Exhibit 2.3
SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT dated as of March 24, 1999 (this
"Agreement"), between Maxcor Financial Group Inc., a Delaware corporation (the
"Company"), and Welsh, Carson, Xxxxxxxx & Xxxxx VI, L.P., a Delaware limited
partnership ("WCAS VI"), and WCAS Information Partners, L.P., a Delaware limited
partnership ("WCAS Info" and, together with WCAS VI, the "Sellers").
WHEREAS, WCAS VI is the owner of 2,936,098 shares of the
Common Stock, par value $.001 per share ("Common Stock"), of the Company;
WHEREAS, WCAS Info is the owner of 50,248 shares of the Common
Stock;
WHEREAS, the Sellers have indicated their desire to sell the
aggregate 2,986,346 shares of Common Stock (the "Shares") that they own;
WHEREAS the Company has indicated its desire to purchase all
of the Shares;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the parties agree as follows:
ARTICLE 1
PURCHASE AND SALE OF SHARES; PURCHASE PRICE; CLOSING
SECTION 1.01. Purchase and Sale of the Shares. Upon the terms
and subject to the conditions set forth herein, at the Closing (as defined) the
Sellers agree to sell to the Company (the "Sale"), and the Company agrees to
purchase from the Sellers, the Shares, free and clear of all liens, security
interests, pledges, voting agreements, claims, options and encumbrances of every
kind, character and description whatsoever ("Liens"). The aggregate
consideration for the purchase of the Shares shall consist of (i) $4,226,105.50
in cash (the "Cash Consideration"), (ii) two six-month, 7% promissory notes of
the Company, one payable to WCAS VI and the other to WCAS Info, in the
respective forms attached hereto as Annex I and aggregating to $500,000 (the "7%
Notes"), and (iii) two twelve-month, 10% promissory notes of the Company in the
respective forms attached hereto as Annex II and aggregating to $500,000 (the
"10% Notes" and, together with the 7% Notes, the "Notes"), and shall be paid as
provided in Section 1.03 hereof.
SECTION 1.02 Escrow Arrangements. As security for repayment of
the Notes, the parties agree that 1,142,858 of the Shares (the "Escrowed
Shares") are to be deposited in escrow with Continental Stock Transfer & Trust
Company, as escrow agent ("Escrow Agent"), together with stock transfer powers
duly endorsed by the Company in blank with respect to the Escrowed Shares, with
the Escrowed Shares in whole or in part,
and the related stock powers, to be released to the Company or the Sellers as
follows, and otherwise in accordance with the terms of the Escrow Agreement, of
even date (the "Escrow Agreement"), among the Company, the Sellers and the
Escrow Agent: (i) upon repayment in full of the 7% Notes, one-half of the
Escrowed Shares and the related stock power will be released by the Escrow Agent
to the Company; (ii) upon repayment in full of the 10% Notes, the other one-half
of the Escrowed Shares and the related stock power will be released by the
Escrow Agent to the Company; and (iii) upon any Event of Default (as defined in
the Notes), all of the then-remaining Escrowed Shares and related stock power or
powers will be released by the Escrow Agent to the Sellers.
SECTION 1.03. Closing. The closing (the "Closing") of the
purchase and sale of the Shares hereunder shall take place at the offices of the
Company, 2 World Trade Center, 84th Floor, New York, New York 10048 (i) at 10:00
a.m., local time, on May 7, 1999, or as soon thereafter as practicable after
each of the conditions set forth in Article 5 of this Agreement shall have been
fulfilled or waived in accordance herewith, or (ii) at such other date, time or
place as the Company and the Sellers may agree (the time and date of the Closing
being hereinafter called the "Closing Date"). At the Closing:
(a) The Company shall cause a wire transfer or transfers of
immediately available funds in the amounts specified under the heading "Payable
at Closing" opposite each Seller's name in Annex III (and aggregating
$4,226,105.50) to be made to such account or accounts as the Sellers shall
specify prior to the Closing Date;
(b) The Company shall deliver to the Sellers the Notes;
(c) The Sellers shall deliver to the Company certificates
representing the Shares, duly endorsed by the Sellers (with medallion guarantee)
for transfer to the Company or accompanied by stock powers duly endorsed by the
Sellers (with medallion guarantee) to the Company;
(d) The Company shall deliver the certificates representing
the Shares to Continental Stock Transfer & Trust Company, as transfer agent for
the Common Stock (the "Transfer Agent"), and cause the Transfer Agent (i) to
deliver to the Escrow Agent two certificates, each registered in the name of the
Company and representing one-half of the Escrowed Shares (the "Certificates")
and (ii) to deliver to the Company a certificate registered in the name of the
Company representing the balance of the Shares;
(e) The Company shall deliver to the Escrow Agent two stock
powers, each endorsed in blank by the Company and relating to one of the
Certificates (the "Stock Powers");
(f) The Sellers shall execute and deliver to the Company the
Amendment, in the form attached hereto as Annex IV (the "Amendment"), to the
Registration Rights Agreement, dated as of August 16, 1996, by and among the
Sellers, the Company and certain others.
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ARTICLE 2
REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE SELLERS
Each of the Sellers represents and warrants to, and agrees
with, the Company as follows:
SECTION 2.01. Authorization of Agreements, Etc. (a) The Seller
has full legal capacity and power to execute and deliver this Agreement, the
Escrow Agreement and the Amendment and to perform its obligations hereunder and
thereunder.
(b) The execution and delivery by the Seller of this
Agreement, the Escrow Agreement and the Amendment and the performance of its
obligations hereunder and thereunder will not violate any provision of law, any
order of any court or other agency of government, any judgment, award or decree
or any provision of any indenture, agreement or other instrument to which the
Seller is a party, or by which the Seller or any of the Shares is bound or
affected, or conflict with, result in a breach of or constitute (with due notice
or lapse of time or both) a default under any such indenture, agreement or other
instrument.
