OPERATING AND MANAGEMENT AGREEMENT
THIS AGREEMENT, made as of the 23rd day of September, 1983, by and
between XXXXXXX DE PUERTO RICO ASSOCIATES, INCORPORATED, a Delaware corporation
("Owner"), and XXXXXXX DE AMERICA CENTRAL, INC., a Delaware corporation
(formerly, Wilkoa Management Corporation) ("Manager").
W I T N E S S E T H:
WHEREAS, Owner owns a hotel in the Condado Beach area of San Xxxx,
Puerto Rico known as the Condado Holiday Inn Hotel;
WHEREAS, the Owner leases from Xxxxxxx de Flamboyan Associates, a New
York limited partnership ("Flamboyan"), the building known as the Laguna Wing
(the Condado Holiday Inn Hotel and Sands Casino and the Laguna Wing are
hereinafter collectively referred to as the "Condado") and
WHEREAS, the Condado has heretofore been managed by Xxxxxxx de America
Central, S.A., a Panama corporation, pursuant to a management agreement which
has been terminated on the date hereof; and
WHEREAS, the parties mutually desire Manager to assume the supervision,
direction and control of the operation and management of the Condado on behalf
of Owner;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the parties hereby agree as follows:
1. Appointment of Manager.
1.1 Appointment and Term. Owner hereby appoints and employs Manager
to act as its agent for the supervision, direction and control of the operation
and management of the Condado on Owner's behalf, upon the terms and conditions
hereinafter set forth, for a term of 20 years beginning as of September 23, 1983
(the "Commencement Date") and ending September 22, 2003. Manager hereby accepts
such appointment and agrees to supervise, direct and control the operation and
management of the Condado during the term of this Agreement upon the terms and
conditions hereinafter set forth.
1.2 Relation of the Parties. Subject to the provisions of this
Agreement, Manager shall have complete control and discretion in the management
of the Condado and shall be free from interruption or disturbance in managing
the Condado. Notwithstanding anything herein to the contrary, in performing its
duties hereunder, (a) Manager shall observe and carry out such rules,
regulations, policies, directions and restrictions as the Board of Directors of
Owner shall from time to time establish, and (b) Manager shall act only as the
appointed agent or representative of Owner, and nothing in this Agreement shall
be construed as creating a tenancy, partnership, joint venture or any other
relationship between the parties hereto except that of principal and agent.
2. Budgets.
2.1 General Policy. It is the intention of the parties to operate
the Condado at all times in accordance with pre-established operating, capital
and cash flow budgets which will be prepared by Manager and reviewed and
approved by Owner. All budgeting, planning, accounting records and reports will
be based upon generally accepted accounting principles
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consistently applied and the Uniform System of Accounts for Hotels, copyrighted
by the Hotel Association for New York City, 7th edition of 1977, as amended from
time to time.
2.2 Fiscal Year. For all purposes under this Agreement, Condado's
fiscal year ("Fiscal Year") will be the twelve-month period ending on June 30 or
such other period as Owner shall designate.
2.3 Budgets. Manager has heretofore submitted to Owner preliminary
operating, capital and cash flow budget for the period commencing July 1, 1983
and ending June 30, 1984, which budgets are being reviewed by Owner. As promptly
as practicable after the Commencement Date, Manager shall prepare and submit to
Owner long-range operating, capital and cash flow budgets and a pro forma profit
projection ("Long-Range Budget") for the subsequent five Fiscal Years. The
Long-Range Budget will be updated and extended annually. The Long-Range Budget
is to be treated as a planning tool and is not to be regarded as final until
incorporated in an annual budget.
2.4 Annual Budgets. For each Fiscal Year hereunder after the first
Fiscal Year, Manager shall submit to Owner at least 60 days before the beginning
of such Fiscal Year, detailed operating, capital and cash flow budgets ("Annual
Budgets"). Manager may not implement the expenditures provided for in such
budgets until the Annual Budgets have been approved by the Board of Directors of
Owner, such approval to be evidenced by the minutes of the meeting of such Board
or the unanimous written consent of such Board. After such approval, Manager
may, if reasonably deemed by Manager to be in the best interests of the Condado,
exceed the expenditures provided in the capital budget and the discretionary
expenditures provided in the operating budget in each material category by up to
five percent
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for any Fiscal Year of operation hereunder without obtaining prior written
approval of Owner. The Annual Budgets will be updated semi-annually.
