text:
04-P-892 Appeals Court
CLEAN HARBORS, INC. vs. JOHN HANCOCK LIFE INSURANCE
COMPANY & others[1] (and a consolidated case[2]).
No. 04-P-892.
Suffolk. March 10, 2005. – August 29, 2005.
Present: Lenk, Cypher, & Kafker, JJ.
Loan. Usury. Contract, Loan. Debt. Notice. Practice, Civil, Attorney's fees.
Civil actions commenced in the Superior Court Department on September 27, 2002, and October 1, 2002, respectively.
After consolidation, the cases were heard by Allan van Gestel, J., on motions for summary judgment, and a motion for costs and attorney's fees was also heard by him.
Thomas S. Fitzpatrick for the plaintiff.
Brian Davis (Karen Collari Troake with him) for the defendants.
LENK, J. The plaintiff, Clean Harbors, Inc. (Clean Harbors), appeals from summary judgment entered in favor of the defendant lenders (collectively, "John Hancock"), on Clean Harbors' claims that the "make whole amount" charged by the defendants upon Clean Harbors' early repayment of a loan was improper, and that certain of the defendants violated G. L. c. 271, § 49, the usury statute. The defendants cross-appeal
from what they consider to be an insufficient attorneys' fee award.[3]
We affirm the judge's rulings regarding the enforceability of the make whole amount provisions of the parties' loan agreement and the amount awarded to John Hancock for attorneys' fees. We reverse summary judgment on Clean Harbors' usury claim and remand for further proceedings.
We summarize the undisputed facts, taken principally from the judge's March 15, 2004, "Memorandum and Orders on Cross-Motions for Summary Judgment and Related Matters," and supplemented somewhat, here and in our discussion of the issues on appeal, from the summary judgment record.
The parties' dispute originated with an April, 2001, loan transaction. Clean Harbors is a publicly-traded Massachusetts company in the business of providing environmental services for hazardous and industrial waste management. At the time of the summary judgment proceedings, Clean Harbors anticipated gross revenues in excess of $650 million for the year 2003. But its financial picture in the late 1990′s was quite different, reflecting an industry-wide downturn caused by increasing competition and decreasing waste. Having suffered net losses each year between 1995 and 1999, Clean Harbors was faced with repaying $50 million in notes that were coming due in May, 2001. Needing to refinance that debt, Clean Harbors retained Deutsche Bank Securities, Inc. (Deutsche Bank) in October, 2000, to act as its financial advisor in structuring a new credit arrangement and as its exclusive placement agent in contacting and conducting negotiations with potential investors.
Deutsche Bank warned Clean Harbors that financing would likely be difficult to obtain, due to the tight capital markets and the turmoil in the waste management industry at the time. Clean Harbors decided to pursue private "mezzanine financing," as other financing alternatives were either unavailable or too expensive.[4] Deutsche Bank solicited mezzanine finance proposals on Clean Harbors' behalf. Only two potential investors emerged, John Hancock being one of them.
In January, 2001, Deutsche Bank forwarded both proposals to Clean Harbors. Clean Harbors preferred to go with John Hancock, but was concerned that the terms of John Hancock's proposal included a prohibition on redemption within the first three years of the loan. Clean Harbors wanted the flexibility to prepay the loan, and so instructed Deutsche Bank to seek a more favorable prepayment provision. John Hancock agreed to substitute a revised prepayment provision that permitted Clean Harbors to pay off the notes early, so long as Clean Harbors agreed to pay a "make whole amount" applicable to the first three years of the loan. The proposed make whole amount used a discount rate tied to the interest paid on United States Treasury securities at the time of prepayment plus 250 basis points.[5] At some point in February, 2001, Deutsche Bank utilized that formula to calculate the make whole amounts that might become due upon Clean Harbors' prepayment at various times during the first three years of the loan. These estimates ranged from $10.5 million to $14.35 million.
On April 12, 2001, the parties executed the Securities Purchase Agreement (SPA). The first sections of the SPA called for Clean Harbors to issue senior subordinated notes in the aggregate principal amount of $35 million, at sixteen percent interest, with fifty percent of the principal due in 2007, and the remainder due in 2008, and to issue warrants to the defendants for the purchase of 1,519,020 shares of Clean Harbors common stock. Most significant for our purposes were the following additional provisions:
"4.1 Optional Prepayment of Notes at Any Time. The Company [Clean Harbors] may prepay the Notes, in full, or in part in integral multiples of $1,000,000 on any date. Prepayments of the principal of any Notes shall be made together with (a) interest accrued on the principal amount being prepaid to the Settlement Date and (b) the Make Whole Amount.
. . .
"4.9 Make Whole Amount. The Company acknowledges that the Make Whole Amount due at any optional or required prepayment of the Notes (including any prepayment required pursuant to any provision of Section 4 or Section 7.2) has been negotiated with the Purchasers to provide a bargained for rate of return on the Purchasers' investment in the Notes and is not a penalty.
. . .
"7.2 Acceleration in Event of Default. . . . (ii) By Action of Holders. If any Event of Default other than those specified in subsections (x), (xi), or (xii) of Section 7.1 shall exist, the Required Holders shall have the right to declare all the Notes then outstanding to be immediately due and payable in full at 100% of the outstanding principal amount thereof together with all interest accrued thereon and the Make Whole Amount, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived."
Also included in the SPA's definitions at § 10 was the formula for determining the discount rate, which specified the formula of 2.5 percent (or 250 basis points) plus yield based on the applicable U.S. Treasury rate.
The loan proceeds were advanced on April 30, 2001. To accommodate Clean Harbors, the lenders wired the funds to Clean Harbors' bank before 11:00 A.M.[6] On the afternoon of April 30, 2001, Special Value Bond Fund, LLC, Arrow Investment Partners, and Bill and Melinda Gates Foundation filed their notification of the loans by hand with the Attorney General's office pursuant to G. L. c. 271, § 49(d). All the other lenders had filed their notices prior to April 30.
In the summer of 2001, Clean Harbors learned of an opportunity to purchase the Chemical Services Division (CSD) of Safety-Kleen Corporation, one of Clean Harbors' chief competitors, which had filed for bankruptcy protection a year earlier. Clean Harbors viewed the purchase as critical to its survival; the purchaser of CSD would likely dominate the national market, leaving the competition in its wake.
After months of negotiation, Clean Harbors announced its agreement to purchase CSD in February, 2002. The purchase price and the assumption of liabilities meant that Clean Harbors needed to finance $255 million in order to close. Clean Harbors obtained financing from a group of investors headed by Cerberus Capital Management L.P. John Hancock considered participating in the new financing, but ultimately declined.
The purchase of CSD posed a problem for Clean Harbors with respect to its existing loan with John Hancock. Under the terms of the SPA, Clean Harbors' purchase of CSD would place Clean Harbors in technical default.[7] Such default would permit John Hancock's acceleration of the notes and would implicate the make whole amount provisions of the SPA, which were expressly applicable to voluntary as well as required prepayment, that is, payment in full in response to acceleration, as detailed in §§ 4.9 and 7.2(ii), supra. In July, 2002, Clean Harbors sought and obtained John Hancock's permission to waive the thirty-day notice required prior to prepayment of the notes. On August 5, 2002, Clean Harbors requested that John Hancock consider a reduction in the make whole amount, at that time estimated at roughly $17 million, which would be owed under the SPA upon prepayment of the notes. At some point in mid-August, John Hancock notified Clean Harbors that it would not reduce the make whole amount.
In an internal memorandum dated August 12, 2002, an attorney for the law firm representing Clean Harbors opined that default and acceleration were more advantageous than voluntary prepayment of the John Hancock notes, in terms of Clean Harbors' ability to challenge the make whole amount. The memorandum specifically advised: "In light of the Renda v. Gouchberg case [4 Mass. App. Ct. 786 (1976)], it is important to position the transaction as a 'default' by the Company and an acceleration by the Investors, rather than a voluntary prepayment by the Company" (emphasis original). Subsequent electronic mail (e-mail) correspondence between Clean Harbors' attorneys and those representing the new lenders for the CSD acquisition, dated August 30, 2002, included the memorandum. In his deposition, a Clean Harbors attorney acknowledged that the legal memorandum was shared with the new lenders, but denied that Clean Harbors attempted to implement the strategy recommended therein.[8]
Instead, according to Clean Harbors, the new lenders "indicated that they would not fund the transaction unless the situation with John Hancock was resolved," and that they would not "fund into a default." As of September 3, 2002, Clean Harbors' president and CEO, Alan McKim, knew that Clean Harbors was going to be in default under the SPA and believed that John Hancock would call the notes for that reason.
On September 6, 2002, Clean Harbors executed the closing documents for the purchase of CSD. By letter, also dated September 6, 2002, Clean Harbors notified John Hancock that it (Clean Harbors) was in default under the SPA. See note 6, supra. On September 9, 2002, John Hancock notified Clean Harbors that it (John Hancock) was accelerating the notes, and thereupon demanded payment of the notes, accrued interest, and the make whole amount. The following day, Clean Harbors paid the notes and interest, and, under protest, the make whole amount of $16,991,129.44.
John Hancock filed a complaint in Superior Court on September 27, 2002, seeking a declaration that the SPA's make whole amount provisions were enforceable. Clean Harbors filed an amended complaint for declaratory judgment on October 22, 2002, which included a usury claim against three of the defendants, and the two actions were consolidated. John Hancock filed a motion for summary judgment on December 24, 2003; Clean Harbors responded with a motion for partial summary judgment. The Superior Court judge ruled in John Hancock's favor, concluding that Clean Harbors had prepaid the loan voluntarily and that the SPA's make whole amount did not constitute a penalty. The judge ruled against Clean Harbors on its usury claim, and awarded attorneys' fees to John Hancock in the amount of $264,073.50, and costs in the amount of $59,272.82. Clean Harbors filed this appeal. John Hancock cross-appealed from the amount of attorneys' fees and costs awarded to it by the judge.
1. The make whole amount provisions. (a) Voluntary prepayment versus acceleration. The principal issue on appeal is whether the judge correctly characterized Clean Harbors' payment of the notes on September 10, 2002, as a voluntary decision to prepay, or whether he should have treated the payment as required by virtue of John Hancock's acceleration. Clean Harbors, relying on A-Z Servicenter, Inc. v. Segall, 334 Mass. 672 (1956), takes the position that the payment was compelled pursuant to John Hancock's acceleration, and that the make whole amount constituted a prohibited penalty under a liquidated damages analysis. John Hancock maintains that Clean Harbors' prepayment was planned and voluntary, and that the make whole amount was merely a bargained-for, contractual premium, fully enforceable under principles of contract. See, e.g., Renda v. Gouchberg, 4 Mass. App. Ct. 786 (1976).
The distinction affects the approach we take to the make whole amount. It is well-established that a provision for liquidated damages owing upon a contract's breach will be enforced "[w]here actual damages are difficult to ascertain and where the sum agreed upon by the parties at the time of execution of the contract represents a reasonable estimate of the actual damages." Kelly v. Marx, 428 Mass. 877, 880 (1999), quoting from A-Z Servicenter, Inc. v. Segall, 334 Mass. at 675. "Liquidated damages will not be enforced if the sum is 'grossly disproportionate to a reasonable estimate of actual damages' made at the time of contract formation." Kelly v. Marx, supra, quoting from Lynch v. Andrew, 20 Mass. App. Ct. 623, 628 (1985).[9] Relying on this standard, Clean Harbors devotes significant effort on appeal to the issue of how best to estimate John Hancock's damages, if any, caused by prepayment of the notes.
Our approach is more hands-off when the borrower voluntarily prepays a loan, and, with it, a contractual premium to which the parties had agreed when they executed the contract. In Renda v. Gouchberg, supra, we held that in instances of voluntary election to prepay a loan, cases involving penalties payable as liquidated damages in response to a breach were not applicable, and concerned ourselves only with whether the contractual premium, paid by the plaintiff borrowers upon voluntary prepayment of the loan, bore "a rational relation" to the defendant lenders' "actual damages on prepaym
ent, merely securing to the defendants the 'benefit of [their] bargain' with the plaintiffs." 4 Mass. App. Ct. at 786, quoting from Manganaro Drywall, Inc. v. Penn-Simon Constr. Co., 357 Mass. 653, 657 (1970). Significant in our reasoning in Renda, supra, was that, as a second mortgage holder, the lender was not required to permit prepayment, and so, upon early repayment, was entitled to the benefit of its bargain by enforcement of the prepayment provisions to which the parties had agreed at the outset. We considered whether the contractual premium bore a rational relation to the lender's damages only to ensure that the amount was not unconscionable. See, e.g., Manganaro Drywall, Inc. v. Penn-Simon Constr. Co., supra (interest charged under a settlement agreement "was not an unconscionable potential price to be paid by the defendant in return for the concessions made by the plaintiff").
As a result, where the prepayment is voluntary, we do not scrutinize the accompanying contractual premium to see how it measures up under the "reasonable estimate of actual damages" standard of a liquidated damages analysis. Instead, we take into account the fact that, in the event of a voluntary prepayment, the contractual premium merely secures to the lender the benefit of its bargain, reflecting the lender's concessions and the borrower's privilege to prepay the loan. Thus, we limit our analysis to whether the premium bears a rational relation to the lender's anticipated losses, in keeping with general principles of public policy.
We would also add that the "first look" approach of Kelly v. Marx, 428 Mass. at 880, though involving liquidated damages, should apply as well to the voluntary prepayment standard referenced in Renda v. Gouchberg, supra, but decided before Kelly v. Marx. See Kelly v. Marx, supra at 881 (contract will be enforced as written, where "[t]he parties agreed to the extent of their damages when they agreed on a liquidated damages clause"). Whether repayment is voluntary or required, the relevant time for considering the lender's likely damages is the time of contracting, and not the time of breach or repayment. With that in mind, we address the parties' specific contentions.
i. Was this a prepayment? Clean Harbors begins with the argument that, by virtue of John Hancock's acceleration of the notes, there could be no voluntary prepayment, or any prepayment, for that matter. Clean Harbors relies for this principle on Ferreira v. Yared, 32 Mass. App. Ct. 328, 330 (1992), wherein we stated: "A prepayment premium does not attach when a loan is accelerated because the act of acceleration advances the maturity of the debt; the debt becomes immediately due and payable." But as the holding of Ferreira v. Yared makes clear, the situation is different when the terms of the note expressly provide that the prepayment premium will apply whether early repayment is voluntary or involuntary. As we went on to explain, "unless the note otherwise provides, a holder of a note cannot simultaneously accelerate the note and collect a prepayment penalty" (emphasis supplied). Id. at 331. We contrasted Pacific Trust Co. v. Fidelity Fed. Sav. & Loan Assn., 184 Cal. App. 3d 817, 824 (1986), wherein it was held that the prepayment premium was due upon acceleration, pursuant to the note's prepayment provision, which explicitly stated that it applied "whether said prepayment is voluntary or involuntary, including any prepayment effected by the holder's exercise of the Acceleration Clause." But that is precisely the situation here.
