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EXHIBIT 3
FORM OF
RECAPITALIZATION AGREEMENT
This RECAPITALIZATION AGREEMENT (this "Agreement") is entered into as
of June ___, 1998 by and among Citadel Communications Corporation, a Nevada
corporation (the "Company"), and the stockholders of the Company and the holders
of options and warrants to acquire shares of capital stock of the Company
(collectively, the "Stockholders").
RECITALS:
WHEREAS, subject to the terms and conditions of this Agreement and
formal approval of certain matters by the stockholders of the Company, the Board
of Directors of the Company has approved a recapitalization of the Company (the
"Recapitalization"), on the terms set forth in this Agreement; and
WHEREAS, the Company has filed a registration statement (the
"Registration Statement") with the Securities and Exchange Commission (the
"SEC") for the purpose of registering shares of its common stock for sale in an
underwritten public offering (the "Offering"); and
WHEREAS, in furtherance of the Offering and the transactions
contemplated herein, the parties hereto desire to enter into this Agreement.
NOW, THEREFORE, in consideration of and premised upon the various
agreements of the parties contained in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Stockholders, intending to be legally bound
hereby, agree as follows:
ARTICLE I - THE RECAPITALIZATION
SECTION 1.1. - THE RECAPITALIZATION. Upon the terms and subject to the
conditions set forth in this Agreement, and in accordance with Nevada's laws on
private corporations, Chapter 78 of the Nevada Revised Statutes (the "NGCL"), at
the Effective Time (as defined below), the following events constituting the
Recapitalization shall occur:
SECTION 1.1.1. - CERTIFICATE OF INCORPORATION. The Certificate of
Incorporation of the Company shall be amended and restated as set forth
in Exhibit A hereto and shall be the Certificate of Incorporation of
the Company (the "New Certificate"), unless and until amended as
provided in the New Certificate or by law. When used herein, the
"Effective Time" shall mean the date and time at which the New
Certificate becomes effective under the NGCL. It is the intent of the
parties that the New
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Certificate will be filed and become effective under the NGCL at or
about the time the Company seeks to have the Registration Statement
declared effective by the SEC.
SECTION 1.1.2. - BYLAWS. The Bylaws of the Company shall be amended and
restated as set forth in Exhibit B hereto and shall be the Bylaws of
the Company (the "New Bylaws"), unless and until amended or repealed as
provided in the New Certificate, the New Bylaws or by law.
SECTION 1.1.3. - OFFICERS AND DIRECTORS. The officers of the Company
immediately prior to the Effective Time shall continue as the officers
of the Company until their successors shall have been duly elected and
qualified, or as otherwise provided in the New Bylaws. Following the
Effective Time, the Class A Directors of the Company contemplated by
the New Certificate shall be Xxxxxxxx X. Xxxxxx, Xxxxx X. Xxxxx, Xxx X.
Xxxxxx, Xx. and Xxxx X. xxx Xxxxxxxxx, and the Class B Director
contemplated by the New Certificate shall be Xxxxxxxx Xxxx Xxxxxx,
until their successors shall have been duly elected and qualified, or
as otherwise provided in the New Certificate, the New Bylaws or as
otherwise provided by applicable law.
SECTION 1.1.4. - STOCK RECLASSIFICATION.
(a) Without any action on the part of the holder thereof, each
share of Class A Common Stock, Class B Common Stock, Class C Common
Stock, Series A Convertible Redeemable Preferred Stock, Series B
Convertible Redeemable Preferred Stock, Series E Convertible Redeemable
Preferred Stock, Series F Convertible Redeemable Preferred Stock and
Series G Convertible Redeemable Preferred Stock of the Company issued
and outstanding immediately prior to the Effective Time (collectively,
the "Common Conversion Stock") shall be converted into the right to
receive three shares of common stock, par value $0.001 per share, of
the Company (the "Common Stock") rounded to the nearest whole share, in
accordance with the provisions of this Agreement and the New
Certificate. From and after the Effective Time, all certificates or
other instruments representing shares of Common Conversion Stock issued
and outstanding immediately prior to the Effective Time shall
thereafter evidence, without further action, Common Stock. Each holder
of Common Conversion Stock shall be entitled to receive, upon surrender
of his, her or its certificates representing shares of Common
Conversion Stock to the Company, share certificates representing that
number of shares of Common Stock into which his, her or its shares of
Common Conversion Stock is converted in accordance with this Section
1.1.4(a) and the New Certificate. Nevada law may require the Company to
issue a full share of Common Stock in lieu of a fractional share of
Common Stock resulting from the Recapitalization. To the extent that a
holder of Common Conversion Stock would be due a whole share of Common
Stock and, under this Agreement, such holder will not receive either a
fractional share of Common Stock or a full share of Common Stock in
lieu thereof, such holder hereby waives any right to receive such
fractional or full share of Common Stock.
