EXHIBIT 10.28
EIGHTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment")
is made and entered into as of the 9th day of December, 1997, to be effective
(unless otherwise specified herein) as of December 9, 1997 (the "Effective
Date"), by and among FLEET CAPITAL CORPORATION, a Rhode Island corporation,
successor in interest by merger to FLEET CAPITAL CORPORATION, a Connecticut
corporation, formerly known as SHAWMUT CAPITAL CORPORATION, successor in
interest by assignment to BARCLAYS BUSINESS CREDIT, INC. ("Lender"), LOWRANCE
ELECTRONICS, INC., a Delaware corporation ("Lowrance"), LEI EXTRAS, INC., a
Delaware corporation ("LEI"), LOWRANCE CONTRACTS, INC., a Delaware corporation
("Lowrance Contracts"), and SEA ELECTRONICS, INC., an Oklahoma corporation ("Sea
Electronics") (Lowrance, LEI, Lowrance Contracts and Sea Electronics are herein
individually and collectively called "Borrower").
RECITALS
A. Borrower, Lowrance Australia Pty Limited ("Lowrance Australia")
and Lender have entered into that certain Loan and Security Agreement, dated
December 15, 1993, as amended by (i) that certain First Amendment to Loan and
Security Agreement, dated October 16, 1995, by and among Lender, Borrower and
Lowrance Australia, (ii) that certain Second Amendment to Loan and Security
Agreement, dated November 1, 1996 by and among Lender and Borrower, (iii) that
certain Third Amendment to Loan and Security Agreement, dated December 30, 1996,
by and among Lender and Borrower, (iv) that certain Fourth Amendment to Loan and
Security Agreement, entered into effective as of April 1, 1997, by and among
Lender and Borrower, (v) that certain Fifth Amendment to Loan and Security
Agreement, entered into effective as of August 25, 1997, by and between Lender
and Borrower, (vi) that certain Sixth Amendment to Loan and Security Agreement
and Certain Other Loan Documents, entered into effective as of August 28, 1997,
by and between Lender and Borrower, and (vii) that certain Seventh Amendment to
Loan and Security Agreement, entered into effective as of November 1, 1996, by
and between Lender and Borrower (as amended, the "Loan Agreement").
B. Borrower and Lender desire to amend the Loan Agreement and certain
of the other Loan Documents as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties, intending to be legally bound, agree as
follows:
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ARTICLE I
Definitions
1.01 Capitalized terms used in this Amendment are defined in the Loan
Agreement, as amended hereby, unless otherwise stated.
ARTICLE II
Amendments
2.01 Amendment to Section 1.1 of the Loan Agreement; Amendment of
Certain Definitions. Effective as of the Effective Date, Section 1.1 of the
Loan Agreement is hereby amended by adding the following definitions thereto in
alphabetical order:
"$1,000,000 Term Loan - the Loan described in Section 2.2(A-2) of
this Agreement.
$1,000,000 Term Note - the Secured Promissory Note to be executed
by Borrower on or about the date of execution of the Eighth Amendment
Agreement in favor of Lender to evidence the $1,000,000 Term Loan, which
shall be in the form of Annex A to the Eighth Amendment.
Eighth Amendment Agreement - the Eighth Amendment to Loan and
Security Agreement, executed in December of 1997, by Lender and Borrower."
2.02 Amendment to Section 1.1 of the Loan Agreement; Amendment to
Definition of "Loans". Effective as of the Effective Date, the definition of
"Loans" is hereby deleted it its entirety and the following shall be substituted
therefor:
"Loans - all loans and advances made by Lender pursuant to this
Agreement, including without limitation, all Revolving Credit Loans, the
Term Loan, the $4,000,000 Term Loan, the $1,000,000 Term Loan, the
Equipment Loans, each payment made pursuant to a guaranty of a foreign
currency purchase contract and each payment made pursuant to a Letter of
Credit."
