XXXXXX COMMUNICATIONS CORPORATION
AMENDMENT NO. 1
dated February 8, 2001
to
STOCKHOLDER AND INVESTOR RIGHTS AGREEMENT
dated as of January 31, 2000
AMENDMENT NO. 1 TO STOCKHOLDER AND INVESTOR RIGHTS AGREEMENT
Amendment No. 1 (the "Amendment") dated as of February 8, 2001 by and among
the Persons listed on Schedule I hereto and Xxxxxx Communications Corporation,
an Oklahoma corporation (the "Company") to that certain Stockholder and Investor
Rights Agreement (the "Agreement"), dated as of January 31, 2000 by and among
the Persons listed on Schedule I thereto and the Company.
RECITALS
WHEREAS, the Company and AWS have entered into that certain Stock Purchase
Agreement dated as of November 6, 2000, as amended by that certain Amendment No.
1 to Stock Purchase Agreement dated February 8, 2001 (as amended, the "Purchase
Agreement") pursuant to which AWS will purchase from the Company 200,000 shares
of the Company's Series AA Preferred Stock, upon the terms and subject to the
conditions of the Purchase Agreement, which shares are, subject to certain
conditions, exchangeable for 200,000 shares of the Company's Series A
Convertible Preferred Stock; and
WHEREAS, the parties hereto desire to amend and supplement the Agreement in
the manner set forth in this Amendment; and
WHEREAS, capitalized terms used herein but not otherwise defined shall have
the meanings given such terms in the Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants, conditions and agreements hereinafter
set forth, the parties agree, and the Agreement is amended, as follows:
Section 1. Each reference to "this Agreement" and each other similar
reference contained in the Agreement shall from and after the effective date
hereof refer to the Agreement as amended and supplemented hereby.
Section 2. Amendment to the Recitals. The Recitals to the Agreement are
hereby amended as follows:
(a) By deleting subsections (A), (B), and (C) thereof in their entirety.
(b) By deleting the section reference "(D)" therein and inserting in lieu
thereof the section reference "(A)" and by deleting the number "1/4" from
subsection (A)(b)(ii) (as renumbered) thereof.
(c) By deleting the section reference "(E)" therein and inserting in lieu
thereof the section reference "(B)".
(d) By deleting the word "and" immediately preceding subsection (A)(b)(iv)
thereof (as renumbered).
(e) By deleting the number "4,726,000" in subsection (A)(b)(iv) thereof (as
renumbered) and inserting in lieu thereof the number "4,326,000".
(f) By inserting immediately after subsection (A) (iv) thereof (as
renumbered) new subsections (v) and (vi) as follows:
"(v) 200,000 shares have been designated as Series A Convertible
Preferred Stock; and
(vi) 200,000 shares have been designated Series AA Preferred Stock"
Section 3. Amendment to Article 1. Article 1 of the Agreement is hereby
amended as follows:
(a) By inserting before "Closing Price" but after "Class E Preferred Stock"
a new definition "Closing Date" as follows:
"Closing Date" shall mean the date of the Closing under the Stock
Purchase Agreement (the "Purchase Agreement") dated as of November 6,
2000, between AWS and the Company, as amended pursuant to Amendment
No. 1 to Stock Purchase Agreement dated as of February 8, 2001,
between such same parties.
(b) By inserting before "Closing Date" but after "Class E Preferred Stock"
a new definition "Closing" as follows:
"Closing" shall have the meaning given such term in the Purchase
Agreement.
(c) By inserting before "control" but after "confidential information" a
new definition "Conflict Market Report" as follows:
"Conflict Market Report" means a written notice specifying (a) each
Cellular System MSA or RSA in which AWS or its Affiliates owns either
a controlling interest, or at least a 5% non-controlling ownership
interest, or any other attributable interest (within the meaning of
the rules of the FCC) and (b) each PCS System MSA or RSA in which AWS
or its Affiliates have a controlling interest or at least a 20%
non-controlling ownership interest or any other attributable interest
(within the meaning of the rules of the FCC).
(d) By inserting before "Credit Agreements" but after "control" new
definitions as follows:
"Co-Sale" has the meaning given to such term in Section 3.7(a)
hereof."
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"Co-Sale Acceptance Notice" has the meaning given to such term in
Section 3.7(a) hereof."