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(b) Without any action on the part of the holder thereof, each
share of Series C Convertible Redeemable Preferred Stock and Series D
Convertible Redeemable Preferred Stock of the Company issued and
outstanding immediately prior to the Effective Time (collectively, the
"Preferred Conversion Stock") shall be converted into the right to
receive three shares of Series AA Convertible Preferred Stock, par
value $0.001 per share, of the Company (the "Convertible Preferred
Stock") rounded to the nearest whole share, in accordance with the
provisions of this Agreement and the New Certificate. From and after
the Effective Time, all certificates or other instruments representing
shares of Preferred Conversion Stock of the Company issued and
outstanding immediately prior to the Effective Time shall thereafter
evidence, without further action, Convertible Preferred Stock. Each
holder of Preferred Conversion Stock shall be entitled to receive, upon
surrender of his, her or its certificate or certificates representing
shares of Preferred Conversion Stock to the Company, share certificates
representing that number of shares of Convertible Preferred Stock into
which his, her or its shares of Preferred Conversion Stock is converted
in accordance with this Section 1.1.4(b) and the New Certificate.
Nevada law may require the Company to issue a full share of Convertible
Preferred Stock in lieu of a fractional share of Convertible Preferred
Stock resulting from the Recapitalization. To the extent that a holder
of Preferred Conversion Stock would be due a whole share of Convertible
Preferred Stock and, under this Agreement, such holder will not receive
either a fractional share of Convertible Preferred Stock or a full
share of Convertible Preferred Stock in lieu thereof, such holder
hereby waives any right to receive such fractional or full share of
Convertible Preferred Stock.
SECTION 1.1.5. - STOCK OPTIONS AND WARRANTS. Without any action on the
part of the holder thereof, each option or warrant to acquire shares of
capital stock of the Company outstanding immediately prior to the
Effective Time shall be converted into an option or warrant, as
applicable, to acquire three times the same number of shares of Common
Stock, and the per share exercise price of each such option or warrant
shall be divided by three.
ARTICLE II - WAIVERS AND TERMINATIONS
SECTION 2.1. - REGISTRATION RIGHTS AGREEMENT. Each Stockholder (other
than the holders of Class B Common Stock and the outstanding warrant to acquire
shares of Class B Common Stock) who is a party to that certain Third Amended and
Restated Registration Rights Agreement dated June 28, 1996 among the Company and
certain of its stockholders, as amended (the "Registration Rights Agreement"),
hereby waives any and all rights which such Stockholder may have under the
Registration Rights Agreement, insofar as such rights relate to "piggy-back"
rights to have shares of capital stock of the Company beneficially owned by such
Stockholder registered on the Registration Statement or otherwise in connection
with the Offering.
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SECTION 2.2. - STOCKHOLDERS AGREEMENT. Each Stockholder who is a party
to that certain Second Amended and Restated Stockholders Agreement dated June
28, 1996 among the Company and certain of its stockholders, as amended (the
"Stockholders Agreement"), hereby waives any and all rights which such
Stockholder may have under the Stockholders Agreement, insofar as such rights
arise from or relate to the Recapitalization.
SECTION 2.3. - WAIVER OF VOTING RIGHTS. The Stockholders who will
receive shares of Convertible Preferred Stock in the Recapitalization hereby
agree that, from the Effective Time until consummation of the Offering, such
Stockholders will not vote shares representing more than 49% of the combined
voting power of the outstanding capital stock of the Company with respect to any
matter submitted to a vote of the stockholders of the Company from the Effective
Time until consummation of the Offering.
ARTICLE III - ADDITIONAL WAIVERS AND
TERMINATIONS; LOCKUP AGREEMENT
SECTION 3.1 - EXCEPTIONS TO ARTICLE. This Article III shall not apply
to the holders of Preferred Conversion Stock prior to the Effective Time and
holders of the Convertible Preferred Stock or Common Stock into which the
Convertible Preferred Stock may be converted at and following the Effective
Time.
