TENDER AND SUPPORT AGREEMENT
Exhibit
2.6
This
Tender and Support Agreement, dated as of July 4, 2009 (this “Agreement”) is among each of
the individuals or entities listed on a signature page hereto (each, a “Shareholder”), and PartnerRe
Ltd., a Bermuda exempted company (“Parent”). Capitalized terms
used but not defined herein have the meanings assigned to them in the
Transaction Agreement (the “Transaction Agreement”) dated
as of the date of this Agreement, between Parent and PARIS RE Holdings Limited,
a Swiss corporation (the “Company”).
WHEREAS,
Shareholders own the shares of common stock of the Company, CHF 4.51 par value
per share (“Company
Shares”) set forth opposite such Shareholder’s name on Schedule A (all
such shares on Schedule A, such Shareholder’s “Schedule A
Shares”).
WHEREAS,
concurrently with the execution and delivery of this Agreement, Parent and the
Company are entering into the Transaction Agreement that provides for, among
other things, (i) the making of an exchange offer (the “Offer”) by a wholly owned
Subsidiary of Parent (“Purchaser”) for all of the
outstanding Company Shares that are not owned by Parent and its Subsidiaries
prior to the commencement of the Offer, after giving effect to the transactions
contemplated by the Securities Purchase Agreement and (ii), provided that Parent
and its Subsidiaries own at least 90% of the outstanding Company Shares
following consummation of the Offer, the merger of the Company with and into
Purchaser immediately thereafter, upon the terms and subject to the conditions
set forth therein.
WHEREAS,
as a condition to Parent’s willingness to enter into the Transaction Agreement
and the Securities Purchase Agreement, Parent has required that each Shareholder
enter into this Agreement.
NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants,
representations, warranties and agreements set forth herein, and intending to be
legally bound, the parties agree as follows:
SECTION
1. Certain Definitions.
The following capitalized terms, as used in this Agreement, shall have the
meanings set forth below:
“beneficial ownership” of any
security by any Person means “beneficial ownership” of such security as
determined pursuant to Rule 13d-3 under the Exchange Act, including all
securities as to which such Person has the right to acquire, without regard to
the 60-day period set forth in such rule. The terms “beneficially owned” and “beneficial owner” shall have
correlative meanings.
“Covered Shares” means, with
respect to any Shareholder, (i) such Shareholder’s Schedule A Shares and (ii)
all Company Shares of which such Shareholder acquires beneficial ownership
during the Agreement Period.
SECTION
2. Agreement to Tender.
Each Shareholder hereby agrees to validly tender or cause to be tendered in the
Offer all of such Shareholder’s Covered Shares pursuant to and in
accordance
with the terms of the Offer as promptly as practicable (but no later than the
close of business on the fifth Business Day) after commencement of the Offer. In
furtherance of the foregoing, each Shareholder shall (i) deliver or cause to be
delivered to Purchaser (A) a tendering order with respect to its Covered Shares
complying with the terms of the Offer, (B) a certificate or certificates
representing such Covered Shares and (C) all other documents or instruments, to
the extent applicable, as are required to be delivered by other shareholders of
the Company pursuant to the terms of the Offer, and/or (ii) instruct its broker
or such other Person that is the holder of record of such Covered Shares to
tender such Covered Shares pursuant to and in accordance with the terms of the
Offer. Each Shareholder agrees that once its Covered Shares are tendered, such
Shareholder will not withdraw or cause to be withdrawn any of such Covered
Shares from the Offer, unless and until this Agreement shall have been
terminated in accordance with Section 11(d). Notwithstanding the foregoing, if a
competing offer is made prior to the settlement of the Offer, each Shareholder
shall be entitled to tender its Covered Shares into such competing offer and to
withdraw from the Offer any Covered Shares previously tendered. On the
commencement date of the Offer, Parent shall notify the Shareholders by email at
the following email addresses of the commencement of the Offer (which email
shall contain a link to the portion of the AMF website with the Offer
Documents): jfrank@ozcap
.com
and xxxxxx.macarchuk
@ozcap.
com.
