Exhibit 10(j)
FOURTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT
This Fourth Amendment to Loan and Security Agreement (this
"Amendment"), dated as of August 10, 1999, is entered into by and among AFP
IMAGING CORPORATION, a New York corporation, successor by merger to AFP
Technologies Corporation, formerly known as Kenro Corporation, a New Jersey
corporation ("AFP"), LOGETRONICS CORPORATION. a New York corporation "LogE"),
VISIPLEX INSTRUMENTS CORPORATION, a New York corporation formerly known as Xenon
Industries, Inc. ("Visiplex") and REGAM MEDICAL SYSTEMS INTERNATIONAL AB, a
Swedish corporation ("Regam") (AFP, LogE, Visiplex and Regam are thereinafter
jointly and severally, referred to as "Original Borrowers"), DENT-X
INTERNATIONAL, INC., a New York corporation ("DXI") and FINOVA CAPITAL
CORPORATION, a Delaware corporation ("Lender") formerly known as Greyhound
Financial Corporation, successor-by-merger to Greyhound Financial Capital
Corporation, an Oregon corporation.
W I T N E S S E T H:
WHEREAS, Original Borrowers, and Lender are parties to that certain
Loan and Security Agreement dated as of November 22, 1993, as the same was
amended by (i) that certain First Amendment to Loan and Security Agreement dated
as of December 7, 1993 (ii) that certain Second Amendment to Loan and Security
Agreement dated as of July 14, 1995 and (iii) that certain Third Amendment to
Loan and Security Agreement dated as of July 14, 1997 (as so amended, the
"Original Loan Agreement") setting forth the terms and conditions under which
Lender would make loans and other advances to Borrower; and
WHEREAS, DXl is a wholly owned subsidiary of AFP;
WHEREAS, on December 23, 1997 DXI acquired certain specified assets of
XxxXxx SYSTEMS, INC., a Washington corporation ("XxxXxx"), pursuant to the terms
of a certain Asset Purchase Agreement, dated as of December 23, 1997, by and
among AFP, DXI, XxxXxx and Xxxx Xxxxx (the "XxxXxx Purchase Agreement"); and
WHEREAS, Original Borrowers have requested that Lender make certain
amendments to the Loan Agreement, which Lender is willing to do but only upon
the terms and subject to the conditions therein set forth:
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are thereby acknowledged, the parties agree as follows:
1. Definitions. Unless otherwise defined in this Amendment, all
capitalized terms used therein shall have the same meaning as set forth in the
Loan Agreement.
2. Amendments. On the Effective Date of this Amendment the Original
Loan Agreement is thereby amended as follows:
(a) Paragraph 1(A) is thereby amended by adding or substituting, as
the case may be, the following definitions:
"'ACG' shall refer to ACG Nystromgruppen AB, a Swedish
corporation
"'this Agreement' shall mean and collectively refer to the Loan
and Security Agreement dated as of November 22, 1993, as amended by
the First Amendment, the Second Amendment, the Third Amendment, and
this Amendment, and as the same may thereafter be amended, restated,
renewed, extended or modified from time to time."
"'Borrower' means, individually and collectively, jointly and
severally, each of AFP, LogE, Visiplex Regam and DXI."
"'Collateral' shall have the meaning given to it in Section 7 of
the Fourth Amendment."
"'DXI Note' refers to those certain subordinated promissory
notes dated December 23, 1997 in the aggregate face amount of
$3,000,000 made by DXI, pursuant to the XxxXxx Purchase Agreement,
and delivered to XxxXxx and Xxxx Xxxxx, as amended by that certain
mediation settlement evidenced by a
new Promissory Note dated August 10, 1999, which results in the
aggregate face amount of the DXI Note being $850,000, with interest
at 7.75% per annum, and provides for interest only payments
beginning January l, 2000 through December 31, 2001 and principal
payments beginning January 1, 2002 based on a 36-month
amortization."
"'Excess Cash Flow' means Operating Cash Flow/Permitted less
Total Contractual Debt Service."
