Exhibit B
STOCKHOLDERS AGREEMENT
This Stockholders Agreement dated September 22, 1997 (this
"Agreement") by and among Candlewood Hotel Company, Inc. (the "Company"), a
Delaware corporation, Doubletree Corporation, a Delaware corporation (together
with its subsidiaries, "Doubletree"), the Xxxxxx X. Fix Family Partnership,
L.P., a Kansas limited partnership (the "Fix Partnership") and Xxxx X. XxXxxx
("XxXxxx"), on behalf of himself and as representative of the Alexander Xxxx
XxXxxx Trust dated March 14, 1995 and the Xxxxxxxxxxx Xxxxx XxXxxx Trust dated
March 14, 1995 (collectively, the "Trusts") (collectively, the "Initial
Holders") and each of the individuals or entities set forth in Schedule A hereto
(each a "Preferred Holder" and together the "Preferred Holders") (collectively,
the parties to this Agreement other than the Company are referred to as the
"Holders").
W I T N E S S E T H:
WHEREAS, the Initial Holders had previously entered into that certain
Stockholders Agreement dated as of September 30, 1996 relating to the governance
of the Company, including procedures for the election of directors, the approval
of certain significant corporate actions and rights relating to the purchase of
capital stock of the Company and the Initial Holders desire to terminate the
former agreement and enter into this Agreement;
WHEREAS, pursuant to the terms and conditions of the Stock Purchase
Agreement (the "Stock Purchase Agreement") dated as of August 27, 1997 between
the Company and the Preferred Holders, the Company has agreed to issue and sell,
and the Purchasers have severally agreed to purchase, shares of Series A
Cumulative Convertible Preferred Stock of the Company (the "Purchased Shares")
in the aggregate amount of 65,000 shares for an aggregate purchase price of
$65,000,000;
WHEREAS, it is a condition precedent to the obligation of the
Preferred Holders to purchase the Purchased Shares pursuant to the Stock
Purchase Agreement that the parties hereto enter into this Agreement;
NOW, THEREFORE, in consideration of the agreement of the Preferred
Holders to purchase the Purchased Shares and other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
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I.
DEFINITIONS
-----------
A. Defined Terms. All terms capitalized but not defined herein
shall have the meanings attributable to such terms in the Stock Purchase
Agreement, except where the context otherwise requires. The following
additional terms when used in this Agreement, including its preamble and
recitals, shall, except where the context otherwise requires, have the following
meanings, such meanings to be equally applicable to the singular and plural
forms thereof:
"Affiliate" of a Holder means any Person, other than the Company,
controlling, controlled by or under common control with such Holder.
"Board" means the Board of Directors of the Company.
"Common Stock" means and includes the Company's currently authorized
common stock, $.01 par value per share.
"XxXxxx/Fix Holders" means XxXxxx, the Trusts and the Fix Partnership
(so long as each is a Holder) and each Permitted Transferee, other than the
Company, who becomes a Holder.
"XxXxxx/Fix Shares" means the shares of Common Stock owned of record
or beneficially by XxXxxx, the Trusts and the Fix Partnership on the Effective
Date.
"XxXxxx Holders" means XxXxxx and the Trusts (so long as each is a
Holder) and each Permitted Transferee of XxXxxx, other than the Company, who
becomes a Holder.
"XxXxxx Shares" means the shares of Common Stock owned of record or
beneficially by XxXxxx and the Trusts on the Effective Date.
"Director" means a director of the Company.
"Doubletree Holders" means Doubletree (so long as it is a Holder) and
each Permitted Transferee of Doubletree, other than the Company, who becomes a
Holder.
"Doubletree Shares" means the Shares of Common Stock owned of record
or beneficially by Doubletree on the Effective Date.
"Effective Date" means the date on which the Doubletree Shares, the
XxXxxx Shares and the Fix Partnership Shares were issued to Doubletree, XxXxxx,
the Trusts and the Fix Partnership.
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"Fix Partnership Holders" means the Fix Partnership (so long as it is
a Holder) and each Permitted Transferee of the Fix Partnership, other than the
Company, who becomes a Holder.
"Fix Partnership Shares" means the shares of Common Stock owned of
record or beneficially by the Fix Partnership on the Effective Date.
