PURCHASE AGREEMENT
This Agreement, dated this _ day of February, 1999, SECURFONE
AMERICA, INC., a Delaware corporation (the "Seller") and TELEDATA WORLD
SERVICES, INC., a Nevada corporation (the "Purchaser").
RECITALS
WHEREAS, the Seller owns all of the issued and outstanding shares of
capital stock of SecurFone, Inc., formerly known as SecurFone America, Inc.,
a Delaware corporation (the "Company");
WHEREAS, the Seller desires to sell and the Purchaser desires to buy
such shares on the terms herein stated.
NOW, THEREFORE, in consideration of the mutual promises herein
contained and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Sale of Shares. The Seller shall sell and transfer to the Purchaser,
and the Purchaser shall purchase and acquire from the Seller, all of
the outstanding shares of the Company.
2. Purchase Price. The purchase price for all of the shares referenced in
paragraph 1 is as follows:
a) $498,000.00 cash, payable as follows:
i) $198,000.00 paid to date;
ii) $50,000.00 paid on January 28, 1999;
iii) $50,000.00 paid on February 5, 1999;
iv) $200,000.00 paid at closing date;
v) All pre-closing advances [paragraphs 2(a)(i) -
2(a)(iii)] shall be the subject of a Promissory Note
from Seller to Purchaser secured by a Security
Agreement of even date herewith, pledging all assets
of Seller as collateral for the Promissory Note. The
Promissory Note and Security Agreement shall be
cancelled upon closing. If transaction does not close
for any reason whatsoever, the Promissory Note shall
be due and payable on April 15, 1999.
Page 1 of 10
b) 600,000 shares of stock of Purchaser delivered as follows:
i) 100,000 shares issued to the Seller at closing (the
"Closing Shares");
ii) 500,000 issued at closing to an escrow agent, chosen
by mutual consent, for a period of six (6) months,
subject to the terms of the true-up provisions
contained in paragraph 12 hereof (the "Escrowed
Shares"), provided that 200,000 shares of the
Escrowed Shares shall be released from escrow ninety
(90) days after the closing date if Seller has
fulfilled its obligation to extend certain letters of
credit for a twelve (12) month period as required in
paragraph 5(t) hereof.
iii) As to both the 100,000 Closing Shares and the 500,00
Escrowed Shares, Seller shall have the right to "put"
those shares to the purchaser at the expiration of
the twelve (12) months from closing at a total price
of $1,500,000.00. If Seller shall elect to "put" any
or all of the Closing Shares at this price, the
Purchaser shall have the following options in its
sole discretion to satisfy this "put":
1. Purchase such shares from Seller at a total
price of $1,500,000.00; or
2. Issue such additional shares to Seller as to
compensate Seller for the difference in the
then current market price for such shares
and the sum of $1,500,000.00.
iv) All shares issued will be restricted pursuant to
provisions of Rule 144 of the Securities and Exchange
Commission; provided that the holding period for such
shares shall commence on the closing date for
purposes of Rule 144.
3. Closing Date. The closing shall take place on April 1, 1999, at the
offices of the Purchaser in Atlanta, Georgia. At the closing, the
Seller shall deliver to the Purchaser, free and clear of any and all
claims, liens, charges and encumbrances, certificates for the Company's
shares referred to in paragraph 1, in negotiable form.
4. Default by Seller. If the Seller shall fail or refuse to deliver any of
the shares to the Purchaser at the closing, the Purchaser, without
prejudice to its rights against the Seller, may refuse to consummate
this Agreement and terminate all of its obligations hereunder.
5. Seller's Representations and Warranties. The Seller represents and
warrants to the Purchaser as follows:
Page 2 of 10
a) Corporate Action. The transactions contemplated by this
Agreement have been duly authorized and approved on behalf of
the Seller, and the Seller has the requisite corporate power
and authority to enter into this Agreement and to perform its
obligations hereunder; other than stockholder approval the
proxies for which Seller will have properly mailed to its
shareholder prior to closing. This Agreement constitutes a
valid and binding agreement of the Seller enforceable in
accordance with its terms.
b) Corporate Status. The Company is, and will be on the closing
date, a corporation duly organized, validly existing, and in
good standing under the laws of Delaware; the copies of the
Company's Certificate of Incorporation, and all amendments
thereof to date, and of the Company's Bylaws as amended to
date, certified by the Company's Secretary, which have been
delivered to the Purchaser, are complete and correct as of the
date of this Agreement. The Company is not licensed or
qualified as a foreign corporation in any state.
