OUTSOURCING SERVICES GROUP, INC
000 Xxxxx Xxxxx Xxxxxx
Xxxx xx Xxxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000 Facsimile: (000) 000-0000
January 1, 1998
CCL INDUSTRIES INC.
000 Xxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx X0X 0X0
Attention: President
CCL INDUSTRIES CORPORATION
000 Xxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx X0X 0X0
Attention: President
Re: Amendment to Share and Asset Purchase Agreement ("Agreement")
Gentlemen:
Our Agreement, dated October 28, 1997, is modified in the
following respects:
1. Purchase Price and Closing. The Purchase Price described in
Section 5.1 shall be $78,000,000, paid by the assumption of any items on
Schedule 5.2 which remain outstanding and the balance in cash. Of this
amount $4.5 million shall be withheld if, on the Funding Date, Kolmar has
not received a binding title commitment insuring its title to the entire
Port Jervis, New York, facility. Such amount shall be paid within two
Business Days of the date such record title is confirmed by the issuance of
a binding title insurance commitment for the property comprising such
facility. Purchaser agrees to use its best efforts to cause its title
insurer to accept a CCL indemnity with respect to such property. The
Closing shall be effective as of the opening of business on January 1,
1998. However, whenever in this Agreement, as amended, an act is to be
performed a specified number of days before or after the "Closing" or the
"Closing Date," the date used to determine the date of such action shall be
the actual date on which the Purchase Price is paid to CCL (the "Funding
Date"), which shall be not later than January 9, 1998.
2. Ownership and Transfer of Shares; Capitalization. Purchaser
acknowledges that, despite the language of the first "Whereas" clause in
the Agreement, the language of Section 3.1, the language in Section 6.3,
and the language of Section 6.5(a), CCL Delaware was on the date the
Agreement was signed only the indirect owner of the Purchased Shares. The
Purchased Shares were actually owned by CCL No. 1 Funding Corp. and CCL No.
2 Funding Corp., each Delaware corporations.
a. CCL and CCL Delaware each covenant and agree to cause
CCL No. 1 Funding Corp. and CCL No. 2 Funding Corp. to be dissolved and
wound-up, so that CCL Delaware may transfer to Purchaser all the Purchased
Shares, free and clear of all Liens.
b. Subsection 6.5(a) of the Agreement is amended to read
as follows:
The authorized capital of Kolmar consists of 52,000 shares of
common stock, no par value, and 500 shares of preferred stock
having a par value of $100.00 per share, of which 5 shares of
common stock are outstanding as fully paid and nonassessable,
and registered in the name of CCL Delaware, free and clear of
all Liens;
c. Subsection 6.5(c) of the Agreement as amended to read
as follows:
The authorized capital of Kolmar Australia consists of 149,900
preference shares, par value $2.00 per share and 1,000 ordinary
shares, par value $0.20 per share of which 25,700 preference
shares and 1,000 ordinary shares are, and will be at the Time of
Closing, issued and outstanding as fully paid and non-assessable
and registered in the name of Kolmar, free and clear of all Liens;
3. Settlement of Cash Accounts. Notwithstanding any other
provision of the Agreement, as modified by this letter:
a. All balances in the bank accounts of the Division,
Kolmar and the Subsidiaries identified on Schedule A will be computed as of
December 31, 1997. After such computation no transfers to CCL or any of
its affiliates or for the benefit of CCL or any of its affiliates will be
made except as provided in Paragraph 4 below.
b. Within forty-five (45) days following the Closing,
Purchaser and CCL shall reconcile the bank accounts and determine the
actual amount of cash or cash equivalent transferred to Purchaser's control
as of the Closing Date (net of $130,000). In performing such
reconciliation (i) the following rates of exchange for conversion into U.S.
dollars shall be used: for Australian dollars, $0.6581, for Mexican pesos,
$0.1239, and for Canadian dollars, $0.6991 and (ii) only deposits made as
of December 31, 1997 shall be considered and any amounts "swept" or
transferred to a CCL account shall not be included. Purchaser or CCL, as
the case may be, shall promptly pay to the other the amount shown to be due
by reason of such reconciliation, it being the intent that Purchaser shall
pay CCL for the net cash received as of December 31, 1997.
