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Exhibit 10.11
AMENDMENT NO. 4 AND JOINDER AGREEMENT
TO
REVOLVING CREDIT AND SECURITY AGREEMENT
THIS AMENDMENT NO. 4 AND JOINDER AGREEMENT ("Amendment") is
entered into as of December 30, 1997, by and among XXXXXX-FIELD HEALTH PRODUCTS,
INC., a corporation organized under the laws of the State of Delaware
("Holdings"), XXXXXX-FIELD, INC., a corporation organized under the laws of the
State of New York ("Field"), XXXXXX-FIELD EXPRESS, INC., a corporation organized
under the laws of the State of Delaware ("Express"), XXXXXX-FIELD TEMCO, INC., a
corporation organized under the laws of the State of New Jersey ("Temco"),
XXXXXX-FIELD DISTRIBUTION, INC., a corporation organized under the laws of the
State of Missouri ("Distribution"), XXXXXX-FIELD BANDAGE, INC., a corporation
organized under the laws of the State of Rhode Island ("Bandage"), XXXXXX-FIELD
EXPRESS (PUERTO RICO), INC., a corporation organized under the laws of the State
of Delaware ("GFPR"), EVEREST & XXXXXXXX, INC., a corporation organized under
the laws of the State of California ("E & J"), LABAC SYSTEMS, INC., a
corporation organized under the laws of the State of Colorado ("LaBac"), MEDICAL
SUPPLIES OF AMERICA, INC., a corporation organized under the laws of the State
of Florida ("Medapex"), HEALTH CARE WHOLESALERS, INC., a corporation organized
under the laws of the State of Georgia ("Health Care"), H C WHOLESALERS, INC., a
corporation organized under the laws of the State of Georgia ("HCW"), CRITICAL
CARE ASSOCIATES, INC., a corporation organized under the laws of the State of
Georgia ("Critical"), LUMEX/BASIC AMERICAN HOLDINGS, INC. (formerly known as
Xxxxx Enterprises, Inc.), a corporation organized under the laws of the State of
Delaware ("Xxxxx"), BASIC AMERICAN MEDICAL PRODUCTS, INC., a corporation
organized under the laws of the State of Georgia ("Basic American"), LUMEX
MEDICAL PRODUCTS, INC., a corporation organized under the laws of the State of
Delaware ("Lumex Medical"), PRISM ENTERPRISES, INC., a corporation organized
under the laws of the State of Delaware ("Prism"), BASIC AMERICAN SALES AND
DISTRIBUTION CO., INC., a corporation organized under the laws of the State of
Delaware ("Basic Distribution"), PRISTECH, INC., a corporation organized under
the laws of the State of Delaware ("Pristech"), LUMEX SALES AND DISTRIBUTION
CO., INC., a corporation organized under the laws of the State of Delaware
("Lumex Distribution") and MUL ACQUISITION CORP. II, a corporation organized
under the laws of the State of Delaware ("Mul Acquisition) (each a "Borrower"
and collectively "Borrowers", and LaBac, Medapex, Health Care, HCW, Critical,
Xxxxx, Basic American, Lumex Medical, Prism, Basic Distribution, Pristech, Lumex
Distribution and Mul Acquisition, each a "New Borrower" and collectively, "New
Borrowers" and all Borrowers other than New Borrowers, "Existing Borrowers"),
the financial institutions which are now or which hereafter become a party to
(collectively, the "Lenders" and individually a "Lender") the Loan Agreement (as
defined below) and IBJ XXXXXXXX BUSINESS CREDIT CORPORATION, a New York banking
corporation ("IBJS"), as agent for Lenders (IBJS, in such capacity, the
"Agent").
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BACKGROUND
Existing Borrowers, Lenders and Agent are parties to a
Revolving Credit and Security Agreement dated as of December 10, 1996, as
amended by an Amendment Letter dated May 15, 1997, Amendment No. 1 dated June
25, 1997, Amendment No. 2 dated July 9, 1997, Amendment No. 3 dated July 9, 1997
and a Letter Amendment dated September 18, 1997 (as further amended,
supplemented or otherwise modified from time to time, the "Loan Agreement")
pursuant to which Lenders provide Borrowers with certain financial
accommodations.
