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EXHIBIT 10.(l)
RECIPROCAL LOAN AGREEMENT
This RECIPROCAL LOAN AGREEMENT (this "Agreement"), dated as of June 21,
2001, between Aetna Life Insurance and Annuity Company, a Connecticut life
insurance company ("ALIAC" or "Company"), located at 151 Farmington Avenue,
Hartford, Connecticut 06156 and ING America Insurance Holdings, Inc., a Delaware
corporation ("INGAIH" or "Company"), located at 1105 North Market Street,
Wilmington, Delaware 19809 (collectively referred to as the "Companies").
WHEREAS, each of the Companies may have, from time to time, a need to
borrow funds on a revolving basis; and
WHEREAS, each of the Companies may have , from time to time, excess cash
available to lend to the other on a revolving basis; and
WHEREAS, the Companies are affiliated entities and as such are willing to
extend financing to, and borrow from each other as provided herein; and
WHEREAS, of the Companies desires to enter into this Agreement providing
for, among other things, the making of such Loans by and among each other;
NOW, THEREFORE, for and in consideration of the foregoing and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Companies agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.1 DEFINED TERMS. For purposes of this Agreement:
"Agreement" shall have the meaning set forth in the preamble hereto.
"ALIAC" shall have the meaning set forth in the preamble hereto.
"Authorized Person" shall mean the CFO, Treasurer, Treasury Officer, or
Treasury Manager of the Borrowing Company, or a person so designated.
"Borrowing Company" shall mean each of the Companies to which a Loan is
outstanding or is to be made pursuant to a Request for Borrowing.
"Business Day" shall mean a day on which U.S. financial markets are open
for the transaction of business required for this Agreement,
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"Companies" shall have the meaning set forth in the preamble hereto.
"Company" shall have the meaning set forth in the preamble hereto.
"Default" shall mean any of the events specified in Section 6.1, regardless
of whether there shall have occurred any passage of time or giving of notice, or
both, that would be necessary in order to constitute such an Event of Default.
"Event of Default" shall mean any of the events specified in Section 6.1.
"INGAIH" shall have the meaning set forth in the preamble hereto.
"Interest Period" shall mean the number of days or months that a particular
interest rate applies to a particular Loan advanced hereunder.
"Lending Company" shall mean each of the Companies that has made, or is
obligated to make, in accordance with a Request for Borrowing one or more Loans
hereunder.
"Loans" shall mean the amounts advanced by a Lending Company to a Borrowing
Company under this Agreement.
"Notice of Borrowing" shall have the meaning set forth in Section 2.2(b) of
this Agreement.
"Obligations" shall mean all payment and performance obligations of every
kind, nature and description of each Borrowing Company to the Lending Company,
or either of them, under this Agreement (including any interest, fees and other
charges on the Loans or otherwise), whether such obligations are direct or
indirect, absolute or contingent, due or not due, contractual or tortuous,
liquidated or unliquidated, arising by operation of law or otherwise, now
existing or hereafter arising.
"Regional Treasury Office" ("RTO") shall mean the Treasurer's office of ING
North America Insurance Corporation.
"Request for Borrowing" shall have the meaning set forth in Section 2.2(a)
of this Agreement.
"Revolving Loan Commitment" shall mean the maximum outstanding amount to be
funded by the Lending Company to the Borrowing Company. The aggregate sum which
the Lending Company may loan to the Borrowing Company under this Agreement shall
not exceed three percent of ALIAC's admitted assets as of the thirty-first day
of December next preceding.
"Termination Date" shall mean April 1, 2011, or such earlier date as
payment of the Obligations shall be due (whether by acceleration or otherwise).
