EXHIBIT 4.4
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of the 1st
day of October, 2004, by and among Horizon PCS, Inc., a Delaware corporation
("Horizon"), and Apollo Investment Fund IV, L.P. and Apollo Overseas Partners
IV, L.P., and their affiliated assignees (collectively, the "APOLLO HOLDERS")
(the Apollo Holders, and any person or other entity to which any of the
foregoing assigns any of its interests hereunder are individually a "HOLDER" and
collectively "HOLDERS").
RECITALS:
WHEREAS, on August 15, 2003, the Company and its subsidiaries, Horizon
Personal Communications, Inc. and Bright Personal Communications Services, LLC,
filed Chapter 11 bankruptcy petitions in the United States Bankruptcy Court for
the Southern District of Ohio (the "Bankruptcy Court") for the purpose of
effecting a court-administered reorganization;
WHEREAS, on June 27, 2004, the Company filed its plan of reorganization, as
it may be further amended (the "Plan of Reorganization"), with the Bankruptcy
Court;
WHEREAS, the Plan of Reorganization provides, among other things, that upon
confirmation thereof by the Bankruptcy Court, certain existing indebtedness of
the Company will be cancelled, and the holders of such indebtedness will receive
shares of common stock, par value $0.001 per share, of the Company (the "Common
Stock") on a pro rata basis;
WHEREAS, simultaneously with the execution of this Agreement, the Plan of
Reorganization and the transactions contemplated thereby are being consummated;
WHEREAS, as a result of the consummation of the transactions contemplated
by the Plan of Reorganization, the Apollo Holders are receiving newly issued
shares of Common Stock; and
WHEREAS, the Company has agreed to provide the Apollo Holders with certain
registration rights with respect to their Registrable Securities (as defined
below), upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations and warranties contained herein and of the mutual benefits to be
derived herefrom, and intending to be legally bound, the parties hereto agree as
follows:
ARTICLE I
DEMAND REGISTRATIONS
(a) Demand Requests and Notice Procedure. At any time after the execution
of this Agreement, holders in the aggregate of at least a majority in interest
of the Registrable Securities (the "REQUESTING Holders") shall have the right to
request in writing that Horizon effect a public offering of Registrable
Securities (a "DEMAND REQUEST"). The Demand Request transmitted by the
Requesting Holders shall (x) specify the number of Registrable Securities which
each Requesting Holder intends to sell or dispose of and (y) state the intended
method or methods by which the Requesting Holder intends to sell or dispose of
such Registrable Securities. Upon receipt of a Demand Request pursuant to this
Article I, Horizon shall:
(i) give notice of such requested registration to all other Holders of
Registrable Securities within ten days after such Demand Request, and use its
best efforts to cause to be filed within sixty (60) days (but in any event no
later than seventy-five (75) days) after the date of delivery to Horizon of the
Demand Request, a registration statement covering (subject to Article I(e)) the
Registrable Securities requested to be registered by the Requesting Holders and
the Registrable Securities requested to be included by any other holders of
Registrable Securities who request, within 20 days after the mailing of the
Company's notice, that their Registrable Securities be included in the
registration statement; such registration statement to provide for the
registration under the Securities Act of 1933, as amended (the "SECURITIES ACT")
of such Registrable Securities to the extent necessary to permit the disposition
of such Registrable Securities so to be registered in accordance with the
intended method of distribution specified in such Demand Request; provided,
however, that in no event shall Horizon be required to file a registration
statement hereunder prior to Xxxxx 00, 0000.
(xx) use its best efforts to have such registration statement declared
effective by the Securities and Exchange Commission (the "SEC") as soon as
practicable thereafter; and
(iii) subject to its performance of its obligations under the
Registration Rights Agreement dated July 19, 2004 (the "NOTES REGISTRATION
RIGHTS AGREEMENT") pertaining to Horizon's 11?% Senior Notes due 2012 (the
"SENIOR NOTES"), refrain from filing any other registration statements, other
than a registration statement on Form S-4 or S-8 (or similar or successor
forms), with respect to any other securities of Horizon, (i) if a registration
statement is being filed in connection with a Demand Request by the Holders for
an underwritten public offering, until such date that is the earlier of: (A) one
hundred eighty (180) days following effectiveness of the registration statement
filed in response to the Demand Request or (B) the lock up period, if any,
required by the underwriters of the offering, or (ii) if a registration
statement is being filed in connection with a Demand Request by the Holders for
a public offering that is not proposed to be underwritten until such date which
is ninety (90) days following effectiveness of the registration statement filed
in response to the Demand Request.
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"REGISTRABLE SECURITIES" for purposes of this Agreement means any and all (a)
shares of COMMON STOCK issued to the Apollo Holders pursuant to the Plan of
Reorganization and (b) any shares of Common Stock issued or issuable directly or
indirectly with respect to the securities referred to in clause (a) by way of
stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. As to any
particular shares constituting Registrable Securities, such shares will cease to
be Registrable Securities when they have (x) been effectively registered under
the Securities Act and disposed of in accordance with a registration statement
covering them, (y) been sold to the public pursuant to Rule 144 (or by similar
provision under the Securities Act) or (z) become eligible for sale without
volume or method of sale limitation pursuant to Rule 144.
(b) Effective Registration Statement. A registration requested pursuant to
a Demand Request shall not be deemed to have been effected unless a registration
statement with respect thereto has become effective and remained effective in
compliance with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities covered by such registration statement
for the period of time required hereunder.
(c) Selection of Underwriters. In the event that Horizon is required to
file a registration statement covering any Registrable Securities pursuant to
this Article I and the proposed offering is to be an underwritten public
offering, the managing underwriter shall be one or more reputable investment
banks selected by a majority in interest of the Requesting Holders and
reasonably acceptable to Horizon, which consent shall not be unreasonably
withheld, delayed or conditioned.
