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Exhibit 17(c)(5)
INVESTMENT AGREEMENT
AMONG
SKYLINE ACQUISITION CORP.,
FLEET ENTITIES, LISTED ON SCHEDULE A HERETO
AND
MANAGEMENT GROUP, LISTED ON SCHEDULE A HERETO
DATED AS OF NOVEMBER 26, 1997
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INVESTMENT AGREEMENT
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November 26, 1997
Management Group,
listed on Schedule A hereto
c/o Skyline Chili, Inc.
0000 Xxxxxxxxxxx Xxxx
Xxxxxxxxx, Xxxx 00000
Fleet Entities,
listed on Schedule A hereto
c/o Fleet Equity Partners
00 Xxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxxxxx, XX 00000
Ladies and Gentlemen:
The undersigned, Skyline Acquisition Corp., a Delaware corporation (the
"Company"), hereby agrees with you as follows:
ARTICLE I.
DEFINITIONS
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For all purposes of this Agreement the following terms shall have the
meanings set forth in this Article I:
CLOSING. The term "Closing" shall have the meaning specified in SECTION
3.1 of this Agreement.
CLOSING DATE. The term "Closing Date" shall have the meaning specified
in SECTION 3.1 of this Agreement.
COMPANY. The term "Company" shall have the meaning specified in the
introduction to this Agreement; provided that following the consummation of the
Merger, the term "Company" shall mean the Surviving Corporation, as
successor-in-interest to the Company.
CONSENT OF FLEET ENTITIES. The term "Consent of Fleet Entities" shall
mean the written consent of each of the Fleet Entities.
CONSOLIDATED OR CONSOLIDATED. The term "Consolidated" or "consolidated"
shall mean, with reference to any term defined herein, that term as applied to
the accounts of the Company, if any, consolidated in accordance with generally
accepted accounting principles.
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EFFECTIVE TIME. The term "Effective Time" shall have the meaning
ascribed thereto in the Merger Agreement.
EXCHANGE VALUE. The term "Exchange Value" shall mean (a) with respect
to Skyline Shares, an amount equal to the number of such Skyline Shares
MULTIPLIED BY $6.75 per share, and (b) with respect to a Skyline Option, an
amount equal to (i) $6.75 per share, MULTIPLIED BY (ii) the number of Skyline
Shares issuable upon exercise of such Skyline Option as are currently listed as
Class A Common Options on Schedule A.
FINANCING COMMITMENT. The term "Financing Commitment" shall have the
meaning ascribed thereto in the Merger Agreement.
FLEET ENTITIES. The term "Fleet Entities" shall mean the persons
designated on Schedule A hereto as the Fleet Entities.
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES OR GAAP. The term "generally
accepted accounting principles" or "GAAP" shall mean accounting principles which
are (a) consistent with the principles promulgated or adopted by the Financial
Accounting Standards Board and its predecessors, in effect from time to time,
(b) applied on a basis consistent with prior periods, and (c) such that a
certified public accountant would, insofar as the use of accounting principles
is pertinent, be in a position to deliver an unqualified opinion as to financial
statements in which such principles have been properly applied.
INDEBTEDNESS. The term "Indebtedness" shall mean all obligations,
contingent and otherwise, which in accordance with generally accepted accounting
principles should be classified on the obligor's balance sheet as liabilities,
or to which reference should be made by footnotes thereto, including without
limitation, in any event and whether or not so classified: (i) all debt and
similar monetary obligations, whether direct or indirect; (ii) all liabilities
secured by any mortgage, pledge, security interest, lien, charge or other
encumbrance existing on property owned or acquired subject thereto, whether or
not the liability secured thereby shall have been assumed; (iii) all guaranties,
endorsements and other contingent obligations whether direct or indirect in
respect of Indebtedness or performance of others, including any obligation to
supply funds to or in any manner to invest in, directly or indirectly, the
debtor, to purchase Indebtedness, or to assure the owner of Indebtedness against
loss, through an agreement to purchase goods, supplies, or services for the
purpose of enabling the debtor to make payment of the Indebtedness held by such
owner or otherwise; and (iv) obligations to reimburse issuers of any letters of
credit.
MANAGEMENT GROUP. The term "Management Group" shall mean the persons
designated on Schedule A hereto as the Management Group.
MATERIAL ADVERSE EFFECT. The term "Material Adverse Effect" shall have
the meaning ascribed to such term in the Merger Agreement.
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MERGER. The term "Merger" shall have the meaning ascribed to such term
in the Merger Agreement.
MERGER AGREEMENT. The term "Merger Agreement" shall mean THAT CERTAIN
AGREEMENT AND PLAN OF AGREEMENT, DATED AS OF THE DATE HEREOF, BY AND AMONG THE
COMPANY, SKYLINE CHILI AND CERTAIN STOCKHOLDERS OF SKYLINE CHILI, AS THE SAME
MAY BE AMENDED, SUPPLEMENTED, RESTATED, REPLACED OR OTHERWISE MODIFIED, IN EACH
CASE FROM TIME TO TIME AND WHETHER IN WHOLE OR IN PART.
OPTION RETENTION AGREEMENT. The term "Option Retention Agreement" shall
have the meaning ascribed to such term in the Merger Agreement.
PERSON. The term "Person" shall mean an individual, partnership,
corporation, limited liability company, association, trust, joint venture,
unincorporated organization, and any government, governmental department or
agency or political subdivision thereof.
PROPERTIES. The term "Properties" shall mean the properties leased
and/or operated by the Company and its Subsidiaries.
PURCHASE PRICE. The term "Purchase Price" with respect to any Purchaser
shall mean the aggregate purchase price payable by such Purchaser for the
Purchased Shares to be purchased by such Purchaser pursuant hereto.
PURCHASED SECURITIES. The term "Purchased Securities" shall have the
meaning ascribed thereto in SECTION 2.1 of this Agreement and shall include any
shares of Capital Stock of the Company into which the Purchased Securities may
be converted.
PURCHASERS. The term "Purchasers" shall have the meaning ascribed
thereto in SECTION 2.1 of this Agreement.
REGULATORY VIOLATION. The term "Regulatory Violation" means (a) a
diversion of the proceeds of the sale of the Purchased Securities from the
reported use thereof described on the use of proceeds statement delivered by the
Company at the Closing, if such diversion was effected without obtaining the
prior written consent of each SBIC Holder (which consent may be withheld in such
SBIC Holder's sole discretion) or (b) a change in the principal business
activity of the Company to an ineligible business activity (within the meaning
of the Small Business Investment Act of 1958, as amended, or the SBIC
Regulations), if such change occurs within one year after the date of the
initial purchase of the Purchased Securities hereunder.
