PERFORMANCE UNDERTAKING
THIS
PERFORMANCE UNDERTAKING (this
“Undertaking”), dated
as of May 31, 2005, is executed by UNITED RENTALS, INC., a Delaware corporation
(the “Performance
Guarantor”) in
favor of UNITED RENTALS RECEIVABLES LLC II, a Delaware limited liability company
(together with its successors and assigns, “Recipient”).
RECITALS
1. UNITED
RENTALS (NORTH AMERICA), INC., a Delaware corporation, UNITED RENTALS NORTHWEST,
INC., an Oregon corporation, UNITED RENTALS SOUTHEAST, L.P., a Georgia limited
partnership, and UNITED EQUIPMENT RENTALS GULF, L.P. a Texas limited partnership
(collectively, the “Originators”), and
Recipient have entered into a Purchase and Contribution Agreement, dated as of
May 31, 2005 (as amended, restated or otherwise modified from time to time, the
“Purchase
Agreement”),
pursuant to which Originators, subject to the terms and conditions contained
therein, are selling and/or contributing their respective right, title and
interest in their accounts receivable to Recipient.
2. Performance
Guarantor directly or indirectly owns one hundred percent (100%) of the capital
stock of each of the Originators and Recipient, and each of the Originators, and
accordingly, Performance Guarantor, is expected to receive substantial direct
and indirect benefits from their sale or contribution of receivables to
Recipient pursuant to the Purchase Agreement (which benefits are hereby
acknowledged).
3. As an
inducement for Recipient to acquire Originators’ accounts receivable pursuant to
the Purchase Agreement, Performance Guarantor has agreed to guaranty the due and
punctual performance by Originators of their obligations under the Purchase
Agreement.
4. Performance
Guarantor wishes to guaranty the due and punctual performance by Originators of
their obligations to Recipient under or in respect of the Purchase
Agreement.
AGREEMENT
NOW,
THEREFORE, Performance Guarantor hereby agrees as follows:
Section
1. Definitions.
Capitalized terms used herein and not defined herein shall have the respective
meanings assigned thereto in the Purchase Agreement or the Receivables Purchase
Agreement, dated as of May 31, 2005 by and among Recipient, as the Seller, the
Collection Agent, Liberty Street Funding Corporation and Atlantic Asset
Securitization Corp. as Purchasers and The Bank of Nova Scotia and Calyon New
York Branch as Purchaser Agents and as Banks (as amended, restated or otherwise
modified, the “Receivables Purchase Agreement” and together with the Purchase
Agreement, the “Agreements”). In addition:
Beneficiaries: The
Recipient and its permitted assigns.
Guaranteed
Obligations:
Collectively: all covenants, agreements, terms, conditions and indemnities to be
performed and observed by any Originator under and pursuant to the Purchase
Agreement and each other document executed and delivered by any Originator
pursuant to the Purchase Agreement, including, without limitation, the due and
punctual payment of all sums that are or may become due and owing by any
Originator under the Purchase Agreement, whether for fees, expenses (including
counsel fees), indemnified amounts or otherwise, whether upon any termination or
for any other reason.
Section
2. Guaranty
of Performance of Guaranteed Obligations.
Performance Guarantor hereby guarantees to Recipient, the full and punctual
payment and performance by each Originator of its respective Guaranteed
Obligations. This Undertaking is an absolute, unconditional and continuing
guaranty of the full and punctual performance of all Guaranteed Obligations of
each Originator under the Agreements and each other document executed and
delivered by any Originator pursuant to the Agreements and is in no way
conditioned upon any requirement that Recipient first attempt to collect any
amounts owing by any Originator to Recipient, the Purchasers or the Purchaser
Agents from any other Person or resort to any collateral security, any balance
of any deposit account or credit on the books of Recipient, the Purchasers or
the Purchaser Agents in favor of any Originator or any other Person or other
means of obtaining payment. Should any Originator default in the payment or
performance of any of its Guaranteed Obligations, Recipient (or its assigns) may
cause the immediate performance by Performance Guarantor of the Guaranteed
Obligations and cause any payment Guaranteed Obligations to become forthwith due
and payable to Recipient (or its assigns), without demand or notice of any
nature (other than as expressly provided herein), all of which are hereby
expressly waived by Performance Guarantor. Notwithstanding the foregoing, this
Undertaking is not a guarantee of the collection of any of the Receivables and
Performance Guarantor shall not be responsible for any Guaranteed Obligations to
the extent the failure to perform such Guaranteed Obligations by any Originator
results from Receivables being uncollectible on account of the insolvency,
bankruptcy or lack of creditworthiness of the related Obligor; provided that nothing
herein shall relieve any Originator from performing in full its Guaranteed
Obligations under the Agreements or Performance Guarantor of its undertaking
hereunder with respect to the full performance of such duties.
