EXHIBIT 99.4
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of
March 30, 2003, by and among Front Range Himalaya Corporation, a Wyoming
corporation (the "COMPANY"), and the parties hereto that have executed and
delivered to the Company counterparts hereof that have been accepted by the
Company as evidenced by the Company's listing such parties on Exhibit A hereto
(collectively, the "INITIAL HOLDERS").
WITNESSETH:
WHEREAS, the Company, Front Range Corporation, a Wyoming corporation,
Xxxxx Corporation, a Delaware corporation, and certain other parties have
entered into an Agreement and Plan of Merger (the "MERGER AGREEMENT") dated as
of March 30, 2003, pursuant to which each of the Initial Holders shall receive a
number of shares of Common Stock, par value $0.01 per share ("COMMON STOCK"), of
the Company to be determined as set forth therein;
WHEREAS, in order to induce each of the Initial Holders to enter into a
Rule 145 Agreement (as defined in the Merger Agreement), the Company has agreed
to grant certain registration rights to the Initial Holders with respect to such
shares of Common Stock as set forth herein;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. DEFINITIONS.
As used herein, the following terms have the indicated meanings, unless
the context otherwise requires:
"COMMISSION" means the Securities and Exchange Commission.
"EFFECTIVE TIME" has the meaning set forth in the Merger Agreement.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.
"HOLDER" means an Initial Holder or any permitted transferee thereof
who owns Registrable Shares.
"MAJORITY IN INTEREST" means Holders who hold a majority of the
Registrable Shares.
"PERSON" means an individual, a corporation, a limited liability
company, a partnership, an association, a trust or other entity or organization,
including any government and any agency or instrumentality thereof.
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"REGISTRABLE SHARES" means all shares of Common Stock received by the
Holders pursuant to the Merger Agreement (including any Common Stock issuable
upon the exercise of Parent Stock Options (as defined in the Merger Agreement),
together with any securities issued or issuable by the Company with respect to
any such shares of Common Stock by way of a stock dividend or other distribution
or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or reorganization. Any Registrable Shares will cease to be
such when (i) a registration statement covering the sale of such Registrable
Shares has become effective under the Securities Act and such securities have
been disposed of in accordance with such effective registration statement, (ii)
such Registrable Shares have been distributed by the Holders to the public
pursuant to Rule 144 or 145 (or any similar provision then in force) under the
Securities Act, (iii) such Registrable Shares may be resold to the public
without restriction under the Securities Act in accordance with Rule 144(k),
(iv) such Registrable Shares have been otherwise transferred by the Holders, new
certificates representing the transferred securities not bearing a legend
restricting further transfer have been delivered by the Company to the
transferees thereof and the subsequent disposition of such securities shall not
require registration or qualification of such securities under the Securities
Act or any similar state law then in force, or (v) such securities have ceased
to be outstanding.
"REGISTRATION STATEMENT" has the meaning set forth in the Merger
Agreement.
"SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
2. SHELF REGISTRATION.
The Company agrees that it shall file with the Commission on Form S-3
(or any successor form) a shelf registration statement pursuant to Rule 415 of
the Securities Act (a "SHELF REGISTRATION") covering the offer and resale by the
Holders of all the Registrable Shares and shall use its reasonable best efforts
to cause the Shelf Registration to be declared effective by the Commission
promptly after the Effective Time. The offer and resale of such shares shall be
pursuant to a plan of distribution as proposed by a Majority in Interest and
approved by the Company, which approval will not be unreasonably withheld;
provided that such plan of distribution shall not include an underwritten public
offering. The Company shall be required to maintain the effectiveness of the
Shelf Registration for a period of two years from the Effective Time.