SECTION 3.2. - OPTION VESTING. Each Stockholder who holds an option
granted under the Company's 1996 Equity Incentive Plan to purchase shares of
capital stock of the Company hereby waives any and all rights to have the
vesting and exercisability of such option accelerated, insofar as the
Recapitalization would otherwise cause such an acceleration of vesting and
exercisability of such option under the agreement between the Company and the
Stockholder governing the option.
SECTION 3.3. - OTHER AGREEMENTS. The Company and the Stockholders
acknowledge that each of the following agreements shall terminate and be of no
further force or effect upon consummation of the Offering: (i) any Stock
Transfer Restriction Agreement entered into with a Stockholder upon the exercise
by such Stockholder of an option or options to purchase shares of capital stock
of the Company granted in 1994 (collectively, the "Stock Transfer Restriction
Agreements"); (ii) that certain Second Amended and Restated Security Holder
Agreement dated June 28, 1996 among the Company, Citadel Broadcasting Company,
Bank of America National Trust and Savings Association and certain other
Stockholders (the "BofA Agreement"); (iii) that certain Security Holder
Agreement dated December 31, 1996 among the Company, Endeavour Capital Fund
Limited Partnership and certain other Stockholders (the "Endeavour Agreement");
(iv) that certain Security Holder Agreement dated September 26, 1997 among the
Company, Xxxxxx X. Xxxx and certain other Stockholders (the "Xxxx Agreement");
and (v) Section 7 of any Management Team Stock Subscription entered into with a
stockholder in connection with the reorganization of the
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Company into a holding company or otherwise (collectively, the "Management Team
Agreements").
SECTION 3.4. - THE OFFERING. Each Stockholder understands that
Prudential Securities Incorporated; Xxxxxxxxx, Lufkin & Xxxxxxxx Securities
Corporation; Xxxxxxx, Sachs & Co.; and NationsBanc Xxxxxxxxxx Securities LLC, as
Representatives (the "Representatives") of the several underwriters (the
"Underwriters"), propose to enter into an Underwriting Agreement with the
Company (the "Underwriting Agreement"), providing for the Offering by the
Underwriters, including the Representatives, of Common Stock.
SECTION 3.5 - LOCK-UP AGREEMENT. In consideration of the Underwriters'
agreement to purchase, and undertake the Offering of, the Common Stock, each
Stockholder agrees not to, directly or indirectly, offer, sell, offer to sell,
contract to sell, pledge, grant any option to purchase or otherwise sell or
dispose (or announce any offer, sale, offer of sale, contract of sale, pledge,
grant of an option to purchase or other sale or disposition) of any Common Stock
(including, without limitation, shares of Common Stock which may be deemed to be
beneficially owned by a Stockholder in accordance with the rules and regulations
of the SEC and shares of Common Stock which may be issued upon exercise of a
stock option or warrant) or any securities convertible into or exercisable or
exchangeable for such Common Stock in any manner, transfer all or a portion of
the economic consequences associated with the ownership of the Common Stock, for
a period of 180 days after the effective date of the Registration Statement,
other than (i) as a gift or gifts, provided the donee or donees thereof agree in
writing to be bound by this Article III, (ii) transfers to a transferor's
affiliate, as such term is defined in Rule 405 promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), provided the transferee or
transferees thereof agree in writing to be bound by this Article III, or (iii)
with the prior written consent of Prudential Securities Incorporated. Each
Stockholder agrees that for a period of 180 days after the effective date of the
Registration Statement, such Stockholder will not exercise any rights that such
Stockholder may have to cause the Company to register (under the Securities Act
or otherwise) any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for shares of Common Stock, without the prior
written consent of Prudential Securities Incorporated.
SECTION 3.6. - TRANSFER OF SHARES. Each Stockholder agrees that the
Company may, with respect to any shares of Common Stock for which such
Stockholder is the record holder, cause the transfer agent for the Company to
note stop transfer instructions with respect to such shares of Common Stock on
the transfer books and records of the Company. Each Stockholder further agrees
that such Stockholder will, if requested by the Company with respect to any
shares of Common Stock for which such Stockholder is the beneficial holder but
not the record holder, cause the record holder of such shares of Common Stock to
cause the transfer agent for the Company to note stop transfer instructions with
respect to such shares of Common Stock on the transfer books and records of the
Company.
