EXHIBIT 10-X
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(Carlyle-XIV)
May 29, 1998
The Xxxx Xxxxxxx Company
000 Xxxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attention: Xx. Xxxx Xxxxxxxxxx
Re: Sale of Partnership Interest
0000 Xxxxxxx Xxxxxx, X.X. Associates Limited Partnership
Ladies and Gentlemen:
Reference is made to that certain Amended and Restated Agreement of Limited
Partnership of 0000 Xxxxxxx Xxxxxx, X.X. Associates Limited Partnership
(the "Partnership") dated as of September 26, 1984, by and among Carlyle
Real Estate Limited Partnership-XIV, an Illinois limited partnership
("Carlyle"), The Xxxx Xxxxxxx Company, a Virginia corporation ("JACO") and
those parties designated therein as limited partners (which partnership
agreement, together with any amendments thereto, is herein called the
"Partnership Agreement").
A. On December 30, 1997, Carlyle notified JACO of its desire
to consummate a sale of the Business Property for a purchase price of
Twenty Seven Million Dollars ($27,000,000) pursuant to Section 6.2C of the
Partnership Agreement.
B. On January 30, 1998, JACO notified Carlyle of its
election (i) to exercise its right of first refusal to purchase the
Business Property pursuant to Section 6.2C of the Partnership Agreement,
and (ii) to acquire from Carlyle, pursuant to Section 6.2D(1) of the
Partnership Agreement, in lieu of purchasing the Business Property, all of
the interests of Carlyle in the Partnership for a purchase price equal to
the amount of distributions which would have been made to Carlyle if the
sale of the Business Property had been consummated and the proceeds of such
sale (and all other Partnership cash) distributed in accordance with
Article III of the Partnership Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
undertakings of the parties hereto, it is hereby agreed as follows:
1. CERTAIN DEFINITIONS.
A. DEFINITIONS IN PARTNERSHIP AGREEMENT. Unless
otherwise expressly defined in this letter agreement, all defined terms
used in this letter agreement shall have the meaning set forth in the
Partnership Agreement.
B. PRORATION AMOUNT. As used herein, means the net
amount of the credit (or debit) to (or from) Carlyle as a result of the
allocation of income and expenses to the "Old Partnership" (as such term is
hereinafter defined) by reason of the prorations hereinafter provided for.
2. PURCHASE AND SALE. Carlyle shall sell to JACO, and JACO
shall purchase from Carlyle, all of Carlyle's right, title and interest in
and to the Partnership (the "Carlyle Interest"), upon the terms, covenants
and conditions hereinafter set forth.
3. PURCHASE PRICE. The purchase price (the "Purchase
Price") of the Carlyle Interest will be an amount equal to that which
Carlyle would receive had the Business Property been sold for a purchase
price equal to $27,000,000 and the Partnership dissolved and wound up
following such sale and the proceeds of such sale distributed to the
partners thereof in accordance with the terms of the Partnership Agreement.
Carlyle and JACO agree that if the "Closing Date" (as hereinafter defined)
is on May 29, 1998, the Purchase Price shall be $4,890,109 (the calculation
of which has been agreed to by JACO and Carlyle and is set forth on
Exhibit "B" hereto), which shall be adjusted by the Proration Amount (the
amount to be paid as aforesaid being herein called the "Closing Payment").
The Closing Payment shall be paid on the Closing Date by wire transfer to
Carlyle of immediately available federal funds in accordance with wiring
instructions to be provided by Carlyle in connection with the closing
hereunder.
4. PAYMENT OF PURCHASE PRICE. The Closing Payment shall be
paid to Carlyle by wire transfer of immediately available federal funds on
the Closing Date.
5. CLOSING. The closing of the sale and purchase herein
provided shall be consummated on May 29, 1998 or as soon thereafter as JACO
and Carlyle shall agree, but in no event later than May 31, 1998 (the
"Closing Date"). On or before 2:00 p.m. Central time on the Closing Date,
(a) JACO shall deliver to Carlyle (i) the Closing Payment by wire transfer
of immediately available federal funds, (ii) two (2) duly executed and
acknowledged counterpart originals of the assignment and assumption of
partnership interest covering the Carlyle Interest, in the form of Exhibit
"A" attached hereto ("Assignment and Assumption"), (iii) two (2) duly
executed and acknowledged counterpart originals of a first amendment to the
Partnership Agreement acknowledging the withdrawal of Carlyle from the
Partnership and the admission of JACO (or TMF 1090 LLC, if this agreement
is assigned thereto by JACO) to the Partnership (the "First Amendment To
Partnership Agreement"), substantially in the form of Exhibit "C" attached
hereto, (iv) resolutions and incumbency certificates evidencing its
authority to execute and consummate the transactions contemplated herein,
and (v) a recertification of its representations and warranties given
pursuant to Section 7 hereof, and (b) Carlyle shall deliver to JACO (i) two
(2) duly executed and acknowledged counterpart originals of the Assignment
and Assumption, (ii) a recertification of its representations and
warranties given pursuant to Section 7 hereof, (iii) two (2) duly executed
and acknowledged counterpart originals of the First Amendment To
Partnership Agreement, and (iv) resolutions and incumbency certificates
evidencing its authority to execute and consummate the transactions
contemplated herein
6. PRORATIONS.
A. ITEMS TO BE PRORATED. All rent and other items of
income, as well as real estate taxes and assessments on the Property which
are due in 1998 and all other normal and customary expenses in connection
with the ownership and operation of the Business Property and the
Partnership shall be prorated on the Closing Date, computed as of the
Closing Date, to allocate such income and expenses of the Partnership
between the Partnership as it was constituted immediately prior to the sale
of the Carlyle Partnership Interest (the "Old Partnership") hereunder and
the Partnership as it is constituted immediately following the sale of the
Carlyle Interest hereunder. The Purchase Price shall be adjusted to
reflect the Proration Amount. The Proration Amount shall not reflect, nor
shall the Purchase Price be otherwise adjusted for any items of income
attributable to the period prior to the Closing Date but unpaid as of such
date (including without limitation, any rent, operating expense
reimbursements or other items of income), which amounts shall be handled as
set forth in Section 6B hereof.
B. CALCULATIONS OF PRORATION AMOUNT AND ACCRUAL
AMOUNT. The Proration Amount determined under subparagraph A above and the
Proration Amount shall be determined on the basis of a written statement or
statements prepared and approved by JACO and Carlyle prior to the Closing
Date. JACO and Carlyle shall determine the manner in which the Proration
Amount is to be calculated in a fair, equitable and reasonable manner.
JACO and Carlyle shall cooperate with each other in good faith in
connection with the determinations and computations required hereunder.
JACO shall cause the Partnership to use diligent good faith efforts to
collect any delinquent rent, operating expense reimbursements and other
items of income which may be attributable to the period prior to the
Closing Date but unpaid as of the date thereof to be collected as soon as
reasonably possible after the Closing Date (and to promptly remit Carlyle's
share thereof upon receipt). In the event any prorations, credits,
apportionments or computations made under subparagraph D above shall prove
to be incorrect for any reason, then each of JACO and Carlyle shall be
entitled to an adjustment to correct the same, provided that any party
entitled to such adjustment make written demand on such other party from
whom it is entitled to such adjustment not later than October 15, 1998 (and
all such adjustments shall be finalized no later than November 15, 1998).
Notwithstanding the foregoing to the contrary, (i) any item which cannot be
finally prorated or determined because of the unavailability of information
shall be tentatively prorated or determined on the basis of the best data
then available and reprorated after the information is available, and (ii)
to the extent that the Partnership (a) receives a refund of real estate
taxes for any period prior to the Closing Date, or (b) is not actually
required to pay to Steelcase all or any portion of the tenant improvement
allowance currently owing to Steelcase in the amount of Two Hundred Six
Thousand Nine Hundred Twenty Dollars ($206,920), then the Proration Amount
shall be adjusted accordingly and JACO shall cause the Partnership to pay
to Carlyle any amounts then owing to Carlyle as a result of such
adjustment. In connection therewith, for one (1) year after the Closing
Date JACO shall continue to provide Carlyle full access to all books and
records of the Partnership and to all other financial information as may be
reasonably required in connection with the foregoing determinations.
Notwithstanding the foregoing, JACO and Carlyle hereby agree that, for ease
of administration and other reasons, they will work in good faith to
attempt to determine a final closing amount which will encompass all
prorations, credits and other determinations to be made under this section,
such that no post-closing adjustments for such items will be required.
C. CLOSING COSTS. Carlyle shall pay its own legal
fees in connection with the transactions under this Agreement. JACO shall
pay its own legal fees in connection with the transactions under this
Agreement, together with all closing costs, if any, which may be incurred
in connection with the transactions contemplated in this Agreement,
including all documentary, filing, recording, conveyance, transfer,
intangible and other taxes, if any, recording or filing charges for any
instruments or documents which may be recorded or filed, if any, and all
title, survey or escrow fees, if any.
D. PROFITS AND LOSSES OF THE PARTNERSHIP PRIOR TO
CLOSING; TAX RETURNS. Subject to the provisions set forth in subparagraph
B above, the parties confirm that profits and losses of the Partnership for
the period from January 1, 1998 through the Closing Date shall be allocated
for tax reporting purposes pursuant to the applicable provisions of the
Partnership Agreement. JACO will cooperate with Carlyle in providing and
preparing such information and items as may be reasonably required in order
to timely prepare and deliver tax returns and other similar items after the
Closing Date (and, in connection therewith, for one (1) year after the
Closing Date JACO shall continue to provide Carlyle full access to all
books and records of the Partnership and to all other financial information
as may be reasonably required in connection with such determinations).
7. REPRESENTATIONS AND WARRANTIES.
A. REPRESENTATIONS AND WARRANTIES OF CARLYLE. Carlyle
hereby represents and warrants to JACO as follows (which representations
and warranties Carlyle shall also make as of the Closing Date):
(1) Except as set forth in subparagraphs A(2)
through A(6) below, the sale of the Carlyle Interest is and will be made on
an "as is" basis, without representations and warranties of any kind or
nature, express, implied, or otherwise, including, but not limited to, any
representation or warranty concerning title to the Business Property, the
physical condition of the Business Property (including, but not limited to,
the condition of the soil or the improvements), the environmental condition
of the Business Property (including, but not limited to, the presence or
absence of hazardous substances on or respecting the Business Property),
the compliance of the Business Property with applicable laws and
regulations (including, but not limited to, zoning and building codes or
the status of development or use rights respecting the Business Property),
the financial condition of the Business Property or the Partnership or any
other representation or warranty respecting any income, expenses, charges,
liens or encumbrances, rights or claims on, affecting or pertaining to the
Partnership or the Business Property or any part thereof. JACO
acknowledges that JACO is an existing partner in the Partnership, and is
also affiliated with The Xxxx Xxxxxxx Management Company ("Manager"), the
manager of the Business Property. JACO acknowledges that, except as to
matters specifically set forth in subparagraphs A(2) through A(6) below,
JACO will acquire the Carlyle Interest solely on the basis of (a) its own
physical and financial examination of the Business Property (JACO having
completed all such due diligence reviews, examinations and inspections
deemed necessary by JACO) and (b) information and knowledge in its
possession and in the possession of Manager. As a result of its existing
interest in the Partnership and/or its affiliations with Manager, as
applicable, JACO is not relying upon, and has no need to rely upon, any
knowledge or information in the possession of Carlyle with respect to any
of the foregoing matters except as set forth herein.
(2) Carlyle is a limited partnership, duly
organized, validly existing and in good standing under the laws of the
State of Illinois.
(3) Carlyle is duly authorized, and qualified
under any and all applicable laws, regulations, ordinances and orders to do
all things required of it, under and in connection with this Agreement.
(4) Carlyle has the right, power and authority to
enter into and perform the terms of this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this
Agreement by Carlyle, consummation of the transactions contemplated herein,
and compliance with the terms hereof do not conflict with or violate any
provision of any organization document of Carlyle, and no such actions will
conflict with, result in the breach of, constitute a default under, or
require any consent or approval under any agreement, instrument, or
document to which the Carlyle is a part or by which it may be bound.
(5) This Agreement and all agreements,
instruments and documents herein provided to be executed or to be caused to
be executed by Carlyle are (or, in the case of agreements, instruments and
documents executed as of the Closing Date, will be as of the Closing Date)
duly authorized, executed and delivered by, and binding upon, Carlyle.
(6) Carlyle owns the Carlyle Interest, and such
Carlyle Interest as of the Closing Date shall be, free and clear of any and
all liens, pledges, charges, encumbrances, security interests, rights,
options, claims and demands.
B. REPRESENTATIONS AND WARRANTIES OF JACO. JACO
hereby represent and warrant to Carlyle as follows (which representations
and warranties JACO shall also make as of the Closing Date):
(1) JACO is a corporation, duly organized,
validly existing and in good standing under the laws of the State of
Virginia.
(2) JACO has the right, power and authority to
enter into and perform the terms of this Agreement and to consummate the
transactions contemplated hereby.
(3) This Agreement and all agreements,
instruments and documents herein provided to be executed or to be caused to
be executed by JACO is (or, in the case of agreements, instruments and
documents executed as of the Closing Date, will be as of the Closing Date)
duly authorized, executed and delivered by, and binding upon, JACO.
(4) JACO owns the interest of JACO in the
Partnership, as such interest is described in the Partnership Agreement
(the "JACO Interest"), and such JACO Interest as of the Closing Date shall
be, free and clear of any and all liens, pledges, charges, encumbrances,
security interests, rights, options, claims and demands.
8. INDEMNIFICATION.
A. INDEMNIFICATION BY JACO AND THE PARTNERSHIP. As of
the Closing Date, JACO, shall hold harmless, indemnify and defend Carlyle
from and against all claims, rights, demands, obligations, liabilities,
costs and expenses (including reasonable attorneys' fees) of any kind or
nature accruing on or after the Closing Date and related to the Partnership
Agreement, the Partnership, the Business Property and any agreements,
contracts or other matters respecting the same (and JACO shall release
Carlyle from all such matters). In addition, JACO shall hold harmless,
indemnify and defend Carlyle from and against any loss or damage to Carlyle
resulting from any inaccuracy in or breach of any representation and
warranty of JACO under this Agreement (or any agreement executed in
connection herewith) or resulting from any breach or default by JACO under
this Agreement (or any agreement executed in connection herewith).
B. INDEMNIFICATION BY CARLYLE. Carlyle shall hold
harmless, indemnify and defend JACO from and against any loss or damage to
JACO resulting from any inaccuracy in or breach of any representation and
warranty of Carlyle under this Agreement (or any agreement executed in
connection herewith) or resulting from any breach or default by Carlyle
under this Agreement (or any agreement executed in connection herewith).
9. BROKERAGE MATTERS. Carlyle represents and warrants to
JACO, and JACO represents and warrants to Carlyle, that no broker or finder
has been engaged by it, respectively, in connection with any of the
transactions contemplated by this letter agreement or to its knowledge is
in any way connected with any of such transactions.
10. NO PERSONAL LIABILITY. No constituent partner in or
agent of Xxxxxxx, XXXX or TMF 1090 LLC, as applicable, nor any advisor,
trustee, member, director, officer, employee, beneficiary, shareholder,
participant, representative or agent of any corporation or trust that is or
becomes a constituent partner in Carlyle (including, but not limited to,
JMB Realty Corporation), JACO or TMF 1090 LLC, as applicable, shall have
any personal liability, directly or indirectly, under or in connection with
this Agreement or any agreement made or entered into under or pursuant to
the provisions of this Agreement, or any amendment or amendments to any of
the foregoing made at any time or times, heretofore or hereafter, and (a)
JACO, TMF 1090 LLC, the Partnership and its or their successors and assigns
and, without limitation, all other persons and entities, shall look solely
to the assets of Carlyle for the payment of any claim or for any
performance, and JACO, on behalf of itself, TMF 1090 LLC, the Partnership
and its or their successors and assigns, hereby waives any and all such
personal liability, and (b) Carlyle and its successors and assigns and,
without limitation, all other persons and entities, shall look solely to
the assets of JACO and TMF 1090 LLC for the payment of any claim or for any
performance, and Carlyle, on behalf of itself and its successors and
assigns, hereby waives any and all such personal liability.
Notwithstanding anything to the contrary contained in this Agreement,
neither the negative capital account of any constituent partner in Xxxxxxx,
XXXX or TMF 1090 LLC, as applicable, or in any other constituent partner of
Xxxxxxx, XXXX or TMF 1090 LLC, as applicable, nor any obligation of any
constituent partner in Xxxxxxx, XXXX or TMF 1090 LLC, as applicable, or in
any other constituent partner of Xxxxxxx, XXXX or TMF 1090 LLC, as
applicable, to restore a negative capital account or to contribute capital
to Xxxxxxx, XXXX or TMF 1090 LLC, as applicable, or to any other
constituent partner of Xxxxxxx, XXXX or TMF 1090 LLC, as applicable, shall
at any time be deemed to be the property or an asset of Xxxxxxx, XXXX or
TMF 1090 LLC, as applicable, or any such other constituent partner (and
neither Carlyle, on the one hand, nor JACO nor TMF 1090 LLC nor the
Partnership, on the otherhand, nor any of their respective successors or
assigns shall have any right to collect, enforce or proceed against or with
respect to any such negative capital account of a partner's obligation to
restore or contribute).
11. SUCCESSORS AND ASSIGNS. JACO shall be entitled to assign
its rights and obligations under this Agreement to TMF 1090 LLC, a Delaware
limited liability company, but JACO shall not be released from its
obligations hereunder. No transfer or assignment in violation of the
provisions hereof shall be valid or enforceable. Subject to the foregoing,
this Agreement and the terms and provisions hereof shall inure to the
benefit of and be binding upon such assignee
12. NO RELEASE OF PARTNERSHIP OBLIGATIONS. Notwithstanding
anything to the contrary in this Agreement, nothing contained herein shall
release JACO or Carlyle from their respective obligations with respect to
the Old Partnership (under the partnership agreement for the Old
Partnership or any "Collateral Agreement" [as defined in the foregoing
partnership agreement]) which arise or accrue on or before the Closing
Date.
13. FURTHER ASSURANCES. The parties hereto agree to execute,
acknowledge and deliver any and all additional papers, documents and other
assurances and shall perform any and all acts and things reasonably
necessary in connection with the performance of the obligations hereunder
and to carry out the intent of the parties hereto (provided the same do not
increase costs, liability or obligations in a manner not otherwise provided
for herein).
14. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, provided each of the parties hereto executes at
least one counterpart; each such counterpart hereof shall be deemed to be
an original instrument, but all such counterparts, together, shall
constitute but one agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
letter agreement as of the day and year first above written.
Very truly yours,
CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XIV,
an Illinois limited partnership
By: JMB REALTY CORPORATION,
a Delaware corporation,
Corporate General Partner
By:_____________________________
Name:__________________________
Title:___________________________
ACCEPTED AND AGREED TO AS OF
THE DATE FIRST WRITTEN ABOVE:
THE XXXX XXXXXXX COMPANY,
a Virginia corporation
By:_____________________________
Name:__________________________
Title:___________________________
EXHIBIT "A"
ASSIGNMENT AND ASSUMPTION
See Attached
ASSIGNMENT AND ASSUMPTION OF PARTNERSHIP INTEREST
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FOR VALUABLE CONSIDERATION, receipt whereof is hereby acknowledged, the
undersigned, CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XIV, an Illinois
limited partnership ("Assignor"), hereby sells, transfers, assigns and
conveys to TMF 1090 LLC, a Delaware limited liability company ("Assignee"),
all of Assignor's right, title and interest in and to the interest of
Assignor in 0000 XXXXXXX XXXXXX, X.X. ASSOCIATES LIMITED PARTNERSHIP, a
District of Columbia limited partnership ("Partnership"), being a 49%
general partnership interest in the Partnership and a 1% limited
partnership interest in the Partnership, as such interest is described in
the "Partnership Agreement", including, but not limited to, Assignor's
interest in the capital and profits and losses of the Partnership from and
after the "Effective Date" of this Assignment. As used herein,
"Partnership Agreement" means that certain amended and restated partnership
agreement of the Partnership dated as of September 26, 1984, captioned
"AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF 0000 XXXXXXX
XXXXXX, X.X. ASSOCIATES LIMITED PARTNERSHIP", by and among Assignor, The
Xxxx Xxxxxxx Company, a Virginia corporation ("JACO") and those parties
designated therein as limited partners, together with all other amendments
or modifications thereof entered into prior hereto.
This Assignment and Assumption of Partnership Interest is given pursuant to
that certain letter agreement ("Agreement"), dated as of May 29, 1998,
between Assignor and Assignee as successor in interest to JACO.
The covenants, agreements, representations, warranties and
limitations provided in the Agreement with respect to the partnership
interest conveyed hereunder are hereby incorporated herein by this
reference as if herein set out in full, shall survive the closing of the
transaction contemplated in the Agreement (subject to the limitations
provided therein) and shall inure to the benefit of and shall be binding
upon Assignor and Assignee, and their respective successors and assigns.
Except as set forth in said Agreement, said partnership interest is
assigned without warranty or representation, express or implied.
Assignee hereby assumes and agrees to perform all obligations
of Assignor under the Partnership Agreement arising or accruing on or after
the Effective Date of this Assignment.
This Assignment may be executed in any number of counterparts,
provided each of the parties hereto executes at least one counterpart; each
such counterpart hereof shall be deemed to be an original instrument, but
all such counterparts, together, shall constitute but one Assignment.
IN WITNESS WHEREOF, Assignor has executed this Assignment and
Assumption on May 28, 1998, but effective as of May 29, 1998 (the
"Effective Date").
ASSIGNOR:
CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XIV,
an Illinois limited partnership
By JMB REALTY CORPORATION,
a Delaware corporation,
General Partner
By ___________________________
Name: __________________
Title: ___________________
[SIGNATURES CONTINUED ON NEXT PAGE]
ASSIGNEE:
TMF 1090 LLC,
a Delaware limited liability company
By: The Monument Fund, LLC,
a Delaware limited liability company,
Its Sole Member
By: Monument Xxxxxxx, L.L.C.,
a Delaware limited liability company,
Its Managing Member
By: JACo Manager, L.L.C.,
a Delaware limited liability company,
Its Managing Member
By: JACo Manager, Inc. of Delaware,
a Delaware corporation,
Its Managing Member
By:_____________________________
Name:__________________________
Title:___________________________
EXHIBIT B
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0000 XXXXXXX XXXXXX
SALES CALCULATION AND DISTRIBUTION OF PROCEEDS
Sales Price $ 27,000,000.00
Area Above Grade Rentable 140,000.00
Price Per Square Foot 192.86
Assume Sale of 0000 Xxxxxxx Xxxxxx
Gross Sales Price $ 27,000,000.00
Less: Existing Debt ($ 17,750,000.00)
Cost of Sale ($ 861,500.00)
Net Sale Proceeds ($ 8,388,500.00)
Partnership Cash 0
---------------
Sale Proceeds and Cash for Distribution $ 8,388,500.00
---------------
*Customary prorations at settlement
Distribution of Sale Proceeds
1st Accrued Interest on Partner Loan
Carlyle $ 243,595.00
Xxxxxxx $ 243,595.00
2nd Outstanding Partner Loan
Carlyle $ 1,004,515.00
0
Xxxxxxx $ 1,004,515.00
0
3rd Unpaid Preferred Returns
(thru April 30, 1998)
Unpaid since Dec. 1989 Carlyle $ 506,718.00
Xxxxxxx
4th Capital Balances Carlyle $ 885,000.00
Xxxxxxx $ 0
---------------
Total $ 3,887,938.00
---------------
0
5th Balance to Distribute $ 4,500,562.00
0
50.00% Carlyle $ 2,250,281.00
50.00% JACO Partners $ 2,250,281.00
---------------
Total Distributions $ 8,388,500.00
Summary of Distribution Carlyle $ 4,890,109.00
JACO Partners $ 2,250,281.00
Xxxxxxx $ 1,248,110.00
---------------
TOTAL $ 8,388,500.00
---------------
0
EXHIBIT "C"
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
0000 XXXXXXX XXXXXX, X.X. ASSOCIATES LIMITED PARTNERSHIP
See Attached