The SPA provided that the make whole amount was due whether the prepayment was optional or required; the make whole amount provisions specifically included prepayment required pursuant to default and acceleration. See SPA §§ 4.9 and 7.2(ii). We accordingly reject Clean Harbors' contention that the default and acceleration that occurred in this case negated the make whole amount provisions. According to the plain language of the parties' agreement, the make whole amount was still owing, even after Clean Harbors defaulted and John Hancock accelerated the notes. Nothing in the cases cited by Clean Harbors undermines the agreement's express terms in that regard.
ii. Was this a contractual premium or liquidated damages? Clean Harbors next argues that, despite the SPA's plain language, the make whole amount provisions should not be enforced as written because to do so, in these circumstances and this amount, would work a penalty. Clean Harbors relies on A-Z Servicenter v. Segall, 334 Mass. at 675-676, for the proposition that, when payment of a debt follows breach and acceleration, the contractual premium is viewed as a form of damages, and must therefore be limited to an amount approximating a reasonable estimate of those damages. See id. at 675 ("Whether a provision of a contract for the payment of a sum upon a breach is rendered unenforceable by reason of its being a penalty depends upon the circumstances of each case"). We turn, then, to the pivotal issue of whether Clean Harbors' September 10, 2002, payment of the notes was compelled consequent to its breach, thereby triggering a liquidated damages analysis of the make whole amount, or whether it was a voluntary prepayment, and the make whole amount a contractual premium, merely securing to John Hancock the benefit of its bargain in permitting prepayment. On the undisputed facts, the judge determined that Clean Harbors' payment of the make whole amount was "a result of Clean Harbors' voluntary election to put itself in a position whereby it prepaid the Notes to facilitate the CSD acquisition." He therefore deemed the prepayment voluntary, and the make whole amount a "bargained for fee paid in exchange for the privilege of paying a debt early."[10]
Clean Harbors denies that its voluntary decision to purchase CSD was the equivalent of a voluntary decision to prepay the notes, as the judge concluded. Specifically, Clean Harbors asserts that the judge wrongly construed Clean Harbors' admission in its amended complaint that its lenders for the CSD acquisition "indicated that they would not fund the transaction unless the situation with John Hancock was resolved," as proof that Clean Harbors knew that its decision to acquire CSD required that the notes be prepaid. Clean Harbors insists the new lenders' requirement, that the existing debt "situation" with John Hancock be "resolved," did not necessarily mean that the debt had to be paid off — perhaps John Hancock might choose not to accelerate the notes or might waive the default. On the basis of those possibilities, Clean Harbors urges that its decision to default under the SPA by purchasing CSD should not be deemed the equivalent of a voluntary prepayment. See Goulart v. Canton Hous. Authy., 57 Mass. App. Ct. 440, 441 (2003), citing Ng Bros. Constr., Inc. v. Cranney, 436 Mass. 638, 643-644 (2002) (in summary judgment proceedings, "the evidence presented is always construed in favor of the party opposing the motion, and the opposing party is given the benefit of all reasonable inferences that can be drawn from it").
The record does not support the inference. First, in July, 2002, Clean Harbors sought John Hancock's permission to waive the thirty-day notice requirement for prepayment of the notes, to which John Hancock consented. Then, in early August, 2002, Clean Harbors asked John Hancock to reduce voluntarily the make whole amount that would become due upon prepayment. In mid-August, Kathleen E. McDonough, a director with John Hancock Financial Services Company, informed Alan McKim, Clean Harbors' president and CEO, that the lenders would not reduce the make whole amount that would be due if Clean Harbors prepaid the notes.
The fact that John Hancock, at an earlier time, considered an offer to participate with other investors in financing the CSD purchase, does not support Clean Harbors' assertion that by the time of the actual CSD purchase, John Hancock might not necessarily call the notes and demand payment of the make whole amount upon Clean Harbors' default.
The undisputed evidence makes clear that, as the CSD closing drew near, Clean Harbors and its new lenders anticipated payment of the existing notes, not merely as one alternative to resolving the John Hancock debt, but as a foregone conclusion in proceeding with the financing of the CSD purchase. According to an answer to interrogatories by Stephen Moynihan, a Clean Harbors senior vice president of planning and development, Clean Harbors knew, as of early September, 2002, that John Hancock was "unwilling to provide any relief from the covenants under the Securities Purchase Agreement and that the Defendants were insisting that Clean Harbors pay a prepayment penalty of approximately $17 million in connection with any payment of the $35 million principal amount of the Senior Subordinated Notes." The August 30, 2002, e-mail correspondence between attorneys for Clean Harbors and the new lenders, seven days before the CSD closing and Clean Harbors' notice of default to John Hancock, shared the recommendations of the August 12, 2002, memorandum prepared by Clean Harbors' counsel, emphasizing the legal advantage of postponing prepayment and triggering acceleration. According to the deposition testimony of Stephen Moynihan, however, the new lenders informed Clean Harbors prior to the CSD closing that they were unwilling to "fund into a default." Clean Harbors' president and CEO confirmed that, as of September 3, 2002, he believed the notes would be called because "we were going to be in default," and also confirmed that the new lenders "did not want to lend into a default." Once it had defaulted, Clean Harbors thereafter responded promptly to John Hancock's notice of acceleration with payment of the notes in full.
Viewing all the facts and reasonable inferences in Clean Harbors' favor, as the party opposing summary judgment, see Lindsay v. Romano, 427 Mass. 771, 771 (1998), the evidence nevertheless leads inescapably to the conclusion that Clean Harbors planned to pay off the existing debt to John Hancock in conjunction with its purchase of CSD and its new financing. In these circumstance, evidence that a notice of technical default was sent and a notice of acceleration followed does not change that result. See, e.g., Ferreira v. Yared, 32 Mass. App. Ct. at 331 ("It is not lost on us that a borrower may evade a lawfully agreed to prepayment penalty by embarking on a course of conduct which provokes acceleration of the note"). See also In re LHD Realty Corp., 726 F.2d 327, 331 (7th Cir. 1984) ("Should such intentional defaults become a problem, however, we believe courts could deal with the difficulty by denying the acceleration exception in appropriate cases").
On this record, there is no other rational view of the undisputed facts regarding Clean Harbors' actions, and its argument that there were options other than acceleration in response to its default does not create a genuine issue for trial. See generally Goulart v. Canton Hous. Authy., 57 Mass. App. Ct. at 441 (on a motion for summary judgment, "a judge may decide the issue as matter of law when no rational view of the evidence permits a finding" in the opposing party's favor). As such, the motion judge appropriately concluded, as matter of law, that Clean Harbors' voluntary decision to purchase CSD and the concomitant default and payment of the notes under the SPA should be treated as a voluntary prepayment, and not as a payment compelled by acceleration that would trigger a liquidated damages analysis. See, e.g., Renda v. Gouchberg, 4 Mass. App. Ct. at 786 (liquidated damages analysis did not apply to borrower's voluntary election to prepay loan).
(b) Rational relation of the make whole amount to the lenders' loss. We are similarly unpersuaded by Clean Harbors' argument that the make whole amount that became due upon prepayment of the loan was not rationally related to John Hancock's loss. In Renda v. Gouchberg, supra, we held that a voluntary prepayment provision in a note was not void as against public policy, because the amount owing bore "a rational relation" to the lender's anticipated damages and effectuated the lender's benefit of the bargain in permitting prepayment. In a subsequent decision, Kelly v. Marx, 428 Mass. at 880, involving liquidated damages, the Supreme Judicial Court held that the relevant time for considering the lender's damages is at the time of contracting, and not at the time of breach; as we discussed, supra, we will apply the "first-look" approach, as well, to whether the contractual premium owing upon prepayment bore a rational relation to John Hancock's anticipated loss.
Here, the record shows that, at the time of contracting, the SPA's make whole amount provisions utilized a formula that bore a rational relation to the anticipated losses John Hancock would suffer as a result of prepayment of the loan.
The judge, in determining whether the make whole amount bore a rational relation to John Hancock's anticipated losses, correctly considered only the circumstances known to the parties at the date of contracting, and not what John Hancock's losses were at the time of prepayment. There is no dispute that, as of April 12, 2001, the date the SPA was executed, a calculation of John Hancock's actual losses in the event of prepayment was not possible. An expert for Clean Harbors, Donald Margotta, acknowledged that, "[c]ertainly, at the time of contracting (April of 2001), there would be no way of knowing exactly what high yield corporate debt yields would be at the time of a future payment," opining, instead, that an estimate was possible based on certain market indicators.
The judge observed that the discount rate the parties had agreed to in the SPA was "consistent with the anticipated yield on n
ew investments made by John Hancock's Bond Group overall during the preceding two years." Hence, the SPA's discount rate, at a minimum, bore a rational relation to anticipated returns on existing investments made by John Hancock's Bond Group, as of the date of contracting. But Clean Harbors argues that this formula was not consistent with John Hancock's anticipated losses upon prepayment because the formula was tied to investments in the overall bond market, and not to the high yield debt market. Clean Harbors maintains that, because its debt consisted of "high yield, B rated, below investment grade notes," the make whole amount should have been based only on the anticipated yield John Hancock had derived during the preceding two years on similar "new B rated investments."
The parties appear to agree that the appropriate measure of premiums of this kind is the anticipated reinvestment the lender will be able to make with the funds upon the early prepayment of the debt. See In re LHD Realty Corp., 726 F.2d at 330 (contractual prepayment premiums are intended to insure the lender against the loss of its bargain if interest rates decline at the time of prepayment and reinvestment).[11] It is undisputed that the parties could not have predicted with certainty, when they executed the SPA, what high yield investments and returns would be available to John Hancock, at the time of prepayment, for reinvestment of the prepaid funds.[12] And as the uncontroverted evidence makes clear, at the time of contracting, there was no guarantee that John Hancock would be able to reinvest the prepaid amounts in similar high-yield mezzanine investments.[13]
Construing the evidence and all reasonable inferences in favor of Clean Harbors, as the nonmoving party, at best the record indicates only that other information and other methodologies were available that might have assisted the parties in more accurately calculating John Hancock's anticipated losses upon prepayment. But that evidence does not render the SPA's discount rate irrational, particularly given the acknowledged uncertainties surrounding the availability of high-yield reinvestment opportunities at the time of any prepayment. On this record, we are satisfied that John Hancock met its burden of demonstrating that the make whole amount provisions to which the parties agreed when they executed the SPA, tying the make whole amount to the yield on U.S. Treasury securities at the time of prepayment and adjusted by 250 points, bore a rational relation to John Hancock's anticipated losses, based on the circumstances known to the parties at the time.
We reject, as did the judge, Clean Harbors' remarkable assertion that it did not understand the make whole amount provisions when it signed the SPA. The undisputed evidence was that, prior to the SPA's execution, Clean Harbors' advisor, Deutsche Bank, made certain calculations based on the SPA's make whole amount formula and arrived at estimated make whole amounts ranging from $10.5 million to $14.35 million for prepayment within the first three years of the loan. Clean Harbors knew, or is imputed with the knowledge through its agent, Deutsche Bank, that, based on the SPA's formula, amounts in the range of $14 million might be owing as a contractual premium for prepayment in the first three years, whether in the event of voluntary prepayment or payment required by acceleration.[14] Clean Harbors also knew, through Deutsche Bank, that the amount owed would vary, depending on the Treasury rate at the time of prepayment and the duration of the loan prior to prepayment.
Yet nothing in the record indicates that Clean Harbors raised an objection to the make whole provisions, or instructed Deutsche Bank to negotiate the use of a different discount rate.[15] Rather, Edwin Roland, of Deutsche Bank, who, prior to the execution of the SPA, estimated the possible make whole amounts under the Treasury plus 250 points formula, viewed the terms of the proposed financing as reasonable, rational, and within expectations of what Clean Harbors should expect to pay for mezzanine financing arrangements at that time. In the words of Michael Malm, Clean Harbors' counsel and longtime clerk, Clean Harbors was "just happy to have" the deal.
Consequently, despite Clean Harbors' claim of ignorance, the record indicates that it had some notion, when it executed the SPA, of possible make whole amounts it would have to pay to John Hancock upon prepayment of the debt. Taken together, the undisputed facts confirm that Clean Harbors entered this transaction as a sophisticated borrower, with the assistance of counsel and financial advisors, and that Clean Harbors specifically sought to have included in the SPA the option to prepay the notes in the first three years of the loan, and then agreed to pay a contractual premium for the right. See, e.g., Manganaro Drywall, Inc. v. Penn-Simon Constr. Co., 357 Mass. at 657 ("There is nothing to indicate that the disputed provision concerning interest was not negotiated on an arms-length basis between two substantial business firms"). Clean Harbors has failed to meet its summary judgment burden of setting forth specific facts to establish a genuine issue for trial on its claim that the make whole amount owing upon its voluntary prepayment of the notes bore no rational relation to John Hancock's anticipated losses. See Mass.R.Civ.P. 56(e), 365 Mass. 825 (1974). As a result, summary judgment in John Hancock's favor was properly entered on its claim for enforcement of the SPA's make whole amount provisions.
2. Usury notices. The parties agree that notices pursuant to G. L. c. 271, § 49, the usury statute, were filed by all the lenders with the Attorney General in connection with the loans under the SPA. Section 49(d) of c. 271 permits a lender to charge interest at a rate above twenty percent per annum so long as the lender files the requisite notification of its intent to enter into such a transaction.[16] It is also undisputed that here, three of the defendants — Special Value Bond Fund, LLC, Arrow Investment Partners, and Bill and Melinda Gates Foundation — released loan proceeds to Clean Harbors in the morning of April 30, 2001, at Clean Harbors' request, but filed their notices with the Attorney General in the afternoon of the same day. Clean Harbors contends that, by releasing the funds before filing the notices, those defendants violated c. 271, § 49.
The judge ruled that the statute did not make clear whether notification had to be on file with the Attorney General's office prior to the closing. Clean Harbors contends, and we agree, that the statute is not ambiguous. Section 49(d) requires both that the Attorney General be notified in advance of the disbursement of loan funds (lender must "notif[y] the attorney general of his intent to engage in a transaction . . ." [emphasis supplied]; see note 15, supra), and that, subsequent to the closing, the lender must maintain records that include, inter alia, "the date the loan is made and the date or dates on which any payment is due." See ibid.
