Exhibit 2
Conformed Copy
VOTING AGREEMENT, dated as of September 16, 2001 (this "Agreement"),
among Thames Water Aqua Holdings GmbH, a company organized under the laws of
the Federal Republic of Germany ("Parent"), and the stockholders of American
Water Works Company, Inc., a Delaware corporation (the "Company"), that are
parties hereto (each, a "Stockholder" and, collectively, the "Stockholders").
W I T N E S S E T H:
WHEREAS, RWE Aktiengesellschaft, a company organized under the laws
of the Federal Republic of Germany, Parent, Apollo Acquisition Company, a
Delaware corporation and a wholly owned subsidiary of Parent ("Sub"), and the
Company are, concurrently with the execution and delivery of this Agreement,
entering into an Agreement and Plan of Merger, dated as of the date hereof (as
the same may be amended or supplemented, the "Merger Agreement;" capitalized
terms used without definition herein having the meanings assigned to them in
the Merger Agreement), providing for the merger of Sub with and into the
Company upon the terms and subject to the conditions set forth in the Merger
Agreement (the "Merger");
WHEREAS, as of the date hereof, each Stockholder is a beneficial
owner of, and has the power to vote or direct the vote with respect to, the
number of shares of common stock, par value $1.25 per share, of the Company
("Company Common Stock"), as set forth on the signature page hereof beneath
such Stockholder's name (with respect to each Stockholder, such Stockholder's
"Existing Shares" and, together with any shares of the Company Common Stock or
other voting capital stock of the Company as to which the power to vote or
direct the vote with respect to is acquired after the date hereof, whether
upon the exercise of warrants, options, conversion of convertible securities
or otherwise, such Stockholder's "Shares"); and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has required that each Stockholder enter into this
Agreement;
NOW THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements herein contained, and
intending to be legally bound hereby, the parties hereto agree as follows:
ARTICLE I
VOTING
1.1 Agreement to Vote. Each Stockholder hereby agrees that it shall,
and shall cause the holder of record on any applicable record date to, from
time to time, at the request of Parent, at any meeting (whether annual or
special and whether or not an adjourned or postponed meeting) of stockholders
of the Company, however called, or in connection with any written consent of
the holders of the Company Common Stock, (a) if a meeting is held, appear at
such meeting or otherwise cause such Stockholder's Shares to be counted as
present thereat for purposes of establishing a quorum and (b) vote (or cause
to be voted), in person or by proxy, or provide (or cause to be provided) a
written consent in lieu of a meeting with respect to, all the Shares of such
Stockholder (i) in favor of the approval and adoption of the Merger Agreement
and the Merger, (ii) against (x) any Takeover Proposal (other than the Merger
Agreement and the Merger), (y) any proposal, action or transaction that would
reasonably be expected to materially impede or delay the Merger, or materially
adversely affect the Merger Agreement or the consummation of the Merger (so
long as, in the case of this clause (y), Parent requests in writing, at or
prior to the meeting or written consent, that such Stockholder vote against
any such proposal, action or transaction) or (z) any amendment to the
Company's Restated Certificate of Incorporation or By-laws which amendment
would reasonably be expected to materially impede or delay the Merger, or
materially adversely affect the Merger Agreement or the consummation of the
Merger (so long as, in the case of this clause (z), Parent requests in
writing, at or prior to the meeting or written consent, that such Stockholder
vote against any such amendment).
1.2 No Ownership Interest. Nothing contained in this Agreement shall
be deemed to vest in Parent or Sub any direct or indirect ownership or
incidence of ownership of or with respect to any Shares. All rights and
ownership and economic benefits of and relating to the Shares shall remain
vested in and belong to the Stockholders, and Parent and Sub shall have no
authority to manage, direct, superintend, restrict, regulate, govern or
administer any of the policies or operations of the Company or exercise any
power or authority to direct the Stockholders in the voting of any of the
Shares, except as otherwise provided herein.