4. Funding from January 1, 1998 Forward. From January 1, 1998
through the Funding Date, CCL shall continue to support the working capital
needs of Kolmar, the Subsidiaries and the Division, but shall keep a record
of all funds received from, and advanced on behalf of, Kolmar, the
Subsidiaries and the Division. No funds received from, or advanced to,
Kolmar, the Division or a Subsidiary shall increase or decrease the amount
of the intercompany indebtedness as of December 31, 1997 which shall be
settled pursuant to Paragraph 5 below. All amounts received from, or
advanced to, Kolmar, the Division or a Subsidiary shall be reconciled and
OSG or CCL, as appropriate, shall within 45 days following the Closing pay
the other the excess of the amounts received over the amounts advanced.
5. Settlement of Intercompany Accounts. At the Closing, CCL
shall, in a manner satisfactory to Purchaser, cause the satisfaction,
settlement or payment of all indebtedness owing, as of the close of
business on December 31, 1997, from the Business (including the Division,
Kolmar and the Subsidiaries) to CCL or any affiliate or subsidiary of CCL
which is not Kolmar, the Division or a Subsidiary, except "trade payables."
As used in this paragraph 5, "trade payables" means amounts actually
representing the purchase price of goods sold and delivered to the
Division, Kolmar or a Subsidiary by CCL or one of its affiliates or
subsidiaries (excluding Kolmar and its subsidiaries), and reimbursements
due, in accordance with practice prior to September 27, 1997, for services
paid for by CCL or one of its affiliates or subsidiaries (excluding Kolmar
and its subsidiaries), but rendered for the benefit of the Division, Kolmar
or a Subsidiary. In interpreting this paragraph 5, payments of taxes and
charges for the use of money shall not be regarded as services, and amounts
due in respect thereof shall not be "trade payables." "Trade payables"
owing to the Division, Kolmar and the Subsidiaries from CCL or any of its
other subsidiaries or affiliates shall remain outstanding. For this
purpose, any unearned portion of any insurance charge or premium, including
payments to in-house or "captive" insurance programs, shall be deemed a
trade payable due to CCL and paid within thirty (30) days after the
Closing.
6. Pending Litigation. CCL shall have control or "carriage"
of, and shall retain responsibility to defend, and to pay any amounts
representing judgments or settlements with respect to, all items identified
on Schedule 6.12, provided that no payment shall be due with respect to the
case titled Xxxxxxx X. XxXxxx vs. Kolmar Laboratories, Inc. and CCL
Industries, Inc. unless and until the costs related to such case exceed the
$134,000 reserved therefor on the Kolmar balance sheet as of September 27,
1997. All amounts paid to defend, settle or satisfy any claim arising from
such matters (except for the first $134,000 paid with respect to the XxXxxx
case, which amount shall be paid by Kolmar) shall be paid whether or not
the $750,000 amount of Losses provided in Section 8.5(a) has been exceeded
and shall not be subject to the limit imposed pursuant to Section 8.5(c).
Any failure to pay such amount shall not be treated as a "Loss" under
Article 8 but may be directly claimed and enforced by OSG without regard to
the provisions of Article 8.
7. Subsidiaries. CCL and CCL Delaware agree to transfer all
issued and outstanding shares of Now Plastics, Inc. and Kolmar Warehouse
Incorporated to a CCL affiliate prior to the Funding Date and to indemnify
OSG and Kolmar against any and all Losses related to or arising from or in
connection with the ownership of such Subsidiaries without regard to the
restrictions of Sections 8.5(a) or 8.5(c). CCL confirms that Designed
Cosmetics, Inc. has been wound up and dissolved.
8. Environmental Matters.
a. Section 1.1(o) shall be amended and restated in its
entirety to read as follows:
"Environmental Laws" means all applicable laws in effect on or
prior to the Closing Date which regulate or relate to (i) the
protection or clean up of the environment; (ii) the use,
treatment, storage, transportation, generation, manufacture,
processing, distribution, handling, or disposal of, or emission,
discharge, or other release of Hazardous Substances, or
otherwise dangerous substances, wastes, pollution, or materials
(whether gas, liquid, or solid); or (iii) the preservation or
protection of soil, waterways, ground water, drinking water,
air, wildlife, plants, or other natural resources;
b. Section 1.1(w) shall be amended and restated in its
entirety to read as follows:
"Hazardous Substances" shall mean any substance, material, or
waste that is subject to regulation, control or remediation
under any Environmental Laws, including, but not limited to,
hazardous substances, hazardous wastes, toxic substances,
petroleum substances, pesticides, and pollutants;
c. The introductory phrases of subsections 8.5(a) and
8.5(c) shall be amended to read as follows:
Notwithstanding any other provision of this Agreement, but save
and except in respect of the Offsite Locations and the
Additional Locations . . .
