OPTION AGREEMENT
THIS OPTION AGREEMENT, made and entered into as of this 15th day of
December, 1993 ("Agreement"), is by and between SPUR Capital Inc., a Texas
Corporation ("SPUR"), and Capstar Communications of Mississippi, Inc., a
Delaware corporation ("Capstar").
W I T N E S S E T H:
WHEREAS, SPUR is general partner of the owner and operator of Radio
Broadcast Station WJDX-FM, Jackson, Mississippi ("Station"); and
WHEREAS, Capstar wishes to acquire an option to purchase from SPUR the
assets, properties and rights used by SPUR in the operation of the Station;
and
WHEREAS, SPUR wishes to grant Capstar an option to purchase said assets,
properties and rights;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, SPUR and Capstar agree as follows:
1. Option.
1.1. Grant. Upon the terms and subject to the conditions of this
agreement, Capstar is hereby granted the right ("Option") to purchase from
SPUR , at any time from January 1, 1994 until 5:00 pm., Austin, Texas time,
on December 31, 1998 ("Option Term"), all of the assets, properties and rights
of SPUR, whether tangible, intangible, real, personal or mixed, and wherever
located (other than the Excluded Assets, as defined herein), used by SPUR in
the rights being herein collectively referred to as the "Assets"), including,
without limitation, the following:
(a) all fixtures, equipment, furniture and other tangible property
(collectively, the "Fixtures and Equipment") used by SPUR in the
operation of the Station;
(b) all of SPUR's rights under the lease agreements, marketing
agreements, supply agreements, utility agreements, service agreements,
employment agreements and other agreements, whether written or oral,
to which SPUR is a party and which relate to the operation of the
Station (collectively, the "Business Arrangements");
(c) all licenses, permits, authorizations or other rights granted
by the Federal Communications Commission and other governmental
authorities and all certificates of convenience or necessity, immunities,
privileges, easements, consents, grants, ordinances and other rights of
every character whatsoever that are used by Spur in or associated with
the operation of the Station;
(d) all supplier lists and supplier data relating
to the operation of the Station;
(e) all customer records and files relating to the
operation of the Station;
(f) all rights under express or implied warranties from the sellers
of goods and services used in or associated with the operation of the
Station; and
(g) all books, records and other documents used in or associated
with the operation of the Staton or the employees and former employees
engaged in work in connection with the Station
.
1.2. Assets Not Subject to Option. Notwithstanding any other
provision of this Agreement, the Assets subject to the option granted hereby
shall not include the following assets, properties and rights of Spur, which
might otherwise be considered as used in, constituting or associated with the
operation of the Station (collectively, the "Excluded Assets"):
(a) all of the assets, properties and rights of Spur, whether
tangible, intangible, real, personal or mixed, and wherever located, that
are used by Spur in the operation of Radio Broadcast Station WSLI-AM,
Jackson, Mississippi ("WSLI-AM"), including, without limitation, all
contracts and other agreements between Spur and any other person or
entity respecting the operation of WSLI-AM, all rights to the payment of
money or other forms of consideration of any kind that result from or
derive from the operation of WSLI-AM, all fixtures, equipment, furniture
and other tangible property of every kind and description and all real
property or interest therein used in the operation of WSLI-AM, and the
licenses, permits and authorizations that Spur has received from the
Federal Communications Commission with respect to the acquisition and
operation of WSLI-AM (collectively, the "WSLI-AM Assets");
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(b) all cash, cash-equivalents, securities and bank
deposits, of whatever description;
(c) all accounts receivable;
(d) the rights to any of Spur's claims for any
federal, state, local or foreign tax refunds;
(e) the rights which accrue or will accrue to Spur
under this Agreement; and
(f) the rights to carry forward, carry back or otherwise utilize
any of Spur's net operating losses for federal and state income tax
purposes.
1.3. Consideration for Option. In consideration of the Option
granted hereby, Capstar agrees to pay Spur, commencing on January 1, 1994,
and continuing on the first day of each month thereafter until the expiration
of the Option Term, and irrespective of whether Capstar elects to exercise
said Option, the sum of $5,000.00 per month.
