1
EXHIBIT 10.5
ACETONE SALES AGREEMENT
THIS AGREEMENT, is made effective the first day of January, 1994, by
and between Mt. Xxxxxx Phenol Plant Partnership, a Partnership organized
under the Uniform Partnership Act of the State of Indiana with offices on
Xxxxxxx 00, Xxxxx Xxxx, Xx. Xxxxxx, Xxxxxxx 00000 (hereinafter referred to
as "MTV PHENOL"), JLM Marketing, Inc., a Delaware corporation with offices
at 0000 Xxxxxx Xxxxx Xxxxxxx, Xxxxx, XX 00000 (hereinafter referred to as
JLM") and JLM Industries, Inc., a Delaware corporation with offices at 0000
Xxxxxx Xxxxx Xxxxxxx, Xxxxx, XX 00000.
WHEREAS, MTV PHENOL has previously sold acetone to JLM Industries,
Inc. under a contract dated January 1,1988, (herein after called the "Prior
Agreement") which Prior Agreement was assigned effective September 1, 1994,
by JLM Industries, Inc. to JLM; and
WHEREAS, MTV PHENOL and JLM desire to revise the Prior Agreement; and
WHEREAS, MTV PHENOL has requested JLM Industries, Inc., as guarantor
of JLM's performance under the Prior Agreement to guarantee JLM's
performance under this Acetone Sales Agreement (herein called the
"Agreement").
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein contained, MTV PHENOL agrees to sell and deliver acetone to JLM and
JLM agrees to buy and take acetone from MTV PHENOL and JLM Industries
unconditionally guarantees the performance of JLM hereunder upon the
following terms and conditions hereinafter set forth:
ARTICLE I
DEFINITIONS
1. "Phenol Plant" as used herein means the phenol and acetone
manufacturing facility and related facilities, which have been purchased
from GE by MTV PHENOL and which are more particularly identified in the
Phenol Plant Purchase and Sale Agreement between MTV PHENOL and GE dated
November 1,1987. The Phenol Plant also includes all additions,
modifications, changes, deletions and accessions thereto.
2. "Acetone" shall mean acetone produced in the Phenol Plant.
3. "GE" means General Electric Company, a New York corporation
having an office and mailing address at Xxx Xxxxxxxx Xxxxxx, Xxxxxxxxxx, XX
00000, including all its subsidiaries and affiliates.
2
4. "Fiscal Quarter" means a quarter on the annual fiscal calendar
used by MTV PHENOL.
5. "Fiscal Month" means a month on the annual fiscal calendar used
by MTV PHENOL
6. "Primary Term" means the period starting January 1, 1994 and
ending December 31, 2002.
ARTICLE II
TERM OF CONTRACT
This Agreement shall remain in force and effect for the Primary Term.
Thereafter, this Agreement shall remain in force and effect from calendar
year to calendar year thereafter unless and until this Agreement is
terminated by either party hereto by giving the other party written notice
of termination at least one (1) year in advance of either the end of the
Primary Term or any succeeding calendar year, provided, however, that MTV
PHENOL cannot give any notice of termination as long as JLM (IND.) INC. OR
any other subsidiary or affiliate then controlled by JLM Industries, Inc.
is a partner in MTV PHENOL.
ARTICLE III
QUANTITIES
1. MTV PHENOL will sell and JLM will purchase all of MTV PHENOL's
output of Acetone from the Phenol Plant, including output from future
expansions of said plant, which is in excess of the sale of Acetone from
the Phenol Plant to GE. GE shall have first priority to purchase any
Acetone produced by the Phenol Plant which is: (a) used by GE to
manufacture its own products, (b) swapped by GE to third parties in
exchange for Acetone deliveries by said third parties or their assigns to
GE's Acetone consuming locations, or (c) shipped to or swapped with third
parties by GE for the conversion into products made from Acetone by said
third parties for delivery to and consumption by GE. If Acetone is shipped
as specified in this Article III. (c), above, MTV PHENOL shall notify JLM
of such actions as soon as commercially practical.