(c) The Seller acknowledges receipt of (i) the Company's
Annual Report on Form 10-K for the year ended December 31, 1997 (the "1997 Form
10-K"), (ii) the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 0000 (xxx "0xx Xxxxxxx Xxxx 00-X"), (xxx) the Company's draft
press releases relating to (x) the Company's results of operations for the year
ended December 31, 1998, (y) the Company's information data sale to Telerate,
Inc. and (z) the Sale (collectively, the "Releases"), (iv) the disclosure
letter, dated March 24, 1999, from the General Counsel of the Company to the
Seller (the "Disclosure Letter") and (v) all other information concerning the
Shares and the Company that the Seller has requested from the Company. The
Seller has made its own analysis of, and fully understands, the economic value
of the Shares that are hereby being sold by it to the Company. The Seller
acknowledges that the purpose of the Disclosure Letter is to provide the Seller
with certain material non-public information in the possession of the Company
prior to the execution of this Agreement, but recognizes that much of the
information contained therein is forward-looking, based on estimates and
assumptions of the Company's management, and that actual results may differ
materially from those anticipated therein.
(d) The Seller acknowledges and agrees that, as a result of
its receipt of the Disclosure Letter, it is in the possession of material,
non-public information about the Company (the "Information"), represents that it
has not since such receipt, and agrees that it will not after the execution
hereof, either (i) disclose any of the Information to any other party or (ii)
enter into any transaction with respect to any securities of the Company,
including any sale or purchase of any shares of Common Stock, except for the
Sale contemplated by this Agreement, unless and until the earlier of (x) a prior
written confirmation from the Company's General Counsel that the Information has
either been
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publicly disclosed or is no longer material (whether by virtue of being stale,
no longer accurate or otherwise) or (y) the public release of the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1999. The Seller
agrees to indemnify and hold harmless the Company from and against any and all
costs, expenses and other liabilities (including reasonable attorney's fees)
arising out of any breach by the Seller of its representations and agreements
contained in this subparagraph (d).
(e) The Seller acknowledges that there may be additional
material information concerning the Company, not contained in the Disclosure
Letter or the 1997 Form 10-K, the 3rd Quarter Form 10-Q or the Releases, in the
possession of the Company or arising after the date hereof, that the Company has
no obligation to make further disclosures to the Seller with respect to new
information, or changes in previously disclosed information, arising after the
date hereof, and that the Seller nonetheless desires to proceed with the
execution of this Agreement and consummation of the Sale. Accordingly, to the
fullest extent permissible under applicable law, the Seller (on behalf of
itself, its partners, its successors and assigns and any person or entity
claiming by or through it) hereby releases the Company from, and agrees not to
directly or indirectly initiate, support or otherwise encourage, any claim, suit
or action relating to or arising out of any failure by or on behalf of the
Company to supply or disclose any such additional or new information or any such
changes in previously disclosed information.
SECTION 2.02. Validity. Each of this Agreement, the Escrow
Agreement and the Amendment has been duly authorized, executed and delivered by
the Seller and constitutes a legal, valid and binding agreement of the Seller,
enforceable against the Seller in accordance with its terms.
SECTION 2.03. Title to Shares. The Seller is the lawful holder
of record and beneficial owner of the Shares specified under the heading "Number
of Shares" opposite the Seller's name in Annex III, and has good and valid title
thereto, free and clear of any and all Liens. The Seller has not heretofore
assigned, transferred or otherwise disposed of, or encumbered or otherwise
subjected to a Lien, in any case whether by operation of law or otherwise, any
of the rights represented by the Shares. Upon consummation of the Sale
contemplated hereby, the Company will obtain good and valid title to the Shares,
free and clear of any and all Liens (other than the Lien of the Escrow Agreement
with respect to the Escrowed Shares).
SECTION 2.04. Brokers and Finders. The Seller has not employed
any broker or finder or incurred any liability for any brokerage fees,
commissions or finders' fees in connection with the transactions contemplated by
this Agreement so as to give rise to any such liability on the part of the
Company.
SECTION 2.05. No Other Representations. Except as expressly
set forth in this Article 2, the Seller makes no representations or warranties
whatsoever, express or implied, to the Company. The Seller acknowledges that,
except for the representations and warranties of the Company set forth in
Article 3 below, the Seller has not relied upon any
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representations or warranties or other statements by or on behalf of the Company
in deciding to execute this Agreement and consummate the Sale.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Sellers as
follows:
SECTION 3.01. Authorization of Agreements, Etc. (a) The
Company has full legal power and capacity to execute and deliver this Agreement,
the Escrow Agreement and the Notes and to perform its obligations hereunder and
thereunder.
(b) The execution and delivery by the Company of this
Agreement, the Escrow Agreement and the Notes and the performance of its
obligations hereunder and thereunder will not violate any provision of law, any
order of any court or other agency of government, any judgment, award or decree
or any provision of any indenture, agreement or other instrument to which the
Company is a party, or by which the Company is bound or affected, or conflict
with, result in a breach of or constitute (with due notice or lapse of time or
both) a default under any such indenture, agreement or other instrument.
SECTION 3.02. Validity. Each of this Agreement, the Escrow
Agreement and the Notes has been duly authorized, executed and delivered by the
Company and constitutes a legal, valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms.
SECTION 3.03. Brokers and Finders. The Company has not
employed any broker or finder or incurred any liability for any brokerage fees,
commissions or finders' fees in connection with the transactions contemplated by
this Agreement so as to give rise to any such liability on the part of the
Sellers.
SECTION 3.04 Letter of Intent. The Company's subsidiary, Euro
Brokers Inc. ("Euro Brokers"), has received and executed the letter of intent of
General Electric Capital Corporation, dated as of March 11, 1999 (the "Letter"),
a true and accurate copy of which has been provided to the Sellers.
SECTION 3.05. No Other Representations. Except as expressly
set forth in this Article 3, the Company makes no representations or warranties
whatsoever, express or implied, to Sellers. The Company acknowledges that,
except for the representations and warranties of the Sellers set forth in
Article 2 above, the Company has not relied upon any representations or
warranties or other statements by or on behalf of the Sellers in deciding to
execute this Agreement and consummate the Sale.
