EXHIBIT 1
October 22, 1997
To Shareholders of Delchamps, Inc.
Wishing to Exercise Dissenter's Rights
Re: Participation in Delchamps, Inc. Dissenters' Rights Group
---------------------------------------------------------
Dear Sir or Madam:
This letter agreement ("Agreement") sets forth the terms upon
which the undersigned (the "Member") has agreed to participate in the Delchamps,
Inc. Dissenters' Rights Group (the "Group"). The Group will be formed among
certain shareholders of Delchamps, Inc. (the "Company") who wish to combine
their resources and, jointly through the Agent (defined below), exercise
dissenters' rights under the Alabama Business Corporation Act ("ABCA") with
respect to the proposed merger of Delta Acquisition Corporation into the Company
(the "Merger"). Under the terms of the Merger, the Member and all other Group
Members have been offered $30 for each share of the Company's common stock owned
by them. The goal to be pursued by the Agent on behalf of the Group is to
achieve the fair value for the shares of Company stock owned by the Group
Members, which value the Group Members believe is substantially in excess of $30
per share, together with reimbursement of attorneys' fees, court costs and other
expenses incurred in connection with the exercise of dissenters' rights by the
Group.
THE MEMBER ACKNOWLEDGES THAT NEITHER THE AGENT NOR ANYONE ELSE
HAS MADE ANY REPRESENTATION, GUARANTY OR PROMISE TO THE MEMBER THAT THE MEMBER
WILL RECEIVE GREATER THAN $30 PER SHARE FOR COMPANY STOCK AS A RESULT OF
MEMBERSHIP IN THE GROUP, OR THAT THE MEMBER WILL BE REIMBURSED ANY AMOUNTS PAID
BY THE MEMBER UNDER THIS AGREEMENT. THE MEMBER FURTHER ACKNOWLEDGES THAT NEITHER
THE AGENT NOR ANYONE ELSE HAS MADE ANY REPRESENTATION, GUARANTY OR PROMISE THAT
$30 PER SHARE IS THE MINIMUM PRICE THAT THE MEMBER WILL RECEIVE FOR HIS OR HER
SHARES OF STOCK OF THE COMPANY.
1. APPOINTMENT AND AUTHORITY OF AGENT.
----------------------------------
The Member hereby appoints Xxxxxxxxx X. Xxxxxxxxxx, III (the
"Agent") as the Member's proxy, agent and attorney-in-fact, to act for the
Member and the Group in connection
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October 22,1997
with all matters involving the Member's shares of stock of the Company. Without
limiting the generality of the foregoing, the Member specifically authorizes the
Agent to perform all of the following acts and exercise all of the following
powers for the Member and in his or her name, place and xxxxx:
(a) To represent the Member in the Member's capacity as a
stockholder of the Company, which authority shall include (but
is not limited to) the authority to execute consent agreements
and to attend any meetings of stockholders and to agree to or
vote (or execute proxies in favor of others to agree or vote)
in the name of the Member on all questions or matters, and
specifically to either vote the Member's shares of Company
stock against the Merger or to refrain from voting the
Member's shares of Company stock in favor of the Merger;
(b) To represent the Member and to take any action in the name of
the Member as the Agent in his sole discretion determines
appropriate in connection with the exercise of the Member's
dissenter's rights under the ABCA, which authority shall
include (but is not limited to) the authority to send the
notices required by ABCA Sections 10-2B-13.21, 10-2B-13.23 and
10-2B-13.28;
(c) To initiate, prosecute, defend and otherwise represent the
Member in any judicial proceeding (whether as plaintiff or
defendant) that the Agent in his sole discretion determines
appropriate in connection with the exercise of the Member's
dissenter's rights under the ABCA or otherwise to further the
interests of the Member or the Group, and, in connection
therewith, to apply for and obtain any attachments,
sequestrations, injunctions and appeals, give any requisite
security, and sign any necessary bonds;
(d) To refer the Member's dissenter's rights claim, and any
related claim or dispute to arbitration or mediation, and to
initiate, prosecute, defend and otherwise represent the Member
in any arbitration or mediation proceedings relating to the
Member's dissenter's rights claim or any related claim or
dispute (whether as plaintiff or defendant);
(e) To settle and compromise the Member's dissenter's rights claim
and any related claim, dispute or proceeding, and grant in the
name of the Member any releases or indemnifications that the
Agent in his sole discretion, determines appropriate in
connection therewith;
(f) To cause the shares of Company stock that are currently
registered in the name of the Member to be registered in the
Agent's name, in his capacity as Agent for the Member, to
obtain or cause to be affixed to the certificates representing
those shares any endorsements, legends or other notations as
may be required by the ABCA or as the Agent, in his sole
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October 22, 1997
discretion deems appropriate in connection with the exercise
of the Member's dissenter's rights claim or the exercise of
any powers granted to the Agent hereunder;
(g) To engage attorneys, valuation experts and other professionals
in connection with the Agent's exercise of the Member's
dissenter's rights claim or in connection with the prosecution
or defense of any related claim, or in connection with the
Agent's exercise of any of the other powers granted to the
Agent in this Agreement, which grant of authority includes,
but is not limited to, the authority to engage the law firm of
Gardner, Middlebrooks, Xxxxxxx & Xxxxxxxx, P.C., on the terms
set forth in the engagement letter attached hereto as Exhibit
A, and to engage the services of Stone, Pigman, Walther,
Xxxxxxxx & Xxxxxxxxxx on the terms set forth in the engagement
letter attached hereto as Exhibit B.
