Execution Copy
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RESTRICTED SECURITIES AGREEMENT
by and among
CHANCERY LANE/GSC INVESTORS L.P.,
GREENWICH STREET CAPITAL PARTNERS II, L.P.,
GSCP OFFSHORE FUND, L.P.,
GREENWICH FUND, L.P.,
GREENWICH STREET EMPLOYEES FUND, L.P.,
TRV EXECUTIVE FUND, L.P.,
CHANCERY LANE MIC, L.P.
and
THE OTHER INVESTORS NAMED HEREIN
Dated as of December 12, 2000
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RESTRICTED SECURITIES AGREEMENT dated as of December 12, 2000 (the
"Agreement") by and among Chancery Lane/GSC Investors L.P., a Delaware limited
partnership (the "Partnership"), Chancery Lane MIC, L.P., a Delaware limited
partnership ("Chancery Lane"), Greenwich Street Capital Partners II, L.P., GSCP
Offshore Fund, L.P., Greenwich Fund, L.P., Greenwich Street Employees Fund,
L.P., TRV Executive Fund, L.P. (collectively, "GSC") and the other parties set
forth on the signature pages below (the "Other Investors").
WHEREAS, the parties hereto may from time to time become holders of
Restricted Securities; and
WHEREAS, the parties hereto believe it to be in their best interests
that they enter into this Agreement providing for certain rights and
restrictions with respect to the Restricted Securities.
NOW THEREFORE, in consideration of the mutual covenants and obligations
set forth in this Agreement, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 DEFINITIONS
Capitalized terms used but not defined elsewhere in this Agreement have
the following meanings:
"Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with,
such Person; provided that no stockholder of Xxxxx shall be deemed an Affiliate
of any other stockholder solely by reason of any investment in Xxxxx. For the
purpose of this definition, the term "control" (including with correlative
meanings, the terms "controlling," "controlled by" and "under common control
with"), as used with respect to any Person, means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities or
by contract (including arrangements pursuant to an investment management or
investment advisory agreement) or otherwise.
"Bona Fide Offer" means any offer to purchase any of the Restricted
Securities by a Third Party in writing, setting forth a specific purchase price
that such Third Party is offering to pay for such Restricted Securities;
provided, however, that "open market sales" of Restricted Securities shall not
be included within the term "Bona Fide Offer" and shall not be subject to the
provisions of Article IV.
"Business Day" means any calendar day which is not a Saturday, Sunday
or public holiday under the laws of the State of New York.
"Conversion Shares" means the shares of capital stock to be issued
upon, and as a result of, the conversion of the Debentures; such term shall
include all Conversion Shares owned or to which a Partner may be entitled
pursuant to the Limited Partnership Agreement, whether as a holder of Class A
Limited Partnership Interests or Class B Limited Partnership Interests (as each
such capitalized term is defined in the Limited Partnership Agreement).
"DB Capital" means DB Capital Investors, L.P., a Delaware limited
partnership.
"Debentures" means the debentures issued by Xxxxx to the Partnership
pursuant to the Debenture Purchase Agreement.
"Debenture Purchase Agreement" means the Debenture Purchase Agreement
between Xxxxx and the Partnership dated as of December 12, 2000, as amended,
supplemented or otherwise modified in writing from time to time.
"Demand Filing" has the meaning assigned to such term in the
Registration Rights Agreement.
"General Partner" means CLGI, Inc., a Delaware corporation and the
general partner of the Partnership.
"Indebtedness" means (i) all indebtedness for borrowed money or for the
deferred purchase price of property or services (other than current trade
liabilities incurred in the ordinary course of business and payable in
accordance with customary practices), (ii) any other indebtedness that is
evidenced by a note, bond, debenture or similar instrument, (iii) all
obligations under financing or capitalized leases, (iv) all obligations in
respect of acceptances issued or created and (v) all (x) liabilities secured by
any lien on any property or (y) guarantees in connection with indebtedness of
the kind described in the preceding clauses (i) through (iv).
"Marketable Securities" means shares of common stock listed for trading
on the NYSE or quoted for trading through NASDAQ-National Market System and for
which the average daily trading volume for the 10 consecutive trading days
immediately preceding the date of determination was at least $5,000,000.
"Xxxxx" means Xxxxx Corporation Limited, a corporation organized under
the laws of Ontario, Canada.
"Non-Primary Investor" means any Partnership Group Member that is not a
Transferring Primary Investor (as defined in Section 4.2(a) below).
