Exh. 10.36
FIFTH AMENDMENT, WAIVER AND COLLATERAL RELEASE
This Fifth Amendment, Waiver and Collateral Release (this "Waiver") is
entered into as of September 3, 2003, by and among SMART & FINAL INC., a
Delaware corporation (the "Borrower"), the Guarantors listed on the signature
pages hereof, the financial institutions and other entities party hereto (the
"Lenders") and BNP PARIBAS, as Administrative Agent for the Lenders (the
"Administrative Agent").
RECITALS
A. The Borrower, the Lenders, the Administrative Agent, Xxxxxx Trust &
Savings Bank, as syndication agent, and Cooperative Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch, as
documentation agent, are parties to that certain Credit Agreement dated as of
November 30, 2001 (as amended to date, the "Credit Agreement"). Capitalized
terms used herein without definition have the meanings ascribed to such terms in
the Credit Agreement.
B. The Borrower has informed the Administrative Agent that it intends
to sell its Florida broadline foodservice operations and nine of the fourteen
Smart & Final stores located in Florida (such nine stores, the "Florida Stores")
to GFS Holding Inc., a Michigan corporation ("GFS"), and certain of GFS's
subsidiaries for a total purchase price of approximately $28 million in cash and
the assumption of approximately $30 million of lease liabilities with respect to
eight of the Florida Stores. The transaction will be structured as a sale of the
stock of Xxxxx Xxx Company and a sale or sublease, as applicable, of the Florida
Stores and the assets comprising the Orlando, Florida foodservice unit, and will
also include the sale of three Synthetic Lease Properties for a total purchase
price of approximately $14,340,000 (collectively, the "Sale Transaction"). The
assets to be sold in the Sale Transaction are set forth on Annex A hereto (such
assets, the "Sale Assets").
C. The Borrower has further informed the Administrative Agent that the
Subsidiaries of Xxxxx Xxx Company will be transferred to American Foodservice
Distributors prior to the consummation of the Sale Transaction. Such transfer
will violate the provisions of Section 4.1(b)(viii) of the Pledge Agreement.
D. The Borrower has also informed the Administrative Agent that on
August 16, 2003, it closed the remaining five of the fourteen stores located in
Florida and two additional non-operating properties located in Florida, all of
which are identified on Annex B hereto (such stores, the "Closed FL Stores").
The Borrower intends to find replacement tenants to assume the leases with
respect to the Closed FL Stores or otherwise dispose of the Closed FL Stores at
an indeterminate date.
E. Section 6.02(d) of the Credit Agreement prohibits sales of assets
by the Loan Parties except under certain circumstances. Under Section
6.02(d)(iii), the Loan Parties may sell assets if the purchase price for the
asset being sold is paid solely in
cash (the "Cash Requirement") and the aggregate purchase price paid to all of
the Loan Parties for such asset and all other assets sold by the Loan Parties
during the same Fiscal Year pursuant to Section 6.02(d)(iii) does not exceed
$7,500,000 in any Fiscal Year and $15,000,000 during the term of the Credit
Agreement (the "Proceeds Limitation"). In addition, Section 6.02(d)(v) permits
sales of Synthetic Lease Properties so long as the purchase price thereof does
not exceed $5,000,000 (the "Five Million Dollar Limitation"). The Sale
Transaction does not, and the disposition of the Closed FL Stores may not, meet
the requirements of Section 6.02(d)(iii) and 6.02(d)(v).
F. In connection with the Sale Transaction, the Borrower intends to
amend the Synthetic Lease Documents to provide that (i) the period for acquiring
replacement properties shall be increased from 60 days to 180 days and (ii) the
failure to acquire a replacement property within that time period shall not
constitute an event of default under the Synthetic Lease Documents so long as
the cash proceeds from the sale of any Synthetic Lease Properties are held as
collateral for the obligations under the Synthetic Lease Documents. Such an
amendment may violate Section 6.02(j)(iv) of the Credit Agreement, which
prohibits amendments of the Synthetic Lease Documents in any manner which is
materially adverse to the Lenders.