d. Section 8.5(b) shall be amended and restated in its
entirety to read as follows:
In respect of all Losses incurred or expenditures made by the
Purchaser, Kolmar, or any of the Subsidiaries, pursuant to
Environmental Laws, by reason of environmental conditions
existing prior to the Closing Date (save and except in respect
of the Offsite Locations and the Additional Locations) and
whether or not the Threshold Amount has been exceeded, the
Purchaser covenants and agrees to pay or cause to be paid by
Kolmar or the Subsidiaries the first $250,000 in such Losses and
expenditures, and CCL's obligation to indemnify and save
harmless the Purchaser relating to such Losses incurred or
expenditures made relating to Environmental Laws will only arise
when and to the extent that the aggregate Losses and
expenditures of the Purchaser, Kolmar and the Subsidiaries
(including for this purpose Kolmar Canada Inc.) relating to
Environmental Laws exceed $250,000 (with such Losses and
expenditures in an aggregate amount equal to the first $250,000
treated as a deductible and not paid); and
e. Section 9.1(c) shall be amended and restated in its
entirety to read as follows:
Any Losses of any Purchaser Party pursuant to Environmental Laws
("Environmental Losses") (i) that arise in respect of those
properties and facilities listed in Schedule 9.1(A) -
Environmental Matters (formerly Schedule 9.1 and redesignated
Schedule 9.1A) (collectively, such schedule of properties and
facilities are herein referred to as "Locations") or (ii) that
arise in respect of those properties and facilities that are
listed on Schedule 9.1(B) (the "Additional Locations"), provided
that as to the Additional Locations the obligation to indemnify
shall arise only when and to the extent the aggregate Losses and
expenditures of the Purchaser, Kolmar, Kolmar Canada Inc. and
the Subsidiaries relating to the Additional Locations exceed
$500,000 (which shall be treated as a deductible) and the
obligation to indemnify with respect to Environmental Losses
relating to the Additional Locations shall be limited to $12,000,000.
f. Section 9.9(d) shall be amended and restated to read
as follows:
CCL will not have any obligation to indemnify the Purchaser from
and against any Losses arising from or related to Environmental
Laws: (i) which are not asserted or required by a third party
(including government entities) or required to bring a property
into compliance with the Environmental Laws; (ii) which do not
relate to an environmental condition on a Real Property or one
of the Offsite Locations or Additional Locations or required to
bring a property into compliance with Environmental Laws,
(iii) arising with respect to any release or disposal of any
Hazardous Substances by the Purchaser; (iv) resulting directly
or indirectly, from the Purchaser, its employees, contractors,
representatives or agents, voluntarily conducting an
investigation, sampling or monitoring of the Offsite Locations
or Additional Locations after the Closing unless required to do
so by a Governmental Entity; (v) resulting from, directly or
indirectly, any voluntary or involuntary after the Closing
action by or omission of the Purchaser, its employees,
contractors, representatives or agents to accelerate or delay
the timing, to increase the cost or further cause, exacerbate,
contribute to or aggravate the leaking, migration or release of
any hazardous Substances at the Offsite Locations or Additional
Locations or on a Real Property; (vi) in the event the Purchaser
fails to give notice as required by Section 9.4 of this
Agreement prior to, in respect of the Real Property, the fifth
anniversary of the Closing Date. The Purchaser acknowledges and
agrees that nothing contained herein absolves it of any
obligation under any Environmental Laws for Losses arising from
any condition that did not exist as of the Closing Date or with
respect to violations of Environmental Laws by the Purchaser,
its employees, contractors, representatives or agents.
9. Certain Deletions.
a. Section 10.9 of the Agreement is hereby deleted in its
entirety.
b. Subsection 1.1(i) and Subsection 1.1 (kk) and all
references to the Closing Statement of Net Assets and the Reference Pro
Forma Statement of Net Assets are hereby deleted in their entirety.
c. Section 5.2 is hereby deleted in its entirety but
Schedule 5.2 shall remain a part of the Agreement.
