SECURITY AGREEMENT
This Security Agreement is made and entered into as of December 30, 1998 by
and among Audio Book Club, Inc., a Florida corporation ("ABC"), Classic Radio
Holding Corp., a Delaware corporation and wholly-owned subsidiary of ABC
("Holding Corp"), and Classic Radio Acquisition Corp., a Delaware Corporation
and an indirect wholly-owned subsidiary of ABC ("Acquisition Corp.", and
together with ABC and Holding Corp., the "Companies"), each with its principal
office at 00 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, on the one hand, and
Xxxxxx Xxxxxxx, an individual with an address at 0000 Xxxxxxxxx Xxxxxxxxx, X.X.
, Xxxxx 000, X.X. Xxx 0000, Xxxx Xxxxx, Xxxxxxx 00000 (the "Secured Party"), on
the other hand. The Companies and the Secured Party are collectively referred to
hereinafter as the "Parties".
W I T N E S S E T H:
WHEREAS, ABC has issued to the Secured Party its 9% Convertible Senior
Subordinated Promissory Note Due December 31, 2004 in the principal amount of
$15,000,000 (the "Note") and Holding Corp. and Acquisition Corp. have executed
and delivered to Secured Party that certain Subsidiary Guaranty dated as of the
date hereof (the "Guaranty") whereby Holding Corp. and Acquisition Corp. have
guaranteed all obligations of ABC under the Note;
WHEREAS, pursuant to the terms of that certain Plan and Agreement of Merger
and Supplemental Agreement each dated as of December 11, 1998 (the "Merger
Agreement"), Xxxxx Xxxxxxx, Inc. ("RSI"), an Illinois corporation wholly-owned
by Xxxx Xxxxx ("Amari") has been merged with and into Holding Corp. and in
partial consideration therefor ABC has entered into a Put Agreement dated as of
December 11, 1998 with Amari (the "Put Agreement") providing Amari with
certain "put" rights with respect to shares of ABC's common stock, no par value,
issued pursuant to the terms of the Merger Agreement (the "ABC Shares"); and
WHEREAS, the Companies have granted a security interest to Amari (the
"Amari Security Interest") in their right, title and interest in and to the
assets of Holding Corp. that were acquired in the merger with RSI, as well as
the assets of Acquisition Corp. that were acquired from Buffalo Productions,
Inc., an Illinois corporation wholly-owned by Amari, and the fifty (50%) percent
interest in a Joint Venture with Xxxx Xxxxxxx Associates which was acquired from
Amari, which assets are set forth on Schedule 1 attached hereto (the "Classic
Radio Assets").
WHEREAS, as an inducement to the Secured Party to purchase the Note from
ABC, the Companies have agreed to grant to the Secured Party a security interest
in their right, title and interest in and to the Classic Radio Assets on the
terms set forth herein.
NOW, THEREFORE, in consideration of the foregoing and upon the terms and
conditions hereinafter set forth, the Parties agree as follows:
1. Grant of Security Interests in Collateral.
To secure the Companies' prompt payment when due of all principal and
interest and all other amounts payable under the Note and the Guaranty and
performance of all other obligations of the Companies under the Note and
the Guaranty (collectively, the "Obligations") and for $1.00 and other
consideration, receipt of which is hereby acknowledged, the Companies
hereby grant to the Secured Party a continuing second lien security
interest (the "Second Lien") in all present Classic Radio Assets and all
accretions thereto and products, proceeds and replacements and
substitutions thereof, including but not limited to the assets and
properties described on Schedule 1 attached hereto (the "Collateral") to
the extent of the Obligations. The Second Lien shall be junior and
subordinate to the security interests of Fleet National Bank, as
administrative agent, and the
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lenders under the Credit Agreement dated as of the date hereof (as amended,
modified or supplemented from time to time, the "Credit Agreement") by and
among ABC, Fleet National Bank, as administrative agent, and such other
lenders from time to time party to the Credit Agreement, (the "Senior
Obligations", which term shall include, without limitation, all principal,
interest (including post-petition), fees, costs and expenses whether or not
currently contemplated), and senior and prior in all respects to the Amari
Security Interest. Persons at any time having or acquiring any right or
interest in any of the Senior Obligations shall hereafter be referred to as
the "Senior Parties". Notwithstanding the foregoing, the Second Lien shall
not be subordinate to any other security interest in the Collateral
hereafter granted by the Companies other than to the Senior Parties,
including, without limitation, any security interest granted to selling
third parties in consideration for the sale of assets or securities of such
selling third parties to one of the Companies or in connection with the
merger or consolidation of another company with and into one of the
Companies. Subject to the provisions of the Note and the Credit Agreement,
the Companies shall be free to sell the Collateral (excluding the proceeds
thereof) in the ordinary course of business without restriction. However, a
sale in the ordinary course of business does not include a transfer in
partial or total satisfaction of a debt or any bulk sale.