1.3 No Inconsistent Agreements. Each Stockholder hereby represents
to Parent and covenants and agrees that, except as contemplated by this
Agreement and the Merger Agreement, such Stockholder (a) has not entered, and
at any time while this Agreement remains in effect shall not enter, into any
voting agreement or voting trust with respect to any Shares which is
inconsistent with such Stockholder's obligations under this Agreement and (b)
has not granted, and shall not grant at any time while this Agreement remains
in effect, a proxy or power of attorney with respect to any Shares which is
inconsistent with such Stockholder's obligations under this Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER
Each Stockholder hereby, severally and not jointly, represents and
warrants as to itself to Parent as follows:
2.1 Authorization; Validity of Agreement; Necessary Action. Such
Stockholder has full power and authority to execute and deliver this
Agreement, to perform such Stockholder's obligations hereunder and to
consummate the transactions contemplated hereby. The execution, delivery and
performance by such Stockholder of this Agreement and the consummation by it
of the transactions contemplated hereby have been duly and validly authorized
by such Stockholder and no other actions or proceedings on the part of such
Stockholder or any record holder of such Stockholders' Shares are necessary to
authorize the execution and delivery by it of this Agreement and the
consummation by it of the transactions contemplated hereby. This Agreement has
been duly executed and delivered by such Stockholder, and, assuming this
Agreement constitutes a valid and binding obligation of Parent, constitutes a
valid and binding obligation of such Stockholder, enforceable against it in
accordance with its terms. No Stockholder who is executing and delivering this
Agreement in a trustee capacity is required to obtain the consent of any
beneficiary or other person to execute and deliver this Agreement or to
consummate the transactions contemplated hereby, other than any consent that
has been obtained as of the date hereof.
2.2 Shares. Such Stockholder's Existing Shares are, and all of its
Shares from the date hereof through and on the date of the Stockholders
Meeting will be, owned beneficially as indicated on the signature page hereto
for such Stockholder and
such Stockholder has, and through the date of the Stockholders Meeting will
have, the power to vote or direct the vote with respect to all such Shares
(subject to any dispositions of Shares permitted by Section 3.1(a) hereof).
Such Stockholder has and will have the power to vote and the power to issue
instructions with respect to the matters set forth in Article I hereof, in
each case with respect to all of such Stockholder's Existing Shares and with
respect to all of such Stockholder's Shares on the date of the Stockholders
Meeting, with no limitations, qualifications or restrictions on such rights,
subject to applicable federal securities laws and the terms of this Agreement.
ARTICLE III
OTHER COVENANTS
3.1 Further Agreements of Stockholders.
(a) Each Stockholder, severally and not jointly, hereby agrees,
from the date hereof until the completion of the Stockholders Meeting, not to
sell, transfer, pledge, encumber, assign or otherwise dispose of
(collectively, a "Transfer") or enter into any contract, option or other
arrangement or understanding with respect to the offer for sale, sale,
transfer, pledge, encumbrance, assignment or other disposition of, any of its
Existing Shares or any Shares acquired after the date hereof, except (i) by
testamentary disposition or operation of law (including, without limitation,
the laws of intestacy) or (ii) to a person who agrees in writing, in an
instrument reasonably acceptable to Parent, to be bound by this Agreement as a
Stockholder, including Section 1.1; provided, however, that, notwithstanding
the provisions of this Section 3.1(a), such Stockholder may Transfer that
number of Shares set forth opposite its name on Exhibit A hereto without
compliance with this sentence; provided that each such Transfer is not, to the
knowledge of such Stockholder, to a person who has made a Takeover Proposal.
(b) In the event of a stock dividend or distribution, or any
change in the Company Common Stock by reason of any stock dividend or
distribution, or any change in the Company Common Stock by reason of any stock
dividend, split-up, recapitalization, combination, exchange of shares or the
like, the term "Shares" shall be deemed to refer to and include the Shares as
well as all such stock dividends and distributions and any securities into
which or for which any or all of the
Shares may be changed or exchanged or which are received in such transaction.
