METRO-XXXXXXX-XXXXX INC.
STOCK PURCHASE AGREEMENT
As of February 5, 2001
Tracinda Corporation
000 Xxxxx Xxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Dear Sirs:
Metro-Xxxxxxx-Xxxxx Inc., a Delaware corporation (the "Company"),
desires to sell, and the person named on the signature page hereto
("Purchaser"), desires to purchase, 15,715,667 shares (the "Shares")of the
Company's non-voting Series B Preferred Stock, par value $.01 per share, at a
purchase price of $20.68 per share (the "Price per Share"). The Series B
Preferred Stock (the "Preferred Stock") will not bear dividends but will have a
liquidation preference of $.01 per share and will become convertible, on a
share-for-share basis, into the Company's Common Stock, par value $.01 per share
(the "Common Stock"), upon approval of the Company's stockholders.
Section 1. Purchase, Sale and Delivery of Shares.
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(a) Subject to the terms and conditions herein, the Company
agrees to sell to Purchaser, and Purchaser agrees to purchase from the Company,
the Shares at the Price per Share.
(b) Payment of the purchase price for, and delivery of
certificates for the Shares shall be made at the offices of Christensen, Miller,
Fink, Jacobs, Xxxxxx, Xxxx & Xxxxxxx, LLP, 2121 Avenue of the Stars, 18th Floor,
Los Angeles, California, or at such other place as shall be agreed upon by
Purchaser and the Company, at 10:00 a.m., Los Angeles time, on the third
business day after the date hereof, or such other time and date as shall be
agreed upon by Purchaser and the Company (such time and date of payment and
delivery being herein called the "Closing Time"). Certificates for the Shares
shall be in such denominations and registered in such names as Purchaser may
request in writing at least two business days before the Closing Time.
(c) Payment of the Purchase Price shall be made to the
Company in immediately available funds to be delivered by wire transfer by the
Purchaser or its agent to such account as the Company shall have designated by
notice to the Purchaser no less than one business day prior to the Closing Time,
against delivery to Purchaser of certificates for the Shares.
Section 2. Representations and Warranties.
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(a) The Company hereby represents and warrants to Purchaser
as follows:
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(i) the Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware; and the Company
has all requisite corporate power and authority to enter into this Agreement and
to consummate the transactions set forth in Section 1 hereof;
(ii) the execution and delivery by the Company of this Agreement, and
the consummation by the Company of the transactions set forth in Section 1
hereof, have been duly authorized by all necessary corporate action on the part
of the Company, except for authorization and approval of the Preferred Stock by
the Company's Board of Directors which shall be obtained prior to the Closing;
(iii) this Agreement has been duly executed and delivered by the
Company and constitutes a valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as the
enforceability hereof may be limited by bankruptcy, insolvency or other similar
laws affecting creditors' rights generally or general principles of equity;
(iv) no consent, approval, order or authorization of, or
registration, declaration or filing with, any court, administrative agency or
commission, or other governmental authority or instrumentality, domestic or
foreign, is required by, or with respect to, the Company in connection with the
execution and delivery of this Agreement by the Company or the consummation by
the Company of the transactions set forth in Section 1 hereof (other than any
filings required under the Securities Act of 1933, as amended);
(v) the Company has made all filings with the Commission that it has
been required to make under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since January 1, 2000 (collectively, the "Public Reports");
each of the Public Reports, as of its respective date, complied with the
Exchange Act in all material respects; and none of the Public Reports, as of
their respective dates, contained any untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not
misleading;
(vi) the execution and delivery of this Agreement by the Company and
the consummation by the Company of the transactions set forth in Section 1
hereof does not conflict with, or result in a breach or violation of, any law or
regulation of any governmental authority applicable to the Company or any
material agreement to which the Company is a party nor create or impose any
lien, charge or encumbrance upon any property as assets of the Company;
(vii) The financial statements included in or incorporated by
reference into the Public Reports, including the related notes and schedules,
have been prepared in accordance with United States generally accepted
accounting principles applied on a consistent basis throughout the periods
covered thereby, except as may be indicated therein or in the notes thereto and
except with respect to unaudited statements as permitted by Form 10-Q under the
Exchange Act, and fairly present in all material respects the financial
condition of the Company and its subsidiaries as of the indicated dates and the
results of operations of the Company and its subsidiaries for the indicated
periods; provided, however, that the interim statements are subject to normal
year-end adjustments;
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(viii) when issued and paid for in accordance with the provisions
of Section 1 hereof, the Shares sold to Purchaser pursuant to Section 1 hereof
shall be duly authorized, validly issued, fully paid, nonassessable and free of
any claims or encumbrances, other than any claims or encumbrances resulting from
actions taken by Purchaser with respect to the shares to be received by it
hereunder; and
(ix) No stockholder of the Company and no other person has any
right of first refusal or any preemptive rights in connection with the issuance
of the Shares.
