Ex. 10.1
ASSET PURCHASE AGREEMENT
The ASSET PURCHASE AGREEMENT (the "Agreement") dated as of October 30th, 2006,
between Gotham Financial, LLC, a Delaware limited liability corporation (the
"Buyer"), and GlobeTel Communications Corp., a Delaware corporation ("Seller").
W I T N E S S E T H:
WHEREAS, Seller has developed a Stored Value Program and a Financial Processing
Switch and has contracts for the utilization of the Stored Value Program and the
Financial Processing Switch (collectively "the Division"); and
WHEREAS, the Buyer wishes to purchase or acquire (directly or indirectly through
subsidiaries) from Seller, and Seller wishes to sell, assign and transfer to the
Buyer, substantially all of the assets and properties held in connection with,
necessary for, or material to the business and operations of the Division (the
"Business"), and the Buyer has agreed to assume (directly or indirectly through
its subsidiaries) the Assumed Liabilities, all for the purchase price and upon
the terms and subject to the conditions hereinafter set forth.
This Asset Purchase Agreement is subject to the condition that all required due
diligence on part of Buyer, to be completed not later than November 3, 2006 and
the proper approval of Grupo Ingedigit. Additionally, post-closing, there will
be technical continuity coordinated by Xxxxxx Xxxxxxxx. In the event that the
Buyer is not, in its sole discretion, satisfied with its due diligence or the
Grupo Ingedigit approval is not obtained on or before November 3, 2006, the
Buyer may, without liability to the Seller, rescind and cancel this Agreement
upon notice to the Seller and, upon providing such notice, this Agreement shall
be deemed to be rescinded and cancelled and of no further force or effect. In
such event, neither party shall have any further obligations or liabilities to
the other hereunder.
NOW, THEREFORE, in consideration of the mutual covenants, representations and
warranties made herein, and of the mutual benefits to be derived hereby, the
parties hereto agree as follows:
ARTICLE 1
SALE AND PURCHASE OF THE ASSETS
1.1. Assets. Subject to and upon the terms and conditions set forth in
this Agreement, at the Closing, the Seller will sell, transfer, convey, assign
and deliver to the Buyer, and the Buyer will purchase or acquire from the Seller
all right, title and interest of the Seller in and to (i) the Specified Assets
and (ii) the properties, assets and rights of every nature, kind and
description, tangible and intangible (including goodwill), whether real,
personal or mixed, whether accrued, contingent or otherwise and whether now
existing or hereinafter acquired primarily relating to or used or held for use
in connection with the Business as the same may exist on the Closing Date (items
(i) and (ii) collectively, the "Assets"), including without limitation all those
items in the following categories that conform to the definition of the term
"Assets":
(a) all machinery, equipment, computers, switches, and parts and
similar property (including, but not limited to, any of the foregoing purchased
subject to any conditional sales or title retention agreement in favor of any
other person);
(b) all inventories of work in process, finished products, goods,
spare parts, replacement and component parts (collectively, the "Inventories"),
including Inventories;
(c) all rights in and to products sold or leased including, but not
limited to, products hereafter returned or repossessed and unpaid sellers'
rights of rescission, replevin, reclamation and rights to stoppage in transit;
(d) all rights(including but not limited to any and all Intellectual
Property rights) in and to the products sold or leased and in and to any
products or other Intellectual Property rights under research or development
prior to or on the Closing Date;
(e) all of the rights of the Seller under all contracts,
arrangements, licenses, leases and other agreements, including, without
limitation, any right to receive payment for products sold or services rendered,
and to receive goods and services, pursuant to such agreements and to assert
claims and take other rightful actions in respect of breaches, defaults and
other violations of such contracts, arrangements, licenses, leases and other
agreements and otherwise;
(f) all credits, prepaid expenses, deferred charges, advance
payments, security deposits and prepaid items;
(g) all rights, title and interest in the fifty one percent (51%)
ownership in GlobeTel Ingedigit Financial Processing Corp., d.b.a. -
Power2Process (Financial Processing Switch).