(h) To receive and receipt for all monetary awards, settlement
proceeds or other monies payable to the Member or for the
Member's shares of Company stock as a result of the Merger or
the exercise of the Member's dissenters' rights claim.
(i) To take any other action concerning the Company and the
Member's status as a shareholder or exerciser of dissenter's
rights with respect to the Company, as fully, completely and
effectively and for all intents and purposes with the same
validity as though the action had been expressly provided for
herein and as though the Member had taken the action in
person.
(j) To make, sign and execute in the name of the Member all
agreements, contracts and instruments that may be necessary or
convenient in the Agent's sole discretion to carry out any
actions or transactions entered into by the Agent for the
Member or to enable the Agent to fully exercise the powers
granted herein and to include therein such terms, conditions
and provisions as the Agent shall deem appropriate and to bind
the Member as firmly as though each instrument had been signed
by the Member in person.
The actions undertaken by the Agent for the Member, and all transactions entered
into by the
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October 22, 1997
Agent for the Member shall be on such terms and conditions as to payment and
otherwise as the Agent may in his sole discretion determine. The Member hereby
agrees to ratify and confirm all actions that the Agent shall take pursuant to
this Agreement.
2. ESTABLISHMENT OF GROUP.
----------------------
(a) The Group will be composed of all Group Members who make
their initial contribution to the Escrow Account in accordance with subsection
(b) below. The Member acknowledges that the Agent will cause an SEC Schedule 13D
(the "Schedule 13D") to be filed in connection with the formation of the Group,
pursuant to the provisions of Section 13(d) of the Securities Exchange Act of
1934. In order to enable the Agent to file the Schedule 13D, the member has
provided to the Agent the information set forth on Exhibit C attached hereto and
made a part hereof. The Member represents and warrants that the information set
forth on Exhibit C is accurate and complete, and the Member agrees to provide
all additional information as the Agent or any attorneys for the Group may from
time to time request in connection with the filing of the Schedule 13D, any
amendments or supplements thereto, or in connection with the exercise of the
Member's dissenter's rights or the exercise of any powers granted to the Agent
hereunder.
(b) At any time after the Agent has received membership
commitments such as this Agreement from Group Members owning in the aggregate at
least 500,000 shares of Company stock, the Agent may send to each Group Member a
notice to that effect (the "Commencement Notice"), which Commencement Notice
will include (i) the names of all Group Members, (ii) the number of shares owned
by each Group Member, and (iii) the percentage of the total number of shares of
Company stock owned by all Group Members that each Group Member owns (the
"Applicable Percentage"). Contemporaneously with the execution of this
Agreement, the Member has paid to the Agent the Member's initial contribution to
the Escrow Account, which contribution is equal to the product of $0.20
multiplied by the number of Company shares owned by the Member.
