EXHIBIT 5
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT dated as of May 31, 1996, by and among
Provident Companies, Inc., a Delaware corporation (the "Company"), and the
stockholders of the Company identified on Schedule I hereto (each a "Holder" and
collectively the "Holders").
The Holders are the holders of an aggregate of approximately 53% of the
outstanding voting common stock, par value $1.00 per share, of the Company
("Company Common Stock"). The Company has previously granted to Textron Inc.
("Textron") certain registration rights under a registration rights agreement
dated as of April 29, 1996 (the "Textron Registration Rights Agreement") with
respect to shares of Company Common Stock to be received by Textron in
connection with the merger (the "Merger") of Patriot Acquisition Corporation, a
wholly owned subsidiary of the Company ("Newco"), with and into The Xxxx Xxxxxx
Corporation ("Xxxx Xxxxxx") pursuant to the terms and conditions of an Agreement
and Plan of Merger, dated as of April 29, 1996, by and among the Company, Newco
and Xxxx Xxxxxx (the "Merger Agreement"). Contemporaneous with the execution of
this Agreement, the Company is granting to Zurich Insurance Company ("Zurich")
certain registration rights under a Registration Rights Agreement, dated as of
the date hereof (the "Zurich Registration Rights Agreement"), with respect to
shares of Company Common Stock to be issued to Zurich pursuant to a Common Stock
Purchase Agreement, dated as of the date hereof, by and between the Company and
Zurich (the "Zurich Purchase Agreement"). As an inducement to the Holders to
enter into the Family Stockholder Agreement contemplated by the Zurich Purchase
Agreement, which is a condition for consummation of the transactions
contemplated by the Zurich Purchase Agreement, the Company and the Holders
desire to provide for certain registration rights with respect to the shares of
Company Common Stock held by the Holders.
NOW, THEREFORE, in consideration of the foregoing and the respective
covenants and agreements set forth herein, the parties hereby agree as follows:
Section 1. Registration on Request.
1.1 Notice. Subject to the terms and conditions set forth herein, at any
time or from time to time after the effective time of the Merger, upon written
notice of one or more Holders requesting that the Company effect the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of all or part of the Registrable Securities (as defined in Section 7
hereof) held by such Holders (each a "Requesting Holder"), which notice shall
specify the intended method or methods of disposition of such Registrable
Securities, the Company will (i) promptly give written notice of the proposed
registration to all Holders and (ii) use its reasonable best efforts to effect
(at the earliest practicable date) the registration,
under the Securities Act, of such Registrable Securities for disposition in
accordance with the intended method or methods of disposition stated in such
request, together with all or such portion of the Registrable Securities of any
Holder or Holders joining in such request as are specified in a written request
received by the Company within 10 business days after written notice from the
Company is given under clause (i) above (each of such joining Holders also being
referred to as a "Requesting Holder"), provided that:
(a) if the Company shall have previously effected a registration with
respect to Registrable Securities pursuant to Section 2 hereof on behalf of
a Requesting Holder or Holders, the Company shall not be required to effect
any registration pursuant to this Section 1 until a period of 180 days
shall have elapsed from the effective date of the most recent such previous
registration; provided, that if, in the most recent such previous
registration, participation by such Requesting Holder or Holders pursuant
to Section 2 hereof shall not have been to the extent requested by such
Requesting Holder or Holders pursuant to Section 2 hereof, then the Company
shall not be required to effect any registration pursuant to this Section 1
until a period of 90 days shall have elapsed from the effective date of the
most recent such previous registration;
(b) if, upon receipt of a registration request pursuant to this
Section 1, the Company is advised in writing (with a copy to each
Requesting Holder) by a recognized national independent investment banking
firm selected by the Company that, in such firm's opinion, a registration
at the time and on the terms requested would adversely affect any public
offering of securities of the Company by the Company (other than in
connection with employee benefit and similar plans) or by or on behalf of
any shareholder of the Company exercising a demand registration right
(collectively, a "Company Offering") with respect to which the Company has
commenced preparations for a registration prior to the receipt of a
registration request pursuant to this Section 1, the Company shall not be
required to effect a registration pursuant to this Section 1 until the
earlier of (i) 30 days after the completion of such Company Offering, (ii)
promptly after any abandonment of such Company Offering or (iii) 60 days
after the date of receipt of a registration request pursuant to this
Section 1; provided, however, that the periods during which the Company
shall not be required to effect a registration pursuant to this Section 1
together with any periods of suspension under Section 3.3 hereof may not
exceed 90 days in the aggregate during any period of 12 consecutive months;
(c) if, while any registration request pursuant to this Section 1 is
pending, the Company determines in the good faith judgment of the principal
securities counsel or outside securities counsel of the Company that the
filing of a registration statement would require disclosure of material
information which the Company has a bona fide business purpose for
preserving as confidential, the Company shall not be required to effect a
registration pursuant to this Section 1 until the earlier of (i) the date
upon which such material information is disclosed to the public or ceases
to be material or (ii) 30 days after the Company makes such good faith
determination; and
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(d) the Holders (together with all transferees of the Holders as
contemplated by Section 6 hereof) shall have the right to exercise
registration rights pursuant to this Section 1 up to a number of times
equal to eight (8) plus the number of Blackout Termination Rights (as
defined in Section 3.3(b) hereof) provided for by Section 3.3(b); provided,
that a registration will not count as an exercise of registration rights
under this Section 1 until the registration statement relating to such
exercise has become effective; provided, further that the Holders shall not
have the right to exercise registration rights pursuant to this Section 1
more than one (1) time plus the number of Blackout Termination Rights
provided for by Section 3.3(b) during any 6-month period; provided, further
that the number of shares of Company Common Stock registered pursuant to
any registration requested pursuant to this Section 1 shall be no less than
the least of (i) Registrable Securities having an aggregate expected
offering price of $10 million (before any underwriting discounts and
commissions) and (ii) the number of shares of Common Stock held by all
Holders (including any transferees entitled to registration rights
hereunder); and provided, further that the Holders shall utilize any
Blackout Termination Rights before their other registration rights
hereunder.
1.2 Inclusion of Other Securities in Registration. The number of
Registrable Securities to be included in a registration of Registrable
Securities pursuant to Section 1.1 shall not be reduced as a result of the
inclusion in such registration of Company Common Stock pursuant to a request of
any holder thereof exercising incidental registration rights similar to those
set forth in Section 2 hereof. If the registration pursuant to Section 1.1 is an
underwritten offering and the managing underwriter advises the Holders in
writing that such incidental registration would interfere with the successful
marketing of the securities being distributed by such underwriters and requires
a limitation on the number of shares to be underwritten, the securities of the
Company held by Persons (as defined in Section 7 hereof) who, by virtue of
agreements with the Company, are entitled to include their securities in a
registration of Registrable Securities hereunder (the "Other Stockholders")
shall be excluded from such registration to the extent so required by such
limitation. If, after the exclusion of such shares, further reductions are still
required, the number of shares included in the registration by each Holder shall
be reduced on a pro rata basis (based on the number of shares held by such
Holder), by such minimum number of shares as is necessary to comply with such
request. No Registrable Securities or any other securities excluded from the
underwriting by reason of the underwriter's marketing limitation shall be
included in such registration. If any Other Stockholder who has requested
inclusion in such registration as provided above disapproves of the terms of the
underwriting, such Person may elect to withdraw therefrom by written notice to
the Company, the underwriter and the Requesting Holders. The securities so
withdrawn shall also be withdrawn from registration. If the managing underwriter
has not limited the number of Registrable Securities or other securities to be
underwritten, the Company and officers and directors of the Company may include
its or their securities for its or their own account in such registration if the
managing underwriter so agrees and if the number of Registrable Securities and
other securities which would otherwise have been included in such registration
and underwriting will not thereby be limited.
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1.3 Registration Expenses. Registration Expenses (as defined in Section 7
hereof) for any registration requested pursuant to this Section 1 shall be paid
by the Company, except that with respect to any such registration the Company
shall not bear underwriting discounts or commissions; provided, however, that
if, as a result of the withdrawal of a request for registration by any of the
Holders, as applicable, the registration statement does not become effective,
the Holders and any Other Stockholders of Common Stock requesting registration
may elect to bear the Registration Expenses (pro rata on the basis of the number
of their shares so included in the registration request, or on such other basis
as such Holders and such Other Stockholders may agree), in which case such
registration shall not be counted as a registration pursuant to Section 1.