(h) all Intellectual Property and all rights there under or in
respect thereof primarily relating to or used or held for use in connection with
the Business, including, but not limited to, rights to xxx for and remedies
against past, present and future infringements thereof, and rights of priority
and protection of interests therein under the laws of any jurisdiction worldwide
and all tangible embodiments thereof (together with all Intellectual Property
rights included in the other clauses of this Section 1.1, (the "Intellectual
Property Assets");
(i) all books, records, manuals and other materials (in any form or
medium), including, without limitation, all records and materials maintained at
the headquarters of Seller, advertising matter, catalogues, price lists,
correspondence, mailing lists, lists of customers, distribution lists,
photographs, production data, sales and promotional materials and records,
purchasing materials and records, personnel records, manufacturing and quality
control records and procedures, blueprints, research and development files,
records, data and laboratory books, Intellectual Property disclosures, media
materials and plates, accounting records, sales order files and litigation files
(j) to the extent their transfer is permitted by law, all
Governmental Approvals, including all applications therefore;
(k) all Real Property and all licenses, permits, approvals and
qualifications relating to any Real Property issued to any Seller by any
Governmental Authority;
(l) all rights to causes of action, lawsuits, judgments, claims and
demands of any nature available to or being pursued by the Sellers with respect
to the Business or the ownership, use, function or value of any Asset, whether
arising by way of counterclaim or otherwise; and
(m) all guarantees, warranties, indemnities and similar rights in
favor of the Seller with respect to any Asset.
The term "Specified Assets" shall mean all Real Property set forth on
Schedule 1 and Schedule 1A hereto and the Intellectual Property set forth on
Schedule 2 hereto. At Closing, the Assets shall be transferred or otherwise
conveyed to the Buyer free and clear of all liabilities, obligations, liens and
encumbrances excepting only Assumed Liabilities listed on Schedule 3, and
Permitted Liens.
The term "Excluded Assets" shall mean the name and xxxx "GlobeTel", the
name and xxxx "GlobeTel", in whole or in part and any name or xxxx derived from
or including any of the foregoing shall be retained and not sold by the Seller.
ARTICLE 2
THE CLOSING
2.1. Place and Date. The closing of the sale and purchase of the Assets
(the "Closing") shall take place at 6:00 P.M. local time on the 30th day of
October, 2006 at the offices of the Seller at 0000 Xxxxx Xxxxxxxxx, Xxxxxxxx
Xxxxx, Xxxxxxx 00000, or such other time and place upon which the parties may
agree. The day on which the Closing actually occurs is herein sometimes referred
to as the "Closing Date".
2.2. Purchase Price. On the terms and subject to the conditions set forth
in this Agreement, the Buyer agrees to pay or cause to be paid to Seller an
amount up to but not more than U.S.$ 4,000,000 (FOUR MILLION US DOLLARS) over a
period of three (3) years from the date of the closing of this Agreement (the
"Purchase Price") and to assume Assumed Liabilities as provided in Section 2.4.
(a) The Purchase Price shall be paid as follows over the three (3)
years from the date of Closing. The Purchase Price shall only be payable as and
when paid transactions described under subparagraph (a) hereof occur. The actual
amount of Purchase Price that shall be due and payable from the Buyer shall be
based solely on the number of transactions of the type described below in (a)(i)
and (a)(ii) that occur. If no transactions of these types occur during the three
year period, with extensions as provided in (a) (iii) below, from the date
hereof, then no Purchase Price shall be paid from the Buyer to the Seller. :
(i) [***](1) per Stored Value Card transaction. A Stored Value
Card transaction shall mean only any transaction under Seller's currently closed
and/or committed contracts including a contract with a party with whom Seller
has been in negotiation with at the time hereof, or as result of the signed or
committed contracts, as listed in Schedule 4, that involves the loading of funds
onto a card, the transfer of funds from such card, or any ATM, POS or other
transaction utilizing such card.
(ii) [***] per financial processing transaction that utilizes
the Financial Processing Switch, regardless of the origin of the transaction.
(iii) For the avoidance of doubt, a Stored Value Card
transaction may also result in a Financial Switch Processing transaction thereby
requiring the payment of a fee under subsection (i) and (ii) above.
(b) The Fees shall be paid thirty (30) calendar days after the end
of each fiscal quarter with the first payment date being January 31, 2007.
