THIRD AMENDMENT TO
SECURED LOAN AGREEMENT
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PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
Borrower
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CORESTATES BANK, N.A.
Agent
CORESTATES BANK, N.A.
MIDLANTIC BANK, N.A., and
PNC BANK, NATIONAL ASSOCIATION
Lenders
August 29, 1996
THIRD AMENDMENT TO
SECURED LOAN AGREEMENT
THIS THIRD AMENDMENT ("this Third Amendment"), made this
29th day of August, 1996, by and among PENNSYLVANIA REAL ESTATE INVESTMENT
TRUST, an unincorporated association in business trust form ("Borrower"), and
CORESTATES BANK, N.A., a national banking association ("Agent") in its
individual capacity as a Lender (in which individual capacity it is referred to
herein as "CoreStates") and as Agent for itself and MIDLANTIC BANK, N.A.
("Midlantic"), and PNC BANK, NATIONAL ASSOCIATION ("PNC") (CoreStates, Midlantic
and PNC are individually referred to herein as a "Lender" and collectively
referred to as "Lenders").
BACKGROUND
A. Borrower, Agent and Lenders are parties to a Secured Loan
Agreement dated November 9, 1994, as amended by a First Amendment to Secured
Loan Agreement dated March 20, 1995 and a Second Amendment to Secured Loan
Agreement dated April 25, 1995 (the "1994 Loan Agreement") pursuant to which
Lenders severally, in accordance with their respective Pro Rata Shares, agreed
to advance $35,000,000 to Borrower. All capitalized terms used but not
specifically defined herein have the meanings defined in the 1994 Loan
Agreement.
B. CoreStates has heretofore acquired all of the inter- ests and
obligations of Meridian Bank ("Meridian") in, to and under the Loans and all
Loan Documents.
C. Borrower, Agent and Lenders desire to modify certain of the terms
and provisions of the 1994 Loan Agreement, as set forth below.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants set forth herein, the parties hereto, intending to be legally bound,
agree as follows:
ARTICLE 1
DEFINITIONS; CERTAIN RULES OF CONSTRUCTION
1.1 Defined Terms. Each of the terms listed below shall have the
meaning herein ascribed to it for the purposes hereof and for each of the Loan
Documents:
"Consolidated Liabilities" means, at any time, the sum of (i)
all liabilities of Borrower, determined in accordance with
GAAP, plus (ii) Borrower's applicable Percentage Interest in the total
liabilities of each Venture, exclusive of any amount included in clause (i) plus
(iii) the aggregate amount of indebtedness incurred in connection with
construction in progress by Borrower or any wholly-owned subsidiary and
Borrower's applicable Percentage Interest in all such indebtedness incurred by
each Venture, to the extent any such indebtedness referred to in this clause
(iii) is not included in clauses (i) and (ii).
"Consolidated NOI" means, at any time, Funds From Operations,
plus Interest Expense (from the most recent Company- Prepared Consolidated
Financial Statements), which sum shall be appropriately adjusted on a rolling
four Fiscal Quarter historical basis by the gross revenues and operating
expenses for each income-producing property that was placed in service or
disposed of by Borrower, by any wholly-owned subsidiary of Borrower, or by any
Venture, during such period of four Fiscal Quarters. For any property placed
in service after the acquisition of such property, the gross revenues and
operating expenses thereof shall be measured on a pro-forma basis until
Borrower, in the good faith exercise of its business judgment, determines that
actual gross revenues and operating expenses have stabilized. Borrower's
determination that actual revenues and operating expenses have stabilized
shall be subject to Lender's reasonable approval. Adjustments as a result of
the disposal of any property shall be made on the basis of the actual gross
revenues and operating expenses for such property.
"Contingent Liabilities" means, at any time, the sum of (i) all
indebtedness of Borrower for borrowed monies (other than indebtedness for
which Borrower's liability is limited solely to specific assets of Borrower
that are financed by such indebtedness) plus (ii) all indebtedness of others
for borrowed monies, to the extent that payment of such monies is guarantied
by Borrower (excluding Borrower's Guaranty of its Percentage Interest in the
Venture known as Laurel Mall Associates) minus (iii) any amounts included
within the definition of "Consolidated Liabilities."
