EXHIBIT 3.03
REGISTRATION RIGHTS AGREEMENT
BY AND AMONG
PHP HEALTHCARE CORPORATION
AND
CERTAIN STOCKHOLDERS OF
PHP HEALTHCARE CORPORATION
Dated as of February 24, 1997
TABLE OF CONTENTS
Page
1. Certain Definitions. 1
2. Registration Rights. 2
2.1. Demand Registrations. 2
2.2. Piggyback Registrations. 5
2.3. Allocation of Securities Included in
Registration Statement. 6
2.4. Registration Procedures. 7
2.5. Registration Expenses. 13
2.6. Certain Limitations on Registration
Rights. 13
2.7. Limitations on Sale or Distribution of
Other Securities. 13
2.8. No Required Sale. 14
2.9. Indemnification. 14
3. Underwritten Offerings. 18
3.1. Requested Underwritten Offerings. 18
3.2. Piggyback Underwritten Offerings. 18
4. General. 19
4.1. Recapitalizations, Exchanges, etc.,
Affecting Eligible Shares. 19
4.2. Rule 144. 19
4.3. Nominees for Beneficial Owners. 20
4.4. Amendments and Waivers. 19
4.5. Notices. 20
4.6. Miscellaneous. 21
4.7. No Inconsistent Agreements. 23
4.8. Termination. 23
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement"), dated
as of February 24, 1997, by and between PHP Healthcare
Corporation, a Delaware corporation (the "Company"), and Xxxxxxx
X. Xxxxxxx, Xxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx, Trustee Under
Trust Indenture dated October 1, 1985, FBO Xxxxxxxx X. Xxxxxxx,
Xxxxxxx X. Xxxxxxx, Grantor, Xxxxx X. Xxxxxxx, Trustee Under
Trust Indenture dated October 1, 1985, FBO Xxx X. Xxxxxxx,
Xxxxxxx X. Xxxxxxx, Grantor and Xxxxxxx X. Xxxxxxx (collectively,
the "Stockholders").
WHEREAS, the Company and Xxxxxxx X. Xxxxxxx have entered
into an employment agreement, dated as of the date hereof (the
"Employment Agreement"); and
WHEREAS, in connection with the Employment Agreement, the
Company has agreed to grant certain rights with respect to
registering under the Securities Act of 1933, as amended, the
Common Stock and Common Stock equivalents of the Company held by
the Stockholders.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein, the parties hereto, intending
to be legally bound hereby, agree as follows:
1. Certain Definitions. As used in this Agreement, the
following terms shall have the following meanings:
"Commission" means the Securities and Exchange Commission or
any other federal agency at the time administering the Securities
Act.
"Common Stock" means the Common Stock, par value $.01 per
share, of the Company, options or warrants to acquire shares of
such Common Stock or securities convertible into such shares of
Common Stock, and any equity securities issued or issuable with
respect to the Common Stock in connection with a
reclassification, recapitalization, merger, consolidation or
other reorganization.
"Eligible Shares" means all Common Stock owned by the
Stockholders as of the date hereof. Such shares of Common Stock
shall cease to be Eligible Shares when (i) a registration
statement with respect to the sale of such shares shall have
become effective under the Securities Act and such shares shall
have been disposed of in accordance with such registration
statement or (ii) such shares shall have been otherwise
transferred pursuant to an applicable exemption under the
Securities Act, new certificates for such shares not bearing a
legend restricting further transfer shall have been delivered by
the Company and such shares shall be freely transferable to the
public without registration under the Securities Act.
"Exchange Act" means the Securities Exchange Act of 1934,
and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect from time to time.
"Person" means any individual, corporation, limited
liability company, limited or general partnership, joint venture,
association, joint-stock company, trust, unincorporated
organization or government or any agency or political
subdivisions thereof.
"Rule 144" means Rule 144 promulgated under the Securities
Act or any successor rule thereto or any complementary rule
thereto.
"Securities Act" means the Securities Act of 1933, as
amended, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect from time to time.
2. Registration Rights.
2.1. Demand Registrations.
(a) (i) Subject to Section 3.03 of the Employment
Agreement and subject to Sections 2.1(b) and 2.3 below, at any
time from the date hereof through November 1, 1997, the
Stockholders shall have the right to require the Company to file
one shelf registration statement pursuant to Rule 415 of the
Securities Act covering 500,000 shares of their respective
Eligible Shares by delivering a written request therefor to the
Company specifying the number of Eligible Shares to be included
in such shelf registration statement and the intended method of
distribution thereof (other than an underwritten public
offering).
(ii) Subject to Section 3.03 of the Employment
Agreement and subject to Sections 2.1(b) and 2.3 below, at any
time and from time to time after November 1, 1997, the
Stockholders shall have the right to require the Company to file
two registration statements under the Securities Act covering all
or any part of their respective Eligible Shares by delivering a
written request therefor on or after October 1, 1997 to the
Company specifying the number of Eligible Securities to be
included in such registration and the intended method of
distribution thereof (including an underwritten offering). All
such requests by the Stockholders pursuant to Sections 2.1(a)(i)
or 2.1(a)(ii) are referred to herein as "Demand Registration
Requests," and the registrations so requested are referred to
herein as "Demand Registrations."
(iii) The Company shall, as expeditiously as
possible following, but in no case more than 30 days after, a
Demand Registration Request, use its best efforts to (x) effect
such registration under the Securities Act (including, without
limitation, by means of a shelf registration pursuant to Rule 415
under the Securities Act if so requested and if the Company is
then eligible to use such a registration) of Eligible Shares
which the Company has been so requested to register, for
distribution in accordance with such intended method of
distribution (including an underwritten offering), and (y) if
requested by the Stockholders, obtain acceleration of the
effective date of the registration statement relating to such
registration.