(d) Priority for Demand Registration. If the managing underwriter of an
underwritten public offering pursuant to a registration statement filed to
satisfy a Demand Request determines and advises in writing that the inclusion of
any securities proposed to be included by Horizon and any other holders of the
Company's securities in the underwritten public offering would adversely impact
the offering of the Requesting Holders' Registrable Securities, then Horizon and
other holders of Registrable Securities shall not be permitted to include any
securities in excess of the amount, if any, of securities which the managing
underwriter of such underwritten public offering shall reasonably and in good
faith agree in writing to include in such public offering in addition to the
amount to be registered for the Requesting Holder(s).
If the managing underwriter of an underwritten public offering
pursuant to this Article I shall determine and advise in writing that the
inclusion of all Registrable Securities requested to be included in such
underwriting would adversely impact the offering, then the number of Registrable
Securities to be included in the offering by each Holder shall be reduced on a
proportionate basis, based upon the amount of Registrable Securities to be
included in such offering, or upon such other basis as shall be agreed to by a
majority in interest of the Holders requesting that Registrable Securities be
included in the underwriting.
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(e) Limitation on Demand Registrations.
(i) Horizon may delay making a filing of a registration statement or
an amendment thereof or supplement thereto or taking action in connection
therewith by not more than sixty (60) days if Horizon, prior to the time it
would otherwise have been required to file such registration statement,
amendment or supplement or take such action pursuant to this Article I in
connection with a Demand Request determines in good faith that the filing of
such registration statement, amendment or supplement in the reasonable judgment
of Horizon, would be seriously detrimental to Horizon or would otherwise
materially adversely affect a financing, acquisition, disposition, merger or
other material transaction (a "VALID BUSINESS REASON"); provided, however, that
such right to delay such filing or other action shall be exercised by Horizon
not more than once in any twelve (12) month period and Horizon shall only have
the right to delay a such filing or other action for so long as such Valid
Business Reason exists (but not more than sixty (60) days); provided that, with
respect to a delay in filing an amendment or supplement to an effective
registration statement, the obligations of Horizon with respect to maintaining
such registration statement current and effective shall be extended by a period
of days equal to the period said suspension is in effect. Notwithstanding the
foregoing, in no event may Horizon delay pursuant to this Article I(e) the
filing of a registration statement requested by Requesting Holders pursuant to
Article I(a) on or before March 1, 2005 (the "Initial Registration Statement").
(ii) In no event shall Horizon be required to file more than four
registration statements pursuant to this Article I. In addition, the Holders
agree not to make a Demand Request until six (6) months after the effective date
of a registration statement relating to a prior Demand Request.
(f) Liquidated Damages.
(i) Delay in Effectiveness of Registration Statement. Notwithstanding
any other provision of this Agreement, in the event that a registration
statement is not filed with the SEC within seventy-five (75) days of the date of
delivery to Horizon of the Demand Request (March 22, 2005 for a request made
prior to January 6, 2005), for reasons other than the exercise by Horizon of its
rights under Article I(e) hereof, or is not declared effective within sixty (60)
days following the date of filing by Horizon of a registration statement with
the SEC pursuant to Article I (or, in the event of a review of the registration
statement by the SEC, within one hundred twenty (120) days following the date of
filing by Horizon of a registration statement with the SEC pursuant to Article
I), the Company shall pay to the Apollo Holders liquidated damages (in addition
to the rights and remedies available to the Apollo Holders under applicable law
and this Agreement with respect to any other breach hereunder) at a rate equal
to $100,000 for every thirty (30) days after such failure (pro rata for partial
months). Such liquidated damages shall be payable monthly in cash. The parties
acknowledge that, notwithstanding anything to the contrary contained herein,
Horizon does not have the right, for a Valid Business Reason, to delay the
filing of the Initial Registration Statement.
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(ii) Lapse in Effectiveness of Registration Statement. Notwithstanding
any other provision of this Agreement, if, for reasons other than the exercise
by Horizon of its rights under Article I(e) hereof, the registration statement
filed pursuant to Article I and declared effective ceases to be effective or
usable or the prospectus included in the registration statement ceases to be
usable, in either case, in connection with resales of Registrable Securities
during the ninety (90) day period commencing on the date on which the
registration statement is declared effective, without such lapse being cured
within ten (10) business days (the "CURE PERIOD"), by a post-effective amendment
to the registration statement, a supplement to the prospectus or a report filed
with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
that cures such lapse, then the Company shall pay to the Apollo Holders
liquidated damages (in addition to the rights and remedies available to the
Apollo Holders under applicable law and this Agreement with respect to any other
breach hereunder) for the period from and including the first day following the
expiration of the Cure Period until, but excluding, the date on which such
failure is cured, at a rate equal to $100,000 for every thirty (30) days after
such failure (pro rata for partial months). Such liquidated damages shall be
payable monthly in cash. The parties acknowledge that, notwithstanding anything
to the contrary contained herein, Horizon does not have the right, for a Valid
Business Reason, to suspend the effectiveness or use of the Initial Registration
Statement.
(iii) Supremacy. In the event of inconsistencies or conflicts between
the provisions of this Section (f) of Article I and any other provision of this
Agreement, the provisions of this Section (f) of Article I shall prevail.
ARTICLE II
PIGGYBACK REGISTRATION
(a) Right to Include Registrable Securities. Each time that Horizon
proposes for any reason to register any of its Common Stock under the Securities
Act (a "PROPOSED REGISTRATION"), other than pursuant to a registration statement
on Form S-4 or Form S-8 (or similar or successor forms), or another Form in
connection with a transaction in which Registrable Securities are not eligible
for inclusion, Horizon shall promptly give written notice of such Proposed
Registration to all of the Holders of Registrable Securities (which notice shall
be given not less than thirty (30) days prior to the expected effective date of
Horizon's registration statement) and shall offer such Holders the right to
request inclusion of any of such Holder's Registrable Securities in the Proposed
Registration. No registration pursuant to this Article II shall relieve Horizon
of its obligation to register Registrable Securities pursuant to a Demand
Request, as contemplated by Article I hereof.
