EXHIBIT 10.18
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FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
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This First Amendment to Loan and Security Agreement ("Amendment") is dated
as of the 7th day of May, 1997, by and among TeleSpectrum Worldwide Inc., a
Delaware corporation, TLSP Trademarks, Inc., a Delaware corporation, TLSP
Investments, Inc., a Delaware corporation (collectively referred to as
"Borrowers" and severally referred to as "Borrower"), Mellon Bank, N.A., a
national banking association, in its capacity as agent, ("Agent") and Mellon
Bank, N.A. ("Mellon") and the financial institutions shown on the signature
pages hereof and listed on Schedule "A" attached hereto and made a part of this
Amendment (as such Schedule may be amended, supplemented, modified or replaced
from time to time), in their capacity as lenders (Mellon and each such other
financial institution, individually each being a "Lender" and collectively all
being "Lenders").
BACKGROUND
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A. On January 24, 1997, Borrowers, Agent and Mellon entered into a
certain Loan and Security Agreement dated that
date pursuant to which financing arrangements were established by Mellon for the
benefit of Borrowers (which Loan and Security Agreement, as it may hereafter,
from time to time, be modified, supplemented or replaced is hereinafter referred
to as the "Loan Agreement").
B. In accordance with Section 9.16 of the Loan Agreement and pursuant to
assignments in the form of Exhibit 9.16 to the Loan Agreement, on the date
hereof Mellon is assigning portions of its Revolving Credit Pro Rata Percentage
of Loans and its right, title and interest therein and in and to the Agreement
(accompanied by an equivalent delegation and assumption of its duties and
obligations under the Loan Agreement) to the other Lenders listed on Schedule A
in the amounts set forth on such Schedule.
C. The parties have agreed to modify certain terms and conditions of the
Loan Agreement and desire to set forth their understanding in this Amendment.
D. Capitalized terms used but not otherwise defined in this Amendment
shall have the respective meanings ascribed thereto in the Loan Agreement.
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NOW, THEREFORE, with the foregoing background incorporated herein by
reference and made part hereof, the parties hereto, intending to be legally
bound, hereby promise and agree as follows:
1. (a) The definition of "Closing Net Worth" in Section 1.1 of the
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Loan Agreement is amended to change the date of Borrowers' Net Worth to as of
September 30, 1996 rather than August 31, 1996.
(b) The definition of "Letters of Credit" in Section 1.1 of
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the Loan Agreement is amended to change the reference to "Section 2.3(a)" to
"Section 2.2(a)".
(c) The definition of "Revolving Credit Limit" in Section 1.1
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of the Loan Agreement is hereby deleted and is replaced by the following:
"Revolving Credit Limit - $70,000,000".
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(d) The definition of "Xxxxx Earn-Out" in Section 1.1 of the
Loan Agreement is hereby deleted.
(e) The definition of "Foreign Subsidiary Sublimit" in Section
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1.1 of the Loan Agreement is hereby deleted and is replaced by the following:
"Foreign Subsidiary Sublimit" - $3,000,000".
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2. Section 2.3(b)(ii) is hereby amended to (i) in the third sentence
change the words "Revolving Facility" to
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"Revolving Credit" and insert the word "of" before the words "any such requested
Advance" and (ii) in the third to last sentence change the words "LIBOR Base
Option" to "LIBOR Rate Option".