(b) The Demand Registration rights granted in Section
2.1(a) are subject to the following limitations:
(i) each registration in respect of a Demand
Registration Request must include at least 500,000 Eligible
Shares;
(ii) the Company shall not be required to cause a
registration pursuant to Section 2.1(a)(i) or 2.1(a)(ii) to be
declared effective within a period of 150 days after the
effective date of any other registration effected pursuant to
Section 2.1(a)(i) or 2.1(a)(ii); provided, however, that if a
registration statement does not include the number of Eligible
Shares requested by the Stockholders to be included in such
registration statement, it shall not be counted as a registration
statement initiated pursuant to Section 2.1(a)(i) or 2.1(a)(ii);
and
(iii) if the Board of Directors of the
Company, in its good faith judgment, determines that any
registration of Eligible Shares should not be made or continued
because it would materially interfere with any material
financing, acquisition, corporate reorganization or merger or
other material transaction involving the Company or any of its
subsidiaries (a "Valid Business Reason"), (x) the Company may
postpone filing a registration statement relating to a Demand
Registration Request until such Valid Business Reason no longer
exists, but in no event for more than three months, and (y) in
case a registration statement has been filed relating to a Demand
Registration Request, the Company may cause such registration
statement to be withdrawn and its effectiveness terminated or may
postpone amending or supplementing such registration statement
until such Valid Business Reason no longer exists, but in no
event for more than three months (such period of postponement or
withdrawal under sub clause (x) or (y) of this clause (iii), the
"Postponement Period"); and the Company shall give written notice
of its determination to postpone or withdraw a registration
statement and of the fact that the Valid Business Reason for such
postponement or withdrawal no longer exists, in each case,
promptly after the occurrence thereof; provided, however, the
Company shall not be permitted to postpone or withdraw a
registration statement within 12 months after the expiration of
any Postponement Period.
If the Company shall give any notice of postponement or
withdrawal of any registration statement, the Company shall not,
during the period of postponement or withdrawal, register any
Common Stock, other than pursuant to a registration statement on
Form S-4 or S-8 (or an equivalent registration form then in
effect). The Stockholders agree that, upon receipt of any notice
from the Company that the Company has determined to withdraw any
registration statement pursuant to clause (iii) above, the
Stockholders will discontinue any disposition of Eligible Shares
pursuant to such registration statement and, if so directed by
the Company, will deliver to the Company (at the Company's
expense) all copies, other than permanent file copies, then in
such Stockholder's possession of the prospectus covering such
Eligible Shares that was in effect at the time of receipt of such
notice. If the Company shall have withdrawn or prematurely
terminated a registration statement filed under Section 2.1(a)(i)
or 2.1(a)(ii) (whether pursuant to clause (iii) above or as a
result of any stop order, injunction or other order or
requirement of the Commission or any other governmental agency or
court), the Company shall not be considered to have effected an
effective registration for the purposes of this Agreement until
the Company shall have filed a new registration statement
covering Eligible Shares covered by the withdrawn registration
statement and such registration statement shall have been
declared effective and shall not have been withdrawn. If the
Company shall give any notice of withdrawal or postponement of a
registration statement, the Company shall, at such time as the
Valid Business Reason that caused such withdrawal or postponement
no longer exists (but in no event later than three months after
the date of the postponement or withdrawal), use its best efforts
to effect the registration under the Securities Act of Eligible
Shares covered by the withdrawn or postponed registration
statement in accordance with this Section 2.1 (unless the
Stockholders shall have withdrawn such request, in which case the
Company shall not be considered to have effected an effective
registration for the purposes of this Agreement), and such
registration shall not be withdrawn or postponed pursuant to
clause (iii) above.
(c) The Company, subject to Sections 2.3 and 2.6, may
elect to include in any registration statement and offering made
pursuant to Section 2.1(a)(i) or 2.1(a)(ii), authorized but
unissued shares of Common Stock or shares of Common Stock held by
the Company as treasury shares; provided, however, that such
inclusion shall be permitted only to the extent that it is
pursuant to and subject to the terms of the underwriting
agreement or arrangements, if any, entered into by the
Stockholders.
(d) With respect to any Demand Registration involving
an underwritten offering, the Stockholders holding a majority of
Eligible Shares being registered in such Demand Registration
shall have the right to designate one managing underwriter. The
Company shall have the right to designate any other managing
underwriters, including a lead managing underwriter (such Person,
the "Lead Underwriter"); provided, however, that the designation
of the Lead Underwriter shall be subject to the approval of the
Stockholders holding a majority of the shares to be registered in
the Demand Registration, which approval shall not be withheld
unreasonably.
2.2. Piggyback Registrations.
(a) Subject to Section 3.03 of the Employment
Agreement, if, at any time, the Company proposes or is required
to register any of its equity securities under the Securities Act
(other than pursuant to (i) registrations on such form or similar
form(s) solely for registration of securities in connection with
an employee benefit plan or dividend reinvestment plan or a
merger or consolidation or (ii) a Demand Registration under
Section 2.1) on a registration statement on Form S-1, Form S-2 or
Form S-3 (or an equivalent general registration form then in
effect), whether or not for its own account, the Company shall
give prompt written notice of its intention to do so to the
Stockholders. Upon the written request of the Stockholders, made
within 15 days following the receipt of any such written notice
(which request shall specify the maximum number of Eligible
Shares intended to be disposed of by the Stockholders and the
intended method of distribution thereof), the Company shall,
subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its best
efforts to cause all such Eligible Shares, the holders of which
have so requested the registration thereof, to be registered
under the Securities Act (with the securities which the Company
at the time proposes to register) to permit the sale or other
disposition by such holders (in accordance with the intended
method of distribution thereof) of Eligible Shares to be so
registered. There is no limitation on the number of such
piggyback registrations pursuant to the preceding sentence which
the Company is obligated to effect. No registration effected
under this Section 2.2(a) shall relieve the Company of its
obligations to effect Demand Registrations.
(b) If, at any time after giving written notice of its
intention to register any equity 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 or to delay registration of such equity
securities, the Company may, at its election, give written notice
of such determination to the Stockholders and (i) in the case of
a determination not to register, shall be relieved of its
obligation to register any Eligible Shares in connection with
such abandoned registration, without prejudice, however, to the
rights of Stockholders under Section 2.1, and (ii) in the case of
a determination to delay such registration of its equity
securities, shall be permitted to delay the registration of such
Eligible Shares requested by the Stockholders to be included
therein for the same period as the delay in registering such
other equity securities.