2. Subordination of Lien.
(a) Limitation on Exercise of Certain Rights Upon Default. Upon the
occurrence of any Event of Default (as hereinafter defined) hereunder,
prior to the payment and satisfaction in full of the Senior Obligations,
the Secured Party shall take no action with respect to the Collateral or
exercise any rights as a secured party, including, without limitation,
giving notice of foreclosure or effecting foreclosure or giving notice to
obligors with respect to the Collateral, unless (i) authorized in writing
by the Senior Parties holding a majority in dollar amount of Senior
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Obligations, or (ii) one or more of the Senior Parties has declared a
default against one or more of the Companies with respect to the Senior
Obligations and has initiated an action(s) with respect to some or all of
the Collateral. The Secured Party agrees not to oppose, interfere with or
otherwise attempt to prevent the Senior Parties from enforcing their liens
and security interests in the Collateral or otherwise realizing on the
Collateral. So long as any of the Senior Obligations shall remain unpaid to
Senior Parties, Senior Parties may at all times, in their sole discretion,
subject to the provisions of the Senior Obligations and the Security
Agreement securing the Senior Obligations, exercise any and all powers and
rights, including, without limitation, the right to foreclose or otherwise
realize upon the Collateral, that Senior Parties now have or hereafter may
acquire with respect to any of the Collateral, whether or not in their
possession, nor shall any of the Senior Parties have any liability to the
Secured Party for any action taken or failure to act with respect to any of
such Collateral in their possession beyond the exercise of reasonable care
to assure the safe custody thereof.
In connection therewith, the Secured Party hereby irrevocably appoints
Fleet National Bank, and its successors and assigns, on behalf of itself
and the other Senior Parties, as Secured Party's lawful attorney-in-fact
with full power and authority for it and in its name to make, execute and
acknowledge, publish, file, record and swear to the execution,
acknowledgment, filing and/or recordation, as applicable, of any and all
documents, including, without limitation, Uniform Commercial Code
termination statements, real estate mortgage satisfactions and stock powers
relating to the security interest of the Secured Party, all as Fleet
National Bank (and its successors and assigns), in its sole discretion,
shall deem necessary, appropriate and/or advisable following the occurrence
of a default and acceleration of any of the Senior Obligations with respect
to the enforcement and administration of the Senior Obligations and the
furtherance of the collection thereof; provided, however, that Fleet
National Bank (and its successors and assigns) shall take no
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action with respect to the termination of the Secured Party's rights
hereunder without prior notification to the Secured Party. The Secured
Party hereby ratifies and confirms any and all acts or omissions that Fleet
National Bank (and its successors and assigns) may take or fail to take
with respect to the administration and/or enforcement of the Second Lien,
and hereby remises, releases and forever discharges Senior Parties from any
and all claims in connection therewith, except those claims that arise as a
result of the negligence of Senior Parties. The foregoing power of attorney
is coupled with an interest and is irrevocable. The foregoing rights of
Fleet National Bank (and its successors and assigns), on behalf of the
Senior Parties, shall include the right to release and terminate any or all
of the Second Lien, given in connection with a sale or other disposition of
all or any portion of the Collateral to which Senior Parties have
consented. The Secured Party shall on the date hereof execute and deliver
to Fleet National Bank (or its successors or assigns), on behalf of itself
and the other Senior Parties, releases and Uniform Commercial Code
termination instruments, satisfactory in form and substance to Senior
Parties, releasing and terminating in full the Second Lien, which Fleet
National Bank (or its successors or assigns) shall hold in escrow on behalf
of itself and the other Senior Parties, and shall be entitled to release
from escrow and file, record or otherwise cause to become effective, in the
exercise of any of its rights under this subparagraph 2(a). The net amount
received by Senior Parties as a result of their exercise of any of their
rights under this subparagraph 2(a) as proceeds of the payment or
collection of the proceeds of the Second Lien shall be applied to the
Senior Obligations then, or thereafter to become, due and the excess, if
any, shall be remitted to the Secured Party.