3. Operation.
3.1 Operational Standards, Etc. Manager shall, at the expense of
Owner, operate the Condado as a first class resort hotel in accordance with the
provisions of this Agreement and the guidelines and policies established by the
Owner.
Owner hereby warrants to Manager uninterrupted control and operation of
the Condado during the term of this Agreement, unless this Agreement is earlier
terminated pursuant to the provisions of Section 6 hereof. Owner shall not
interfere or involve itself with the day-to-day operation of the Condado.
Manager shall have absolute discretion in the determination of room rates, food
and beverage menu prices, and charges to guests for other services performed by
Condado for guests. Such absolute control and discretion shall extend to the use
of the Condado for all customary purposes, including, the terms of admittance to
the Condado for rooms, for commercial purposes, for privileges of entertainment,
the labor policies of the Condado and all phases of publicity and promotion.
Manager shall, on behalf of and with the cooperation of Owner and at
Owner's sole expense, obtain all necessary licenses, findings of suitability,
approvals and permits from the applicable governmental authorities (the "Puerto
Rico Authorities"), including the Secretary of the Treasury of the Commonwealth
of Puerto Rico and any other governmental body or agency having authority over
gaming, as may be required for the operation of the Condado as a hotel
throughout the term of this Agreement, including without limitation, such
liquor, bar, restaurant, gaming, sign and hotel licenses as may be required for
the operation of the Condado as a first
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class resort hotel. Manager undertakes to comply with the rules, regulations and
orders of the Puerto Rico Authorities and with any conditions set out in any
such licenses and permits and at all times to operate and manage the Condado in
accordance with such conditions and any other requirements of the law.
3.2 Personnel. Manager, as agent for Owner, shall hire, supervise,
direct the work of, discharge, and determine the compensation and other benefits
of all personnel working in the Condado, all of whom shall be in the sole employ
of Owner and not in the employ of Manager. Manager shall be the sole judge of
the fitness and qualifications of such personnel and shall have absolute
discretion in the hiring, supervision, direction, discharging and determination
of the compensation and other benefits of such personnel during the course of
their employment. Manager shall in no way be liable to such personnel for their
wages, compensation or other benefits (including, without limitation, severance,
and termination pay), nor to Owner, and Owner shall not interfere with or give
orders or instructions to personnel employed at the Condado for any act or
omission on the part of such personnel. Owner shall reimburse Manager for any
employee incentive programs that Manager institutes for its employees managing
the Condado upon prior notice to and consent by Owner to the institution of such
programs, which consent shall not be unreasonably withheld. Manager shall employ
a General Manager and such other key personnel as deemed necessary to be
employed by Manager for the successful operation of the Condado. Manager shall
pay the salary of such General Manager and other key personnel and other
compensation or other benefits, for which Manager shall be reimbursed by Owner.
If such personnel perform services for other hotels managed by Manager, such
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personnel's salary and other compensation and benefits shall be fairly allocated
as agreed by Owner and Manager.
The costs, fees, compensation or other expenses of any persons engaged
by Owner or Manager to perform duties of a specialist in nature, related to the
operation, maintenance or protection of the Condado, such as attorneys,
independent accountants and the like, shall be borne by Owner and shall not be
the responsibility of Manager.
3.3 Sales and Promotion. Manager may cause the Condado to
participate in sales and promotional campaigns and activities involving
complementary rooms and food and beverages to bona fide travel agents, tourist
officials and airline representatives. Manager shall have the right to grant
complementary rooms and food and beverages to the General Manager and other key
personnel and their families, or to others wherein such is customary in the
hotel industry.
Owner agrees that no influence will be brought on Manager or the
General Manager relating to the granting or extension of credit. Credit
facilities shall be given by Manager in its discretion and in accordance with
Manager's standard practice.
Manager may alter room rates or other charges without prior
consultation with Owner.