3. ESTABLISHMENT OF ESCROW ACCOUNT.
-------------------------------
(a) The Agent will establish an account (the "Escrow Account")
at Whitney Bank of Alabama, N.A., or any other financial institution as the
Agent, in his sole discretion, designates from time to time. The Agent will have
no responsibility or liability for the failure or insolvency of the institution
at which the Escrow Account is established. The initial contributions by the
Group Members to the Escrow Account pursuant to Section 2 above, together with
all proceeds of Cash Calls (defined below), and any proceeds from any judgment
or settlement of the Group Members' dissenters' rights claims, or otherwise
received by the Agent with respect to the Company shares, shall be deposited
into the Escrow Account and
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October 22, 1997
applied in accordance with this Agreement. All right, title and interest in and
into the Escrow Account shall vest in the Agent, on behalf of the Group Members,
and the Escrow Account shall be subject to the exclusive dominion and control of
the Agent. The Escrow Account may be non-interest bearing or interest-bearing,
in the discretion of the Agent.
(b) The Agent shall use the funds in the Escrow Account to pay
all expenses incurred by the Agent in connection with the preparation of this
Agreement and the formation of the Group, and all expenses incurred by the Agent
in connection with this Agreement and the exercise of the Agent's rights, powers
and duties hereunder (collectively, "Group Expenses"). Without limiting the
generality of the foregoing, Group Expenses shall include fees and disbursements
of attorneys, valuation experts, investment bankers or other professionals
engaged by Agent in connection herewith, court costs, postage, telephone
charges, airfare and lodging. Group Expenses shall also include any expenses
incurred by the Agent in connection with any claim, defense or counterclaim
against the Agent. Upon request, the Agent will provide to any Group Member a
statement showing receipts and disbursements from the Escrow Account. Following
termination of this Agreement and the Group pursuant to subsection 5(b), the
Agent will distribute to each Group Member his or her Applicable Percentage of
the funds in the Escrow Account.
(c) If at any time the Agent determines, in his sole
discretion, that the funds remaining in the Escrow Account may be insufficient
to meet projected Group Expenses, then the Agent may deliver to the Group
Members a notice (a "Cash Call"), notifying the Group Members of the amount
required to be deposited into the Escrow Account, and indicating each Group
Member's Applicable Percentage of the required total amount. The Member agrees
to pay the amount required by any Cash Call within fifteen (15) days from
receipt of the Cash Call notice. If the Member fails to pay a Cash Call, then
the Member agrees that he of she will be further obligated to pay interest on
the Cash Call amount from the due date until paid, at an annual rate equal to
four percent (4%) over the Prime Rate published in the Wall Street Journal on
the due date of the Cash Call.
(d) As security for the Member's obligation to pay all Cash Calls
hereunder and for the prompt payment and performance of all other obligations of
the Member hereunder, the Member hereby grants to the Agent a security interest
in (i) the shares of Company stock owned by the Member, (ii) any funds hereafter
on deposit in the Escrow Account which are distributable to the Member, (iii)
the Member's rights in and to any judgment or settlement obtained in connection
with the exercise of the Member's dissenters' rights, and (iv) all proceeds of
any of the foregoing. In the event that the Member defaults in the payment of
any Cash Call, or in the payment or performance of any other obligation
hereunder, the Agent shall have all rights of a secured party under Article IX
of the Uniform Commercial Code, as adopted in the state of Alabama, with respect
to the collateral described in the preceding sentence. Delay by the Agent in
exercising any right or remedy with respect to any default by the Member
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October 22,1997
hereunder shall not be construed as a waiver of that default, and the Member
specifically acknowledges that the Agent may, but shall be under no obligation
to, refrain from exercising the Agent's remedies hereunder until immediately
prior to the termination of this Agreement, at which time the Agent may offset
all amounts due from the Member hereunder (including interest, attorneys' fees
and expenses) against amounts distributable to the Member from the Escrow
Account. To perfect the security interest granted herein, and to further the
Agent's exercise of the powers granted to the Agent hereunder, the Member has
simultaneously with his or her execution of this Agreement delivered to the
Agent the certificates representing all shares of Company stock owned by the
Member, duly endorsed in blank.
(e) Notwithstanding the provisions of subsection (d) above, if the
Member has heretofore granted a security interest in the Member's Company shares
to a financial institution or to another broker-dealer registered with the
National Association of Securities Dealers (collectively, "Lienholders" and
individually a "Lienholder"), then (i) the security interest granted in
subsection (d) shall be second in priority to the Lienholder's security
interest, (ii) the Lienholder shall be permitted to continue to hold the
certificates representing all shares of Company stock owned by the Member,
(iii)contemporaneously with the Member's delivery of this Agreement to the
Agent, the Member shall notify the Agent of the name and address of the
Lienholder, the amount of the indebtedness and such other information as the
Agent may reasonably request, and (iv) the provisions of this subsection shall
apply. The Member hereby authorizes and directs the Agent to pay to the
Lienholder all sums required for the Lienholder to release it's security
interest in the Member's shares of Company stock. Payments pursuant to the
preceding sentence shall be made only from any monetary awards, settlement
proceeds or other monies received by the Agent for the account of the Member or
for the Member's shares of Company stock (and not from any sums contributed to
the Escrow Account by the Member), and shall be made prior to the distribution
of any sums from the Escrow Account to the Member. Subject to the payment of any
indebtedness of the Member to a Lienholder that is secured by the Member's
shares of Company stock, the Member hereby authorizes and directs the Lienholder
to deliver to the Agent all of the Member's shares of Company stock, together
with the proceeds of any monetary awards, settlement proceeds or other monies
received by the Lienholder for the account of the Member or for the Member's
shares of Company stock. Prior to the payment of any indebtedness of the Member
to the Lienholder that is secured by the Member's shares of Company stock, the
Lienholder shall hold the Member's shares of Company stock in street name or
appropriately endorsed to allow negotiation by the Lienholder and the Agent,
both as security for the Member's indebtedness to the Lienholder and as third-
party agent for the Agent to perfect the security interest granted to the Agent
in subsection (d) above. The Member agrees to execute any intercreditor
agreements or similar documents as may be requested by the Agent or the
Lienholder to further evidence or perfect the matters addressed in this
subsection.
(f) Notwithstanding the provisions of subsection (d) above, if
the Member desires
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October 22, 1997
to grant a security interest in the Member's Company shares to a Lienholder at
any time during the term of this Agreement, then (i) the security interest
granted in subsection (d) shall be second in priority to the Lienholder's
security interest, (ii) the Lienholder shall be permitted to hold the
certificates representing all shares of Company stock owned by the Member, (iii)
prior to the Member's grant of the security interest to the Lienholder, the
Member shall notify the Agent of the name and address of the Lienholder, the
amount of the indebtedness and such other information as the Agent may
reasonably request, and (iv) the provisions of this subsection shall apply. Upon
receipt of a notice of the Member's desire to grant a security interest to a
Lienholder pursuant to the preceding sentence, and provided that the Member has
paid all Cash Calls and otherwise complied with all obligations of the Member
under this Agreement, the Agent shall deliver the Company shares owned by the
Member to the Lienholder. Thereafter, the Lienholder shall hold the Member's
shares of Company stock in street name or appropriately endorsed to allow
negotiation by the Lienholder and the Agent, both as security for the Member's
indebtedness to the Lienholder and as third-party agent for the Agent to perfect
the security interest granted to the Agent in subsection (d) above. The Member
agrees to execute any intercreditor agreements or similar documents as may be
requested by the Agent or the Lienholder to further evidence or perfect the
matters addressed in this subsection.
4. DUTIES AND RESPONSIBILITIES OF AGENT.
------------------------------------
(a) The Agent will perform the duties and exercise the powers
granted to the Agent hereunder in good faith and with reasonable diligence. The
Agent will, upon the request of any Group Member, provide to the Group Member a
report on the current status of the dissenters' rights proceedings, and will
deliver to the Group Member a copy of any document or materials in the
possession of the Agent as the Group Member may specifically request. Except as
specifically provided herein, the Agent shall not have any duty or
responsibility to provide any Group Member with any reports or other
information.
(b) The Member expressly acknowledges that neither the Agent
nor any of his attorneys, agents, or affiliates has made any representations or
warranties to the Member and no act hereinafter taken by any of these persons
shall be deemed to constitute any representation or warranty to the Member.
Notwithstanding any provision to the contrary in this Agreement, the Agent shall
not have any duties or responsibilities, except those expressly set forth
herein, nor any fiduciary relationship within any Group Member, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or otherwise exist against the Agent. Further
notwithstanding any other provision of this Agreement, the Agent shall not be
liable for any action taken or omitted to be taken by the Agent in accordance
with this Agreement except for his own gross negligence or willful misconduct.
The Agent shall not be responsible for the negligence or misconduct of any
attorneys, agents or other representatives selected by him provided that such
selection occurs without gross negligence or
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October 22, 1997
willful misconduct. The Agent shall not be responsible for any act or failure to
act by any Lienholder.
(c) Any advice or statements of legal counsel shall be full
and complete authorization and protection in respect of any action taken or
suffered to be taken by the Agent hereunder in good faith and in accordance
therewith. The Agent may rely, and shall be fully protected in acting, upon any
statement, certificate, instrument, opinion, report, notice, request, consent,
order, or other paper believed by him to be genuine and to have been signed or
presented by the proper party or parties or, in the case of cables, telecopies,
telecopies and telexes to have been sent by the proper party or parties. The
Agent shall not be under any obligation to exercise any of the rights or powers
vested in the Agent by this Agreement, whether at the request of a Group Member
or otherwise, unless the funds in the Escrow Account, as determined in the sole
discretion of the Agent, are sufficient to adequately provide for the expenses
and liabilities which may incurred by the Agent in compliance with such request
or direction. No provision of this Agreement shall be deemed to impose any duty
or obligation on the Agent to perform any act or exercise any right, power, duty
or obligation conferred or imposed on the Agent, in any jurisdiction in which it
shall illegal, or in which the Agent shall be unqualified or incompetent to
perform any such act or acts or to exercise any such right, power, duty or
obligation.
(d) The Member agrees to pay, indemnify and hold the Agent and
the Agent's affiliates, attorneys and representatives harmless from and against
the Member's Applicable Percentage of any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses
(including without limitation attorneys' fees) or disbursements of any kind or
nature with respect to the execution, delivery, enforcement, performance and
administration of this Agreement and the exercise of the Member's dissenters'
right, or any other action undertaken in connection with this Agreement, unless
arising from the gross negligence or willful misconduct of the Agent. The Member
further agrees to indemnify and hold harmless the Agent and the Agent's
affiliates, attorneys and representatives from and against all expense, loss or
damage suffered by reason of any claim, defense or counterclaim against the
Agent arising out of or in connection with the exercise of the Member's
dissenters' rights, or any other action undertaken in connection with this
Agreement. The provisions of this subsection shall survive the termination of
this Agreement. The Member specifically acknowledges and agrees that any
payments due from the Member under this subsection may be deducted by the Agent
from any amounts payable to the Member from the Escrow Account.
(e) The Agent may at any time, by giving written notice to the
Group Members, resign and be discharged of the responsibilities hereby created,
such resignation to become effective upon the appointment of a successor Agent.
As promptly as practicable after the giving of any notice of resignation, the
Group Members by written consent signed by Group Members whose Applicable
Percentages aggregate more than fifty percent (50%) (the "Required Group
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October 22, 1997
Members") shall elect a successor Agent. If no successor Agent shall be
appointed within thirty (30) days after the Agent gives his notice of
resignation, the Agent may apply to any court of competent jurisdiction to
appoint a successor Agent to act until such time, if any, as a successor shall
have been appointed by the Group Members as provided in the preceding sentence.
The Group Members, by a written consent signed by the Required Group Members,
may at any time upon giving 10 days' prior written notice to the Agent and the
other Group Members, remove the Agent and appoint a successor Agent, such
removal to be effective upon the acceptance of such appointment by the successor
Agent. The Agent shall deliver to any successor Agent any documents in his
possession that he is holding in his capacity as Agent. The Agent who has
resigned or been removed shall be entitled to be reimbursed for all costs and
expenses to the extent incurred or arising, or relating to events occurring,
before his resignation or removal. On the written request of the successor
Agent, the predecessor Agent shall execute and deliver any instruments
(including endorsing any stock certificates registered in the name of the
predecessor Agent) as may be required to transfer to the successor Agent all
rights, powers, trusts, duties, authority and title of the predecessor Agent
hereunder.
5. WITHDRAWAL AND TERMINATION.
--------------------------
(a) Upon ten (10) days' prior written notice to the Agent, the
Member may withdraw from the Group. Upon the effective date of the withdrawal,
(i) the authority granted to the Agent in Section 1 shall terminate and cease to
be of any further force or effect, (ii) the Group Member will have no further
responsibility for any Cash Calls made after the effective date of withdrawal,
and (iii) provided that the Group Member has paid all Cash Calls and otherwise
complied with and discharged all obligations hereunder, the Agent shall deliver
to the Member all certificates representing Company stock owned by the Member,
which certificates shall be properly endorsed if registered in the name of the
Agent. Withdrawal by the Member shall not entitle the Member to be reimbursed
any sums from the Escrow Account, and shall not relieve the Group Member from
the obligation to pay any Cash Calls made by the Agent prior to the effective
date of withdrawal. Upon the withdrawal of any Member, the Applicable Percentage
of the remaining Members shall be recomputed to reflect the withdrawal.
Notwithstanding any withdrawal, the Member will continue to be bound under all
provisions of this Agreement that survive the termination hereof, including,
without limitation, subsections 4(d), 6(a) and 6(b).
(b) This Agreement will terminate and be of no further force
and effect, except for the provisions hereof which survive the termination of
this Agreement, and the Group will be considered terminated for all purposes
hereunder, upon the last to occur of (i) the final resolution of the dissenters'
rights claims of the Group, and the final resolution of any other litigation,
arbitration or other proceedings instituted in connection herewith, whether by
settlement or final judgment, (ii) the receipt by the Agent and deposit into the
Escrow Account of the proceeds payable under any such settlement or judgment for
the Company stock owned
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October 22, 1997
by the Group Members, and (iii) the distribution to each Group Member of his or
her Applicable Percentage of the Escrow Account (less any delinquent Cash Calls
or other amounts owed by the Group Member). As a condition of the Agent's
distribution to the Member of any sums from the Escrow Account, the Agent may
require that the Member release the Agent from any claims, liabilities or
responsibilities arising as a result of this Agreement or the Agent's service as
Agent hereunder, and the Member agrees to execute any document(s) as the Agent
may request to evidence such release.
6. MISCELLANEOUS.
-------------
(a) The Member acknowledges that (i) the Agent is acting
hereunder in his individual capacity, and not as an agent of any Lienholder, or
Xxxxxx, Xxxxx, Xxxxxxxx, Xxxxxxxxxx & Xxxxxxx ("CMCKW"), (ii) neither CMCKW nor
any Lienholder is advising the Agent in connection with this Agreement, and
neither CMCKW nor any Lienholder will advise the Agent in connection with any
act or decision not to act undertaken after the execution of this Agreement, and
(iii) neither CMCKW nor any Lienholder will be responsible in any manner
whatsoever with respect to any action or inaction of the Agent hereunder. The
Member agrees not to xxx or otherwise look to either CMCKW or any Lienholder for
the satisfaction of any claim or alleged liability of the Agent hereunder. In
the event of a breach by the Member of the agreement set forth in the preceding
sentence, the Member agrees to pay all reasonable attorneys' fees and other
costs and expenses incurred by either CMCKW or any Lienholder in connection with
the defense (or prosecution) of any suit or claim, and to resolve the matter in
accordance with Section 6(b) of this Agreement.
(b) Any claim or controversy that arises out of or relates in any
way to this Agreement or any alleged breach of it, shall be subject to binding
arbitration before either the National Association of Securities Dealers or the
New York Stock Exchange, pursuant to the rules of the organization selected. The
arbitration shall take place in Mobile, Alabama. The party initiating the
proceeding shall select the forum. The prevailing party shall be entitled to
reasonable attorneys' fees and costs. The parties to the agreement hereby waive
any rights they might have to assert a claim for punitive damages for any and
all acts and omissions that arise out of or are related to this Agreement.
(c) The Agent shall have the same rights with respect to the
Company stock owned by the Agent as any other Group Member, and may exercise
such rights as though he were not the Agent hereunder.
(d) This Agreement will be governed by, construed and enforced
in accordance with the laws of the state of Alabama.
(e) This agreement constitutes a proxy and agency agreement,
and shall not be
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October 22, 1997
construed as creating any partnership or other relationship among the Agent and
the Member, or any other Group Member(s).
(f) All notices and other communication required or permitted
hereunder shall be given to the Agent at the following address:
Xxxxxxxxx X. Xxxxxxxxxx, III
Xxxxxx, Xxxxx, Xxxxxxxx, Xxxxxxxxxx & Xxxxxxx
000 Xxxxx 00xx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxxxxx 00000
Telecopier No.: (000) 000-0000
All notices or other communications required or permitted hereunder to the Group
Member will be given at the business address set forth on Exhibit C attached
hereto and made a part hereof. Either party may change its address for notices
by providing notice to the other party of the new address. All notices hereunder
shall be sent either by postage prepaid, certified mail, return receipt
requested, by any nationally recognized overnight courier service, by personal
delivery, or by telecopier. Notices sent by certified mail will be deemed
received on the third (3rd) day after postmark, notices sent by overnight
courier will be deemed received on the next business day after delivery to the
courier service, and notices sent by telecopier will be deemed received upon the
sender's receipt of electronic telecopier confirmation.
(g) By signing below, the Agent and the Member indicate their
acceptance of and agreement to be bound by all of the terms and conditions of
this Agreement.
AGENT:
/s/ Xxxxxxxxx X. Xxxxxxxxxx, III
-----------------------------------------
GROUP MEMBERS:
E. XXXXXX XXXXXXXX, XX.
By:/s/ E. Xxxxxx Xxxxxxxx, Xx.
--------------------------------------
E. Xxxxxx Xxxxxxxx, Xx.
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October 22, 1997
XXXXXXX X. XXXXXXXX
By:/s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxxx
ANNWILL CORPORATION
By:/s/ Xxxxxxx X. Xxxx
--------------------------------------
Xxxxxxx X. Xxxx, President
XXX X. XXXXXXX, EXECUTRIX
By:/s/ Xxx X. Xxxxxxx
--------------------------------------
Xxx X. Xxxxxxx, Executrix
XXXX X. XXXXXXX, INDIVIDUALLY
AND AS EXECUTRIX OF THE XXXXX
XXXXXXX ESTATE
By:/s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
XXXXXXX XXXXXX
By:/s/ Xxxxxxx Xxxxxx
--------------------------------------
Xxxxxxx Xxxxxx
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October 22, 1997
BRYANELL X. XXXXX
By:/s/ Bryanell X. Xxxxx
--------------------------------------
Bryanell X. Xxxxx
XXXXXXX XXXXX
By:/s/ Xxxxxxx Xxxxx
--------------------------------------
Xxxxxxx Xxxxx
XXXXXXX XXXXXXX XXXXX
By:/s/ Xxxxxxx Xxxxxxx Xxxxx
--------------------------------------
Xxxxxxx Xxxxxxx Xxxxx
XXXXXXXX XXXXX
By:/s/ Xxxxxxxx Xxxxx
--------------------------------------
Xxxxxxxx Xxxxx
XXXX X. XXXXX
By:/s/ Xxxx X. Xxxxx
--------------------------------------
Xxxx X. Xxxxx
XXXXXX X. XXXXXXXX
By:/s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxxx
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October 22, 1997
XXXXXXX X. XXXXXXXX, XX.
By:/s/ Xxxxxxx X. Xxxxxxxx, Xx.
--------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
XXXXX X. XXXXX
By:/s/ Xxxxx X. Xxxxx
--------------------------------------
Xxxxx X. Xxxxx
XXXX X. XXXXX
By:/s/ Xxxx X. Xxxxx
--------------------------------------
Xxxx X. Xxxxx
XXXX XXXXXXXX XXXXXXXXX
By:/s/ Xxxx Xxxxxxxx Xxxxxxxxx
--------------------------------------
Xxxx Xxxxxxxx Xxxxxxxxx
XXXXX X. XXXXXXXXX
By:/s/ Xxxxx X. Xxxxxxxxx
--------------------------------------
Xxxxx X. Xxxxxxxxx
XXXXX XXXXXXX DEMMAS
By:/s/ Xxxxx Xxxxxxx Xxxxxx
--------------------------------------
Xxxxx Xxxxxxx Demmas
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October 22,1997
XXXXXXX X. XXXXXX
By:/s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxx
XXXX X. XXXXXX, M.D.
By:/s/ Xxxx X. Xxxxxx, M.D.
--------------------------------------
Xxxx X. Xxxxxx, M.D.
XXX X. XXXX
By:/s/ Xxx X. Xxxx
--------------------------------------
Xxx X. Xxxx
XXXXXXX X. XXXX
By:/s/ Xxxxxxx X. Xxxx
--------------------------------------
Xxxxxxx X. Xxxx
W. XXXXXX XXXXXXXX
By:/s/ W. Xxxxxx Xxxxxxxx
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W. Xxxxxx Xxxxxxxx
XXXXXXX XXXXXX XXXXXXXX, III
TRUSTEE, XXXXXX XXXX XXXXXXXX
TRUST OF 1990
By:/s/ Xxxxxxx Xxxxxx Xxxxxxxx, III
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Xxxxxxx Xxxxxx Xxxxxxxx, III, Trustee
16
October 22,1997
XXX X. XXXXXX
By:/s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx
XXXX X. XXXXX
By:/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
XXX X. XXXXXX
By:/s/ Xxx X. Xxxxxx
--------------------------------------
Xxx X. Xxxxxx
XXXXXX X. XXXXXX, INDIVIDUALLY
AND AS CUSTODIAN FOR XXX X.
XXXXXX
By:/s/ Xxxxxx X. Xxxxxx
--------------------------------------
Xxxxxx X. Xxxxxx, Individually and as
Custodian for Xxx X. Xxxxxx
XXXXXX X XXXXX, XX.
By:/s/ Xxxxxx X. Xxxxx, Xx.
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Xxxxxx X. Xxxxx, Xx.
17
October 22, 1997
XXXXX X. IRELAND
By:/s/ Xxxxx X. Ireland
--------------------------------------
Xxxxx X. Ireland
XXXXX X. IRELAND
By:/s/ Xxxxx X. Ireland
--------------------------------------
Xxxxx X. Ireland
XXXXXXXXX X. XXXXXXXXXX, III
By:/s/ Xxxxxxxxx X. Xxxxxxxxxx, III
--------------------------------------
Xxxxxxxxx X. Xxxxxxxxxx, III
XXXXXX X. XXXXXX
By:/s/ Xxxxxx X. Xxxxxx
--------------------------------------
Xxxxxx X. Xxxxxx
XXXXXX X. XXX
By:/s/ Xxxxxx X. Xxx
--------------------------------------
Xxxxxx X. Xxx
18
October 22,1997
XXXX X. XXXXXX, INDIVIDUALLY
AND AS CUSTODIAN FOR XXXXX
XXXXXXX XXXXXX, WHITE XXXXX
XXXXXX, THE XXXX X. XXXXXX XXX
AND THE XXXX X. XXXXXX 401K
By:/s/ Xxxx X. Xxxxxx
--------------------------------------
Xxxx X. Xxxxxx
XXXX X. XXXXXX
By:/s/ Xxxx X. Xxxxxx
--------------------------------------
Xxxx X. Xxxxxx
XXXX X. XXXXXX
By:/s/ Xxxx X. Xxxxxx
--------------------------------------
Xxxx X. Xxxxxx
XXXXXX X. PILOT
By:/s/ Xxxxxx X. Pilot
--------------------------------------
Xxxxxx X. Pilot
J. XXXX XXXX
By:/s/ J. Xxxx Xxxx
--------------------------------------
J. Xxxx Xxxx
19
October 22, 1997
XXXXXXXXXX X. XXXX
By:/s/ Xxxxxxxxxx X. Xxxx
--------------------------------------
Xxxxxxxxxx X. Xxxx
G. XXXXXXXX XXXXX
By:/s/ G. Xxxxxxxx Xxxxx
--------------------------------------
X. Xxxxxxxx Xxxxx
XXXXXX X. XXXXX
By:/s/ Xxxxxx X. Xxxxx
--------------------------------------
Xxxxxx X. Xxxxx
XXXXXXXX X. XXXXXX
By:/s/ Xxxxxxxx X. Xxxxxx
--------------------------------------
Xxxxxxxx X. Xxxxxx
XXXXX X. XXXXXX
By:/s/ Xxxxx X. Xxxxxx
--------------------------------------
Xxxxx X. Xxxxxx
XXXX X. XXX XXXXXX
By:/s/ Xxxx X. Xxx Xxxxxx
--------------------------------------
Xxxx X. Xxx Xxxxxx
20
October 22,1997
XXXXX XXX XXXXXX
By:/s/ Xxxxx Xxx Xxxxxx
--------------------------------------
Xxxxx Xxx Xxxxxx
XXXXX X. XXXXXXX
By:/s/ Xxxxx X. Xxxxxxx
--------------------------------------
Xxxxx X. Xxxxxxx
XXXXXX X. XXXXXXX, III
By:/s/ Xxxxxx X. Xxxxxxx, III
--------------------------------------
Xxxxxx X. Xxxxxxx, III
XXXX X. XXXXXXX
By:/s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
XXXX XXXXXXX XXXXXXX
By:/s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxx, Guardian
XXX X. XXXXXXX
By:/s/ Xxx X. Xxxxxxx
--------------------------------------
Xxx X. Xxxxxxx
21
October 22, 1997
XXXXX X. XXXXXX & SONS, INC.
By:/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, President
