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EXHIBIT 10.31
CONFORMED COPY
LIMITED LIABILITY COMPANY INTEREST
PURCHASE AGREEMENT
THIS LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT, dated as of
November 30, 2000 (this "Agreement"), is made among JV INVESTOR, LLC, a Delaware
limited liability company ("Original Investor"), HEALTHTRUST, INC.-THE HOSPITAL
COMPANY, a Delaware corporation ("HTI"), and each of the investors listed on
Schedule I hereto (collectively, the "Investors").
RECITALS
WHEREAS, each of Original Investor and HealthTrust MOB, LLC, a Delaware
limited liability company ("HTI Sub"), has contributed certain real property
assets to the capital of Medcap Properties, LLC, a Delaware limited liability
company (the "Company"), as described more completely in a Contribution and Sale
Agreement, dated as of July 1, 2000, among Original Investor, HTI Sub, the
Company, HTI and HCA-The Healthcare Company, a Delaware corporation ("HCA") (as
amended, modified or supplemented from time to time, the "Original Contribution
Agreement"); and
WHEREAS, in exchange for the capital contribution made by Original
Investor and pursuant to a Limited Liability Company Agreement, dated as of May
8, 2000, among Original Investor, HTI Sub and the other parties named therein
(the "Original Operating Agreement"; as amended and restated as of the date
hereof as described below, and as further amended, modified, supplemented or
restated from time to time, the "Operating Agreement"), the Company issued to
Original Investor 52,989 of its Class A Units (as defined in the Operating
Agreement); and
WHEREAS, the Investors desire to purchase from Original Investor, and
Original Investor desires to sell to the Investors, an aggregate of 51,336 of
the Class A Units, on the terms and subject to the conditions set forth herein;
and
WHEREAS, concurrently with the execution of this Agreement, Original
Investor, HTI Sub, the Investors and certain other parties will enter into an
Amended and Restated Operating Agreement, dated as of the date hereof, which
amends and restates the Original Operating Agreement in its entirety and
provides for the admission of the Investors as members of the Company, all as
more completely set forth therein.
NOW, THEREFORE, in consideration of the foregoing and the covenants,
agreements, representations and warranties contained in this Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
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ARTICLE I
DEFINED TERMS
1.1 Defined Terms. Capitalized terms used and not otherwise defined in
this Agreement have the meanings given to them in the Operating Agreement. In
addition, the following capitalized terms have the meanings set forth below:
"Class A Units" has the meaning given to it in the recitals to this
Agreement.
"Closing" has the meaning given to it in Section 2.2.
"Closing Date" has the meaning given to it in Section 2.2.
"Company" has the meaning given to it in the introductory paragraph of
this Agreement.
"Fundamental Representations" has the meaning given to it in Section
6.1.
"GECC Loan Agreement" means the Loan Agreement, dated as of July 17,
2000, between General Electric Capital Corporation, as lender, and the
Subsidiaries of the Company named therein, as borrowers, as amended, modified,
supplemented or restated from time to time.
"Governmental Authority" has the meaning given to it in the Original
Contribution Agreement.
"HCA" has the meaning given to it in the recitals to this Agreement.
"HTI Sub" has the meaning given to it in the recitals to this
Agreement.
"Indemnified Party" has the meaning given to it in Section 6.4(a).
"Indemnifying Party" has the meaning given to it in Section 6.4(a).
"Investment Documents" means, collectively, this Agreement, the
Registration Rights Agreement, the Operating Agreement, and all other documents
and instruments executed and certificates delivered, in each case, by or on
behalf of the Company, HTI, Original Investor or any Investor in connection with
the transactions contemplated by this Agreement.
"Investors" has the meaning given to it in the introductory paragraph
of this Agreement.
"Lien" means any security interest, lien, pledge, claim, charge,
escrow, encumbrance, option, right of first offer, right of first refusal,
preemptive right, mortgage, indenture, security agreement or other similar
agreement, arrangement, contract, commitment, understanding or obligation.
"Material Adverse Effect" means a material adverse effect on (i) the
business, condition (financial or otherwise), operations, business or assets of
the Company and its Subsidiaries, taken as a whole, or (ii) the ability of
Original Investor, HTI or the Company to perform its obligations under this
Agreement or any of the other Investment Documents to which it is a party.
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"Operating Agreement" has the meaning given to it in the recitals to
this Agreement.
"Original Closing Date" mean the Closing Date (as defined in the
Original Contribution Agreement).
"Original Contribution Agreement" has the meaning given to it in the
recitals to this Agreement.
"Original Investor" has the meaning given to it in the introductory
paragraph of this Agreement.
"Purchased Units" has the meaning given to it in Section 2.1.
"Registration Rights Agreement" means the Registration Rights
Agreement, dated as of the date hereof, among the Company and the Investors, as
amended, modified, supplemented or restated from time to time.
"Requirement of Law" means, with respect to any Person, any statute,
law, treaty, rule, regulation, order, decree, writ, injunction or determination
of any arbitrator or court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its property or to which
such Person or any of its property is subject.
"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
"Subsidiaries" has the meaning given to it in Section 3.5.
"Texas L.P." means Medical Office Buildings of Texas, L.P., a Delaware
limited partnership.
"Transaction Documents" means, collectively, the Original Contribution
Agreement, the Operations and Support Agreements, the Development and
Non-Compete Agreement, the Capital Improvement Fund Agreement, the Management
Agreement and the Investment Documents.
ARTICLE II
PURCHASE AND SALE OF UNITS
2.1 Purchase and Sale of Class A Units. On the terms and subject to the
conditions set forth herein, Original Investor agrees to sell to each Investor,
and each Investor agrees to purchase from Original Investor, at the Closing,
that number of Class A Units set forth opposite such Investor's name on Schedule
I for the purchase price set forth opposite such Investor's name on Schedule I
(all of the Class A Units being purchased pursuant to this Agreement,
collectively, the "Purchased Units").
