corpottttarrtaw, .---x- -

ARTICLE VIII

The office of the Corporation IS to be located in the

U_k, County of Bronx, State of New York. . -

ARTICLE IX

The names and addresses of the persons constituting

the initial Board of-Directors of the Corporation until the

first annual meeting or until theii succèsèors are elected and

qualified are:-

NAME ADDRESS-

Edwin H. Stern, IlL 20 Broad Street

Nework,

New York 10005 -

William A. Riesenfeld 136 East 56th Street

—

- New York, Ne york 10022

John A. Wiener 745 FifthAvenue- -

- 1ew YoEk, New York 10-151

4.

- - -

•___-, — _z=____2..r_.

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tictEp-

The Secretary of State is hereby designated the agent

of the Corporation upon whom process againt the Corporation

may be served. The post office address to which the Secretary

of State shall mail a copy of any process against the

-Corporat lom served upon-- htm-.w agent of—the Cor.po-tation is-i-- -.--

612 Allerton AvenueBronx, New York 10467

IN WITNE WHERtOF, the undersi-qne&inCOfOtOXhSe

made, subscribed and Stknowledged this Certificate this day

of $‘-- J4-1L 1987. ‘ - /

LC —--C —-

(Itçatmre)

John A. Wiener N.‘745 Fifth Lvenue \ -—-- -,

New York, New York ‘1.Ql5l/

____________

- IN WIThESS WHEREOF, this Certificate has been subscribed...

this a’-i day of

_____

1990, by the undersiqned who aftirms that the

,.crcin -are true under the pa1tsofparj}1ry

“ a. -e.-- -

____

-- John A. Wiener

- . Fifth AvenueNew York, NewYork 19151-.

.

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fl.aU.--’- s.# A..r.A— ‘fl —I

S a

ifrE??ERTSHAP!fltQtjrniersjgneo, a Justice of the

Supreme Courtbf the Stet,c di New’ThTk in the tweLfth Judicial

District, in which the office of Beth Abraham Diagnostic and

Treatment Center, Inc. is to be located, do hereby approve the

fcreoing Certificate of Incorporation of Both AbrahamInc.

Diagnostic and Treatment CenterAand consent thaLtu1tsame be

Lil.

DATED: 3 79S0, _

Justice, $jr%k CourtTwelfth JhdiciWl District

HERBERT SHAPJRGThe undersigned has no objection to the granting of jud-icial

approval hereon and waives statutory notice.

rCrkMILO OF JUDICIAL

StATUTG1 NOTI€E.

-—‘fifff4ET APPMMS% ATTOR$fl GFN.

z

___

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- TltJ#AJ1D------&Qo&4Itt AttQ8Y

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flflflCATE OF APPROVAL

Supreme Court, Bronx CountyPart

New York, New York

t:1r,E1- VSN1

ttorn tafjf

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orYork,,/ 7I 2,,121U

,$sslstant $tto;ne/General

DAT:- / fl, l9__

.r- L,.t.o_eK

___________________

bengduiàrn, depose and state that I am- Bcfl. 9b-’°-’’- 0 iniy’..aStk S

-tbetc?erar of rrcte Caa. thecorporation

namtdUraM dtw?ThdTn itWfot4iiiflffiflwa3a-flfl haverad at faegoing certificate and khev.- the contents thereofto be true except as to thc%auers thekin jwe4 o be aflqed upon rniocmetion ant1 tclief and as to those matters belie’ e

— therntobecrue. - -

-

-•

. XcatrSworntobeioremcthis ‘g -

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day of .t<t-at-.j

______

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as— —

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(If znemddene .4 the twa of the U.k.d Sea er D4eeflndC aas. _vSiydalenl..aan Sdt.than1ed,

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STATE’0F. 4,j

- cOUNTY O?_. yr 155.:

VER-IFICA

-- •.-•-.———•--- —--

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Mr. Len McNallyAsosiatt Director of Planningkpth Abrakas flljnastic and

LZT Z EEE-r .C.ntüEZ*L.r .-ZZ -

- 612 &Jlertookv#nue.,..--Bronx,NY 1046? —

V

- C&tfflatjijjrpration of Seth Abrahase IHagnostic and TreatmentCenter, Inc. -

Dearffir. McNally: ---_-_

-—- -- -

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*FTft iNOttfRfljkI TflEfliGATJOWgfl4-tfrpccaLi1..,,Jtn,0ntaken —Hat a meeting of the Public Health Council held on the 27th day of June, 1986, ‘

t hereby certify that the Public Health Council .consents to the-filirgoT theCertificate 3f .tftCOrpin.tipnof Beth Abraham Diagnostic and Treatment Center,In€ , datad August 4, 1987 —

- -

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---Exutive Secretary -

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SThff-oriayo*I_ OEPAfifl$r OF HEALTH

TOWER AtMWJNGNY. 12231

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Pu6[lc_lliA[THCouNr

-- -November 2. 1989 --

- -i-

a

CERTIFICATE Of’ INcORPORA’tION -

BETH ABRAHAM_nI&GNOSTIC AND TREMNT qENTERL

INC.