Holdings has formed a subsidiary, GFHP Acquisition Corp.
("GFHP"). Pursuant to the terms of an Agreement and Plan of Merger dated as of
September 5, 1997, as amended as of September 29, 1997, by and among Holdings,
GFHP and Xxxxx Enterprises, Inc. ("Xxxxx Enterprise"), GFHP will be merged with
and into Xxxxx Enterprise and Xxxxx Enterprise will survive the merger as a
wholly-owned subsidiary of Holdings. Thereafter, Xxxxx Enterprise's name will be
changed to Lumex/Basic American Holdings, Inc. In addition, Holdings has
informed Agent that it has purchased LaBac and Medapex.
Holdings has requested that the New Borrowers become Borrowers
under the Loan Agreement and become jointly and severally liable for the
Obligations. Agent and Lenders are willing to permit the New Borrowers to become
Borrowers under the Loan Agreement and to provide financial accommodations to
the New Borrowers thereunder on the terms and conditions hereafter set forth
herein.
NOW, THEREFORE, in consideration of any loan or advance or
grant of credit heretofore or hereafter made to or for the account of Borrowers
by Agent and/or Lenders, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Definitions. All capitalized terms not otherwise defined
herein shall have the meanings given to them in the Loan Agreement.
2. Joinder.
(a) Each of the New Borrowers is added as an
additional Borrower under the Loan Agreement, and all references to "Borrower"
or "Borrowers" thereunder and under all of the Other Documents shall henceforth
be deemed to include each of the New Borrowers.
(b) Each of the New Borrowers hereby adopts the Loan
Agreement and each of the Other Documents and assumes in full, and acknowledges
that it is jointly and severally liable for, the payment, discharge,
satisfaction and performance of all Obligations under the Loan Agreement and the
Other Documents. Without limiting the generality of the foregoing, in order to
secure the prompt payment and performance of the Obligations, each of the New
Borrowers hereby assigns, pledges and grants to Agent for its benefit and for
the ratable benefit of Lenders a continuing security interest in and to all of
its Collateral, whether now owned or existing or hereafter acquired or arising
and wheresoever located.
3. Amendment to Loan Agreement. Subject to satisfaction of the
conditions precedent set forth in Section 4 below, the Loan Agreement is amended
as follows:
(a) The following definitions in Section 1.2 are
amended in their entirety to provide as follows:
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"Maximum Revolving Advance Amount" shall mean
$100,000,000.
"Original Owners" shall mean (i) with respect to
Fuqua, LaBac, Medapex, Field, Express, E & J International and GFPR, Holdings,
(ii) with respect to Temco, Distribution and Bandage, Field, (iii) with respect
to E & J, E & J International, (iv) with respect to E & J Canada, The Xxxxxxxx
Investment Company, a California corporation, (v) with respect to Basic
American, Lumex Medical and Prism, Xxxxx, (vi) with respect to Basic
Distribution, Basic American, (vii) with respect to Pristech, Prism, (viii) with
respect to Lumex Distribution and Mul Acquisition, Lumex Medical and (ix) with
respect to Health Care, HCW and Critical, Medapex.
"Revolving Interest Rate" shall mean an interest rate
per annum equal to (a) the Alternate Base Rate with respect to Domestic Rate
Loans and (b) the sum of the Eurodollar Rate plus one and five-eighths percent
(1.625%) with respect to Eurodollar Rate Loans.
(b) The following definitions are added to Section
1.2:
"Amendment No. 4" shall mean Amendment No. 4 and
Joinder Agreement to Revolving Credit and Security Agreement dated as of
December 30, 1997.
"Amendment No. 4 Effective Date" shall mean the date
all of the conditions set forth in Section 4 of Amendment No. 4 have been
satisfied.
"Basic American" shall mean Basic American Medical
Products, Inc., a Georgia corporation.
"Basic Distribution" shall mean Basic American Sales
and Distribution Co., Inc., a Delaware corporation.
"Critical" shall mean Critical Care Associates, Inc.,
a Georgia corporation.
