EXHIBIT 10.17
REGISTRATION RIGHTS AGREEMENT
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Registration Rights Agreement (the "Agreement"), dated as of August 1,
2001, by and among DVI, Inc., a Delaware corporation (the "Company"), and the
Persons (other than the Company) who execute this Agreement on the signature
pages hereto.
R E C I T A L S:
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This Agreement is made pursuant to the Note Exchange Agreement, dated as of
the date hereof (the "Exchange Agreement") by and among the Company and the
signatories thereto, which provides for the issuance of up to an aggregate of
$13,750,000 principal amount of 9 1/8% Convertible Subordinated Notes due 2004
(the "Notes") in exchange for up to an aggregate of $13,750,000 principal amount
of 9 1/8% Convertible Subordinated Notes due 2002 (the "Old Subordinated Notes")
issued pursuant to the Note Purchase Agreement dated as of June 21, 1994 among
the Company and the purchasers listed on the signature pages thereto (the "Note
Purchase Agreement"). The Notes are convertible at the option of the Holders
thereof into shares of common stock of the Company, par value $.005 (the "Common
Stock") at the rate of $10.60 per share, subject to adjustment. The shares of
Common Stock into which the Notes are convertible are referred to herein as the
"Shares". In order to induce the Holders to enter into and perform their
respective obligations under the Exchange Agreement, the Company has agreed to
provide the registration rights set forth in this Agreement. The execution of
this Agreement is a condition to the closing under the Exchange Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
1. Definitions.
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As used in this Agreement, the following capitalized terms shall have the
following meanings:
"Common Stock" has the meaning set forth in the Recitals.
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"Exchange Act" means the Securities Exchange Act of 1934, as amended, or
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any similar or successor federal statute and the rules and regulations of the
SEC promulgated thereunder, all as the same shall be in effect at the time
.
"Exchange Agreement" has the meaning set forth in the Recitals.
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"Holder" means a Person (other than the Company) who executes this
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Agreement on the signature pages hereto and any Person who becomes a Holder
after the date of this Agreement pursuant to Paragraph 9(a).
"Indemnified Party" has the meaning set forth in Paragraph 4(c).
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"Indemnifying Party" has the meaning set forth in Paragraph 4(c).
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"Initiating Group" shall mean one or more holders of Registrable Securities
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which represent in the aggregate a Majority of the Registrable Securities.
"Majority of the Registrable Securities" shall mean a majority of the
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Registrable Securities which are outstanding as of the date of this Agreement.
"NASD" means the National Association of Securities Dealers, Inc.
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"Note Purchase Agreement" has the meaning set forth in the Recitals.
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"Notes" has the meaning set forth in the Recitals.
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"Old Subordinated Notes" has the meaning set forth in the Recitals.
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"Person" means an individual, partnership, corporation, limited liability
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company, trust or unincorporated organization, or a government or agency or
political subdivision thereof, or any other entity of any kind.
"Registrable Securities" means (i) the Shares; (ii) the shares of Common
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Stock and other securities into which the Shares are convertible from time to
time; (iii) the shares of Common Stock issued or issuable as dividends on the
Shares; (iv) any other security issued in exchange for any of the Shares; and
(v) any other securities deemed included in the term "Registrable Securities"
pursuant to Paragraph 8 hereof, in each case until any such security ceases to
be a Registrable Security in accordance with Paragraph 2(a) hereof.
"Registration Expenses" means all expenses incident to the Company's
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performance of or compliance with Paragraphs 3 of this Agreement, including
without limitation all registration and filing fees, including fees with respect
to filings required to be made with any stock exchange or the NASD, fees and
expenses of compliance with state securities or blue sky laws (including
reasonable fees and disbursements of counsel in connection with blue sky
qualifications of the Registrable Securities), messenger, telephone and delivery
expenses, and the fees and expenses of counsel for the underwriter, costs of
printing prospectuses, and fees and disbursements of counsel for the Company and
of all independent certified public accountants of the Company (including the
expenses of any special audit and "cold comfort" letters required by or incident
to such performance).