(c) The Stockholders shall have the right to withdraw
their request for inclusion of their Eligible Shares in any
registration statement pursuant to this Section 2.2 by giving
written notice to the Company of their request to withdraw;
provided, however, that (i) such request must be made in writing
prior to the earlier of the execution of the underwriting
agreement or the execution of the custody agreement with respect
to such registration and (ii) such withdrawal shall be
irrevocable and, after making such withdrawal, the Stockholder
shall no longer have any right to include Eligible Shares in the
registration as to which such withdrawal was made.
2.3. Allocation of Securities Included in Registration
Statement.
(a) If any Demand Registration involves an
underwritten offering, and the Lead Underwriter of such offering
shall advise the Company that, in its view, the number of
securities requested to be included in such registration by the
Stockholders or by the Company exceeds the largest number (the
"Section 2.1 Sale Number") that can be sold in an orderly manner
in such offering within a price range acceptable to the
participating Stockholders, the Company shall include in such
registration:
(i) first, all Eligible Shares requested to be
included in such registration by the Stockholders; provided,
however, that, if the number of such Eligible Shares exceeds the
Section 2.1 Sale Number, then the number of such Eligible Shares
included in such registration shall be allocated on a pro rata
basis among all Stockholders requesting that Eligible Shares be
included in such registration, based on the number of Eligible
Shares then owned by each Stockholder requesting inclusion in
relation to the number of Eligible Shares then owned by all
Stockholders requesting inclusion; and
(ii) second, to the extent that the number of
Eligible Shares to be included by all Stockholders is less than
the Section 2.1 Sale Number, securities that the Company proposes
to register.
If, as a result of the proration provisions of this Section
2.3(a), any Stockholder shall not be entitled to include all
Eligible Shares in a registration that such Stockholder has
requested be included, such Stockholder may elect to withdraw its
request to include Eligible Shares in such registration or may
reduce the number requested to be included; provided, however,
that (x) such request must be made in writing prior to the
earlier of the execution of the underwriting agreement with
respect to such registration, the execution of the custody
agreement with respect to such registration and 10 days after the
Company provides written notice to the Stockholder stating the
amount of Eligible Shares that such Stockholder shall be entitled
to include in a registration pursuant to this Section 2.3(a) and
(y) such withdrawal shall be irrevocable and, after making such
withdrawal, such Stockholder shall no longer have any right to
include Eligible Shares in the registration as to which such
withdrawal was made.
(b) If any registration pursuant to Section 2.2
involves an underwritten offering and the Lead Underwriter shall
advise the Company that, in its view, the number of securities
requested to be included in such registration exceeds the number
(the "Section 2.2 Sale Number") that can be sold in an orderly
manner in such registration within a price range acceptable to
the Company or the Stockholders owning a majority of Eligible
Shares requested to be registered in such registration, as the
case may be, the Company shall include in such registration:
(i) first, all Common Stock that the Company
proposes (the "Company Securities"); and
(ii) second, to the extent that the number of
Company Securities is less than the Section 2.2 Sale Number, the
remaining shares to be included in such registration shall be
allocated on a pro rata basis among (x) all Stockholders
requesting that Eligible Shares be included in such registration,
based on the number of Eligible Shares then owned by each
Stockholder requesting inclusion in relation to the number of
Eligible Shares then owned by all Stockholders requesting
inclusion, and (y) other persons exercising their right to
include Common Stock in such registration; provided, however, all
Stockholders shall be subject to any agreement between the
Company and any such other person as of a date prior to the date
hereof in respect of the allocation set forth in this Section
2.3(b)(ii).
2.4. Registration Procedures.
If and whenever the Company is required by the
provisions of this Agreement to use its best efforts to effect or
cause the registration of any Eligible Shares under the
Securities Act as provided in this Agreement, the Company shall,
as expeditiously as possible:
(a) prepare and file with the Commission a
registration statement on an appropriate registration form of the
Commission for the disposition of such Eligible Shares in
accordance with the intended method of disposition thereof, which
form (i) shall be selected by the Company and (ii) shall be
available for the sale of Eligible Shares by the selling holders
thereof and shall comply as to form in all material respects with
the requirements of the applicable form and include all financial
statements required by the Commission to be filed therewith, and
the Company shall use its best efforts to cause such registration
statement to become and remain effective for the time periods set
forth in subsection (b) of this Section 2.4 (provided, however,
that before filing a registration statement or prospectus or any
amendments or supplements thereto, or comparable statements under
securities or blue sky laws of any jurisdiction, the Company will
furnish to one counsel for the Stockholders participating in the
planned offering (selected by the Stockholders holding a majority
of Eligible Shares included in the registration) and the
underwriters, if any, copies of all such documents proposed to be
filed (including all exhibits thereto), which documents will be
subject to the reasonable review and reasonable comment of such
counsel, and the Company shall not file any registration
statement or amendment thereto or any prospectus or supplement
thereto to which the Stockholders covered by such registration
statement or the underwriters shall reasonably object in
writing);
(b) prepare and file with the Commission such
amendments and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary to
keep such registration statement effective for a period not to
exceed two years as any seller of Eligible Shares pursuant to
such registration statement shall request and to comply with the
provisions of the Securities Act with respect to the sale or
other disposition of all Eligible Shares covered by such
registration statement in accordance with the intended methods of
disposition by the seller or sellers thereof set forth in such
registration statement;
(c) furnish, without charge, to each seller of such
Eligible Shares and each underwriter, if any, of the securities
covered by such registration statement such number of copies of
such registration statement, each amendment and supplement
thereto (in each case including all exhibits), and the prospectus
included in such registration statement (including each
preliminary prospectus) in conformity with the requirements of
the Securities Act, and other documents, as such seller and
underwriter may reasonably request in order to facilitate the
public sale or other disposition of Eligible Shares owned by such
seller (the Company hereby consenting to the use in accordance
with applicable law of each such registration statement (or