Section 2. Incidental Registration.
2.1 Notice and Registration. If the Company proposes to register any of its
Voting Equity Securities (as defined in Section 7 hereof) ("Other Securities")
for public sale under the Securities Act (whether proposed to be offered for
sale by the Company or any other Person ("Intended Seller")), on a form and in a
manner which would permit registration of Registrable Securities for sale to the
public under the Securities Act, the Company will give prompt written notice to
the Holders of its intention to do so, and upon the written request of a Holder
delivered to the Company within 10 business days after the giving of any such
notice (which request shall specify the amount of Registrable Securities
intended to be disposed of by such Holder and the intended method of disposition
thereof), the Company will use its reasonable best efforts to effect, in
connection with the registration of the Other Securities, the registration under
the Securities Act of all Registrable Securities which the Company has been so
requested to register by each such Holder, to the extent required to permit the
disposition (in accordance with the intended method or methods thereof as
aforesaid) of Registrable Securities so to be registered; provided that:
(i) if, at any time after giving such written notice of its intention
to register any Other Securities and prior to the effective date of the
registration statement filed in connection with such registration, the
Company shall determine for any reason not to register the Other Securities
the Company may, at its election, give written notice of such determination
to each Holder requesting inclusion in such registration and thereupon the
Company shall be relieved of its obligation to register such Registrable
Securities in connection with the registration of such Other Securities
(but not from its obligation to pay Registration Expenses to the extent
incurred in connection therewith as provided in Section 2.2 hereof),
without prejudice, however, to the rights (if any) of one or more Holders
immediately to request that such registration be effected as a registration
under Section 1 hereof;
(ii) the Company shall not be required to effect any registration of
Registrable Securities under this Section 2 incidental to the registration
of any of its securities solely in connection with mergers, acquisitions,
exchange offers, recapitalizations, reclassifications, subscription offers,
dividend reinvestment plans or stock option or other benefit plans or
pursuant to the shelf registration rights of Zurich (except to the extent
expressly contemplated by the Zurich Registration Rights Agreement); and
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(iii) in the event that one or more Holders requests the registration
of Registrable Securities in connection with any underwritten registration
of Other Securities and the managing underwriter of such registration
informs such Holders and any other holder of securities of the Company
requesting registration in connection with such registration of Other
Securities in writing of its belief that the distribution of all or a
specified number of such Registrable Securities concurrently with the
securities being distributed by such underwriters would interfere with the
successful marketing of the securities being distributed by such
underwriters (such writing to state the basis of such belief and the
approximate number of such Registrable Securities which may be distributed
without such effect), then the Company shall so advise all holders of
securities requesting registration, and the number of shares of securities
that are entitled to be included in the registration and underwriting shall
be allocated in the following manner: the securities of the Company held by
officers, directors and Other Stockholders of the Company (other than
securities held by Existing Holders or holders who by contractual right
demanded such registration ("Demanding Holders")) shall be excluded from
such registration and underwriting to the extent required by such
limitation, and, if a limitation on the number of shares is still required,
the number of shares that may be included in the registration and
underwriting by each of the Holders, Existing Holders which are not
Demanding Holders with respect to such registration and Demanding Holders
with respect to such registration which are not Existing Holders shall be
reduced, on a pro rata basis (based on the number of shares held by such
holder), by such minimum number of shares as is necessary to comply with
such limitation; provided, however, that in the event that an Existing
Holder is a Demanding Holder with respect to such registration, the number
of shares of Registrable Securities proposed to be included in any such
registration by each Holder shall be reduced on a pro rata basis (based on
the number of shares held by such holder) prior to any reduction in the
number of shares to be included in such registration by such Demanding
Holder. Any Registrable Securities or other securities excluded or
withdrawn from such underwriting shall be withdrawn from such registration.
No registration of Registrable Securities effected under this Section 2 shall
relieve the Company of its obligation to effect a registration of Registrable
Securities pursuant to Section 1.
2.2 Registration Expenses. The Company (as between the Company and the
Holders) will pay all Registration Expenses in connection with any registration
pursuant to this Section 2, except that with respect to any such registration,
the Company shall not bear underwriting discounts or commissions.
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Section 3. Registration Procedures.
3.1 Registration and Qualification. If and whenever the Company is required
to use its reasonable best efforts to effect the registration of any Registrable
Securities under the Securities Act as provided in Sections 1 and 2 hereof, the
Company will as promptly as is practicable:
(a) prepare, file and use its reasonable best efforts to cause to
become effective a registration statement under the Securities Act
regarding Registrable Securities to be offered;
(b) prepare and file with the Securities and Exchange Commission
("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 and to comply with the provisions of
the Securities Act with respect to the disposition of all Registrable
Securities until the earlier of (i) such time as all of such Registrable
Securities have been disposed of in accordance with the intended methods of
disposition by Holder set forth in such registration statement or (ii) the
expiration of 180 days after such registration statement becomes effective
(plus such additional days as may be provided under Section 3.3(c)), but in
no event more than nine months after such registration statement becomes
effective;
(c) advise each Holder participating in such registration
("Participating Holder") and any underwriter promptly and, if requested by
such Persons, confirm such advice in writing, (i) when such registration
statement and the prospectus used in connection therewith has been filed,
and, with respect to any supplement to the registration statement or any
post-effective amendment thereto, when the same has become effective, (ii)
of any request by the SEC for amendments to such registration statement or
amendments or supplements to such prospectus or for additional information
relating thereto, or (iii) of the issuance by the SEC of any stop order
suspending the effectiveness of such registration statement under the
Securities Act or of the suspension by any state securities commission of
the qualification of any Registrable Securities for offering or sale in any
jurisdiction or of the initiation of any proceeding for any of the
preceding purposes. If at any time the SEC shall issue any stop order
suspending such effectiveness of such registration statement, or any state
securities commission or other regulatory authority shall issue an order
suspending the qualification or exemption from qualification of the
Registrable Securities under state securities or blue sky laws, the Company
shall use its reasonable best efforts to obtain the withdrawal or lifting
of such order at the earliest possible time;
(d) furnish to each Participating Holder, and to any underwriter
before filing with the SEC, copies of such registration statement and such
prospectus included therein and any amendments and supplements thereto
(including all documents incorporated by reference prior to the
effectiveness of such registration statement), which documents, other than
documents incorporated by reference, will be subject to the review of such
Participating Holders and any such underwriter for a period of at least
five business days, and the Company shall not file such registration
statement or such
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prospectus or any amendment or supplement to such registration statement
or prospectus to which such Participating Holders or any such underwriter
shall reasonably object within five business days after the receipt
thereof; Participating Holders or underwriters, if any, shall be deemed
to have reasonably objected to such filing only if the registration
statement, amendment, prospectus or supplement, as applicable, as
proposed to be filed, contains a material misstatement or omission;
(e) to the extent practicable, promptly prior to the filing of any
document that is to be incorporated by reference into registration
statement or such prospectus subsequent to the effectiveness thereof, and
in any event no later than the date such document is filed with the SEC,
provide copies of such document to each Participating Holder, if requested,
and to any underwriter, make representatives of the Company available for
discussion of such document and other customary due diligence matters, and
include such information in such document prior to the filing thereof as
such Participating Holders or any such underwriter reasonably may request;
(f) make available at reasonable times for inspection by each
Participating Holder, any underwriter participating in any disposition
pursuant to such registration statement and any attorney or accountant
retained by Participating Holders or any such underwriter, all financial
and other records, pertinent corporate documents and properties of the
Company and cause the officers, directors and employees of the Company to
supply all information reasonably requested by Participating Holders and
any such underwriters, attorneys or accountants in connection with the
registration statement subsequent to the filing thereof and prior to its
effectiveness;
(g) if requested by any Participating Holder or any underwriter,
promptly incorporate in such registration statement or prospectus, pursuant
to a supplement or post-effective amendment if necessary, such information
as such Participating Holder and any underwriter may reasonably request to
have included therein, including, without limitation, information relating
to the "plan of distribution" of the Registrable Securities, information