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SECTION 1.2 TERMINOLOGY. Each definition of a document in this Article 1
shall include such document as amended, modified, or supplemented from time to
time, and, except where the context otherwise requires, definitions imparting
the singular shall include the plural and vice versa. Except where specifically
restricted, reference to a party shall include that party and its successors and
assigns. All personal pronouns used in this Agreement, whether used in the
masculine, feminine, or neuter gender, shall include all other genders. Titles
of articles and sections in this Agreement are for convenience only, and neither
limit nor amplify the provisions of this Agreement, and for all references in
this Agreement to articles, sections, subsections, paragraphs, clauses,
subclauses or exhibits shall refer to the corresponding article, section,
subsection, paragraph, clause, subclause of, or exhibit attached to, this
Agreement, unless otherwise provided.
SECTION 1.3 ACCOUNTING TERMS. Except as otherwise expressly provided
herein, all accounting terms used herein shall be interpreted in accordance with
customary insurance accounting practices consistently applied.
ARTICLE 2
TERMS OF THE LOANS
SECTION 2.1 REVOLVING CREDIT.
(a) Subject to and upon the terms and conditions set forth in this
Agreement, each Lending Company agrees to advance to the Borrowing Company, from
time to time prior to the Termination Date Loans. Loans advanced under the
Revolving Loan Commitment shall be repaid in accordance with Section 2.4 and may
be reborrowed from time to time on a revolving basis.
(b) Each Borrowing Company's obligation to pay to the Lending Company the
principal of and interest on the Loans shall be evidenced by the records of the
RTO in lieu of a promissory note or notes.
SECTION 2.2 NOTICE AND MANNER OF BORROWING.
(a) Whenever the Borrowing Company desires to borrow money hereunder, it
shall give the RTO prior written or facsimile request (or verbal request
promptly confirmed in writing or by facsimile) of such borrowing or reborrowing
(a "Request for Borrowing"). Such Request for Borrowing shall be given by an
Authorized Person to the RTO prior to 10:00 a.m. (Wilmington, Delaware time).
Any Request for Borrowing received after 10:00 a.m. shall be deemed received on
the next Business Day.
(b) The RTO, upon its receipt of a Request for Borrowing, shall determine
if the request funds are available and the interest rates in accordance with
Section 2.3(a) of this Agreement
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(and related Interest Periods, if any) at which time the Borrowing Company can
borrow money in a principal amount equal to, and on the date of, the proposed
borrowing or reborrowing described in each such Request for Borrowing, and shall
notify the Lending Company of such interest rates and the related Interest
Periods, if any, and the principal amount of the proposed borrowing or
reborrowing (a "Notice of Borrowing") by telephone (confirmed in writing) or by
facsimile no later than 12:00 p.m. (Wilmington, Delaware time) on the Business
Day of the requested borrowing or reborrowing. The RTO shall promptly convey to
the Borrowing Company the information contained in the Notice of Borrowing by
telephone (confirmed in writing) or by facsimile.
(c) One the date of each borrowing, the Lending Company will make
available the amount of such borrowing or reborrowing in immediately available
funds to the Borrowing Company by depositing such amount in the account of the
Borrowing Company by wire transfer via electronic funds transfer (EFT).
(d) The RTO shall maintain on its books a control account for each Company
in which shall be recorded (i) the amount of each Loan made hereunder to each
such Company, (ii) the interest rate applicable with respect to each Loan, (iii)
the amount of any principal, interest or fees due or to become due from each
Borrowing Company with respect to the Loans, and (iv) the amount of any sum
received by each Lending Company hereunder in respect of any such principal,
interest or fees due on such Loans. The entries made in the RTO's control
accounts shall be prima facie evidence, in the absence of manifest error, of the
existence and amounts of Obligations therein recorded and any payments thereon.
(e) The RTO shall account to each Company on a quarterly basis with a
statement of borrowings, interest rates, charges and payments made pursuant to
this Agreement with respect to the Loans and Revolving Loan Commitment. An
Authorized Person of the Companies shall review each quarterly accounting for
accuracy within thirty days of receipt thereof from the RTO. Each such account
rendered by the RTO shall be deemed final, binding and conclusive unless the RTO
is notified by the Lending Company or the Borrowing Company within thirty days
after the date the account is so rendered that either the Lending Company or the
Borrowing Company disputes any item thereof.
