EXHIBIT 10.2
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REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into
as of the 31st day of October 2001 by and between AMLI Residential
Properties Trust, a Maryland real estate investment trust (the "Company"),
and The Equitable Life Assurance Society of the United States (the
"Investor").
WHEREAS, pursuant to that certain Stock Purchase Agreement dated as
of October 31, 2001 (the "Purchase Agreement") among the Company and the
Investor, the Investor has agreed to purchase 800,000 Series D Cumulative
Convertible Redeemable Preferred Shares of Beneficial Interest, par value
$0.01 per share, of the Company (the "Preferred Shares"), all of which
Preferred Shares may be converted into the Company's common shares of
beneficial interest, par value $0.01 per share (the "Common Shares"),
pursuant to the terms of such Preferred Shares; and
WHEREAS, in connection with the Purchase Agreement, the Company has
agreed to register for sale by the Investor and certain transferees, the
Common Shares issued or issuable upon conversion of the Preferred Shares
(collectively, "Conversion Shares" or the "Registrable Shares"); and
WHEREAS, the parties hereto desire to enter into this Agreement to
evidence the foregoing agreement of the Company and the mutual covenants of
the parties relating thereto.
NOW, THEREFORE, in consideration of the foregoing and the covenants,
agreements and warranties herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
SECTION 1. CERTAIN DEFINITIONS. In this Agreement, the following
terms shall have the following respective meanings:
"Accredited Investor" shall have the meaning set forth in Rule
501 under the Securities Act.
"Affiliate" shall mean, when used with respect to any Person,
another Person which directly, or indirectly through one or more
intermediaries, controls or is controlled by or is under common control
with the Person specified.
"Commission" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission thereunder, all
as the same are in effect at the relevant time.
"Holders" shall mean (a) the Investor and (b) each Person
holding Registrable Shares as a result of a transfer or assignment to that
Person of Registrable Shares other than pursuant to an effective
registration statement or Rule 144.
"Indemnified Party" shall have the meaning ascribed to it in
Section 5(c) of this Agreement.
"Indemnifying Party" shall have the meaning ascribed to it in
Section 5(c) of this Agreement.
"Other Securities" shall have the meaning ascribed to it in
Section 3(a) of this Agreement.
"Person" shall mean an individual, corporation, partnership,
limited liability company, estate, trust, association, private foundation,
joint stock company or other entity.
"Preferred Shares" shall have the meaning ascribed to it in the
recitals to this Agreement.
"Register," "Registered" and "Registration" refer to a
registration described in Section 2 hereof effected by preparing and filing
a registration statement in compliance with the Securities Act providing
for the sale by the Holders of Registrable Shares in accordance with the
method or methods of distribution designated by the Holders, and the
declaration or ordering of the effectiveness of such registration statement
by the Commission.
"Registrable Shares" shall have the meaning ascribed to it in
the recitals to this Agreement.
"Registration Expenses" shall mean all out-of-pocket expenses
(excluding Selling Expenses) incurred by the Company in complying with
Section 2 or Section 3, including, without limitation, the following: (a)
all registration, filing and listing fees; (b) fees and expenses of
compliance with federal and state securities or real estate syndication
laws (including, without limitation, reasonable fees and disbursements of
counsel in connection with state securities and real estate syndication
qualifications of the Registrable Shares under the laws of such
jurisdictions as the Holders may reasonably designate); (c) printing
(including, without limitation, expenses of printing or engraving
certificates for the Registrable Shares in a form eligible for deposit with
The Depository Trust Company and otherwise meeting the requirements of any
securities exchange on which they are listed and of printing registration
statements and prospectuses), messenger, telephone, shipping and delivery
expenses; (d) fees and disbursements of counsel for the Company; (e) fees
and disbursements of all independent public accountants of the Company
(including, without limitation, the expenses of any annual or special audit
and "cold comfort" letters required by the managing underwriter); (f) fees
and expenses incurred in connection with the listing of the Registrable
Shares on each securities exchange on which securities of the same class
are then listed; and (g) fees and expenses associated with any filing with
the National Association of Securities Dealers, Inc. required to be made in
connection with the registration statement.
"Registration Request" shall have the meaning ascribed to it in
Section 2(a) of this Agreement.
"Rule 144" shall mean Rule 144 under the Securities Act.
"Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the Commission thereunder, all as
the same are in effect at the relevant time.
"Selling Expenses" shall mean all underwriting discounts,
selling commissions and share transfer taxes applicable to any sale of
Registrable Shares and, if neither the Company nor any Person not a Holder
shall include securities within the subject Registration, shall include
travel and other expenses of members of the management of the Company and
its affiliates in connection with the matters described in Section 7 (and
if the Company or any such Person shall so include securities, Selling
Expenses shall include a pro rata portion of such travel and other
expenses).