SECTION
3. Documentation and
Information. Each Shareholder (i) consents to and authorizes the
publication and disclosure by Parent of such Shareholder’s identity and holding
of Company Shares, the nature of such Shareholder’s commitments, arrangements
and understandings under this Agreement (including, for the avoidance of doubt,
the disclosure of this Agreement) and any other information, in each case, that
Parent reasonably determines is required to be disclosed by applicable Law in
any press release, the Offer Documents, the Reply Documents, the S-4, the Proxy
Statement (including all schedules and documents filed with the SEC or the AMF)
or any other disclosure document in connection with the Offer, the Merger and
any transactions contemplated by the Transaction Agreement and the Securities
Purchase Agreement and (ii) agrees as promptly as practical to give to Parent
any information it may reasonably require for the preparation of any such
disclosure documents. Each Shareholder agrees to as promptly as practical notify
Parent of any required corrections with respect to any information supplied by
such Shareholder specifically for use in any such disclosure document, if and to
the extent that any such information shall have become false or misleading in
any material respect. Parent shall provide each Shareholder with a reasonable
opportunity to comment on any such publication or disclosure concerning such
Shareholder and to consider in good faith such Shareholder’s comments thereon
(it being understood that no such comment period shall be required where such
Shareholder has previously reviewed and commented on substantially consistent
disclosure).
SECTION
4. Voting Agreement.
During the period beginning on the date of this Agreement and ending on the
earlier of (x) the final settlement date of the Offer, (y) the agreement of the
parties hereto to terminate this Agreement, and (z) the termination of the
Transaction Agreement in accordance with its terms (the “Agreement Period”), each
Shareholder hereby irrevocably and unconditionally agrees that at any meeting
(whether annual or special and whether or not an adjourned or postponed meeting)
of the holders of Company Shares, however called (each, a “Company Shareholders
Meeting”), or in connection with any written consent of the holders of
Company Shares, each Shareholder shall:
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(b) vote (or
cause to be voted) or deliver a written consent (or cause a written consent to
be delivered) with respect to all of such Shareholder’s Covered Shares, in each
case, to the fullest extent that such Covered Shares are entitled to be voted at
the time of any vote or action by written consent:
(i) in favor
of (A) the resolution and payment of the Share Capital Repayment (C) the
appointment of the Parent Designated Directors (as defined in the Securities
Purchase Agreement) to the Company Board subject to and effective upon the
Closing and (C) the Charter Amendment; and
(ii) against
(A) any action or agreement that would reasonably be expected to frustrate the
purposes of, impede, hinder, interfere with, or prevent or delay or adversely
affect the consummation of the Block Purchase, the Offer or any other
transactions contemplated by the Securities Purchase Agreement or the
Transaction Agreement, (B) any Company Acquisition Proposal and any action in
furtherance thereof, (C) any reorganization, recapitalization or winding-up of
the Company or any other extraordinary transaction involving the Company, or (D)
any action, proposal, transaction or agreement that would reasonably be expected
to result in a breach of any covenant, representation or warranty or any other
obligation or agreement of the Company under the Transaction
Agreement.
SECTION
5. Representations and
Warranties of Each Shareholder. Each Shareholder, severally but not
jointly as to any other Shareholder, represents and warrants to Parent as
follows (it being understood that, except where expressly stated to be given or
made as of the date hereof only, the representations and warranties contained in
this Agreement shall be made as of the date hereof and as of the date of each
Company Shareholders Meeting and the final settlement date of the
Offer):
(a) Organization. Such
Shareholder, if it is a corporation, partnership, limited liability company, trust or other
entity, is duly organized and validly existing and in good standing under the
laws of the jurisdiction of its organization.
(b) Authorization. Such
Shareholder has full corporate, limited liability company, partnership or trust
power and authority to execute and deliver this Agreement and to perform its
obligations hereunder. The execution and delivery by each Shareholder of this
Agreement and the consummation by each Shareholder of the transactions
contemplated hereby have been duly authorized by all necessary action on the
part of such Shareholder. This Agreement has been duly executed and delivered by
such Shareholder and constitutes a valid and legally binding obligation of such
Shareholder, enforceable against such Shareholder in accordance with its terms,
subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors’ rights generally and general equitable principles (whether considered
in a proceeding in equity or at law).