(b) Additional Rights of the Senior Parties. Without the consent of or
notice to the Secured Party, the Senior Parties (or any of them) at any
time and from time to time in their sole and absolute discretion may (i)
amend or supplement any document or instrument executed
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by any one or more of the Companies or any subsidiary in connection with
the Senior Obligations; (ii) demand and receive a security interest in or
other lien upon any property or assets of any one or more of the Companies
or any subsidiary to secure the Senior Obligations and sell, exchange,
release or otherwise deal with any property pledged or mortgaged to secure,
or howsoever securing, the Senior Obligations; (iii) exercise or refrain
from exercising any and all powers and rights in respect of the Senior
Obligations against any one or more of the Companies, any subsidiary or
others (including the Secured Party); and (iv) apply any sums by whomsoever
or however realized to the Senior Obligations in any order elected by the
Senior Parties.
(c) Continued Effectiveness of this Agreement. The terms of this
Agreement, the subordination effected hereby, and the rights of Senior
Parties, and the obligations of the Secured Party arising hereunder, shall
not be affected, modified or impaired in any manner or to any extent by:
(i) any amendment or modification of or supplement to any documents
evidencing any of the Senior Obligations or the rights of the Secured
Party, or any instrument or document executed or delivered pursuant to any
of such documents other than this Agreement; (ii) the validity or
enforceability of any of such documents; (iii) any exercise or non-exercise
of any right, power or remedy under or in respect of the Senior Obligations
or any of such instruments or documents referred to in clause (i) above or
in respect of any of the properties or assets now or hereafter constituting
the Collateral, whether or not the Secured Party shall have had notice or
knowledge of any of the foregoing and whether or not it shall have
consented thereto. All references to "Senior Parties" hereunder shall be
deemed to refer to Senior Parties or any of their successors or assigns, or
any other person or entity which hereafter may hold all or any portion of
the Senior Obligations, including, without limitation, any person or entity
that makes any loan, advance or other extension of credit to any of the
Companies the proceeds of which are used, directly or indirectly,
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to pay all or any portion of indebtedness that, at the time of such
payment, constitutes Senior Obligations hereunder, and any such successor,
assign or other person or entity shall be entitled to have the benefit of
and enforce this Agreement, as fully as if it were the signatory hereto in
the place of "Senior Parties", without the necessity of the execution or
delivery of any other instrument or document.
(d) Reinstatement. The provisions of this Section 2 shall continue to
be effective or be reinstated, as the case may be, if at any time any
payment of any of the Senior Obligations is rescinded or must otherwise be
returned by any Senior Party to any one or more of the Companies or any
subsidiary upon the insolvency, bankruptcy or reorganization of any one or
more of the Companies or such subsidiary or otherwise, all as though such
payment had not been made.
(e) Amendments. No amendment, supplement or modification to this
Agreement may be made without consent of all of the Senior Parties.
(f) Reliance; Enforcement. Senior Parties have relied hereon and it is
intended by all parties that the Senior Parties shall be third party
beneficiaries and are entitled directly to enforce their rights hereunder
as if a party hereto.