"NOI" means Borrower's, plus Borrower's applicable Percentage
Interest of each Venture's, gross revenue minus operating and servicing
expenses derived from the operation by Borrower, or by any wholly-owned
subsidiary or Venture, of income-producing property wholly-owned by Borrower,
a subsidiary of Borrower or Venture during, and as shown on the financial
statements for, the Last Reported Fiscal Year, before Interest Expense,
depreciation and amortization.
"Permitted Lien" means (i) liens for taxes, assess- ments or
governmental charges or claims which are not overdue or which are being
contested in good faith by appropriate proceedings
(2)
promptly instituted and diligently conducted, if a reserve or other appropriate
provision, if any, as shall be required by GAAP shall have been made therefor;
(ii) statutory liens of carriers, warehousemen, mechanics, materialmen,
repairmen, suppliers and other like liens incurred in the ordinary course of
business for sums not yet delinquent or being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted, if a
reserve or other appropriate provision, if any, as shall be required by GAAP
shall have been made therefor; (iii) liens (other than any lien imposed by
ERISA) incurred or deposits made in the ordinary course of business in
connection with workers' compensation or unemployment insurance and other types
of social security; (iv) liens incurred or deposits made to secure the
performance of tenders, statutory obligations, surety and appeal bonds, bids,
leases, government contracts, performance and return-of-money bonds and other
similar obligations incurred in the ordinary course of business (exclusive of
obligations for the payment of borrowed money); (v) any judgment lien; provided
that, within 45 days after the entry of the judgment secured thereby, such
judgment shall be discharged or execution thereof shall be stayed pending
appeal; and further provided that such judgment shall be discharged within 45
days after the expiration of any such stay; (vi) the rights of tenants under
leases or subleases not interfering with the ordinary conduct of the Business of
Borrower; (vii) easements, rights-of-way, encroachments, zoning provisions,
covenants, conditions, restrictions and other similar charges, encumbrances and
governmental restrictions not interfering with the ordinary conduct of the
business of Borrower; and (viii) liens created pursuant to the Loan Documents.
"Pro Forma Debt Service" means, with respect to any period of
time, the aggregate amount of principal payments and interest during such
period on Consolidated Liabilities, calculated using the greater of (i) Actual
Debt Service or (ii) the amount of interest and principal payable, based on a
25 year amortization schedule, on the principal amounts of such long term debt
at a rate of interest equal to the current yield to maturity of United States
Treasury obligations having a 10 year maturity plus two percent per annum,
exclusive of the amount of any final payment of principal which would exceed
the periodic payments of principal on such debt.
"Revolving Credit Agreement" means the Revolving Credit and
Term Loan Agreement dated August 29, 1996, executed by Borrower and
CoreStates, and as the same may in the future be amended.
"Unencumbered Property Pool" means, at any time, (i) those
Properties that are part of the Initial Unencumbered Property Pool and are
then unencumbered and wholly-owned by Borrower and (ii)
(3)
all Substituted Unencumbered Properties, as defined in the Revolving Credit
Agreement, that are then unencumbered and wholly-owned by Borrower, but
excluding from the Properties identified in clauses (i) and (ii) (A) such
Properties as are necessary in order that the combined average occupancy rate of
the Unencumbered Property Pool, as of the last day of the most recently
concluded Fiscal Quarter, is not less than 80% and (B) such other Properties
that may have been withdrawn by Borrower pursuant to Section 3.3 of the
Revolving Credit Agreement.
"Venture" means each partnership, joint venture or other entity
in which Borrower or any wholly-owned subsidiary of Borrower has a 50% or more
beneficial, or other controlling, ownership interest.
1.2 Construction of Definitions. All terms defined herein shall be
construed to include the plural or the singular, and references to persons in
the masculine or neuter gender shall refer to all persons or entities, as the
context requires. If any term defined in the 1994 Loan Agreement is defined
differently in this Third Amendment, the definition contained in this Third
Amendment shall amend and replace the definition of such term that is
contained in the 1994 Loan Agreement.