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(d) Ownership of Shares. As of
the date hereof, each Shareholder is, and at all times during the Agreement
Period will be a beneficial owner of such Shareholder’s Schedule A Shares. As of
the date hereof, the Schedule A Shares of all Shareholders constitute all of the
Company Shares beneficially owned by the Shareholders. Each Shareholder has, and
at all times during the Agreement Period will have, with respect to such
Shareholder’s Covered Shares, either (i) the sole power, directly or indirectly,
to vote or dispose of such Covered Shares or (ii) the shared power, directly or
indirectly, to vote or dispose of such Covered Shares together with (but only
with) one or more other Shareholders, and as such has, and at all times during
the Agreement Period will have, the complete and exclusive power, individually
or together with one or more other Shareholders, to, directly or indirectly, (x)
issue (or cause the issuance of) instructions with respect to the matters set
forth in Section 4 and (y) agree to all matters set forth in this Agreement. As
of the date hereof, with respect to each Shareholder, except as set forth
opposite such Shareholder’s name on Schedule A, such Shareholder’s Schedule A
Shares are issued and outstanding and entitled to be voted at the Company
Shareholder Meeting and such Shareholder does not beneficially own any warrants,
options or other rights to acquire any Company Shares. Each Shareholder’s
Schedule A Shares and all other Company Shares of which such Shareholder
acquires beneficial ownership during the Agreement Period shall at all times be
free and clear of Liens, proxies, powers of attorney, voting trusts, options,
rights of first offer or refusal or agreements (other than any Liens or proxy
created by this Agreement). Except as provided in this Agreement, there are no
agreements or arrangements of any kind, contingent or otherwise, to which such
Shareholder is a party obligating such Shareholder to Transfer, or cause to be
Transferred, any of such Shareholder’s Covered Shares. Except pursuant to this
Agreement and the Transaction Agreement, no Person has any contractual or other
right or obligation to purchase or otherwise acquire any of such Shareholder’s
Covered Shares.
(e) Absence of Litigation. With
respect to any Shareholder, as of the date hereof, there is no action, suit,
investigation or proceeding pending against, or, to the knowledge of such
Shareholder, threatened against or affecting, such Shareholder or any of its
properties or assets (including such Shareholder’s Covered Shares) that could
reasonably be expected to impair the ability of such Shareholder to perform its
obligations hereunder or to consummate the transactions contemplated hereby on a
timely basis.
(f) Opportunity to Review;
Reliance. Each Shareholder has had the opportunity to review this Agreement,
the Securities Purchase Agreement and the Transaction Agreement
with
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(g) Finders’ Fees. No investment
banker, broker, finder or other intermediary is entitled to a fee or commission
from Parent or the Company in respect of this Agreement based upon any
arrangement or agreement made by or on behalf of such Shareholder in its
capacity as such.
SECTION
6. Representations and
Warranties of Parent. Parent represents and warrants to each Shareholder,
as of the date hereof and as of the date of each Company Shareholders Meeting
and the final settlement date of the Offer, that it has full corporate or other
power and authority to execute and deliver this Agreement and, subject to
obtaining the Parent Shareholder Approvals, to perform its obligations
hereunder. The execution and delivery by Parent of this Agreement and the
consummation by Parent of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of Parent. This Agreement has
been duly executed and delivered by Parent and constitutes a valid and legally
binding obligation of Parent, enforceable against Parent in accordance with its
terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors’ rights generally and general equitable principles (whether considered
in a proceeding in equity or at law). As of the date hereof, there is no action,
suit, investigation or proceeding pending against, or, to the knowledge of
Parent, threatened against or affecting, Parent or any of its properties or
assets that could reasonably be expected to impair the ability of such Parent to
perform its obligations hereunder or to consummate the transactions contemplated
hereby on a timely basis.
