COMMERCIAL PAPER DEALER AGREEMENT
November 13, 1995
BA Securities, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Dear Sirs:
Mirage Resorts, Incorporated, a Nevada corporation (the
"Company"), hereby appoints you as its agent, and as
agent for THE MIRAGE CASINO-HOTEL, Treasure Island
Corp., Bellagio, GNLV, CORP. and MH, INC., each of which
is a Nevada corporation and a direct or indirect wholly
owned subsidiary of the Company (collectively, the "Co-
Issuing Subsidiaries" and, together with the Company,
the "Issuers"), on a nonexclusive basis for the purpose
of soliciting and receiving offers to purchase from the
Issuers from time to time their commercial paper notes,
maturing not later than nine months from date of issue
(the "CP Notes") in an aggregate principal amount
outstanding not to exceed the amount authorized from
time to time by the Board of Directors of the Company.
The CP Notes will be issued under an Issuing and Paying
Agency Agreement dated as of November 13, 1995 (the
"Paying Agency Agreement") between the Issuers and
BankAmerica National Trust Company, as Issuing and
Paying Agent (the "Paying Agent"), and will be issued in
denominations of $150,000 and integral multiples of
$1,000 in excess thereof. The Company may sell CP Notes
directly to you as principal for resale to others. For
purposes of this Agreement, the Company will act for
itself and on behalf of the Co-Issuing Subsidiaries.
SECTION 1. ISSUANCE AND PURCHASE OF THE CP
NOTES. If you and the Company shall agree upon the sale
of any CP Notes to or through you (including, but not
limited to, agreement with respect to the price,
principal amount, maturity and interest or discount rate
thereof), (i)instructions to the Paying Agent to
complete, authenticate and deliver the CP Notes shall
be given in the manner described in the Paying Agency
Agreement and (ii) the authentication and delivery to
you of such CP Notes by the Paying Agent against payment
of the purchase price therefor shall constitute the
issuance of such CP Notes by the Issuers.
Exhibit 99.2
SECTION 2. OFFERING OF THE CP NOTES;
RESTRICTIONS ON TRANSFER. (a) You agree with the
Company that (i) you will deliver a Private Placement
Memorandum (as hereinafter defined) to each prospective
investor in the CP Notes prior to the initial offer to
purchase a CP Note or CP Notes by such investor, (ii)
you will not solicit offers for, or offer or sell, CP
Notes by any form of general solicitation or general
advertising or in any manner involving a public offering
within the meaning of Section 4(2) of the Securities Act
of 1933, as amended (the "Securities Act"), and Rule
506 thereunder, and (iii) you will solicit offers for CP
Notes only from, and will offer CP Notes only to,
(x)institutional investors that you reasonably believe
are "accredited investors" within the meaning of Rule
501(a) under the Securities Act or (y) qualified
institutional buyers as defined in Rule 144A under the
Securities Act ("QIBs") and, in either case, who, in
purchasing CP Notes, may be deemed to have represented
and agreed as provided in paragraphs (1) through (4) of
Section 2(b).