"Holder" shall have the meaning set forth in the preamble hereto.
"Initial Holder" means a record or beneficial owner of any Subject
Shares.
"Permitted Transferee" of a Holder means (i) a successor to such
Holder by operation of law pursuant to a statutory merger, consolidation,
dissolution or liquidation, (ii) a purchaser of all or substantially all of such
Holder's assets, (iii) a Person owning, directly or indirectly, a majority of
the voting interests or other comparable equity interests of such Holder, a
Person under common control with such Person (including, in the case of an
individual, a family member or a trust controlled by a family member) or a
Person of which such Holder owns, directly or indirectly, a majority of the
outstanding voting securities or other comparable equity interests, (iv) a
successor to such Holder by will or through the laws of descent, or through a
gift or other contribution made in anticipation of the death of such Holder or
(v) as to any Series A Preferred Stock or Share Equivalent, any transferee
permitted by the terms of the Stock Purchase Agreement other than (x) a
competitor in the extended stay hotel business or (y) an entity owning more than
20% of the equity securities of such competitor or represented on the board of
directors of such competitor, including in each case in connection with this
clause (y), Affiliates of such competitor; provided, however, that in each case
the successor, purchaser or Person referred to in clauses (i), (ii) or (iii) of
this definition was an Affiliate of such Holder prior to such merger,
consolidation, dissolution, liquidation, purchase of assets or acquisition of
voting securities or other comparable equity interests and, in each case
referred to in clauses (i), (ii), (iii), (iv) or (v) of this definition, the
Permitted Transferee has become a party to and agreed to be bound by this
Agreement as to all Subject Shares or shares of Series A Preferred Stock then
being transferred to it. "Permitted Transferee" includes successive transferee
in transactions described in the preceding sentence.
"Person" means and includes an individual, a corporation, a limited
liability company, an association, a partnership, a trust or estate, a
government or any department or agency thereof.
"Preferred Holder" means each of the parties listed on Schedule A
hereto (so long as it is a Holder) and each Permitted Transferee of such
Preferred Holder, other than the Company, who becomes a Holder.
"Public Sale" means a sale of Subject Shares pursuant to an effective
registration statement in accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission") or a sale pursuant to Rule
144 thereof.
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"Purchaser Group" means (i) Olympus Growth Fund II, L.P. with respect
to one nominee for director of the Company, (ii) Xxxxx Capital with respect to
one nominee for director of the Company and (iii) Pecks Management with respect
to one nominee for director of the Company (each a "Significant Purchaser"), so
long as such Significant Purchaser shall hold at least 20% of the shares of
Series A Preferred Stock or Share Equivalents purchased by such Significant
Purchaser pursuant to the Stock Purchase Agreement, and, if at any time such
Significant Purchaser shall waive its rights hereunder or shall hold less than
20% of the shares of Series A Preferred Stock or Share Equivalents purchased by
such Significant Purchaser pursuant to the Stock Purchase Agreement, the
designee formerly designated by such Significant Purchaser shall henceforth be
designated by all of the Preferred Holders holding shares of Series A Preferred
Stock or Share Equivalents.
"Series A Preferred Stock" means the Series A Cumulative Convertible
Preferred Stock, par value $.01 per share, of the Company.
"Share Equivalents" of the Series A Preferred Stock means the number
of shares of Common Stock that are issued or issuable upon conversion of the
Series A Preferred Stock but excluding any shares sold in a Public Sale.
"Stock Purchase Agreement" shall have the meaning set forth in the
first WHEREAS clause.
"Subject Shares" means the Doubletree Shares, the XxXxxx Shares and
the Fix Partnership Shares; provided, however, that at all times, such term
shall include all Subject Shares that have been transferred by a Holder to a
Permitted Transferee of such Holder. Notwithstanding the foregoing, upon (A)
the disposition of any Subject Shares pursuant to a Public Sale to any Person,
or (B) the disposition of any Subject Shares other than pursuant to a Public
Sale to any Person other than a Permitted Transferee of the Holder thereof, the
shares so canceled or disposed of shall cease to be Subject Shares and
thereafter shall not be subject to any of the terms and conditions of this
Agreement.
II.
