EXHIBIT 1
VOTING AGREEMENT
VOTING AGREEMENT, dated as of May 1, 2002 (the "Agreement"), by and among
Level 3 Communications, Inc., a Delaware corporation ("Parent"), Eldorado
Acquisition Three, Inc., a Delaware corporation and an indirect wholly owned
subsidiary of Parent ("Purchaser"), Software Spectrum, Inc., a Texas corporation
(the "Company"), Private Capital Management, L.P., a Delaware limited
partnership ("PCM") and Xxxx X. Xxxx, an individual ("JO" and, together with
PCM, the "Shareholders").
W I T N E S S E T H:
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WHEREAS, contemporaneously with the execution and delivery of this
Agreement, Parent, Purchaser and the Company are entering into an Agreement and
Plan of Merger, dated as of the date hereof (the "Merger Agreement"), which
provides for, upon the terms and subject to the conditions set forth therein,
the merger of Purchaser with and into the Company (the "Merger");
WHEREAS, as of the date hereof, each Shareholder owns (beneficially and of
record) or has dispositive and voting control with respect to the number of
shares of the Company's common stock, par value $.01 per share (the "Company
Common Stock"), set forth opposite such Shareholder's name on Schedule I hereto
(all such shares so owned or from time to time controlled and which may
hereafter be acquired or from time to time controlled by such Shareholder prior
to the termination of this Agreement, whether upon the exercise of options or by
means of purchase, dividend, distribution or otherwise, being referred to herein
as such Shareholder's "Shares");
WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, Parent and Purchaser have required that the Shareholders enter into
this Agreement; and
WHEREAS, in order to induce Parent and Purchaser to enter into the Merger
Agreement, the Shareholders are willing to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
ARTICLE I.
TRANSFER AND VOTING OF SHARES; AND
OTHER COVENANTS OF THE SHAREHOLDERS
Section 1.1. Voting of Shares. From the date hereof until the occurrence of
a Termination Event (as defined in Section 4.2) (the "Term"), at any meeting of
the shareholders of the Company, however called, and in any action by consent of
the shareholders of the Company,
each Shareholder shall vote (or cause to be voted) its Shares (a) in favor of
approval of the Merger and the Merger Agreement (as amended from time to time),
(b) against (i) any Takeover Proposal (as defined in the Merger Agreement), (ii)
any proposal for action or agreement that would result in a breach of any
covenant, representation or warranty or any other obligation or agreement of the
Company under the Merger Agreement or which is reasonably likely to result in
any of the conditions to the Parent's and Purchaser's obligations under the
Merger Agreement not being fulfilled, (iii) any change in the directors of the
Company, (iv) any change in the present capitalization of the Company, (v) any
amendment to the Company's Second Restated Articles of Incorporation or the
Second Amended and Restated By-Laws, (vi) any other material change in the
Company's corporate structure or business, or (vii) any other action which could
reasonably be expected to impede, interfere with, delay, postpone or materially
adversely affect the transactions contemplated by the Merger Agreement or the
likelihood of such transactions being consummated and (c) in favor of any other
matter necessary for consummation of the transactions contemplated by the Merger
Agreement which is considered at any such meeting of shareholders or in such
consent, and in connection therewith to execute any documents which are
necessary or appropriate in order to effectuate the foregoing, including the
ability of Purchaser or its nominees to vote such Shares directly.
Section 1.2. No Inconsistent Arrangements. Except as contemplated by this
Agreement and the Merger Agreement, and, with respect to PCM, except to the
extent PCM's dispositive and voting power over its Shares is revoked after the
date hereof by the ultimate beneficial owner of such Shares, each Shareholder
shall not during the Term (a) transfer (which term shall include, without
limitation, any sale, assignment, gift, pledge, hypothecation or other
disposition), or consent to any transfer of, any or all of such Shareholder's
Shares or any interest therein, or create or permit to exist any Encumbrance (as
defined below) on such Shares, (b) enter into any contract, option or other
agreement or understanding with respect to any transfer of any or all of such
shares or any interest therein, (c) grant any proxy, power-of-attorney or other
authorization in or with respect to such Shares, (d) deposit such Shares into a
voting trust or enter into a voting agreement or arrangement with respect to
such Shares, or (e) take any other action that would in any way restrict, limit
or interfere with the performance of its obligations hereunder or the
transactions contemplated hereby or by the Merger Agreement. Notwithstanding the
foregoing, in the case of an individual Shareholder, such Shareholder may
transfer any or all of its Shares to a charitable trust or foundation; provided,
however, that in any such case, prior to and as a condition to the effectiveness
of such transfer, each Person to which any of such Shares or any interest in any
of such Shares is or may be transferred shall have executed and delivered to
Parent and Purchaser a counterpart to this Agreement pursuant to which such
Person shall be bound by all of the terms and provisions of this Agreement.