10. Certain Additions.
a. CCL agrees not to permit Kolmar de Mexico, S.A. de
C.V. to sell any real estate prior to the Funding Date.
b. CCL agrees to pay all out-of-pocket costs and expenses
relating to the resignation, severance or termination of Xxxxx Xxxxxx and
Xxxxx Xxxx, and not to directly or indirectly charge such amounts to
Kolmar, the Division or a Subsidiary. The $100,000 payment to Xxxxx Xxxx
on January 4, 1998 in consideration of his covenant not to compete shall be
paid $50,000 by Kolmar and $50,000 by CCL, and the portion paid by CCL
shall not be considered as an advance for purposes of paragraph 4 of this
Amendment. Within two business days of the payment of special bonuses to
Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx in an aggregate amount not to exceed
$50,000, CCL shall reimburse Kolmar for such amount.
c. A new sentence shall be added to Section 10.1 as
follows:
CCL agrees not to make any claims, on behalf of itself or any
Subsidiary or Affiliate, against KPMG Peat Marwick which are
based solely on KPMG Peat Marwick allowing Deloitte & Touche LLP
access to the KPMG Peat Marwick work papers pertaining to
Kolmar, the Division and the Subsidiaries.
d. A new sentence shall be added to Section 13.11 as
follows:
Purchaser agrees on behalf of itself and its subsidiaries not to
solicit for employment any of the individuals named on Schedule
13.11A of this Amendment.
e. A new Section 13.13 shall be added to the Agreement,
to read as follows:
13.13 For a period of six years after the Closing Date, CCL
agrees to grant to Purchaser and its representatives reasonable
access to the records of CCL pertaining to the Business, and to
permit the making of copies or extracts from such records, to the
extent needed to file tax returns, respond to inquiries or audits
from tax or other governmental agencies, or to prepare or review
financial statements. All such information shall be used only for
the purpose indicated and shall be preserved as confidential except
as disclosure is required for tax or financial statement purposes.
Nothing in this Section 13.13 is intended to reduce the obligations
of any party under Section 13.12.
11. Conveyance of Division Assets and Assumption of Division
Liabilities. The assets and liabilities to be transferred and assumed
pursuant to Sections 4.1 and 4.3 of the Agreement shall be transferred to
and assumed by Kolmar Canada Inc., a newly formed subsidiary which
Purchaser intends to contribute to Kolmar as of the Closing. Purchaser
guarantees the assumption by Kolmar Canada Inc. of the Assumed Liabilities,
and shall remain directly liable for such assumption. Purchaser represents
and warrants to Sellers that the representations and warranties in Sections
7.1, 7.2 and 7.3 are true, as of the Closing, with respect to Kolmar Canada
Inc. For purposes of Article 8 and Article 9, Kolmar Canada Inc. shall be
a Subsidiary and a part of the Business following the Closing.
To identify the assumed liabilities:
a. The introductory language of Section 4.3 and Subsection
4.3(a) shall be amended to read as follows:
4.3 The Purchaser covenants and agrees to assume and thereafter
discharge, fulfill and perform in accordance with their terms, from and
after the Closing Date, all of the liabilities and obligations of the
Division as of December 31, 1997 and thereafter (except Excluded
Liabilities) including without limitation the following liabilities and
obligations of CCL with respect to the Division (the "Assumed Liabilities"):
(a) all liabilities of the Division related to the
Business included in, reserved against or accrued in
the Division's balance sheet as of December 31, 1997
(b) all liabilities or obligations of CCL under the
Division Contracts and the Assignable Permits;
(c) all employment obligations as provided for in Section
10.7; and
(d) all product warranty obligations as provided in
Section 10.8.
b. CCL shall prepare or cause to be prepared as soon as possible
after the Closing Date, but on or before February 15, 1998 a Division
balance sheet as of December 31, 1997 and the Purchaser covenants and
agrees to provide to CCL all reasonable access to the premises and records
of the Business and all necessary assistance to permit CCL to complete
such balance sheet on a timely basis. The Division balance sheet shall be
prepared from the books and records of the Business in accordance with
GAAP applied on a basis consistent with the preparation of the Financial
Statements, but will use $0.6991 as the rate of exchange for conversion
into U.S. dollars.
