SECOND AMENDMENT
THIS SECOND AMENDMENT (this "Second Amendment") dated as of June 20,
1997 is to the Credit Agreement (the "Credit Agreement") dated as of
September 15, 1995 between TETRA TECH, INC. (the "Company") and BANK OF
AMERICA ILLINOIS (the "Bank"). Unless otherwise defined herein, terms
defined in the Credit Agreement are used herein as defined therein.
WHEREAS, the parties hereto have entered into the Credit Agreement which
provides for the Bank to make Loans to, and to issue Letters of Credit for
the account of, the Company from time to time; and
WHEREAS, the parties hereto desire to amend the Credit Agreement as set
forth below;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
SECTION 1 AMENDMENTS. Effective on (and subject to the occurrence of)
the Second Amendment Effective Date (as defined below), the Credit Agreement
shall be amended as follows:
SECTION 1.1 MARGIN. The definition of "Margin" in Section 1 of the Credit
Agreement is amended in its entirety to read as follows:
MARGIN means (i) if the Total Debt to EBITDA Ratio is greater than
2.00 to 1, 1.25% per annum in the case of Eurodollar Loans and Financial
Standby Letters of Credit and 0.625% per annum in the case of Non-Financial
Standby Letters of Credit, (ii) if the Total Debt to EBITDA Ratio is equal
to or less than 2.00 to 1 but greater than or equal to 1.00 to 1, 1.00% per
annum in the case of Eurodollar Loans and Financial Standby Letters of
Credit and 0.50% per annum in the case of Non-Financial Standby Letters of
Credit, and (iii) if the Total Debt to EBITDA Ratio is less than 1.00 to 1,
0.75% per annum in the case of Eurodollar Loans and Financial Standby
Letters of Credit and 0.375% per annum in the case of Non-Financial Standby
Letters of Credit. The Margin shall be deemed to be determined pursuant to
CLAUSE (III) above until the first date following the effective date of the
Second Amendment dated as of June 20, 1997 to this Agreement by which a
compliance certificate is required to be delivered by the Company pursuant
to SECTION 10.1.4. If any compliance certificate required to be delivered
by
the Company pursuant to SECTION 10.1.4 shall give rise to any adjustment
in the Margin pursuant to the foregoing sentence, such adjustment shall be
effective for all Loans (including any then-outstanding Loans) on the date
which is 45 days (90 days in the case of any certificate delivered in
connection with the annual audit report of the Company) after the date as
of which such certificate is prepared; PROVIDED that if any such
certificate (together with the related financial statements) is not
delivered on or before the date due pursuant to SECTION 10.1.4, then the
Margin shall be 1.25% per annum in the case of Eurodollar Loans and
Financial Standby Letters of Credit and 0.625% per annum in the case of
Non-Financial Standby Letters of Credit from such due date until such
certificate is delivered.
SECTION 1.2 REVOLVING TERMINATION DATE. The definition of "Revolving
Termination Date" in Section 1 of the Credit Agreement is amended by deleting
the date "September 15, 1998" therein and substituting therefor the date "May
30, 2000".
SECTION 1.3 SECTION 2.1. Section 2.1 of the Credit Agreement is amended
in its entirety to read as follows:
2.1 COMMITMENT OF THE BANK. On and subject to the terms and
conditions of this Agreement, the Bank agrees (a) to make loans to the
Company on a revolving basis ("LOANS") from time to time before the
Revolving Termination Date in such amounts as the Company may from time to
time request and (b) to issue standby letters of credit containing such
terms and conditions as shall be permitted pursuant to this Agreement and
satisfactory to the Bank (collectively the "LETTERS OF CREDIT" and each
individually a "LETTER OF CREDIT") for the account of the Company from time
to time before the Revolving Termination Date in such amounts as the
Company may from time to time request; PROVIDED, that (x) the sum of (i)
the aggregate outstanding principal amount of all Loans PLUS (ii) the
aggregate Stated Amount of all Letters of Credit shall not at any time
exceed $25,000,000 (less any reductions to the Commitment made pursuant to
SECTION 6.1) and (y) the aggregate Stated Amount of all Letters of Credit
shall not at any one time exceed $10,000,000.