Manager, on behalf of Owner, shall institute and supervise a sales and
marketing program, and Manager shall coordinate with tour programs marketed by
airlines, travel agents and government tourist departments when Manager
determines such programs are in the best interest of Owner.
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3.4 Maintenance and Capital Replacement.
3.4.1 Owner and Manager recognize the necessity of a program of
replacement of furnishings and equipment and the need to cause the Condado to
continue to be furnished, equipped and landscaped as a first class resort hotel.
In furtherance of this purpose, Owner shall expend each year not less than
$1,2000,000 for a reserve (the "Capital Replacement and Improvement Reserve"),
provided there is sufficient "Cash Available from Operations." "Cash Available
from Operations" shall be determined by deducting from Gross Revenues (as
hereinafter defined) all operating expenses, including the deduction of the
Basic and Incentive Management Fees, including any Deferred Fees (as hereinafter
defined); rental payments for the Laguna Wing; all premiums for insurance
maintained pursuant to Sections 5.1 and 5.2 of this Agreement; any Condado
Operating Loss Carryforward (as hereinafter defined); property taxes and taxes
on income; interest charges and debt servicing for borrowed money; dividends and
redemption payments on the Class A preferred stock, without par value, of Owner
(the "Class A Preferred Stock"); and by further deducting from Gross Revenues
the amount of advances by way of loans or capital contributions, made for
purposes of funding the Capital Replacement and Improvement Reserve.
Expenditures in any year in excess of $1,200,000 shall be deemed credited
against subsequent years' requirements under this Section 3.4.1.
3.4.2 Manager is authorized to make and enter into in the name of,
for the account of, and at the expense of Owner all such reasonable contracts
and agreements as are consistent with the Annual Budget and are in Manager's
opinion necessary for the operation, supply and maintenance of the Condado and
to pay the same when due from the Condado's accounts. Manager shall be required
to obtain the consent of Owner before entering into any
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contract, agreement or purchase involving any structural repair, alteration or
rehabilitation of the Condado or the repair or replacement of any furnishings,
fixtures or equipment contained therein if not provided for in the Annual Budget
and if the amount payable under such contract exceeds the sum of $25,000.
3.5 Accounting Services. As an expense of Owner, Manager shall
maintain an accurate accounting system in connection with its management of the
Condado. The books and records shall be kept in accordance with Section 2.1 of
this Agreement, shall be maintained at the Condado, and shall be the property of
the Owner. Manager shall comply with all requirements in respect of internal
controls and accounting and shall prepare all required reports under the rules
and regulations of the Puerto Rico Authorities or any other applicable law
and/or regulation.
As an expense of Owner, a certified audit of the Condado shall be
performed annually by Ernst and Whinney or another independent accounting firm
mutually acceptable to Owner and Manager and at least one copy thereof shall be
furnished to each party. Nothing herein contained shall prevent Manager's or
Owner's shareholders or their duly authorized designees or their independent
accounting firms from examining the books and records of the Condado.
On or before the 25th day of each month, Manager shall furnish Owner
with a statement for the preceding calendar month of the gross income received
from rooms, food and beverages, gaming and other sources, guest room occupancy
percentage, average room rate and total expenses paid by category during the
said month, such statement to be prepared in accordance with Section 2.1 of this
Agreement. On or before the 25th day following each of the first three fiscal
quarters, Manager shall furnish Owner with such information as Owner shall
request and
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as shall be necessary for reports filed by Owner's parent corporations with the
Securities and Exchange Commission or other governmental entities.
3.6 Bank Accounts. Manager shall establish such bank accounts as
Manager and Owner deem appropriate for the operation of the Condado.
3.7 Concessions. Manager is authorized to consummate, in the name of
and for the benefit of Owner, reasonable arms' length arrangements and leases
with concessionaires, licensees, tenants and other intended users of any
facilities related to the Condado. Copies of all such arrangements and leases
shall be furnished to Owner.