1.3 Other Terms. The words "herein", "hereof", "hereunder" and other
words of similar import refer to this Third Amendment as a whole, including
the exhibits hereto, as the same may from time to time be amended, modified or
supplemented, and not to any particular section, subsection or clause
contained in this Third Amendment. Any reference to an "Article", a "Section",
an "Exhibit" or "Schedule" shall refer to the relevant Article of, Section of,
Exhibit to or Schedule to this Third Amendment, unless otherwise specifically
indicated.
ARTICLE 2
BORROWER'S REPRESENTATIONS AND WARRANTIES.
Borrower represents and warrants to each Lender that all of the
representations and warranties contained in the 1994 Loan Agreement are true
and correct as if made on and as of the date hereof and after giving effect to
this Third Amendment, subject to the following:
2.1 Schedules 4.1.4 and 4.1.8 of the 1994 Loan Agreement is hereby
deleted and replaced by Schedules A and B, annexed hereto; and
(4)
2.2 Section 4.1.8 of the 1994 Loan Agreement is hereby amended by
deleting the text preceding Section 4.1.8.1 and substituting the following in
its place:
"4.1.8 Environmental. Except as set forth in Schedule 4.1.8 and
as identified in the reports provided to Lender pursuant to Section 6.1.25 of
the Revolving Credit Agreement, or where failure to comply would not have or
result in a Materially Adverse Effect on Borrower or the conduct of Borrower's
Business, (which knowledge with respect to the Mortgaged Properties is based
upon the environmental studies prepared for Borrower and delivered to Agent
and Lenders in connection with the execution of this Agreement):"
ARTICLE 3
AFFIRMATIVE COVENANTS
The following Sections of the 1994 Loan Agreement are hereby amended
as follows:
3.1.1 Section 5.1.1 of the 1994 Loan Agreement is hereby amended by
deleting the entire text thereof and substituting the following in its place:
"5.1.1. Maintain the ratio of (a) Consolidated Liabilities, as
reported in Borrower's most recent Company-Prepared Consolidated Financial
Statements, plus, without duplication, Contingent Liabilities minus the amount
of Cash and cash equivalents of Borrower plus Borrower's Percentage Interest
in Cash and Cash Equivalents of the Ventures as so reported to (b)
Consolidated NOI at no more than 7.25 to 1;"
3.1.2. Section 5.1.3 of the 1994 Loan Agreement is hereby amended by
deleting the entire text thereof and substituting the following in its place:
"5.1.3 Maintain NOI generated by the Unencumbered Property Pool
("Unencumbered NOI") at not less than $8,830,000 (the "Unencumbered NOI
Standard") to be tested quarterly on a rolling four Fiscal Quarter historical
basis, and cause the ratio of Senior Liabilities to Unencumbered NOI to be no
more than 7.9 to 1 to be tested annually on and as of the last day of each
Fiscal Year upon Borrower's submission of Project Specific Information;
provided that if the Unencumbered NOI shall be less than $9,500,000 (which
number shall be reduced proportionally with any reduction of the Unencumbered
NOI Standard as provided below), the Revolving Credit (and, as a result
thereof, the Commitment Amount) shall be reduced by
(5)
the product of (i) $7.90 multiplied by (ii) $9,500,000 (which number shall be
reduced proportionally with any reduction of the Unencumbered NOI Standard as
provided below) minus the Unencumbered NOI; and provided further that if a
Property that was part of the Unencumbered Property Pool is sold in a bona fide
transaction to a Person who is not an Affiliate of Borrower, the Unencumbered
NOI Standard shall be reduced, effective as of the end of the most recently
concluded Fiscal Quarter, by the NOI of the Property so sold during the last
four Fiscal Quarters that such Property was owned by Borrower, but in no event
shall the required Unencumbered NOI ever be less than $7,000,000 (which number
shall be reduced proportionally with any reduction of the Unencumbered NOI
Standard as provided below). Any reduction of the Revolving Credit (and the
Commitment Amount) resulting pursuant to this Section 5.1.3 shall continue in
effect until the next quarterly calculation is made pursuant to this Section
5.1.3, at which time such reduction shall be reversed by an amount commensurate
with any increase in Unencumbered NOI. The Unencumbered NOI Standard shall also
be reduced, effective as of the end of the most recently concluded Fiscal
Quarter, each time Borrower makes prepayments of the principal of one or more
Term Loans, or reduces the Commitment Amount, or both, in an aggregate amount
that is at least $1,000,000, each such reduction of the Unencumbered NOI
Standard to be equal to the quotient of the sum of such payments of principal
and reductions of the Commitment Amount divided by 7.9, and provided that after
total principal payments have been made on one or more Term Loans pursuant to
Section 2.1.3.2 in an aggregate amount of $1,000,000, subsequent payments of
principal made pursuant to Section 2.1.3.2 shall be counted in the $1,000,000
amount required for reductions in the Unencumbered NOI Standard as provided
herein.
3.1.3 Section 5.1.4 of the 1994 Loan Agreement is hereby amended by
deleting the entire text thereof and substituting the following in its place:
"5.1.4 Maintain Tangible Net Worth at not less than
$115,000,000, or such larger amount determined by adding thereto amounts equal
to 75% of the gross proceeds from Borrower's sale of equity securities from
time to time, exclusive of gross proceeds used in any acquisition of
intangible assets."
3.1.4 Section 5.1.5 of the 1994 Loan Agreement is hereby amended by
deleting the ratio "1.5 to 1" and substituting in its place the ratio "1.4 to
1;"
3.1.5 Section 5.1.6 of the 1994 Loan Agreement is hereby amended by
deleting the ratio "1.35 to 1" and substituting in its place the ratio "1.25
to 1;"
(6)
3.1.6 Section 5.1.9 of the 1994 Loan Agreement is hereby amended by
deleting the entire text thereof and substituting the following in its place:
"5.1.9 Deliver to Lender, within 120 days after the end of each
Fiscal Year, audited consolidated financial statements of Borrower, including
an income and expense statement, balance sheet and schedule of sources and
uses of funds, which financial statements shall include the unqualified
opinion of Xxxxxx Xxxxxxxx & Co. or another national firm of certified public
accountants reasonably acceptable to Lender; provided that if such financial
statements are prepared by another national firm of certified public
accountants that is reasonably acceptable to Lender, such statements may
include a qualification with respect to the results of prior fiscal years for
which such other accountants were not engaged by Borrower, and provided that
no opinion of any accountant shall be considered to be qualified merely
because such accountants have relied upon financial statements or opinions
prepared or issued by or on behalf of the Ventures;"
3.1.7 Section 5.1.15 of the 1994 Loan Agreement is hereby amended by
deleting the entire text thereof and substituting the following in its place:
"5.1.15 Promptly defend all actions, proceedings or claims
which would have a Materially Adverse Effect on Borrower or Borrower's
Business and promptly notify Lender of the institution of, or any change in,
any such action, proceeding or claim if the same is in excess of $1,000,000
(other than claims covered by insurance in the ordinary course of business and
booked on Borrower's balance sheet), or would have a Materially Adverse Effect
on the financial condition of Borrower or its property if adversely
determined;"
3.1.8 Section 5.1.17 of the 1994 Loan Agreement is hereby amended by
deleting the entire text thereof and substituting the following in its place:
"5.1.17 Maintain or cause to be maintained each Property in
good condition and repair, reasonable wear and tear excepted, making as and
when necessary, all material repairs of every nature;"
3.1.9 Section 5.1.19 of the 1994 Loan Agreement is hereby amended by
deleting the entire text thereof and substituting the following in its place:
"5.1.19 Promptly after Borrower becomes aware that any such
event has occurred, Borrower shall notify Lender of: (i) the
(7)
occurrence or imminent occurrence of any event which causes or would imminently
cause (A) any material adverse change in the Business, property, prospects or
financial condition of Borrower (B) any representation or warranty made by
Borrower hereunder to be untrue, incomplete or misleading in any material
respect, or (C) the occurrence of any other Event of Default or Unmatured Event
of Default hereunder; and (ii) the institution of, or the issuance of any order,
judgment, decree or other process in, any litigation, investigation,
prosecution, proceeding or other action by any governmental authority or other
Person against Borrower and that does, or could, have a Materially Adverse
Affect upon Borrower;"
3.1.10 Section 5.1.21(i) of the 1994 Loan Agreement is hereby
amended by deleting the entire text thereof and substituting the following in
its place:
"5.1.21 Maintain or cause to be maintained insur- ance on the
Properties in such amounts, against such hazards and liabilities, and with
such companies as is consistent with sound business practices, including
without limitation:
(i) Insurance against loss to the Properties on an "all
risk" policy form, covering insurance risks no less broad than those covered
under a Standard Multi Peril (SMP) policy form, which contains a Commercial
ISO "Causes of Loss-Special Form," in the then current form, and such other
risks as Lender may reasonably require, in amounts equal to the full
replacement cost of the Properties including fixtures and equipment,
Borrower's interest in leasehold improvements, and the cost of debris removal,
with an agreed amount endorsement, and with deductibles of not more than
$50,000, except that any deductibles for any insurance covering damage by
windstorm may be in amounts up to five percent (5%) of the value of the
Property insured;"
3.1.11 Section 5.1.21.1 of the 1994 Loan Agreement is hereby amended
by deleting the entire text thereof and substituting the following in its
place:
"5.1.21.1 Maintain the Unencumbered Property Pool free from any
mortgage, lien, pledge, charge, security interest or other encumbrance,
whether voluntary or involuntary, except for Permitted Liens and the
Mortgages, as defined in the Revolving Credit Agreement;"
3.1.12 Section 5.1.23 of the 1994 Loan Agreement is hereby amended
by deleting the entire text thereof and substituting the following in its
place:
(8)
"Maintain the Mortgaged Properties free of all liens and
encumbrances, other than the Mortgages and those liens and encumbrances that
are exceptions to the title insurance policies issued pursuant to Section
3.1.10 hereof, and other than Permitted Liens;"
3.1.13 Section 6.1.1 of the 1994 Loan Agreement is hereby amended by
deleting the entire text thereof and substituting the following in its place:
"6.1.1 Except for (i) the indebtedness incurred by Borrower
pursuant to the Revolving Credit Agreement, (ii) the Guaranties, (iii) secured
liabilities for which the obligee's recourse is limited solely to the specific
asset or assets that are encumbered (which limitation may be subject to
customary exceptions), (iv) indebtedness heretofore incurred by Xxxxxx Park
Mall Venture in favor of Midlantic Bank, N.A. and guarantied by Borrower, and
(v) indebtedness heretofore incurred by Laurel Mall Associates in the amount
of $30,200,000 that is guarantied by Borrower, create, assume, incur or
otherwise become liable under Consolidated Liabilities or Contingent
Liabilities in amounts in excess of $10,000,000 in the aggregate after the
date hereof;"
3.1.14 Section 6.1.3 of the 1994 Loan Agreement is hereby
amended by deleting the entire text thereof and substituting the
following in
its place:
"6.1.3 Change the general character of Borrower's Business from
that in which it is currently engaged; enter into proceedings in total or
partial dissolution; merge or consolidate with or into any entity, or acquire
all or substantially all of the assets or securities of any other Person,
unless Borrower remains the surviving entity and such other Person is engaged
primarily in the business of owning and operating shopping centers or
multi-family residential income-producing properties;"
3.1.15 Section 6.1.5 of the 1994 Loan Agreement is hereby amended by
deleting the entire text thereof and substituting the following in its place:
"6.1.5 Except as described in Schedule 4.1.8, use, generate,
treat, store, dispose of, or otherwise introduce any Hazardous Substances,
pollutants, contaminants, hazardous waste, residual waste or solid waste (as
defined above) into or on any of the Properties and will not cause, suffer,
allow, or permit anyone else to do so in material violation of any
Environmental Law, and will not knowingly acquire, or permit any subsidiary of
Borrower or any Venture to knowingly acquire, any Property on which any
Hazardous
(9)
Substance, pollutant, contaminant, hazardous waste, residual waste or solid
waste has been used, generated, treated, stored, disposed of or otherwise
introduced in violation of any Environmental Law; provided that such a Property
may be acquired if Borrower has received (i) a final remediation plan, prepared
by a qualified environmental engineer, for the remediation of the violative
environmental situation, Borrower's direct or indirect liability for the cost of
which remediation is reasonably estimated to be less than $1,000,000 or (ii) the
written consent of Lender;"
3.1.16 Section 6.1.7 of the 1994 Loan Agreement is hereby amended by
deleting the entire text thereof and substituting the following in its place:
"6.1.7 Agree with any other Person not to encumber, whether by
mortgage, lien, pledge, charge, security interest, or other encumbrance, any
parcel of the Unencumbered Property Pool, except as provided in the Revolving
Credit Agreement."
3.1.17 Section 7.1.3 of the 1994 Loan Agreement is hereby amended by
deleting the entire text thereof and substituting the following in its place:
"7.1.3 The occurrence of any unwaived "Event of Default" as
defined in the Revolving Credit Agreement."
ARTICLE 4
MISCELLANEOUS
4.1 Consent to Transfer. Borrower, Agent, Midlantic and PNC hereby
consent to the transfer to CoreStates of Meridian Bank's interests and
obligations described in Paragraph B of the Background to this Third
Amendment.
4.2 Notices. Henceforth, notices to Midlantic shall be addressed as
follows:
If to Midlantic: Midlantic Bank, N.A.
Xxxxxx Xxxxxxx, Vice President
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Telecopier: (000) 000-0000
(10)
A copy of notice to
Borrower shall be sent to: Xxxxxx X. Xxxx, Esq.
Drinker Xxxxxx & Xxxxx
1100 PNB Building
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Telecopier: (000) 000-0000
4.3 Partial Invalidity. If any provision of this Second Amendment
shall for any reason be held to be invalid or unenforceable, such invalidity
or unenforceability shall not affect any other provision hereof, but this
Second Amendment shall be construed as if such invalid or unenforceable
provision had never been contained herein.
4.4 Headings. The heading of any Article or Section contained in
this Third Amendment is for convenience of reference only and shall not be
deemed to amplify, limit, modify or give full notice of the provisions
thereof.
4.5 1994 Loan Agreement. Except as specifically modified hereby, the
1994 Loan Agreement remains in full force and effect, in accordance with its
terms. Borrower represents to and agrees with Agent and Lenders that as of
this date, Borrower has no defense, set-off or counter-claim to or against any
of Borrower's obligations or liabilities under the 1994 Loan Agreement or any
of the other Loan Documents.
4.6 Loan Modification. All Loan Documents executed in connection
with the Loan shall be deemed appropriately amended by the provisions
specifically contained herein.
4.7 Name of Borrower. The name and designation Pennsylvania Real
Estate Investment Trust is the designation of the Trustees from time to time
under the Trust Agreement amended and restated as of December 16, 1987 and
recorded in the Office for the Recording of Deeds in Norristown, Xxxxxxxxxx
County, Pennsylvania, in Deed Book 4864, page 1463, and all persons dealing
with the Pennsylvania Real Estate Investment Trust must look solely to the
Trust property for the enforcement of any claims against the Pennsylvania Real
Estate Investment Trust, as neither the Trustees, officers, agents or
shareholders of the Pennsylvania Real Estate Investment Trust assume any
personal liability for obligations entered into by the Pennsylvania Real
Estate Investment Trust by reason of their status as said Trustee, officer,
agent or shareholder.
(11)
4.8 Counterpart Execution. This Third Amendment may be executed in
counterpart and when so executed by and delivered to each of the parties
hereto shall constitute a single agreement that is binding upon the parties.
IN WITNESS WHEREOF, Borrower, Agent and Lenders have
executed this Third Amendment under seal, intending to be legally bound hereby,
as of the day and year first above written.
BORROWER:
PENNSYLVANIA REAL ESTATE INVESTMENT
TRUST
By: /s/ Xxxxxxx X. Xxxx
---------------------------------------
Xxxxxxx X. Xxxx, Senior Vice
President-Acquisitions and
Secretary
LENDERS:
CORESTATES BANK, N.A.
By:
---------------------------------------
Xxxxx X. Xxxxxxxxx, Vice
President
MIDLANTIC BANK, N.A.
By: /s/ Xxxxxx Xxxxxxx
---------------------------------------
Xxxxxx Xxxxxxx, Vice President
(Signatures Continue On Following Page)
(12)
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx Xxxxxxx
---------------------------------------
Xxxxxx Xxxxxxx, Vice President
AGENT:
CORESTATES BANK, N.A.
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------------
Xxxxx X. Xxxxxxxxx,
Vice President
(13)