with respect to the principal amount or number of shares of Registrable
Securities being sold to such underwriter, the purchase price being paid
therefor and any other terms of the offering of the Registrable Securities
to be sold in such offering and make all required filings of any such
prospectus supplement or post-effective amendment as soon as practicable
after the Company is notified of the matters to be incorporated in such
prospectus supplement or post-effective amendment;
(h) use its reasonable best efforts to cause all Registrable
Securities covered by such registration statement to be registered with or
approved by such other federal or state governmental agencies or
authorities as may be necessary in the opinion of counsel to the Company
and counsel to the Holders of Registrable Securities to enable the Holders
thereof to consummate the disposition of such Registrable Securities;
(i) furnish to each Participating Holder and to any underwriter of
such Registrable Securities such number of conformed copies of the
registration statement and of each such amendment and supplement thereto
(in each case including all exhibits), such number of copies of the
prospectus included in such registration statement
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(including each preliminary prospectus and any summary prospectus), in
conformity with the requirements of the Securities Act, such documents
incorporated by reference in such registration statement or prospectus,
and such other documents as such Participating Holder or such underwriter
may reasonably request; and promptly notify each Participating Holder of
Registrable Securities covered by a registration statement of the receipt
by the Company of 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 of any
proceeding for such purpose, and at the request of any such Participating
Holder promptly prepare and furnish to it a reasonable number of copies
of a supplement to or an amendment of such prospectus as may be necessary
so that, as thereafter delivered to those purchasers of such securities,
such prospectus shall not include an untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein in the light of the
circumstances under which they were made, not misleading;
(j) use its reasonable best efforts to register or qualify all
Registrable Securities covered by such registration statement under such
other securities or blue sky laws of such United States jurisdictions as a
Participating Holder or any underwriter of such Registrable Securities
shall reasonably request, to keep such registration or qualification in
effect for so long as the applicable registration statement remains in
effect and do any and all other acts and things which may be necessary or
advisable to enable such Participating Holder or any underwriter to
consummate the disposition in such jurisdictions of its Registrable
Securities covered by such registration statement, except that the Company
shall not for any such purpose be required to qualify generally to do
business as a foreign corporation in any jurisdiction where it is not so
qualified, or to subject itself to taxation in any such jurisdiction, or to
consent to general service of process in any such jurisdiction;
(k) (i) furnish to each Participating Holder, addressed to it, an
opinion of counsel for the Company, dated the date of the closing under the
underwriting agreement, if any, or the date of effectiveness of the
registration statement if such registration is not an underwritten
offering, and (ii) use its reasonable best efforts to furnish to each
Participating Holder, addressed to it, a "cold comfort" letter signed by
the independent certified public accountants who have certified the
Company's financial statements included in such registration statement
covering substantially the same matters with respect to such registration
statement (and the prospectus included therein) and, in the case of such
accountants' letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in opinions of issuer's
counsel and in accountants' letters delivered to underwriters in
underwritten public offerings of securities and such other matters as such
Participating Holder may reasonably request; and
(l) immediately notify each Participating Holder at any time when a
prospectus relating to a registration pursuant to Section 1 or 2 hereof 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, as then in effect, includes an untrue statement of a material
fact or omits to state any material fact required to be stated
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therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and at the
request of a Participating Holder prepare and furnish to such
Participating Holder a reasonable number of copies of a supplement to or
an amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such Registrable Securities,
such prospectus shall not include an untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
under which they are made, not misleading; and
(m) provide promptly to each Participating Holder upon request any
document filed by the Company with the SEC pursuant to the requirements of
Section 13 and Section 15 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
The Company may require a Participating Holder to furnish the Company such
information regarding such Participating Holder and the distribution of such
securities as the Company may from time to time reasonably request in writing
and as shall be required by law or by the SEC or the National Association of
Securities Dealers , Inc. ("NASD") in connection with any registration.
3.2 Underwriting. (a) If a registration requested pursuant to Section 1
involves an underwritten offering, the underwriter or underwriters thereof shall
be selected by a majority in interest of the Requesting Holders (provided that
the book-running and other managing underwriters shall be reasonably
satisfactory to the Company). If requested by any underwriters for any
underwritten offering of Registrable Securities pursuant to a registration
requested hereunder, the Company will enter into an underwriting agreement with
such underwriters for such offering, such agreement to contain such
representations and warranties by the Company and such other terms and
provisions as are customarily contained in underwriting agreements with respect
to secondary distributions, including, without limitation, indemnities and
contribution to the effect and to the extent provided in Section 5 hereof and
the provision of opinions of counsel and accountants' letters to the effect and
to the extent provided in Section 3.1(k). The Requesting Holders on whose behalf
Registrable Securities are to be distributed by such underwriters shall be
parties to any such underwriting agreement, and the representations and
warranties by, and the other agreements on the part of, the Company to and for
the benefit of such underwriters shall also be made to and for the benefit of
such Requesting Holders.
(b) In the event that any registration pursuant to Section 2 hereof shall
involve, in whole or in part, an underwritten offering, the Company may require
(but is not obligated to require) Registrable Securities requested to be
registered pursuant to Section 2 to be included in such underwriting on the same
terms and conditions as shall be applicable to the Other Securities being sold
through underwriters under such registration. In such case, the Participating
Holders on whose behalf Registrable Securities are to be distributed by such
underwriters shall be parties to any such underwriting agreement. Such agreement
shall contain such representations and warranties by each such Participating
Holder and such other terms and provision as are customarily contained in
underwriting agreement with respect to secondary distribution, including,
without limitation, indemnities and contribution to the
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effect and to the extent provided in Section 5 hereof. The representations and
warranties in such underwriting agreement by, and the other agreements on the
part of, the Company to and for the benefit of such underwriters shall also be
made to and for the benefit of such Participating Holders.
3.3 Blackout Periods. (a) At any time when a registration statement
effected pursuant to Section 1 hereunder relating to Registrable Securities is
effective, upon written notice from the Company to each Requesting Holder that
either:
(i) the Company has determined to engage in a Company Offering and has
been advised in writing (with a copy to each Requesting Holder) by a
recognized national independent investment banking firm selected by the
Company that, in such firm's opinion, Requesting Holder's or Holders' sale
of Registrable Securities pursuant to the registration statement would
adversely affect the Company's own immediately planned Company Offering (a
"Transaction Blackout"); or
(ii) the Company determines in the good faith judgment of the
principal securities counsel or outside securities counsel of the Company
that Requesting Holder's sale of Registrable Securities pursuant to the
registration statement would require disclosure of material information
which the Company has a bona fide business purpose for preserving as
confidential (an "Information Blackout"),
Requesting Holder shall suspend sales of Registrable Securities pursuant to
such registration statement until the earlier of:
(X) (i) in the case of a Transaction Blackout, the earlier of (A)
30 days after the completion of such Company Offering, (B) the
termination of any "black out" period required by the underwriters to
be applicable to Requesting Holder, if any, in connection with such
the Company Offering, (C) promptly after abandonment of such Company
Offering and (D) 60 days after the date of the Company's written
notice of Transaction Blackout or
(ii) in the case of an Information Blackout, the earlier of (A)
the date upon which such material information is disclosed to the
public or ceases to be material or (B) 30 days after the Company makes
such good faith determination and
(Y) such time as the Company notifies such Requesting Holder that
sales pursuant to such registration statement may be resumed (the number of
days from such suspension of sales of Requesting Holder until the day when
such sales may be resumed hereunder is hereinafter called a "Sales Blackout
Period");
provided, that the Company may not impose a Transaction Blackout following the
printing and distribution of a preliminary prospectus in any underwritten public
offering of Registrable Securities pursuant to Section 1 until the termination
of the distribution of such Registrable Securities (except such suspension, not
to exceed 10 days, which results from an event that is not within the reasonable
control of the Company). Notwithstanding the provisions of this
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Section 3.3, the Company shall not suspend the registration rights set forth in
this Agreement at any time during which any similar rights of the Zurich
Insurance Company and Textron, Inc., or any successors thereof to such rights,
are not similarly suspended.