SECTION 2. SHELF REGISTRATION.
(a) The Company shall prepare and file with the Commission a
resale shelf registration statement for the purpose of effecting a
Registration of the sale of Registrable Shares by the Holders thereof and
shall use its best efforts to have such registration statement declared
effective by the Commission as soon as practicable but not later than
ninety (90) days after the date of the Closing (as defined in the Purchase
Agreement), (including, without limitation, the execution of an undertaking
to file post-effective amendments and appropriate qualification under
applicable state securities and real estate syndication laws); and shall
keep such Registration continuously effective until the date on which all
Registrable Shares have been sold pursuant to such registration statement
or Rule 144; PROVIDED, HOWEVER, that the Company may terminate such
Registration if all Registrable Shares may be sold pursuant to Rule 144 and
if the Commission institutes a fee to keep such Registration effective;
provided FURTHER, however, that the Company shall not be obligated to take
any action to effect any such Registration, qualification or compliance
pursuant to this Section 2 in any particular jurisdiction in which the
Company would be required to execute a general consent to service of
process in effecting such Registration, qualification or compliance unless
the Company is already subject to service in such jurisdiction.
Notwithstanding the foregoing, the Company shall have the right
(the "Suspension Right") to defer such filing (or suspend sales under any
filed registration statement or defer the updating of any filed
registration statement and suspend sales thereunder) for a single period
during any consecutive twelve (12) month period, such period being the
shorter of (i) the period during which it would be detrimental to the
Company and its shareholders to file such registration statement or
amendment thereto at such time (or to continue sales under a filed
registration statement) and (ii) ninety (90) days, if the Company furnishes
to the Holders a certificate signed by the President or any other executive
officer or any trustee of the Company stating that, in the good faith
judgment of the Company, it would be detrimental to the Company and its
shareholders to file such registration statement or amendment thereto at
such time (or to continue sales under a filed registration statement) and
therefore the Company has elected to defer the filing of such registration
statement (or to suspend sales under a filed registration statement).
(b) The Company shall promptly notify the Holders of the
occurrence of the following events:
(i) when any registration statement relating to the Registrable
Shares or post-effective amendment thereto filed with the Commission has
become effective;
(ii) the issuance by the Commission of any stop order suspending the
effectiveness of any registration statement relating to the Registrable
Shares;
(iii) the suspension of an effective registration statement by the
Company in accordance with the last paragraph of Section 2(a);
(iv) the Company's receipt of any notification of the suspension of
the qualification of any Registrable Shares covered by a registration
statement for sale in any jurisdiction; and
(v) the existence of any event, fact or circumstance which results
in a registration statement or prospectus relating to Registrable Shares or
any document incorporated therein by reference containing an untrue
statement of a material fact or omitting to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading during the distribution of securities.
The Company agrees to use its reasonable best efforts to obtain the
withdrawal of any order suspending the effectiveness of any such
registration statement or any state qualification as promptly as possible.
(c) The Company shall provide to the Holders, at no cost to
the Holders, a copy of the registration statement and any amendment thereto
used to effect the Registration of the Registrable Shares, each prospectus
contained in such registration statement or post-effective amendment and
any amendment or supplement thereto and such other documents as the
requesting Holders may reasonably request in order to facilitate the
disposition of the Registrable Shares covered by such registration
statement. The Company consents to the use of each such prospectus and any
supplement thereto by the Holders in connection with the offering and sale
of the Registrable Shares covered by such registration statement or any
amendment thereto. The Company shall also file a sufficient number of
copies of the prospectus and any post-effective amendment or supplement
thereto with the New York Stock Exchange (or, if the Common Shares are no
longer listed thereon, with such other securities exchange or market on
which the Common Shares are then listed) so as to enable the Holders to
have the benefits of the prospectus delivery provisions of Rule 153 under
the Securities Act.
(d) The Company agrees to use its best efforts to cause the
Registrable Shares covered by a registration statement to be registered
with or approved by such state securities authorities as may be necessary
to enable the Holders to consummate the disposition of such shares pursuant
to the plan of distribution set forth in the registration statement.
(e) Subject to the Company's Suspension Right, if any event,
fact or circumstance exists requiring an amendment to a registration
statement relating to the Registrable Shares or supplement to a prospectus
relating to the Registrable Shares, immediately upon becoming aware thereof
the Company agrees to notify the Holders and prepare and furnish to the
Holders a post-effective amendment to the registration statement or
supplement to the prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Shares, the prospectus will
not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading.