3. Sections 2.3(b)(iii)A. and (b)(iv)A. of the Loan Agreement are
hereby amended to read in full as follows:
"(iii) A. Between each Settlement Date, Agent, in its capacity as
a Lender, shall have the discretion (without any duty or obligation
regardless of any prior practice or procedures), subject to the provisions
of Section 8.3(a) herein, to make all cash Advances subject to the Base
Rate Option ("Base Rate Advances") for the account and on behalf of the
Lenders in accordance with each Lender's Revolving Credit Pro Rata
Percentage. Periodically but not less frequently than once every week on
the same day of each week, unless such day is not a Business Day, in which
event such determination shall be made the next Business Day ("Settlement
Date"), Agent shall make a determination of the appropriate dollar amount
of each Lender's Base Rate Advances based upon each such Lender's Revolving
Credit Pro Rata Percentage of all then outstanding Base Rate Advances,
which amounts shall be calculated as of the close of the Business Day
immediately preceding each respective Settlement Date. Amounts of
principal paid to Agent by Borrowers from time to time as repayment of Base
Rate Advances made solely by Agent in its capacity as a Lender, between
Settlement Dates, shall be applied to the outstanding balance of Base Rate
Advances made by Agent, as a Lender pursuant hereto, with the outstanding
balance of Base Rate Advances made by each other Lender to be adjusted on
the next Settlement Date. Interest shall accrue and each Lender shall be
entitled to receive interest at the applicable rate only on the actual
outstanding dollar amount of its respective outstanding Base Rate Advances
without regard to a prospective settlement. On each Settlement Date, Agent
shall then issue to each Lender a settlement schedule containing
information with respect to the status of the Base Rate Advances and the
relevant net positions of the Lenders and the outstanding balances of their
respective Base Rate Advances as of the close of the Business Day preceding
such Settlement Date. Each settlement schedule shall show the net amount
then owing by each Lender to Agent or by Agent to each such Lender based
upon the aggregate
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Base Rate Advances made and collections received since the most recent
Settlement Date and settlement among the Lenders and the Agent shall be
made in accordance with the direction of Agent no later than 11:00 A.M.
Philadelphia, Pennsylvania time, on each Settlement Date. To the extent
Agent is not reimbursed by any Lender on a Settlement Date in accordance
with Agent's direction, Borrowers shall immediately repay Agent on demand
the amount of any reimbursement not so made by any Lender.
(iv) A. In lieu of the procedure set forth in subparagraph
(iii), Agent may provide Lenders with notice that Borrowers have requested
a cash Advance, such notice to be given on the same Business Day that such
request is received by Agent, and request each Lender to provide Agent with
such Lender's Revolving Credit Pro Rata Percentage of such requested cash
Advance prior to Agent's making such cash Advance. Upon receipt of such
notice from Agent prior to 12:00 p.m., Philadelphia, Pennsylvania time,
each Lender shall remit to Agent its respective Revolving Credit Pro Rata
Percentage of such requested cash Advance, prior to 2:00 P.M. Philadelphia,
Pennsylvania time, on the Business Day that Agent is scheduled to make such
cash Advance in accordance with Section 2.3(b)(ii) hereof. Neither Agent,
Mellon nor any other Lender shall be obligated, for any reason whatsoever,
to remit or advance the share of any other Lender. Agent shall not be
required to make the full amount of the requested cash Advance unless and
until it receives funds representing each Lender's Revolving Credit Pro
Rata Percentage of such requested cash Advance, but Agent shall
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advance to Borrowers that portion of the requested cash Advance equal to
the Revolving Credit Pro Rata Percentages of such requested cash Advance
which it has received from the Lenders unless such portion is not in excess
of the minimum increment for the Loan type."
4. Section 2.5(f) of the Loan Agreement is hereby deleted, as are
the references to Section 2.5(f) in the definitions of "Applicable LIBOR Rate
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Margin" and "Base Rate" in Section 1.1 of the Loan Agreement. The first
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sentence of Section 2.5(b) is hereby amended to read in full as follows:
"(b) Limitation on LIBOR Based Rate Loans: Upon the occurrence
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and during the continuance of an Event of Default, Agent may, and the
Majority Lenders shall have the option to instruct the Agent to, eliminate
the availability of new LIBOR Based Rate Loans."
5. Section 6.9(b) of the Loan Agreement is hereby amended to read in
full as follows:
"(b) Quick Ratio: Borrowers shall have and maintain a Quick
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Ratio on a consolidated basis measured as of the last day of each fiscal
quarter of Borrowers of not less than the ratio set forth below for the
corresponding time period:
Ratio Time Period
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0.3:1 During the Fiscal Year ending December 31, 1997;
0.4:1 During the Fiscal Year ending December 31, 1998;
0.5:1 During the Fiscal Year ending December 31, 1999;
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0.6:1 During the Fiscal Year ending on December 31, 2000 and at
all times thereafter."
6. Section 7.10 of the Loan Agreement is hereby deleted and Section
7.11 of the Loan Agreement is hereby renumbered as new Section 7.10.