c. Purchaser (with assistance from its accountants if desired)
shall have 15 days following the delivery of the Division balance sheet in
which to review the Division balance sheet, and if, in Purchaser's
Accountants' reasonable judgment, the Division balance sheet does not
fairly present the financial position of the Division as at the close of
business on December 31, 1997, Purchaser shall, within such 15 day period,
deliver to CCL a proposed adjustment to the Division balance sheet. CCL
and the Purchaser shall use their best efforts after the delivery of any
adjustment request to agree upon any proposed adjustments to the Division
balance sheet. If unable to agree, CCL or Purchaser may submit in writing
for resolution to Price Waterhouse, Certified Public Accountants (the
"Independent Accountants") any dispute with respect to the Division
balance sheet which has not been resolved. As promptly as practicable, but
in no event later than 30 days after such submission, CCL and Purchaser
shall deliver to the Independent Accountants written submissions in
support of their respective positions with respect to such dispute, and
CCL and the Purchaser shall cause the Independent Accountants to resolve
such dispute based solely on such written submissions without any
independent investigation of the books and records of the Business. The
costs of the Independent Accountants with respect to the Division balance
sheet shall be divided equally between CCL and the Purchaser. The decision
of the Independent Accountants with respect to the Division balance sheet
shall be final and binding on each of the parties hereto.
d. Upon finalization of the Division balance sheet as of
December 31, 1997, the liabilities included in, reserved against or
accrued therein shall be Assumed Liabilities.
12. Matters Related to Possible Encroachment at Barrie
Facility. CCL agrees to make application, at its cost, to the Committee of
Adjustment of the City of Barrie for approval of any non-compliance of the
existing side yard set-back of the Barrie Facility. CCL will expeditiously
make such application and will pursue all available appeals should the
application not be approved. CCL agrees to keep the Purchaser's solicitors
advised as to the status of the application. In the event the application
is successful, then after expiration of the applicable appeal periods (with
no appeals having been filed), CCL shall have no further obligations with
respect to this matter. In the event the application is unsuccessful
(after exhausting all appeals thereof), CCL shall, at its option and at its
cost, either:
a. make such alterations and reconstruction to the side
of the building where such is in violation of the set-back
requirements as may be required to comply with the current zoning by-
law and any applicable minor variances. The plans for such
alterations and reconstruction shall be subject to the prior approval
of the Purchaser, such approval not to be unreasonably withheld. CCL
shall coordinate its construction schedule with the Purchaser (each
party agreeing to act reasonably) and all work will be completed in a
good and workmanlike manner and in such manner as minimizes the
interference with the Purchaser's activities; or
b. CCL shall obtain title insurance in favor of the
Purchaser and any mortgagees from a reputable title insurer licensed
in Canada which specifically insures over the violation of the side
yard set-back and in an amount satisfactory to the Purchaser, acting
reasonably.
13. Additional Real Property Issues.
CCL agrees to forthwith request from the City of Barrie (the
"City") a Quit Claim Deed of the property described as Part 1 on Plan 51R-
27385. If the City agrees to deliver such Quit Claim Deed, CCL will
deliver such to the Purchaser for registration. If the City agrees to
deliver a Quit Claim Deed only of the approximately 6 inch strip at the
west boundary of the lands described in Instrument No. 01173152 (the
"Strip"), CCL will, at its cost, arrange for a new Reference Plan to be
registered describing the Strip and will deliver such Quit Claim Deed to
the Purchaser for registration. If the City has not delivered either Quit
Claim Deed within six (6) months of Closing CCL will, at its cost, arrange
for a new Reference Plan to be registered describing the Strip (or,
alternatively describing separately both the Strip and the remainder of the
Barrie Facility) and will deliver a Correcting Deed to the Purchaser
conveying only such remainder of the Barrie Facility and quit claiming any
interest in the Strip.
14. Miscellaneous.
a. Capitalized terms used in this letter without
definition are used as defined in the Agreement. The term "Agreement" as
used herein and in the Agreement shall mean the initial Agreement as
modified by this Amendment.
b. Any releases executed by the Purchaser, Kolmar or a
Subsidiary in favor of a director of Kolmar or a Subsidiary shall not
release CCL, CCL Delaware or any Affiliate from any obligations under the
Agreement.
c. All references in this letter to sections or
paragraphs are, unless clearly indicated to the contrary, references to
the corresponding sections or paragraphs of the Agreement.
In all other respects, the Agreement is confirmed.
Sincerely,
OUTSOURCING SERVICES GROUP, INC.
By: /s/ Xxxxxx Xxxxxxx
------------------------------
Title: Chief Financial Officer
[SIGNATURE PAGE CONTINUES]
CONFIRMED AND AGREED:
CCL INDUSTRIES INC.
By: Xxx Xxxxxx Dated: January 1, 1998
-------------------------------
Title: Senior VP of Finance and
Administration
CCL INDUSTRIES CORPORATION
By: Xxxxxx Xxxxxxxxx Dated: January 1, 1998
----------------
Title: Treasurer
Accepted by Kolmar Canada Inc. to evidence its agreement to
assume the Assumed Liabilities and accept the Purchased Assets.
KOLMAR CANADA INC.
By: Xxxxx X. Xxxxx Dated: January 1, 1998
--------------------------
Title: Assistant Secretary
Schedule A
Bank Accounts
KOLMAR CANADA:
BANK ACCOUNT
Montreal 0000-0000-000
Xxxxxxxx 0000-0000-000
KOLMAR:
BANK ACCOUNT
Xxxxxx 000-000-0
Xxxxx Fargo 0344-185780
Xxxxx Fargo 0344-220426
Xxxxxx 000-000-0
Xxxxxx 000-000-0
PNC Bank 9190942226
Xxxxxx 000-000-0
Xxxxxx 000-000-0
LA Bank 0762329614
Wilmington Trust 36600-6
Bank of NY 022-4001875
Bank of NY 224-650002
M&I Trust 00-02-7006
MEXICO:
BANK ACCOUNT
Banamex 731555-7
Banamex 731554-9
Bital 4004854-196
Banamex 7461023-5
Banamex 7461018-3
M&I Bank 00300-92546
AUSTRALIA:
BANK ACCOUNT
Westpac 032285550132
AGC 80233107
SCHEDULE 9.1B
1. Imperial Cosmetics, East Stroudsburg, Pennsylvania
2. 00-00 Xxxx Xxxx, Xxxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxxxx
3. 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx
4. Port Jervis, New York, King, Neversink and Skyline Divisions
5. Xxxxxxxxxxxx, Xxxxxx
0. Adirud, Iscalli, Mexico
7. Milwaukee, Wisconsin
8. Other TSD facilities
a. Omega Rec. Services, Whittier, California
b. Casmalia Resources, Casmalia, California
c. AIMCO, Xxxxxx, Ontario
x. Xxxxxx Xxxxxxxx, Xxxxxx, Xxxxxxx
e. RPR Environmental, Stone Creek, Ontario
f. Chem King, Inc., Barrie, Ontario
g. Lynx Environmental, Bowmanville, Ontario
h. Battery Disposal Technology, Xxxxxxxx, New York
i. Chem-Met Services, Inc., Wyandotte, Michigan
x. Xxxxxxx Environmental, Inglewood, California
x. Xxxxxxx Environmental, Barrie, Ontario
l. Pyramid Paint Company, Brooklyn, N.Y.
x. Xxxxx Xxxxxxx Xxxxxxxx, Xxxxx Xxxxxxx, Xxxxxxxxx
n. Environmental Recovery Services, Albury, Australia
o. Liquid Waste Treatment Facility, Lidcomb, Australia
p. Chemical Waste, Silverwater, Australia
SCHEDULE 13.11A
The Hands-Off List provided by CCL is as follows:
Xxxxxxx Xxxxxxxx Xxxxxx Xxxx Xxxxx Xxx
Xxxx Xxxxxxxx Xx Xxxxxxxxxx Xxxxxx Xxxxxx
Xxx Xxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxx
Xxxxx Xxxxxxx Xxx Xxxxxxx Xxxxxx Xxxxxxxx
Xx Xxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxxxx
Xxxxx Xxxxxxxxx Xxx Xxxxxxxxx Xxxxx Xxxxxxxx
Xxxx Xxxx Xxxx Xxxx Xxxx Xxx
Xxxx Xxxxxxx Xx Xxxxxx Xxxxx Xxxxxxxxx
Xxx Xxxxx Xxxx Xxxx Xxxxx Xxxx
Xxxxxx Xxxxx Xxxxxx Xxxxxxx Xxx Xxxx
Xxxx Xxxxxxx Xxxxx Xxxxxx