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2.2 Closing. The closing (the "Closing") of the purchase and sale of
the Purchased Units and the consummation of the related transactions
contemplated hereby shall, subject to the satisfaction or waiver of the
applicable conditions set forth in Article V, take place at the offices of
Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx,
Xxxxxxxxx, at 10:00 a.m., local time, on November 30, 2000 or at such other
place, time and/or date as the parties hereto may agree in writing (the "Closing
Date"). At the Closing, each Investor shall deliver to Original Investor the
aggregate purchase price for the Purchased Units being purchased by it
hereunder, by wire transfer of immediately available funds to an account
designated in writing by Original Investor at least one business day prior to
the Closing Date. The parties acknowledge that the Company has not issued and
does not intend to issue certificates representing the Class A Units and that
Original Investor shall not have any obligation to deliver certificates to the
Investors at the Closing; provided that Original Investor agrees to deliver such
other documents and instruments as any Investor may reasonably request to
evidence the Purchased Units being purchased by such Investor hereunder and to
give further effect to the transactions contemplated hereby.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF ORIGINAL INVESTOR AND HTI
Original Investor and HTI represent and warrant to the Investors as
follows:
3.1 Organization, Power and Authority. Each of the Company and its
Subsidiaries (other than Texas L.P.) is a limited liability company duly formed,
validly existing and in good standing under the laws of the State of Delaware
and is duly qualified as a foreign limited liability company and is in good
standing in each jurisdiction where the nature of its business or the ownership
of its properties requires it to be so qualified. Texas L.P. is a limited
partnership duly formed, validly existing and in good standing under the laws of
the State of Delaware and is duly qualified as a foreign limited partnership and
is in good standing in each jurisdiction where the nature of its business or the
ownership of its properties requires it to be so qualified. Each of the Company
and its Subsidiaries has all requisite power and authority to own, lease and
operate its properties and to engage in its business as presently conducted and
as presently proposed to be conducted, and the Company has all requisite power
and authority to execute, deliver and perform this Agreement and each of the
other Investment Documents and to consummate the transactions contemplated
hereby and thereby. Original Investor is a limited liability company duly
formed, validly existing and in good standing under the laws of the State of
Delaware and has all requisite power and authority to execute, deliver and
perform this Agreement and each of the other Investment Documents to which it is
a party and to consummate the transactions contemplated hereby and thereby. HTI
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and has all requisite power and authority to
execute, deliver and perform this Agreement and each of the other Investment
Documents to which it is a party and to consummate the transactions contemplated
hereby and thereby.
3.2 Authorization, Execution and Enforceability. The execution,
delivery and performance by the Company of each of the Investment Documents to
which it is a party has been authorized by all requisite action on the part of
the Company. Each of the Investment
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Documents to which the Company is a party has been duly and validly executed and
delivered by the Company and constitutes the legal, valid and binding obligation
of the Company, enforceable against it in accordance with its terms. The
execution, delivery and performance by each of Original Investor and HTI of this
Agreement and each of the other Investment Documents to which it is a party has
been authorized by all requisite action on the part of Original Investor and
HTI, respectively. Each of this Agreement and the other Investment Documents to
which Original Investor or HTI is a party has been duly and validly executed and
delivered by Original Investor and HTI, respectively, and constitutes the legal,
valid and binding obligation of Original Investor and HTI, respectively,
enforceable against each of them in accordance with its terms.
3.3 No Violation. The execution, delivery and performance by the
Company of each of the Investment Documents to which it is a party, and
compliance by it with the terms thereof, do not and will not (i) violate any
provision of its certificate of formation or the Operating Agreement, (ii)
violate or conflict with any Requirement of Law applicable to the Company or any
of its Subsidiaries, or (iii) conflict with, result in a breach of or constitute
(with notice, lapse of time or both) a default under, or result in the creation
of any charge, claim, encumbrance or other Lien on any asset or property of the
Company or any of its Subsidiaries pursuant to, any agreement, contract,
indenture or other instrument to which the Company or any of its Subsidiaries is
a party, by which it or any of its Subsidiaries is bound or to which it or any
of its Subsidiaries is subject. The execution, delivery and performance by each
of Original Investor and HTI of this Agreement and each of the other Investment
Documents to which it is a party, and compliance by each of them with the terms
hereof and thereof, do not and will not (i) violate any provision of its
certificate of formation, operating agreement, certificate of incorporation or
bylaws, as applicable, (ii) violate or conflict with any Requirement of Law
applicable to it, or (iii) conflict with, result in a breach of or constitute
(with notice, lapse of time or both) a default under, any agreement, contract,
indenture or other instrument to which it is a party, by which it is bound or to
which it is subject.
3.4 Governmental Authorization; Third-Party Consents. No consent,
approval, authorization or other action by, notice to, or registration or filing
with, any Governmental Authority, third party or other Person is or will be
required as a condition to or otherwise in connection with the due execution,
delivery and performance by the Company of each of the Investment Documents to
which it is a party or the legality, validity or enforceability thereof, other
than the consents and approvals described on Schedule 3.4(a), each of which has
been obtained and is in full force and effect. No consent, approval,
authorization or other action by, notice to, or registration or filing with, any
Governmental Authority, third party or other Person is or will be required as a
condition to or otherwise in connection with the due execution, delivery and
performance by Original Investor or HTI of this Agreement and each of the other
Investment Documents to which it is a party or the legality, validity or
enforceability hereof or thereof, other than the consents and approvals
described on Schedule 3.4(b), each of which has been obtained and is in full
force and effect.
3.5 Subsidiaries. Schedule 3.5 contains a chart showing all of the
Subsidiaries of the Company as of the date hereof (collectively, the
"Subsidiaries") and, as to each such Subsidiary, the percentage ownership
(direct and indirect) of the Company in its membership interests and each direct
owner thereof. All of the outstanding membership interests in each Subsidiary
are duly authorized, validly issued, fully paid and nonassessable, and there are
no warrants, options,
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rights of acquisition or purchase (including preemptive, anti-dilution or
similar rights), or rights of conversion, call or exchange, with respect to any
membership interests in or equity securities of any Subsidiary or pursuant to
which any Subsidiary is or may become obligated to issue any membership
interests or equity securities.