ARTICLE IV
DELIVERIES
1. MTV PHENOL will notify JLM at least ten days prior to the
beginning of each Fiscal Month during the term hereof of the quantity
expected to be available for delivery during that Fiscal Month. MTV Phenol
agrees that it will base the quantity to be made available for delivery to
JLM on MTV PHENOL's production, normal inventory levels and GE's offtake
and will not artificially adjust quantities to be taken by JLM based on
prices of Acetone in the market. During the Fiscal Month, JLM must take the
full quantity actually made available by MTV PHENOL. JLM must take delivery
only in barges, rail tank cars or tank trucks arranged for and provided by
JLM. JLM will
- 2 -
3
schedule arrival of transportation equipment so that deliveries can be made
into such equipment in an orderly fashion. JLM shall notify MTV PHENOL at
least five (5) days in advance of the estimated arrival date and provide
identification to MTV PHENOL of each piece of barge equipment. JLM shall
notify MTV PHENOL as soon as commercially practical of the estimated
arrival date and provide identification to MTV PHENOL of each other piece
of transportation equipment. MTV PHENOL shall be obligated to deliver
Acetone only at the rate that its Acetone loading system can reasonably
operate and only during those daylight hours that MTV PHENOL shall notify
JLM from time to time that it plans to operate its Acetone loading
equipment.
2. The loading of Acetone into barges shall be carried out in
accordance with Exhibit B.
3. Title to and risks of loss of the Acetone shall pass to JLM at
the flange connection between MTV PHENOL's loading line and JLM's barge or
rail tank cars or tank trucks as the case may be.
4. Quality shall be based on Exhibit A and determined in accordance
with Exhibit B for barge shipments and from MTV PHENOL's tank samples for
rail tank car or tank truck shipment. Quantities shall be based on MTV
PHENOL's tank measurements for barge shipments and MTV PHENOL's weight for
rail tank car or tank truck shipments. Such measurements for quantity shall
be deemed correct unless proven to be in error by more than one-half
percent (0.5%). If in error, parties shall determine quantity by mutual
agreement.
ARTICLE V
PRICE
1. The "Contract Price" for Acetone sold hereunder shall be the
"Prevailing Market Price" less an allowance equal to *********************
*****************(herein called "Allowance"). The Prevailing Market Price
shall be the price in cents per pound, delivered to domestic customers, at
the time the Contract Price is determined, for domestically produced
acetone sold and purchased in barges between unrelated parties in
quantities of not less than 50 million pounds per year under contracts or
similar arrangements for terms of one year or longer but excluding any
rebates or discounts based on cumulative volume given to those unrelated
purchasers.
2. The Prevailing Market Price for acetone during each calendar
quarter shall be determined by JLM and presented to MTV PHENOL for approval
and determination of the Contract Price within five working days after the
commencement of each such calendar quarter, provided, however, that if the
price for acetone has not been settled in the market within such time, MTV
PHENOL shall not unreasonably withhold its consent to an extension of time
for fixing the Contract Price for such calendar quarter. If the parties
cannot reach agreement on the Prevailing Market Price after negotiation in
good faith, either may request that the Prevailing Market Price be
determined by Chemical Data, Inc. of Houston, Texas, or other nationally
recognized firm of consultants satisfactory to the parties and such firm
shall have five (5) days allowing submission to them of the question for
making a determination of the Prevailing Market Price of
- 3 -
4
acetone and furnishing each party with written notification thereof. If
either party believe such a determination of the market price by such
consultants is inaccurate, it may elect, within twenty (20) days after
receipt of consultants notice of such determination but not afterward, to
refer the matter to arbitration in the manner provided for in Article V.4.
3. Contract Price determined for any calendar quarter within the
term of this Agreement shall be effective as of the beginning of such
calendar quarter. Each such determination shall be made, if possible, prior
to the beginning of the calendar quarter concerned and shall be made in
accordance with Article V.2. Deliveries, in any event shall not be
interrupted because of delayed determination and, pending such
determination, deliveries shall be conditionally billed and paid for on the
basis of the Contract Price last agreed upon or determined, as the case may
be.