G. The Borrower has requested that the Lenders and the Administrative
Agent (i) consent to the transfer of the three Subsidiaries of Xxxxx Xxx Company
to American Foodservice Distributors, (ii) consent to the Sale Transaction and
the release of Xxxxx Xxx Company from all of its obligations under the Loan
Documents, (iii) consent to the disposition of the Closed FL Stores, (iv) agree
to waive the Cash Requirement and the Proceeds Limitation of Section
6.02(d)(iii) and the Five Million Dollar Limitation of Section 6.02(d)(v) in
connection with the Sale Transaction and the disposition of the Closed FL
Stores, (v) consent to the amendment of the Synthetic Lease Documents to (A)
increase the period for acquiring replacement properties from 60 days to 180
days and (B) provide that the failure to acquire a replacement property within
that time period shall not constitute an event of default under the Synthetic
Lease Documents so long as the cash proceeds from the sale of any Synthetic
Lease Properties are held as collateral for the obligations under the Synthetic
Lease Documents and (vi) release the Lien granted to the Administrative Agent
under the Collateral Documents, the Second Mortgages and the Subordinate
Security Agreement with respect to the Sale Assets.
H. The Administrative Agent and the Lenders have agreed to (i) consent
to the transfer of the three Subsidiaries of Xxxxx Xxx Company to American
Foodservice Distributors, (ii) consent to the Sale Transaction and the release
of Xxxxx Xxx Company from all of its obligations under the Loan Documents, (iii)
consent to the disposition of the Closed FL Stores, (iv) waive the Cash
Requirement and the Proceeds Limitation of Section 6.02(d)(iii) and the Five
Million Dollar Limitation of Section 6.02(d)(v) in connection with the Sale
Transaction and the disposition of the Closed FL Stores, (v) consent to the
amendment of the Synthetic Lease Documents to (A) increase the period for
acquiring replacement properties from 60 days to 180 days and (B) provide that
the failure to acquire a replacement property within that time period shall not
constitute an event of default under the Synthetic Lease Documents so long as
the cash
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proceeds from the sale of any Synthetic Lease Properties are held as collateral
for the obligations under the Synthetic Lease Documents and (vi) release the
Lien granted to the Administrative Agent under the Collateral Documents, the
Second Mortgages and the Subordinate Security Agreement with respect to the Sale
Assets, all as provided hereinbelow.
NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto hereby agree as follows:
Section 1. Section References. Unless otherwise expressly stated
herein, all Section references herein shall refer to Sections of the Credit
Agreement.
Section 2. Consents. The Administrative Agent and the Lenders hereby
consent to:
(a) the transfer of the three Subsidiaries of Xxxxx Xxx Company
to American Foodservice Distributors;
(b) the Sale Transaction;
(c) the release of Xxxxx Xxx Company from all of its obligations
under the Loan Documents;
(d) the disposition of the Closed FL Stores; and
(e) the amendment of the Synthetic Lease Documents to (A)
increase the period for acquiring replacement properties from 60 days to 180
days and (B) provide that the failure to acquire a replacement property within
that time period shall not constitute an event of default under the Synthetic
Lease Documents so long as the cash proceeds from the sale of any Synthetic
Lease Properties are held as collateral for the obligations under the Synthetic
Lease Documents.
Section 3. Amendment of Loan Documents. All Loan Documents to which
Xxxxx Xxx Company is a party are hereby amended to remove Xxxxx Xxx Company as a
party.
Section 4. Waiver of Section 6.02(d)(iii) and Section 6.02(d)(v). In
connection with the Sale Transaction and the disposition of the Closed FL
Stores, the Lenders hereby waive the Cash Requirement and the Proceeds
Limitation of Section 6.02(d)(iii) and the Five Million Dollar Limitation of
Section 6.02(d)(v); provided, that the Net Cash Proceeds from (i) the Sale
Transaction (excluding any Net Cash Proceeds received from the sale of any
Synthetic Lease Properties to GFS or any of its affiliates which are held as
collateral for the obligations of the Borrower under the Synthetic Lease
Documents and not used to purchase replacement Synthetic Lease Properties) and
(ii) the disposition of the Closed FL Stores shall be applied in accordance with
Section 2.05(b)(iii), and the Revolving Facility shall be permanently reduced in
accordance with Section 2.04(b).
