REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is entered into as
of _____________, 2000, by and between PLANET HOLLYWOOD INTERNATIONAL, INC., a
corporation organized under the laws of the State of Delaware (the "Company"),
the parties listed on Annex A hereto (the "New Money Holders") and the parties
listed on Annex B hereto (the "Note Holders").
WHEREAS, this Agreement is being entered into pursuant to (i) Section
6.6(c) of the First Amended Joint Plan of Reorganization of the Company under
Chapter 11 of the Bankruptcy Code dated December 13, 1999, as the same may have
been amended or supplemented from time to time prior to the date hereof and has
been approved by the United States Bankruptcy Court for the District of Delaware
(the "Plan of Reorganization") and (ii) the Note Purchase Agreement dated on or
about the date of this Agreement among the Company, the Note Holders and
Wilmington Trust Company (the "Note Purchase Agreement") which itself is entered
into pursuant to the BayHarbour Agreement (as defined in the Plan of
Reorganization). The Plan of Reorganization provides for the issuance of New
Common Stock, New Warrants, New Secured PIK Notes and New Senior Secured Notes
(each as hereinafter defined), including, without limitation, the issuance of
(i) 350,000 shares of New Class A Common Stock pro rata among the Note Holders
as part of a fee payable to the Note Holders, (ii) certain of the New Warrants
relating to the purchase of 200,000 shares of New Class A Common Stock by the
Note Holders in accordance with the terms of the Note Purchase Agreement and
(iii) the shares of New Class A Common Stock issuable upon conversion of the
obligations of the Company outstanding under the Note Purchase Agreement in
accordance with Section 3.8 of the Note Purchase Agreement.
WHEREAS, the parties hereto desire to provide certain registration
rights to the New Money Holders and the Note Holders with respect to the
Registerable Securities (as hereinafter defined).
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. RECITALS. The parties hereby agree that the aforementioned
recitals are true and correct and, together with the definitions set forth
therein and in the preamble to this Agreement, are hereby incorporated into this
Agreement by this reference.
2. DEFINITIONS. As used herein, unless the context otherwise
requires, the following terms have the following respective meanings:
"Blackout Period" shall mean a period, during the Shelf Registration
Period, commencing on the date on which the Company provides notice that: (i)
the effectiveness of the Shelf Registration (as herein defined) has been
suspended; (ii) the then current prospectus with respect to the offer and sale
of the Registerable Securities no longer complies with the requirements therefor
prescribed by Section 10(a) of the Securities Act; or (iii) subject to Section
3.1(b), there is a Material Disclosure Event and the Board of Directors of the
Company has elected (in its good faith reasonable judgment) to require the
suspension of the sale of Registerable Securities pursuant to the Shelf
Registration, and ending on the date when the Holders either receive copies of
the
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supplemented or amended prospectus contemplated by Section 3.3(g) or such
earlier time that the Holders are otherwise advised in writing by the Company
that use of the prospectus may be resumed.
"Commission" means the Securities and Exchange Commission or any other
Federal agency at the time administering the Securities Act.
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any similar Federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time. Reference to a
particular section of the Exchange Act shall include a reference to the
comparable section, if any, of any such similar Federal statute.
"Holder" means a registered holder of Registerable Securities.
"Material Disclosure Event" means any pending or imminent event
relating to the Company which, based on the good faith, reasonable opinion of
the Board of Directors of the Company and the advice of competent outside
counsel to the Board of Directors of the Company, (i) requires disclosure of
material, non-public information relating to such event in the Shelf
Registration Statement so that such registration statement would not be
materially misleading, (ii) is otherwise not required to be publicly disclosed
at the time (e.g., on a Form 8-K or Form 10- Q) under applicable federal or
state securities laws, and (iii) if publicly disclosed at the time of such
event, would have a material adverse effect on the business and/or financial
condition of the Company.
"New Class A Common Stock" means the Class A shares of common stock,
par value $.01 per share, of the Company authorized to be issued under the
Company's Amended and Restated Certificate of Incorporation.
"New Class B Common Stock" means the Class B shares of common stock,
par value $.01 per share, of the Company authorized to be issued under the
Company's Amended and Restated Certificate of Incorporation.
"New Common Stock" means, collectively, the New Class A Common Stock,
the New Class B Common Stock, and any other common stock of the Company
authorized to be issued under the Company's Amended and Restated Certificate of
Incorporation, including any and all securities of the Company which may be
issued on or after the date hereof in respect of, or in exchange for, shares of
New Common Stock pursuant to a merger, consolidation, stock split, conversion,
stock dividend, recapitalization of the Company or otherwise.
"New Money Holders" has the meaning assigned to it in the preamble
hereof and includes permitted transferees of such New Money Holders.
"New Secured PIK Notes" means the 10% secured Deferrable Interest Notes
due 2005 to be issued by the Company pursuant to the Plan of Reorganization
under the New Secured PIK Notes Indenture dated on or about the date of this
Agreement among the Company, the subsidiary guarantors named therein and United
States Trust Company of New York, as Trustee, such Indenture being substantially
in the form filed as Exhibit 7 to the Plan of Reorganization.
"New Warrants" means (i) the warrants issued pursuant to the Plan of
Reorganization under the New Warrant Agreement between the Company and the New
Warrant Agent, such Warrant Agreement being substantially in the form filed as
Exhibit 10 to the Plan of Reorganization, and (ii)
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the warrants for the purchase of 200,000 shares of New Class A Common Stock
issued to the Note Holders pursuant to the Note Purchase Agreement in the form
of Exhibit D to the Note Purchase Agreement.
"Note Holders" has the meaning assigned to it in the preamble hereof
and includes permitted transferees of such Note Holders.
"Person" means a corporation, an association, a partnership, an
organization, a business, a trust, an individual, or any other entity or
organization, including a government or political subdivision or an
instrumentality or agency thereof.