amendment or post-effective amendment thereto) and each such
prospectus (or preliminary prospectus or supplement thereto) by
each such seller of Eligible Shares and the underwriters, if any,
in connection with the offering and sale of Eligible Shares
covered by such registration statement or prospectus);
(d) use its best efforts to register or qualify
Eligible Shares covered by such registration statement under such
other securities or "blue sky" laws of such jurisdictions as any
sellers of Eligible Shares or any managing underwriter shall
reasonably request, and do any and all other acts and things
which may be reasonably necessary or advisable to enable such
sellers or underwriter, if any, to consummate the disposition of
Eligible Shares in such jurisdictions, except that in no event
shall the Company be required to qualify to do business as a
foreign corporation in any jurisdiction where it would not, but
for the requirements of this paragraph (d), be required to be so
qualified, to subject itself to taxation in any such jurisdiction
or to consent to general service of process in any such
jurisdiction;
(e) promptly notify each seller of Eligible Shares
covered by such registration statement and each managing
underwriter, if any: (i) when the registration statement, any
pre-effective amendment, the prospectus or any prospectus
supplement related thereto or post-effective amendment to the
registration statement has been filed and, with respect to the
registration statement or any post-effective amendment, when the
same has become effective; (ii) of any request by the Commission
or state securities authority for amendments or supplements to
the registration statement or the prospectus related thereto or
for additional information; (iii) of the issuance by the
Commission of any stop order suspending the effectiveness of the
registration statement or the initiation of any proceedings for
that purpose; (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification
of any Eligible Shares for sale under the securities or blue sky
laws of any jurisdiction or the initiation of any proceeding for
such purpose; (v) of the existence of any fact of which the
Company becomes aware which results in the registration
statement, the prospectus related thereto 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 any statement therein
not misleading; and (vi) if at any time the representations and
warranties contemplated by Section 3 below cease to be true and
correct in all material respects; and, if the notification
relates to an event described in clause (v), the Company shall
promptly prepare and furnish to each such seller and each
underwriter, if any, a reasonable number of copies of a
prospectus supplemented or amended so that, as thereafter
delivered to the purchasers of such Eligible Shares, such
prospectus shall not include 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 in the light
of the circumstances under which they were made not misleading;
(f) comply with all applicable rules and regulations
of the Commission, and make generally available to its security
holders, as soon as reasonably practicable after the effective
date of the registration statement, an earnings statement (which
need not be audited) covering the period of at least twelve
consecutive months beginning with the first day of the Company's
first calendar quarter after the effective date of the
registration statement, which earnings statement shall satisfy
the provisions of Section 11(a) of the Securities Act and Rule
158 thereunder;
(g) (i) cause all such Eligible Shares covered by such
registration statement to be listed on the principal securities
exchange on which similar securities issued by the Company are
then listed (if any), if the listing of such Eligible Shares is
then permitted under the rules of such exchange, or (ii) if no
similar securities are then so listed, to either cause all such
Eligible Shares to be listed on a national securities exchange or
to secure designation of all such Eligible Shares as a National
Association of Securities Dealers, Inc. Automated Quotation
System ("NASDAQ") "national market system security" within the
meaning of Rule 11Aa2-1 of the Commission or, failing that,
secure NASDAQ authorization for such shares and, without limiting
the generality of the foregoing, take all actions that may be
required by the Company as the issuer of such Eligible Shares in
order to facilitate the managing underwriter's arranging for the
registration of at least two market makers as such with respect
to such shares with the National Association of Securities
Dealers, Inc. (the "NASD");
(h) provide and cause to be maintained a transfer
agent and registrar for all such Eligible Shares covered by such
registration statement not later than the effective date of such
registration statement;
(i) enter into such customary agreements (including,
if applicable, an underwriting agreement) and take such other
actions as the Stockholders holding a majority of Eligible Shares
to be registered in such offering shall reasonably request in
order to expedite or facilitate the disposition of such Eligible
Shares. The Stockholders that hold Eligible Shares which are to
be distributed by such underwriters shall be parties to such
underwriting agreement and may, at their option, require that the
Company make to and for the benefit of such Stockholders the
representations, warranties and covenants of the Company which
are being made to and for the benefit of such underwriters and
which are of the type customarily provided to institutional
investors in secondary offerings;
(j) obtain an opinion from the Company's counsel and a
"cold comfort" letter from the Company's independent public
accountants in customary form and covering such matters as are
customarily covered by such opinions and "cold comfort" letters,
which opinion and letter shall be reasonably satisfactory to the
underwriter, if any, and to the Stockholders participating in
such offering;
(k) deliver promptly to each Stockholders
participating in the offering and each underwriter, if any,
copies of all correspondence between the Commission and the
Company, its counsel or auditors and all memoranda relating to
discussions with the Commission or its staff with respect to the
registration statement, other than those portions of any such
memoranda which contain information subject to attorney-client
privilege with respect to the Company, and, upon receipt of such
confidentiality agreements as the Company may reasonably request,
make reasonably available for inspection by any seller of such
Eligible Shares covered by such registration statement, by any
underwriter, if any, participating in any disposition to be
effected pursuant to such registration statement and by any
attorney, accountant or other agent retained by any such seller
or any such underwriter, all pertinent financial and other
records, pertinent corporate documents and properties of the
Company, and cause all of the Company's officers, directors and
employees to supply all information reasonably requested by any
such seller, underwriter, attorney, accountant or agent in
connection with such registration statement;
(l) use its best efforts to obtain the withdrawal of
any order suspending the effectiveness of the registration
statement;
(m) provide a CUSIP number for all Eligible Shares,
not later than the effective date of the registration statement;
(n) make reasonably available its employees and
personnel and otherwise provide reasonable assistance to the
underwriters (taking into account the needs of the Company's