(b) Purchaser hereby represents and warrants to the Company as
follows:
(i) Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization and has all requisite power and authority to enter into this
Agreement and to consummate the transactions set forth in Section 1 hereof on
behalf of its client accounts;
(ii) the execution and delivery by Purchaser of this Agreement,
and the consummation by Purchaser of the transactions set forth in Section 1
hereof, have been duly authorized by all necessary corporate action on
Purchaser's part;
(iii) this Agreement has been duly executed and delivered by
Purchaser and constitutes a valid and binding obligation of Purchaser
enforceable against Purchaser in accordance with its terms, except as the
enforceability hereof may be limited by bankruptcy, insolvency or other similar
laws affecting creditors' rights generally or general principles of equity;
(iv) no consent, approval, order or authorization of, or
registration, declaration or filing with, any court, administrative agency or
commission or other governmental authority or instrumentality, domestic or
foreign, is required by, or with respect to, Purchaser in connection with the
execution and delivery of this Agreement by Purchaser or the consummation by
Purchaser of the transactions set forth in Section 1 hereof; and
(v) the execution and delivery of this Agreement by Purchaser
and the consummation by Purchaser of the transactions set forth in Section 1
hereof do not conflict with, or result in a breach or violation of, any law or
regulation of any governmental authority applicable to Purchaser or, at the
Closing Time, any material agreement to which Purchaser is a party.
Section 3. New York Stock Exchange Listing. The Company will use
-------------------------------
commercially reasonable efforts to cause the shares of Common Stock issuable
upon conversion of the Shares to be listed, subject to notice of issuance, on
the New York Stock Exchange.
Section 4. Conditions to the Closing. The obligations of Purchaser, on the
-------------------------
one hand, and the Company, on the other hand, to consummate their respective
obligations pursuant to Section 1 hereof are subject to the satisfaction at or
prior to the Closing Time of each of the following conditions:
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(a) Each of the representations and warranties of the other party
hereto contained in this Agreement shall be true and correct in all material
respects at and as of the Closing Time.
(b) The terms of the Shares as approved by the Board of Directors of
the Company shall be in substantially the form previously provided to Purchaser
and described in the Company's Preliminary Prospectus Supplement dated February
1, 2001; and a certificate of designation for the Shares shall has been filed
with the Secretary of State of the State of Delaware.
Section 5. Demand Registration Right.
-------------------------
(a) Definitions and Construction.
----------------------------
(i) Definitions. For purposes of this Agreement:
-----------
"Agreement" shall mean this Stock Purchase Agreement, as amended from
---------
time to time.
"Commission" shall mean the Securities and Exchange Commission or any
----------
other Federal agency administering the Securities Act at the time.
"Common Stock" means the Company's common stock and stock of any other
------------
class or other consideration into which such common stock may hereafter have
been changed.
"Company" shall have the meaning set forth in the preamble to this
-------
Agreement.
"Costs and Expenses" shall have the meaning set forth in Section 5(e)
------------------
hereof.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
------------
amended, or any successor Federal statute, and the rules and regulations of the
Commission thereunder, as the same shall be in effect at the time. Reference to
a particular section of the Exchange Act shall include a reference to the
comparable section, if any, of such successor Federal statute.
"Holder(s)" shall mean Tracinda Corporation, a Nevada corporation.
---------
"Preferred Stock" means the Company's Series B Preferred Stock, par
value $.01 per share.
"Register," "registered," and "registration," refer to a registration
-------- ---------- ------------
effected by preparing and filing a registration statement or similar documents
in compliance with the Securities Act, and the declaration or ordering of
effectiveness of such registration statement or document.
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"Registrable Securities" means (i) Common Stock received by the Holder
----------------------
upon conversion of the Preferred Stock and (ii) any Common Stock issued as a
dividend or other distribution with respect to, or in exchange for or in
replacement of the shares referenced in (i), above, provided that Registrable
Securities shall not include any of the above which were sold pursuant to one or
more registration statements under the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended, or any
--------------
successor Federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time. Reference to a
particular section of the Securities Act shall include a reference to the
comparable section, if any, of any such successor Federal statute.