"Earnings Before Interest and Taxes" shall mean for
any period the sum of (i) net income (or loss) of Borrowers on a Consolidated
Basis for such period (excluding extraordinary gains and losses), plus (ii) all
interest expense of Borrowers on a Consolidated Basis for such period, plus
(iii) all charges against income of Borrowers on a Consolidated Basis for such
period for federal, state and local taxes incurred, plus (iv) for the fiscal
quarter ended December 31, 1997, merger related costs and charges incurred by
Borrowers in connection with the transactions contemplated by the Xxxxx Merger
Agreement and write-offs of purchased in-process research and development costs
(together, the "Non-Recurring Charges"), minus (v) for any fiscal quarter, any
cash payments made during such fiscal quarter with respect to the Non-Recurring
Charges."
"Xxxxx" shall mean Lumex/Basic American Holdings,
Inc., a Delaware corporation.
"Xxxxx Merger Agreement" shall mean the Agreement and
Plan of Merger dated as of September 5, 1997, as amended as of September 29,
1997 by and among Holdings, GFHP and Xxxxx Enterprises, Inc.
"GFHP" shall mean GFHP Acquisition Corp., a Delaware
corporation.
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"HCW" shall mean H C Wholesalers, Inc., a Georgia
corporation.
"Health Care" shall mean Health Care Wholesalers,
Inc., a Georgia corporation.
"LaBac" shall mean LaBac Systems, Inc., a Colorado
corporation.
"Leather Tanning" shall mean and include Irving
Tanning Company, a Delaware corporation, and certain other Subsidiaries of Xxxxx
which are in the business of producing leathers.
"Lumex Distribution" shall mean Lumex Sales and
Distribution Co., Inc., a Delaware corporation.
"Lumex Medical" shall mean Lumex Medical Products,
Inc., a Delaware corporation.
"Medapex" shall mean Medical Supplies of America,
Inc., a Florida corporation.
"Mul Acquisition" shall mean Mul Acquisition Corp.
II, a Delaware corporation.
"Prism" shall mean Prism Enterprises, Inc., a
Delaware corporation.
"Pristech" shall mean Pristech, Inc., a Delaware
corporation.
(c) The reference to "$30,000,000" in Section
2.1(a)(y)(ii) is deleted and replaced with "$40,000,000".
(d) The reference to "five (5)" in the last sentence
of Section 2.2(d) is deleted and replaced with "ten (10)".
(e) The reference to "$10,000,000" in the second
sentence of Section 2.9 is deleted and replaced with "$20,000,000".
(f) A new Section 5.7(d) is added to the Loan
Agreement which provides as follows:
"(d) none of the information described on
Schedule 5.7 could reasonably be expected to have a Material Adverse Effect."
(g) Section 6.6(d) is amended in its entirety and
Section 6.6(e) is added to the Loan Agreement to provide as follows:
"(d) of not less than 1.50 to 1.00 at the
end of the fiscal quarter ending March 31, 1998 with respect to the four (4)
fiscal quarters then ended; and
(e) of not less than 1.75 to 1.00 at the end
of the fiscal quarter ending June 30, 1998, and at the end of each fiscal
quarter thereafter, in each case with respect to the four (4) fiscal quarters
then ended."
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(h) Section 6.7(b) is amended in its entirety to
provide as follows:
"(b) Cause Earnings Before Interest and
Taxes to be equal to or greater than $20,000,000 at the end of the fiscal
quarter ending March 31, 1998, and at the end of each fiscal quarter thereafter,
in each case with respect to the four (4) fiscal quarters then ended."
(i) The following new Section 6.14 is added to the
Loan Agreement:
"6.14 Pledge Agreement. Within ninety (90)
days of the Amendment No. 4 Effective Date, unless Xxxxx has sold Leather
Tanning in accordance with the provisions of Section 7.1(b) hereof, Borrowers
shall provide Agent with pledge agreements on terms and conditions satisfactory
to Agent pursuant to which all of the common stock of Leather Tanning is pledged
to Agent for the ratable benefit of the Lenders as security for the
Obligations."