"Registerable Securities" means (i) the shares of New Class A Common
Stock issuable upon conversion of the New Class B Common Stock issued by the
Company to the New Money Holders pursuant to the Plan of Reorganization; (ii)
the shares of New Class A Common Stock issued or issuable to the Note Holders
pursuant to the Note Purchase Agreement; (iii) the shares of New Class A Common
Stock issuable to the Note Holders upon conversion of the obligations of the
Company and its affiliates outstanding under the Note Purchase Agreement in
accordance with Section 3.8 of the Note Purchase Agreement; (iv) any securities
issued with respect to (or issuable upon the conversion, exercise or exchange of
any option, warrant, right or other security which is issued with respect to)
the securities referred to in clauses (i), (ii), (iii) or (iv) hereof by way of
a stock dividend or distribution, stock split, conversion or reverse stock split
or in connection with a combination of shares, recapitalization, merger,
consolidation or otherwise, in each case held at any time during the Shelf
Registration Period by the Holders; (v) the shares of New Class A Common Stock
issuable upon exercise of the New Warrants issued by the Company to a New Money
Holder or a Note Holder pursuant to the Plan of Reorganization and/or the Note
Purchase Agreement; or (vi) the New Secured PIK Notes issued by the Company to a
New Money Holder pursuant to the Plan of Reorganization. As to any particular
Registerable Securities, such securities shall cease to be Registerable
Securities when (i) a registration statement with respect to the sale of such
securities shall have become effective under the Securities Act and such
securities shall have been disposed of in accordance with such registration
statement, (ii) they shall have been distributed to the public pursuant to Rule
144 (or any successor or similar provision) under the Securities Act, (iii) they
shall have been otherwise transferred, with new certificates for them not
bearing a legend restricting further transfer having been delivered by the
Company and subsequent disposition of them shall not require registration under
the Securities Act, or (iv) they shall have ceased to be outstanding.
"Registration Expenses" means all expenses incident to the registration
and disposition of the Registerable Securities pursuant to Section 3 hereof,
including, without limitation, all registration, filing and applicable national
securities exchange fees; all fees and expenses of complying with state
securities or "blue sky" laws (including fees and disbursements of counsel to
the underwriters or the Holders in connection with blue sky qualification of the
Registerable Securities and determination of their eligibility for investment
under the laws of the various jurisdictions); all duplicating and printing
expenses; all messenger and delivery expenses; the fees and disbursements of
counsel for the Company and of its independent public accountants, including the
expenses of "cold comfort" letters or, in connection with a registration
pursuant to Section 3.2 hereof only, any special audits required by, or incident
to, such registration; all fees and disbursements of underwriters; all transfer
taxes; and the reasonable fees and expenses of one counsel to the New Money
Holders and one counsel to the Note Holders; provided, however, that
Registration Expenses shall exclude, and (i) in the case of an underwritten
offering, the Holders shall pay all
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underwriting discounts and underwriting commissions in respect of the
Registerable Securities being registered on a pro rata basis in accordance with
the number of Registerable Securities that such Holder included and sold in such
offering, and (ii) in the case of an offering not underwritten, each Holder
shall be responsible for the payment of any fees or commissions charged by such
Holder's broker.
"Securities Act" means the Securities Act of 1933, as amended, or any
similar Federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time. References to a
particular section of the Securities Act shall include a reference to the
comparable section, if any, of any such similar Federal statute.
"Shelf Registration Period" means as to each Holder, as applicable,
that period of time beginning on the effective date of the Shelf Registration
and ending:
(a) in the case of the Registerable Securities referred to in
clauses (i), (ii), (v) and (vi) of the definition of "Registerable Securities"
(and any securities issued with respect thereto pursuant to clause (iv) of such
definition), the first day on which such Registerable Securities are eligible
for resale by the Holder thereof pursuant to the provisions of paragraph (k) of
Rule 144 promulgated under the Securities Act (or any successor provision), and
(b) in the case of the Registerable Securities referred to in
clause (iii) of the definition of "Registerable Securities" (and any securities
issued with respect thereto pursuant to clause (iv) of such definition), on the
later to occur of: (i) the last day that loans can be borrowed under the Note
Purchase Agreement, if no loans are borrowed thereunder; (ii) the last day on
which any obligations under the Note Purchase Agreement are convertible into
Registerable Securities; and (iii) the earlier to occur of (x) one year
following the last day on which shares of New Class A Common Stock are issued
upon a conversion of obligations under the Note Purchase Agreement, or (y) the
first day on which such Registerable Securities are eligible for resale by the
Holder thereof pursuant to the provisions of paragraph (k) of Rule 144
promulgated under the Securities Act (or any successor provision).
3. SHELF REGISTRATION; INCIDENTAL REGISTRATION.
3.1 Shelf Registration.
(a) Within ninety (90) days of the "Effective Date"
of the Plan of Reorganization (as that term is defined in the Plan of
Reorganization),or such longer time as may be required to prepare the necessary
financial statements (but in no event more than one hundred eighty (180) days
after the Effective Date of the Plan of Reorganization), the Company will file
with the Commission, at the Company's expense, a "shelf" registration statement
(or statements) on an appropriate form pursuant to Rule 415 under the Securities
Act covering all Registerable Securities (the "Shelf Registration"). The Company
shall use its best efforts to have the Shelf Registration declared effective as
promptly as practicable after such filing and to keep the Shelf Registration
continuously effective for the Shelf Registration Period. The Company shall, to
the extent necessary, supplement or amend the Shelf Registration (in each case,
at the Company's expense) to keep the Shelf Registration effective during the
Shelf Registration Period. The Company further agrees to supplement or amend any
Shelf Registration, as required by the registration form utilized by the
Company, by the instructions applicable to such registration form or by the
Securities Act or the rules and regulations thereunder or as reasonably
requested by any Holder. The Company shall
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furnish to the Holders copies, in substantially the form proposed to be used
and/or filed, of any such supplement or amendment at least fifteen (15) days
prior to its being used and/or filed with the Commission. The Company hereby
consents to the use (in compliance with applicable law) of the prospectus or any
amendment or supplement thereto by each of the selling Holders of Registerable
Securities in connection with the offering and sale of the Registerable
Securities covered by the prospectus or any amendment or supplement thereto. The
Company shall pay all Registration Expenses incurred in connection with the
Shelf Registration, whether or not it becomes effective. In no event shall the
Shelf Registration include securities other than Registerable Securities, unless
the Holders of all Registerable Securities consent to such inclusion.