businesses and the requirements of the marketing process) in the
marketing of Eligible Shares in any underwritten offering;
(o) within a reasonable time prior to the filing of
any registration statement, any related prospectus, any amendment
to such a registration statement or amendment or supplement to
such a prospectus, provide copies of such document to the
Stockholders and their counsel and to the underwriter or
underwriters, if any; invite the Stockholders and their counsel
to attend drafting sessions with respect to such documents; make
such reasonable changes in any such document prior to or after
the filing thereof as the counsel to the Stockholders or the
underwriter may reasonably request, provided that such changes
shall not (x) unreasonably delay the filing of such document or
(y) unreasonably interfere with the good faith judgment of the
Company and its counsel with respect to disclosures made in such
documents about the Company; and make available for discussion of
such document such of the representatives of the Company as shall
be reasonably requested by the Stockholders or by any
underwriter;
(p) upon request, at least one day prior to the filing
of any document which is to be incorporated by reference into the
registration statement or the prospectus (after the initial
filing of such registration statement) provide copies of such
document to the Stockholders, and make the Company's
representatives reasonably available for discussion of such
document;
(q) furnish to each Stockholder participating in the
offering, without charge, at least one copy of the registration
statement and any post-effective amendments thereto, including
financial statements and schedules, all documents incorporated
therein by reference and all exhibits (including those
incorporated by reference), and furnish to each managing
underwriter, without charge, as many copies of such registration
statement and any post-effective amendments thereto, including
financial statements and schedules, all documents incorporated
therein by reference and all exhibits (including those
incorporated by reference) as reasonably requested by such
underwriter;
(r) cooperate with the selling holders of Eligible
Shares and the managing underwriter, if any, to facilitate the
timely preparation and delivery of certificates not bearing any
restrictive legends representing Eligible Shares to be sold, and
cause such Eligible Shares to be issued in such denominations and
registered in such names in accordance with the underwriting
agreement or, if not an underwritten offering, in accordance with
the instructions of the selling holders of Eligible Shares at
least three business days prior to any sale of Eligible Shares;
and
(s) take all such other commercially reasonable
actions the Company deems necessary or advisable in order to
expedite or facilitate the disposition of such Eligible Shares.
The Company may require as a condition precedent to the
Company's obligations under this Section 2.4 that each seller of
Eligible Shares as to which any registration is being effected
furnish the Company such information regarding such seller and
the distribution of such securities as the Company may from time
to time reasonably request provided that such information shall
be used only in connection with such registration.
Each Stockholder agrees that upon receipt of any notice from
the Company of the happening of any event of the kind described
in clause (v) of paragraph (e) of this Section 2.4, such
Stockholder will discontinue its disposition of Eligible Shares
pursuant to the registration statement covering such Eligible
Shares until such Stockholder's receipt of the copies of the
supplemented or amended prospectus contemplated by paragraph (e)
of this Section 2.4 and, if so directed by the Company, will
deliver to the Company (at the Company's expense) all copies,
other than permanent file copies, then in such Stockholder's
possession of the prospectus covering such Eligible Shares that
was in effect at the time of receipt of such notice. In the
event the Company shall give any such notice, the applicable
period mentioned in paragraph (b) of this Section 2.4 shall be
extended by the number of days during such period from and
including the date of the giving of such notice to and including
the date when each seller of any Eligible Shares covered by such
registration statement shall have received the copies of the
supplemented or amended prospectus contemplated by paragraph (e)
of this Section 2.4.
2.5. Registration Expenses.
All expenses incident to the Company's performance of
or compliance with this Article 2, including, without limitation,
all registration and filing fees (including all expenses incident
to filing with the New York Stock Exchange, the NASDAQ or any
other exchange), fees and expenses of complying with securities
and blue sky laws, printing and copying expenses, fees and
expenses of the Company's counsel and accountants, the fees and
disbursements of all independent public accountants (including
the expenses of any audit and/or "cold comfort" letter), and any
other fees and disbursements of underwriters, if any, customarily
paid by issuers or sellers of securities shall be paid by the
Company; provided, however, that all underwriting discounts and
selling commissions applicable to Eligible Shares and fees and
disbursements of counsel for the sellers of Eligible Shares shall
be borne by the seller or sellers thereof, in proportion to the
number of Eligible Shares sold by such seller or sellers.
2.6. Certain Limitations on Registration Rights.
In the case of any registration under Section 2.1
pursuant to an underwritten offering, or in the case of a
registration under Section 2.2 if the Company has determined to
enter into an underwriting agreement in connection therewith, all
securities to be included in such registration shall be subject
to an underwriting agreement and no Person may participate in
such registration unless such Person agrees to sell such Person's
securities on the basis provided therein and completes and
executes all reasonable questionnaires and other documents
(including custody agreements and powers of attorney) which must
be executed in connection therewith, and provides such other
information to the Company or the underwriter as may be necessary
to register such Person's securities.
2.7. Limitations on Sale or Distribution of Other
Securities.
The Company agrees not to effect any public sale or
distribution (other than public sales or distributions solely by
and for the account of the Company of securities issued (x)
pursuant to any employee or director benefit or similar plan or
any dividend reinvestment plan or (y) in any acquisition by the
Company) of any shares of Common Stock, or any securities
convertible into or exchangeable or exercisable for shares of
Common Stock, during the 14-day period prior to, and during the
30-day period beginning on the later of, (i) the effective date
of the registration statement in connection with a registration
requested pursuant to Section 2.1 hereof or (ii) if applicable,
the commencement of an underwritten offering in connection with a
registration requested pursuant to Section 2.1 hereof, in each
case, if requested by the managing underwriters of such
underwritten offering, or for such shorter period as the Lead
Underwriter shall request, in any such case, unless consented to
by such underwriters.
2.8. No Required Sale.
Nothing in this Agreement shall be deemed to create an
independent obligation on the part of the Stockholders to sell
any Eligible Shares pursuant to any effective registration
statement.
2.9. Indemnification.
(a) In the event of any registration of any securities
of the Company under the Securities Act pursuant to this Article
2, the Company will, and hereby does, indemnify and hold
harmless, to the fullest extent permitted by law, each seller of
Eligible Shares, and each other Person, if any, who controls such
seller within the meaning of the Securities Act, against any and
all losses, claims, damages or liabilities, joint or several,
actions or proceedings (whether commenced or threatened) in
respect thereof ("Claims") and expenses to which each such
indemnified party may become subject under the Securities Act or
otherwise, insofar as such Claims or expenses arise out of or are
based upon (i) any untrue statement or alleged untrue statement
of a material fact contained in any registration statement,
together with the documents incorporated by reference therein,
under which such securities were registered under the Securities
Act or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading, (ii) any untrue statement
or alleged untrue statement of a material fact contained in any
preliminary, final or summary prospectus or any amendment or
supplement thereto, together with the documents incorporated by
reference therein, or the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading,
or (iii) any violation by the Company of any federal, state or
common law, rule or regulation applicable to the Company and
relating to action required of or inaction by the Company in
connection with any such registration; provided, however, that
the Company shall not be liable to any such indemnified party in
any such case to the extent such Claim or expense arises out of
or is based upon any untrue statement or alleged untrue statement
of a material fact or omission or alleged omission of a material
fact made in such registration statement or amendment thereof or
supplement thereto or in any such prospectus or any preliminary,
final or summary prospectus in reliance upon and in conformity
with written information furnished to the Company by or on behalf
of such indemnified party specifically for use therein.
(b) Each Stockholder that holds Eligible Shares that
are included in the securities as to which any registration under
Section 2.1 or 2.2 is being effected (and, if the Company
requires as a condition to including any Eligible Shares in any
registration statement filed in accordance with Section 2.1 or
2.2, any underwriter) shall, severally and not jointly, indemnify
and hold harmless (in the same manner and to the same extent as
set forth in paragraph (a) of this Section 2.9) to the extent
permitted by law the Company, its officers and directors, each
Person controlling the Company within the meaning of the
Securities Act and all other prospective sellers and their
directors and officers, and respective controlling Persons with
respect to any untrue statement or alleged untrue statement of
any material fact in, or omission or alleged omission of any
material fact from, such registration statement, any preliminary,
final or summary prospectus contained therein, or any amendment
or supplement thereto, if such statement or alleged statement or
omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company or
its representatives by or on behalf of such Stockholder (or
underwriter with respect to information provided by such
underwriter), specifically for use therein and reimburse such
indemnified party for any legal or other expenses reasonably
incurred in connection with investigating or defending any such
Claim as such expenses are incurred; provided, however, that the
aggregate amount which any such seller of Eligible Shares shall
be required to pay pursuant to this Section 2.9(b) and Sections
2.9(c) and (e) shall in no case be greater than the amount of the
net proceeds received by such person upon the sale of Eligible
Shares pursuant to the registration statement giving rise to such
claim. Such indemnity and reimbursement of expenses shall remain
in full force and effect regardless of any investigation made by
or on behalf of such indemnified party and shall survive the
transfer of such securities by such seller of Eligible Shares.
(c) Indemnification similar to that specified in the
preceding paragraphs (a) and (b) of this Section 2.9 (with
appropriate modifications) shall be given by the Company and each
seller of Eligible Shares with respect to any required
registration or other qualification of securities under any state
securities and "blue sky" laws.
(d) Any person entitled to indemnification under this
Agreement shall notify promptly the indemnifying party in writing
of the commencement of any action or proceeding with respect to
which a claim for indemnification may be made pursuant to this
Section 2.9, but the failure of any indemnified party to provide
such notice shall not relieve the indemnifying party of its
obligations under the preceding paragraphs of this Section 2.9,
except to the extent the indemnifying party is materially
prejudiced thereby and shall not relieve the indemnifying party
from any liability which it may have to any indemnified party
otherwise than under this Article 2. In case any action or
proceeding is brought against an indemnified party and it shall
notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein and,
unless in the reasonable opinion of outside counsel to the
indemnified party a conflict of interest between such indemnified
and indemnifying parties may exist in respect of such claim, to
assume the defense thereof jointly with any other indemnifying
party similarly notified, to the extent that it chooses, with
counsel reasonably satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified
party that it so chooses, the indemnifying party shall not be
liable to such indemnified party for any legal or other expenses
subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of
investigation; provided, however, that (i) if the indemnifying
party fails to take reasonable steps necessary to defend
diligently the action or proceeding within 20 days after
receiving notice from such indemnified party that the indemnified
party believes it has failed to do so; or (ii) if such
indemnified party who is a defendant in any action or proceeding
which is also brought against the indemnifying party reasonably
shall have concluded that there may be one or more legal defenses
available to such indemnified party which are not available to
the indemnifying party; or (iii) if representation of both
parties by the same counsel is otherwise inappropriate under
applicable standards of professional conduct, then, in any such
case, the indemnified party shall have the right to assume or
continue its own defense as set forth above (but with no more
than one firm of counsel for all indemnified parties in each
jurisdiction, except to the extent any indemnified party or
parties reasonably shall have concluded that there may be legal
defenses available to such party or parties which are not
available to the other indemnified parties or to the extent
representation of all indemnified parties by the same counsel is
otherwise inappropriate under applicable standards of
professional conduct) and the indemnifying party shall be liable
for any expenses therefor. No indemnifying party shall, without
the written consent of the indemnified party, effect the
settlement or compromise of, or consent to the entry of any
judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be
sought hereunder (whether or not the indemnified party is an
actual or potential party to such action or claim) unless such
settlement, compromise or judgment (A) includes an unconditional
release of the indemnified party from all liability arising out
of such action or claim and (B) does not include a statement as
to or an admission of fault, culpability or a failure to act, by
or on behalf of any indemnified party.