"Violation" shall have the meaning set forth in Section 5(f) hereof.
---------
(b) Request for Registration.
------------------------
(i) The Holder may at any time after the conversion of the Preferred
Stock into Common Stock request that the Company prepare and file and use all
reasonable efforts to cause to become effective as promptly as practicable a
registration statement under the Securities Act covering the registration of all
of the Registrable Securities.
(ii) Upon receipt of a written request pursuant to Section 5(b)(i)
hereof, the Company shall use its best efforts to file as soon as practicable
(and in any event within 120 days of the receipt of such request) a registration
statement under the Securities Act with respect to all Registrable Securities.
(iii) If the Holder intends to distribute the Registrable Securities
covered by request by means of an underwriting, it shall so advise the Company
as a part of request made pursuant to Section 5(b)(i). The underwriter(s) will
be jointly selected by Company and the Holder, which approval shall not be
unreasonably withheld.
(iv) Notwithstanding the foregoing, the Company shall have the right,
at any time after receipt of the request of the Holder, to defer taking action
with respect to such filing for a period of not more than 90 days if the Company
shall furnish to the Holder a certificate signed by the Chief Executive Officer
of the Company stating that Board of Directors of the Company has in good faith
determined that it would be detrimental to the Company for such registration
statement to be filed or caused to become effective. If the Company shall
exercise its right to defer taking action, the time periods set forth in Section
5(b)(ii) shall be extended by the length of such deferment. If, after a
registration statement becomes effective, the Company advises the Holder that
the Company considers it appropriate for the registration statement to be
amended, the Holder shall suspend any further sales of the Registrable
Securities until the Company advises it that the registration statement has been
amended and the Holder shall promptly return to the Company all prospectuses
furnished prior to such amendment. The time periods referred to in Section
5(b)(ii) shall be extended for an additional number of business days during
which the right to sell shares was suspended.
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(c) Obligations of the Company. Whenever required under this Agreement to
--------------------------
effect the registration of any Registrable Securities, the Company, shall as
expeditiously as reasonably possible:
(i) Prepare and file with the Commission a registration statement
with respect to the Registrable Securities and use its best efforts to cause
such registration statement to become effective as promptly as practicable and
keep such registration statement effective until the distribution contemplated
in the Registration Statement has been completed.
(ii) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the dispositions of all
Registrable Securities covered by such registration statement.
(iii) Furnish to Holder such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as it may reasonably request in order
to facilitate the disposition of Registrable Securities owned by it.
(iv) Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably requested by the Holder;
provided that the Company shall not be required in connection therewith or as a
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condition thereto to qualify to do business, subject itself to taxation or to
file a general consent to service of process in any such state or jurisdiction.
(v) In the event of any underwritten public offering, enter into
and perform its obligations under customary and reasonable underwriting
agreement with the managing underwriter of such offering. Holder shall also
enter into and perform its obligations under such agreement.
(vi) Notify Holder at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing, and at the request of Holder, prepare and furnish to Holder a
reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to purchasers of
such Registrable Securities, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing.
(vii) Cause all such Registrable Securities registered hereunder to
be listed on
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each securities exchange on which similar securities issued by the Company are
then listed.
(viii) Furnish on the date that such Registrable Securities are
delivered to the underwriters for sale in connection with a registration
pursuant to this Agreement, or, if such securities are not being sold through
underwriters, on the date that the registration statement with respect to such
securities becomes effective, (i) an opinion of the counsel representing the
Company for the purposes of such registration, in form and substance as is
customarily given to underwriters in an underwritten public offering, addressed
to the underwriters, if any, and to the Holder and (ii) a letter from the
independent certified public accountants of the Company, in form and substance
as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to the Holder.
(d) Furnish Information. It shall be a condition precedent to the
-------------------
obligations of the Company to take any action pursuant to this Agreement with
respect to the Registrable Securities that Holder shall furnish to the Company
such information regarding itself, the Registrable Securities, and the intended
method of disposition of such securities as shall be required by the Securities
Act to effect the registration of such Holder's Registrable Securities.
(e) Expenses of Demand Registration. All costs and expenses, other than
-------------------------------
underwriting discounts and commissions and other fees imposed by law on Holder,
incurred in connection with registration, filing or qualification pursuant to
this Section 5, including (without limitation) all registration, filing and
qualification fees, printers' and accounting fees, fees and disbursements of
counsel for the Company ("Costs and Expenses") shall be borne by the Company;
------------------
provided, that the Company shall not be required to pay for any Costs and
Expenses associated with any registration proceeding begun pursuant to Section
5(b), if the registration request is subsequently withdrawn at the request of
the Holder (in which case Holder shall bear such Costs and Expenses).
(f) Indemnification. In the event any Registrable Securities are included
---------------
in a registration statement under this Agreement:
(i) To the extent permitted by law, the Company will indemnify and
hold harmless Holder, any underwriter (as defined in the Securities Act) for
Holder and each person, if any, who controls Holder or underwriter within the
meaning of the Securities Act or the Exchange Act, against any losses, claims,
damages, or liabilities (joint or several) to which they may become subject
under the Securities Act, or the Exchange Act, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any of the following statements, omissions or violations (collectively a
"Violation"): (i) any untrue statement or alleged untrue statement of a material
---------
fact contained in such registration statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereof (unless cured by an amendment or supplement to the
prospectus delivered to the Holder prior to the sales of Registrable Securities
that are subject to the claimed right of indemnification); (ii) the omission or
alleged omission to state therein a material fact required to be stated therein,
or necessary to make the statements therein not misleading (unless cured by an
amendment or supplement to the prospectus delivered to the Holder prior to the
sales of
-7-
Registrable Securities that are subject to the claimed right of
indemnification); or (iii) any violation or alleged violation by the Company of
the Securities Act, the Exchange Act or any rule or regulation promulgated under
the Securities Act or the Exchange Act; and the Company will pay to Holder,
underwriter or controlling person any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided that the indemnity agreement
--------
contained in this subsection 5(f)(i) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case
for any loss, claim, damage, liability or action to the extent (and only to the
extent) that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly for
use in connection with such registration by any such Holder or controlling
person of Holder.
(ii) To the extent permitted by law, Holder will indemnify and hold
harmless the Company, each of its directors, each of its officers, each person,
if any, who controls the Company within the meaning of the Securities Act or the
Exchange Act, any underwriter and any controlling person of any such
underwriter, against any losses, claims, damages, or liabilities (joint or
several) to which any of the foregoing persons may become subject, under the
Securities Act or the Exchange Act, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereto) arise out of or are based upon any
Violation, in each case to the extent (and only to the extent) that such
Violation occurs in reliance upon and in conformity with written information
furnished by such Holder expressly for use in connection with such registration;
and Holder will pay any legal or other expenses reasonably incurred by any
person intended to be indemnified pursuant to this subsection 5(f)(ii), in
connection with investigating or defending any such loss, claim, damage,
liability, or action; provided that the indemnity agreement contained in this
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subsection 5(f)(ii) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Holder (which consent shall not be unreasonably withheld);
provided further that the amount required to be paid by Holder pursuant to this
-------- -------
subsection 5(f)(ii) shall not exceed the proceeds of the sale of Registrable
Securities received by Holder in the registration.
(iii) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.
(iv) The obligations of the Company and Holders under this Section
10 shall survive the completion of any offering of Registrable Securities in a
registration statement under this Agreement, and otherwise. No indemnifying
party, in the defense of any such claim or litigation, shall, except with the
consent of each indemnified party, consent to the entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from
all liability in respect to such claim or litigation.
-8-
Section 6. Submission of Preferred Stock to the Company's Stockholders.
-----------------------------------------------------------
The Company agrees that it will submit to its stockholders, for their
approval, the terms of the Preferred Stock, including the issuance of Common
Stock, on a share-for-share basis, upon conversion of the Preferred Stock, at
the next meeting of its stockholders.
Section 7. Notices. Any notice required to be given hereunder shall be
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sufficient if in writing and sent by facsimile transmission, by courier service
(with proof of service), hand delivery or certified or registered mail (return
receipt requested and first-class postage prepaid), addressed as follows:
If to the Company, to:
Metro-Xxxxxxx-Xxxxx Inc.
0000 Xxxxxxxx, 0xx Xxxxx
Xxxxx Xxxxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxx, Esq., Senior Executive Vice
President and Secretary
Telephone: (000)000-0000
Fax: (000)000-0000
with a copy to:
Christensen, Miller, Fink, Jacobs, Xxxxxx, Weil & Xxxxxxx, LLP
2121 Avenue of the Stars, 00/xx/ Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxx X. XxXxxxx, Esq.
Telephone: (000)000-0000
Fax: (000)000-0000
If to Purchaser, to the person and address listed on the signature
page hereto, or to such other address as any party shall specify by written
notice so given, and such notice shall be deemed to have been delivered as of
the date so telecommunicated, personally delivered or mailed.
Section 8. Successors and Assigns. Except as otherwise expressly provided
----------------------
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto. Neither party may assign this Agreement without the prior
written consent of the other party.
Section 9. Governing Law and Submission to Jurisdiction.
--------------------------------------------
(a) This Agreement shall be governed by and construed in accordance
with the laws of the State of California applicable to agreements made and to be
performed in said State.
(b) The Company and Purchaser each submits to the jurisdiction of
any federal court sitting in the Central District of California in any action or
proceeding arising out of or relating to this Agreement and agrees that all
claims in respect of the action or proceeding may be heard and determined in any
such court. Each of the Company and Purchaser waives any defense of inconvenient
forum to the maintenance of any action or proceeding so brought and waives any
bond,
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surety, or other security that might be required of any other party with respect
thereto. Any party may make service on any other party by sending or delivering
a copy of the process (i) to the party to be served at the address and in the
manner provided for the giving of notices in Section 6 above. Nothing in this
Section 8(b), however, shall affect the right of any party to serve legal
process in any other manner permitted by law or at equity. Each party agrees
that a final judgment in any action or proceeding so brought shall be conclusive
and may be enforced by suit on the judgment or in any other manner provided by
law or at equity.
Section 10. Finder's Fees.
-------------
(a) The Company (i) represents and warrants that it has retained
no finder or broker in connection with the transactions contemplated by this
Agreement; and (ii) hereby agrees to indemnify and to hold the Purchaser
harmless of and from any liability for any commission or compensation in the
nature of a finder's fee to any broker or other person or firm (and the costs
and expenses of defending against such liability or asserted liability) for
which the Company, or any of its employees or representatives, are responsible.
(b) Purchaser (i) represents and warrants that, other than as
disclosed in writing to the Company prior to the execution of this Agreement, it
has retained no finder or broker in connection with the transactions
contemplated by this Agreement and (ii) hereby agrees to indemnify and to hold
the Company harmless of and from any liability for any commission or
compensation in the nature of a finder's fee to any broker or other person or
firm (and the costs and expenses of defending against such liability or asserted
liability) for which it, or any of its employees or representatives, are
responsible.
Section 11. Entire Agreement. This Agreement constitutes the entire
----------------
agreement between the Company and Purchaser and supersedes any prior
understandings, agreements, or representations between the Company and
Purchaser, written or oral, to the extent they are related in any way to the
subject matter hereof.
Section 12. Severability. In the event that any one or more of the
------------
provisions, paragraphs, words, clauses, phrases or sentences contained herein,
or the application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any other provision, paragraph, word, clause, phrase or
sentences hereof shall not be in any way impaired, it being intended that all
rights, powers and privileges of the parties hereto shall be enforceable to the
fullest extent of the law.
Section 13. Expenses. Each party shall bear its expenses and legal fees
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incurred with respect to this Agreement and the transactions contemplated
hereby.
Section 14. Delays or Omissions. No delay or omission to exercise any
-------------------
right, power or remedy accruing to any Purchaser, upon any breach or default of
the Company under this Agreement, shall impair any such right, power or remedy,
nor shall it be construed to be a waiver of any such breach or default, or any
acquiescence therein, or of or in any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any
-10-
other breach or default theretofore or thereafter occurring. All remedies,
either under this Agreement, or by law or otherwise afforded to a Purchaser,
shall be cumulative and not alternative.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
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If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement between
Purchaser and the Company in accordance with its terms.
Very truly yours,
METRO-XXXXXXX-XXXXX INC.
By: /s/ Xxxxxxx X. Xxxxx
____________________________________
Name: Xxxxxxx X. Xxxxx
_________________________________
Title: Senior Executive Vice President
________________________________
Accepted as of the date
first above written
TRACINDA CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
____________________________
Name: Xxxxxxx Xxxxxxxx
__________________________
Title: Secretary/Treasurer
_______________________
Address: 000 Xxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
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