Schedule 13D

0000950123-10-088905.txt : 20100924 0000950123-10-088905.hdr.sgml : 20100924 20100924172656 ACCESSION NUMBER: 0000950123-10-088905 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20100924 DATE AS OF CHANGE: 20100924 GROUP MEMBERS: ANGELO, GORDON & CO., L.P. GROUP MEMBERS: JOHN M. ANGELO GROUP MEMBERS: MICHAEL L. GORDON FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANGELO GORDON & CO LP/NY CENTRAL INDEX KEY: 0000860662 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 245 PARK AVE 26TH FL CITY: NEW YORK STATE: NY ZIP: 10167 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: C&D TECHNOLOGIES INC CENTRAL INDEX KEY: 0000808064 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 133314599 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38840 FILM NUMBER: 101089513 BUSINESS ADDRESS: STREET 1: 1400 UNION MEETING ROAD STREET 2: PO BOX 3053 CITY: BLUE BELL STATE: PA ZIP: 19422 BUSINESS PHONE: 2156192700 MAIL ADDRESS: STREET 1: 1400 UNION MEETING ROAD STREET 2: PO BOX 3053 CITY: BLUE BELL STATE: PA ZIP: 19422 SC 13D 1 c06300sc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

C&D TECHNOLOGIES, INC.

(Name of Issuer)

Common Stock, $0.01 Par Value

(Title of Class of Securities)

124661109

(CUSIP Number)

Lisa Conrad
Angelo, Gordon & Co., LP
245 Park Avenue, 26^th Floor
New York, New York 10167
(212) 692-8220

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

September 14, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		124661109


1	NAMES OF REPORTING PERSONS ANGELO, GORDON & CO., L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	DELAWARE

		7	SOLE VOTING POWER

NUMBER OF			3,359,172

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			3,359,172

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,359,172

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	11.26%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IA; PN

Page 2 of 17 Pages


CUSIP No.		124661109


1	NAMES OF REPORTING PERSONS JOHN M. ANGELO


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	UNITED STATES

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,359,172

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			3,359,172

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,359,172

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	11.26%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN; HC

Page 3 of 17 Pages


CUSIP No.		124661109


1	NAMES OF REPORTING PERSONS MICHAEL L. GORDON


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	UNITED STATES

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,359,172

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			3,359,172

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,359,172

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	11.26%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN; HC

Page 4 of 17 Pages


CUSIP No.		124661109

Item 1 Security and Issuer.

This Statement on Schedule 13D relates to shares of common stock, par value $0.01 per share (the “Shares”) of C&D Technologies, Inc., a Delaware corporation (the “Issuer”), issuable upon conversion of 5.5% convertible senior notes due 2026 (the “Notes”). The address of the principal executive office of the Issuer is 1400 Union Meeting Road, Blue Bell, Pennsylvania 19422.

Item 2 Identity and Background.

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”): Angelo, Gordon & Co., L.P., a Delaware limited partnership (“Angelo, Gordon”); John M. Angelo, a United States citizen (“Mr. Angelo”); and Michael L. Gordon, a United States citizen (“Mr. Gordon”).

This statement relates to Shares held for the account of certain private investment funds for which Angelo, Gordon acts as investment adviser (the “AG Funds”). Mr. Angelo is a managing member of JAMG LLC, which is the general partner of AG Partners, L.P., which is the sole general partner of Angelo, Gordon. Mr. Angelo serves as the chief executive officer of Angelo, Gordon. Mr. Gordon is the other managing member of JAMG LLC and is the chief operating officer of Angelo, Gordon. The principal business address of each of the Reporting Persons is 245 Park Avenue, New York, New York 10167.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The Notes were acquired by the AG Funds. The source of funds for the purchase of the Notes was the working capital of the AG Funds. The total purchase price for all Notes held by the AG Funds was $47,347,405.

Item 4. Purpose of Transaction.

On September 14, 2010, the Issuer entered into a Restructuring Support Agreement (the “Restructuring Support Agreement”) with certain funds and/or accounts managed or advised by Angelo, Gordon and certain funds and/or accounts managed or advised by Bruce & Co (“Bruce Entities”). The Restructuring Support Agreement provides for the parties thereto to support the Issuer’s capital restructuring plan pursuant to which the Issuer seeks to consummate a registered exchange offer of its 5.25% convertible senior notes due 2025 and the Notes (collectively, the “Convertible Senior Notes”) for up to 95% of the Issuer’s common shares on a post-restructuring basis. To the extent the registered exchange offer is not consummated, the Restructuring Support Agreement provides for the parties thereto to support the Issuer’s prepackaged plan of reorganization. Once a restructuring of the Issuer occurs either by the registered exchange offer or prepackaged bankruptcy of the Issuer under Chapter 11 of Title 11 of the United States Code, the Restructuring Support Agreement provides that the holders of the Convertible Senior Notes will be entitled to select five of the seven directors of the reorganized Issuer. The description of the terms and conditions of the Restructuring Support Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Restructuring Support Agreement included as Exhibit A hereto.