(c) Should the Buyer fail to make payments in the minimum amounts
listed below in any year, except in the case where the full Purchase Price
($4,000,000) is paid by the end of Year 3, then the payment term shall be
extended by one year for each missed minimum payment or until the Purchase Price
is paid in full, whichever is sooner:
(1) Minimum Payment in Year 1: [***]
(2) Minimum Payment in Year 2: [***]
(3) Minimum Payment in Year 3: [***]
(d) Under no circumstance shall the Buyer be obliged to pay the
Seller more than $4,000,000 hereunder and in no case shall payment of fees be
made after 6 (six) years from the closing date; after 6 (six) years any
remaining obligation is extinguished.
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(1) [***] indicates information that has been omitted and for which
confidential treatment has been requested
(e) During the term of this Agreement, and for any period during
which payment is to be under this section 2.2, (the "Audit Period"), Buyer shall
maintain financial and operational records related to this Agreement. Buyer
shall make all books and records open to inspection by the Seller or its
assigned designee during normal business hours. During the Audit Period, Buyer
hereby grants to Seller or its designee(s), upon one (1) days prior notice to
Buyer, access to and the right to make copies of any of Buyer's books,
statements, documents, papers or records ("Financial Information") for the
purpose of determining the accuracy of fees being remitted to the Seller. If any
Audit of buyer's payments or other records reveals any variance in any payment
to Seller, then: Buyer shall immediately remit any amount due. In addition, if
any Audit reveals any variance from any payment in excess of five percent (5%)
of the amount paid, Buyer shall immediately reimburse Seller for all costs and
expenses incurred in conducting such Audit. Failure to pay such variance and the
cost of the Audit as required herein shall constitute a material breach of the
Agreement and Seller may terminate the Agreement in accord with the breach
provisions of Section 11.
(f) Should Seller, at some point in the future seek to purchase
services from the Buyer, Buyer, with respect to any service provided utilizing
the Assets, shall at no time provide pricing that is less favorable to Seller
than the most favorable pricing on which Buyer provides such services to any
other third party.
2.3. Allocation of Purchase Price.
(a) The parties shall agree upon the allocation of the purchase
price to the assets acquired.
2.4. Assumption of Liabilities.
At the Closing the Buyer shall assume and agree to pay, honor and
discharge when due all of the following liabilities relating to the Assets and
existing at or arising on or after the Closing Date (collectively, the "Assumed
Liabilities"):
(i) sublease of a portion of existing office space at 0000
Xxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx, Xxxxxxx 00000 from the Seller under terms and
conditions mutually agreed to by Buyer and Seller to include office furniture,
fixtures, telephone services and all other requirements to continue the daily
requirements and operation of the Business from the date of the closing; rent
for the cage at the NAP of the Americas, Miami, Florida from the date of
closing;
(ii) any and all liabilities, obligations and commitments
arising out of the agreements, contracts and commitments set forth on the
Schedule 4 (or not required to be set forth therein because of the amount
involved), but not including any obligation or liability for any breach thereof
occurring prior to the Closing Date.
(iii) liabilities in respect of Transferred Employees to the
extent specifically assumed by Buyer pursuant to Article 6.
(iv) assumption of the Assumed Liabilities relating to the
Business by executing and delivering to Seller an assumption agreement in a form
reasonably satisfactory to Seller (the "Assumption Agreement").
2.5 Employees. Buyer shall have the right to offer employment to any
of the Employees of GlobeTel who are currently employees of the Stored Value
Card division.
ARTICLE 3.
COVENANTS OF SELLER.
3.1 Seller will not use or disclose to third-parties any trade secrets or
other proprietary or confidential information pertaining to any aspect of the
Business of the Seller.
3.2 Seller acknowledges that violation of any of the provisions of this
Section 3 will cause irreparable loss and harm to the Buyer which cannot be
reasonably or adequately compensated by damages in an action at law.