VOTING AGREEMENT
----------------
A. Board Nominations. The Company and the Holders have agreed (i)
that the Purchaser Group shall be entitled, through a nominating committee or
other procedure adopted by the Board, to designate for nomination by the Board
three nominees for election to the Board, (ii) that the Doubletree Holders shall
be entitled, through a nominating committee or other procedure adopted by the
Board, to designate for nomination by the Board two nominees for election to the
Board, (iii) that the XxXxxx/Fix Holders shall be entitled, through a nominating
committee or other procedure adopted by the Board, to designate for nomination
by the Board two nominees for election to the Board and (iv) that the Doubletree
Holders together with the XxXxxx/Fix Holders shall be entitled, through a
nominating committee or other procedure adopted by
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the Board of Directors, to designate for nomination by the Board the President
of the Company and/or such number of independent directors for election to the
Board as shall constitute the remainder of the Board.
B. BOARD OF DIRECTORS OF THE COMPANY. 1. So long as it shall hold any
shares of Series A Preferred Stock, Share Equivalents or Subject Shares, each
Holder agrees to vote all of its shares of Series A Preferred Stock, Share
Equivalents or Subject Shares, as applicable, as to which it has voting rights
for the election of all directors nominated pursuant to the immediately
preceding paragraph hereof. The nominees designated by the Preferred Holders
shall be identified in a proxy statement delivered to the Company stockholders
in connection with an annual or special meeting.
2. The Holders shall appear in person or by proxy at any annual or
special meeting of stockholders for the purpose of obtaining a quorum and shall
vote or cause the vote of the Series A Preferred Stock, Share Equivalents or
Subject Shares, as applicable, owned by such Holder or by any Affiliate of such
Holder, either in person or by proxy, to be cast in accordance with the
provisions of this Article 2.
3. Each Holder further agrees to vote all the Series A Preferred
Stock, Share Equivalents or Subject Shares, as applicable, with respect to which
it has direct or indirect voting rights, in favor of removal from the Board,
upon notice by the XxXxxx/Fix Holders, the Preferred Holders or the Doubletree
Holders that an individual designated by them pursuant to Section 2.1 should be
removed, and to use its best efforts to cause the Board to fill the vacancy so
vacated with another person designated by the party providing such notice. Each
Holder further agrees to cooperate fully in connection with the nomination of
Directors, the voting of its shares of Series A Preferred Stock, Share
Equivalents or Subject Shares, as applicable, the execution of written consents
(if then permissable under the Certificate of Incorporation of the Company), the
calling of meetings and other stockholder matters to effect the provisions of
this Article.
4. If any director is unable to serve, or once having commenced to
serve, is removed or withdraws from the Board, the party or parties who
designated such director will be entitled to designate a person to fill the
vacany on the Board so created and each Holder will use its best efforts to
cause the Board to fill the vacany so created with the person so designated, in
accordance with the Company's By-laws.
5. Each Holder agrees not to and not to permit any Affiliate to grant
any proxy or enter into or be bound by any voting trust with respect to its
Series A Preferred Stock, Share Equivalents or Subject Shares, as applicable, or
enter into any arrangements of any kind with any person with respect to its
Series A Preferred Stock, Share Equivalents or Subject Shares, as applicable, in
any such case in a manner that is inconsistent with the provisions of this
Agreement.
X. XXXXXX REPRESENTATION. Each Holder represents and warrants as to
itself that as of the date hereof (after giving effect to all transactions
occurring in connection with the sale of the Purchased Shares) such Holder is
not a party with any other Person to any
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other agreement with respect to the holding, voting, acquisition or disposition
of shares of Series A Preferred Stock, Share Equivalents or Subject Shares, as
applicable.
D. AGENT FOR AFFILIATED HOLDERS. If a portion or all of the Subject
Shares held by Doubletree, XxXxxx, the Trusts or the Fix Partnership shall be
transferred to one or more Permitted Transferees, resulting in the Subject
Shares which were theretofore held by such Holder being held by more than one
Holder, then Doubletree, XxXxxx, the Trusts or the Fix Partnership, as the case
may be, shall: (i) act, or shall cause one of such Holders, to act, as agent
and proxy for all purposes of this Agreement (including without limitation the
voting of Subject Shares, the nomination of Directors, the giving of consents,
the approval of amendments, the receipt of notices, etc.) for all of the
Doubletree Holders, XxXxxx Holders or the Fix Partnership Holders, as the case
may be, and (ii) specify in writing to the other parties that it (or such other
Holder) is to act as such agent and proxy, and thereafter the other parties
shall be entitled to look solely to, and to deal solely with, the person so
specified for all purposes of this Agreement as if such Holder held all the
Subject Shares held by the party providing such notice and its Permitted
Transferees.