"'Operating Cash Flow/Permitted' means, for any period,
Borrower's net income or loss (excluding the effect of any
extraordinary gains or losses), determined in accordance with GAAP,
~ each of the following items, to the extent deducted from the
revenue of Borrower in the calculation of net income or loss: (i)
depreciation; (ii) amortization and other non-cash charges; (iii)
interest expense paid or accrued; (iv)total federal and state income
tax expense determined as the accrued liability of Borrower in
respect of such period, regardless of what portion of such expense
has actually been paid by Borrower during such period; and (v)
management fees and other fees paid to Subordinating Creditors, to
the extent permitted thereunder, and after deduction for each of (a)
federal and state income taxes, to the extent actually paid during
such period; (b) any non-cash income (but only to the extent such
non-cash income was included in the revenues of Borrower in the
calculation of net income or loss); and (c) all permitted Capital
Expenditures (without regard to any waiver given by Lender with
respect to any limitation on such Capital Expenditures) actually
made during such period and not financed."
"'Subordinating Creditor' shall mean and collectively refer to
XxxXxx, ACG and the holder of the DXI Note."
"'Subsidiary' means any of LogE, Visiplex, Regam or DXI."
(b) Notwithstanding anything to the contrary contained in the
Loan Agreement, "Eligible Receivables" shall exclude Receivables of DXI
unless and until Lender shall have satisfied itself in its sole
determination that Lender has a first priority perfected security
interest in such Receivables of DXI
(c) Notwithstanding anything to the contrary contained in the
Loan Agreement, "Eligible Inventory" shall exclude Inventory of DXI
unless and until Lender shall have satisfied itself in its sole
determination that Lender has a first priority perfected security
interest in such Inventory.
(d) Paragraph 3(G) is thereby amended in its entirety to read as
follows:
"(G) Examination Fees. Borrower agrees to pay to Lender an
examination fee in the amount of Five Hundred and No/100 Dollars
($500.00) per day per auditor in connection with each audit or
examination of Borrower performed by Lender and, from and after
the Effective Date of the Fourth Amendment, all costs and
expenses incurred by Lender in connection therewith (the
"Examination Fee").
(e) Paragraph 9 is thereby amended by adding the following:
"(g) Excess Cash Flow Prepayments. Within sixty (60) days
following receipt by Lender of Borrower's annual audited
financial statements, commencing with such financial statements
for Borrower's fiscal year ending June 30, 1999, Lender may
deliver a notice to Borrower requiring Borrower to prepay the
Term Loans in an amount up to Fifty Percent (50%) of Borrower's
Excess Cash Flow for such year. Any prepayments required under
this section are strictly at the sole option of Lender, and are
payable within thirty (30) days following the date of demand by
Lender. All amounts paid pursuant to this section shall be
applied to the Obligations in such order as Lender may elect. No
Termination Fee or other form of prepayment premium shall be
applied to any payment made under this Paragraph."
(f) The following new Section 13(A)(vi) is thereby added to read
as follows:
"(vi) DXI is a corporation duly organized, validly existing
and in good standing under the laws of the State of New York, is
qualified and authorized to do business and is in good standing
in all jurisdictions in which such qualification and good
standing are necessary in order for it to conduct its business
and own its property (other than to the extent that such failure
to qualify would not have a material adverse effect on the
business or financial condition of DXI), and has all requisite
power and
authority to conduct its business as presently conducted, to own
its property and to execute and deliver each of the Loan
Documents to which it is a party and perform all of its
Obligations thereunder;"
(g) The following is added as a new Section 13(B)(v):
"(v) DXI has not, since its formation, been known by or used
any other corporate or fictitious name, including, but not
limited to names which were used by XxxXxx;"
(h) The following is added at the end of Section 13(P):
"In addition to the locations specified on Exhibit A, it is
acknowledged that DXI, until July 30, 1999, will have offices at
00000 XX Xxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx (the "Vancouver
Location"). The Borrower represents and warrants that the
Vancouver Location is used only until June 30, 1999 for office
purposes and no Inventory is (or shall be) stored or located at
the Vancouver Location."
(i) Section l5(K) is deleted is in its entirety and replaced
with the
"(K) Indebtedness. Create, incur, assume or permit to exist
any Indebtedness (including Indebtedness in connection with
Capital Leases) in excess of $450,000 during any fiscal year,
determined on a consolidated basis, other than (i) the
Obligations, (ii) trade payables and other contractual
obligations to suppliers and customers incurred in the ordinary
course of business, (iii) other Indebtedness existing on the date
of this Agreement and reflected in the Prepared Financials (other
than Indebtedness paid on the date of this Agreement from
proceeds of the initial advances thereunder), (iv) the
Indebtedness owed to ACG evidenced by that certain US $1,000,000
promissory note of AFP dated April 17, 1997 (the "ACG Note"), and
(v) the Indebtedness evidenced by the DXI Note."