3.6 Capitalization. Exhibit C to the Operating Agreement sets forth, as
of the date hereof and after giving effect to the consummation of the
transactions contemplated by this Agreement, (i) the number of issued and
outstanding Units of each class and (ii) the record owners of all such Units and
the number of Units held by each. The Purchased Units have been duly authorized
by all requisite action on the part of the Company, are validly issued, fully
paid and nonassessable and have been issued in compliance with the registration
and qualification requirements of all applicable federal and state securities
laws. Except as set forth in (a) the Operating Agreement and the Restricted
Equity Interest Agreements between the Company and each member of Management
(the "Restricted Equity Interest Agreements"), there are no warrants, options,
rights of acquisition or purchase (including preemptive, anti-dilution or
similar rights), or rights of conversion, call or exchange, with respect to any
membership interests in or equity securities of the Company or pursuant to which
the Company is or may become obligated to issue any membership interests or
equity securities, (b) the Operating Agreement and the Restricted Equity
Interest Agreements, the Company has no obligation (contingent or otherwise) to
purchase, redeem or otherwise acquire any of its membership interests or equity
securities or any interest therein or to make any distribution in respect
thereof, and (c) the Registration Rights Agreement, the Operating Agreement and
the Restricted Equity Interest Agreements, there is no agreement, restriction or
encumbrance (including any right of first refusal, right of first offer, proxy,
voting agreement, registration rights agreement, equityholders' agreement or
similar agreement) with respect to the purchase, sale or voting of any
membership interests in or equity securities of the Company (whether outstanding
or issuable upon conversion, exchange or exercise of outstanding securities).
3.7 Litigation. There are no actions, investigations, suits or
proceedings pending or, to the knowledge of Original Investor and HTI,
threatened, at law, in equity or in arbitration, before any court, other
Governmental Authority or other Person, (i) against or affecting the Company or
any of its Subsidiaries or any of their respective properties that would, if
adversely determined, be reasonably likely to have a Material Adverse Effect,
except as set forth on Schedule 4.13 to the Original Contribution Agreement, or
(ii) with respect to this Agreement, any of the other Investment Documents or
any of the transactions contemplated hereby or thereby.
3.8 Financial Statements. The Company has heretofore furnished to the
Investors copies of the unaudited consolidated balance sheet of the Company and
its Subsidiaries as of August 31, 2001, and the related statements of income,
cash flows and members' equity for the two-month period then ended. Such
financial statements have been prepared in accordance with generally accepted
accounting principles (subject to the absence of notes required by generally
accepted accounting principles and to normal year-end adjustments) and present
fairly in all material respects the consolidated financial condition of the
Company and its Subsidiaries as of the date thereof and the consolidated results
of operations of the Company and its Subsidiaries for the period then ended.
Except as fully reflected or reserved against in such financial statements and
except as would not be reasonably likely to have a Material Adverse Effect,
there
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are no liabilities or obligations with respect to the Company and its
Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise
and whether or not due), other than trade payables incurred in the ordinary
course of business.
3.9 No Material Adverse Change. Since August 31, 2000, there has not
been any material adverse change in the business, condition (financial or
otherwise), operations, business or assets of the Company and its Subsidiaries,
taken as a whole.
3.10 Compliance with Laws. Each of the Company and its Subsidiaries is
in compliance with all applicable Requirements of Law in respect of the conduct
of its business and the ownership and operation of its properties, except for
(i) such Requirements of Law the failure to comply with which, individually or
in the aggregate, would not be reasonably likely to have a Material Adverse
Effect, and (ii) violations of Requirements of Law existing on the Original
Closing Date or resulting from the contribution of assets to the Company
pursuant to the Original Contribution Agreement, which violations are described
on Schedule 3.10.
3.11 Employee Benefit Plans. Neither the Company nor any of its
Subsidiaries has any obligation or liability (whether actual or contingent,
direct or indirect) in respect of any "employee benefit plan" within the meaning
of such term under Section 3(3) of the Employment Retirement Income Security Act
of 1974, as amended. After giving effect to the transactions contemplated by
this Agreement, neither the Company nor any of its Subsidiaries will be a member
of a "controlled group of corporations" with, under "common control" with, or a
member of the same "affiliated service group" with, any Person other than the
Company or any of its Subsidiaries, within the meaning of such terms under
Sections 414(b), 414(c) or 414(m) of the Code.
3.12 Private Offering. The original offering, issuance and sale of the
Purchased Units by the Company to Original Investor was exempt from registration
under the Securities Act and from the registration and qualification
requirements of applicable state securities laws. No form of general
solicitation or general advertising was used by the Company or Original Investor
or its representatives in connection with the offer or sale of the Purchased
Units. Neither the Company nor Original Investor, or anyone acting on behalf of
either, has made any offer to sell the Purchased Units in such a manner as to
require the registration of the Purchased Units under the Securities Act or the
registration and qualification of the Purchased Units under any state securities
laws. Assuming the accuracy of the representations and warranties of the
Investors set forth in Article IV, the offering and sale of the Purchased Units
by Original Investor to the Investors is exempt from registration under the
Securities Act and from the registration and qualification requirements of
applicable state securities laws.
3.13 Broker's, Finder's Fees. There are no brokerage fees or
commissions, finder's fees or similar fees or commissions payable by the Company
or any of its Subsidiaries in connection with the transactions contemplated by
this Agreement.
3.14 GECC Loan Agreement. Each of the representations and warranties
contained in Article 6 of the GECC Loan Agreement (other than in Sections 6.1,
6.2, 6.3(1), 6.9, 6.11, 6.12 and 6.13 thereof) is true and correct as of the
date hereof as if originally made as of the date hereof; provided that, to the
extent that any such representations and warranties are qualified as
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to the knowledge of the Borrowers (as defined in the GECC Loan Agreement), then
for purposes of this Section and to such extent, such representations and
warranties are made only to the knowledge of Original Investor and HTI.
3.15 Original Contribution Agreement.
(a) Except as set forth on Schedule 3.15(a), the transactions
contemplated by the Original Contribution Agreement (including the transactions
described in Section 3.2 thereof) have been consummated in accordance with the
terms of the Original Contribution Agreement, without any amendment or waiver of
any material term thereof.