SECTION 1.4 SECTION 2.5. Section 2.5 of the Credit Agreement is amended
by deleting the language "shall not be greater than one year and" in line 8
thereof.
SECTION 1.5 SECTION 5.1. Section 5.1 of the Credit Agreement is amended
by deleting the percentage "0.375%" therein and substituting therefor the
percentage "0.25%".
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SECTION 1.6 SECTION 5.2. Section 5.2 of the Credit Agreement is amended
in its entirety to read as follows:
5.2 LETTER OF CREDIT FEES. The Company agrees to pay the Bank a
letter of credit fee for each Letter of Credit in an amount equal to (x)
the Margin multiplied by (y) the Stated Amount of such Letter of Credit,
payable in arrears on the last day of each calendar quarter and on the
Revolving Termination Date for the period from and including the date of
the issuance of such Letter of Credit to and including such date or the
date upon which such Letter of Credit expired or was terminated. Such
letter of credit fee shall be computed for the actual number of days
elapsed on the basis of a year consisting of 365 or, if applicable, 366
days. In addition, the Company agrees to pay all other fees of the Bank
(at the standard rates of the Bank in effect from time to time) with
respect to each Letter of Credit (including, without limitation, all fees
associated with any transfer of a Letter of Credit), such fees to be
payable on demand upon invoice by the Bank therefor.
SECTION 1.7 SECTION 6.1.1. Section 6.1.1 of the Credit Agreement is
amended in its entirety to read as follows:
6.1.1 SCHEDULED REDUCTIONS OF COMMITMENT. The amount of the
Commitment shall be permanently reduced on each of the following dates to
the amounts set forth opposite such dates:
Commitment Maximum
Reduction Date Commitment
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May 30, 1998 $ 20,000,000
May 30, 1999 15,000,000.
SECTION 1.8 SECTION 6.1.2. Section 6.1.2 of the Credit Agreement is
amended by deleting the amount "$1,000,000" therein and substituting therefor
the amount "$5,000,000".
SECTION 1.9 SECTION 10.1.3. Section 10.1.3 of the Credit Agreement is
amended in its entirety to read as follows:
10.1.3 [INTENTIONALLY OMITTED].
SECTION 1.10 SECTION 10.6.1. Section 10.6.1 of the Credit Agreement is
amended in its entirety to read as follows:
10.6.1 MINIMUM TANGIBLE NET WORTH. Not at any time permit Tangible
Net Worth to be less than the sum of (i) $38,000,000 PLUS (ii) 50% of
Consolidated Net Income for each Fiscal Quarter ending after June 30, 1997
PLUS (iii)
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100% of all proceeds (net of any underwriting discounts and
brokers' commissions) of any offering or distribution of the Company's
common stock or of any other equity investment in the Company.
SECTION 1.11 SECTION 10.6.5. Section 10.6.5 of the Credit Agreement is
amended in its entirety to read as follows:
10.6.6 FIXED CHARGE COVERAGE. Not permit the ratio, for any
Computation Period, of (i) EBITDA PLUS operating lease expense (whether or
not paid) of the Company and its Subsidiaries for such Computation Period
to (ii) interest expense of the Company and its Subsidiaries PLUS all
payments on Capital Leases and operating leases (without double-counting
with interest expense) by the Company and its Subsidiaries PLUS all
Restricted Payments PLUS all taxes paid by the Company and its Subsidiaries
PLUS Capital Expenditures of the Company and its Subsidiaries, in each case
during such Computation Period, to be less than 1.25 to 1 for any
Computation Period.
SECTION 1.12 SECTION 10.6.6. Section 10.6.6 of the Credit Agreement is
amended in its entirety to read as follows:
10.6.6 [INTENTIONALLY OMITTED].