(b) Each Private Placement Memorandum shall
contain paragraphs in substantially the following form:
"Each purchaser of a CP Note will be deemed to
have represented and agreed as follows:
(1) It understands that the CP Notes are
being issued only in transactions not
involving any public offering within the
meaning of the Securities Act;
(2) It is (A) an institutional investor which
is an "Accredited Investor," as defined in
Rule 501(a) of Regulation D under the
Securities Act (an "Institutional
Accredited Investor"), or a "bank," as
defined in Section 3(a)(2) of the
Securities Act, or a savings and loan
association or other institution of the
type referred to in Section 3(a)(5)(A) of
the Securities Act, that is acting as a
fiduciary in purchasing the CP Notes for
the account of an Institutional
Accredited Investor, which has such
knowledge and experience (or, if such
Institutional Accredited Investor is
acting as a fiduciary, it is a fiduciary
with sole investment discretion having
such knowledge and experience) in
financial and business matters that it is
capable (whether acting for its own
account or in such fiduciary capacity) of
evaluating the merits and risks of
investing in such CP Notes, has had
access to such information as it deems
necessary in order to make an informed
investment decision and is not purchasing
the CP Notes with a view to, or for sale
in connection with, any distribution; or
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(B) in the case of sales of CP Notes
pursuant to Rule 144A under the
Securities Act, a "qualified
institutional buyer," as defined in Rule
144A under the Securities Act (a "QIB"),
or a QIB purchasing the CP Notes on
behalf of one or more other QIBs;
(3) If in the future it (or any other investor
or any other fiduciary or agent
representing it) decides to sell such CP
Notes prior to maturity, said CP Notes
will be sold only in a transaction exempt
from registration under the Securities
Act and only to (i) you or another dealer
authorized by the Company (each, a
"Dealer"), (ii) to the Company or any
other Issuer, (iii) to a QIB, (iv)
through a Dealer to an institutional
investor approved by the Dealer as an
Institutional Accredited Investor or (v)
in a transaction previously approved in
writing by the Company as exempt from
registration under the Securities Act;
(4) It understands that, although you (or any
other Dealer), the Company or another
Issuer may repurchase CP Notes, none of
such entities is obligated to do so, and,
accordingly, the purchaser (or any such
other investor) should be prepared to
hold the CP Notes until maturity;
(5) It acknowledges that the CP Notes sold
to it by you may be sold to it pursuant to
Rule 144A under the Securities Act;
(6) It understands that the CP Notes will
bear a legend substantially as follows:
THIS CP NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND THE
INITIAL SALE OF THIS CP NOTE MAY BE MADE
ONLY TO AN INSTITUTIONAL "ACCREDITED
INVESTOR,"AS DEFINED IN RULE 501(a) UNDER
THE SECURITIES ACT (AN "INSTITUTIONAL
ACCREDITED INVESTOR"), OR A "QUALIFIED
INSTITUTIONAL BUYER," AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT (A "QIB").
BY ITS ACCEPTANCE OF THIS CP NOTE, THE
PURCHASER HEREOF (A) REPRESENTS THAT IT
IS (i) AN INSTITUTIONAL ACCREDITED
INVESTOR OR A "BANK," AS DEFINED IN
SECTION 3(a)(2) OF THE SECURITIES ACT, OR
A SAVINGS AND LOAN ASSOCIATION OR OTHER
INSTITUTION OF THE TYPE REFERRED TO IN
SECTION 3(a)(5)(A) OF THE SECURITIES
ACT, THAT IS ACTING AS A FIDUCIARY ON
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BEHALF OF AN INSTITUTIONAL ACCREDITED
INVESTOR AND THAT THIS CP NOTE IS BEING
ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO DISTRIBUTION OR (ii) A QIB ACTING
ON BEHALF OF ITSELF OR ANOTHER QIB, AND
(B) AGREES THAT ANY RESALE OF THIS CP
NOTE WILL BE MADE ONLY IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT (INCLUDING, IN THE CASE OF
A SALE BY A QIB, A TRANSACTION EXEMPT
PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT), AND, IN EACH CASE, ONLY
TO (i) BA SECURITIES, INC. OR ANOTHER
DEALER AUTHORIZED BY THE COMPANY (EACH, A
"DEALER"), (ii) TO MIRAGE RESORTS,
INCORPORATED (THE "COMPANY"), (iii) TO
THE MIRAGE CASINO-HOTEL, TREASURE ISLAND
CORP., BELLAGIO, GNLV, CORP. OR MH, INC.,
(iv) THROUGH A DEALER TO AN INSTITUTIONAL
INVESTOR APPROVED BY THE DEALER AS AN
INSTITUTIONAL ACCREDITED INVESTOR, (v) TO
A QIB OR (vi) IN A TRANSACTION PREVIOUSLY
APPROVED IN WRITING BY THE COMPANY IN ITS
SOLE AND ABSOLUTE DISCRETION AS EXEMPT
FROM REGISTRATION UNDER THE SECURITIES
ACT;
and
(7) It has received the Private Placement
Memorandum relating to the offering of the
CP Notes and has had full opportunity (i) to
ask questions and receive answers concerning
the terms and conditions of the offering
made pursuant to such Private Placement
Memorandum and (ii) to request from the
Company and the other Issuers and to
review, and has received, all additional
information necessary to verify the
accuracy of the information contained in
such Private Placement Memorandum or
incorporated therein by reference that
the Issuers could provide without
unreasonable effort or expense."