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"Partner" means any Person which is or at any time was a general
partner or limited partner of the Partnership.
"Partnership Agreement" means the Limited Partnership Agreement of the
Partnership as in effect from time to time.
"Partnership Group" means the Partners and Affiliates of such Partners
collectively.
"Partnership Group Member" means, any member of the Partnership Group
and any Person defined as a Partnership Group Member in Section 5.3.
"Permitted Transferee" means, with respect to any Partnership Group
Member, (A) the Partnership, (B) any general or limited partner or member or
shareholder of such Partnership Group Member and (C) any corporation,
partnership or other entity that is, in the cases of clauses (B) and (C), an
Affiliate of such Partnership Group Member; provided, however, that "Permitted
Transferee" shall not include any portfolio companies of a Partnership Group
Member. Notwithstanding the foregoing, in the case of any Partnership Group
Member who is a natural Person, the term "Permitted Transferee" shall include
(i) such Person's spouse or children, (ii) upon such Person's death, a
transferee or transferees by will or by operation of law to a beneficiary or
beneficiaries selected by such natural Person and (iii) a transferee or
transferees to facilitate the tax and estate planning of such natural Person,
provided that the General Partner shall have consented to such transferee, such
approval not to be unreasonably withheld or delayed.
"Person" means an individual, corporation, limited liability company,
partnership, association, trust or other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.
"Piggyback Filing" has the meaning assigned to such term in the
Registration Rights Agreement.
"Primary Investor" means either Chancery Lane or GSC, as applicable.
"Primary Investor Affiliate" means, with respect to any Primary
Investor, (A) the Partnership, (B) any general or limited partner or member or
shareholder of such Primary Investor and (C) any corporation, partnership or
other entity that is an Affiliate of such Primary Investor; provided, however,
that "Primary Investor Affiliate" shall not include any portfolio companies of a
Primary Investor or its Affiliates.
"Registration Rights Agreement" means the Registration Rights Agreement
by and between Xxxxx and the Partnership, dated as of December 12, 2000.
"Restricted Securities" means Debentures and Conversion Shares owned
from time to time by a Partnership Group Member.
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"Securities Act" means the Securities Act of 1933, as amended.
"Third Party" means, with respect to any Partnership Group Member, any
Person other than (i) such Partnership Group Member's Permitted Transferees and
(ii) the Partnership.
ARTICLE II
RESTRICTIONS ON TRANSFER; REGISTRATION RIGHTS
SECTION 2.1 GENERAL
Each Partnership Group Member shall not, directly or indirectly, sell,
assign, transfer, grant a participation in, pledge or otherwise dispose of (each
such action, a "Transfer") any Restricted Securities (or solicit any offers to
buy or otherwise acquire, or take a pledge, of any Restricted Securities),
except in compliance with the Securities Act and the terms and conditions of
this Agreement, the Debenture Purchase Agreement and the Standstill Agreement,
as applicable. Any attempt by any Partnership Group Member to Transfer any
Restricted Securities not in compliance with this Agreement shall be null and
void.
SECTION 2.2 TRANSFER OF DEBENTURES AND CONVERSION SHARES BY THE
PARTNERSHIP
The Partnership shall not Transfer or be required to Transfer any
Debentures or Conversion Shares, except for Transfers which are made in
accordance with both the Partnership Agreement and the provisions permitting
Transfers by the Partnership as set forth in Section 8 of the Debenture Purchase
Agreement.
SECTION 2.3 TRANSFER OF DEBENTURES AND CONVERSION SHARES BY PARTNERSHIP
GROUP MEMBERS
(a) Each Partnership Group Member shall not Transfer any Debentures
except for Transfers to other Partnership Group Members; provided, however, that
such Partnership Group Members shall not be permitted to effect any Transfer of
Debentures in violation of the restrictions applicable to such Transfers in
Section 8 of the Debenture Purchase Agreement.
(b) The Conversion Shares shall be freely transferable in whole or in
part at any time by Partnership Group Members (subject to Article IV only);
provided, however, that such Partnership Group Members shall not be permitted to
effect any Transfer of Conversion Shares in violation of the restrictions
applicable to such Transfers in Section 8 of the Debenture Purchase Agreement or
in the Standstill Agreement (to the extent applicable to such Partnership Group
Member).