Page 5 of 17 Pages


CUSIP No.		124661109

Other than as described in this Item 4, the Reporting Persons do not have any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) — (j) of Item 4 of Schedule 13D.

Item 5 Interest in Securities of the Issuer.

(a) As of the date hereof, the Reporting Persons beneficially own 3,359,172 Shares, which are issuable upon the conversion of the Notes. According to the Issuer’s most recent Form 10-Q filed on September 14, 2010, the number of Shares outstanding as of July 31, 2010, was 26,462,957. Assuming full conversion of the Notes beneficially owned by the Reporting Persons, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 11.26% of the total number of Shares outstanding.

(b)(i) Angelo, Gordon may be deemed to have sole power to direct the voting and disposition of the 3,359,172 Shares, which are issuable upon the conversion of the Notes.

(ii) Mr. Angelo may be deemed to have shared power to direct the voting and disposition of the 3,359,172 Shares, which are issuable upon the conversion of the Notes.

(iii) Mr. Gordon may be deemed to have shared power to direct the voting and disposition of the 3,359,172 Shares, which are issuable upon the conversion of the Notes.

(c) Information concerning transactions in the Shares, or securities convertible into, exercisable for, or exchangeable for the Shares, effected by the Reporting Persons during the past sixty days is set forth in Exhibit E hereto and is incorporated by reference herein.

(d) The limited partners of (or investors in) each of the AG Funds participating in the investments described herein have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The disclosure in Item 4 is incorporated herein by reference. Upon entering into the Restructuring Support Agreement, the Reporting Persons and the Bruce Entities may be deemed to be a “group” pursuant to Section 13(d)(3) of the Exchange Act. The Reporting Persons do not expressly affirm membership in a group with the Bruce Entities, and disclaim beneficial ownership of any Shares or Notes held by the Bruce Entities. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons or any of their respective affiliates are the beneficial owners of any Shares or Notes beneficially owned by any of the Bruce Entities for purposes of Section 13(d) of the Exchange Act, the rules promulgated thereunder or for any other purpose.

Except as set forth herein, to the best knowledge of the Reporting Persons there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons enumerated in Item 2 and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the Shares or Notes, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Page 6 of 17 Pages


CUSIP No.		124661109

Item 7. Material to Be Filed as Exhibits.

Exhibit A — Restructuring Support Agreement, dated as of September 14, 2010, by and among the Issuer, certain funds and/or accounts managed or advised by Angelo, Gordon, and certain funds and/or accounts managed or advised by Bruce & Co., incorporated by reference to Exhibit 10.1 of the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on September 14, 2010.

Exhibit B — Joint Filing Agreement, dated as of September 24, 2010, by and among Angelo, Gordon & Co., L.P., John M. Angelo and Michael L. Gordon.

Exhibit C — Power of Attorney granted by John M. Angelo in favor of Kirk Wickman and Joseph Wekselblatt, dated May 12, 2010

Exhibit D — Power of Attorney granted by Michael L. Gordon in favor of Kirk Wickman and Joseph Wekselblatt, dated May 12, 2010.

Exhibit E — Transactions in the Shares of C&D Technologies, Inc. in the Past 60 Days.

Page 7 of 17 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


Date: September 24, 2010	ANGELO, GORDON & CO., L.P.
	By:	AG Partners, L.P.
		Its General Partner

	By:	JAMG LLC
		Its General Partner

	By:	/s/ Kirk Wickman
		Name:	Kirk Wickman
		Title:	Attorney-in-Fact


Date: September 24, 2010	JOHN M. ANGELO
	/s/ Kirk Wickman
	Name:	Kirk Wickman
	Title:	Attorney-in-Fact

Date: September 24, 2010	MICHAEL L. GORDON
	/s/ Kirk Wickman
	Name:	Kirk Wickman
	Title:	Attorney-in-Fact

Page 8 of 17 Pages

EXHIBIT INDEX


		Page No.

B.	Joint Filing Agreement, dated as of September 24, 2010, by and among Angelo, Gordon & Co., L.P., John M. Angelo and Michael L. Gordon		10

C.	Power of Attorney granted by John M. Angelo in favor of Kirk Wickman and Joseph Wekselblatt, dated May 12, 2010		11

D.	Power of Attorney granted by Michael L. Gordon in favor of Kirk Wickman and Joseph Wekselblatt, dated May 12, 2010		14

E.	Transactions in the Shares of C&D Technologies, Inc. in the Past 60 Days		. 17

Page 9 of 17 Pages

EX-99.B 2 c06300exv99wb.htm EXHIBIT B Exhibit B

EXHIBIT B

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Shares of C&D Technologies, Inc. dated as of September 24, 2010, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.