SECTION 3. REPRESENTATIONS AND WARRANTIES.
The Company represents and warrants to and agrees with
you as of the date hereof, as of each date on which you
solicit offers to purchase CP Notes, as of each date on
which the Company accepts an offer to purchase CP Notes
(including any purchase by you as principal), as of each
date the Issuers issue and deliver CP Notes and as of
each date the Private Placement Memorandum is amended or
supplemented, as follows (it being understood that such
representations, warranties and agreements shall be
deemed to relate to the Private Placement Memorandum as
amended or supplemented to each such date):
(a) Each Issuer has been duly incorporated,is
validly existing as a corporation in good standing under
the laws of the State of Nevada. The Company has full
power and authority to execute, deliver and perform this
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Agreement. Each Issuer has full power and authority to
execute, deliver and perform its respective obligations
under the CP Notes and the Paying Agency Agreement.
(b) The CP Notes have been duly authorized by
the Issuers and, when executed and authenticated in
accordance with the provisions of the Paying Agency
Agreement and delivered to and paid for by the
purchasers thereof, will be entitled to the benefits of
the Paying Agency Agreement and will be valid and
binding obligations of the Issuers, enforceable in
accordance with their respective terms, except that (i)
the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or
similar laws now or hereafter in effect relating to or
affecting creditors' rights generally, (ii) rights of
acceleration and the availability of equitable remedies
may be limited by equitable principles of general
applicability, (iii) rights to indemnity and
contribution may be limited by state or federal laws
relating to securities or by the policies underlying
such laws and (iv) no representation, warranty or
agreement is made with respect to any purported waivers
of rights or defenses.
(c) This Agreement has been duly authorized,
executed and delivered by the Company.
(d) The Paying Agency Agreement has been duly
authorized, executed and delivered by the Issuers and,
assuming the due authorization, execution and delivery
by the Paying Agent, is a valid and binding agreement of
the Issuers, enforceable in accordance with its terms,
except that (i) the enforceability thereof may be
limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws now or hereafter in effect
relating to or affecting creditors' rights generally,
(ii) rights of acceleration and the availability of
equitable remedies may be limited by equitable
principles of general applicability, (iii) rights to
indemnity and contribution may be limited by state or
federal laws relating to securities or by the policies
underlying such laws and (iv) no representation,
warranty or agreement is made with respect to any
purported waivers of rights or defenses.
(e) The execution and delivery by the Company
of, and the performance by the Company of its
obligations under, this Agreement, and the execution and
delivery by the Issuers of, and the performance by the
Issuers of their respective obligations under, the CP
Notes and the Paying Agency Agreement will not
contravene any provision of applicable law or the
Articles of Incorporation or Bylaws of any Issuer or any
agreement or other instrument binding upon the Company
or any of its subsidiaries that is material to the
Company and its subsidiaries, taken as a whole, or any
judgment, order or decree of any governmental body,
agency or court having jurisdiction over the Company or
any subsidiary of the Company, the contravention of
which would have a material adverse effect on the
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business of the Company and its subsidiaries, taken as a
whole, and no consent, approval, authorization or order
of or qualification with any governmental body or agency
is required for the performance by the Company of its
obligations under this Agreement, or by the Issuers of
their respective obligations under the CP Notes and the
Paying Agency Agreement, except such as may be required
by the securities or Blue Sky laws of the various states
in connection with the offer and sale of the CP Notes
and except for such approval under the Nevada Gaming
Control Act and the regulations promulgated thereunder
as has been obtained and is in full force and effect.
(f) The issuance and sale of the CP Notes
under the circumstances contemplated hereby and by the
Paying Agency Agreement do not require registration of
the CP Notes under the Securities Act, pursuant to the
exemption from registration contained in Section 4(2)
thereof and the regulations promulgated thereunder and
do not require compliance with any provision of the
Trust Indenture Act of 1939, as amended.