While it is true that § 49(d) itself does not specify when, in the loan process, the notification of intent must be filed, our cases have consistently construed the requirement to mean that the notice should be on file with the Attorney General by the time the loan proceeds are disbursed. See Albano v. City Natl. Bank, 11 Mass. App. Ct. 973, 973 (1981) (no violation where the "relevant notices which satisfied the requirements of G. L. 271, § 49(d) . . . were on file with the Attorney General prior to the times when the net proceeds of the loans were disbursed from escrow"); Levites v. Chipman, 30 Mass. App. Ct. 356, 362 (1991) ("Since this notice was on file at the time th
e loan proceeds were distributed . . . the interest rates provided in the promissory note were not illegal"); Hakim Enterprises, Inc. v. Reinhardt, 30 Mass. App. Ct. 911, 911 (1991) ("the defendants have failed to show that the notice was not on file with the Attorney General prior to the time when the loan was made, that is, when the money was first advanced").
As there is no dispute that the notifications of Special Value Bond Fund, LLC, Arrow Investment Partners, and Bill and Melinda Gates Foundation were filed after the loan proceeds were disbursed, partial summary judgment on this claim should have been entered in Clean Harbors' favor. We note, however, that in a civil proceeding to enforce § 49(c), the judge is afforded discretion to fashion an equitable remedy for the statute's violation. See Beach Assocs. v. Fauser, 9 Mass. App. Ct. 386, 389 (1980). The judge, on remand, may take into account all of the circumstances involved in the delay. We refer, in particular, to the judge's observations regarding the de minimis nature of the delay in filing the notices, and the reason the loan proceeds were disbursed prior to the filing, as these factors are relevant to the exercise of the judge's discretion, under equitable principles, in determining what relief is appropriate, if any, in these circumstances. See, e.g., id. at 394 ("It was within the discretion of the judge, based on all the facts, circumstances, and conditions surrounding the loan, to void it, to rescind it, to refund, to credit any excessive interest paid, to reform the contract, or to provide any other relief consistent with equitable principles").
3. Cross appeal: attorneys' fees. The SPA, pursuant to § 12.1, provided for the lenders' recovery of "the costs and expenses, including reasonable attorneys' fees and the fees of any other special or financial advisers, incurred in evaluating, monitoring or enforcing any rights under the Transaction Documents or in responding to any subpoena or other legal process issued in connection with the Transaction Documents . . . ." The defendants challenge the amount of the judge's award, which was less than one-third of what they requested. The judge explained in his order that he did so based on the paucity of supporting documentation they provided.
The judge's March 15, 2004, "Memorandum Regarding Final Judgment in This and the Consolidated Case," made clear the steps the defendants were to take: "to serve upon Clean Harbors, Inc. and file with the Court any documentation supporting their claims for attorneys' fees and costs . . . ." The defendants, instead, served an application for costs and attorneys' fees supported principally by an eight-page affidavit of their lead counsel, Brian A. Davis. In his affidavit, Davis provided an overview of the legal work he and nameless others at his law firm performed, and offered to provide the judge with itemized invoices for in camera review. The defendants explain on appeal that they did not provide their billing records in support of their fee petition because those records contained numerous entries that disclosed privileged and/or confidential information.
Our courts have recommended that attorneys keep written time records for utilization in proving time expended by various attorneys on various issues. See Mulhern v. Roach, 398 Mass. 18, 26 n.11 (1986); Salem Realty Co. v. Matera, 10 Mass. App. Ct. 571, 577 n.5 (1980). Compare Arlington Trust Co. v. Caimi, 414 Mass. 839, 848 (1993) (though not a "condition precedent" to an award, "contemporaneous time records go a long way to document a claim for attorney's fees"). The defendants argue that they offered to submit such proof, though only on an in camera basis. We think it was reasonable for the judge, in the interest of fairness, to decline to accept and consider those records as proof, if they were not made available to opposing counsel for examination. See Rothman v. Rent Control Bd. of Cambridge, 37 Mass. App. Ct. 217, 223 (1994), quoting from Schwartz, Administrative Law § 7.13, at 369 (2d ed. 1984) ("the general principle [is] that '[w]hatever actually plays a part in the decision should be known to the parties and subject to being controverted'"). See generally Lewis v. Lewis, 220 Mass. 364, 370-371 (1915) (in camera proceedings in common law courts are disfavored, as contrary to the spirit of openness, impartiality, and equality upon which our system of justice depends). And in the absence of such records, the judge was justified in declining to attempt to apply the requisite factors to the work of the various other attorneys and staff involved in representing the defendants.[17]
The judge observed that the evidence submitted by the defendants did not permit a full review of the relevant factors that have long provided the measure of reasonableness in Massachusetts fee awards. See, e.g, Linthicum v. Archambault, 379 Mass. 381, 388-389 (1979); Berman v. Linnane, 434 Mass. 301, 303 (2001). The judge concluded that, "[w]ithout details of who did the work, what was done, what was charged for it and how long it took, the Court is hard pressed to perform its not insignificant task in this case." The judge took into account the appropriate factors, but properly limited his consideration to only those factors on which evidence was presented. See, e.g., ibid.
"What constitutes a reasonable fee is a question that is committed to the sound discretion of the judge." Id. at 302-303. There was no abuse of discretion here. The judge awarded the lenders their lead counsel's rate and hours spent on the litigation, based on the details provided in his affidavit regarding his own efforts. The judge declined to award fees for work done by other attorneys who did not file affidavits and for whom specific information was lacking, reiterating that, "but for the hourly charges and rates for lead counsel, the Court has no idea of even who the other lawyers were who worked on the case, what they did, what their rates were and whether what they did, at those rates, was reasonable." Compare Kennedy v. Kennedy, 23 Mass. App. Ct. 176, 180 (1986) (party's reliance on affidavits was appropriate where party opposing fee award stipulated to the affidavits "in large part," and declined opportunity to cross-examine attorneys who prepared affidavits, which were based upon contemporaneously prepared time records and detailed their hourly rates and time spent). The judge was similarly justified in rejecting the lenders' proof, or lack thereof, regarding the fees paid to their experts, again noting that the "meager record" did not support the request.
4. Conclusion. Summary judgment for the defendants is affirmed as to the enforceability of the make whole amount provisions of the Securities Purchase Agreement. Summary judgment for the defendants Special Value Bond Fund, LLC, Arrow Investment Partners, and the Bill and Melinda Gates Foundation is reversed as to their violation of G. L. c. 271, § 49. An order shall enter awarding Clean Harbors summary judgment on that aspect of its amended complaint, and that matter is remanded to the Superior Court for determination of an appropriate remedy pursuant to G. L. c. 271, § 49(c). Finally, the award of attorneys' fees and costs to the defendants is affirmed.
So ordered.
[1] John Hancock Variable Life Insurance Company; Signature 4 Limited; Signature 5 L.P.; Special Value Bond Fund, LLC; Arrow Investment Partners; Bill and Melinda Gates Foundation; Hare & Co., Blazerman & Co.; and CoastLedge and Co.
[2] John Hancock Life Insurance Company & others vs. Clean Harbors, Inc.
[3] Hare & Co., Blazerman & Co., and CoastLedge and Co. did not participate in the cross appeal.
[4] Edwin Roland, a director of Deutsche Bank's high yield capital market group, defined mezzanine financing as "a subordinating debt generally with equity." Bruce McDonald, a vice president with Deutsche Bank's global corporate finance group, testified that mezzanine financing was, in general, "a term that's used for capital that is placed beneath senior debt and above the equity line. So, it's capital that is subordinated to senior debt, but senior to equity securities." John Hancock's expert, Peter K. Deeks, similarly explained, "The term 'mezzanine securities' is typically applied to subordinated debt with equity kickers due to their location on the balance sheet between senior debt and equity securities."
[5] As the judge explained, a "'make whole' premium is a commonly used form of prepayment charge which is meant to compensate the lender for the loss of income on reinvestment of the prepaid amount."
[6] The judge stated that 11:00 A.M. was the deadline for Clean Harbors' repayment of its existing indebtedness. In its brief, Clean Harbors claims the explanation was incorrect, that in fact "[t]he purpose of requesting that the Defendant-Lenders disburse their loan proceeds by 11:00 a.m. was so the funds would be received in time to then be wired out to the trustee holding the notes which were being paid off with the funds." In any event, the judge correctly observed that the morning transfer took place at Clean Harbors' request.
[7] By purchasing CSD, Clean Harbors would default on its "negative covenants" relating to the assumption of additional indebtedness, additional liens, additional guarantees, entry into acquisitions, restrictive agreements, and default as to certain financial covenants. See §§ 6.1, 6.2, 6.3, 6.4, 6.8, and 6.10 of the SPA.
[8] It appears from the voluminous record before us that, in connection with the summary judgment proceedings, Clean Harbors filed a motion to strike a number of pieces of evidence, including the legal memorandum and the e-mail correspondence by which it was shared with the new lenders. The record does not indicate the basis for the motion. The judge denied all of Clean Harbors' motions to strike. As Clean Harbors does not discuss the issue in its brief on appeal, the issue is waived. See Mass.R.A.P. 16(a)(4), as amended, 367 Mass. 921 (1975). The memorandum at issue and other related correspondence are in the record before us, and John Hancock has relied on the memorandum in its brief on appeal, without raising an objection from Clean Harbors. We therefore reference the contents of the memorandum here, but assume the truth of the Clean Harbors attorney's testimony that Clean Harbors did not attempt to implement the strategy.
[9] We do not apply a "second-look" approach to the amount of the actual damages, as utilized in A-Z Servicenter, Inc. v. Segall, 334 Mass. at 675, and urged by Clean Harbors. In Kelly v. Marx, 428 Mass. at 878-881, the Supreme Judicial Court expressly rejected the second look approach in measuring the reasonableness of liquidated damages, and instructed that only the circumstances at the time of contract formation be considered.
[10] On review of summary judgment, we, of course, consider the record and the legal principles involved without deference to the motion judge's reasoning. In this case, however, the judge's very thoughtful analysis is worthy of mention.
[11] As described by Bruce McDonald, testifying on behalf of Deutsche Bank, Clean Harbors' agent and advisor in the SPA financing, "the purpose of the make-whole is to compensate, in this case an insurance company or any investor, for the reinvestment of the note or reinvestment of the funds that they have previously disbursed at a rate that will equate their future cash flows to the originally contemplated return for that particular security." As we explain, infra, because of Deutsche Bank's role as exclusive placement agent and financial advisor to Clean Harbors in connection with the SPA, we impute its knowledge regarding the transaction to Clean Harbors.
[12] Clean Harbors' expert, Donald Margotta, opined: "If a high yield corporate debt yield of 16% is readily available to the Defendant-Lenders at the time of prepayment, they sustain no loss because the 16% return they lost is replaced upon reinvestment. Certainly, at the time of contracting (April of 2001), there would be no way of knowing exactly what high yield corporate debt yields would be at the time of a future payment." Bruce McDonald, of Deutsche Bank, Clean Harbors' agent and advisor in connection with the SPA, confirmed that there was no
way to determine with precision what John Hancock's losses would be in the event of prepayment because "you don't know exactly what they will be reinvesting in with the stated funds." As McDonald further explained: "[I]f they have to reinvest them in treasuries at low rates, then it will definitely result in a loss on their originally contemplated returns. If they are able to reinvest those funds in securities yielding similar rates of return, then it will not result in any loss."
[13] Edwin Roland, of Deutsche Bank, testified that "[t]he high yield market is a negotiated market" and concurred that mezzanine financing deals are highly negotiated. Clean Harbors did not refute John Hancock's report that "all of the defendants already had substantial liquidity awaiting investment as of September 2002, with the result that any prepayment by Clean Harbors would only add to their pool of 'low yield' investments." Also uncontroverted was the testimony of Howard Levkowitz, testifying on behalf of defendant Special Value Bond Fund, LLC, in explaining the fund's investment process: "Finding investments is a hard, time-consuming process. We spend a lot of time looking at one. When we make an investment we expect to keep it for a period of time."
[14] Though the record suggests otherwise, Clean Harbors claims that Deutsche Bank never shared the calculations with Clean Harbors' management. Based on Deutsche Bank's role as Clean Harbors' agent and advisor in the transaction, any dispute on this point would not be material, nor does Clean Harbors specifically argue to the contrary. See generally Flynn v. Wallace, 359 Mass. 711, 717-718 (1971) (knowledge possessed or obtained by a business's agent in relation to a transaction is imputed to its principal).
[15] We note, again, that the undisputed record here demonstrates that John Hancock's initial proposal did not permit prepayment within the first three years of the loan. It was Clean Harbors that sought to have a prepayment provision included in the parties' agreement.
[16] General Laws c. 271, § 49(d), inserted by St. 1970, c. 826, provides, in relevant part: "The provisions of paragraph (a) to (c), inclusive, shall not apply to any person who notifies the attorney general of his intent to engage in a transaction or transactions which, but for the provisions of this paragraph, would be proscribed under the provisions of paragraph (a) providing any such person maintains records of any such transaction. Such notification shall be valid for a two year period and shall contain the person's name and accurate address. . . . Such records shall contain the name and address of the borrower, the amount borrowed, the interest and expenses to be paid by the borrower, the date the loan is made and the date or dates on which any payment is due."
[17] The defendants do not explain why the portions of the billing records they claim contained privileged and/or confidential information could not have been submitted to the judge and opposing counsel with the privileged portions redacted. For example, in United States v. Massachusetts Inst. of Technology, 129 F.3d 681, 683 (1st Cir. 1997), a case cited by the lenders for another proposition, the defendant initially produced billing statements, in response to a document request, with privileged portions redacted. Presumably because the opposing party, the Internal Revenue Service, was seeking substantive communications rather than simply billing information, the case involved the IRS's attempt to obtain the redacted information. But we mention the case merely by way of pointing out that disclosing the relevant documentation with redactions would have gone a long way toward enabling the judge here to apply the relevant criteria, while permitting Clean Harbors the opportunity to examine and challenge the materials, without jeopardizing the defendants' attorney-client privilege.