4. (a) If a party wishes to submit to arbitration a controversy
under Article V.1. or V.2. of this Agreement, it shall be submitted in
accordance with the provisions of this Article V.4. and pursuant to the
rules of the American Arbitration Association. Such arbitration shall take
place in Connecticut or such other place as the parties may agree. Such
party shall serve its demand for arbitration in writing upon the other
party within the time prescribed for submission. Such demand shall contain
a brief statement of the matter in controversy, the party's position with
respect thereto and the name of one arbitrator. Within then (10) days of
receipt of such demand, the party upon whom it is served shall designate a
second arbitrator in a writing served upon the other party. The arbitrators
so designated, shall select a third arbitrator and the three arbitrators so
selected, all of whom shall be knowledgeable concerning Acetone and its
marketing, shall promptly proceed to hear the matter and, by majority vote,
make a determination and award. Such award shall be final and judgment may
be entered thereon.
(b) The cost of arbitration, including the fees of arbitrators,
shall be borne equally by the parties, except that each party shall pay the
fees and costs of its own counsel and witnesses.
ARTICLE VI
REPORTS AND REOPENER
1. On or before the 25th day of the month following each calendar
quarter during the term of this Agreement, JLM shall furnish MTV PHENOL a
statement in the format specified in Exhibit C, certified by an officer of
JLM, which shall report for the calendar quarter preceding the date of the
statement the data specified in Exhibit C.
2. For the purpose of this statement only the following definitions
shall apply:
(a) "Acetone" shall mean Acetone received by JLM from MTV PHENOL and
Acetone received by JLM from third parties as the result of a swap by JLM
of Acetone received from MTV PHENOL.
(b) "Category I" is the number of pounds of Acetone sold at arms
length by JLM or an Affiliate of JLM to any non-affiliated customer.
- 4 -
5
(c) "Category II" is the number of pounds of Acetone disposed of by
means other than arms length sales, such as, but not limited to, swaps for
material other than Acetone and tolling arrangements.
(d) "Affiliate" shall mean any business entity controlled by JLM, the
parent of JLM, a subsidiary of JLM or a subsidiary of the parent of JLM.
(e) "Sales Type" shall mean each of the three sales type categories
shown on Exhibit C, specifically (1) Exports from USA, (2) Barges, and (3)
Rail and Truck. "Sales Types" shall mean the sum of the three Sales Type.
(f) "Pounds Sold This Quarter (PSTQ)" shall mean the pounds of
Acetone sold to each Sales Type and the total sold to all Sales Types
during the period being reported.
(g) "Average Sales Price Per Pound" (ASP) for each Sales Type and the
total of all Sales Types shall be the amount received by JLM or, if the
sale is by an Affiliate, then the amount received by the Affiliate, during
the period being reported divided by PSTQ.
(h) "Distribution Costs Per Pound" for the total of all Sales Types
shall be the freight charges, surveyor and tankerman fees, track leasing
fees, storage charges at outside terminals, and the lease costs, net of any
mileage or other allowances, of any transportation equipments used in
transporting Acetone all divided by PSTQ. All of the above costs shall only
include those costs that were actually incurred by JLM and that can
reasonably be allocated to the transport of Acetone, all for the period
being reported.
(i) "Net Selling Price Per Pound (NSP)" shall be (g) less (h).
(j) "Net Margin Per Pound (NM)" shall be NSP less the Contract Price.
3. Additional Payments shall be calculated as follows:
(a) The NM for Category I sales and Category II sales shall be the
same and shall be equal to the NM determined for Category I Sales.
(b) If the NM for the combined Category I and II sales is more than
**** cents per pound, JLM shall rebate to MTV PHENOL, ***** percent (**%)
of the amount determined by multiplying total PSTQ by NM less **** cents
per pound.
4. When delivered to MTV PHENOL by JLM, Exhibit C shall be
accompanied by a check for the Additional Payment amount if Additional
Payments as described in VI.3 above apply for that quarter.
5. In the event that NM for Category I sales is less than **** cents
per pound for each of four consecutive quarters or less than a loss of ***
cents per pound for each of two consecutive quarters, JLM may request a
renegotiation of the amount
- 5 -
6
of the Allowance specified in Article VI. The parties will conduct good
faith negotiations to reach agreement on a fair and equitable Allowance
amount. In the event the parties cannot mutually agree on a new Allowance
within 30 days of the initial request, JLM may either terminate this
Agreement upon 60 days written notice or withdraw their request. Withdrawal
of a request to renegotiate shall not prevent JLM from making the request
again in the future.