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SECTION 2.4 REGISTRATION RIGHTS
Promptly after any written request is made by a Primary Investor to the
Partnership for a Demand Filing or Piggyback Filing (each a "Filing") pursuant
to the terms of the Registration Rights Agreement, the Partnership shall give
written notice to the other Primary Investor and each of the other Partnership
Group Members and shall provide the other Primary Investor and such other
Partnership Group Members with the opportunity to include any Conversion Shares
to which they are entitled in such Filing subject to the terms of the
Registration Rights Agreement. Each Primary Investor shall be entitled to
utilize one of the two Demand Filing rights provided to the Partnership by the
Registration Rights Agreement. Each Primary Investor shall have the right to
assign, in whole or in part, such Primary Investor's right referred to in the
immediately preceding sentence to any transferee of Class A Limited Partnership
Interests or Registrable Securities permitted by the Partnership Agreement or
the Registration Rights Agreement, as the case may be. At any time that (i) a
Primary Investor or its transferee under the Partnership Agreement or
Registration Rights Agreement ceases to hold any Registrable Securities (as
defined in the Registration Rights Agreement) and (ii) such Primary Investor (or
such transferee) has not exercised its right to utilize one of the two Demand
Filing rights granted to CLGI under the Registration Rights Agreement, then the
holders of a majority-in-interest of the Class B Limited Partnership Interests
shall have the right to exercise such Primary Investors'(or such transferee's)
right to utilize one of two such Demand Filings by written notification to the
Partnership and General Partner in accordance with the terms and conditions of
the Registration Rights Agreement. Notwithstanding anything herein to the
contrary, the right of Partnership Group Members to participate in any Filing
with respect to Conversion Shares owned by them shall continue notwithstanding
any termination of this Agreement for so long as the Registration Rights
Agreement is in full force and effect.
ARTICLE III
[INTENTIONALLY OMITTED]
ARTICLE IV
TAG-ALONG RIGHTS
SECTION 4.1 RIGHTS TO PARTICIPATE IN TRANSFER.
(a) If Chancery Lane, GSC or DB Capital proposes to transfer (the
proposing party, the "Transferring Partner") all or a portion of the Conversion
Shares which it owns, or to which it is entitled, to a Third Party pursuant to a
Bona Fide Offer (a "Tag-Along Sale"), the Transferring Partner shall provide: in
the case of GSC, to Chancery Lane; in the case of Chancery Lane, to GSC and DB
Capital; and in the case of DB Capital, to Chancery Lane, the opportunity to
exercise the right under this Section 4.1 to "tag along"
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(the "Tag-Along Right") with the Transferring Partner in the proposed transfer
as follows (the party provided such Tag-Along Right as specified above, a "Tag-
Along Person"):
(b) In the event of a proposed Tag-Along Sale:
(i) the Transferring Partner shall provide to its applicable
Tag-Along Person written notice of the terms and conditions of
such proposed Tag-Along Sale as further described in Section
4.1(c) ("Tag-Along Notice"), at least 10 days prior to the
consummation of such proposed Tag-Along Sale, and shall offer
such Tag-Along Person the opportunity to participate in such
Tag-Along Sale on the terms and conditions set forth in this
Section 4.1; and
(ii) the applicable Tag-Along Person shall be entitled to sell up
to the Pro Rata Portion (as defined below) of the Conversion
Shares which it owns, or to which it is entitled at the same
price and on the same terms as the Conversion Shares proposed
to be sold by the Transferring Partner in such Tag-Along Sale
in accordance with the terms set forth in this Section 4.1.