"Co-Sale Election Period" has the meaning given such term in Section
3.7(a) hereof."
"Co-Sale Notice" has the meaning given to such term in Section 3.7(a)
hereof."
"Co-Sale Option" has the meaning given to such term in Section 3.7(a)
hereof."
"Co-Sale Right" has the meaning given to such term in Section 3.7(a)
hereof."
(e) By inserting before "FCC" but after "Exchangeable PIK Preferred Stock"
a new definition "Exempt Issuances" as follows:
"Exempt Issuances" has the meaning given to such term in Section
3.6(b) hereof.
(f) By inserting before "GAAP" but after "FCC Order" a new definition "FCC
Re-Auction" as follows:
"FCC Re-Auction" shall mean the auction (Auction No. 35) by the FCC of
422 licenses for broadband PCS spectrum covering 195 BTAs and
consisting of 312 C block 10 MHz licenses, 43 C block 15 MHz licenses
and 67 F block 10 MHz licenses, currently scheduled for December 12,
2000.
(g) By inserting into the definition of "Preferred Stock" after the words
"Senior PIK Preferred Stock" the phrase ", Series A Preferred Stock and Series
AA Preferred."
(h) By inserting before "Senior PIK Preferred Stock" but after "Securities
Act" a new definition "Selling Stockholder" as follows:
"Selling Stockholder" has the meaning given to such term in Section
3.7(a) hereof.
(i) By inserting before "Stockholders" but after "Senior PIK Preferred
Stock" the definitions "Series AA Certificate of Designation" and "Series A
Certificate of Designation", as follows:
"Series AA Certificate of Designation" shall mean the Certificate of
the Powers, Preferences and Relative, Optional and Other Special
Rights of Series AA Preferred Stock and the Qualifications,
Limitations and Restrictions thereof, authorizing the Series AA
Preferred Stock pursuant to the Restated Certificate, as amended.
"Series A Certificate of Designation" shall mean the Certificate of
Designation of the Powers, Preferences and Relative, Optional and
Other Special Rights of Series A Preferred Stock and Qualifications,
Limitations and Restrictions thereof, authorizing the Series A
Preferred Stock pursuant to the Restated Certificate, as amended.
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(j) By inserting before "Stockholders" but after "Series A Certificate of
Designation" the definitions "Series AA Preferred" and "Series A Preferred
Stock" as follows:
"Series AA Preferred" shall mean shares of Series AA preferred Stock,
par value $1.00 per share, of the Company. "Series A Preferred Stock"
shall mean shares of Series A Convertible Preferred Stock, par value
$1.00 per share, of the Company.
(k) By deleting the definition of "Logix Communications".
(l) By amending the definition of "POPs" by deleting the phrase "Equifax
Marketing Decision Systems, Inc." and inserting in lieu thereof the phrase "Xxxx
Xxxxx Cellular Telephone Atlas".
(m) By amending the definition of "Restated Bylaws" by deleting the phrase
"as of the IPO Date" and inserting in lieu thereof the phrase "as of the Closing
Date".
(n) By amending the definition of "Restated Certificate" by deleting the
phrase "as of the IPO Date" and inserting in lieu thereof the phrase "as of the
Closing Date".
(o) By deleting the following phrase from the definition of "Affiliate":
"Logix Communications will not be deemed to be part of the Company or
an Affiliate of the Company for purposes of this Agreement, and".
(p) By inserting before "PCS System" but after "NASDAQ" a new definition
"New Securities" as follows:
"New Securities" shall mean (a) Equity Securities and (b) debt
securities, options, warrants, and other rights, convertible or
exercisable into Equity Securities.
(q) By inserting before "FCC" but after "Exempt Issuances" a new definition
"Existing Major Stockholder Affiliate" as follows:
"Existing Major Stockholder Affiliate" means any Person directly or
indirectly controlled by Xxxxxxx X. Xxxxxx, other than the Company or
any of its Subsidiaries. For purposes of this definition, a Family
Member shall be considered an Existing Major Stockholder Affiliate.
(r) By inserting before "FCC" but after "Existing Major Stockholder
Affiliate" a new definition "Family Member" as follows:
"Family Member" means Xxxxxxx X. Xxxxxx'x spouse, children (including
stepchildren or adopted children) and each trust, family limited
partnership or other entity created for the primary benefit of any one
or more of them.