"Registration Statement" means any registration statement of the Company
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which includes any of the Registrable Securities pursuant to the provisions of
this Agreement, including the prospectus included or deemed included in the
Registration Statement and all amendments and supplements to the Registration
Statement or the prospectus, including post-effective amendments, and all
exhibits to, all materials incorporated by reference in, the Registration
Statement.
"SEC" means the United States Securities and Exchange Commission or any
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similar agency then having the authority to enforce the Exchange Act or the
Securities Act.
"Securities Act" means the Securities Act of 1933, as amended, or any
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similar or successor federal statute, and the rules and regulations of the SEC
promulgated thereunder, all as the same shall be in effect at the time.
"Selling Expenses" means all fees and expenses of underwriters including
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discounts, commissions or fees of underwriters, selling brokers, dealer managers
or similar securities industry professionals relating to the distribution of the
Registrable Securities.
"Stockholder" means any holder of equity securities issued by the Company.
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"Shares" has the meaning set forth in the Recitals.
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2. Securities Subject to this Agreement.
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(a) Registrable Securities. The securities entitled to the benefits
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of this Agreement are the Registrable Securities, but such benefits shall
continue with respect to each such security only so long as such security
continues to be a Registrable Security. A security ceases to be a Registrable
Security when (i) a Registration Statement covering the sale of such Registrable
Security has been declared effective under the Securities Act and the
Registrable Security has been sold in accordance with the Registration
Statement; (ii) it is distributed to the public pursuant to Rule 144 (or any
similar provision then in force) under the Securities Act; (iii) a new
certificate representing such security has been delivered (to the original
Holder or any subsequent transferee) by the Company free from any restrictive
legend and without issuance of stop transfer or other instructions to the
Company's transfer agent and the Holder of such security has been advised by
counsel acceptable to it that subsequent disposition of such security will not
require registration or qualification under the Securities Act or any state
"blue sky" or similar law then in effect; or (iv) the security has ceased to be
outstanding.
(b) Holders of Registrable Securities. This Agreement is for the
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benefit of any holder of Registrable Securities, irrespective of whether such
holder is a signatory to this Agreement, provided the Registrable Securities
were not acquired by the holder in a transaction which violated any of the
restrictions on transfer contained in the Exchange Agreement.
3. Registration under the Securities Act. As soon as practicable, but in
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no event later than 30 days following the date of this Agreement, the Company
shall cause to be filed with the Commission a registration statement and related
prospectus including any preliminary prospectus and documents incorporated by
reference on Form S-3 or any other appropriate form that in each case complies
as to form in all material respects with applicable Commission rules, providing
for registration of the sale by each of the Noteholders of such Noteholder's
Registrable Securities, and shall use its reasonable best efforts to cause the
registration statement to be declared effective by the Commission as soon as
reasonably practicable following the filing thereof, but in no event later than
90 days following the date of this Agreement. The Company shall have the right
to defer its obligations under this Paragraph 3 for up to 90 days if, in the
Company's good faith judgment, effecting the shelf registration would be
materially detrimental to the Company and an executive officer of the Company so
notifies the Noteholders in writing.
4. Indemnification.
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(a) The Company will indemnify each Holder of the Registrable
Securities requesting or joining in a registration, each Person who controls
such holder within the meaning of Section 15 of the Securities Act, and each
underwriter of the securities so registered and each Person who controls such
underwriter, and their respective successors, against all costs, expenses,
demands, claims, losses, damages, liabilities, fines and penalties (or actions
in respect thereof), to which such holder or such other Person may become
subject under the Securities Act or otherwise, insofar as such claims, losses,
damages, liabilities, fines and penalties arise out of or are based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any Registration Statement or prospectus, or arise out of or are based upon any
omission (or alleged omission) to state therein a fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each such Holder, each Person who controls such Holder within the
meaning of Section 15 of the Securities Act and each such underwriter, and their
respective successors, for any legal and any other expenses reasonably incurred
in connection with investigating or defending any such demand, claim, loss,
damage, liability or action promptly after submission of supporting materials
with respect to such expenses; provided, however, that
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the Company shall not be required to indemnify any holder or underwriter or
Person which controls any holder or underwriter for any cost, expense, demand,
claim, loss, damage, liability, fine or penalty which arises out of or is based
upon any written information provided by such holder or underwriter,
respectively, for inclusion in the Registration Statement.