The "Pro-Rata Portion" of the applicable Tag-Along Person's Conversion Shares
shall mean a number of such Conversion Shares equal to the product of:
(A) a fraction, the numerator of which is the amount of
Conversion Shares proposed to be Transferred by the
Transferring Partner in such Tag-Along Sale and the
denominator of which is the total number of Conversion
Shares to which the Transferring Partner and any Person
that Controls or is Controlled by such Transferring
Partner immediately prior to Transferring such Conversion
Shares is entitled or owns; and
(B) the total amount of Conversion Shares to which the
applicable Tag-Along Person is entitled or owns at the
time of the Tag-Along Sale;
(c) The Tag-Along Notice shall identify the proposed transferee, the
number of Conversion Shares proposed to be sold by the Transferring Partner in
the Tag-Along Sale and the total number of Conversion Shares to which such
Transferring Partner and its Affiliates is entitled or owns collectively, the
price at which the Transfer of Conversion Shares is proposed to be made, and all
other terms and conditions of the proposed Tag-Along Sale. From the date of the
receipt of the Tag-Along Notice, the applicable Tag-Along Person shall have a
Tag-Along Right, exercisable by written notice ("Tag-Along Response Notice")
given to the Transferring Partner within 5 days from the date of receipt of the
Tag-Along Notice (the "Tag-Along Response Notice Period"), to request that the
Transferring Partner participating in such Tag-Along Sale include in the
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proposed Transfer the number of Conversion Shares to which the applicable
Tag-Along Person is entitled or owns (up to its Pro Rata Portion) at the same
price and on the same terms and conditions set forth in the Tag-Along Notice;
provided, however, that if the aggregate number of Conversion Shares proposed to
be sold by the Transferring Partner and all applicable Tag-Along Persons in such
Tag-Along Sale exceeds the number of Conversion Shares which can be sold on the
terms and conditions set forth in the Tag-Along Notice, then the number of
Conversion Shares to be sold by the Transferring Partner and all Tag-Along
Persons in such sale shall be reduced pro rata among them, based on the number
requested to be sold in the Tag Along Response Notice, as necessary to complete
the Tag Along Sale as set forth in the Tag Along Notice; and, provided further,
that if following a Tag-Along Person's exercise of its Tag-Along Right the
number of Conversion Shares to be sold by the Transferring Partner is less than
the number of Conversion Shares to be sold by any Tag-Along Person, then the
number of Conversion Shares to be sold by the Transferring Partner and each such
Tag-Along Person shall be adjusted so that the amounts to be sold by each such
Person are equal.
(d) Delivery of a Tag-Along Response Notice by a Tag-Along Person to
the Transferring Partner pursuant to Section 4.1(c) shall constitute an
irrevocable election by each such Tag-Along Person to sell the number of
Conversion Shares to which it is entitled or owns as is specified in such
Tag-Along Response Notice in such Tag-Along Sale. If, within 90 days of the date
on which Tag-Along Rights may have been waived or exercised, the Tag-Along Sale
has not been consummated on substantially the same terms and conditions set
forth in the Tag-Along Notice, all restrictions on Transfers of Conversion
Shares contained in this Agreement or otherwise applicable at such time with
respect to Conversion Shares to which the applicable Tag-Along Persons are
entitled or own shall again be in effect.
(e) If at the termination of the Tag-Along Response Notice Period any
Tag-Along Person shall not have exercised its Tag-Along Right by providing the
Transferring Person with a Tag-Along Response Notice, such Tag-Along Person
shall be deemed to have waived its Tag-Along Right with respect to Transferring
its Conversion Shares pursuant to such Tag-Along Sale.
(f) If any Tag-Along Person declines to exercise its Tag-Along Right or
elects to exercise its Tag-Along Right with respect to less than such Tag-Along
Person's Pro-Rata Portion or Tag-Along Portion, as the case may be, of any
Conversion Shares proposed to be Transferred by any Transferring Partner in a
Tag-Along Sale as provided under this Section 4.1, then the Transferring Partner
and the Tag-Along Person exercising its rights to sell its full Pro Rata Portion
or Tag-Along Portion, as the case may be, of such Conversion Shares shall be
entitled to Transfer, pursuant to the Tag-Along Sale, an additional amount of
Conversion Shares to which it is entitled or owns equal to its pro rata share
relative to each other, based on the aggregate number of Conversion Shares to
which such Tag-Along Person is entitled or owns, of the number of Conversion
Shares, with respect to which Tag-Along Rights were not exercised in full by the
other Tag-Along Person.
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(g) The Transferring Partner may sell, on behalf of itself and any
applicable Tag-Along Person who exercises its Tag-Along Right pursuant to this
Section 4.1, the Conversion Shares entitled to be Transferred in the Tag-Along
Sale on the terms and conditions set forth in the Tag-Along Notice within 90
days of the date on which Tag-Along Rights shall have been waived or exercised.
If, at the end of such 90 day period, the Transferring Partner has not completed
the sale, such Transferring Partner shall no longer be permitted to sell without
fully complying with the provisions of this Article IV.