SECTION 2.3 INTEREST
(a) The Borrowing Company agrees to pay interest in respect of all unpaid
principal amounts of the Loans from the respective dates such principal amounts
were advanced until the respective dates such principal amounts are repaid at a
rate per annum as determined by the RTO and agreed upon by the Companies
pursuant to Section 2.2(b) of this Agreement. ALIAC shall pay interest on each
Loan at a per annum rate which is based on the cost of funds of INGAIH for the
interest period for such Loans plus .15%. INGAIH shall pay interest on each Loan
at a per annum rate which is based on the prevailing interest rate of U.S.
commercial paper available for purchase with a similar duration. The interest
rate shall be determined by the RTO in accordance with its usual practices.
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(b) Overdue principal and, to the extent not prohibited by applicable law,
overdue interest in respect of any of the Loans and all other overdue amounts
owing hereunder shall bear interest from each date that such amounts are overdue
at the rate otherwise applicable to such underlying Loans plus an additional 2%
per annum. Interest on each Loan shall accrue from and including the date of
such Loan to, but excluding, the date of any repayment thereof: PROVIDED,
HOWEVER, that if a Loan is repaid on the same day it is made, one day's interest
shall be paid on such Loan. Interest shall be computed on the basis of a year of
360 days for the actual number of days elapsed.
(c) The Companies hereby agree that the only charges imposed or to be
imposed by the Lending Company hereunder for the use of money in connection with
the Loans is and will be the interest required to be paid under the provisions
of Section 2.2(b). In no event shall the amount of interest due and payable
under this Agreement or any other documents executed in connection herewith
exceed the maximum rate of interest allowed by applicable law and, in the event
any such payment is made by the Borrowing Company or received by the Lending
Company, such excess sum shall be credited as a payment of principal. It is the
express intent thereof that the Borrowing Company not pay and the Lending
Company not receive, directly or indirectly in any manner, interest in excess of
that which may be lawfully paid under applicable law.
SECTION 2.4 REPAYMENT OF PRINCIPAL AND INTEREST.
(a) The entire outstanding principal balance of the Loans shall be due and
payable by no later than 5:00 p.m. (Eastern time) on the Business Day on which
the Loan is due, together with all remaining accrued and unpaid interest
thereon, unless an extension of no more than three additional days is authorized
by the Lending Company. The maximum term of any Loan shall be 270 days.
(b) Any of the Loans may be prepaid in whole or in part at any time
without premium or penalty. Any such prepayment made on any Loan shall be
applied, first, to interest accrued thereon through the date thereof and then to
the principal balance thereof.
(c) Each payment and prepayment of principal of any Loan and each payment
of interest on any Loan shall be made to the Lending Company and applied to the
outstanding Loan balances in the following order: first, toward any Loan or
Loans then due and payable; and, second, towards the Loan or Loans which are
next due and payable at the time of such prepayment.
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ARTICLE 3
REPRESENTATIONS AND WARRANTIES
SECTION 3.1 REPRESENTATIONS AND WARRANTIES. In order to induce the Lending
Company to enter into this Agreement, the Borrowing Company hereby represents
and warrants as set forth below:
(a) ORGANIZATION; POWER; QUALIFICATION. The Borrowing Company is a
corporation duly organized, validly existing and in good standing under the laws
of the state of its incorporation, has the power and authority to own or lease
and operate its properties and to carry on its business as now being conducted,
and is duly qualified and in good standing as a foreign corporation, and
authorized to do business, in each jurisdiction in which the character of its
properties or the nature of its business require such qualification or
authorization.
