EXHIBIT 3
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Registration and Transfer Agreement
by and between
BE Aerospace, Inc.
and
The Stockholders Signatory hereto
dated as of
August 7, 1998
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NYFS10...:\80\74780\0003\139\AGR8148W.590
Registration and Transfer Agreement
by and between
BE Aerospace, Inc.,
and The Stockholders Signatory hereto
dated as of
August 7, 1998
TABLE OF CONTENTS
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PAGE
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1. Certain Definitions..............................................4
2. Restrictions on Transferability..................................5
3. Restrictive Legends..............................................5
4. Registered Public Offering.......................................6
5. Shelf Registration of Registrable Securities.....................7
6. Expenses of Registration.........................................7
7. Indemnification..................................................7
8. Obligations of the Company.......................................9
9. Information by Stockholders.....................................10
10. Securities Law Compliance.......................................10
11. Standoff Agreement..............................................11
12. Investment Representation.......................................11
13. Amendment.......................................................11
14. Notices.........................................................12
15. Transferability.................................................12
16. Governing Law...................................................12
17. Severability....................................................12
18. Counterparts....................................................12
REGISTRATION AND TRANSFER AGREEMENT
This Registration and Transfer Agreement ("Agreement") is entered into as
of August 7, 1998 by and between BE Aerospace, Inc., a Delaware corporation (the
"Company"), and the stockholders signatory hereto (the "Stockholders"), with
reference to certain shares of Common Stock, $.01 par value (the "Common
Stock"), of the Company.
1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms
shall have the following respective meanings:
"ACQUISITION AGREEMENT" shall mean the Acquisition Agreement dated
as of July 21, 1998 among the Stockholders and the Company.
"COMMISSION" means the U.S. Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act.
"COMMON SHARES" means the 4,000,000 shares of Common Stock of the
Company issued pursuant to the Acquisition Agreement.
"EXCHANGE ACT" means the U.S. Securities Exchange Act of 1934, as
amended, or any similar federal statute and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.
"HOLDER" means each Stockholder and any permitted assignee or
transferee of such Stockholder.
"REGISTRABLE SECURITIES" means the Common Shares; provided, however,
that Common Shares shall be treated as Registrable Securities only if and
so long as they have not been sold in a completed public distribution or a
completed public securities transaction.
"REGISTER", "REGISTERED" and "REGISTRATION" refer to a registration
effected by preparing and filing a registration statement pursuant to the
Securities Act and the declaration or ordering of the effectiveness of
such registration statement by the Commission.
"REGISTRATION EXPENSES" means all expenses incurred by the Company
in complying with Sections 5 and 6 hereof, including, without limitation,
all registration, listing, qualification and filing fees, printing fees,
transfer agent and
register fees, fees and disbursements of counsel and experts for the
Company and blue sky fees and expenses incident to or required by any such
registration (but excluding the compensation of regular employees of the
Company which shall be paid in any event by the Company).
"RESTRICTED SECURITIES" shall mean the Common Shares of the Company
required to bear the legend set forth in paragraph (a) of Section 3
hereof.
"SECURITIES ACT" shall mean the U.S. Securities Act of 1933, as
amended, or any similar federal statute and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.
"SELLING EXPENSES" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the securities sold by
the Stockholders and all fees and disbursements of counsel for the
Stockholders in connection therewith.
"SHARE DISPOSITION AGREEMENT" shall mean the Share Distribution
Agreement dated as of the date hereof among the Stockholders and the
Company.
"SMR COMPANIES" shall have the meanings specified in the Acquisition
Agreement.
2. RESTRICTIONS ON TRANSFERABILITY. On or prior to December 31, 1998,
the Common Shares may be sold, assigned, transferred or pledged only in
accordance with the conditions specified in the Share Disposition Agreement.
3. RESTRICTIVE LEGENDS.
(a) Each certificate or instrument representing Common Shares or any
securities issued in respect of the Common Shares upon any stock split, stock
dividend, combination or similar recapitalization, shall (unless otherwise
permitted by the provisions of Section 4 below) bear the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW.
SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN
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THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION
OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER
IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF
THE SECURITIES ACT OF 1933.
