EXHIBIT 4(pp)
Dated: 17 June 2004
Facility Agreement
between
Reach Ltd.
as Borrower
and
PCCW Limited and Telstra Corporation Limited
as Lenders
relating to
a US$50,000,000 Working Capital Revolving Loan Facility
CONTENTS
1. Facility............................................................1
2. Purpose.............................................................1
3. Drawdown............................................................1
4. Interest............................................................2
5. Repayment...........................................................2
6. The Lenders.........................................................3
7. Security............................................................3
8. Representations and Warranties......................................4
9. Undertakings........................................................4
10. Events of Default...................................................4
11. Payments............................................................4
12. Conditions Precedent................................................5
13. Assignment and Transfer.............................................5
14. Miscellaneous.......................................................5
15. Interpretation......................................................6
16. Notices.............................................................8
17. Governing Law and Jurisdiction......................................9
i
THIS AGREEMENT is dated the 17th day of June 2004 and made
--------------
BETWEEN
(1) Reach Ltd., a company incorporated in Bermuda having its registered
office at Xxxxxxxxx Xxxxx, 0 Xxxxxx Xxxxxx, P.O. Box HM 666, Xxxxxxxx XX
CX, Bermuda (the "Borrower"); and
(2) PCCW Limited and Telstra Corporation Limited (the "Lenders").
Background
(A) The Lenders have agreed to provide a working capital facility to the
Borrower on the terms set out in this Agreement.
(B) The Facility is granted subject to the condition that the Borrower's
obligations under this Agreement are secured and guaranteed in the
manner set out in this Agreement.
IT IS AGREED as follows:
1. Facility
The Lenders shall, on the terms and conditions set out in this
Agreement, provide a revolving loan facility of up to US$50 million (US
dollars fifty million) (or such greater amount as the Lenders may from
time to time unanimously agree) to the Borrower for a period ending on
31 December 2007. Capitalised words used in this Agreement shall have
the meaning given to them in clause 15 (Interpretation) and elsewhere in
this Agreement.
2. Purpose
The Facility shall be utilised by the Borrower to assist with its
general working capital requirements, for the payment of interest due on
the Facility and for on-lending to its subsidiaries for their working
capital requirements.
3. Drawdown
3.1 Subject, in respect of the first Advance, to fulfilment of the
conditions set out in clause 12 (Conditions Precedent) and, in respect
of all Advances, to clause 3.2, the Borrower may from time to time
during the Availability Period request an Advance under the Facility in
an amount not exceeding the Available Facility. The Borrower shall give
notice to the Lenders of its intention to draw not later than 11:00 a.m.
on the fifth Business Day before the proposed drawing date (which shall
be a Business Day) and shall thereby confirm that each condition
specified in clause 3.2 is satisfied on the date of such notice.
3.2 No Advance (other than a Rollover Advance) shall be made if, at the time
when it is requested or is to be made, (1) there would be a breach of
any representation and warranty referred to in clause 6 (Representations
and Warranties) or there exists an Event of Default or a Potential Event
of Default or (2) unless such Advance is a Rollover Advance or an
Interest Advance, the Board of the Borrower has not given its unanimous
approval for such Advance.
3.3 Subject to the terms of this Agreement, the Lenders shall make each
Advance available to the Borrower on the proposed drawing date and each
Lender shall participate in such Advance according to its Proportion.
However, a Lender need not make available its Proportion of an Advance
unless it is satisfied that the other Lender will make available its
Proportion of the Advance at the same time. In addition, until the
Borrower has received the correct Proportions of each Advance from each
Lender, it must hold any amount it has received from a Lender in a
separate account to be immediately repaid to that Lender if the Borrower
does not (on the same day) receive the other Lender's correct Proportion
of the Advance requested.
1
3.4 The Available Facility will be cancelled and reduced to zero at the end
of the Availability Period and shall not be available for drawing.
4. Interest
4.1 Interest will accrue during the Interest Period for an Advance at the
rate determined by the Lenders to be the aggregate of (1) the Lenders'
margin of 2.5% per annum and (2) LIBOR.
4.2 The Interest Period for an Advance shall be one, two or three months or
such other duration as may be mutually agreed. The Borrower must notify
the Lenders at the time it requests the Advance in accordance with
clause 3.1 of the duration of the Interest Period selected. If an
Interest Period is not selected for an Advance, it shall have an
Interest Period of one month (or, if a Rollover Advance, equal to the
Interest Period of the Advance then ending). No Interest Period may
extend beyond the Final Maturity Date and any Interest Period that would
otherwise extend beyond that date shall instead end on it.
4.3 Any interest not paid on its due date shall be capitalised and shall
thereafter form part of the principal amount due under this Agreement.
An Interest Advance in an amount equal to such unpaid interest shall be
deemed to have been made on such due date and shall have an Interest
Period equal to the Interest Period for any other Advance to be made on
the same day, failing which, of 3 months (or such other period as the
Borrower and the Lenders may agree) and interest shall accrue on such
Interest Advance at the applicable rate of interest determined under
clause 4.1.
4.4 Any money payable under this Agreement which is not paid when due by the
Borrower shall bear interest on a daily basis from the due date to the
date of actual payment. Unless capitalised into an Interest Advance
(where the interest is determined as specified in clause 4.3) such
interest shall be calculated by reference to such successive default
Interest Periods as the Lenders may from time to time select (acting
reasonably).
4.5 Interest on an overdue amount (unless capitalised into an Interest
Advance) shall be charged at the rate per annum determined by the
Lenders to be equal to 3.5% per annum above the cost to the Lenders (as
conclusively determined by the Lenders) of funding such overdue amount
(or each Lender's Proportion of it) from such source(s) and for such
period(s) as the Lenders may decide. Interest so accrued shall be due on
demand or (in the absence of demand) on the last day of the default
Interest Period in which it accrued and, if unpaid, shall be compounded
on the last day of that and each successive Interest Period. Interest
shall be charged and compounded on this basis both before and after any
judgment obtained under this Agreement.
4.6 Interest on each Advance or overdue amount will be calculated on the
basis of actual days elapsed and a 360 day year and, save as otherwise
provided in this Agreement, will be payable by the Borrower on the last
Business Day of the Interest Period relating to such Advance or overdue
amount.
4.7 If at any time the Lenders determine (which determination shall be
conclusive and binding) that by reason of circumstances affecting the
London interbank market generally, adequate and fair means do not exist
for ascertaining LIBOR for an Interest Period or such rate cannot be
determined for that Interest Period, the Lenders shall promptly notify
the Borrower and as soon as practicable following such notification, the
Borrower and the Lenders shall negotiate in good faith with a view to
agreeing an alternative basis for funding the Facility and determining
the applicable interest rate. If an alternative basis is not so agreed
within 30 days of commencing negotiation, the Lenders may require the
Borrower to prepay the Facility whereupon each Advance shall be prepaid
in full together with accrued interest at such rate as the Lenders may
reasonably determine at the end of its Interest Period.
5. Repayment
5.1 Subject to clauses 5.3 and 10 (Events of Default), each Advance shall be
repaid on the last day of its Interest Period.
2
5.2 Subject to the terms of this Agreement, any amount repaid under clause
5.1 may be reborrowed.
5.3 If all or part of an Advance is to be repaid from the proceeds of all or
part of a Rollover Advance, the amount to be repaid by the Borrower
shall be set-off against the amount of such Rollover Advance and the
party to whom the smaller amount is to be paid shall pay to the other
party a sum equal to the difference between the two amounts.
5.4 All outstanding Advances and other sums (if any) owing under the
Facility shall in any event be repaid or paid in full by the Final
Maturity Date and shall not thereafter be available for borrowing.
6. The Lenders
6.1 No Lender has any responsibility to the Obligors or to the other Lender
for any Obligor's compliance or non-compliance with the Finance
Documents.
6.2 Each Lender shall advance (or, as the case may be, be deemed to have
advanced) to the Borrower its Proportion of each Advance.
6.3 The obligations of each Lender under the Finance Documents are several.
A failure by a Lender to perform its obligations under the Finance
Documents does not affect the obligations of any Obligor. No Lender is
liable for the failure by the other Lender to perform its obligations.
6.4 Subject to clause 6.5, the rights of each Lender are several. Any debt
arising under the Finance Documents at any time from the Obligors to any
of Lenders is a separate and independent debt.
6.5 Despite clause 6.4, the Lenders agree that:
(a) neither of the Lenders may exercise any right or discretion
under or in connection with the Finance Documents without the
other Lender's consent; and
(b) all actions that a Lender may take under or in connection with
the Finance Documents must be exercised jointly with the other
Lender.
6.6 Any repayment or prepayment of an Advance shall be divided between the
Lenders according to each Lender's Proportion at the time immediately
before the payment is made.
6.7 Each Lender agrees that if it receives or recovers any amount in respect
of a Loan (a "payment") which is more than it would have received or
recovered if the payment had been made or received in the correct
Proportion for each Lender in accordance with clause 6.6, that Lender
must immediately pay an amount to the other Lender so that the other
Lender receives the amount that it should have received if the payment
had been made or received in the correct Proportion for each Lender.
The Borrower agrees that any amount paid to a Lender under this clause
6.7:
(a) increases the principal amount owing under the Facility to the
Lender that makes the payment; and
(b) decreases the principal amount owing under the Facility to the
Lender that receives the payment,
by the amount of the payment.
7. Security
All the Borrower's obligations in respect of this Facility shall at all
times be (1) unconditionally guaranteed by the Guarantors and (2)
unconditionally secured by the Security Documents.
3
8. Representations and Warranties
The representations and warranties set out in clause 11 of the Term Loan
Facility are incorporated in this Agreement mutatis mutandis as if set
out in full and the relevant parties making them were a party to this
Agreement, and shall be made on the date of this Agreement and repeated
on the first day of each Interest Period by reference to the
circumstances then existing.
9. Undertakings
The undertakings set out in clause 12 of the Term Loan Facility are
incorporated in this Agreement mutatis mutandis and the Borrower
undertakes to the Lenders to perform such undertakings as if set out in
full.
10. Events of Default
The events of default set out in clause 13 of the Term Loan Facility are
incorporated in this Agreement mutatis mutandis and shall constitute
Events of Default as if set out in full. Upon the occurrence of an Event
of Default the Lenders' Commitment to make available the Facility shall
be suspended and, at the Lenders' option, shall cease and the Loan and
all accrued interest and other amounts owing under this Agreement shall
become repayable forthwith on demand in writing made by the Lenders at
any time.
11. Payments
11.1 All payments by the Borrower under or in connection with this Agreement,
whether of principal, interest or otherwise, shall be made in US dollars
to the Lenders at the following accounts (in proportion to the
Outstandings):-
PCCW Limited Telstra Corporation Limited
Bank: HSBC Bank USA, New York Bank: Citibank N.A., New York
Swift Code: XXXXXX00 Swift Code: XXXXXX00
Chips UID: 076026 CHIPS/Fedwire number: CP0008/FW021000089
Account Name: HSBC, Hong Kong Main Branch Account Name: Telstra Corporation Limited
Account No.: 000044407 Account No.: 00000000
Further credit to: PCCW Limited
Account No.: 600 000 000 0000
(or to such other account or bank as the Lenders may specify from time
to time) for value on the due date by such times and in such funds as
the Lenders may specify as being customary at the time for settlement of
transactions in US dollars, without set-off or counterclaim and free of
any deduction or withholding for or on account of tax unless the
Borrower is compelled by law to make such a payment subject to the
deduction or withholding of tax.
11.2 If the Borrower is compelled by law to make any such deduction or
withholding from or in respect of any amount payable by the Borrower
under or in connection with this Agreement, the Borrower will pay to the
Lenders such additional amount as is required to ensure that the Lenders
receives (free from any liability in respect of any such deduction or
withholding) a net amount equal to the full amount which it would have
received if no such deduction, withholding or payment had been made.
11.3 All taxes required by law to be deducted or withheld by the Borrower
from any amounts payable or paid under or in connection with this
Agreement shall be paid by the Borrower to the appropriate authority
within the time allowed for such payment under applicable law and the
Borrower shall, within 30 days of the payment being made, deliver to the
Lenders evidence reasonably satisfactory to the Lenders (including all
relevant tax receipts) that the payment has been duly remitted to the
appropriate authority.
11.4 Clauses 8.4, 9 and 10 of the Term Loan Facility are incorporated into
this Agreement mutatis mutandis.
4
12. Conditions Precedent
The Facility will become available to the Borrower when the Lenders has
received in form and content satisfactory to the Lenders:
(A) Fully executed originals of the Term Loan Facility and the
Finance Documents (in the case of the Security Documents, in
registrable form).
(B) A copy certified by one of the Borrower's officers of a
resolution of the Borrower's board of directors (or other
authority satisfactory to the Lenders) authorising the execution
by the Borrower of this Agreement and designating those persons
authorised (1) to sign this Agreement, (2) to approve and sign
any renewals or amendments of or to the Facility or this
Agreement, (3) to approve and sign any other document required
from the Borrower under this Agreement and (4) to request
utilisation and otherwise to operate this Facility, in each case
together with certified specimens of their signatures.
(C) (1) a copy certified by an officer of the relevant company of
the resolution of the board of directors (or other authority
satisfactory to the Lenders) of the giver of each Security
Document and of each Guarantor authorising the execution of the
relevant Security Document and/or, as the case may be, of the
Term Loan Facility and designating those persons authorised to
sign the same, together with certified specimens of their
signatures, and (2) a copy certified by an officer of the
relevant company of the certificate of incorporation and
memorandum and articles of association (or other constitutional
documents) of the Guarantor and the giver of each Security
Document.
(D) Evidence of the appointment of a process agent in England in
respect of each of the Obligors.
(E) A Deed of Release in a form acceptable to the Lenders (as
evidenced by their execution thereof) fully executed by each
party to it (and the release of the Obligors contemplated by it
having become effective).
13. Assignment and Transfer
13.1 The Borrower may not assign or transfer any of its rights and/or
obligations under or in respect of this Agreement.
13.2 The Borrower acknowledges that each of the Lenders may assign and/or
transfer its rights and/or obligations under this Agreement and the
Security Documents, and any person to which such rights and/or
obligations may from time to time be so assigned or transferred shall be
entitled to the benefit of this Agreement and the Security Documents to
the extent of such assignment or transfer as if such person had
constituted an original lender under this Agreement, provided that the
consent of the other Lender shall be required for any such assignment or
transfer.
13.3 The Borrower agrees at the expense of the relevant Lender to execute and
deliver, or to procure the execution and delivery of, such document(s)
as may be required by the Lenders to effect such assignment or transfer.
14. Miscellaneous
14.1 All certifications or determinations by the Lenders of a rate or amount
under this Agreement shall be conclusive evidence of the matters to
which they relate, except in any case of manifest error.
14.2 No delay or omission by the Lenders in exercising any right or power
under this Agreement shall impair such right or power, and any single or
partial exercise of it shall not preclude any other or further exercise
of it or the exercise of any other right or power. The rights and
remedies of the Lenders under this Agreement are cumulative and not
exclusive of any right or remedy provided by law.
5
14.3 The Borrower shall indemnify the Lenders on demand (without prejudice to
Lenders' other rights) for any expense, loss or liability properly
incurred by the Lenders in consequence of (1) any failure by the
Borrower to borrow in accordance with a notice of drawing given by it to
the Lenders (other than by reason of default or negligence by the
Lenders), or (2) any default or delay by the Borrower in the payment of
any amount when due under this Agreement, or (3) the occurrence or
continuance of any event referred to in clause 10 (Events of Default) or
(4) all or part of an Advance being prepaid or repaid otherwise than on
the maturity of the then current Interest Period for such Advance
including, without limitation, any loss (including loss of margin),
expense or liability sustained or incurred by the Lenders in any such
event in liquidating or re-deploying funds acquired or committed to
fund, make available or maintain that Advance (or any part of it).
14.4 Any legal fees and expenses, stamp duty and other transactional taxes
and other out of pocket expenses properly incurred by the Lenders in
connection with the negotiation, preparation and execution of this
Agreement or any consent or waiver or the enforcement and preservation
by the Lenders of its rights under this Agreement will be reimbursed by
the Borrower on demand by the Lenders on a full indemnity basis.
14.5 At any time while an Event of Default is continuing or after the Loan
has been accelerated, a Lender may set off any matured obligation owed
by it to any Obligor against any matured obligation owing to it by such
Obligor, regardless of the place of payment or currency of the matured
obligations.
14.6 If, for any reason, any amount payable under this Agreement is paid or
is recovered in a currency (the "other currency") other than that in
which it is required to be paid (the "contractual currency"), then, to
the extent that the payment to the Lenders (when converted into the
contractual currency at the then applicable rate of exchange) falls
short of the amount unpaid under this Agreement, the Borrower shall, as
a separate and independent obligation, fully indemnify the Lenders on
demand against the amount of the shortfall.
14.7 If any sum paid or recovered in respect of the liabilities of the
Borrower under this Agreement is less than the amount then due, the
Lenders may apply that sum to principal, interest, fees or any other
amount due under this Agreement in such proportions and order and
generally in such manner as the Lenders shall reasonably determine.
14.8 If at any time any provision of this Agreement is or becomes illegal,
invalid or unenforceable, the remaining provisions shall in no way be
affected or impaired thereby.
15. Interpretation
15.1 In this Agreement, unless the context otherwise requires:
"Advance" means the principal amount of each borrowing made or to be
made under the Facility or (as the case may be) the principal amount for
the time being outstanding in respect of such borrowing, and shall
include an Interest Advance;
"Agreement Date" means the date of this Agreement, being the date first
stated on page 1 above;
"Available Facility" at any time means the amount of the Facility at
such time less the principal amount of any Advance which has been made
(or is due to be made before the proposed drawdown date) and has not
been repaid or is not due to be repaid on or before the proposed
drawdown date;
"Availability Period" means the period from the Agreement Date to 1
December 2007 (both days inclusive);
"Business Day" means a day (other than a Saturday or Sunday) on which
the Lenders are ordinarily open for business in Hong Kong and Australia
or, if such reference relates to the date for the payment or purchase of
any sum denominated in US dollars, New York and London or, if such
reference relates to a day on which LIBOR is to be determined, London;
6
"Commitment" means, at any time, for a Lender, half of the total
Facility amount made available at such time under this Agreement;
"Term Loan Facility" means the syndicated term loan facility agreement
dated 12 January 2001 to which the Borrower is a party as borrower (as
amended and restated by amendment and restatement agreements dated 15
April 2003 and 17 June 2004);
"Event of Default" means any event or change referred to in clause 10;
"Facility" means the loan facility made available under this Agreement
(as increased or reduced from time to time in accordance with its
provisions);
"Final Maturity Date" means 31 December 2007;
"Finance Documents" means this Agreement, the Security Documents, the
Guarantees and any other document which from time to time may be granted
in favour of the Lenders in connection with the Facility;
"Floating Charges" means the floating charges in favour of the Lenders
granted or to be granted by Reach Ltd., Reach Global Networks Limited,
Reach Networks Hong Kong Limited and Reach Networks Australia Pty
Limited;
"Guarantees" means the guarantee and indemnity by each of the Guarantors
set out in the Term Loan Facility;
"Guarantors" has the same meaning as is given to it in the Term Loan
Facility;
"Interest Advance" means an Advance which is made to pay accrued
interest under the facility in the manner specified in clause 4.3;
"Interest Period" means, in relation to any Advance or overdue amount,
each period selected under this Agreement for the purpose of calculating
the interest rate from time to time applicable to that Advance or
overdue amount;
"LIBOR" means, in relation to any Advance or overdue amount and any
Interest Period relating to it, the rate per annum determined by the
Lenders to be equal to the official fixing rate by the British Banker
Association for US$ conducted each day at 11:00 am (London time) which
appear on the page of the Reuters Monitor Money Rates Service (or, if
not available, a successor or substitute page or service selected by the
Lenders after consultation with the Borrower) which displays London
interbank offered rates for US$ (being current "LIBOR01" for US$) for
the Interest Period (or any period which may, in the Lenders' reasonable
opinion, be comparable to the Interest Period) as of 11:00 am (London
time) on the day that is two Business Days before the first day of such
Interest Period, or, if no such rate is quoted, the average (rounded
upwards, if necessary, to the nearest four decimal places) of the rates
at which each Lender is able to obtain comparable amounts of US$ from
whatever source it may reasonably select for a period comparable to such
Interest Period;
"Loan" means the aggregate of all Advances for the time being
outstanding;
"month" means a period starting on one day in a calendar month and
ending on the corresponding day in the next calendar month or, if that
is not a Business Day, on the next Business Day unless that falls in
another calendar month in which case it shall end on the preceding
Business Day, save that where a period starts on the last Business Day
in a month or there is no corresponding day in the month in which the
period ends, that period shall end on the last Business Day in the later
month;
"Obligors" means the Borrower, each Guarantor and each party to the
Security Documents (other than the Lenders);
7
"Outstandings" in respect of a Lender at any time means the principal
amount of the Loan at such time which is repayable to such Lender;
"person" shall be construed as a reference to any person, firm, company,
corporation, government, state or agency of a state or any association
or partnership (whether or not having separate legal personality) of two
or more of the foregoing;
"Potential Event of Default" means any event or circumstance of which
the Borrower is aware which, with the giving of notice, expiry of a
grace period or the making of any determination under a Finance Document
or any combination of them, would be an Event of Default;
"Proportion" means, at any time, for a Lender, the proportion which such
Lender's Commitment bears to the aggregate of the Lenders' Commitments;
"Rollover Advance" means one or more Advances:
(1) made or to be made on the same day that a maturing Advance is to
be repaid; and
(2) the aggregate amount of which is equal to or less than the
maturing Advances;
"Security Documents" means the Share Charges, the Floating Charges and
any other document which may be provided to the Lenders from time to
time pursuant to this Agreement to provide a security interest in favour
of the Lenders over assets or revenues of the Borrower or any third
party as security for the Borrower's obligations under this Agreement
and the other Finance Documents;
"Share Charges" means the share charges in favour of the Lenders granted
or to be granted by each of Reach Ltd., Reach Global Networks Limited
and Reach International Holdings Limited; and
"US dollars" and "US$" means the lawful currency for the time being of
the United States of America.
15.2 References to any person include any successor or permitted assignee or
transferee of that person.
15.3 Save where the context otherwise requires, any expression in this
Agreement incorporating the singular shall include the plural and vice
versa.
15.4 Unless stated otherwise, references to a time of the day are references
to the time in Hong Kong.
16. Notices
Every notice, request or other communication shall:
(1) be in writing delivered personally or by prepaid first class
letter or facsimile transmission;
(2) be deemed to have been received, in the case of a letter when
delivered personally or two Business Days after it has been sent
by first class post or, in the case of facsimile transmission,
at the time of transmission with a facsimile transmission report
or other appropriate evidence (provided that if the date of
transmission is not a Business Day it shall be deemed to have
been received at the opening of business on the next Business
Day); and
(3) be sent to the Borrower or, as the case may be, to the Lenders
at the relevant address stated below or to such other address as
may be notified in writing by the relevant party to the other
party.
(A) if to the Lenders:
PCCW Limited and Telstra Corporation Limited
8
39th Floor, PCCW Tower Xxxxx 00
XxxXxx Xxxxx 000 Xxxxxxxxxx Xxxxxx
000 Xxxx'x Xxxx Xxxxxxxxx XXX 0000
Quarry Bay Australia
Hong Kong
Fax: x000 0000 0000 x00 0 0000 0000
Tel: x000 0000 0000 x00 0 0000 0000
Attention: Company Secretary Company Secretary
(B) if to the Borrower:
Reach Ltd.
x/x 00xx Xxxxx
Xxxxxxx Xxxxx
0 Xxxxxxxxxx Xxxx
Xxxxxxx
Xxxx Xxxx
Fax: x000 0000 0000 and x000 0000 0000
Tel: x000 0000 0000
Attention: Finance Director / General Counsel
All communications by the Borrower shall be effective only on actual
receipt by the Lenders.
17. Governing Law and Jurisdiction
17.1 This Agreement shall be governed by and construed in accordance with
English law.
17.2 The Borrower hereby irrevocably submits, for the exclusive benefit of
the Lenders, to the jurisdiction of the courts of England (but without
prejudice to the right of the Lenders to commence proceedings against
the Borrower in any other jurisdiction) and irrevocably waives any
objections on the ground of venue or forum non conveniens or any similar
grounds.
17.3 The Borrower waives generally all immunity it or its assets or revenues
may otherwise have in any jurisdiction, including immunity in respect of
the giving of any relief by way of injunction on order for specific
performance or for the recovery of assets or revenues and the issue of
any process against its assets or revenues for the enforcement of a
judgment or, in an action in rem, for the assets, detention or sale of
any of its assets and revenues.
THIS AGREEMENT was signed on the date first stated on page 1 above.
For and on behalf of
PCCW Limited
For and on behalf of
Telstra Corporation Limited
For and on behalf of
Reach Ltd.
9