(b) AUTHORIZATION; ENFORCEABILITY. The Borrowing Company has the power and
has taken all necessary action to authorize it to execute, deliver and perform
this Agreement in accordance with the terms hereof and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by the Borrowing Company and is a legal, valid and binding obligation
of the Borrowing Company, enforceable in accordance with its respective terms,
(i) subject to limitations proposed by general principles of equity and (ii)
subject to applicable bankruptcy, reorganization, insolvency and other similar
laws affecting creditor's rights generally and to moratorium laws from time to
time in effect.
(c) COMPLIANCE WITH LAW; ABSENCE OF DEFAULT. The Borrowing Company is in
compliance with all applicable laws the failure to comply with which has or
could reasonably be expected to have a materially adverse effect on the
business, assets, liabilities, financial condition or results of operations of
the Borrowing Company, and no event has occurred or has failed to occur which
has not been remedied or waived, the occurrence or non-occurrence of which
constitutes a Default.
SECTION 3.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made under this Agreement shall be deemed to be made, and shall
be true and correct, as of the date hereof and as of the date of each Loan.
ARTICLE 4
AFFIRMATIVE COVENANTS
So long as this Agreement is in effect:
SECTION 4.1 PRESERVATION OF EXISTENCE. The Borrowing Company will (a)
preserve and maintain its existence, rights, franchises, licenses and privileges
in its jurisdiction of incorporation and (b) qualify and remain qualified and
authorized to do business in each
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jurisdiction in which the character of its properties or the nature of its
business requires such qualification or authorization.
SECTION 4.2 COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. The Borrowing
Company will comply with the requirements of all applicable laws and regulations
the failure with which to comply could have a materially adverse effect on the
business, assets, liabilities, financial condition or results of operations of
the Borrowing Company.
SECTION 4.3 VISITS AND INSPECTIONS.
(a) Upon reasonable advance notice from the Lending Company, the Borrowing
Company will permit representatives of the Lending Company to (a) visit and
inspect the properties of the Borrowing Company during normal business hours,
(b) inspect and make extracts from and copies of its books and records, and (c)
discuss with its principal officers its businesses, assets, liabilities,
financial positions and results of operations.
(b) Each Company agrees that upon reasonable advance notice from an
auditor of either Company or any regulatory official employed by the Department
of Insurance of any state in which either Company is engaged in business, each
Company will prepare and deliver to such auditor or regulatory official, within
a reasonable time following such request, a written notification of all Loans
made to and by the relevant Company. Upon reasonable advance notice to each
Company, the books and records of the RTO and each Company relating to the
subject matter of this Agreement shall be available for inspection by any
auditor of either Company or any regulatory official during normal business
hours, and the RTO and each Company will cooperate with said auditor or
regulatory official in making any audit which requires inspection of said books
and records.
ARTICLE 5
NEGATIVE COMMENTS
So long as this Agreement is in effect:
SECTION 5.1 LIQUIDATION; MERGER; SALE OF ASSETS; CHANGE OF BUSINESS. The
Borrowing Company shall not at any time, without proper notice to the Lending
Company:
(a) Liquidate or dissolve itself (or suffer any liquidation or
dissolution) or otherwise wind up;
(b) Merge or consolidate with any other person or entity;
(c) Sell, lease, abandon or otherwise dispose of or transfer all or
substantially all of its assets other than in the ordinary course of business;
or
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(d) Make any substantial change in the type of business conducted by the
Borrowing Company as of the date hereof without the prior written consent of the
Lending Company if such action would have a material adverse effect of the
business, assets, liabilities, financial condition or results of operations of
the Borrowing Company.
Any corporation into which either Company may be merged, converted or with
which either Company may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which either Company shall be a party,
shall succeed to all either Company's rights, obligations and immunities
hereunder without the execution or filing of any paper or any further act on the
part of the parties hereto, anything herein to the contrary notwithstanding.
ARTICLE 6
DEFAULT
SECTION 6.1 EVENTS OF DEFAULT. Each of the following shall constitute an
Event of Default:
(a) Any representation or warranty made by the Borrowing Company under
this Agreement shall prove incorrect or misleading in any material respect when
made;
(b) The Borrowing Company shall default in the payment of (i) any interest
payable under this Agreement within five days of when due, or (ii) any principal
payable under this Agreement within three days of when due;
(c) The Borrowing Company shall default in the performance or observance
of any agreement or covenant contained in this Agreement, and such Default shall
not be cured within a period of thirty days from the occurrence of such Default;
(d) The Borrowing Company shall default under any other agreement or
instrument evidencing or relating to any indebtedness which Default shall not
have been cured within any applicable grace period set forth therein;
(e) There shall be entered a decree or order by a court having
jurisdiction in the premises constituting an order for relief in respect of the
Borrowing Company under Title 11 of the United States Code, as now constituted
or hereafter amended, or any other applicable federal or state bankruptcy law or
similar law, or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator, or similar official of the Borrowing Company or of any substantial
part of its properties, or ordering the winding-up or liquidation of the affairs
of the Borrowing Company and any such decree or order shall continue in effect
for a period of sixty consecutive days;
(f) The Borrowing Company shall file a petition, answer or consent seeking
relief under Title 11 of the United States Code, as now constituted or hereafter
amended, or any other applicable federal or state bankruptcy law or other
similar law, or the Borrowing Company shall
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consent to the institution of proceedings thereunder or to the filing of any
such petition or to the appointment or taking of possession of a receiver,
liquidator, assignee, trustee, custodian, sequestrator, or other similar
official of the Borrowing Company or of any substantial part of its properties,
or the Borrowing Company shall fail generally to pay its debts as such debts
become due, or the Borrowing Company shall take any corporate action in
furtherance of any such action; or
(g) This Agreement or any provision hereof shall at any time and for any
reason be declared by a court of competent jurisdiction to be null and void, or
a proceeding shall be commenced by the Borrowing Company or any other person or
entity seeking to establish the invalidity or unenforceability thereof, or the
Borrowing Company shall deny that it has any liability or any obligation for the
payment of principal or interest purported to be created under this Agreement.
SECTION 6.2 REMEDIES. If an Event of Default shall have occurred and shall
be continuing,
(a) The obligation of the Lending Company to make Loans hereunder shall
immediately cease;
(b) With the exception of an Event of Default specified in Section 6.1(e)
or (f), the Lending Company, shall declare the principal of and interest on the
Loans and all other amounts owed under this Agreement to be forthwith due and
payable, whereupon all such amounts shall immediately become absolute and due
and payable, without presentment, demand, protest, or notice of any kind, all of
which are hereby expressly waived, anything in this Agreement to the contrary
notwithstanding, and whereupon all such amounts shall be immediately due and
payable;
(c) Upon the occurrence and continuance of an Event of Default specified
in Section 6.1(e) or (f), such principal, interest and other amounts shall
thereupon and concurrently therewith become absolute and due and payable, all
without any action by the Lending Company, all of which are hereby expressly
waived, anything in this Agreement to the contrary notwithstanding;
(d) The Lending Company shall have the right and option to exercise all of
the post-default rights granted to them hereunder, and
(e) The Lending Company shall have the right and option to exercise all
rights and remedies available to them at law or in equity.
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ARTICLE 7
MISCELLANEOUS
SECTION 7.1 NOTICES. Expect as otherwise provided herein, all notices and
other communications required or permitted under this Agreement shall be in
writing and, if mailed, shall be deemed to have been received on the earlier of
the date shown on the receipt or three Business Days after the postmarked date
thereof and, if sent by facsimile, shall be followed forthwith by letter and
shall be deemed to have been received on the nest Business Days following
dispatch and acknowledgement of receipt by the recipient's facsimile machine. In
addition, notices hereunder may be delivered by hand or overnight courier, in
which event the notice shall be deemed effective when delivered. All notices and
other communications under this Agreement shall be given to the parties at the
address or facsimile number listed below such party's signature line hereto, or
such other address or facsimile number as may be specified by any party in a
writing addressed to the other parties hereto.
SECTION 7.2 WAIVERS. The rights and remedies of the Lending Company under
this Agreement shall be cumulative and not exclusive of any rights or remedies
which they would otherwise have. No failure or delay by the Lending Company in
exercising any right shall operate as a waiver of it. The Lending Company
expressly reserves the right to require strict compliance with the terms of this
Agreement. In the event the Lending Company decides to fund a request for a Loan
at a time when the Borrowing Company is not in strict compliance with the terms
of this Agreement, such decision by the Lending Company to fund any further
requests for Loans or precluding the Lending Company from exercising any rights
available to it under the Agreement or at law or equity with respect to the
Borrowing Company. Any waiver or indulgence granted by the Lending Company shall
not constitute a modification of this Agreement, except to the extent expressly
provided in such waiver or indulgence, or constitute a course of dealing by the
Lending Company at variance with the terms of this Agreement such as to require
further notice by the Lending Company of its intent to require strict adherence
to the terms of this Agreement in the future. Any such actions shall not in any
way affect the ability of the Lending Company, in their respective sole
discretion, to exercise any of their respective rights under this Agreement or
under any other agreement.
SECTION 7.3 ASSIGNMENT; SUCCESSORS.
(a) The Borrowing Company may not assign or transfer any of its rights or
obligations hereunder without notice to the Lending Company.
(b) The Lending Company may not at any time assign or participate its
interest under this Agreement without notice to the Borrowing Company. Any
holder of a participation in, and any assignee or transferee of, all or any
portion of any amount owed by the Borrowing Company under this Agreement may
exercise any and all rights provided in this Agreement with respect to any and
all amounts owed by the Borrowing Company to such assignee, transferee or holder
as
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fully as if such assignee, transferee or holder had made the Loans in the amount
of the obligation in which it holds a participation or which is assigned or
transferred to it.
(c) This Agreement shall be binding upon, and inure to the benefit of, the
Borrowing Company, the Lending Company, and the permitted successors and assigns
of each party hereto.
SECTION 7.4 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
SECTION 7.5 SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof in that jurisdiction or affecting the validity or enforceability of such
provision in any other jurisdiction.
SECTION 7.6 ENTIRE AGREEMENT; AMENDMENTS. This Agreement represents the
entire agreement among the parties hereto with respect to the subject matter of
this transaction. No amendment or modification of the terms and provisions of
this Agreement shall be effective unless in writing and signed by both
Companies.
SECTION 7.7 PAYMENT ON NON-BUSINESS DAYS. Whenever any payment to be made
hereunder shall be stated to be due on a non-Business Day, such payment may be
made on the next succeeding Business Day, and such extension of time shall in
such case be included in the computation of payment of interest hereunder.
SECTION 7.8 TERMINATION. This Agreement may be terminated with respect to
any party hereto by such party upon its giving the other parties thirty days
notice of its intent to terminate. In the event of termination as provided in
this paragraph, the Lending Company's obligation to make Loans to the Borrowing
Company shall cease; provided, however, that the Borrowing Company shall
continue to be obligated to make all repayments of Loans and all other amounts
due and payable by it as provided under this Agreement.
SECTION 7.9 GOVERNING LAW. This Agreement shall be construed in accordance
with and governed by the laws of Delaware and Connecticut, without regard to the
conflict of laws rules thereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement or caused it
to be executed by their duly authorized officers, all as of the day and year
first above written.
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Renee E. Mckenzie
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Name: Renee E. McKenzie
Title: Assistant Treasurer
Address for notices:
151 Farmington Avenue
Hartford, Connecticut 06156
Phone: (860)
Fax: (860)
ING AMERICA INSURANCE HOLDINGS, INC.
By: /s/ David S. Pendergrass
-------------------------------------------
David S. Pendergrass
Title: Vice President and Treasurer
Address for notices:
1105 N. Market Street
Wilmington, DE 19809
Phone: (770) 980-3300
Fax: (770) 980-3301
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