c) Common Shares. The aggregate number of shares that the Company
is authorized to issue is __ common shares, $___ per share par
value, all of which shares are issued and presently
outstanding. All such shares have been validly issued and are
fully paid and non-assessable.
d) Title to Shares. The Seller is, and will be on the closing
date, the owner, free and clear of any and all claims, liens,
charges and encumbrances, of the number of the Company's
shares set forth in subparagraph (c) of this paragraph; and on
the closing date, Seller will be able to freely issue all such
shares to Purchaser.
e) Liabilities. The Company has no liabilities whatsoever as of
the closing date, except as set forth on Exhibit "A" hereto.
Debt. By closing date, Seller will have paid to Telecom
Category Management, Inc. the amount of $13,750.00.
g) Litigation. There is no litigation pending or threatened
against the Company except as described on Exhibit "B."
h) Taxes. All of the Company's tax returns have been filed as
required by all applicable laws, and all taxes shown thereon
have been paid when due.
i) Title to Assets. The Company has good and marketable title to
all its properties and assets. A true and correct listing of
the Company's inventory and equipment is attached hereto as
Exhibit "C."
Page 3 of 10
j) FSP McLane Contract. Seller's distribution contract with FSP
McLane has been properly assigned to the Company.
k) No Inconsistent Obligations/No Violation. The Company is not,
and will not on the closing date be, in default of any of its
obligations or in violation of (i) its certificate of
incorporation or bylaws or (ii) any unit writ, order,
judgment, decree, law or ruling, which would have a material
adverse effect on the Company.
l) Employment Laws. The Company has complied with all material
applicable federal and state laws relating to the employment
of labor or benefits, including, without limitation, the
provisions relating to wages, hours, collective bargaining,
employee benefits and the payment of social security taxes,
and is not liable for any arrears of wages, or any tax or
penalties, for failure to comply with any of the foregoing.
m) Obligations to the Seller. Any and all obligations of the
Company to the Seller have been fully paid and satisfied.
n) Intellectual Property. The Company has the means, rights and
information required to manufacture, process, sell, offer for
sale and use the items and perform the services as presently
being manufactured, processed, offered for sale, sold, used or
performed by the Company including, without limitation the
successful operation of the prepaid cellular telephone system.
o) Copyright. The Company owns and has copyrighted its
Buy-the-Minute brand name.
p) UPC Codes. The Company owns all UPC codes associated with the
Buy-the Minute brand prepaid cards.
q) Consents. The execution and delivery of this Agreement by the
Seller and the consummation of the transactions contemplated
by this Agreement do not require the consent, approval or
action of any person, firm or other entity, or any public,
governmental or judicial authority.
r) Real Property. The Company owns no real property which is used
or useable in the Company's business.
s) Material Contracts. Exhibit "D" attached hereto contains a
listing of all written or oral material contracts or
commitments of the Company.
t) Environrnental Laws. The Company (including its predecessors
for whose acts and omissions it is responsible) have complied
in all respects with all material applicable laws, rules,
regulations and ordinances relating to pollution and
environmental control.
Page 4 of 10
u) Employment Contracts. There are no employment contracts
between the Company and any individuals or entities except as
provided on Exhibit "E" attached hereto. All employees except
as noted on Exhibit "E" are "employees at will" as that term
is defined under the applicable state law.
v) Carrier Reseller Agreements. The Company currently has in
place Carrier Reseller Agreements with each of the entities
listed on Exhibit "F" hereof, and except as noted on Exhibit
"F," none of these contracts are in default, and all charges
pursuant to the Agreements have been paid in full.
w) Letters of Credit. The Company currently has Letters of Credit
posted on its behalf to support the Carrier Reseller
Agreements described on Exhibit "F," in the amount of
$1,000,000.000 as more specifically described on Exhibit "G"
hereof. None of these Letters of Credit are in default. The
Letters of Credit will remain in place until at least April 1,
1999, provided Purchaser pays $7,500.00 per month to the
issuers or obligors on the Letters of Credit. The Seller
further represents that it will extend the Letters of Credit
for a period of one (1) year until April 1, 2000, provided
that Purchaser:
i) Continues to pay the carrying charges of $7,500.00
per month;
ii) Pays any and all bank extension fees; and
iii) Either puts up additional collateral to support the
Letters of Credit in the amount of $250,000.00, or
enters into a mutually agreeable "Lock-Box"
arrangement for the payment of carrier charges.
x) Brokers. No broker or finder has been employed the Seller in
connection with the negotiations relative to this Agreement.