(j) The following language is added at the end of
Section 7.1(b):
"further, provided, however, Xxxxx may sell
Leather Tanning at any time after the Amendment No. 4 Effective Date provided
that the cash proceeds of any sale are remitted to Agent to be applied to the
Obligations in such order as Agent may in its sole discretion determine and, if
the proceeds of any sale are not in cash, (i) then as such proceeds are
converted to cash, such cash is delivered to Agent to be applied to the
Obligations in such order as Agent may in its sole discretion determine and (ii)
at Agent's option, provided that the non-cash proceeds shall represent at least
twenty-five percent (25.0%) of the total proceeds, the non-cash proceeds shall
be delivered to Agent as collateral security for the Obligations."
(k) The following language is added at the end of
Section 7.1:
"Notwithstanding the provisions of Sections
7.1(a) and (c) above, Holdings may permit the merger of GFHP into Xxxxx and
issue its common stock in connection with such merger, all in accordance with
the terms and conditions of the Merger Agreement."
(l) The following language is added at the end of
Section 7.2:
"or permit any Subsidiary to create or
suffer to exist any Lien or transfer upon or against any of its property or
assets now owned or hereafter acquired, except Permitted Encumbrances."
(m) The following language is added at the end of
Section 7.5:
"further, provided, however, Borrowers may
make additional loans of up to $10,000,000 in the aggregate to Leather Tanning
so long as (i) Leather Tanning is a Subsidiary of Xxxxx, (ii) no Event of
Default has occurred and is continuing prior to and after giving effect to
making such loan (for purposes of determining compliance with Sections 6.6, 6.7
and 6.8 hereof, the covenants set forth in such sections shall be tested on a
pro forma basis as if such loans had been made during the applicable fiscal
period end immediately before the loans had been made) and (iii) upon the sale
of Leather Tanning, such loans are repaid in full."
(n) The following language is added at the end of
Section 7.8:
"and (viii) Indebtedness assumed under the Xxxxx
Merger
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Agreement in an amount not to exceed $67,000,000; provided, however, that all
such indebtedness (other than the amount set forth in Schedule 7.8 hereof),
including all Indebtedness under the Amended and Restated Credit Agreement dated
June 28, 1996 by and among Xxxxx Enterprises, Inc., Sun Trust Bank, Atlanta, and
certain other lenders named therein shall be repaid in full on the Amendment No.
4 Effective Date."
(o) Section 7.17 is amended in its entirety to
provide as follows:
"7.17 Prepayment of Indebtedness. Except as
permitted pursuant to Section 7.18 hereof and except the repayment of the
Indebtedness permitted to be incurred pursuant to Section 7.8(viii) hereof, at
any time, directly or indirectly, prepay any Indebtedness (other than to
Lenders), or repurchase, redeem, retire or otherwise acquire any Indebtedness of
any Borrower."
(p) Schedules 1.2, 4.5, 4.15(c), 4.19, 5.2(a),
5.2(b), 5.4, 5.6, 5.7, 5.8(b) and 5.8(d) and Exhibit 2.1(a) to the Loan
Agreement are replaced with Schedules 1.2, 4.5, 4.15(c), 4.19, 5.2(a), 5.2(b),
5.4, 5.6, 5.7, 5.8(b) and 5.8(d) and Exhibit 2.1(a), respectively, to this
Amendment and Schedule 7.8 to this Amendment is added as Schedule 7.8 to the
Loan Agreement.
(q) Upon the Amendment No. 4 Effective Date, the
Commitment Percentage of each Lender shall be adjusted to be the percentage set
forth below such Lender's name on the signature pages hereof.
