1
SILICON VALLEY BANK
AMENDMENT TO LOAN AGREEMENT
BORROWER: VITALCOM INC., A DELAWARE CORPORATION
ADDRESS: 15222 DEL AMO AVENUE
TUSTIN, CA 92780
DATE: MARCH 21, 2000
THIS AMENDMENT TO LOAN AGREEMENT is entered into between SILICON VALLEY BANK
("Silicon") and the borrower named above (the "Borrower").
The Parties agree to amend the Loan and Security Agreement between them
dated February 26, 1993, as amended by that Amendment to Loan Agreement dated
December 21, 1993, as amended by that Amendment to Loan Agreement dated April
27, 1994, as amended by that Amendment to Loan Agreement dated May 5, 1995, as
amended by that Amendment to Loan Agreement dated May 30, 1995, as amended by
that Amendment to Loan Agreement dated December 27, 1995, as amended by that
Amendment to Loan Agreement dated August 6, 1996, as amended by that Amendment
to Loan Agreement dated September 25, 1996, as amended by that Amendment to
Loan Agreement dated August 6, 1997, as amended by that Amendment to Loan
Agreement dated December __, 1998 and as otherwise amended or modified from
time to time (the "Loan Agreement": terms defined in the Loan Agreement are
used herein as therein defined), as follows, effective as of the date hereof.
1. AMENDED SCHEDULE. The Schedule to the Loan Agreement is amended,
effective as of the date hereof, to read as set forth on the Amended Schedule
attached hereto.
2. MODIFIED SECTION 2.2. Section 2.2 of the Loan Agreement is hereby
deleted in its entirety and replaced with the following:
"2.2 GRANT OF SECURITY INTEREST IN COLLATERAL. Upon the making of any
Loans, the following shall be considered to be immediately and fully
effective, without any further action on the part of Silicon or Borrower:
Borrower hereby grants Silicon a continuing security interest in all of
Borrower's interest in the Collateral (as defined below in Section 2.2A)
as security for all Obligations (such grant of a security interest is
referred to herein as the "Grant"). Notwithstanding the foregoing, no
Loans shall be made unless and until Silicon has acquired a perfected
security interest in the Collateral, including but not limited to the
filing of any UCC-1 financing statements as required by Silicon in its
discretion: Borrower agrees to take such actions and execute such
documentation as Silicon determines is necessary or desirable in order to
allow Silicon to perfect its security interest in the Collateral at such
time as the Grant becomes effective.
2.2A COLLATERAL. The following is referred to as the "Collateral": (a) All
accounts, contract rights, chattel paper, letters of credit, documents,
securities, money, and instruments, and all other obligations now or in
the future owing to the Borrower; (b) All inventory, goods, merchandise,
materials, raw materials, work in process, finished
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SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT
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goods, farm products, advertising, packaging and shipping materials,
supplies, and all other tangible personal property which is held for sale
or lease or furnished under contracts of service or consumed in the
Borrower's business, and all warehouse receipts and other documents; and
(c) All equipment, including without limitation all machinery, fixtures,
trade fixtures, vehicles, furnishings, furniture, materials, tools, machine
tools, office equipment, computers and peripheral devices, appliances,
apparatus, parts, dies, and jigs; (d) All general intangibles, including,
but not limited to, deposit accounts, goodwill, names, trade names,
drawings, blueprints, customer lists, security deposits, loan commitment
fees, federal, state and local tax refunds and claims, all rights in all
litigation presently or hereafter pending for any cause or claim (whether
in contract, tort or otherwise), and all judgments now or hereafter arising
therefrom, all claims of Borrower against Silicon, all rights to purchase
or sell real or personal property, all rights as a licensor or licensee of
any kind, all royalties, licenses, processes, telephone numbers,
proprietary information, purchase orders, and all insurance policies and
claims (including without limitation credit, liability, property and other
insurance), and all other rights, privileges and franchises of every kind;
(e) All books and records, whether stored on computers or otherwise
maintained; and (f) All substitutions, additions and accessions to any of
the foregoing, and all products, proceeds and insurance proceeds of the
foregoing, and all guaranties of and security for the foregoing; and all
books and records relating to any of the foregoing; provided, however, that
"Collateral" shall not include Intellectual Property (as defined below).