Section
3. Performance
Guarantor’s Further Agreements to Pay.
Performance Guarantor further agrees, as the principal obligor and not as a
guarantor only, to pay to Recipient (and its assigns), forthwith upon demand in
funds immediately available to Recipient, all reasonable costs and expenses
(including court costs and reasonable legal expenses) incurred or expended by
Recipient in connection with the enforcement of this Undertaking, together with
interest on amounts recoverable under this Undertaking from the time when such
amounts become due until payment, at a rate of interest (computed for the actual
number of days elapsed based on a 360 day year) equal to the Calyon Prime Rate
plus 2% per annum, such rate of interest changing when and as the Calyon Prime
Rate changes.
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Section
4. Waivers
by Performance Guarantor.
Performance Guarantor waives notice of acceptance of this Undertaking, notice of
any action taken or omitted by Recipient (or its assigns) in reliance on this
Undertaking, and any requirement that Recipient (or its assigns) be diligent or
prompt in making demands under this Undertaking, giving notice of any Event of
Termination, other default or omission by any Originator or asserting any other
rights of Recipient under this Undertaking. Performance Guarantor warrants that
it has adequate means to obtain from each Originator, on a continuing basis,
information concerning the financial condition of such Originator, and that it
is not relying on Recipient to provide such information, now or in the future.
Performance Guarantor also irrevocably waives all defenses (1) that at
any time may be available in respect of the Guaranteed Obligations by virtue of
any statute of limitations, valuation, stay, moratorium law or other similar law
now or hereafter in effect or (2) that
arise under the law of suretyship, including impairment of collateral. Recipient
(and its assigns) shall be at liberty, without giving notice to or obtaining the
assent of Performance Guarantor and without relieving Performance Guarantor of
any liability under this Undertaking, to deal with each Originator and with each
other party who now is or after the date hereof becomes liable in any manner for
any of the Guaranteed Obligations, in such manner as Recipient in its sole
discretion deems fit, and to this end Performance Guarantor agrees that the
validity and enforceability of this Undertaking, including without limitation,
the provisions of Section
7 hereof,
shall not be impaired or affected by any of the following: (a) any
extension, modification or renewal of, or indulgence with respect to, or
substitutions for, the Guaranteed Obligations or any part thereof or any
agreement relating thereto at any time; (b) any
failure or omission to enforce any right, power or remedy with respect to the
Guaranteed Obligations or any part thereof or any agreement relating thereto, or
any collateral securing the Guaranteed Obligations or any part thereof;
(c) any
waiver of any right, power or remedy or of any Event of Termination or default
with respect to the Guaranteed Obligations or any part thereof or any agreement
relating thereto; (d) any
release, surrender, compromise, settlement, waiver, subordination or
modification, with or without consideration, of any other obligation of any
person or entity with respect to the Guaranteed Obligations or any part thereof;
(e) the
enforceability or validity of the Guaranteed Obligations or any part thereof or
the genuineness, enforceability or validity of any agreement relating thereto or
with respect to the Guaranteed Obligations or any part thereof; (f) the
application of payments received from any source to the payment of any payment
obligations of any Originator or any part thereof or amounts which are not
covered by this Undertaking even though Recipient (or its assigns) might
lawfully have elected to apply such payments to any part or all of the payment
obligations of such Originator or to amounts which are not covered by this
Undertaking; (g)the
existence of any claim, setoff or other rights which Performance Guarantor may
have at any time against any Originator in connection herewith or any unrelated
transaction; (h) any
assignment or transfer of the Guaranteed Obligations or any part thereof; or
(i) any
failure on the part of any Originator to perform or comply with any term of the
Purchase Agreement or any other document executed in connection therewith or
delivered thereunder, all whether or not Performance Guarantor shall have had
notice or knowledge of any act or omission referred to in the foregoing
clauses
(A) through
(I) of this
Section
4.