3. REGISTRATION PROCEDURES.
Pursuant to the Company's covenant herein to effect a Shelf
Registration, the Company will, subject to the provisions of this Agreement, use
its reasonable best efforts to effect the registration in a manner that permits
the sale of the Registrable Securities covered thereby in accordance with the
intended method or methods of disposition. The Company shall:
(a) use its reasonable best efforts to prepare and file with the
Commission a Form S-3 registration statement (or any successor form) with
respect to the Registrable Shares as soon as possible after the Commission
declares the Registration Statement effective;
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(b) use its reasonable best efforts to have all comments that the
Commission may have with respect to the Shelf Registration resolved with the
Commission prior to the Effective Time;
(c) use its reasonable best efforts to file with the Commission
immediately after the Effective Time a Form 8-K Report (or any successor form)
required in connection with the Mergers (as defined in the Merger Agreement)
("FORM 8-K"), including the financial statements required by Item 2 and Item 7
of Form 8-K;
(d) use its reasonable best efforts to cause the Shelf Registration to
be declared effective by the Commission promptly after the Effective Time;
(e) (i) prepare and file with the Commission such amendments,
post-effective amendments and supplements to the Shelf Registration as may be
necessary to keep the Shelf Registration effective for a period of two years
from the Effective Time, and (ii) comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by the Shelf
Registration during the applicable period in accordance with the intended
methods of disposition by the Holders set forth in the Shelf Registration or
prospectus supplement.
(f) furnish to each Holder of Registrable Shares such number of copies
of the Shelf Registration, each amendment and supplement thereto, the prospectus
included in the Shelf Registration (including each preliminary prospectus), any
documents incorporated by reference therein and such other documents as such
Holder may reasonably request in order to facilitate the disposition of the
Registrable Shares owned by such Holder (it being understood that, subject to
Section 4 and the requirements of the Securities Act and applicable state
securities laws, the Company consents to the use of the prospectus and any
amendment or supplement thereto by each Holder in connection with the offering
and sale of the Registrable Shares covered by the registration statement of
which such prospectus, amendment or supplement is a part);
(g) use commercially reasonable efforts to register or qualify such
Registrable Shares under such other securities or blue sky laws of such
jurisdictions as the Holders reasonably request to the extent such registration
or qualification is required; use reasonable best efforts to keep each such
registration or qualification (or exemption therefrom) effective during the
period in which the Shelf Registration is required to be kept effective; and do
any and all other acts and things which may be reasonably necessary or advisable
to enable each Holder to consummate the disposition of the Registrable Shares
owned by such Holder in such jurisdictions (provided, however, that the Company
will not be required to (i) qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify but for this subparagraph or
(ii) consent to general service of process in any such jurisdiction);
(h) promptly notify each Holder and (if requested by any Holder)
confirm such notice in writing (i) when a prospectus or any prospectus
supplement or post-effective amendment has been filed and, with respect to a
registration statement or any post-effective amendment, when the same has become
effective, (ii) of the issuance by any state securities or other regulatory
authority of any order suspending the qualification or exemption from
qualification of any of the Registrable Shares under state securities or "blue
sky" laws or the initiation of any proceedings for that purpose, and (iii) of
the happening of any event which makes any statement made in a
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registration statement or related prospectus untrue in any material respect or
which requires the making of any changes in such registration statement,
prospectus or documents so that they will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading and, as soon as
practicable thereafter, prepare and file with the Commission and furnish a
supplement or amendment to such prospectus so that, as thereafter deliverable to
the purchasers of such Registrable Shares, such prospectus will not contain any
untrue statement of a material fact or omit a material fact necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading;
(i) make generally available to the Company's securityholders an
earnings statement satisfying the provisions of Section 11(a) of the Securities
Act no later than 30 days after the end of the 12-month period beginning with
the first day of the Company's first fiscal quarter commencing after the
effective date of a registration statement, which earnings statement shall cover
said 12-month period, and which requirement will be deemed to be satisfied if
the Company timely files complete and accurate information on Forms 10-Q, 10-K
and 8-K under the Exchange Act and otherwise complies with Rule 158 under the