E. IRREVOCABLE PROXY. The Fix Partnership Holders and the Trusts hereby
appoint XxXxxx as its and their proxy to exercise in XxXxxx'x sole discretion
all rights of the Fix Partnership Holders and the Trusts to designate persons
for nomination, removal or the filling of vacancies and to exercise all rights
pursuant to Article 2 hereof. This proxy is coupled with an interest in the
Company and shall be irrevocable. Except as set forth below in this paragraph,
this proxy may be invoked by XxXxxx at any time by notice to the other Holders
but, unless and until invoked, such rights may be exercised by the Fix
Partnership Holders and the Trusts; provided, however, that upon the death of
Xxxxxx X. Fix all such rights shall automatically vest in XxXxxx which shall
thereafter have the sole right to exercise all such rights of the Fix
Partnership Holders. Notwithstanding the foregoing, this proxy may not be
invoked or exercised after the death of Xxxx XxXxxx.
F. TERMINATION. The rights and obligations of any holder of Series A
Preferred Stock, Share Equivalents or Subject Shares pursuant to this Agreement
shall terminate (a) as to any Significant Purchaser, if such Significant
Purchaser shall hold, beneficially or of record, less than 20% of the shares of
Series A Preferred Stock or Share Equivalents purchased by such Significant
Purchaser pursuant to the Stock Purchase Agreement, (b) as to any rights of any
holder of Series A Preferred Stock or Share Equivalents, upon waiver of such
rights in writing, (c) as to any holder of Share Equivalents, upon transfer of
such Share Equivalents pursuant to a registered public offering, block trade or
other public sale, including pursuant to Rule 144 under the Securities Act of
1933, as amended, (d) as to all holders of Series A Preferred Stock or Share
Equivalents, upon failure of such holders or their Permitted Transferees,
collectively, to hold, beneficially or of record, at least 20% of the shares of
Series A Preferred Stock or Share Equivalents, and (e) as to the holders of the
Doubletree Shares or the XxXxxx/Fix Shares, upon both the failure of such
holders or their Permitted Transferees, collectively, to hold, beneficially or
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of record, at least 20% of the outstanding voting interests of the Company and
the termination of the rights of the Preferred Holders pursuant to subsection
(d) hereof.
III.
GENERAL PROVISIONS
------------------
A. LEGEND ON SHARE CERTIFICATES. (a) All certificates for shares of
Series A Preferred Stock, Share Equivalents or Subject Shares which are
subject to the terms and provisions of Article 2, in addition to such other
legends as may be required by law, shall bear the legend set forth in
Article VII of the Stock Purchase Agreement and the following legend:
The shares represented by this certificate are also subject to certain
requirements as to voting contained in the Stockholders Agreement
dated September 22, 1997 among the Company, and certain stockholders,
a copy of which is on file with the Secretary of the Company.
(b) Upon the termination of this Agreement with respect to any shares
of Series A Preferred Stock, Share Equivalents or Subject Shares pursuant to
Section 2.6, each Holder shall be entitled to receive, in exchange for any
certificate bearing the legend described in subsection (a) of this Section 3.1,
a certificate only bearing the legend set forth in Article VII of the Stock
Agreement, unless the Company shall have determined (based upon advice of legal
counsel) that such legend is no longer required by law.
IV.
MISCELLANEOUS
-------------
A. INJUNCTIVE RELIEF. It is acknowledged that it will be impossible to
measure in money the damages that would be suffered if the parties fail to
comply with certain of the obligations imposed on them by this Agreement
and that, in the event of any such failure, an aggrieved Person will be
irreparably damaged and will not have an adequate remedy at law. Any such
Person shall, therefore, be entitled to injunctive relief and/or specific
performance to enforce such obligations, and if any action should be
brought in equity to enforce any of such provisions of this Agreement, none
of the parties hereto shall raise the defense that there is an adequate
remedy at law.