(b) Each Holder agrees that it will not sell any Registerable
Securities pursuant to the Shelf Registration during any Blackout Period. The
Company agrees to use its best efforts (i) to ensure that there is not more than
one Blackout Period in any 12-month period, (ii) to cause each Blackout Period
to end as soon as reasonably practicable and (iii) to ensure that no Blackout
Period exceeds thirty (30) consecutive days. The Company further agrees that no
other holder of any shares of the Company's capital stock will be permitted to
sell any such shares of the Company's capital stock pursuant to a registration
statement during a Blackout Period. If one or more Blackout Periods occur, the
Shelf Registration Period shall be extended by such number of days coincident
with the aggregate number of days included in all Blackout Periods. Subject to
compliance with applicable laws, the Company shall use its best efforts to
provide the Holders with reasonable notice of an anticipated Blackout Period
prior to that Blackout Period commencing.
3.2 Incidental Registration.
(a) Right to Include Registerable Securities. If the
Company at any time prior to the expiration of the Shelf Registration Period
proposes to register, in an underwritten public offering (or if the Shelf
Registration is not effective, any other non-underwritten public offering), any
of its securities for sale under the Securities Act (except registrations solely
for registration of securities in connection with an employee stock option,
stock purchase, stock bonus or similar plan, pursuant to a dividend reinvestment
plan, or pursuant to a merger, exchange offer or transaction of the type
specified in Rule 145(a) under the Securities Act), whether or not for sale for
its own account, it will each such time give written notice to the Holders of
its intention to do so and of the Holders' rights under this Section 3.2 at
least thirty (30) days prior to the filing of a registration statement in
connection therewith and the Holders shall be entitled to include, subject to
the provisions of this Agreement, Registerable Securities on the same terms and
conditions (if any) as apply to other comparable securities of the Company sold
in connection with such registration. Upon the written request of any Holder (a
"Requesting Holder"), specifying the maximum number of Registerable Securities
intended to be disposed of by such Requesting Holder (the "Piggyback
Securities"), made as promptly as practicable and in any event within fifteen
(15) days after the receipt of any such notice, the Company shall, subject to
the terms of this Agreement, effect the registration under the Securities Act of
the Piggyback Securities and shall use its best efforts to have such
registration become and remain effective under the Securities Act. The Company
will pay all Registration Expenses in connection with any registration of the
Piggyback Securities requested pursuant to this Section 3.2. If the registration
pursuant to this Section 3.2 is to cover, in whole or in part, any underwritten
distribution, the Company shall use its best efforts to cause all Piggyback
Securities to be included in the registration on the same terms and conditions
as the comparable securities (other than the Piggyback Securities) being sold
through the underwriters.
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(b) Right to Withdraw. Any Requesting Holder shall
have the right to withdraw its request for inclusion of Piggyback Securities in
any registration statement pursuant to this Section 3.2 at any time by giving
written notice to the Company of its request to withdraw.
(c) Priority in Incidental Registrations. If the
managing underwriter of any underwritten offering shall inform the Company by
letter of its opinion that the number or type of Registerable Securities when
added to the number and type of other securities to be offered in such
registration, would materially adversely affect such offering, then the Company
shall include in such registration that number and type of Registerable
Securities which the Company is so advised by the managing underwriter can be
sold in such offering without materially adversely affecting such offering (the
"Section 3.2 Registerable Securities Sale Amount") in the following order of
priority: (i) all of the securities proposed by the Company to be sold for its
own account (if any); (ii) thereafter, to the extent the Section 3.2
Registerable Securities Sale Amount is not exceeded in clause (i), the
Registerable Securities requested by the Requesting Holders to be included in
such registration pursuant to Section 3.2(a) pro rata among the Requesting
Holders on the basis of the percentage of Registerable Securities of such
Requesting Holders requested to be included in such registration; and (iii)
thereafter, to the extent the Section 3.2 Registerable Securities Sale Amount is
not exceeded, any other securities of the Company requested to be included in
such registration.
(d) Plan of Distribution. In an underwritten public
offering, any participation by the Holders in a registration by the Company
pursuant to this Section 3.2 shall be in accordance with the terms and
conditions of the Company's plan of distribution.