(b) Each certificate or instrument representing Common Shares shall
also bear the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
TERMS AND CONDITIONS OF AN AGREEMENT BETWEEN THE HOLDER HEREOF AND THE
CORPORATION WHICH INCLUDES RESTRICTIONS ON CERTAIN SALES OF THE
SECURITIES. COPIES OF THE AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST
TO THE SECRETARY OF BE AEROSPACE, INC.
(c) Each Holder consents to the Company's making a notation on its
records and giving instructions to any transfer agent of the Common Shares in
order to implement the restrictions on transfer established in this Agreement.
The legend placed on any certificate pursuant to Section 3(a) and Section 3(b)
and any notations or instructions with respect to the Common Shares represented
by such certificate will be promptly removed, and the Company will promptly
(i.e., in sufficient time to permit such Holder to settle any such sale three
business days after the applicable trade date) issue a certificate without such
legend to the Holder of such Common Shares (i) in the case of the legend
described in Section 3(a), if the Company shall have directed, or consented to,
such sale pursuant to the terms of the Share Disposition Agreement or the
restrictions contained therein shall have expired and (ii) in the case of the
legend described in Section 3(b), if such Common Shares are registered under the
Securities Act (but only in connection with the actual sale of such Common
Shares) and a prospectus meeting the requirements of Section 10 of the
Securities Act is available.
4. REGISTERED PUBLIC OFFERING. (a) The Company shall use commercially
reasonable efforts to file a registration statement with the Commission to
register the Registrable Securities under the Securities Act and to cause such
registration statement (which shall include interim financial statements of the
Company and its subsidiaries for the fiscal quarter ending August 31, 1998) to
become effective as soon as practicable after August 31, 1998. The Stockholders
shall offer such amount of the Registrable Securities
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as the Company shall determine for public sale (the "Public Offering"), pursuant
to such registration statement.
(b) UNDERWRITING. The Stockholders and the Company shall enter into
an underwriting agreement in customary form with the managing underwriter
selected for such underwriting by the Company, provided however, that the
Stockholders shall be required by such underwriting agreement to provide
indemnification to the underwriter only to the extent that the Stockholders are
required to provide indemnification to the Company pursuant to Section 7(b)
hereof. The Company shall determine the number of shares to be underwritten, and
may limit the Registrable Securities to be included in such registration. The
Company shall so advise the Stockholders of the number of shares of Registrable
Securities that may be included in the registration and underwriting by the
Stockholders and such number shall thereafter be reduced by the number of shares
determined by the Company not to be included in such registration, such cutback
to be allocated among the Stockholders in proportion, as nearly as practicable,
to the respective amounts of Registrable Securities held by the Stockholders.
(c) RIGHT TO TERMINATE REGISTRATION. The Company shall have the
right to terminate or withdraw any registration initiated by it under this
Section 4 prior to the effectiveness of such registration whether or not the
Stockholders have elected to include securities in such registration.
5. SHELF REGISTRATION OF REGISTRABLE SECURITIES. In the event that the
Stockholders are unable to sell all of the Registrable Securities in the Public
Offering, the Company shall file a shelf registration statement on Form S-3 (or
successor form) under the Securities Act with the Commission with respect to the
Registrable Securities as expeditiously as reasonably possible following the
closing of the Public Offering and keep such registration statement effective
until December 31, 1998 unless the Stockholders have sold all of their Common
Shares prior to such date. If at any time prior to December 31, 1998 the
Stockholders desire to sell any of the Registrable Securities then held by them
pursuant to such shelf registration statement, the Company shall have the right
to direct and approve such sale in accordance with the terms of the Share
Disposition Agreement, including to designate any underwriters to administer the
offering, and the Company shall enter into underwriting or distribution
agreements with any such underwriter(s) or distributor(s) of such offering,
which agreements shall contain such representations, warranties and covenants by
the Company, and such other terms and conditions and indemnity and contribution
provisions as are contained in the form of underwriting or distribution
agreement customarily used in connection with similar offerings by the
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underwriters or distributors selected for such offering and take such other
actions as the Stockholders or the managing underwriter or distributor, if any,
reasonably require in order to expedite or facilitate the disposition of such
Registrable Securities. The Company shall pay all Selling Expenses incurred in
connection with such offering.