(j) Section l5(L) is deleted in its entirety and replaced with
the following
"(L) Affiliate Transactions.
(i) sell, transfer, distribute or pay any money or property
to any Affiliate other than Regam, or invest in (by capital
contribution or otherwise) or purchase or repurchase any stock
or Indebtedness, or any property, of any Affiliate other than
Regam, or become liable on any guaranty of the indebtedness,
dividends or other obligations of any Affiliate; provided,
however, that if (A) no Event of Default exists and (B) no act
or e\vent has occurred which, with the passing of time or the
giving of notice, or both, would constitute an Event of Default,
then Borrower may engage in transactions with any Affiliate
other than Regam in the normal course of business, in amounts
and upon terms which are fully disclosed to Lender and which are
no less favorable to Borrower than would be obtainable in a
comparable arm's length transaction with a Person who is not an
Affiliate:
(ii) sell, transfer, distribute or pay any money or property
to Regam, or invest in (by capital contribution- or otherwise)
or purchase or repurchase any stock or Indebtedness or property
of Regam, in excess of $50,000 each Fiscal Year, except on the
following terms and subject to the following conditions: (A)
both before and after having given effect to such sale,
transfer, distribution, payment or purchase, no Event of Default
exists and no act or event has occurred which, with the passing
of time or the giving of notice, or both, would constitute an
Event of Default and (B) Lender shall have given its prior
written approval for such sale, transfer, distribution of
payment or purchase;
(iii) notwithstanding the provisions of Section l5(L)(i) or
Section 1 5(L)(ii), Borrower may pay compensation permitted by
Paragraph l5(J) to employees who are Affiliates, and may make
loans or other advances permitted by Paragraph l5(B) to
executives who are Affiliates. The Borrower may not make any
payment to any Subordinated Creditor (including, but not
limiting the generality of the foregoing, any payments on either
the DXI Note, or any indebtedness of Regam) except as permitted
by Section l5(N)."
(k) Paragraph 15 of the Original Loan Agreement is amended by
adding the following as subparagraph (N):
Notwithstanding anything to the contrary contained in the
Loan Agreement, until all of the Obligations have been fully
repaid to Lender, Borrower shall not make any direct or indirect
payment or prepayment in cash, property or securities, by
set-off or otherwise, with respect to the DXI Note or any
indebtedness of Regam without the prior consent of Lender which
consent shall not be withheld provided (a) that the Borrower, at
least fifteen (15) days prior to the proposed payment, delivers
to Lender a signed certification (which will be relied upon by
Lender) in a form acceptable to Lender, certifying to the
benefit of Lender that (i) no Event of Default has occurred or
is continuing under the Loan Agreement, and no Event of Default
would result from the making of such payment, and (ii) according
to the monthly financial statements submitted to Lender by
Borrower, Borrower will have a Total Debt Service Coverage Ratio
of no less than 1.1 to 1.0 and will be in compliance after
giving effect to the payment with all other financial covenants
set forth in the Loan Agreement, (b) the Lender verifying the
accuracy of the foregoing certification of Borrower, and (c)
Borrower shall have at least $500,000 in excess borrowing
availability under the Total Facility after giving effect to any
reserves required by Lender."
(l) The provisions of Section 2(k) of the Third Amendment are
amended and restated in their entirety as follows:
Notwithstanding anything to the contrary contained in the
Loan Agreement, as long as (i) Borrower shall maintain excess
borrowing availability of at least Five Hundred Thousand Dollars
($500,000), after giving effect to any requested but unfunded
advance and payment in full of Borrower's suppliers to within
sixty (60) days of such suppliers' respective written or
agreed-upon terms, and (ii) there shall not then exist an Event
of Default or any act or event which with notice, passage of
time, or both would constitute an Event of Default, Borrower
shall report to Lender Collateral information on a monthly basis
(in the form of a Borrowing Base Certificate to be prescribed by
Lender).
(m) The provisions of Section 2(N) of the Third Amendment
provided within sixty (60) days after the Third Amendment Effective
Date, Borrower shall cause to be delivered to Lender a Subordination
Agreement from ACG with respect to the ACG Note (the "ACG
Agreement"). The Borrower represents to the Lender that it has used
good faith and diligent efforts to obtain the ACG Agreement but has
not been able to obtain the same. Relying on the foregoing
representation, the Lender waives the requirement that the Borrower
obtain the ACG Agreement. The foregoing waiver shall not be
constituted as a subordination by the Lender of all or any part of
the Loan to the debt owed to ACG.
4. Waiver.
(a) Based on the financial statements the Borrower has supplied for
the calendar quarter ending March 31, 1999, the Borrower is in default
of the covenants of Borrower contained in Section 14(Q) of the Original
Loan Agreement. For so long as there is no other Event of Default by
Borrower, the Lender agrees that the failure of the Borrower to
conform, for the calendar quarter ending March 31, 1999, with the
covenants contained in Section 14(Q) of the Loan Agreement shall not
constitute an Event of Default.
(b) The Lender acknowledges that the Borrower's execution of the ACG
Note and DXI Note constitutes an Event of Default by Borrower of its
covenants contained in Section 15(K) of the Loan Agreement. The default
has been corrected, as of the Effective Date, by this Amendment. The
Lender waives such default solely as it pertains to the ACG Note and
DXI Note and solely for the periods prior to the Effective Date.
(c) The Lender acknowledges that the Borrower has been in dispute
with XxxXxx and Xxxx Xxxxx regarding issues associated with the XxxXxx
Purchase Agreement and that during the pendency of the dispute, the
Borrower has not made payments under the DXI Note. The Lender waives
any basis to claim that the failure of the Borrower, prior to the
Effective Date, to make payments required under the DXI Note is an
Event of Default or an Incipient Default.
(d) The Borrower acknowledges that the foregoing waivers by Lender
are limited to the specific periods, matters, and circumstances set
forth in this Section. Nothing in this Section should be construed as a
waiver by Lender of the Borrower's compliance with all other provisions
of the Original
Loan Agreement (as amended thereby in or as a waiver of the requirement
that the Borrower observe all other financial covenants contained in
the Original Loan Agreement and to conform with Sections 14(Q) and
l5(K) of the Original Loan Agreement for all other periods other than
those specifically set forth in this Section.
5. Reserve. From and after the date of this Amendment, in addition to
any other rights under the Original Loan Agreement, the Lender will thereinafter
reserve $600,000 from the borrowing availability under the Total Facility.
6. DXI Note. The Lender thereby consents to the Borrower (i) prior to
the Effective Date, making a lump sum payment to XxxXxx of $150,000 in
connection with the DXI Note and the settlement of the dispute amongst the
parties; and (ii) after the Effective Date, making the payments contemplated by
the DXI Note.
The Borrower agrees to use good faith efforts, after the Effective Date, to
deliver to Lender a Subordination and Standstill Agreement by XxxXxx and Xxxx
Xxxxx in a form and content acceptable to Lender.
7. Amendment Fee. In consideration of, among other things, Lender's
consent to this Amendment, Borrower agrees to pay to Lender, upon Borrower's
execution of this Amendment, the amount of Twenty-Five Thousand Dollars
($25,000) (the "Amendment Fee"). The Amendment Fee has been fully earned by
Lender and is nonrefundable and may be disbursed by Lender from the Total
Facility.
8. Reaffirmation and Grant of Security Interest. Without in any way
limiting the provisions of Section 4(A) of the Loan Agreement, and to secure the
prompt payment and performance of the Obligations (other than those Obligations
arising out of the Environmental Certificate), and notwithstanding which entity
constituting Borrower receives a particular advance of the Total Facility, each
entity constituting Borrower thereby reaffirms the grant to Lender of or grants
to Lender, as the case may be, a security interest in all of such Borrower's now
owned or thereafter acquired or arising Inventory, Equipment, Receivables, the
Life Insurance Policies and the proceeds thereof, Trademarks, Licenses and
Patents, and General Intangibles, including, without limitation, all of such
Borrower's Deposit Accounts, money, any and all property now or at any time
thereafter in Lender's possession (including claims and credit balances), and
all proceeds (including proceeds of any insurance policies, proceeds of proceeds
and claims against third parties), all products and all books and records
related to any of the foregoing (all of the foregoing, together with all other
property in which Lender may be granted a lien or security interest, is referred
to therein, collectively, as the "Collateral"; provided, however, that, with
respect solely to Collateral of Regam, such Collateral of Regam shall in all
events include only property of Regain located in the United States of America
as of the Third Amendment Effective Date together with such Collateral of Regam
as thereafter may be located therein from time to time.
9. Conditions Precedent. The amendments described in this Amendment and
the obligations of Lender set forth in this Amendment will not be effective
unless and until each of the following conditions precedent have been satisfied,
in form, manner and substance satisfactory to Lender:
(a) Borrower shall have delivered or caused to be delivered to
Lender the following documents, all of which shall be properly
completed, executed and otherwise satisfactory to Lender:
(i) this Amendment;
(ii) A corporate resolution from the Board of Directors of each
entity constituting Borrower (and from the Shareholders, if
necessary) approving the transactions contemplated thereby and the
execution and delivery of this Amendment;
(iii) A certificate of Borrower's president and corporate
assistant secretary attesting to the facts that (A) the corporate
resolutions set forth in Section 9(a)(ii) above have not been
modified or revoked and remain in full force and effect; and (B) the
by-laws of such Borrower have not changed from the date of the last
such certification, or attaching any amendments thereto.
(iv) Such amendments to Lender's existing financing statements
and such new financing statements in Lender's favor as Lender deems
necessary; and
(v) Such other items as Lender may require;
(b) Lender shall have received a certificate of corporate status
with respect to each Borrower, dated within ten (10) days of the date
thereof, from the Secretary of State or other appropriate governmental
authority of the state or country of incorporation of each Borrower,
which certificate shall indicate that each Borrower is in good standing
in such jurisdiction, together in each case with a certified copy of
the articles of incorporation of each Borrower from such governmental
authority;
(c) After giving effect to this Amendment, there shall not then
exist an Event of Default;
(d) All the representations and warranties of the Loan Parties in
the Loan Documents as amended thereby shall be true and correct, in all
material respects, before and after giving effect to the making of this
Amendment;
(e) Lender shall have reviewed and approved a current UCC and
judgment search on each Borrower;
(f) Borrower has paid to Lender the Amendment Fee or in lieu thereof
the fee has been paid to Lender by an advance by Lender against the
Total Facility;
(g) Lender shall have received a recent orderly liquidation value
appraisal of Borrower's Equipment calculated at the lower of cost or
market value, on a first-in, first-out basis, performed by one or more
appraisers acceptable to Lender; and
(h) Borrower shall have paid all reasonable closing costs, recording
fees and taxes, appraisal fees and expenses, travel expenses, fees and
expenses of Lender's counsel, and all other costs and expenses incurred
by Lender in connection with the preparation of this Amendment, which
costs, fees and expenses may be paid to Lender by an advance by Lender
against the Total Facility.
10. Indebtedness Acknowledged. Borrower acknowledges that the
indebtedness evidenced by the Loan Documents is just and owing and agrees to pay
the indebtedness in accordance with the terms of the Loan Documents. Borrower
further acknowledges and represents that no event has occurred and no condition
presently exists that would constitute a default or event of default by Lender
under the Loan Agreement as amended thereby or any of the other Loan Documents,
with or without notice or lapse of time.
11. Validity of Documents. Borrower thereby ratifies, reaffirms,
acknowledges and agrees that the Loan Agreement as amended thereby and the other
Loan Documents represent valid, enforceable and collectable obligations of
Borrower, and that Borrower presently has no existing claims, defenses (personal
or otherwise) or rights of setoff whatsoever with respect to the Obligations of
Borrower under the Loan Agreement as amended thereby or any of the other Loan
Documents. Borrower furthermore agrees that it has no defense, counterclaim,
offset, cross-complaint, claim or demand of any nature whatsoever which can be
asserted as a basis to seek affirmative relief or damages from Lender.
12. Reaffirmation of Warranties. Borrower thereby reaffirms to Lender
each of the representations, warranties, covenants and agreements of Borrower as
set forth in each of the Loan Documents as amended thereby with the same force
and effect as if each were separately stated therein and made as of the date
thereof. Borrower represents and warrants to Lender that with respect to the
financing transaction therein contemplated, no Person is entitled to any
brokerage fee or other commission and Borrower agrees to indemnify and hold
Lender harmless against any and all such claims.
13. Ratification of Terms and Conditions. All terms, conditions and
provisions of the Loan Agreement as amended thereby, and of each of the other
Loan Documents shall continue in full force and effect and shall remain
unaffected and unchanged except as specifically amended thereby. In the event of
any conflict between the terms and conditions of this Amendment and any of the
other Loan Documents, the provisions of this Amendment shall control.
14. Other Writings. Lender and Borrower will execute such other
writings as may be necessary to confirm or carry out the intentions of Lender
and Borrower evidenced by this Amendment.
15. Benefit of this Amendment. The terms and provisions of this
Amendment and the other Loan Documents shall be binding upon and inure to the
benefit of Lender and Borrower and their respective successors and assigns,
except that Borrower shall not have any right to assign its rights under this
Amendment or any of the Loan Documents or any interest therein without the prior
written consent of Lender.
16. Choice of Law. The Loan Documents and this Amendment shall be
performed and construed in accordance with the laws of the State of Arizona.
17. Entire Agreement. Except as modified by this Amendment, the Loan
Documents remain in full force and effect. The Loan Documents as modified by
this Amendment embody the entire agreement and understanding between Borrower
and Lender, and supersede all prior agreements and understandings between said
parties relating to the subject matter thereof.
18. Counterparts; Telecopy Execution. This Amendment may be executed in
any number of separate counterparts, all of which when taken together shall
constitute one and the same instrument, admissible into evidence,
notwithstanding the fact that all parties have not signed the same counterpart.
Delivery of an executed counterpart of this Amendment by telefacsimile shall be
equally as effective as delivery of a manually executed counterpart of this
Amendment. Any party delivering an executed counterpart of this Amendment by
telefacsimile shall also deliver a manually executed counterpart of this
Amendment, but the failure to deliver a manually executed counterpart shall not
affect the validity, enforceability, and binding affect of this Amendment.
19. Effectiveness of Amendment. This Amendment shall not be effective
until the same is executed and delivered by the parties thereto and all
conditions set forth in Section 9 thereof have been satisfied. The date that all
of the conditions set forth in Section 9 thereof have been satisfied is called
the "Effective Date."
20. No Waiver. Except as specifically set forth therein, this Amendment
in no way acts as a waiver by Lender of any breach, default, Event of Default or
condition which, with the giving of notice or passing of time or both, would
constitute an Event of Default, of Borrower (whether known or unknown to Lender)
or as a release or relinquishment of any of the liens, security interests,
rights or remedies securing payment and performance of the Obligations or the
enforcement thereof. Nothing contained in this Amendment is intended to or shall
be construed as relieving any person or entity, whether a party to this
Amendment or not, of any of such person's or entity's obligations to Lender.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have executed this Amendment on the date and
year first written above.
AFP IMAGING CORPORATION, a New York LOGETRONICS CORPORATION, a New York
corporation, successor by merger to AFP corporation
Technologies Corporation, formerly known
as Kenro Corporation, a New Jersey
corporation By:
-----------------------------------
Name:
By: -----------------------------------
----------------------------------- Title:
Name: -----------------------------------
-----------------------------------
Title:
----------------------------------- REGAM MEDICAL SYSTEMS INTERNATIONAL
AB, a Swedish corporation
VISIPLEX INSTRUMENTS CORPORATION, a New
York corporation formerly known as Xenon By:
Industries, Inc. -----------------------------------
Name:
By: -----------------------------------
----------------------------------- Title:
Name: -----------------------------------
-----------------------------------
Title:
----------------------------------- FINOVA CAPITAL CORPORATION, a
Delaware corporation formerly known
as Greyhound Financial Corporation,
DENT-X INTERNATIONAL, INC., a New York successor-by-merger to Greyhound
corporation Financial Capital Corporation, an
Oregon corporation
By:
----------------------------------- By:
Name: -----------------------------------
----------------------------------- Name:
Title: -----------------------------------
----------------------------------- Title:
-----------------------------------