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ARTICLE 4
PRE-CLOSING COVENANTS
SECTION 4.01. Continued Effectiveness of Representations and
Warranties. The Sellers shall cause the representations and warranties contained
in Section 2.03 hereof, and shall use their commercially reasonable efforts to
cause the rest of the representations and warranties contained in Article 2
hereof, to continue to be true and correct on and as of the Closing Date as if
made on the Closing Date. The Company shall use its commercially reasonable
efforts to cause the representations and warranties contained in Article 3
hereof to continue to be true and correct on and as of the Closing Date as if
made on the Closing Date.
SECTION 4.02. Financing Pursuant to the Letter. The Company
shall use its commercially reasonable efforts to satisfy or cause to be
satisfied all conditions precedent to be satisfied by it or Euro Brokers to the
obtaining by Euro Brokers of financing pursuant to the Letter (and any related
documentation) in a cash amount sufficient to pay (and that is permitted to be
used to pay) the Cash Consideration (the "Financing"). Upon obtaining of the
Financing by Euro Brokers, the Company shall cause Euro Brokers to dividend,
loan or otherwise make available to the Company the Financing.
ARTICLE 5
CONDITIONS PRECEDENT TO CLOSING
SECTION 5.01. Condition With Respect to Both Parties. The
obligations of both parties to consummate the Closing are subject to the
condition that there shall not have been issued or be in effect (i) any
judgment, decree or order issued by any federal, state, local or foreign court
of competent jurisdiction or (ii) any statute, rule or regulation enacted or
promulgated by any federal, state, local or foreign legislative, administrative
or regulatory body of competent jurisdiction that, in either of cases (i) or
(ii), prohibits the consummation of the transactions contemplated hereby or
makes such consummation illegal.
SECTION 5.02. Conditions With Respect to the Sellers. The
obligation of the Sellers to consummate the Closing shall be subject to the
satisfaction of each of the following conditions (unless any such condition is
expressly waived in writing by the Sellers) at the Closing:
(a) The representations and warranties of the Company herein
shall have been true and correct in all material respects as of the date hereof
and shall be true and correct in all material respects as of the Closing Date as
if made on and as of such date;
(b) The Company shall have performed in all material respects
all of its covenants and obligations under this Agreement to be performed at or
prior to the Closing; and
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(c) The Sellers shall have received at the time of the Closing
certificates from the Company reasonably satisfactory in form to the Sellers
certifying to the satisfaction of each of the conditions set forth in the
preceding subparagraphs (a) and (b) of this Section 5.02.
(d) Each of the Notes shall have been duly and validly
executed by the Company and delivered to the Sellers.
SECTION 5.03. Conditions With Respect to the Company. The
obligation of the Company to consummate the Closing shall be subject to the
satisfaction of each of the following conditions (unless any such condition is
expressly waived in writing by the Company) at the Closing:
(a) The representations and warranties of the Sellers herein
shall have been true and correct in all material respects as of the date hereof
and shall be true and correct in all material respects as of the Closing Date as
if made on and as of such date;
(b) The Sellers shall have performed in all material respects
all of their respective covenants and obligations under this Agreement to be
performed at or prior to the Closing;
(c) The Company shall have received at the time of the Closing
certificates from the Sellers reasonably satisfactory in form to the Company
certifying to the satisfaction of each of the conditions set forth in the
preceding subparagraphs (a) and (b) of this Section 5.03;
(d) The Amendment shall have been duly and validly executed by
each of the Sellers and delivered to the Company; and
(e) The Company shall have received the Financing.
ARTICLE 6
TERMINATION
SECTION 6.01. Termination. Anything herein or elsewhere to the
contrary notwithstanding, this Agreement may be terminated and the transactions
contemplated hereby abandoned at any time prior to the Closing:
(a) By mutual written consent of the Company and the Sellers;
or
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(b) By either the Company or the Sellers if the Closing has
not occurred by May 31, 1999 (other than as a result of a breach of
this Agreement by the party seeking termination); or
(c) By either party hereto if the other party shall have
breached in any material respect any representation, warranty, covenant
or obligation contained in this Agreement and such breach shall not
have been either (i) cured by the party in breach within ten (10) days
of written notice thereof given by the party not in breach or (ii)
waived by the party not in breach.
SECTION 6.02. Effect of Termination. If this Agreement is
terminated in accordance with Section 6.01 hereof, this Agreement shall become
void and of no further force and effect, and there shall be no liability on the
part of either the Company or the Sellers except for liability arising from a
willful material breach of this Agreement.
ARTICLE 7
MISCELLANEOUS
SECTION 7.01. Expenses, Etc. All costs and expenses, including
fees and disbursements of counsel, incurred in connection with the negotiation,
preparation, execution and delivery of this Agreement and the closing of the
transactions contemplated hereby, shall be paid by the party incurring such
expenses.
SECTION 7.02. Survival of Representations and Warranties. All
representations and warranties made by any party hereto in this Agreement or
pursuant hereto shall survive the execution of this Agreement and the
consummation of the Sale.
SECTION 7.03. Execution in Counterparts. For the convenience
of the parties, this Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
SECTION 7.04. Notices. All notices which are required or may
be given pursuant to the terms of this Agreement shall be in writing and shall
be sufficient in all respects if (i) delivered personally, (ii) mailed by
registered or certified mail, return receipt requested and postage prepaid,
(iii) sent via a nationally recognized overnight courier service or (iv) sent
via facsimile confirmed in writing to the recipient, in each case as follows:
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if to the Company, to:
Maxcor Financial Group Inc.
0 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Facsimile: (000) 000-0000
if to the Sellers to them at:
x/x Xxxxx, Xxxxxx, Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxx
Facsimile: (000) 000-0000
with a copy to:
Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Facsimile: (000) 000-0000
or such other address or addresses as the Sellers, on the one hand, or the
Company, on the other hand, shall have designated by notice in writing to the
other.