2.03 Amendment to Section 1.1 of the Loan Agreement; Amendment to
Definition of "Term Loans". Effective as of the Effective Date, the definition
of "Term Loans" is hereby deleted in its entirety, and the following shall be
substituted therefor:
"Term Loans - the Term Loan, the $1,000,000 Term Loan and the $4,000,000
Term Loan."
2.04 Amendment to Section 1.1 of the Loan Agreement; Amendment to
Definition of "Notes". Effective as of the Effective Date, the definition of
"Notes" is hereby deleted in its entirety and the following shall be substituted
therefor:
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"Notes - the Term Note, the $4,000,000 Term Note, the $1,000,000
Term Note, the Equipment Notes and the Revolving Credit Notes."
2.05 Amendment to Section 2 of the Loan Agreement; Amendment to
Maximum Amount of Total Credit Facility. Effective as of the Effective Date,
the reference to the dollar amount "$33,011,000" contained in the fourth line of
Section 2 Credit Facility is hereby deleted and substituted therefore is the
dollar amount "$33,911,000."
2.06 Amendment to Section 2.2 of the Loan Agreement; Addition of New
Section 2.2(A-2). Effective as of the Effective Date, a new Section 2.2(A-2)
$1,000,000 Term Loan is hereby added to the Loan Agreement to read in its
entirety as follows:
"(A-2) $1,000,000 Term Loan. Subject to the terms and conditions of
this Agreement (including, without limitation, the terms, conditions and
conditions precedent of the Eighth Amendment Agreement), Lender agrees to
make a term loan to Borrower in connection with the Eighth Amendment
Agreement in the principal amount of $1,000,000 (the '$1,000,000 Term
Loan'), which shall be repayable in accordance with the terms of the
$1,000,000 Term Note and shall be secured by the Collateral. The $1,000,000
shall be funded upon the satisfaction of the conditions precedent specified
in the Eighth Amendment Agreement in a manner satisfactory to Lender. The
proceeds of the $1,000,000 Term Loan shall be used by Borrower solely for
purposes for which the proceeds of the Revolving Credit Loans are
authorized to be used."
2.07 Amendment to Section 2.3(A) of the Loan Agreement. Effective as
of the Effective Date, Section 2.3(A) of the Loan Agreement is amended by adding
after the phrase "or any Equipment Note" the phrase "or the $1,000,000 Term
Note."
2.08 Amendment to Section 3.1(C) of the Loan Agreement. Effective as
of the date of execution of this Amendment, Section 3.1(C) of the Loan Agreement
is amended by deleting therefrom the reference to the phrase "Tex. Rev. Civ.
Stat. art. 5069-1.04(c)(Xxxxxx 1987)" and substituting therefor the phrase
"Texas Revised Civil Statutes Annotated, Title 4 of the Texas Finance Code,
Chapter 303, as amended".
2.09 Amendment to Section 3.5 of the Loan Agreement. Effective as of
the Effective Date, the first sentence of Section 3.5 of the Loan Agreement is
deleted and substituted therefor is the following sentence:
"Principal and interest (i) on the Term Loan shall be payable as
provided in the Term Note, (ii) on the $4,000,000 Term Loan shall be
payable as provided in the $4,000,000 Term Note, (iii) on any Equipment
Loan shall be payable as provided in the Equipment Note relating thereto,
and (iv) on the $1,000,000 Term Loan shall be payable as provided in the
$1,000,000 Term Note."
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2.10 Amendment to Section 12.19 of the Loan Agreement. Effective as
of the date of execution of this Amendment, Section 12.19 of the Loan Agreement
is amended and restated to read in its entirety as follows:
"12.19 Nonapplicability of Chapter 303 of Texas Finance Code.
Borrower and Lender hereby agree that the provisions of Texas Revised Civil
Statutes Annotated Title 4 of the Texas Finance Code, Chapter 346 (which
regulates certain revolving loan accounts and revolving triparty accounts)
shall not apply to this Agreement or any of the other Loan Documents."
2.11 Restructuring Fee. In consideration for the agreements of
Lender contained herein, including, without limitation, committing to make the
$1,000,000 Term Loan, but subject to Section 3.1(D) of the Loan Agreement,
Borrower agrees to pay Lender a fee of $50,000. Such fee shall be fully earned
on the date of execution of this Amendment. Such fee shall be due and payable
upon the earlier to occur of (i) July 31, 1998 or (i) termination of the Loan
Agreement. Borrower hereby irrevocably authorizes Lender, in Lender's sole
discretion, to advance to Borrower, and to charge on the earlier to occur of (i)
July 31, 1998 or (ii) termination of the Loan Agreement, to Borrower's Loan
Account hereunder as a Revolving Credit Loan, a sum sufficient to pay in full
this restructuring fee.
2.12 Impact on Financial Covenants of Eighth Amendment Equity
Infusion. Lender and Borrower hereby agree that the amount of the Eighth
Amendment Equity Infusion (as hereinafter defined) shall be:
(a) considered to be part of the Consolidated Tangible Net Worth
of Borrower for the purpose of the calculation of the financial covenant
specified at Section 9.3(A) of the Loan Agreement for the following periods
(but only for the following periods):
(i) November 1, 1997 through December 31, 1997;
(ii) January 1, 1998 through January 31, 1998;
(iii) February 1, 1998 through February 28, 1998;
(iv) March 1, 1998 through March 31, 1998;
(v) April 1, 1998 through April 30, 1998;
(vi) May 1, 1998 through May 31, 1998; and
(vii) June 1, 1998 through June 30, 1998.
(b) considered to be part of the Tangible Net Worth of Borrower
for the purpose of the calculation of the financial covenant specified at
Section 9.3(B) of the Loan Agreement for the following periods (but only
for the following periods):
(i) December 1, 1997 through December 31, 1997;
(ii) January 1, 1998 through January 31, 1998;
(iii) February 1, 1998 through February 28, 1998;
(iv) March 1, 1998 through March 31, 1998;
(v) April 1, 1998 through April 30, 1998; and
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(vi) May 1, 1998 through June 30, 1998.
(c) added to the numerator of the Fixed Charge Ratio for the
purpose of the calculation of the financial covenant specified at Section
9.3(C) of the Loan Agreement for the following periods (but only for the
following periods):
(i) six calendar month period ending on January 31, 1998;
and
(ii) nine calendar month period ending on April
30, 1998.
ARTICLE III
Conditions Precedent
3.01 Conditions Precedent. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent, unless
specifically waived in writing by Lender:
(a) Lender shall have received each of the following, each in form
and substance satisfactory to Lender: (i) this Amendment, duly executed by
Borrower; (ii) the Consent, Ratification and Release related to this Amendment,
duly executed by Xxxxxxx X. Xxxxxxxx; (iii) the $1,000,000 Term Note, in the
form of Annex A attached hereto, duly executed by Borrower; (iv) an Amended and
Restated Unconditional Guaranty, in the form of Annex B attached hereto, duly
executed by Xxxxxxx X. Xxxxxxxx; (v) Fourth Amendment to Mortgage, Security
Agreement, Financing Statement and Assignment of Rents, duly executed by
Lowrance regarding the existing Mortgage in favor of Lender covering Lowrance's
Tulsa, Oklahoma real property; and (vi) such additional documents, instruments
and information as Lender or its legal counsel may request;
(b) Lender shall have received evidence satisfactory to Lender, in
Lender's sole discretion, that Borrower has received a new equity infusion of at
least $1,500,000 (the "Eighth Amendment Equity Infusion"), in the form of (i)
the purchase by certain officers of the Borrower of 68,500 shares of common
stock of Lowrance pursuant to the exercise of existing options held by such
officers, for a purchase price of $189,305.00, and (ii) the purchase by the
Board of Directors of Lowrance of approximately 342,000 shares of restricted
common stock of Lowrance at a purchase price per share of approximately $3.84,
for a total consideration of no less than $1,310,695.00;
(c) The representations and warranties contained herein, in the
Loan Agreement and in the other Loan Documents, as each is amended hereby, shall
be true and correct as of the date hereof, as if made on the date hereof;
(d) After giving effect to this Amendment, no Default or Event of
Default shall have occurred and be continuing, unless such Default or Event of
Default has been specifically waived in writing by Lender; and
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(e) All corporate proceedings taken in connection with the
transactions contemplated by this Amendment and all documents, instruments and
other legal matters incident thereto shall be satisfactory to Lender and its
legal counsel.
ARTICLE IV
No Waiver
Nothing contained in this Amendment shall be construed as a waiver by
Lender of any covenant or provision of the Loan Agreement, the other Loan
Documents, this Amendment, or of any other contract or instrument between
Borrower and Lender, and the failure of Lender at any time or times hereafter to
require strict performance by Borrower of any provision thereof shall not waive,
affect or diminish any right of Lender to thereafter demand strict compliance
therewith. Lender hereby reserves all rights granted under the Loan Agreement,
the other Loan Documents, this Amendment and any other contract or instrument
between Borrower and Lender.
ARTICLE V
Ratifications, Representations and Warranties
5.01 Ratifications. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Loan Agreement and the other Loan Documents, and, except as
expressly modified and superseded by this Amendment, the terms and provisions of
the Loan Agreement and the other Loan Documents are ratified and confirmed and
shall continue in full force and effect. Borrower and Lender agree that the
Loan Agreement and the other Loan Documents, as amended hereby, shall continue
to be legal, valid, binding and enforceable in accordance with their respective
terms.
5.02 Representations and Warranties. Borrower hereby represents and
warrants to Lender that (a) the execution, delivery and performance of this
Amendment and any and all other Loan Documents executed and/or delivered in
connection herewith have been authorized by all requisite corporate action on
the part of Borrower and will not violate the Certificate of Incorporation or
Bylaws of Borrower; (b) the representations and warranties contained in the Loan
Agreement, as amended hereby, and any other Loan Documents are true and correct
on and as of the date hereof and on and as of the date of execution hereof as
though made on and as of each such date; (c) no Default or Event of Default
under the Loan Agreement, as amended hereby, has occurred and is continuing; (d)
Borrower is in full compliance with all covenants and agreements contained in
the Loan Agreement and the other Loan Documents, as amended hereby; (e) the
Borrower's Certificate of Incorporation and Bylaws are in full force and effect
on and as of the date hereof without modification or amendment in any respect
since November 1, 1996; (f) as of the date hereof, (i) Borrower is in existence
and in corporate and tax good standing in the State of its organization, (ii)
the Borrower is qualified to do business as a foreign corporation and is in
corporate and tax good standing in each jurisdiction where Borrower is doing
business and is required to be so qualified, (iii) Borrower does not owe
franchise taxes or other taxes required to maintain its corporate existence and
no franchise tax reports are due, and
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(iv) no proceedings are pending for forfeiture of the Borrower's charter or for
its dissolution either voluntarily or involuntarily; and (g) the officer of
Borrower executing this Amendment has been duly elected and is, at present,
qualified and acting in the office indicated below such officer's name and is
duly authorized to execute this Amendment on behalf of Borrower.
ARTICLE VI
Miscellaneous Provisions
6.01 Survival of Representations and Warranties. All representations
and warranties made in the Loan Agreement or any other Loan Document, including,
without limitation, any document furnished in connection with this Amendment,
shall survive the execution and delivery of this Amendment and the other Loan
Documents, and no investigation by Lender or any closing shall affect the
representations and warranties or the right of Lender to rely upon them.
6.02 Reference to Loan Agreement. Each of the Loan Agreement and the
other Loan Documents, and any and all other agreements, documents or instruments
now or hereafter executed and delivered pursuant to the terms hereof or pursuant
to the terms of the Loan Agreement, as amended hereby, are hereby amended so
that any reference in the Loan Agreement and such other Loan Documents to the
Loan Agreement shall mean a reference to the Loan Agreement, as amended hereby.
6.03 Expenses of Lender. As provided in the Loan Agreement, Borrower
agrees to pay on demand all costs and expenses incurred by Lender in connection
with the preparation, negotiation and execution of this Amendment and the other
Loan Documents executed pursuant hereto and any and all amendments,
modifications, and supplements thereto, including, without limitation, the costs
and fees of Lender's legal counsel, and all costs and expenses incurred by
Lender in connection with the enforcement or preservation of any rights under
the Loan Agreement, as amended hereby, or any other Loan Documents, including,
without, limitation, the costs and fees of Lender's legal counsel.
6.04 Severability. Any provision of this Amendment held by a court
of competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
6.05 Successors and Assigns. This Amendment is binding upon and
shall inure to the benefit of Lender and Borrower and their respective
successors and assigns, except that Borrower may not assign or transfer any of
its rights or obligations hereunder without the prior written consent of Lender.
6.06 Counterparts. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument.
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6.07 Effect of Waiver. No consent or waiver, express or implied, by
Lender to or for any breach of or deviation from any covenant or condition by
Borrower shall be deemed a consent to or waiver of any other breach of the same
or any other covenant, condition or duty.
6.08 Headings. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
6.09 Applicable Law. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS
EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE
IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS.
6.10 Final Agreement. THE LOAN AGREEMENT AND THE OTHER LOAN
DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS
EXECUTED. THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY,
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY
PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED
BY BORROWER AND LENDER.
6.11 Release. BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE,
COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE
WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS
LIABILITY TO REPAY THE "OBLIGATIONS" OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF
ANY KIND OR NATURE FROM LENDER. BORROWER HEREBY VOLUNTARILY AND KNOWINGLY
RELEASES AND FOREVER DISCHARGES LENDER, ITS PREDECESSORS, OFFICERS, DIRECTORS,
AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS,
ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER,
KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED,
CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART
ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE BORROWER MAY NOW OR
HEREAFTER HAVE AGAINST LENDER, ITS PREDECESSORS, OFFICERS, DIRECTORS, AGENTS,
EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH
CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR
OTHERWISE, AND ARISING FROM ANY "LOANS", INCLUDING, WITHOUT LIMITATION, ANY
CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST
IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND
REMEDIES UNDER THE LOAN AGREEMENT
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OR OTHER LOAN DOCUMENTS, AND THE NEGOTIATION OF AND EXECUTION OF THIS AMENDMENT.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, this Amendment has been executed and is effective as of
the date first above-written.
"LENDER"
FLEET CAPITAL CORPORATION
By: /s/ Xxxxx XxxXxxxx
----------------------------------
Name: Xxxxx XxxXxxxx
--------------------------------
Title: Vice President
-------------------------------
"BORROWER"
LOWRANCE ELECTRONICS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxxx, President
LEI EXTRAS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------
Xxxxxx X. Xxxxxxxxx, President
LOWRANCE CONTRACTS, INC.
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Xxxxx X. Xxxxx, Vice President
SEA ELECTRONICS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------
Xxxxxx X. Xxxxxxxxx, President
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CONSENT, RATIFICATION AND RELEASE
The undersigned hereby consents to the terms of the within and foregoing
Eighth Amendment to Loan and Security Agreement, confirms and ratifies the terms
of his unconditional guaranty and acknowledges that his unconditional guaranty
is in full force and effect on the date executed, that he has no defense,
counterclaim, set-off or any other claim to diminish his liability under such
document, that his consent is not required to the effectiveness of the within
and foregoing document, and that no consent by him is required for the
effectiveness of any future amendment, modification, forbearance or other action
with respect to the Loans, the Collateral, or any Loan Documents. THE
UNDERSIGNED HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES
LENDER, ITS PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL
POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES,
AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED,
SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN
EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS
EXECUTED, WHICH THE UNDERSIGNED MAY NOW OR HEREAFTER HAVE AGAINST LENDER, ITS
PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND
IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION
OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY "LOANS", INCLUDING,
WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING
OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE
EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.
/s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxxx
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