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Section 5. Release of Collateral. Upon the later to occur of (i)
consummation of the Sale Transaction and (ii) satisfaction of the conditions
precedent set forth in Section 6 hereof (such date, the "Release Date"), the
Lenders authorize the Administrative Agent to release its Lien on the Sale
Assets. On the Release Date, the Administrative Agent shall, at the expense of
the Borrower, promptly return to the Borrower (i) all stock certificates
representing the shares of stock of Xxxxx Xxx Company pledged to the
Administrative Agent pursuant to the Collateral Documents and the executed stock
powers related thereto and (ii) any and all instruments, certificates and other
documents evidencing any lien, charge or encumbrance on the Sale Assets. In
addition, effective on the Release Date, the Administrative Agent authorizes the
Borrower and its agents or representatives to file such documents or
instruments, including UCC termination statements to terminate the UCC-1
Financing Statements filed against Xxxxx Xxx Company, as the Borrower may deem
necessary to evidence, effect or confirm the release and termination of any and
all Liens created under the Collateral Documents, the Second Mortgages and the
Subordinate Security Agreement with respect to the Sale Assets.
Section 6. Conditions Precedent. The effectiveness of this Waiver is
subject to the satisfaction of each of the following conditions precedent:
(a) The Administrative Agent shall have received all of the
following, in form and substance satisfactory to the Administrative Agent:
(i) Waiver Documents. This Waiver, a Borrowing Base
Certificate (modified as necessary from the form attached as Exhibit K to
the Credit Agreement to give pro forma effect to the Sale Transaction), a
Pledge Supplement with respect to the transfer of the stock of the three
Subsidiaries of Xxxxx Xxx Company to American Foodservice Distributors,
together with new stock certificates and stock powers executed in blank
with respect to the stock of such Subsidiaries, and any other instrument,
document or certificate required by the Administrative Agent to be executed
or delivered by the Borrower or any other Person in connection with this
Waiver, duly executed by such Persons (the "Waiver Documents");
(ii) Copies of Sale Documents. True and correct copies of
the stock and asset purchase agreements and any other agreements, documents
or instruments executed in connection with the Sale Transaction;
(iii) Consent of Required Lenders. The written consent of
the Required Lenders to this Waiver;
(iv) Amendment, Waiver and Release in connection with
Synthetic Lease Documents. (A) Copies of the amendment, waiver and release
documents with respect to the Synthetic Lease Documents, pursuant to which
(1) the period for acquiring
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replacement properties shall be increased from 60 days to 180 days, (2) the
failure to acquire a replacement property within that time period shall not
constitute an event of default under the Synthetic Lease Documents so long
as the cash proceeds from the sale of any Synthetic Lease Properties are
held as collateral for the obligations under the Synthetic Lease Documents,
(3) the asset sale covenant in the Synthetic Lease Documents will be
amended or waived to permit the Sale Transaction, (4) the Liens on the Sale
Assets created by the Synthetic Lease Documents will be released and (5)
any other conforming changes to the Synthetic Lease Documents reasonably
requested by the Administrative Agent will be made and (B) evidence that
such amendment, waiver and release documents have been executed and are in
full force and effect;
(v) Additional Information. Such additional documents,
instruments and information as the Administrative Agent may reasonably
request to effect the transactions contemplated hereby.
(b) The Administrative Agent shall have received the Net Cash
Proceeds of the Sale Transaction on the date of receipt thereof by the Borrower
or any of its Subsidiaries.
(c) The representations and warranties contained herein and in
the Credit Agreement shall be true and correct as of the date hereof as if made
on the date hereof (except for those which by their terms specifically refer to
an earlier date, in which case such representations and warranties shall be true
and correct as of such earlier date).
(d) All corporate proceedings taken in connection with the
transactions contemplated by this Waiver and all other agreements, documents and
instruments executed and/or delivered pursuant hereto, and all legal matters
incident thereto, shall be satisfactory to the Administrative Agent.
(e) No Default or Event of Default shall have occurred and be
continuing, after giving effect to this Waiver.
Section 7. Representations and Warranties. The Borrower hereby
represents and warrants to the Administrative Agent and the Lenders that, as of
the date of and after giving effect to this Waiver, (a) the execution, delivery
and performance of this Waiver and any and all other Waiver Documents executed
and/or delivered in connection herewith have been authorized by all requisite
corporate action on the part of the Borrower and will not violate the Borrower's
certificate of incorporation or bylaws, (b) all representations and warranties
set forth in the Credit Agreement and in any other Loan Document are true and
correct as if made again on and as of such date (except those, if any, which by
their terms specifically relate only to an earlier date, in which case such
representations and warranties are true and correct as of such earlier date),
(c) no Default or Event of Default has occurred and is continuing, and (d) the
Credit Agreement (after giving effect to this Waiver), and all other Loan
Documents are and remain legal, valid, binding and enforceable obligations in
accordance with the terms thereof.