(b) Except as set forth on Schedule 3.15(b), each of the
representations and warranties contained in Article 4 of the Original
Contribution Agreement (other than in Sections 4.1, 4.4, 4.5, 4.6, 4.8, 4.12 and
4.21 thereof) is true and correct in all material respects as of the date hereof
as if originally made as of the date hereof; provided that, to the extent that
any such representations and warranties are qualified as to the knowledge of
HTI, then for purposes of this Section and to such extent, such representations
and warranties are made only to the knowledge of Original Investor and HTI. Each
of the rent rolls dated as of October 31, 2000 (the "Current Rent Rolls") made
available to the Investors is true and correct as of October 31, 2000 in all
material respects. Except as set forth on the Current Rent Rolls, the
Receivables Report dated as of September 30, 2000 attached hereto as Schedule
3.15(c), or Schedules 2.3(d), 2.3(g), 2.3(m) or 4.20(a) of the Original
Contribution Agreement, to the knowledge of Original Investor and HTI (i) each
Tenant Lease is a valid and subsisting agreement, in full force and effect, in
accordance with its terms; (ii) no material default by the landlord thereunder
exists and (iii) as of September 30, 2000, no monetary default by a Tenant under
its Tenant Lease has occurred or exists that remains uncured.
(c) The aggregate Closing Costs (as defined in the Original
Contribution Agreement) will not exceed $11,500,000.
3.16 Title to Purchased Units. Original Investor is the sole owner of
and has good and valid title to the Purchased Units, and upon consummation of
the transactions contemplated by this Agreement, Original Investor will have
transferred to each Investor, and each Investor will have acquired from Original
Investor, good and valid title to the Purchased Units being purchased by it, in
each case free and clear of all Liens of any nature whatsoever.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE INVESTORS
Each Investor represents and warrants to Original Investor as to itself
severally, and not jointly as to any other Investor, as follows:
4.1 Organization, Power and Authority. Such Investor (if it is a Person
other than an individual) is duly incorporated or formed, validly existing and
in good standing under the laws of its jurisdiction of incorporation or
formation and has all requisite power and authority to execute, deliver and
perform this Agreement and the other Investment Documents to which it is a
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party and to consummate the transactions contemplated hereby and thereby. Such
Investor (if he is an individual) has the power and capacity to execute, deliver
and perform this Agreement and the other Investment Documents to which he is a
party and to consummate the transactions contemplated hereby and thereby.
4.2 Authorization, Execution and Enforceability. The execution,
delivery and performance by such Investor of this Agreement and the other
Investment Documents to which it is a party has been authorized by all requisite
action on its part. Each of this Agreement and the other Investment Documents to
which such Investor is a party has been duly and validly executed and delivered
by such Investor and constitutes the legal, valid and binding obligation of such
Investor, enforceable against it in accordance with its terms.
4.3 Investment Representations. Solely for purposes of establishing
that the offering and sale of Purchased Units to such Investor is exempt from
the registration requirements of the Securities Act and comparable provisions of
applicable state securities laws and not in any way to mitigate the
responsibility or liability of HTI or Original Investor for any breach of the
representations and warranties made by it in this Agreement, on which such
Investor is relying in connection with its decision to invest in the Company:
(a) Such Investor is acquiring the Purchased Units hereunder for its
own account, for investment and not with a view to the distribution thereof in
violation of the Securities Act or applicable state securities laws.
(b) Such Investor understands that (i) the offering and sale of
Purchased Units have not been registered under the Securities Act or applicable
state securities laws by reason of their issuance by the Company, and subsequent
sale by Original Investor, in transactions exempt from the registration
requirements of the Securities Act and applicable state securities laws, and
(ii) the Purchased Units must be held by such Investor indefinitely unless a
subsequent disposition thereof is registered under the Securities Act and
applicable state securities laws or is exempt from registration.
(c) Such Investor further understands that the exemption from
registration afforded by Rule 144 promulgated under the Securities Act depends
on the satisfaction of various conditions, and that, if applicable, Rule 144 may
only afford the basis for sales of Purchased Units acquired hereunder only in
limited amounts.
(d) Such Investor has not employed any broker or finder in connection
with the transactions contemplated by this Agreement.
(e) Such Investor is an "accredited investor" (as defined in Rule
501(a) of Regulation D promulgated under the Securities Act). The Company has
made available to such Investor or its representatives all agreements,
documents, records and books that such Investor has requested relating to an
investment in the Purchased Units which may be acquired by such Investor
hereunder. Such Investor has had an opportunity to ask questions of, and receive
answers from, representatives acting on behalf of the Company concerning the
terms and conditions of this investment. Such Investor has such knowledge and
experience in financial and business matters that it is capable of evaluating
the risks and merits of this investment. Such Investor's
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representations in this subsection shall in no way limit the enforceability of
any representations made by Original Investor or the Company in any of the
Investment Documents.
(f) The state in which any offer to purchase shares hereunder was made
to or accepted by such Investor is the state shown as the Investor's address on
Schedule I.
(g) Such Investor was not formed for the purpose of investing solely in
the Purchased Units that may be acquired hereunder.
ARTICLE V
CONDITIONS TO CLOSING
5.1 Conditions to Obligations of the Investors. The obligation of each
Investor to purchase and pay for the Purchased Units being purchased by it
hereunder at the Closing is subject to the satisfaction, or waiver by such
Investor, of each of the following conditions on or prior to the Closing Date:
(a) Representations and Warranties; Compliance with this Agreement. The
representations and warranties contained in Article III shall be true and
correct in all material respects on and as of the Closing Date with the same
effect as though such representations and warranties had been made on and as of
the Closing Date (provided, however, that if any portion of any representation
or warranty is already qualified by materiality, then for purposes of
determining whether this Section 5.1(a) has been satisfied with respect to such
portion of such representation or warranty, such portion of such representation
or warranty as so qualified shall be true and correct in all respects); each of
Original Investor and the Company shall have performed and complied in all
material respects with all agreements and conditions contained in this Agreement
that are required to be performed or complied with by it on or prior to the
Closing Date; and the Investors shall have received a certificate of the
president, chief executive officer or chief financial officer of each of
Original Investor and the Company to the foregoing effect.