(b) Each Holder requesting or joining in a registration will
indemnify the Company against all costs, expenses, demands, claims, losses,
damages, liabilities, fines and penalties (or actions in respect thereof), to
which the Company may become subject under the Securities Act, insofar as such
losses, claims, damages or liabilities arise out of or are based upon an untrue
statement (or alleged untrue statement) of a material fact contained in any
Registration Statement or prospectus, or arise out of or are based upon the
omission (or alleged omission) to state therein a fact required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) was made in any Registration
Statement or prospectus in reliance upon and in conformity with written
information furnished to the Company by such holder requesting or joining in a
registration specifically for use in the preparation thereof. Notwithstanding
the foregoing, it is further agreed that this indemnity is limited to the
proceeds received by such Selling Holder pursuant to the registration, and such
selling holder will reimburse the Company for expenses reasonably incurred by
the Company in connection with investigating or defending any such loss, claim,
damage, liability or action to the extent, but only to the extent, of such
Selling Holder's proceeds from the registration; provided, however, that the
Holders shall not be required to indemnify the Company for any cost, expense,
demand, claim, loss, damage, liability, fine or penalties which arise out of or
are based upon any written information provided by the Company.
(c) Each party entitled to indemnification under this Paragraph 4
(the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has received written notice 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 such 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 be
unreasonably withheld or delayed). The Indemnified Party may participate in such
defense at such party's expense; provided, however, that the Indemnifying Party
shall bear the expense of such defense of the Indemnified Party if (a) the
Indemnifying Party has agreed in writing to pay such expenses, (b) the
Indemnifying Party shall have failed to assume the defense of such claim or
employ counsel reasonably satisfactory to the Indemnified Party, or (c) in the
reasonable judgment of the Indemnified Party, based upon the written advice of
such Indemnified Party's counsel, representation of both parties by the same
counsel would be inappropriate due to actual or potential conflicts of interest.
In the event that the Indemnifying Party properly does not assume such defense,
the Indemnifying Party shall not be subject to any liability for any settlement
made without its prior written consent, which consent shall not be unreasonably
withheld or delayed. The failure of any Indemnified Party to give notice as
provided herein shall relieve the Indemnifying Party of its obligations under
this Paragraph 4 only to the extent that such failure to give notice shall
materially adversely prejudice the Indemnifying Party in the defense of any such
claim or any such litigation. No Indemnifying Party, in the defense of any such
claim or litigation, shall, except with the prior written consent of each
Indemnified Party, 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 in form and substance reasonably
satisfactory to such Indemnified Party.
5. Contribution.
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(a) If the indemnification provided for in Paragraph 4 from the
Indemnifying Party is unavailable to the Indemnified Party in respect to any
losses, claims, damages, liabilities or expenses
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referred to herein, then the Indemnifying Party, in lieu of indemnifying such
Indemnified Party, shall contribute to thc amount paid or payable by such
Indemnified Party as a result of such losses, claims, damages, liabilities or
expenses in such proportion as is appropriate to reflect the relative fault of
the Indemnifying Party and Indemnified Parties in connection with the actions
which resulted in such losses, claims, damages, liabilities or expenses, as well
as any other relevant equitable considerations. The relative fault of such
Indemnifying Party and Indemnified Parties shall be determined by reference to,
among other things, whether any action 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 Parties, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such action. The amount paid or payable by a party as a result of the losses,
claims, damages, liabilities and expenses referred to above shall be deemed to
include, subject to the limitations set forth in Paragraph 8, any legal or other
fees or expenses reasonably incurred by such party in connection with any
investigation or proceeding.