Accordingly, in the event of a breach or threatened breach by Seller of any of
the provisions of this Section 3, Buyer shall be entitled to injunctive and
other equitable relief to prevent or cure any breach or threatened breach
thereof, and Seller agrees that it will not be a defense to any request for such
relief that the Buyer has an adequate remedy at law. Notwithstanding the
foregoing, Buyer shall have other legal remedies as may be appropriate under the
circumstance including, inter alia, recovery of damages occasioned by such
breach. For purposes of any proceeding under or with respect to this Section 3,
Seller, and Buyer submit to the jurisdiction of the courts of the State of
Florida and of Broward or Miami-Dade County located in the State of Florida; and
each agrees not to raise and waives any objection to or defense based on the
venue of any such court or forum non conveniens.
3.3 A court of competent jurisdiction, if it determines any of the
provisions of this Section 3 to be unreasonable in scope, time or geography, is
hereby authorized by Seller, the Company and Buyer to enforce the same in such
narrower scope, shorter time or lesser geography as such court determines to be
reasonable under all the circumstances.
ARTICLE 4.
REPRESENTATIONS AND WARRANTIES OF SELLER.
4.1 Seller represents and warrants to the Buyer as follows:
(a) The Seller has the power and authority to execute, deliver and
perform this Agreement and any other agreement or document executed by them
under or in connection with this Agreement; and the Seller has taken all
necessary action to authorize the execution, delivery and performance of this
Agreement and any such other agreement or document. The Board of Directors of
the Seller has approved this Agreement and no shareholder approval is required.
This Agreement constitutes, and any such other agreement or document when
executed will constitute, the legal, valid and binding obligations of Seller
enforceable against Seller in accordance with their respective terms.
(b) Neither the execution nor delivery of this Agreement nor the
transactions contemplated herein, nor compliance with the terms and conditions
of this Agreement will:
(i) contravene any provision of law or any statute, decree,
rule or regulation binding upon Seller or contravene any judgment, decree,
franchise, order or permit applicable to Seller; or (ii) conflict with or result
in any breach of any terms, covenants, conditions or provisions of, or
constitute a default (with or without the giving of notice or passage of time or
both) under any agreement or other instrument to which Seller is a party or by
which Seller is bound.
I No authorization, consent or approval of, or exemption by,
any governmental, judicial or public body or authority of or in any state is
required to authorize, or is required in connection with (i) the execution,
delivery and performance by Seller of this Agreement, or (ii) any of the
transactions contemplated by this Agreement, or (iii) any of the certificates,
instruments or other agreements executed by Seller in connection with this
Agreement, or (iv) the taking of any action by Buyer.
(d) Seller is the sole owner of the Assets and of all rights in and
to the Assets; and Seller may sell the Assets to Buyer pursuant to this
Agreement without the consent or approval of any other person, corporation,
partnership, governmental authority or other entity; Seller has not sold,
transferred or assigned any of its rights in or to any of the Assets; the Assets
are free and clear of any liens, claims, encumbrances and restrictions of any
kind except for the approvals noted above.
(e) Seller is the sole owner of all of the rights in and to the
Assets; the Assets are not subject to any lien or other encumbrance or claim or
to any option or other right in favor of a third party; except for the
provisions of this Agreement, there are no monies owing or obligations
outstanding with respect to the Assets; and no consent or approval by or notice
to any third party is required in connection with the sale of the Assets to
Buyer pursuant to this Agreement.
(f) Each individual ("inventor") who invented the patents, described
on Schedule 2 has agreed (i) to transfer and assign any and all of their rights
in the patent(s) to Seller; (ii) that each of the patents was produced as a
"work for hire" under the federal copyright laws and (iii) that each patent was
independently developed by each inventor and each inventor has no reason to
believe that any third party will make any claims that any patent infringe on
such third party's intellectual property rights.
(g) Except for those rights sold to Buyer under this Agreement,
Seller does not own or have any rights in or to any patent, copyright,
trademark, service xxxx or other right pertaining to any of the Assets.
(h) None of the Assets violate any patent, copyright, trademark,
service xxxx or other right, contains any libelous or defamatory material or any
material which Seller was not duly authorized to use, or misuses or
misappropriates any trade secret or confidential information.
(i) There is no litigation or legal claim pending or threatened with
respect to the Assets.
(j) The representations and warranties of Seller under this Section
4 will survive execution of this Agreement. Seller will indemnify Buyer against
any liability and will hold Buyer harmless from and pay any loss, damage, cost
and expense (including, without limitation, legal fees, court costs and the cost
of appellate proceedings) which Buyer incurs arising out of a breach of any of
said representations and warranties or any claim against Buyer alleging facts
which, if true, would result in a breach of any said representations and
warranties.