7. Section 8.1 of the Loan Agreement is hereby amended to add a new
Section 8.1(r) which reads in full as follows:
"(r) Majority Control: If any Person shall control, directly or
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indirectly (which may include ownership by one or more trusts controlled by
such Person), more than 50% of the capital stock of TWI, or if TWI shall
fail or cease to own and control 100% of the capital stock of each other
Borrower."
8. Paragraphs (a) through (e) and paragraph (g) of Section 8.3 of
the Loan Agreement are hereby amended to read in full as follows:
"8.3 Rights and Remedies on Default:
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(a) In addition to all other rights, options and remedies
granted or available to Agent or Lenders under this Agreement or the Loan
Documents, or otherwise available at law or in equity, upon or at any time
after the occurrence and during the continuance of an Event of Default or
Potential Default, Agent may, in its discretion, direct Lenders, and the
Majority Lenders shall have the option to instruct Agent to direct Lenders
to, withhold or cease making Advances or issuing Letters of Credit under
the Revolving Credit.
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(b) In addition to all other rights, options and remedies
granted or available to Agent under this Agreement or the Loan Documents
(each of which is also then exercisable by Agent), upon or at any time
after the occurrence and during the continuance of an Event of Default,
Agent may, in its discretion, and shall upon the instruction of the
Majority Lenders, terminate the Revolving Credit and thereupon all
obligations of the Lenders to make Advances under the Revolving Credit
shall immediately terminate.
(c) In addition to all other rights, options and remedies
granted or available to Agent, under this Agreement or the Loan Documents
(each of which is also then exercisable by Agent), upon or at any time
after the occurrence and during the continuance of an Event of Default,
Borrowers shall be obligated to deliver to Agent, on behalf of all Lenders,
the proceeds of Collateral.
(d) In addition to all other rights, options and remedies
granted or available to Agent, under this Agreement or the Loan Documents
(each of which is also then exercisable by Agent), upon or at any time
after the occurrence and during the continuance of an Event of Default,
Borrowers shall, at Agent's request (in its discretion or at the
instruction of the Majority Lenders) deliver and pledge to Agent, on behalf
of all Lenders, collateral (consisting of cash or U.S. Government
Securities) in an aggregate fair market value equal to the aggregate face
amount of all outstanding Letters of Credit.
(e) In addition to all other rights, options and remedies
granted or available to Agent under this Agreement or the Loan Documents
(each of which is also then exercisable by Agent), upon or at any time
following the occurrence and during the continuance of an Event of Default,
Agent may, and shall upon the instruction of the Majority Lenders, exercise
all rights under the UCC and any other applicable law or in equity, and
under all Loan Documents permitted to be exercised after the occurrence of
an Event of Default, including the following rights and remedies (which
list is given by way of example and is not
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intended to be an exhaustive list of all such rights and remedies):
(i) The right to take possession of, send notices regarding and
collect directly the Collateral, with or without judicial process
(including without limitation the right to notify the United States postal
authorities to redirect mail addressed to any Borrower to an address
designated by Agent); or
(ii) By its own means or with judicial assistance, enter any
Borrower's premises and take possession of the Collateral, or render it
unusable, or dispose of the Collateral on such premises in compliance with
subsection (f) below, without any liability for rent, storage, utilities or
other sums, and no Borrower shall resist or interfere with such action; or
(iii) Require Borrowers at Borrowers' expense to assemble all or
any part of the Collateral and make it available to Agent at any place
designated by Agent.
(g) In addition to all other rights, options and remedies granted
to Agent and Lenders under this Agreement, Agent may, with the consent of
all of the Lenders, at any time, with or without cause, relinquish or
abandon any Collateral or security therein."
9. The last sentence of paragraph (d) of Section 9.7 of the Loan
Agreement is hereby amended to read as follows:
"To the extent necessary for each Lender's actual percentage of
all outstanding Loans to equal its applicable Revolving Credit Pro Rata
Percentage, the Lender having a greater share of any payment(s) than its
applicable Revolving Credit Pro Rata Percentage shall purchase for cash a
participation in the applicable outstanding balances of the Revolving
Credit Pro Rata Shares of the other Lenders as determined by Agent;
provided, that if all or any portion of such greater payment is thereafter
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recovered from the Lender making such purchase, such purchase (or portion
thereof) shall be rescinded and the purchase price (or portion thereof)
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shall be returned by the other Lenders to properly reflect such recovery
and rescission."