Securities Act;
(j) if reasonably requested by any Holder, promptly incorporate in a
prospectus supplement or post-effective amendment such information as any Holder
reasonably requests to be included therein (relating to the naming of additional
Holders therein or specifying the number of Registrable Shares held by each such
Holder), and promptly make all required filings of such prospectus supplement;
(k) as promptly as practicable after filing with the Commission of any
document which is incorporated by reference into a registration statement (in
the form in which it was incorporated), deliver a copy of each such document to
each Holder upon such Holder's written request;
(l) cooperate with the Holders to facilitate the timely preparation and
delivery of certificates (which shall not bear any restrictive legends unless
required under applicable law) representing securities sold under any
registration statement, and enable such securities to be in such denominations
and registered in such names as such Holders may request and keep available and
make available to the Company's transfer agent prior to the effectiveness of
such registration statement a supply of such certificates;
(m) promptly make available for inspection by any Holder and any
attorney, accountant or other agent or representative retained by any such
Holder (collectively, the "INSPECTORS"), all publicly available documents of the
Company (collectively, the "RECORDS"), as shall be reasonably necessary to
enable them to exercise their due diligence responsibility;
(n) use its reasonable best efforts to cause the Registrable Shares
included in any registration statement to be (i) listed on each securities
exchange, if any, on which securities of the same type issued by the Company are
then listed, or (ii) authorized to be quoted and/or listed (to the extent
applicable) on the Nasdaq National Market if the Registrable Shares so qualify;
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(o) provide a CUSIP number for the Registrable Shares included in any
registration statement not later than the effective date of such registration
statement;
(p) cooperate with each Holder participating in the disposition of such
Registrable Shares and their respective counsel in all reasonable respects in
connection with any filings required to be made with the National Association of
Securities Dealer, Inc. ("NASD");
(q) during the period when the prospectus is required to be delivered
under the Securities Act, file within the required time periods all documents
required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act;
(r) notify each Holder promptly of any request by the Commission for an
amendment or supplement to such registration statement or prospectus or for
additional information; and
(s) advise each Holder, promptly after it shall receive notice or
obtain knowledge thereof, of the issuance of any stop order by the Commission
suspending the effectiveness of such registration statement or the initiation or
threatening of any proceeding for such purpose and promptly use all commercially
reasonable efforts to prevent the issuance of any stop order or to obtain its
withdrawal at the earliest possible moment if such stop order should be issued.
4. SUSPENSION OF DISPOSITIONS.
Each Holder agrees that, upon receipt of any notice (a "SUSPENSION
NOTICE") from the Company of the happening of any event of the kind described in
Section 3(h)(iii), such Holder will forthwith discontinue disposition of
Registrable Shares pursuant to any prospectus until such Holder's receipt of the
copies of the supplemented or amended prospectus, or until it is advised in
writing (the "ADVICE") by the Company that the use of the prospectus may be
resumed, and has received copies of any additional or supplemental filings,
which are incorporated by reference in the prospectus, and, if so directed by
the Company, such Holder will deliver to the Company all copies, other than
permanent file copies then in such Holder's possession, of the prospectus
covering such Registrable Shares current at the time of receipt of such notice.
The Company shall use its reasonable best efforts and take such actions as are
necessary to render the Advice as soon as practicable.
5. RULE 145.
The Company covenants that it will, for a period beginning upon the
first anniversary of the Effective Time and ending upon the second anniversary
of the Effective Time, file any reports required to be filed by it under the
Securities Act and the Exchange Act and that it will take such further action as
the Holders may reasonably request to the extent required from time to time to
enable the Holders to sell Registrable Shares without registration under the
Securities Act within the limitation of the exemptions provided by Rule 145
under the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission. Upon the request
of any Holder, the Company will deliver to such Holder a written statement as to
whether it has complied with such reporting requirements. If any Holder proposes
to sell Registrable Shares pursuant to Rule 145, the Company shall cooperate
with such Holder to enable such sale to be made in accordance with applicable
laws, rules and regulations,
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the requirements of the Company's transfer agent, and the reasonable
requirements of the broker, if any, through which the sales are proposed to be
executed.