(f) The Company agrees to use its reasonable best efforts
(including the payment of any listing fees) to obtain the listing of all
Registrable Shares covered by the registration statement on each securities
exchange on which securities of the same class are then listed.
(g) The Company agrees to use its best efforts to comply with
the Securities Act and the Exchange Act and, as soon as reasonably
practicable following the end of any fiscal year during which a
registration statement effecting a Registration of the Registrable Shares
was effective, to make available to its security holders an earnings
statement satisfying the provisions of Section 11(a) of the Securities Act.
(h) The Company agrees to cooperate with the selling Holders
to facilitate the timely preparation and delivery of certificates
representing Registrable Shares to be sold pursuant to a Registration and
not bearing any Securities Act legend; and enable certificates for such
Registrable Shares to be issued for such numbers of shares and registered
in such names as the Holders may reasonably request at least two (2)
business days prior to any sale of Registrable Shares; PROVIDED, HOWEVER,
that such certificates shall be issued no later than ten (10) business days
following the receipt of such request.
SECTION 3. PIGGYBACK REGISTRATION.
(a) In the event that the Company proposes to file a
registration statement permitting the sale of any class of equity
securities ("Other Securities") under the Securities Act, in a manner that
would permit registration of Registrable Shares for sale for cash to the
public under the Securities Act, it shall give prompt written notice to
each Holder of its intention to do so and of the rights of such Holder
under this Section 3 PROVIDED, HOWEVER, that the Company shall be obligated
to provide such notice and the rights described in this Section 3 only if,
at the time of filing the registration statement referred to in this
sentence, there is not a current effective Registration. Subject to the
terms and conditions hereof, such notice shall offer each such Holder the
opportunity to include in such registration statement such number of
Registrable Shares as such Holder may request. Upon the written request of
any such Holder made within fifteen (15) days after the receipt of the
Company's notice (which request shall specify the number of Registrable
Shares intended to be disposed of and the intended method of disposition
thereof), the Company shall use its reasonable best efforts to effect, in
connection with the registration of the Other Securities, the registration
under the Securities Act of all Registrable Shares which the Company has
been so requested to register, to the extent required to permit the
disposition (in accordance with such intended methods thereof) of the
Registrable Shares so requested to be registered.
(b) If, at any time after giving a written notice of its
intention to register any Other Securities and prior to the effective date
of the registration statement filed in connection with such registration,
the Company shall determine for any reason not to register the Other
Securities, the Company may, at its election, give written notice of such
determination to such Holders and thereupon the Company shall be relieved
of its obligation to register such Registrable Shares in connection with
the registration of such Other Securities.
(c) If the registration referred to in the first sentence of
Section 3(a) is to be an underwritten registration on behalf of the
Company, and a nationally recognized investment banking firm selected by
the Company advises the Company in writing that, in such firm's good faith
view, the inclusion of all or a part of such Registrable Shares in such
registration would be likely to have an adverse effect upon the price,
timing or distribution of the offering and sale of the Other Securities
then contemplated, the Company shall include in such registration: (i)
first, all Other Securities the Company proposes to sell ("Company
Securities"), and (ii) second, up to the full number of Registrable Shares
(including the Holders) held by Holders of Registrable Shares and by
holders of other Registrable Shares of the Company which have been granted
piggyback registration rights that are requested to be included in such
registration in excess of the number of Company Securities to be sold in
such offering which, in the good faith view of such investment banking
firm, can be so sold without so adversely affecting such offering in the
manner described above; PROVIDED that if such number is less than the full
number of such Registrable Shares, such number shall be allocated pro rata
among such holders (including the Holders) on the basis of the relative
number of Registrable Shares (including Registrable Shares) then held by
each such holder (with any number in excess of a holder's request being
reallocated among the requesting holders in a like manner); and PROVIDED
FURTHER that if such investment banking firm advises the Company in writing
that less than all of such Registrable Shares should be included in such
offering, such Holders may withdraw their request for registration of their
Registrable Shares under Section 3(a) \1.
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1/ It being understood that the rights in this Section 3 are subject to
prior piggyback registration rights of certain holders to the extent
provided in Section 1.2(b) of the registration rights agreements listed as
numbers 2, 4, and 5 in Section 4.15(c) of the Purchase Agreement.
(d) The Company shall not be required to effect any
registration of Registrable Shares under this Section 3 incidental to the
registration of any of its securities in connection with mergers,
acquisitions, exchange offers, dividend reinvestment plans or stock option
or other executive or employee benefit or compensation plans.