3.3 Registration Procedures.
If and whenever the Company is required to effect
registration, or to use its best efforts to effect the registration, of any
Registerable Securities, as provided in Sections 3.1 and 3.2 hereof, the Company
shall as expeditiously as possible:
(a) prepare and file with the Commission the
requisite registration statement to effect such registration, including all
amendments and supplements thereto (and shall include all financial statements
required by the Commission to be filed therewith) and thereafter use its best
efforts to cause such registration statement to become effective; provided,
however, that before filing such registration statement (including all exhibits)
or any amendment or supplement thereto or comparable statements under securities
or blue sky laws of any jurisdiction, the Company shall furnish such documents
to each Holder selling Registerable Securities covered by such registration
statement and each underwriter, if any, participating in the offering of the
Registerable Securities and their respective counsel, which documents will be
subject to the review and comments of each such Holder, each underwriter and
their respective counsel; and provided further, that the Company may discontinue
any registration of its securities which are not Registerable Securities and, as
to registration pursuant to Section 3.2 hereof, the Company may discontinue any
registration of securities covered thereby, in each case, at any time prior to
the effective date of the registration statement relating thereto;
(b) notify each Holder selling Registerable
Securities covered by such registration statement of the Commission's requests
for amending or supplementing the registration statement and the prospectus, and
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 and to comply with the
provisions of the
Page 6 of 20
Securities Act with respect to the disposition of all Registerable Securities
covered by such registration statement in each case for such period as shall be
required for the disposition of all of such Registerable Securities in
accordance with the intended method of distribution thereof; provided that such
period need not extend beyond the Shelf Registration Period;
(c) furnish, without charge, to each Holder selling
Registerable Securities covered by such registration statement and each
underwriter such number of conformed copies of such registration statement and
of each such amendment and supplement thereto (in each case including all
exhibits), such number of copies of the prospectus contained in such
registration statement (including each preliminary prospectus and any summary
prospectus) and any other prospectus filed under Rule 424 under the Securities
Act, in conformity with the requirements of the Securities Act, and such other
documents, as any Holder and such underwriters may reasonably request;
(d) use its best efforts (i) to register or qualify
all Registerable Securities and other securities covered by such registration
statement under such securities or blue sky laws of such States of the United
States of America where an exemption is not available and as any Holder or
Holders selling Registerable Securities covered by such registration statement
or any managing underwriter shall reasonably request, (ii) to keep such
registration or qualification in effect for so long as such registration
statement remains in effect, and (iii) to take any other action which may be
reasonably necessary or advisable to enable the Holders to consummate the
disposition in such jurisdictions of the securities to be sold by such Holder or
Holders; provided, however, that the Company shall not for any purpose be
required to execute a general consent to service of process, or to qualify to do
business as a foreign corporation, in any jurisdiction where it is not so
qualified;
(e) use its best efforts to cause all Registerable
Securities covered by such registration statement to be registered with or
approved by such other Federal or state governmental agencies or authorities as
may be necessary in the opinion of counsel to the Company and counsel to any
Holder or Holders selling Registerable Securities covered by such registration
statement to consummate the disposition of such Registerable Securities;
(f) furnish to each Holder selling Registerable
Securities covered by such registration statement and each underwriter, if any,
participating in the offering of the securities covered by such registration
statement, a signed counterpart of (i) an opinion of counsel for the Company,
and (ii) a "comfort" letter signed by the independent public accountants who
have certified the Company's financial statements included or incorporated by
reference in such registration statement, covering substantially the same
matters with respect to such registration statement (and the prospectus included
therein) and, in the case of the accountants' comfort letter, with respect to
events subsequent to the date of such financial statements, as are customarily
covered (at the time of such registration) in opinions of issuer's counsel and
in accountants' comfort letters delivered to the underwriters in underwritten
public offerings of securities (and dated the dates such opinions and comfort
letters are customarily dated) and, in the case of the legal opinion, such other
legal matters, and, in the case of the accountants' comfort letter, such other
financial matters, as such Holder or Holders, or the underwriters, may
reasonably request;
(g) immediately notify the Holders selling
Registerable Securities covered by such registration statement and each managing
underwriter, if any, participating in the offering of the securities covered by
such registration statement (i) when such registration statement, any
pre-effective amendment, the prospectus or any prospectus supplement related
thereto or
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post-effective amendment to such registration statement has been filed, and,
with respect to such registration statement or any post-effective amendment,
when the same has become effective; (ii) of any request by the Commission for
amendments or supplements to such 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 such registration
statement or the initiation or threatening 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 of the Registerable Securities for sale
under the securities or blue sky laws of any jurisdiction or the initiation or
threatening of any proceeding for such purpose; and (v) at any time when a
prospectus relating thereto is required to be delivered under the Securities Act
or, in the case of the Shelf Registration, at any time during the Shelf
Registration Period, upon discovery that, or upon the happening of any event as
a result of which, the registration statement or the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, in the light of the
circumstances under which they were made, and in the case of this clause (v), at
the request of any Holder or Holders selling Registerable Securities covered by
such registration statement promptly prepare and furnish to such Holder or
Holders and each managing underwriter, if any, participating in the offering of
the Registerable Securities, a reasonable number of copies of a supplement to or
an amendment of such registration statement or prospectus as may be necessary so
that, as thereafter delivered to the purchasers of such securities, 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 not misleading in the light of the circumstances under which
they were made;
(h) otherwise comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as
soon as reasonably practicable, an earnings statement covering the period of at
least twelve months beginning with the first full calendar month after the
effective date of such registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
promulgated thereunder, and promptly furnish to the Holders a copy of any
amendment or supplement to such registration statement or prospectus;
(i) cause to be maintained a transfer agent and
registrar (which, in each case, may be the Company) for the Registerable
Securities from and after the date of such registration;
(j) use all reasonable efforts to cause all
Registerable Securities covered by such registration statement to be quoted on
the National Market System ("National Market System") of the National
Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ")
within the meaning of Rule 11Aa2-1 of the Commission if the quoting of such
Registerable Securities is then permitted under NASDAQ rules; or if no similar
securities of the Company are then so quoted, use all reasonable efforts to (x)
secure designation of all such Registerable Securities as a NASDAQ National
Market System security or (y) failing that, cause all such Registerable
Securities to be listed on a national securities exchange or (z) failing that,
to secure NASDAQ authorization for such Registerable Securities and, without
limiting the generality of the foregoing, to arrange for at least two market
makers to register as such with respect to such Registerable Securities with the
National Association of Securities Dealers, Inc.;
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(k) deliver promptly to counsel to the Holders
selling Registerable Securities covered by such registration statement and each
underwriter, if any, participating in the offering of the Registerable
Securities, upon request, 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 such registration
statement;
(l) use its best efforts to obtain the withdrawal of
any order suspending the effectiveness of the registration statement;
(m) make available its employees and personnel and
otherwise provide reasonable assistance to the underwriters (taking into account
the needs of the Company's businesses) in their marketing of Registerable
Securities;
(n) in the case of a Shelf Registration, upon the
occurrence of any event or the discovery of any facts, each as contemplated by
Section 3.3(g)(v) hereof, use its best efforts to prepare a supplement or
post-effective amendment to the registration statement or the related prospectus
or any document incorporated therein by reference or file any other required
documents so that, thereafter, such prospectus will not contain at the time of
such delivery any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; and
(o) enter into customary agreements (including an
underwriting agreement in customary form) and take all such other action, if
any, as the Holders participating in such offering or the underwriters shall
reasonably request in order to expedite or facilitate the disposition of the
Registerable Securities pursuant to this Agreement.