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Section 4. Amendment to Article 2. Article 2 of the Agreement is hereby
amended as follows:
(a) By inserting at the beginning of subsection 2.1(b) thereof the
following:
"AWS hereby acknowledges and agrees that, in the event that the Board
of Directors will consider, discuss or vote upon any matter involving
a potential event of a conflict of interest between AWS or its
Affiliates and the Company, it will cause any director selected
pursuant to Section 2.1(a)(ii) above to recuse himself from the
meeting during the period of such consideration and discussion and
abstain from any vote to be taken by the Board of Directors concerning
such matter. Furthermore,".
Section 5. Amendment to Article 3. Article 3 of the Agreement is hereby
amended as follows:
(a) By inserting the subsection reference "(a)" immediately prior to the
word "Notwithstanding" in the first line of Section 3.1.
(b) By inserting a new subsection 3.1(b) as follows:
"(b) Neither AWS nor any Affiliate of AWS shall Transfer, directly or
indirectly, any shares of Series AA Preferred or Series A Preferred
Stock to any competitor of the Company unless such Transfer is
approved by a duly adopted resolution of the Board of Directors of the
Company."
(c) By inserting after Section 3.2 but before Section 3.3, a new Section
3.3 as follows and by redesignating Sections 3.3 and 3.4 as Sections 3.4 and
3.5, respectively:
"3.3 Transfer and Conversion of Series A Preferred Stock. AWS
covenants and agrees that, until the first anniversary of the Closing
Date, AWS will not Transfer any shares of Series AA Preferred or
Series A Preferred Stock held by it without the prior written approval
of the Board of Directors, other than Transfers (i) to an Affiliate;
provided any Affiliate of AWS shall Transfer all shares of Series AA
Preferred or Series A Preferred Stock, as the case may be, held by it
to AWS or another Affiliate of AWS immediately prior to it ceasing to
be an Affiliate of AWS; (ii) pursuant to a tender or exchange offer
(as evidenced by a duly adopted resolution of the Board of Directors),
(iii) to the Company, (iv) pursuant to the terms and conditions of a
merger or consolidation to which the Company is a party, or (v)
pursuant to the Exchange Agreement, dated as of February 8, 2001,
between the Company and AWS (the "Exchange Agreement"). AWS further
covenants and agrees that it shall not distribute or otherwise
Transfer any shares of Series AA Preferred or Series A Preferred Stock
held by it to partners, investors, or stockholders until it has given
irrevocable written notice to the Company and, if applicable, to the
Company's transfer agent for the Series A Preferred Stock, of the
conversion pursuant to Section 7 of the Series A Certificate of
Designations of shares of Series A Preferred Stock to be distributed
or Transferred into shares of the Company's Class A Common Stock."
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(d) By adding the following sentence immediately following the last
sentence of Section 3.4 (as renumbered):
"Any transferee of shares of Series AA Preferred or Series A Preferred
Stock pursuant to any Transfer made in violation of this Article 3
shall have no rights as a Stockholder of the Company and no other
rights against or with respect to the Company except, in the case of
Series A Preferred Stock, the right to receive shares of Class A
Common Stock upon the conversion of such transferred shares of Series
A Preferred Stock."
(e) By deleting in the first sentence in Section 3.5(b) (as renumbered) the
section reference "Section 3.3" and inserting in lieu thereof the section
reference "Section 3.5".
(f) By adding a new Section 3.6 as follows:
"3.6 Limited Rights of First Offer.
(a) Until such time as AWS ceases to hold at least the
Minimum Equity Ownership, if at any time after the date hereof
the Company authorizes the issuance or sale of any New
Securities, other than an Exempt Issuance, the Company shall
first offer to sell to AWS, subject to the rights of JWC under
Section 3.5 of this Agreement, a portion of the New Securities to
be issued equal to the number of New Securities to be issued or
sold multiplied by the quotient obtained by dividing (1) the
number of shares of Common Stock then held by AWS (on a fully
diluted, as-if converted and/or, with respect to the Series AA
Preferred, exchanged and then converted basis) by (2) the total
number of shares of Common Stock of the Company outstanding on a
fully diluted, as-if converted basis. AWS shall be entitled to
purchase such New Securities at the same price and on the same
terms as such New Securities are to be offered to any Person. The
purchase price for all New Securities offered to AWS hereunder
shall be payable in cash.