RELATED AGREEMENTS. The term "Related Agreements" shall have the
meaning ascribed thereto in the Merger Agreement.
RETAINED OPTIONS. The term "Retained Options" shall have the meaning
ascribed thereto in the Merger Agreement.
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SBA. The term "SBA" means the United States Small Business
Administration, and any successor agency performing the functions thereof.
SBIC. The term "SBIC" means a Small Business Investment Company
licensed by the SBA under the Small Business Investment Act of 1958, as amended.
SBIC HOLDER. The term "SBIC Holder" means , individually or
collectively, as the context may require, and any successor holder of the
Purchased Securities that is an SBIC.
SBIC REGULATIONS. The term "SBIC Regulations" has the meaning ascribed
to it in Section 5.03 of this Agreement.
SECURITIES ACT. The term "Securities Act" shall mean the Securities Act
of 1933, as amended, or any successor federal statute, and the rules and
regulations of the Securities and Exchange Commission thereunder, all as the
same shall be in effect at the time.
SKYLINE CHILI. The term "Skyline Chili" shall mean Skyline Chili, Inc.,
an Ohio corporation.
SKYLINE OPTION. The term "Skyline Option" shall mean the Retained
Options held by the members of the Management Group.
SKYLINE SHARES. The term "Skyline Shares" shall mean the shares of the
Common Stock, no par value, Skyline Chili.
SUBSIDIARY. "Subsidiary" shall mean any Person of which the Company or
other specified Person now or hereafter shall, at the time, own directly or
indirectly through a Subsidiary at least a majority of the outstanding capital
stock (or other shares of beneficial interest) entitled to vote generally.
SURVIVING CORPORATION. The term "Surviving Corporation" shall have the
meaning ascribed thereto in the Merger Agreement.
ARTICLE II
SALE AND PURCHASE OF PURCHASED SECURITIES;
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RETAINED OPTIONS
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SECTION 2.1. SALE AND PURCHASE OF PURCHASED SECURITIES. Subject to all
of the terms and conditions hereof and in reliance on the representations and
warranties set forth or referred to herein and/or in the Related Agreements, the
Company agrees to sell to the Fleet Entities and the Management Group
(collectively, the "Purchasers"), and each of the Purchasers, severally but not
jointly, agrees to purchase from the Company, the shares of the Class A Voting
Common Stock, no par value, and Class B Nonvoting Common Stock, no par value, in
the amounts allocated to such Purchaser as more particularly described on
SCHEDULE A hereto (the "Purchased Securities").
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SECTION 2.2. PURCHASE PRICE.
SECTION 2.2.1. The purchase price per share for the Purchased
Securities shall be $6.75 per share. The aggregate purchase price payable by
each Purchaser for the Purchased Securities to be purchased hereunder is set
forth on SCHEDULE A hereto.
SECTION 2.2.2. Each of the Fleet Entities shall pay the Purchase
Price to be paid by it by wire transfer of immediately available funds to the
Company.
SECTION 2.2.3. Each member of the Management Group shall pay the
Purchase Price to be paid by him or her by delivery to the Company of the
following:
(a) the number of Skyline Shares (together with appropriate executed
stock powers) specified in SCHEDULE A; and
(b) cash in the amount specified in SCHEDULE A in the form of
immediately available funds by wire transfer.
All or a part of the Skyline Shares and cash to be delivered by any member of
the Management Group may be provided by the trustee of such member's XXX or
non-qualified deferred compensation plan account. At the direction of any such
member of the Management Group, the Purchased Securities acquired with such
Skyline Shares or cash shall be registered in the name of such trustee.
SECTION 2.3. RETAINED OPTIONS. Each member of the Management Group
shall execute and deliver at the Closing an Option Retention Agreement with
respect to the Skyline Options specified in SCHEDULE A; provided that the
aggregate Exchange Value of the Skyline Shares delivered by each member of the
Management Group pursuant to SECTION 2.2.3 and the Skyline Options subject to an
Option Retention Agreement executed and delivered by such member pursuant to
this SECTION 2.3 PLUS the amount wire transferred by such member pursuant to
SECTION 2.2.3, shall at least equal the Purchase Price payable by such member of
the Management Group.
ARTICLE III
CLOSING
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SECTION 3.1. CLOSING. The purchase and sale of the Purchased Securities
(the "Closing") will take place at the offices of Xxxxxxx & Xxxxxx, 0000
Xxxxxxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxx Xxxxxx 00000 on the same date as the
consummation of the transactions under the Merger Agreement (the "Closing
Date").
SECTION 3.2. CONDITIONS TO CLOSING BY FLEET ENTITIES. The obligation of
the Fleet Entities to purchase the Purchased Securities allocable to them is
subject to the satisfaction, at or before the Closing Date, of all the
conditions set out below:
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SECTION 3.2.1. All actions by Skyline Chili, the Management Group,
the Company and each other Person (other than the Fleet Entities) with respect
to the transactions contemplated hereby and by the Related Agreements and all
agreements and documents related thereto shall be satisfactory in form and
substance to the Fleet Entities and their counsel.
SECTION 3.2.2. The consummation of the transactions contemplated
hereby and by the other Related Agreements, on or prior to such time.
SECTION 3.2.3. The consummation of the transactions contemplated by
the Financing Commitment, including without limitation the receipt of the loan
proceeds described therein.
SECTION 3.3. CONDITIONS TO CLOSING BY MANAGEMENT GROUP. The obligation
of each member of the Management Group to purchase the Purchased Securities
allocable to him or her is subject to the satisfaction, at or before the
Closing, of all the conditions set out below:
SECTION 3.3.1. All actions by Skyline Chili, the Fleet Entities, the
Company and each other Person (other than the Management Group) with respect to
the transactions contemplated hereby and by the Related Agreements and all
agreements and documents related thereto shall be satisfactory in form and
substance to the Management Group and their counsel.
SECTION 3.3.2. The consummation of the transactions contemplated
hereby and by the other Related Agreements, on or prior to such time.
SECTION 3.4. ACTIONS PRIOR TO THE CLOSING. All actions to be taken by
the Company in respect of this Agreement and the Other Related Agreements shall
be taken solely with (a) the written consent of the stockholders and directors
of the Company existing on the date hereof or otherwise so designated hereafter
with the consent of the Fleet Entities, and (b) the Consent of the Fleet
Entities. In addition, no party other than the stockholder of the Company
existing on the date hereof shall have any equity interest whatsoever in the
Company prior to the Closing.