(b) Piggyback Procedure. Each Holder of Registrable Securities shall have
twenty (20) days from the date of mailing of such notice to deliver to Horizon a
written request specifying the number of Registrable Securities such Holder
intends to sell. Any Holder shall have the right to withdraw such Holder's
request for inclusion of such Holder's Registrable Securities in any
registration statement pursuant to this Article II by giving written notice to
Horizon of such withdrawal. Subject to subsection (d) below of
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this Article II, Horizon shall include in such registration statement all such
Registrable Securities so requested to be included therein; provided, however,
that Horizon may at any time withdraw or cease proceeding with any such Proposed
Registration if it shall at the same time withdraw or cease proceeding with the
registration of all other shares of Common Stock originally proposed to be
registered.
(c) Selection of Underwriters. The managing underwriter for any Proposed
Registration that involves an underwritten public offering shall be one or more
reputable investment banks selected by Horizon.
(d) Priority for Piggyback Registration. If the managing underwriter of an
underwritten Proposed Registration determines and advises in writing that the
inclusion of all Registrable Securities proposed to be included by the Holders
of Registrable Securities in the underwritten public offering would adversely
impact the offering of Horizon's securities, then the Holders of Registrable
Securities shall not be permitted to include any Registrable Securities in
excess of the amount, if any, of Registrable Securities which the managing
underwriter of such underwritten public offering shall reasonably and in good
faith agree in writing to include in such public offering in addition to the
amount of securities to be registered for Horizon. It is acknowledged by the
parties hereto that pursuant to the foregoing provision, the securities to be
included in a registration initiated by Horizon shall be allocated:
(i) first, to Horizon;
(ii) second, to the Holders of Registrable Securities, pari passu, on
a pro rata basis on the number of Registrable Securities requested to be
included in the registration;
(iii) third, to holders of registration rights granted other than
pursuant to this Agreement; and
(iv) fourth, to all others requesting securities to be included
therein.
If as a result of the provision of this Article II, a Holder shall not
be entitled to include all of its Registrable Securities in a registration that
such Holder has requested to be so included, such Holder may withdraw such
Holder's request to include Registrable Securities in such registration
statement.
(e) Underwritten Registration. In the event that the Proposed Registration
by Horizon is, in a whole or in part, an underwritten public offering of
securities of Horizon, any request under this Article II must specify that the
Registrable Securities be included in the underwriting on the same terms and
conditions as the shares of Common Stock, if any, otherwise being sold through
underwriters under such registration.
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ARTICLE III
REGISTRATION ON FORM S-3
At any time after Horizon has completed an underwritten initial public
offering of shares of Common Stock pursuant to an effective registration
statement under the Securities Act as then in effect (or any comparable
statement under any similar federal statute then in force or effect), any Holder
of Registrable Securities (the "INITIATING FORM S-3 HOLDER") may request that
Horizon file a registration statement under the Securities Act on Form S-3 (or
similar or successor form) covering the sale or other distribution of all or any
portion of the Registrable Securities held by such Initiating Form S-3 Holder
pursuant to Rule 415 under the Securities Act ("FORM S-3 DEMAND"), if (i) the
reasonably anticipated aggregate gross proceeds would equal or exceed
$1,000,000, and (ii) Horizon is a registrant qualified to use Form S-3 (or any
similar or successor form) to register such Registrable Securities. If such
conditions are met, Horizon shall use its best efforts to register under the
Securities Act on Form S-3 (or any similar or successor form) at the earliest
practicable date, for sale in accordance with the method of disposition
specified in the Form S-3 Demand, the number of Registrable Securities specified
in such Form S-3 Demand. Notwithstanding the foregoing, if Horizon shall furnish
to the Initiating Form S-3 Holders a certificate signed by the Chief Executive
Officer and Chief Financial Officer of Horizon stating that a Valid Business
Reason exists, Horizon shall have the right to defer taking action with respect
to such filing for a period of sixty (60) days after receipt of the Form S-3
Demand. Notwithstanding the foregoing, Horizon shall not be obligated to file
more than one Form S-3 pursuant to this Article III in any given six month
period and shall only be required to keep such Form S-3 effective for a period
not to exceed ninety (90) days.
ARTICLE IV
REGISTRATION PROCEDURES
Whenever the Holders of Registrable Securities have requested that any
Registrable Securities be registered pursuant to this Agreement, Horizon will
use its reasonable best efforts to effect the registration and the sale of such
Registrable Securities in accordance with the intended method of disposition
thereof, and pursuant thereto Horizon will as expeditiously as possible:
(a) Prepare and file with the SEC a registration statement on any form
that qualifies, which Horizon shall deem appropriate and pursuant to which such
offering may be made in accordance with the intended method of distribution with
respect to such Registrable Securities and in the case of a registration
pursuant to Article I, use its best efforts to cause such registration statement
to become effective within seventy-five (75) days of the date that Horizon
received a request for the registration of such Registrable Securities from the
Holders in accordance with the terms of Article I;
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(b) Participation in Preparation. Provide any Holders participating,
or electing to participate in an offering of Registrable Securities thereof (the
"PARTICIPATING HOLDERS") of Registrable Securities, any underwriter
participating in any disposition pursuant to a registration statement, and any
attorney, accountant or other agent retained by any Participating Holder or
underwriter (each an "INSPECTOR" and, collectively, the "INSPECTORS"), the
opportunity to participate, including, but not limited to, reviewing, commenting
on and attending all meetings in the preparation of such registration statement,
each prospectus included therein or filed with the SEC and each amendment or
supplement thereto;
(c) Due Diligence. For a reasonable period prior to the filing of any
registration statement pursuant to this Agreement, make available for inspection
and copying by the Inspectors such financial and other information and books and
records, pertinent corporate documents and properties of Horizon and its
subsidiaries and cause the officers, directors, employees, counsel and
independent certified public accountants of Horizon and its subsidiaries to
respond to such inquiries and to supply all information reasonably requested by
any such Inspector in connection with such registration statement, as shall be
reasonably necessary, in the judgment of the respective counsel referred to in
Article IV(b), to conduct a reasonable investigation within the meaning of the
Securities Act;
(d) Promptly notify each Holder, the sales or placement agent, if any,
therefor and the managing underwriter of the securities being sold, (A) when
such registration statement or the prospectus included therein or any prospectus
amendment or supplement or post-effective amendment has been filed, and, with
respect to any such registration statement or any post-effective amendment, when
the same has become effective, (B) of any comments (oral or written) by the SEC
and by the blue sky or securities commissioner or regulator of any state with
respect thereto or (C) of any request by the SEC for any amendments or
supplements to such registration statement or the prospectus or for additional
information, and in the case of a registration pursuant to Article I, prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary to
keep such registration statement effective for a period of not less than ninety
(90) consecutive days, or such shorter period which will terminate on the date
when all Registrable Securities covered by such registration statement have been
sold (but not before the expiration of the applicable prospectus delivery
period), and comply with the provisions of the Securities Act with respect to
the disposition of all securities covered by such registration statement during
such period in accordance with the intended methods of disposition by the
sellers thereof set forth in such registration statement;
(e) Furnish to each seller of Registrable Securities in accordance
with Section 11.1 hereof, such number of copies of such registration statement,
each amendment and supplement thereto, the prospectus included in such
registration statement (including each preliminary prospectus) and such other
documents as such seller may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such seller;
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(f) Use its best efforts to register or qualify such Registrable
Securities under such other securities or blue sky laws of such jurisdictions
within the United States as the sellers or underwriters shall request, to keep
such registration or qualification in effect for so long as the registration
statement is in effect and do any and all other acts and things which may be
reasonably necessary or advisable to enable such sellers to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
sellers (provided that Horizon will not be required to qualify generally to do
business or file any general consent to service of process in any jurisdiction
where it would not otherwise be required to qualify or file but for this
subparagraph);
(g) Use its best efforts to obtain all other approvals, covenants,
exemptions or authorizations from such governmental agencies or authorities as
may be necessary to enable the sellers of such Registrable Securities to
consummate the disposition of such Registrable Securities;
(h) Promptly notify each seller of such Registrable Securities at any
time when a prospectus relating thereto is required to be delivered under the
Securities Act of the happening of any event as a result of which the prospectus
included in such registration statement contains an untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the
circumstances then existing, and subject to Article I(e) hereof, prepare and
file as soon as practicable (but, subject to Article I(e) hereof, in no event
later than ten (10) business days following notice of the occurrence of such
event to each seller of Registrable Securities in accordance with Section 11.1
hereof) with the SEC and promptly notify each Holder of Registrable Securities
of the filing of, a supplement to such prospectus or an amendment to the
registration statement so that, as thereafter delivered to the purchasers of
such Registrable Securities, such prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances under which they were made and, subject to Article
I(e) hereof, in the case of an amendment to the registration statement, use
reasonable best efforts to cause it to become effective as soon as possible;
(i) Promptly notify in writing the Participating Holders, the sales or
placement agent, if any, therefor and the managing underwriter of the securities
being sold of the issuance by the SEC of (A) any stop order issued or threatened
to be issued by the SEC or (B) any notification with respect to the suspension
of the qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose, and Horizon agrees to use its reasonable best
efforts, subject to Article I(e) hereof, to (x) prevent the issuance of any such
stop order, and in the event of such issuance, to obtain the withdrawal of any
such stop order and (y) obtain the withdrawal of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any Registrable Securities included in such registration statement for sale in
any jurisdiction at the earliest practicable date;
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(j) If the offering is to be underwritten, enter into any necessary
agreements in connection therewith (including an underwriting agreement
containing customary representations, warranties and agreements);
(k) Obtain a "cold comfort" letter from Horizon's independent public
accountants in customary form and covering such matters of the type customarily
covered by "cold comfort" letters as the managing underwriter may reasonably
request;
(l) Furnish, at the request of any underwriter of Registrable
Securities on the date such securities are delivered to the underwriters for
sale pursuant to such registration, an opinion, dated such date, of counsel
representing Horizon for the purposes of such registration, addressed to the
Holders, and the placement agent or sales agent, if any, thereof and the
underwriters, if any, thereof, covering such legal matters with respect to the
registration in respect of which such opinion is being given as such underwriter
may reasonably request and as are customarily included in such opinions;
(m) Use its reasonable best efforts to comply with all applicable
rules and regulations of the SEC and make available to its shareholders, as soon
as reasonably practicable, but no later than eighteen (18) months after the
effective date of any registration statement, an earnings statement covering a
period of twelve (12) months beginning after the effective date of such
registration statement, in a manner which satisfies the provisions of Section
11(a) of the Securities Act and Rule 158 thereunder;
(n) Provide officers' certificates and other customary closing
documents;
(o) Cooperate with each Participating Holder and each underwriter
participating in the disposition of such Registrable Securities and
underwriters' counsel in connection with any filings required to be made with
the National Association of Securities Dealers, Inc. ("NASD");
(p) Cause appropriate officers as are reasonably requested by a
managing underwriter to participate in a "road show" or similar marketing effort
being conducted by such underwriter with respect to an underwritten public
offering;
(q) Cause all such Registrable Securities registered pursuant hereto
to be listed on each securities exchange or other quotation service on which
similar securities issued by Horizon are then listed;
(r) Provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereto and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration;
(s) Subject to Article I(e) hereof, use its reasonable best efforts to
take all other actions necessary to effect the registration of the Registrable
Securities contemplated hereby; and
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(t) Use its reasonable best efforts to assist a Holder in facilitating
private sales of Registrable Securities by, among other things, providing
officers' certificates and other customary closing documents.
ARTICLE V
REGISTRATION EXPENSES
All expenses other than underwriting discounts and commissions incurred in
connection with registrations, filings or qualifications, including without
limitation, blue sky, pursuant hereto, including (without limitation) all SEC,
stock exchange, NASD and other registration, filing and qualification fees,
printers' and accounting fees and fees and disbursements of counsel for Horizon,
shall be borne by Horizon; provided, however, that Horizon shall not be required
to pay for any expenses of any registration proceeding begun pursuant to Article
I hereof if the registration request is subsequently withdrawn at the request of
the Holders of a majority of the Registrable Securities to be registered (in
which case all Participating Holders shall bear such expenses), unless all
Holders agree to forfeit their right to one Demand Registration pursuant to
Article I. Horizon shall also bear the fees, charges and disbursements of a
single counsel to all of the Holders participating in any offering covered
hereunder, not to exceed $50,000.00 in the aggregate.
ARTICLE VI
UNDERTAKINGS OF THE HOLDERS OF REGISTRABLE SECURITIES
5.1 Suspension of Sales. If any Registrable Securities are included in a
registration statement pursuant to the terms of this Agreement, the Holder
thereof will not (until further notice delivered in accordance with Section 11.1
hereof) effect sales thereof after receipt of written notice from Horizon
pursuant to Article IV(h) or Article IV(i) and delivered in accordance with
Section 11.1 hereof of the occurrence of an event specified therein in order to
permit Horizon to correct or update the registration statement or prospectus as
set forth in this Agreement (such period not to exceed sixty (60) days, as
applicable; provided that the obligations of Horizon with respect to maintaining
any registration statement current and effective shall be extended by a period
of days equal to the period said suspension is in effect.
5.2 Compliance. If any Registrable Securities are being registered in any
registration pursuant to this Agreement, the Holder thereof will comply with all
anti-stabilization, manipulation and similar provisions of Section 10 of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and any rules
promulgated thereunder by the SEC.
5.3 Termination of Effectiveness. At the end of the period during which
Horizon is obligated to keep a registration statement current and effective as
described herein, each Holder of Registrable Securities included in the
registration statement shall
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discontinue sales thereof pursuant to such registration statement, unless such
Holder has received written notice from Horizon delivered in accordance with
Section 11.1 hereof of its intention to continue the effectiveness of such
registration statement with respect to any of such securities which remain
unsold.
5.4 Furnish Information. It shall be a condition precedent to the
obligations of Horizon to take any action pursuant to this Agreement with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to Horizon such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall reasonably be required to effect the registration of such Holder's
Registrable Securities or as shall otherwise reasonably be requested by Horizon,
which request shall be delivered in accordance with Section 11.1 hereof;
provided, however, that this shall not affect the rights of Horizon with respect
to, or the obligations of Horizon under this Agreement to, any other Holder.
ARTICLE VII
UNDERWRITTEN REGISTRATIONS
No Holder of Registrable Securities may participate in any registration
hereunder which is underwritten unless such Holder (i) agrees to sell such
Holder's securities on the basis provided in any underwriting arrangements
approved by the Holder or Holders entitled hereunder to approve such
arrangements, and (ii) completes and executes all customary questionnaires,
powers of attorney, indemnities, underwriting agreements, "lock-up" agreements
and other documents reasonably required under the terms of such underwriting
arrangements, provided that no Holder of Registrable Securities included in any
underwritten registration shall be required to make any representations or
warranties to Horizon or the underwriters on account of the registration of
shares owned by such Holder other than representations and warranties regarding
such Holder and such Holder's intended method of distribution. Such Holders of
Registrable Securities to be sold by such underwriters may, at their option,
require that any or all of the representations and warranties by, and the other
agreements on the part of, Horizon to and for the benefit of such underwriters
shall also be made to and for the benefit of such Holders of Registrable
Securities and that any or all of the conditions precedent to the obligations of
such underwriters under such underwriting agreement be conditions precedent to
the obligations of such Holders of Registrable Securities.
ARTICLE VIII
ASSIGNMENT OF REGISTRATION RIGHTS
The rights of a Holder of Registrable Securities set forth in this
Agreement (including a Holder who received the Registrable Securities by an
assignment permitted pursuant to this Agreement), including the right to cause
Horizon to register Registrable Securities and pay the Registration Expenses,
incurred in connection therewith, to the extent set forth herein, may be
assigned by such Holder.