ARTICLE VII
PAYMENT
1. MTV PHENOL shall invoice JLM once a month for Acetone. The
invoice shall be prepared and dated as of the penultimate Thursday of the
Fiscal Month and be for all shipments made but not yet billed as of the
invoice date.
2. Payment Terms shall be net 50 days. In the event that JLM elects
in writing at least two (2) days prior to the invoice preparation date, JLM
may request that the terms of payment be extended by up to an extra thirty
(30) days beyond the original due date. The payment when made shall include
an interest payment equal to the Prime Interest Rate plus one half of one
percent (.5%) for the extra days requested times the amount of the invoice.
The Prime Interest Rate shall be the rate published in The Wall Street
Journal on the date the invoice was prepared which is The Wall Street
Journal's determination of the base rate on corporate loans posted by at
least 75% of the nation's 30 largest banks. If The Wall Street Journal
publication of the Prime Interest Rate is discontinued the Parties will
mutually agree on a new source for the Prime Interest Rate.
ARTICLE VIII
AUDIT RIGHTS
1. MTV PHENOL shall be entitled from time to time to an audit of the
relevant records relating to Net Margin Per Pound of Acetone sold by JLM by
an independent auditor reasonably agreeable to both parties. The cost of
the audit shall be borne by MTV PHENOL unless the audit determines that the
challenged statement is incorrect, in which case the cost of the audit
shall be borne by JLM. The results of the audit shall be communicated to
both parties. The auditor shall not disclose to MTV PHENOL the names or
prices of JLM's customers. Both parties shall accept the results of the
audit as final.
ARTICLE IX
TAXES
Any services, occupation, sales, or other tax, inspection fee, or the
equivalent of any of same, which are now or hereafter imposed by any
governmental authority, and any increase in the rate of same, upon the
storage, sale, transportation or delivery activities, or other taxable
incident occurring with respect to the Acetone processed and delivered
hereunder, which MTV PHENOL is required to pay or collect, shall be
- 6 -
7
reimbursed by JLM to MTV PHENOL in addition to the price established
herein. This provision does not apply to income or franchise taxes, excess
profit taxes, or taxes measured by net worth.
ARTICLE X
LIMITED WARRANTY
Subject to Article XII, MTV PHENOL warrants title and that the Acetone
supplied under this contract shall conform to the specifications in the
attached Exhibit A. Subject to the preceding sentence, MTV PHENOL MAKES NO
REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO
MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH
RESPECT TO ANY ACETONE SUPPLIED UNDER THIS CONTRACT, whether used alone or
in combination with any other material.
ARTICLE XI
LIMITATIONS OF LIABILITY
1. All claims by JLM for any cause whatsoever (whether such cause be
based in contract, negligence, strict liability, other tort or otherwise)
shall be deemed waived unless made in writing and received by MTV PHENOL
within sixty (60) days after JLM'S receipt of the Acetone in respect to
which such claim is made, or if such claim is for non-delivery of Acetone,
within sixty (60) days after the date upon which such Acetone was to be
delivered, provided that as to any such cause not reasonably discoverable
within such sixty (60) day period (including that discoverable only in
processing, further manufacture, other use or resale) any claim shall be
made in writing and received by MTV PHENOL within one hundred eighty (180)
days after JLM's receipt of the Acetone in respect to which such claim is
made, or within thirty (30) days after JLM learns of the facts giving rise
to such claim, whichever shall first occur. Failure of MTV PHENOL to
receive written notice of any such claim within the applicable applicable
time period shall be deemed an absolute and unconditional waiver by JLM of
such claim irrespective of whether the facts giving rise to such claim
shall have then been discovered or of whether processing, further
manufacture, other use or resale of such Acetone shall have then taken
place.