(b) Consents and Approvals. All consents, approvals, authorizations or
other actions by, notices to, or registrations or filings with, Governmental
Authorities, third parties or other Persons that are required or desirable as a
condition to or otherwise in connection with the execution, delivery and
performance of this Agreement and each of the other Investment Documents by the
Company, Original Investor or HTI or the legality, validity or enforceability
hereof or thereof shall have been obtained and be in full force and effect, and
the Investors shall have received copies thereof.
(c) No Litigation, Proceedings, etc. No action, proceeding,
investigation, regulation or legislation shall have been instituted, threatened
or proposed before any court, Governmental Authority or other Person, no order,
injunction or decree shall have been entered or enacted by any court or other
Governmental Authority, and no condition shall exist under any Requirement of
Law, in each case that seeks to or that would enjoin, restrain or prohibit, or
impose materially adverse conditions upon, this Agreement or any of the other
Transaction Documents, the purchase of the Purchased Units by the Investors
hereunder, or any of the transactions
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contemplated hereby or thereby, or that could reasonably be expected to have a
Material Adverse Effect.
(d) Investment Documents. The Operating Agreement and the Registration
Rights Agreement shall have been executed and delivered by all parties thereto
other than the Investors.
(e) Transaction Documents. Any amendments or modifications to or
restatements of any of the Transaction Documents (other than the Investment
Documents) requested by any of the Investors shall have been executed and
delivered by the parties thereto; each Transaction Document (including the
Investment Documents) shall be in form and substance satisfactory to the
Investors and shall be in full force and effect and enforceable against the
parties thereto in accordance with its terms; and each Investor shall have
received true, complete and correct copies of the Transaction Documents and such
other documents as it shall have reasonably requested in connection with the
transactions contemplated hereby.
(f) Supporting Documents. The Investors shall have received the
following:
(i) a good standing certificate as of a recent date as to each of
the Company and Original Investor, from of the Secretary of State of
Delaware;
(ii) a certificate of the secretary or an assistant secretary of
the Company, in form and substance reasonably satisfactory to the
Investors, dated as of the Closing Date and certifying (A) that
attached thereto are true, correct and complete copies of the
Certificate of Formation of the Company, as certified by the Secretary
of State of Delaware as of a recent date, and the Operating Agreement,
each as in effect on the date of such certification, and that each has
not been amended except as reflected therein and remains in full force
and effect, (B) that attached thereto is a true, correct and complete
copy of the resolutions adopted by the Board of Governors of the
Company authorizing the execution, delivery and performance of this
Agreement and the other Investment Documents, and that such resolutions
remain in full force and effect, and (C) as to the incumbency and
specimen signature of all officers of the Company executing this
Agreement or any of the other Investment Documents or any other
document, certificate or instrument furnished pursuant hereto or
thereto on behalf of the Company, and attaching all such documents
referred to therein; and
(iii) a certificate of the secretary or an assistant secretary of
Original Investor, in form and substance reasonably satisfactory to the
Investors, dated as of the Closing Date and certifying (A) that
attached thereto are true, correct and complete copies of the
Certificate of Formation of Original Investor, as certified by the
Secretary of State of Delaware as of a recent date, and its operating
agreement (if any), each as in effect on the date of such
certification, and that each has not been amended except as reflected
therein and remains in full force and effect, (B) that attached thereto
is a true, correct and complete copy of the resolutions adopted by the
sole member of Original Investor authorizing the execution, delivery
and performance of this Agreement and the other Investment Documents to
which it is a party and the sale of the Purchased Units to the
Investors, and that such resolutions remain in full force and effect,
and (C) as to the incumbency and specimen signature of all officers of
Original Investor executing this
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Agreement or any of the other Investment Documents to which it is
a party or any other document, certificate or instrument furnished
pursuant hereto or thereto on behalf of Original Investor, and
attaching all such documents referred to therein.
(g) Opinion of Counsel. Each Investor shall have received an opinion of
Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, PLLC, counsel to the Company, Original Investor
and HTI, addressed to the Investors, dated as of the Closing Date and in form
and substance reasonably satisfactory to the Investors.
5.2 Conditions to Obligations of Original Investor. The obligation of
Original Investor to sell the Purchased Units to the Investors at the Closing is
subject to the satisfaction, or waiver by Original Investor, of each of the
following conditions on or prior to the Closing Date:
(a) Payment for the Purchased Units. Each Investor shall have paid to
Original Investor the purchase price for the Purchased Units being purchased by
it as set forth on Schedule I.
(b) Representations and Warranties; Compliance with this Agreement. The
representations and warranties of the Investors contained in Article IV shall be
true and correct in all material respects on and as of the Closing Date with the
same effect as though such representations and warranties had been made on and
as of the Closing Date (provided, however, that if any portion of any
representation or warranty is already qualified by materiality, then for
purposes of determining whether this Section 5.2(b) has been satisfied with
respect to such portion of such representation or warranty, such portion of such
representation or warranty as so qualified shall be true and correct in all
respects); each Investor shall have performed and complied in all material
respects with all agreements and conditions contained in this Agreement that are
required to be performed or complied with by it on or prior to the Closing Date;
and Original Investor shall have received a certificate of an executive officer
of each Investor to the foregoing effect (with respect to such Investor only).
(c) Investment Documents. The Operating Agreement and the Registration
Rights Agreement shall have been executed and delivered by the Investors.
(d) Opinion of Counsel. Original Investor shall have received (i) an
opinion of Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A., counsel to First Union, and (ii)
an opinion of Xxxxxx X. Xxxxxxx, counsel to CapitalSource, each addressed to
Original Investor, dated as of the Closing Date and in form and substance
reasonably satisfactory to Original Investor.
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ARTICLE VI
INDEMNIFICATION
6.1 Survival of Representations and Warranties. Notwithstanding any
investigation made at any time by or on behalf of any party hereto, all
representations and warranties contained in this Agreement or made in writing by
or on behalf of any party hereto in connection with the transactions
contemplated by this Agreement shall survive the execution and delivery of this
Agreement and the Closing until the second anniversary of the "Closing Date" (as
such term is defined in the Original Contribution Agreement); provided, however,
that the representations and warranties contained in Sections 3.1, 3.2, 3.6,
3.16, 4.1 and 4.2 (collectively, the "Fundamental Representations") shall
survive indefinitely.