(g) No Issuer is an "investment company" or an
entity "controlled" by an "investment company" as such
terms are defined in the Investment Company Act of 1940,
as amended.
(h) There has not occurred any material
adverse change, or any development involving a
prospective material adverse change, in the condition,
financial or otherwise, or in the earnings, business or
operations of the Company and its subsidiaries, taken as
a whole, from that set forth in the Private Placement
Memorandum.
(i) The CP Notes satisfy the requirements set
forth in Rule 144A(d)(3) under the Securities Act.
SECTION 4. AGREEMENTS. The Company agrees
with you that:
(a) The Company will promptly deliver to you
copies of all (i) filings by the Company with the
Securities and Exchange Commission and any United States
securities exchange on which securities of any Issuer
are listed and (ii) all material information generally
supplied by the Company to its shareholders or by any
Issuer to any of Standard & Poor's Ratings Group,
Xxxxx'x Investor Services, Inc. or Duff & Xxxxxx Credit
Rating Co. (collectively, the "Rating Agencies").
(b) The Company will provide to you as soon as
practicable a Private Placement Memorandum containing
business and financial information concerning the
Company and a description of the CP Notes which (with
any amendments or supplements provided by the Company)
may be used by you in connection with the sale of the CP
Notes until the Company provides you with an updated or
revised memorandum (such Private Placement Memorandum,
together with any amendments or supplements thereto,
including information incorporated therein by reference,
if any, is herein referred to as the "Private Placement
Memorandum").
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(c) If, at any time when you are offering CP
Notes or any CP Notes are outstanding, any event occurs
or condition exists as a result of which the Private
Placement Memorandum as then amended or supplemented
would include an untrue statement of a material fact, or
omit to state any material fact necessary to make the
statements therein, in the light of the circumstances
existing when such Private Placement Memorandum is
delivered to a purchaser, not misleading, or if, in your
opinion or the opinion of the Company, it is necessary
at any time to amend or supplement the Private Placement
Memorandum as then amended or supplemented to comply
with applicable law, the Company will notify you as
promptly as practicable and will prepare and furnish to
you a revision or supplement to the Private Placement
Memorandum satisfactory in all material respects to you,
that will correct such statement or omission or effect
such compliance.
(d) The Company will, whether or not any sale
of CP Notes is consummated, pay all reasonable out-of
pocket expenses incurred by you incident to the
performance of its obligations under this Agreement, the
CP Notes and the Paying Agency Agreement, including,
without limitation, reasonable fees and expenses of your
counsel.
(e) The Company will notify you promptly in
writing of any downgrading, or of its receipt of any
notice of any intended or potential downgrading or of
any review for a possible change that does not indicate
the direction of the possible change, in the rating
accorded any of the Issuer's securities by any of the
Rating Agencies.
(f) The Company agrees promptly from time to
time to take such action as you may reasonably request
to qualify the CP Notes for offer and sale under the
securities or Blue Sky laws of such jurisdictions as you
may reasonably request and to maintain such
qualifications for as long as you shall reasonably
request. The Company also agrees to reimburse you for
any reasonable fees or costs (including reasonable out-
of-pocket fees and disbursements of counsel) incurred in
so qualifying the CP Notes.
(g) The Issuers will not sell, offer for sale
or solicit offers to buy or otherwise negotiate in
respect of any security (as defined in the Securities
Act) which could be integrated with the sale of the CP
Notes in a manner which would require the registration
under the Securities Act of the offer and sale of such
CP Notes.
(h) The Issuers will not solicit any offer to
buy or offer to sell CP Notes by means of any form of
general solicitation or general advertising, within the
meaning of Rule 502(c) under the Securities Act or
otherwise, including: (x) any advertisement, article,
notice or other communication published in any
newspaper, magazine or similar media or broadcast over
television or radio; and (y) any seminar or meeting
whose attendees have been invited by any general
solicitation or general advertising.
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(i) The Company will furnish to you such
additional information as you may reasonably request.