(g) Right to Payment. The Secured Party agrees that the Senior Parties
are entitled to all payments from the Collateral and all proceeds of the
Collateral prior to payment thereof to the Secured Party and Secured Party
agrees that until all Senior Obligations are paid in full, Secured Party
shall not knowingly receive, accept or retain any direct or indirect
payment from the Collateral or the proceeds thereof and if Secured Party
receives any such payment at any time prior to the payment in full of the
Senior Obligations (including, without limitation, any obligations accruing
after any bankruptcy, insolvency or similar proceeding involving any of the
Companies),
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the Secured Party will promptly upon written request by any of the Senior
Parties deliver such payment (or funds in the amount of such payment) to
the Senior Parties.
(h) Subordination. The subordination set forth above is applicable
irrespective of the time or order of attachment or perfection of any lien
or security interest referred to herein, the time or order of filing of any
financing statement, the acquisition of purchase money or other priority
with respect to any such lien or security interest or the time of giving of
the failure to give notice of the acquisition or expected acquisition of a
purchase money or other security interest.
(i) Intercreditor Agreement. The terms of this Agreement are subject
to the terms and conditions of an Intercreditor Agreement dated as of the
date hereof between Fleet National Bank, as administrative agent for the
Senior Lenders and the Secured Party (the "Intercreditor Agreement"). In
the event of any conflict between the terms of this Section 2 and the terms
of the Intercreditor Agreement, the terms of the Intercreditor Agreement
shall govern.
3. Location of Collateral; Location of Books and Records. The Companies
warrant and covenant that the Collateral and the books and records concerning
the Collateral are and shall be kept at the locations set forth on Schedule 2
attached hereto, which may be amended from time-to-time by the Companies upon
ten (10) days advance prior written notice to the Secured Party.
4. Title.
Except for (i) the security interest hereby granted and (ii) interests of
the Senior Parties in the Collateral, the Companies have and at all times during
the term hereof will retain full title to the Collateral, free and clear of any
lien, security interest, encumbrance, or claim,
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and the Companies will, at their cost and expense, defend any action which may
affect the Secured Party's security interest in, or the Companies' title to, the
Collateral.
5. Financing Statement.
The Companies shall simultaneously execute and file all necessary UCC-1
financing statements in favor of the Secured Party in order for the Secured
Party to perfect and continue its security interest in the Collateral, the
Companies and will pay (or reimburse Secured Party for) the cost of filing fees
for filing the same and will further execute all other instruments or take all
further actions reasonably deemed necessary by the Secured Party for the
perfection and continuation of its security interest in the Collateral and pay
(or reimburse Secured Party for) the cost of filing fees for filing the same.
6. Representations and Warranties of the Companies.
The Companies hereby jointly and severally represent and warrant that this
Security Agreement is a valid and binding obligation of the Companies and is
enforceable in accordance with its terms. The execution and delivery hereof has
been duly authorized by the Board of Directors of each of the Companies, and
neither the execution nor performance of this Security Agreement will conflict
with any other agreement to which the Companies are a party or by which they are
bound.
7. Term.
This Agreement commenced on the date first set forth above and shall only
terminate upon the earlier of (i) termination of the Amari Security Interest,
and (ii) the fulfillment or expiration of all of the Obligations. Such period is
the "Term." Upon a termination of this Agreement and the security interest
granted to the Secured Party hereunder, Secured Party shall execute and deliver
to the Companies UCC-3 termination statements and all other documents or
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instruments and take all further action necessary to release the Second Lien and
all of Secured Party's rights in the Collateral.
8. Change of Place of Business.
Company will provide ten (10) days advance written notice to the Secured
Party in the event of any change of any of the Companies' principal places of
business, or places where the Collateral and records concerning same are kept.
9. Default.
The Companies shall be in default under this Security Agreement on the
happening and during the continuance of one or more of the events or conditions
defined as an Event of Default in the Note (each an "Event of Default").