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Description:Q1515A StorageWorks Ultrium 230 LTO-1 100/200GB Internal LVD SCSI Tape Drive Option Part# Q1515A
Overview:The HP StorageWorks Ultrium 230 Tape Drive is the high-performance first-generation superdrive in the HP Ultrium Family. The Ultrium 230 offers excellent capacity superior performance and exceptional reliability. An ideal solution for network server backup where speed capacity and reliability are critical the Ultrium 230 stores 200 GB of compressed data on a single tape at speeds of up to108GB per hour. With ultimate reliability and ease of use in mind the rugged design builds on superior LTO technology and adds advanced features to deliver a new level of data protection. The combination of higher speed and data rate matching that adjusts to the speed of the host makes the HP Ultrium 230 an ideal backup solution for over-the-network backup where minimal downtime is imperative and throughput bottlenecks can raise havoc with other types of tape drives. In addition the drive's HP StorageWorks One-Button Disaster Recovery provides the easiest way to restore data in the event of a disaster. The Ultrium 230 Tape Drive makes an excellent workhorse for all-around data protection. < Specifications: Category Sub-Category Generation Part NumberQ1515A Products ID14012 Device TypeTape Drive - LTO Ultrium Enclosure TypeInternal LocalizationEnglish / United States CompatibilityPC, Unix Interface TypeSCSI LVD Form Factor5.25" x 1H Data Transfer Rate15 MBps (native) / 30 MBps (compressed) Average Seek / Access Time71 sec Buffer Size16 MB Recording StandardUltrium 1, LTO Media TypeLTO Ultrium Media Included Qty1 Interfaces1 x Ultra2 Wide SCSI LVD Compatible Bays1 x front accessible Dimensions (WxDxH)5.7 in x 8 in x 3.3 in Weight4.2 lbs