(b) The Company and the Holders agree that it would not be just and
equitable if contribution pursuant to this Paragraph 5 were determined by pro
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rata allocation or by any other method of allocation which does not take into
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account the equitable considerations referred to in the immediately preceding
paragraph. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.
(c) If indemnification is available under Paragraph 8, the
Indemnifying Parties shall indemnify each Indemnified Party to the full extent
provided in Paragraph 8 without regard to the relative fault of the Indemnifying
Party or Indemnified Party or any other equitable consideration provided for in
this Paragraph 5.
6. Hold-Back Agreements.
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(a) Restrictions on Public Sale by Holder of Registrable Securities.
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To the extent consistent with applicable law, each holder of Registrable
Securities whose Registrable Securities are included in a Registration Statement
filed pursuant to Paragraph 3 hereof agrees not to effect any public sale or
distribution of the issue being registered or any similar security of the
Company, including a sale pursuant to Rule 144 under the Securities Act, during
the 7-day period prior to, and during the 90-day period beginning on, the
effective date of such Registration Statement, to the extent such sales may
prevent the Company from being in compliance with the Exchange Act; provided,
however, that no such restriction shall apply to sales of Registrable Securities
made pursuant to that Registration Statement, which may be made at any time
following the effective date of that Registration Statement.
(b) Restrictions on Public Sale by the Company and Others. The
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Company shall not effect any public or nonpublic sale or distribution of any
securities similar to those being registered, or any securities convertible into
or exchangeable or exercisable for any such securities or similar securities,
during the 7-day period prior to, and during the 90-day period beginning on, the
effective date of any Registration Statement in which holders of Registrable
Securities are participating or the commencement of a public distribution of
Registrable Securities pursuant to any such Registration Statement (except (i)
as part of such registration or pursuant to registrations on XXX Xxxxx X-0 or S-
8 or any similar or successor form, or on any form filed in connection with an
exchange offer or an offering of securities solely to the existing stockholders
or employees of the Company or (ii) for sales or other issuances of securities
pursuant to outstanding options, warrants, rights or similar obligations).
7. Rule 144 and Stock Exchange Listings.
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So long as there are Registrable Securities outstanding:
(a) The Company will file the reports required to be filed by it
under the Securities Act and the Exchange Act and the rules and regulations
adopted by the SEC thereunder, and will take such further action as any holder
of Registrable Securities may reasonably request, all to the extent required
from time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (i) Rule 144 under the Securities Act, as such Rule may be amended
from time to time, or (ii) any similar rule or regulation hereafter adopted by
the SEC. Upon the request of any holder of Registrable Securities, the Company
will deliver to such holder a written statement as to whether it has complied
with such information and requirements.
(b) The Company will use its reasonable best efforts to avoid taking
any action which would cause the Common Stock to cease to be eligible for
inclusion on either of the National Association of Securities Dealers Automated
Quotation System or for listing on any securities exchange on which it currently
is or becomes listed.
8. Mergers, etc.
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The Company shall not, directly or indirectly, enter into any merger,
consolidation or reorganization in which the Company shall not be the surviving
corporation unless the surviving corporation shall, prior to such merger,
consolidation or reorganization, agree in writing to assume the obligations of
the Company under this Agreement, and for that purpose references hereunder to
"Registrable Securities" shall be deemed to include the securities which the
Holders would be entitled to receive in exchange for Common Stock under any such
merger, consolidation or reorganization, provided that to the extent such
securities to be received are convertible into shares of common stock of the
issuer thereof, then any such shares of common stock or other securities as are
issued or issuable upon conversion of said convertible securities shall also be
included within the definition of "Registrable Securities."