---

---

Filed by:

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S-

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Fa-

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OF

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Mark A. Stjrlinqjogan & Hartson

- Columbia Square -

---5S3-Thi-rteenth Street, N.W.Washington. D.C. -

0.jct -

e-

- .L. -—L

— -:

ST/i TE OF NEW YORK

DEPARTMENT OF SL’l TE

I hereby certify that the annexed copy has been compared with theoriginal document in the custody of the Secretary of State and that the sameis a true copy of said original.

WllNFSS my hand and official seal ofthe Department of Staie, at the (‘ity ofAlbany. on July 12. 2011

Daniel F. ShapiroFirst Deputy Secretary of StateS• e S

Rev. 06/07

______

• -CFR-TIflCATE-PPAMEND*tWitOF - - —

CERTIFICATE OF INCORPORAflON OFBETH ABRAHAM DIAGNOSTIC AND TREA1fLNT (XNTLM, INC. c.e.

Under Section 803 of the NotswProm Co,pentioataw

Pursuant to the provisions of Seotion 803 of the Not-For-Profit Coiporation Law, the tuxlessigned, theChairperson of the Board and Secretary of BETH ABRAHAM DIAGNQSTICAI4D TREATMENTCENtERS. INC., a corporation organized under the New York NoPFor-ttCfitUóijiörãiióii (the -

£

“Corporation”).doherebyeertify:

FIRST Thit the name ofte Corporation is REfli ABRAHAM DIAGNOSII&ANtT

IREATMENTCENTER,INC.

-

SECOND; That the Certificate of Incorporation of the Corporation was flied by the Depctneot gf -

State, Albany, New Y&k on the 7th day of May, 1990 The-=citrshtWofthe Stab61Ne YSfl, T an cwbchtk Corporation was foimttfleth -

Abraham Diagnostic and Treatment Center, juL2-

-

- =-,tt-r

*_— --THIRp-——-f&orafloSiratp&att&ii1wne4an-sbpnraph(fli)oltsecti*n- toof:

the t4i-For-Proflt Corporation Law. his a Type Scorpixttion.-es &fined in Section 201 of the Not-For-- trofit Corporation Law and shall hereaftereontinue to be a Type43 corporation tinder the Not-For-Profit

__

-

FOURTH: Article (I) of the Certificate of Incorporation which sets forth the name of theCorporation.ishcrebyamen&dioxeaL-

- --

- ARTICLE IThe name of the Corporation is Comprehensive Care Management Diagnostic and Treatment Center, Inc.

FIFTH: This amendment to the Certificate of Incorporation was authorized by resolu&madopted by Unanimous Written Consent of the Board of Directors oftheCoq,oration in LiiiofMeetüdated 3996

SIXTH The Secretary of State is hereby designated as agent of the Corporation ubn whomprocess against it may be served. The post office address to which the Secretary of State shall mail a copy ofanorocess against the Corporation sened upon him is ç/o 612 kIlerton Menue Bronx %e York 1046? aec

IN WITNESS EREOF acnift of Amendment ha&hetn sybscribci by the undersigned thk,I996.andsJiestatemetscontainedbereinsnaffirmedastritetsnder

pndltIes ot perjury — ---

—

CieraldiñeTavbrChaispc. nia

___

CeliaZuc Secretary

I-

Thc undersigned, being all of the members of the Boad ofDirectors of Beth Ab1aham Diagrtreand Treatment Center, Inc., a New York-not-for-profit corporation. do hereby adept, by unanimous coiaL..rin writing, the following resolutioneffective asof the date hereof with the same foroewd.ffat as if auth—resolution had been unanimously adopted at a duly convened meeting of tWfloard of Directors of BethAbraham Diagnostic and Treatment Centcr, Inc.:

RE-AS, the Board of DirectoofBdhAbkdTtCenter,has determined that ins in the best interests of Beth Abnham Diagnostic and Treatment Center tnc tochange jt pj to “Cowpr.h.ndve Care Management Diagnostic and Treatment

— THEREFORE3BE-IT RESOL VED, that.theBosxü ofDn rEbbyrmt4eccçtztSawftonzes BttlCAbraltam DiaEiàitic add TreatmentCenrer tnt to ehange Its name to “ComprehensweflreManagement Di4nostic andTrtatmentCenter. Tue.”; and.