As used herein the term "Intellectual Property" means (a) any and all
copyright rights, copyright applications, copyright registrations and like
protections; (b) any trademark and servicemark rights, whether registered
or not, applications to register and registrations of the same and like
protections; (c) all patents, patent applications and like protections; and
(d) all mask work or similar rights available for the protection of
semiconductor chips."
3. SECTION 3.7 OF THE LOAN AGREEMENT. Section 3.7 of the Loan Agreement
is hereby amended in its entirety to read as follows:
"3.7 FINANCIAL CONDITION AND STATEMENTS. All financial statements now or in
the future delivered to Silicon have been, and will be, prepared in
conformity with generally accepted accounting principles and now and in the
future will completely and accurately reflect the financial condition of
the Borrower, at the times and for the periods therein stated subject to
normal year-end adjustments. Since the last date covered by any such
statement, there has been no material adverse change in the financial
condition or business of the Borrower. The Borrower is now and will
continue to be solvent. The Borrower will provide Silicon: (i) Within 30
days after the end of each calendar month in which, as of the end of such
month, Borrower's Remaining Months Liquidity (as defined in the Schedule
hereto) is equal to or less than 12 months, a monthly financial statement
prepared by Borrower and a Compliance Certificate in such form as Silicon
shall reasonably specify, signed by the Chief Financial Officer of the
Borrower, certifying that throughout such month the Borrower was in full
compliance with all of the terms and conditions of this Agreement, and
setting forth calculations showing compliance with the financial covenants
set forth on the Schedule and such other information as Silicon shall
reasonably request (a "Compliance Certificate"); (ii) Within 5 days after
the earlier of the date the report 10-Q is filed or is required to be filed
with the Securities and Exchange Commission ("SEC") with respect to
Borrower, such 10-Q report, a quarterly financial statement prepared by
Borrower, and a Compliance Certificate for
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SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT
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Such quarter; (iii) within 5 days after the earlier of the date the report
10-K is filed or is required to be filed with the Securities and Exchange
Commission with respect to Borrower, such 10-K report, complete annual
financial statements, certified by Deloitte & Touche or other independent
certified public accountants acceptable to Silicon, and a Compliance
Certificate for the quarter then ended; provided, however, with respect to
the 10-Q and 10-K reports referred to above, if (x) Borrower applies for
and obtains an extension from the SEC for the delivery of such reports to
the SEC, (y) Borrower provides Silicon with evidence of the SEC's grant of
such extension, and (z) such extension is not 30 days beyond the regular
submission date for such reports, then the required dates for the
submission of financial information and reports set forth in this Section
3.7 shall be deemed to be modified to the date of the extension so granted
by the SEC*.
*; AND, FINALLY, WITHIN 20 DAYS AFTER THE END OF EACH CALENDAR MONTH IN
WHICH, AT ANY TIME DURING SUCH MONTH THERE WERE ANY OBLIGATIONS
OUTSTANDING, (a) A BORROWING BASE CERTIFICATE SIGNED BY THE CHIEF EXECUTIVE
OFFICER, PRESIDENT, CHIEF FINANCIAL OFFICER OR CONTROLLER OF BORROWER IN
FORM AND SUBSTANCE ACCEPTABLE TO SILICON, (b) AN ACCOUNTS RECEIVABLE AGING
FOR SUCH MONTH, AGED BY INVOICE DATE, (c) AN ACCOUNTS PAYABLE AGING FOR
SUCH MONTH, AGED BY INVOICE DATE, AND (d) OUTSTANDING OR HELD CHECK
REGISTERS, IF ANY, WITH RESPECT TO SUCH MONTH."