2. JLM'S EXCLUSIVE REMEDY SHALL BE FOR DAMAGES, AND MTV PHENOL's
TOTAL LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING OUT OF ANY CAUSE
WHATSOEVER (WHETHER SUCH CAUSE BE BASED IN CONTRACT, NEGLIGENCE, STRICT
LIABILITY, OTHER TORT OR OTHERWISE) SHALL IN NO EVENT EXCEED THE PURCHASE
PRICE OF THE ACETONE IN RESPECT TO WHICH SUCH CAUSE ARISES, OR, AT MTV
PHENOL'S OPTION, THE REPAIR OR REPLACEMENT OF SUCH ACETONE, AND IN NO EVENT
SHALL MTV PHENOL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES RESULTING FROM ANY SUCH CAUSE. After delivery of Acetone, MTV
PHENOL shall not be liable for, and JLM assumes liability for, all personal
injury and property damage connected with the handling, transportation,
possession, processing, further manufacture, other use or resale of the
Acetone supplied under this contract, whether such acetone is used above or
in combination with other material.
- 7 -
8
Transportation charges for the return of any Acetone shall not be paid
unless authorized in advance by MTV PHENOL.
3. If MTV PHENOL furnished technical or other advice to JLM whether
or not JLM's request, with respect to processing, manufacture, other use or
resale of any Acetone, MTV PHENOL shall not be liable for, and JLM assumes
all risk of, such advice and the results thereof.
ARTICLE XII
FORCE MAJEURE
1. Deliveries may be suspended by MTV PHENOL in the event of: (a)
Acts of God, war, riot, fire, explosion, accident, flood or sabotage; (b)
lack of adequate fuel, power, raw materials, labor, containers or
transportation facilities; (c) compliance with governmental requests, laws,
regulations, orders or actions; (d) breakage or failure of machinery or
apparatus; (e) national defense requirements; (f) labor trouble, strike,
lockout or injunction which event makes impractical the manufacture or
delivery of the Acetone or of a material upon which the manufacture of
Acetone is dependent; or (g) any other event, whether or not of the class
or kind enumerated herein, beyond the reasonable control of MTV PHENOL.
Deliveries suspended or not made by reason of this article shall be
cancelled without penalty but this Agreement shall otherwise remain
unaffected.
2. Acceptance of deliveries may be suspended by JLM in the event of:
(a) Acts of God, war, riot, fire, explosion, accident, flood or sabotage;
(b) compliance with governmental requests, laws, regulations, orders or
actions; (c) labor trouble, strike, lockout or injunction; or (d) any other
event beyond the reasonable control of JLM, all as such events may impact
the rail, truck or barge delivery of Acetone to or by JLM. If a Force
Majeure event affects one or more of the possible modes of delivery of
Acetone to or by JLM, JLM shall be obligated to take every commercially
practical action which would result in delivery of the Acetone by the
available mode or modes of delivery. A Force Majeure event at a customer of
JLM is not a Force Majeure event in the context of this Agreement.
ARTICLE XIII
PATENTS
Subject to Article XII, MTV PHENOL warrants that the Acetone sold
pursuant to this contract does not infringe any valid U.S. patent. This
warranty is given upon condition that JLM promptly notify MTV PHENOL of any
claim or suit involving JLM in which such infringement is alleged and that,
if MTV PHENOL is affected, JLM permit MTV PHENOL to control completely the
defense or compromise of any such allegation of infringement. MTV PHENOL
does not warrant that the use of the Acetone or any material made
therefrom, whether the Acetone is used alone or in combination with any
other material, will not infringe a patent. MTV PHENOL reserves the right
to terminate MTV PHENOL's warranty under this Article XIV at any time with
respect to any undelivered Acetone, it being agreed that in the event of
such termination JLM may, without penalty, thereafter refuse acceptance of
such undelivered Acetone. MTV
- 8 -
9
PHENOL shall reimburse JLM for any damages and expense incurred as a result
of JLM's defense of a patent infringement suit relating to Acetone.
ARTICLE XIV
USE OF MTV PHENOL'S NAME
JLM, if it in its absolute discretion elects to do so, may state to
its customers or potential customers that it has a supply agreement for
Acetone with MTV PHENOL but JLM shall not represent that it is an agent for
MTV PHENOL or that MTV PHENOL has any responsibility whatsoever to JLM's
customers. Any advertising using MTV PHENOL's name shall be subject to
prior written approval by MTV PHENOL. JLM shall have no right to use GE's
name in any representation regarding Acetone.