(b) In order to exercise its purchase rights hereunder, AWS
must within 10 days after receipt of written notice from the
Company describing in reasonable detail the New Securities, the
purchase price thereof, the payment terms and AWS' percentage
allotment, deliver a written notice to the Company describing
AWS' election to purchase such New Securities pursuant to the
terms hereof.
(c) Upon the expiration of the offering period described
above, the Company shall be entitled to sell the New Securities
which AWS has not elected to purchase during the 180 days
following such expiration at a price not less, and on other terms
and conditions no more favorable to the purchasers thereof, than
that offered to AWS. Any New Securities offered or sold by the
Company after such 180-day period must be reoffered to AWS
pursuant to the terms of this Section 3.6.
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(d) For purposes of this Agreement, "Exempt Issuance" shall
mean any issuance (i) of Series AA Preferred Stock at the Closing
as contemplated by the Purchase Agreement or any other preferred
stock issued to AWS in connection with the transactions
contemplated by the Purchase Agreement, including the exchange of
Series AA Preferred Stock for Series A Preferred Stock (ii) of
New Securities upon conversion or exercise of, or in exchange
for, any Equity Securities or debt securities of the Company or
any options, warrants or other rights to acquire securities of
the Company, (iii) to employees, officers, directors and
consultants of the Company and its Subsidiaries pursuant to the
terms of plans approved by the Board of Directors or otherwise,
(iv) of the Company's securities as consideration for the
acquisition of another Person or business, (v) as a pro rata
distribution with respect to the Company's Equity Securities,
(vi) pursuant to any securities split, securities dividend,
recapitalization or reorganization that does not dilute the
economic interest of any holder of New Securities, (vii) of New
Securities issued to a lender in connection with its loan to the
Company or any of its Subsidiaries or to investors in connection
with an offering of the Company consisting of high yield debt
securities or preferred stock or warrants or equity securities,
(viii) of shares of Equity Securities issuable to the holders of
the Preferred Stock in payment of accrued dividends thereon, (ix)
of Special Parity Stock (as defined in the Series A Certificate
of Designation), (x) of a class of Common Stock in exchange for
another class of Common Stock in accordance with the provisions
of the Restated Certificate, as amended and (xi) pursuant to an
offering to the public registered under the Securities Act."
(g) By adding a new Section 3.7 as follows:
"3.7 Limited Rights of Co-Sale.
(a) Until such time as AWS ceases to hold at least the Minimum
Equity Ownership, if the Xxxxxx Partnership, Xxxxxxx X. Xxxxxx or
any Existing Major Stockholder Affiliate proposes to sell to any
Person (other than (i) to any Existing Major Stockholder
Affiliate or to Xxxxxxx X. Xxxxxx, (ii) in a public sale or a
sale subject to Rule 144 of the Securities Act or (iii) sales of
Common Stock in an aggregate amount up to ten percent (10%) of
the aggregate shares of Common Stock issued and outstanding at
any time pursuant to customary forward sales contracts or other
similar arrangements with major investment banking institutions)
(each a "Co-Sale"), any of the shares of Common Stock held by
such Person (the "Co-Sale Shares"), then such Person (the
"Selling Stockholder") shall promptly give written notice (the
"Co-Sale Notice") to AWS of its right to participate in the
Co-Sale (the "Co-Sale Option"). The Co-Sale Notice shall set
forth in reasonable detail the proposed sale or transfer,
including, without limitation, the number of Co-Sale Shares to be
sold or transferred, the nature of such sale or transfer, the
consideration to be paid, and the name and address of each
prospective purchaser or transferee. AWS shall have the right to
exercise its Co-Sale Option by giving written notice of such
intent to participate in the Co-Sale (the "Co-Sale Acceptance
Notice") to the Selling Stockholder within ten (10) days after
receipt by AWS of the Co-Sale Notice (the "Co-Sale Election
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Period"). Each Co-Sale Acceptance Notice shall indicate the
maximum number of shares of Common Stock which AWS wishes to sell
in the Co-Sale.