(j) At any time when the Company is not
subject to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company shall make
available, upon request, to any holder, beneficial owner
or prospective purchaser of any CP Notes the information
required to be delivered to such persons pursuant to
Rule 144A(d)(4) under the Securities Act and will
furnish to you, upon request, copies of such
information.
SECTION 5. INDEMNITY AND CONTRIBUTION. The
Company agrees to (i) indemnify and hold harmless you
and each person, if any, who controls you within the
meaning of either Section 15 of the Securities Act or
Section 20 of the Securities Exchange Act of 1934, as
amended (you and each such other person are collectively
referred to herein as "you"), from and against any and
all losses, claims, damages and liabilities caused by
any untrue statement or alleged untrue statement of a
material fact contained in the Private Placement
Memorandum (as amended or supplemented if the Company
shall have furnished any amendments or supplements
thereto), or caused by any omission or alleged omission
to state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading, and (ii) reimburse you for all reasonable
out-of-pocket expenses (including reasonable counsel
fees) as they are incurred by you in connection with
investigating or defending any such loss, claim, damage
or liability. The foregoing indemnity and reimbursement
obligation shall not apply in respect of any statement
in or omission from the Private Placement Memorandum (as
so amended or supplemented) based on information
pertaining to you furnished to the Company by you, or on
your behalf. The Company shall not, without your prior
written consent, effect any settlement of any pending or
threatened proceeding in respect of which you are or
could have been a party and indemnity could have been
sought hereunder by you, unless such settlement includes
an unconditional release of you from all liability on
claims that are the subject matter of such proceeding
and for which indemnity could have been sought
hereunder. If the indemnification provided for in this
Section 5 is unavailable or insufficient in respect of
any losses, claims, damages or liabilities referred to
herein, then you, on the one hand, and the Company, on
the other hand, shall contribute to the amount paid or
payable by you as a result of such losses, claims,
damages or liabilities in such proportion as is
appropriate to reflect the relative benefits received by
you, on the one hand, and the Company, on the other
hand, or, if such allocation is not permitted by
applicable law, to reflect not only the relative
benefits referred to above but also the relative fault
of each of the parties and any other relevant equitable
considerations.
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SECTION 6. PAYMENT AND DELIVERY. (a) Payment
for CP Notes sold to or through you pursuant to this
Agreement shall be made by you in immediately available
funds payable to the Paying Agent for the account of the
Company in such manner and at such time as provided in
the Paying Agency Agreement, at the offices of the
Paying Agent. Delivery of CP Notes sold to or through
you hereunder shall be made against payment of the
purchase price therefor by the Paying Agent to you
through the facilities of The Depository Trust Company
or in definitive form payable to the bearer (and in such
denominations as may reasonably be requested by you) by
2:15 p.m. New York time on the date agreed upon for
delivery.
(b) In the event the Company shall direct the
Paying Agent to cease issuing CP Notes, the Paying Agent
shall be instructed by the Company to issue such CP
Notes as you shall certify were sold within sixty (60)
minutes after your receipt of written notice of such
cessation and for which you had the prior agreement of
the Company pursuant to Section 1 of this Agreement.
You agree upon receipt of any such cessation notice to
immediately cease effecting transactions in CP Notes;
provided, however, that this provision shall have no
effect with respect to CP Notes purchased by you as
principal from the Company.
SECTION 7. CONDITIONS OF YOUR OBLIGATION.
