Exhibit 4
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WYNDHAM INTERNATIONAL, INC.
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STOCKHOLDERS' AGREEMENT
BY AND AMONG
THE STOCKHOLDERS NAMED
ON THE SIGNATURE PAGES HERETO
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Dated as of June 29, 1999
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TABLE OF CONTENTS
Section Heading Page
Article 1. Certain Definitions...........................................1
Article 2. Board of Directors............................................7
Section 2.1.Board of Directors......................................7
Article 3. Restrictions on Transfer......................................7
Section 3.1.Restrictions on Transfer................................8
Section 3.2.Exceptions to Restrictions..............................8
Section 3.3.Binding Effect on Transferees...........................9
Section 3.4.Notifications Regarding Transfers.......................9
Section 3.5.Restrictions on Conversion..............................9
Article 4. Tag-Along Rights; Drag-Along Rights..........................10
Section 4.1.Tag-Along Rights.......................................11
Section 4.2.Drag-Along Rights......................................11
Article 5. Registration Rights..........................................12
Section 5.1.Registration Rights....................................12
Article 6. Miscellaneous................................................13
Section 6.1.Further Actions; Cooperation...........................13
Section 6.2.Successors and Assigns.................................13
Section 6.3.Representatives........................................14
Section 6.4.Amendment; Modification; Waiver........................14
Section 6.5.Notices................................................14
Section 6.6.Entire Agreement: Governing Law........................14
Section 6.7.Injunctive Relief......................................15
Section 6.8 Headings...............................................15
Section 6.9.Recapitalizations, Exchanges, Etc. Affecting the Shares
of Common Stock; New Issuances.........................15
Section 6.10.Counterparts..........................................15
Section 6.11.Jurisdiction; Forum...................................16
Section 6.12.Termination...........................................16
STOCKHOLDERS' AGREEMENT (this "Agreement"), dated as of June 29,
1999, by and among the parties named on the signature pages hereto
(collectively, the "Stockholders") and such other persons that become
parties to this Agreement as described herein.
W I T N E S S E T H:
WHEREAS, pursuant to (i) a Securities Purchase Agreement, dated as of
February 18, 1999, as amended, by and among Wyndham International, Inc.
(the "Company"), Patriot American Hospitality, Inc. ("Patriot"), Wyndham
International Operating Partnership, L.P., Patriot American Hospitality
Partnership, L.P. and the persons identified therein as Investors (the
"Original Investors") and (ii) Assignment and Assumption Agreements by and
among the Company, Patriot and the Stockholders, the Stockholders will
purchase shares of Series B Convertible Preferred Stock (the "Shares") of
the Company; and
WHEREAS, the parties hereto deem it in their best interests to enter
into this Agreement in order to govern certain of their rights, duties and
obligations in connection with their investment in the Company; and
WHEREAS, the parties hereto also desire to restrict the sale,
assignment, transfer, encumbrance or other disposition of their securities
of the Company and to provide for certain rights and obligations with
respect thereto as hereinafter provided.
NOW, THEREFORE, in consideration of the mutual agreements and
understandings set forth herein, the parties hereto hereby agree as
follows:
Article 1. Certain Definitions
As used in this Agreement, the following terms shall have the
following respective meanings:
"Affiliate" means, as to any Person, (a) any Person which directly or
indirectly controls, is controlled by, or is under common control with such
Person, (b) any Person who is a director, officer, partner or principal of
such Person or of any Person which directly or indirectly controls, is
controlled by, or is under common control with such Person, and (c) any
individual who is a member of the immediate family of any Person described
in clause (a) or clause (b) above. For purposes of this definition,
"control" of a Person shall mean the power, direct or indirect, (i) to vote
or direct the voting of 5% or more of the Voting Stock of such Person or
(ii) to direct or cause the direction of the management and policies of
such Person whether by ownership of Capital Stock, by contract or
otherwise.
"Agreement" means this Agreement as in effect on the date hereof and
as hereafter from time to time amended, modified or supplemented in
accordance with the terms hereof.
"Apollo Investors" means Apollo Real Estate Investment Fund IV, L.P.,
Apollo Investment Fund IV, L.P., Strategic Real Estate Investments I, LLC
and their respective Permitted Assignees and Permitted Third Party
Transferees.
"Apollo Stockholder" means, collectively, Apollo Management IV, L.P.
and Apollo Real Estate Management IV, L.P.
"Beacon Affiliate" means any director or officer, or member of the
immediate family of a director or officer, of any entity that is included
within the definition of "Beacon Stockholder" in office at the time of the
relevant determination, and any corporation, partnership, limited liability
company, trust or other entity that is controlled by, or the equity
interests of which are owned by, any of the foregoing individuals.
"Beacon Stockholder" means, collectively, Beacon Capital Partners,
L.P., Beacon Capital Partners, Inc., BCP Voting, Inc., as voting trustee of
the First Beacon Voting Trust, and any other entity that is an Affiliate of
Beacon Capital Partners, L.P. that becomes a trustee of the First Beacon
Voting Trust or the Second Beacon Voting Trust, if formed, and any
successors thereto.
"Beacon Voting Trust" means, collectively, the First Beacon Voting
Trust and the Second Beacon Voting Trust.