SECTION 7.05. Amendments, Supplements, Waivers Etc. At any
time this Agreement may be amended or supplemented, or a breach or term or
condition hereof waived, by a writing make specific reference to this Agreement
and signed by the Sellers, on the one hand, and the Company, on the other hand,
in the case of an amendment or supplement, or by the party sought to be charged
with the waiver, in the case of a waiver. No such waiver shall be deemed to
constitute the waiver of any other breach of the same or of any other term or
condition of this Agreement.
SECTION 7.06. Equitable Relief. Each party acknowledges that,
in the event of any breach of this Agreement by a party, the other party would
be irreparably and immediately harmed and could not be made whole by monetary
damages. It is accordingly agreed that such other party, in addition to any
other remedy to which it may be entitled, shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to
compel specific performance of this Agreement.
SECTION 7.07. Joint Drafting. The parties have jointly drafted
this Agreement, and this Agreement shall not be interpreted against or in favor
of any of the parties on the basis that any of the parties participated in the
drafting of this Agreement.
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SECTION 7.08. Entire Agreement. This Agreement (together with
the Annexes and the Disclosure Letter) constitute the entire agreement between
the parties hereto with respect to the subject matter hereof and supersede all
prior agreements and understandings, oral and written, between the parties
hereto with respect to the subject matter hereof.
SECTION 7.09. Applicable Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York, exclusive
of the conflicts of laws provisions thereof.
SECTION 7.10. Binding Effect; Benefits. This Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns. Notwithstanding anything contained in this
Agreement to the contrary, nothing in this Agreement, expressed or implied, is
intended to confer on any person other than the parties hereto or their
respective successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement.
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IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the parties hereto as of the day and year first above written.
WELSH, CARSON, XXXXXXXX & XXXXX VI, L.P.
By WCAS VI Partners, L.P., General Partner
By: /s/ WCAS VI Partners, L.P.
-------------------------------------
General Partner
WCAS INFORMATION PARTNERS, L.P.
By WCAS INFO Partners, L.P., General Partner
By: /s/ WCAS INFO Partners, L.P.
-------------------------------------
General Partner
MAXCOR FINANCIAL GROUP INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
President
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Annex I (WCAS VI Note)
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SECURED PROMISSORY NOTE
New York, New York $491,587.05
______ __, 1999 ===========
FOR VALUE RECEIVED, Maxcor Financial Group Inc., a Delaware corporation
("Maker"), hereby promises to pay to the order of Welsh, Carson, Xxxxxxxx &
Xxxxx VI, L.P., a Delaware limited partnership ("Holder"), at the principal
office of Holder in New York City or at such other place as shall be designated
by Holder from time to time, the principal sum of Four Hundred, Ninety-One
Thousand, Five Hundred Eighty-Seven and Five One-Hundredths United States
Dollars (U.S. $491,587.05), in lawful money of the United States of America, on
______ __, 1999 [specify date six months later] (the "Maturity Date"), and to
pay interest from the date hereof on the unpaid principal amount of this Secured
Promissory Note (this "Note") as set forth below.
Commencing on and including the date hereof, and continuing until the
Maturity Date or such earlier or later day as this Note shall be paid in full,
interest shall accrue during each calendar month on the unpaid principal amount
of this Note at the rate of seven percent (7%) per annum (computed on the basis
of a 365 day year and actual days elapsed). Accrued interest shall be payable on
the Maturity Date or at the time of any earlier prepayment of this Note (with
respect to the principal amount prepaid). Notwithstanding the foregoing, if the
principal amount of this Note or any portion thereof is not paid when due,
interest shall thereafter accrue on such unpaid principal amount at the rate of
eight percent (8%) per annum.
Maker may prepay this Note in whole or in part from time to time
without premium or penalty. Notwithstanding anything in this Note to the
contrary, upon the occurrence of an Event of Default (as defined) or a Change in
Control (as defined), Holder may declare all principal, accrued interest and all
other amounts due hereunder to be, and the same shall thereupon be, immediately
due and payable.
Maker hereby waives, to the fullest extent permitted by applicable law,
diligence, demand, presentment for payment, and notice of dishonor of any kind
in collection or in bringing suit for collection of any amount of principal of
this Note which is due and payable.
This Note, together with a companion 7% secured promissory note held by
Holder's affiliate (collectively, the "Notes"), are secured by an aggregate of
571,429 shares of the Common Stock, par value $.001 per share, of Maker (the
"Security"), which Security has been deposited in escrow pursuant to, and is to
be held and released in accordance with, the terms of the Securities Purchase
Agreement and related Escrow Agreement, each dated as of the date hereof, to
which Maker and Holder are parties.
An "Event of Default" shall mean: (i) any default by Maker in the
payment of any principal of or interest on either of the Notes when due and
payable and such failure shall
Secured Promissory Note of
Maxcor Financial Group, Inc.,
Made as of __________ __, 1999
Page 2
continue unremedied for a period of five (5) days after written notice thereof
by Holder to Maker; or (ii) Maker, or either of its Euro Brokers Inc. or Maxcor
Financial Inc. subsidiaries, (a) is dissolved, (b) fails, is unable or admits in
writing its inability to pay its debts generally as they become due, (c)
commences a voluntary case in bankruptcy or any other action or proceeding for
any other relief under any law affecting creditors' rights that is similar to a
bankruptcy law or (d) consents by answer or otherwise to the commencement
against it of an involuntary case in bankruptcy or any other such action or
proceeding; or (iii) a court of competent jurisdiction enters an order for
relief or a decree in an involuntary case in bankruptcy or any other such action
or proceeding, in respect of Maker or either such subsidiary, if such order or
decree is not dismissed or stayed on or before the thirtieth day after the entry
thereof or if any such dismissal or stay ceases to be in effect.
A "Change in Control" shall mean (i) any person or entity (other than
Maker's current Chief Executive Officer, or a group including him) is or becomes
the beneficial owner, directly or indirectly, of securities of Maker
representing 50% or more of the combined voting power of Maker's then
outstanding securities; or (ii) there is consummated a merger, consolidation or
other business combination (collectively, "Combination") of Maker or a direct or
indirect subsidiary thereof with any other person or entity, other than a
Combination which would result in the voting securities of Maker outstanding
immediately prior to such Combination continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), at least 50% of the combined voting
power of the securities of Maker or such surviving entity or any parent thereof
outstanding immediately after such Combination; or (iii) there is consummated an
agreement for the sale or disposition by Maker of all or substantially all of
Maker's assets.
