-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WCy5KJ/kxP8ceVtMafSE0aEAsNOJSCWQmcdK5WJT0f2VLlUII2M/sqcJma5/BIwQ tbMVMg/vXel+QsH9GnLlvA== 0001193125-10-141254.txt : 20100617 0001193125-10-141254.hdr.sgml : 20100617 20100617090134 ACCESSION NUMBER: 0001193125-10-141254 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20100616 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100617 DATE AS OF CHANGE: 20100617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAVVIS, Inc. CENTRAL INDEX KEY: 0001058444 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 431809960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29375 FILM NUMBER: 10902028 BUSINESS ADDRESS: STREET 1: 1 SAVVIS PARKWAY CITY: TOWN & COUNTRY STATE: MO ZIP: 63017 BUSINESS PHONE: 314-628-7000 MAIL ADDRESS: STREET 1: 1 SAVVIS PARKWAY CITY: TOWN & COUNTRY STATE: MO ZIP: 63017 FORMER COMPANY: FORMER CONFORMED NAME: SAVVIS COMMUNICATIONS CORP DATE OF NAME CHANGE: 19991112 FORMER COMPANY: FORMER CONFORMED NAME: SAVVIS HOLDINGS CORP DATE OF NAME CHANGE: 19991020 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2010

 

 

SAVVIS, INC.

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 0-29375

 

Delaware   43-1809960

(State or other jurisdiction

of incorporation)

 

(IRS Employer

Identification No.)

1 SAVVIS Parkway, Town & Country, MO 63017

(Address of principal executive offices, including zip code)

314-628-7000

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.01. Completion of Acquisition or Disposition of Assets

- and -

Item 2.03. Creation of a Direct Financial Obligation

On June 16, 2010, Savvis, Inc. (“Savvis”) completed its previously-reported acquisition of Fusepoint Inc. (“Fusepoint”), an independent provider of outsourced managed IT and infrastructure services to mid-market and larger enterprises in Canada, through the merger of a newly-formed subsidiary of Savvis with and into Fusepoint (the “Merger”). As a result of the Merger, Fusepoint became a wholly-owned subsidiary of Savvis. It has been renamed SAVVIS Canada, Inc. and Fusepoint’s principal operating subsidiary, Fusepoint Managed Services Inc., has been renamed Savvis Communications Canada Inc.

Under the Agreement and Plan of Merger pertaining to the Merger (the “Agreement”), Savvis paid an estimated purchase price of approximately $121 million in cash at the closing (after adjustment for estimated working capital and debt levels), subject to final adjustments to be made in accordance with the terms of the Agreement. At the closing, $12.5 million of the purchase price was placed in escrow for possible application against the working capital adjustment, certain tax liabilities and indemnification claims that may be made in the first year following closing. The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which was filed as Exhibit 2.1 to Savvis’ Current Report on Form 8-K filed on June 1, 2010.

Savvis financed the acquisition from available cash and borrowings under its Amended and Restated Credit Agreement with Wells Fargo Capital Finance, LLC, as a Lender and as Agent for all lenders, utilizing the increased borrowing capacity thereunder pursuant to the previously-reported Amendment No. 7 thereto. As permitted by Amendment No. 7, Savvis elected to increase its borrowing capacity under the Amended and Restated Credit Agreement to $150 million and in that connection entered into an Amendment No. 8 to the Amended and Restated Credit Agreement. The foregoing description of Amendment No. 8 to the Amended and Restated Credit Agreement is qualified in its entirety by reference to Amendment No. 8, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

 

(a) Financial statements of businesses acquired.

The financial statements of Fusepoint required by Item 9.01(a) will be filed by amendment of this Form 8-K within 71 calendar days of the due date for this report as permitted by the relevant instructions to Form 8-K.

 

- 2 -


(b) Pro forma financial information.

The pro forma financial information required by Item 9.01(b) and Article 11 of Regulation S-X will be filed by amendment of this Form 8-K within 71 calendar days of the due date for this report as permitted by the relevant instructions to Form 8-K.

 

(d) Exhibits.

 

  2.1 Agreement and Plan of Merger dated May 28, 2010 by and among Fusepoint Inc., Savvis, Inc., Blue Jay Merger Sub Inc., and M/C Venture Partners V, L.P., as Stockholders’ Representative, previously filed as Exhibit 2.1 to Savvis’ Current Report on Form 8-K filed on June 1, 2010 and incorporated herein by reference

 

10.1 Amendment No. 8 to the Amended and Restated Credit Agreement, filed herewith

 

10.2 Supplement No. 1 to Security Agreement dated June 16, 2010, by and among the grantor parties thereto, and Wells Fargo Capital Finance, LLC, as the administrative agent for the lender parties, filed herewith

 

10.3 Guarantor Joinder Agreement dated June 16, 2010, by and among Blue Jay Merger Sub Inc., the loan parties to the Amended and Restated Credit Agreement, and Wells Fargo Capital Finance, LLC, as the administrative agent for the lender parties, filed herewith

 

99.1 Press Release dated June 16, 2010, filed herewith

 

- 3 -


Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    SAVVIS, INC.
Date: June 17, 2010     By:  

/s/ Eugene V. DeFelice

      Eugene V. DeFelice
     

Senior Vice President, General Counsel

& Secretary

 

- 4 -


Exhibit Index

 

  2.1    Agreement and Plan of Merger dated May 28, 2010 by and among Fusepoint Inc., Savvis, Inc., Blue Jay Merger Sub Inc., and M/C Venture Partners V, L.P., as Stockholders’ Representative, previously filed as Exhibit 2.1 to Savvis’ Current Report on Form 8-K filed on June 1, 2010 and incorporated herein by reference
10.1    Amendment No. 8 to the Amended and Restated Credit Agreement, filed herewith
10.2    Supplement No. 1 to Security Agreement dated June 16, 2010, by and among the grantor parties thereto, and Wells Fargo Capital Finance, LLC, as the administrative agent for the lender parties, filed herewith
10.3    Guarantor Joinder Agreement dated June 16, 2010, by and among Blue Jay Merger Sub Inc., the loan parties to the Amended and Restated Credit Agreement, and Wells Fargo Capital Finance, LLC, as the administrative agent for the lender parties, filed herewith
99.1    Press Release dated June 16, 2010, filed herewith

 

- 5 -

EX-10.1 2 dex101.htm AMENDMENT NO. 8 TO THE AMENDED AND RESTATED CREDIT AGREEMENT Amendment No. 8 to the Amended and Restated Credit Agreement

Exhibit 10.1

AMENDMENT NO. 8 TO AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDMENT NO. 8 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of June 16, 2010 by and among SAVVIS Communications Corporation, a Missouri corporation (“Borrower”), SAVVIS, Inc., a Delaware corporation (“Holdings”), Wells Fargo Capital Finance, LLC, as a Lender and as Agent for all Lenders (“Agent”), Bank of America, N.A., as a Lender, Morgan Stanley Bank, N.A., as a Lender, and the other Lenders party to the Credit Agreement (as hereinafter defined).

W I T N E S S E T H:

WHEREAS, Borrower, Holdings, Agent and Lenders are parties to that certain Amended and Restated Credit Agreement, dated as of December 8, 2008 (as amended, modified and supplemented from time to time, the “Credit Agreement”; capitalized terms not otherwise defined herein have the definitions provided therefor in the Credit Agreement); and

WHEREAS, Borrower has requested (a) the Fusepoint Advance pursuant to the terms of the Credit Agreement and (b) that Agent and Lenders provide for, among other things, an increase in the Maximum Revolver Amount pursuant to Section 2.1(d) of the Credit Agreement and the addition of Bank of America, N.A. and Morgan Stanley Bank, N.A. to the Credit Agreement, in each case as a Lender, and Agent, Lenders, Borrower and Holdings have agreed to amend the Credit Agreement as set forth herein.

NOW THEREFORE, in consideration of the mutual conditions and agreements set forth in the Credit Agreement and this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Amendments. Subject to the satisfaction of the conditions set forth in Section 3 below, and in reliance upon the representations and warranties of Borrower set forth in Section 2 below, the Credit Agreement is amended as follows:

(a) Section 2.1(d) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(d) [Intentionally omitted]

(b) Schedule C-1 of the Credit Agreement is hereby amended and restated in its entirety as set forth on Exhibit A hereto.

(c) Schedule Q-1 of the Credit Agreement is hereby amended to add the information set forth on Exhibit B hereto.

(d) Schedule 1.1 of the Credit Agreement is hereby amended by amending and restating the definitions of each of “Bank Product Provider”, “Fusepoint Advance” and “Maximum Revolver Amount” set forth therein as follows:

Bank Product Provider” means Wells Fargo, Bank of America, N.A., Morgan Stanley Bank, N.A. or any of their respective Affiliates.


Fusepoint Advance” means an Advance of not less than $75,000,000 subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.6.

Maximum Revolver Amount” means $150,000,000, as the same may be decreased by the amount of reductions in the Revolver Commitments made in accordance with Section 2.4(c) of the Agreement.

(e) Schedule 1.1 of the Credit Agreement is hereby amended by adding the following new definition thereto in appropriate alphabetical order as follows:

Eighth Amendment Effective Date” means June 16, 2010.

2. Representations and Warranties. Borrower hereby represents and warrants to Agent and Lenders that:

(a) The execution, delivery and performance of this Amendment, the Consent and Reaffirmation attached hereto and all other documents, agreements and instruments executed and delivered in connection herewith have been duly authorized by all requisite corporate or limited liability company action on the part of each Loan Party, as applicable;

(b) No Default or Event of Default has occurred and is continuing; and

(c) The representations and warranties set forth in the Credit Agreement, and in the other Loan Documents, as amended to date, are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of the date hereof, with the same effect as though made on the date hereof (except to the extent such representations and warranties expressly refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date).

3. Conditions to Effectiveness. The effectiveness of this Amendment is subject to the following conditions precedent (unless specifically waived in writing by Agent), each to be in form and substance satisfactory to Agent:

(a) Agent shall have received a fully executed copy of each of this Amendment and the Consent and Reaffirmation attached hereto, together with such other documents, agreements and instruments as may be requested as required by Agent in connection with this Amendment;

(b) Borrower shall have requested the Fusepoint Advance pursuant to Section 3.6 of the Credit Agreement;

(c) Agent shall have received payment of all fees and other amounts due and payable on or prior to the date hereof pursuant to that certain Amended and Restated Fee Letter dated as of May 28, 2010 among Borrower and Agent, as amended, supplemented or otherwise modified from time to time;

 

-2-


(d) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; and

(e) No Default or Event of Default shall have occurred and be continuing.

4. New Lenders.

(a) Each of Bank of America, N.A. and Morgan Stanley Bank, N.A. (each a “New Lender” and collectively, the “New Lenders”) (a) confirms that it has received copies of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (b) agrees that it will, independently and without reliance upon Agent or any Lender, based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Loan Documents; (c) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Each New Lender agrees to deliver to Agent a completed administrative questionnaire in which such New Lender designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about Borrower and the Loan Parties or their respective securities) will be made available and who may receive such information in accordance with such New Lender’s compliance procedures and applicable laws, including Federal and state securities laws.

(b) Agent and each Lender (including each New Lender) hereby agree that on the date hereof, (a) the aggregate Revolver Commitments are being increased as reflected on Schedule C-1 (as amended by this Amendment), (b) the Revolver Commitment of WFF, as a Lender (the “Existing Lender”), is being increased as reflected on Schedule C-1 (as amended by this Amendment) and (c) the New Lenders are joining the Credit Agreement as Lenders, purchasing Advances from the Existing Lender, making Revolver Commitments under the Credit Agreement and making Advances. In connection with the foregoing, each New Lender agrees to purchase from the Existing Lender (and will be deemed, without the taking of any further action, to have purchased from Existing Lender), as necessary, such portions of the Commitments and Advances as are necessary so that on the date hereof, after giving effect to such purchases and sales, and after the consummation of the Fusepoint Purchase Acquisition, each Lender has the Commitments and the outstanding Advances set forth on the Schedule C-1 (as amended by this Amendment).

5. Notice of Name Change. Pursuant to Section 6.5 of the Credit Agreement, Borrower hereby provides notice to Agent and each Lender that promptly after the consummation of the Fusepoint Purchase Acquisition, Holdings and Borrower shall cause the name of Fusepoint Inc. to be changed to SAVVIS Canada, Inc. and Fusepoint Managed Services Inc. to be changed to SAVVIS Communications Canada, Inc. Agent and each Lender hereby waive the 30 day notice requirement under Section 6.5 of the Credit Agreement with respect to each of such name changes.

 

-3-


6. Miscellaneous.

(a) Expenses. Each of Borrower and Holdings, jointly and severally, agree to pay on demand all costs and expenses of Agent in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and all other instruments or documents provided for therein or to be delivered thereunder or in connection therewith. All obligations provided herein shall survive any termination of the Credit Agreement as modified hereby.

(b) Governing Law. This Amendment shall be a contract made under and governed by the internal laws of the State of New York.

(c) Counterparts. This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment. Any party delivering an executed counterpart to this Amendment by telefacsimile or other electronic transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Amendment.

7. Release.

(a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, either known or suspected, both at law and in equity, which any Loan Party or any of their successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto.

(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

[Signature Page Follows]

 

-4-


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed under seal and delivered by their respective duly authorized officers on the date first written above.

 

SAVVIS COMMUNICATIONS CORPORATION,

a Missouri corporation, as Borrower

By:  

/s/ Gregory W. Freiberg

Title:   CFO
  Gregory W. Freiberg

SAVVIS, INC.,

a Delaware corporation, as Holdings

By:  

/s/ Gregory W. Freiberg

Title:   CFO
  Gregory W. Freiberg

Signature Page to Amendment No. 8 to Amended and Restated Credit Agreement


WELLS FARGO CAPITAL FINANCE, LLC,

a Delaware limited liability company, as Agent and as a Lender

By:  

/s/ John Nocita

Title:   John Nocita
  Managing Director

 

Signature Page to Amendment No. 8 to Amended and Restated Credit Agreement


BANK OF AMERICA, N.A.,

a National Association, as a Lender

By:  

/s/ Eric A. Escagne

Name:   Eric A. Escagne
Title:   Senior Vice President

 

Signature Page to Amendment No. 8 to Amended and Restated Credit Agreement


MORGAN STANLEY BANK, N.A.,

a National Association, as a Lender

By:  

/s/ Steve King

Title:   Authorized Signatory

 

Signature Page to Amendment No. 8 to Amended and Restated Credit Agreement


Exhibit A

SCHEDULE C-1

Commitments

 

Lender

   Revolver
Commitment
   Advances
Outstanding on
Eighth Amendment
Effective Date*
   Total Commitment

Wells Fargo Capital Finance, LLC

   $ 100,000,000    $ 73,333,333.34    $ 100,000,000

Bank of America, N.A.

   $ 25,000,000    $ 18,333,333.33    $ 25,000,000

Morgan Stanley Bank, N.A.

   $ 25,000,000    $ 18,333,333.33    $ 25,000,000

All Lenders

   $ 150,000,000    $ 110,000,000    $ 150,000,000

 

* In addition to Advances, on the Eighth Amendment Effective Date, there are $28,438,482.91 of outstanding Letters of Credit and each Lender’s Pro Rata Share of such outstanding Letters of Credit follows: (a) Wells Fargo Capital Finance, LLC, $18,958,988.61, (b) Bank of America, N.A., $4,739,747.15 and (c) Morgan Stanley Bank, N.A., $4,739,747.15.


Exhibit B

SCHEDULE Q-1

Foreign Subsidiaries

Fusepoint Managed Services Inc.


CONSENT AND REAFFIRMATION

Each of the undersigned hereby (i) acknowledges receipt of a copy of the foregoing Amendment No. 8 to Amended and Restated Credit Agreement (the “Amendment”); (ii) consents to Borrower’s execution and delivery of the Amendment; (iii) agrees to be bound by the terms of the Amendment (including without limitation Section 7 of the Amendment); and (iv) reaffirms that the Loan Documents to which it is a party (and its obligations thereunder) shall continue to remain in full force and effect. Although each of the undersigned has been informed of the matters set forth herein and have acknowledged and agreed to same, each of the undersigned understands that Agent and Lenders have no obligation to inform any of the undersigned of such matters in the future or to seek any of the undersigned’s acknowledgment or agreement to future amendments, waivers or consents, and nothing herein shall create such a duty.

IN WITNESS WHEREOF, each of the undersigned has executed this Consent and Reaffirmation on and as of the date of the Amendment.

 

SAVVIS, INC., a Delaware corporation
By:  

/s/ Gregory W. Freiberg

Title:   CFO
  Gregory W. Freiberg
SAVVIS COMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation
By:  

/s/ Gregory W. Freiberg

Title:   CFO
  Gregory W. Freiberg

SAVVIS FEDERAL SYSTEMS, INC.,

a Delaware corporation

By:  

/s/ Gregory W. Freiberg

Title:   CFO
  Gregory W. Freiberg

Consent and Reaffirmation to Signature Page to Amendment No. 8 to Amended and Restated Credit Agreement

EX-10.2 3 dex102.htm SUPPLEMENT NO. 1 TO SECURITY AGREEMENT Supplement No. 1 to Security Agreement

Exhibit 10.2

SUPPLEMENT NO. 1 TO SECURITY AGREEMENT

Supplement No. 1 (this “Supplement”) dated as of June 16, 2010, to the Security Agreement of June 10, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) by and among each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each individually “Grantor”) and WELLS FARGO CAPITAL FINANCE, LLC in its capacity as Agent for the Lender Group and the Bank Product Providers (together with the successors, “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Amended and Restated Credit Agreement, dated as of December 8, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among SAVVIS Communications Corporation, a Missouri corporation, as borrower (“Borrower”), SAVVIS, Inc., a Delaware corporation, the lenders party thereto as “Lenders” (“Lenders”), and Agent, the Lender Group is willing to make certain financial accommodations available to Borrower from time to time pursuant to the terms and conditions thereof; and

WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement and/or the Credit Agreement; and

WHEREAS, Grantors have entered into the Security Agreement in order to induce the Lender Group to make certain financial accommodations to Borrower; and

WHEREAS, pursuant to Section 5.16 of the Credit Agreement, new direct or indirect Subsidiaries of Borrower, must execute and deliver certain Loan Documents, including the Security Agreement, and the execution of the Security Agreement by the undersigned new Grantor (“New Grantor”) may be accomplished by the execution of this Supplement in favor of Agent, for the benefit of the Lender Group and the Bank Product Provider;

NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, New Grantor hereby agrees as follows:

1. In accordance with Section 24 of the Security Agreement, New Grantor, by its signature below, becomes a “Grantor” under the Security Agreement with the same force and effect as if originally named therein as a “Grantor” and New Grantor hereby (a) agrees to all of the terms and provisions of the Security Agreement applicable to it as a “Grantor” thereunder and (b) represents and warrants that the representations and warranties made by it as a “Grantor” thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, New Grantor, as security for the payment and performance in full of the Secured Obligations, does hereby grant, assign, and pledge to Agent, for the benefit of the Lender Group and the Bank Product Provider, a security interest in and security title to all


assets of New Grantor including, without limitation, all property of the type described in Section 2 of the Security Agreement to secure the full and prompt payment of the Secured Obligations, including, without limitation, any interest thereon, plus reasonable attorneys’ fees and expenses if the Secured Obligations represented by the Security Agreement are collected by law, through an attorney-at-law, or under advice therefrom. Schedule 4, “Pledged Companies” and Schedule 8, “List of Uniform Commercial Code Filing Jurisdictions” attached hereto supplement Schedule 4 and Schedule 8, respectively, to the Security Agreement and shall be deemed a part thereof for all purposes of the Security Agreement. Each reference to a “Grantor” in the Security Agreement shall be deemed to include New Grantor. The Security Agreement is incorporated herein by reference.

2. New Grantor represents and warrants to Agent, the Lender Group and the Bank Product Provider that this Supplement has been duly executed and delivered by New Grantor and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

3. This Supplement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. Delivery of a counterpart hereof by facsimile transmission or by e-mail transmission shall be as effective as delivery of a manually executed counterpart hereof.

4. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

5. This Supplement shall be construed in accordance with and governed by the laws of the State of New York, without regard to the conflict of laws principles thereof.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

 

-2-


IN WITNESS WHEREOF, New Grantor and Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

 

NEW GRANTOR:   BLUE JAY MERGER SUB INC.
  By:  

/s/ Gregory W. Freiberg

  Name:   Gregory W. Freiberg
  Title:   CFO
AGENT:   WELLS FARGO CAPITAL FINANCE LLC
  By:  

/s/ John Nocita

  Name:   John Nocita
  Title:   Managing Director

 

-3-


SCHEDULE 4

Pledged Companies

None

 

-4-


SCHEDULE 8

List of Uniform Commercial Code Filing Jurisdictions

State of Delaware

 

-5-

EX-10.3 4 dex103.htm GUARANTOR JOINDER AGREEMENT Guarantor Joinder Agreement

Exhibit 10.3

GUARANTOR JOINDER AGREEMENT

THIS GUARANTOR JOINDER AGREEMENT dated as of June 16, 2010, is by and among BLUE JAY MERGER SUB INC., a Delaware corporation (“New Guarantor”), SAVVIS COMMUNICATIONS CORPORATION, a Missouri corporation (“Borrower”), SAVVIS, INC., a Delaware corporation (“Holdings”), SAVVIS COMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation (“Communications”), and SAVVIS FEDERAL SYSTEMS, INC., a Delaware corporation (“Federal”; Borrower, Holdings, Communications and Federal, are referred to hereinafter each individually as a “Loan Party” and individually and collectively, jointly and severally, as the “Loan Parties”) and WELLS FARGO CAPITAL FINANCE, LLC, as Administrative Agent (in such capacities, the “Agent”).

WHEREAS, Loan Parties (other than Borrower) and Agent have entered into a General Continuing Guaranty, dated as of June 10, 2005 (as amended, modified or supplemented, the “Guaranty”); and

WHEREAS, the parties hereto desire to join New Guarantor as a Guarantor (as such term is defined in the Guaranty) under the Guaranty;

NOW THEREFORE, the parties hereto hereby agree as follows:

1. Definitions. Capitalized terms used in this Guarantor Joinder Agreement, unless otherwise defined herein, shall have the meaning ascribed to such terms in that certain Amended and Restated Credit Agreement, dated as of December 8, 2008 among Borrower, Holdings, Agent and the financial institutions party thereto as “Lenders” (as amended, modified or supplemented, the “Credit Agreement”).

2. Joinder. Subject to the terms and conditions of this Guarantor Joinder Agreement, New Guarantor is hereby joined in the Guaranty as a Guarantor, and New Guarantor hereby agrees to be bound by the terms and conditions (including without limitation all of the representations and warranties and covenants) of each Loan Document to which a Guarantor is a party, including without limitation the Guaranty, as Guarantor, in each case as if New Guarantor were a direct signatory thereto.

3. Effectiveness. This Guarantor Joinder Agreement shall be effective upon the execution and delivery hereof by the parties hereto.

4. Representations and Warranties. New Guarantor represents and warrants to Agent and each Lender that both before and after giving effect to the consummation of this Guarantor Joinder Agreement (i) each of the representations and warranties set forth in Credit Agreement and the other Loan Documents are, and will be, true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof and except to the extent such representations and warranties


expressly refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date), (ii) each of the representations and warranties set forth in the Credit Agreement to the extent applicable to such Guarantor mutatis mutandis are, and will be, true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (iii) no Default or Event of Default has, or will have, occurred and is, or will be, continuing.

5. Scope. Except as expressly modified by this Guarantor Joinder Agreement, the Credit Agreement and all of the other Loan Documents shall remain in full force and effect as executed.

6. Governing Law. This Guarantor Joinder Agreement shall be construed in accordance with and governed by the laws of the State of New York, without regard to the conflict of laws principles thereof

 

-2-


IN WITNESS WHEREOF, this Guarantor Joinder Agreement has been duly executed as of the date first above written.

 

BLUE JAY MERGER SUB INC., a Delaware
corporation
By:  

/s/ Gregory W. Freiberg

Title:   CFO
  Gregory W. Freiberg
SAVVIS COMMUNICATIONS CORPORATION, a Missouri corporation
By:  

/s/ Gregory W. Freiberg

Title:   CFO
  Gregory W. Freiberg
SAVVIS, INC., a Delaware corporation
By:  

/s/ Gregory W. Freiberg

Title:   CFO
  Gregory W. Freiberg
SAVVIS COMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation
By:  

/s/ Gregory W. Freiberg

Title:   CFO
  Gregory W. Freiberg
SAVVIS FEDERAL SYSTEMS, INC., a Delaware corporation
By:  

/s/ Gregory W. Freiberg

Title:   CFO
  Gregory W. Freiberg

Signature Pages to Guarantor Joinder Agreement


WELLS FARGO CAPITAL FINANCE, LLC,

a Delaware limited liability company, as Agent

By:  

/s/ John Nocita

Title:   John Nocita
  Managing Director

Signature Pages to Guarantor Joinder Agreement

EX-99.1 5 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

LOGO

 

CONTACT:  
Investors: Peggy Reilly Tharp   Media: George Csolak
314-628-7491   314-628-7266
peggy.tharp@savvis.net   george.csolak@savvis.net

Savvis Completes Acquisition of Fusepoint

Expands Global Footprint into Canada

ST. LOUIS, June 16, 2010Savvis, Inc. (NASDAQ: SVVS), a global leader in cloud infrastructure and hosted IT solutions for enterprises, today announced that it has completed its acquisition of Fusepoint, Inc., a leading independent provider of managed IT and colocation services to enterprises in Canada.

Fusepoint, a portfolio company of M/C Venture Partners, was acquired for approximately $121 million in cash (after adjustment for estimated working capital and debt levels and subject to a final working capital adjustment). Savvis expects the acquisition purchase price to approximate 5.0x EBITDA after synergies of approximately $8 million, which are expected to be fully achieved in 2011.

“Savvis and Fusepoint share a leadership position within our industry. Our synergies will lead to many exciting opportunities for new and existing clients,” said Jim Ousley, Savvis chairman and chief executive officer. “Not only will we have a Canadian platform – which our largest clients have requested – Fusepoint’s clients will gain access to Savvis’ global footprint and enterprise-class managed service offerings.”

Established in 1999 and headquartered in Toronto, Fusepoint’s offerings include managed infrastructure and hosting, colocation services, application development and maintenance services. Fusepoint’s three data centers, located in Toronto, Vancouver and Montreal, offer a total of more than 40,000 sellable square feet. The company has more than 300 clients.

“This deal is consistent with our strategy to further strengthen our hosting business, to expand geographically and to focus on major financial centers like Toronto,” Ousley said. “We have been impressed with Fusepoint’s performance over the past several years, and our combined operations are well-positioned within the highly promising Canadian hosting market.”

Savvis funded the acquisition by upsizing, through syndication, its revolving credit facility with Wells Fargo Capital Finance LLC to $150 million. The revolving credit facility was amended, among other things, to modify certain financial covenants to accommodate the increased borrowings.

About Savvis

Savvis, Inc. (NASDAQ: SVVS) is a global leader in cloud infrastructure and hosted IT solutions for enterprises. More than 2,500 unique clients, including 30 of the top 100 companies in the Fortune 500, use Savvis to reduce capital expense, improve service levels and harness the latest advances in cloud computing. For more information, please visit savvis.net.


Savvis Forward-Looking Statements

This document may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about the acquisition of Fusepoint by Savvis. These statements include statements regarding the amount and timing of anticipated synergies resulting from the transaction, customer benefits resulting from the transaction and the effect of the transaction on Savvis’ business. There is no assurance that the anticipated benefits of the acquisition will be realized. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Certain factors that could cause actual results to differ materially from expected results include increased competitive pressures, changes in general economic conditions, extent of customer retention and generation, ability to timely and fully realize contemplated cost savings and revenue enhancements and other difficulties in integrating the operations of Savvis and Fusepoint. Savvis does not undertake, and specifically disclaims, any obligation to publicly release the result of any revision to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. Certain factors that could affect actual results are set forth as risk factors in Savvis’ SEC reports and filings, including its annual report on Form 10-K and all subsequent filings.

###

GRAPHIC 6 g17936ex99_1.jpg GRAPHIC begin 644 g17936ex99_1.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^X`#D%D M;V)E`&3``````?_;`(0``0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0("`@("`@("`@("`P,#`P,#`P,#`P$!`0$!`0$"`0$" M`@(!`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`P,#_\``$0@`*@#W`P$1``(1`0,1`?_$`+L```("`P`#`0`````` M```````)!@@%!PH"`P0+`0`"`@,!`0$!`````````````0(#!@<)"`0*!1`` M`00"`0,#`@,%!`8+`````P$"!`4&!P@`$1(A$PDQ%"(5%B,S-C6ZZ^:2&E9H'FEG7'[9V(MO(U=Q>S@L.)A>8"I;2>*MV#"3'/R7(+T=[1F$< MD@,BY?5L>HW0Q*USR:SN9K;>PX=/OI+>[96D#O"ZA-'X4)J,:@NIU#,];]H: M'NO\OF?][YG M"&M0CR.XP\W>*$^<'=N*[2QVBB2TB@S^MN+K(=;V?FO8!8.:5,D]0'[EJHK` MRW192*OB\37=TZP#4M+US27$7S)6QCXP26'V.&&/4:'L733E-SC].O.VUCDY M=WNC7>I/9Q&RDBB@OXZ>(/M)&B4\.-71"2,TJUY&*Z2^+NJ,CYO_``B8AK"- M9VU5L,-!F,?7V4S+"='/)S/76R,CG8C,6T60(SJFY;$;5R#*][6@,5R=U:B) MLO2[237=CLM&EPN.%P8ZOQ,>2TUZCX2?:N2'.7>VE>G3\Q2_WC-#!/M4W5JZ M]MV,8X-M+ZP@9=,\OA(\V+B-PQ@`)>U@PJ2M1?$IP*V7H07IZ98:M;ZM+;&[O; M.$<5Q*^4?NVFVQ,3'8R>5).]N;^"`&C90>?'EARRSKD7R4VWNZMRC+Z.GS#, MI4S#:H=_:1"4.'5#0U&'0F#B2`#B204=<`I$&C?&01ZIZ^O6O-6U>?4M2FOV MO>UCW]T5.#1@T?0![UU(Y(\D=MA\NKNSL+B^L-/:V[D,$;A-=2UENGD MN:XN:9GO:WB)JQK0NQSX<-R;9WEP8P3+]QW-GDV25F4YMAU5E=TTC[C)<5QB MW^QI;&SG%_';3(O[S_`&B.(KB^;W;FV9>W=]H,I)]C(.R+'B-SBB`61 M)*]!B`#[F8!IC%(J-:UJJKG+V3NO3+'C,%*H5C6/:1K7LUR M(K7-Z*GHJ=137ET(1T(4'RO9FO<%M,7H\RS7&<8N5.-X[3QUEVUY>V$6JJ:V*US6+(G6$TH8L87F]K?)[D1 M7.1/JJ=&>2%[Z6ZJ,C%5KVJBHJHO1DA8G&\WPW,37\?$\IQ_))&*W,G'TNF MN!PS&?76<9?\8"HPC?[4Z=",T*4])".A"AZ[!P5,T;KC]88VN?NJEO/T6ES` M=E"4J*J?FKZ-IUL65W=.WO.&@U7MZ^J=.AI7H0IATD*,4.:XAE%CDE1C>3T- M]:8=9MILLKZBUA6$S&[=XU*VKNX\4Q25E@HFJ[V3(PG9/ITZ$(4GZ2%%,QSO M"=>5#K_/B=,`G) M&2TU5\PN*UU/%65G(74,F<8K0"!^N\?"I#/?[;!,>>:(2O>_T1/+U5>R=2X' M@5H:)5"L6`X9(0R8QA2(\@0S`.`C"A.$K4>(H2C5S""(QR*UR*J*B]TZ@FO; MT(5#/D\VL#3G`WDOE:SW0+&RUO:X)0/$_P`))K[8SA816ABN[MOX&Z+L66@74U:.,1:/:_NC]*]+^CO9,N_O4OM#1!$);6'5H[R8' MPB&QK=R%W92$-`.#G.:TYK\^"EMK;'+2JO,>M+*AO:*9&L:2[I9TFKMZBQAO M:2+/K+&$4$N#+CO:BL(-[7-_T]>>6.=$X21DMD::@@T((R((Q!7ZD-0L;'5; M.?3M5ABN=-N8W1S0RL;)%*QXHYDD;P6O:X9AP(*ZMOBJ^5W+^366P.'/+''@ M;0R;-:ZZ'B&P!XW328%]44E%(M;/'MK8T..RL,U8-:5PK44;VI!%:*2)'N0S M]K[4W;-JDPT;5F^;(\'A?PBA`%2V1N60P=2AR(KBN*'K4]$VA:K.[BEFGD?++(ZE.*220N>]U M`!5SB:`+`;-USB6W]>9IJW/*\MKAFP,:M\3R:N!-EUQY=-=PRP9P0SX!H\R& M9P2KX$&]KFN[*G55U;0WML^TN!6"1I:X5I@<\1B%_3V?NS7-B;IT_>>VI1#N M#2[N*YMWEC9`V6%X>PECPYCA48M<"",$@7:/QX?"[PL`P_(')\DN[NQ(QU%A M.7;4R6^S6V>=R?9PJ7!=;#H+:8&6][1#/)C^RJJGD9/5W6O[K;NRM$%=0>YT MAR:Y[B\]0#64/L)%.U=.MF^JG\P3U"2&/EA9VEOIT0(FN[73K>&TC`\3Y;R_ M,T3"T5`8M7/!CN(QG2R,I06$N3; MRXY2SIEC,+*)8V!B&>0YGN,]RJ]?KUGUE:6]C:LM;1GEV[!@WJJ:G,DUJ37% M'XCDF4OB^2M^Y9C]/,MG1_)$56^\D3Q[_`-G?KZP*FBQ) M*WX?<;,2Y38/1\O.5];$W+LW9QK&TQJJR(A9."X%AD&TF5M%CU#APU!2-1$B M$,59`I"N4C5=W*CR/M>XL)8S`*(%<2KJYMPIXG[!J?R?)-!:S^V:'V`2*/&8 M&+6D1B,\&K%M\9'4V8',1$5.Q>RJB=T7J`>\=)3H%@.,?'787'2WSC$TVY/S M70*?9.T]@N2QGVF6X)]P]TNZAR\P,@#2J<$DKQ0XOB9J"\7^0G(YCQS@[&E' M(`HK@=0343SO.,6UIAV29]FUO&H<4Q*HEW=[;2W>(8D&&-7O5K?\9I!G=AA$ MQ%(8SVL8BNQM[BH8C8AH''O)]=!=0LDH M:3(JPB%K;^HK;JO*BHJ$A6L,,Z(1%3T5'@.U?^GKYU-+\^42HD-XSQ-CP&)^ M::2VQJ_:D(Z)^U`RGR:/4S7#=V7Q:L6Z57_[#5ZLB\5.L*+LDPNJLHMS5UMO M"?[D*U@0[*(_T_'%G1QRH[_153\0BHO5:DOOZ$)4NXY!>=O(HO&*D//B/ M5]79%R/MQJ>.'8&9@?[N.:JK#QU5I8,*0(A+!SWL5'C(K6^8`N?:/LV\7Q') M1.)IT)J<6+&A1H\*''#$AQ`"BQ8L83`1XT:.-H@1XX1-:,(0B8C6-:B-:U$1 M$[=5*25UPL27B7,KY#-=26-CQY>P\0V77QFIZ>&6P[><>4BJB+WDQK"+W^OJ MWJU^+&GLHHC,A-,ZJ4EH7DEO_$>->J;W9>5N+)(!15&*X]#8AK7+*@Q MRKC>8W&--DM\BN14]F,,A%[HSLLFM+C0)$T"TIPLX_9CKRFR?BN@XS07&0S6MC1N]/ MKU9+XJ=046Y53"[NWB4%+;WT_P`T@TE786\U1M1Q$B5L0LR1[;55$<_V0KV3 MNG=>JU)*.XMZ2QOG5!G\O.407[(9E&29#7:BU58S)S-?ZSPG'[B55Q!-HXTD M$2VO9YXK_N2G:1A4;YO1[R+X7/=Y?<9@>E1&.)5Y\IX6<3LQIUHKOCYJO[#V M?8$^IQ&KQZPC,\6L18EM0`K+2*]K6I^)AFKZ>O5?&\8U*=`H/QRXQ9[QOV%E M]1C&UYESQ?F4HRX!J3)6RKS(<$RJ5-&>R%5Y1-[R`XJ`3"J"/[I5(Z4J/8UX M?>.W.#AB.\@"GL5UNH)I(WS2Z/Y+'Q)N'27!K6\(HWB)/:3@#D%T1_+ZYC3>X=Q\R>9%^^/7F6$-CIME!;RW5Y=&YD M,ER;>*)A'$T00Q<4CXFTE<"ZE4I+`OC3^.K5'V)N8GR,ZULLFBK[M_KW3&6X MX&MC.[^8X#\@\,GRR:Q1IV*\=?7$5WHWQ[=UQ"WVSMRTI_&=2B,HS9&YM/97 MO./^RU>Y-S^KOU6;V\QG(7E1J\.COP@OM5MIS(X9%X@K;VS#7PATT[:8NK6@ M8]JOY(?AFX>'@8-H"J-60+&4"#>9[@NILILO$9'`C$M,KS?*PPLPO8`VB0I% M!]_XM158/NO9R-Q][G.HXCV5]B\F[T])?K_P"?,:EK>/R:D@.?3%/\`H,V+90H=C!,R M3"GQ8\V'('W]L\64)AXYF>2([P*)Z.3NB+V7K837!S0YOA(J%S"N+>:TN'VM MPTLN(GN8YIS:YI(<#V@@A8O),JQC#:HE[E^1T.*T@31HYKG)+>OHZH4B8=D: M&`MC9R(L09I4@C1B:KT<1[D:U%5>W4)98H6>9,YK&=;B`/I*^S2=%UC7[T:; MH5IQ_AF^-$VU/8Z5(P2&&^D>UUN&S,#>*VNXO-,KW./ES>4X\467Q[!3`,`UO/Y7\7AV4NTQ_P#(9`X.Y=?CM"FF65,^J8XL6]@"G/>8;@QW M,*KW*KHODK$N)9)B31_U*.(RR5T-$\TN/_(*6F/X?EZTNP0H=EGJ_-X9<3V! M5RXB?[]"?1V?M_F)X*HON_9$DM8UJJY41%[5ECFXG),$%6MZBFCH0E8YN:5S MWW\[4UN@C7\XU+F]+55L4(QB4ZXO8" MJX,<#&M$,?W#!C8UJ(C4[(B=5M-'`]J9R6G_`(\,VDY]PQT)=32H:?`PY,4F M/\G.=YX99S\6CJ57>OO$@U(GO3Z(YRHGIU*04>1VH&2F/-?&2Y?Q*Y#T(`/E M'D:IRV:&.-OF0IJ:M+="8QG_`%GJ2O3M_?T1FCP>U!R7GPMS(N?<3^/V4'7R MD3-7XO`DO\O-2R:""S'I!GN_M>8]4YSO]I5Z3Q1Y':@9+7?,_?.18538[HG3 M!63N2>^RDQC7,`1D&_%*:0AA9)LRV+X/2#5XO6A.\1'=E62SR:CD"1$;&@]Y MWA"">@9K=G&_0^-\<=28QK#'S+9GK`EFY-E$@#!6N8Y79%=+OZ^+F_V)U9G%[#^E+XO]RHUK4555$3JM-*_U56V7-WD0;D-E M]=[W&G15O94W&6M,PS*C9>7BDE@WVY)4.<%A;"!7EA^S5OQCF(KQ&5] MI[C>$>(YJ.9KT)I/52DJ'?)!L*=A7%O*\

WE^Y;:ATMB@V$5AWSL_G-K; M,@FM_&]`8^V6Y>WHB]N_?Z+9$*OKT#%)V2MOK#`ZO5VN,%UQ2M8VKP;$Z#%H M:L&T2&%25D:`LIS&_A0LL@%*_P#TO>J]0)J:IY*:2(X)<<\24(9XTH)8\@!6 MH\1@&8X91$8O='C(-RHJ+Z*B])"4A6Z_Y4\`;*XJ]#X"[DSQ>O,AEW]?KN/8 MM@;6UA*MC/DVD"B*V,\=W2$>G[)&ADN5Z(KV!>XA2W$LD\6#U'$99*V>C^<_ M'[>5L+#JW(IN";022ZOF:HV97&P[.8]J(:OD5\6!8JD2X.-S'HC8AC$5&*JL M;].H.8YN)R3J"KA=031T(7"Q\V/(6TW#SCV#AE??6A<&TK5T>K*^F9.DCIB7 MU;'6[S*<2M$?[*1+3(KDD12O8I/&$UOHUJ=:(WOJ#KW79(&N/D0`,`KA48N- M,JU-/&LI.))2@V-:-J-&UK&IW[-8B-:G?U7T1$3UZP^@7NQQ+CQ.))[4P7XQ.+9> M6?,/66#6=*RZUUB,UNR]L#E+)97NPK%),%S&8$N`+=/E/^8+;>OM]LT7Q'RIF%UFDK MK[79&5AJ<=N!YQF40<0AL+@LM(=K&C8EC0W.B358P)Y$]2,[M''8XF7[KWC> M6^H?N&COX&P.[[J`\3O[N(/=;D>DFO4%X8]%WH/V/NCEF>9'/*R.H7FXK?BL M+8RSQ&SM7%P%V\QOC7?V3-(B?BZ^[>DS-5VM; MZE`3Y)D8\CL\&7-M&Z04IQ,+"<%JO_`/.SF^\,MM]Z8]D&P\RO=(:TP_#ZG%\+NK0U MIC>.9;E%S9S6NQULY#R*A(]+CY4=$CE'%1LE'>UY+Y=?+RZGOIGSQR2/=8Q, M:&M)JUKG$GNURP&0PQR6:_FK; M*-GV_!1LO%+.TB1[725C(XZ"BZCNMIKC0L7#O*2QL+2IK[BKG6M&L5MU60[" M))L*=TX9"P6VD()GR:]9@@O<)"M9[C6JK>Z(O0A93H0EJ?)#I#7,O2.9\BX, M6'A&[=+08&<8+M*E:RKR`5O2VU>^!4V4D",;<@L3.:".V2TK@G>Q1JC5>U]D M;CQ'T[>G4#@2!DI#)4^YK;JSY)&-\4N/30S-_;QKK,1+7[A!P]6:Z M$SV+_.+XXA2C5:RP.+'@E]I[FO:0@VN*P+"38T>)WA'UI'J&:U9I74?R#:`U MOCNK-;XQPJKL8QP!$&^78[EE6EM8RB.D6=Y=3$]M)=O:RWN*9Z-8Q%5&L:P; M6M23C&XU)=5(5`Z%M-\CY0",<,E1PC(,C7,(Q\KXE@.[M!Y<.MCY9HO>V6T]A$IBR34L>ORUD?)H24A)P MQ3S4S[$\Y8SS-:1P>R+ZHO3EQ(<,B$-R3([NIAW]+;T5B-#5]W5SZB<%R=VE MAV40L.2-R?Y7A,Y%_P!?52:6=PIW!B&C.!LVYV39+4T_'?*-LX#D1'HW[N3. MQ?.KI:^JK(JO:Z196K;.-'B![HXA2-3T1>Z6O!=)ATJ(P&*V'PXU1G.16F0\ MN>0E:!-T;9"UN#TDA"O+I[31T;,QW!8,4B-!66LIYQ"/57.57*JK` MDDU.:D!3`*4=)"61RJK(^Y.:G#+2+$<>%K\^5\BLV$[R=%95XX^%7XD*0@E5 M[2S,AKR"1'^+5:3ZKW5.K6=UCG=.2B<2`F;]5*2^$=I6&L)-2&Q@EM84>/+F M5@Y<=]A$B2WF'%E2832+)!'DDCD:-[FHUZLPA?=T(5!^?^A]89UHW8 MFUK:EBU&TM3X5N<8"V[K6"N(1(YY,8DNO8QHCJ1HU?Y#1C M^SDLC<0Z@R*3AA7I6Z.(&?99M'C'I+/\Z<0N6Y-@=3-O)91,`6REC]V&EP00 MVL$Q]R",R6OBUK>YO1$3LG47@!Q`R0,L59#J*:_,1V/:Y+>["SJZS2-(A9C; M9CDUEED*6P@I<+)9UU-E7D.4(RJ81XUD4C'->ODU6]EZ\O7#Y)+B1\PI.7N+ MATAQ))K[U^Q':5EI&F[6TW3]OO;)H,%A;QVSVD%K[=D3&PN:1@6NC#2","#5 M0M51$555$1$555?HB(G=57^Y$ZI.&*R#$X#$I^&M=G2/C`^.6PDQGEI>8?/2 M/^H\,AH%(][K+1H([MG1>L;U7Q0S!MQR&Y9N\B[?7BAU#6'/ M;-/9L%0'M#V1PW+P"!!;/'%]O'5"+G/>YY"/(4A'O(0I2/*4I2.5Y"E*1SB% M*5[E\0FJYI);>R M*I&IUGVC7'[]LV_TKQ30_:-;T\)(=@.QS7?3VKF-S[VNSE]Z]>6G.1S6VVWM M?_[;=3FC8Q=LAGM!YKL`'/MKFV`UCQ4/CCC<#0A-;ZRU>*$O\`W1Q#S&-M6=R7XHYS M#U7NZRBB#G&.7<4DW5^XXL1K$'$S&MC)[]?;&&%K$GA:]R.:TB-&7R.LP\4X M78M_0D1C49J!AY%_(W2(2MR3@QC.1V@WJ-EQANX:*)0241J^)A@L9%G,8-SD M[_M"#=V].R=2X8CDZGN1CU+YVZ!Y/\N[K$;3F(W$M4:EPG(:[+*[0>N;-^0R M<[N:^0*5!=L_(32IU:6K@-'X)$BJ_P!SW2=T$[Q?T<36>#$]?]B5"<\DQ3.[ M7),8,@I/=6C1X0D!TG-76Z@FCH0J(ZJU'M/!><_ M)78Q<>&+2^X<)U].@9"RWJ7O-G>(UM34%B/I!35MP(^'(F]S$`@U4:=G?B]9 MD@L`Z0E3'L5[NH)I0N+\--D9ERBVK7;5IOM.)U5O*SY)X;2I-I3@V3M/(:NC MA`CW$./-E6+<7QXL:7()&.".TTES47W&/=VNXP&#A\=**-,>Q-ZZI4D="$=" M%0?Y$M-;)V]IC%#:;H/U'M'6VVL&V+B=@/%.ZKV6<9`=CD0D14+:'$KCP;C_@%JF371\MVULW(96Q=PYA+>TQ; MC.+H(GS8,$ZM0SJ"A]8\)KW.7MYD_#[G@U.=Q'#((`HK4=131T(5$M&ZCVI% MY@\I]\[,QZ/34N35^%:\U`<=M5V1+#!L;26^=-^VA2I,FH^_G1(\EXCM$]Q# M+^'\'4RX<`:$J8U5[>H)JB_(3B->9?LBLY'@K!UTB<>,^9@^T:F M&HOM,9V55QU:>3"2.-0,E#:0@AN;^!SA!<*;7T'"[%JB1TC-:PB\B/D6Q@AJ MO,^#^,YK-!^S%>ZYV_2U=%.[(GC)%&N7W<\0W_56%43T^BHG4N&,Y.I[0GWE MA;'47,3F:R!CO)ROQCCMH2+;1+/(=68%?_J3/-H@A2F2X=+D^31)DFNIL?&0 M+?>8%S2%?V=[/DT;QE6,Q;B[KZDJ$YY)DEI62J'!;&GP*$"MF4V*2ZW#*Z%$ M@NBP)-?4$BX]#B09LNNKG`BE"%C!%.`*M:C7/8WNY*^G%25`Y$_Y'"XQ7V`8 M>*09PL=BCL:C\LP>QS";DOZ.S=K[`!5NH>&PZHV1-ISFB*XA@RU0`S/B^^;J M?V=4L5SE_+__`%GYI_1A_P"4!_"/\;_O'?SK_P#DC_/_`,'[76C=X_C3_DLO MA\7^\_Q_JHOT->@__P"?M/\`Z@>,_-?)Y?\`B?\`0=7[7C2M3?NG_P!.7^%? MWO[K_P`3_N_\W]W6*G+_`)9>SV>,?S7GT9^[MZNU-'^73^JC&_Y;?T\Z3_CC M_P!)_APO\M?^0O\`)_[C]WUE.[OQ1OW?RT7BRR^#_#^NJ\9>A?\`HO=_BW\T MZO\`*?>_?CY__6]?[#R4KS_ZZ]8M_P!,O97_`+4GI_`9_4WMK^3O\E#?P1_$ MO\9XU^^_Y?\`^V_XKV.L\Y?_`(I-]S]P?#XO$WZNOMHN;?YG']']"_'OYA'S M?R_REQE^W_N?L_-76AUMQ