ARTICLE XV
ASSIGNMENT
Neither party may (by operation of law or otherwise) assign its rights
or delegate its performance hereunder without the prior written consent of
the other and any attempted assignment or delegation without such consent
shall be void.
ARTICLE XVI
PERFORMANCE
1. JLM undertakes to utilize its best efforts to market Acetone.
Notwithstanding the provisions of Article II, MTV PHENOL may cancel this
contract on 30 days notice if, in MTV PHENOL's sole judgement, any of the
following events occur and MTV PHENOL determines that the event or events
could detrimentally impact the economic benefits that MTV PHENOL receives
from this Agreement:
(a) JLM declares bankruptcy.
(b) JLM is more than three months in arrears in payments due on
invoiced shipments made under this Agreement, unless the due payment is in
dispute relative to a Contract Price determination in accordance with
Articles V or VIII.
(c) Xxxx X. Xxxxxxxxx enters into competition with JLM in the
marketing or sale of Acetone.
(d) JLM commits any material breach of this Agreement and does not
commence to correct the breach within 20 days of being notified of such
breach and have it fully corrected within a reasonable amount of time.
2. JLM shall maintain normal and adequate customer and commercial
records relating to the Acetone business. If this Agreement is cancelled in
accordance with this Article XVI, JLM shall immediately and for a
subsequent period of three months make all records associated with the
Acetone business available for MTV PHENOL
- 9 -
10
review and audit. MTV PHENOL may make notes of such records during any
review but may not make copies.
ARTICLE XVII
MISCELLANEOUS
1. The validity, interpretation and performance of this Agreement
and any dispute connected herewith shall be governed and construed in
accordance with the laws of the State of New York.
2. This Agreement supersedes any and all prior agreements whether
written or oral, that may exist between the parties with respect to.. This
Agreement constitutes the full understanding of the parties, a complete
allocation of risks between them and a complete and exclusive statement of
the terms and conditions of their agreement.
3. No conditions, usage of trade, course of dealing or performance,
understanding or agreement purporting to modify, vary, explain or
supplement the terms or conditions of this contract shall be binding unless
hereafter made in writing and signed by the party to be bound, and no
modification shall be effected by the acknowledgment or acceptance of
purchase order or shipping instruction forms containing terms or conditions
at variance with or in addition to those set forth herein.
4. No waiver by either party with respect to any breach or default
or of any right or remedy and no course of dealing, shall be deemed to
constitute a continuing waiver of any other breach or default or of any
other right or remedy, unless such waiver be expressed in writing signed by
the party to be bound.
ARTICLE XVIII
NOTICES
Notices required or permitted to be given the parties under this
Agreement shall be in writing and shall be sufficiently given when
delivered in person to the recipient described below or when mailed by
registered mail, return receipt requested, postage prepaid, addressed to
the party as follows:
TO MTV PHENOL: Mt. Xxxxxx Phenol Plant Partnership
c/o GE Plastics
0 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: General Manager-Sourcing
- 10 -
11
TO JLM: JLM Marketing, Inc.
0000 Xxxxxx Xxxxx Xxxxxxx
Xxxxx, XX 00000
Attention: President
TO JLM INDUSTRIES, INC: JLM Industries, Inc.
0000 Xxxxxx Xxxxx Xxxxxxx
Xxxxx, XX 00000
Attention: President
or to such address as may be specified from time to time in a written
notice by such party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective representatives thereunto duly authorized
as of the day and year first written above.
MT. XXXXXX PHENOL PLANT
JLM MARKETING, INC. PARTNERSHIP
By: /s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxx
------------------------------ ------------------------------
Xxxx X. Xxxxxxxxx Xxxxxx X. Xxxxx
President Vice President
General Electric Company
JLM INDUSTRIES, INC. By: /s/
------------------------------
By: /s/ Xxxx X. Xxxxxxxxx V.P.
------------------------------ Texas Phenol Plant Partnership
Xxxx X. Xxxxxxxxx
President By: /s/ Xxxx X. Xxxxxxxxx
------------------------------
Xxxx X. Xxxxxxxxx
President
JLM (Ind.) Inc.
- 11 -