SECTION 4. EXPENSES OF REGISTRATION. The Company shall pay all
Registration Expenses incurred in connection with the Registration,
qualification or compliance pursuant to Section 2 and Section 3. All
Selling Expenses incurred in connection with the sale of Registrable Shares
by any of the Holders shall be borne by the Holder selling such Registrable
Shares. Each Holder shall pay the expenses of its own counsel.
SECTION 5. INDEMNIFICATION.
(a) The Company shall indemnify each Holder, each Holder's
officers and directors, and each person controlling such Holder within the
meaning of Section 15 of the Securities Act, against all expenses, claims,
losses, damages and liabilities (including reasonable legal expenses),
arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any registration statement or
prospectus relating to the Registrable Shares, or any amendment or
supplement thereto, or based on 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; provided, however, that the Company
shall not be liable in any such case to the extent that any such claim,
loss, damage or liability arises out of or is based on any untrue statement
or omission or alleged untrue statement or omission made in reliance upon
and in conformity with information furnished in writing to the Company by
such Holder for inclusion therein.
(b) Each Holder shall indemnify the Company, each of its
trustees and each of its officers who sign the registration statement, each
underwriter, if any, of the Company's securities covered by such
registration statement, and each person who controls the Company or such
underwriter within the meaning of Section 15 of the Securities Act, each
other Holder with Registrable Shares covered by such registration
statement, and each officer, director and controlling person of each such
other Holder, against all expenses, claims, losses, damages and liabilities
(including reasonable legal fees and expenses) arising out of or based on
any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement or prospectus, or any
amendment or supplement thereto, or based on 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, in each case to
the extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such
registration statement or prospectus in reliance upon and in conformity
with information furnished in writing to the Company or such underwriter by
such Holder for inclusion therein.
(c) Each party entitled to indemnification under this
Section 5 (the "Indemnified Party") shall give notice to the party required
to provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity
may be sought, but the omission to so notify the Indemnifying Party shall
not relieve it from any liability which it may have to the Indemnified
Party pursuant to the provisions of this Section 5 except to the extent of
the actual damages suffered by such delay in notification. The
Indemnifying Party shall assume the defense of such action, including the
employment of counsel to be chosen by the Indemnifying Party to be
reasonably satisfactory to the Indemnified Party, and payment of expenses.
The Indemnified Party shall have the right to employ its own counsel in any
such case, but the legal fees and expenses of such counsel shall be at the
expense of the Indemnified Party, unless the employment of such counsel was
authorized in writing by the Indemnifying Party in connection with the
defense of such action, or the Indemnifying Party did not employ counsel to
take charge of the defense of such action or the Indemnified Party
reasonably concluded that there may be defenses available to it or them
which are different from or additional to those available to the
Indemnifying Party (in which case the Indemnifying Party shall not have the
right to direct the defense of such action on behalf of the Indemnified
Party), in any of which events such fees and expenses shall be borne by the
Indemnifying Party. No Indemnifying Party, in the defense of any such
claim or litigation, shall, except with the consent of each Indemnified
Party, consent to the entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all
liability in respect of such claim or litigation.
(d) If the indemnification provided for in this Section 5 is
unavailable to a party which would have been an Indemnified Party under
this Section 5 in respect of any expenses, claims, losses, damages and
liabilities referred to herein, then each party which would have been an
Indemnifying Party hereunder shall, in lieu of indemnifying such
Indemnified Party, contribute to the amount paid or payable by such
Indemnified Party as a result of such expenses, claims, losses, damages and
liabilities in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party on the one hand and such Indemnified Party
on the other in connection with the statement or omission which resulted in
such expenses, claims, losses, damages and liabilities, as well as any
other relevant equitable considerations. The relative fault shall be
determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Indemnifying Party or such Indemnified Party and the parties' relative
intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and each holder of
Registrable Shares agrees that it would not be just and equitable if
contribution pursuant to this Section were determined by pro rata
allocation or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Section 5(d).
(e) No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(f) In no event shall any Holder be liable for any expenses,
claims, losses, damages or liabilities pursuant to this Section 5 in excess
of the net proceeds to such Holder of any Registrable Shares sold by such
Holder.
SECTION 6. INFORMATION TO BE FURNISHED BY HOLDERS. Each Holder shall
furnish to the Company such information as the Company may reasonably
request and as is required in connection with the Registration and related
proceedings referred to in Section 2 and Section 3. If any Holder fails to
provide the Company with such information within three weeks of the
Company's request, the Company's obligations under Section 2 and Section 3
with respect to such Holder or the Registrable Shares owned by such Holder
shall be suspended until such Holder provides such information.