The Company may require the Holders selling Registerable Securities covered by
such registration statement to furnish the Company such information regarding
the Holders and the distribution of the Registerable Securities as the Company
may from time to time reasonably request in writing. In the event of a
registration effected pursuant to Section 3.1 or 3.2 hereof, if a Holder fails
to provide such information and the failure by such Holder to furnish such
information would prevent or unreasonably delay the registration statement
relating to such registration from being declared effective by the Commission,
the Company may exclude such Holder's Registerable Securities from such
registration, which right of the Company shall, in the case of a registration
effected pursuant to Section 3.1 hereof, be subject (i) in the case of a New
Money Holder, to the consent of the New Money Holders of not less than a
majority of the Registerable Securities to be included in such registration by
the New Money Holders (other than such New Money Holder's Registerable
Securities), and (ii) in the case of a Note Holder, to the consent of the Note
Holders who hold a majority of the Registerable Securities to be included in
such registration by the Note Holders (other than such Note Holder's
Registerable Securities).
The Holders agree that upon receipt of any notice from the Company of
the happening of any event of the kind described in paragraph (g)(iii) or (v) of
this Section 3.3, each of the Holders will discontinue its disposition of
Registerable Securities pursuant to the registration statement relating to such
Registerable Securities until, in the case of paragraph (g)(iii) of this Section
3.3, its receipt of notice that the stop order has been lifted or the
proceedings have been dropped or, in the case of paragraph (g)(v) of this
Section 3.3, its receipt of the copies of the supplemented or amended prospectus
contemplated by paragraph (g)(v) of this Section 3.3 and, if so directed by the
Company, will deliver to the Company (at the Company's expense) all copies,
other than permanent
Page 9 of 20
file copies, then in its possession, of the prospectus relating to such
Registerable Securities current at the time of receipt of any such notice. If
the disposition by the Holders of their securities is discontinued pursuant to
the immediately preceding sentence, the Company shall extend the period of
effectiveness of the registration statement by the number of days during the
period from and including the date of the giving of notice to the Holders and
including the date when the Holders shall have received notice that the stop
order has been lifted or the proceedings have been dropped, or copies of the
supplemented or amended prospectus contemplated by paragraph (g)(v) of this
Section 3.3, as applicable.
3.4 Incidental Underwritten Offerings.
In the case of a registration pursuant to Section 3.2 hereof,
if the Company shall have determined to enter into any underwriting agreements
in connection therewith, all of the Requesting Holders' Registerable Securities
to be included in such registration shall be subject to such underwriting
agreements. The Requesting Holders may, at their 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 the Requesting Holders 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 the
Requesting Holders. No Requesting Holder shall be required to make any
representations or warranties to or agreements with the Company or the
underwriters other than representations, warranties or agreements regarding such
Requesting Holder, its ownership of and title to the Registerable Securities,
and its intended method of distribution; and any liability of any Requesting
Holder to any underwriter or other Person under such underwriting agreement
shall be limited to liability arising from misstatements in or omissions from
its representations and warranties and shall be limited to an amount equal to
the net proceeds that it derives from such registration.
3.5 Preparation; Reasonable Investigation.
In connection with the preparation and filing of each
registration statement under the Securities Act pursuant to this Agreement, the
Company will give the participating Holders, their underwriters, if any, and
their respective counsel, accountants and other representatives and agents the
opportunity to participate in the preparation of such registration statement,
each prospectus included therein or filed with the Commission, and, to the
extent practicable, each amendment thereof or supplement thereto, and give each
of them such access to its books and records and such opportunities to discuss
the business of the Company with its officers and employees and the independent
public accountants who have certified its financial statements, and supply all
other information reasonably requested by each of them, as shall be necessary or
appropriate, in the opinion of the participating Holders' and such underwriters'
respective counsel, to conduct a reasonable investigation within the meaning of
the Securities Act.
3.6 Indemnification.
(a) Indemnification by the Company. The Company
agrees that in connection with the registration of securities of the Company
pursuant to this Agreement, the Company shall, and hereby does to the fullest
extent permitted by law, indemnify and hold harmless each Holder, its respective
directors, officers, partners, members, agents and affiliates and each other
Person who participates as an underwriter in the offering or sale of such
securities and each other Person, if any, who controls such Holder or any such
underwriter within the meaning of the Securities Act,
Page 10 of 20
against any losses, claims, damages, or liabilities, joint or several, to which
such Holder or any such director, officer, partner, member, agent or affiliate
or underwriter or controlling Person may become subject under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities, joint or
several (or actions or proceedings, whether commenced or threatened, in respect
thereof), arise out of or are based upon (i) any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such securities were registered under the Securities Act, any
preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto (including, in each case, all
exhibits and documents incorporated by reference), (ii) any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein in light of the circumstances in 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 or
relating to action required of or inaction by the Company in connection with any
such registration, and the Company shall reimburse such Holder and each such
director, officer, partner, member, agent or affiliate, underwriter and
controlling Person for any legal or any other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim,
liability, action or proceeding; provided that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage, liability (or
action or proceeding in respect thereof) or expense arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in such registration statement, any such preliminary prospectus,
final prospectus, summary prospectus, amendment or supplement (including, in
each case, all exhibits and documents incorporated by reference) in reliance
upon and in conformity with written information furnished to the Company through
an instrument duly executed by or on behalf of the Holders or underwriter, as
the case may be, specifically stating that it is for use in the preparation
thereof; and provided, further, that the Company shall not be liable to any
Person who participates as an underwriter in the offering or sale of
Registerable Securities or any other Person, if any, who controls such
underwriter within the meaning of the Securities Act, in any such case to the
extent that any such loss, claim, damage, liability (or action or proceeding in
respect thereof) or expense arises out of such Person's failure to send or give
a copy of the final prospectus, as the same may be then supplemented or amended,
to the Person asserting an untrue statement or alleged untrue statement or
omission or alleged omission at or prior to the written confirmation of the sale
of Registerable Securities to such Person if such statement or omission was
corrected in such final prospectus. Such indemnity shall remain in full force
regardless of any investigation made by or on behalf of either Holder or any
such director, officer, partner, agent or affiliate or controlling Person and
shall survive the transfer of such securities by such Holder.
(b) Indemnification by the Holders. As a condition to
including any Registerable Securities in any registration statement, each Holder
including any Registerable Securities in such registration statement agrees to
indemnify and hold harmless (in the same manner and to the same extent as set
forth in paragraph (a) of this Section 3.6) the Company, and each director and
officer of the Company and each other Person, if any, who controls the Company
within the meaning of the Securities Act, with respect to any statement or
alleged statement in or omission or alleged omission from such registration
statement, any preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto (including, in each
case, all exhibits and documents incorporated by reference), but only to the
extent 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 through an instrument duly executed by such Holder specifically
stating that it is for use in the preparation of such registration statement,
preliminary prospectus, final prospectus, summary prospectus, amendment or
Page 11 of 20
supplement (including, in each case, all exhibits and documents incorporated by
reference). In addition, as a condition to including any Registerable Securities
in any registration statement relating to an underwritten offering, each Holder
including any Registerable Securities in such registration statement agrees to
enter into an agreement to indemnify any Person who participates as an
underwriter in the offering and sale of such securities, and each other Person
who controls any such underwriter within the meaning of the Securities Act, on
reasonable and customary terms that are no more burdensome on such Holder than
the terms of indemnification by the Company or any other selling security
holders participating in such underwritten offering. Notwithstanding the
foregoing, and for the avoidance of doubt, (i) each Holder shall only be liable
under this Section 3.6(b) with respect to a statement or omission made by such
Holder and (ii) the liability of such indemnifying party under this Section
3.6(b) shall not exceed an amount equal to the net proceeds received by such
indemnifying party from the sale of the Registerable Securities sold by such
party in the offering giving rise to such liability. Such indemnity shall remain
in full force and effect, regardless of any investigation made by or on behalf
of the Company or any such director, officer or controlling Person and shall
survive the transfer of such securities by such Holder.
(c) Notices of Claims, etc. Promptly after receipt by
an indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in the preceding subsections of this Section 3.6,
such indemnified party shall, if a claim in respect thereof is to be made
against an indemnifying party, give written notice to the latter of the
commencement of such action or proceeding; provided, however, that the failure
of any indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under the preceding subsections of this
Section 3.6, except to the extent that the indemnifying party is actually
prejudiced by such failure to give notice, and shall not relieve the
indemnifying party from any liability which it may have to the indemnified party
otherwise than under this Section 3.6. In case any such action or proceeding is
brought against an indemnified party, the indemnifying party shall be entitled
to participate therein and, unless in the 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 may wish, with counsel reasonably satisfactory to such
indemnified party; provided, however, that if the defendants in any such action
or proceeding include both the indemnified party and the indemnifying party and
if in the opinion of outside counsel to the indemnified party there may be legal
defenses available to such indemnified party and/or other indemnified parties
which are different from or in addition to those available to the indemnifying
party, the indemnified party or parties shall have the right to select separate
counsel to defend such action or proceeding on behalf of such indemnified party
or parties and the indemnifying party shall be obligated to pay the reasonable
fees and expenses of such separate counsel or counsels. After notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof and approval by the indemnified party of such counsel, the
indemnifying party shall not be liable to such indemnified party for any legal
expenses subsequently incurred by the latter in connection with the defense
thereof other than reasonable costs of investigation (unless the proviso in the
preceding sentence shall be applicable). No indemnifying party shall be liable
for any settlement of any action or proceeding effected without its written
consent which shall not be unreasonably withheld. No indemnifying party shall,
without the consent of the indemnified party, consent to entry of any judgment
or enter into any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such indemnified party of a
release from all liability in respect to such claim or litigation.
Page 12 of 20
(d) Contribution. If the indemnification provided for
in this Section 3.6 is unavailable to an indemnified party under subsection (a)
or (b) hereof in respect of any loss, claim, damage or liability, or any action
in respect thereof, then, in lieu of the amount paid or payable under subsection
(a) or (b) hereof, the indemnified party and the indemnifying party under
subsection (a) or (b) hereof shall contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses reasonably incurred
in connection with investigating the same), (i) 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, which resulted in such loss,
claim, damage or liability, or action in respect thereof, with respect to the
statements or omissions which resulted in such loss, claim, damage or liability,
or action in respect thereof, as well as any other relevant equitable
considerations, or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law or if the allocation provided in this clause (ii)
provides a greater amount to the indemnified party than clause (i) above, in
such proportion as shall be appropriate to reflect not only the relative fault
but also the relative benefits received by the indemnifying party and the
indemnified party from the offering of the securities covered by such
registration statement 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 3.6(d) were to be determined by pro rata
allocation or by any other method of allocation which does not take into account
the equitable considerations referred to in the immediately preceding sentence
of this Section 3.6(d). 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. The Holders' obligations to contribute as provided in this
subsection (d) are several and not joint and shall be in proportion to the
relative value of their respective Registerable Securities covered by such
registration statement. In addition, no Person shall be obligated to contribute
hereunder any amounts in payment for any settlement of any action or claim
effected without such Person's prior written consent, which consent shall not be
unreasonably withheld. Notwithstanding anything in this subsection (d) to the
contrary, no indemnifying party (other than the Company) shall be required to
contribute any amount in excess of the amount equal to the net proceeds received
by such party from the sale of the Registerable Securities in the offering to
which the losses, claims, damages or liabilities of the indemnified parties
relate.
(e) Other Indemnification. Indemnification and
contribution similar to that specified in the preceding subsections of this
Section 3.6 (with appropriate modifications) shall be given by the Company and
the Holders with respect to any required registration or other qualification of
securities under any Federal, state or blue sky law or regulation of any
governmental authority other than the Securities Act. The indemnification
agreements contained in this Section 3.6 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 by or on behalf of any indemnified
party and shall survive the transfer of any of the Registerable Securities by
any of the Holders.
(f) Indemnification Payments. The indemnification and
contribution required by this Section 3.6 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;
provided, however, that such periodic payments shall only be made upon delivery
to the indemnifying party of an agreement by the indemnified party to repay the
amounts advanced to the extent it is ultimately determined that the indemnified
party is not entitled to indemnification pursuant to this Section 3.6 or
otherwise. The parties hereto agree that for each of them such agreement shall
be deemed to be contained herein.
Page 13 of 20
3.7 Limitation on Sale of Securities.
If any registration of Registerable Securities shall be in
connection with an underwritten public offering, the Company (and each Holder
holding more than three percent (3%) of the issued and outstanding securities of
the Company who does not include its Registerable Securities therein) agrees (x)
not to effect any public sale or distribution of any issue of the same class or
series as the Registerable Securities being registered in an underwritten public
offering (other than pursuant to an employee stock option, stock purchase or
similar plan, pursuant to a dividend reinvestment plan, pursuant to a merger,
exchange offer or a transaction of the type specified in Rule 145(a) under the
Securities Act), any securities of the Company similar to any such issue or any
securities of the Company or of any security convertible into or exchangeable or
exercisable for any such issue of the Company during the 15 days prior to, and
during the 45-day period (or such longer period, not in excess of 90 days, as
may be reasonably requested by the underwriter of such offering) beginning on
the effective date of such registration statement (except as part of such
registration) and (y) that any agreement entered into after the date of this
Agreement pursuant to which the Company issues or agrees to issue any privately
placed securities shall contain a provision under which holders of such
securities agree not to effect any public sale or distribution of any such
securities during the period referred to in the foregoing clause (x), except as
part of such registration, if permitted. Notwithstanding any of the foregoing, a
Note Holder shall not be limited in any way in its sale or distribution of any
securities of the Company before, during or after any such underwritten
offering, except to the extent of the Registerable Securities held by the Note
Holder.
3.8 No Required Sale.
Nothing in this Agreement shall be deemed to create an
independent obligation on the part of any of the Holders to sell any
Registerable Securities pursuant to any effective registration statement.
4. RULE 144.
---------
The Company shall take all reasonable actions necessary to
enable holders of Registerable Securities to sell such securities without
registration under the Securities Act within the limitation of the exemptions
provided by (a) Rule 144, or (b) any similar rule or regulation hereafter
adopted by the Commission including, without limiting the generality of the
foregoing, filing on a timely basis all reports required to be filed by the
Exchange Act. Upon the request of any Holder, the Company will deliver to such
holder a written statement as to whether it has complied with such requirements.
5. AMENDMENTS AND WAIVERS.
-----------------------
This Agreement may not be modified or amended, or any of the
provisions hereof waived, temporarily or permanently, except (i) pursuant to the
written consent of the New Money Holders who hold a majority of the Registerable
Securities held by the Money Holders, and (ii) pursuant to the written consent
of the Note Holders who hold a majority of the Registerable Securities held by
the Note Holders.
Page 14 of 20
6. ADJUSTMENTS.
------------
In the event of any change in the capitalization of the
Company as a result of any stock split, stock dividend, reverse split,
combination, recapitalization, merger, consolidation, or otherwise, the
provisions of this Agreement shall be appropriately adjusted.
7. NOTICES.
--------
All notices given under this Agreement shall be in writing and
shall be personally served or delivered by a private courier service of
international standing and recognition with charges prepaid, or transmitted by
facsimile, addressed as set forth below, or such other address as such party
shall have specified most recently by written notice:
If to Company: Planet Hollywood International, Inc.
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: General Counsel
Fax: 000-000-0000
with a copy to: Gray, Harris & Xxxxxxxx, P.A.
(which shall not 000 Xxxx Xxxx Xxxxxx
constitute notice) Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxx X. Xxxxxxxx, Xx.
Fax: 000-000-0000
If to a Holder: the address set forth on Annex A and
Annex B, as applicable Notice shall be deemed given or delivered on the date of
service or transmission if personally served or transmitted by facsimile. Notice
otherwise sent as provided herein shall be deemed given or delivered on the
third business day following delivery of such notice to a reputable overnight
courier service.