"Beacon Voting Trust Agreement" means, collectively, (i) the Voting
Trust Agreement, dated as of June 8, 1999, as amended, by and between
Beacon Capital Partners, L.P., as the initial beneficiary of the First
Beacon Voting Trust, and BCP Voting, Inc, as trustee of the First Beacon
Voting Trust, an accurate copy of which has been provided to the Lead
Stockholders, and (ii) if the Second Beacon Voting Trust is formed, the
Voting Trust Agreement to be entered into by and between Beacon Capital
Partners, L.P., as the initial beneficiary of the Second Beacon Voting
Trust, and the trustee of the Second Beacon Voting Trust; provided, that
(x) the proposed form of the Voting Trust Agreement for the Second Beacon
Voting Trust and the proposed form of any amendment to the Voting Trust
Agreement for the First Beacon Voting Trust or the Second Beacon Voting
Trust shall be provided to the Lead Stockholders for their review at least
ten days in advance of the earlier of its execution or distribution and (y)
the Lead Stockholders shall have approved in advance of the earlier of its
execution or distribution any provision of the Second Beacon Voting Trust
or any amendment to the Voting Trust Agreement for the First Beacon Voting
Trust or the Second Beacon Voting Trust that alters or is otherwise
inconsistent with the definition of "Permitted Voting Trust Transfer"
contained in this Agreement or any other provision affecting those matters
addressed in this Agreement.
"Board of Directors" means the Board of Directors of the Company as
from time to time hereafter constituted.
"By-Laws" means the By-Laws of the Company in effect on the date
hereof and as hereafter further amended.
"Capital Stock" means and includes (i) any and all shares, interests,
participations or other equivalents of or interests in (however designated)
corporate stock of any Person, including, without limitation, shares of
preferred or preference stock, (ii) all partnership interests (whether
general or limited) in any Person which is a partnership, (iii) all
membership interests or limited liability company interests in any limited
liability company and (iv) all equity or ownership interests in any Person
of any other type.
"Certificate of Incorporation" means the Certificate of Incorporation
of the Company as in effect on the date hereof and as hereafter amended,
modified, supplemented or restated.
"Class A Common Stock" means the Class A common stock, par value
$0.01 per share, of the Company.
"Class B Common Stock" means the Class B common stock, par value
$0.01 per share, of the Company.
"Common Stock" means the Class A Common Stock and Class B Common
Stock or, if the Company's common stock ceases to be so designated, the
common stock, par value $0.01 per share, of the Company.
"Company" means Wyndham International, Inc., a Delaware corporation,
and any successor thereto.
"Equity Securities" means the Common Stock and Preferred Stock and
any other securities convertible into, exercisable for or exchangeable with
Common Stock or Preferred Stock and other equity security issued by the
Company.
"First Beacon Voting Trust" means the Beacon Capital Partners, L.P.
Voting Trust.
"Lead Stockholders" means the Apollo Stockholder and the Xxx
Stockholder; provided that if either of the Lead Stockholders and its
respective Affiliates cease to collectively beneficially own at least 10%
of the shares of Common Stock (including shares of Common Stock issuable
upon conversion of securities convertible, exchangeable or exercisable for
shares of Common Stock) beneficially owned by such Lead Stockholder and its
Affiliates immediately following the closing of the transactions
contemplated by the Securities Purchase Agreement, then such Lead
Stockholder shall cease to be a Lead Stockholder.
"Xxx Director Percentage" means (i) the total number of shares of
Common Stock (including, without duplication, shares of Common Stock
issuable upon conversion of securities convertible, exchangeable or
exercisable for shares of Common Stock) beneficially owned by the Xxx
Investors (excluding open market purchases) divided by (ii) the total
number of shares of Common Stock (including, without duplication, shares of
Common Stock issuable upon conversion of securities convertible,
exchangeable or exercisable for shares of Common Stock) beneficially owned
by the Apollo Investors and the Xxx Investors (excluding open market
purchases).
"Xxx Investors" means Xxxxxx X. Xxx Equity Fund IV, L.P., Xxxxxx X.
Xxx Foreign Fund IV, L.P., Xxxxxx X. Xxx Charitable Investment L.P.,
THL-CCI Limited Partnership, the Beacon Stockholder and their respective
Permitted Assignees and Permitted Third Party Transferees.
"Xxx Stockholder" means THL Equity Advisors IV, LLC, in its capacity
as general partner of Xxxxxx X. Xxx Equity Fund IV, L.P.
"Permitted Assignee" shall have the same meaning as set forth in the
Securities Purchase Agreement.
"Permitted Beacon Voting Trust Transfer" means a transfer of Shares
through a termination of the Beacon Voting Trust on or after the second
anniversary of the date of this Agreement that complies with each of the
following requirements: (i) the termination shall be made pursuant to
Section 15(a)(iv) of the Beacon Voting Trust Agreement at the request of
beneficiaries of the Beacon Voting Trust that shall not include the Beacon
Stockholder or any Beacon Affiliate, such termination shall not have been
directly or indirectly proposed, solicited or encouraged by the Beacon
Stockholder (other than the required action as trustee under such Section
15(a)(iv)) or by any Beacon Affiliate and the Beacon Stockholder and the
Beacon Affiliates shall have used their reasonable efforts to discourage
such termination; (ii) the Shares so transferred shall be converted into
shares of Series A Preferred Stock; (iii) any shares of Series A Preferred
Stock to be received in connection with such termination by the Beacon
Stockholder or by any Beacon Affiliate shall remain subject to the
transfer, conversion and other restrictions of this Agreement and the
Beacon Stockholder and any such Beacon Affiliate shall execute any
agreement required under Section 3.3 of this Agreement to evidence the
foregoing; (iv) each of the transferees of such Shares shall have
acknowledged in form and substance satisfactory to the Lead Stockholders
such transferee's agreement to be bound by Section 5.1(b) of this
Agreement; and (v) such termination and the transfer of Shares made in
connection therewith shall be made in compliance with all applicable law.
"Permitted Third Party Transferee" shall have the same meaning as set
forth in the Securities Purchase Agreement.
"Person" means an individual or a corporation, association,
partnership, limited liability company, joint venture, organization,
business, trust or any other entity or organization, including a government
or any subdivision or agency thereof.
"Preferred Stock" means the Series A Preferred Stock and the Series B
Preferred Stock.
"Pro Rata Portion" means, with reference to any Stockholder at any
time, a fraction, the numerator of which is the number of votes represented
by the Shares and the Class B Common Stock then issued and outstanding and
held by such Stockholder, and the denominator of which is the aggregate
number of votes represented by the Shares and the Class B Common Stock then
issued and outstanding and held by the Stockholders taken together.
"Registrable Securities" means (i) any shares of Class B Common Stock
issued or issuable upon conversion of any of the Shares, (ii) any shares of
Series A Preferred Stock issued or issuable upon conversion of the Shares,
(iii) any shares of Class A Common Stock issued or issuable upon conversion
of the Series A Preferred Stock described in clause (ii) above, and (iv)
any securities issued or issuable with respect to any Series A Preferred
Stock, Series B Preferred Stock, Class A Common Stock or Class B Common
Stock described in clauses (i), (ii) and (iii) above by way of stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation, reorganization or otherwise.
"Registration Rights Agreement" shall mean the Registration Rights
Agreement, dated as of February 18, 1999, by and among the Company and the
persons listed on the signature pages thereof.
"Restated Certificate of Incorporation" means the Restated
Certificate of Incorporation of the Company, as proposed to be filed with
the Secretary of State of the State of Delaware on the date of the Closing
under the Securities Purchase Agreement.
"Required Investor Director Percentage" means 1.0 divided by the
total number of Class B directors of the Company that may be elected
pursuant to Section V(D) of the Restated Certificate of Incorporation.
"Second Beacon Voting Trust" means, collectively, the Beacon Capital
Partners, L.P. Voting Trust II and the Beacon Capital Partners, L.P. Voting
Trust III, in each case if formed.
"Securities Act" means, as of any date, the Securities Act of 1933,
as amended, or any similar Federal statute then in effect and superseding
such act, and any reference to a particular section thereof shall include a
reference to the comparable section, if any, of any such similar Federal
statute, and the rules and regulations thereunder.
"Series A Preferred Stock" means the Series A Convertible Preferred
Stock, par value $0.01 per share, of the Company.
"Series B Preferred Stock" means the Series B Convertible Preferred
Stock, par value $0.01 per share, of the Company.
"Shares" shall have the meaning set forth in the preamble of this
Agreement; provided, however, that unless the context otherwise requires,
references in this Agreement to the "Shares" shall be deemed to include
additional shares of Series B Preferred Stock that are issued pursuant to
the Certificate of Designation for such Preferred Stock.
"Stockholders" shall mean (i) the Stockholders named on the signature
page hereto and (ii) each Third Party Transferee who becomes a party to or
bound by the provisions of this Agreement in accordance with the terms
hereof, in each case for so long as such person continues to hold Equity
Securities in the Company.
"Third Party Transferee" has the meaning specified in Section 3.2.
"Voting Stock" means Capital Stock of any class or classes, the
holders of which are ordinarily, in the absence of contingencies, entitled
to vote in the election of directors (or Persons performing similar
functions).
Article 2. Board of Directors
Section 2.1.Board of Directors. (a) For so long as this Agreement is
in effect, each of the Stockholders shall vote all of the Voting Stock
owned or held of record by such Stockholder so as to elect, and to continue
in office, each of the directors of the Company designated by the Lead
Stockholders. So long as the Stockholders are entitled to elect eight Class
B directors pursuant to the Restated Certificate of Incorporation, the
Apollo Stockholder shall have the right to designate four Class B directors
of the Company and the Xxx Stockholder shall have the right to designate
four Class B directors of the Company. In the event that the number of
Class B directors of the Company that the Stockholders are entitled to
elect is reduced to below eight pursuant to Section V(D) of the Restated
Certificate of Incorporation, (i) the number of Class B directors that the
Xxx Stockholder shall be entitled to designate shall be equal to the Xxx
Director Percentage divided by the Required Investor Director Percentage
(rounded up or down to the nearest integer) and (ii) the number of Class B
directors that the Apollo Stockholder shall be entitled to designate shall
be equal to the total number of Class B directors of the Company that the
Stockholders are entitled to elect pursuant to Section V(D) of the Restated
Certificate of Incorporation minus the number of Class B directors that the
Xxx Stockholder is entitled to designate pursuant to this Section 2.1(a).
(b) If either of the Lead Stockholders shall notify the other
Stockholders of its desire to remove, with or without cause, any director
of the Company previously designated by it, each Stockholder shall vote all
of the shares of Voting Stock owned or held by such Stockholder and take
all other necessary actions to cause the removal of any director designated
by such Lead Stockholder pursuant to Section 2.1(a).
(c) In the event that any designee of either Lead Stockholder
shall for any reason cease to serve as a member of the Board of Directors
during his term of office, the resulting vacancy on the Board of Directors
will be filled by a representative designated by such Lead Stockholder.
Article 3. Restrictions on Transfer
Section 3.1.Restrictions on Transfer.
(a) Each Stockholder agrees that for a period of five years following
the date of this Agreement, such Stockholder will not, directly or
indirectly, offer, sell, transfer, assign or otherwise dispose of (or make
any exchange, gift, assignment or pledge of) (collectively, for purposes of
Articles 3 and 4 only, a "transfer") any of its Shares, any shares of
Common Stock or Preferred Stock issuable upon conversion of Shares, or
options, warrants or rights to subscribe for or purchase Shares, Preferred
Stock or Common Stock that may be issued hereafter to such Stockholder,
except as provided in this Article 3. In addition to the other restrictions
contained in this Article 3, each Stockholder agrees that it will not,
directly or indirectly, transfer any of its Shares or any shares of Common
Stock or Preferred Stock issuable upon conversion of Shares except as
permitted under the Securities Act and other applicable securities laws.
(b) Any attempt by any Stockholder to transfer any Shares and any
Common Stock or Preferred Stock issuable upon conversion of the Shares not
in compliance with this Agreement shall be null and void. Without limiting
the foregoing, it is expressly understood and agreed that any transfer of
Shares by the Beacon Voting Trust that is not the Permitted Beacon Voting
Trust Transfer or a transfer otherwise expressly permitted under this
Agreement shall be null and void and not be recorded on the transfer books
of the Company.
Section 3.2.Exceptions to Restrictions. The provisions of Section 3.1
shall not apply to any of the following transfers:
(a) Any transfer approved by each of the Lead Stockholders.
(b) Any transfer from any Stockholder to one or more of its
respective Permitted Assignees.
(c) Any transfer of Shares, or Common Stock or Preferred Stock
issuable upon conversion of such Shares, in accordance with Article 4 or 5
hereof.
(d) Any bona fide pledge of the Shares, or Common Stock or Preferred
Stock issuable upon conversion of such Shares, to a bank, financial
institution or other lender.
(e) The Permitted Beacon Voting Trust Transfer.
The exceptions in clauses (a), (b) or (d) above are subject to the
condition that each such transferee referred to therein (each a "Third
Party Transferee") execute (or, in the case of clause (d) above, that the
pledging Stockholder use its reasonable efforts to cause the pledgee
referred to therein to execute prior to any foreclosure of the shares so
pledged) the agreement referred to in Section 3.3 hereof. The provisions of
this Agreement shall be applied to the Shares, including the shares of
Common Stock or Preferred Stock issuable upon conversion of Shares,
acquired by any Third Party Transferee of a Stockholder in the same manner
and to the same extent as such provisions were applicable to such Shares,
or Common Stock or Preferred Stock issuable upon conversion of Shares, in
the hands of such Stockholder. Any reference in this Agreement to the
Stockholders shall be deemed to include each Stockholder and its respective
Third Party Transferees.
No transfer of any Shares, or shares of Common Stock or Preferred
Stock issuable upon conversion of Shares, to a Third Party Transferee shall
be effective unless such transfer is made (i) pursuant to an effective
registration statement under the Securities Act and is qualified under
applicable state securities or blue sky laws or (ii) without registration
under the Securities Act and qualification under applicable state
securities or blue sky laws, as a result of the availability of an
exemption from registration and qualification under such laws, and such
Stockholder shall have furnished to the Lead Stockholders a certificate to
that effect; provided, however, that no such certificate or opinion of
counsel shall be required in connection with a transfer of shares of Common
Stock pursuant to Sections 4.1 or 4.2 hereof.
Section 3.3.Binding Effect on Transferees. The obligations of a party
hereto shall be binding upon any transferee to whom Shares or Common Stock
or Preferred Stock issuable upon conversion of such Shares are transferred
by such party, whether or not such transfer is permitted under the terms of
this Agreement; provided, that the foregoing shall not apply to (a)
transferees (other than the Beacon Affiliates) pursuant to the Permitted
Beacon Voting Trust Transfer, (b) transferees pursuant to transfers
permitted under Section 3.2(c) or (c) transferees for which the transfer
occurs following the fifth anniversary of the date of this Agreement
(transferees permitted under clause (a), (b) or (c), collectively, the
"Exempted Transferees") . Prior to consummation of any such transfer other
than to an Exempted Transferee, such party shall cause the transferee to
execute an agreement in form and substance reasonably satisfactory to the
Lead Stockholders, providing that such transferee shall be bound by and
shall fully comply with the terms of this Agreement.
Section 3.4.Notifications Regarding Transfers. To the extent that any
Stockholder proposes a transfer pursuant to Section 3.2, such Stockholder
shall provide notice to the Lead Stockholders at least ten Business Days
prior to the proposed transfer date of the number of Shares proposed to be
transferred. Not less that two Business Days prior to a proposed transfer
date requiring the approval of the Lead Stockholders, the Lead Stockholders
shall notify such Stockholder of whether the transfer has been approved, it
being agreed and understood that the Permitted Beacon Voting Trust Transfer
shall not require such approval.
Section 3.5.Restrictions on Conversion. Each Stockholder understands
and agrees that, for a period of five years following the date of this
Agreement, such Stockholder will not convert any Shares into shares of
Common Stock or Series A Preferred Stock without the consent of each of the
Lead Stockholders, except in connection with (i) an exercise of such
Stockholder's rights under Section 4.1 in connection with a sale of Shares
by one of the Lead Stockholders, (ii) a sale of Registrable Securities
pursuant to Section 5.1 or (iii) the Permitted Beacon Voting Trust Transfer
or a subsequent conversion of shares of Series A Preferred Stock received
thereunder (other than by a Beacon Affiliate).
Article 4. Tag-Along Rights; Drag-Along Rights
Section 4.1. Tag-Along Rights.
(a) Notwithstanding anything in this Agreement to the contrary,
except in the case of (i) transfers by the Stockholders to a Third Party
Transferee referred to in Section 3.2(b), (c), (d) and (e) hereof, (ii)
transactions where rights are exercised pursuant to Section 4.2 hereof and
(iii) sales pursuant to Article 5 hereof or in connection with a sale
pursuant to Rule 144 under the Securities Act of 1933, each Stockholder
shall refrain from effecting any transfer of Shares, Series A Preferred
Stock or Class B Common Stock unless, prior to the consummation thereof,
the other Stockholders shall have been afforded the opportunity to join in
such transfer on a pro rata basis, as provided in this Section 4.1 (each
such Stockholder, a "Tag-Along Person").
(b) Prior to consummation of such proposed transfer, the Stockholder
proposing a transfer shall cause the person or group that proposes to
acquire such shares (the "Proposed Purchaser") to offer in writing (the
"Tag-Along Offer") to purchase Shares, Series A Preferred Stock or Class B
Common Stock owned by the Tag-Along Person, such that the number of Shares,
Series A Preferred Stock or Class B Common Stock so offered to be purchased
from the Tag-Along Person shall be equal to the product obtained by
multiplying the aggregate number of Shares, Series A Preferred Stock or
Class B Common Stock proposed to be purchased by the Proposed Purchaser by
such Tag-Along Person's Pro Rata Portion. If the Purchase Offer is accepted
by any Tag-Along Person, then the number of Shares, Series A Preferred
Stock or Class B Common Stock to be sold to the Proposed Purchaser by the
Stockholder proposing the transfer, shall be reduced by the aggregate
number of Shares, Series A Preferred Stock or Class B Common Stock to be
purchased by the Proposed Purchaser from such Tag-Along Person pursuant
thereto. Such purchase shall be made on the same terms and conditions
(including timing of receipt of consideration) as the Proposed Purchaser
shall have offered to purchase Shares, Series A Preferred Stock or Class B
Common Stock to be sold by the Stockholder who proposed the transfer (net,
in the case of any options, warrants or rights, of any amounts required to
be paid by the holder upon exercise thereof). The Tag-Along Person shall
have 20 days from the date of receipt of the Purchase Offer during which to
accept such Purchase Offer, and the closing of such purchase shall occur
within 30 days after such acceptance or at such other time as the Tag-
Along Person and the Proposed Purchaser may agree.
Section 4.2. Drag-Along Rights.
(a) If both of the Lead Stockholders propose a transfer in connection
with a sale or exchange, whether directly or pursuant to a merger,
consolidation or otherwise (a "Drag- Along Sale"), the Lead Stockholders
may require all other Stockholders to sell all Shares proposed to be sold
therein ("Drag-Along Rights") then held by every Stockholder, for the same
consideration and otherwise on the same terms and conditions (including
timing of receipt of consideration) as the sale by Lead Stockholders;
provided, however, that if either of the Lead Stockholders and its
respective Affiliates cease to collectively beneficially own at least 20%
of the shares of Common Stock (including shares of Common Stock issuable
upon conversion of securities convertible, exchangeable or exercisable for
shares of Common Stock) beneficially owned by them immediately following
the closing of the transactions contemplated by the Securities Purchase
Agreement, Stockholders collectively holding more than 50% of the voting
power represented by the outstanding Shares and shares of Class B Common
Stock (the "Majority Stockholders") shall have the ability to exercise the
Drag-Along Rights described in this Section 4.2.
(b) The Lead Stockholders or the Majority Stockholders, as
applicable, shall provide written notice of such Drag-Along Sale to the
other Stockholders (a "Drag-Along Notice") not later than the 15th day
prior to the proposed Drag-Along Sale. The Drag-Along Notice shall identify
the transferee, the number of Shares and/or shares of Class B Common Stock
to be transferred, the consideration for which a transfer is proposed to be
made (the "Drag-Along Sale Price(s)") and all other material terms and
conditions of the Drag-Along Sale. Subject to Section 4.2(d), each
Stockholder shall be required to participate in the Drag-Along Sale on the
terms and conditions set forth in the Drag-Along Notice and to tender all
its Shares and shares of Class B Common Stock as set forth below. The
price(s) payable in such transfer shall be the Drag-Along Sale Price(s).
Not later than the 10th day following the date of the Drag-Along Notice
(the "Drag-Along Notice Period"), each of the Stockholders shall deliver to
a representative of Lead Stockholders or the Majority Stockholders, as
applicable, designated in the Drag-Along Notice certificates representing
all the Shares and shares of Class B Common Stock beneficially owned and
held by such Stockholder, duly endorsed, together with all other documents
required to be executed in connection with such Drag-Along Sale, or if such
delivery is not permitted by applicable law, an unconditional agreement to
deliver such shares pursuant to this Section 4.2 at the closing for such
Drag-Along Sale against delivery to such Stockholder of the consideration
therefor.
(c) The Lead Stockholders or the Majority Stockholders, as
applicable, shall have a period of 90 days from the date of receipt of the
Drag-Along Notice to consummate the Drag-Along Sale on the terms and
conditions set forth in such Drag-Along Sale Notice. If the Drag-Along Sale
shall not have been consummated during such period, the Lead Stockholders
or the Majority Stockholders, as applicable, shall return to each of the
Stockholders all certificates or other evidence of title and ownership
representing shares that such Stockholders delivered for transfer pursuant
hereto, together with any documents in the possession of the Lead
Stockholders or the Majority Stockholders, as applicable, executed by the
other Stockholders in connection with such proposed transfer, and all the
restrictions on transfer contained in this Agreement or otherwise
applicable at such time with respect to shares owned by the Stockholders
shall again be in effect.
(d) Concurrently with the consummation of the transfer of shares
pursuant to this Section 4.2, the Lead Stockholders or the Majority
Stockholders, as applicable, shall give notice thereof to all Stockholders,
shall remit to each of the Stockholders who have surrendered their
certificates or other evidence of title and ownership the total
consideration (by bank or certified check) for the shares transferred
pursuant hereto and shall furnish such other evidence of the completion and
time of completion of such transfer and the terms thereof as may be
reasonably requested by such Stockholders.
Article 5. Registration Rights
Section 5.1.Registration Rights.
(a) Each of the Stockholders shall be entitled to the benefits of,
and shall be bound by the obligations of, the Registration Rights Agreement
with respect to any Registrable Securities held by such Stockholder as if
the Stockholder were a party to the Registration Rights Agreement;
provided, however, that (i) any request for a Required Registration (as
such term is defined in the Registration Rights Agreement) pursuant to
Section 2.1(a) of the Registration Rights Agreement made on or prior to the
third anniversary of the date of this Agreement shall only be made by or
with the consent of both of the Lead Stockholders, (ii) any request for a
Required Registration pursuant to Section 2.1(a) of the Registration Rights
Agreement made during the period following the third anniversary of the
date of this Agreement through the fifth anniversary of the date of this
Agreement shall only be made by the Apollo Stockholder, the Xxx Stockholder
or the Beacon Stockholder and (iii) any request for a Shelf (as such term
is defined in the Registration Rights Agreement) pursuant to Section 2.1(a)
of the Registration Rights Agreement made on or prior to the fifth
anniversary of the date of this Agreement shall only be made by or with the
consent of both of the Lead Stockholders. Notwithstanding the foregoing,
each of the Stockholders shall be entitled to exercise its rights to
include its Registrable Securities in a registration effected by the
Company pursuant to Section 2.1(b) of the Registration Rights Agreement if
such registration is a Required Registration made in accordance with the
immediately preceding sentence or if either Lead Stockholder is including
Registrable Securities in such registration. Each of the Lead Stockholders
agrees for the benefit of the other Lead Stockholder that it will not,
without the approval of the other Lead Stockholder, include its Registrable
Securities in a registration effected by the Company pursuant to Section
2.1(b) of the Registration Rights Agreement during the three year period
following the date of this Agreement.
(b) Notwithstanding anything else in this Agreement or in the
Registration Rights Agreement to the contrary, in the event that the
Permitted Beacon Voting Trust Transfer occurs, none of the shares of
Preferred Stock or Common Stock that are received by the beneficiaries of
the Beacon Voting Trust in connection therewith or are issued or issuable
upon conversion of such shares or shares received upon such conversion
shall be Registrable Securities, other than those shares that are held by
the Beacon Stockholder or by a Beacon Affiliate and remain subject to the
transfer, conversion and other restrictions of this Agreement. The Beacon
Stockholder, in its capacities as the trustee and initial beneficiary of
the First Beacon Voting Trust and the Second Beacon Voting Trust, hereby
consents and agrees to be bound by the provisions of this Section 5.1(b) on
behalf of itself and all future beneficiaries of the Beacon Voting Trust
and acknowledges and agrees that it has the sole responsibility to notify
all such beneficiaries or transferees of Shares owned by the Beacon Voting
Trust of the terms of this Section 5.1(b) and the fact that they are bound
thereby.
Article 6. Miscellaneous
Section 6.1.Further Actions; Cooperation. Each of the Stockholders
agrees to use its reasonable efforts to take, or cause to be taken, all
actions and to do, or cause to be done, and to assist and cooperate with
the other parties in doing, all things necessary, proper or advisable in
connection with the transactions contemplated by this Agreement. Without
limiting the generality of the foregoing, each of the Stockholders (i)
acknowledges that the Stockholders will prepare and file with the
Securities and Exchange Commission filings under the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated
thereunder (the "Exchange Act"), including under Section 13(d) of the
Exchange Act, relating to their beneficial ownership of the Securities and
(ii) agrees to use its reasonable efforts to assist and cooperate with the
other parties in promptly preparing, reviewing and executing any such
filings under the Exchange Act, including any amendments thereto.
Section 6.2.Successors and Assigns. Except as otherwise provided
herein, all the terms and provisions of this Agreement shall be binding
upon, shall inure to the benefit of and shall be enforceable by the
respective successors and assigns of the parties hereto. No Stockholder may
assign any of its rights hereunder to any Person other than a transferee
that has complied in all respects with the requirements of this Agreement
(including, without limitation, Section 3.4 hereof). If any transferee of
any Stockholder shall acquire any Shares or Common Stock issuable upon
conversion of such Shares, in any manner, whether by operation of law or
otherwise, such shares shall be held subject to all of the terms of this
Agreement, and by taking and holding such shares such Person shall be
entitled to receive the benefits of and be conclusively deemed to have
agreed to be bound by and to comply with all of the terms and provisions of
this Agreement.
Section 6.3.Representatives. Each of the Stockholders hereby
designates and appoints (and each Third Party Transferee of each such
Stockholders is hereby deemed to have so designated and appointed) the Lead
Stockholders to serve as the representatives of each such Stockholder to
administer and make determinations as to matters arising or contemplated by
the Securities Purchase Agreement and related documentation, including
without limitation indemnification obligations, disputes and other rights
and obligations. Each of the Stockholders hereby agrees and acknowledges
that the Lead Stockholders shall be the only persons authorized to take any
action so required, authorized or contemplated by the Securities Purchase
Agreement by each such person. Each such person hereby authorizes (and each
such Third Party Transferee shall be deemed to have authorized) the other
parties hereto to disregard any notice or other action taken by such person
pursuant to the Securities Purchase Agreement except for the Lead
Stockholders. The other parties hereto are and will be entitled to rely on
any action so taken by the Lead Stockholders.
Section 6.4.Amendment; Modification; Waiver. No provision of this
Agreement may be amended, modified or waived except by an instrument in
writing executed by the Majority Stockholders at the time of such proposed
amendment, modification or waiver; provided, however, that, so long as
either of the Lead Stockholders and their respective Affiliates
beneficially own at least 20% of the shares of Common Stock (including
shares of Common Stock issuable upon conversion of securities convertible,
exchangeable or exercisable for shares of Common Stock) initially owned by
such Stockholders at the closing of the transactions contemplated by the
Securities Purchase Agreement, this Agreement may not be amended or
modified without such Lead Stockholder's consent.
Section 6.5.Notices. All notices and other communications provided
for hereunder shall be in writing by hand delivery, telex, telecopier, or
any courier guaranteeing overnight delivery (i) if to the Stockholders as
of the date hereof, the address set forth next to the Stockholder's name on
the signature pages hereof, with a copy to Xxxxxxx X. Xxxx, Esq.,
telecopier number (000) 000-0000, and (ii) with respect to each Stockholder
who becomes such after the date hereof, the address of such Stockholder in
the stock records of the Company. All such communications shall be deemed
to have been given or made when so delivered by hand or sent by telecopy,
or three business days after being so mailed.
Section 6.6.Entire Agreement: Governing Law.
(a) This Agreement and the other writings referred to herein or
delivered pursuant hereto which form a part hereof contain the entire
agreement among the parties hereto with respect to the subject transactions
contemplated hereby and supersede all prior oral and written agreements and
memoranda and undertakings among the parties hereto with regard to this
subject matter.
(B) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO THE CHOICE
OF LAW PRINCIPLES
THEREOF).
Section 6.7.Injunctive Relief. The Stockholders acknowledge and agree
that a violation of any of the terms of this Agreement will cause the
Stockholders irreparable injury for which an adequate remedy at law is not
available. Therefore, the Stockholders agree that each Stockholder shall be
entitled to, an injunction, restraining order or other equitable relief
from any court of competent jurisdiction, restraining any Stockholder from
committing any violations of the provisions of this Agreement.
Section 6.8.Headings. The section and paragraph headings contained in
this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.
Section 6.9.Recapitalizations, Exchanges, Etc. Affecting the Shares
of Common Stock; New Issuances. The provisions of this Agreement shall
apply, to the full extent set forth herein with respect to the Shares and
Common Stock and Preferred Stock issuable upon conversion of such Shares
and to any and all equity or debt securities of the Company or any
successor or assign of the Company (whether by merger, consolidation, sale
of assets, or otherwise) which may be issued in respect of, in exchange
for, or in substitution of, such equity or debt securities and shall be
appropriately adjusted for any stock dividends, splits, reverse splits,
combinations, reclassifications, recapitalizations, reorganizations and the
like occurring after the date hereof.
Section 6.10 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
Section 6.11Jurisdiction; Forum. With respect to any suit, action or
proceeding ("Proceeding") arising out of or relating to this Agreement,
each of the parties hereto hereby irrevocably:
(a) submits to the exclusive jurisdiction of the United States
District Court for the Southern District of New York, the United States
District Court for the District of Delaware, or any state court located in
the State of Delaware, County of Newcastle (the "Selected Courts") and
waives any objection to venue being laid in the Selected Courts whether
based on the grounds of forum non conveniens or otherwise;
(b) consents to service of process in any Proceeding by the mailing
of copies thereof by registered or certified mail, postage prepaid, or by
recognized international express carrier or delivery service, to such party
at its respective address referred to in Section 6.4 hereof; provided,
however, that nothing herein shall affect the right of any party hereto to
serve process in any other manner permitted by law; and
(c) waives, to the fullest extent permitted by law, any right it may
have to a trial by jury in any Proceeding.
Section 6.12 Termination. Upon the mutual consent of all of the
parties hereto or at such earlier time as each of the Lead Stockholders and
its respective Affiliates ceases to collectively beneficially own at least
10% of the shares of Common Stock (including shares of Common Stock
issuable upon conversion of securities convertible, exchangeable or
exercisable for shares of Common Stock) beneficially owned by such Lead
Stockholder and its Affiliates immediately following the closing of the
transactions contemplated by the Securities Purchase Agreement, this
Agreement shall terminate and be of no further force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.
APOLLO REAL ESTATE
INVESTMENT FUND IV, L.P.
By: Apollo Real Estate Advisors IV, L.P.,
its General Partner
By: Apollo Real Estate Capital
Advisors IV, Inc.,
its General Partner
By: /s/ Xxxxxxx Xxxxxxxxxxxxx
-------------------------------------------
Name: Xxxxxxx Xxxxxxxxxxxxx
Title: Vice President
Address: c/o Apollo Real Estate Management
IV, L.P.
1301 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
APOLLO INVESTMENT FUND IV, L.P.
By: Apollo Advisors, IV, L.P., its General
Partner
By: Apollo Capital Management IV, Inc.,
its General Partner
By: /s/ Xxxxxxx Xxxxxxxxxxxxx
-------------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
Address: c/o Apollo Management IV, L.P.
1301 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
XXXXXX X. XXX EQUITY FUND IV, L.P.
By: THL Equity Advisors IV, LLC
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------------
Name:
Title:
Address: 00 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxxxxxxx 00000
XXXXXX X. XXX FOREIGN FUND IV, L.P.
By: THL Equity Advisors IV, LLC
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Managing Director
Address: 00 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxxxxxxx 00000
XXXXXX X. XXX CHARITABLE
INVESTMENT L.P.
By: THL Equity Advisors IV, LLC
By: /s/ Xxxxxx X. Xxx
-------------------------------------------
Name: Xxxxxx X. Xxx
Title: Manager
Address: 00 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxxxxxxx 00000
THL-CCI LIMITED PARTNERSHIP
By: THL Equity Advisors IV, LLC
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Managing Director
Address: 00 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxxxxxxx 00000
BEACON CAPITAL PARTNERS, L.P.
By: Beacon Capital Partners, Inc., its General
Partner
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
Address: 0 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
BCP VOTING, INC., as Trustee for the Beacon
Capital Partners, L.P. Voting Trust
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
Address: 0 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
STRATEGIC REAL ESTATE INVESTMENTS I, L.L.C.
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Manager
Address: 0000 Xxxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
AIF/THL PAH, LLC
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Address: c/o Apollo Management IV, L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
CHASE EQUITY ASSOCIATES, L.P.
By: Chase Capital Partners, its General Partner
By: /s/ Xxxxx Xxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
Address: 000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
CMS DIVERSIFIED PARTNERS, L.P.
By: CMS/DP Associates L.P., a general partner
By: MSPS/DP, Inc., its general partner
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
Address: Xxx Xxxx Xxxxx
Xxxxx 000
Xxxx Xxxxxx, XX 00000
By: CMS 1995 Investment Partners, L.P.,
a general partner
By: CMS 1995, Inc., its general partner
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
Address: Xxx Xxxx Xxxxx
Xxxxx 000
Xxxx Xxxxxx, XX 00000
CMS CO-INVESTMENT
SUBPARTNERSHIP, a Delaware general partnership
By: CMS Co-Investment Partners, L.P.,
a Delaware limited partnership
By: CMS/Co-Investment Associates, L.P.,
a Delaware limited partnership
By: CMS/Co-Investment Associates,
L.P., a Delaware limited partnership
By: MSPS/Co-Investment, Inc.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
Address: Xxx Xxxx Xxxxx
Xxxxx 000
Xxxx Xxxxxx, XX 00000
By: CMS 1997 Investment Partners,
a Delaware limited partnership
By: CMS 1997, Inc., a Delaware
corporation
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
Address: Xxx Xxxx Xxxxx
Xxxxx 000
Xxxx Xxxxxx, XX 00000
By: CMS Co-Investment Partners I-Q, L.P.,
a Delaware limited partnership
By: CMS/Co-Investment Associates, L.P.,
a Delaware limited partnership
By: MSPS/Co-Investment Associates,
Inc., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
Address: Xxx Xxxx Xxxxx
Xxxxx 000
Xxxx Xxxxxx, XX 00000
By: CMS 1997 Investment Partners, L.P.
a Delaware limited partnership
By: CMS 1997, Inc., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
Address: Xxx Xxxx Xxxxx
Xxxxx 000
Xxxx Xxxxxx, XX 00000
GUAYACAN PRIVATE EQUITY FUND
LIMITED PARTNERSHIP
By: /s/ Xxxxx Xxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxx
Title:
Address: 000 Xxxxxx Xxxxxx
Xxx Xxxx, Xxxxxx Xxxx 00000
CKE ASSOCIATES LLC
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Address: 0000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
PW HOTEL I, LLC
By: /s/ Xxxxxxxxx X. Xxx
-------------------------------------------
Name: Xxxxxxxxx X. Xxx
Title: Vice President
Address: 0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
THE DARTMOUTH TRUST
By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Trustee
Address: Xxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Trustee
Address: Xxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
THE BONNYBROOK TRUST
By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Trustee
Address: Xxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
By: /s/ J. Xxxxxx Xxxxx
-------------------------------------------
Name: J. Xxxxxx Xxxxx
Title: Trustee
Address: 000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
THE FRANKLIN TRUST
By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Trustee
Address: Xxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
By: /s/ J. Xxxxxx Xxxxx
-------------------------------------------
Name: J. Xxxxxx Xxxxx
Title: Trustee
Address: 000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
APOLLO OVERSEAS PARTNERS IV, L.P.
By: Apollo Advisors, IV, L.P., its General
Partner
By: Apollo Capital Management IV, Inc.,
its General Partner
By: /s/ Xxxx Xxxxx
-------------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
Address: c/o Apollo Management IV, L.P.
1301 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
XXXXXX X. XXX FOREIGN FUND IV-B, L.P.
By: THL Equity Advisors IV, LLC
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
Address: 00 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxxxxxxx 00000
Pursuant to the power of attorney executed by
the persons listed on Schedule I hereto in
favor of, and delivered to, the undersigned
/s/ Xxxx X. Xxxxxxxx
-------------------------------------------
Xxxx X. Xxxxxxxx
Attorney-in-fact
Schedule I
State Street Bank & Trust Company as Trustee
of the 1997 Xxxxxx X. Xxx Nominee Trust
Xxxxx X. Xxxxxxx
The 1995 Harkins Gift Trust
Xxxxx X. Xxxxxx
X. Xxxxxx Xxxx
Xxxxxxxx Family Limited Partnership
Xxxxxxx X. XxXxxx
Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxx, Xx.
Xxxxx Family Limited Partnership
Xxxx X. Xxxxx
Xxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx
Xxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxx
Xxxxx Xxxxxxx
Xxxxx Xxxxx
Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxx
Xxxxxx X. Xxxxxxx
Xxxxxx Xxxxxx Xxx 1988 Irrevocable Trust
Xxxxxxx Xxxxxxx Xxx
Xxxxxxx X. Xxxxxx as Custodian for Xxxxx Xxx
Xxxxxxx X. Xxxxxx
Xxxxx Xxxxxx
Xxxx X. Xxxxxxxx
Xxxxxx X. Xxxxx
XX. Xxxxxxx Xxxxx