10. Section 9.8 of the Loan Agreement is hereby amended to delete the
word "solely" in the next to last sentence of such Section.
11. Paragraph (a) of Section 9.9 of the Loan Agreement is hereby
amended to read as follows:
"(a) All reasonable out-of-pocket costs and out-of-pocket
expenses incurred by Agent in connection with the creation, amendment,
administration, termination and enforcement of the Loans (including,
without limitation, audit expenses, counsel fees and expenditures to
protect, preserve and defend Agent's and each Lender's rights and interest
under the Loan Documents), to the extent not reimbursed by the Borrowers,
shall be shared and paid to the Agent on demand by Lenders pro rata based
on their applicable Revolving Credit Pro Rata Percentage."
12. The third sentence of Section 9.12 of the Loan Agreement is
hereby amended to read in full as follows:
"Upon any such removal or resignation, the Majority Lenders shall
have the right to appoint a successor Agent, subject to the written consent
of Borrowers (not to be unreasonably withheld) only if the successor Agent
is not a Lender immediately preceding the removal of the Agent."
13. Section 9.15 is hereby amended to read in full as follows:
"9.15 Consent of Lenders to Agent's Rights.
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(a) Subject to the direction of the Majority Lenders, Agent
shall have the sole and exclusive right to service, administer and monitor
the Loans and the Loan Documents, including without limitation, the right
to exercise all rights, remedies, privileges and options under the Loan
Documents, the making of Advances and the determination as to the basis on
which and extent to which Advances may be made and the determination as to
whether Letters of Credit should be issued, amended or extended or whether
payments should be made to the Issuing Bank for draws honored on Letters of
Credit.
(b) Notwithstanding anything to the contrary contained in
subparagraph (a) above, Agent shall not, without the prior written consent
of all Lenders: (i) extend the Revolving Credit Term or the Revolving
Credit Maturity Date, (ii) decrease any interest rate on the Revolving
Credit or any fee owing to Lenders, (iii) compromise or settle any
Obligations, (iv) release any obligor from the Obligations except in
connection with termination of the Revolving Credit and full payment and
satisfaction of all Obligations, (v) modify this Section 9.15(b) or the
definition of Majority Lenders, (vi) release any Collateral except in
connection with a sale in the ordinary course or other permitted
disposition or upon full payment of the Obligations; or (vii) increase the
Revolving Credit Limit or the Revolving Credit Pro Rata Share of any
Lender.
(c) Except as expressly provided in Section 9.15(b), Agent may,
with the prior written consent of the Majority Lenders, modify, amend or
waive any term, provision or condition (including, but not limited to, any
condition to the making of an Advance) of this Agreement or the other Loan
Documents; any such modification, amendment or waiver by Agent which is
consented to by the Majority Lenders shall be binding upon all Lenders.
(d) After an acceleration of the Obligations, except as
expressly provided in Section 8.3 and this Section 9.15, Agent shall have
the sole and exclusive right, with communication (to the extent reasonably
practicable under the circumstances) with all Lenders, to
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exercise or refrain from exercising any and all right, remedies, privileges
and options under the Loan Documents and available at law or in equity to
protect and enforce the rights of the Lenders and collect the Obligations,
including, without limitation, instituting and pursuing all legal actions
against Borrowers or to collect the Obligations, or defending any and all
actions brought by Borrowers or other Person; or incurring Expenses or
otherwise making expenditures to protect the Loans, the Collateral or
Lenders' rights or remedies.
(e) To the extent Agent is required to obtain or otherwise
elects to seek the consent of Lenders to an action Agent desires to take,
if any Lender fails to notify Agent, in writing, of its consent or dissent
to any request of Agent hereunder within ten (10) Business Days of such
Lender's receipt of such request, such Lender shall be deemed to have given
its consent thereto.
(f) Any amendment to Section 9 of this Agreement shall not
require Borrowers' consent."