(e) If for any reason the foregoing indemnity is
unavailable or is insufficient to hold harmless an indemnified
party under Sections 2.9(a), (b) or (c), then each indemnifying
party shall contribute to the amount paid or payable by such
indemnified party as a result of any Claim in such proportion as
is appropriate to reflect the relative fault of the indemnifying
party, on the one hand, and the indemnified party, on the other
hand, with respect to such offering of securities. 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 the
indemnified party and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such
untrue statement or omission. If, however, the allocation
provided in the second preceding sentence is not permitted by
applicable law, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative
faults but also the relative benefits of the indemnifying party
and the indemnified party as well as any other relevant equitable
considerations. The parties hereto agree that it would not be
just and equitable if contributions pursuant to this Section
2.9(e) were to be determined by pro rata allocation or by any
other method of allocation which does not take account of the
equitable considerations referred to in the preceding sentences
of this Section 2.9(e). The amount paid or payable in respect of
any Claim shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating or defending any such Claim. 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.
Notwithstanding anything in this Section 2.9(e) to the contrary,
no indemnifying party (other than the Company) shall be required
pursuant to this Section 2.9(e) to contribute any amount in
excess of the net proceeds received by such indemnifying party
from the sale of Eligible Shares in the offering to which the
losses, claims, damages or liabilities of the indemnified parties
relate, less the amount of any indemnification payment made by
such indemnifying party pursuant to Sections 2.9(b) and (c).
(f) The indemnity agreements contained herein shall be
in addition to any other rights to indemnification or
contribution which any indemnified party may have pursuant to law
or contract and shall remain operative and in full force and
effect regardless of any investigation made or omitted by or on
behalf of any indemnified party and shall survive the transfer of
Eligible Shares by any such party.
(g) The indemnification and contribution required by
this Section 2.9 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and
when bills are received or expense, loss, damage or liability is
incurred.
(h) In connection with underwritten offerings, the
Company will use its best efforts to negotiate terms of
indemnification that are reasonably favorable to the various
sellers pursuant thereto, as appropriate under the circumstances.
3. Underwritten Offerings.
3.1. Requested Underwritten Offerings.
If requested by the Stockholders or underwriters for
any underwritten offering pursuant to a Demand Registration
Request, the Company shall enter into a customary underwriting
agreement with the underwriters. Such underwriting agreement
shall be satisfactory in form and substance to the Stockholders
and shall contain such representations and warranties by, and
such other agreements on the part of, the Company and such other
terms as are generally prevailing in agreements of that type,
including, without limitation, indemnities and contribution
agreements. Any Stockholders participating in the offering shall
be a party to such underwriting agreement and may, at its option,
require that any or all of the representations and warranties to
any Stockholders with respect to written information specifically
provided by such Stockholders by, and the other agreements on the
part of, the Company to and for the benefit of such underwriters
shall also be made to and for the benefit of such Stockholders
and that any or all of the conditions precedent to the
obligations of such underwriters under such underwriting
agreement be conditions precedent to the obligations of such
Stockholders; provided, however, that the Company shall not be
required to make any representations or warranties with respect
to written information specifically provided by a Stockholder for
inclusion in the registration statement. Such underwriting
agreement shall also contain such representations and warranties
by the Stockholders as are customary in agreements of that type.
3.2. Piggyback Underwritten Offerings.
In the case of a registration pursuant to Section 2.2
hereof, if the Company shall have determined to enter into an
underwriting agreement in connection therewith, all of the
Stockholders' Eligible Shares to be included in such registration
shall be subject to such underwriting agreement. Any Stockholder
participating in such registration may, at its option, require
that any or all of the representations and warranties by, and the
other agreements on the part of, the Company to and for the
benefit of such underwriters shall also be made to and for the
benefit of such Stockholder and that any or all of the conditions
precedent to the obligations of such underwriters under such
underwriting agreement be conditions precedent to the obligations
of such Stockholder. Such underwriting agreement shall also
contain such representations and warranties by the participating
Stockholders as are customary in agreements of that type.
4. General.
4.1. Recapitalizations, Exchanges, etc., Affecting Eligible
Shares.
The provisions of this Agreement shall, to the extent
reasonably practicable, apply, to the full extent set forth
herein with respect to Eligible Shares, to any and all securities
or capital stock (of the Company or any successor to the Company
and/or any other issuer thereof) which may be issued in respect
of, in exchange for, or in substitution of such Eligible Shares,
by reason of, and shall be appropriately adjusted to reflect, any
stock dividend, stock split, reverse stock split, combination,
recapitalization, reclassification, merger, consolidation or
otherwise. The adjustments contemplated by this paragraph shall
be made cumulative with respect to all such transactions
contemplated by this Section that occur from time to time. Any
issuer of any such securities other than the Company shall be
required to assume in writing, to the extent relevant, the
Company's obligations with respect to the registration rights
granted hereunder or enter into a registration rights agreement
substantially similar to this Agreement and giving effect to the
allocations and adjustments contemplated by this Section, in
connection with any such transaction pursuant to which the
Stockholders shall receive securities of such issuer, as
contemplated by this Section.
4.2. Rule 144.
The Company covenants that (i) so long as it remains
subject to the reporting provisions of the Exchange Act, it will
timely file the reports required to be filed by it under the
Securities Act or the Exchange Act (including, but not limited
to, the reports under Sections 13 and 15(d) of the Exchange Act
referred to in subparagraph (c)(1) of Rule 144 under the
Securities Act), and (ii) will take such further action as any
Stockholders may reasonably request, all to the extent required
from time to time to enable such Stockholders to sell Eligible
Shares without registration under the Securities Act within the
limitation of the exemptions provided by (A) Rules 144 and 145
under the Securities Act, as such Rules may be amended from time
to time, or (B) any similar rule or regulation hereafter adopted
by the Commission. Upon the request of any Stockholders, the
Company will deliver to such Stockholders a written statement as
to whether it has complied with such requirements.
4.3. Nominees for Beneficial Owners.
If Eligible Shares are held by a nominee for the
beneficial owner thereof, the beneficial owner thereof may, at
its option, be treated as the holder of such Eligible Shares for
purposes of any request or other action by any Stockholders
pursuant to this Agreement (or any determination of any number or
percentage of shares constituting Eligible Shares held by any
Stockholders contemplated by this Agreement), provided that the
Company shall have received assurances reasonably satisfactory to
it of such beneficial ownership.
4.4. Amendments and Waivers.
This Agreement may be amended, modified, supplemented
or waived only upon the written agreement of the Company and the
Stockholders holding at least a majority of Eligible Shares then
held by all Stockholders.