(b) Any delivery by the Company of notice of a Transaction Blackout or
Information Blackout (i) during the 90 days immediately following effectiveness
of any registration statement effected pursuant to Section 1 hereof or (ii)
which shall preclude any registration statement effected pursuant to Section 1
hereof from being effective for an aggregate period of 180 days (plus such
additional days as may be provided under Section 3.3(c)), during which period
there existed no applicable Transaction Blackout or Information Blackout, shall
give such Requesting Holders the right, by notice to the Company within 20
Business Days after the end of such blackout period, to cancel such registration
and obtain one additional registration right (a "Blackout Termination Right")
under Section 1.1(d).
(c) If there is a Transaction Blackout or an Information Blackout and
Requesting Holders do not exercise their cancellation right, if any, pursuant to
(b) above, or, if such cancellation right is not available, the time period set
forth in Section 3.1(b) shall be extended for a number of days equal to the
number of days in the Sales Blackout Period.
Section 4. Preparation; Reasonable Investigation.
4.1 Preparation; Reasonable Investigation. In connection with the
preparation and filing of each registration statement registering Registrable
Securities under the Securities Act, the Company will give each Holder whose
shares are included in such registration and the underwriters, if any, and their
respective counsel and accountants, such reasonable and customary access to its
books and records and such opportunities to discuss the business of the Company
with its officers and the independent public accountants who have certified its
financial statements as shall be necessary, in the opinion of such Holder and
such underwriters or their respective counsel, to conduct a reasonable
investigation within the meaning of the Securities Act.
Section 5. Indemnification and Contribution.
5.1 Indemnification and Contribution. (a) In the event of any registration
of any Registrable Securities hereunder, the Company will enter into customary
indemnification arrangements to indemnify and hold harmless each Holder whose
shares are included in such registration, such Holder's directors and officers,
each Person who participates as an underwriter in the offering or sale of such
securities, each officer or director of each underwriter, and each Person, if
any, who controls such seller or any such underwriter (within the meaning of the
Securities Act) against any losses, claims, damages, liabilities and expenses,
joint or several, to which such Person may be subject under the Securities Act
or otherwise insofar as such losses, claims, damages, liabilities or expenses
(or actions or proceedings in respect thereof) arise out of or are based upon
(i) any untrue statement or alleged untrue statement of any material fact
contained in any registration statement under which such securities were
registered under the Securities Act, any preliminary prospectus or final
prospectus included therein, or any amendment or supplement thereto, or any
document incorporated by reference therein, or (ii) any omission or alleged
omission to state therein a
11
material fact required to be stated therein or necessary to make the statements
therein not misleading, and the Company will reimburse each such Person for any
legal or any other expenses reasonably incurred by such Person in connection
with investigating or defending any such loss, claim, liability, action or
proceeding; provided that the Company shall not be liable in any such case to
the extent that any such loss, claim, damage, liability (or action or proceeding
in respect thereof) or expense arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement, any such preliminary prospectus or final
prospectus, or amendment or supplement thereto in reliance upon and in
conformity with written information furnished to the Company by such Holder or
any such underwriter for use in the preparation thereof. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of such Holder or any such Person and shall survive the transfer of such
securities by such Holder. The Company also shall agree to provide such
provision for contribution as shall be reasonably requested by such Holder or
any underwriters in circumstances where such indemnity is held unenforceable.
(b) Each Holder whose shares are included in a registration, by virtue of
exercising its registration rights hereunder, agrees and undertakes to enter
into customary indemnification arrangements to indemnify and hold harmless (in
the same manner and to the same extent as set forth in clause (a) of this
Section 5) the Company, each director of the Company, each officer of the
Company who shall sign such registration statement, each Person who participates
as an underwriter in the offering or sale of such securities, each officer and
director of each underwriter and each Person, if any, who controls the Company
or any such underwriter within the meaning of the Securities Act, with respect
to any statement or omission from such registration statement,. any preliminary
prospectus or final prospectus included therein or any amendment or supplement
thereto, if such statement or omission was made in reliance upon and in
conformity with written information furnished by such Holder to the Company for
inclusion in such registration statement or prospectus. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of the Company or any such director, officer or controlling Person and
shall survive the transfer of the registered securities by such Holder. Each
such Holder also shall agree to provide such provision or contribution as shall
reasonably be requested by the Company or any underwriters in circumstances
where such indemnity is held unenforceable; provided, that the obligations of
each of the Holders hereunder and under clause (f) of this Section 5 shall be
limited to an amount equal to the net proceeds to such Holder of securities sold
as contemplated herein.
(c) Each party entitled to indemnification under this Section 5 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld) and the Indemnified Party may participate in such
defense at such party's expense (unless the Indemnified Party shall have
reasonably concluded that there may be a conflict of interest between the
Indemnifying Party and the Indemnified Party
12
in such action, in which case the fees and expenses of one such counsel for all
Indemnified Parties shall be at the expense of the Indemnifying Party), and
provided further that the failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying Party of its obligations
under this Section 5 unless the Indemnifying Party is materially prejudiced
thereby. No Indemnifying Party, in the defense of any such claim or litigation,
shall, except with the consent of each Indemnified Party (which consent shall
not be unreasonably withheld or delayed), consent to entry of any judgment or
enter into any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnified Party of a
release from all liability in respect to such claim or litigation. Each
Indemnified Party shall furnish such information regarding itself or the claim
in question as an Indemnifying Party may reasonably request in writing and as
shall be reasonably required in connection with the defense of such claim and
litigation resulting therefrom.
(d) If the indemnification provided for in this Section 5 is held by a
court of competent jurisdiction to be unavailable to an Indemnified Party with
respect to any loss, liability, claim, damage or expense referred to herein,
then the Indemnifying Party, in lieu of indemnifying such Indemnified Party
hereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, liability, claim, damage or expense in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party on the one hand and of the Indemnified Party on the other in connection
with the statements or omissions which resulted in such loss, liability, claim,
damage or expense, as well as any other relevant equitable considerations. The
relative fault of the Indemnifying Party and of 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 as supplied by the Indemnifying
Party or by the Indemnified Party and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.
(e) Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement entered
into in connection with any underwritten public offering contemplated by this
Agreement are in conflict with the foregoing provisions, the provisions in such
underwriting agreement shall be controlling.
(f) The foregoing indemnity agreement of the Company and Holders is subject
to the condition that, insofar as they relate to any loss, claim, liability or
damage made in a preliminary prospectus but eliminated or remedied in the
amended prospectus on file with the SEC at the time the registration statement
in question becomes effective or the amended prospectus filed with the SEC
pursuant to SEC Rule 424(b) (the "Final Prospectus"), such indemnity or
contribution agreement shall not inure to the benefit of any underwriter or
Holder (but only if such Holder was required to deliver such Final Prospectus)
if a copy of the Final Prospectus was furnished to the underwriter and was not
furnished to the Person asserting the loss, liability, claim or damage at or
prior to the time such action is required by the Securities Act.
13
(g) Indemnification and contribution similar to that specified in the
preceding subdivisions of this Section 5 (with appropriate modifications) shall
be given by the Company and such Holders with respect to any required
registration or other qualification of such Registrable Securities under any
federal or state law or regulation of governmental authority other than the
Securities Act.
Section 6. Benefits of Registration Rights.
6.1 Benefits of Registration Rights. Each Holder and any transferees of
Registrable Securities permitted hereunder may jointly exercise the registration
rights hereunder in such manner and in such proportion as they shall agree among
themselves, provided that any such transferees shall be subject to and bound by
all of the terms and conditions hereof applicable to the Holders.
6.2 Non-exclusive Means of Sale. Nothing in this Agreement shall be deemed
to preclude any Holder from selling any Registrable Securities in accordance
with the provisions of Rule 144 (or any successor provision thereto) under the
Securities Act in accordance with the provisions hereof.
6.3 Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the SEC which may permit the sale of restricted
securities to the public without registration, the company agrees to: (i) make
and keep public information available as those terms are understood and defined
in Rule 144 under the Securities Act ("Rule 144"), at all times; (ii) use its
best efforts to file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;
and (iii) so long as a Holder owns any Registrable Securities, furnish to such
Holder upon request, a written statement by the Company as to its compliance
with the reporting requirements of Rule 144, and of the Securities Act and the
Exchange Act, a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents so filed as the Holder may
reasonably request in availing itself of any rule or regulation of the SEC
allowing the Holder to sell any such securities without registration.
Section 7. Certain Definitions.
7.1 "Existing Holders," shall mean Textron or Zurich, and shall include any
transferees thereof who are entitled to registration rights from the Company
pursuant to the Textron Registration Rights Agreement or the Zurich Registration
Rights Agreement.
7.2 "Person," means an individual, partnership, joint-stock company,
corporation, trust or unincorporated organization, and a government or agency or
political subdivision thereof.
7.3 "Registration Expenses," as used in this Agreement, means all expenses
incident to the Company's performance of or compliance with the registration
requirements set forth in this Agreement regardless of whether any such
registration becomes effective including, without limitation, the following: (i)
all fees, disbursements, and expenses of counsel for the Company (United States
and foreign), all reasonable fees, disbursements and expenses of (a) one counsel
for the Holders of Registrable Securities and (b) the Company's
14
independent certified public accountants in connection with the registration of
Registrable Securities to be disposed of under the Securities Act; (ii) all fees
and expenses in connection with the preparation, printing and filing of the
registration statement, any preliminary prospectus or final prospectus, any
other offering document and amendments and supplements thereto (including, if
applicable, the fees and expenses of any "qualified independent underwriter" and
its counsel that may be required by the rules and regulations of the NASD) and
the mailing and delivering of copies thereof to the underwriters and dealers;
(iii) all cost of printing or producing any agreements) among underwriters,
underwriting agreements) and blue sky or legal investment memoranda, any selling
agreements and any other documents in connection with the offering, sale or
delivery of Registrable Securities to be disposed of; (iv) all expenses in
connection with the qualification of Registrable Securities to be disposed of
for offering and sale under state blue sky or securities laws, including the
fees and disbursements of counsel or the underwriters in connection with such
qualification and in connection with any blue sky and legal investment surveys;
(v) any filing fees incident to securing any required review by the NASD of the
terms of the sale of Registrable Securities to be disposed of; and (vi) all
application and filing fees in connection with listing the Registrable
Securities on a national securities exchange or automated quotation system
pursuant to the requirements hereof.
7.4 "Registrable Securities" means (i) the shares of Company Common Stock
held by the Holders as of the date of this Agreement as shown on Schedule I
hereto; (ii) any additional shares of Company Common Stock acquired by the
Holders; (iii) any securities of the Company issued as a dividend or
distribution with respect to Company Common Stock or any Registrable Securities
and (iv) any securities which may be issued in exchange for any Company Common
Stock or any Registrable Securities. As to any proposed offer or sale of
Registrable Securities by a Holder, such securities shall cease to be
Registrable Securities with respect to such proposed offer or sale when (i) a
registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and all such securities shall have
been disposed of in accordance with such registration statement, (ii) all such
shares as are actually sold by such Holder pursuant to Rule 144 (or any
successor provision thereto) under the Securities Act, or (iii) all such
securities are permitted to be sold by a Holder, in the opinion of counsel to
the Company in any 90-day period pursuant to Rule 144 (or any successor
provision thereto) under the Securities Act without giving effect to the
provisions of Rule 144(k).
7.5 "Voting Equity Securities" means all common equity securities issued by
the Company having the ordinary power to vote in the election of directors of
the Company, other than securities having such power only upon the occurrence of
a default or any other extraordinary contingency.
15
Section 8. Miscellaneous.
8.1 No Inconsistent Agreements. The Company shall not on or after the date
of this Agreement enter into any agreement with respect to its securities that
violates the rights granted to the Holders in this Agreement.
8.2 Governing Law: Jurisdiction. This Agreement shall be construed,
performed and enforced in accordance with, and governed by, the laws of the
State of Delaware, without giving effect to the principles of conflicts of laws
thereof.
8.3 Assignment. The registration rights set forth herein may be assigned,
in whole or in part, to any transferee of Registrable Securities (who shall be
considered thereafter to be a Holder (provided that any transferee shall be a
Holder only with respect to such Registrable Securities so acquired and any
stock of the Company issued as a dividend or other distribution with respect to,
or in exchange for or in replacement of, such Registrable Securities) and shall
be bound by all obligations and limitations of this Agreement. Subject to the
foregoing, this Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties.
8.4 Severability. In the event that any part of this Agreement is declared
by any court or other judicial or administrative body to be null, void or
unenforceable, said provision shall survive to the extent it is not so declared,
and all of the other provisions of this Agreement shall remain in full force and
effect.
8.5 Notices. (a) All communications under this Agreement shall be in
writing and shall be delivered by facsimile or by hand or mailed by overnight
courier or by registered or certified mail, postage prepaid:
If to a Holder: At the address shown on the attached Schedule I
If to the Company: Provident Companies, Inc.
0 Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Chief Financial Officer
000-000-0000 (telecopier)
With a copy to: Xxxxxx & Bird
0000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxx, Esq.
000-000-0000 (telecopier)
Any notice so addressed shall be deemed to be given: if delivered by hand, on
the date of such delivery; if mailed by courier, on the first business day
following the date of such mailing; and if mailed by registered or certified
mail, on the third business day after the date of such mailing.
16
(b) Any party may change its address for the purpose of this Section by
giving the other party written notice of its new address in the manner set forth
above. Nothing in this Section 8.6 shall be deemed to constitute consent to the
manner and address for service of process in connection with any legal
proceeding (including litigation arising out of or in connection with this
Agreement), which service shall be effected as required by applicable law.
8.6 Amendments; Waivers. This Agreement may be amended or modified, and any
of the terms, covenants or conditions hereof may be waived, only by a written
instrument executed by the parties hereto, or in the case of a waiver, by the
party waiving compliance. Any waiver by any party of any condition, or of the
breach of any provision, term or covenant contained in this Agreement, in any
one or more instances, shall not be deemed to be nor construed as furthering or
continuing waiver of any such condition, or of the breach of any other
provision, term or covenant of this Agreement.
8.7 Section and Paragraph Headings. The section and paragraph headings in
this Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement.
8.8 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunder duly authorized as of the date
first above written.
PROVIDENT COMPANIES, INC.
By: /s/J. Xxxxxx Xxxxxxxx
---------------------
J. Xxxxxx Xxxxxxxx
Chairman, President and
Chief Executive Officer
HOLDERS:
[Signatures of all holders on
attached list]
SCHEDULE I
FAMILY STOCKHOLDERS AND
TRUSTEES NAMES AND ADDRESSES
SUNTRUST TRUST ACCOUNTS
-----------------------
THE X.X. XXXXXXXXX TRUST FOR THE X.X.
XXXXXXXXX FAMILY (#2151)
Trustees
--------
Xxxxxxxx X. Xxxxxxxxx Address: 000 Xxxxx Xxxxx
Xxxxxxx Xxxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxxx Address: 000 X. Xxxxxxxxx Xxxxxx
Xxxxxxx Xxxxxxxx, XX 00000
Telecopy: (000) 000-0000 (home)
(000) 000-0000 (office)
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga(M0310)
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
Vice President & Senior Trust
Officer
Xxxxxx Xxxxxx, Xx. Address: 0000 Xxxxxxx Xxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
THE X.X. XXXXXXXXX TRUST FOR THE X.X.
XXXXXXXXX FAMILY TRUST (#215109)
Trustees
--------
Xxxxxxxx X. Xxxxxxxxx Address: 000 Xxxxx Xxxxx
Xxxxxxx Xxxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxxx Address: 000 X. Xxxxxxxxx Xxxxxx
Xxxxxxx Xxxxxxxx, XX 00000
Telecopy: (000) 000-0000 (home)
(000) 000-0000 (office)
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
Vice President & Senior Trust
Officer
Xxxxxx Xxxxxx, Xx. Address: 0000 Xxxxxxx Xxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Page 2 of 30
THE X.X. XXXXXXXXX TRUST FOR THE
XXXX X. XXXXXXXXX, XX. FAMILY (#2152)
Trustees
--------
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxxxxxxx X. Xxxxxxx Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before
faxing)
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
Vice President & Senior Trust
Officer
Xxxxxx X. XxXxxxxx, III Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
THE X.X. XXXXXXXXX TRUST FOR THE H.O.
MACLELLAN, SR. FAMILY (#215209)
Trustees
--------
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxxxxxxx X. Xxxxxxx Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before
faxing)
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
Vice President & Senior Trust
Officer
Xxxxxx X. XxXxxxxx, III Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Page 3 of 30
THE XXXX X. XXXXXXXXX TRUST FOR THE
X.X. XXXXXXXXX FAMILY (#2155)
Trustees
--------
Xxxxxxxx X. Xxxxxxxxx Address: 000 Xxxxx Xxxxx
Xxxxxxx Xxxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxxx Address: 000 X. Xxxxxxxxx Xxxxxx
Xxxxxxx Xxxxxxxx, XX 00000
Telecopy: (000) 000-0000 (home)
(000) 000-0000 (office)
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
Vice President & Senior Trust
Officer
Xxxxxx Xxxxxx, Xx. Address: 0000 Xxxxxxx Xxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
THE XXXX X. XXXXXXXXX TRUST FOR THE
X.X. XXXXXXXXX FAMILY (#215509)
Trustees
--------
Xxxxxxxx X. Xxxxxxxxx Address: 000 Xxxxx Xxxxx
Xxxxxxx Xxxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxxx Address: 000 X. Xxxxxxxxx Xxxxxx
Xxxxxxx Xxxxxxxx, XX 00000
Telecopy: (000) 000-0000 (home)
(000) 000-0000 (office)
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
Vice President & Senior Trust
Officer
Xxxxxx Xxxxxx, Xx. Address: 0000 Xxxxxxx Xxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Page 4 of 30
THE XXXX X. XXXXXXXXX TRUST FOR THE
XXXX X. XXXXXXXXX, XX. FAMILY (#2156)
Trustees
--------
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxxxxxxx X. Xxxxxxx Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before
faxing)
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
Vice President & Senior Trust
Officer
Xxxxxx X. XxXxxxxx, III Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
THE XXXX X. XXXXXXXXX TRUST FOR THE
H.O. MACLELLAN, SR. FAMILY (#215609)
Trustees
--------
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxxxxxxx X. Xxxxxxx Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before
faxing)
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
Vice President & Senior Trust
Officer
Xxxxxx X. XxXxxxxx, III Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Page 5 of 30
FOUNDATION ACCOUNTS
-------------------
THE X.X. XXXXXXXXX TRUST FOR THE
XXXXXXXXX FOUNDATION, INC. (#2150)
Trustees
--------
Xxxxxxxx X. Xxxxxxxxx Address: 000 Xxxxx Xxxxx
Xxxxxxx Xxxxxxxx, XX 00000
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank, Chattanooga
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: X.X. Xxxx, Xx.
President
Xxxxxx Xxxxxx, Xx. Address: 0000 Xxxxxxx Xxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
THE XXXX X. XXXXXXXXX TRUST FOR THE
XXXXXXXXX FOUNDATION INC. (#2154)
Trustees
--------
Xxxxxxxx X. Xxxxxxxxx Address: 000 Xxxxx Xxxxx
Xxxxxxx Xxxxxxxx, XX 00000
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank, Chattanooga
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: X.X. Xxxx, Xx.
President
Xxxxxx Xxxxxx, Xx. Address: 0000 Xxxxxxx Xxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Page 6 of 30
THE XXXXXXXXX FOUNDATION
Trustees
--------
Xxxxxxxx X. Xxxxxxxxx Address: 000 Xxxxx Xxxxx
Xxxxxxx Xxxxxxxx, XX 00000
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxxx X. Xxxxx Address: Covenant College
Lookout Xxxxxxxx, XX 00000
Telecopy: (000) 000-0000
G. Xxxxxxx Xxxxxxxxx Address: Whitfield, Mills, Xxxxxxx &
Xxxxxxxxx, Inc.
000 Xxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxxxx X. Xxxxxxxxx Address: 000 X. Xxxxxxxxx Xxxxxx
Xxxxxxx Xxxxxxxx, XX 00000
Telecopy: (000) 000-0000 (home)
(000) 000-0000 (office)
Xxxxxxxxx X. Xxxxxxx Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before
faxing)
Xxxxxx X. Blue Address: Xxxxxx Xxxx & Company
Suite 600
0000 Xxxxxxx Xxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
A.S. (Xxx) MacMillan Address: Team Resources
River Edge One, Suite 425
0000 Xxxxxxxxxx Xxxxx
Xxxxxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
Page 7 of 30
CHRISTIAN EDUCATION CHARITABLE TRUST
Trustees
--------
Xxxxxxxx X. Xxxxxxxxx Address: 000 Xxxxx Xxxxx
Xxxxxxx Xxxxxxxx, XX 00000
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxx Xxxxxx, III Address: 000 Xxxxxx Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxx Xxxxxxxx, Xx. Address: 000 Xxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxxx Xxxxx Address: 000 X. Xxxx Xxxx
Xxxxxxx Xxxxxxxx, XX 00000
Telecopy: __________________________
Page 8 of 30
THE XXXX AND XXXXXXXXX XXXXXXXXX
CHARITABLE TRUST
Trustees
--------
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxxxxxxx X. Xxxxxxx Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before
faxing)
Xxxxx X. Xxxxxxx Address: Chattanooga Bible Institute
0000 XxXxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxx X. Xxxxxxxx Address: 000 X. Xxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000 (office)
Xxxxx X. Xxxxx Address: Covenant College
Lookout Xxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxx X. Xxxxxxx Address: Xxxxxxx and Xxxxxxx
000 Xxxxxx Xxxxxxxx
Xxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
Telecopy: (000) 000-0000
Page 9 of 30
THE XXXXX X. XXXXXX CHARITABLE TRUST
Trustees
--------
Xxxxxxxx X. Xxxxxxxxx Address: 000 Xxxxx Xxxxx
Xxxxxxx Xxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxxx Address: Xxxxxx and Xxxxxx
Xxxxxxxxx Xxxx., 00xx Xxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000 or
(000) 000-0000
Xxxxxxxx X. XxXxxx Address: CBMC
0000 XxXxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
T. Xxxxxxx Xxxxxxxx Address: 000 Xxxxxxxx
Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxxx X. Xxxxxxxx Address: SunTrust Bank
17th Floor
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Page 10 of 30
XXXX X. XXXXXXXXX XX. AND
XXX. XXXXXXXXX X. XXXXXXXXX ACCOUNTS
------------------------------------
ESTATE OF XXXX X. XXXXXXXXX, XX.
Executors
---------
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxxxxxxx X. Xxxxxxx Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before
faxing)
A.S. (Xxx) MacMillan Address: Team Resources
River Edge One, Suite 425
0000 Xxxxxxxxxx Xxxxx
Xxxxxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
XXXXXXXXX X. XXXXXXXXX
Address: c/o Xxxx X. Xxxxxxxxx, Xx.
(under power-of-attorney)
Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Page 11 of 30
TRUST OF X.X. XXXXXXXXX DATED 6/2/52
FOR THE PRIMARY BENEFIT OF XXXXXXXXX
X. XXXXXXX
Trustees
--------
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxxxxxxx X. Xxxxxxx Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before
faxing)
U.S. Trust Company of Florida Address: c/o U.S. Trust Company
of New York
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx
Senior Vice President
TRUST OF X.X. XXXXXXXXX DATED 6/2/52
FOR H.O. MACLELLAN, JR.
Trustees
--------
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxxxxxxx X. Xxxxxxx Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before
faxing)
TRUST OF H.O. MACLELLAN, SR. FOR THE
BENEFIT OF GREAT GRANDCHILDREN
Trustees
--------
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxxxxxxx X. Xxxxxxx Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before
faxing)
Page 12 of 30
X. X. XXXXXXXXX FAMILY ACCOUNTS
-------------------------------
XXXXXXXX X. XXXXXXXXX
Address: 000 Xxxxx Xxxxx
Xxxxxxx Xxxxxxxx, XX 00000
TRUST UNDER THE WILL OF XXXX
XXXXXXXXX XXXXXXX (CEDE & CO.)
Trustees
--------
Xxxxxxxx X. Xxxxxxxxx Address: 000 Xxxxx Xxxxx
Xxxxxxx Xxxxxxxx, XX 00000
U.S. Trust Company of Florida Address: c/o U.S. Trust Company
of New York
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx
Senior Vice President
THE CHARITABLE REMAINDER UNITRUST
OF XXXXXXXX X. XXXXXXXXX 8/11/76
Trustee
-------
U.S. Trust Company of New York Address: 000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx
Senior Vice President
TRUST UAW XXXXXX XXXXX XXXXXXXXX
DATED 9/22/88
Trustee
-------
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
Vice President & Senior Trust
Officer
Page 13 of 30
TRUST UNDER DEED XXXXXX XXXXX
XXXXXXXXX DATED 1/7/94 FOR XXXXXX
XXXXX XXXXXXXXX
Trustee
-------
U.S. Trust Company of New York Address: 000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx
Senior Vice President
TRUST UAW XXXXXX X. XXXXXXXXX FOR
XXXXXXX XXXXX XXXXXXXXX
Trustees
--------
Xxxxxx X. Xxxxxxxx, Xx. Address: Xxxxxx X. Xxxxxxxx & Co.
0000 Xxxxxx Xxxxxxxx
Xxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
X. Xxxxxx Irvine Address: Xxxxxxxxx & Xxxxxx, PLLC
0000 Xxxxxx Xxxxxxxx
Xxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
TRUST UAW XXXXXX X. XXXXXXXXX FOR
XXX XXXXXXXXX XXXXXXXXX
Trustees
--------
Xxxxxx X. Xxxxxxxx, Xx. Address: Xxxxxx X. Xxxxxxxx & Co.
0000 Xxxxxx Xxxxxxxx
Xxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
X. Xxxxxx Irvine Address: Xxxxxxxxx & Xxxxxx, PLLC
0000 Xxxxxx Xxxxxxxx
Xxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Page 14 of 30
THE TRUST FOR X.X. XXXXXXXXX AND X.X.
XXXXXXXXX FOUNDATION U/A FOR XXX.
XXXXXXXX X. XXXXXXXXX DATED 1/4/73
Trustees
--------
Xxxxxxxx X. Xxxxxxxxx Address: 000 Xxxxx Xxxxx
Xxxxxxx Xxxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxx, Xx. Address: Xxxxxx X. Xxxxxxxx & Co.
0000 Xxxxxx Xxxxxxxx
Xxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxxxxx Xxxxxxxxx Address: Chattanooga Resource
Foundation
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
Telecopy: (000) 000-0000
Xxx X. Xxxxxxxx Address: 000 X. Xxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000 (office)
Xxxxxxx X. Xxxxxxx, Xx. Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before
faxing)
Xxxxxx X. Xxxxxxxxx Address: 000 X. Xxxxxxxxx Xxxxxx
Xxxxxxx Xxxxxxxx, XX 00000
Telecopy: (000) 000-0000 (home)
(000) 000-0000 (office)
Xxxxxx X. XxXxxxxx, III Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Page 15 of 30
THE SECOND CHARITABLE REMAINDER
UNITRUST OF X.X. XXXXXXXXX DATED
12/17/81
Trustees
--------
Xxxxxxxx X. Xxxxxxxxx Address: 000 Xxxxx Xxxxx
Xxxxxxx Xxxxxxxx, XX 00000
U.S. Trust Company of New York Address: 000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx
Senior Vice President
Page 16 of 30
XXXX X. XXXXXXXXX XX. FAMILY ACCOUNTS
-------------------------------------
XXXX X. XXXXXXXXX, XX.
Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
TRUST U/A XXXX X. XXXXXXXXX DATED
12/8/48 FOR XXXX X. XXXXXXXXX, XX.
Trustees
--------
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
Vice President & Senior Trust
Officer
TRUST U/A XXXX X. XXXXXXXXX, XX.
DATED 11/19/66 FOR THE BENEFIT OF
XXXXXXXXX X. XXXXXXXXX
Trustee
-------
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
TRUST U/A XXXX X. XXXXXXXXX, XX.
DATED 7/8/68 FOR THE BENEFIT OF XXXXXX
X. XXXXXXXXX
Trustee
-------
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Page 17 of 30
TRUST U/A XXXX X. XXXXXXXXX, XX.
DATED 3/12/64 FOR THE BENEFIT OF
XXXXXXXXXXX X. XXXXXXXXX
Trustee
-------
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
H.O. MACLELLAN, JR. AND SUNTRUST BANK
TRUSTEES U/A H.O. MACLELLAN, SR. FOR
THE BENEFIT OF XXXXXXXXX X.
XXXXXXXXX AND HER DESCENDANTS
DATED 5/29/70 (#4629)
Trustees
--------
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
Vice President & Senior Trust
Officer
H.O. MACLELLAN, JR. AND SUNTRUST BANK
TRUSTEES U/A H.O. XXXXXXXXX, SR. FOR
THE BENEFIT OF XXXXXX X. XXXXXXXXX
AND HIS DESCENDANTS DATED 5/29/70 (#4630)
Trustees
--------
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
Vice President & Senior Trust
Officer
Page 18 of 30
H.O. MACLELLAN, JR. AND SUNTRUST BANK
TRUSTEES U/A H.O. XXXXXXXXX, SR. FOR
THE BENEFIT OF XXXXXXXXXXX X.
XXXXXXXXX AND HIS DESCENDANTS DATED
5/29/70 (#4631)
Trustees
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
Vice President & Senior Trust
Officer
Page 19 of 30
THE H.O. MACLELLAN, SR. CHARITABLE
INC. TRUST DATED 11/29/83 FOR THE
BENEFIT OF XXXXXXXXX XXXXXXXXX
Trustees
--------
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxxxxxxx X. Xxxxxxxxx Address: c/o Xxxx X. Xxxxxxxxx
(under power-of-attorney)
Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxx X. Xxxxxxxx Address: 000 X. Xxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000 (office)
Xxxx X. Xxxxxxx Address: Xxxxxxx and Xxxxxxx
000 Xxxxxx Xxxxxxxx
Xxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
Telecopy: (000) 000-0000
Page 20 of 30
CHARITABLE INCOME (LEAD) TRUST U/A
XXXX X. XXXXXXXXX, XX. DATED 12/31/76
FOR THE BENEFIT OF XXXXXXXXXXX X.
XXXXXXXXX
Trustees
--------
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxxxxxxx X. Xxxxxxx Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before
faxing)
Xxx X. Xxxxxxxx Address: 000 X. Xxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000 (office)
Xxxx X. Xxxxxxx Address: Xxxxxxx and Xxxxxxx
000 Xxxxxx Xxxxxxxx
Xxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
Telecopy: (000) 000-0000
CHARITABLE INCOME (LEAD) TRUST U/A
H.O. MACLELLAN, SR. DATED 12/31/76 FOR
THE BENEFIT OF XXXXXXXXX X.
XXXXXXXXX
Trustees
--------
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxxxxxxx X. Xxxxxxx Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before
faxing)
Xxx X. Xxxxxxxx Address: 000 X. Xxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000 (office)
Xxxx X. Xxxxxxx Address: Xxxxxxx and Xxxxxxx
000 Xxxxxx Xxxxxxxx
Xxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
Telecopy: (000) 000-0000
Page 21 of 30
CHARITABLE INCOME (LEAD) TRUST U/A
H.O. MACLELLAN, SR. DATED 12/31/76 FOR
THE BENEFIT OF XXXXXX X. XXXXXXXXX
Trustees
--------
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxxxxxxx X. Xxxxxxx Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before
faxing)
Xxx X. Xxxxxxxx Address: 000 X. Xxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000 (office)
Xxxx X. Xxxxxxx Address: Xxxxxxx and Xxxxxxx
000 Xxxxxx Xxxxxxxx
Xxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
Telecopy: (000) 000-0000
CHARITABLE INCOME (LEAD) TR U/A H.O.
MACLELLAN, SR. DATED 12/31/76 FOR THE
BENEFIT OF XXXXXXXXX XXXXXXXXX
Trustees
--------
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxxxxxxx X. Xxxxxxx Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before
faxing)
Xxx X. Xxxxxxxx Address: 000 X. Xxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000 (office)
Xxxx X. Xxxxxxx Address: Xxxxxxx and Xxxxxxx
000 Xxxxxx Xxxxxxxx
Xxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
Telecopy: (000) 000-0000
Page 22 of 30
IRREVOCABLE TRUST U/A XXXXX X.