(h) Notwithstanding anything in this Article IV to the contrary,
Chancery Lane shall only be required to provide DB Capital, and DB Capital shall
only be required to provide Chancery Lane, with the opportunity to exercise
Tag-Along Rights under this Article IV for privately negotiated sales of
Conversion Shares that are not effected on a securities exchange, electronic
trading floor or block trade and that are effected within six months after the
date the Partnership distributes Conversion Shares to such of Chancery Lane or
DB Capital as is the Transferring Party.
ARTICLE V
MISCELLANEOUS
SECTION 5.1 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement among the parties with
respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements and understandings, both oral and written, between
the parties with respect to the subject matter hereof.
SECTION 5.2 BINDING EFFECT; BENEFIT
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, successors, legal representatives and
permitted assigns. Nothing in this Agreement, expressed or implied, is intended
to confer on any Person other than the parties hereto, and their respective
heirs, successors, legal representatives and permitted assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement.
SECTION 5.3 ASSIGNABILITY
Except as otherwise provided herein, neither this Agreement nor any
right, remedy, obligation or liability arising hereunder or by reason hereof
shall be assignable by the Partnership or any Partnership Group Member; provided
that any Person acquiring Restricted Securities who is required by the terms of
this Agreement to become a party hereto shall execute and deliver to the
Partnership an agreement to be bound by this Agreement and shall thenceforth be
a "Partnership Group Member."
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SECTION 5.4 AMENDMENT; WAIVER; EFFECTIVENESS AND TERMINATION
(a) No provision of this Agreement may be waived except by an
instrument in writing executed by the party against whom the waiver is to be
effective. No provision of this Agreement may be amended or otherwise modified
except by an instrument in writing executed by Chancery Lane and GSC and, only
in the case of any amendment, including any amendment to the Debenture Purchase
Agreement, that materially and adversely affects the rights or obligations of
any other parties hereto, by such other parties.
(b) This Agreement shall be effective as of the date hereof and shall
terminate on the earlier to occur of (i) the tenth anniversary of the date
hereof, (ii) the termination of this Agreement by Chancery and GSC in writing
(provided that such termination shall not materially and adversely affect the
rights of any Partner without such Partner's consent), or (iii) the termination
of the transfer restrictions relating to the Restricted Securities pursuant to
the Debenture Purchase Agreement. Sections 2.4, 4.1(h) and Article V shall
survive any termination of this Agreement. Solely with respect to the rights
between the Primary Investors, Section 4.1 shall survive any termination of this
Agreement until such time as either Primary Investor owns less than U.S. $2
million in value of Conversion Shares (on an as-converted basis) based on the
then current closing market price of such securities. As between DB Capital and
Chancery Lane, Section 4.1 shall survive until the expiration of the six month
period specified in Section 4.1(h).
SECTION 5.5 NOTICES
All notices and other communications given or made pursuant hereto or
pursuant to any other agreement among the parties, unless otherwise specified,
shall be in writing and shall be deemed to have been duly given and received
when sent by fax or delivered personally or on the third Business Day after
being sent by registered or certified U.S. mail (postage prepaid, return receipt
requested) to the parties at the fax number or address set forth below or at
such other addresses as shall be furnished by the parties by like notice:
(i) if to the Partnership, to:
Chancery Lane/GSC Investors L.P. c/o CLGI, Inc.
0 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Executive
Fax: (000) 000-0000
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(ii) if to Chancery Lane, to
Chancery Lane MIC, L.P.
0 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Fax: (000) 000-0000
(iii) if to GSC, to:
Greenwich Street Capital Partners II, L.P.
GSCP Offshore Fund, L.P.
Greenwich Fund, L.P.
Greenwich Street Employees Fund, L.P.
TRV Executive Fund, L.P.
x/x Xxxxxxxxx Xxxxxx Xxxxxxxxxxx XX, X.X.X.
00 Xxxx 00xx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
Fax: (000) 000-0000
(iv) if to the Other Investors, to the address and fax numbers
provided on the signature page hereto or otherwise provided
in writing by such investors to the Partnership from time to
time.
Any Person who becomes a Partnership Group Member shall provide its
address and fax number to the Partnership.
SECTION 5.6 HEADINGS
The headings contained in this Agreement are for convenience only and
shall not affect the meaning or interpretation of this Agreement.
SECTION 5.7 COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument.
SECTION 5.8 APPLICABLE LAW
This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Delaware, without regard to the conflicts of laws rules
of such state.