10. Remedies.
(a) Subject to the provisions of Paragraph 2 above, upon the
occurrence of an Event of Default, the Secured Party shall give the
Companies and the Senior Parties if such Event of Default is continuing,
ten (10) days prior written notice of occurrence of such Event of Default
and an opportunity to cure such default within such ten (10) day notice
period (to the extent such Event of Default is curable). If the Companies
fail to cure such Event of Default within such ten (10) day period, the
Secured Party shall have and may exercise all rights and remedies of a
secured party after default under the Uniform Commercial Code (the "Code"),
at law, in equity or otherwise, with respect to the Collateral, all such
rights and remedies being cumulative, not exclusive and enforceable
alternatively, successively or concurrently; provided, however, that
notwithstanding the foregoing, the Secured Party shall not take any steps
to take possession of, or to liquidate, any Collateral without first
complying with the provisions of Paragraph 2(a).
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(b) Subject to the provisions of Paragraph 2 above, the Secured Party
shall apply the cash proceeds actually received from any sale or other
disposition of the Collateral (i) to the reasonable expenses of retaking,
holding, preparing for sale, selling, leasing and the like, to reasonable
attorneys' fees and all legal, travel and other expenses which may be
incurred by the Secured Party in attempting to collect the Obligations or
enforce this Security Agreement or in the prosecution or defense of any
action or proceeding related to the subject matter of this Security
Agreement; and then (ii) pay to the Secured Party the entire unpaid amount
of the Obligations. The Companies shall remain liable and will pay the
Secured Party on demand any deficiency remaining on the Obligations and the
balance of any expenses unpaid, with any surplus to be paid to ABC, subject
to any duty of the Secured Party imposed by law to the holder of any
subordinate security interest in the Collateral known to the Secured Party.
11. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or by commercial
messenger or courier service, or mailed by registered or certified mail (return
receipt requested) or sent via facsimile (with acknowledgment of complete
transmission) to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):
if to the Companies, to:
Audio Book Club, Inc.
00 Xxxxxxxxx Xxxxx
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000-0000
Attn: Chief Financial Officer
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
with a copy to:
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Xxxxxx Xxxxxxxxxx LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
Telephone No.: (000)000-0000
Facsimile No.: (000) 000-0000
If to the Secured Party, to:
Mr. Xxxxxx Xxxxxxx
0000 Xxxxxxxxx Xxxx., X.X.
Xxxxx 000
X.X. Xxx 0000
Xxxx Xxxxx, XX 00000
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
with a copy to:
Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx, Esq.
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
12. Miscellaneous Provisions.
(a) Parties Bound. This Security Agreement shall be binding on and
inure to the benefit of the Parties and their respective heirs, executors,
administrators, legal representatives, successors, assigns, subsidiaries
and affiliates.
(b) Legal Construction. In case any one or more of the provisions
contained in this Security Agreement shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision hereof
and this Security Agreement shall be construed as if such invalid, illegal,
or unenforceable provision had never been contained herein. Notwithstanding
anything to the contrary herein, nothing contained in this Agreement shall
be deemed to restrict, limit, modify, impair,
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impede or otherwise affect in any manner any of Secured Party's (including
all of his heirs, executors, successors and assigns) rights in, to or under
the Note, it being expressly understood that Secured Party may enforce all
of his rights in, to and under the Note without regard to the terms hereof.
This Agreement shall solely and exclusively relate to Secured Party's
rights in and to the Collateral, and shall not extend to any other
contractual rights he may have.
(c) Prior Agreements Superseded. This Agreement constitutes the sole
and only agreement of the Parties hereto, and supersedes any prior
understandings or written or oral agreements between the parties,
respecting the subject matter hereof.
(d) GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE
LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW
OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A
JURISDICTION OTHER THAN SUCH STATE
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IN WITNESS WHEREOF, the undersigned have executed this Security Agreement
as of the date first above written.
AUDIO BOOK CLUB, INC.
By: /s/ XXXX XXXX
----------------------------------------
Name: Xxxx Xxxx
Title: Executive Vice President
and Chief Financial Officer
CLASSIC RADIO HOLDING CORP.
By: /s/ XXXX XXXX
----------------------------------------
Name: Xxxx Xxxx
Title: Executive Vice President
and Chief Financial Officer
CLASSIC RADIO ACQUISITION CORP.