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Section 8. Survival of Representations and Warranties. All
representations and warranties made in this Waiver or any other Loan Document
shall survive the execution and delivery of this Waiver and the other Loan
Documents, and no investigation by the Administrative Agent or the Lenders, or
any closing, shall affect the representations and warranties or the right of the
Administrative Agent and the Lenders to rely upon them.
Section 9. Certain Waivers. The Borrower and each Guarantor hereby
agrees that neither the Administrative Agent nor any Lender shall be liable
under a claim of, and hereby waives any claim against the Administrative Agent
and the Lenders based upon, lender liability (including, but not limited to,
liability for breach of the implied covenant of good faith and fair dealing,
fraud, negligence, conversion, misrepresentation, duress, control and
interference, infliction of emotional distress and defamation and breach of
fiduciary duties) as a result of any discussions or actions taken or not taken
by the Administrative Agent or the Lenders on or before the date hereof or the
discussions conducted pursuant hereto, or any course of action taken by the
Administrative Agent or any Lender in response thereto or arising therefrom.
This Section 9 shall survive the execution and delivery of this Waiver and the
other Loan Documents and the termination of the Credit Agreement.
Section 10. Reference to Agreement. Each of the Loan Documents,
including the Credit Agreement, and any and all other agreements, documents or
instruments now or hereafter executed and/or delivered pursuant to the terms
hereof or pursuant to the terms of the Credit Agreement as amended hereby, are
hereby amended so that any reference in such Loan Documents to the Credit
Agreement, whether direct or indirect, shall mean a reference to the Credit
Agreement as amended hereby.
Section 11. Costs and Expenses. The Borrower shall pay on demand all
reasonable costs and expenses of the Administrative Agent (including the
reasonable fees, costs and expenses of counsel to the Administrative Agent)
incurred in connection with the preparation, execution and delivery of this
Waiver.
Section 12. Governing Law. THIS WAIVER SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA.
Section 13. Execution. This Waiver may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Waiver by telecopier shall be effective
as delivery of a manually executed counterpart of this Waiver.
Section 14. Limited Effect. This Waiver relates only to the specific
matters covered herein, shall not be considered to be a waiver of any rights any
Lender may have under the Credit Agreement (other than as expressly set forth
herein), and shall not be considered to create a course of dealing or to
otherwise obligate any Lender to
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execute similar amendments or grant any waivers under the same or similar
circumstances in the future.
Section 15. Ratification By Guarantors and Xxxxx Xxx Company. Each of
Xxxxx Xxx Company and the other Guarantors hereby agrees to this Waiver, and
each of the Guarantors (other than Xxxxx Xxx Company) acknowledges that such
Guarantor's Guaranty shall remain in full force and effect without modification
thereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
SMART & FINAL INC.,
as Borrower
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President &
Chief Financial Officer
AMERICAN FOODSERVICE DISTRIBUTORS
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President &
Chief Financial Officer
SMART & FINAL STORES CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President &
Chief Financial Officer
SMART & FINAL OREGON, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President &
Chief Financial Officer
PORT STOCKTON FOOD DISTRIBUTORS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President - Finance
XXXXX XXX COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President - Finance
AMERIFOODS TRADING COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President &
Chief Financial Officer
CASINO FROZEN FOODS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President &
Chief Financial Officer
XXXXXXXXXXXXXXXXXXXXXX.XXX, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President &
Chief Financial Officer
XXXX PRODUCE INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President &