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SECTION 5.9 SPECIFIC PERFORMANCE
Each party hereto acknowledges that the remedies at law of the other
parties for a breach or threatened breach of this Agreement would be inadequate
and, in recognition of this fact, any party to this Agreement, without posting
any bond, and in addition to all other remedies which may be available, shall be
entitled to obtain equitable relief in the form of specific performance, a
temporary restraining order, a temporary or permanent injunction or any other
equitable remedy which may then be available.
SECTION 5.10 CONSENT TO JURISDICTION; EXPENSES
(a) Any suit, action or proceeding seeking to enforce any provision of,
or based on any matter arising out of or in connection with, this Agreement or
the transactions contemplated hereby shall be brought in any Federal Court
sitting in the State of Delaware or any Delaware state court, and each of the
parties hereby consents to the exclusive jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit, action or proceeding
and irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of the venue of any such suit,
action or proceeding in any such court or that any such suit, action or
proceeding which is brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction
of any such court. Without limiting the foregoing, each party agrees that
service of process on such party by any method provided in Section 5.5 shall be
deemed effective service of process on such party and consents to the personal
jurisdiction of any Federal Court sitting in the State of Delaware, or any
Delaware state court.
(b) In any dispute arising under this Agreement among or between any of
the parties hereto, the costs and expenses (including, without limitation, the
reasonable fees and expenses of counsel) incurred by the prevailing party shall
be paid by the party that does not prevail.
SECTION 5.11 SEVERABILITY
If one or more provisions of this Agreement are held to be
unenforceable to any extent under applicable law, such provision shall be
interpreted as if it were written so as to be enforceable to the maximum
possible extent so as to effectuate the parties intent to the maximum possible
extent, and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its terms
to the maximum extent permitted by law.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above stated.
CLGI, INC. CHANCERY LANE MIC, L.P.
By: CLGI, Inc., General Partner
By:__________________________ By:__________________________
Name: Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx
Title: Deputy Chairman Title: Deputy Chairman
GREENWICH STREET CAPITAL PARTNERS II, L.P.
GSCP OFFSHORE FUND, L.P.
GREENWICH FUND, L.P.
GREENWICH STREET EMPLOYEES FUND, L.P.
TRV EXECUTIVE FUND, L.P.
By: Greenwich Street Investments II, L.L.C.,
General Partner
By:__________________________
Name:
Title:
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above stated.
DB CAPITAL INVESTORS, L.P.
By: DB Capital Partners, L.P., its General Partner
By: DB Capital Partners, Inc., its General Partner
By:_________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Director
Address: 000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Email: xxxxxxx.x.xxxxxxx@xx.xxx
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above stated.
BTIP/XXXXXXXX XXXXXXX
By:_____________________________________
Name: Xxxxx Xxxxxxxxx
Title: Partner / Xxxxxxxx Xxxxxxx & Co.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above stated.
XXXXXX X. XXXXXX
--------------------
Address: 000 Xxxxxxxxx Xxxxx Xx.
Xxxxxxxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxxxxxxx@xxx.xxx
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above stated.
XXXXX X. XXXXXX
--------------------
Address: 00 Xxxxxxxxxxx Xxxx Xxxx
Xxxxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxxxxxxxxxxxx@xxx.xxx
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above stated.
XXXXXX X. XXXXX
--------------------
Address: 00 Xxxxxxx Xxxxx
Xxxxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Email: XXX00@xxx.xxx
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above stated.
XXXXXX XXXXXXX III
--------------------
Address: 000 Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Email: XX0000@xxx.xxx
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above stated.
XXXX XXXXXXXX
--------------------
Address: 000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Email: Xxxxxxxxx@xxx.xxx
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above stated.
XXXXXX XXXXXX JR.
--------------------
Address: 000 Xxxxxxxxx Xxxxx Xx.
Xxxxxxxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxxxxxxx@xxx.xxx
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above stated.
XXXXXXX XXXXXX
--------------------
Address: 000 Xxxxxxxxx Xxxxx Xx.
Xxxxxxxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxxxxxxx@xxx.xxx
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above stated.
XXXXX XXXXXX
--------------------
Address: 00 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxxxx@xxxxxxxx.xxx
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above stated.
XXXXXX XXXXXXX
--------------------
Address: 00 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxxxxx@xxxxxxxx.xxx
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above stated.
XXXX XXXX XXXXXXXX 1997 TRUST
--------------------
Address: 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Email: Xxxxxxxxx@
Xxxxxxxxxxxxxxxxxxx.xxx
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