XXXXXXXXX DATED 12/15/83 FOR THE
BENEFIT OF XXXXXXXXX XXXXXXXXX
Trustee
-------
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
XXXX X. XXXXXXXXX, XX. CUSTODIAN FOR
XXXXXXXXX XXXXXXXXX
Custodian
---------
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
XXXXXXXXXXX XXXX XXXXXXXXX
Address: x/x Xxxx X. Xxxxxxxxx, Xx.
Xxxxx 000
Xxxxxxxxx Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
XXXXXXXXXXX XXXX XXXXXXXXX
CUSTODIAN FOR XXXXXX XXXXXXXXXXX
XXXXXXXXX
Custodian
---------
Xxxxxxxxxxx X. Xxxxxxxxx Address: x/x Xxxx X. Xxxxxxxxx, Xx.
Xxxxx 000
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
XXXXXXXXXXX XXXX XXXXXXXXX
CUSTODIAN FOR XXXX XXXXXXXXX III
Custodian
---------
Xxxxxxxxxxx X. Xxxxxxxxx Address: x/x Xxxx X. Xxxxxxxxx, Xx.
Xxxxx 000
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Page 23 of 30
XXXXXXXXXXX XXXX XXXXXXXXX
CUSTODIAN FOR XXXXXX XXXXXX
XXXXXXXXX
Custodian
---------
Xxxxxxxxxxx X. Xxxxxxxxx Address: x/x Xxxx X. Xxxxxxxxx, Xx.
Xxxxx 000
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
XXXXX XXXXXXXXX
Address: x/x Xxxx X. Xxxxxxxxx, Xx.
Xxxxx 000
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
XXXXXX XXXX XXXXXXXXX
Address: 000 Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
XXXXXX X. XXXXXXXXX CUSTODIAN FOR
XXXXXXXXXX XXXXXX XXXXXXXXX
Custodian
---------
Xxxxxx X. Xxxxxxxxx Address: 000 Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
XXXXXX XXXXXXX XXXXXXXXX
Address: 000 Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
XXXXXXXXX XXXXXXXXX XXXXX
Address: 000 Xxxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Page 24 of 30
XXXXXXXXX XXXXXXXXX XXXXX
CUSTODIAN FOR XXXXXXX XXXX XXXXX
Custodian
---------
Xxxxxxxxx Xxxxxxxxx Xxxxx Address: 000 Xxxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
XXXXXXXXX XXXXXXXXX XXXXX
CUSTODIAN FOR XXXXXX XXXXXXXXX XXXXX
Custodian
---------
Xxxxxxxxx Xxxxxxxxx Xxxxx Address: 000 Xxxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
XXXXXXXXX XXXXXXXXX XXXXX
CUSTODIAN FOR XXXXXXXX XXXX XXXXX
Custodian
---------
Xxxxxxxxx Xxxxxxxxx Xxxxx Address: 000 Xxxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
XXXXX XXXXX
Address: 000 Xxxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
XXXXX XXXXXX XXXXXXXXX
Address: x/x Xxxx X. Xxxxxxxxx, Xx.
Xxxxx 000
Xxxxxxxxx Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
TRUST OF XXXX X. XXXXXXXXX, XX. DATED
1/31/67 FOR THE BENEFIT OF THE CHILDREN
Trustee
-------
Xxxxx Xxxxxx Xxxxxxxxx Address: x/x Xxxx X. Xxxxxxxxx, Xx.
Xxxxx 000
Xxxxxxxxx Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Page 25 of 30
XXXXXXXXX XXXXXXXXX XXXXXXX FAMILY ACCOUNTS
-------------------------------------------
XXXXXXXXX X. XXXXXXX
Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before faxing)
H.O. XXXXXXXXX SENIOR TRUST DATED
9/8/72 FOR THE BENEFIT OF XXXXXXX X.
XXXXXXX, XX.
Trustees
--------
Xxxxxxxxx X. Xxxxxxx Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before
faxing)
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
Vice President & Senior Trust
Officer
H.O. MACLELLAN SENIOR TRUST DATED
9/8/72 FOR THE BENEFIT OF XXXXXX X.
XXXXXXX
Trustees
--------
Xxxxxxxxx X. Xxxxxxx Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before
faxing)
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
Vice President & Senior Trust
Officer
Page 26 of 30
CHARITABLE INCOME (LEAD) TRUST U/A
H.O. XXXXXXXXX SENIOR TRUST DATED
12/31/76 FOR THE BENEFIT OF XXXXXXX X.
XXXXXXX, XX.
Trustees
--------
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxxxxxxx X. Xxxxxxx Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before
faxing)
Xxx X. Xxxxxxxx Address: 000 X. Xxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000 (office)
Xxxx X. Xxxxxxx Address: Xxxxxxx and Xxxxxxx
000 Xxxxxx Xxxxxxxx
Xxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
Telecopy: (000) 000-0000
CHARITABLE INCOME (LEAD) TRUST U/A
H.O. MACLELLAN SENIOR DATED 12/31/76
FOR THE BENEFIT OF XXXXXX XXXXXXXXX
XXXXXXX
Trustees
--------
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxxxxxxx X. Xxxxxxx Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before
faxing)
Xxx X. Xxxxxxxx Address: 000 X. Xxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000 (office)
Xxxx X. Xxxxxxx Address: Xxxxxxx and Xxxxxxx
000 Xxxxxx Xxxxxxxx
Xxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
Telecopy: (000) 000-0000
Page 27 of 30
TRUST U/A H.O. MACLELLAN SENIOR DATED
12/9/48 FOR THE BENEFIT OF XXXXXXXXX
X. XXXXXXX
Trustees
--------
Xxxxxxxxx X. Xxxxxxx Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before
faxing)
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
Vice President & Senior Trust
Officer
XXXXXXXXX X. XXXXXXX AND XXXXXXX X.
XXXXXXX, XX. TRUSTEES FOR THE BENEFIT
OF XXXXXXX X. XXXXXXX, XX. DATED 1/26/96
Trustees
--------
Xxxxxxxxx X. Xxxxxxx Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before
faxing)
Xxxxxxx X. Xxxxxxx, Xx. Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before
faxing)
XXXXXXX X. XXXXXXX, XX.
Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before faxing)
Page 28 of 30
IRREVOCABLE TRUST DATED 12/3/64 OF H.O.
XXXXXXXXX, SR. FOR THE BENEFIT OF
XXXXXX XXXXXXXXX XXXXXXX
Trustee
-------
Xxxxxxx X. Xxxxxxx, Xx. Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before
faxing)
IRREVOCABLE TRUST DATED 6/1/62 OF H.O.
XXXXXXXXX, SR. FOR THE BENEFIT OF
XXXXXXX X. XXXXXXX, XX.
Trustee
-------
Xxxxxxx X. Xxxxxxx, Xx. Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before
faxing)
XXXXXXX X. XXXXXXX, XX.
Address: 00 Xxxxxxx Xxxxxxx, Xxxx 00
Xxxxxx XX0 0XX
Xxxxxxx
Telecopy: 011-44-171-373-8776
(call number first before faxing)
XXXXXXXXX X. XXXXXXX
Address: 00 Xxxxxxx Xxxxxxx, Xxxx 00
Xxxxxx XX0 0XX
Xxxxxxx
Telecopy: 011-44-171-373-8776
(call number first before faxing)
XXXXXX XXXXXXXXX XXXXXXX
Address: 0000 Xxxxx Xxxx Xxxxxx
Xxx. 000
Xxxx Xxxxxxxxx, Xxxxxxxxxx 00000
Telecopy: (000) 000-0000
Page 29 of 30
XXXX X. XXXXXX
Address: x/x Xxxx X. Xxxxxxxxx, Xx.
Xxxxx 000
Xxxxxxxxx Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Page 30 of 30
XXXX X. XXXXXXXXX XX. AND
XXXXXXXXX XXXXXXXXX XXXXXXX FAMILY ACCOUNTS
-------------------------------------------
IRREVOCABLE INSURANCE TRUST OF XXXX
X. XXXXXXXXX, XX. DATED 1/31/67
Trustees
--------
Xxxx X. Xxxxxxxxx, Xx. Address: Suite 501
Provident Building
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Xxxxxxxxx X. Xxxxxxx Address: 0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
(call number first before
faxing)