4. SECTION 4.5 OF THE LOAN AGREEMENT. Section 4.5 of the Loan Agreement
is hereby amended in its entirety to read as follows:
"4.5 ACCESS TO COLLATERAL, BOOKS AND RECORDS. At all reasonable times, and
upon *notice, Silicon, or its agents, shall have the right to inspect the
Collateral, and the right to audit and copy the Borrower's accounting
books and records and Borrower's books and records relating to the
Collateral. Silicon shall take reasonable steps to keep confidential all
information obtained in any such inspection or audit, but Silicon shall
have the right to disclose any such information to its auditors, regulatory
agencies, and attorneys, and pursuant to any subpoena or other legal
process. The foregoing audits shall be at Silicon's expense, except that
the Borrower shall reimburse Silicon for its reasonable out of pocket costs
for semi-annual accounts receivable audits by third parties retained by
Silicon, and Silicon may debit Borrower's deposit accounts with Silicon for
the cost of such semi-annual accounts receivable audits (in which event
Silicon shall send notification thereof to the Borrower). Notwithstanding
the foregoing, after the occurrence of an Event of Default all audits shall
be at the Borrower's expense**
*THREE BUSINESS DAYS'
**AND MAY BE PERFORMED ON ONE BUSINESS DAY'S NOTICE."
5. REFERENCES IN LOAN AGREEMENT: Until such time as the Grant has become
effective, Borrower and Silicon hereby agree that all references to the
security interest or lien of Silicon in the Collateral are deemed not to be in
effect; provided that, upon the effectiveness of the Grant, such provisions and
such references shall immediately be deemed to be in full force and effect,
without any further action or notice to any person by Silicon or Borrower or by
any other person.
6. FEE. Borrower shall pay to Silicon a fee the amount of $25,000 in
connection herewith such amount includes the $5,000 fee Borrower has paid in
connection with the letter dated March 15, 2000 from Silicon to Borrower; such
fees shall be in addition to interest and to all amounts payable to Silicon
under the Loan Agreement.
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SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT
7. GENERAL PROVISIONS. This Amendment, the Loan Agreement, any prior
written amendments to the Loan Agreement signed by Silicon and the Borrower,
and the other written documents and agreements between Silicon and the Borrower
set forth in full all of the representations and agreements of the parties with
respect to the subject matter hereof and supersede all prior discussions,
representations, agreements and understandings between the parties with respect
to the subject hereof. Except as herein expressly amended, all of the terms and
provisions of the Loan Agreement, and all other documents and agreements
between Silicon and the Borrower shall continue in full force and effect and the
same are hereby ratified and confirmed. This Amendment shall be controlling in
the event of any conflicts between any prior written agreements and amendments
between Silicon and the Borrower, on the one hand, and this Amendment.
Borrower: Silicon:
VITALCOM INC. SILICON VALLEY BANK
By: /s/ FRANK T. SAMPLE By: /s/ [Signature Illegible]
------------------------------ ----------------------------------
President or Vice President Title: VP
By: /s/ JOHN ROBERT GRAHAM
------------------------------
Secretary or Ass't Secretary
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SILICON VALLEY BANK
AMENDED SCHEDULE TO
LOAN AND SECURITY AGREEMENT
BORROWER: VITALCOM INC., A DELAWARE CORPORATION
ADDRESS: 15222 DEL AMO AVENUE
TUSTIN, CA 92780
DATE: MARCH 21, 2000
CREDIT LIMIT
(Section 1.1): An amount not to exceed the lesser of (and subject to the
proviso that follows):
(1) $5,000,000 at any one time outstanding; or
(2) the sum of:
(a) Loans (the "Formula Loans") in an amount not to
exceed 80% of the Net Amount of Borrower's accounts,
which Silicon in its discretion deems eligible for
borrowing; plus
(b) If the Liquidity Covenant (as defined in section 4.1
of this Schedule below) is satisfied, and only
during such period that the Liquidity covenant
remains satisfied including after taking into
account the amount of any and all contemplated
Non-Formula Loans, the following Loans will also be
made available to the Borrower: Loans (referred to
herein as the "Non-Formula Loans") in an aggregate
amount not to exceed at any time the sum of
$5,000,000 minus the aggregate amount of Formula
Loans outstanding from time to time;
PROVIDED in no event shall the aggregate amount of Loans
outstanding plus the aggregate face amount of all
outstanding Letters of Credit exceed $5,000,000.
"Net Amount" of an account means the gross amount of the
account, minus all applicable sales, use, excise and
other similar taxes and minus all discounts, credits and
allowances of any nature granted or claimed.