All negotiations relative to this Agreement have been carried
on directly by the Seller without the intervention of any
third party other than legal counsel and accountants for the
Seller and legal counsel and accountants for the Purchaser.
y) Statements True and Correct. No representation or warranty
made by the Seller nor any statement or certificate or
instruction furnished to the Purchaser pursuant to this
Agreement or in connection with the transactions contemplated
by this Agreement contains any untrue statement of material
fact or omits to state a material fact necessary to make the
statements contained therein not misleading.
6. The Purchaser represents and warrants to and for the benefit of the
Seller as follows:
Page 5 of 10
a) Organization. The Purchaser is a corporation duly organized,
validly existing and in good standing, under the laws of the
State of Nevada with full power and authority to carry on the
business in which it is engaged, to own the property owned by
it and to perform its obligations under this Agreement.
b) Corporate Action. The transactions contemplated by this
Agreement have been duly authorized and approved on behalf of
the Purchaser, and the Purchaser has the requisite corporate
power and authority to enter into this Agreement and to
perform its obligations hereunder. This Agreement constitutes
a valid and binding agreement of the Purchaser enforceable in
accordance with its terms.
c) No Event of Breach or Default. The consummation of the
transactions contemplated by this Agreement will not violate
any Agreement, order, judgment or decree to which the
Purchaser is a party or by which it is bound and will not
violate any other restriction of any kind or character to
which the Purchaser is subject.
d) Broker. No broker or finder has been employed by the Purchaser
in connection with the negotiations relative to this
Agreement. All negotiations relative to this Agreement have
been carried on directly by the Purchaser without the
intervention of any third party other than legal counsel or
accountants for the Purchaser and legal counsel and
accountants for the Seller.
7. Compliance with Securities Laws.
a) The Seller acknowledges that the shares of Purchaser's Stock
to be delivered to the Seller pursuant to this Agreement has
not been registered under the Federal Securities Act of 1933,
as amended (the "1933 Act"), and that therefore the stock is
not fully transferable except as permitted under various
exemptions contained in the 1933 Act and the rules of the
Securities and Exchange Commission interpreting the Act. The
provisions contained in this Section are intended to ensure
compliance with the 1933 Act. Purchaser acknowledges that the
Seller is not presently in compliance with its filing
requirements under the Securities Exchange Act of 1934.
b) The Seller acknowledges being informed that the Purchaser's
Stock must be held by the Seller indefinitely unless the
Purchaser's Stock is registered for sale by such Seller under
the 1933 Act or an exemption from such registration is
available. Each Seller understands that any routine sale of
the Purchaser Stock made in reliance upon Rule 144 of the
Securities and Exchange Commission promulgated under the 1933
Act can be made only in limited amounts after the expiration
of a period of one (1) year from the closing date and
otherwise in accordance with the terms and conditions of Rule
144 and further understands that in the event that the
exemption from registration provided by Rule 144 is not
available, compliance with some other exemption under the 1933
Act will be required in the absence of registration.
c) Purchaser may instruct its transfer agents not to transfer any
of the Purchaser's Stock
Page 6 of 10
unless such agents have been advised by Purchaser or
otherwise have been satisfied the Seller seeking to
transfer shares has complied with the provisions of this
Section.