6.2 Indemnification by HTI and Original Investor.
(a) Subject to the limitations set forth in this Article VI, HTI and
Original Investor shall, jointly and severally, indemnify, defend and hold
harmless the Investors and their respective Affiliates, officers, directors,
managers, stockholders, members, employees, counsel, agents and assigns from and
against any and all claims, causes of action, suits, proceedings, demands,
judgments, losses, damages, costs, expenses and liabilities whatsoever,
including fees and expenses of counsel for investigating or defending any action
or threatened action (collectively, "Investor Losses"), arising out of,
resulting from or based upon any breach of any representation, warranty,
covenant or agreement of Original Investor and/or HTI contained in this
Agreement.
(b) Notwithstanding the foregoing:
(i) No indemnification shall be required under Section 6.2(a) until
the aggregate amount of Investor Losses thereunder exceeds $2,000,000,
after which HTI and Original Investor shall be obligated for the full
amount of all Investor Losses in excess of $2,000,000; provided,
however, that the foregoing limitation shall not apply with respect to
(A) any breach of any Fundamental Representation, (B) any breach of the
representations and warranties contained in Section 3.15(b) (a "Section
3.15(b) Breach"), to the extent the underlying breach of any
representation or warranty in the Original Contribution Agreement that
gives rise to such Section 3.15(b) Breach existed on the Original
Closing Date, or (C) any Investor Losses arising from any claim that is
subject to indemnification pursuant to Section 12.2(iii), 12.2(iv) or
12.2(v) of the Original Contribution Agreement; and
(ii) With respect to any Investor Losses arising out of, resulting
from or based upon a Section 3.15(b) Breach (including, for purposes of
this clause (ii), any Section 3.15(b) Breach that also constitutes a
breach of any of the representations and warranties contained in
Section 3.7), the indemnification obligations of HTI and Original
Investor under Section 6.2(a) shall be limited to an amount equal to
the indemnification obligations of HTI under Article 12 of the Original
Contribution Agreement in respect of the breach by HTI of the
representation or warranty in the Original Contribution Agreement
underlying such Section 3.15(b) Breach; provided that the preceding
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limitation shall not apply to any such Section 3.15(b) Breach to the
extent the underlying breach of any representation or warranty in the
Original Contribution Agreement that gives rise to such Section 3.15(b)
Breach did not exist on the Original Closing Date.
6.3 Indemnification by Investors.
(a) Subject to the limitations set forth in this Article VI, each
Investor shall, severally as to itself only and not as to any other Investor,
indemnify, defend and hold harmless the Company and Original Investor and their
respective Affiliates, officers, directors, managers, agents and members from
and against any and all Losses (collectively, "Company Losses") arising out of,
resulting from or based upon any breach of any representation, warranty,
covenant or agreement of such Investor contained in this Agreement.
(b) Notwithstanding the foregoing, no indemnification shall be required
under Section 6.3(a) until the aggregate amount of Company Losses thereunder
exceeds $2,000,000, after which each Investor shall be severally obligated (as
provided in Section 6.3(a)) for the full amount of all Company Losses arising
out of, resulting from or based upon any breach of any representation, warranty,
covenant or agreement of such Investor (but not of any other Investor) contained
in this Agreement; provided, however, that the foregoing limitation shall not
apply with respect to any breach of any Fundamental Representation.
6.4 Procedure for Indemnification - Third-Party Claims.
(a) If any Person shall claim indemnification hereunder arising from
any claim or demand of a third party, the party seeking indemnification (the
"Indemnified Party") shall notify the party from whom indemnification is sought
(the "Indemnifying Party") in writing of the same within thirty (30) days of
receipt of such written assertion of a claim or liability including the basis
for such claim or demand, setting forth the nature of the claim or demand in
reasonable detail. Should the Indemnified Party fail to notify the Indemnifying
Party within the time frame required above, the indemnity with respect to the
subject matter of the required notice shall continue, but shall be limited to
the damages that would have nonetheless resulted absent the Indemnified Party's
failure to notify the Indemnifying Party in the time required above after taking
into account such actions as could have been taken by the Indemnifying Party had
it received timely notice from the Indemnified Party.
(b) If any legal proceeding or action is brought by a third party
against an Indemnified Party and the Indemnified Party gives notice to the
Indemnifying Party pursuant to Section 6.4(a), the Indemnifying Party will be
entitled to participate in such proceeding and, to the extent that it wishes, to
assume the defense of such proceeding, if (i) the Indemnifying Party provides
written notice to the Indemnified Party of its intention to undertake such
defense and acknowledges that it will indemnify the Indemnified Party against
all claims for indemnification resulting from or relating to such third party
claim as provided in this Article VI, (ii) the Indemnifying Party furnishes
evidence reasonably acceptable to the Indemnified Party that it has the
financial resources to defend against the third party claim and to fulfill its
indemnification obligations hereunder, and (iii) the Indemnifying Party conducts
the defense of the third party claim actively and diligently with counsel
reasonably satisfactory to the Indemnified Party. The Indemnified Party shall,
in its sole discretion, have the right to employ separate counsel of its
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choosing in any such action and to participate in the defense thereof, and the
fees and expenses of such counsel shall be paid by the Indemnified Party. If the
Indemnifying Party assumes the defense of a proceeding, (A) no compromise or
settlement of such claims may be effected by the Indemnifying Party without the
Indemnified Party's consent unless (1) there is no finding or admission of any
violation of law or any violation of the rights of any Person and no effect on
any other claims that may be made against the Indemnified Party, and (2) the
sole relief provided is monetary damages that are paid in full by the
Indemnifying Party, and (B) the Indemnified Party will have no liability with
respect to any compromise or settlement of such claims effected without its
consent, which consent shall not be unreasonably withheld or delayed.