3

____

--- t -=t-—--_-

___ ___

----- ____-------4

-

—

- RESQLUTIOt4 0, TIlt SOATID OP omtcroeser -

- JBETH AHRAIL4M DIAGNOSTIC AND TRtATMENT CENTER, INC. -- -

Action By Unanimous Written Censent of

.-

theBoardoiDitectors -

RESOLVED FURTHER, that the appropriate officers and staff of Beth Abraham Diagnosticand Treatment Center, rnt, or any one us more of them hereby are authorized and dir&tedio do all things

____

—---—-*ette-alion behalf of Beth Abraham Diagnostic and Treatment Center, Inc. as may be necessary or convenient ineffecting the foregoing resolution.

-

IN W1ThESS WttEREO Tht ctiofly1JnasilhüWWiit1tóiisent of the Board ofDirectors in Lieu of Meeting has been duly executed as of the IL day of 1996,

Celia

F

-

--

hBLuJIktLuCoutnft

DUPLICATE - oRRilNAL LOST

C, - -

Mam1i24’1997

Ms. tcin-ILLtnfl4frahan H.thgvjs

6l2AiIeflon-Mtñue -

Re -€ertificate-uf-Amen&nent of Certificate of incorporation of Beth Abrahan,Piagnostxc

and

Treathient Center, Inc

___ ____

- -

Dr Ms. Láhn:

AFTER INQUIRY and TNvEsnaxr[oN th4] çzz*:;meeting of the Public Health Council held on the 21st day oftMardz, 1S91,4bibi-cE4fr—tharthrttrtdicate of Amendment to the Certificate of Incorpnjon of Beth AkabemDiagnostic and Treatment Center, Inc. hereafter to be known as Coir4wehensive CartManagement Diagnostic and Treatment Center Inc dated December 11 1996 is approved

e

Sincerely,

AC: o-

Karen S. WesterveltExecutive Secretary

1’

42

3

• fttuseieoo34cRELYEA-75

CERTIFICATE OFAMENDMENTOF

CERTIFICATE OF INCORPORATION

- OE

BETh ABRAHAM DIAGNOSTIC AND TREATMENT- CENTER, INC

Under Section 803 of the Not4oaofit CoflLaw

STATEOFt4EWYORKUEPARTh3ENIOFSTATE

-FILED NAY 011997 [7

FiledBy -

Relyea Services, Inc.PO.BoxSIO7

Aibany, New York- !22d5-0167 . --

RELYEA-75

97050100 o3t.g —

-i

C A. :I) V(’ 4 L A L) E J{ Cadwalader. W,ckersham & Taft LLP- New York London Charlotte Washington Seinq

One World Financial Center. New York NY 10281Tel 212 504 6000 Fax 212 504 6666www.cadwalader.com

September 29. 2011 SEP 3 o 2011Ny DEPRTa4&

VIA FEDERAL EXPRESS R. OF HOUSE COUNSEL

Susan A. Sullivan, Esq.Bureau of House CounselNew York State Department of HealthEmpire State PlazaCorning Tower, 74rh FloorAlbany, New York 12237-0031

Re; Comprehensive Care Management Diagnostic and Treatment Center. inc.(Proposed Name Change)

Dear Ms. Sullivan;

As discussed by telephone, Comprehensive Care Management Diagnostic and TreatmentCenter, Inc. (“CCM DTC”) previously provided to you a proposed form of its Certificate ofAmendment to the Certificate of Incorporation that would change its corporate name toCenterLight Healthcare Diagnostic and Treatment Center. The proposed name change is inconnection with a rebranding being undertaken by Bethco Corporation, which will be renamedCenterlight Health System. Bethco Corporation is the sole corporate member ofComprehensive Care Management Corporation, which is in turn the sole corporate member ofCCM DTC. Comprehensive Care Management Corporation will be renamed CenterLightHealthcare. The proposed name change to CenterLight Healthcare Diagnostic and TreatmentCenter will reflect the relationship of the diagnostic and treatment center to CenterLight HealthSystem and CenterLight Healtheare.

Enclosed is a copy of the executed Certificate of Amendment of the Certificate ofIncorporation of CCM DTC for submission to the Public Health and Health Plarming Council.

Stephanie Marcantonie Tel 212 504 6749 Fax 212 504 6666 stephanie.marcantonio@cwt.com

Susan A. Sullivan, EsqSeptember 29, 2011

Please call me at (212) 504-6749 if you have any questions or comments. Thank you for yourassistance.

Sincerely yours,

Stephanie i?arcantonio

SM/mis

Enclosures

cc: Christie O’ToolePaul W. Mourning, Esq.

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