Your obligation to solicit offers to purchase CP Notes
as agent of the Issuers, your obligation to purchase CP
Notes as principal and the obligation of any other
purchaser to purchase CP Notes will be subject to the
accuracy of the representations and warranties on the
part of the Company herein and to the performance and
observance by the Company of all agreements herein
contained on its part to be performed and observed (in
the case of your obligation to solicit offers to
purchase CP Notes, at the time of such solicitation,
and, in the case of your or any other purchaser's
obligation to purchase CP Notes, at the time the Company
accepts the offer to purchase such CP Notes and at the
time of purchase) and (in each case) to the following
additional conditions precedent when and as specified:
(a) Prior to such solicitation or purchase:
(i) there shall not have occurred any
change, or any development involving a
prospectivechange, in the condition,
financial or otherwise, or in the earnings,
business or operations of the Company and
its subsidiaries from that set forth in the
Private Placement Memorandum, as amended
or supplemented, that, in your reasonable
judgment, is material and adverse to the
Company and its subsidiaries, taken as a
whole, and that makes it, in your
reasonable judgment, impracticable to
market the CP Notes; and
9
(ii) there shall not have occurred any
downgrading, nor shall any notice have
been given of any intended or potential
downgrading or of any review for a
possible change that does not indicate
the direction of the possible change, in
the rating accorded any of the Issuer's
securities by any of the Rating Agencies;
except, in each case described in paragraph (a)(i) or
(ii) above, as disclosed to you in writing by the Company
prior to such solicitation or, in the case of a purchase
of CP Notes, as disclosed to you before the offer to
purchase such CP Notes was made.
(b) The following documents shall have been
provided to you at or promptly following the execution
of this Agreement:
(i) an executed copy of the Paying Agency
Agreement;
(ii) a certified copy of resolutions of
the Board of Directors of each Issuer
authorizing (a) the issuance of the CP
Notes and (b) the execution and delivery
of this Agreement (in the case of the
Company only) and the Paying Agency
Agreement;
(iii) opinions of counsel to the Company
substantially in the forms of Xxxxxxxx X-
0 and A-2 hereto; and
(iv) all other documents reasonably
requested by you.
SECTION 8. NOTICES. All communications
hereunder will be in writing and effective only on
receipt, and, if sent to you, will be mailed, delivered
or telecopied and confirmed to BA Securities, Inc. at
000 Xxxxxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxx Xxxxxxxxx,
Xxxxxxxxxx 00000, Attention: Xxxx Xxxxx (telecopy
number: 415-622-3429), or, if sent to the Company,
will be mailed, delivered, or telecopied and confirmed
to the Company at 0000 Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx
Xxxxx, Xxxxxx 00000, Attention: Chief Financial Officer
(telecopy number: (000) 000-0000), or to either of the
foregoing parties, or their successors, at such other
address as such party or successor may designate from
time to time by notice duly given in accordance with the
terms of this Section 8 to the other party hereto.
SECTION 9. AMENDMENTS; SUCCESSORS. (a)
This Agreement may be amended or supplemented if, but
only if, such amendment or supplement is in writing and
is signed by the Company and you. This Agreement is not
assignable by either party hereto without the written
consent of the other party.
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(b) This Agreement will inure to the
benefit of and be binding upon the parties hereto and
their respective successors and the controlling persons
referred to in Section 5 and the purchasers of CP
Notes (to the extent expressly provided in Section 7),
and no other person will have any right or obligation
hereunder.
(c) The Company will give you notice of
any proposed cancellation, amendment, supplement, waiver
or consent to or under the Paying Agency Agreement at
least seven (7) days prior to the effective date
thereof.
SECTION 10. TERMINATION. This Agreement
may be terminated at any time by either party hereto
upon the giving of written notice of such termination to
the other party hereto, but without prejudice to any
rights, obligations or liabilities of either party
hereto accrued or incurred prior to such termination.
If this Agreement is terminated, the provisions of
Sections 3, 4(d), 4(f), 4(g) and 5 shall survive and
continue in full force and effect.
SECTION 11. GOVERNING LAW. This Agreement
shall be governed by and construed in accordance with
the internal laws of the State of New York.
SECTION 12. COUNTERPARTS. This Agreement may
be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same
instrument.
SECTION 13. HEADINGS. The headings of the
sections of this Agreement have been inserted for
convenience of reference only and shall not be deemed a
part of this Agreement.
If the foregoing is in accordance with your
understanding of our agreement, please sign and return
to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding
agreement between the Company and you.
Very truly yours,
MIRAGE RESORTS,
INCORPORATED
By:/s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx
Chief Financial Officer
The foregoing Agreement is hereby confirmed and accepted
as of the date first above written.
BA SECURITIES, INC.
By:/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
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