9. Miscellaneous.
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(a) Transfer of Certain Rights. The rights granted to the Holders
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under this Agreement may be transferred only to a transferee who delivers to the
Company, within a reasonable time after such transfer, a written instrument by
which such transferee agrees to be bound by the applicable terms of this
Agreement. Notwithstanding the foregoing nothing herein shall prohibit: (i) any
Holder from transferring any of its rights under this Agreement to any wholly-
owned subsidiary of such Holder or to any entity which merges or consolidates
with or acquires all or substantially all of the equity securities or assets of
such Holder, (ii) any Holder which is a partnership from transferring any of its
rights under this Agreement to a partner of such partnership where such partner
receives Registrable Securities in a distribution from such partnership, (iii)
any Holder who is an individual from transferring any of its rights under this
Agreement to such Holder's spouse or to other relatives, or to a trust for the
benefit of the Holder, or his or her spouse or other relatives, or (iv) any
trustee of a trust which holds Registrable Securities from distributing such
Registrable Securities to the beneficiaries of such trusts; provided that any
such transferee under subparagraph (i), (ii), (iii) or (iv) above will hold the
Registrable Securities subject to the terms and conditions of this Agreement.
Upon any transfer of the rights of a Holder, the transferee shall become a
"Holder" for purposes of this Agreement and the Company shall add the name and
address of the transferee to Schedule I (and, to the extent the transferor no
longer holds Registrable Securities, shall delete the name and address of the
transferor).
(b) Remedies. In the event of a breach by the Company of its
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obligations under this Agreement, each holder of Registrable Securities, in
addition to being entitled to exercise all rights
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granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement. The Company agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a
breach by it of any of the provisions of this Agreement and hereby agrees to
waive the defense in any action for specific performance that a remedy at law
would be adequate.
(c) No Inconsistent Agreements. The Company shall not on or after
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the date of this Agreement enter into any agreement with respect to its
securities which is inconsistent with the rights granted to the holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. To the extent the Company on or after the date of this
Agreement grants any superior or more favorable rights or terms to any Person
with respect to its securities, any such superior or more favorable rights or
terms shall also be deemed to have been granted simultaneously to the holders of
Registrable Securities. The Company has not previously entered into or become a
party to nor is it bound by any agreement with respect to its securities
granting any registration rights to any Person which is inconsistent with the
rights granted hereunder. The rights granted to the holders of Registrable
Securities hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the securities of the Company under
any other agreements.
(d) Amendments and Waivers. The provisions of this Agreement may not
----------------------
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given without the written consent of holders of
at least a majority of the Registrable Securities affected by such amendment,
modification, supplementation, waiver or consent. Notwithstanding the foregoing,
a waiver or consent to departure from the provisions hereof with respect to a
matter which relates exclusively to the rights of holders of Registrable
Securities whose securities are being sold pursuant to a Registration Statement
and which does not directly or indirectly affect the rights of other holders of
Registrable Securities may be given by the holders of a majority of the
Registrable Securities being sold by such holders, provided that the provisions
of this sentence may not be amended, modified, or supplemented except in
accordance with the provisions of the immediately preceding sentence.
(e) Notices. All notices and other communications provided for or
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permitted hereunder shall be made in writing and shall be delivered by hand,
next-day courier service, registered or certified first-class mail, return
receipt requested, telex, telegram or telecopier; if to a Holder, at the address
set forth opposite such Holder's name on the signature page hereto or such other
address as may have been furnished to the Company in writing; if to the Company,
at 0000 Xxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxx 00000, and thereafter at such other
address, notice of which is given in accordance with the provisions of this
Paragraph 9(e).
All such notices and communications shall be deemed to have been
duly given when delivered by hand, if personally delivered; one business
day after sent if sent by courier service.
(f) Governing Law. This Agreement shall be governed by and construed
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in accordance with the laws of the State of Delaware without regard to the
conflict of laws provisions thereof.
(g) Counterparts. This Agreement may be executed in any number of
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counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(h) Headings. The headings in this Agreement are for convenience of
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reference only and shall not limit or otherwise affect the meaning hereof.
(i) Severability. In the event that any one or more of the
------------
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable, the validity, legality
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and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.
(j) Entire Agreement. This Agreement is intended by the parties as a
----------------
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Company with respect to
the securities now or hereafter owned by the Holders. This Agreement supersedes
all prior agreements and understandings between the parties with respect to such
subject matter.