6. EXPENSES OF REGISTRATION. All Registration Expenses incurred in
connection with any registration pursuant to Sections 4 or 5 shall be borne by
the Company. All Selling Expenses relating to securities registered on behalf of
the Stockholders shall be borne by the Company.
7. INDEMNIFICATION.
(a) The Company will indemnify each Stockholder against all
expenses, claims, losses, damages or liabilities (or actions in respect
thereof), including any of the foregoing incurred in settlement of any
litigation, commenced or threatened, arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other document, or any
amendment or supplement thereto, incident to any registration, qualification or
compliance effected pursuant to this Agreement, or based on any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
in which they were made, not misleading, or any violation by the Company of any
rule or regulation promulgated under the Securities Act or any other federal,
state or common law rule or regulation applicable to the Company in connection
with any such registration, qualification or compliance, and the Company will
reimburse each Stockholder for any legal and any other expenses incurred in
connection with investigating, preparing or defending any such claim, loss,
damage, liability or action, as incurred, provided that the Company will not be
liable in any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based on any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished to the Company by any Stockholder,
pursuant to Item 507 of Regulation S-K promulgated under the Exchange Act,
expressly for use therein.
(b) The Stockholders, jointly and severally, will indemnify the
Company, each of its directors and officers, underwriters, and each person who
controls the Company within the meaning of Section 15 of the Securities Act,
against all claims, losses, damages and liabilities (or actions in respect
thereof) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any such registration
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statement, prospectus, offering circular or other document, or any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and will reimburse
the Company, such directors, officers, underwriters or control persons for any
legal or any other expenses reasonably incurred in connection with investigating
or defending any such claim, loss, damage, liability or action, as incurred, in
each case to the extent, but only to the extent, that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the
Company by any Stockholder, pursuant to Item 507 of Regulation S-K promulgated
under the Exchange Act, expressly for use therein (and not any other information
furnished by any Stockholder).
(c) Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of any Indemnified Party. Each party
entitled to indemnification under this Section 7 (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 litigation, 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, 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 Agreement unless
the failure to give such notice is materially prejudicial to an Indemnifying
Party's ability to defend such action. No Indemnifying Party, in the defense of
any such claim or litigation, shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into an 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. Notwithstanding anything to the contrary herein,
any Indemnified Party shall have the right to employ separate counsel to
represent such Indemnified Party, if, in such Indemnified Party's reasonable
judgment (based on advice of counsel) a conflict of interest between such
Indemnifying Party and such Indemnified Party exists with respect to such claim
or litigation or the Indemnified Party has defenses to such claim or litigation
that differ from those of the Indemnifying Party (the fees and expenses of such
counsel, in either such case, are to be borne by the Indemnifying Party). In the
event the Indemnifying Party exercises its right to assume the defense against
such claim or in such litigation as provided above, the Indemnified Party shall
cooperate with the Indemnifying
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Party in such defense and make available to the Indemnifying Party, at the
Indemnifying Party's expense, all pertinent records, materials and information
in its possession or under its control relating thereto as are reasonably
required by the Indemnifying Party. Similarly, in the event the Indemnified
Party is, directly or indirectly, conducting the defense against such claim or
in such litigation, the Indemnifying Party shall cooperate with the Indemnified
Party in such defense and make available to the Indemnified Party all such
records, materials and information in the Indemnifying Party's possession or
under the Indemnifying Party's control relating thereto as are reasonably
required by the Indemnified Party.