This Note may not be changed except by a writing signed by each of
Holder and Maker.
No delay on the part of Holder in the exercise of any right or remedy
shall operate as a waiver thereof, and no single or partial exercise by Holder
of any right or remedy shall preclude any other or further exercise thereof or
the exercise of any other right or remedy.
This Note may not be transferred, assigned or pledged by either Maker
or Holder without the other's prior written consent.
In the event of an Event of Default, Maker agrees to pay all reasonable
costs and expenses of Holder incurred in connection with this Note and efforts
to collect amounts due hereunder, including any such costs and expenses
associated with collecting and disposing of the Security. In the event Holder
closes upon the Security, Holder agrees to dispose of the Security in a
commercially reasonable fashion, and that any proceeds of such disposition will
be applied to offset Maker's remaining payment obligations under the Notes.
Secured Promissory Note of
Maxcor Financial Group, Inc.,
Made as of __________ __, 1999
Page 3
All notices and other communications under this Note shall be in
writing and shall become effective when delivered by hand or received by
overnight courier, telecopier or first class mail, addressed as follows: (i) if
to Holder, at Maxcor Financial Group Inc., 2 World Trade Center, 84th Floor, New
York, New York 10048, Attention: General Counsel; and (ii) if to Maker, at
Welsh, Carson, Xxxxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx
00000, Attention: Xxx Xxxxx.
This Note shall be governed by and construed in accordance with the
laws of the State of New York, irrespective of the place(s) of business or
domicile of Maker or of Holder and irrespective of where suit may be brought to
enforce this Note.
IN WITNESS WHEREOF, Maker has caused this Note to be executed and
delivered by its duly authorized officer, as of the day and year and place first
above written.
MAXCOR FINANCIAL GROUP INC.
By:
-------------------------------------
Xxxxx X. Xxxxx
Chief Financial Officer
Annex I (WCAS Info Note)
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SECURED PROMISSORY NOTE
New York, New York $8,412.95
______ __, 1999 =========
FOR VALUE RECEIVED, Maxcor Financial Group Inc., a Delaware corporation
("Maker"), hereby promises to pay to the order of WCAS Information Partners,
L.P., a Delaware limited partnership ("Holder"), at the principal office of
Holder in New York City or at such other place as shall be designated by Holder
from time to time, the principal sum of Eight Thousand, Four Hundred Twelve and
Ninety-Five One-Hundredths United States Dollars (U.S. $8,412.95), in lawful
money of the United States of America, on ______ __, 1999 [specify date six
months later] (the "Maturity Date"), and to pay interest from the date hereof on
the unpaid principal amount of this Secured Promissory Note (this "Note") as set
forth below.
Commencing on and including the date hereof, and continuing until the
Maturity Date or such earlier or later day as this Note shall be paid in full,
interest shall accrue during each calendar month on the unpaid principal amount
of this Note at the rate of seven percent (7%) per annum (computed on the basis
of a 365 day year and actual days elapsed). Accrued interest shall be payable on
the Maturity Date or at the time of any earlier prepayment of this Note (with
respect to the principal amount prepaid). Notwithstanding the foregoing, if the
principal amount of this Note or any portion thereof is not paid when due,
interest shall thereafter accrue on such unpaid principal amount at the rate of
eight percent (8%) per annum.
Maker may prepay this Note in whole or in part from time to time
without premium or penalty. Notwithstanding anything in this Note to the
contrary, upon the occurrence of an Event of Default (as defined) or a Change in
Control (as defined), Holder may declare all principal, accrued interest and all
other amounts due hereunder to be, and the same shall thereupon be, immediately
due and payable.
Maker hereby waives, to the fullest extent permitted by applicable law,
diligence, demand, presentment for payment, and notice of dishonor of any kind
in collection or in bringing suit for collection of any amount of principal of
this Note which is due and payable.
This Note, together with a companion 7% secured promissory note held by
Holder's affiliate (collectively, the "Notes"), are secured by an aggregate of
571,429 shares of the Common Stock, par value $.001 per share, of Maker (the
"Security"), which Security has been deposited in escrow pursuant to, and is to
be held and released in accordance with, the terms of the Securities Purchase
Agreement and related Escrow Agreement, each dated as of the date hereof, to
which Maker and Holder are parties.
An "Event of Default" shall mean: (i) any default by Maker in the
payment of any principal of or interest on either of the Notes when due and
payable and such failure shall continue unremedied for a period of five (5) days
after written notice thereof by Holder to
Secured Promissory Note of
Maxcor Financial Group, Inc.,
Made as of __________ __, 1999
Page 2
Maker; or (ii) Maker, or either of its Euro Brokers Inc. or Maxcor Financial
Inc. subsidiaries, (a) is dissolved, (b) fails, is unable or admits in writing
its inability to pay its debts generally as they become due, (c) commences a
voluntary case in bankruptcy or any other action or proceeding for any other
relief under any law affecting creditors' rights that is similar to a bankruptcy
law or (d) consents by answer or otherwise to the commencement against it of an
involuntary case in bankruptcy or any other such action or proceeding; or (iii)
a court of competent jurisdiction enters an order for relief or a decree in an
involuntary case in bankruptcy or any other such action or proceeding, in
respect of Maker or either such subsidiary, if such order or decree is not
dismissed or stayed on or before the thirtieth day after the entry thereof or if
any such dismissal or stay ceases to be in effect.