6. REGISTRATION EXPENSES.
All expenses incident to the Company's performance of or compliance
with this Agreement, including, without limitation, all registration and filing
fees, messenger and delivery expenses, printing expenses, internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), all fees and expenses
associated with filings required to be made with the NASD, as may be required by
the rules and regulations of the NASD, fees and expenses of compliance with
securities or "blue sky" laws (including reasonable fees and disbursements of
counsel in connection with "blue sky" qualifications of the Registrable Shares),
rating agency fees, the fees and expenses incurred in connection with the
listing of the securities to be registered on all securities exchanges on which
similar securities issued by the Company are then quoted or listed, fees and
disbursements of counsel for the Company and its independent certified public
accountants, and the fees and expenses of any other Persons retained by the
Company, in connection with the registration hereunder (collectively, the
"REGISTRATION EXPENSES") will be borne by the Company, but not including fees
and expenses of counsel for the Holders and any underwriting, broker or dealer
discounts or commissions attributable to the sale of Registrable Shares (which
are hereinafter referred to as "SELLING EXPENSES"). All Selling Expenses shall
be borne solely by the Holders.
7. INDEMNIFICATION.
(a) Indemnification by the Company. The Company will indemnify and hold
harmless the Holders, their officers, directors, agents (including without
limitation counsel) and employees and each Person who controls the Holders
(within the meaning of the Securities Act or the Exchange Act) (each, a
"CONTROLLING PERSON") from and against any and all losses, claims, damages and
liabilities ("LOSSES") (including without limitation any investigation, legal or
other expenses reasonably incurred in connection with, and, subject to Section
7(d) any amount paid in settlement of, any action, suit or proceeding or any
claim asserted) to which the Holders may become subject under the Securities
Act, the Exchange Act or other federal or state statutory law or regulation, at
common law or otherwise, insofar as such Losses arise out of, are based upon,
relate to or result from (a) any untrue statement or alleged untrue statement of
a material fact contained in any registration statement, prospectus or
preliminary prospectus or any amendment or supplement thereto 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 or (b) any violation
by the Company of the Securities Act or the Exchange Act, or other federal or
state law applicable to the Company and relating to any action or inaction
required of the Company in connection with such registration. The Company shall
reimburse the Holders or such officer, director, agent (including without
limitation counsel), employee or Controlling Person for any legal or other
expenses reasonably incurred by such Person in connection with investigating or
defending against any Losses as they are incurred; provided, however, that the
Company will not be liable to a Holder for any Losses if any such Losses arise
out of or are based upon any alleged untrue statement or alleged omission made
in such registration statement, preliminary prospectus, prospectus, or amendment
or supplement in reliance upon and in conformity with written information
furnished to the Company by such Holder specifically for
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use therein. Such indemnity will remain in full force and effect regardless of
any investigation made by or on behalf of the Holders or such officer, director,
agent (including without limitation counsel), employee or Controlling Person,
and will survive the transfer of such securities by the Holders. The Company
will also indemnify underwriters, selling brokers, dealer managers and similar
securities industry professionals participating in the distribution, their
officers and directors and each Person who controls such Persons (within the
meaning of the Securities Act or the Exchange Act) to the same extent
customarily requested by such Persons in similar circumstances. Reimbursement
will be made periodically during the course of investigation when bills are
received or expenses incurred, subject to the Holders' obligation to reimburse
the Company pursuant to the Wyoming Business Corporation Act. Notwithstanding
anything to the contrary in this Section 7, the Company shall not be liable for
any untrue statement or omission in any preliminary prospectus if the Company,
sufficiently in advance of Holder's delivery of such preliminary prospectus,
notified Holder of any untrue statement or omission contained therein and
furnished Holder with a corrected preliminary prospectus.
(b) Indemnification by Holder of Registrable Securities. If any Holder
sells Registrable Securities under a prospectus that is part of a registration
statement, then such Holder (the "INDEMNIFYING HOLDER"), agrees, severally, and
not jointly and severally, to indemnify and hold harmless the Company, its
directors and each officer who signed such registration statement, each Person
who controls the Company (within the meaning of the Securities Act and Exchange
Act) under the same circumstances as the foregoing indemnity from the Company to
the Holders to the extent, but only to the extent, that such Losses arise out of
or are based upon any untrue statement of a material fact or omission of a
material fact that was made in the prospectus, any preliminary prospectus, the
registration statement, or any amendment or supplement thereto, in reliance upon
and in conformity with written information relating to the Indemnifying Holder
furnished to the Company by the Indemnifying Holder expressly for use therein.