Section 1.3. Proxy. Each Shareholder hereby revokes any and all prior
proxies or powers of attorney in respect of any of such Shareholder's Shares and
constitutes and appoints Purchaser and Parent, or any nominee of Purchaser and
Parent, with full power of substitution and resubstitution, at any time during
the Term, as its true and lawful attorney and proxy (its "Proxy"), for and in
its name, place and stead, to demand that the Secretary of the Company call a
special meeting of the shareholders of the Company for the purpose of
considering any matter referred to in Section 1.1 and to vote each of such
Shares as its Proxy, as provided in Section 1.1, at every annual, special,
adjourned or postponed meeting of the shareholders of the Company, including the
right to sign its name (as shareholder) to any consent, certificate or other
document
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relating to the Company that Texas law may permit. Each Shareholder represents
and warrants that (a) it has not granted power of attorney to any other Person
with respect to the Shares and (b) any proxies heretofore given in respect of
the Shares are not irrevocable, and that any such proxies have been revoked.
THE FOREGOING PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH
AN INTEREST THROUGHOUT THE TERM, PROVIDED THAT PCM MAY REVOKE SUCH PROXY AND
POWER SOLELY TO THE EXTENT THAT ONE OR MORE ULTIMATE BENEFICIAL HOLDERS OF PCM'S
SHARES REVOKES PCM'S AUTHORITY WITH RESPECT TO SUCH SHARES.
Section 1.4. Disclosure. Each Shareholder hereby authorizes Parent,
Purchaser and the Company to publish and disclose in any Form 8-K, Schedule 13D
and the Proxy Statement (including all documents and schedules filed with the
Commission), its identity and ownership of the Company Common Stock and the
nature of its commitments, arrangements and understandings under this Agreement.
Parent and Purchaser shall permit each Shareholder to disclose the terms of this
Agreement in such Shareholder's Schedule 13D with respect to the Shares.
Section 1.5. Waiver of Appraisal Rights. Each Shareholder hereby waives
with respect to its Shares any rights of appraisal or rights to dissent from the
Merger.
Section 1.6. Spousal Consent. If a Shareholder is or may be subject to the
community property laws of any state or other jurisdiction, such Shareholder
shall use its reasonable best efforts to cause his/her spouse to execute an
acknowledgment and consent consenting to and agreeing to the transactions
contemplated by this Agreement. Such consent shall survive until the occurrence
of a Termination Event.
Section 1.7. Stop Transfer. Prior to a Termination Event, each Shareholder
shall not request that the Company register, and the Company shall not register,
the transfer (book-entry or otherwise) of any certificate or uncertificated
interest representing any of such Shareholder's Shares, unless such transfer is
made in compliance with this Agreement.
Section 1.8. No Solicitation.
(a) During the Term, each Shareholder shall not, and it shall cause
its subsidiaries, officers, directors, employees, counsel, investment
bankers, financial advisers, accountants, other representatives and agents
(collectively, the "Representatives") not to, (i) solicit, initiate, or
encourage, directly or indirectly (including by way of furnishing
information), or take any other action to facilitate, any inquiries or the
making of any proposal which constitutes, or may reasonably be expected to
lead to, any Takeover Proposal, (ii) participate in any discussions or
negotiations regarding any Takeover Proposal or (iii) enter into any
agreement with respect to any Takeover Proposal. Upon execution of this
Agreement, each Shareholder shall, and it shall cause its Representatives
to, immediately cease any existing activities, discussions or negotiations
with any parties conducted heretofore with respect to any of the foregoing.