subset: commoncrawl


text:
I also experienced strange power consumption behavior on my Thinkpad T510 (Core i7-720M). I noticed that while measuring the total power consumption in idle and in "idle+wwan connected". It turned out, that the notebook actually consumed *less* power (about 0.5-1W, don't remember) when WWAN was connected.
I quickly found out, that the reduced power consumption was caused by the 10 wakeups/s caused by my dialup tool. A python script generating the same amount of wakeups led to the same *decreased* power consumption.
Does anyone else see this issue?


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January 17, 2012
Tim Sullivan TheWolverine.com
Lake City (Fla.) Columbia has had defensive line talent in recent years, but it's offensive tackle Laremy Tunsil who is drawing attention in the 2013 class. ...More... To continue reading this article you must be a member. Sign Up Now!
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Prediction Time! Where Will One Direction Be In A Year?
Look into our crystal ball
Cody Simpson Tells Us About His Roots And Independence
Watch our interview
Amy Schumer Hilariously Pays Her Respects To Kimye
Please Stop Doing The #KylieJennerChallenge
It's actually dangerous
January 3rd, 2013
Kanye West, who announced on stage in Atlantic City on Sunday night that his girlfriend of eight months is expecting their first child, reportedly changed his mind about appearing on her reality TV series Keeping Up With The Kardashians and its spin off Kourtney And Kim Take Miami in order to let her know how much he loves her. A source told US Weekly magazine, "Kanye will do anything for Kim. He didn't want to be on at all — or one episode. But he gave in for Kim."
Meanwhile the 32-year-old beauty's mother Kris Jenner is reportedly disappointed that the 35-year-old rapper opted to announce they are expecting their first child on stage rather than through a lucrative magazine deal. A source told HollywoodLife.com, "As ecstatic as the family and Kris is over Kim's pregnancy, Kris Jenner still has her business mind running as she was disappointed that they didn't sell the news of the pregnancy. She loves how Kayne promotes himself, but after the announcement she thinks he should learn how to monetise it more."
Kim, who is around 12 weeks pregnant, recently revealed she wants to find out the sex of their baby, saying, "Of course I do want to know. I can't find out yet, but I do want to know." Kim continued, "No preference, I just want a healthy baby." The brunette beauty admitted she's been lucky with her pregnancy so far because she hasn't suffered from morning sickness and has been feeling good. Kim said, "I have felt good. I haven't had any morning sickness, but it still isn't the easiest. People always say it's easy and fun. It's definitely an adjustment learning about your body and stuff like that. I've been feeling really good so that's good."
Check out the 2 Chainz video for Birthday Song featuring Kanye West here.
Tags: Kanye West, kim kardashian, KimYe
Posted on Thursday, January 3rd, 2013 at 1:55 pm by Aimee and is filed under Blog, Celeb Life, News.