B. FURTHER ASSURANCES. Each party hereto shall do and perform or cause
to be done and performed all such further acts and things and shall execute
and deliver all such other agreements, certificates, instruments and
documents as any other party hereto reasonably may request in order to
carry out the intent and
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accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
C. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the
laws of the State of Delaware.
D. ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement (i) contains the
entire agreement among the parties hereto with respect to the subject
matter hereof, (ii) may not be amended or supplemented except by an
instrument or counterparts thereof in writing signed by at least 66-2/3% of
the Holders or their Agent or Proxy and, if such amendment or supplement
adversely affects any holder of Series A Preferred Stock or Share
Equivalents, 100% of the Preferred Holders and (iii) may not be discharged
except by such written instrument or by performance. Any such amendment so
approved shall be binding on all Holders. No waiver of any term or
provision shall be effective unless in writing signed by the party to be
charged. The Stockholders Agreement, as in existence prior to the
execution hereof, among the Initial Holders, is and shall be after the date
hereof null and void and of no further force and effect.
E. BINDING EFFECT. This Agreement shall be binding on and inure to the
benefit of the parties hereto and, subject to the terms and provisions
hereof, their respective legal representatives, successors and assigns.
F. INVALIDITY OF PROVISION. The invalidity or unenforceability of any
provision of this Agreement in any jurisdiction shall not affect the
validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of this Agreement, including
that provision, in any other jurisdiction.
G. COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, all of which shall be deemed but one and the same
instrument and each of which shall be deemed an original, and it shall not
be necessary in making proof of this Agreement to produce or account for
more than one such counterpart.
H. NOTICES. All notices and other communications provided for or given
or made hereunder shall be in writing (including delivery by facsimile
transmission) and, unless otherwise provided herein, shall be deemed to
have been given when received by the party to whom such notice is to be
given at its address set forth in the Stock Purchase Agreement, or such
other address for the party as shall be specified by notice given pursuant
hereto.
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I. HEADINGS. The descriptive headings of the several paragraphs of this
Agreement are inserted for convenience only and do not constitute part of
this Agreement.
J. TERMINATION. Notwithstanding any other provision of this Agreement,
the rights of the Preferred Holders to nominate and elect directors and the
obligations of the other parties related thereto shall terminate on the
date that the Purchased Shares are converted into Common Stock or purchased
by the Company pursuant to Section (vi)(r) of the Company's Certificate of
Designation filed September 22, 1997.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized as of the day
and year first above written.
CANDLEWOOD HOTEL COMPANY, INC.
By: /s/Xxxx X. XxXxxx
------------------------------
Name: Xxxx X. XxXxxx
Title: Chief Executive Officer
DOUBLETREE CORPORATION
By: /s/Xxxxx X. Xxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President,
General Counsel and Secretary
XXXXXX X. FIX FAMILY PARTNERSHIP, L.P.
By: /s/ Xxxxxx X. Fix
------------------------------
Name: Xxxxxx X. Fix
Title: General Partner
/s/ Xxxxxx X. Fix
------------------------------
Xxxxxx X. Fix
XXXX X. XxXXXX, for himself and on
behalf of the XXXXXXXXX XxXXXX TRUST
DATED MARCH 14, 1995 and the XXXXXXXXXXX
XXXXX XxXXXX TRUST DATED MARCH 14, 1995
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/s/Xxxx X. XxXxxx
------------------------------
Name: Xxxx X. XxXxxx
OLYMPUS GROWTH FUND II, L.P.
By: OGP II, L.P., its General Partner
By: Xxxxxx, L.L.C., its General
Partner
By /s/Xxxxx X. Xxxxxx
------------------------------
Name: Xxxxx X. Xxxxxx
Title: General Partner
OLYMPUS EXECUTIVE FUND, L.P.