SECTION 1.13 SECTION 13. Section 13 of the Credit Agreement is amended
by adding a new Section 13.11 following Section 13.10 of the Credit
Agreement which will read as follows:
SECTION 13.11 CONSENT TO JURISDICTION. THE COMPANY IRREVOCABLY
AGREES THAT ALL ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER OR RESPECT
ARISING OUT OF OR FROM OR RELATED TO THIS AGREEMENT OR ANY LOAN DOCUMENT
SHALL BE LITIGATED IN COURTS HAVING SITUS WITHIN THE CITY OF CHICAGO, STATE
OF ILLINOIS. THE COMPANY HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION
OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN SAID CITY AND STATE AND
WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON THE COMPANY, AND AGREES
THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO
THE COMPANY AT THE ADDRESS STATED ON THE SIGNATURE PAGE HEREOF AND SERVICE
SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF.
SECTION 1.14 EXHIBIT A. Exhibit A to the Credit Agreement is hereby
amended in its entirety to read in the form of EXHIBIT A hereto.
SECTION 2 CONSENT. The Bank hereby consents to the acquisition by the
Company of Whalen & Company, Inc. ("W&C") and
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Whalen Service Corps., Inc. ("Whalen Service") through a merger of W&C and
Whalen Service with and into the Company pursuant to the Reorganization
Agreement dated as of ________, 1997 (the "Reorganization Agreement") among
the Company, W&C, Whalen Service and the stockholders named in the
Reorganization Agreement the "Acquisition").
SECTION 3 LETTERS OF CREDIT. Notwithstanding any provision of the Credit
Agreement to the contrary, the Company and the Bank (i) agree that the Bank
may issue Letters of Credit ("Non-Dollar LCs") in currencies other than
Dollars, (ii) confirm that all Non-Dollar LCs previously issued under the
Credit Agreement are deemed properly issued thereunder and (iii) further
agree as follows with respect to such Non-Dollar LCs:
3.1 The Company agrees that its reimbursement obligation under Section 2.6
of the Credit Agreement in respect of any Non-Dollar LC (a) shall be
payable in the currency in which such Non-Dollar LC was issued and (b)
shall bear interest at a rate per annum equal to the sum of Overnight
Rate PLUS the Margin for Eurodollar Loans PLUS 2% for each day from
and including the disbursement date of such Non-Dollar LC to but
excluding the date such obligation is paid in full (it being
understood that any payment received after 12:00 noon, Chicago time,
on any day shall be deemed received on the following Business Day).
3.2 For purposes of determining whether there is availability for the
Company to request, continue or convert any Loan, or request, extend
or increase the face amount of any Letter of Credit, under the Credit
Agreement, the Dollar Equivalent Amount of each Non-Dollar LC shall be
calculated on the date such Loan is to be made, continued or converted
or such Letter of Credit is to be issued, extended or increased.
3.3 For purposes of determining the amount of the unused portion of the
Commitment and letter of credit fees, the Dollar Equivalent Amount of
any Non-Dollar LC shall be determined on each of (i) the date of an
issuance, extension or change in the face amount of such Non-Dollar
LC, (ii) the date of any payment by the Bank in respect of a drawing
under such Non-Dollar LC, (iii) the last day of each calendar month
and (iv) each day on which the Commitment is reduced.
3.4 If, on the last day of any calendar month or any day on which the
Commitment is reduced, the sum of the principal amount of all Loans
plus the Stated Amount of all Letters of Credit (valuing the Stated
Amount of any
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Non-Dollar LC at the Dollar Equivalent Amount thereof as
of such day) would exceed the Commitment, then the Company will
immediately eliminate such excess by prepaying Loans and/or causing
one or more Letters of Credit to be reduced or terminated.
3.5 If, for the purposes of obtaining judgment in any court, it is
necessary to convert a sum due in respect of any Non-Dollar LC in one
currency into another currency, the rate of exchange used shall be
that at which in accordance with normal banking procedures the Bank
could purchase the first currency with such other currency on the
Business Day preceding that on which final judgment is given. The
obligation of the Company in respect of any such sum due from it to
the Bank hereunder shall, notwithstanding any judgment in a currency
(the "Judgment Currency") other than that in which such sum is
denominated in accordance with the applicable provisions of the
applicable Non-Dollar LC and this letter amendment (the "Agreement
Currency"), be discharged only to the extent that on the Business Day
following receipt by the Bank of any sum adjudged to be so due in the
Judgment Currency, the Bank may in accordance with normal banking
procedures purchase the Agreement Currency with the Judgment Currency.
If the amount of the Agreement Currency so purchased is less than the
sum originally due to the Bank in the Agreement Currency, the Company
agrees, as a separate obligation and notwithstanding any such
judgment, to indemnify the Bank against such loss. If the amount of
the Agreement Currency so purchased is greater than the sum originally
due to the Bank in such currency, the Bank agrees to return the amount
of any excess to the Company (or to any other Person who may be
entitled thereto under applicable law).
3.6 For purposes of the foregoing provisions of this SECTION 3, the
following terms have the following meanings:
DOLLAR EQUIVALENT AMOUNT means, at any time for any currency, the
equivalent amount in Dollars as determined by the Bank at such time on
the basis of the Spot Rate for the purchase of Dollars with such
currency.
OVERNIGHT RATE means, for any day, the rate of interest per annum
at which overnight deposits in the applicable currency, in an amount
approximately equal to the amount with respect to which such rate is
being determined, would be offered for such day by the London
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Branch of Bank of America National Trust and Savings Association
("BofA") to major banks in the London or other applicable offshore
interbank market. The Overnight Rate for any day which is not a
Business Day (or on which dealings are not carried on in the
applicable offshore interbank market) shall be the Overnight Rate
for the preceding Business Day.
SPOT RATE means, for any currency, the rate quoted by BofA (as
defined in the preceding definition) for the purchase by BofA of such
currency with another currency through its FX Trading Office at
approximately 8:00 a.m., San Francisco time, on the date two Business
Days prior to the date as of which the applicable foreign exchange
computation is to be made.
SECTION 4 COLLATERAL DOCUMENTS. The Company and the Bank hereby agree
that, concurrently with the transfer of any assets to the New Obligor (as
defined below), the Company will deliver the following documents to the Bank
(it being understood that the failure to deliver any such documents shall
constitute an Event of Default under the Credit Agreement:
(a) RESOLUTIONS OF NEW OBLIGOR. Certified copies of resolutions of the
Board of Directors of the New Obligor authorizing the execution and delivery
of the Security Agreement, the Security Agreement Amendment and the Guaranty
and the performance of its obligations under each of the Amended Security
Agreement and the Guaranty.
(b) INCUMBENCY AND SIGNATURE CERTIFICATES OF NEW OBLIGOR. A certificate
of the Secretary or the Assistant Secretary of the New Obligor certifying the
names and true signatures of the officers of the New Obligor authorized to
execute, deliver and perform, as applicable, the Guaranty, the Security
Agreement and all other documents to be executed in connection therewith.
(c) GUARANTY. A counterpart of the Guaranty duly executed by the New
Obligor.
(d) SECURITY AGREEMENT. A counterpart of the Security Agreement duly
executed by the New Obligor, together with such UCC financing statements as
the Bank may request in order to perfect the security interest of the Bank in
the collateral granted under the Security Agreement.
(e) SECURITY AGREEMENT AMENDMENT. A counterpart of the Security
Agreement Amendment duly executed by the Company and its Subsidiaries
(including the New Obligor).
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(f) PLEDGE AGREEMENT AMENDMENT. A counterpart of the Pledge Agreement
Amendment duly executed by the Company, together with the share certificates
of the New Obligor and stock powers executed in blank with respect thereto.
(g) OPINION. The opinion of Riordan & McKinzie, counsel to the Company
and its Subsidiaries, in form and substance satisfactory to the Bank.
SECTION 5 REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to the Bank that each warranty set forth in Section 9 of the Credit
Agreement is true and correct as if made on the date hereof, (b) the
execution and delivery by the Company of this Second Amendment, the New Note
(as defined below) and the letter agreement (the "Pledge Agreement
Amendment") dated as of June 20, 1997 amending the Pledge Agreement, the
execution and delivery by Whalen & Company, Inc. (the "New Obligor") of the
Security Agreement and the Guaranty, the execution and delivery by the
Company and its Subsidiaries (including the New Obligor) of the letter
agreement (the "Security Agreement Amendment") dated as of June 20, 1997
amending the Security Agreement, the performance by the Company of its
obligations under the Credit Agreement as amended hereby (as so amended, the
"Amended Credit Agreement"), the New Note and the Pledge Agreement as amended
by the Pledge Agreement Amendment (as so amended, the "Amended Pledge
Agreement"), the performance by the New Obligor of its obligations under the
Guaranty and the Security Agreement and the performance by the Company and
its Subsidiaries (including the New Obligor) of their respective obligations
under the Security Agreement as amended by the Security Agreement Amendment
(as so amended, the "Amended Security Agreement") (i) are (or with respect to
those documents to be executed and delivered as of June 20, 1997, upon the
execution and delivery thereof will be) within the corporate powers of the
Company and each Subsidiary (including the New Obligor), (ii) have been (or
with respect to those documents to be executed and delivered as of June 20,
1997, upon the execution and delivery thereof will be) duly authorized by all
necessary corporate action, (iii) have received (or with respect to those
documents to be executed and delivered as of June 20, 1997, upon the execution
and delivery will have received) all necessary governmental approval and (iv)
do not and will not contravene or conflict with any provision of law or of
the charter or by-laws of the Company or any Subsidiary (including the New
Obligor) or of any indenture, loan agreement or other material contract,
order or decree which is binding upon the Company or any Subsidiary
(including the New Obligor), (c) this Second Amendment, the Amended Credit
Agreement, the New Note, the Pledge Agreement Amendment, the Amended Pledge
Agreement, the Security Agreement Amendment, the Amended Security Agreement
and the Guaranty is (or with respect to those documents to be executed and
delivered as of June 20, 1997, upon the execution and
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delivery thereof will be) the legal, valid and binding obligation of the
Company or such Subsidiary (including the New Obligor) which is party
thereto, as applicable, enforceable against the Company or such Subsidiary
(including the New Obligor) in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency or other similar laws
of general application affecting the enforcement of creditor's rights or by
general principles of equity limiting the availability of equitable remedies,
(d) the Acquisition will comply in all material respects with all applicable
legal requirements, and all necessary governmental, regulatory, shareholder
and other consents and approvals required for the consummation of the
Acquisition will be, prior to the consummation thereof, duly obtained and in
full force and effect, (e) the execution and delivery of the Reorganization
Agreement, and the consummation of the transactions contemplated thereby will
not violate any requirement of law, and (f) all of the representations and
warranties of the Company and, to the best of the Company's knowledge, W&C
and Whalen Service contained in the Reorganization Agreement are true and
correct in all material respects as of the date such representations and
warranties were made and as of the date of the consummation of any
transaction under the Reorganization Agreement.
SECTION 6 EFFECTIVENESS. The amendments set forth in SECTION 1, and
the consent set forth in SECTION 2, shall become effective, as of the day and
year first above written, on such date (the "Second Amendment Effective
Date") that the Bank shall have received (i) an amendment fee of $25,500,
(ii) counterparts of this Second Amendment executed by the parties hereto and
(iii) each of the following documents in form and substance satisfactory to
the Bank:
(a) RESOLUTIONS OF COMPANY. Certified copies of resolutions of the Board
of Directors of the Company authorizing the execution and delivery of this
Second Amendment, the New Note, the Pledge Agreement Amendment, and the
Security Agreement Amendment and the performance of its obligations under
each of the Amended Credit Agreement, the New Note, the Amended Pledge
Agreement and the Amended Security Agreement.
(b) INCUMBENCY AND SIGNATURE CERTIFICATE OF COMPANY. A certificate of
the Secretary or the Assistant Secretary of the Company certifying the names
and true signatures of the officers of the Company authorized to execute,
deliver and perform, as applicable, this Second Amendment and all other
documents to be executed in connection therewith.
(c) NEW NOTE. The promissory note of the Company (herein called the "New
Note"), substantially in the form of Exhibit A to
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to the Credit Agreement, payable to the order of the Bank in the aggregate
principal amount of $25,000,000.
(d) ACQUISITION. Evidence, satisfactory to the Bank, that the
Acquisition has occurred or will occur concurrently with the effectiveness of
this Second Amendment.
(e) OPINION. The opinion of Riordan & McKinzie, counsel to the Company
and its Subsidiaries, in the form of ATTACHMENT I.
SECTION 7 MISCELLANEOUS.
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SECTION 7.1 CONTINUING EFFECTIVENESS, ETC. As herein amended, the
Credit Agreement shall remain in full force and effect and is hereby ratified
and confirmed in all respects.
SECTION 7.2 COUNTERPARTS. This Second Amendment may be executed in any
number of counterparts and by the different parties on separate counterparts,
and each such counterpart shall be deemed to be an original but all such
counterparts shall together constitute one and the same Second Amendment.
SECTION 7.3 GOVERNING LAW. This Second Amendment shall be a contract
made under and governed by the internal laws of the State of Illinois.
SECTION 7.4 SUCCESSORS AND ASSIGNS. This Second Amendment shall be
binding upon the Company and the Bank and their respective successors and
assigns, and shall inure to the benefit of the Company and the Bank and the
successors and assigns of the Bank.
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Delivered at Chicago, Illinois, as of the day and year first above
written.
TETRA TECH, INC.
By_________________________________
Title____________________________
BANK OF AMERICA ILLINOIS
By_________________________________
Title____________________________
Each of the undersigned hereby acknowledges and agrees to the foregoing
Second Amendment and the Amended Credit Agreement and hereby confirms the
continuing effectiveness of the Guaranty and the Security Agreement with
respect to the Amended Credit Agreement.
HSI GEOTRANS, INC.
By:___________________________
Title:________________________
SIMONS, LI & ASSOCIATES, INC.
By:___________________________
Title:________________________
TETRA TECH EM, INC.
By:___________________________
Title:________________________
EXHIBIT A
FORM OF
NOTE
$25,000,000 June 20, 1997
Chicago, Illinois
The undersigned, for value received, promises to pay to the order of BANK
OF AMERICA ILLINOIS, an Illinois banking corporation having its principal
office at 231 South LaSalle Street, Chicago, Illinois (the "Bank") at the
principal office of the Bank in Chicago, Illinois, TWENTY-FIVE MILLION
DOLLARS or, if less, the aggregate unpaid amount of all Loans made by the
undersigned pursuant to the Credit Agreement referred to below (as shown on
the schedule attached hereto (and any continuation thereof) or in the records
of the Bank), such principal amount to be payable in installments as set
forth in the Credit Agreement.
The undersigned further promises to pay interest on the unpaid principal
amount of each Loan from the date of such Loan until such Loan is paid in
full, payable at the rate(s) and at the time(s) set forth in the Credit
Agreement. Payments of both principal and interest are to be made in lawful
money of the United States of America.
This Note evidences indebtedness incurred under, and is subject to the
terms and provisions of, the Credit Agreement, dated as of September 15, 1995
(herein, as amended or otherwise modified from time to time, called the "Credit
Agreement"; terms not otherwise defined herein are used herein as defined in the
Credit Agreement), between the undersigned and the Bank, to which Credit
Agreement reference is hereby made for a statement of the terms and provisions
under which this Note may or must be paid prior to its due date or its due date
accelerated.
In addition to and not in limitation of the foregoing and the provisions of
the Credit Agreement, the undersigned further agrees, subject only to any
limitation imposed by applicable law, to pay all expenses, including reasonable
attorneys' fees and legal expenses, incurred by the holder of this Note in
endeavoring to collect any amounts payable hereunder which are not paid when
due, whether by acceleration or otherwise.
This Note is made under and governed by the internal laws of the State of
Illinois.
TETRA TECH, INC.
By:__________________________
Title:____________________
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Schedule Attached to Note dated June 20, 1997 of TETRA TECH, INC. payable to
the order of BANK OF AMERICA ILLINOIS.
Date and Date and
Amount of Amount of
Loan or of Repayment or of Interest
Conversion from Conversion into Period/ Unpaid
another type of another type of Maturity Principal Notation
Loan Loan Date Balance Made by
1. FLOATING RATE LOANS
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
2. EURODOLLAR LOANS
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
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