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- Publisher: THQ
- Release Date: Aug 14, 2012
- Also On: PlayStation 3, Wii U, Xbox 360
User Score
Generally favorable reviews- based on 591 Ratings
User score distribution:
Positive: 486 out of 591
Mixed: 47 out of 591
Negative: 58 out of 591
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Aug 20, 2012
Sep 1, 2012
Jan 3, 2013
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Jul 23, 2013
Aug 16, 2012Game of the year without doubt. Awesome graphics and art direction, awesome characters, beautifull world and real epic main character. Death is a baddass. Takes everything from Darsiders 1 and put it in a really better formula. Joe Madureira, you do it again. A must have game.
Aug 24, 2012
Aug 15, 2012
Aug 15, 2012
Aug 15, 2012
Aug 28, 2012Perfect game I'd consider it one of the best games that has come in the last 5 years. Much better than Skyrim. Don't listen to all the port whiners. Consoles are here to stay and PC gaming is a lost cause and dying.
Aug 15, 2012
Aug 15, 2012
Aug 15, 2012
Aug 16, 2012
Aug 16, 2012
Aug 15, 2012
Aug 16, 2012
Aug 15, 2012I see more Almalthen a copy of the computer they say, and staying wrong because sinned and the only one not a graphics company gave the possibilities to run the game from not Imlha do not try and rub with Am the gameplay more than wonderful, audio beautiful and videos more than wonderful you all you say about Alerslyoshn
I Oqimha best 10/10 -
Aug 15, 2012For those who are getting freezing on backing out of the menu:
Enable V-sync in your graphic card's 3d settings. It fixed the problem for me and others. The higher resolution is worth getting it for the pc in and of itself. I haven't played much of the game, but I like what I've played so far. -
Aug 16, 2012Non-stop action, rpg elements , loots, nicely done voice acting and much more. It's really fun. Normaly I would give 8 but because of all that "U have no graphic option" reviews, I gave it 10 . By the way, If you're a graphic b***h, you won't like this game. Nearly all games on pc are console ports. Keep in that mind.
Aug 14, 2012
Aug 15, 2012gooooooooooooood >
good. gooooooooooooooooooooooooood
but this not better then console In a time where good adventure/action/RPGs are pretty non existent on PC - Darksiders 2 come
but 10/10
because speasiel -
Sep 1, 2012Bad console port, but with controller all shortcomings from porting are gone and only truly Great Game is remained - enthralling, dynamic, stylish.
Good work with elimination of Darksiders defects was done, and correlation of the Darksiders II parts is perfect now. -
Sep 9, 2012Great game! The pc version (a simple console port) has a lot of bugs but the game is still awesome. A lot better of Darksiders 1. The only "bad thing" is the plot: not very original and not too deep... but it's ok.
Aug 31, 2012
Aug 15, 2012
Aug 18, 2012This review contains spoilers, click expand to view.
Aug 16, 2012
Aug 14, 2012best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best best no more to say
Aug 17, 2012
Sep 10, 2012A wonderful action adventure game, perfect story-line, amazing capability for customization of Death. All weapons are impressed and easy customize. music is perfect, the combat game engine is a masterpiece. Execution animations are well designed and bloody. I recommend it as game of the year. It is a must have
Aug 27, 2012this great game i love it i keep playing it on pc cause it fun the more i get into it more i love this one better then first one this one show more design more open world world
Sep 29, 2012This review contains spoilers, click expand to view.
Dec 26, 2012
Oct 7, 2012
Jan 26, 2013
Sep 20, 2012
Jan 2, 2013
Aug 21, 2012
Aug 23, 2012
Oct 22, 2012
Aug 28, 2012A great game, a very good graphic quality, long lasting game, variety of weapons, attacks, enemies and scenarios, great plot of the story mode. One observation: Final uncertain, it is not known if the story runs parallel with that of the original Darksiders...
Sep 2, 2013I know there are no graphics option and some really creepy bugs but the game still shines in darkness of the post apocalyptic realms.great fighting style, large maps, rpg elements, mind reaping puzzles and the dark fantasy tone similar to Soul Reaver are the true charm of this world.Overall Great Game
Oct 9, 2012
Nov 11, 2012I always tried to avoid rpg style games...honestly why should I do the same thing over and over again just to gain some cool looking powers..well...this is not the case of DARKSIDERS II which has an unique story,great gameplay,relaxing music,tricky puzzles and boss battles which are pretty cool.Feel free to try this game out.It amazed and will definitely amaze you too!
Oct 22, 2013This is one of my favorite games of all time. I can't describe how much I enjoyed playing it. Graphics are just amazing, great fighting mechanics, great environment, and they did an awesome job with the story. I give this a 9 out of 10. Of course, it has little things that should be fixed, but putting that on a side, this is an awesome game.
Nov 28, 2012The longer I play the better it gets.
It is a little different from the first Darksiders game, but in a way it makes sense.
A variety of weapons and armor with different looks and stats is fun.
New character brings new abilities and a different approach compared to the previous title.
If you liked the first one, than you probably want to give this a try. -
Feb 8, 2013This game is God of War, this game is Legend of Zelda. All these doesn't stop it. This game is great- graphics, sound, gameplay, RPG elements, story, voice acting, content are good!. Althought, I feel I already played this game before.
* My rate is 8.5 -
Mar 29, 2013
Aug 4, 2013
Sep 3, 2013
Oct 21, 2013I am honestly surprised by how much i am enjoying this game, i got it with the humble bundle and just thought meh ill play it some time, after playing it i am thoroughly enjoying the experience only 2 criticisms i have is it can be repetitive and it can be easy.
Nov 11, 2013What a great game. I put in 30+ hours in this and thoroughly enjoyed it. For a guy who buys 2-3 games a week when bored, this is one of those games that gripped me and was the only game in my cue until I finished it. I just hope with THQ being sold the next game in this franchise delivers the same quality.
May 26, 2014The very best fantasy action game I've ever played and I played a lot... :) It turned out to be way better than Devil May Cry series and even the previous Darksiders title! Amazing story and characters - can't wait for the next one!
Dec 28, 2014
Sep 22, 2014It's not boring, it has tons of tasks and you don't get lost! There's a map which gives directions to where to go and what to do! Bonus,, You can upgrade your weapons as you'd wish "fire/ice"
Sep 23, 2014veramente ottimo prodotto grafica eccellente ottima giocabilità e longevità
questo darksiders II mi ha veramente impegnato, cosa che non succedeva da diverso tempo
storia originale molto lunga e piacevole
io lo consiglio -
Sep 20, 2012
Feb 6, 2013Darksiders 2 is immersive, rich in content, it displays well-executed (although not original) mechanics and is a huge game that will quench your thirst for a top-notch, "intellectual" action game. [October 2012]
Nov 10, 2012Ultimately, Darksiders II often makes you think of how it is similar to other games in certain respects, but it still feels like its own creature. The combat is enjoyable if a bit mindless, but considering how some of the puzzles can be, that might not be a bad thing. However, since skills and gear have such little leverage in the game, it feels like something substantial is missing. The rest of the game doesn't suffer, and the title is certainly engaging, but Darksiders II feels like it hasn't lived up to its full potential.
Nov 5, 2012While the lack of advanced graphics options are disappointing, the core experience of Darksiders 2 remains intact with its assortment of gameplay genres and content rich world. Darksiders 2 on PC provides fans of the original and series newcomers with a seemingly endless amount of quests to complete and collectibles to discover, with the added bonus of Death himself as the protagonist.


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Indexes to the Protection Certificate Registers
Name Birth State or Country Customs District Search the Database About
NARA, Northeast Region Protection Certificates Genealogical Fallout from the War of 1812: Dixon, Ruth.
Seamen's Protection Certificate Register Database
Index by Birth State or Country: (sorted by city)
? Africa Alabama Albany Amsterdam Arkansas Belgium Bermuda Canada Connecticut Connecticut? Corvo Delaware Denmark Dublin Dutch West Indies East Indies England Europe Fayal Flores Florida Foreigner France Georgia Germany Gibraltar Great Britain Hispanola Holland Iceland Illinois Indiana Ireland Italy Kentucky Long Island Louisiana Madeira? Maine Maryland Massachusetts
Massachusetts? Michigan Minorca Misssissippi naturalized Netherlands New Brunswick New Hampshire New Jersey New York New York? Newfoundland North Britain North Carolina Norway Norway or Denmark Norwich Nova Scotia Ohio Orleans Pennsylvania Portugal Prussia Rhode Island Rhode Island? Russia Scotland South Carolina Spain Sweden Tenerife Territory Vermont Virgin Islands Virginia W. Territory Wales Washington, DC West Indies Western Islands
City, State or Country of Birth | Name | Age | Complexion | Port Issued |
Amsterdam | Dirkir, John B | 22 | Light | New London |


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Chicago Bulls Gear
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Top Definition
A creature from another planet, the majority of which follow Christianity. Gelgamek women have vaginas that are 3 feet wide and filled with razor sharp teeth. Gelgamek women are also featured in the intergalactic hit TV show, "Who Wants to Marry a Gelgamek?"
Aliens from South Park
Aliens from South Park
Gelgameks and giant spiders are accepted symbols of the Christian faith in the Vatican.
Beküldő: twomintomid
2009. április 16.


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$10.15 to $134.98
Probios Dispersible Powder for animals contains a source of live (viable) naturally occurring microorganisms. Each gram has no less than 10 million CFU lactic acid bacteria. Good for digestive problems in cattle, swine, sheep, goats, horses, and pets (dogs, cats, birds, reptiles, rodents, etc.). Read More
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Reviews (5)
"Great for senior horses"
My senior horse developed chronic diarrhea. His fecal test was negative & no feed or care was changed so the vet couldn't find any reason for the stomach upset. Upon the advice of a friend I started giving ProBios. The diarrhea was cleared up after 2 days & he started gaining weight & acting like himself again! I was so impressed with the results that I put my other senior horse on ProBios as well & now they both receive it on a daily basis. Both horses eat it with no problem & do really well on it. Highly recommended!
"Great stuff"
I use this product after administering antibiotics to my chickens, also just for general good health. My dogs get it too. Great product. I like that it mixes with water or can be sprinkled on food
"A Must for your Goat Medicine Cabinet"
I use this product for my pygmy goats (and horses and chickens and more). Use it any time that antibiotics are used especially in goats as they need to replenish their good bacteria in their rumen. A simple top dressing over the feed works well. This is a definite must have for your livestock medicine cabinet.
"A Must Have"
I use this on my sheep after worming or antibiotics to help keep the rumen balanced. I also use it on my rabbits when they have tummy upsets. They don't seem to notice a taste, as their water consumption stays consistent. I always keep it on hand for when I may need it.
"Excellent conditioner"
I use this product and my Rooftop pigeons love it, as it has assisted in the floral gut of my pigeons which is noticed in firm, tight droppings. Again I use this product two times a week at a rate of 2 teaspoons to 2 gallons of water. EXCELLENT as a conditioner or especially after treating for any disease


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Top Definition
A cross between a centaur and scorpian. Like a centaur, but instead of a horse body it has a scorpian body, tail and all eight legs.
Dude, a Centorpian could totally kick a centaur's ass! When you are stung by a centorpian you go into centorpor, which is a state of euphoric scorpulation.
автор: redstro
29 июня 2006