By: OEF, L.P., its General Partner
By: Xxxxxx, L.L.C., its General
Partner
By: /s/Xxxxx X. Xxxxxx
------------------------------
Name: Xxxxx X. Xxxxxx
Title: General Partner
XXXXXX GUARANTY TRUST COMPANY OF NEW
YORK, AS TRUSTEE OF THE COMMINGLED
PENSION TRUST FUND (MULTI-MARKET SPECIAL
INVESTMENT FUND II) OF XXXXXX GUARANTY
TRUST COMPANY OF NEW YORK
By: /s/Xxxxxx X. Xxxxx, XX
------------------------------
Name: Xxxxxx X. Xxxxx, XX
Title: Vice President
XXXXXX GUARANTY TRUST COMPANY OF NEW
YORK, AS TRUSTEE OF THE MULTI-MARKET
SPECIAL INVESTMENT TRUST FUND OF XXXXXX
GUARANTY TRUST COMPANY OF NEW YORK
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By: /s/Xxxxxx X. Xxxxx, XX
------------------------------
Name: Xxxxxx X. Xxxxx, XX
Title: Vice President
XXXXXX GUARANTY TRUST COMPANY OF NEW
YORK, AS INVESTMENT MANAGER AND AGENT
FOR THE XXXXXX X. XXXXX FOUNDATION
(MULTI-MARKET ACCOUNT)
By: /s/Xxxxxx X. Xxxxx, XX
------------------------------
Name: Xxxxxx X. Xxxxx, XX
Title: Vice President
CHASE VENTURE CAPITAL ASSOCIATES, L.P.
By: Chase Capital Partners, its General
Partner
By /s/Xxxxx X. Xxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxx
Title:
PRIVATE EQUITY
INVESTORS III, L.P.
By: Xxxxx X. Xxxxx Associates III, LLC
General Partner
By: /s/Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Member
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EQUITY-LINKED INVESTORS-II
By: Xxxxx X. Xxxxx Associates-II
General Partner
By: /s/Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing General Partner
LNR CANDLEWOOD HOLDINGS, INC.
By: /s/Xxxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Treasurer
DELAWARE STATE EMPLOYEES' RETIREMENT
FUNDS
By: Pecks Management Partners Ltd.
its Investment Advisor
By: /s/Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
DECLARATION OF TRUST FOR THE DEFINED
BENEFIT PLAN OF ZENECA HOLDINGS INC.
By: Pecks Management Partners Ltd.
its Investment Advisor
By: /s/Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
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DECLARATION OF TRUST FOR THE DEFINED
BENEFIT PLAN OF ICI AMERICAN HOLDINGS
INC.
By: Pecks Management Partners Ltd.
its Investment Advisor
By: /s/Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
X.X. XxXXXXXXX FAMILY TRUST
By: Pecks Management Partners Ltd.
its Investment Advisor
By: /s/Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
ADVANCE CAPITAL PARTNERS, L.P.
By: Advance Capital Associates, L.P.
By: Advance Capital Management,
LLC
By /s/Xxxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Principal
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ADVANCE CAPITAL OFFSHORE PARTNERS, L.P.
By: Advance Capital Offshore Associates,
LDC
By: Advance Capital Associates,
L.P.
By: Advance Capital Management,
LLC
By /s/Xxxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Principal
ALLIED CAPITAL CORPORATION
By /s/ G. Xxxxxx Xxxxxxxx
------------------------------
Name: G. Xxxxxx Xxxxxxxx
Title: Managing Director
ALLIED CAPITAL CORPORATION II
By /s/ G. Xxxxxx Xxxxxxxx
------------------------------
Name: G. Xxxxxx Xxxxxxxx
Title: Managing Director
THE FFJ 1997 NOMINEE TRUST
By /s/ Xxxxxxx Xxxxxx
------------------------------
Name: Xxxxxxx Xxxxxx
Title: Trustee
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THE MUTUAL LIFE INSURANCE
COMPANY OF NEW YORK
By /s/Xxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
HARBOR INVESTMENTS LTD.
By: Strong Capital Management, Inc.,
its Investment Advisor
By /s/ Xxxxxxx X. Xxxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Vice President
STRONG SPECIAL INVESTMENT
LIMITED
PARTNERSHIP
By: Strong Capital Management, Inc.
its General Partner
By /s/ Xxxxxxx X. Xxxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Vice President
STRONG QUEST LIMITED
PARTNERSHIP
By: Strong Capital Management, Inc.
its General Partner
By /s/ Xxxxxxx X. Xxxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Vice President
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/s/Xxxxxxx X. Xxxxxx
------------------------------
Xxxxxxx X. Xxxxxx
/s/Xxxxxx X. Xxxxx, Xx.