A "Change in Control" shall mean (i) any person or entity (other than
Maker's current Chief Executive Officer, or a group including him) is or becomes
the beneficial owner, directly or indirectly, of securities of Maker
representing 50% or more of the combined voting power of Maker's then
outstanding securities; or (ii) there is consummated a merger, consolidation or
other business combination (collectively, "Combination") of Maker or a direct or
indirect subsidiary thereof with any other person or entity, other than a
Combination which would result in the voting securities of Maker outstanding
immediately prior to such Combination continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), at least 50% of the combined voting
power of the securities of Maker or such surviving entity or any parent thereof
outstanding immediately after such Combination; or (iii) there is consummated an
agreement for the sale or disposition by Maker of all or substantially all of
Maker's assets.
This Note may not be changed except by a writing signed by each of
Holder and Maker.
No delay on the part of Holder in the exercise of any right or remedy
shall operate as a waiver thereof, and no single or partial exercise by Holder
of any right or remedy shall preclude any other or further exercise thereof or
the exercise of any other right or remedy.
This Note may not be transferred, assigned or pledged by either Maker
or Holder without the other's prior written consent.
In the event of an Event of Default, Maker agrees to pay all reasonable
costs and expenses of Holder incurred in connection with this Note and efforts
to collect amounts due hereunder, including any such costs and expenses
associated with collecting and disposing of the Security. In the event Holder
closes upon the Security, Holder agrees to dispose of the Security in a
commercially reasonable fashion, and that any proceeds of such disposition will
be applied to offset Maker's remaining payment obligations under the Notes.
All notices and other communications under this Note shall be in
writing and shall become effective when delivered by hand or received by
overnight courier, telecopier or first
Secured Promissory Note of
Maxcor Financial Group, Inc.,
Made as of __________ __, 1999
Page 3
class mail, addressed as follows: (i) if to Holder, at Maxcor Financial Group
Inc., 2 World Trade Center, 84th Floor, New York, New York 10048, Attention:
General Counsel; and (ii) if to Maker, at Welsh, Carson, Xxxxxxxx & Xxxxx, 000
Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx.
This Note shall be governed by and construed in accordance with the
laws of the State of New York, irrespective of the place(s) of business or
domicile of Maker or of Holder and irrespective of where suit may be brought to
enforce this Note.
IN WITNESS WHEREOF, Maker has caused this Note to be executed and
delivered by its duly authorized officer, as of the day and year and place first
above written.
MAXCOR FINANCIAL GROUP INC.
By:
-------------------------------
Xxxxx X. Xxxxx
Chief Financial Officer
Annex II (WCAS VI Note)
--------
SECURED PROMISSORY NOTE
New York, New York $491,587.05
______ __, 1999 ===========
FOR VALUE RECEIVED, Maxcor Financial Group Inc., a Delaware corporation
("Maker"), hereby promises to pay to the order of Welsh, Carson, Xxxxxxxx &
Xxxxx VI, L.P., a Delaware limited partnership ("Holder"), at the principal
office of Holder in New York City or at such other place as shall be designated
by Holder from time to time, the principal sum of Four Hundred, Ninety-One
Thousand, Five Hundred Eighty-Seven and Five One-Hundredths United States
Dollars (U.S. $491,587.05), in lawful money of the United States of America, on
______ __, 1999 [specify date twelve months later] (the "Maturity Date"), and to
pay interest from the date hereof on the unpaid principal amount of this Secured
Promissory Note (this "Note") as set forth below.
Commencing on and including the date hereof, and continuing until the
Maturity Date or such earlier or later day as this Note shall be paid in full,
interest shall accrue during each calendar month on the unpaid principal amount
of this Note at the rate of ten percent (10%) per annum (computed on the basis
of a 365 day year and actual days elapsed). Accrued interest shall be payable on
the Maturity Date or at the time of any earlier prepayment of this Note (with
respect to the principal amount prepaid). Notwithstanding the foregoing, if the
principal amount of this Note or any portion thereof is not paid when due,
interest shall thereafter accrue on such unpaid principal amount at the rate of
eleven percent (11%) per annum.
Maker may prepay this Note in whole or in part from time to time
without premium or penalty. Notwithstanding anything in this Note to the
contrary, upon the occurrence of an Event of Default (as defined) or a Change in
Control (as defined), Holder may declare all principal, accrued interest and all
other amounts due hereunder to be, and the same shall thereupon be, immediately
due and payable.
Maker hereby waives, to the fullest extent permitted by applicable law,
diligence, demand, presentment for payment, and notice of dishonor of any kind
in collection or in bringing suit for collection of any amount of principal of
this Note which is due and payable.
This Note, together with a companion 10% secured promissory note held
by Holder's affiliate (collectively, the "Notes"), are secured by an aggregate
of 571,429 shares of the Common Stock, par value $.001 per share, of Maker (the
"Security"), which Security has been deposited in escrow pursuant to, and is to
be held and released in accordance with, the terms of the Securities Purchase
Agreement and related Escrow Agreement, each dated as of the date hereof, to
which Maker and Holder are parties.
An "Event of Default" shall mean: (i) any default by Maker in the
payment of any principal of or interest on either of the Notes, or on either of
the companion 7% secured
Secured Promissory Note of
Maxcor Financial Group, Inc.,
Made as of __________ __, 1999
Page 2
promissory notes respectively held by Holder and Holder's affiliate, when due
and payable and such failure shall continue unremedied for a period of five (5)
days after written notice thereof by Holder to Maker; or (ii) Maker, or either
of its Euro Brokers Inc. or Maxcor Financial Inc. subsidiaries, (a) is
dissolved, (b) fails, is unable or admits in writing its inability to pay its
debts generally as they become due, (c) commences a voluntary case in bankruptcy
or any other action or proceeding for any other relief under any law affecting
creditors' rights that is similar to a bankruptcy law or (d) consents by answer
or otherwise to the commencement against it of an involuntary case in bankruptcy
or any other such action or proceeding; or (iii) a court of competent
jurisdiction enters an order for relief or a decree in an involuntary case in
bankruptcy or any other such action or proceeding, in respect of Maker or either
such subsidiary, if such order or decree is not dismissed or stayed on or before
the thirtieth day after the entry thereof or if any such dismissal or stay
ceases to be in effect.