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Inspiring Quilters, Stitch by Stitch
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Buy 3, Get 1 FREE: SAVE on All Feetures & Thorlo Socks! — Shop Now —
We are proud to carry a large selection of popular Naot Sandals for Women and Men. All styles are handcrafted in Israel of the finest leathers and materials. Many Naot Sandal styles feature cork footbeds that mold to your feet as you walk.
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Ariel Platinum DZ963F8
39.4" x 39.4" x 89" $2990 $3390 |
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59" x 35.4" x 89.2" $3290 $3590 |
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47.3" x 47.3" x 89" $3290 $3590 |
Ameristeam P-219
52" x 40" x 86" $3290 $3590 |
Ariel Platinum DA333F8
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Ariel Platinum AM-154 70"
70" x 31.5" x 25" $2690 $3190 |
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Ariel Platinum AM-128
59" x 59" x 24" $1990 $2590 |
Thank you for visiting SteamShower.org. As one of the nation's premier steam room and steam shower retailers, we are here to step you through whatever decisions you may have. If you are remodeling your bathroom and wish to order a modular style steam shower we offer Ameristeam and Ariel Platinum brand name units. If you are designing a full steam room from scratch, residentially or commercially we offer a broad range of custom-sized steam generators from Mr. Steam, Steamist and Thermasol. In the event you have any questions or concerns please do not hesitate to contact us.
Check out the health benefits of a steam shower!
- Suffer from skin disorders? Steaming enahces your natural skin color and tone
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- Increases circulatory blood flow through the body thus increasing stamina and flexibility
- Steaming effectively treats sinus and respiratory conditions including asthma, sunisitis, bronchial infections and allergies
- Using a steam shower or steam room after increased exercise reduces lactic-acid buildup relieving your muscles from sore pains
- Offers daily mental relaxation. Having your personal spa at home reduces your stress level which in turn brings you long lasting health
Using steam showers can and will improve all of the following:
- Sinusitis
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Improve your immune system
Steam therapy such as the use of a steam shower has several benefits to the body. It raises body temperature, simulating a fever - your body's most powerful defense. Hyperthermia is a great way to give your immune system a boost, along with killing off pathogens in your body. Steam showers also increase blood circulation, but not blood pressure because it expands blood vessels thus giving your skin a more radiant look and stimulating cellular growth. Steam therapy relaxes muscles and stiff joints. A steam bath is a great way to relax after a long day.
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Steam rooms shouldn't be used by everyone. They should not be used by anyone with a cardiovascular disease or high blood pressure. They are also not recommended for small children, pregnant women or the elderly. If you think you are at risk you should consult with your physician. If you are interested in purchasing a steam shower be sure to check out our steam shower buying guide.
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- Do not use a steam shower immediately after intense exercise. Let the body reach a normal temperature before using your steam bath.
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- Avoid using steam rooms if open wounds are present.
- Avoid using your steam shower in excess of 20 minutes. Use the timer function to remind you


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HP Photosmart 7520 e-All-in-One
The HP Photosmart 7520 earns its "all-in-one" moniker and adds cloud printing, remote accessibility, wireless connectivity, and app downloads to its list of features for busy households and small offices.
HP Officejet Pro X576dw
The Officejet Pro X576dw delivers a generous serving of features exclusive to HP, including a new Pagewide printhead that grants it the speed benefits of a laser printer while maintaining the color print quality of an inkjet, making it worthwhile for offices shopping for a professional imaging solution.
Epson WorkForce WF-3540
Complete with wireless access, remote printing in the cloud, an interactive touch screen, and several paper trays, the Epson WorkForce WF-3540 is well-prepared to handle large workloads for home offices, corporate teams, and everything in between.
Canon Pixma MG3220
Boasting Apple AirPrint, automatic double-sided printing, and impressive performance for the price, the Canon Pixma MG3200 is a fine choice for shoppers looking for an inexpensive printer.
Canon Pixma MG2220 w/PP-201
Targeted at individuals with a limited budget and modest printing demands, the Canon Pixma MG2220 earns a recommendation for its expansive software offering and excellent photo image quality.
Brother MFC 7860DW
The Brother MFC-7860DW and its autodocument feeder, wireless connectivity, and simple installation make it an apt match for small businesses with moderate printing needs.
HP Officejet 150 Mobile All-in-One
The HP Officejet Mobile 150 is a useful travel companion for professionals, but you can spend half the cash on the touch-screen-free previous model that performs just as well.
HP Photosmart 7510 e-All-in-One
The HP Photosmart 7510 e-All-in-One boasts quick output speeds, multiple connectivity options, cloud printing, and a growing number of apps in the HP Web store, earning our recommendation to those hunting for a flexible imaging machine.
Canon Pixma MX372 Office All-in-One
The Canon Pixma MX372 is a sensible printing solution for personal use, but photographers and offices looking for a network-ready printer could spend a little more up front for better output quality.
Epson WorkForce 645
Although the Epson WorkForce takes its time printing snapshot photos and graphics-heavy documents, this office-capable device earns my approval with affordable inks and cloud-printing features.


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Top Definition
to give someone crap, rain on their parade, beat them down, etc.... used as a comeback when someone puts you down or says something bad about you
"Dude, get off your ass and do something. You're an embarrassment."
"Stop dullin' my blade dawg!"
"Stop dullin' my blade dawg!"
po Scot Tunl
Јануар 21, 2008


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Porcello, Norris set to square off again in opener
Tigers take on Orioles to start three-game series in Baltimore
Rick Porcello's start to the season, the best opening month and a half of his career, began against the Orioles.
Baltimore will get another crack at the Detroit right-hander on Monday at Camden Yards for the start of a three-game set. The Orioles dropped two of three to the Tigers when they met at Comerica Park in the second series of the season.
Just like the April 5 meeting, Porcello will be opposed by Bud Norris, who would rather forget that game. Norris allowed nine hits and five runs in five innings of work.
"Everyone knows what this team can do," Norris said after the loss. "You make a mistake against those guys, and you pay for it."
Porcello has been instrumental in the Detroit rotation's status as the best in the American League. He's tied with reigning AL Cy Young Award winner Max Scherzer for the team lead with five wins. Porcello will have his hands full, though, with Baltimore slugger Chris Davis.
Davis returned to the lineup Sunday after a strained left oblique sidelined him for 15 days.
"I don't have any pain or discomfort," Davis said Sunday. "I don't have any stiffness, which I was kind of wondering whether I was going to be tight or stiff or anything like that."
Davis said the team's performance made it easier for him to be away for a couple of weeks. Both the Tigers and the Orioles enter the series in first place in their respective divisions.
Tigers: Rotation key to recent success
Manager Brad Ausmus had to think long and hard about when the last time one of his starting pitchers didn't do, at the very least, an adequate job.
And his answer showed just how strong the rotation has been over this recent stretch.
"The last bad start was when Anibal Sanchez had to come out of the game in the third [because of an injury]," Ausmus said before Sunday's game, referring to Sanchez's injury on April 26.
Detroit starters lead the AL with a 2.81 ERA entering play Sunday. Opponents were hitting just .227 against the rotation.
Orioles: Wieters heads to DL
The Orioles got a boost of good news in the return of Davis on Sunday, but they lost All-Star catcher Matt Wieters to the disabled list with no certainty on his return.
Wieters has been limited to designated hitter duty due to right elbow discomfort, and he will now get a few weeks of rest before the club re-evaluates and determines the next step.
"We'll take a two or three week period to see if we can get it managed and then see if he can catch the rest of the year. Or if he's still having problems with it at the six-week mark we will have to think about something else," manager Buck Showalter said of Wieters, who had his elbow examined by Dr. James Andrews on Wednesday. "That's as frank as I can be about it. That's where we are with it."
The organization is still hoping Wieters can avoid surgery with rest, with both the team's doctors and Andrews concurring that surgery isn't inevitable but is a possibility if the discomfort can't be managed with rest and treatment.
Worth noting
• Detroit's Austin Jackson is riding a nine-game hitting streak after an RBI single Sunday.
• Adam Jones picked up his 500th career RBI at Camden Yards on Sunday.
Matt Slovin is an associate reporter for MLB.com. This story was not subject to the approval of Major League Baseball or its clubs.