1.4. Exercise of Option. In the event Capstar elects to exercise
the Option granted hereby, Capstar shall provide Spur written notice ("Option
Exercise Notice") of said election prior to the expiration of the Option Term.
2. Purchase Price. The purchase price ("Purchase Price") payable by
Capstar to Spur for the Assets shall be determined as follows:
If Spur Receives the
Option Exercise Notice Then the Purchase
during the period: Price shall be:
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January 1, 1994 through
December 31, 1994 $2,500,000
January 1, 1995 through
December 31, 1995 $2,750,000
January 1, 1996 through
December 31, 1996 $3,000,000
January 1, 1997 through
December 31, 1997 $3,250,000
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If Spur Receives the
Option Exercise Notice Then the Purchase
during the period: Price shall be:
January 1, 1998 through $3,500,000
December 31, 1998
3. The Closing.
3.1. Closing and Closing Date. The closing (the "Closing") of the
sale and purchase of the Assets contemplated hereby shall be held on the
fifteenth business day following the day on which Spur shall receive the
Option Exercise Notice, at 10:00 a.m., Austin, Texas time at the offices of
Bracewell & Patterson, L.L.P., 100 Congress Avenue, Suite 1900, Austin, Texas
78701-4052, provided, however, that if the conditions precedent to the
Closing, as set forth in Section 5 of this Agreement, shall not have been
satisfied or waived on said date, the Closing shall take place on the fifth
business day following said satisfaction or waiver of such conditions, or on
such other date as Spur and Capstar shall agree upon in writing. The time and
date of closing is referred to herein as the "Closing Date."
3.2. Title, Possession, Risk of Loss. Title to,
possession of and risk of loss or destruction or damage to the
Assets shall pass to Capstar at the Closing.
3.3. Items to be Delivered at Closing by Spur. At
the Closing, and subject to the terms and conditions herein
contained, Spur shall deliver to Capstar the following:
(a) a Bill of Sale, General Assignment and Conveyance in the form
set forth as Exhibit "A" hereto, duly executed by Spur; and
(b) such other good and sufficient instruments and documents of
conveyance and transfer, in a form reasonably satisfactory to Capstar and
its counsel, as shall be necessary and effective to transfer and assign
to, and vest in, Capstar all of Spur's right, title and interest in and
to the Assets.
Simultaneously with such delivery, all such steps will be taken by Spur as may
be reasonably required to put Capstar in actual possession and operating
control of the Assets.
3.4. Items to be Delivered at Closing by Capstar.
At the Closing, and subject to the terms and conditions herein
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contained, Capstar shall deliver to Spur, by wire transfer, immediately
available funds equal to the Purchase Price.
4. Covenants or Spur and Capstar; Representations and
Warranties.
4.1. Access to Properties and Records. From and after the date on
which Spur shall receive the Option Exercise Notice and continuing thereafter
until the closing, Spur will (i) keep Capstar advised of all developments
relevant to the consummation of the sale and purchase of Assets contemplated
by this Agreement and the operation of Station; cooperate fully, both in
permitting Capstar and Capstar's representatives, advisers, employees,
consultants, auditors and other experts to make a full investigation, at
Capstar's sole cost and expense, and at reasonable times and upon reasonable
notice, of the properties, operations and financial condition of the Station,
and in bringing about the consummation of the sale and purchase of Assets
contemplated hereby; and (ii) afford Capstar and Capstar's representatives,
advisers, employees, consultants, auditors and other experts, at Capstar's
sole cost and expense, and at reasonable times and upon reasonable notice,
reasonable access to the offices, buildings, real properties, machinery and
equipment, records, files, books of account, agreements and commitments
related to the operation of the Station. Capstar covenants and agrees that,
prior to the Closing, neither Capstar nor any of Capstar's representatives,
advisers, employees, consultants, auditors and other experts will interfere
with the operation of the Station or any of the Business Arrangements. All
information obtained by Capstar through any investigation of or access to the
properties, operations and financial condition of the Station shall at all
times prior to the Closing remain confidential, and neither Capstar nor any of
its representatives, advisers, employees, consultants, auditors or other
experts shall disclose any such information to any other person or entity
without the prior written consent of Spur.