4. Conditions of Effectiveness. This Amendment shall become
effective upon satisfaction of the following conditions precedent:
(i) Agent shall have received six (6) copies of this
Amendment duly executed by each Borrower and a Guaranty
Confirmation duly executed by Guarantor;
(ii) Agent shall have received the executed Amended
and Restated Revolving Notes in the form attached hereto as
Exhibit 2.1(a);
(iii) Each document (including, without limitation,
any Uniform Commercial Code financing statement) required by
the Loan Agreement or under law or reasonably requested by
Agent to be filed, registered or recorded in order to create,
in favor of Agent for its benefit and for the ratable benefit
of the Lenders, a perfected security interest in or lien upon
the Collateral owned by each of the New Borrowers shall have
been properly filed, registered or recorded in each
jurisdiction in which the filing, registration or recordation
thereof is so required or requested, and Agent shall have
received an acknowledgment copy, or other evidence
satisfactory to it, of each such filing, registration or
recordation and satisfactory evidence of the payment of any
necessary fee, tax or expense relating thereto;
(iv) Agent shall have received a copy of the
resolutions in form and substance reasonably satisfactory to
Agent, of the Board of Directors of (x) each of the New
Borrowers authorizing (1) the execution, delivery and
performance of this Amendment and (2) the granting by each of
the New Borrowers of the Liens upon the Collateral, certified
by the Secretary or an Assistant Secretary of each of the New
Borrowers as of the date of this Agreement; and (y) of all
Existing Borrowers authorizing (1) the execution, delivery and
performance of this
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Agreement and (2) the addition of each of the New Borrowers as
a "Borrower" under the Loan Agreement; and, such certificates
shall state that the resolutions thereby certified have not
been amended, modified, revoked or rescinded as of the date of
such certificate;
(v) Agent shall have received a copy of the Articles
or Certificate of Incorporation of each of the New Borrowers,
and all amendments thereto, certified by the Secretary of
State or other appropriate official of its jurisdiction of
incorporation together with copies of the By-Laws of each of
the New Borrowers certified as accurate and complete by the
Secretary or an Assistant Secretary of each of the New
Borrowers;
(vi) Agent shall have received good standing
certificates for each of the Borrowers dated not more than
thirty (30) days prior to the date of this Agreement, issued
by the Secretary of State or other appropriate official of
each of the Borrowers' jurisdiction of incorporation and each
jurisdiction where the conduct of each of the Borrowers'
business activities or the ownership of its properties
necessitates qualification;
(vii) Agent shall have received the executed legal
opinion of Milbank, Tweed, Xxxxxx & XxXxxx, Xxxxxxx Xxxxxxx,
Esq. and Stikeman Elliot in form and substance satisfactory to
Agent regarding the due authorization, enforceability and
validity of this Amendment, the Affirmation of Guaranty and
the transactions contemplated herein;
(viii) Agent shall have received in form and
substance satisfactory to Agent, certified copies of each of
the New Borrowers' casualty insurance policies, together with
loss payable endorsements on Agent's standard form of loss
payee endorsement naming Agent as loss payee, and certified
copies of each of the New Borrowers' liability insurance
policies, together with endorsements naming Agent as a
co-insured;
(ix) Agent shall have received any and all Consents
necessary to permit the effectuation of the transactions
contemplated by this Agreement; and, Agent shall have received
such Consents and waivers of such third parties as might
assert claims with respect to the Collateral, as Agent and its
counsel shall deem necessary;
(x) Agent shall have received a letter from BIL
consenting to the transactions contemplated by this Amendment;
(xi) Agent shall have received (i) the Fee Letter
dated the date hereof executed by Borrowers and (ii) payment
of the line increase fee referenced in such Fee Letter;
(xii) Agent shall have received (i) final executed
copies of the Xxxxx Merger Agreement and all related
agreements, documents and instruments as in effect on the
Amendment No. 4 Effective Date and the transactions
contemplated by such documentation shall be consummated
without waiver of any conditions precedent including, without
limitation, the merger of GFHP into Xxxxx Enterprises, Inc.
and the subsequent name change to Lumex/Basic American
Holdings, Inc. and (ii) certificates of the appropriate
authorities evidencing such
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merger and name change; and
(xiii) Agent shall have received such other
certificates, instruments, documents and agreements as may
reasonably be required by Agent or its counsel, each of which
shall be in form and substance satisfactory to Agent and its
counsel.
5. Representations and Warranties. Each Borrower hereby
represents and warrants as follows:
(a) This Amendment and the Loan Agreement, as amended
hereby, constitute legal, valid and binding obligations of Borrowers and are
enforceable against Borrowers in accordance with their respective terms.