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ARTICLE IX
INDEMNIFICATION
9.1 Indemnification by Horizon. Horizon shall, notwithstanding termination
of this Agreement indemnify and hold harmless, with respect to any registration
statement filed by it, to the fullest extent permitted by law, each Holder of
Registrable Securities covered by such registration statement, its officers,
directors, employees, agents, affiliates and general or limited partners (and
the directors, officers, employees, affiliates and agents thereof) and each
other person, if any, who controls such Holder within the meaning of the
Securities Act (collectively, the "HOLDER INDEMNIFIED PARTIES") against any and
all losses, claims, damages, liabilities and expenses joint or several
(including without limitation reasonable fees of counsel and any amounts paid in
settlement effected with Horizon's consent, which consent shall not be
unreasonably delayed or withheld) (collectively, "LOSSES") to which any such
Holder Indemnified Party may become subject under the Securities Act, the
Exchange Act, any other federal law, any state or common law, any rule or
regulation promulgated thereunder or otherwise, insofar as such Losses (or
actions or proceedings, whether commenced or threatened, in respect thereof) are
resulting from or arising out of or based upon (i) any untrue statement or
alleged untrue statement of a material fact contained in any registration
statement in which such Registrable Securities were included as contemplated
hereby or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading or (ii) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary, final or summary prospectus,
together with the documents incorporated by reference therein (as amended or
supplemented if Horizon shall have filed with the SEC any amendment thereof or
supplement thereto), or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or (iii) any violation by Horizon of the Securities Act,
the Exchange Act, any other federal law, any state or common law, or any rule or
regulation promulgated thereunder in connection with any such registration; and
in each such case, Horizon shall reimburse each such Holder Indemnified Party
for any reasonable legal or any other Losses incurred by any of them in
connection with investigating or defending any such loss, claim, damage,
liability, expense, action or proceeding (collectively a "CLAIM"); provided,
however, that Horizon shall not be liable to any such Holder Indemnified Party
in any such case to the extent that any such Claim (or action or proceeding,
whether commenced or threatened, in respect thereof) arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged
omission made in such registration statement or amendment thereof or supplement
thereto or in any such preliminary, final or summary prospectus in reliance upon
and in strict conformity with written information furnished to Horizon by or on
behalf of any such Holder Indemnified Party relating to such Holder Indemnified
Party specifically stating that it is for use in the preparation thereof, and
provided further, that Horizon shall not be liable to any such Holder
Indemnified Party with respect to any preliminary prospectus to the extent that
any such Losses of such Holder Indemnified Party results from the fact that such
Holder Indemnified Party sold
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Registrable Securities to a person to whom there was not sent or given, at or
before the written confirmation of such sale, a copy of the prospectus
(excluding documents incorporated by reference) or of the prospectus as then
amended or supplemented (excluding documents incorporated by reference) if
Horizon has previously furnished copies thereof to such Holder Indemnified Party
in compliance with this Agreement and the Losses of such Holder Indemnified
Party results from an untrue statement or omission of a material fact contained
in such preliminary prospectus which was corrected in the prospectus (or the
prospectus as then amended or supplemented). Such indemnity and reimbursement of
expenses and obligations shall remain in full force and effect regardless of any
investigation made by or on behalf of the Holder Indemnified Parties and shall
survive the transfer of such securities by such Holder Indemnified Parties. In
connection with an underwritten offering, Horizon shall indemnify such
underwriters, their officers and directors and each person who controls such
underwriters (within the meaning of the Securities Act) to the same extent as
provided above with respect to the indemnification of the Holders of Registrable
Securities.
9.2 Indemnification by Holders. Each Holder of Registrable Securities
participating in any registration hereunder shall severally, and not jointly,
indemnify and hold harmless, to the fullest extent permitted by law, Horizon,
its directors, officers, employees, Affiliates and agents, and each Person who
controls Horizon (within the meaning of the Securities Act) (collectively,
"HORIZON INDEMNIFIED PARTIES") to the same extent as the foregoing indemnity
from Horizon to the Holders as set forth in Section 9.1 (subject to the
exceptions set forth in the foregoing indemnity, the proviso to this sentence
and applicable law), but only with respect to any such information furnished in
writing by such Holder for use therein; provided, however, that the liability of
any Holder under this Section 9.2 shall be limited to the amount of the net
proceeds received by such Holder in the offering giving rise to such liability.
Such indemnity obligation shall remain in full force and effect regardless of
any investigation made by or on behalf of Horizon Indemnified Parties (except as
provided above) and shall survive the transfer of such securities by such
Holder.
9.3 Conduct of Indemnification Proceedings. Promptly after receipt by an
indemnified party under Section 9.1 or 9.2 above of written notice delivered in
accordance with Section 11.1 hereof of the commencement of any action, suit,
proceeding, investigation or threat thereof with respect to which a claim for
indemnification may be made pursuant to this Section, such indemnified party
shall, if a claim in respect thereto is to be made against an indemnifying
party, promptly give written notice delivered in accordance with Section 11.1
hereof to the indemnifying party of the threat or commencement thereof,
provided, however, that the failure to so notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
except to the extent that the indemnifying party is actually prejudiced by such
failure to give notice in accordance with Section 11.1 hereof. If any such claim
or action referred to under Section 9.1 or 9.2 above is brought against any
indemnified party and it then notifies the indemnifying party of the threat or
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it wishes, jointly with any other indemnifying
party similarly notified, to assume the defense thereof with counsel
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reasonably satisfactory to such indemnified party (who shall not, except with
the consent of the indemnified party, be counsel to the indemnifying party).
After notice delivered in accordance with Section 11.1 hereof from the
indemnifying party to such indemnified party of its election so to assume the
defense of any such claim or action, the indemnifying party shall not be liable
to such indemnified party under this Article IX for any legal expenses of
counsel or any other expenses (other than reasonable costs of investigation)
subsequently incurred by such indemnified party in connection with the defense
thereof, unless the indemnifying party has failed to assume the defense of such
claim or action or to employ counsel reasonably satisfactory to such indemnified
party. Notwithstanding the foregoing, the indemnified party shall have the right
to retain its own counsel, with the fees and expenses to be paid by the
indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party and any other party
represented by such counsel in such action. The indemnifying party shall not be
required to indemnify the indemnified party with respect to any amounts paid in
settlement of any action, proceeding or investigation entered into without the
written consent of the indemnifying party, which consent shall not be
unreasonably delayed or withheld. No indemnifying party shall consent to the
entry of any judgment or enter into any settlement without the consent of the
indemnified party unless (i) such judgment or settlement does not impose any
obligation or liability upon the indemnified party other than the execution,
delivery or approval thereof, and (ii) such judgment or settlement includes as
an unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a full release and discharge from all liability in respect
of such claim and a full release of all persons that may be entitled to or
obligated to provide indemnification or contribution under this Article.
The obligations of Horizon and the Holders of Registrable Securities under
this Article IX shall survive the completion of any offering of Registrable
Securities in a registration statement under this Agreement and the termination
of this Agreement.
9.4 Contribution. If the indemnification provided for in this Article IX is
unavailable to or insufficient to hold harmless an indemnified party under
Section 9.1 or 9.2, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of the Losses (or actions
or proceedings in respect thereof) referred to in Section 9.1 or 9.2 in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and the indemnified party on the other in connection with
the statements, omissions, actions or inactions which resulted in such losses,
claims, damages, liabilities or expenses. The relative fault of the indemnifying
party and the indemnified party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the indemnifying party or the indemnified party, any action or
inaction by any such party, and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement, omission,
action or inaction; provided, however, that the liability of any Holder under
this Section 9.4 shall be limited to the amount of net proceeds received by such
Holder in the offering giving rise to such liability. The amount paid or payable
by an
15
indemnified party as a result of the Losses (or actions or proceedings in
respect thereof) pursuant to this Section 9.4 shall be deemed to include any
reasonable legal or other expenses incurred by such indemnified party in
connection with investigating or defending any such action or claim (which shall
be limited as provided in Section 9.3 if the indemnifying party has assumed the
defense of any such action in accordance with the provisions thereof) which is
the subject of this Section 9.4. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. Promptly after receipt by an indemnified party
under this Section 9.4 of written notice delivered in accordance with Section
11.1 hereof of the commencement of any action, suit, proceeding, investigation
or threat thereof with respect to which a claim for contribution may be made
against an indemnifying party under this Section 9.4, such indemnified party
shall, if a claim for contribution in respect thereto is to be made against an
indemnifying party, give written notice in accordance with Section 10.1 hereof
to the indemnifying party of the commencement thereof (if the notice specified
in Section 9.3 has not been given with respect to such action), provided,
however, that the failure to so notify the indemnifying party shall not relieve
it from any obligation to provide contribution which it may have to any
indemnified party under this Section 9.4, except to the extent that the
indemnifying party is actually prejudiced by the failure to give notice in
accordance with Section 11.1 hereof. The parties hereto agree that it would not
be just and equitable if contribution pursuant to this Section 9.4 were
determined by pro rata allocation or by any other method of allocation which
does not take account of equitable considerations referred to in this Section
9.4.
If indemnification is available under this Article IX, the indemnifying
parties shall indemnify each indemnified party to the fullest extent provided in
Sections 9.1 and 9.2 hereof, without regard to the relative fault of said
indemnifying party or indemnified party or any other equitable consideration
provided for in this Section 9.4. The provisions of this Section 9.4 shall be in
addition to any other rights to indemnification or contribution which any
indemnified party may have pursuant to law or contract, shall remain in full
force and effect regardless of any investigation made by or on behalf of any
indemnified party, and shall survive the transfer of securities by any such
party; provided that any indemnification of similar scope entered into pursuant
to an underwriting agreement in connection with an offering contemplated herein
shall supersede this Article IX.
9.5 Indemnification and Contribution of Underwriters. In connection with
any underwritten offering contemplated by this Agreement which includes
Registrable Securities, Horizon and all Holders of Registrable Securities
included in any registration statement shall agree to customary provisions for
indemnification and contribution (consistent with the other provisions of this
Article IX) in respect of losses, claims, damages, liabilities and expenses of
the underwriters of such offering.
ARTICLE X
RULE 144; OTHER EXEMPTIONS
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With a view to making available to the Holders the benefits of Rule 144
promulgated under the Securities Act and other rules and regulations of the SEC
that may at any time permit a Holder to sell securities of Horizon to the public
without registration, Horizon covenants that it shall (i) file in at timely
manner all reports and other documents required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations adopted by the
SEC thereunder and (ii) take such further action as each Holder may reasonably
request (including, but not limited to, providing any information necessary to
comply with Rule 144 under the Securities Act) at any time after the date which
is ninety (90) days following the effective date of the first registration
statement filed by Horizon with, and declared effective by, the SEC, all to the
extent required from time to time to enable such Holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (x) Rule 144 (if available with respect to resales
of the Registrable Securities) under the Securities Act, as such rule may be
amended from time to time or (y) any other similar rules or regulations now
existing or hereafter adopted by the SEC.
ARTICLE XI
MISCELLANEOUS
11.1 Notices. All notices, requests and other communications hereunder
shall be in writing and will be deemed to have been duly given and received by
any party hereto and any permitted transferees thereof (i) when personally
delivered to the appropriate Notice Person (as defined below), (ii) when sent by
telefax to the appropriate Notice Person at the number listed below for such
Notice Person, (iii) two (2) business days after the day on which the same has
been delivered prepaid to an international courier service for delivery to the
appropriate Notice Person, or (iv) five (5) business days after the deposit in
the United States mail, registered or certified, return receipt requested,
postage prepaid, for delivery to the appropriate Notice Person, in each case
addressed to the following addresses:
(i) If to Horizon:
HORIZON PCS, INC.
00 Xxxx Xxxx Xxxxxx
Xxxxxxxxxxx, Xxxx 00000
Attention: Chief Executive Officer
Fax: (000) 000-0000
with a copy to:
Xxxxxx Xxxxxx Xxxxxxx LLP
000 00xx Xxxxxx XX, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
17
Attention: Xxxxxx X. Xxxxxxx, Xx.
Fax: (000) 000-0000
(ii) If to Apollo Holders:
Xxxxxxx X. Xxxxxx
General Counsel
Apollo Real Estate Management, L.P.
00000 Xxxxxxxxxxxxx Xxxxxxxxx
00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Xxxxxx Xxxxxx of America
Fax: (000) 000-0000
Horizon or any Holder (collectively, the "NOTICE PERSONS") from time to time may
change its or his or her address, telefax number or other information for the
purpose of notices to the specified parties by giving notice specifying such
change to the other Notice Persons.
11.2 Market Stand-Off Agreement. Each Holder hereby agrees that, during the
period of duration (up to, but not exceeding, ninety (90) days (one hundred
eighty (180) days in connection with Horizon's initial public offering of its
common stock)) specified by an underwriter of common stock or other securities
of Horizon, following the date of the final prospectus distributed in connection
with any registration statement of Horizon filed under the Securities Act with
respect to an underwritten offering, it shall not, to the extent requested by
such underwriter, directly or indirectly sell, offer to sell, contract to sell
(including, without limitation, any short sale), grant any option to purchase or
otherwise transfer or dispose of (other than to donees who agree to be similarly
bound) any securities of Horizon held by it at any time during such period
except common stock included in such registration; provided, however, that
Horizon shall utilize its reasonable best efforts to ensure that all officers
and directors of Horizon, all ten percent security holders, and all other
persons with registration rights granted subsequent to the date hereof enter
into similar agreements and provided further that if the Company or any other
holder of securities of the Company who own more than one percent (1%) of the
Common Stock on an "as-converted" basis shall be subject to a shorter lock-up
period, the lock-up period shall be such shorter period for the Holder. The
Company hereby agrees that, during the period of duration (up to, but not
exceeding, ninety (90) days (one hundred eighty (180) days in connection with
Horizon's initial public offering of its common stock)) specified by an
underwriter of common stock or other securities of Horizon, following the date
of the final prospectus distributed in connection with any registration
statement of Horizon filed under the Securities Act with respect to an
underwritten offering, it shall not, to the extent requested by such
underwriter, directly or indirectly sell, offer to sell, contract to sell
(including, without limitation, any short sale), grant any option to purchase or
otherwise transfer or dispose of (other than to donees who agree to be similarly
bound) any securities of Horizon held by it at any time during such period
except common stock included in such registration.
18
In order to enforce the foregoing covenant, Horizon may impose
stop-transfer instructions with respect to the Registrable Securities of each
Holder (and the shares or securities of every other person subject to the
foregoing restriction) until the end of such period, and each Holder agrees
that, if so requested, such Holder will execute an agreement in the form
provided by the underwriter containing terms which are essentially consistent
with the provisions of this Section 11.2.
Notwithstanding the foregoing, the obligations described in this
Section 11.2 shall not apply to a registration relating solely to employee
benefit plans on Form S-8 or similar forms which may be promulgated in the
future, or a registration relating solely to an SEC Rule 145 transaction on Form
S-4 or similar forms which may be promulgated in the future.
11.3 Rights of Holders. Each Holder of Registrable Securities shall have
the absolute right to exercise or refrain from exercising any right or rights
that such Holder may have by reason of this Agreement, including, without
limitation, the right to consent to the waiver or modification of any obligation
under this Agreement, and such Holder shall not incur any liability to any other
Holder of any securities of Horizon as a result of exercising or refraining from
exercising any such right or rights.
11.4 Assignment. Subject to and without limiting the provisions of Article
VII hereof, neither this Agreement nor any right, interest or obligation
hereunder may be assigned by any party hereto without the prior written consent
of the other parties hereto and any attempt to do so will be void. Subject to
the preceding sentence, this Agreement is binding upon, inures to the benefit
of, and is enforceable by the parties hereto and their respective successors and
permitted assigns.
11.5 Waiver. Any term or condition of this Agreement may be waived at any
time by the party that is entitled to the benefit thereof, but no such waiver
shall be effective unless set forth in a written instrument duly executed by or
on behalf of the party waiving such term or condition. No waiver by any party of
any term or condition of this Agreement, in any one or more instances, shall be
deemed to be or construed as a waiver of the same or any other term or condition
of this Agreement on any future occasion.
11.6 Amendment. This Agreement may be amended, supplemented or modified
only by a written instrument duly executed by Horizon and Holders of a majority
in interest of the outstanding Registrable Securities.
11.7 Remedies. Each party hereto will be entitled to enforce any right
granted to such party by any provision of this Agreement specifically to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that any party may in its sole discretion
apply to any court of law or equity of competent jurisdiction (without posting
any bond or other security) for specific performance and for
19
other injunctive relief in order to enforce or prevent violation of the
provisions of this Agreement.
11.8 Entire Agreement. This Agreement supersedes all prior discussions and
agreements among the parties hereto with respect to the subject matter hereof
and contains the sole and entire agreement among the parties hereto with respect
to the subject matter hereof.
11.9 Captions. The captions used in this Agreement have been inserted for
convenience of reference only and do not define or limit the provisions hereof.
11.10 Exhibits and Schedules. All exhibits and schedules, if any, referred
to in this Agreement, all attachments to such exhibits or schedules, and any
other attachment to this Agreement are hereby incorporated by reference into
this Agreement and hereby are made a part of this Agreement as if set out in
full herein.
11.11 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to a contract
executed and performed in such State, without giving effect to the conflicts of
laws principles thereof.
11.12 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together will constitute one and the same instrument.
11.13 Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction, it being intended and understood that all of the rights and
privileges of the Holders shall be enforceable to the fullest extent permitted
by law.
11.14 No Third Party Beneficiary. This Agreement shall not confer any
rights or remedies upon any person other than the parties hereto and their
respective successors and permitted assigns.
11.15 No More Favorable or Inconsistent Agreement; Other Registration
Rights. Horizon represents and warrants that it has not granted registration
rights and agrees that, from and after the date of this Agreement, it shall not,
without the prior written consent of the Holders of at least a majority of the
then outstanding Registrable Securities, enter into any agreement (or any
amendment or waiver of the provisions of any agreement) with any holder or
prospective holder of any securities of Horizon giving such holder or
prospective holder any registration rights the terms of which in terms of
piggyback inclusion priority are more favorable than the registration rights
granted to the Holders hereunder.
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[signature pages to follow]
21
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
HORIZON PCS, INC., a Delaware corporation
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
APOLLO INVESTMENT FUND IV, L.P.,
a Delaware limited partnership
By: Apollo Capital Management IV, Inc.
Its General Partner
By:
---------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
APOLLO OVERSEAS PARTNERS IV, L.P., a
Cayman Islands exempted limited partnership
By: Apollo Capital Management IV, Inc.
Its General Partner
By:
---------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