(b) AWS shall have the right to sell that portion of its shares
of Common Stock in the Co-Sale which is equal to or less than the
product obtained by multiplying (i) the total number of shares of
Common Stock available for sale to the buyer in the Co-Sale by
(ii) a fraction, the numerator of which is the total number of
shares of Common Stock then held by AWS (on a fully diluted, as
if converted basis and/or, with respect to the Series AA
Preferred, exchanged and then converted basis) and the
denominator of which is the total number of shares of Common
Stock then held by AWS and the Selling Stockholder (each on a
fully diluted, as if converted basis), in each case as of the
date of the Co-Sale Acceptance Notice. In the event AWS does not
elect to sell the full amount of the shares of Common Stock which
AWS is entitled to sell pursuant to this Section 3.7, then the
Selling Stockholder shall have the right to sell in the Co-Sale
any shares of Common Stock not elected to be sold by AWS. AWS
shall have the right to convert shares of Series A Preferred
Stock into the number of shares of Common Stock to be sold by AWS
pursuant to the Co-Sale Option subject to the condition that the
sale of such shares of Common Stock are purchased by the buyer or
the Selling Stockholder in accordance with this Section 3.7.
(c) Within ten (10) calendar days after the end of the Co-Sale
Election Period, the Selling Stockholder shall promptly notify
AWS of the number of shares of Common Stock held by AWS that will
be included in the Co-Sale and the date on which the Co-Sale will
be consummated, which shall be no later than the later of (i)
thirty (30) calendar days after the end of the Co-Sale Election
Period and (ii) ten (10) days after the satisfaction of any
governmental approval or filing requirements, if any.
(d) AWS may effect its participation in any Co-Sale hereunder by
delivery to the buyer, or to the Selling Stockholder for delivery
to the buyer, of one or more instruments or certificates,
properly endorsed for transfer, representing the shares of Common
Stock it elects to sell pursuant thereto. At the time of
consummation of the Co-Sale, the buyer shall remit directly to
AWS that portion of the sale proceeds to which AWS is entitled by
reason of its participation with respect thereto. No shares of
Common Stock may be purchased by the buyer from the Selling
Stockholder unless the buyer simultaneously purchases from AWS
all of the shares of Common Stock that it is entitled to sell
pursuant to Section 3.7(b); provided, however, that in the event
that the buyer refuses to purchase shares of Common Stock from
AWS, the Selling Stockholder shall be permitted to consummate the
Co-Sale as long as simultaneously with the closing of the Co-Sale
the Selling Stockholder purchases from AWS, on the same terms and
conditions as would have applied to the sale of shares of Common
Stock by AWS
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to the buyer in the Co-Sale, all of the shares of Common Stock
which AWS was entitled to sell in the Co-Sale.
(e) Any shares of Common Stock held by a Selling Stockholder
which are the subject of the Co-Sale that the Selling Stockholder
desires to sell following compliance with this Section 3.7 may be
sold to the buyer only during the period specified in Section
3.7(c) and only on terms no more favorable to the Selling
Stockholder than those contained in the Co-Sale Notice. Promptly
after such sale, the Selling Stockholder shall notify the
Company, which in turn shall promptly notify AWS, of the
consummation thereof and shall furnish such evidence of the
completion and time of completion of the sale and of the terms
thereof. In the event that the Co-Sale is not consummated within
the period required by this Section 3.7 or the buyer fails timely
to remit to AWS its respective portion of the sale proceeds, the
Co-Sale shall be deemed to lapse, and any sale of shares of
Common Stock pursuant to such Co-Sale shall be deemed to be in
violation of the provisions of this Agreement unless the Selling
Stockholder once again complies with the provisions of this
Section 3.7.
(f) The provisions of this Section 3.7 shall not apply to any
transfer of shares by the Xxxxxx Partnership or its Affiliates of
Company Stock to Major Telecom Competitors, which transfers shall
remain subject to the provisions of Section 3.1 hereof.
(h) By adding a new Section 3.8 as follows:
"3.8 Prohibition of Issuances of New Securities. Until such time
as AWS ceases to hold at least a majority of the shares of Series
A Preferred Stock issued to it upon the exchange for 200,000
shares of Series AA Preferred issued to AWS on the Closing Date,
the Company will not, without the prior written consent of AWS,
issue New Securities to any Major Telecom Competitor; further,
until such time as AWS ceases to hold at least a majority of the
Series AA Preferred issued to AWS on the Closing Date, the
Company will not, without the prior written consent of AWS, issue
New Securities to any Major Telecom Competitor."