(c) If (i) notice is given to the Indemnifying Party of the
commencement of any proceeding and the Indemnifying Party does not, within ten
(10) days after the Indemnified Party's notice is given, give notice to the
Indemnified Party of its election to assume the defense of such proceeding, (ii)
any of the conditions set forth in clauses (i) through (iv) of Section 6.4(b) is
not satisfied at any applicable time, or (iii) the Indemnified Party determines
in good faith that there is a reasonable probability that a proceeding may
adversely affect it other than as a result of monetary damages for which it
would be entitled to indemnification from the Indemnifying Party hereunder, the
Indemnified Party will (upon further notice to the Indemnifying Party) have the
right to undertake the defense, compromise or settlement of such claim; provided
that the Indemnifying Party will reimburse the Indemnified Party promptly upon
demand from time to time for the costs of defending against the third-party
claim (including reasonable attorneys' fees and expenses) and the Indemnifying
Party will remain responsible for any indemnifiable amounts arising from or
related to such third party claim to the fullest extent provided in this Article
VI. The Indemnifying Party may elect to participate in such proceedings,
negotiations or defense at any time at its own expense.
6.5 Notice of Claim. If an Indemnified Party becomes aware of any
breach of any of the representations or warranties of the Indemnifying Party
hereunder or any other basis for indemnification under this Article VI (except
as otherwise provided for under Section 6.4), the Indemnified Party shall notify
the Indemnifying Party in writing of the same within forty-five (45) days after
becoming aware of such breach or claim, specifying in detail the circumstances
and facts which give rise to a claim under this Article VI. Should the
Indemnified Party fail to notify the Indemnifying Party within the time frame
required above, the indemnity with respect to the subject matter of the required
notice shall continue, but shall be limited to the damages that would have
nonetheless resulted absent the Indemnified Party's failure to notify the
Indemnifying Party in the time required above after taking into account such
actions as could have been taken by the Indemnifying Party had it received
timely notice from the Indemnified Party.
6.6 Exclusive Remedy. The rights accorded to the Indemnified Parties
under this Article VI shall be the sole and exclusive rights and remedies
exercisable by such parties with respect to any losses arising out of any breach
of any representation, warranty, covenant or agreement set forth in this
Agreement or any of the other Investment Documents, and no party hereto shall
have any other remedy (whether at law, in equity or otherwise) against another
party with respect thereto, all such other remedies hereby being waived to the
greatest extent permitted by applicable law.
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ARTICLE VII
MISCELLANEOUS
7.1 Expenses. Original Investor will pay (or will cause the Company to
pay), promptly upon demand therefor, up to $200,000 of the reasonable
out-of-pocket costs and expenses incurred by the Investors that are documented
to the Company's reasonable satisfaction (including the reasonable fees and
expenses of counsel to the Investors) in connection with the transactions
contemplated hereby.
7.2 Entire Agreement/Amendment. This Agreement supersedes all previous
contracts, and constitutes the entire agreement of whatsoever kind or nature
existing between or among the parties respecting the subject matter contained
herein and no party shall be entitled to benefits other than those specified
herein. As between or among the parties, no oral statements or prior written
material not specifically incorporated herein shall be of any force and effect.
The parties specifically acknowledge that in entering into and executing this
Agreement, the parties rely solely upon the representations and agreements
contained in this Agreement and no others, except as otherwise expressly
provided herein. All prior representations or agreements, whether written or
verbal, not expressly incorporated herein are superseded and no changes in or
additions to this Agreement shall be recognized unless and until made in writing
and signed by all parties hereto. This Agreement may be executed in two or more
counterparts, each and all of which shall be deemed an original and all of which
together shall constitute but one and the same instrument. Except as may be
otherwise specifically provided herein, no amendment, modification or waiver of,
or consent to departure from, any provision of this Agreement shall be effective
unless made in a writing signed by all of the parties hereto.
7.3 Divisions and Headings. The divisions of this Agreement into
sections and subsections and the use of captions and headings in connection
therewith are solely for convenience and shall have no legal effect in
construing the provisions of this Agreement.
7.4 Gender and Number. Whenever the context of this Agreement requires,
the gender of all words herein shall include the masculine, feminine and neuter,
and the number of all words herein shall include the singular and plural.
7.5 Severability. In the event any provision of this Agreement is held
to be invalid, illegal or unenforceable for any reason and in any respect, such
invalidity, illegality, or unenforceability shall in no event affect, prejudice
or disturb the validity of the remainder of this Agreement, which shall be and
remain in full force and effect, enforceable in accordance with its terms.
7.6 Governing Law and Venue. This Agreement shall be construed and
enforced in accordance with the laws of the State of Tennessee without regard to
its principles of conflicts of laws. Each party hereby irrevocably and
unconditionally consents to venue in any state or federal court located in the
City of Nashville, Tennessee (the "Nashville Courts") for any litigation arising
out of or relating to this Agreement, and each party hereby waives any objection
to the laying of venue of any such litigation in the Nashville Courts and agrees
not to plead or claim in any Nashville Court that such litigation brought
therein has been brought in an
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inconvenient forum. Each party hereby irrevocably and unconditionally consents
to a Nashville Court applying Tennessee law to any litigation arising out of or
relating to this Agreement.
7.7 Benefit/Assignment. Subject to provisions herein to the contrary,
this Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective legal representatives, successors and assigns. Each
Investor may assign its rights under this Agreement to any Person in connection
with any transfer of Purchased Units made pursuant to and in accordance with the
terms of the Operating Agreement, and such rights may be further assigned in any
subsequent transfer of such Purchased Units made pursuant to and in accordance
with the terms of the Operating Agreement; provided that any such transferee may
exercise those rights only to the extent that the transferring Investor would be
entitled to exercise such rights, and such transferee shall be subject to all
defenses and rights of set-off that would be available against the Investor from
whom such transferee's rights arise. Neither HTI nor Original Investor may
assign any of its rights or obligations under this Agreement without the prior
written consent of the Investors. Except as expressly provided in Article VII,
this Agreement is intended solely for the benefit of the parties hereto and is
not intended to, and shall not, create any enforceable third party beneficiary
rights.