A "Change in Control" shall mean (i) any person or entity (other than
Maker's current Chief Executive Officer, or a group including him) is or becomes
the beneficial owner, directly or indirectly, of securities of Maker
representing 50% or more of the combined voting power of Maker's then
outstanding securities; or (ii) there is consummated a merger, consolidation or
other business combination (collectively, "Combination") of Maker or a direct or
indirect subsidiary thereof with any other person or entity, other than a
Combination which would result in the voting securities of Maker outstanding
immediately prior to such Combination continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), at least 50% of the combined voting
power of the securities of Maker or such surviving entity or any parent thereof
outstanding immediately after such Combination; or (iii) there is consummated an
agreement for the sale or disposition by Maker of all or substantially all of
Maker's assets.
This Note may not be changed except by a writing signed by each of
Holder and Maker.
No delay on the part of Holder in the exercise of any right or remedy
shall operate as a waiver thereof, and no single or partial exercise by Holder
of any right or remedy shall preclude any other or further exercise thereof or
the exercise of any other right or remedy.
This Note may not be transferred, assigned or pledged by either Maker
or Holder without the other's prior written consent.
In the event of an Event of Default, Maker agrees to pay all reasonable
costs and expenses of Holder incurred in connection with this Note and efforts
to collect amounts due hereunder, including any such costs and expenses
associated with collecting and disposing of the Security. In the event Holder
closes upon the Security, Holder agrees to dispose of the Security in a
commercially reasonable fashion, and that any proceeds of such disposition will
be applied to offset Maker's remaining payment obligations under the Notes.
Secured Promissory Note of
Maxcor Financial Group, Inc.,
Made as of __________ __, 1999
Page 3
All notices and other communications under this Note shall be in
writing and shall become effective when delivered by hand or received by
overnight courier, telecopier or first class mail, addressed as follows: (i) if
to Holder, at Maxcor Financial Group Inc., 2 World Trade Center, 84th Floor, New
York, New York 10048, Attention: General Counsel; and (ii) if to Maker, at
Welsh, Carson, Xxxxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx
00000, Attention: Xxx Xxxxx.
This Note shall be governed by and construed in accordance with the
laws of the State of New York, irrespective of the place(s) of business or
domicile of Maker or of Holder and irrespective of where suit may be brought to
enforce this Note.
IN WITNESS WHEREOF, Maker has caused this Note to be executed and
delivered by its duly authorized officer, as of the day and year and place first
above written.
MAXCOR FINANCIAL GROUP INC.
By:
------------------------------
Xxxxx X. Xxxxx
Chief Financial Officer
Annex II (WCAS Info Note)
--------
SECURED PROMISSORY NOTE
New York, New York $8,412.95
______ __, 1999 =========
FOR VALUE RECEIVED, Maxcor Financial Group Inc., a Delaware corporation
("Maker"), hereby promises to pay to the order of WCAS Information Partners,
L.P., a Delaware limited partnership ("Holder"), at the principal office of
Holder in New York City or at such other place as shall be designated by Holder
from time to time, the principal sum of Eight Thousand, Four Hundred Twelve and
Ninety-Five One-Hundredths United States Dollars (U.S. $8,412.95), in lawful
money of the United States of America, on ______ __, 1999 [specify date twelve
months later] (the "Maturity Date"), and to pay interest from the date hereof on
the unpaid principal amount of this Secured Promissory Note (this "Note") as set
forth below.
Commencing on and including the date hereof, and continuing until the
Maturity Date or such earlier or later day as this Note shall be paid in full,
interest shall accrue during each calendar month on the unpaid principal amount
of this Note at the rate of ten percent (10%) per annum (computed on the basis
of a 365 day year and actual days elapsed). Accrued interest shall be payable on
the Maturity Date or at the time of any earlier prepayment of this Note (with
respect to the principal amount prepaid). Notwithstanding the foregoing, if the
principal amount of this Note or any portion thereof is not paid when due,
interest shall thereafter accrue on such unpaid principal amount at the rate of
eleven percent (11%) per annum.
Maker may prepay this Note in whole or in part from time to time
without premium or penalty. Notwithstanding anything in this Note to the
contrary, upon the occurrence of an Event of Default (as defined) or a Change in
Control (as defined), Holder may declare all principal, accrued interest and all
other amounts due hereunder to be, and the same shall thereupon be, immediately
due and payable.
Maker hereby waives, to the fullest extent permitted by applicable law,
diligence, demand, presentment for payment, and notice of dishonor of any kind
in collection or in bringing suit for collection of any amount of principal of
this Note which is due and payable.
This Note, together with a companion 10% secured promissory note held
by Holder's affiliate (collectively, the "Notes"), are secured by an aggregate
of 571,429 shares of the Common Stock, par value $.001 per share, of Maker (the
"Security"), which Security has been deposited in escrow pursuant to, and is to
be held and released in accordance with, the terms of the Securities Purchase
Agreement and related Escrow Agreement, each dated as of the date hereof, to
which Maker and Holder are parties.
An "Event of Default" shall mean: (i) any default by Maker in the
payment of any principal of or interest on either of the Notes, or on either of
the companion 7% secured promissory notes respectively held by Holder and
Holder's affiliate, when due and payable and
Secured Promissory Note of
Maxcor Financial Group, Inc.,
Made as of __________ __, 1999
Page 2
such failure shall continue unremedied for a period of five (5) days after
written notice thereof by Holder to Maker; or (ii) Maker, or either of its Euro
Brokers Inc. or Maxcor Financial Inc. subsidiaries, (a) is dissolved, (b) fails,
is unable or admits in writing its inability to pay its debts generally as they
become due, (c) commences a voluntary case in bankruptcy or any other action or
proceeding for any other relief under any law affecting creditors' rights that
is similar to a bankruptcy law or (d) consents by answer or otherwise to the
commencement against it of an involuntary case in bankruptcy or any other such
action or proceeding; or (iii) a court of competent jurisdiction enters an order
for relief or a decree in an involuntary case in bankruptcy or any other such
action or proceeding, in respect of Maker or either such subsidiary, if such
order or decree is not dismissed or stayed on or before the thirtieth day after
the entry thereof or if any such dismissal or stay ceases to be in effect.