4. Compensation of Manager.
4.1 Basic Compensation for Management Services. In consideration for
all services rendered by Manager hereunder, Owner shall pay to Manager, subject
to the provisions of Sections 4.3 of this Agreement, a basic management fee (the
"Basic Management Fee"). The Basic Management Fee, which shall be incurred on
behalf of hotel operations and shall be payable from solely hotel revenues,
shall be computed and paid based on 1.8% of Gross Revenues. The Basic Management
Fee shall be payable monthly based on the monthly operating statements prepared
in accordance with Section 3.5 of this Agreement, subject, however, to exceeding
base levels, adjustment and offset, as provided in Section 4.3 of this
Agreement, and subject to the provisions of the succeeding sentence. Anything
herein to the contrary notwithstanding, no payment of the Basic Management Fee
for any period shall be made to the extent such fee would reduce Condado Gross
Operating Profits for that period below zero. All Basic Management Fees which
are not so paid by reason of the preceding sentence ("Deferred Fees") shall be
carried forward and payable promptly, without interest, after receipt of audited
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financial statements for the next fiscal year which reflect Condado Gross
Operating Profits, but only to the extent of such profits if such profits are
less than the Deferred Fees, and all Deferred Fees then remaining unpaid shall
be similarly carried forward to succeeding years. For example, if for a Fiscal
Year the Basic Management Fee earned would be $700,000 and the Condado Operating
Loss (as hereinafter defined) would be $200,000, $500,000 of the Basic
Management Fee shall be paid and $200,000 shall be carried forward as a Deferred
Fee. If for the following fiscal year, the Condado Gross Operating Profits would
be $300,000 prior to giving effect to such Deferred Fee, the Deferred Fee shall
be paid in full, and the Condado Gross Operating Profits for such year for
purposes of determining the Incentive Management Fee (as hereinafter defined)
shall be $100,000.
4.2 Incentive Management Fees. Subject to the provisions of Section
4.3 of this Agreement, for each Fiscal Year while this Agreement is in effect
Owner shall pay Manager an incentive management fee (the "Incentive Management
Fee"), which shall be incurred on behalf of hotel operations and shall be
payable solely from hotel revenues, computed and paid based on 12% of Condado
Gross Operating Profits which Incentive Management fee shall be payable annually
promptly after receipt of audited financial statements for such Fiscal Year.
4.3 Base Levels; Fee Adjustment; Offset for Losses. No Basic
Management Fee or Incentive Management Fee shall be deemed earned or payable in
respect of a particular Fiscal Year unless the aggregate of the Basic Management
Fee and Incentive Management Fee for such Fiscal Year exceeds the base level for
that year set forth below, and then Manager shall be entitled only to fees in
excess of such base levels. The base levels are as follows:
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Fiscal Year Ended In Base Level
-------------------- ----------
1984 $724,000
1985 707,200
1986 690,400
1987 673,600
1988 656,800
1989 500,000
1990 and thereafter 0
For example, if for the Fiscal Year ended in 1985, Gross Revenues are
$40,000,000 (received $3,333,333 per month), and Condado Gross Operating Profits
are $6,000,000, the Basic Management and Incentive Management Fees shall be
calculated and paid as follows: (i) the Basic Management Fee would be $60,000
per month ($3,333,333 x 1.8%) (this would not be paid monthly since the 1985
base level would not be reached prior to year end); and (ii) the Incentive
Management Fee would be $720,000 ($6,000,000 x 12%). The actual fees payable for
the Fiscal Year Ended in 1985 would be $732,800 ($720,000 + $720,000 - $707,200)
which would be paid promptly after receipt of audited financial statements for
the Fiscal Year. Basic Management Fees paid or payable to Manager prior to the
end of any Fiscal Year will be subject to verification and adjustment after
receipt of the audited financial statements for the applicable fiscal year. The
Basic Management Fee, the Incentive Management Fee, the base levels and the
basis upon which they are predicated with respect to any short Fiscal Year shall
be prorated and calculated on a straight line basis (for example, five-twelfths
(5/12ths) for a five-month Fiscal Year). If the computation of Condado Gross
Operating Profits for any Fiscal Year during the term of this Agreement shall
result in a negative number (a "Condado Operating Loss Carryforward"), such
Condado Operating Loss Carryforward shall be carried forward and offset
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against Condado Gross Operating Profits of succeeding periods. Notwithstanding
anything herein to the contrary, (a) no Basic Management Fee in respect of any
month shall be payable until all of the principal and interest due and payable
during such month with respect to the $16,000,000 borrowed by Xxxxxxxx
Electronics, Inc. from Ponce Federal Savings and Loan Association of Puerto Rico
and participating banks, and guaranteed by Owner (the "Ponce Loan"), all
dividends and redemption payments on the Class A Preferred Stock and all rental
payments and other amounts the due to Flamboyan pursuant to the Lease Agreement,
dated the date hereof, between Owner and Flamboyan, shall have been paid or
provided for by Owner, and (b) no Incentive Management Fee in respect of any
Fiscal Year shall be payable until all principal and interest due and payable
during said Fiscal Year in respect of the Xxxxx Loan, all aforesaid Class A
Preferred Stock dividend and redemption payments and all rental payments and
other amounts then due to Flamboyan pursuant to the aforesaid Lease Agreement,
shall have been paid or provided for by Owner.
4.4 Certain Definitions. For purposes of this Agreement:
4.4.1 "Gross Revenues" shall mean all gross revenues from Condado
operations, such as rooms, food and beverage, telephone, telex, net wins and
other receipts (exclusive of tips, taxes collected and remitted to others, and
the value of complimentary rooms, food and beverages, except those purchased by
the casino) including, without limitation, rentals or other payments from
lessees, licensees, or concessionaires (but not including the concessionaires'
receipts), minus credits and refunds made to customers, guests or patrons.
Subject to the foregoing adjustments, Gross Revenues shall be determined in
accordance with generally accepted accounting principles and the Uniform System
of Accounts for Hotels as set
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forth in Section 2.1 of this Agreement, it being understood that Gross Revenues,
as used herein shall mean the same as "net sales" as defined in the said Uniform
System of Accounts for Hotels, except that in the event of conflict the
definition of "Gross Revenues" herein shall be controlling.
4.4.2 "Condado Gross Operating Profits" and "Condado Operating
Loss" shall be determined by deducting from the sum of Gross Revenues all
operating expenses, including the deduction of the Basic Management Fee earned
(including any deferred Fees), rental payments for the Laguna Wing, all premiums
for insurance maintained pursuant to Sections 5.1 and 5.2 of this Agreement and
previously unused Condado Operating Loss Carryforward, but prior to deducting
(i) depreciation of buildings, plants, furniture, fixtures and equipment; (ii)
bank interest charges and debt servicing incurred for capital expenditures, but
not bank interest charges and debt servicing incurred for working capital; (iii)
property taxes and taxes on income; (iv) capital expenditures including
replacement of furniture, fixtures and equipment; and (v) the Incentive
Management Fee.
5. Insurance.
Manager shall procure and maintain, on behalf of and at the expense
of Owner, at all times during the term hereof, the following insurance:
5.1 Adequate insurance to at least 80% of the full insurable value
of the Condado, with responsible companies, against loss or damage to the
Condado and its contents from fire, boiler explosion and such other extended
coverage risks and casualties as shall be customarily insured against in the
vicinity with respect to hotels of similar character.
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5.2 Business interruption insurance to cover profits lost as a
result of any such interruption, use and occupancy insurance against loss or
damage by fire and the hazards included in an extended coverage endorsement,
including riot, civil commotion and insurrection, all of said use and occupancy
coverage to be effective simultaneously with Owner's placing the other insurance
above.
5.3 Public and automobile liability insurance, elevator liability
insurance, and insurance against theft of or damage to guests' property, all in
such amounts as either Manager or Owner shall deem necessary;
5.4 Comprehensive Dishonesty, Disappearance, and Destruction (3-D)
Coverage, Insuring Agreement I - Employee Dishonesty and Insuring Agreement V -
Depositors Forgery, all in such amounts as either Manager or Owner shall deem
necessary, such insurance to cover employees on Manager's payroll.
5.5 Insurance against such other operating risks against which it is
now or hereafter may be customary to insure in the operation of similar
properties, and other insurance which ether Manager or Owner shall deem
advisable; and
5.6 Such Worker's Compensation, Employer's Liability or similar
insurance as may be required by law.