SECTION 7. UNDERTAKING TO PARTICIPATE IN UNDERWRITING. If the
Holders of at least $10 million of the Registrable Shares propose to sell
Registrable Shares in an underwritten public offering, the Company shall
make available members of the management of the Company and its affiliates
for reasonable assistance in selling efforts relating to such offering, to
the extent customary for a public offering (including, without limitation,
to the extent customary, senior management attendance at due diligence
meetings with underwriters and their counsel and road shows) and shall
enter into underwriting agreements containing usual and customary terms and
conditions reasonably acceptable to the Company for such types of
offerings.
SECTION 8. RULE 144 SALES.
(a) The Company covenants that it shall file the reports
required to be filed by the Company under the Exchange Act, so as to enable
any Holder to sell Registrable Shares pursuant to Rule 144.
(b) In connection with any sale, transfer or other
disposition by any Holder of any Registrable Shares pursuant to Rule 144,
the Company shall cooperate with such Holder to facilitate the timely
preparation and delivery of certificates representing Registrable Shares to
be sold and not bearing any Securities Act legend, and enable certificates
for such Registrable Shares to be issued for such number of shares and
registered in such names as the selling Holder may reasonably request at
least two (2) business days prior to any sale of Registrable Shares;
PROVIDED, HOWEVER that such certificates shall be issued no later than ten
(10) business days following the receipt of such request.
SECTION 9. MISCELLANEOUS.
(a) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Maryland, without
giving effect to the conflict of law provisions thereof.
(b) ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof.
(c) AMENDMENT. No amendment, supplement, modification,
waiver or termination of this Agreement shall be binding unless executed in
writing by the party sought to be bound thereby.
(d) NOTICES, ETC. Unless otherwise provided herein, any
notice required or permitted under this Agreement shall be given in
writing, and shall be deemed effectively given (a) upon personal delivery
to the party to be notified, (b) on the fifth business day after deposit
with the United States Post Office, by registered or certified mail,
postage prepaid, (c) on the next business day after dispatch via nationally
recognized overnight courier or (d) upon confirmation of transmission by
facsimile, all addressed to the party to be notified. Notices shall be
addressed as follows: (i) if to the Investor, at the Investor's address or
fax number set forth below its signature hereto, or at such other address
or fax number as the Investor furnished to the Company in writing, or (ii)
if to any assignee or transferee of an Investor, at such address or fax
number as such assignee or transferee furnished to the Company in writing,
or (iii) if to the Company, at the address of its principal executive
offices and addressed to the attention of the President, or at such other
address or fax number as the Company furnished to the Investor or any
assignee or transferee. Any notice or other communication required to be
given hereunder to a Holder in connection with a registration may instead
be given to the designated representative of such Holder.
(e) COUNTERPARTS. This Agreement 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.
(f) SEVERABILITY. If one or more provisions of this
Agreement are held to be unenforceable under applicable law, such provision
shall be excluded from this Agreement and the balance of this Agreement
shall be interpreted as if such provision were so excluded and shall be
enforceable in accordance with its terms.
(g) TITLES AND SUBTITLES. The titles and subtitles used in
this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.
(h) SUCCESSORS AND ASSIGNS. Except as otherwise provided
herein, the terms and conditions of this Agreement shall inure to the
benefit of and be binding on the respective successors and assigns of the
parties hereto.
(i) REMEDIES. The Company and the Investor acknowledge that
there would be no adequate remedy at law if any party fails to perform any
of its obligations hereunder, and accordingly agree that the Company and
each Holder, in addition to any other remedy to which it may be entitled at
law or in equity, shall be entitled to compel specific performance of the
obligations of another party under this Agreement in accordance with the
terms and conditions of this Agreement in any court of the United States or
any State thereof having jurisdiction.
(j) ATTORNEYS' FEES. If the Company or any Holder brings an
action to enforce its rights under this Agreement, the prevailing party in
the action shall be entitled to recover its costs and expenses, including,
without limitation, reasonable attorneys' fees, incurred in connection with
such action, including any appeal of such action.
* * * * *
IN WITNESS WHEREOF, the parties hereto have executed this
Registration Rights Agreement as of the date first above written.
AMLI RESIDENTIAL PROPERTIES TRUST
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: President
THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Vice President
Address: 0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx X. Xxxxx
Fax: (000) 000-0000
with a copies to:
Lend Lease Xxxxx Real Estate Securities, LLC
Address: X.X. Xxx 0000
Xxxxxxx, Xxxxxxxxxx 00000-0000
Attn: Private Transactions Officer
Xxxxxxx Procter LLP
Address: Exchange Place
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxx X. Xxxxxx, P.C.
Fax: (000) 000-0000