Without limiting the fact that the determination of
which accounts are eligible for borrowing is a matter of
Silicon's discretion, the following will not be deemed
eligible for borrowing: accounts outstanding for more
than 90 days from the invoice date, accounts subject to
any contingencies, accounts owing from any government
agency (unless, with
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SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT
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respect to United States or any department, agency
or instrumentality thereof, there has been
compliance, to Silicon's satisfaction, with the
United States Assignment of Claims Act), accounts
owing from an account debtor outside the United
States (unless pre-approved by Silicon in its
discretion, or backed by a letter of credit
satisfactory to Silicon, or FCIA insured
satisfactory to Silicon), accounts owing from one
account debtor to the extent they exceed 25%* of
the total eligible accounts outstanding, accounts
owing from an affiliate of Borrower, and accounts
owing from an account debtor to whom Borrower is
or may be liable for goods purchased from such
account debtor or otherwise. In addition, if more
than 50% of the accounts owing from an account
debtor are outstanding more than 90 days from the
invoice date or are otherwise not eligible
accounts, then all accounts owing from that
account debtor will be deemed ineligible for
borrowing.
*provided that in the case of Datascope
Instruments and Quinton Instrument Company as
account debtors, this percentage figure shall be
40%.
LETTERS OF CREDIT Silicon, in its reasonable discretion, will from
time to time during the term of this Agreement
issue letters of credit for the account of the
Borrower ("Letters of Credit"), in an aggregate
amount at any one time outstanding not to exceed
$500,000, upon the request of the Borrower,
provided that, on the date the Letters of Credit
are to be issued, Borrower has available to it
Loans in an amount equal to or greater than the
face amount of the Letters of Credit to be issued.
Prior to the issuance of any Letters of Credit,
Borrower shall execute and deliver to Silicon
Applications for Letters of Credit and such other
documentation as Silicon shall specify (the
"Letter of Credit Documentation"). Fees for the
Letters of Credit shall be as provided in the
Letter of Credit Documentation.
The Loans available under this Agreement at any
time shall be reduced by the face amount of
Letters of Credit from time to time outstanding.
INTEREST RATE (Section 1.2): A rate equal to the "Prime Rate" in effect from
time to time plus .50%. Interest shall be
calculated on the basis of a 360-day year for the
actual number of days elapsed. "Prime Rate" means
the rate announced from time to time by Silicon as
its "prime rate;" it is a base rate upon which
other rates charged by Silicon are based, and it
is not necessarily the best rate available at
Silicon. The interest rate applicable to the
Obligations shall change on each date there is a
change in the Prime Rate.
MATURITY DATE
(Section 5.1): March __, 2001
PRIOR NAMES OF BORROWER
(Section 3.2): ACCUCORE, Inc., Pacific Communications, Inc.
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SILICON VALLEY BANK SCHEDULE TO LOAN AGREEMENT
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TRADE NAMES OF BORROWER
(Section 3.2): Accucore
OTHER LOCATIONS AND ADDRESSES
(Section 3.3): None
MATERIAL ADVERSE LITIGATION
(Section 3.10): None
NEGATIVE COVENANTS-EXCEPTIONS
(Section 4.6): Without Silicon's prior written consent,
Borrower may do the following, provided
that, after giving effect thereto, no Event
of Default has occurred and no event has
occurred which, with notice or passage of
time or both, would constitute an Event of
Default, and provided that the following are
done in compliance with all applicable laws,
rules and regulations; (i) repurchase shares
of Borrower's stock, provided that the total
amount paid by Borrower for such stock does
not exceed $500,000 in any fiscal year.
FINANCIAL COVENANTS
(Section 4.1): Borrower shall comply with all of the
following covenants. Compliance shall be
determined as of the end of each required
period for the delivery of a compliance
certificate as set forth in section 3.7 of
the Loan Agreement, except as otherwise
specifically provided below:
LIQUIDITY COVENANT: Borrower shall maintain the greater of (i)
at least Six (6) months Remaining Months
Liquidity or (ii) cash on hand, cash
equivalents and marketable securities less
restricted cash of at least two multiplied
times the principal amount of the
Non-Formula Loans outstanding (collectively
being referred to herein as the "Liquidity
Covenant"). "Remaining Months Liquidity" is
defined as cash on hand, cash equivalents
and marketable securities less restricted
cash, divided by Cash Burn. "Cash Burn" is
defined as cash (prior period) minus cash
(current period) plus increases in short and
long term borrowings plus increases in
equity (or subordinated debt) on a mean
monthly average basis with respect to the
immediately preceding three month to month
periods.