ARTICLE IV
MISCELLANEOUS
4.1 Termination. This Agreement shall automatically terminate and no
party shall have any rights or duties hereunder upon the earlier of (a) the
Effective Time; (b) the termination of the Merger Agreement in accordance with
its terms; or (c) with respect to any Stockholder, any amendment to the Merger
Agreement that (i) is material and adverse to such Stockholder, and (ii) is
executed subsequent to the date of this Agreement. For purposes of this
Section 4.1, a material and adverse amendment to the Merger Agreement
includes, without limitation, any amendment, modification, change or waiver to
the terms of the Merger Agreement, in any case that results in any decrease in
the price to be paid per share of Company Common Stock, any change in the form
of consideration to be used to purchase Shares that results in a reduction of
the amount of cash to be paid in respect thereof or any delay in the deposit
with the Paying Agent of all cash required to be deposited pursuant to Section
2.02(a) of the Merger Agreement (as in effect on the date hereof) beyond the
fifth business day after the time at which the Merger becomes effective.
Nothing in this Section 4.1 shall relieve or otherwise limit any party of
liability for breach of this Agreement.
4.2 Further Assurances. From time to time, at Parent's request and
without further consideration, each Stockholder shall execute and deliver such
additional documents and take all such further action as may be reasonably
necessary or desirable to carry out the provisions of this Agreement.
4.3 Notices. All notices and other communications hereunder shall be
in writing and shall be deemed duly given (a) on the date of delivery if
delivered personally, or by telecopy or telefacsimile, upon confirmation of
receipt, (b) on the first business day following the date of dispatch if
delivered by a recognized next-day courier service, or (c) on the tenth
business day following the date of mailing if delivered by registered or
certified mail, return receipt requested, postage prepaid. All notices
hereunder shall be delivered as set forth below, or pursuant to such other
instructions as may be designated in writing by the party to receive such
notice:
(a) If to Parent, to
Thames Water Plc
Xxxxxxxxxx Xxxxx
Xxxxxxx Xxxx
Xxxxxxx XXX 0XX
Xxxxxx Xxxxxxx
Attention: Xxx XxXxxxxx
Xxxxx Xxxxxxxxxxx
Xxxxxx Xxxxx
with a copy to:
Cravath, Swaine & Xxxxx
Worldwide Plaza
000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Xxxx X. Xxxxxx, Esq.
Telecopy: (000) 000-0000
(b) if to a Stockholder, as provided on Exhibit B hereof.
4.4 Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each
of the parties and delivered to the other parties, it being understood that
all parties need not sign the same counterpart.
4.5 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware, regardless of the laws
that might otherwise govern under applicable principles of conflicts of laws
thereof.
4.6 Amendment. This Agreement may not be amended except by an
instrument in writing signed on behalf of the Parent and each Stockholder to
be affected thereby.
4.7 Stockholder Capacity. No person executing this Agreement who is
or becomes during the term of this Agreement an officer or director of the
Company makes (or shall be deemed to have made) any agreement or understanding
herein in his or her capacity as such officer or director. Without limiting
the generality of the foregoing, each Stockholder signs solely in his or her
capacity as the beneficial owner of such
Stockholder's Shares and nothing herein shall limit or affect any action taken
by a Stockholder in his or her capacity as an officer or director of the
Company.
4.8 Several Basis. The parties hereto agree and acknowledge that
each Stockholder's duties, obligations, covenants, representations and
warranties are made individually and on a several and not joint basis, and, if
made by a trustee of a trust that owns Shares, are made by such trustee in his
or her fiduciary capacity, and not individually.