14. Paragraph (b) of Section 9.16 of the Loan Agreement is hereby
amended to read in full as follows:
"(b) assign all or any portion of its Revolving Credit Pro Rata
Percentage of Loans and its right, title and interest therein or in and to
this Agreement (accompanied by an equivalent delegation of its duties and
obligations hereunder) to another Lender or any affiliate of a Lender, or
to any other bank or financial institution having capital of at least
$500,000,000, and, in the case of an assignment to an assignee that is
neither another Lender nor an affiliate of a Lender, with the prior written
consent of the Agent (which consent will not be unreasonably withheld or
delayed), so long as (i) such assigning Lender pays Agent a transfer and
processing fee of $3,500, (ii) the assignor and assignee execute an
assignment in the form of Exhibit 9.16 attached hereto, and (iii) following
such assignment, each Lender hereto has a minimum Revolving Credit Pro Rata
Share of $5,000,000 (other than any assigning Lender which has
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assigned its entire Revolving Credit Pro Rata Share). Upon request of
Agent, Borrowers shall execute a replacement Revolving Credit Note
(identical in form to the Note then held by the assigning Lender) to the
assignee Lender and the assigning Lender in the amount of their respective
Revolving Credit Pro Rata Shares. Notwithstanding anything to the contrary
contained herein, each Lender may at any time collaterally assign all or
any portion of its rights under this Agreement and its Revolving Credit
Note to any Federal Reserve Bank to secure overnight deposits, provided
that no such assignment shall release the assigning Lender from its
obligations hereunder."
15. A new Section 9.17 is hereby added to the Loan Agreement which
reads in full as follows:
"9.17 Co-Agent: The parties hereto covenant and agree that
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NationsBank, N.A. shall be a co-agent ("Co-Agent") hereunder; it shall have
no rights, duties or responsibilities, except for those received,
undertaken or incurred by it in its capacity as a Lender. No duty,
responsibility, right or option granted to the Agent herein is delegated or
transferred, in whole or in part, to the Co-Agent and no compensation
payable to the Agent shall be shared with, or paid to, the Co-Agent.
Co-Agent shall not be entitled to any fees or reimbursement of Expenses
except as it shall otherwise be entitled in its capacity as a Lender. Each
disclaimer, exculpation provision and indemnity contained in Section 9 of
this Agreement provided for the benefit of the Agent shall likewise be
deemed given to and provided for the Co-Agent. Notwithstanding anything to
the contrary contained in this Agreement, no amendment to this Section 9.17
shall be effective without the written consent of Co-Agent."
16. As a condition to the effectiveness of this Amendment and to
induce Lenders to increase the Revolving Credit Limit and make the amendments
described above, Borrowers must
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deliver (a) to Mellon, an additional facility fee of $60,000 and (b) to the
Agent, the following, each in form and substance satisfactory to Agent and its
counsel:
(1) Replacement Revolving Credit Notes in the aggregate face
amount of $70,000,000 and in the amounts for each
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Lender as set forth on Schedule "A" hereto (the "Replacement Notes"), duly
executed by Borrowers, reflecting the increase in the Revolving Credit Limit and
the assignments to the Lenders.
(2) A certified copy of the resolutions of the Board of
Directors of each of the Borrowers approving this Amendment and the other
matters contemplated hereby and certified copies of all documents evidencing
other necessary corporate or other action and governmental approvals, if any,
with respect to this Amendment;
(3) A certificate of the Secretary or an Assistant Secretary of
each of the Borrowers stating the names of the officers of each of the Borrowers
authorized to sign this Amendment, and the other documents or certificates to be
delivered pursuant to this Amendment by each of the Borrowers or any of its
officers, together with the true signatures of such officers; and
(4) An opinion of Borrowers' counsel in form and substance
satisfactory to Agent and its counsel.
17. Borrowers jointly and severally represent and warrant to Agent
and the Lenders as follows:
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(a) The execution and delivery by Borrowers of this Amendment,
the Replacement Notes and the other documents required hereby, and performance
by them of the transactions herein contemplated (i) are and will be within each
Borrower's corporate powers, (ii) have been authorized by all necessary
corporate action, and (iii) are not and will not be in contravention of any
order of any court or other agency or government, of law or any other indenture,
agreement or undertaking to which any Borrower is a party or by which the
property of any Borrower is bound, or be in conflict with, or result in a breach
of or constitute (with due notice and/or lapse of time) a default under any such
indenture, agreement or undertaking or result in the imposition of any lien,
charge or incumbrance of any nature on any Property of any Borrower.
(b) This Amendment, the Replacement Notes and any other
agreements, instruments and documents executed and/or delivered in connection
herewith are valid, binding and enforceable in accordance with their respective
terms.
(c) Each Borrower hereby ratifies and restates as of the date
hereof each of the representations, warranties and covenants contained in the
Loan Agreement and thereby represents
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that all such representations, warranties and covenants are true and correct in
all material respects as of the date hereof as if made on the date hereof.
(d) There has not occurred as of the date hereof any material
adverse change in the business, operations, condition (financial or otherwise)
or business prospects of any Borrower since December 31, 1996 (as the financial
condition is reflected on financial statements of Borrowers as of such date
delivered to Agent).
(e) As of the date hereof, there is $14,500,000 of outstanding
cash Advances owing by Borrowers to Lenders under the Revolving Credit without
defense, setoff or counterclaim, as well as three issued Letters of Credit under
the Revolving Credit with face amounts aggregating $1,648,268.00 and for which
Borrowers are unconditionally obligated to reimburse the Issuing Bank without
defense, setoff or counterclaim.
(f) As of the date hereof, there are no defaults or Events of
Default existing or continuing under the Loan Agreement.
18. Borrowers reconfirm their obligation to reimburse Agent on demand
for all of Agent's reasonable expenses (including without limitation reasonable
attorneys' fees and costs) incurred
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in connection with this Amendment and the transactions contemplated hereby.
19. This Amendment shall amend and is incorporated into the Loan
Agreement. To the extent of any express inconsistency between the terms hereof
and the terms of the Loan Agreement, the terms hereof shall control. Except as
expressly amended by this Amendment, all of the terms and conditions of the Loan
Agreement are hereby ratified and confirmed and remain in full force and effect,
and the provisions of Section 10 of the Loan Agreement are hereby incorporated
into this Amendment. Without limiting the generality of the foregoing, Borrowers
reconfirm that all Collateral secures and shall continue to secure all of the
Obligations. This Amendment may be executed in counterparts.
IN WITNESS WHEREOF, the undersigned have executed this Amendment by their
respective duly authorized officers as of the day and year first above written.
TELESPECTRUM WORLDWIDE INC. MELLON BANK, N.A.
By:______________________________ By:__________________________________
Attest:__________________________
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TLSP TRADEMARKS, INC. NATIONSBANK, N.A.
By:______________________________ By:__________________________________
Attest:__________________________
TLSP INVESTMENTS, INC. THE SUMITOMO BANK, LIMITED
By:______________________________ By:__________________________________
Attest:__________________________ Attest:______________________________
COMERICA BANK
By:__________________________________
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SCHEDULE A
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SCHEDULE OF LENDERS
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NAME OF LENDER PORTION OF MAXIMUM REVOLVING CREDIT
-------------- REVOLVING LIMIT PRO RATA PERCENTAGE
------------------ --------------------
Mellon Bank, N.A. $35,000,000 50.00000000
NationsBank, N.A. 15,000,000 21.428571428
The Sumitomo Bank, 10,000,000 14.285714286
Limited
Comerica Bank 10,000,000 14.285714286
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$70,000,000 100.000%
=========== ========
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SCHEDULE B
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ADDRESSES OF LENDERS
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NationsBank, N.A.
000 Xxxxx Xxxxx Xxxxxx
XX0-000-00-00
Xxxxxxxxx, XX 00000
(000) 000-0000
Attn: Xx. Xxxxxxxx Xxxxxxx
The Sumitomo Bank, Limited
Xxx Xxxxxxx Xxxxx, Xxxxx 0000
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
(000) 000-0000
Attn: Mr. J. Xxxx Xxxx
Comerica Bank
Comerica Tower at Detroit Center
000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
(000) 000-0000
Attn: Xx. Xxxx X. Xxxxx
Xxxxxx Bank, N.A.
Plymouth Meeting Executive Campus
000 Xxxx Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000
(000) 000-0000
Attn: Xx. Xxx Xxxxxxx
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