(k) Attorneys' Fees. In any action or proceeding brought to enforce
---------------
any provision of this Agreement, or where any provision hereof or thereof is
validly asserted as a defense, the successful party shall be entitled to
recover, and the court shall award, reasonable attorneys' fees in addition to
its costs and expenses and any other available remedy.
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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of
the date first above written.
DVI, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President
and Chief Financial Officer
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THE NOTEHOLDERS:
---------------
XXXXXX X. AND XXXXXX X. XXXX
MEMORIAL FOUNDATION
By:______________________________________
Name:
Title:
Xxxxxxx Bank, as Trustee for the Hannah &
Xxxxxx X. Xxxx Memorial Foundation
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxxx
XXXXXXX FAMILY VENTURES
By:______________________________________
Name:
Title:
c/o Xxxxxx Xxxxxxx
0000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
/s/ Xxxxxxx Xxxxxxx
-----------------------------------------
Xxxxxxx Xxxxxxx
Bank: Chase Manhattan Bank
City: New York City, New York
ABA#: 021 000 021
Acct#: 066 92 221
Acct. Name: National Financial Services,
Inc.
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GRANITE CAPITAL, L.P.
By:______________________________________
Name:
Title:
000 Xxxx 00/xx/ Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxxxx
CANADIAN IMPERIAL BANK OF COMMERCE TRUST COMPANY
(BAHAMAS) LIMITED,
as Trustee of Settlement T-1740 Trusts #00, #00,
#00, #00, #00, #00, #00, #00, #00, #00 and #36
By:______________________________________
Name:
Title:
Bank of New York
New York, NY
ABA#: 021 000 018
Acct: 000-0000-000
Attention: Domestic Money Transfer For
Credit To International Clearing Associates.
Acct#: T-1740
/s/ Xxxxxx X. Xxxxxx, M.D.
-----------------------------------------
Xxxxxx X. Xxxxxx, M.D.
Unit 18 - E
000 Xxxx Xxxx Xxxxx Xxxxx
Xxxxxxx, XX 00000
/s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxx
c/o Xxxxx-Craft Industries
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
11
-----------------------------------------
Xxxxxx X. Xxxx Revocable Trust
Xxxxxx X. Xxxx Revocable Trust
00 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Trustee
/s/ Xxxxxx XxXxxx
-----------------------------------------
Xxxxxx XxXxxx
Xxxxxx XxXxxx
c/o Xxxxxxx Xxxxxx
0000 X. Xxxxxxx Xxxxxx
Xxxxxxxxxxx, Xx 00000
Bank: Northern Trust
City: Chicago, IL
ABA#: 071 000 152
Acct#: G/L acct# 5186011000
Name:
Ref: For credit to A/C 23-05004
/s/ Xxxxx Xxxxxx
-----------------------------------------
Xxxxx Xxxxxx
Xxxxx Xxxxxx
00000 Xxxxxxx Xxxxxx
Xxx.# 0000
Xxxxx Xxxx Xxxxx, Xx 00000
-----------------------------------------
Xxxxxxx Xxxxx and Xxxx Xxxxx, JTWROS
0000 X.X. 00xx Xxxxx
Xxxxx, XX 00000
12
/s/ Xxxxxx Xxxxxxx
-----------------------------------------
Xxxxxx Xxxxxxx
0000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
-----------------------------------------
S.L.K. Retirement Trust
c/o Xxxxxx Xxxxxx
Xxxxxx Xxxxx & Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
-----------------------------------------
Xxxxxx Xxxxxxx Revocable Trust
c/o Xx. Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx Revocable Trust
0000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
/s/ Xxxxxxx X. Xxxxxxxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxxxxxxx
000 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
XXXXXX XXX-XXXXX RESIDUARY TRUST
By: /s/ Xxxxxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxx, Co-Trustee
Title:
c/o Neal, Gerber & Xxxxxxxxx
0 Xxxxx XxXxxxx
00/xx/ Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxxx Xxxxxxxxx, Esquire
13