4.9 Entire Agreement; No Third-Party Beneficiaries. This Agreement
(including the documents and instruments referred to herein) (i) constitutes
the entire agreement and supersedes all prior agreements and understandings,
both written and oral, among the parties hereto with respect to the subject
matter of this Agreement and (ii) is not intended to confer upon any person
other than the parties hereto (and their respective successors and assigns)
any rights or remedies.
4.10 Assignment. Except as provided in Section 3.1(a), neither this
Agreement nor any of the rights, interests or obligations under this Agreement
shall be assigned, in whole or in part, by any of the parties hereto without
the prior written consent of the other parties hereto, except that Parent may
assign, in its sole discretion, any of or all its rights, interests and
obligations under this Agreement to any direct or indirect wholly owned
subsidiary of Parent, but no such assignment shall relieve Parent of any of
its obligations under this Agreement. Any purported assignment in violation of
this Section 4.9 shall be void. Subject to the preceding sentences of this
Section 4.9, this Agreement shall be binding upon, inure to the benefit of and
be enforceable by, the parties hereto and their respective successors and
assigns.
4.11 Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of law or
public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced,
the parties hereto shall negotiate in good faith to modify this Agreement so
as to effect the original intent of the parties as closely as possible to the
fullest extent permitted by applicable law in an acceptable manner and to the
end that the transactions contemplated hereby are fulfilled to the extent
possible.
4.12 Enforcement. The parties agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that the parties shall be entitled to an injunction
or injunctions to prevent breaches of this Agreement and to specific
performance of the terms hereof in any Delaware state court or any Federal
court located in the State of Delaware, this being in addition to any other
remedy to which they are entitled at law or in equity. In addition, each of
the parties hereto (a) consents to submit itself to the personal jurisdiction
of any Delaware state court or any Federal court located in the State of
Delaware in the event any dispute arises out of or under or relates to this
Agreement or any of the transactions contemplated hereby, (b) agrees that it
will not attempt to deny or defeat such personal jurisdiction by motion or
other request for leave from any such court, (c) agrees that it will not bring
any action, suit or proceeding arising out of or under or relating to this
Agreement or any of the transactions contemplated hereby in any court other
than any Delaware state court or any Federal court located in the State of
Delaware and (iv) waives any right to trial by jury with respect to any
action, suit or proceeding arising out of or under or relating to this
Agreement or any of the transactions contemplated hereby in any Delaware state
court or any Federal court located in the State of Delaware, and hereby
further and unconditionally waives and agrees not to plead or claim in any
such court that any such action, suit or proceeding brought in any such court
has been brought in an inconvenient forum.
[Remainder of this page intentionally left blank]
IN WITNESS WHEREOF, Parent and each of the Stockholders have signed
or caused this Agreement to be signed by their respective officers or other
authorized person thereunto duly authorized, as of the date first written
above.
Thames Water Aqua Holdings GmbH
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X Xxxxx
Title: Attorney-in-Fact
By: /s/ Xxxxxxx Xxxx Xxxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxx Xxxxxxxxx
Title: Attorney-in-fact
By: /s/ Xxxxxxx Xxxx
---------------------------------
Name: Xxxxxxx Xxxx
As Managing General Partner of
Waterworks Associates, L.P., a
Delaware limited partnership, with
respect to 3,687,605 Existing Shares.
As Manager of Amworks, L.L.C., a
Delaware limited liability company,
with respect to 1,225,864 Existing
Shares.
Existing Shares: 4,913,469
By: /s/ Xxxxxx X. Xxxx
---------------------------------
Name: Xxxxxx X. Xxxx
In her individual capacity, with
respect to 4,050,239 Existing Shares.
Existing Shares: 4,050,239
XXXXXXX XXXX FAMILY TRUST
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Trustee
By: /s/ Xxxxxxxxx X. Xxxxxxxxxxx
---------------------------------
Name: Xxxxxxxxx X. Xxxxxxxxxxx
Title: Trustee
Existing Shares: 4,769,720
CLAIRE INVESTMENT COMPANY
By: XXXXXX X. XXXXX 1946 TRUST, as
general partner
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Trustee
By: XXXXXX X. XXXXX 1952 TRUST, as
general partner
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Trustee
By: /s/ Xxxxxxx Xxxxx Xxxxxx
-----------------------------
Name: Xxxxxxx Xxxxx Xxxxxx
Title: Trustee
Existing Shares: 2,981,075
Xxxx Family Investments Limited
By: XXXX FAMILY INVESTMENTS, INC., as
general partner
By: XXXXX X. XXXX REVOCABLE
TRUST, as sole shareholder
By: BESSEMER TRUST COMPANY
OF FLORIDA, as trustee
By:/s/ Xxxxx X. Xxxxx, Xx.
------------------------
Name: Xxxxx X. Xxxxx, Xx.
Title: Managing Director
By:/s/ Xxxxx Xxxxxxxxxx
----------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Trustee
By:/s/ Xxxxx X. Xxxx
----------------------------
Name: Xxxxx Xxxx
Title: Trustee
By:/s/ Xxxxxx Xxxx
----------------------------
Name: Xxxxxx Xxxx
Title: Trustee
Existing Shares: 428,572
XXXXX X. XXXX REVOCABLE TRUST
By: BESSEMER TRUST COMPANY OF FLORIDA,
as trustee
By:/s/ Xxxxx X. Xxxxx, Xx.
--------------------------------
Name: Xxxxx X. Xxxxx, Xx.
Title: Managing Director
By:/s/ Xxxxx Xxxxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Trustee
By:/s/ Xxxxx X. Xxxx
------------------------------------
Name: Xxxxx Xxxx
Title: Trustee
By:/s/ Xxxxxx Xxxx
------------------------------------
Name: Xxxxxx Xxxx
Title: Trustee
Existing Shares: 1,451,996
BESSEMER TRUST COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Principal
As Trustee for the Irrevocable Trust
For The Benefit Of Xxxxx Xxxxxxxxxx,
with respect to 1,187,362 Existing
Shares.
As Trustee for the Xxxxxx Xxxx
Irrevocable Trust, with respect to
1,148,212 Existing Shares.
As Trustee for the Xxxxxx Xxxx
Revocable Trust, with respect to
24,919 Existing Shares.
Existing Shares: 2,360,493
BANKERS TRUST FLORIDA, N.A.
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
-----------------------------------
Name: X.X. Xxxxxxx, Xx.
Title: Vice President
As Trustee for Irrevocable Trust For
The Benefit Of Xxxxx Xxxx, with
respect to 891,784 Existing Shares.
As Trustee for the Xxxxx X. Xxxx
Generation Skipping Trust, with
respect to 37,764 Existing Shares.
Existing Shares: 929,548
MELLON BANK
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
By: /s/ Xxxxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Each as Trustee under the Deed of
Trust of Xxxxxxx Xxxxxxx as appointed
by Will of Xxxxxxxxx X. Xxxxx, with
respect to 397,048 Existing Shares.
Each as Trustee under the Deed of
Trust of Xxxxxxx Xxxxxxx as appointed
by Will of Xxxxxxx X. Xxxxxxx, with
respect to 503,536 Existing Shares.
Each as Trustee under the Xxxx X.
Xxxxxxx Appointive Trust #1, with
respect to 142,948 Existing Shares.
Each as Trustee under the Xxxx X.
Xxxxxxx Appointive Trust #2, with
respect to 230,000 Existing Shares.
Existing Shares: 1,273,532
MELLON BANK
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
As Trustee under the Deed of Trust of
Xxxxxxx Xxxxxxx for Xxxxx X. Xxxxxxx,
with respect to 547,984 Existing
Shares.
As Trustee under the Deed of Trust of
Xxxxxxx Xxxxxxx for Xxxxxxxxx X.
Xxxxxxx, with respect to 480,248
Existing Shares.
Existing Shares: 1,028,232
EXHIBIT A
Shares Not Subject To Transfer Restrictions
Name: Number of Shares:
---- -----------------
Xxxxxx X. Xxxx............................................ 202,512
Amworks, L.L.C............................................ 61,293
Waterworks Associates, L.P ............................... 184,380
Xxxxxxx Xxxx Family Trust................................. 238,486
Claire Investment Company................................. 149,054
Deed of Trust of Xxxxxxx Xxxxxxx
as appointed by Will of Xxxxxxxxx X. Xxxxx................ 19,852
Deed of Trust of Xxxxxxx Xxxxxxx
as appointed by Will of Xxxxxxx X.
Xxxxxxx................................................... 25,177
Xxxx X. Xxxxxxx Appointive
Trust #1.................................................. 7,147
Xxxx X. Xxxxxxx Appointive
Trust #2.................................................. 11,500
Deed of Trust of Xxxxxxx Xxxxxxx
for Xxxxx X. Xxxxxxx...................................... 27,399
Deed of Trust of Xxxxxxx Xxxxxxx
for Xxxxxxxxx X. Xxxxxxx.................................. 24,012
Xxxx Family Investments Limited........................... 21,429
Xxxxx X. Xxxx Revocable Trust............................. 72,600
Irrevocable Trust For The Benefit
Of Xxxxx Xxxxxxxxxx....................................... 59,368
Xxxxxx Xxxx Irrevocable Trust............................. 100,000
Xxxxxx Xxxx Revocable Trust............................... 1,246
Name: Number of Shares:
---- -----------------
Irrevocable Trust For The Benefit
Of Xxxxx Xxxx............................................. 44,589
Xxxxx X. Xxxx Generation
Skipping Trust............................................ 1,888
EXHIBIT B
Notices
Name: Address:
---- --------
Xxxxxxx Xxxx c/o Xxxxxx X. Xxxx
000X Xxxxxxxxx Xxx.
Xxxxxxxxx, XX 00000
Xxxxxx X. Xxxx 000X Xxxxxxxxx Xxx.
Xxxxxxxxx, XX 00000
Xxxxxxx Xxxx Family Trust MFO Management Company
Attn: Xxxxxxxxx X. Xxxxxxxxxxx 000 X. Xxxxx Xx., Xxxxx 0-X
Xxxxx, XX 00000
Claire Investment Company X.X. Xxxx Foundation
Attn: Xxxxxxx X. Xxxxx Xxxx Foundation Building
000 Xxxxx Xxxxxxx Xxxxxx,
00xx Xxxxx
Xxxxx, XX 00000
Xxxx Family Investments Limited 000 Xxxxx Xxxx Xxx
C/o Bessemer Trust Company of Florida Xxxx Xxxxx, XX 00000-0000
Attn: Xxxxx X. Xxxxx, Xx.
Xxxxx X. Xxxx Revocable Trust 000 Xxxxx Xxxx Xxx
C/o Bessemer Trust Company of Florida Xxxx Xxxxx, XX 00000-0000
Attn: Xxxxx X. Xxxxx, Xx.
Bessemer Trust Company of Florida 000 Xxxxx Xxxx Xxx
Attn: Xxxxx X. Xxxxx, Xx. Xxxx Xxxxx, XX 00000-0000
Bessemer Trust Company 000 Xxxxxxxxxx Xxxxxx Xxxxx
Attn: Xxxx Xxxxxxxxx Woodbridge, NJ 07095-0980
Bankers Trust Florida, N.A. 000 Xxxxx Xxxx Xxx
Xxxx: X.X. Xxxxxxx, Xx. Xxxx Xxxxx, XX 00000
Xxxxxxxxx Xxxxxxx 000 Xxxxx Xxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Mellon Bank
Attn: Xxxxxxx X. Xxxxxxx 0000 Xxxxxx Xxxxxx, 0xx xxxxx
Xxxxxxxxxxxx, XX 00000