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(b) Each Shareholder shall promptly advise Parent orally and in
writing of any request for information, proposal, discussion, negotiation
or inquiry received by such Shareholder after the date of this Agreement,
and each Shareholder shall promptly (but in any event within one Business
Day) communicate to Parent the material terms and conditions of any such
proposal, discussion, negotiation or inquiry which it may receive (and will
promptly provide to Parent copies of any written materials received by it
in connection with such proposal, discussion, negotiation or inquiry) and
the identity of the Person making such proposal or inquiry or engaging in
such discussion or negotiation. Notwithstanding any provision of this
Section 1.8 to the contrary, if any Shareholder or any of its
Representatives is a member of the Board of Directors of the Company (the
"Board of Directors"), such member of the Board of Directors may take
actions in such capacity.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
Each Shareholder hereby represents and warrants to Parent and Purchaser as
follows:
Section 2.1. Due Authorization, etc. Such Shareholder has all requisite
power and authority to execute, deliver and perform this Agreement, to appoint
Purchaser and Parent as its Proxy and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement,
the appointment of Purchaser and Parent as such Shareholder's Proxy and the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary action on the part of such Shareholder. This Agreement has been
duly executed and delivered by or on behalf of such Shareholder and constitutes
a legal, valid and binding obligation of such Shareholder, enforceable against
such Shareholder in accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium or other similar laws of general applicability relating to or
affecting the rights of creditors and to general principles of equity and except
that the availability of equitable remedies, including specific performance, is
subject to the discretion of the court before which any proceeding for such
remedy may be brought. There is no beneficiary or holder of a voting trust
certificate or other interest of any trust of which such Shareholder is trustee
whose consent is required for the execution and delivery of this Agreement or
the consummation by such Shareholder of the transactions contemplated hereby.
Section 2.2. No Conflicts; Required Filings and Consents.
(a) The execution and delivery of this Agreement by such Shareholder
does not, and the performance of this Agreement by such Shareholder will
not, (i) contravene, conflict with or violate any law applicable to such
Shareholder or by which such Shareholder or any of such Shareholder's
properties is bound or affected or (ii) result in any breach of or
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
acceleration or cancellation of, or result in the creation of a lien or
encumbrance on any assets of such Shareholder, including, without
limitation, such Shareholder's Shares, pursuant to, any
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note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which such
Shareholder is a party or by which such Shareholder or any of such
Shareholder's assets is bound or affected, except for any such breaches,
defaults or other occurrences that would not prevent or delay the
performance by such Shareholder of such Shareholder's obligations under
this Agreement.
(b) The execution and delivery of this Agreement by such Shareholder
does not, and the performance of this Agreement by such Shareholder will
not, require any consent, approval, authorization or permit of, or filing
with or notification to, any governmental or regulatory authority, domestic
or foreign, except where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, would
not prevent or delay the performance by such Shareholder of such
Shareholder's obligations under this Agreement.
Section 2.3. Title to Shares. JO is the sole record and beneficial owner of
her Shares, free and clear of any pledge, lien, security interest, mortgage,
charge, claim, equity, option, proxy, voting restriction, voting trust or
agreement, understanding, arrangement, right of first refusal, limitation on
disposition, adverse claim of ownership or use or encumbrance of any kind
("Encumbrances"), other than restrictions imposed by the securities laws or
pursuant to this Agreement and the Merger Agreement, or has voting and
dispositive control with respect to its Shares. PCM has voting and dispositive
control with respect to its Shares, which control may be revoked at any time by
the ultimate beneficial owner of such Shares.
Section 2.4. No Finder's Fees. No broker, investment banker, financial
advisor or other person is entitled to any broker's, finder's, financial
advisor's or other similar fee or commission from the Company, Parent, or any of
their respective Subsidiaries, in connection with the transactions contemplated
hereby based upon arrangements made by or on behalf of such Shareholder. Such
Shareholder, on behalf of itself and its affiliates, hereby acknowledges that it
is not entitled to receive any broker's, finder's, financial advisor's or other
similar fee or commission from the Company, Parent, or any of their respective
Subsidiaries in connection with the transactions contemplated hereby or by the
Merger Agreement.
Section 2.5. Reliance by Parent and Purchaser. Shareholder understands and
acknowledges that Parent and Purchaser are entering into the Merger Agreement in
reliance upon Shareholder's execution and delivery of this Agreement.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF
PARENT AND PURCHASER
Parent and Purchaser hereby, jointly and severally, represent and warrant
to the Shareholders as follows:
Section 3.1. Due Organization, Authorization, etc. Purchaser and Parent are
duly organized, validly existing and in good standing under the laws of their
jurisdiction of incorporation. Purchaser and Parent have all requisite corporate
power and authority to execute
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and deliver this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby by each of Purchaser and Parent have been duly
authorized by all necessary corporate action on the part of Purchaser and
Parent, respectively. This Agreement has been duly executed and delivered by
each of Purchaser and Parent and constitutes a legal, valid and binding
obligation of each of Purchaser and Parent, enforceable against Purchaser and
Parent in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other
similar laws of general applicability relating to or affecting the rights of
creditors and to general principles of equity and except that the availability
of equitable remedies, including specific performance, is subject to the
discretion of the court before which any proceeding for such remedy may be
brought.
Section 3.2. No Conflicts; Required Filings and Consents.
(a) The execution and delivery of this Agreement by each of Parent and
Purchaser does not, and the performance of this Agreement by Parent and
Purchaser will not, (i) contravene, conflict with or violate any law
applicable to Parent or Purchaser or by which Parent or Purchaser or any of
their respective properties is bound or affected or (ii) result in any
breach of or constitute a default (or an event that with notice or lapse of
time or both would become a default) under, or give to others any rights of
termination, acceleration or cancellation of, or result in the creation of
a lien or encumbrance on any assets of Parent or Purchaser, pursuant to,
any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which Parent or
Purchaser is a party or by which Parent or Purchaser or any of their
respective assets is bound or affected, except for any such breaches,
defaults or other occurrences that would not prevent or delay the
performance by Parent or Purchaser of their respective obligations under
this Agreement.
(b) The execution and delivery of this Agreement by Parent and
Purchaser does not, and the performance of this Agreement by Parent and
Purchaser will not, require any consent, approval, authorization or permit
of, or filing with or notification to, any governmental or regulatory
authority, domestic or foreign, except for those that will be made within
the required time period or where the failure to obtain such consents,
approvals, authorizations or permits, or to make such filings or
notifications, would not prevent or delay the performance by Parent or
Purchaser of their respective obligations under this Agreement.
ARTICLE IV.
MISCELLANEOUS
Section 4.1. Definitions. Terms used but not otherwise defined in this
Agreement have the meanings ascribed to such terms in the Merger Agreement.
Section 4.2. Termination. This Agreement shall terminate and be of no
further force and effect upon the first to occur of (i) the completion of a
valid vote of the Shareholders on the Merger and the Merger Agreement at the
Special Meeting; (ii) the termination of the
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Merger Agreement by any party thereto in accordance with its terms; or (iii) the
amendment of the Merger Agreement without the written consent of the
Shareholders that (x) provides for a reduction in the Per Share Amount below
$37.00 or (y) changes the form of the payment of the Per Share Amount to other
than cash (each a "Termination Event"). No such termination of this Agreement
shall relieve any party hereto from any liability for any breach of this
Agreement prior to termination.
Section 4.3. Further Assurance. From time to time, at another party's
request and without consideration, each party hereto shall execute and deliver
such additional documents and take all such further action as may be reasonably
necessary or desirable to consummate and make effective, in the most expeditious
manner practicable, the transaction contemplated by this Agreement.
Section 4.4. Certain Events. JO agrees that this Agreement and JO's
obligations hereunder shall attach to her Shares and shall be binding upon any
person or entity to which legal or beneficial ownership of such Shares shall
pass, whether by operation of law or otherwise, including, without limitation,
JO's heirs, guardians, administrators, or successors. Notwithstanding any
transfer of Shares, the transferor shall remain liable for the performance of
all its obligations under this Agreement.
Section 4.5. Specific Performance. Each Shareholder acknowledges that if
such Shareholder fails to perform any of its obligations under this Agreement
immediate and irreparable harm or injury would be caused to Parent and Purchaser
for which money damages would not be an adequate remedy. In such event, each
Shareholder agrees that each of Parent and Purchaser shall have the right, in
addition to any other rights it may have, to specific performance of this
Agreement. Accordingly, if Parent or Purchaser should institute an action or
proceeding seeking specific enforcement of the provisions hereof, each
Shareholder hereby waives the claim or defense that Parent or Purchaser, as the
case may be, has an adequate remedy at law and hereby agrees not to assert in
any such action or proceeding the claim or defense that such a remedy at law
exists. Each Shareholder further agrees to waive any requirements for the
securing or posting of any bond in connection with obtaining any such equitable
relief.
Section 4.6. Notice. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been duly given
or made (i) as of the date delivered or sent by facsimile if delivered
personally or by facsimile, confirmation received, and (ii) on the third
Business Day after deposit in the U.S. mail, if mailed by registered or
certified mail (postage prepaid, return receipt requested), in each case to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice, except that notices of changes of address
shall be effective upon receipt):
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(a) If to Parent or Purchaser:
Xxxxx 0 Communications, Inc.
0000 Xxxxxxxx Xxxx.
Xxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Facsimile: (000) 000-0000
With a copy to:
Xxxxxxx Xxxx & Xxxxxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. X'Xxxxxxxx, Esq.