8. Conduct of Business Pending Closing. Prior to the closing Seller
agrees that:
a) Ordinary Course. The business of the Company will be conducted
only in the ordinary and usual course consistent with past
practices.
b) Corporate Documents. No change will be made in the Certificate
of Incorporation or the Bylaws of the Company.
c) Stock Shares. No change will be made in the authorized
corporate shares of the Company.
d) Dividends. No dividend or other distribution or payment will
be declared or made in respect of the shares of the Company,
and the Company will not directly or indirectly redeem,
purchase, or otherwise acquire any of such shares.
e) Operations, Inspection. The Company will continue to operate
its business in the manner heretofore operated by it. No
contracts or purchase orders, other than in the ordinary and
usual course of business consistent with past practices, will
be entered into or delivered by the Company. Until the
closing, representatives of the Purchaser shall have the
right, during the normal business hours, to visit the offices
of the Company and observe the operation of the business and
shall have access to all of the Company's records.
f) Casualty. The Company will keep all of its inventory and
other property fully insured against any loss, either by
fire, other casualty, or theft. If prior to the closing
date such property is totally or substantially damaged by
reason of fire or other casualty, or is lost by reason of
theft, the Purchaser may, in the exercise of its sole
discretion, terminate this Agreement and all moneys
previously deposited by it with the Seller shall be
refunded to it and all parties shall be released from any
further liability hereunder. If the Purchaser elects to
consummate this transaction despite such damage or loss, it
shall receive the proceeds of any insurance paid by reason
of such damage or loss.
g) Employee Compensation. Without first receiving written
approval from Purchaser, no increase will be made in the
compensation payable or to become payable by the Company to
any officer, employee, or agent, nor will any bonus payment
or arrangement be made by the Company to or with any
officer, employee, or agent, except bonus payments to
employees (officers and agents excluded) in accordance with
the established practice of the Company.
h) Status Quo. The Company will use its best efforts to preserve
its business organization, to keep available the services of
its officers and other employees, and
Page 7 of 10
to preserve friendly relations with its customers.
9. All existing Company bank accounts shall be transferred immediately to
the Purchaser upon closing of this Agreement, together with any and all
books and records of the Company.
10. Conditions to Obligations of the Purchaser. All obligations of the
Purchaser are subject to the fulfillment and satisfaction of each of
the following conditions on or prior to the closing:
a) Proceedings and Documents Satisfactory. All proceedings taken
in connection with the consummation of the transactions
contemplated herein and all documents and papers relating
thereto shall be satisfactory to Purchaser and its counsel,
and Purchaser and its counsel shall have timely received
copies of such documents and papers, all in form and substance
satisfactory to Purchaser and its counsel, as requested by
Purchaser or its counsel in connection therewith.
b) Representations and Warranties. The representations and
warranties contained in Section 6 of this Agreement, and in
any certificate, instrument, schedule, agreement or other
writing delivered by or on behalf of the Company or the Seller
in connection with the transactions contemplated by this
Agreement shall be true and correct as of the date when made
and shall be deemed to be made again at and as of the closing
date and shall be true at and as of such time.
c) Compliance with Agreements and Conditions. The Seller and the
Company shall have performed and complied with all agreements
and conditions required by this Agreement to be performed or
complied with by each such party prior to or on the closing
date.
d) Certificate of the Seller. The Seller shall have delivered to
the Purchaser a certificate, executed by the Seller, or on
behalf the Seller, dated the closing date, certifying in such
detail as the Purchaser may reasonably request as to the
fulfillment and satisfaction of the conditions specified in
subparagraphs (b) and (c) above.
e) Consents. The Seller shall have delivered to the Purchaser
such consents and approvals from third parties as are
necessary in the Purchaser's reasonable opinion for the
continuation in full force and effect after the Closing (a) of
the Company's contracts and agreements; and (b) of the
Company's business in the same manner as conducted prior to
the Closing.
f) Miscellaneous. Purchaser and its counsel shall have
received such other opinions, certifications and documents
from the Company or the Seller as Purchaser and its counsel
may reasonably request.
11. Indemnification and True-Up. The Seller shall indemnify the Purchaser,
its successors and assigns (the "Indemnities"), in respect of: (a) all
liabilities of the Company of any nature, whether accrued, absolute,
contingent, or otherwise, existing at closing, to the extent not
Page 8 of 10
reflected on Exhibit "A" hereof; (b) any damage or deficiency resulting
from any misrepresentation, breach of warranty, or nonfulfillment of
any agreement on the part of the Seller, under this Agreement, or from
any misrepresentation in or omission from any certificate or other
instrument furnished or to be furnished to the Purchaser hereunder; and
(c) all actions, suits, proceedings, demands, assessments, judgments,
costs, and expenses incident to any of the foregoing (collectively,
"Indemnified Losses").
The payment for Indemnified Losses described above shall be made by
deducting from the Escrowed Shares such shares required to be sold at
the end of the six (6) month Escrow Period to compensate Purchaser for
its damages as stated above. For example, if the Indemnified Losses are
determined by Purchaser to be $150,000.00 and the market price for the
Purchaser's Stock at the end of the Escrow Period shall be $2.00 per
share, the parties agree that the Escrow Agent shall disburse only
425,000 shares to Seller and shall return 75,000 shares to the
Purchaser.
12. Injunction. The parties recognize that the rights conveyed herein are
unique and that the failure to fulfill the obligations of this
Agreement will cause irreparable injury to the other party. The parties
agree that should it be proven that one party has defaulted hereunder,
the injured party, in addition to other remedies provided by law, shall
be entitled to a mandatory injunction, both temporarily and
permanently, to restrain the defaulting party from failing to perform
in accordance with the terms of this Agreement.
13. Survival of Representations. The Seller has not made any
representation, warranty, or covenant not set forth herein, and this
Agreement constitutes the entire agreement between the parties. All
representations and warranties and agreements shall survive the closing
and any examination or investigation at any time made by the Purchaser.
14. Benefit. This Agreement shall be binding upon, and inure to the benefit
of, the respective legal representative, successors, and assigns of the
parties.
15. Notices. All notices, requests, demands and other communications
hereunder shall be in writing, and shall be deemed to have been duly
given if delivered or mailed first class, postage prepaid, to any
Seller at the address furnished by such Seller to the Purchaser in
writing.
16. Choice of Law and Jurisdiction. This Agreement has been executed in the
State of Georgia and shall be construed in accordance with the laws of
such state and from other agreements. The parties further agree that
any action brought to enforce this Agreement shall be brought only in
the state and federal courts in that state and the parties hereby
irrevocably submit themselves to the exclusive jurisdiction of such
courts.
17. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same instrument.
18. Actions Necessary to Complete Transaction. Each party hereby agrees to
execute and deliver
Page 9 of 10
all such other documents or instruments and to take any action as
may be reasonably required in order to effectuate the transactions
contemplated by this Agreement.
19. Waiver. Any waiver by either party of any breach of any term of
condition of this Agreement shall not be deemed a waiver of any other
breach of such term or condition, nor shall the failure of either party
to enforce such provision constitute a waiver of such provision or of
any other provision, nor shall such action be deemed a waiver or
release of any other party for any claims arising out of or connected
with this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement on
the date first above written.
SELLER: PURCHASER:
SECURFONE AMERICA, INC TELEDATA WORLD SERVICES, INC., a
Nevada corporation
By: /s/ Xxxx Xxxxxxxxx By: /s/ Xxxx Xxxxxx
-------------------------------- -------------------------------
Xxxx Xxxxxx
Its: Chief Executive Officer Its: President
-------------------------------- -------------------------------
Page 10 of 10
EXHIBIT A
LIABILITIES
NONE
EXHIBIT B
NO LITIGATION PENDING
EXHIBIT C
SECURFONE MIAMI OFFICE INVENTORY LIST
Office Furniture
Quantity Description of Item Item Cost Total Cost
1 Desk, Executive L shaped with return $799.00 $799.00
3 Desk, Work Centers w/key board holders $199.00 $597.00
1 Desk, Executive with right return $300.00 $300.00
1 Table, Lounge, round, light oak $160.00 $160.00
1 Microwave Cart, White $ 89.00 $89.00
1 File cabinet, Lateral 4 drawer, beige $579.00 $579.00
2 File cabinet, Lateral 2 drawer, beige $349.00 $758.00
2 File cabinet, letter size, 2 drawer $69.99 $138.00
1 Chair, Executive, high back with arms $149.00 $149.00
2 Chair, Executive with arms grey/black $99.00 $198.00
2 Chair, secretarial, grey/black $79.00 $158.00
--------------------------------------------------------------------------------------------------------
TOTAL $3,925.00
Office Equipment & Software
Quantity Description of Item
1 Telephone System, Comdial 8 lines $2,500.00 $2,500.00
6 Telephone Sets, Comdial, Black $250.00 $1,500.00
1 GE Refrigerator, 3.5 cubic ft. $159.00 $159.00
1 Sharp Microwave, white $149.00 $149.00
2 Computer, pentium 133 w/28.8 modems $1,200.00 $2,400.00
4 Monitors, Color, super vga $200.00 $800.00
2 Computer, 486 $800.00 $1,600.00
3 Fax machines, Hewlet Packard Office Jet $399.00 $1,197.00
1 Winfax for windows $100.00 $100.00
1 Procom-Plus for windows $200.00 $200.00
1 Xxxxxx Books $250.00 $250.00
1 Dialogic Voice Systems $200.00 $200.00
1 Dialogic Voice Board $800.00 $800.00
I Act 3.4 for windows $150.00 $150.00
1 Back-up system, UPS $499.00 $499.00
1 Min Inventory & Cellular Activation Program $50,000.00 $50,000.00
--------------------------------------------------------------------------------------------------------
TOTAL $62,504.00
Office Accessories
Quantity Description of Items
1 Magnavox Radio & CD player $89.00 $89.00
1 Eureka Super Broom $49.00 $49.00
4 Staplers, swingline $12.00 $48.00
2 Calculator, desk top $25.00 $50.00
Calculator, desk top, small $12.00 $12.00
1 Frames, pictures & posters $35.00 $105.00
4 Plants w/ pots $25.00 $100.00
2 Boards $20.00 $40.00
Stationary supplies, tape dispensers, pencils, $200.00 $200.00
pens, markers, paper clip remover,
Lounge supplies, coffee, xxxxxxx,
sugars, cups $50.00 $50.00
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TOTAL $743.00
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GRAND TOTAL $67,172.00
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EXHIBIT D
NO MATERIAL CONTRACTS OTHER THAN THOSE LISTED IN EXHIBIT E & F
EXHIBIT E
EMPLOYEE CONTRACTS
XXXXXX XXXXXX
Original employee contract dated April 1, 1996. Increase in salary dated
September 1,1998.
EXHIBIT F
CARRIER RESELLER AGREEMENTS:
Carrier Reseller Agreement between the Company and Airtouch Cellular dated
October 1st, 1998.
Carrier Reseller Agreement between the Company and Ameritech Cellular dated May
13th, 1998.
Carrier Reseller Agreement between the Company and Xxxx Atlantic Mobile dated
October 31st, 1997.
Carrier Reseller Agreement between the Company and BellSouth Cellular
Corporation dated October 13th ,1997.
Carrier Reseller Agreement between the Company and GTE Wireless dated June 26th,
1997.
Carrier Reseller Agreement between the Company and Mobile One Wireless Network
dated November 1st, 1996.
EXHIBIT G
LETTERS OF CREDIT
Carrier Amount Bank/LC No Market Expiration
----------------------------------------------------------------------------------------------------
$100,000.00 City Nat. S49678 All Markets 4/l/99
GTE $200,000.00 City Nat. 980403.OD.0414 All Markets 4/l/99
Ameritech $100,000.00 City National S49389 Chic./Detroit 4/1/99
Xxxx Atlantic Nynex $250,000.00 Union Bank 315S611076 All Markets 4/15/99
BellSouth Mobility $ 50,000.00 City Nat. 980402.OD.0409 Atlanta 4/1/99
BellSouth Mobility $ 3,750.00 City Nat. 980224.OD.0369 Atlanta 4/1/99
BellSouth Mobility $ 6,250.00 City Nat. 305S6111128 New Orleans 4/15/99
BellSouth Mobility $ 8,750.00 City Nat. S50010 FL 4/1/99
BellSouth Mobility $ 10,000.00 City Nat. 980813.OD.0517 FL 4/1/99
BeflSouth Mobility $ 8,750.00 City Nat. 980402.OD.0410 FL 4/l/99
BcIlSouth Mobility $ 10,000.00 City Nat. 971217.OD.0147 Miami 4/1/99
Airtouch Cellular $ 50,000.00 Union Bank - 315S611168 Los Angeles 4/15/99
Airtouch Cellular $ 18,600.00 Union Bank 315S611167 Phoenix 4/15/99
Mobile One $ 50,000.00 Union Bank - 315S610723 Miami 4/15/99
----------------------------------------------------------------------------------------------------
TOTAL: $866,100.00
TOTAL DOLLARS ALLOCATED FOR LCs: $866,100.00
ADDITIONAL DOLLARS AVAILABLE FOR LCs: $133,900.00
--------------------------------------------------------------------------------
TOTAL: $1,000,000.00
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