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ARTICLE IV - TERMINATION AND AMENDMENT
SECTION 4.1. - TERMINATION BY THE COMPANY OR THE STOCKHOLDERS. This
Agreement may be terminated at any time prior to the Effective Time by the
Company or by Stockholders holding at least 66% of the voting power of the
capital stock of the Company.
SECTION 4.2. - TERMINATION FOR NONCONSUMMATION OF OFFERING.
(a) If the Effective Time has not yet occurred, this Agreement
will terminate automatically if the Offering is not consummated on or
before August 31, 1998.
(b) If the Effective Time has occurred but the Offering is not
consummated within ten (10) business days after the Effective Time, the
New Certificate will be rescinded and be of no force or effect. Such
recision shall be effected by a subsequent amendment adopting the
entirety of the Certificate of Seventh Amended and Restated Certificate
of Incorporation of the Company as filed with the Nevada Secretary of
State on October 16, 1997, with such amendments thereto as may be
necessary to reinstate each Stockholder to the position such
Stockholder was in vis-a-vis ownership of capital stock (including
options and warrants to acquire capital stock) of the Company
immediately prior to the Effective Time.
SECTION 4.3. - AMENDMENTS. This Agreement may not be amended, altered
or modified except by a written instrument executed by the Company and the
Stockholders.
ARTICLE V - MISCELLANEOUS
SECTION 5.1. - ENTIRE AGREEMENT. This Agreement, the New Certificate
and the New Bylaws constitute the entire agreement among the parties and
supersedes any prior understandings, agreements or representations by or among
the parties, written or oral, that may have related to the subject matter
hereof; provided, however, that, subject to Article III, each of the Stock
Transfer Restriction Agreements, the BofA Agreement, the Endeavour Agreement,
the Xxxx Agreement and the Management Team Agreements shall continue in effect
until consummation of the Offering.
SECTION 5.2. - POWER AND AUTHORITY. Each Stockholder hereby represents
and warrants that such Stockholder has full power and authority to enter into
this Agreement. All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of any Stockholder and any obligations of any
Stockholder shall be binding upon the heirs, personal representatives,
successors and assigns of such Stockholder.
SECTION 5.3. - BINDING EFFECT; PERSONS BENEFITTING. This Agreement
shall inure to the benefit of and be binding on the parties hereto, and the
respective successors and assigns of the parties and such persons. Except as set
forth in Section 5.4, nothing in this Agreement is intended or shall be
construed to confer upon any entity or person other than
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the parties hereto and their respective successors and assigns any right, remedy
or claim under or by reason of this Agreement or any part hereof.
SECTION 5.4. - THIRD PARTY BENEFICIARY. The Representatives shall be
intended third party beneficiaries of Article III and shall have the right to
enforce Article III directly in a court of law or equity or both to protect
their rights under Article III. Without limiting the generality of the
foregoing, it is the intention of the parties hereto that the provisions of
Article III are made for the benefit of the Representatives and to induce the
Representatives to purchase, and undertake the Offering of, the Common Stock
pursuant to the Underwriting Agreement.
SECTION 5.5. - GOVERNING LAW. This Agreement shall be governed by the
laws of the State of Nevada, without regard to the application of conflicts of
law principles.
SECTION 5.6. - COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original and each of which shall
constitute one and the same instrument.
SECTION 5.7 - EFFECTIVE AGREEMENT. If the New Certificate is approved
by the stockholders of the Company in accordance with Nevada law and the Board
of Directors of the Company determines to proceed with the Offering, this
Agreement shall be effective and binding on the Company and the Stockholders
whose signatures appear on the signature pages hereto notwithstanding the fact
that less than all of the stockholders of the Company and holders of options and
warrants to acquire shares of capital stock of the Company have executed this
Agreement.
SECTION 5.8. - INTERPRETATION. When reference is made in this Agreement
to an Article, Section or Exhibit, such reference shall be to an Article or
Section of, or an Exhibit to, this Agreement unless otherwise indicated. The
headings contained in this Agreement are for reference purposes only and shall
not in any way affect the meaning or interpretation of this Agreement.
(Signatures on following page)
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the day and year first above written.
CITADEL COMMUNICATIONS
CORPORATION
By:_____________________________
Xxxxxxxx X. Xxxxxx, President
CLASS A COMMON STOCK HOLDERS:
SECURITY INVESTMENT MANAGEMENT &
TRUST FUND, as custodian
By:_____________________________
Its:____________________________
________________________________
Xxxxxxx Xxxxxx
________________________________
Xxxxx Xxxxxx
________________________________
Xxxx Xxxxxxxxx
________________________________
Xxx Xxxxxx
________________________________
Xxxxx Xxxxxxxxx
________________________________
Xxxx Xxxxxxxxx
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________________________________
Xxx X. Xxxx
________________________________
Xxxxxxx X. Xxxx
________________________________
Xxxxx Xxxxxxxx
________________________________
Xxxxx Xxxxxxxx
________________________________
Xxxxxxx X. Xxxxx, Xx.
________________________________
Xxxxxx Xxxxx
________________________________
Xxxxxx X. Xxxxxx
________________________________
Xxxxxxx Xxxxx
________________________________
Xxxx Xxxxxxx Xxxxxxxx
________________________________
Xxxxx X. Xxxxxx
________________________________
Xxx Xxxxxxxx
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________________________________
Xxxxxxx X. Xxxxxxx
________________________________
Xxxxxx Xxxxxxx
________________________________
Xxxxxxx X. Xxx
________________________________
Xxxx X. Xxx
________________________________
Xxxxxx Xxxxxx
________________________________
Xxxxxxxxx Xxxxxx
________________________________
Xxxx X. Xxxxx
________________________________
Xxxx X. Xxxxxxxx
________________________________
Xxxxx X. Xxxxxxxx
________________________________
Xxxx Xxx
________________________________
Xxxxxx X. Xxxxx
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________________________________
Xxxxx X. Xxxxxxx
________________________________
Xxx X. Xxxxxxx
________________________________
L. Xxxxx Xxxxxx, II
________________________________
XxXxx Xxxxx Xxxxxx, Sr.
________________________________
Xxxxxxx X. Xxxxxx
________________________________
Xxxxxx X. Xxxxxxx
________________________________
Xxxxxx X. Xxxx
________________________________
Xxxxxxxx X. Xxxx
________________________________
Xxxxx X. Xxxxxxxx
________________________________
Xxxxxxxx Xxxx
________________________________
Xxxxx Xxxxxx
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________________________________
Xxxxxx X. Xxxxxxx
________________________________
Xxxxx Xxxxxxxx
________________________________
D. Xxxxxx Xxxxxxxx
________________________________
Xxxxxxx Xxxxxxxx
________________________________
Xxxxxx Xxxxxx
________________________________
Xxxxxx X. Xxxxxxxx
________________________________
Xxxxxxx X. Xxxxxxxx
________________________________
Xxxxxxx Xxxxx
________________________________
Xxxxxx Xxxxxx
XXXXX XXXXXX, PROGRAMMING
CONSULTANTS, INC.
By:_____________________________
Its:____________________________
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\
XXX XXXXX ENTERPRISE ASSOCIATES
By: RIO BRAVO, INC., its General
Partner
By: _____________________________
Xxxxxxxx X. Xxxxxx, President
HOLDERS OF OPTIONS TO ACQUIRE CLASS A
COMMON STOCK (WHO ARE NOT ALSO CLASS
A COMMON STOCK HOLDERS):
_____________________________________
Xxxxxxxx Xxxx Xxxxxx
_____________________________________
Xxxxxx Xxxxxx
_____________________________________
Xxxxx Xxxxxx
_____________________________________
Xxxxxx Xxxxxxxx
_____________________________________
Xx Xxxx
_____________________________________
Xxxxx X. Xxxxxx
_____________________________________
Xxxx Xxxxx
_____________________________________
Xxxxx X. XxXxx
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_________________________________
Xxx Xxxxx
_________________________________
Xxxx Xxxxxxxxx
_________________________________
Xxxxx X. Xxxxx
_________________________________
Xxxxxx Xxxxxxxx
_________________________________
Xxxxxxxx X. Xxxxxx
CLASS B COMMON STOCK HOLDERS:
_________________________________
Xxxxxxxxxxx X. Xxxxx
_________________________________
Xxxxxx X. Xxxxxxx
_________________________________
M. Xxxx X'Xxxxx
_________________________________
Ford X. Xxxxxxxxx
_________________________________
Xxxxxxx X. Xxxx
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_________________________________
Xxxxxx X. Xxxxxxx
_________________________________
Xxxxxx X. Xxxxxx
_________________________________
Xxxxxxx X. Xxxxx
HOLDER OF WARRANT TO ACQUIRE
CLASS B COMMON STOCK:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:______________________________
Its:_____________________________
CLASS C COMMON STOCK HOLDER:
FINOVA CAPITAL CORPORATION
By:______________________________
Its:_____________________________
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SERIES A PREFERRED STOCK HOLDER:
XXXXX, XXXXXXXX & COMPANY
By:______________________________
Its:_____________________________
SERIES B PREFERRED STOCK HOLDER:
XXXXXXXXXXX & CO., INC.
By:______________________________
Its:_____________________________
SERIES C PREFERRED STOCK HOLDERS:
_________________________________
XXXXXX XXXX, as trustee pursuant
to that certain Fourth Amended and
Restated Voting Agreement dated as
of October 15, 1997
ABRY BROADCAST PARTNERS II, L.P.
By: ABRY CAPITAL, L.P., its General
Partner
By: ABRY HOLDINGS, INC., its
General Partner
By:_____________________________
Its:____________________________
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ABRY/CITADEL INVESTMENT PARTNERS,
L.P.
By: ABRY CAPITAL, L.P., its General
Partner
By: ABRY HOLDINGS, INC., its
General Partner
By:______________________
Its:_____________________
SERIES D PREFERRED STOCK HOLDERS:
_________________________________
XXXXXX XXXX, as trustee pursuant
to that certain Fourth Amended and
Restated Voting Agreement dated as
of October 15, 1997
ABRY BROADCAST PARTNERS II, L.P.
By: ABRY CAPITAL, L.P., its General
Partner
By: ABRY HOLDINGS, INC., its
General Partner
By:_______________________
Its:______________________
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ABRY/CITADEL INVESTMENT PARTNERS,
L.P.
By: ABRY CAPITAL, L.P., its General
Partner
By: ABRY HOLDINGS, INC., its
General Partner
By:_______________________
Its:______________________
SERIES E PREFERRED STOCK HOLDERS:
THE ENDEAVOUR CAPITAL FUND LIMITED
PARTNERSHIP
By: DVS Management, Inc., its General
Partner
By:_______________________
Its:______________________
_________________________________
Xxxxxx X. Tenant
THE XXXXXXXXX FAMILY TRUST u/a/d 2-
15-94
By:_______________________________
Xxxxxxx X. Xxxxxxxxx, Trustee
By:_______________________________
Xxxxx X. Xxxxxxxxx, Trustee
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BABSON CAPITAL PARTNERS LIMITED
PARTNERSHIP
By:______________________________
Its:_____________________________
_________________________________
Xxx Xxxxxxx
_________________________________
Xxxxxx X. Xxxxx
_________________________________
Xxxxx X. XxXxx
SERIES F PREFERRED STOCK HOLDERS:
_________________________________
Xxxxxx X. Xxxx
_________________________________
Xxxxxxx Xxxxxx
_________________________________
Xxxxxxx Xxxxxxx
_________________________________
Xxxxx Xxxxxxxxxx
_________________________________
M. Xxxxx Xxxx
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XXXXXX X. XXXX AND XXXXXXXX XXXX
NOMINEE TRUST DATED NOVEMBER 17,
1997
By:______________________________
M. Xxxxx Xxxx, Trustee
_________________________________
Xxxx Xxxx
_________________________________
Xxxxxx Xxxx
_________________________________
Xxxxxxx X. Xxxxxxxx
_________________________________
Xxxxxx Xxxxxxx
_________________________________
Xxxxxxx X. Xxxxx
SERIES G PREFERRED STOCK HOLDERS:
_________________________________
Xxx X. Xxxxxx, Xx.
_________________________________
Xxx X. Xxxxxx, Xx.
_________________________________
Xxxxxx X. Xxxxxx
_________________________________
Xxxx X. Xxxxxx
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_____________________________________________
Xxxxxxx Xxxxxx Xxxxxxx
_____________________________________________
Xxxxxxx Xxxxxx Xxxxxxx, as custodian for Rory
Xxxxxxx Xxxxxxx under the UTMA
_____________________________________________
Xxxxxxx Xxxxxx Xxxxxxx, as custodian for
Xxxxxxxxx Xxxxx Xxxxxxx under the UTMA
_____________________________________________
Xxxxxx X. Xxxxxxx
_____________________________________________
Xxx Xxxxx Xxxxxx
_____________________________________________
Xxxxxx Xxxxxx
_____________________________________________
Xxx X. Xxxxxx
_____________________________________________
Xxxxxxx X. Xxxxxx
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