LOAN AGREEMENT
THIS AMENDED AND RESTATED LOAN AGREEMENT ("Agreement") is made
and entered into as of May 27, 1997 by and between EDUCATIONAL INSIGHTS,
INC., a California corporation ("Borrower") and UNION BANK OF CALIFORNIA,
N.A., ("Bank"). This Agreement amends and restates in its entirety that
certain loan agreement dated September 29, 1994 between Bank and Borrower.
SECTION 1. THE LOAN
1.1.1 THE REVOLVING LOAN. Bank will loan to Borrower an
amount not to exceed Eight Million Dollars ($8,000,000) outstanding in the
aggregate at any one time (the "Revolving Loan"). Borrower may borrow, repay
and reborrow all or part of the Revolving Loan in amounts of not less than
One Hundred Thousand Dollars ($100,000) in accordance with the terms of the
Revolving Note; provided, however, that for at least thirty (30) consecutive
days during each twelve (12)-month period, the principal amount outstanding
under the Revolving Loan must be zero ($0). All borrowings of the Revolving
Loan must be made before June 8, 1998 at which time all unpaid principal and
interest of the Revolving Loan shall be due and payable. The Revolving Loan
shall be evidenced by a promissory note (the "Revolving Note") on the
standard form used by Bank for commercial loans. Bank shall enter each
amount borrowed and repaid in Bank's records and such entries shall be deemed
to be the amount of the Revolving Loan outstanding. Omission of Bank to make
any such entries shall not discharge Borrower of its obligation to repay in
full with interest all amounts borrowed.
1.1.1.1 THE COMMERCIAL LETTER OF CREDIT SUBLIMIT. As a
sublimit to the Revolving Loan, Bank shall issue, for the account of
Borrower, one or more irrevocable commercial letters of credit (individually,
an "L/C" and collectively, the "L/Cs") and calling for drafts at sight or
usance up to ninety (90) days covering the importation or purchase of
inventory from overseas suppliers. The aggregate amount available to be
drawn under all outstanding L/Cs and the aggregate amount of unpaid
reimbursement obligations under drawn L/Cs shall not exceed Two Million
Dollars ($2,000,000) and shall reduce, dollar for dollar, the maximum amount
available under the Revolving Loan. All such commercial L/Cs shall be drawn
on such terms and conditions as are acceptable to Bank and shall be governed
by the terms of (and Borrower agrees to execute) Bank's standard form for
commercial L/C applications and reimbursement agreement and shall not have an
expiration date more than 360 days from its date of issuance. No letter of
credit shall expire after October 8, 1998.
1.1.2 REAL ESTATE TERM LOAN. Bank previously made a certain
term loan ("Real Estate Term Loan") to Borrower in the principal amount of
One Million Four Hundred and Eighty Thousand Dollars ($1,480,000), which
matures on January 1, 2005 and bears an interest rate provided in the Real
Estate Term Note. The current outstanding principal amount of the Real
Estate Term Loan is One Million Two Hundred and Fifty Thousand Seventy-One
Dollars and Seventy-Four cents ($1,250,071.74). This Real Estate Term Loan
is evidenced by a promissory note ("Real Estate Term Note") in favor of the
Bank on the standard form used by Bank for commercial loans. In the event of
a prepayment of principal and any resulting fees, any prepaid amounts shall
be applied to the scheduled principal payments in the reverse order of their
maturity.
1.2 TERMINOLOGY.
As used herein the word "Loan" shall mean, collectively, all
the credit facilities described above.
As used herein the word "Note" shall mean, collectively, all
the promissory notes described above.
As used herein, the words "Loan Documents" shall mean all
documents executed in connection with this Agreement.
Page 12 of 20 sequentally numbered pages
1.3 PURPOSE OF LOAN. The proceeds of the Revolving Loan shall
be used for general working capital purposes.
1.4 INTEREST. The unpaid principal balance of the Revolving
Loan shall bear interest at the rate or rates provided in the Revolving Note
and selected by Borrower. The Revolving Loan may be prepaid in full or in
part only in accordance with the terms of the Revolving Note and any such
prepayment shall be subject to the prepayment fee provided for therein.
1.5 BALANCES. Borrower shall maintain its major depository
accounts with Bank until the Note and all sums payable pursuant to this
Agreement have been paid in full.
1.6 DISBURSEMENT. Upon execution hereof, Bank shall disburse
the proceeds of the Loan as provided in Bank's standard form Authorization
executed by Borrower.
1.7 SECURITY. Prior to any disbursement of the Loan, Borrower
shall have executed a security agreement, on Bank's standard form, and a
financing statement, suitable for filing in the office of the Secretary of
State of the State of California and any other state designated by Bank,
granting to Bank a first priority security interest in such of Borrower's
property as is described in said security agreement. Exceptions to Bank's
first priority, if any, are permitted only as otherwise provided in this
Agreement. At Bank's request, Borrower will also obtain executed landlord's
and mortgagee's waivers on Bank's form covering all of Borrower's property
located on leased or encumbered real property. In regards to the Real Estate
Term Loan, Bank will maintain a First Trust Deed on the Property located at
00000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000.
1.8 CONTROLLING DOCUMENT. In the event of any inconsistency
between the terms of this Agreement and any Note or any of the other Loan
Documents, the terms of such Note or other Loan Documents will prevail over
the terms of this Agreement.
SECTION 2. CONDITIONS PRECEDENT
Bank shall not be obligated to disburse all or any portion of the
proceeds of the Loan unless at or prior to the time for the making of such
disbursement, the following conditions have been fulfilled to Bank's
satisfaction:
2.1 COMPLIANCE. Borrower shall have performed and complied with
all terms and conditions required by this Agreement to be performed or
complied with by it prior to or at the date of the making of such
disbursement and shall have executed and delivered to Bank the Note and other
documents deemed necessary by Bank.
2.2 BORROWING RESOLUTION. Borrower shall have provided Bank
with certified copies of resolutions duly adopted by the Board of Directors
of Borrower. Such resolutions shall also designate the persons who are
authorized to act on Borrower's behalf in connection with this Agreement and
to do the things required of Borrower pursuant to this Agreement.
2.3 TERMINATION STATEMENTS. Borrower shall have provided Bank
with UCC-2 termination statements executed by such secured creditors as may
be required by Bank suitable for filing with the Secretary of State in each
state designated by Bank.
2.4 CONTINUING COMPLIANCE. At the time any disbursement is to
be made, there shall not exist any event, condition or act which constitutes
an event of default under Section 6 hereof or any event, condition or act
which with notice, lapse of time or both would constitute such event of
default; nor shall there be any such event, condition, or act immediately
after the disbursement were it to be made.
Page 13 of 20 sequentally numbered pages
SECTION 3. REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants that:
3.1 BUSINESS ACTIVITY. The principal business of Borrower is a
developer and distributor of supplemental educational material .
3.2 AUTHORITY TO BORROW. The execution, delivery and
performance of this Agreement, the Note and all other agreements and
instruments required by Bank in connection with the Loan are not in
contravention of any of the terms of any indenture, agreement or undertaking
to which Borrower is a party or by which it or any of its property is bound
or affected.
3.3 FINANCIAL STATEMENTS. The financial statements of Borrower,
including both a balance sheet at December 31, 1996, together with supporting
schedules, and an income statement for the twelve (12) months ended December
31, 1996, have heretofore been furnished to Bank, and are true and complete
and fairly represent the financial condition of Borrower during the period
covered thereby. Since December 31, 1996, there has been no material adverse
change in the financial condition or operations of Borrower.
3.4 TITLE. Except for assets which may have been disposed of in
the ordinary course of business, Borrower has good and marketable title to
all of the property reflected in its financial statements delivered to Bank
and to all property acquired by Borrower since the date of said financial
statements, free and clear of all liens, encumbrances, security interests and
adverse claims except those specifically referred to in said financial
statements.
3.5 LITIGATION. There is no litigation or proceeding pending or
threatened against Borrower or any of its property which is reasonably likely
to affect the financial condition, property or business of Borrower in a
materially adverse manner or result in liability in excess of Borrower's
insurance coverage.
3.6 DEFAULT. Borrower is not now in default in the payment of
any of its material obligations, and there exists no event, condition or act
which constitutes an event of default under Section 6 hereof and no
condition, event or act which with notice or lapse of time, or both, would
constitute an event of default.
3.7 ORGANIZATION. Borrower is duly organized and existing under
the laws of the state of its organization, and has the power and authority to
carry on the business in which it is engaged and/or proposes to engage.
3.8 POWER. Borrower has the power and authority to enter into
this Agreement and to execute and deliver the Note and all of the other Loan
Documents.
3.9 AUTHORIZATION. This Agreement and all things required by
this Agreement have been duly authorized by all requisite action of Borrower.
3.10 QUALIFICATION. Borrower is duly qualified and in good
standing in any jurisdiction where such qualification is required.
3.11 COMPLIANCE WITH LAWS. Borrower is not in violation with
respect to any applicable laws, rules, ordinances or regulations which
materially affect the operations or financial condition of Borrower.
3.12 ERISA. Any defined benefit pension plans as defined in the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), of
Borrower meet, as of the date hereof, the minimum funding standards of
Section 302 of ERISA, and no Reportable Event or Prohibited
Page 14 of 20 sequentally numbered pages
Transaction as defined in ERISA has occurred with respect to any such plan.
3.13 REGULATION U. No action has been taken or is currently
planned by Borrower, or any agent acting on its behalf, which would cause
this Agreement or the Note to violate Regulation U or any other regulation of
the Board of Governors of the Federal Reserve System or to violate the
Securities and Exchange Act of 1934, in each case as in effect now or as the
same may hereafter be in effect. Borrower is not engaged in the business of
extending credit for the purpose of purchasing or carrying margin stock as
one of its important activities and none of the proceeds of the Loan will be
used directly or indirectly for such purpose.
3.14 CONTINUING REPRESENTATIONS. These representations shall be
considered to have been made again at and as of the date of each disbursement
of the Loan and shall be true and correct as of such date or dates.
SECTION 4. AFFIRMATIVE COVENANTS
Until the Note and all sums payable pursuant to this Agreement or
any other of the Loan Documents have been paid in full, unless Bank waives
compliance in writing, Borrower agrees that:
4.1 USE OF PROCEEDS. Borrower will use the proceeds of the Loan
only as provided in subsection 1.4 above.
4.2 PAYMENT OF OBLIGATIONS. Borrower will pay and discharge
promptly all taxes, assessments and other governmental charges and claims
levied or imposed upon it or its property, or any part thereof, provided,
however, that Borrower shall have the right in good faith to contest any such
taxes, assessments, charges or claims and, pending the outcome of such
contest, to delay or refuse payment thereof provided that adequately funded
reserves are established, as determined by Borrower, by it to pay and
discharge any such taxes, assessments, charges and claims.
4.3 MAINTENANCE OF EXISTENCE. Borrower will maintain and
preserve its existence and assets and all rights, franchises, licenses and
other authority necessary for the conduct of its business and will maintain
and preserve its property, equipment and facilities in good order, condition
and repair. Bank may, at reasonable times, visit and inspect any of the
properties of Borrower.
4.4 RECORDS. Borrower will keep and maintain full and accurate
accounts and records of its operations according to generally accepted
accounting principles and will permit Bank to have access thereto, to make
examination and photocopies thereof, and to make audits during regular
business hours.
4.5 INFORMATION FURNISHED. Borrower will furnish to Bank:
(a) Within forty-five (45) days after the close of each
fiscal quarter, except for the final quarter of each fiscal year, its
unaudited balance sheet as of the close of such fiscal quarter, its unaudited
income and expense statement with supportive schedules and statement of
retained earnings for that fiscal quarter, prepared in accordance with
generally accepted accounting principles;
(b) Within ninety (90) days after the close of each fiscal
year, a copy of its statement of financial condition including at least its
balance sheet as of the close of such fiscal year, its income and expense
statement and retained earnings statement for such fiscal year, examined and
prepared on an audited basis by independent certified public accountants
selected by Borrower and reasonably satisfactory to Bank, in accordance with
generally accepted accounting principles applied on a basis consistent with
that of the previous year;
(c) Borrower agrees to deliver or cause to be delivered to
Bank, as soon as available and in any event within ninety (90) days after the
end of each fiscal year, a copy of the financial statement of Educational
Insights U.K. for such fiscal year.
Page 15 of 20 sequentally numbered pages
(d) At Bank's request, as soon as available, copies of
such financial statements and reports as Borrower may file with any state or
federal agency, including all state and federal income tax returns;
(e) Such other financial statements and information as Bank
may reasonably request from time to time;
(f) In connection with each financial statement provided
hereunder, a statement executed by authorized signer of Borrower, certifying
that no default has occurred and no event exists which with notice or the
lapse of time, or both, would result in a default hereunder;
(g) Prompt written notice to Bank of all events of default
under any of the terms or provisions of this Agreement or of any other
agreement, contract, document or instrument entered, or to be entered into
with Bank; and of any litigation which, if decided adversely to Borrower,
would have a material adverse effect on Borrower's financial condition; and
of any other matter which has resulted in, or is likely to result in, a
material adverse change in its financial condition or operations; and
(h) Prior written notice to Bank of any changes in
Borrower's officers and other senior management; Borrower's name; and
location of Borrower's assets, principal place of business or chief executive
office; and
(I) Within thirty (30) days after each fiscal year end, a
copy of Borrower's accounts receivable aging. Borrower will permit Bank to
audit Bank's collateral upon reasonable notice and during regular business
hours.
4.6 TANGIBLE NET WORTH. Borrower will at all times
maintain Tangible Net Worth of not less than Twenty-Two Million Dollars
($22,000,000). "Tangible Net Worth" shall mean net worth increased by
indebtedness of Borrower subordinated to Bank and decreased by patents,
licenses, trademarks, trade names, goodwill and other similar intangible
assets, organizational expenses, and monies due from affiliates (including
officers, shareholders and directors).
4.7 DEBT TO TANGIBLE NET WORTH. Borrower will at all times
maintain a ratio of total liabilities to tangible net worth of not greater
than 1.0:1.0.
4.8 PROFITABILITY. Borrower will maintain its net profit, after
provision for income taxes, at not less than One Million Dollars ($1,000,000)
for any fiscal year.
4.9 QUICK RATIO. Borrower shall maintain at all times a ratio
of cash, accounts receivable and marketable securities to current liabilities
of not less than 1.0:1.0 as such terms are defined by generally accepted
accounting principles.
4.10 INSURANCE. Borrower will keep all of its insurable
property, real, personal or mixed, insured by companies and in amounts
approved by Bank against fire and such other risks, and in such amounts, as
is customarily obtained by companies conducting similar business with respect
to like properties. Borrower will furnish to Bank statements of its
insurance coverage, will promptly furnish other or additional insurance
deemed reasonable by and upon reasonable request of Bank, and to the extent
that such insurance may be available and hereby assigns to Bank, as security
for Borrower's obligations to Bank, the proceeds of any such insurance.
Prior to any disbursement of the Loan, Bank will be named loss payee on all
policies insuring collateral and such policies shall require at least ten
(10) days' written notice to Bank before any policy may be altered or
canceled. Borrower will maintain adequate worker's compensation insurance
and adequate insurance against liability for damage to persons or property.
4.11 ADDITIONAL REQUIREMENTS. Borrower will promptly, upon
demand by Bank, take such further action and execute all such additional
documents and instruments in connection with this Agreement as Bank in its
reasonable discretion deems necessary, and promptly supply Bank with such
Page 16 of 20 sequentally numbered pages
other information concerning its affairs as Bank may reasonably request from
time to time.
4.12 LITIGATION AND ATTORNEYS' FEES. Borrower will pay promptly
to Bank upon demand, reasonable attorneys' fees (including but not limited to
the reasonable estimate of the allocated costs and expenses of in-house legal
counsel and legal staff) and all costs and other expenses paid or incurred by
Bank in collecting, modifying or compromising the Loan or in enforcing or
exercising its rights or remedies created by, connected with or provided for
in this Agreement or any of the Loan Documents, whether or not an
arbitration, judicial action or other proceeding is commenced. If such
proceeding is commenced, only the prevailing party shall be entitled to
attorneys' fees and court costs.
4.13 BANK EXPENSES. Borrower will pay or reimburse Bank for all
costs, expenses and fees incurred by Bank in preparing and documenting this
Agreement and the Loan, and all amendments and modifications thereof,
including but not limited to all filing and recording fees, costs of
appraisals, insurance and attorneys' fees, including the reasonable estimate
of the allocated costs and expenses of in-house legal counsel and legal staff.
4.14 REPORTS UNDER PENSION PLANS. Borrower will furnish to Bank,
as soon as possible and in any event within 15 days after Borrower knows or
has reason to know that any event or condition with respect to any defined
benefit pension plans of Borrower described in Section 3 above has occurred,
a statement of an authorized officer of Borrower describing such event or
condition and the action, if any, which Borrower proposes to take with
respect thereto.
SECTION 5. NEGATIVE COVENANTS
Until the Note and all other sums payable pursuant to this
Agreement or any other of the Loan Documents have been paid in full, unless
Bank waives compliance in writing, Borrower agrees that:
5.1 ENCUMBRANCES AND LIENS. Borrower will not create, assume
or suffer to exist any mortgage, pledge, security interest, encumbrance, or
lien (other than for taxes not delinquent and for taxes and other items being
contested in good faith) on property of any kind, whether real, personal or
mixed, now owned or hereafter acquired, or upon the income or profits
thereof, except to Bank and except for minor encumbrances and easements on
real property which do not affect its market value, and except for existing
liens on Borrower's personal property and future purchase money security
interests encumbering only the personal property purchased. All of such
permitted personal property liens shall not exceed, in the aggregate, Two
Hundred Fifty Thousand Dollars ($250,000) at any time.
5.2 FREE OF LIENS. All material Inventory is and shall remain
free from all liens, claims, encumbrances and purchase money security
interests, except those in favor of or approved in writing by Bank.
5.3 BORROWINGS. Borrower will not sell, discount or otherwise
transfer any account receivable or any note, draft or other evidence of
indebtedness, except to Bank or except to a financial institution at face
value for deposit or collection purposes only and without any fee other than
fees normally charged by the financial institution for deposit or collection
services.
5.4 SALE OF ASSETS, LIQUIDATION OR MERGER. Borrower will
neither liquidate nor dissolve nor enter into any consolidation, merger,
partnership or other combination, nor convey, nor sell, nor lease all or the
greater part of its assets or business, nor purchase or lease all or the
greater part of the assets or business of another not in excess of One
Million Dollars ($1,000,000) per year.
5.5 LOANS, ADVANCES AND GUARANTIES. Borrower will not, except
in the ordinary course of business as currently conducted, make any loans or
advances, become a guarantor or surety, pledge its credit or properties in
any manner or extend credit not in excess of One Million Dollars ($1,000,000)
per year.
Page 17 of 20 sequentally numbered pages
5.6 INVESTMENTS. Borrower will not purchase the debt or equity
of another person or entity except for savings accounts and certificates of
deposit of Bank, direct U.S. Government obligations and commercial paper
issued by corporations with the top ratings of Moody's or Standard & Poor's,
provided all such permitted investments shall mature within one year of
purchase.
5.7 PARENT AND SUBSIDIARY PROPERTY. Borrower will not transfer
any property at less than cost to its parent or any affiliate of its parent,
except for value received in the normal course of business as business would
be conducted with an unrelated or unaffiliated entity.
5.8 CAPITAL EXPENDITURES. Borrower will not make capital
expenditures in excess of One Million Five Hundred Thousand Dollars
($1,500,000) in any fiscal year; and shall only make such expenditures as are
necessary for Borrower in the conduct of its ordinary course of business.
Expenditures as used in this subsection shall include the current expense
portion of all leases whether or not capitalized and shall also include the
current portion of any debt used to finance capital expenditures.
5.9 LEASE OBLIGATIONS. Borrower will not incur new lease
obligations as lessee which would result in aggregate lease payments for any
fiscal year exceeding One Hundred Thousand Dollars ($100,000). Each said
lease shall be of equipment or real property needed by Borrower in the
ordinary course of its business.
SECTION 6. EVENTS OF DEFAULT
The occurrence of any of the following events ("Events of
Default") shall terminate any obligation on the part of Bank to make or
continue the Loan and automatically, unless otherwise provided under the
Note, shall make all sums of interest and principal and any other amounts
owing under the Loan immediately due and payable, without notice of default,
presentment or demand for payment, protest or notice of nonpayment or
dishonor, or any other notices or demands:
6.1 Borrower shall default in the due and punctual payment of
the principal of or the interest on the Note or any of the other Loan
Documents; or
6.2 Any default shall occur under the Note; or
6.3 Borrower shall default in the due performance or
observance of any covenant or condition of the Loan Documents; or
6.4 Any guaranty or subordination agreement required hereunder
is breached or becomes ineffective, or any Guarantor or subordinating
creditor dies, disavows or attempts to revoke or terminate such guaranty or
subordination agreement; or
6.5 There is a change in ownership whereas Xxxxxx Xxxxxx,
Xxx Xxxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxxx Xxxxxx, Xxxxx Xxxxxx Xxxxx and Xxxxx
Xxxxxx Xxxxxxx, and children thereof collectively own or control of less than
fifty-one percent (51%) or more of the issued and outstanding stock of
Borrower.
SECTION 7. MISCELLANEOUS PROVISIONS
7.1 ADDITIONAL REMEDIES. The rights, powers and remedies given
to Bank hereunder shall be cumulative and not alternative and shall be in
addition to all rights, powers and remedies given to Bank by law against
Borrower or any other person, including but not limited to Bank's rights of
setoff or banker's lien.
7.2 NONWAIVER. Any forbearance or failure or delay by Bank in
exercising any right, power or remedy hereunder shall not be deemed a waiver
thereof and any single or partial exercise of any right, power or remedy
shall not preclude the further exercise thereof. No waiver shall be
effective unless it is in writing and signed by an officer of Bank.
Page 18 of 20 sequentally numbered pages
7.3 INUREMENT. The benefits of this Agreement shall inure to
the successors and assigns of Bank and the permitted successors and assignees
of Borrower, and any assignment by Borrower without Bank's consent shall be
null and void.
7.4 APPLICABLE LAW. This Agreement and all other agreements and
instruments required by Bank in connection therewith shall be governed by and
construed according to the laws of the State of California.
7.5 SEVERABILITY. Should any one or more provisions of this
Agreement be determined to be illegal or unenforceable, all other provisions
nevertheless shall be effective. In the event of any conflict between the
provisions of this Agreement and the provisions of any note or reimbursement
agreement evidencing any indebtedness hereunder, the provisions of such note
or reimbursement agreement shall prevail.
7.6 INTEGRATION CLAUSE. Except for documents and instruments
specifically referenced herein, this Agreement constitutes the entire
agreement between Bank and Borrower regarding the Loan and all prior
communications verbal or written between Borrower and Bank shall be of no
further effect or evidentiary value.
7.7 CONSTRUCTION. The section and subsection headings herein
are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof.
7.8 AMENDMENTS. This Agreement may be amended only in writing
signed by all parties hereto.
7.9 COUNTERPARTS. Borrower and Bank may execute one or more
counterparts to this Agreement, each of which shall be deemed an original,
but when together shall be one and the same instrument.
SECTION 8. SERVICE OF NOTICES
8.1 Any notices or other communications provided for or allowed
hereunder shall be effective only when given by one of the following methods
and addressed to the respective party at its address given with the
signatures at the end of this Agreement and shall be considered to have been
validly given: (a) upon delivery, if delivered personally; (b) upon receipt,
if mailed, first class postage prepaid, with the United States Postal
Service; (c) on the next business day, if sent by overnight courier service
of recognized standing; and (d) upon telephoned confirmation of receipt, if
telecopied.
8.2 The addresses to which notices or demands are to be given
may be changed from time to time by notice delivered as provided above.
Page 19 of 20 sequentally numbered pages
THIS AGREEMENT is executed on behalf of the parties by duly
authorized officers as of the date first above written.
UNION BANK OF CALIFORNIA, N.A.
By: Xxxx Xxxxx /s/
Title: Vice President
By:
Title:
Address: Harbor Gateway Commercial Banking Office
000 Xxxx 000xx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Xxxxxx Xxxx, Vice President
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
EDUCATIONAL INSIGHTS, INC.
By: Xxxxxxx X. Xxxxxx /s/
Title: Controller
Address: Educational Insights, Inc.
00000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