Section 6. Amendment to Article 4. Article 4 of the Agreement is hereby
amended by deleting in Section 4.1(a)(i)(C) the word "one" and inserting in lieu
thereof the word "three".
Section 7. Amendment to Article 5. Article 5 of the Agreement is hereby
amended by adding a new Section 5.6 as follows:
"5.6. Acquisition of Cellular and PCS Licenses. Until such time
as AWS ceases to Beneficially Own at least the Minimum Equity
Ownership, neither the Company nor any of its Subsidiaries shall
acquire Cellular System licenses or PCS System licenses for
markets where, as of the date such acquisition agreement was
entered into, the acquisition of such licenses by the Company
would, based
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solely upon the most recently delivered Conflict Market Report
delivered by AWS to the Company, result in an FCC Conflict."
Section 8. Miscellaneous.
(a) The provisions of Article 9 (other than Section 9.15) of the Agreement,
as in effect on the date hereof, are hereby incorporated herein by reference,
mutatis mutandis, as if set forth herein in full.
(b) Section 9.15 of the Agreement is hereby amended by adding the following
at the end of the last sentence thereof:
"provided, however, that if an FCC Conflict results from an
ownership interest of (i) a partnership in which AWS is a partner
or other entity in which AWS owns an attributable interest
(within the meaning of the rules of the FCC), (ii) AWS or (iii)
an Affiliate of AWS and (x) none of the Company's Chief Executive
Officer, Chief Financial Officer or Senior Counsel had any
knowledge that prior to the date that the Company became
contractually committed to acquire the Cellular System license or
PCS System license that such acquisition would cause such FCC
Conflict and (y) such potential FCC Conflict was not evident from
the Conflict Market Report, then AWS shall be required to take
the actions necessary so that the FCC Conflict no longer exists;
it being expressly understood that knowledge acquired during the
FCC Re-Auction of the bidding conduct of AWS, an Affiliate of AWS
or any other entity in which AWS has an ownership interest, shall
not be deemed prior knowledge for purposes of this Section 9.15."
(c) Except to the extent amended or supplemented by this Amendment, all
provisions of the Agreement are and shall remain in full force and effect and
are hereby satisfied and confirmed in all respects, and the execution, delivery
and effectiveness of this Amendment shall not operate as a waiver or amendment
of any provision of the Agreement not specifically amended or supplemented by
this Amendment.
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IN WITNESS WHEREOF, each of the parties has executed or caused this
Amendment to be executed by its duly authorized offices as of the date first
written above.
STOCKHOLDERS:
XXXXXX XX LIMITED PARTNERSHIP
By: RLD, Inc., its General Partner
By: ______________________________________
Name: Xxxxxxx Xxxxxx
Title: President
X.X. CHILDS EQUITY PARTNERS II, L.P.
By: X.X. Childs Advisors II, L.P.,
its general partner
By: X.X. Childs Associates, L.P.,
its general partner
By: X.X. Childs Associates, Inc.,
its general partner
By: ______________________________________
Name:
Title:
---------------------------------------
Xxxx X. Xxxxxxxx, as agent and
Attorney-in-fact for the JWC Group
Stockholders under Purchaser
Appointment of Agent and Power of
Attorney and not in his individual
capacity
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AT&T WIRELESS SERVICES, INC.
By: ______________________________________
Name:
Title:
COMPANY:
XXXXXX COMMUNICATIONS CORPORATION
By: ______________________________________
Name:
Title:
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Schedule I
Stockholders:
Xxxxxx XX Limited Partnership
c/x Xxxxxx Communications Corporation
00000 X. Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxx Xxxx, XX 00000
Telephone: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx
X.X. Childs Equity Partners II, L.P.
Xxx Xxxxxxx Xxxxxx
Xxxxxx-Xxxxx Xxxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Attention: Xxxx Xxxxxxxx
JWC Group Stockholders:
(See Attached sheet)
AT&T Wireless Services, Inc.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx Xxxxx, Xxx Xxxxxx 00000
Telephone: (000) 000-0000
Attention: General Counsel
Company
Xxxxxx Communications Corporation
00000 X. Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxx Xxxx, XX 00000
Telephone: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx
