EXHIBIT 4.6
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "AGREEMENT") is entered into as
of March 25, 2003, by and among Toreador Resources Corporation, a Delaware
corporation (the "COMPANY"), and Barclays Bank PLC and any successors and
permitted assigns (the "HOLDERS"). This Agreement replaces and makes null and
void the Registration Rights Agreement dated as of January 15, 2003 by and among
these same parties. In consideration of the mutual promises herein contained,
and other consideration, the receipt and adequacy of which hereby is
acknowledged, the parties hereto agree as follows:
1. Certain Definitions. As used in this Agreement, the following
terms shall have the following respective meanings:
1.1 "COMMON STOCK" means the common stock, par value
$0.15625 per share, of the Company.
1.2 "DEMAND" means a written request to the Company
signed by Holders of 51% of the outstanding Registrable Securities.
1.3 "EXCHANGE ACT" shall mean the Securities Exchange Act
of 1934, as amended, and the rules and regulations of the SEC promulgated
thereunder, all as the same shall be in effect at that time.
1.4 The terms "REGISTER," "REGISTERED" and "REGISTRATION"
refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act (as defined below), and the
declaration or ordering of the effectiveness of such registration statement.
1.5 "REGISTRABLE SECURITIES" means (i) the shares of
Common Stock issuable or issued upon exercise of the Warrants, and (ii) any
other shares of the Common Stock issued as (or issuable upon or exercise of any
right or other security which is issued as) a dividend or other distribution
with respect to or in exchange for or replacement of the Warrants, or the Common
Stock issued upon exercise of the Warrants, excluding in all cases, however, any
Registrable Securities sold by a person in a transaction in which a Holder's
registration rights under this Agreement are not assigned; provided, however,
that Registrable Securities shall only be treated as Registrable Securities if
and so long as, they have not been (A) sold to or through a broker or dealer or
underwriter in a public distribution or a public securities transaction or (B)
sold, in the opinion of counsel to the Company, in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act under
Section 4(1) thereof so that all transfer restrictions and restrictive legends
with respect thereto are removed upon the consummation of such sale.
1.6 "REGISTRATION EXPENSES" shall mean all expenses
(excluding underwriting discounts, selling commissions) incurred in connection
with a registration under Section 2 hereof, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel and accountants for the Company (including expenses of special audits or
"cold comfort" letters or opinions) and blue sky fees and expenses and the
reasonable expenses of one special counsel for the Holders.
1.7 "REGISTRATION DEADLINE" means the one hundred
fiftieth (150th) day following a Demand.
1.8 "SECURITIES ACT" shall mean the Securities Act of
1933, as amended, and the rules and regulations of the SEC promulgated
thereunder, all as the same shall be in effect at the time.
1.9 "SEC" shall mean the Securities and Exchange
Commission or any other federal agency at the time administering the Securities
Act.
1.10 "WARRANTS" shall mean those certain warrants to
purchase in the aggregate up to 500,000 shares of Common Stock of the Company
issued to Barclays.
2. Demand Registration.
2.1 Request for Demand Registration. At any time after
5:00 pm central standard time on April 15, 2003, Holders of at least 51% of the
outstanding Registrable Securities shall have the right to make a Demand to the
Company that it register for resale all (but not less than all) of such Holders'
Registrable Securities.
2.2 Form of Registration Statement. On or before the
ninetieth (90th) day following a Demand, the Company shall prepare and file with
the SEC a registration statement on Form S-3 (or if the Company is not eligible
to utilize Form S-3 for a registration of this type, such other form as may be
available to the Company) as a "shelf" registration statement under Rule 415 of
the Securities Act covering the resale of the number of Registrable Securities
then issuable on exercise of the Warrants or previously issued and not covered
by a registration statement. In addition, the Company may elect to register for
resale shares of Common Stock held by other security holders of the Company.
2.3 Registration Deadline. The Company shall use its best
efforts to cause the registration statement to become effective as soon as
possible following the filing thereof, but in no event later than the
Registration Deadline, and shall use its reasonable efforts to keep the
registration statement in effect and maintain compliance with all securities
laws until registration is no longer required because the Registrable Securities
are eligible for resale pursuant to the provisions of Rule 144(k) of the
Securities Act (the "REGISTRATION PERIOD").
2.4 Termination of Demand Rights. Upon the declaration by
the SEC of the effectiveness of a registration statement with respect to a
Demand, the right of the Holders of the Registrable Securities to make a Demand
pursuant to this Section 2 shall terminate and the Company shall have no further
obligation under this Section 2 to file any additional registration statements
on Demand. The Company's obligations under Section 3 shall continue unaffected
hereby.
2
2.5 Delay due to Underwritten Offering.If after receiving
a Demand the Company is at any time otherwise registering its securities
pursuant to an underwritten public offering and in the good faith judgment of
the managing underwriter, the registration of the Registrable Securities
pursuant to the Demand would interfere with the Company's successful marketing
of its securities, the Company may delay the registration of the Registrable
Securities pursuant to the Demand for a period of up to ninety (90) days.
3. Piggyback Registration.
3.1 Notice. If at any time prior to the expiration of the
Registration Period, (i) the Company shall determine to register any of its
equity securities, either for its own account or for the account of a security
holder or holders, other than a registration relating solely to employee benefit
plans or a registration relating solely to a Rule 145 transaction or other
merger transaction or a registration on any registration form which does not
permit secondary sales of Common Stock or does not include substantially the
same information as would be required to be included in a registration statement
covering the resale of Registrable Securities and (ii) registration statements
covering the resale of all of the Registrable Securities are not then effective
and available for sales thereof, the Company will:
(a) promptly give the Holders written notice
thereof;
(b) include in such registration, and in any
underwriting involved therein, all of the Registrable Securities
specified in a written request or requests made by the Holders within
thirty (30) days after receipt of the written notice from the Company
described in clause (a) above, except as set forth in Section 3.2
below. Such written request or requests may specify all or a part of
the Holders' Registrable Securities; provided, however, the aggregate
amount of Registrable Securities specified in such written request
shall not be less than one-third of the Registrable Securities; and
(c) use its reasonable efforts to keep the
registration statement in effect and maintain compliance with all
securities laws for the Registration Period.
3.2 Underwriting. The right of the Holders to
registration pursuant to this Section 3 shall be conditioned upon their
participation in any underwriting and the inclusion of their Registrable
Securities in such underwriting to the extent provided herein. If the Holders
wish to include Registrable Securities in the registration and underwriting, if
any, the Holders shall (together with the Company and the other stockholders
distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with a nationally recognized
underwriter selected for underwriting by the Company. Notwithstanding any other
provision of this Section 3, if the underwriter determines that marketing
factors require a limitation on the number of shares to be underwritten, the
underwriter may exclude from such registration and underwriting up to all of the
Registrable Securities which would otherwise be underwritten pursuant hereto.
The Company shall so advise all holders of securities requesting registration,
and the number of shares of securities that are entitled to be included in the
registration and underwriting by persons other than the Company shall be
allocated among the Holders as to their Registrable Securities and among all
other stockholders in proportion, as nearly as practicable, to the respective
amounts of securities which
3
they had requested to be included in such registration at the time of filing the
registration statement. If the Holders or other stockholder disapproves of the
terms of any such underwriting, the Holders or other stockholder may elect to
withdraw therefrom by written notice to the Company and the underwriter. Any
Registrable Securities or other securities excluded or withdrawn from such
underwriting shall be withdrawn from such registration.
4. Expenses of Registration; Registration Procedures.
4.1 Expenses. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to this
Agreement and including the reasonable expenses of one special counsel for the
Holders shall be borne by the Company.
4.2 Procedures. If and whenever the Company effects the
registration of any Registrable Securities as provided herein, the Company
shall, subject to the limitations provided herein:
(a) if requested, prior to filing a registration
statement or prospectus or any amendment or supplement thereto, furnish to the
Holders and each underwriter, if any, of the Registrable Securities covered by
such registration statement copies of such registration statement, prospectus,
any amendment or supplement thereto as proposed to be filed;
(b) prepare and file with the SEC such
amendments and supplements to any 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 Securities Act with respect
to the disposition of all Registrable Securities covered by such registration
statement until such time as all of such Registrable Securities have been
disposed of in accordance with the intended methods of disposition by the
Holders thereof set forth in such registration statement;
(c) furnish to the Holders of Registrable
Securities covered by such registration statement 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, and such other documents, as the Holders may
reasonably request;
(d) use its reasonable efforts to register or
qualify all Registrable Securities and other securities covered by such
registration statement under such other securities or blue sky laws of such
jurisdictions as the Holders shall reasonably request, to keep such registration
or qualification in effect for so long as such registration statement remains in
effect, and 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 owned by the Holders, except that the Company shall not for any such
purpose be required to qualify generally to do business as a foreign corporation
in any jurisdiction wherein it would not but for the requirements of this
Section 4.2(d) be obligated to be so qualified or to consent to general service
of process in any such jurisdiction;
4
(e) use its reasonable efforts to cause all
Registrable Securities covered by such registration statement to be registered
with or approved by such other United States Federal or state governmental
agencies or authorities as may be necessary to enable the Holders thereof to
consummate the disposition of such Registrable Securities;
(f) notify the Holders of Registrable Securities
covered by such registration statement, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, upon discovery
that, or upon the happening of any event as a result of which, 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, and
at the request of the Holders, prepare and furnish to the Holders a reasonable
number of copies of a supplement to or an amendment of such 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;
(g) after the filing of the registration
statement, promptly notify the Holders of any stop order issued or, to its
knowledge, threatened by the SEC and take all reasonable actions required to
prevent the entry of such stop order or to remove it if entered;
(h) provide and cause to be maintained a
transfer agent for all Registrable Securities covered by such registration
statement from and after a date not later than the effective date of such
registration statement;
(i) use its reasonable efforts to list all
Registrable Securities covered by such registration statement on any securities
exchange on which any of the Common Stock is then listed;
(j) the Company will make reasonably available
for inspection by the Holders requesting registration of Registrable Securities,
any underwriter participating in any disposition pursuant to such registration
statement and any attorney, accountant or other professional retained by the
Holders or underwriter (collectively, the "INSPECTORS"), all financial and other
records, pertinent corporate documents and properties of the Company
(collectively, the "RECORDS") as shall be reasonably necessary to enable them to
exercise their due diligence responsibility, and cause the Company's officers,
directors and employees to supply all information reasonably requested by any
Inspectors in connection with such registration statement. Records which the
Company determines, in good faith, to be confidential and which it notifies the
Inspectors are confidential shall not be disclosed by the Inspectors unless (i)
the disclosure of such Records is necessary to avoid or correct a misstatement
or omission in such registration statement or (ii) the release of such Records
is ordered pursuant to a subpoena or other order from a court of competent
jurisdiction. The Holders agree that information obtained by it as a result of
such inspections shall be deemed confidential and shall not be used by it as the
basis for any market transactions in the securities of the Company or its
affiliates unless and until such is made generally available to the public;
5
(k) the Company will otherwise use its
reasonable efforts to comply with all applicable rules and regulations of the
SEC; and
(l) upon the transfer of any Registrable
Securities by the Holders in connection with a registration hereunder, the
Company shall furnish unlegended certificates representing ownership of the
Registrable Securities in such denominations as shall be requested by the
Holders or the underwriters.
Notwithstanding anything set forth in this Agreement, the
Company shall have the right once per every twelve (12) consecutive months to
delay the filing of a registration statement pursuant to this Agreement and to
suspend the effectiveness of any such Registration Statement for a reasonable
period of time (not exceeding one hundred-twenty (120) days) if the Company
furnishes to the selling Holders a certificate signed by the Chairman of the
Board or the President of the Company stating that the Company has determined in
good faith that effecting such registration or offering at such time would
adversely affect a material financing, acquisition or disposition of assets,
distribution rights or stock, merger or other comparable transaction or would
require the Company to make public disclosure of information the public
disclosure of which would have a material adverse effect upon the Company.
5. Indemnification.
5.1 Company. The Company shall indemnify the Holders and
the directors, officers, employees, agents and representatives of the Holders,
and each person, if any, who controls any Holder within the meaning of Section
15 of the Securities Act, if Registrable Securities held by the Holders are
included in the securities with respect to which registration, qualification or
compliance has been effected pursuant to this Agreement, against all claims,
losses, damages and liabilities (or actions in respect thereof) arising out of
or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any prospectus, offering circular or other document (including
any related registration statement) incident to any such registration,
qualification or compliance, or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, or any violation by the Company of the
Securities Act including any rule or regulation thereunder applicable to the
Company relating to action or inaction required of the Company in connection
with any such registration, qualification or compliance, and will reimburse the
Holders and such directors, officers, employees, agents or control persons for
any legal and any other expenses reasonably incurred in connection with
investigating and defending any such claim, loss, damage, liability or action,
provided that the Company will not be liable in any such case to the extent that
any such claim, loss, damage, liability or expense arises out of or is based on
any untrue statement (or alleged untrue statement) or omission (or alleged
omission) based upon written information furnished to the Company by the Holders
or underwriter and stated to be specifically for use therein.
5.2 Holder. Each Holder will, if Registrable Securities
or other securities held by such Holder are included in the securities as to
which such registration, qualification or compliance is being effected,
indemnify the Company, each of its directors, officers, employees, agents and
representatives and each underwriter, if any, of the Company' securities covered
by such a registration statement, each person who controls the Company or such
underwriter within the
6
meaning of Section 15 of the Securities Act against all claims, losses, damages
and liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any such registration statement, prospectus, offering circular or other
document, or any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse the Company and such directors, officers, agents,
underwriters or control persons for any legal or any other expenses reasonably
incurred in connection with investigating or defending any such claim, loss,
damage, liability or action, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information
furnished to the Company by such Holder and stated to be specifically for use
therein. In no event shall the aggregate liability of such Holder for
indemnification under this Section 5 exceed the proceeds received by such Holder
from the sale of shares in such offering.
5.3 Procedures. Each party entitled to indemnification
under this Section 5 (the "INDEMNIFIED PARTY") shall give notice to the party
required to provide indemnification (the "INDEMNIFYING PARTY") promptly after
such Indemnified Party has actual knowledge of any claim as to which indemnity
may be sought and shall permit the Indemnifying Party to assume the defense of
any such claim or any litigation resulting therefrom provided that counsel for
the Indemnifying Party who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the Indemnified Party
(whose approval shall not unreasonably be withheld), and the Indemnified Party
may participate in such defense at such party's expense, and provided further
that the failure of any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party of its obligations under this
Agreement, except to the extent that the Indemnified Party is prejudiced
thereby. Each Indemnified Party shall furnish such information regarding itself
or the claim in question as an Indemnifying Party may reasonably request and as
shall be reasonably required in connection with the defense of such claim and
litigation resulting therefrom. An Indemnified Party shall have the right to
retain its own counsel, with the fees and expenses to be paid by the
Indemnifying Party, if representation of such Indemnified Party by the counsel
retained by the Indemnifying Party would be inappropriate due to actual or
potential differing interests between such Indemnified Party and any other party
represented by such counsel in such proceeding, provided that in no event shall
the Indemnifying Party be required to pay the fees and expenses of more than one
such separate counsel for all Indemnified Parties.
5.4 Equitable Relief. If the indemnification provided for
in this Section 4 is held by a court of competent jurisdiction to be unavailable
to an Indemnified Party with respect to any losses, claims, damages or
liabilities referred to herein, the Indemnifying Party, in lieu of indemnifying
such Indemnified Party thereunder, shall to the extent permitted by applicable
law contribute to the amount paid or payable by such Indemnified Party as the
result of such loss, claim, damage or liability in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party on the one
hand and of the Indemnified Party on the other in connection with the
allegation(s) that resulted in such loss, claim, damage or liability, as well as
any other relevant equitable considerations. The relative fault of the
Indemnifying Party and of the Indemnified Party shall be determined by a court
of law by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates to
7
information supplied by the Indemnifying Party or by the Indemnified Party and
the parties' relevant intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission; provided, that in no event
shall any contribution by any Holder hereunder exceed the proceeds from the sale
of shares in the offering received by such Holder.
5.5 Survival. The obligations of the Company and the
Holders under this Section 5 shall survive the completion of any offering of
Registrable Securities in a registration statement and the termination of this
Agreement. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the prior written consent of each Indemnified
Party (which consent shall not be unreasonably withheld), consent to the entry
of any judgment or enter into any settlement. Unless waived by the Indemnified
Party, all judgments and settlements must 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.
6. Rule 144 Reporting. With a view to making available the
benefits of certain rules and regulations of the SEC which may permit the sale
of the Registrable Securities to the public without registration, the Company
agrees to:
6.1 Public Information. Make and keep public information
available as those terms are understood and defined in Rule 144 under the
Securities Act;
6.2 Filings. File with the SEC in a timely manner all
reports and other documents required of the Company under the Securities Act and
the Exchange Act;
6.3 Compliance. So long as a Holder owns any Registrable
Securities, furnish to such Holder forthwith upon request a written statement by
the Company as to its compliance with the reporting requirements of Rule 144,
and of the Securities Act and the Exchange Act;
6.4 Removal of Legends. The Company will, at the written
request of a Holder, upon receipt from such Holder of a certificate certifying
(i) that such Holder has held its Registrable Securities for the applicable
holding period under Rule 144 with respect to the Holder's possession of such
Registrable Securities, as in effect on the date of such certificate, (ii) that
such Holder has not been an affiliate (as defined in Rule 144) of the Company
during any of the ninety (90) preceding days, and (iii) as to such other matters
as may be appropriate in accordance with Rule 144, remove from the stock
certificates representing such Registrable Securities that portion of any
restrictive legend which relates to the registration provisions of the
Securities Act; and
6.5 Additional Information. The Company acknowledges and
agrees that the purposes of the requirements contained in this Section 6 are to
enable the Holders to comply with the current public information requirement
contained in Paragraph (c) of Rule 144 under the Securities Act should the
Holders ever wish to dispose of any of the securities of the Company acquired by
it without registration under the Securities Act in reliance upon Rule 144 (or
any other similar exemptive provision). The Company shall take such other
measures, and file such other information, documents and reports, as shall
hereafter be required by the SEC as a condition to the availability of Rule 144
under the Securities Act (or any similar provision hereafter in effect).