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CeeLo will be a featured presenter at the 2013 Billboard Music Awards, airing LIVE this Sunday, May 19th, on ABC! Be sure to tune in and get all the details HERE
Posted: Thu 16 May 2013
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....believe I was born with this purpose. I love everyone, Lo - Bridges http://t.co/bDpLXMVv6VWed, 03 Sep 2014 05:55:08 GMT
This song is my absolute truth! It's all I ever wanted to be as an artist, man, and human being. I wholeheartedly...Wed, 03 Sep 2014 05:54:59 GMT
I truly and deeply apologize for the comments attributed to me on Twitter. Those comments were idiotic, untrue and not what I believe.Wed, 03 Sep 2014 03:19:12 GMT
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Showing 1-24 of 253 items found in Shopping
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A Step Above Antiques
A unique shop filled with antiques, gifts, collectibles and crafts. Wide variety of limited edition collectibles including Santas, angels and other figurines.
Above and Beyond Framing and Gallery
Custom framing, art and gift gallery. Featuring Steve Hanks, Tom Lynch and Scanlan.
Alden Resale
Alden Resale is a flourishing resale shop with excellent prices on a wide variety of quality merchandise. Specializing in furniture and memorabilia. This is a bargain hunter's paradise.
All My Stitches Quilt Shop
Quilting fabric, books, patterns, notions, and classes. Come check us out!
All Seasons Apple Orchard
Take a wagon ride to the orchard where you will be surrounded by thousands of apples trees and 12 varieties of apples and pears. Enjoy seasonal activities like pumpkin picking and the corn maze. There is also a cow train, goat bridge, corn crib, giant swings, a spider web, jumping pillow and a petting zoo. The weekends even have pig races and a magic show for the kids. Take your whole family down for some apple picking and make sure to stick around for the many other activities.
Alpine Accessories
Paddle-board lessons and rentals are provided by Alpine Accessories at Three Oaks Recreation Area. Make reservations by calling 847-854-4754 or online. Walk ups on availability.
CITY:Lake in the Hills
Amazing Grace Antiques
Historic home's 14+ rooms filled with affordable antiques, primitive to Victorian. Relaxed, kid-friendly, hometown atmosphere.
Anderson Candy Shop
Simply the best chocolates you can get anywhere! Consumers Digest says "One of the best kept secrets in North America!" It's cooked in copper kettles and individually hand-dipped as it has been since 1919. Locally owned family shop.
Anderson's Coins & Collectibles
Kids of all ages will find something to love in the unique and ever-changing selection of toys, which includes Star Wars and Star Trek items, Lionel, Marx and other brands of trains, Coco Cola memorabilia model kits, Barbies, vintage super heroes, Hot Wheels, vintage die-cast, posters and more.
CITY:St. Charles
Anderson's Coins and Collectibles
Vintage toys, memorabilia including tin wind-up toys, Star Wars, Coca-Cola, puppets, model kits, new and retired Legos. Buy or sell gold, silver, sterling flatware, jewelry and coins.
CITY:St. Charles
Angel Kisses of St. Charles
Religious articles, baptism gifts, books, exquisite angel and religious figurines.
CITY:St. Charles
Antique Market I
Antique Market I offers a variety of accessories from elegant to depression era & Victorian.
CITY:St. Charles
Antique Market III
This Market offers antique & collectible merchandise from the primitive to the elegant. Clothing, pottery, silver, paintings, glass, toys, coins, sports, fine & costume jewelry, light fixtures & furniture. Bridal & gift registry.
CITY:St. Charles
Antiques on Broadway
Over 7,000 square feet of fine refinished furniture, including dining room sets, bedroom sets and accessories. Also an extensive inventory of architectural items from building salvage projects.
Aquascape Designs Water Gardening Store
Visit our water gardening store for all your pond and water feature supplies. Our professional staff will assist you in making sure you have everything you need and our displays will inspire you. Come shop our wide selection of pond supplies, live fish, aquatic plants, fish food, books, and more.
CITY:St. Charles
Arte Verde Garden Center and Landscape Co.
Come see the area's largest selection of top-quality plants, including annuals, perennials, hanging baskets, vegetable plants, and shrubs. Farm animals and exotic birds. Unique plants not found in other garden centers. A name that stands for quality!
CITY:Poplar Grove
Back In Bloom
Vintage and country home accent treasures; antiques, florals, hand-painted furniture and wall art, also shabby chic.
Classic, exotic automobiles from the last 100+ years. Car collection is open to the public for complimentary viewing. Also provides brokering, consignment sales, mechanical evaluation for all cars.
CITY:St. Charles
Banbury Fair
Unique shopping experience specializing in folk art classes, supplies and wooden ware; seasonal antique barn and petting zoo on site.
Bank Block Antiques and More
Antiques, collectibles, furniture, floral arrangements, jewelry, glassware, made-to-order furniture and shelves, in-home help with decorating and more.
Barrington Ice House Village Mall Shops and Restaurants
Explore this historic mall, built in 1904, featuring more than 20 specialty shops and Chessie's, an authentic 1915 train station restaurant with its own railroad car.


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This blog has a long record of finding fault with the anti-science folks on the Republican right, but perhaps we've been a bit hypocritical on this score.
After all, it isn't really fair to scold the right-wing deniers of evolution and climate change while ignoring the lefties who peddle nonsense about so-called Frankenfoods, birth defects caused by nuclear-power plants and a link between vaccinations and autism.
Glenn Garvin disputes some of these left-wing theories HERE:What role does science play in the left-wing opposition to golden rice and other genetically modified crops? None. Study after study has shown no ...
Read more
Location, ST | website.com


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A post HERE yesterday mocking Tea Party Sen. Ted Cruz for his weird interpretations of the U.S. Constitution didn't sit well with some of our right-wing readers.
So, just for the sport of it, let's rub it in a little more with THIS STUFF from Greg Sargent:The now-infamous Senate hearing exchange between Senators Cruz and Dianne Feinstein over guns is attracting a lot of attention for her stern dressing down of the Texas Republican. But since Cruz is emerging as a national spokesman for the Tea Party and the far right wing of the GOP � the exchange has ...
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Location, ST | website.com


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This video is part of the following collections:
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big blak tool July 31, 2012
want to be with them both for a few hours
SullenGirl June 13, 2012
Beautiful tits and heavenly moaning. As a woman. I would like to have both of them!
JERKMEN August 15, 2012
OMG i wanna Fuck them both in their Assholes while the other one is lickin my Balls
zoooz August 23, 2012
lol at the miniute 5:15 there was a farting noise looooool didnt expect to hear that hehee
BBW lover November 21, 2012
Very hot
sza June 7, 2012
yes hi is vrai show
Luvbigtits May 6, 2012
Just about to come everywhere
Jesus February 20, 2012
Post as... March 23, 2012
La pornodomestica,con il suo meraviglioso culone e le sue immense tette lecca e succhia,con bravura,le enormi tette della signora e,poi,la vulva! Ma anche la signora tettona è brava a leccare e succhiare le grandi tette della pornodomestica e,poi,la vulva!
cicci March 26, 2012
la vulva bagnata
southside May 2, 2012
damn there fuckin thick i love it!!!
imlesbian March 4, 2013
The red head was like no don't fuck me then she was like oh! Fuck me fuck me! Tht feels good when u lick my boobs!
lesbian girl rite here March 4, 2013
More boobs please!
bigtitslover6 February 11, 2014
Just perfect.
boy January 7, 2014
Names? Names?
Michelle McCool June 21, 2014
This is just perfect I mean that I fucked my partner ''Candice Michelle'' for this
lovin this!! August 6, 2014
Immaguy December 24, 2014
I want a girls number. Anyone down to fuck
Titman August 24, 2013
Love these big titted poms with their sexy voices and glorious bodies
christina July 24, 2013
haha and I fucked my chef
rubel March 31, 2013
lesbian April 4, 2013
the maid is sexy
Satan April 14, 2013
Chris Brown June 24, 2013
kalienttee February 17, 2012
kien me mama la panocha y las tetas asi??
Ariel February 10, 2012
I don't usually like bigger women.. but yummy. I'd put both of those snatches in my mouth without a thought...
unf November 18, 2011
im soaking wet
nap November 17, 2011
what are they names ?
... November 18, 2011
The fuck did i just watch?
000000000 November 30, 2011
wet me
lola December 3, 2011
hay que ganas que me dieron que me chupen toda!
Funny! November 14, 2011
This is definitely more funny than sexy! The script is hilarious....these two should be in a comedy! They interact so well
milla November 13, 2011
that's so damn hot! my puss is always wet
cjcool November 12, 2011
this is sexy as hell i would love to see more am so hard right now!!!!!!!
SexMachine November 12, 2011
xD November 12, 2011
thats so hot
holy tits November 12, 2011
boobs everywhere!
golosa December 6, 2011
miroc December 7, 2011
Que tetotas mas ricas, ya quisiera una chacha asi... para que me de esas ricas chupadas ....
Sbareles January 9, 2012
Yum, great tits!
buzzzz January 4, 2012
lol the story!
Bigtitlover January 11, 2012
This was very erotic (and funny). I want to see them lick my wifes big tits and pussy. Then they should pee all over her.
miroc January 15, 2012
insisto, que rico se comen las tetas , me encnata esta chacha tan frondosa, chichona, y luego esas nalgotas ......... para comersela bien rico
lolololl January 20, 2012
tori December 29, 2011
ngewes you ilove you
Nxxn December 29, 2011
Davvero IIa??? Devi essere fantastica allora!!!!
chefmagoo December 8, 2011
omg it was a great flick ( no pun intended) but i laughing so hard when she says "i am a respectable woman", then "im coming"
Ila December 10, 2011
Sono uguale alla rossa!
sucksuck December 16, 2011
i will fuck them both to sleep..
Marc December 21, 2011
There is humor in this performance no doubt, but both girls are sexy overweight chicks. Too short!
lilith79 November 12, 2011
So hot, wish there was more.
Loading Comments
- Busty maid Mellie D seduces big tits madam Redd Adaire by wiggling her plump ass. The horny pair then suck on each others tits and lick each others cunts until they cum


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Leaking diesel fuel caused the engine fire that crippled the Carnival Triumph cruise ship for five days in the Gulf of Mexico, stranding more than 4,200 passengers amid sewage, garbage and little food, the Coast Guard said Monday.
The fuel leaked from the return line of the No. 6 engine and ignited when it hit an unspecified hot surface, Lt. Cmdr. Teresa Hatfield said during a telephone news briefing.
The fire was contained to a small area and the crew extinguished the blaze "immediately," said Hatfield, who leads the Coast Guard's Marine Casualty Investigation Team, which is based in New Orleans.
"They did a very good job," she said.
A diesel engine's high-pressure fuel injectors and injector pump use fuel as a lubricant during the combustion process, and the return-line hose transports the controlled excess amounts to the fuel tank to be reused.
The 14-year-old ship left Galveston, Texas, on Feb. 7 for a four-day trip to Mexico but was paralyzed by the fire Feb. 10. It was towed to Mobile, Ala., on Thursday night, and all passengers had disembarked by Friday morning.
Because the ship is registered, or flagged, in the Bahamas, Bahamian authorities are leading the overall investigation, assisted by the Coast Guard and the U.S. National Transportation Safety Board.
Investigators have interviewed passengers and crewmembers, and forensic analysis has been performed on the 893-foot ship. The Triumph was towed initially to Mobile Bay, then moved to nearby BAE Systems to fully assess the damage.
Hatfield said the Coast Guard expects to finish its on-board examination by the end of the week, and estimated that the investigation would take at least six months.
She said the Coast Guard would reinspect the ship before it's returned to service.
Copyright 2015
Read the original story: Coast Guard: Leaking fuel line caused Carnival ship fire


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Published: Tuesday, April 30, 2013, 10:31 a.m.
Espresso stand burglary caught on video
STANWOOD -- Snohomish County sheriff's deputies are hoping the release of a surveillance video will help identify two men who broke into an espresso stand early Friday morning.
The burglary occurred at 4:30 a.m. Friday in the 3100 block of Lakewood Road near Stanwood.
Two men broke a window and one man grabbed the cash register. It doesn't appear that they got any cash.
The only items reported stolen were two cans of Red Bull, sheriff's office spokeswoman Shari Ireton said.
They drove off in a white pickup truck.
Burglary is a felony.
Anyone who knows the identity of either man in the video, or has information about the break-in, is asked to call the sheriff's office tip line at 425-388-3845.
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Nursing Home
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