ARTICLE IV
USE OF PROCEEDS; REPORTS
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The proceeds from the sale of the Purchased Securities hereunder will
be used solely to effect the transactions contemplated hereunder and under the
other Related Agreements. The Company does not presently engage in, nor shall
hereafter engage in, any activities, nor shall the Company use the proceeds of
the sale of the Purchased Securities directly or indirectly for any purpose, for
which an SBIC is prohibited from providing funds by the SBIC Regulations
(including 13 CFR 107.720). The Company covenants and agrees to provide the
Fleet Entities with such information as they may reasonably request to verify
the use of the proceeds from the sale of the Purchased Securities.
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At Closing, the Company shall deliver to each SBIC Holder a written
statement certified by the Company's chief executive officer or president
describing in reasonable detail the use of the proceeds of the sale of the
Purchased Securities hereunder by the Company. In addition to any other rights
granted hereunder, the Company shall grant such SBIC Holder and the SBA access
to the Company's records for the purpose of verifying the use of such proceeds.
The Company shall deliver to each SBIC Holder at the Closing:
(i) duly completed and executed SBA Forms 480, 652 and Part A
of 1031,
(ii) a business plan showing the Company's financial
projections (including balance sheets and income and cash flow
statements) through 1998,
(iii) a written statement from the Company regarding its
intended use of the proceeds of the sale of the Purchased Securities,
and
(iv) a list, after giving effect to the transactions
contemplated by this Agreement, of (a) the name of each of the
Company's officers, (b) the name and title of each of the Company's
directors, and (c) the name of each of the Company's shareholders
setting forth the number and class of shares of Capital Stock of the
Company held.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
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In order to induce the Purchasers to enter into this Agreement, the
Company hereby represents and warrants that:
SECTION 5.01. AUTHORIZATION. The execution, delivery and performance by
the Company of this Agreement and of each Related Agreement to which it is a
party (a) are within the Company's power and authority, (b) have been duly
authorized by all requisite corporate action, and (c) do not conflict with or
result in any breach of any provision of, or the creation of any lien upon any
of the property of the Company pursuant to any of its organizational documents
or any law, regulation, order, judgment, writ, injunction, license, permit,
agreement or instrument to which it is a party or subject, the non-compliance
with which would a Material Adverse Effect on the Company or the Surviving
Corporation.
SECTION 5.02. ENFORCEABILITY. The execution and delivery by the Company
of this Agreement and of each of the Related Agreements to which it is a party
will result in legally binding obligations of the Company enforceable against
the Company in accordance with the respective terms and provisions hereof and
thereof, except to the extent (a) such enforceability is limited by bankruptcy,
insolvency, reorganization, moratorium or other laws relating to or affecting
generally the enforcement of creditors' rights and (b) that the availability of
the remedy
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of specific performance or injunctive or other equitable relief is subject to
the discretion of the court before which any proceeding therefor may be brought.
SECTION 5.03. SMALL BUSINESS CONCERN. The Company, together with its
"affiliates" (as defined in 13 CFR 121.401), qualifies (and, following the
consummation of the Merger, will qualify) as a "small business concern" within
the meaning of the Small Business Investment Act of 1958, as amended, and as a
"small concern" within the meaning of the rules and regulations thereunder
pertaining to financing by small business investment companies (the "SBIC
Regulations"). The Company will conduct its business in all respects and
maintain its properties and facilities in such a manner that the financing and
financial assistance provided by the SBIC Holders will comply with the SBIC
Regulations. The Company has executed and delivered (or will execute and deliver
at the Closing) to the Fleet Entities all documents required in connection with
the acquisition of the Purchased Securities and required by the rules and
regulations applicable to each of the SBIC Holders by virtue of its status as a
"small business investment company", and the information regarding the Company
and its affiliates contained in such documents will be accurate and complete.
ARTICLE VI
COVENANTS APPLICABLE TO THE COMPANY
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The Company covenants to the Purchasers that the Company will comply,
and will cause each of its Subsidiaries to comply, with the following
provisions. Any noncompliance or waiver of the following provisions shall
require the Consent of Fleet Entities. For purposes of this Article VI, the term
"Company" shall mean and include the Company and each of its Subsidiaries, now
existing or which shall hereafter be acquired.
SECTION 6.01. RECORDS AND ACCOUNTS. The Company will keep true and
accurate records and books of account in which full, true and correct entries
will be made in accordance with generally accepted accounting principles and
maintain adequate accounts and reserves for all taxes, all depreciation,
depletion, obsolescence and amortization of its Properties, all contingencies,
and all other reserves in accordance with GAAP.
SECTION 6.02. EXISTENCE; MAINTENANCE OF PROPERTIES. The Company will
preserve and keep in full force and effect its rights, franchises and existence
as a corporation. The Company will maintain all of its Properties used or useful
in the conduct of its business in good condition, repair and working order
(normal wear and tear excepted) and cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times.
SECTION 6.03. INSURANCE. The Company will maintain with financially
sound and reputable insurance companies, funds or underwriters insurance
(including directors and officers liability insurance so-called) of the kinds,
covering the risks and in the relative proportionate amounts
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usually carried by reasonable and prudent companies conducting businesses
similar to that of the Company.
SECTION 6.04. TAXES. The Company will pay and discharge, or cause to be
paid and discharged, before the same shall become overdue, all taxes,
assessments and other governmental charges imposed upon it and its Properties,
sales and activities, or any part thereof, or upon the income or profits
therefrom, as well as all claims for labor, materials, or supplies, which if
unpaid might by law become a lien or charge upon any of their Properties;
PROVIDED, HOWEVER, that any such tax, assessment, charge, levy or claim need not
be paid if the validity or amount thereof shall currently be contested in good
faith in a timely fashion by appropriate proceedings and if the Company shall
have set aside on its books adequate reserves with respect thereto; and
PROVIDED, FURTHER, that the Company will in any event pay or cause to be paid
all such taxes, assessments, charges, levies or claims forthwith upon the entry
of a judgment of foreclosure on any lien which may have attached as security
therefor.
SECTION 6.05. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES AND PERMITS.