8
7. Standoff Agreement. In connection with any Company
underwritten public offering, if requested by the managing underwriter, the
Holders agree to enter into a lock-up agreement in which the Holders will agree,
to the extent requested, not to sell, agree or contract to sell, make any short
sale of, loan, grant any option or warrant for the purchase of, or otherwise
dispose of any Registrable Securities (other than those included in the public
offering, if any) without the prior written consent of the Company or the
underwriters for such period of time (not to exceed ninety (90) days) as may be
requested by the Board of Directors of the Company and the managing underwriter.
8. Termination of Rights. The provisions of this Agreement,
except the provisions in Sections 5 and 6 of this Agreement, shall terminate on
the date on which all Registrable Securities held by the Holders (and any
affiliate of the Holders with whom the Holders must aggregate its shares under
Rule 144) may be sold pursuant to Rule 144 in any three (3) month period.
9. Miscellaneous.
9.1 Transfer or Assignment of Registration Rights. The
rights to cause the Company to register the Registrable Securities under
Sections 2 and 3 hereof may be transferred or assigned by Barclays Bank PLC only
to the extent that the Warrants may be assigned.
9.2 Governing Law. This Agreement shall be governed by
and construed under the laws of the State of Texas as applied to agreements
entered into solely between residents of and to be performed entirely within
such state.
9.3 Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
9.4 Titles and Subtitles. The titles and subtitles used
in this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
9.5 Notices, Etc. All notices and other communications
required or permitted hereunder shall be in writing and shall be mailed by
first-class mail, postage prepaid, or otherwise delivered by hand or by
messenger, addressed (a) if to a Holder, at the address of such Holder on the
books of the Company, or at such other address as such Holder shall have
furnished to the Company in writing, or (b) if to the Company, at the address of
its principal offices.
9.6 Expenses. If any action at law or in equity
(including arbitration) is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees,
expenses and necessary disbursements in addition to any other relief to which
such party may be entitled.
9.7 Amendments and Waivers. Any term of this Agreement
may be amended with the written consent of the Board of Directors of the Company
and the Holders of at least fifty percent (50%) of the outstanding Registrable
Securities. Any amendment or waiver effected in
9
accordance with this Section 9.7 shall be binding upon the Holders, each
transferee of the Registrable Securities, each future holder of all such
Registrable Securities, and the Company.
9.8 Severability. If one or more provisions of this
Agreement are held to be unenforceable under applicable law, portions of such
provisions, or such provisions in their entirety, to the extent necessary, shall
be severed from this Agreement, and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.
9.9 Delays or Omissions. No delay or omission to exercise
any right, power or remedy accruing to any party to this Agreement, upon any
breach or default of any other party, shall impair any such right, power or
remedy of such non-breaching party nor shall it be construed to be a waiver of
any such breach or default, or an acquiescence therein, or of any similar breach
or default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party of any provisions or
conditions of this Agreement, must be made in writing and shall be effective
only to the extent specifically set forth in such writing. All remedies, either
under this Agreement, or by law or otherwise afforded to the Holders, shall be
cumulative and not alternative.
9.10 Entire Agreement. This Agreement and the documents
referred to herein constitute the entire agreement between the parties hereto
pertaining to the subject matter hereof and any other written or oral agreements
between the parties hereto are expressly canceled.
9.11 Aggregation of Stock. All Registrable Securities held
or acquired by affiliated entities or persons shall be aggregated for the
purposes of determining the availability of any right under this Agreement.
[Signature Page to Follow]
10
IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights
Agreement as of March 25, 2003.
COMPANY:
Toreador Resources Corporation
By: /s/ G. XXXXXX XXXXXX III
---------------------------------------
G. Xxxxxx Xxxxxx III, President and CEO
HOLDER:
Barclays Bank PLC
By: /s/ XXXXXX XXXXXXX
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
11