(d) If the indemnification provided for in this Section 7 is
unavailable to an Indemnified Party in respect of any expenses, claims, losses,
damages or liabilities referred to in this Section 8 by reasons other than those
set forth in subparagraphs (a) or (b) above, then the Indemnifying Party shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such expenses, claims, losses, damages or liabilities in such proportion as
is appropriate to reflect the relative fault of the Indemnifying Party and the
Indemnified Party in connection with the actions or inaction that resulted in
such expenses, claims, losses, damages or liabilities as well as any other
relevant equitable considerations. The relative fault of the Indemnifying Party
on the one hand and Indemnified Party on the other hand shall be determined by
reference to, among other things, whether any action (or inaction) in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, has been made by, or relates to
information supplied by such Indemnifying Party or Indemnified Party, and the
parties' relative knowledge, intent, access to information and opportunity to
correct or prevent such action (or inaction). The parties agree that it would
not be just and equitable if contribution pursuant to this Section were
determined by pro rata allocation or by any other method of allocation which
does not take into account the equitable considerations referred to above. In
any case, (A) each Stockholder will not be required to contribute any amount in
excess of the proceeds received by it from all such Registrable Securities
offered by it pursuant to such registration statement; and (B) no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) will be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.
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8. OBLIGATIONS OF THE COMPANY. The Company shall:
(a) As expeditiously as reasonably possible, prepare and file, after
August 31, 1998, with the Commission the registration statement referred to in
Sections 4 and 5 hereof and use its diligent best efforts to cause such
registration statement to become effective and to keep such registration
statement effective (i) for 30 days in the case of the registration under
Section 4 and (ii) until December 31, 1998 in the case of the shelf registration
statement under Section 5 for the period provided in Section 5 hereof.
(b) Prepare and file with the Commission such amendments and
supplements to such registration statements and file all reports under the
Exchange Act as may be necessary (i) to update and keep such registration
statement effective as provided in Section 8(a) above, (ii) to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement and (iii) to reflect a
modification in the manner of distribution of the Registrable Securities.
Notwithstanding anything else to the contrary contained herein, the Company
shall not be required to disclose in any prospectus prepared pursuant to Section
5 hereof any confidential information concerning pending events, transactions or
conditions not otherwise required to be disclosed by applicable securities laws.
(c) Furnish to each Stockholder such numbers of copies of the
registration statement, each amendment thereto and of a prospectus, including a
preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents as it may reasonably request in order to
facilitate the disposition of Registrable Securities owned by it.
(d) Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities laws as shall
be reasonably requested by each Stockholder, provided that the Company shall not
be required in connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any such states
or jurisdictions unless it is already subject to such jurisdiction.
(e) Promptly notify each Stockholder, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the
happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material
8
fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances under which the prospectus is
used.
(f) During reasonable business hours make available for inspection
by each Stockholder, any underwriter or distributor participating in any
disposition pursuant to a registration statement, and any attorney, accountant
or other similar professional advisor retained by any Stockholder or underwriter
or distributor (collectively, the "Inspectors"), all pertinent financial,
corporate and other records and documents (collectively, the "Records"), and all
pertinent real and personal property of the Company, as shall be reasonably
necessary to enable such Inspectors to exercise their due diligence
responsibility, and cause the Company's officers, directors and employees to
supply all information reasonably requested by any such Inspector in connection
with such registration statement.
9. INFORMATION BY STOCKHOLDERS. Each Stockholder shall furnish to the
Company such information regarding himself, the Registrable Securities held by
him and the distribution proposed by such Stockholder as the Company may request
in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Agreement.
10. SECURITIES LAW COMPLIANCE.
(a) Each Stockholder covenants that he will comply with the
prospectus delivery requirements of the Securities Act with respect to any
registration statement filed pursuant to Section 4 or Section 5 of this
Agreement. Each Stockholder agrees to make customary representations and
warranties to the Company and the underwriters or distributors, if any, in form,
substance and scope as are customarily made as to ownership of stock by selling
stockholders in underwritten public offerings, but each Stockholder shall not be
required to make any representation or warranty as to the accuracy or
completeness of the registration statement (except as to written information
furnished to the Company by such Stockholder expressly for use therein).
(b) Each Stockholder agrees that, immediately upon receipt of a
notification as referred to in subparagraph (e) of Section 8, it will refrain
from selling Registrable Securities under the registration statement filed
pursuant to Section 4 or Section 5 of this Agreement until (i) subsequently
notified by the Company that the registration statement is current or (ii)
receipt of a favorable opinion of counsel as hereinbelow provided. The Company
agrees that it will consult with each Stockholder following the
9
giving of any such notification, and that in the event any Stockholder is of the
view that its securities could be sold in compliance with the Securities Act and
the Exchange Act without disclosure of the nonpublic information which is the
subject of the notification, the parties hereto agree to be bound by an opinion
of Shearman & Sterling or other counsel reasonably satisfactory both to such
Stockholder and to the Company as to whether such sales can be made without
violation of the Securities Act or the Exchange Act.