In no event will the aggregate liability of the Indemnifying Holder exceed the
amount of the net proceeds received by the Indemnifying Holder upon the sale of
the Registrable Securities giving rise to such indemnification obligation. Such
indemnity will remain in full force and effect regardless of any investigation
made by or on behalf of the Company or such officer, director, employee or
Controlling Person, and will survive the transfer of such securities by the
Indemnifying Holder. The Company and the Holders will be entitled to receive
indemnities from underwriters, selling brokers, dealer managers and similar
securities industry professionals participating in the distribution, to the same
extent as customarily furnished by such Persons in similar circumstances.
Notwithstanding anything to the contrary in this Section 7, no Holder selling
Registrable Shares shall be liable for any untrue statement or omission in any
preliminary prospectus or registration statement if prior to the registration
becoming effective or prior to the filing of any amendment or supplement
thereto, such Holder has furnished information in writing to the Company
expressly for use in such registration statement or prospectus or any amendment
thereof or supplement thereto correcting such untrue statement or omission and
such information is not contained in the prospectus or such supplement or
amendment.
(c) Contribution. If the indemnification provided for in Section 7(a)
or 7(b) is unavailable to an indemnified party or is insufficient to hold such
indemnified party harmless for any Losses in respect of which Section 7(a) or
7(b) would otherwise apply by its terms (other than by reason of exceptions
provided in Section 7(a) or 7(b), then each applicable indemnifying party, in
lieu of indemnifying such indemnified party, will have a several, and not joint
and
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several, obligation to contribute to the amount paid or payable by such
indemnified party as a result of such Losses, 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 hand, in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such indemnifying
party, on the one hand, and indemnified party, on the other hand, will be
determined by reference to, among other things, whether any action in question,
including without limitation any untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact, has been
taken or made by, or relates to information supplied by, such indemnifying party
or indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent any such action, statement or
omission. The amount paid or payable by a party as a result of any Losses will
be deemed to include any legal or other fees or expenses incurred by such party
in connection with any investigation or proceeding, to the extent such party
would have been indemnified for such expenses if the indemnification provided
for in Section 7(a) or 7(b) was available to such party. 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 the provisions of
this Section 7(c), no Holder shall be required to contribute an amount greater
than the dollar amount by which the proceeds received by such Holder with
respect to the sale of any Registrable Securities exceeds the amount of damages
which such Holder has otherwise paid or been required to pay by reason of any
and all untrue or alleged untrue statements of material fact or omissions or
alleged omissions of material fact made in any registration statement,
prospectus or preliminary prospectus or any amendment thereof or supplement
thereto related to such sale of Registrable Securities.
(d) Conduct of Indemnification Proceedings. Any Person entitled to
indemnification hereunder will (i) give prompt notice to the indemnifying party
of any claim with respect to which it seeks indemnification (provided that the
failure to give such notice shall not limit the right of such Person except to
the extent that the indemnifying party is materially prejudiced thereby) and
(ii) permit such indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to the indemnified party; provided, however,
that any Person entitled to indemnification hereunder has the right to employ
separate counsel and to participate in the defense of such claim, but the fees
and expenses of such counsel will be at the expense of such Person and not of
the indemnifying party unless (A) the indemnifying party has agreed to pay such
fees or expenses, (B) the indemnifying party has failed to promptly assume the
defense of such claim and employ counsel reasonably satisfactory to such Person,
(C) upon the advice of counsel of the Person to be indemnified, a conflict of
interest may exist between such Person and the indemnifying party with respect
to such claims or (D) the indemnified party's counsel shall have advised the
indemnified party that there are defenses available to the indemnified party
that are different from or in addition to those available to the indemnifying
party and that the indemnifying party is not able to assert on behalf of or in
the name of the indemnified party (in which case, if the Person notifies the
indemnifying party in writing that such Person elects to employ separate counsel
at the expense of the indemnifying party, the indemnifying party will not have
the right to assume the defense of such claim on behalf of such Person). If such
defense is not assumed by the indemnifying party, the indemnifying party will
not be subject to any liability for any settlement made without its consent (but
such consent will not be unreasonably withheld). Unless otherwise consented to
by the indemnified party in writing, no indemnifying
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party will consent to entry of any judgment or enter into any settlement that
does not include as an unconditional term thereof the giving to all such
indemnified parties of a full and unconditional release from all liability in
respect to such claim or litigation. Any indemnifying party who is not entitled
to, or elects not to, assume the defense of a claim will not be obligated to pay
the fees and expenses of more than one counsel for all parties indemnified by
such indemnifying party with respect to such claim. As used in this Section, the
terms "indemnifying party," "indemnified party" and other terms of similar
import are intended to include only the Company (and its officers, directors,
employees and each Control Person of the Company as set forth above) on the one
hand, and the Holders (and their officers, directors, agents (including without
limitation counsel) employees and each Control Person of each Holder as set
forth above) on the other hand, as applicable.