Chief Financial Officer
HL HOLDING CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President &
Chief Financial Officer
BNP PARIBAS,
as Administrative Agent and a Lender
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Director
By: /s/ Xxxxxx X. X. Xx
-----------------------------------------
Name: Xxxxxx X. X. Xx
Title: Director
XXXXXX TRUST & SAVINGS BANK
By:
-----------------------------------------
Name:
Title:
COOPERATIVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By: /s/ Xxx Xxxxx
-----------------------------------------
Name: Xxx Xxxxx
Title: Managing Director
By: /s/ Xxxxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Executive Director
CREDIT INDUSTRIEL ET COMMERCIAL
By: /s/ Xxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
By: /s/ Xxxxxxxx Landriot
-----------------------------------------
Name: Xxxxxxxx Landriot
Title: Assistant Vice President
COBANK, ACB
By: /s/ S. Xxxxxxx Xxxx
-----------------------------------------
Name: S. Xxxxxxx Xxxx
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx X.Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
NATEXIS BANQUE POPULAIRES
By: /s/ Nicolas Regent
-----------------------------------------
Name: Nicolas Regent
Title: Vice President Multinational
By: /s/ Xxxxxx X. van Tulder
-----------------------------------------
Name: Xxxxxx X. van Tulder
Title: Vice President And Manager
Multinational Group
TRANSAMERICA BUSINESS CAPITAL CORPORATION
By:
-----------------------------------------
Name:
Title:
CITY NATIONAL BANK
By: /s/ Xxxxxx Xxxx
-----------------------------------------
Name: Xxxxxx Xxxx
Title: Vice President
RZB FINANCE LLC
By:
-----------------------------------------
Name:
Title:
By:
-----------------------------------------
Name:
Title:
BANK OF THE WEST
By: /s/ Xxxxx Xxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxx
Title: Syndications Officer
PREFERRED BANK
By: /s/ Xxxx Xxxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
BANK LEUMI USA
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
ANNEX A
SALE ASSETS
1. Common stock of Xxxxx Xxx Company and all of its assets and liabilities,
including accounts receivable, inventory, fixtures and equipment, and
operating leases. There is no owned real estate. The principal leased real
estate is located at: (i) 0000 X.X. 000xx Xxxxxx, Xxxxx, XX, Lots 158
through 172 and lots 173 through 176; (ii) 0000 X.X. 000xx Xxxxxx, Xxxxx,
XX, Lots 177 through 179; and (iii) 00000 X.X. 00xx Xxxxxx, Xxxxx, XX.
2. Assets and liabilities of Orlando Foodservice business including accounts
receivable, inventory, fixtures and equipment, tradenames, and operating
leases. There is no owned real estate. The principal leased real estate is
located at 0000 Xxxxxxx Xxxxxx, Xxxxxxx, XX.
3. Assets and liabilities of nine operating Smart & Final stores in Florida
including accounts receivable, inventory, fixtures and equipment, and
operating leases. There is no owned real estate. The principal leased real
estate is located at: (i) 0000 X.X. 0xx Xxxxxx, Xxxxx, XX; (ii) 000 Xxxxx
Xxxxx Xxxx 0, Xxxxxxxxx, XX; (iii) 0000 Xxxxx Xxxxx Xxxx 0, Xxxxxxxxxx
Xxxxx, XX; (iv) 0000 X.X. 0xx Xxxxxx, Xxxxx, XX; (v) 0000 Xxxx-xx-Xxx
Xxxxxxxxx, Xxxxxxxxxx, XX; (vi) 0000 Xxxxxx Xxxxxx, Xx. Xxxxxxxxxx, XX;
(vii) 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxx, XX; (viii) 0000 Xxxxx Xxxxxxxxx
Xxxxxxxxx, Xxx Xxxx, XX; and (ix) 0000 Xxxxx Xxxxxxx Xxxxxxx, Xx.
Xxxxxxxxxx, XX (which is also a synthetic lease property).
4. Residual collateral interest in three synthetic lease properties: (i) a
freezer facility located at 0000 XX 000xx Xxxxxxx, Xxxxx, XX; (ii) a 1.38
acre parking lot located at N.W. 000xx Xxxxxx xxx 00xx Xxxxxx, Xxxxx, XX;
and (iii) a store property located at 0000 Xxxxx Xxxxxxx Xxxxxxx, Xx.
Xxxxxxxxxx, XX.
ANNEX B
CLOSED FLORIDA STORES
1. Assets and liabilities of seven non-operating Smart & Final store
properties in Florida including any residual accounts receivable,
inventory, fixtures and equipment, and operating leases. There is no owned
real estate. The leased real estate is located at: (i) 00000 XX 00xx
Xxxxxx, Xxxxx Xxxx, XX; (ii) 000 Xxxx 00xx Xxxxxx, Xxxxxxx, XX; (iii) 0000
Xxxx Xxxxxxxxxx Xxxx., Xxxxxxxxxx, XX; (iv) 0000 Xxxx Xxxx, Xxxxx, XX; (v)
00000 Xxxxxxx Xxxxx, Xxxxx, XX; (vi) 00000 Xxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx;
and (vii) 0000 00xx Xxxxxx Xxxxx, Xx. Xxxxxxxxxx, XX.