SECTION
7. No Proxies for or
Encumbrances on Covered Shares. (a) Except as agreed in writing by
Parent, during the Agreement Period, no Shareholder shall (nor permit any Person
under such Shareholder’s control or any of its representatives to), without the
prior written consent of Parent, directly or indirectly, (i) grant any proxies,
powers of attorney, rights of first offer or refusal or enter into any voting
trust that would grant any Person the right to vote, express consent or dissent,
issue instructions or take any other action with respect to any of such
Shareholder’s Covered Shares that would be inconsistent with, or if any such
action were taken by such Shareholder, would constitute a breach by such
Shareholder of, the provisions of Section 4(b) hereof, (ii) sell (including
short sell), assign, transfer, tender, pledge, encumber, grant a participation
interest in, hypothecate or otherwise dispose of (including by gift) (each, a
“Transfer”), (iii)
otherwise permit any Liens to be created on, or (iv) enter into any contract or
agreement, (including any derivative, hedging or other agreement), option or
other arrangement (including any profits sharing arrangement) or understanding
with respect to the direct or indirect Transfer of, any of such Shareholder’s
Covered Shares. No Shareholder shall (nor permit any Person under such
Shareholder’s control or any of its representatives to) seek or solicit any such
Transfer or any such contract or agreement, option or other arrangement or
understanding. Without limiting the foregoing, no Shareholder shall, and shall
not permit any Person under such Shareholder’s control or any of its
representatives to, take any other action that would make any representation or
warranty of such Shareholder contained herein untrue or incorrect in any
material respect or in any way restrict, limit or interfere in any material
respect with the performance of such Shareholder’s obligations hereunder or the
transactions contemplated by the
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(b) No
Shareholder shall (nor permit any Person under such Shareholder’s control or any
of its representatives to) request that the Company register the Transfer
(book-entry or otherwise) of any certificate or uncertificated interest
representing any of such Shareholder’s Covered Shares, unless such Transfer is
made in compliance with this Agreement. Each Shareholder hereby authorizes
Parent to direct the Company to impose stop orders to prevent the Transfer of
any Covered Shares on the books of the Company in violation of this
Agreement.
SECTION
8. Notices of Certain
Events. Each Shareholder shall notify Parent of any development occurring
after the date hereof that causes, or that would reasonably be expected to
cause, any material breach of any of the representations and warranties of such
Shareholder set forth in Section 5.
SECTION
9. Further Assurances.
Parent and each Shareholder will each execute and deliver, or cause to be
executed and delivered, all further documents and instruments and use their
respective reasonable best efforts to take, or cause to be taken, all actions
and to do, or cause to be done, all things necessary, proper or advisable under
Applicable Law and regulations, to perform their respective obligations under
this Agreement.
SECTION
10. Certain
Adjustments. In the event of a stock split, stock dividend or
distribution, or any change in the Company Shares by reason of a stock split,
reverse stock split, recapitalization, combination, reclassification,
readjustment, exchange of shares or the like, the terms “Schedule A Shares” and
“Covered Shares” shall be deemed to refer to and include such shares as well as
all such stock dividends and distributions and any securities into which or for
which any or all of such shares may be changed or exchanged or which are
received in the transaction.