8. MISCELLANEOUS.
(a) Binding Effect; Assignability. Unless otherwise provided herein,
the provisions of this Agreement shall be binding upon and accrue to the benefit
of the parties hereto and their respective heirs and legal representatives and
permitted transferees, successors and assigns. Each Holder may assign all or any
part of its rights under this Agreement to any other Holder to whom such Holder
sells, transfers or assigns such Registrable Shares. In the event that the
Holder shall assign its rights pursuant to this Agreement in connection with the
transfer of less than all its Registrable Shares to another Holder, the Holder
shall also retain his rights with respect to its remaining Registrable Shares.
(b) Amendment. This Agreement may be amended or terminated only by a
written instrument signed by the Company and each of the Holders.
(c) Applicable Law. The internal laws of the State of Texas (without
regard to choice of law provisions thereof) shall govern the interpretation,
validity and performance of the terms of this Agreement.
(d) Notices. All notices provided for herein shall be in writing and
shall be deemed to have been duly given if delivered personally or sent by
facsimile or by registered or certified mail, postage prepaid:
(i) if to the Company, to:
Front Range Himalaya Corporation
00,000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: President
Telecopier: (000) 000-0000
(ii) if to the Holders, to the respective addresses set forth
below each Holder's name on the signature pages hereto.
(e) Counterparts. This Agreement may be executed and delivered in one
or more counterparts (including by facsimile transmission), each of which shall
be deemed to be an original and all of which together shall be deemed to be one
instrument.
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(f) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants, and
restrictions of this Agreement shall remain in full force and effect.
(g) Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
other prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof.
[SIGNATURES ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
FRONT RANGE HIMALAYA CORPORATION
By: /s/ XXXXX X. XXXXX
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: President and Chief Executive Officer
IN WITNESS WHEREOF, this Agreement is executed as of the date first
stated above.
XXXXX AFFILIATES:
/s/ C. XXXXX XXXXXXXXXX, III
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C. Xxxxx Xxxxxxxxxx, III
/s/ XXXXXXX X. XXXXXXX
----------------------------------------
Xxxxxxx X. Xxxxxxx
/s/ W. XXXX XXXXXX
----------------------------------------
W. Xxxx Xxxxxx
/s/ XXXXXXX X. XXXX
----------------------------------------
Xxxxxxx X. Xxxx
/s/ XXXXXX X. XXXXXXXXX
----------------------------------------
Xxxxxx X. Xxxxxxxxx
/s/ XXXXXX X. XXXXXXXX, XX
----------------------------------------
Xxxxxx X. Xxxxxxxx, XX
/s/ XXXXXX X. XXXXXXXX
----------------------------------------
Xxxxxx X. Xxxxxxxx
/s/ XXXX X. XXXX
----------------------------------------
Xxxx X. Xxxx
/s/ XXXX X. XXXXXXX
----------------------------------------
Xxxx X. Xxxxxxx
/s/ XXXX XXXXXXX
----------------------------------------
Xxxx Xxxxxxx
Xxxxx Xxxxxxx East Texas Trust under
agreement dated 8-1-1941
By: Xxxxx Brothers Xxxxxxxx Trust
Company of Texas, trustee
By: /s/ XXXXX X. XXXXXX
----------------------------------------
Xxxxx X. Xxxxxx
Authorized Person
Xxxxxxxx Xxxxxxx East Texas Trust under
agreement dated 8-1-1941
By: Xxxxx Brothers Xxxxxxxx Trust
Company of Texas, trustee
By: /s/ XXXXX X. XXXXXX
----------------------------------------
Xxxxx X. Xxxxxx
Authorized Person
Xxxxxxx Xxxxxxx East Texas Trust under
agreement dated 8-1-1941
By: Xxxxx Brothers Xxxxxxxx Trust
Company of Texas, trustee
By: /s/ XXXXX X. XXXXXX
----------------------------------------
Xxxxx X. Xxxxxx
Authorized Person
Xxxxx Xxxxxxx Nueces County Trust under
agreement dated 8-1-1941
By: Xxxxx Brothers Xxxxxxxx Trust
Company of Texas, trustee
By: /s/ XXXXX X. XXXXXX
----------------------------------------
Xxxxx X. Xxxxxx
Authorized Person
Xxxxxxxx Xxxxxxx Nueces County Trust under
agreement dated 8-1-1941
By: Xxxxx Brothers Xxxxxxxx Trust
Company of Texas, trustee
By: /s/ XXXXX X. XXXXXX
----------------------------------------
Xxxxx X. Xxxxxx
Authorized Person
Xxxxxxx Xxxxxxx Nueces County Trust under
agreement dated 8-1-1941
By: Xxxxx Brothers Xxxxxxxx Trust
Company of Texas, trustee
By: /s/ XXXXX X. XXXXXX
----------------------------------------
Xxxxx X. Xxxxxx
Authorized Person
NBN Capital Limited Partnership
By: NBN Asset Management Company,
L.L.C.,
its general partner
By: /s/ XXXXX X. XXXXXX
----------------------------------------
Xxxxx X. Xxxxxx
Manager
NBN Asset Management Company, L.L.C.
By: /s/ XXXXX X. XXXXXX
----------------------------------------
Xxxxx X. Xxxxxx
Manager
IN WITNESS WHEREOF, this Agreement is executed as of the date first
stated above.
FRONTIER AFFILIATES:
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Xxxxx X. Xxxxx
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Xxxxx X. Xxxxxxx
----------------------------------------
W. Xxxx Xxxxxxxx
----------------------------------------
Xxxxxxx X. Xxxx
----------------------------------------
T. Xxxxxxx Xxxxxx
----------------------------------------
Xxxxx X. Xxx
----------------------------------------
Xxxx X. Xxxx, Xx.
----------------------------------------
Xxxx X. Xxxxxxx
----------------------------------------
Xxxxx X. Xxxxxx
EXHIBIT A
NAME OF INITIAL XXXXXX
XXXXX AFFILIATES
C. Xxxxx Xxxxxxxxxx, III
Xxxxxxx X. Xxxxxxx
X. Xxxx Xxxxxx
Xxxxxxx X. Xxxx
Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxx, XX
Xxxxxx X. XxXxxxxx
Xxxx X. Xxxx
Xxxx X. Xxxxxxx
Xxxx Xxxxxxx
Xxxxx Xxxxxxx East Texas Trust under agreement dated 0-0-0000
Xxxxxxxx Xxxxxxx Xxxx Xxxxx Trust under agreement dated 0-0-0000
Xxxxxxx Xxxxxxx Xxxx Xxxxx Trust under agreement dated 8-1-1941
Xxxxx Xxxxxxx Nueces County Trust under agreement dated 8-1-1941
Xxxxxxxx Xxxxxxx Nueces County Trust under agreement dated 8-1-1941
Xxxxxxx Xxxxxxx Nueces County Trust under agreement dated 8-1-1941
NBN Capital Limited Partnership
NBN Asset Management Company, L.L.C.
12
