Exhibit 10.1.2
AMENDMENT NO. 1
AMENDMENT NO. 1, dated as of February 14, 2013 (this “Amendment”), to the First Lien Credit Agreement dated as of April 20, 2012 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”) among PG HOLDCO, LLC, a Delaware limited liability company (“Holdings”) PGA HOLDINGS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”), and the other Agents named therein. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
WHEREAS, Section 10.1 of the Credit Agreement permits amendments or other modifications of the Credit Agreement with consent of the Administrative Agent, Holdings, the Borrower and the Required Lenders;
WHEREAS, Borrower has requested that the Required Lenders agree to modify the calculation of Consolidated EBITDA by permitting the additional addbacks listed on Schedule 1 hereto;
WHEREAS, subject to certain conditions, the Required Lenders are willing to agree to such modification relating to the Credit Agreement;
NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1. Amendment.
The Borrower shall be permitted to modify the calculation of “Consolidated EBITDA” for the periods of four consecutive fiscal quarters ending on December 31, 2012, March 31, 2013, June 30, 2013 and September 30, 2013 by adding back to Consolidated Net Income, without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income, the amounts enumerated on Schedule 1 hereto for the applicable period to the extent such amounts reflect cash expenses, losses, charges or costs which accrued during the periods set forth opposite such amounts on Schedule 1 and are of the type described in clause (j) of the definition of “Consolidated EBITDA” without giving effect to the cap of 6% of Consolidated EBITDA in such clause (j).
Section 2. Representations and Warranties. The Borrower represents and warrants to the Administrative Agent and the Lenders as of the date hereof and the Amendment No. 1 Effective Date that:
(a) Before and after giving effect to this Amendment, the representations and warranties of the Borrower and each other Loan Party contained in Section 4 of the Credit Agreement or any other Loan Document shall be true and correct in all material
respects, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects).
(b) At the time of and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
(c) Each of Holdings and the Borrower (i) has the requisite power and authority to execute, deliver and perform the Amendment, (ii) has taken all necessary organizational action to authorize the execution, delivery and performance of the Amendment and (iii) has duly executed and delivered the Amendment.
(d) This Amendment constitutes a legal, valid and binding obligation of each of Holdings and the Borrower, enforceable against each of them in accordance with its 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 an proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
Section 3. Conditions to Effectiveness. This Amendment shall become effective on the date on which each of the following conditions is satisfied:
(a) The Administrative Agent’s receipt of executed counterparts of this Amendment from Holdings, the Borrower, the Administrative Agent and the Required Lenders, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified.
(b) The Administrative Agent’s receipt of a certificate of a Responsible Officer of each of Holdings and the Borrower dated the Amendment No. 1 Effective Date and certifying as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing such certificate, which shall be an original or facsimile or electronic copy (followed promptly by originals) unless otherwise specified
(c) The Borrower shall have reimbursed the Administrative Agent for its reasonable and documented out-of-pocket expenses incurred in connection with this Amendment, including the reasonable fees, charges and disbursements of Weil, Gotshal & Manges LLP, counsel for the Administrative Agent.
Section 4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of
this Amendment by facsimile transmission or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
Section 6. Governing Law and Waiver of Right to Trial by Jury.
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The jurisdiction and waiver of right to trial by jury provisions in Section 10.12 and 10.17 of the Credit Agreement are incorporated herein by reference mutatis mutandis.
Section 6. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
Section 7. Reaffirmation. Each of Holdings and the Borrower hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby.
Section 8. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall be deemed a “Loan Document” for all purposes under the Credit Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
| PG HOLDCO, LLC | ||
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| By: | /s/ Eileen A. Kamerick | |
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| Name: | Eileen A. Kamerick |
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| Title: | Chief Financial Officer & Treasurer |
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| PGA HOLDINGS, INC. | ||
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| By: | /s/ Eileen A. Kamerick | |
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| Name: | Eileen A. Kamerick |
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| Title: | Chief Financial Officer & Treasurer |
AMENDMENT NO. 1 — PRESS GANEY
FIRST LIEN
| BARCLAYS BANK PLC, | ||
| as Administrative Agent and Lender | ||
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| By: | /s/ Vanessa A. Kurbatskiy | |
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| Name: | Vanessa A. Kurbatskiy |
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| Title: | Vice President |
AMENDMENT NO. 1 — PRESS GANEY
FIRST LIEN
| [1ST Source Bank], | ||
| as Lender | ||
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| By: | /s/ Patrick Novitzki | |
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| Name: | Patrick Novitzki |
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| Title: | U.P. |
AMENDMENT NO. 1 — PRESS GANEY
FIRST LIEN
| ASF1 Loan Funding LLC, | ||
| as Lender | ||
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| By: | Citibank N.A. | |
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| By: | /s/ Lynette Thompson | |
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| Name: | Lynette Thompson |
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| Title: | Director |
AMENDMENT NO. 1 — PRESS GANEY
FIRST LIEN
| [BANCALLIANCE INC.], | ||
| as Lender | ||
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| By: | AP COMMERCIAL LLC, its attorney-in-fact | |
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| By: | /s/ John Gray | |
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| Name: | John Gray |
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| Title: | Director |
AMENDMENT NO. 1 — PRESS GANEY
FIRST LIEN
EMPORIA PREFERRED FUNDING II, LTD. |
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By: Ivy Hill Asset Management, L.P., as Collateral Manager |
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By: | /s/ Ryan Cascade |
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Name: | Ryan Cascade |
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Title: | Duly Authorized Signatory |
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EMPORIA PREFERRED FUNDING III, LTD. |
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By: Ivy Hill Asset Management, L.P., as Collateral Manager |
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By: | /s/ Ryan Cascade |
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Name: | Ryan Cascade |
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Title: | Duly Authorized Signatory |
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IVY HILL MIDDLE MARKET CREDIT FUND III, LTD. |
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By: Ivy Hil Asset Management, L.P., as Asset Manager |
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By: | /s/ Ryan Cascade |
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Name: | Ryan Cascade |
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Title: | Duly Authorized Signatory |
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IVY HILL MIDDLE MARKET CREDIT FUND IV, LTD. |
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By: Ivy Hil Asset Management, L.P., as Portfolio Manager |
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By: | /s/ Ryan Cascade |
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Name: | Ryan Cascade |
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Title: | Duly Authorized Signatory |
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IVY HILL MIDDLE MARKET CREDIT FUND V, LTD. |
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By: Ivy Hill Asset Management, L.P., as Portfolio Manager |
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By: | /s/ Ryan Cascade |
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Name: | Ryan Cascade |
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Title: | Duly Authorized Signatory |
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KNIGHTSBRIDGE CLO 2007-1 LIMITED |
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By: Ivy Hill Asset Management, L.P., as Collateral Manager |
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By: | /s/ Ryan Cascade |
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Name: | Ryan Cascade |
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Title: | Duly Authorized Signatory |
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AMENDMENT NO. 1 — PRESS GANEY
FIRST LIEN
| [Bank of Montreal], | ||
| as Lender | ||
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| By: | /s/ Katie Jones | |
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| Name: | Katie Jones |
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| Title: | Managing Director |
AMENDMENT NO. 1 — PRESS GANEY
FIRST LIEN
| TRIBECA PARK CLO LTD. | ||
| By: GSO/BLACKSTONE Debt Funds | ||
| Management LLC as Portfolio Manager | ||
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| as Lender | ||
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| By: | /s/ Daniel H. Smith | |
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| Name: | Daniel H. Smith |
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| Title: | Authorized Signatory |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| Bank of Montreal, | ||
| as a Lender | ||
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| By: | /s/ Stephen E. Kalmer | |
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| Name: | Stephen E. Kalmer |
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| Title: | Director |
SIGNATURE PAGE TO PRESS GANEY FIRST LIEN CREDIT AGREEMENT
| MAPS CLO FUND II, LTD. | ||
| By: GSO / Blackstone Debt Funds Management | ||
| LLC as Collateral Manager | ||
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| as Lender | ||
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| By: | /s/ Daniel H. Smith | |
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| Name: | Daniel H. Smith |
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| Title: | Authorized Signatory |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| CIT Bank, | |
| as Lender | |
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| By: | /s/ John Tracey |
| Name: | John Tracey |
| Title: | Director |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| CIT Finance LLC, | |
| as Lender | |
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| By: | /s/ John Tracey |
| Name: | John Tracey |
| Title: | Director |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| [Congressional Bank], | ||
| as Lender | ||
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| By: | /s/ Kenneth Elias | |
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| Name: | Kenneth Elias |
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| Title: | SVP |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| ATLAS SENIOR LOAN FUND II, LTD | |
| By: Crescent Capital Group LP, its adviser | |
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| By: | /s/ Meric Topbas |
| Name: | Meric Topbas |
| Title: | Senior Vice President |
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| By: | /s/ Joshua Grumer |
| Name: | Joshua Grumer |
| Title: | Vice President |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| ATLAS SENIOR LOAN FUND, LTD. | |
| By: Crescent Capital Group LP, its adviser | |
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| By: | /s/ Meric Topbas |
| Name: | Meric Topbas |
| Title: | Senior Vice President |
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| By: | /s/ Joshua Grumer |
| Name: | Joshua Grumer |
| Title: | Vice President |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| CRESCENT ALTERNATIVE CREDIT PARTNERS, L.P. | |
| By: | Crescent Capital Group LP, its sub-adviser |
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| By: | /s/ Meric Topbas |
| Name: | Meric Topbas |
| Title: | Senior Vice President |
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| By: | /s/ Joshua Grumer |
| Name: | Joshua Grumer |
| Title: | Vice President |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| Crescent Senior Secured Floating Rate Loan Fund, LLC | |
| By: Crescent Capital Group LP, its advisor | |
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| By: | /s/ Meric Topbas |
| Name: | Meric Topbas |
| Title: | Senior Vice President |
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| By: | /s/ Joshua Grumer |
| Name: | Joshua Grumer |
| Title: | Vice President |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| FARAKER INVESTMENT PTE LTD. | |
| By: Crescent Capital Group LP, its sub-adviser | |
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| By: | /s/ Meric Topbas |
| Name: | Meric Topbas |
| Title: | Senior Vice President |
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| By: | /s/ Joshua Grumer |
| Name: | Joshua Grumer |
| Title: | Vice President |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| ILLINOIS STATE BOARD OF INVESTMENT | |
| By: Crescent Capital Group LP, its sub-adviser | |
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| By: | /s/ Meric Topbas |
| Name: | Meric Topbas |
| Title: | Senior Vice President |
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| By: | /s/ Joshua Grumer |
| Name: | Joshua Grumer |
| Title: | Vice President |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| MAC CAPITAL, LTD. | |
| By: TCW-WLA JV Venture LLC, its sub-adviser | |
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| By: | /s/ Meric Topbas |
| Name: | Meric Topbas |
| Title: | Senior Vice President |
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| By: | /s/ Joshua Grumer |
| Name: | Joshua Grumer |
| Title: | Vice President |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| MOMENTUM CAPITAL FUND, LTD. | |
| By: TCW-WLA JV Venture LLC, its sub-adviser | |
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| By: | /s/ Meric Topbas |
| Name: | Meric Topbas |
| Title: | Senior Vice President |
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| By: | /s/ Joshua Grumer |
| Name: | Joshua Grumer |
| Title: | Vice President |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| PALMETTO INVESTORS MASTER FUND, LLC. | |
| By: Crescent Capital Group LP, its sub-adviser | |
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| By: | /s/ Meric Topbas |
| Name: | Meric Topbas |
| Title: | Senior Vice President |
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| By: | /s/ Joshua Grumer |
| Name: | Joshua Grumer |
| Title: | Vice President |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| RGA REINSURANCE COMPANY | |
| By: Crescent Capital Group LP, its sub-adviser | |
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| By: | /s/ Meric Topbas |
| Name: | Meric Topbas |
| Title: | Senior Vice President |
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| By: | /s/ Joshua Grumer |
| Name: | Joshua Grumer |
| Title: | Vice President |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| TCW SENIOR SECURED LOAN FUND, LP | |
| By: Crescent Capital Group LP, its sub-adviser | |
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| By: | /s/ Meric Topbas |
| Name: | Meric Topbas |
| Title: | Senior Vice President |
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| By: | /s/ Joshua Grumer |
| Name: | Joshua Grumer |
| Title: | Vice President |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| BELL ATLANTIC MASTER TRUST | |
| By: Crescent Capital Group LP, its sub-adviser | |
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| By: | /s/ Meric Topbas |
| Name: | Meric Topbas |
| Title: | Senior Vice President |
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| By: | /s/ Joshua Grumer |
| Name: | Joshua Grumer |
| Title: | Vice President |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| VITESSE CLO LTD. | |
| By: TCW-WLA JV Venture LLC, its sub-adviser | |
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| By: | /s/ Meric Topbas |
| Name: | Meric Topbas |
| Title: | Senior Vice President |
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| By: | /s/ Joshua Grumer |
| Name: | Joshua Grumer |
| Title: | Vice President |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
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| [General Electric Capital Corporation], | ||
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| as Lender | ||
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| By: | /s/ Kevin Blitz | ||
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| Name: | Kevin Blitz | |
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| Title: | Duly Authorized Signatory | |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| [Goldman Sachs Lending Partners LLC], | ||
| as Lender | ||
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| By: | /s/ Michelle Latzoni | |
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| Name: | Michelle Latzoni |
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| Title: | Authorized Signatory |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| BLACKSTONE / GSO SENIOR FLOATING | ||
| RATE TERM FUND | ||
| By: GSO / Blackstone Debt Funds Management | ||
| LLC as Investment Advisor | ||
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| as Lender | ||
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| By: | /s/ Daniel H. Smith | |
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| Name: | Daniel H. Smith |
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| Title: | Authorized Signatory |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| CALLIDUS DEBT PARTNERS CLO FUND | ||
| VI, LTD. | ||
| By: GSO / Blackstone Debt Funds Management | ||
| LLC as Collateral Manager | ||
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| as Lender | ||
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| By: | /s/ Daniel H. Smith | |
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| Name: | Daniel H. Smith |
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| Title: | Authorized Signatory |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| CENTRAL PARK CLO, LTD. | ||
| By: GSO / Blackstone Debt Funds Management | ||
| LLC as Collateral Manager | ||
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| as Lender | ||
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| By: | /s/ Daniel H. Smith | |
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| Name: | Daniel H. Smith |
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| Title: | Authorized Signatory |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| CHELSEA PARK CLO LTD. | ||
| By: GSO/BLACKSTONE Debt Funds | ||
| Management LLC as Portfolio Manager | ||
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| as Lender | ||
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| By: | /s/ Daniel H. Smith | |
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| Name: | Daniel H. Smith |
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| Title: | Authorized Signatory |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| COLUMBUS PARK CDO LTD. | ||
| By: GSO / Blackstone Debt Funds Management | ||
| LLC as Portfolio Manager | ||
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| as Lender | ||
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| By: | /s/ Daniel H. Smith | |
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| Name: | Daniel H. Smith |
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| Title: | Authorized Signatory |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| GALE FORCE 4 CLO, LTD. | ||
| By: GSO/BLACKSTONE Debt Funds | ||
| Management LLC as Collateral Servicer | ||
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| as Lender | ||
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| By: | /s/ Daniel H. Smith | |
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| Name: | Daniel H. Smith |
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| Title: | Authorized Signatory |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| GRAMERCY PARK CLO LTD. | ||
| By: GSO / Blackstone Debt Funds Management | ||
| LLC as Collateral Manager | ||
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| as Lender | ||
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| By: | /s/ Daniel H. Smith | |
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| Name: | Daniel H. Smith |
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| Title: | Authorized Signatory |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| INWOOD PARK CDO LTD. | ||
| By: Blackstone Debt Advisors L.P. as Collateral | ||
| Manager | ||
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| as Lender | ||
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| By: | /s/ Daniel H. Smith | |
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| Name: | Daniel H. Smith |
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| Title: | Authorized Signatory |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| PROSPECT PARK CDO LTD. | ||
| By: Blackstone Debt Advisors L.P. as Collateral | ||
| Manager | ||
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| as Lender | ||
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| By: | /s/ Daniel H. Smith | |
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| Name: | Daniel H. Smith |
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| Title: | Authorized Signatory |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| [Lake City Bank], | ||
| as Lender | ||
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| By: | /s/ Benjamin C. Norris | |
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| Name: | Benjamin C. Norris |
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| Title: | Vice President |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| Sumitomo Mitsui Banking Corporation | ||
| as Lender | ||
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| By: | /s/ David Kee | |
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| Name: | David Kee |
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| Title: | Managing Director |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| [UBS Loan Finance LLC], | ||
| as Lender | ||
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| By: | /s/ Lana Gifas | |
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| Name: | Lana Gifas |
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| Title: | Director |
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| /s/ David Urban | |
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| David Urban |
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| Associate Director |
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| Banking Products |
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| Services, US |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
| [UBS AG, Stamford Branch], | ||
| as Lender | ||
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| By: | /s/ Darlene Arias | |
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| Name: | Darlene Arias |
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| Title: | Director |
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| By: | /s/ Lana Gifas | |
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| Name: | Lana Gifas |
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| Title: | Director |
AMENDMENT No. 1 — PRESS GANEY
FIRST LIEN
SCHEDULE 1
|
| LTM Addbacks to |
| Addbacks reflect amounts accrued | |
LTM Period ended |
| Consolidated EBITDA |
| during the following periods | |
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December 31, 2012 |
| $ | 9,602,453 |
| Fiscal year ended December 31, 2012 |
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March 31, 2013 |
| $ | 9,349,337 |
| April 1, 2012 to December 31, 2012 |
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June 30, 2013 |
| $ | 6,952,153 |
| July 1, 2012 to December 31, 2012 |
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September 30, 2013 |
| $ | 1,411,997 |
| October 1, 2012 to December 31, 2012 |