7.8 Waiver. Failure by any party to enforce any of the provisions
hereof for any length of time shall not be deemed a waiver of its rights set
forth in this Agreement. Such a waiver may be made only by an instrument in
writing signed by the party sought to be charged with the waiver. No waiver of
any condition or covenant of this Agreement shall be deemed to imply or
constitute a further waiver of the same or any other condition or covenant, and
nothing contained in this Agreement shall be construed to be a waiver on the
part of the parties of any right or remedy at law or in equity or otherwise.
7.9 Attorneys' Fees. In the event a party elects to incur legal
expenses to enforce or interpret any provision of this Agreement by judicial
proceedings, the prevailing party will be entitled to recover such legal
expenses, including, without limitation, reasonable attorneys' fees, costs and
necessary disbursements at all court levels, in addition to any other relief to
which such party shall be entitled. The provisions of this Section 7.9 shall
survive the Closing or earlier termination of this Agreement.
7.10 Time. Time is of the essence with respect to all provisions of
this Agreement.
7.11 Business Day. Should any due date for performance hereunder fall
on a Saturday, Sunday or legal holiday, then such performance shall be deemed
timely if made on the first business day following such Saturday, Sunday or
legal holiday.
7.12 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE
RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY
AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE INCLUDING, BUT
NOT LIMITED TO, THE CONSTITUTION OF THE UNITED STATES OR ANY STATE THEREIN,
COMMON LAW OR ANY APPLICABLE STATUTE OR REGULATIONS. EACH PARTY HERETO
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ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND
TRIAL BY JURY.
7.13 Notice. All notices given pursuant to this Agreement shall be in
writing and shall be deemed effective when personally delivered, when received
by telefax or overnight courier, or five (5) days after being deposited in the
United States mail, with postage prepaid thereon, certified or registered mail,
return receipt requested. For purposes of notice, the addresses of the parties
shall be (i) as to HTI or Original Investor, Xxx Xxxx Xxxxx, X.X. Xxx 000,
Xxxxxxxxx, Xxxxxxxxx 00000-0000, Attention: Xxxxxx X. Xxxxxxxxx, and (ii) as to
any Investor, such Investor's address as indicated on Schedule I, or in any case
to such other address, and to the attention of such other person or officer, as
any party may designate, with copies thereof to the respective counsel thereof
as notified by such party.
7.14 Schedules and Other Instruments. Each Schedule and Exhibit to this
Agreement shall be considered a part hereof as if set forth herein in full. Any
other provision herein to the contrary notwithstanding, all Schedules, Exhibits
or other instruments provided for herein and not delivered at the time of
execution of this Agreement or which are incomplete at the time of execution of
this Agreement shall be delivered or completed within ten (10) days after the
date hereof or prior to Closing, whichever is sooner; and it shall be deemed a
condition precedent to the obligations of the party to whom such Schedule,
Exhibit or other instrument is to be delivered hereunder that each such
Schedule, Exhibit or other instrument shall meet with the approval of such
party. If a party, in its sole discretion, determines that it should not
consummate the transactions contemplated by this Agreement because of any
information contained in a Schedule, Exhibit or other instrument that is
delivered to such party after the execution of this Agreement, then such party
may terminate this Agreement on or before Closing by giving written notice
thereof to the other party or parties.
7.15 Additional Assurances. The provisions of this Agreement shall be
self-operative and shall not require further agreement by the parties except as
may be herein specifically provided to the contrary; provided, however, at the
request of a party, the other party or parties shall execute such additional
instruments and take such additional actions as the requesting party may deem
necessary to effectuate this Agreement.
7.16 No Brokerage. The parties hereto represent to each other that no
broker has in any way been contacted in connection with the transactions
contemplated hereby. Each party agrees to indemnify the other parties from and
against all loss, cost, damage or expense arising out of claims for fees or
commissions of brokers employed or alleged to have been employed by such
indemnifying party. The provisions of this Section 7.16 shall survive the
Closing or earlier termination of this Agreement.
7.17 Public Announcements. The parties agree that no party hereto shall
release, publish or otherwise make available to the public in any manner
whatsoever any information or announcement regarding the transactions herein
contemplated without the prior written consent of all parties, except for
information and filings reasonably necessary to be directed to governmental
agencies to fully and lawfully effect the transactions herein contemplated or
required in connection with securities and other laws.
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7.18 Waiver of Breach. The waiver by any party of a breach or violation
of any provision of this Agreement shall not operate as, or be construed to
constitute, a waiver of any subsequent breach of the same or any other provision
hereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
HEALTHTRUST, INC.-THE HOSPITAL COMPANY
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------------
Title: VP
-------------------------------------
JV INVESTOR, LLC
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------------
Title: VP
-------------------------------------
INVESTORS:
FIRST UNION MERCHANT BANKING 2000, LLC
By: /s/ Xxxxx X. Xxxxx, Xx.
----------------------------------------
Title: Principal
-------------------------------------
CAPITALSOURCE HOLDINGS LLC
By: /s/
----------------------------------------
Title: Senior Vice President, General
Counsel
-------------------------------------
(signatures continued)
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/s/ Xxxxxxx X. Xxxxx
-------------------------------------
Xxxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxx
-------------------------------------
Xxxxxxx X. Xxxxx
[Certain exhibits and schedules to this Exhibit have been omitted,
but shall be furnished to the Commission upon request.]
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SCHEDULE I
Investors
---------------------------------------------------------------------------------------------------------
Name and Address of Investor Number of Purchased Units Purchase Price
---------------------------- ------------------------- --------------
---------------------------------------------------------------------------------------------------------
First Union Merchant Banking 2000, LLC 23,500 $23,500,000.00
Xxx Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx XX0000
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxx, Xx.
---------------------------------------------------------------------------------------------------------
CapitalSource Holdings LLC 8,000 $8,000,000.00
0000 Xxxxxxxxxxx Xxxxxx, X.X. Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxxxxx
---------------------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxx 14,836 $14,836,000.00
0000 Xxxxxxxx Xxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
---------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxx 5,000 $5,000,000.00
X.X. Xxx 0
Xxxxxxxxx, Xxxxxxxxx 00000
---------------------------------------------------------------------------------------------------------