Anything herein to the contrary notwithstanding, Owner shall
have the right annually to approve all insurance policies and carriers. Manager
shall submit to Owner at least 60 days before the beginning of each Fiscal year
a summary of the insurance coverage maintained by Manager with respect to the
Hotel, and Owner shall have 30 days thereafter to approve such insurance
coverage. If Manager receives no written notice from Owner within
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such 30 day period, the insurance program shall be deemed approved by Owner for
such Fiscal year.
6. Termination.
6.1 Casualty Damage. If the Condado is damaged and rendered
substantially unusable by fire or other casualty, and if owner elects, in its
sole discretion, not to restore and operate the Condado as a hotel thereafter,
this Agreement shall terminate as of the date of such total damage. Manager
shall have no right to any of the proceeds of insurance maintained by Owner with
respect to the Condado.
6.2 Condemnation. If any substantial part of the Condado is taken by
condemnation by competent authority, and if Owner elects, in its sole
discretion, not to continue to operate the Condado as a hotel thereafter, this
Agreement shall terminate as of the date of such taking. Manager shall have no
right to any award for any condemnation, whether a partial condemnation or a
condemnation of a substantial part of the Condado, made to Owner.
7. Miscellaneous.
7.1 Entire Agreement. This Agreement constitutes the entire
Agreement of the parties with respect to the subject matter hereof. No change,
modification, amendment, addition or termination of this Agreement or any part
thereof shall be valid unless in writing and signed by or on behalf of the party
to be charged therewith.
7.2 Counterparts. This Agreement may be executed in one or more
counterparts, and shall become effective when one or more counterparts has been
signed by each of the parties.
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7.3 Notices. Any and all notices or other communications or
deliveries required or permitted to be given pursuant to any of the provisions
of this Agreement shall be deemed to have been duly given for all purposes if
sent by certified or registered mail, return receipt requested and postage
prepaid, hand delivered or sent by telegraph or telex as follows:
If to Owner, at:
c/x Xxxxxxxx Electronics, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxx
with a copy to:
Golenbock and Barell
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx, Esq.
If to Manager, at:
c/x Xxxxxxx
000 Xxxxx Xxxxx
Xxxxxxxxxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxxx
with copies to:
Xx. Xxxx X. Xxxxxxx
c/o Condado Holiday Inn Hotel
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxxxxx Xxxx 00000
and
Xxxxxxxxx & Diamond, P.C.
0000 Xxx Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxxx X. Xxxxxxxxx, III, Esq.
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or at such other address as any party may specify by notice given to other party
in accordance with this Section 7.3. The date of giving of any such notice shall
be the date of hand delivery, the date following the posting of the mail or
delivery to the telegraph company or when sent by telex.
7.4 Waivers. No waiver of the provisions hereof shall be effective
unless in writing and signed by the party to be charged with such waiver. No
waiver shall be deemed a continuing waiver or waiver in respect of any
subsequent breach or default, either of similar or different nature, unless
expressly so stated in writing.
7.5 Severability. Should any clause, section or part of this
Agreement be held or declared to be void or illegal for any reason, all other
clauses, sections or parts of this Agreement which can be effected without such
illegal clause, section or part shall nevertheless continue in full force and
effect.
7.6 Choice of Law. This Agreement shall be governed, interpreted and
construed in accordance with the laws of the State of New York.
7.7 Non-Assignability. This Agreement and the various rights ad
obligations arising hereunder shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns. This Agreement
shall not be assignable by any of the parties hereto without the prior written
consent of all other parties hereto and any attempt to assign this Agreement
shall be void and of no effect.
7.8 Captions. The headings or captions under sections of this
Agreement are for convenience and reference only and do not in any way modify,
interpret or construe the intent of the parties or effect any of the provisions
of this Agreement.
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IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
signed on the date and year first above written.
XXXXXXX DE PUERTO RICO ASSOCIATES,
INCORPORATED
By: /s/
------------------------------
Xxxxxx X. Xxxxxx, Chairman
of the Board and President
/s/
---------------------------
Assistant Secretary
[SEAL]
XXXXXXX DE AMERICA
CENTRAL, INC.
By: /s/
------------------------------
Xxxx X. Xxxxxxx, President
/s/
----------------------------
Secretary
[SEAL]
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