The Company will comply with (a) all applicable laws and regulations wherever
its business is conducted, the non-compliance with which would have a materially
adverse impact on the business of the Company, (b) the provisions of this
Agreement, (c) all agreements and instruments by which it or any of its
Properties may be bound (including, without limitation, the Related Agreements),
(d) all applicable decrees, orders, and judgments by which it or any of its
Properties may be bound, and (e) all required authorizations, consents,
approvals, permits and licenses. If at any time any authorization, consent,
approval, permit or license from any officer, agency or instrumentality of any
government shall become necessary or required in order that the Company may
fulfill any of its obligations hereunder, the Company will immediately take or
cause to be taken all reasonable steps within its power to obtain such
authorization, consent, approval, permit or license and furnish the Fleet
Entities with evidence thereof.
SECTION 6.06. FURTHER ASSURANCES. The Company will cooperate with the
Fleet Entities and the Management Group and execute such further instruments and
documents as they shall reasonably request to carry out to their satisfaction
the transactions contemplated by this Agreement.
SECTION 6.07. NOTICES. The Company will promptly notify the Fleet
Entities in writing if any Person shall give any notice or take any other action
in respect of a claimed default under this Agreement or any of the Related
Agreements or any other default with respect to a material agreement to which
the Company is a party.
SECTION 6.08. CREDIT AGREEMENT COVENANTS. The Company shall comply with
all of the covenants and provisions contained in the credit, loan or other
agreement (the "Credit Agreement") to be entered into with The Provident Bank,
pursuant to which the senior secured credit facility described in the Financing
Commitment will be provided, as if the Fleet Entities were named as a lender or
agent therein and as if such covenants were incorporated herein by reference.
Unless waived by the Fleet Entities, such obligation shall not be affected by
any
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termination of the Credit Agreement or by any approval, consent, opinion or
waiver given pursuant thereto.
SECTION 6.09. ANNUAL STATEMENTS. As soon as available and in any event
within 90 days after the close of each fiscal year of the Company commencing
with the fiscal year ending on October 25, 1998, the Company will deliver to the
Fleet Entities audited consolidated, and if applicable, consolidating, balance
sheets and statements of income and retained earnings and of cash flows of the
Company, certified by the Company's chief executive officer and chief financial
officer and audited by Ernst & Young LLP (or another "big five" accounting firm
approved by the Fleet Entities. The Company shall not change such independent
public accounting firm unless consented to by the Fleet Entities. Each of the
financial statements delivered hereunder shall be certified without
qualification by such accounting firm to have been prepared in accordance with
generally accepted accounting principles consistently applied. The financial
statements shall be sufficient to permit the Fleet Entities to verify the
financial condition of the Company and to value their investment in the
Purchased Securities as required by 13 CFR 107.700. The Company shall also
deliver to the Fleet Entities at the time of delivery of such annual financial
statements a copy of the management letter issued in connection with such annual
financial statements.
SECTION 6.10. QUARTERLY STATEMENTS. As soon as available and in any
event within 45 days after the end of each fiscal quarter, commencing with the
fiscal quarter ending after the Effective Time, the Company will deliver to the
Fleet Entities consolidated and if applicable, consolidating, unaudited balance
sheets and statements of income and retained earnings and of cash flows of the
Company as of the end of each such fiscal quarter and on a year-to-date basis,
certified by the chief executive officer and chief financial officer of the
Company to be true and correct in all material respects and to have been
prepared in accordance with generally accepted accounting principles
consistently applied, subject to normal year-end adjustments.
SECTION 6.11. MONTHLY STATEMENTS. Within 30 days after the end of each
four week accounting period ending after the Effective Time, the Company will
deliver to the Fleet Entities consolidated and, if applicable, consolidating
internal, unaudited balance sheets and statements of income and retained
earnings and cash flows of the Company as of the end of each such month and on a
year-to-date basis, certified by the chief executive officer and chief financial
officer of the Company to be true and correct and to have been prepared in
accordance with generally accepted accounting principles consistently applied,
subject to normal year-end adjustments.
SECTION 6.12. NOTICE OF LITIGATION, DEFAULTS ETC. The Company will
promptly give notice to each Fleet Entity of any litigation or any
administrative proceeding to which the Company may hereafter become a party
which, after giving effect to applicable insurance, may result in any Material
Adverse Effect. Forthwith upon any officer of the Company obtaining knowledge of
any material default or event of default under any Related Agreement or any
agreement relating to any Indebtedness, the Company will furnish a notice to
each of the Fleet Entities specifying the nature and period of existence thereof
and what action the Company has taken, is taking or proposes to take with
respect thereto. Promptly after the receipt thereof, the Company will provide
copies to each of the Fleet Entities of any reports as to adequacies in
accounting controls submitted by independent accountants with respect to the
Company.
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SECTION 6.13. OTHER INFORMATION. The Company will deliver to the Fleet
Entities copies of all documents and other written information distributed from
time to time to the Board of Directors or shareholders of the Company at such
time as such documents and other written information are so distributed to them.
In addition, from time to time upon the request of the Fleet Entities, the
Company will furnish such information regarding the business, affairs, prospects
and financial condition of the Company as the Fleet Entities may reasonably
request. The Fleet Entities shall have the right during normal business hours to
examine the books and records of the Company, to make copies, notes and
abstracts therefrom, and to make an independent examination of the books and
records of the Company.
SECTION 6.14. SBIC REGULATORY PROVISIONS.
(a) ECONOMIC IMPACT INFORMATION. Promptly after the end of each fiscal
year (but in any event prior to February 28 of each year) the Company shall
deliver to each SBIC Holder a written assessment of the economic impact of each
SBIC Holder's investment in the Company, specifying the full-time equivalent
jobs created or retained in connection with the investment, the impact of the
investment on the businesses of the Company in terms of expanded revenue and
taxes, and other economic benefits resulting from the investment, including but
not limited to, technology development or commercialization, minority business
development, urban or rural business development, or expansion of exports.
(b) NUMBER OF STOCKHOLDERS. As long as any SBIC Holder holds any
Purchased Securities, or Capital Stock of the Company, the Company shall notify
such SBIC Holder (a) at least 15 days prior to taking any action after which the
number of stockholders of the Company would be increased to 50 or more, and (b)
of any other action or occurrence after which the number of stockholders was
increased (or would increase) to 50 or more, as soon as practicable after the
Company becomes aware that such other action or occurrence has occurred or is
proposed to occur.