SECTION
11. Miscellaneous. (a)
Notices. All notices,
requests and other communications to any party hereunder shall be in writing
(including facsimile transmission and electronic mail (“e-mail”) transmission, so long
as a receipt of such e-mail is requested and received) and shall be
given,
If to
Parent:
Wellesley
Xxxxx
00 Xxxxx
Xxx Xxxx
Xxxxxxxx
XX
00
Xxxxxxx
Xxxxxxxxx:
Xxxxxx Xxxxxxxxx
Facsimile
No.: (000) 000-0000
E-mail:
xxxxxx.xxxxxxxxx@xxxxxxxxx.xxx
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Xxxxx
Xxxx & Xxxxxxxx LLP
000
Xxxxxxxxx Xxxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxxx X. Xxxxx
Facsimile
No.: (000) 000-0000
E-mail:
xxxxxxx.xxxxx@xxxxxxxxx.xxx
If to a
Shareholder, to its address set forth on a signature page hereto, with a copy
to:
Och-Ziff
Capital Management Group
0 Xxxx
00xx Xxxxxx
00xx Xxxxx
00xx Xxxxx
Xxx Xxxx,
XX 00000
Attention:
General Counsel
Facsimile
No.: (000) 000-0000
E-mail:
xxxxxx.xxxxxxxxx@xxxxx.xxx
or to
such other address or facsimile number as such party may hereafter specify for
the purpose by notice to the other parties hereto. All such notices, requests
and other communications shall be deemed received on the date of receipt by the
recipient thereof if received prior to 5:00 p.m. on a business day in the place
of receipt. Otherwise, any such notice, request or communication shall be deemed
not to have been received until the next succeeding business day in the place of
receipt.
(b) Entire Agreement; No Third Party
Beneficiaries; Amendment. (i) This Agreement constitutes the entire
agreement between the parties with respect to the subject matter of this
Agreement, and supersedes all prior understandings, agreements or
representations, both oral and written, by or among the parties hereto with
respect to the subject matter hereof.
(ii) This
Agreement shall not confer any rights, remedies, benefits, obligations or
liabilities upon any Person or entity other than the parties hereto and their
respective permitted successors and permitted assigns.
(iii) This
Agreement may only be amended by a written instrument executed and delivered by
Parent and the Shareholder who or which is to be party to and bound by such
amendment.
(c) Assignment; Binding Effect.
Neither any Shareholder, on the one hand, nor Parent, on the other hand, may
assign this Agreement or any of its rights, interests or obligations hereunder
(whether by operation of Applicable Law or otherwise) without the prior written
approval of Parent or such Shareholder, as applicable, and any attempted
assignment without such prior written approval shall be void and without legal
effect; provided, however, that each party may
assign its rights hereunder to one or more of its controlled affiliates; it
being understood and agreed that any such assignment shall not relieve such
party of its obligations hereunder. Subject to the preceding sentence, this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective permitted successors and permitted assigns.
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(e) Governing Law. (i) This
Agreement shall be governed by and construed in accordance with the
laws of the State of New York, applicable to contracts made and to be performed
therein.
(f) Jurisdiction. The parties
hereto agree that any suit, action or proceeding seeking to enforce any provision
of, or based on any matter arising out of or in connection with, this Agreement
or the transactions contemplated hereby shall be brought in the United States
District Court for the Southern District of New York, so long as such court
shall have subject matter jurisdiction over such suit, action or proceeding, and
that any cause of action arising out of this Agreement shall be deemed to have
arisen from a transaction of business in the State of New York, and each of the
parties hereby irrevocably consents to the jurisdiction of such court (and of
the appropriate appellate courts therefrom) in any such suit, action or
proceeding and irrevocably waives, to the fullest extent permitted by law, any
objection that it may now or hereafter have to the laying of the venue of any
such suit, action or proceeding in such court or that any such suit, action or
proceeding brought in such court has been brought in an inconvenient forum.
Process in any such suit, action or proceeding may be served on any party
anywhere in the world, whether within or without the jurisdiction of such court.
Without limiting the foregoing, each party agrees that service of process on
such party as provided in Section 11(a) shall be deemed effective service of
process on such party. The parties agree that a final judgment in any such suit,
action or proceeding shall be conclusive and may be enforced in other
jurisdictions in any manner provided by Applicable Law.
(g) WAIVER OF JURY TRIAL. EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(h) Severability. If any term,
provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction or other Governmental Authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such a determination, the parties shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner in order
that the transactions contemplated hereby be consummated as originally
contemplated to the fullest extent possible.
(i) Specific Performance. The
parties hereto agree that irreparable damage would occur if any provision
of this Agreement were not performed in accordance with the specific terms
hereof and that the parties shall be entitled to an injunction or injunctions to
prevent breaches of this Agreement or to enforce specifically the performance of
the terms and
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provisions hereof in the United States District Court for the
Southern District of New York, in addition to any other remedy to which they are
entitled at law or in equity.