DEBT TO TANGIBLE
NET WORTH RATIO: Borrower shall maintain a ratio of total
liabilities to tangible net worth of not
more than 1.00 to 1.
PROFITABILITY: Borrower shall not incur a net loss (after
taxes) for:
(i) the fiscal quarter ending March 31, 2000
in excess of $2,600,000;
(ii) the fiscal quarter ending June 30, 2000
in excess of $2,000,000;
(iii) the fiscal quarter ending September
30, 2000 in excess of $1,000,000; and
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SILICON VALLEY BANK SCHEDULE TO LOAN AGREEMENT
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(iv) the fiscal year ending December 31, 2000 in excess of
$4,800,000.
Thereafter, Borrower shall not incur a loss (after taxes in
any fiscal year.
DEFINITIONS: "Current assets" and "current liabilities" shall have the
meaning ascribed thereto in accordance with generally
accepted accounting principles.
"Tangible net worth" means the excess of total assets over
total liabilities, determined in accordance with generally
accepted accounting principles, excluding however all assets
which would be classified as intangible assets under
generally accepted accounting principles, including without
limitation goodwill, licenses, patents, trademarks, trade
names, copyrights and franchises.
SUBORDINATED DEBT: "Liabilities", for purposes of the foregoing covenants, do
not include indebtedness which is subordinated to the
indebtedness to Silicon under a subordination agreement in
form specified by Silicon or by language in the instrument
evidencing the indebtedness which is acceptable to Silicon."
"Net loss", for purposes of the foregoing covenants, shall
not include no-cash charges incurred in connection with any
acquisitions by Borrower of another corporation and up to
$250,000 in write-offs relating to goodwill.
OTHER COVENANTS
(Section 4.1): Borrower shall at all times comply with all of the following
additional covenants:
1. BANKING RELATIONSHIP; MUTUAL FUND ACCOUNT. Borrower shall
at all times maintain its primary operating banking
relationship with Silicon. Further, Borrower shall maintain
with Silicon or with a Silicon-designated institution a
money market mutual fund account having a minimum balance of
$2,500,000 at all times.
2. INDEBTEDNESS. Without limiting any of the foregoing terms
or provisions of this Agreement, Borrower shall not in the
future incur indebtedness for borrowed money, except for (i)
indebtedness to Silicon, (ii) indebtedness incurred in the
future for the purchase price of or lease of equipment and
(iii) trade debt incurred in the ordinary course of
business.
3. UCC-1 FINANCING STATEMENTS. Borrower is concurrently
herewith delivering to Silicon UCC-1 financing statements,
and it is understood and agreed that such financing
statements shall not be considered effective unless and
until the Grant becomes effective. At such time Silicon
shall be permitted to file such financing statements
immediately.
4. COLLATERAL EXAMINATION. Prior to the making of the
initial Formula Loan hereunder, Silicon shall (A) conduct a
collateral examination and audit under section 4.5 of the
Loan
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SILICON VALLEY BANK SCHEDULE TO LOAN AGREEMENT
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Agreement and (B) determine that the results thereof are
acceptable to Silicon for loan purposes in its discretion.
BORROWER:
VITALCOM INC.
By /s/ FRANK T. SAMPLE
----------------------------------------
President or Vice President
By /s/ JOHN ROBERT GRAHAM
----------------------------------------
Secretary or Ass't Secretary
SILICON:
SILICON VALLEY BANK
By [SIGNATURE ILLEGIBLE]
----------------------------------------
Title VP
-------------------------------------
10
SILICON VALLEY BANK
CERTIFIED RESOLUTION
BORROWER: VITALCOM INC., A CORPORATION
ORGANIZED UNDER THE LAWS OF THE
STATE OF DELAWARE
ADDRESS: 15222 DEL AMO AVENUE
TUSTIN, CA 92780
DATE: MARCH __, 2000
I, the undersigned, Secretary or Assistant Secretary of the above-named
borrower, a corporation organized under the laws of the state set forth above,
do hereby certify that the following is a full, true and correct copy of
resolutions duly and regularly adopted by the Board of Directors of said
corporation as required by law, and by the by-laws of said corporation, and
that said resolutions are still in full force and effect and have not been in
any way modified, repealed, rescinded, amended or revoked.
RESOLVED, that this corporation borrow from Silicon Valley Bank
("Silicon"), from time to time, such sum or sums of money as, in the
judgment of the officer or officers hereinafter authorized hereby, this
corporation may require.
RESOLVED FURTHER, that any of the Chairman, President, Chief Executive
Officer, Chief Financial Officer or Secretary of this corporation be, and
he or she is hereby authorized, directed and empowered, in the name of
this corporation, to execute and deliver to Silicon, and Silicon is
requested to accept, the loan agreements, security agreements, notes,
financing statements, and other documents and instruments providing for
such loans and evidencing and/or securing such loans, with interest
thereon, and said authorized officers are authorized from time to time to
execute renewals, extensions and/or amendments of said loan agreements,
security agreements, and other documents and instruments.
RESOLVED FURTHER, that said authorized officers be and they are hereby
authorized, directed and empowered, as security for any and all
indebtedness of this corporation to Silicon, whether arising pursuant to
this resolution or otherwise, to grant, transfer, pledge, mortgage,
assign, or otherwise hypothecate to Silicon, or deed in trust for its
benefit, any property of any and every kind, belonging to this
corporation, including, but not limited to, any and all real property,
accounts, inventory, equipment, general intangibles, instruments,
documents, chattel paper, notes, money, deposit accounts, furniture,
fixtures, goods, and other property of every kind, and to execute and
deliver to Silicon any and all grants, transfers, trust receipts, loan or
credit agreements, pledge agreements, mortgages, deeds of trust, financing
statements, security agreements and other hypothecation agreements, which
said instruments and the note or notes and other instruments referred to
in the proceeding paragraph may contain such provisions, covenants,
recitals and agreements as Silicon may require and said authorized
officers may approve, and the execution thereof by said authorized
officers shall be conclusive evidence of such approval.
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The undersigned further certifies that the following persons are the
duly elected and acting officers of the corporation named above as borrower and
that the following are their actual signatures:
NAME OFFICE(S) ACTUAL SIGNATURES
---- --------- -----------------
Frank T. Sample Chairman, President, CEO & Acting CFO /s/ FRANK T. SAMPLE
- ---------------------- ------------------------------------- -------------------------
John Robert Graham V.P. Corporate Alliances, Secretary /s/ JOHN ROBERT GRAHAM
- ---------------------- ------------------------------------- -------------------------
- ---------------------- ------------------------------------- -------------------------
- ---------------------- ------------------------------------- -------------------------
IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary or
Assistant Secretary on the date set forth above.
/s/ JOHN ROBERT GRAHAM
----------------------------------------
Secretary or Assistant Secretary
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NEGATIVE PLEDGE AGREEMENT
This Negative Pledge Agreement is made as of March 21, 2000 by and between
Vitalcom Inc. ("Borrower") and Silicon Valley Bank ("Silicon").
In connection with, among other documents, the Loan and Security Agreement
between Borrower and Silicon dated February 26, 1993 (as amended, the "Loan
Agreement"; the Loan Agreement and all related instruments, documents and
agreements may be collectively referred to herein as the "Loan Documents"), and
without limitation of the terms and provisions of the Loan Documents, Borrower
agrees it will not sell, transfer, assign, mortgage, pledge, lease, grant a
security interest in, or encumber any of Borrower's Intellectual Property (as
defined below), provided that the foregoing shall not restrict licenses of
Borrower's Intellectual Property in the ordinary course of business consistent
with past business practices.
As used herein the term "Intellectual Property" means (a) any and all
copyright rights, copyright applications, copyright registrations and like
protections; (b) any trademark and servicemark rights, whether registered or
not, applications to register and registrations of the same and like
protections; (c) all patents, patent applications and like protections; and (d)
all mask work or similar rights available for the protection of semiconductor
chips.
It shall be an event of default under the Loan Documents between Borrower
and Silicon if there is a breach of any term of this Negative Pledge Agreement.
BORROWER:
VITALCOM INC.
By: /s/ FRANK T. SAMPLE
--------------------------
Name: Frank T. Sample
------------------------
Title: CEO
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SILICON:
SILICON VALLEY BANK
By: /s/ GARY REAGAN
--------------------------
Name: Gary Reagan
------------------------
Title: VP
-----------------------