4.2. Satisfaction of Conditions; Cooperation. From and after the
date on which Spur shall receive the Option Exercise Notice and continuing
thereafter until the Closing, each of Spur and Capstar will use its reasonable
efforts to (a) obtain, as soon as possible, all governmental approvals
required to be obtained by it and make, as soon as possible, all filings with
any governmental authority required on its part to consummate the sale and
purchase of the Assets contemplated hereby, and (b) obtain, as soon as
possible, other consents to and approvals required to be obtained by it to
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consummate the sale and purchase of the Assets contemplated
hereby.
4.3. Representations and Warranties. At the Closing, Spur shall
convey to Capstar full legal and beneficial title to the Assets, free and clear
of all liens, pledges, mortgages, security interests, conditional sales
contracts and encumbrances. At the Closing, the Fixtures and Equipment will be
in satisfactory operating condition (except for ordinary wear and tear which in
the aggregate would not have a material adverse effect on the operation of the
Station) and will be capable of being used in connection with the operation of
the Station without need for material repair or replacement except in the
ordinary course of business. At the Closing, the Assets sold and transferred
to Capstar shall constitute all of the assets, properties and rights of Spur,
other than the Excluded Assets, which are necessary to the operation of the
Station as a going concern on a basis consistent with past practice. EXCEPT
AS SET FORTH IN THIS SECTION 4.3, NEITHER SPUR NOR ANY OF ITS AGENTS,
ATTORNEYS OR REPRESENTATIVES MAKES ANY REPRESENTATION OR WARRANTY WHATSOEVER,
EXPRESSED OR IMPLIED, RESPECTING THE ASSETS OR THE STATION, OR MAKES ANY
WARRANTY THAT THE ASSETS SHALL BE MERCHANTABLE OR FIT POR A PARTICULAR
PURPOSE. ANY APPLICABLE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PATICULAR PURPOSE IS HEREBY DISCLAIMED.
5. Conditions to Closing.
5.1. Conditions Precedent to Obligation of Capstar. Te obligation
of Capstar to consummate the sale and purchase of the Assets contemplated by
this Agreement shall be subject to satisfaction (or the waiver in writing of
Capstar) at or prior to the Closing of all of the following conditions:
5.1.1. No Casualty, Loss or Damage. No material casualty, loss
or damage shall have occurred prior to the Closing Date to any Assets
unless Spur shall have either repaired or replaced such lost or damaged
property; provided, however, that Capstar reserves the right, in its sole
discretion, to waive the condition set forth in this Section 5.1.1, and
either receive any insurance proceeds or benefits payable to Spur with
respect to any such casualty, loss or damage or reduce the Purchase Price
by an amount equal to any such casualty, loss or damage.
5.1.2. Documents. All documents, instruments
and agreements required to be executed and delivered by
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Spur or third parties at the Closing as contemplated hereby, and such
other documents and instruments as Capstar shall reasonably request,
shall have been duly executed and delivered by Spur and any other parties
required and shall have been received by Capstar.
5.1.3. Consents. All consents and approvals of third parties
or any regulatory body or authority, whether required contractually or by
applicable federal, state or local law, or otherwise necessary for the
execution, delivery and performance of this Agreement by Spur, and the
transfer of the Assets to Capstar, shall have been delivered to Capstar
in form and substance satisfactory to Capstar at least two days prior to
the Closing Date and shall not have been withdrawn or revoked.
5.1.4. Ad Valorem and Other Taxes. Except as otherwise
apportioned pursuant to Section 7.2, below, all ad valorem and other
taxes (excluding income) assessed against the Assets for the year in
which the Closing shall occur and all prior years shall have been paid.
5.1.5. Corporate Authority. Spur shall have delivered to
Capstar, in such form as Capstar's legal counsel may reasonably request,
evidence of Spur's authority for the execution, delivery and performance
of this Agreement and the other agreements and instruments to be executed
and delivered by Spur pursuant hereto and the transactions contemplated
hereby and thereby.
5.2. Conditions Precedent to Obligation of Spur. The obligation of
Spur to consummate the sale and purchase of the Assets contemplated by this
Agreement shall be subject to satisfaction (or the waiver in writing by Spur)
at or prior to the Closing of all of the following conditions:
5.2.1. Closing Deliveries. Capstar shall have delivered to
Spur immediately available funds in an amount equal to the Purchase Price
determined pursuant to Section 2 hereof.
5.2.2. Documents. All documents, instruments and agreements
required to be executed and delivered by Capstar or third parties at the
Closing as contemplated hereby, and such other documents and instruments
as Spur shall reasonably request, shall have been duly executed and
delivered by Capstar and any other parties required and shall have been
received by Spur.
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5.2.3. Consents. All consents and approvals of third parties
or any regulatory body or authority, whether required contractually or by
applicable federal, state or local law, or otherwise necessary for the
execution, delivery and performance of this Agreement by Capstar, shall
have been delivered to Spur in form and substance satisfactory to Spur at
least two days prior to the Closing Date and shall not have been
withdrawn or revoked.
5.2.4. Corporate Authority. Capstar shall have delivered to
Spur, in such form as legal counsel for Spur may reasonably request,
evidence of Capstar's corporate authority for the execution, delivery and
performance of this Agreement and the other agreements and instruments to
be delivered by Capstar pursuant hereto and the transactions contemplated
hereby and thereby.
6. Termination.
6.1. Grounds for Termination. This Agreeent may be terminated at
any time prior to the Closing Date:
(a) by the written agreement of Spur and Capstar;
or
(b) by Capstar, by written notice to Spur, in the event Spur fails
to perform, keep or observe any term, provision, condition or covenant
contained herein, which failure is not cured to Capstar's reasonable
satisfaction within ten business days after Capstar gives Spur written
notice identifying such failure; or
(c) by Spur, by written notice to Capstar, in the event Capstar
fails to perform, keep or observe any term, provision, condition or
covenant contained herein, which failure is not cured to Spur's
reasonable satisfaction within ten business days after Spur gives Capstar
written notice identifying such failure; or
(d) by Spur or by Capstar, by written notice to the other, if the
Closing shall not have occurred by 5:00 p.m., Austin, Texas time on the
90th day following the date on which Spur shall receive the Option
Exercise Notice, unless such date is extended by mutual agreement in
writing; or
(e) by Spur or by capstar, by written notice to the
other, if on the date scheduled for Closing any proceed-
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ing or action shall have bean filed seeking to restrain, enjoin or
otherwise prevent the consummation of this Agreement or the transactions
contemplated hereby or any order shall have been entered restraining or
prohibiting consummation of the transactions contemplated hereby.
6.2. Effect of Termination. If this Agreement is terminated as
permitted under Section 6.1, above, such termination shall be without
liability of either party, except that such termination shall be without
prejudice to any and all other remedies the parties may have against each
other for any breach of this Agreement.
7. Receivables; Apportionment; Other Taxes.
7.1. Receivables. If any monies or other assets are received by
Capstar subsequent to the Closing to which Spur is entitled and that are not
included in the Assets, Capstar shall hold such monies and assets received in
trust for Spur and shall account for and pay same to Spur within fifteen days
of receipt. If any monies or other assets are received by Spur subsequent to
the Closing to which Capstar is entitled, and that are included in the Assets,
Spur shall hold such monies and assets received in trust for Capstar and shall
account for and pay same to Capstar within fifteen days of receipt.
7.2. Apportionment. Ad valorem and similar taxes imposed by any
taxing authority on the Assets and applicable to periods both prior to and
after the Closing Date shall be prorated as of the Closing Date. spur and
Capstar shall agree on the amounts owing to Spur by Capstar or to Capstar by
Spur resulting from such proration within sixty days after the Closing Date,
and such amounts shall be paid within thirty days thereafter.
7.3. Other Taxes. To the extent there are any sales, use, or
similar taxes payable to any taxing authority in any state arising from this
transaction, they shall be borne by Capstar and Capstar agrees to indemnify
Spur therefor. Capstar shall have the right to approve all sales tax
information and returns submitted to tax authorities and to designate the
amount of sales tax shown due thereon arising from the sale and purchase of
the Assets contemplated hereby.
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8. Miscellaneous.
8.1. Notice. Any notice required or permitted to be given under
this Agreement shall be in writing, and shall be mailed by certified mail,
return receipt requested, or delivered to the addresses, or sent by telecopy
to the telecopy numbers, as follows:
SPUR: Spur Jackson, L.P.
c/o Spur Capital, Inc.
301 Congress Avenue
Suite 410
Austin, Texas 78701
Attention: President
Telecopy No.: (512) 495-6496
CAPSTAR: Capstar Communications of Mississippi, Inc.
l375 Beasley Road
Jackson, Mississippi 39206
Attention: President
Telecopy No.: (______) ________
or such other address as shall be furnished in writing by such parties, and
such notice shall be effective and be deemed to have been given as of the date
actually received.
To the extent any notice provision in any other agreement,
instrument or document required to be executed or executed by the parties in
connection with the transactions contemplated herein contains a notice
provision which is different from the notice provision contained in this
Section 8.1 with respect to matters arising under such other agreement,
instrument or document, the notice provision in such other agreement,
instrument or document shall control.
8.2. Amendments and Waivers. This Agreement may
not be amended or waived except by an instrument in writing
signed on behalf of each of the parties hereto.
8.3. Further Documents. Spur shall, at any time
and from time to time after the Closing, upon request by
Capstar and without further consideration, execute and deliver
such instruments of transfer or other documents and take such
further action as may be reasonably required in order to con-
vey, transfer, assign and deliver to Capstar the Assets in
accordance with this Agreement or to perfect any other under-
taking made by Spur hereunder. Capstar shall, at any time and
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from time to time after the Closing, upon request by Spur and without further
consideration, execute and deliver such documents and take such further action
as may be reasonably required in order to perfect any undertaking made by
Capstar hereunder.
8.4. Assignability; Enforceability. Neither party shall assign this
Agreement or its rights or obligations hereunder in whole or in part without
the prior written consent of the other party; provided, however, that Spur may
assign this Agreement and its rights and obligations hereunder to its lenders.
Any assignment made or attempted in violation of this Section 8.4 shall be
void and of no effect.
This Agreement shall be binding on and enforceable by Spur and
Capstar, and their respective legal representatives, successors and permitted
assigns.
Except as set forth in this Section 8.4, no person or entity not a
party to this Agreement shall have rights under this Agreement as a third
party beneficiary or otherwise.
8.5. Entire Agreement. This Agreement constitutes the full
understanding of the parties, a complete allocation of risks between them and a
complete and exclusive statement of the terms and conditions of their agreement
relating to the subject matter hereof and supersedes any and all prior
agreements, whether written or oral, that may exist between the parties with
respect thereto. Except as otherwise specifically provided in this Agreement, no
conditions, usage of trade, course of dealing or performance, understanding or
agreement purporting to modify, vary, explain or supplement the terms or
conditions of this Agreement shall be binding unless hereafter made in writing
and signed by the party to be bound, and no modification shall be effected by
the acknowledgement or acceptance of documents containing terms or conditions at
variance with or in addition to those set forth in this Agreement. No waiver
by either party with respect to any breach or default or of any right or
remedy and no course of dealing, shall be deemed to constitute a continuing
waiver of any other breach of default or of any other right or remedy, unless
such waiver be expressed in writing signed by the party to be bound. Failure
of a party to exercise any right shall not be deemed a waiver of such right or
rights in the future.
8.6. Controlling Law and Jurisdiction. THE VALIDITY,
INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT AND
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ANY DISPUTE CONNECTED HEREWITH SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS WITHOUT REARD TO PRINCIPLES OF CONFLICTS OF LAW.
8.7. Public Announcement. Until the Closing, no press release,
public announcement, confirmation or other information regarding this
Agreement or the contents hereof shall be made by either party without the
prior written consent of the other party, except as may be necessary in the
opinion of counsel of either party to meet the requirements or regulations of
any applicable law, governmental unit or agency.
8.8. Finder's Fees and Commissions. SPUR and Capstar agree to
indemnify each other and hold each other harmless from any liability, cost or
expense (including, but not limited to, fees and disbursements of legal
counsel) resulting from any agreement, arrangement or understanding made by
the indemnifying party with any third party for brokerage or finder's fee or
other commissions in connection with this Agreement, the documents and
instruments referred to herein, or the transactions contemplated hereby or
thereby.