(b) Upon the effectiveness of this Amendment, each
Borrower hereby reaffirms all covenants, representations and warranties made in
the Loan Agreement to the extent the same are not amended hereby and agree that
all such covenants, representations and warranties shall be deemed to have been
remade as of the effective date of this Amendment.
(c) No Event of Default or Default has occurred and
is continuing or would exist after giving effect to this Amendment.
(d) Borrowers have no defense, counterclaim or offset
with respect to the Loan Agreement.
6. Effect on the Loan Agreement.
(a) Upon the effectiveness of Section 3 hereof, each
reference in the Loan Agreement to "this Agreement," "hereunder," "hereof,"
"herein" or words of like import shall mean and be a reference to the Loan
Agreement as amended hereby.
(b) Except as specifically amended herein, the Loan
Agreement, and all other documents, instruments and agreements executed and/or
delivered in connection therewith, shall remain in full force and effect, and
are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of Agent
or Lenders, nor constitute a waiver of any provision of the Loan Agreement, or
any other documents, instruments or agreements executed and/or delivered under
or in connection therewith.
(d) The Obligations under the Loan Agreement as
amended pursuant to this Amendment benefit fully from all collateral security
and guaranties with respect thereto.
7. Governing Law. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns and shall be governed by and construed in accordance with the laws of
the State of New York.
8. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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9. Counterparts. This Amendment may be executed by the parties
hereto in one or more counterparts, each of which shall be deemed an original
and all of which when taken together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, this Amendment has been duly executed as
of the day and year first written above.
XXXXXX-FIELD HEALTH PRODUCTS, INC.
XXXXXX-FIELD, INC.
XXXXXX-FIELD EXPRESS, INC.
XXXXXX-FIELD TEMCO, INC.
XXXXXX-FIELD DISTRIBUTION, INC.
XXXXXX-FIELD BANDAGE, INC.
XXXXXX-FIELD EXPRESS (PUERTO RICO), INC.
EVEREST & XXXXXXXX, INC.
LABAC SYSTEMS, INC.
MEDICAL SUPPLIES OF AMERICA, INC.
HEALTH CARE WHOLESALERS, INC.
H C WHOLESALERS, INC.
CRITICAL CARE ASSOCIATES, INC.
LUMEX/BASIC AMERICAN HOLDINGS, INC.
BASIC AMERICAN MEDICAL PRODUCTS, INC
LUMEX MEDICAL PRODUCTS, INC.
PRISM ENTERPRISES, INC
BASIC AMERICAN SALES AND DISTRIBUTION
CO., INC.
PRISTECH, INC.
LUMEX SALES AND DISTRIBUTION CO., INC.
MUL ACQUISITION CORP. II
By: /s/ Xxxx X. Xxxxxx
____________________________________
Xxxx X. Xxxxxx, Vice President
of each of the foregoing corporations
ATTEST:
/s/ Xxxxxxx X. Xxxxxxx
__________________________________
Xxxxxxx Xxxxxxx, Secretary
of each Existing Borrower, LaBac, Medapex,
Health Care, HCW and Critical
/s/ Xxxxxxx Xxxxxxxxx
__________________________________
Xxxxxxx Xxxxxxxxx, Secretary of each
New Borrower other than LaBac, Medapex,
Health Care, HCW and Critical
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IBJ XXXXXXXX BUSINESS CREDIT CORPORATION,
as Lender and as Agent
By: /s/ Xxxxx X. Xxxxxx
_________________________________________
Xxxxx X. Xxxxxx, Vice President
Xxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Commitment Percentage: 25.00%
NATIONAL CITY COMMERCIAL FINANCE, INC.
By: /s/ The Bank
_______________________________________
Name: _______________________________________
Title:_______________________________________
0000 Xxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxx 00000
Commitment Percentage: 25.00%
BTM CAPITAL CORPORATION
By: /s/ The Bank
_______________________________________
Name: _______________________________________
Title:_______________________________________
000 Xxxxxx Xxxxxx, Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Commitment Percentage: 25.00%
DEUTSCHE FINANCIAL SERVICES CORPORATION
By: /s/ The Bank
_______________________________________
Name: _______________________________________
Title:_______________________________________
Address:_____________________________________
_____________________________________________
Commitment Percentage: 25.00%
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