ARTICLE VII
DEFAULTS
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SECTION 7.1. EVENTS OF DEFAULT. The Fleet Entities will be entitled to
exercise the remedies provided by SECTION 7.2 hereof in accordance with the
terms thereof if any one or more of the following events shall occur:
(a) the Company or any Subsidiary shall fail to perform or
observe any of the covenants, agreements or provisions to be performed
or observed by any of them under this Agreement or any of the Related
Agreements; or
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(b) any representation or warranty made by the Company in
connection with this Agreement or any Related Agreement or any
amendment thereto shall prove to have been materially false on the date
as of which it was made; or
(c) upon the occurrence of any Regulatory Violation.
Upon the occurrence of any of the events of default set forth above,
the Fleet Entities shall notify the Company in writing and, except in the event
that any such notice and cure period would materially prejudice the Fleet
Entities or the Company, as the case may be, shall have a reasonable
opportunity, not to exceed twenty (20) business days from such written notice,
and in the case of a monetary or payment default five (5) days from such
non-payment, to cure such default. During such cure period, the parties shall
exercise reasonable good faith efforts to agree on a cure or other resolution of
such event of default acceptable to the Fleet Entities.
SECTION 7.2. REMEDIES. If any such event of default described in
Section 7.1 hereof is not cured or otherwise resolved to the satisfaction of the
Fleet Entities by the end of the cure period described in Section 7.1 hereof (to
the extent applicable) in each and every such case, the Fleet Entities may
proceed to protect and enforce their rights by suit in equity, action at law
and/or other appropriate proceedings either for specific performance of any
covenant, provision or condition contained or incorporated by reference in this
Agreement or in aid of the exercise of any power granted in this Agreement. The
Company agrees not to contest the Fleet Entities' right to specific performance
in any court or otherwise. The remedies specifically provided for in this
Agreement to Fleet Entities are intended to be cumulative and shall not be
deemed to exclude any other right or remedy that the Fleet Entities may have at
law or in equity.
SECTION 7.3. WAIVERS. The Company hereby waives, to the extent not
prohibited by applicable law, (a) all presentments, demands for performance and
notices of nonperformance (except to the extent specifically required by the
provisions hereof), (b) any requirement of diligence or promptness on the part
of any holder of Purchased Securities in the enforcement of its rights under the
provisions of this Agreement or any Related Agreement, and (c) any and all
notices of every kind and description which may be required to be given by any
statute or rule of law.
SECTION 7.4. COURSE OF DEALING. No course of dealing between the
Company on the one hand, and the holder of any Purchased Securities, shall
operate as a waiver of any of the Fleet Entities or any subsequent holder's
rights under this Agreement or any Related Agreement. No delay or omission in
exercising any right under this Agreement or any Related Agreement shall operate
as a waiver of such right or any other right. A waiver on any one occasion shall
not be construed as a bar to or waiver of any right or remedy on any other
occasion.
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ARTICLE VIII
SUBSEQUENT HOLDERS OF PURCHASED SECURITIES
------------------------------------------
Whether or not any express assignment has been made in this Agreement,
the provisions of this Agreement that are for the benefit of the Purchasers as
the holders of any Purchased Securities are also for the benefit of, and
enforceable by, all subsequent holders of the Purchased Securities, and the
provisions of this Agreement that subject the Purchasers to obligations as the
holder of any Purchased Securities also subject all subsequent holders of
Purchased Securities thereto (including all restrictions upon resale pursuant to
applicable federal and state securities laws).
ARTICLE IX
EXPENSES
--------
SECTION 9.1. EXPENSES. Subject to the provisions of the Merger
Agreement, from and after the Closing of the transactions contemplated hereunder
and under the Related Agreements, the Company or one of its Subsidiaries shall
pay on demand all reasonable fees, costs and expenses, incurred by the Fleet
Entities in connection with such transactions hereunder and thereunder and in
connection with any amendments or waivers hereof or thereof and all reasonable
expenses incurred by the Fleet Entities in connection with the enforcement of
any rights hereunder or with respect to any Purchased Security, including
without limitation (i) the cost and expenses of preparing and duplicating this
Agreement, each Related Agreement and the Purchased Securities; (ii) the fees,
expenses and disbursements of the Fleet Entities' counsel in connection with
their due diligence investigation of the Company and with the preparation,
review, administration or interpretation of this Agreement and the Related
Agreements and other instruments mentioned herein or therein, the Closing, any
amendments, modifications, approvals, consents or waivers hereto, thereto,
hereunder or thereunder; (iii) the fees, expenses and disbursements of the
Fleet's accountants, environmental consultants, and other consultants, in
connection with their due diligence investigation of the Company; (iv) all taxes
(other than taxes determined with respect to income and taxes relating to any
transfer of the Purchased Securities other than to the Company), including any
recording fees and filing fees and documentary stamp and similar taxes at any
time payable in respect of this Agreement, or the issuance of any of the
Purchased Securities; and (v) all out-of-pocket expenses (including without
limitation reasonable attorney's fees and costs, all costs associated with any
rights of board attendance, observation or inspection and travel and lodging
expenses related thereto, and reasonable consulting, accounting, appraisal,
investment banking and similar professional fees and charges) incurred by any
Fleet Entity in connection with the enforcement of or preservation of rights
under this Agreement, any of the Related Agreements or any other instruments
mentioned herein or therein or any amendments, modifications, approvals,
consents or waivers hereto or thereto against the Company or the administration
thereof, including, without limitation, out-of-pocket expenses incurred by the
Fleet Entities prior to the Closing in connection with the Fleet Entities'
purchase of the Purchased Securities. The Company shall pay to the Fleet
Entities on the Closing Date a
13
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fee of $300,000 in consideration of services provided by the Fleet Entities in
structuring the transactions contemplated by the Related Agreements and
arranging the Financing Commitment.
SECTION 9.2. SURVIVAL OF OBLIGATIONS. The obligations of the Company
under this ARTICLE IX shall survive payment or transfer of the Purchased
Securities and the termination of this Agreement.
ARTICLE X
NOTICES
-------
Any notice or other communication in connection with this Agreement,
any Related Agreement or the Purchased Securities shall be deemed to be
delivered if in writing (or in the form of a telecopy) addressed as provided
below (a) when actually delivered or telecopied to said address or (b) in the
case of a letter, 5 business days shall have elapsed after the same shall have
been deposited in the United States mails, postage prepaid and registered or
certified:
(i) If to the Company, then to its address set forth on page 1
hereof, to the attention of the President or at such other address as
such person shall have specified by notice actually received by the,
addressor.