8.9. Attorneys' Fees and Expenses. Capstar agrees to bear and pay
when due all legal fees and expenses incurred by it and SPUR in connection with
the negotiation and execution of this Agreement and the consummation of the
purchase and sale of Assets contemplated hereby.
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the duly authorized officers of the parties hereto on the date
first herein- above written.
SPURCAPITAL, INC. CAPSTAR COMMUNICATIONS OF
MISSISSIPP, INC.
By: /s/ Don R. Kuykendall By: /s/ R. Steven Hicks
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Don R. Kuykendall, Name: R. Steven Jicks
President Title: President
EXHIBIT "A"
BILL OF SALE
GENERAL ASSIGNMENT AND CONVEYANCE
BILL OF SALE, GENERAL ASSIGNMENT AND CONVEYANCE, dated as of
____________, 199__, by Spur Jackson, L.P., a Delaware limited partnership
("Seller"), in favor of Capstar Communications of Mississippi, Inc. a Delaware
corporation ("Purchaser").
WHEREAS, Seller has agreed to sell to Purchaser and Purchaser has agreed
to purchase from Seller substantially all the assets, properties and rights of
Seller used by Seller in the operation of Radio Broadcast Station WJDX-FM,
Jackson, Mississippi ("Station") on the terms and subject to the conditions
set forth in that certain Option Agreement, dated December __, l993
("Agreement"), by and between Seller and Purchaser; and
WHEREAS, Seller has agreed to execute and deliver certain documents
evidencing the sale, conveyance, transfer, assignment and delivery of such
assets, properties and rights to Purchaser;
NOW, THEREFORE, for and in consideration of the sum of Ten and No/l00
Dollars ($1O.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller hereby grants, sells,
conveys, transfers, assigns and delivers to Purchaser all of the assets,
properties and rights of Seller, whether tangible, intangible, real, personal
or mixed, and wherever located (other than the Excluded Assets), used by
Seller in the operation of the Station, including without limitation, the
following:
(a) all fixtures, equipment, furniture and other
tangible property used by Seller in the operation of the
Station;
(b) all of Seller's rights under the lease agreements, marketing
agreements, supply agreements, utility agreements, service agreements,
employment agreements and other agreements, whether written or oral, to
which Seller is a party and which relate to the operation of the Station;
(c) all licenses, permits, authorizations or other rights granted
by the Federal Communications Commission and other governmental
authorities and all certificates of convenience or necessity, immunities,
privileges, easements, consents, grants, ordinances and other rights of
every character whatsoever that are used by Seller in or associated with
the operation of the Station;
(d) all supplier lists and supplier data relating
to the operation of the Station;
(e) all customer records and files relating to the
operation of the Station;
(f) all rights under express or implied warranties from the sellers
of goods and services used in or associated with the operation of the
Station; and
(g) all books, records and other documents used in or associated
with the operation of the Station or the employees and former employees
engaged in work in connection with the Station.
TO HAVE AND TO HOLD, unto Purchaser, its legal representatives,
successors and assigns, FOREVER.
All capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Agreement.
This Bill of Sale, General Assignment and Conveyance shall be binding on
and enforceable against Seller and its legal representatives, successors and
permitted assigns.
IN WITNESS WHEREOF, this Bill of Sale, General Assignment and Conveyance
has been duly executed and delivered on behalf of Seller by a duly authorized
officer of Capstar, Inc., a Delaware corporation, acting in its capacity as
the General Partner of Seller, on this ____ day of ____________, 199 .
SPUR JACKSON, L.P.
By: Spur Capital, Inc.,
General Partner
By:___________________
Don R. Kuykendall,
President
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THE STATE OF TEXAS
COUNTY OF TRAVIS
BEFORE ME, the undersigned authority, on this day personally appeared Don
R. Kuykendall, President of Spur Capital Inc., a Delaware corporation, which
corporation is the general partner of Seller, known to me to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me
that he executed the same for the purposes and consideration therein
expressed, in the capacity therein stated, and as the act and deed of said
corporation, acting in its capacity as general partner of the Seller.
GIVEN under my hand and seal of office, this the _____
day of _________________, 199 .
Notary Public in and for
the State of T E X A S
Name:_______________________
My Commission Expires:________
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