(k) Prior to the Closing, the Seller will continue to conduct its
business in accordance with the Seller's normal and past practices including the
timely payment of all accounts payable.
4.2 Knowledge by Buyer of any event, circumstance or fact will not vitiate
or otherwise impair any of the warranties of Seller or any of the rights and
remedies available to Buyer with respect to such warranties.
5. Buyer's Warranty. Buyer represents and warrants to Seller that the
execution, delivery and performance of this Agreement has been duly authorized
by Buyer's Board of Directors.
6. Indemnities.
6.1 The representations and warranties of the Seller and Buyer will be
deemed made on execution of this Agreement and at the Closing, and all of those
representations and warranties and all of the covenants and obligations of the
parties under this Agreement will survive the Closing.
6.2 Buyer will hold the Seller harmless from and pay any loss, damage,
cost or expense (including, without limitation, legal fees and court costs)
which Seller incurs by reason of any representation or warranty or withholding
of any pertinent facts or other information of Buyer being incorrect or by
reason of any breach by Buyer of any of its covenants or obligations under this
Agreement.
6.3 Seller will hold Buyer harmless from and pay any loss, damage, cost or
expense (including, without limitation, legal fees and court costs) which Buyer
incurs by reason of any representation or warranty of Seller being incorrect or
by reason of any breach by Seller of any of its covenants or obligations under
this Agreement.
7. Additional Covenants of the SELLER.
7.1 Prior to the Closing, the Seller will continue to conduct its business
in accordance with the Seller's normal and past practices.
7.2 Prior to the Closing, the Seller will not do any of the following
without Buyer's prior written consent:
7.2.1 merge or consolidate with any corporation or other
entity or liquidate or dissolve;
7.2.2 adopt or agree to adopt any plan providing for its
reorganization;
7.2.3 make any loan or other extension of credit or issue any
guaranty or otherwise incur any contingent liability except for extensions of
credit not exceeding thirty (30) days to trade creditors in accordance with past
practices and in the normal course of business;
7.2.4 sell, pledge, transfer, assign or grant a security
interest in any of its assets, property, contracts or rights;
7.2.5 enter into or terminate any contract;
8. Further Assurances.
Seller will execute such additional documents as Buyer may reasonably
request to vest or confirm the vesting in Buyer of all of the Assets and title
thereto.
9. Amendment. This Agreement may be amended only by an instrument in writing
signed by Seller and Buyer.
10. Default/Breach.
Should the Seller have failed to pay any liability of the Assets of the
Business as set forth in the Agreement, failed to have been able to convey all
rights, title and interest to the Assets of the Business as set forth in the
Agreement or otherwise material breach the Agreement, upon written notification
from the Buyer, the Seller will have twenty (20) days to cure such
default/breach. In the event that Seller is unwilling or unable to cure such
default/breach, the Buyer is released from any and all then current and future
payments and obligations to Seller under the Agreement as of the date of the
default/breach. Should the Buyer fail to make any payment as called for
hereunder or otherwise in material breach of this Agreement, upon written
notification from the Seller, the Buyer will have twenty (20) days to cure such
default/breach. In the event that Buyer is unwilling or unable to cure such
default/breach, the Seller will have the right, but not the obligation, to
notify Grupo Ingedigit directly of such an uncured default/breach and receive
directly from GlobeTel Ingedigit Financial Processing Corp. all such unpaid
amounts due to Seller from Buyer's fifty percent (50%) share in revenues from
GlobeTel Ingedigit Financial Processing Corp. until all such payments have been
made in full to Seller.(including but not limited to dividends or profit
distributions). Whether or not Seller elects to notify Grupo Ingedigit, Seller
shall maintain all its rights to recover damages from the Buyer including any
right to equitable relief for any default and/or breach..
11. Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of Florida.
12. Arbitration. All claims or disputes relating in any way to the performance,
interpretation, validity, or breach of this Agreement shall be referred to final
and binding arbitration, before a panel of three arbitrators, under the
commercial arbitration rules of the American Arbitration Association (the "AAA")
in Miami-Dade County, Florida, except as modified hereby. Each party shall
appoint an arbitrator and the third arbitrator shall be selected by the two
appointed arbitrators within twenty days, following the receipt of written
notice of arbitration, as prescribed by the AAA. In the event that both
appointed arbitrators are unable to select the third arbitrator within a period
twenty days, the AAA shall be permitted to submit an appointment. The
arbitrators award shall be in writing, made by a majority thereof, and include
findings of fact and conclusions of law. Judgment upon the award rendered by the
arbitrators shall be final, binding and conclusive upon the parties and their
respective administrators, executors, legal representatives, heirs, successors
an d permitted assigns.
13. Section Headings. Section headings are for convenient reference only and
shall not affect the meaning or have any bearing on the interpretation of any
provision of this Agreement.
14. Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law or public policy, all
other terms and provisions of this Agreement will nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner adverse to any party hereto.
Upon any such determination that any term or other provision is invalid, illegal
or incapable of being enforced, the parties hereto will negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner to the end that the transactions
contemplated by this Agreement are consummated to the extent possible.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
SELLER BUYER
GLOBETEL COMMUNICATIONS CORP. GOTHAM FINANCIAL, LLC
/s/ Xxxxx Xxxxxx /s/ Xxxx x. Xxxxx
-------------------------- ------------------------------
Xxxxx Xxxxxx Xxxx X. Xxxxx
CEO CEO
SCHEDULE 1
ASSETS
1) All inventory of stored value card and related products and services.
2) The 51% ownership interest in GlobeTel Ingedigit Financial Processing
Corp., d.b.a. - Power2Process (i.e., Partnership with Grupo Ingedigit).
3) All certifications, in-process or completed, including, but not limited
to, Payment Card Industry (i.e.,PCI), MasterCard, Verifone, etc.
4) All computer and information systems equipment in the "Cage" at the NAP of
the Americas and in Seller's offices - see list attached to this
Agreement.
5) Any and all other assets as agreed to by both Seller and Buyer as set
forth on Schedule 1A.
SCHEDULE 2
INTELLECTUAL PROPERTY
1) The perpetual license, at no cost to Buyer, of the Point of Sale (i.e.,
POS) Financial Processing software, including all upgrades and updates,
that was developed by Ingedigit and/or Seller;
2) All other financial management software programs with accompanying
documentation, including all upgrades and updates.
3) Root passwords, access codes and any other information needed to operate
the assets listed in Schedule 1.
4) Alexsam License Agreement.
5) RapidMoney License Agreement.
SCHEDULE 3
ASSUMED LIABILITIES
1) Lease or sub-lease of a portion of Seller's existing office space at 0000
Xxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx, Xxxxxxx 00000 including the Power2Process
offices, under terms and conditions mutually agreed to by Buyer and
Seller, including all leasehold improvements, office furniture, fixtures,
telephone services, equipment and all other requirements to continue the
daily requirements and operation of the Business from the date of the
closing; approximately 5,000 square feet for a gross rental charge/expense
(including all overheads, utilities and real estate taxes) of
approximately $10,000.00 per month for the approximately remaining lease
term as per the lease terms set forth on the Lease attached hereto as
Exhibit 1, unless Buyer otherwise negotiates director with the Landlord
for such thereby relieving Seller of such obligations thereunder with
respect to approximately 5,000 square feet of space;
2) The lease for the "Cage" Space where Power2Process equipment resides at
the NAP of the Americas and auxiliary services as detailed in "List of
Services" as set forth below.
[***]
SCHEDULE 4
CONTRACTS
1) Travelex Currency Services, Inc. Agreement for Point of Sale Electronic
Funds Transfers dated November 1, 2005.
2) Commission Agreement with Xxxx Xxxxxx dated June 23, 2005.
3) Fidelity Express Agreement to provide the POS network for Travelex dated
January 6, 2006.
4) All current debit cards and BINS (Bank Identification Number) programs.
Stored Value Contracts
5) Business Agreement with Financial Software and Systems (P) Limited dated
November 4, 2005.
6) Bank ICA/BIN Sponsorship Agreement with Independence Bank dated January 5,
2006.