(ii) If to any Fleet Entity, then to its address set forth on
page 1 hereof, or at such other address as such Fleet Entity shall have
specified by notice actually received by the addressor, with copies to
Xxxxxxx X. Small, Esq., Xxxxxxx & Xxxxxx, 0000 Xxxxxxxx Xxxxx Xxxxx,
Xxxxxxxxxx, XX 00000.
(iii) If to any member of the Management Group, then to his or
her address set forth on page 1 hereof, or at such other address as
such Fleet Entity shall have specified by notice actually received by
the addressor, with copies to Xxxx X. Xxxxx, Esq., Xxxxxx & Xxxxxx,
LLP, 0000 Xxxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000.
ARTICLE XI
SURVIVAL AND TERMINATION OF COVENANTS, AGREEMENTS
-------------------------------------------------
REPRESENTATIONS AND WARRANTIES
------------------------------
All covenants, agreements, representations and warranties made herein
shall be deemed to have been relied on by each Purchaser, notwithstanding any
investigation made by such Purchaser or on any such Purchaser's behalf, and
shall survive the execution and delivery to each Purchaser hereof and the
issuance and purchase of the Purchased Securities hereunder.
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ARTICLE XII
AMENDMENTS AND WAIVERS
----------------------
Except as otherwise expressly provided herein, any term of this
Agreement may be amended and the observance of any term of this Agreement may be
waived (either generally or in a particular instance and either retroactively or
prospectively) only with the written consent of (a) each of the Fleet Entities,
(b) the Company, and (c) holders of a majority of the Purchased Securities held
by the Management Group.
ARTICLE XIII
ENTIRE AGREEMENT; COUNTERPARTS, SECTION HEADINGS; PRONOUNS
----------------------------------------------------------
This Agreement sets forth the entire understanding of the parties
hereto with respect to the transactions contemplated hereby and supersede any
prior written or oral understandings with respect thereto. This Agreement may be
executed simultaneously in one or more counterparts thereof, each of which shall
be deemed as original but all of which together shall constitute one and the
same instrument. The headings in this Agreement are for convenience of reference
only and shall not alter or otherwise affect the meaning hereof. Feminine or
neuter pronouns shall be substituted for those of the masculine gender, the
plural for the singular and the singular for the plural, in any place in this
Agreement where the context may require such substitution.
ARTICLE XIV
GOVERNING LAW; SUCCESSORS AND ASSIGNS
-------------------------------------
This agreement shall be governed by and construed in
accordance with the domestic substantive laws of the State of Ohio, until the
Company shall be reincorporated following the Merger in the State of Delaware,
after which this agreement shall be governed and construed in accordance with
the domestic substantive laws of the State of Delaware without giving effect to
any choice or conflict of law provision or rule that would cause the application
of the domestic substantive laws of any other state or jurisdiction, and shall
bind and inure to the benefit of the parties hereto and their respective
successors and assigns. Each party irrevocably agrees that any legal action or
proceedings against with respect to this Agreement may be brought in the courts
of the State of Delaware, or in any United States District Court of Delaware,
and, by its execution and delivery of this Agreement, each party hereby
irrevocably submits to each such jurisdiction and hereby irrevocably waives any
and all objections which it may have as to venue in any of the above courts.
Each party further consents and agrees that any process or notice of motion or
other application to either of said Courts or any judge thereof, or any notice
in connection with any proceedings hereunder, may be served inside or outside
the State of Delaware by registered or certified mail, return receipt requested,
postage prepaid, and be effective as of the receipt thereof, or in such other
manner as may be permissible under the rules of said Courts. Each party hereby
waives trial by jury in any action or proceeding in connection with this
Agreement.
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ARTICLE XV
SEVERABILITY
------------
If any term or provision of this Agreement, or the application thereof
to any person or circumstance, shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement or the Related Agreements, as the
case may be, or its application to other persons or circumstances, shall not be
affected thereby and each term and provision hereof shall be enforced to the
fullest extent permitted by law.
ARTICLE XVI
INVESTMENT REPRESENTATIONS
--------------------------
SECTION 16.1. Each of the Fleet Entities represents and warrants to the
Company (and its officers, directors, controlling persons and agents) that it
(i) is an "accredited investor" as defined in Regulation D of the Securities
Act, and has such knowledge and experience in business and financial affairs in
general and in the Company's industry in particular, as to be able to evaluate,
alone or with his, her, or its advisers, the merits and risks of an investment
in the Company, (ii) is acquiring the Purchased Securities for investment and
not with a view to the distribution thereof; PROVIDED, HOWEVER, that the
disposition thereof shall at all times be and remain in each Fleet Entity's
control, (iii) has access to such information about the Company as is necessary
to evaluate the merits and risks of an investment therein, (iv) understands that
the Purchased Securities are not registered under the 1933 Act or any applicable
state securities laws and that any sale, transfer or other disposition of the
Purchased Securities must be made only pursuant to an effective registration
under applicable federal and state securities laws or any available exemption
therefrom, and (v) the Purchased Securities to be acquired were not offered to
the Fleet Entities by, and the Fleet Entities are not otherwise aware of, any
general advertising or general solicitation in connection with the sale of the
Purchased Securities.
SECTION 16.2. Each of member of the Management group represents and
warrants to the Company (and its officers, directors, controlling persons and
agents) that it, he or she (i) has such knowledge and experience in business and
financial affairs in general and in the Company's industry in particular, as to
be able to evaluate, alone or with his, her, or its advisers, the merits and
risks of an investment in the Company, (ii) is acquiring the Purchased
Securities for investment and not with a view to the distribution thereof;
PROVIDED, HOWEVER, that the disposition thereof shall at all times be and remain
in such member's control, (iii) has access to such information about the Company
as is necessary to evaluate the merits and risks of an investment therein, (iv)
understands that the Purchased Securities are not registered under the 1933 Act
or any applicable state securities laws and that any sale, transfer or other
disposition of the Purchased Securities must be made only pursuant to an
effective registration under applicable federal and state securities laws or any
available exemption therefrom, and (v) the Purchased Securities to be acquired
were not offered to the such member by, and such member is not
16
18
otherwise aware of, any general advertising or general solicitation in
connection with the sale of the Purchased Securities.
If the foregoing corresponds with your understanding of our agreement,
kindly sign this letter and the accompanying copies thereof in the appropriate
space below and return one counterpart of the same to the Company and the Fleet
Entities, at the address first listed above.
Very truly yours,
SKYLINE ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx, III
----------------------------
Name: Xxxxxxx X. Xxxxxxxx, III
Title: President
Accepted and agreed to
as of the date first abovewritten:
FLEET VENTURE RESOURCES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx, III
----------------------------
Xxxxxxx X. Xxxxxxxx, III
Vice President
FLEET EQUITY PARTNERS VI, L.P.
By: Fleet Growth Resources, II, Inc.,
a General Partner
By: /s/ Xxxxxxx X. Xxxxxxxx, III
----------------------------
Xxxxxxx X. Xxxxxxxx, III
Vice President
XXXXXXX PLAZA PARTNERS
17
19
By: /s/ Xxxxxxx X. Xxxxxxxx, III
------------------------------
Xxxxxxx X. Xxxxxxxx, III
Authorized Partner
XXXXXXXX PARTNERS III, L.P.
By: Silverado III, L.P., a General Partner
By: Silverado III, Corp., a General Partner
By: /s/ Xxxxxxx X. Xxxxxxxx, III
------------------------------
Xxxxxxx X. Xxxxxxxx, III
Vice President
MANAGEMENT GROUP
/s/ Xxxxx X. XxXxxxxxx
------------------------------
(Xxxxx X. XxXxxxxxx) XXX
and individually
/s/ Xxxxxx X. Xxxxx
------------------------------
(Xxxxxx X. Xxxxx)
/s/ Xxxxxxx X. Xxxxx, Xx.
------------------------------
(Xxxxxxx X. Xxxxx, Xx.)
/s/ Xxxxxx X. Xxxxxxx
------------------------------
(Xxxxxx X. Xxxxxxx)
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------
(Xxxxxxx X. Xxxxxxxx)
18
20
/s/ Xxxxxxx Xxxxx
----------------------------
(Xxxxxxx Xxxxx)
/s/ Xxxxxxx Xxxxxxx
----------------------------
(Xxxxxxx Xxxxxxx)
SKYLINE NON-QUALIFIED DEFERRED COMPENSATION PLAN TRUST
By EQUITABLE TRUST COMPANY, AS TRUSTEE
By M. Xxxx Xxxxxx, Xx.
----------------------------
Name: M. Xxxx Xxxxxx, Xx.
Title: Executive Vice President
19
21
Schedule A
Purchasers and Purchasers Securities (Page 1 of 2)
--------------------------------------------------
Skyline Chili, Inc. Capitalization
---------------------------------- % of Total % of
Class A Total A Class A A Total A
Common Common Common Shares & Shares &
Shares Shares Options Options Options
------ ------- ------- ------- -------
Key Management
--------------
Xxxxx X. XxXxxxxxx 3,600 3.3% 58,516 62,116 27.7%
Xxxxx X. XxXxxxxxx - XXX (a) 14,370 13.3% 0 14,370 6.4%
Skyline Deferred Compensation Plan and Trust (b) 45,926 42.5% 0 45,926 20.5%
Xxxxxx X. Xxxxx 0 0.0% 20,741 20,741 9.3%
Xxxxxxx X. Xxxxx, Xx 1,000 0.0% 5,559 6,559 2.9%
Xxxxxx X. Xxxxxxx 0 0.0% 12,244 12,244 5.5%
Xxxxxxx Xxxxx 0 0.0% 9,704 9,704 4.3%
Xxxxxxx X. Xxxxxxxx 0 0.0% 2,685 2,685 1.2%
Xxxxxxx Xxxxxxx 0 0.0% 6,418 6,418 2.9%
Other Employees 0 0.0% 0 0 0.0%
Reserved 0 0.0% 0 0 0.0%
----------------------------------------------------
Sub-Total 64,896 60.0% 115,867 180,763 80.7%
Fleet Entities (c) 43,264 40.0% 0 43,264 19.3%
Total 108,160 100.0% 115,867 224,027 100.0%
Skyline Deferred Compensation Plan and Trust
Xxxxx X. XxXxxxxxx 19,259 17.8% 0 19,259 8.6%
Xxxxxx X. Xxxxx 8,889 8.2% 0 8,889 4.0%
Xxxxxxx X. Xxxxx, Xx. 8,889 8.2% 0 8,889 4.0%
Xxxxxxx X. Xxxxxxx 8,889 8.2% 0 8,889 4.0%
----------------------------------------------------
Sub-Total 45,926 42.5% 0 45,926 20.5%
Fleet Entities
Xxxxxxx Plaza Partners 636 0.6% 0 636 0.3%
Fleet Equity Partners VI 10,192 9.4% 0 10,192 4.5%
Fleet Venture Resources, Inc. 23,782 22.0% 0 23,782 10.6%
Xxxxxxxx Partners, III 8,653 8.0% 0 8,653 3.9%
----------------------------------------------------
Total 43,264 40.0% 0 43,264 19.3%
% of
Total Total
A Shares A Shares
Class B & Options & Options
Common and B and B
Shares Shares Shares
Key Management ------ ------ ------
--------------
Xxxxx X. XxXxxxxxx 0 62,116 3.7%
Xxxxx X. XxXxxxxxx-XXX (a) 0 14,370 0.9%
Skyline Deferred Compensation Plan and Trust (b) 0 45,926 2.8%
Xxxxxx X. Xxxxx 0 20,741 1.2%
Xxxxxxx X. Xxxxx, Xx 0 6,559 0.4%
Xxxxxxx X. Xxxxxxx 0 12,244 0.7%
Xxxxxxx Xxxxx 0 9,704 0.6%
Xxxxxxx X. Xxxxxxxx 0 2,685 0.2%
Xxxxxxx Xxxxxxx 0 6,418 0.4%
Other Employees 0 0 0.0%
Reserved 0 0 0.0%
--------------------------------
Sub-Total (0) 180,763 10.9%
Fleet Entities(c) 1,438,217 1,481,481 89.1%
Total 1,438,217 1,662,224 100.0%
Skyline Deferred Compensation Plan and Trust
Xxxxx X. XxXxxxxxx 0 19,259 1.2%
Xxxxxx X. Xxxxx 0 8,889 0.5%
Xxxxxxx X. Xxxxx Xx 0 8,889 0.5%
Xxxxxxx X. Xxxxxxx 0 8,889 0.5%
--------------------------------
Sub-Total 0 46,926 2.8%
Fleet Entities
Xxxxxxx Plaza Partners 21,155 21,792 1.3%
Fleet Equity Partners VI 338,826 349,018 21.0%
Fleet Venture Resources, Inc. 790,593 814,375 49.0%
Xxxxxxxx Partners, III 287,643 296,296 17.8%
--------------------------------
Total 1,438,217 1,481,481 89.1%
-------------------------------------------------------------------------------------------------------------------
NOTES:
------
(a) Registration for Equitable XXX
-------------------------------
Equitable Securities Corporation Cust.
FBO Xxxxx X. XxXxxxxxx, XXX
000 Xxxxxxxxx Xxxx Xxxxxx, XX 00000
Xxxxxxxxx, XX 00000
TIN:00-0000000
(b) Registration for Equitable Deferred Compensation
------------------------------------------------
Skyline Non-Qualified Deferred Compensation Plan Trust, Equitable Trust Company
Trustee: M. Xxxx Xxxxxx
(c) See Above
(d) Class B performance options exercise price equal to $6.75 per share and subject to Fleet minimum IRR targets and other
conditions as detailed in the Incentive Option Plan
(e) Class B shares are convertible into Class A shares at any time by the Holder.
22
Schedule A
Purchasers and Purchasers Securities (Page 2 of 2)
--------------------------------------------------
Aggregate
Purchase
Purchase Price of Aggregate Average
Skyline Chili, Inc. Capitalization Price per Class A&B Exercise Excerise
Class A& B Common Price of Price/Share Class B
Common Stock & Class A Of Class A Performance
Share Options Options Options Options (b)
----- ------- ------- ------- -----------
Key Management
--------------
Xxxxx X. XxXxxxxxx $ 6.75 $ 419,280 $ 163,855 $ 2.80 $ 51,862
Xxxxx X. XxXxxxxxx-XXX (a) $ 6.75 $ 97,000 $ 0 NA 0
Skyline Deferred Compensation Plan and Trust (b) $ 6.75 $ 310,000 $ 0 NA 0
Xxxxxx X. Xxxxx $ 6.75 $ 140,000 $ 57,037 $ 2.75 25,931
Xxxxxxx X. Xxxxx, Xx $ 6.75 $ 44,275 $ 23,618 $ 4.25 42,480
Xxxxxxx X. Xxxxxxx $ 6.75 $ 82,650 $ 42,170 $ 3.44 35,846
Xxxxxxx Xxxxx $ 6.75 $ 65,500 $ 28,112 $ 2.90 8,644
Xxxxxxx X. Xxxxxxxx $ 6.75 $ 18,125 $ 8,391 $ 3.13 8,644
Xxxxxxx Xxxxxxx $ 6.75 $ 43,320 $ 20,152 $ 3.14 8,644
Other Employees $ 6.75 $ 0 $ 0 NA 5,280
Reserved $ 6.75 $ 0 $ 0 NA 50,134
-------------------------------------------------------------------
Sub-Total $ 6.75 $ 1,220,150 $ 343,335 237,463
Fleet Entities(c) $ 6.75 $10,000,000 NA NA 0
Total $ 6.75 $11,220,150 NA NA 237,463
Skyline Deferred Compensation Plan and Trust
Xxxxx X. XxXxxxxxx $ 6.75 $ 130,000 0
Xxxxxx X. Xxxxx $ 6.75 $ 60,000 0
Xxxxxxx X. Xxxxx Xx $ 6.75 $ 60,000 0
Xxxxxxx X. Xxxxxxx $ 6.75 $ 60,000 0
----------------------- --------------
Sub-Total $ 6.75 $ 310,000 0
Fleet Entities
Xxxxxxx Plaza Partners $ 6.75 $ 147,095 0
Fleet Equity Partners VI $ 6.75 $ 2,355,871 0
Fleet Venture Resources, Inc. $ 6.75 $ 5,497,033 0
Xxxxxxxx Partners, III $ 6.75 $ 2,000,000 0
----------------------- --------------
Total $ 6.75 $10,000,000 0
Total % of
Class B Total A & B A and B
Shares & Shares & Shares &
Options Options Options
Key Management ------- ------- -------
--------------
Xxxxx X. XxXxxxxxx 51,862 $ 113,978 6.0%
Xxxxx X. XxXxxxxxx-XXX (a) 0 14,370 0.8%
Skyline Deferred Compensation Plan and Trust (b) 0 45,926 2.4%
Xxxxxx X. Xxxxx 25,931 46,672 2.5%
Xxxxxxx X. Xxxxx, Xx 42,480 49,039 2.6%
Xxxxxxx X. Xxxxxxx 35,846 48,090 2.5%
Xxxxxxx Xxxxx 8,644 18,347 1.0%
Xxxxxxx X. Xxxxxxxx 8,644 11,329 0.6%
Xxxxxxx Xxxxxxx 8,644 15,062 0.8%
Other Employees 5,280 5,280 0.3%
Reserved 50,134 50,134 2.6%
----------------------------------------
Sub-Total 237,463 418,226 22.0%
Fleet Entities(c) 1,438,217 1,481,481 78.0%
Total 1,675,681 1,899,708 100.0%
Skyline Deferred Compensation Plan and Trust
Xxxxx X. XxXxxxxxx 0 19,259 1.0%
Xxxxxx X. Xxxxx 0 8,889 0.5%
Xxxxxxx X. Xxxxx Xx 0 8,889 0.5%
Xxxxxxx X. Xxxxxxx 0 8,889 0.5%
----------------------------------------
Sub-Total 0 45,926 2.4%
Fleet Entities
Xxxxxxx Plaza Partners 21,155 21,792 1.1%
Fleet Equity Partners VI 338,826 349,018 18.4%
Fleet Venture Resources, Inc. 790,593 814,375 42.9%
Xxxxxxxx Partners, III 287,643 296,296 15.6%
----------------------------------------
Total 1,438,217 1,481,481 78.0%
-------------------------------------------------------------------------------------------------------------------
NOTES:
------
(a) Registration for Equitable XXX
------------------------------
Equitable Securities Corporation Cust.
FBO Xxxxx X. XxXxxxxxx, XXX
000 Xxxxxxxxx Xxxx Xxxxxx, XX 00000
Xxxxxxxxx, XX 00000
TIN:00-0000000
(b) Registration for Equitable Deferred Compensation
------------------------------------------------
Skyline Non-Qualified Deferred Compensation Plan Trust, Equitable Trust Company
Trustee: M. Xxxx Xxxxxx
(c) See Above
(d) Class B performance options exercise price equal to $6.75 per share and subject to Fleet minimum IRR targets
and other conditions as detailed in the Incentive Option Plan
(e) Class B shares are convertible into Class A shares at any time by the Holder.