4.5. Notices.
Any notice required to be given hereunder shall be
sufficient if in writing, and sent by facsimile transmission and
by courier service (with proof of service), hand delivery or
certified or registered mail (return receipt requested and first-
class postage prepaid), addressed as follows:
(i) if to the Company
00000 Xxxxxxxx Xxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxx
Facsimile: (000) 000-0000
with a copy (which shall not constitute notice) to:
Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxxxx X. Xxxxxxxxxxxx
Facsimile: (000) 000-0000
(ii) if to any of the Stockholders
Xxxxxxx X. Xxxxxxx
00000 Xxxxxxxx Xxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
with a copy (which shall not constitute notice) to:
Xxxxxx, Flyer & Xxxxx
0000 X Xxxxxx, X.X.
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxxx X. Xxxxxx
Facsimile: (000) 000-0000
or to such other address as any party shall specify by written
notice so given, and such notice shall be deemed to have been
delivered as of the date so telecommunicated, personally
delivered or mailed.
4.6. Miscellaneous.
(a) This Agreement shall be binding upon and inure to
the benefit of the parties hereto and the respective successors,
personal representatives and assigns; provided, however, that the
Stockholders may not assign any registration rights under this
Agreement to a third party. No Person other than the
Stockholders or its affiliates shall be entitled to any benefits
under this Agreement, except as otherwise expressly provided
herein.
(b) This Agreement and any documents delivered by the
parties in connection herewith constitute the entire agreement
among the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings among the
parties with respect thereto. No addition to or modification of
any provision of this Agreement shall be binding upon any party
hereto unless made in writing and signed by all parties hereto.
(c) This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware without
regard to its rules of conflict of laws. Each of the parties
hereby irrevocably and unconditionally consents to submit to the
exclusive jurisdiction of the courts of the State of Delaware and
of the United States of America located in the State of Delaware
(the "Delaware Courts") for any litigation arising out of or
relating to this Agreement and the transactions contemplated
hereby (and agrees not to commence any litigation relating
thereto except in such courts), waives any objection to the
laying of venue of any such litigation in the Delaware Courts and
agrees not to plead or claim in any Delaware Court that such
litigation brought therein has been brought in an inconvenient
forum.
(d) The headings of this Agreement are for the
convenience of the parties only, and shall be given no
substantive or interpretative effect whatsoever.
(e) This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed
and delivered shall be an original, but all such counterparts
shall together constitute one and the same instrument. Each
counterpart may consist of a number of copies hereof each signed
by less than all, but together signed by all of the parties
hereto.
(f) Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the
remaining terms and provisions of this Agreement or affecting the
validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction. If any provision of
this Agreement is so broad as to be unenforceable, the provision
shall be interpreted to be only so broad as is enforceable.
(g) The parties hereto agree that irreparable damage
would occur in the event that any of the provisions of this
Agreement were not performed in accordance with its specific
terms or was otherwise breached. It is accordingly agreed that
the parties shall be entitled to an injunction or injunctions to
prevent breaches of this Agreement and to enforce specifically
the terms and provisions hereof in any Delaware Court, this being
in addition to any other remedy to which they are entitled at law
or in equity.
(h) Each party hereto shall do and perform or cause to
be done and performed all such further acts and things and shall
execute and deliver all such other agreements, certificates,
instruments, and documents as any other party hereto reasonably
may request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the
transactions contemplated hereby.
(i) In this Agreement, unless the context otherwise
requires, words describing the singular number shall include the
plural and vice versa, and words denoting any gender shall
include all genders and words denoting natural persons shall
include corporations and partnerships and vice versa.
(j) Except as provided in this Agreement, no action
taken pursuant to this Agreement, including, without limitation,
any investigation by or on behalf of any party, shall be deemed
to constitute a waiver by the party taking such action of
compliance with any representations, warranties, covenants or
agreements contained in this Agreement. The waiver by any party
hereto of a breach of any provision hereunder shall not operate
or be construed as a waiver of any prior or subsequent breach of
the same or any other provision hereunder.
4.7. No Inconsistent Agreements.
Neither the Company nor any Stockholder will, on or
after the date of this Agreement, enter into any agreement with
respect to its securities which is inconsistent with the rights
granted in this Agreement or otherwise conflicts with the
provisions hereof, other than any lock-up agreement with the
underwriters in connection with any registered offering effected
hereunder, pursuant to which the Company shall agree not to
register for sale, and the Company shall agree not to sell or
otherwise dispose of, Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock, for a
specified period following the registered offering.
Notwithstanding the foregoing, the Company may grant registration
rights to future stockholders in future registration rights
agreements.
4.8. Termination.
This Agreement shall terminate on February 28, 1999;
provided, however, that if the Company, in violation of this
Agreement, fails to effectuate a Demand Registration for which a
Demand Registration Notice was timely delivered to the Company,
the Company shall continue to be required to effectuate such
Demand Registration and maintain its effectiveness until the
earlier of (x) the Eligible Shares thereunder are sold in
accordance with the method of distribution or (y) one year from
the date of such effectiveness.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date set forth above.
PHP HEALTHCARE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Executive V.P. & C.F.O.
/s/ Xxxxxxx X. Xxxxxxx
XXXXXXX X. XXXXXXX
/s/ Xxxxx X. Xxxxxxx
XXXXX X. XXXXXXX
/s/ Xxxxx X. Xxxxxxx
XXXXX X. XXXXXXX,
Trustee Under Trust Indenture
dated October 1, 1985
FBO Xxxxxxxx X. Xxxxxxx,
Xxxxxxx X. Xxxxxxx, Grantor
/s/ Xxxxx X. Xxxxxxx
XXXXX X. XXXXXXX,
Trustee Under Trustee Indenture
dated October 1, 1985,
FBO Xxx X. Xxxxxxx,
Xxxxxxx X. Xxxxxxx, Grantor
/s/ Xxxxxxx X. Xxxxxxx
XXXXXXX X. XXXXXXX