8. SUCCESSORS AND ASSIGNS.
-----------------------
The rights and obligations set forth in this Agreement shall
bind and inure to the benefit of the respective successors and permitted assigns
of the parties hereto. The rights and obligations set forth in this Agreement
shall not be assignable by the Company without the express written consent of
(i) the New Money Holders who hold a majority of the Registerable Securities
held by the New Money Holders and (ii) the Note Holders who hold a majority of
the Registerable Securities held by the Note Holders, (each voting as a separate
group), such consent not to be unreasonably withheld. Upon prior written notice
to the Company, any Holder may assign, in its sole discretion, any or all of its
rights, interests and obligations under this Agreement to any of its
"Affiliates" or to any direct transferee of at least twenty-five percent (25%)
of the Registerable Securities originally held (as of the date of this
Agreement) by such Holder; provided that such transferee agrees to become bound
by the terms of this Agreement. For purposes of this Section
Page 15 of 20
8, "Affiliate", shall mean, with respect to any party, any Person which
controls, is controlled by, or is under common control with, the subject party.
9. REMEDIES.
---------
The parties hereto agree that money damages or other remedy at
law would not be sufficient or adequate remedy for any breach or violation of,
or a default under, this Agreement by them and that, in addition to all other
remedies available to them, each of them shall be entitled to an injunction
restraining such breach, violation or default or threatened breach, violation or
default and to any other equitable relief, including without limitation specific
performance, without bond or other security being required. In any action or
proceeding brought to enforce any provision of this Agreement (including the
indemnification provisions thereof), the successful party shall be entitled to
recover reasonable attorneys' fees in addition to its costs and expenses and any
other available remedy.
10. NO INCONSISTENT AGREEMENTS.
---------------------------
The Company will not, on or after the date of this Agreement,
enter into any agreement with respect to its securities which is inconsistent
with the rights granted to the Holders in this Agreement or otherwise conflicts
with the provisions hereof, other than any customary lock-up agreement with the
underwriters in connection with any registration and offering by the Company of
its securities to the public (an "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 New Common Stock or any securities
convertible into or exercisable or exchangeable for New Common Stock, as
applicable, for a specified period following such Offering. The Company hereby
represents and warrants that the rights granted to the Holders hereunder do not
in any way conflict with and are not inconsistent with any other agreements to
which the Company is a party or by which it is bound.
11. HEADINGS.
---------
Headings of the sections and paragraphs of this Agreement are
for convenience only and shall be given no substantive or interpretive effect
whatsoever.
12. GOVERNING LAW; ARBITRATION.
---------------------------
(a) This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of New York, without
giving effect to the conflicts of law principles thereof.
(b) Any and all claims arising under or relating to this
Agreement and its subject matter shall be finally resolved only by arbitration
under the Commercial Arbitration Rules of the American Arbitration Association
then in effect. Arbitration shall take place in Orlando, Florida and shall be
conducted in the English language. Any arbitration award or judgment shall be
final, binding and conclusive and judgement may be entered upon such award by
any forum worldwide with jurisdiction over the party against whom the
arbitration award or judgment is to be enforced. The parties intend that in any
such arbitration proceeding that the arbitrators grant broad discovery relevant
to the claims to be arbitrated and that the arbitrators shall have authority to
award any
Page 16 of 20
remedy or relief that a court could grant in conformity with applicable law. The
losing party in the arbitration (as determined by the arbitral tribunal) shall
pay all costs (including reasonable legal fees and disbursements) incurred by
the prevailing party in connection therewith. Each party hereby waives any and
all rights to, and hereby covenants not to bring, any lawsuit, arbitration or
other proceeding in any jurisdiction, judicial body or forum arising under or
relating to this Agreement or its subject matter (other than an arbitration
proceeding described above or a legal proceeding solely to enforce the award or
judgment of such arbitration proceeding).
13. COUNTERPARTS AND FACSIMILES.
----------------------------
This Agreement may be executed in one or more counterparts by
the parties hereto. All counterparts shall be construed together and shall
constitute one agreement. Each counterpart shall be deemed an original hereof
notwithstanding less than all of the parties may have executed it. All facsimile
executions shall be treated as originals for all purposes.
14. INVALIDITY OF PROVISION.
------------------------
The invalidity or unenforceability of any provision of this
Agreement in any jurisdiction shall not affect the validity or enforceability of
the remainder of this Agreement in that jurisdiction or the validity or
enforceability of this Agreement, including that provision, in any other
jurisdiction. If any restriction or provision of this Agreement is held
unreasonable, unlawful or unenforceable in any respect, such restriction or
provision shall be interpreted, revised or applied in a manner that renders it
lawful and enforceable to the fullest extent possible under law.
15. FURTHER ASSURANCES.
-------------------
Each party hereto shall do and perform or cause to be done and
performed all further acts and things and shall execute and deliver all 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.
16. ENTIRE AGREEMENT.
-----------------
This Agreement and the other writings referred to herein or
delivered in connection herewith contain the entire agreement among the parties
with respect to the subject matter hereof and supersede all prior and
contemporaneous arrangements or understandings with respect thereto.
[remainder of page intentionally left blank]
Page 17 of 20
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first written above.
PLANET HOLLYWOOD INTERNATIONAL, INC.
By:____________________________
Name:_________________________
Its:____________________________
Page 18 of 20
ANNEX A
-------
NEW MONEY HOLDERS
_____________________________ ______________________________
By:__________________________ By:___________________________
Name:________________________ Name:_________________________
Its:_________________________ Its:__________________________
_____________________________ ______________________________
By:__________________________ By:___________________________
Name:________________________ Name:_________________________
Its:_________________________ Its:__________________________
_____________________________ ______________________________
By:__________________________ By:___________________________
Name:________________________ Name:_________________________
Its:_________________________ Its:__________________________
_____________________________ ______________________________
By:__________________________ By:___________________________
Name:________________________ Name:_________________________
Its:_________________________ Its:__________________________
Page 19 of 20
ANNEX B
-------
NOTE HOLDERS
____________________________ ______________________________
By:_________________________ By:___________________________
Name:_______________________ Name:_________________________
Its:________________________ Its:__________________________
____________________________ ______________________________
Page 20 of 20