By: /s/ XXXX XXXX
----------------------------------------
Name: Xxxx Xxxx
Title: Executive Vice President
and Chief Financial Officer
/s/ XXXXXX XXXXXXX
---------------------------------
XXXXXX XXXXXXX
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SCHEDULE 1
COLLATERAL
The "Collateral" shall include, without limitation, all right, title and
interest in and to all of the following assets and properties:
1. All of the assets and properties acquired (by way of merger) from Xxxxx
Xxxxxxx, Inc. ("RSI"), as described in Section 4.7 of the Supplemental
Agreement between RSI and the Xxxx Xxxxx, on the one hand, and ABC and
Holding Corp., on the other hand (the "Supplemental Agreement"), entered
into as of December 11, 1998, including but not limited to the assets and
properties described on Schedule 4.7 to the Supplemental Agreement
(collectively, the "RSI Assets");
2. All of the assets and properties of Buffalo Productions, Inc. ("BPI")
acquired from BPI, as described in Section 2.1 of the Asset Purchase
Agreement between BPI, on the one hand, and ABC and Acquisition Corp., on
the other hand, entered into as of December 11, 1998 (collectively, the
"BPI Assets"); and
3. The fifty percent (50%) interest in the OTR Series Joint Venture with Xxxx
Xxxxxxx Associates, Inc. pursuant to the OTR Series Joint Venture Agreement
dated January 1, 1998, acquired by Classic Radio Acquisition Corp. from
Xxxx Xxxxx pursuant to the Joint Venture Purchase Interest and Assignment
Agreement entered into on December 11, 1998 (the "JV Interest").
4. Without limiting the generality of sections 1, 2, and 3 above, all of the
following assets with respect to or arising from the RSI Assets, the BPI
Assets and the JV Interest: (a) accounts, chattel paper, tax refunds,
contract rights, leases, leasehold interests, letters of credit,
instruments, documents, documents of title, patents, copyrights,
trademarks, trade names, licenses, goodwill, beneficial interests and
general intangibles; (b) all goods whose sale, lease or other disposition
have given rise to accounts and have been returned to or repossessed or
stopped in transit; (c) certificated and uncertificated securities; (d)
goods, including without limitation consumer goods, machinery, equipment,
farm products, fixtures and inventory; (e) liens, guaranties and other
rights and privileges pertaining to any of the foregoing; (f) monies,
reserves, deposits, deposit accounts and interest or dividends thereon,
cash or cash equivalents; (g) all accessions to the foregoing, and all
litigation proceeds pertaining to the foregoing and all substitutions,
renewals, improvements and replacements of and additions to the foregoing;
(h) all books, records and computer records in any way relating to any of
the foregoing; and (i) all products and proceeds of the foregoing
including, without limitation, proceeds of insurance policies insuring the
foregoing. The terms used herein to identify all property described in (a)
though (i) shall have the same meaning as are assigned to such terms as of
the date hereof in the Illinois Uniform Commercial Code.
SCHEDULE 2
LOCATION OF COLLATERAL
1. 00 Xxxxxxxxx Xxxxx
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000-0000
2. 000 Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
3. Cassette Services, Inc.
000 Xxxxx X. Xxxxxxx Xxx.
Xxxxxxxxx Xxxxxxx, XX 00000
Tel: 000-000-0000
4. Cinram
0000 Xxxxxx Xxxx Xxxx
Xxxxxxxxxx, XX 00000-0000
Tel: 000-000-0000
5. Cinram
0000 Xxxx Xx
Xxxxxxxx, XX 00000
6. Rose Packaging & Design, Inc.
0000 X. Xxxxxx Xxxxxx
Xxxx 0, Xxxxx 000
Xxxxxxxxx, XX 00000
Tel: 000-000-0000
Rose Western
0000 Xxxxxx Xxxxxx
Xxxxx Xx Xxxxxxx, XX 00000
7. The Audio Source, Inc.
0000 Xxxxxx Xx
Xxxxxxxxxx, Xx 00000
Tel: 000-000-0000
8. Global Cassettes
00000 Xxxx Xxxxx Xxxx
Xxxxxxx, XX 00000
Tel: 000-000-0000