Section
5. Unenforceability
of Guaranteed Obligations Against Originators.
Notwithstanding
i) any
change of ownership of any Originator or the insolvency, bankruptcy or any other
change in the legal status of any Originator; ii) the
change in or the imposition of any law, decree, regulation or other governmental
act which does or might impair, delay or in any way affect the validity,
enforceability or the payment when due of the Guaranteed Obligations;
iii) the
failure of any Originator or Performance Guarantor to maintain in full force,
validity or effect or to obtain or renew when required all governmental and
other approvals, licenses or consents required in connection with the Guaranteed
Obligations or this Undertaking, or to take any other action required in
connection with the performance of all obligations pursuant to the Guaranteed
Obligations or this Undertaking; or iv) if any
of the moneys included in the Guaranteed Obligations have become irrecoverable
from any Originator for any other reason other than final payment in full of the
payment obligations in accordance with their terms, this Undertaking shall
nevertheless be binding on Performance Guarantor. This Undertaking shall be in
addition to any other guaranty or other security for the Guaranteed Obligations,
and it shall not be rendered unenforceable by the invalidity of any such other
guaranty or security. In the event that acceleration of the time for payment of
any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or
reorganization of any Originator or for any other reason with respect to any
Originator, all such amounts then due and owing with respect to the Guaranteed
Obligations under the terms of the Purchase Agreement, or any other agreement
evidencing, securing or otherwise executed in connection with the Guaranteed
Obligations, shall be immediately due and payable by Performance
Guarantor.
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Section
6. Representations
and Warranties.
Performance Guarantor hereby represents and warrants to Recipient
that:
(a)
Existence
and Standing.
Performance Guarantor is a corporation duly organized, validly existing and in
good standing under the laws of its state of incorporation. Performance
Guarantor is duly qualified to do business and is in good standing as a foreign
corporation, and has and holds all corporate power and all governmental
licenses, authorizations, consents and approvals required to carry on its
business in each jurisdiction in which its business is conducted except where
the failure to so qualify or so hold could not reasonably be expected to have a
Material Adverse Effect.
(b)
Authorization,
Execution and Delivery; Binding Effect. The
execution and delivery by Performance Guarantor of this Undertaking, and the
performance of its obligations hereunder, are within its corporate powers and
authority and have been duly authorized by all necessary corporate action on its
part. This Undertaking has been duly executed and delivered by Performance
Guarantor. This Undertaking constitutes the legal, valid and binding obligation
of Performance Guarantor enforceable against Performance Guarantor in accordance
with their respective terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization or other similar laws relating
to or limiting creditors’ rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law).
(c)
No
Conflict; Government Consent. The
execution and delivery by Performance Guarantor of this Undertaking, and the
performance of its obligations hereunder do not contravene or violate
(1) its
certificate or articles of incorporation or by-laws, (2) any law,
rule or regulation applicable to it, (3) any
restrictions under any agreement, contract or instrument to which it is a party
or by which it or any of its property is bound, except, in any case, where such
contravention or violation could not reasonably be expected to have a Material
Adverse Effect.
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(d)
Taxes.