------------------------------
Xxxxxx X. Xxxxx, Xx.
/s/Xxxx Xxxxxxxx
------------------------------
Xxxx Xxxxxxxx
/s/Xxxxxx X. Xxxxxxx, Xx.
------------------------------
Xxxxxx X. Xxxxxxx, Xx.
/s/Xxxxxx Xxxxx
------------------------------
Xxxxxx Xxxxx
/s/Xxxxxxx Xxxxxxx
------------------------------
Xxxxxxx Xxxxxxx
/s/Xxxxx Xxxxxx
------------------------------
Xxxxx Xxxxxx
/s/Xxxxxxx Xxxx
------------------------------
Xxxxxxx Xxxx
/s/Xxxxx Xxxxx
------------------------------
Xxxxx Xxxxx
/s/Xxxxxx X. Xxxxxx, Xx.
------------------------------
Xxxxxx X. Xxxxxx, Xx.
/s/Xxxxx Xxxxxxx
------------------------------
Xxxxx Xxxxxxx
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/s/Xxxxx Xxxxxx
------------------------------
Xxxxx Xxxxxx
/s/Xxxxx Xxxxxx
------------------------------
Xxxxx Xxxxxx
/s/Xxxxx Xxxxxx
------------------------------
Xxxxx Xxxxxx
/s/Xxxxxx X. Xxxxxxx
------------------------------
Xxxxxx X. Xxxxxxx
/s/Xxxxxxx XxXxxxxx
------------------------------
Xxxxxxx XxXxxxxx
/s/Xxxxxx X. XxXxxxxxx
------------------------------
Xxxxxx X. XxXxxxxxx
/s/Xxxxx X. Xxxxx
------------------------------
Xxxxx X. Xxxxx
/s/Xxxx Xxxxx
------------------------------
Xxxx Xxxxx
/s/Xxxxxxx X. Xxxxx
------------------------------
Xxxxxxx X. Xxxxx
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SCHEDULE A
Olympus Growth Fund II, L.P.
Olympus Executive Fund, X.X.
Xxxxxx Guaranty Trust Company of
New York, as Trustee of the Commingled
Pension Trust Fund (Multi-Market Special
Investment Fund II) of Xxxxxx Guaranty Trust
Company of New York
Xxxxxx Guaranty Trust Company of
New York, as Trustee of the Multi-Market
Special Investment Trust Fund of
Xxxxxx Guaranty Trust Company of
New York
Xxxxxx Guaranty Trust Company of
New York, as Investment Manager and
Agent for the Xxxxxx X. Xxxxx Foundation
(Multi-Market Account)
Chase Venture Capital Associates, L.P.
Private Equity Investors III, L.P.
Equity-Linked Investors-II
LNR Candlewood Holdings, Inc.
Delaware State Employees' Retirement Funds
Declaration of Trust for the Defined Benefit Plan of Zeneca Holdings Inc.
Declaration of Trust for the Defined Benefit Plan of ICI American Holdings Inc.
X.X. XxXxxxxxx Family Trust
Advance Capital Partners, L.P.
Advance Capital Offshore Partners, L.P.
Allied Capital Corporation
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Allied Capital Corporation II
The FFJ 1997 Nominee Trust
The Mutual Life Insurance Company Of New York
Harbor Investments Ltd.
Strong Special Investment Limited Partnership
Strong Quest Limited Partnership
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Xxxxxxx X. Xxxxxx
Xxxxxx X. Xxxxx, Xx.
Xxxx Xxxxxxxx
Xxxxxx X. Xxxxxxx, Xx.
Xxxxxx Xxxxx
Xxxxxxx Xxxxxxx
Xxxxx Xxxxxx
Xxxxxxx Xxxx
Xxxxx Xxxxx
Xxxxxx X. Xxxxxx, Xx.
Xxxxx Xxxxxxx
Xxxxx Xxxxxx
Xxxxx Xxxxxx
Xxxxx Xxxxxx
Xxxxxx X. Xxxxxxx
Xxxxxxx XxXxxxxx
Xxxxxx X. XxXxxxxxx
Xxxxx X. Xxxxx
Xxxx Xxxxx
Xxxxxxx X. Xxxxx
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