Facsimile: (000) 000-0000
(b) If to a Shareholder, at the address set forth below such
Shareholder's name on Schedule I hereto.
With a copy to:
Software Spectrum, Inc.
0000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxx
Xxxxxx X. Xxxxxx
Facsimile: (000) 000-0000
and
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
0000 Xxx Xxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000-0000
Attention: C. Xxxxx Xxxxxxxx
Facsimile: (000) 000-0000
Section 4.7. Expenses. All fees, costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such fees, costs and expenses.
Section 4.8. Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
Section 4.9. 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 so
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long as the economic or legal substance of the transactions contemplated hereby
is not affected in any manner adverse to any party. 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 in an
acceptable manner to the end that transactions contemplated hereby are fulfilled
to the maximum extent possible.
Section 4.10. Entire Agreement; No Third-Party Beneficiaries. This
Agreement constitutes the entire agreement and supersedes any and all other
prior agreements and undertakings, both written and oral, among the parties, or
any of them, with respect to the subject matter hereof, and this Agreement is
not intended to confer upon any other person any rights or remedies hereunder.
Section 4.11. Assignment. This Agreement shall not be assigned by operation
or law or otherwise, by any of the parties hereto without the prior written
consent of the other parties, except that Parent or Purchaser may assign all or
any of its rights hereunder to any wholly owned Subsidiary of Parent provided
that no such assignment shall relieve such assigning party of its obligations
hereunder. Subject to the preceding sentence, this Agreement shall be binding
upon and inure to the benefit of the parties named herein and their respective
successors and permitted assigns.
Section 4.12. Governing Law. This Agreement and the legal relations between
the parties hereto shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to the choice of law
principles thereof.
Section 4.13. Jurisdiction: Service of Process. Any action or proceeding
seeking to enforce any provision of, or based on any right arising out of, this
Agreement may only be brought against any of the parties in the courts of the
State of New York located in the City of New York, or if it has subject matter
jurisdiction, the U.S. federal district court for the Southern District of New
York, and each of the parties consents to the jurisdiction of such courts (and
of the appropriate appellate courts) in any such action or proceeding and waives
any objection to venue laid therein. Process in any action or proceeding
referred to in the preceding sentence may be served on any party anywhere in the
world.
Section 4.14. Amendment. This Agreement may not be amended except by an
instrument in writing signed by the parties hereto.
Section 4.15. Waiver. Any party hereto may (a) extend the time for the
performance of any of the obligations or other acts of the other parties hereto,
(b) waive any inaccuracies in the representations and warranties of the other
parties hereto contained herein or in any document delivered pursuant hereto and
(c) waive compliance by the other parties hereto with any of their agreements or
conditions contained herein. Any agreement on the part of a party hereto to any
such extension or waiver shall be valid only as against such party and only if
set forth in an instrument in writing signed by such party. The failure of any
party hereto to assert any of its rights under this Agreement or otherwise shall
not constitute a waiver of those rights.
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Section 4.16. Effectiveness. This Agreement shall become effective only
upon the execution and delivery of the Merger Agreement by the Company, Parent
and Purchaser.
Section 4.17. Counterparts. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which shall
constitute one and the same agreement.
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IN WITNESS WHEREOF, Parent, Purchaser, the Company and the Shareholders
have caused this Agreement to be executed as of the date first written above.
XXXXX 0 COMMUNICATIONS, INC.
By: /s/ Xxxxx Xxxxx
-----------------------------------
Name: Xxxxx Xxxxx
Title: Chief Executive Officer
ELDORADO ACQUISITION THREE, INC.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Group Vice President
SOFTWARE SPECTRUM, INC.
By: /s/ Xxxx X. Xxxx
-----------------------------------
Name: Xxxx X. Xxxx
Title: Chief Executive Officer
/s/ Xxxx X. Xxxx
-----------------------------------
Xxxx X. Xxxx
PRIVATE CAPITAL MANAGEMENT, L.P.
By: PCM Holdings, Inc., its general
partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
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Schedule I
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Number of Shares for
--------------------
which Shareholder has
---------------------
Name and Address Dispositive and Voting
---------------- ----------------------
of Shareholder Control
-------------- -------
Xxxx X. Xxxx 166,114
0000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
Private Capital Management, L.P. 796,542
0000 Xxxxxxx Xxx Xxxx., Xxxxx 000
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Xxxx Xxxxxxxxx
Facsimile: (000) 000-0000
(000) 000-0000