Performance Guarantor has filed or caused to be filed all United States federal
tax returns and all other tax returns which are required to be filed and have
paid or caused to be paid all taxes due pursuant to said returns or pursuant to
any assessment received by Performance Guarantor or any of its Subsidiaries,
except (i) such taxes, if any, as are being contested in good faith and as to
which adequate reserves have been provided; and (ii) to the extent that the
failure to do so could not reasonably be expected to result in a Material
Adverse Effect. To the Performance Guarantor’s knowledge, no federal or state
tax liens have been filed and no material claims are being asserted with respect
to any such taxes. In any event, any such claims and liens do not aggregate more
than $1,000,000. The charges, accruals and reserves on the books of Performance
Guarantor in respect of any taxes or other governmental charges are
adequate.
(e)
Litigation
and Contingent Obligations. Except
as disclosed in the filings made by Performance Guarantor with the Securities
and Exchange Commission, there are no actions, suits or proceedings pending or,
to the Performance Guarantor’s knowledge threatened against or affecting
Performance Guarantor, in or before any court, arbitrator or other body, that
could reasonably be expected (i) to have a Material Adverse Effect, or (ii) to
adversely affect in any material respect the validity or enforceability of any
of this Undertaking or the rights or remedies of Recipient hereunder.
Performance Guarantor does not have any material Contingent Payment not provided
for or disclosed to Recipient and its permitted assigns as of the date
hereof.
Section
7. Covenants.
Performance Guarantor hereby covenants to Recipient that the 2004 year-end
consolidated financial statements of Performance Guarantor and its consolidated
Subsidiaries will be prepared in accordance with generally accepted accounting
principles consistently applied and will fairly present in all material respects
the consolidated financial condition and results of operations of Performance
Guarantor and its consolidated Subsidiaries as of such date and for the period
ended on such date. The 2004 year-end consolidated financial statements of
Performance Guarantor and its consolidated Subsidiaries will be provided to
Recipient and the Purchaser Agents by June 30, 2005 and in any event no later
than October 1, 2005 without payment of any waiver fee in accordance with the
Receivables Purchase Agreement. Notwithstanding the foregoing, in the event the
due date for delivery of such financials is waived or extended with respect to
the Revolving Loans (as defined in the Credit Agreement) pursuant to the Credit
Agreement and at such time both Calyon New York Branch and The Bank of Nova
Scotia are Revolver Banks thereunder, such waiver or extension will be deemed to
have been made with respect to the delivery of such financials under this
Agreement.
Section
8. Subrogation;
Subordination.
Notwithstanding anything to the contrary contained herein, until the Guaranteed
Obligations are paid in full Performance Guarantor: i) will not
enforce or otherwise exercise any right of subrogation to any of the rights of
Recipient, the Administrative Agent, the Purchaser Agents or the Purchasers
against any Originator, ii) hereby
waives all rights of subrogation (whether contractual, under Section 509 of the
United States Bankruptcy Code, at law or in equity or otherwise) to the claims
of Recipient, the Administrative Agent, the Purchaser Agents or the Purchasers
against any Originator and all contractual, statutory or legal or equitable
rights of contribution, reimbursement, indemnification and similar rights and
“claims” (as that term is defined in the United States Bankruptcy Code) which
Performance Guarantor might now have or hereafter acquire against any Originator
that arise from the existence or performance of Performance Guarantor’s
obligations hereunder, iii) will not
claim any setoff, recoupment or counterclaim against any Originator in respect
of any liability of Performance Guarantor to such Originator and iv) waives
any benefit of and any right to participate in any collateral security which may
be held by Beneficiaries, the Administrative Agent, the Purchaser Agent or the
Purchasers. The payment of any amounts due with respect to any indebtedness of
any Originator now or hereafter owed to Performance Guarantor is hereby
subordinated to the prior payment in full of all of the Guaranteed Obligations.
Performance Guarantor agrees that, after the occurrence of any default in the
payment or performance of any of the Guaranteed Obligations, Performance
Guarantor will not demand, xxx for or otherwise attempt to collect any such
indebtedness of any Originator to Performance Guarantor until all of the
Guaranteed Obligations shall have been paid and performed in full. If,
notwithstanding the foregoing sentence, Performance Guarantor shall collect,
enforce or receive any amounts in respect of such indebtedness while any
Guaranteed Obligations are still unperformed or outstanding, such amounts shall
be collected, enforced and received by Performance Guarantor as trustee for
Recipient (and its assigns) and be paid over to Recipient (or its assigns) on
account of and solely to the extent of such unperformed or outstanding
Guaranteed Obligations without affecting in any manner the liability of
Performance Guarantor under the other provisions of this Undertaking. The
provisions of this Section
7 shall be
supplemental to and not in derogation of any rights and remedies of Recipient
under any separate subordination agreement which Recipient may at any time and
from time to time enter into with Performance Guarantor.
5
Section
9. Termination
of Performance Undertaking.
Performance Guarantor’s obligations hereunder shall continue in full force and
effect until the Outstanding Balance of all Eligible Receivables are finally
paid and satisfied in full and the Facility Termination Date has occurred under
the Receivables Purchase Agreement, provided that this
Undertaking shall continue to be effective or shall be reinstated, as the case
may be, if at any time payment or other satisfaction of any of the Guaranteed
Obligations is rescinded or must otherwise be restored or returned upon the
bankruptcy, insolvency, or reorganization of any Originator or otherwise, as
though such payment had not been made or other satisfaction occurred, whether or
not Recipient (or its assigns) is in possession of this Undertaking. No
invalidity, irregularity or unenforceability by reason of the federal bankruptcy
code or any insolvency or other similar law, or any law or order of any
government or agency thereof purporting to reduce, amend or otherwise affect the
Guaranteed Obligations shall impair, affect, be a defense to or claim against
the obligations of Performance Guarantor under this Undertaking.
Section
10. Effect
of Bankruptcy. This
Performance Undertaking shall survive the insolvency of any Originator and the
commencement of any case or proceeding by or against any Originator under the
federal bankruptcy code or other federal, state or other applicable bankruptcy,
insolvency or reorganization statutes. No automatic stay under the federal
bankruptcy code with respect to any Originator or other federal, state or other
applicable bankruptcy, insolvency or reorganization statutes to which any
Originator is subject shall postpone the obligations of Performance Guarantor
under this Undertaking.
6
Section
11. Setoff.
Regardless of the other means of obtaining payment of any of the Guaranteed
Obligations, Recipient (and its assigns) is hereby authorized at any time and
from time to time, without notice to Performance Guarantor (any such notice
being expressly waived by Performance Guarantor) and to the fullest extent
permitted by law, to set off and apply any deposits and other sums against the
obligations of Performance Guarantor under this Undertaking, whether or not
Recipient (or any such assign) shall have made any demand under this Undertaking
and although such obligations may be contingent or unmatured.
Section
12. Taxes. All
payments to be made by Performance Guarantor hereunder shall be made free and
clear of any deduction or withholding. If Performance Guarantor is required by
law to make any deduction or withholding on account of tax or otherwise from any
such payment, the sum due from it in respect of such payment shall be increased
to the extent necessary to ensure that, after the making of such deduction or
withholding, Recipient receive a net sum equal to the sum which they would have
received had no deduction or withholding been made.
Section
13. Further
Assurances.
Performance Guarantor agrees that it will from time to time, at the request of
Recipient (or its assigns), provide information relating to the business and
affairs of Performance Guarantor as Recipient may reasonably request.
Performance Guarantor also agrees to do all such things and execute all such
documents as Recipient (or its assigns) may reasonably consider necessary or
desirable to give full effect to this Undertaking and to perfect and preserve
the rights and powers of Recipient hereunder.
Section
14. Successors
and Assigns. This
Performance Undertaking shall be binding upon Performance Guarantor, its
successors and permitted assigns, and shall inure to the benefit of and be
enforceable by Recipient and its successors and permitted assigns. Performance
Guarantor may not assign or transfer any of its obligations hereunder without
the prior written consent of each of Recipient and the Administrative Agent.
Without limiting the generality of the foregoing sentence, Recipient, solely to
the extent permitted under the Agreements, may assign or otherwise transfer the
Agreements, any other documents executed in connection therewith or delivered
thereunder or any other agreement or note held by them evidencing, securing or
otherwise executed in connection with the Guaranteed Obligations, or sell
participations in any interest therein, to any other entity or other person, and
such other entity or other person shall thereupon become vested, to the extent
set forth in the agreement evidencing such assignment, transfer or
participation, with all the rights in respect thereof granted to the
Beneficiaries herein.
Section
15. Amendments
and Waivers. No
amendment or waiver of any provision of this Undertaking nor consent to any
departure by Performance Guarantor therefrom shall be effective unless the same
shall be in writing and signed by Recipient, the Administrative Agent and
Performance Guarantor. No failure on the part of Recipient to exercise, and no
delay in exercising, any right hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right hereunder preclude any other
or further exercise thereof or the exercise of any other right.
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Section
16. Notices. All
notices and other communications provided for hereunder shall be made in writing
and shall be addressed as follows: if to Performance Guarantor, at the address
set forth beneath its signature hereto, and if to Recipient, at the addresses
set forth beneath its signature hereto, or at such other addresses as each of
Performance Guarantor or any Recipient may designate in writing to the other.
Each such notice or other communication shall be effective (i) if given
by telecopy, upon the receipt thereof, (ii) if given
by mail, three (3) Business Days after the time such communication is deposited
in the mail with first class postage prepaid or (iii) if given
by any other means, when received at the address specified in this Section
15.
Section
17. GOVERNING
LAW. THIS
UNDERTAKING SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE
LAW OF CONFLICTS OTHER THAN SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS
LAW WHICH THE PARTIES HERETO EXPRESSLY RELY UPON IN THE CHOICE OF SUCH LAW AS
THE GOVERNING LAW HEREUNDER) OF THE STATE OF NEW YORK.
Section
18. CONSENT
TO JURISDICTION. EACH OF
PROVIDER AND RECIPIENT HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE
BOROUGH OF MANHATTAN IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS UNDERTAKING, THE AGREEMENTS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION
THEREWITH OR DELIVERED THEREUNDER AND EACH OF THE PERFORMANCE GUARANTOR AND
RECIPIENT HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES
ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN
INCONVENIENT FORUM.
Section
19. Bankruptcy
Petition.
Performance Guarantor hereby covenants and agrees that, prior to the date that
is one year and one day after the payment in full of all outstanding senior
indebtedness of Recipient, it will not institute against, or join any other
Person in instituting against, Recipient any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other similar proceeding
under the laws of the United States or any state of the United
States.
8
Section
20. Miscellaneous. This
Undertaking constitutes the entire agreement of Performance Guarantor with
respect to the matters set forth herein. The rights and remedies herein provided
are cumulative and not exclusive of any remedies provided by law or any other
agreement, and this Undertaking shall be in addition to any other guaranty of or
collateral security for any of the Guaranteed Obligations. The provisions of
this Undertaking are severable, and in any action or proceeding involving any
state corporate law, or any state or federal bankruptcy, insolvency,
reorganization or other law affecting the rights of creditors generally, if the
obligations of Performance Guarantor hereunder would otherwise be held or
determined to be avoidable, invalid or unenforceable on account of the amount of
Performance Guarantor’s liability under this Undertaking, then, notwithstanding
any other provision of this Undertaking to the contrary, the amount of such
liability shall, without any further action by Performance Guarantor or
Recipient, be automatically limited and reduced to the highest amount that is
valid and enforceable as determined in such action or proceeding. Any provisions
of this Undertaking which are prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.
Unless otherwise specified, references herein to “Section” shall mean a
reference to sections of this Undertaking.
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IN
WITNESS WHEREOF, Performance Guarantor has caused this Undertaking to be
executed and delivered as of the date first above written.
| UNITED
RENTALS, INC.
By:
______________________________
Name:
____________________________
Title:
_____________________________ |
Address
for Notices: United
Rentals, Inc.
0
Xxxxxxxxx Xxxxxx Xxxx
Xxxxxxxxx,
XX 00000
Attention:
Xxxxxxx Xxxxx
Tel. No.:
(000) 000-0000
Facsimile
No.: (000) 000-0000
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