(j) Expenses. All costs and
expenses incurred in connection with this Agreement shall be paid by or on behalf
of the party incurring such cost or expense.
(k) Counterparts; Effectiveness.
This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Agreement shall become effective
when each party hereto shall have received a counterpart hereof signed by all of
the other parties hereto. Until and unless each party has received a counterpart
hereof signed by the other party hereto, this Agreement shall have no effect and
no party shall have any right or obligation hereunder (whether by virtue of any
other oral or written agreement or other communication).
(l) Other Definitional and
Interpretative Provisions. The words “hereof”, “herein” and “hereunder” and
words of like import used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement. The captions herein
are included for convenience of reference only and shall be ignored in the
construction or interpretation hereof. References to Articles, Sections and
Schedules are to Articles, Sections and Schedules of this Agreement unless
otherwise specified. All Schedules annexed hereto or referred to herein are
hereby incorporated in and made a part of this Agreement as if set forth in full
herein. Any capitalized terms used in any Schedule but not otherwise defined
therein, shall have the meaning as defined in this Agreement. Any singular term
in this Agreement shall be deemed to include the plural, and any plural term the
singular. Whenever the words “include”, “includes” or “including” are used in
this Agreement, they shall be deemed to be followed by the words “without
limitation”, whether or not they are in fact followed by those words or words of
like import. “Writing”, “written” and comparable terms refer to printing, typing
and other means of reproducing words (including electronic media) in a visible
form. References to any statute shall be deemed to refer to such statute as
amended from time to time and to any rules or regulations promulgated
thereunder. References to any agreement or contract are to that agreement or
contract as amended, modified or supplemented from time to time in accordance
with the terms hereof and thereof. References to any Person include the
successors and permitted assigns of that Person. References from or through any
date mean, unless otherwise specified, from and including or through and
including, respectively. References to “law”, “laws” or to a particular statute
or law shall be deemed also to include any and all Applicable Law.
(m) No Presumption. This
Agreement shall be construed without regard to any presumption or rule
requiring construction or interpretation against the party drafting or causing
any instrument to be drafted.
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The parties hereto have executed this Tender and Support Agreement
as of the date first written above.
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By:
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/s/ Xxxxxx Xxxxxxxxx | ||
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Name:
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Xxxxxx Xxxxxxxxx | ||
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Title:
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Chief Financial Officer | ||
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GORDEL
HOLDINGS LIMITED
By:
OZ Management LP, its Investment Manager
By:
Och-Ziff Holding Corporation, its General Partner
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By:
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/s/
Xxxx
Xxxxx
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Name:
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Xxxx
Xxxxx
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Title:
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Chief
Financial Officer
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Address:
0 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx
Xxxx, XX 00000
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XXXXXXX
XXXXX & CO. PROFIT SHARING MASTER TRUST
By:
OZ Management LP, its Investment Manager
By:
Och-Ziff Holding Corporation, its General Partner
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By:
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/s/
Xxxx
Xxxxx
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Name:
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Xxxx
Xxxxx
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Title:
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Chief
Financial Officer
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Address:
0 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx
Xxxx, XX 00000
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OZ
MASTER FUND, LTD.
By:
OZ Management LP, its Investment Manager
By:
Och-Ziff Holding Corporation, its General Partner
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By:
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/s/
Xxxx
Xxxxx
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Name:
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Xxxx
Xxxxx
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Title:
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Chief
Financial Officer
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Address:
0 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx
Xxxx, XX 00000
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OZ
EUROPE MASTER FUND, LTD.
By:
OZ Management LP, its Investment Manager
By:
Och-Ziff Holding Corporation, its General Partner
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By:
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/s/
Xxxx
Xxxxx
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Name:
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Xxxx
Xxxxx
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Title:
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Chief
Financial Officer
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Address:
0 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx
Xxxx, XX 00000
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