11. STANDOFF AGREEMENT. Each Stockholder agrees in connection with any
registration of the Company's securities that, upon request of the underwriters
managing any underwritten offering of the Company's securities, not to sell,
make any short sale of, loan, grant any option for the purchase of, or otherwise
dispose of any Registrable Securities (other than those included in such
registration), without the prior written consent of the Company or such
underwriters, as the case may be, for such period of time (not to exceed 180
days) from the effective date of such registration as may be requested by the
Company or such managing underwriters.
12. INVESTMENT REPRESENTATION. Each Stockholder represents and warrants
to the Company that it is acquiring the Common Shares for investment only and
not with a view to or in connection with any distribution of the Common Shares.
13. AMENDMENT. Any provision of this Agreement may be amended and the
observance thereof may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written consent of the
Company and each Stockholder. Any amendment or waiver effected in accordance
with this Section shall be binding upon each Holder of any Registrable
Securities then outstanding, each future Holder of all such Registrable
Securities, and the Company.
14. NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand, courier service, United States mail or by facsimile,
addressed as follows:
(i) if to the Stockholders:
Xxxxx X. Xxxxxx and
Xxxxx X. Xxxxxx Trust -- 1998
000 Xxxxx Xxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx
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Telecopier: (000) 000-0000
Xxxxxxx X. Xxxx and
Xxxxxxx X. Xxxx Trust -- 1998
000 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxx
Telecopier: (000) 000-0000
Xxxxx X. Xxxxx and
Xxxxx X. Xxxxx Trust -- 1998
000 Xxxx Xxxxx Xxxxx
Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxx
Telecopier: (000) 000-0000
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with a copy to:
Weill, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx X. Xxxxx, Esq.
Shearman & Sterling
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
Attention: Xxxxxx X. Xxxx, Esq.
(ii) if to the Purchaser:
BE Aerospace, Inc.
0000 Xxxxxxxxx Xxxxxx Xxx
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Chief Financial Officer
Telecopier: (000) 000-0000
with a copy to:
Shearman & Sterling
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
Attention: Xxxxxx X. Xxxx, Esq.
or to such address of a party of which such party has given notice to the other
parties pursuant to this Section.
15. TRANSFERABILITY. Notwithstanding any provision contained in this
Agreement to the contrary, the Purchaser's rights and benefits under Sections 5
and 6 hereof are rights
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and benefits personal to each Stockholder and may not be assigned or transferred
to or held for the benefit of any other person.
16. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws (other than those with respect to choice of law) of the
State of New York.
17. SEVERABILITY. The provisions of this Agreement are severable, and in
the event that any one or more provisions are deemed illegal or unenforceable,
the remaining provisions shall remain in full force and effect.
18. COUNTERPARTS. This Agreement may be executed simultaneously in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
BE AEROSPACE, INC.
By: /s/Xxxxxx X. XxXxxxxxx
---------------------------------------
Name: Xxxxxx X. XxXxxxxxx
Title: Chief Financial Officer
STOCKHOLDERS
/s/Xxxxx X. Xxxxxx
---------------------------------------
Xxxxx X. Xxxxxx
/s/Xxxxxxx X. Xxxx
---------------------------------------
Xxxxxxx X. Xxxx
/s/Xxxxx X. Xxxxx
---------------------------------------
Xxxxx X. Xxxxx
XXXXX X. XXXXXX TRUST - 1998
By: /s/Xxxxx X. Xxxxxx
---------------------------------------
Xxxxx X. Xxxxxx, Trustee
XXXXXXX X. XXXX TRUST - 1998
By: /s/Xxxxxxx X. Xxxx
---------------------------------------
Xxxxxxx X. Xxxx, Trustee
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XXXXX X. XXXXX TRUST - 1998
By: /s/Xxxxx X. Xxxxx
---------------------------------------
Xxxxx X. Xxxxx, Trustee
15