A "Change in Control" shall mean (i) any person or entity (other than
Maker's current Chief Executive Officer, or a group including him) is or becomes
the beneficial owner, directly or indirectly, of securities of Maker
representing 50% or more of the combined voting power of Maker's then
outstanding securities; or (ii) there is consummated a merger, consolidation or
other business combination (collectively, "Combination") of Maker or a direct or
indirect subsidiary thereof with any other person or entity, other than a
Combination which would result in the voting securities of Maker outstanding
immediately prior to such Combination continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), at least 50% of the combined voting
power of the securities of Maker or such surviving entity or any parent thereof
outstanding immediately after such Combination; or (iii) there is consummated an
agreement for the sale or disposition by Maker of all or substantially all of
Maker's assets.
This Note may not be changed except by a writing signed by each of
Holder and Maker.
No delay on the part of Holder in the exercise of any right or remedy
shall operate as a waiver thereof, and no single or partial exercise by Holder
of any right or remedy shall preclude any other or further exercise thereof or
the exercise of any other right or remedy.
This Note may not be transferred, assigned or pledged by either Maker
or Holder without the other's prior written consent.
In the event of an Event of Default, Maker agrees to pay all reasonable
costs and expenses of Holder incurred in connection with this Note and efforts
to collect amounts due hereunder, including any such costs and expenses
associated with collecting and disposing of the Security. In the event Holder
closes upon the Security, Holder agrees to dispose of the Security in a
commercially reasonable fashion, and that any proceeds of such disposition will
be applied to offset Maker's remaining payment obligations under the Notes.
Secured Promissory Note of
Maxcor Financial Group, Inc.,
Made as of __________ __, 1999
Page 3
All notices and other communications under this Note shall be in
writing and shall become effective when delivered by hand or received by
overnight courier, telecopier or first class mail, addressed as follows: (i) if
to Holder, at Maxcor Financial Group Inc., 2 World Trade Center, 84th Floor, New
York, New York 10048, Attention: General Counsel; and (ii) if to Maker, at
Welsh, Carson, Xxxxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx
00000, Attention: Xxx Xxxxx.
This Note shall be governed by and construed in accordance with the
laws of the State of New York, irrespective of the place(s) of business or
domicile of Maker or of Holder and irrespective of where suit may be brought to
enforce this Note.
IN WITNESS WHEREOF, Maker has caused this Note to be executed and
delivered by its duly authorized officer, as of the day and year and place first
above written.
MAXCOR FINANCIAL GROUP INC.
By:
--------------------------------
Xxxxx X. Xxxxx
Chief Financial Officer
Annex III
Seller Number of Shares Payable at Closing
------ ---------------- ------------------
Welsh, Carson, Xxxxxxxx & Xxxxx VI, L.P. 2,936,098 $4,154,997.41
WCAS Information Partners, L.P. 50,248 $ 71,108.09
Annex IV
Form of Amendment to Registration Rights Agreement
AMENDMENT ("Amendment"), dated as of _______ ___, 1999, by and among
Maxcor Financial Group Inc., a Delaware corporation (formerly known as Financial
Services Acquisition Corporation) (the "Company"), Welsh, Carson, Xxxxxxxx &
Xxxxx VI, L.P., a Delaware limited partnership ("WCAS VI"), WCAS Information
Partners, L.P., a Delaware limited partnership ("WCAS Info" and, together with
WCAS VI, the "WCAS Entities") and the individuals listed on Annex I hereto and
signatory hereto (the "Individuals"), to that certain Registration Rights
Agreement, dated as of August 16, 1996 (the "Agreement"), by and among, the
Company, the WCAS Entities, the Individuals and certain others.
WHEREAS, concurrent with the execution and delivery of this Amendment,
the Company is purchasing from the WCAS Entities (the "Purchase") all of the
shares of the Common Stock, par value $.001 per share ("Common Stock"), of the
Company owned by the WCAS Entities;
WHEREAS, the Agreement, by its terms, permits amendments and waivers to
the Agreement if executed by each of (i) the Company, (ii) Management
Stockholders then holding, in the aggregate, a majority of the Registrable Stock
then held by all Management Stockholders as a whole and (iii) Investor
Stockholders then holding, in the aggregate, a majority of the Registrable Stock
then held by all Investor Stockholders as a whole:
WHEREAS, each of the Individuals are Management Stockholders who, in
the aggregate, hold a majority of the Registrable Stock currently held by all
Management Stockholders as a whole;
WHEREAS, each of the WCAS Entities are Investor Stockholders who, in
the aggregate, hold a majority of the Registrable Stock currently held by all
Investor Stockholders as a whole;
WHEREAS, this Amendment is being entered into in connection with and as
a condition to the Company consummating the Purchase;
NOW THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties signatory hereto agree as follows:
1. Terms used herein without separate definition shall have the meaning
assigned to them in the Agreement.
2. The Agreement is hereby terminated, effective as of the date of this
Amendment, with all registration rights granted thereunder being
extinguished as a result of such termination.
3. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
by the parties hereto as of the day and year first above written.
WELSH, CARSON, XXXXXXXX & XXXXX VI, L.P.
By WCAS VI Partners, L.P., General Partner
By:
---------------------------------------
General Partner
WCAS INFORMATION PARTNERS, L.P.
By WCAS INFO Partners, L.P., General Partner
By:
---------------------------------------
General Partner
MAXCOR FINANCIAL GROUP INC.
By:
---------------------------------------
Xxxxxxx Xxxxxx, President
Xxxxxxx Xxxxxx
-------------------------------------------
Xxxxxxx Xxxxxx
-------------------------------------------
Xxxxxxxxx X. Xxxxxxxxxx
-------------------------------------------
Xxxxx X. Xxxx
-------------------------------------------
Xxxxx X. Xxxxx
-------------------------------------------
Xxxxxx X. Xxxxxx
-------------------------------------------
Xxxxx X. Xxxxx
-------------------------------------------
2