Date: September 24, 2010	ANGELO, GORDON & CO., L.P.
	By:	AG Partners, L.P.
		Its General Partner

	By:	JAMG LLC
		Its General Partner



By:	/s/ Kirk Wickman
Name:		Kirk Wickman
Title:		Attorney-in-Fact


Date: September 24, 2010	JOHN M. ANGELO
	/s/ Kirk Wickman
	Name:	Kirk Wickman
	Title:	Attorney-in-Fact


Date: September 24, 2010	MICHAEL L. GORDON
	/s/ Kirk Wickman
	Name:	Kirk Wickman
	Title:	Attorney-in-Fact

EX-99.C 3 c06300exv99wc.htm EXHIBIT C Exhibit C

EXHIBIT C

POWER OF ATTORNEY

I, JOHN M. ANGELO, do hereby appoint KIRK WICKMAN and JOSEPH WEKSELBLATT, as my true and lawful attorneys-in-fact (each an “Attorney-in-Fact” and, collectively, the “Attorneys-in-Fact”), each, individually or jointly, with full power of substitution and resubstitution, to have full power and authority to act in my name, place and stead and on my behalf to:

execute and deliver for and on behalf of me, in my personal capacity or my capacity as one or more of an officer, director, managing member, or significant stockholder of Angelo, Gordon & Co., L.P., AG Partners, L.P., JAMG LLC or any of their subsidiaries (collectively, the “Company”), documents, certificates, instruments, statements, agreements, reports, schedules, or other filings to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Exchange Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Exchange Act;

do and perform any and all acts for and on behalf of me that such Attorney-in-Fact (in his or her sole discretion) determines may be necessary or desirable to complete and execute any such reports, schedules or other filings and timely file same with the SEC; and

take any other action of any type whatsoever in connection with the foregoing which, in the sole opinion of such Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by me, it being understood that the documents executed by such Attorney-in-Fact on behalf of me pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney-in-Fact may approve in his or her sole discretion.

I hereby ratify and confirm all that the Attorneys-in-Fact shall lawfully do and that they have done or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I acknowledge that the Attorneys-in-Fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, (i) any of my responsibilities to comply with the requirements of the Exchange Act or the Securities Act or any liability for my failure to comply with such requirements, or (ii) any obligation or liability I incur for profit disgorgement under Section 16(b) of the Exchange Act. I further acknowledge that this Power of Attorney does not relieve me from responsibility for compliance with my obligations under the Exchange Act or the Securities Act.

This Power of Attorney shall not revoke any powers of attorney granted by me, nor shall this Power of Attorney be revoked by future powers of attorney I grant. This Power of Attorney shall remain in full force and effect until I am no longer subject to Sections 13 and 16 of the Exchange Act, unless earlier revoked by me in a signed writing delivered to the Attorneys-in-Fact.

I acknowledge receipt of the following language provided in Section 5-1513 of the General Obligations Law of the State of New York (the “Cautionary Language”), provided, however, (1) for the avoidance of doubt, I understand and agree, and affirm that it is my intent, that if any provision contained in the Cautionary Language shall be inconsistent with any of the foregoing provisions of this Power of Attorney, the foregoing provisions shall prevail to the fullest extent permitted by law, and (2) nothing in this Power of Attorney shall be construed as an admission or acknowledgement by me that this Power of Attorney is subject to the requirements of Section 5-1501B of the General Obligations Law of the State of New York:

CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the “principal,” you give the person whom you choose (your “agent”) authority to act on your behalf. You do not lose your authority to act even though you have given your agent similar authority.

When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. “Important Information for the Agent” at the end of this document describes your agent’s responsibilities.

Your agent can act on your behalf only after signing the Power of Attorney before a notary public.

You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located.

You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly.

Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this.”

The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.

If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.

IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:

(1) act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;

(2) avoid conflicts that would impair your ability to act in the principal’s best interest;

(3) keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;

(4) keep a record or all receipts, payments, and transactions conducted for the principal; and

(5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).

You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal’s best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.

Liability of agent: The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.

IN WITNESS WHEREOF, I have executed this Power of Attorney on May 12, 2010.



	Signature:	/s/ John M. Angelo
	Name:	John M. Angelo

ACKNOWLEDGEMENT OF APPOINTMENTS BY ATTORNEYS-IN-FACT:
The undersigned executed this Power of Attorney on May 12, 2010.



	By:		/s/ Kirk Wickman
	Name:		Kirk Wickman
	Title:		Attorney-in-Fact

ACKNOWLEDGEMENT OF APPOINTMENTS BY ATTORNEYS-IN-FACT (con’t):
The undersigned executed this Power of Attorney on May 12, 2010.



	By:		/s/ Joseph Wekselblatt
	Name:		Joseph Wekselblatt
	Title:		Attorney-in-Fact

EX-99.D 4 c06300exv99wd.htm EXHIBIT D Exhibit D

EXHIBIT D

POWER OF ATTORNEY

I, MICHAEL L. GORDON, do hereby appoint KIRK WICKMAN and JOSEPH WEKSELBLATT, as my true and lawful attorneys-in-fact (each an “Attorney-in-Fact” and, collectively, the “Attorneys-in-Fact”), each, individually or jointly, with full power of substitution and resubstitution, to have full power and authority to act in my name, place and stead and on my behalf to: