EXHIBIT 10.17
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment"),
dated as of November 5, 1999, and entered into by and among BRONNERCOM, LLC
("Company"), a Delaware limited liability company (formerly known as Xxxxxxx
Xxxxxxxx Xxxxxxxx, LLC, and successor by merger to Strategic Interactive Group,
LLC), the lenders listed on the signature pages hereof (collectively,
"Lenders"), Bankers Trust Company, as Administrative Agent (in said capacity,
"Administrative Agent"), Fleet Boston Corporation, as Documentation Agent and as
Syndication Agent (in said capacities, "Documentation Agent" and "Syndication
Agent", and together with Administrative Agent, "Agents"). This First Amendment
is made with reference to that certain Credit Agreement (the "Credit
Agreement"), dated as of January 6, 1999, by and among Company, Lenders and
Agents. Capitalized terms used herein without definition shall have the same
meanings herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, Company, Lenders and Agents desire to amend the Credit
Agreement in certain respects, including increasing the aggregate amount of
Revolving Loan Commitments from $20,000,000 to $25,000,000 for sole purpose of
increasing the amount available for drawing under Letters of Credit;
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the parties
hereto agree as follows:
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT
1.1 Amendment to Subsection 1.1: Definitions.
----------------------------------------
A. Subsection 1.1 of the Credit Agreement is hereby amended by adding the
following definitions:
"First Amendment" means the First Amendment to Credit Agreement dated
as of November 5, 1999 by and among Company, Lenders and Agents.
"First Amendment Closing Date" means November 11, 1999.
B. Subsection 1.1 of the Credit Agreement is further amended by deleting
the definition of Revolving Notes and inserting the following in lieu thereof:
"Revolving Notes" means (i) the promissory notes of Company issued
pursuant to subsection 2.lE(ii) on the Closing Date, (ii) the promissory notes
of Company issued pursuant to the First Amendment on the First Amendment Closing
Date and (iii) any promissory notes issued by Company pursuant to the last
sentence of subsection 10.1 B(i) in connection with assignments of the Revolving
Loan Commitments or Revolving Loans of any Lenders, in each
1
case substantially in the form of Exhibit V annexed hereto or Exhibit V-A
--------- -----------
attached to the First Amendment, as they may be amended, supplemented or
otherwise modified from time to time.
1.2 Amendment to Subsection 2.1: Commitments; Making of Loans; the Register;
-----------------------------------------------------------------------
Notes.
-----
A. (i) Subsection 2.1A(ii) is hereby amended by deleting the reference
to "$20,000,000" contained therein and substituting "$25,000,000" therefor.
(ii) Subsection 2.1A(ii) is further amended by deleting the last
sentence thereof and inserting the following in lieu thereof:
"Anything contained in this Agreement to the contrary notwithstanding
the Revolving Loans and the Revolving Loan Commitments shall be
subject to the following limitations in the amounts and during the
periods indicated.
(a) in no event shall the Total Utilization of Revolving Loan
Commitments at any time exceed the Revolving Loan
Commitments then in effect;
(b) in no event shall the sum of the aggregate outstanding
principal amount of all Revolving Loans plus the aggregate
outstanding principal amount of all Swing Line Loans exceed
$20,000,000; and
(c) for 30 consecutive days during each consecutive twelve-
month period, the sum of the aggregate outstanding
principal amount of all Revolving Loans plus the aggregate
outstanding principal amount of all Swing Line Loans shall
not exceed $8,000,000."
(iii) Subsection 2.1A(iii) is hereby amended by deleting the last
sentence thereof and inserting the following in lieu thereof:
"Anything contained in this Agreement to the contrary notwithstanding
the Swing Line Loans and the Swing Line Loan Commitments shall be
subject to the following limitations in the amounts and during the
periods indicated.
(a) in no event shall the Total Utilization of Revolving Loan
Commitments at any time exceed the Revolving Loan
Commitments then in effect;
(b) in no event shall the sum of the aggregate outstanding
principal amount of all Revolving Loans plus the aggregate
outstanding principal amount of all Swing Line Loans exceed
$20,000,000; and
(c) for 30 consecutive days during each consecutive twelve-
month period, the sum of the aggregate outstanding
principal amount of
2
all Revolving Loans plus the aggregate outstanding principal
amount of all Swing Line Loans shall not exceed $8,000,000."
1.3 Amendment to Subsection 2.4: Repayments, Prepayments and Reductions in
----------------------------------------------------------------------
Commitments; General Provisions Regarding Payments.
--------------------------------------------------
A. Subsection 2.4A of the Credit Agreement is hereby amended by deleting
the table set forth therein and inserting the following in lieu thereof:
Date Scheduled Repayment
---- -------------------
September 30, 1999 $ 2,446,636.33
December 31, 1999 2,446,636.33
June 30, 2000 2,446,636.33
September 30, 2000 2,446,636.33
December 31, 2000 2,446,636.33
June 30, 2001 3,425,290.87
September 30, 2001 3,425,290.87
December 31, 2001 3,425,290.87
June 30, 2002 4,403,945.40
September 30, 2002 4,403,945.40
December 31, 2002 4,403,945.40
June 30, 2003 5,382,599.93
September 30, 2003 5,382,599.93
December 31, 2003 5,382,599.93
June 30, 2004 7,176,799.91
September 30, 2004 7,176,799.91
December 31, 2004 7,176,799.93
--------------
Total $73,399,090.00
1.4 Amendment to Subsection 3.1: Issuance of Letters of Credit and Lenders'
-----------------------------------------------------------------------
Purchase of Participations Therein.
----------------------------------
A. Subsection 3.1A(ii) is hereby amended by deleting the reference to
"$10,000,000" contained therein and substituting "$15,000,000" therefor.
1.5 Amendments to Subsection 6.11: Deposit Accounts and Cash Management
-------------------------------------------------------------------
Systems.
-------
A. Subsection 6.11 of the Credit Agreement is hereby amended by deleting
the number "$500,000" each place it appears therein and by inserting the number
"$1,000,000" in lieu thereof.
1.6 Amendments to Subsection 6.1: Financial Statements and Other Reports.
--------------------------------------------------------------------
A. Subsection 6.1 (iv) of the Credit Agreement is hereby amended by
deleting the phrase "together with each delivery of financial statements of
Company and its Subsidiaries
3
pursuant to subdivisions (i), (ii) and (iii) above, (a) an Officers' Certificate
of Company" and by inserting the following in lieu thereof:
"(a) together with each delivery of financial statements of Company
and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) above, an
Officers' Certificate of Company".
B. Subsection 6.1(iv) of the Credit Agreement is hereby further amended
by deleting the phrase "(b) a Compliance Certificate" and by inserting the
following in lieu thereof:
"(b) together with each delivery of financial statements of Company
and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, (x) a
Compliance Certificate" and by deleting the phrase "and (c)" and by
inserting in lieu thereof "and (y)".
1.7 Amendments to Subsection 7.8: Consolidated Capital Expenditures.
---------------------------------------------------------------
A. Subsection 7.8 of the Credit Agreement is hereby amended by deleting
the first line in the table contained in such subsection and by inserting the
following in lieu thereof.
Maximum Consolidated
"Fiscal Year Capital Expenditures
1999 $11,500,000"
1.8 Amendment to Exhibits and Schedules.
-----------------------------------
A. The Credit Agreement is hereby amended by adding Exhibit V-A hereto
-----------
as Exhibit V-A thereto.
-----------
B. Schedule 2.1 to the Credit Agreement is hereby amended by deleting it
in its entirety and inserting Schedule 2.1 hereto in lieu thereof.
SECTION 2. ADDITIONAL NOTES
Company agrees to execute and deliver to each Lender that has agreed
to increase its Revolving Loan Commitment an additional Revolving Note (each an
"Additional Revolving Note"), in the form of Exhibit V-A to this First Amendment
-----------
with appropriate insertions, to evidence Revolving Loans in excess of the
Revolving Loan Commitment of such Lender as in effect prior to the First
Amendment Closing Date. Each of the parties hereto acknowledges and agrees that
each Additional Revolving Note is a Revolving Note for all purposes under the
Credit Agreement and the other Loan Documents and that the loans evidenced by
the Additional Revolving Notes shall constitute Revolving Loans for all purposes
under the Credit Agreement and the other Loan Documents.
4
SECTION 3. CONDITIONS TO EFFECTIVENESS. This First Amendment shall be effective
only if the following conditions precedent have been satisfied:
A. On or before the First Amendment Closing Date, Company shall deliver
to Administrative Agent the following:
(i) Signature and incumbency certificates of its officers executing
this First Amendment.
(ii) Copies of this First Amendment executed by Company and each
other Loan Party.
(iii) An Additional Revolving Note to the Lenders described in
Section 2.
(iv) Resolutions of the members of Company approving and authorizing
this First Amendment and the Additional Revolving Notes.
(v) An opinion of counsel to Company as to the due authorization,
execution and delivery and enforceability of the First Amendment and the
Additional Revolving Notes in form and substance satisfactory to
Administrative Agent and its counsel.
B. On or before the First Amendment Closing Date, Administrative Agent
shall have received copies of the First Amendment executed by Requisite Lenders.
C. Company shall pay to Administrative Agent a financing fee equal to
2.00% of the aggregate amount of the $5,000,000 in additional Revolving Loan
Commitments (the "Additional Revolving Loan Commitments") and Administrative
Agent shall distribute to each of the Lenders providing such Additional
Revolving Loan Commitments a portion of such financing fee in an amount equal to
2.00% of their pro rata share of such Additional Revolving Loan Commitments.
D. On or before the First Amendment Closing Date, all corporate and
other proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto shall be satisfactory
in form and substance to Administrative Agent, acting on behalf of Lenders, and
its counsel and Administrative Agent and such counsel shall have received all
such counterpart originals or certified copies of such documents as
Administrative Agent may reasonably request.
SECTION 4. COMPANY'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, Company represents and
warrants to each Lender that the following statements are true, correct and
complete:
A. Power and Authority. Company has all requisite power and authority to
-------------------
enter into this First Amendment, to issue the Additional Revolving Notes and to
carry out the transactions
5
contemplated by, and perform its obligations under, the Credit Agreement as
amended by this First Amendment (the "Amended Agreement") and the Additional
Revolving Notes.
B. Authorization of Agreements. The execution and delivery of this First
---------------------------
Amendment and the Additional Revolving Notes and the performance of the Amended
Agreement and the Additional Revolving Notes have been duly authorized by all
necessary action on the part of Company and each other Loan Party.
C. No Conflict. The execution and delivery by Company of this First
-----------
Amendment and the Additional Revolving Notes and the performance by Company of
the Amended Agreement and the Additional Revolving Notes do not and will not (i)
violate any provision of any law or any governmental rule or regulation
applicable to Company or any of its Subsidiaries, the organizational documents
of Company or any of its Subsidiaries or any order, judgment or decree of any
court or other agency of government binding on Company or any of its
Subsidiaries, (ii) conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under any Contractual Obligation of
Company or any of its Subsidiaries, (iii) result in or require the creation or
imposition of any Lien upon any of the properties or assets of Holdings, Company
or any of its Subsidiaries (other than Liens created under any of the Loan
Documents in favor of Administrative Agent on behalf of Lenders), or (iv)
require any approval of stockholders or any approval or consent of any Person
under any Contractual Obligation of Holdings, Company or any of its
Subsidiaries.
D. Governmental Consents. The execution and delivery by Company and each
---------------------
other Loan Party of this First Amendment and the Additional Revolving Notes and
the performance by Company and each other Loan Party of the Amended Agreement
and the Additional Revolving Notes do not and will not require any registration
with, consent or approval of, or notice to, or other action to, with or by, any
federal, state or other governmental authority or regulatory body except for
such registrations, consents, approvals, notices or other actions which have
been or will be made, obtained, given or taken on or before the First Amendment
Closing Date or which the failure to obtain or take could not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect.
E. Binding Obligation. This First Amendment, the Additional Revolving
------------------
Notes and the Amended Agreement have been duly executed and delivered by Company
and are the legally valid and binding obligations of Company, enforceable
against Company in accordance with their respective terms, subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.
F. Incorporation of Representations and Warranties From Credit Agreement.
---------------------------------------------------------------------
The representations and warranties contained in Section 5 of the Credit
Agreement are and will be true, correct and complete in all material respects on
and as of the effective date of this First Amendment to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.
6
G. Absence of Default. No event has occurred and is continuing or will
------------------
result from the consummation of the transactions contemplated by this First
Amendment that would constitute an Event of Default or a Potential Event of
Default.
SECTION 5. ACKNOWLEDGEMENT AND CONSENT
Company is a party to the Company Pledge Agreement, the Company
Security Agreement and the Collateral Account Agreement. Each Subsidiary
Guarantor is a party to a Subsidiary Guaranty, Subsidiary Pledge Agreement and
Subsidiary Security Agreement, and Holdings is a party to the Holdings Guaranty
and the Holdings Pledge Agreement, pursuant to which such Subsidiary Guarantors
and Holdings have (i) guarantied the Obligations, (ii) created Liens in favor of
Administrative Agent on certain Collateral, and (iii) pledged certain Collateral
to Administrative Agent to secure the obligations of such Subsidiary Guarantor
under the Subsidiary Guaranty or Holdings under the Holdings Guaranty, as the
case may be. Company, Holdings and Subsidiary Guarantors are collectively
referred to herein as the "Credit Support Parties," and the Company Pledge
Agreement, the Company Security Agreement, the Collateral Account Agreement, the
Holdings Guaranty, the Holdings Pledge Agreement, the Subsidiary Guaranty, the
Subsidiary Pledge Agreements and the Subsidiary Security Agreements are
collectively referred to herein as the "Credit Support Documents."
Each Credit Support Party hereby acknowledges that it has reviewed
the terms and provisions of the Credit Agreement and this First Amendment and
consents to the amendment of the Credit Agreement effected pursuant to this
First Amendment. Each Credit Support Party hereby confirms that each Credit
Support Document to which it is a party or otherwise bound and all Collateral
encumbered thereby will continue to guaranty or secure, as the case may be, to
the fullest extent possible the payment and performance of all "Obligations,"
"Guarantied Obligations" and "Secured Obligations," as the case may be (in each
case as such terms are defined in the applicable Credit Support Document),
including without limitation the payment and performance of all such
"Obligations," "Guarantied Obligations" or "Secured Obligations," as the case
may be, in respect of the Obligations of Company now or hereafter existing under
or in respect of the Amended Agreement and the Notes.
Each Credit Support Party acknowledges and agrees that any of the
Credit Support Documents to which it is a party or by which it is otherwise
bound shall continue in full force and effect and that all of its obligations
thereunder shall be valid and enforceable and shall not be impaired or limited
by the execution or effectiveness of this First Amendment. Each Credit Support
Party represents and warrants that all representations and warranties contained
in the Amended Agreement and the Credit Support Documents to which it is a party
or otherwise bound are true, correct and complete in all material aspects on and
as of the effective date of this First Amendment to the same extent as though
made on and as of that date, except to the extent such representations and
warranties specifically relate to an earlier date, in which case they were true,
correct and complete in all material respects on and as of such earlier date.
Each Credit Support Party (other than Company) acknowledges and
agrees that (i) notwithstanding the conditions to effectiveness set forth in
this First Amendment, such Credit Support Party is not required by the terms of
the Credit Agreement or any other Loan Document
7
to consent to the amendments to the Credit Agreement effected pursuant to this
Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any
other Loan Document shall be deemed to require the consent of such Credit
Support Party to any future amendments to the Credit Agreement.
SECTION 6. MISCELLANEOUS
A. Reference to and Effect on the Credit Agreement and the Other Loan
------------------------------------------------------------------
Documents.
---------
(i) On and after the date hereof, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof', "herein" or words of
like import referring to the Credit Agreement, and each reference in the
other Loan Documents to the "Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement shall mean and be a
reference to the Amended Agreement.
(ii) Except as specifically amended by this First Amendment, the
Credit Agreement and the other Loan Documents shall remain in full force
and effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this First Amendment
shall not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of
Agents or any Lender under, the Credit Agreement or any of the other Loan
Documents.
B. Fees and Expenses. Company acknowledges that all costs, fees and
-----------------
expenses as described in subsection 10.2 of the Credit Agreement incurred by
Administrative Agent and its counsel with respect to this First Amendment and
the documents and transactions contemplated hereby shall be for the account of
Company.
C. Headings. Section and subsection headings in this First Amendment are
--------
included herein for convenience of reference only and shall not constitute a
part of this First Amendment for any other purpose or be given any substantive
effect.
D. Applicable Law. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
--------------
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. Counterparts. This First Amendment may be executed in any number of
------------
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.
8
[Remainder of page intentionally left blank]
9
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
COMPANY:
BRONNERCOM, LLC
By: /s/ X.X. Xxxxxxxxxx
----------------------------
Title: CFO
--------------------------
Notice Address:
The Prudential Tower
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxx Xxxxxxxxxx
LENDERS:
BANKERS TRUST COMPANY,
individually and as Administrative Agent
By:_____________________________
Title:__________________________
Notice Address:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx Xx Xxxxx
BANKBOSTON, N.A.,
individually and as Syndication
Agent and Documentation Agent
By:___________________________
Title:________________________
Notice Address:
000 Xxxxxxx Xxxxxx
Xxxx Xxxx, XX BOS 01-07-07
Xxxxxx, XX 00000
Attn: Xxxxxxxx Xxxxx
S-1
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
COMPANY:
BRONNERCOM, LLC
By:__________________________
Title:_______________________
Notice Address:
The Prudential Tower
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxx Xxxxxxxxxx
LENDERS:
BANKERS TRUST COMPANY,
individually and as Administrative Agent
By: /s/ M.A. Orlando
-------------------------
Title: Principal
---------------------
Notice Address:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx Xx Xxxxx
BANKBOSTON, N.A.,
individually and as Syndication
Agent and Documentation Agent
By:__________________________
Title:_______________________
Notice Address:
000 Xxxxxxx Xxxxxx
Xxxx Xxxx, XX BOS 01-07-07
Xxxxxx, XX 00000
Attn: Xxxxxxxx Xxxxx
FLEET BOSTON CORPORATION,
individually and as Syndication Agent and
Documentation Agent
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------
Title: Director
-----------------------
Notice Address:
000 Xxxxxxx Xxxxxx
Xxxx Xxxx, XX BOS 01-07-07
Xxxxxx, XX 00000
Attn: Xxxxxxxx Xxxxx
S-1A
DRESDNER BANK AG
NEW YORK AND GRAND CAYMAN
BRANCHES
By: /s/ Xxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxx
---------------------------------------
Title: Vice President, Vice President
------------------------------------
Notice Address:
000 Xxxxx Xxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attn: Xxx Xxxxxx
CITIZENS BANK OF MASSACHUSETTS
By:_______________________________________
Title:____________________________________
Notice Address:
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Xxxxxxx XxXxxxxxx
U.S. BANK NATIONAL ASSOCIATION
By:_______________________________________
Title:____________________________________
Notice Address:
000 XX Xxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxx
S-2
DRESDNER BANK AG
NEW YORK AND GRAND CAYMAN
BRANCHES
By:__________________________
Title:_______________________
Notice Address:
000 Xxxxx Xxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attn: Xxx Xxxxxx
CITIZENS BANK OF MASSACHUSETTS
By: /s/ Xxxxxxx XxXxxxxxx
--------------------------
Title: Vice President
-----------------------
Notice Address:
000 Xxxxxx Xxxxxx
Xxxxxx, XX 000x0-0000
Xxxxxxx XxXxxxxxx
U.S. BANK NATIONAL ASSOCIATION
By:__________________________
Title:_______________________
Notice Address:
000 XX Xxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxx
S-2
DRESDNER BANK AG
NEW YORK AND GRAND CAYMAN
BRANCHES
By:__________________________
Title:_______________________
Notice Address:
000 Xxxxx Xxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attn: Xxx Xxxxxx
CITIZENS BANK OF MASSACHUSETTS
By:__________________________
Title:_______________________
Notice Address:
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Xxxxxxx XxXxxxxxx
U.S. BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxx Xxxxxx
--------------------------
Title: VP
-----------------------
Notice Address:
000 XX Xxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxx
S-2
CREDIT SUPPORT PARTIES
BSH HOLDING, LLC
By: /s/ X.X. Xxxxxxxxxx
--------------------------
Title: CFO
-----------------------
BRONNERCOM, LLC
By: /s/ X.X. Xxxxxxxxxx
--------------------------
Title: CFO
-----------------------
SANSOME, INC.
By: /s/ X.X. Xxxxxxxxxx
--------------------------
Title: CFO
-----------------------
BRONNERCOM (UK), INC.
By: /s/ X.X. Xxxxxxxxxx
--------------------------
Title: CFO
-----------------------
S-3
