EXHIBIT 10.1
PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement"), dated as of November 22,
2005, is by and among Windrose Medical Properties Trust, a Maryland real estate
investment trust (the "Company"), each Purchaser listed under the heading
"Direct Purchasers" on Schedule A (each, a "Direct Purchaser"), each Investment
Adviser listed under the heading "Investment Advisers" on the signature pages
hereto (each, an "Investment Adviser") who are entering into this Agreement on
behalf of themselves (as to Section 4 of this Agreement) and those Purchasers
which are a fund or individual or other investment advisory client of such
Investment Adviser listed under their respective names on Schedule B (each, a
"Client"), and each Broker-Dealer listed on Schedule C (each, a "Broker-Dealer")
which is entering into this Agreement on behalf of itself (as to Section 5 of
this Agreement) and those Purchasers which are customers for which it has power
of attorney to sign listed under their respective names on Schedule C (each, a
"Customer"). Each of the Customers, Direct Purchasers and Clients are referred
to herein as individually, a "Purchaser" and collectively, the "Purchasers."
WHEREAS, the Purchasers desire to purchase from the Company (or
their Investment Advisers and Broker-Dealers desire to purchase on their behalf
from the Company), and the Company desires to issue and sell to each Purchaser
the number of shares (the "Offered Shares") of Common Shares of Beneficial
Interest, par value $0.01 per share, of the Company (the "Common Shares"), set
forth opposite the name of each Purchaser on Schedule A, Schedule B or Schedule
C, as the case may be, at a price per share of $14.10.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
1. Purchase and Sale. Subject to the terms and conditions hereof,
the Investment Advisers and the Broker-Dealers (on behalf of Purchasers which
are Clients and Customers, respectively) and the other Purchasers hereby
severally and not jointly agree to purchase from the Company, and the Company
agrees to issue and sell to the several Purchasers the number of Offered
Shares set forth next to such Purchaser's name on Schedule A, Schedule B or
Schedule C, as the case may be, at a price per share of $14.10 (the "Purchase
Price") at the Closing (as defined below). The aggregate Purchase Price
payable on the Closing Date in respect of all shares of Common Shares
pursuant to this Purchase Agreement is set forth on Schedule D hereof.
2. Representations and Warranties of Purchaser. Each Purchaser
represents and warrants to the Company with respect to itself that:
(a) Due Authorization. Such Purchaser has full power and authority
to enter into this Agreement and is duly authorized to purchase the
Offered Shares in the amount set forth opposite its name on Schedule A,
Schedule B or Schedule C, as the case may be. This Agreement has been duly
authorized by such Purchaser and duly executed and delivered by or on
behalf of such Purchaser. This Agreement constitutes a legal, valid and
binding agreement of such Purchaser, enforceable against such Purchaser in
accordance with its terms except as may be limited by (i) the effect of
bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to
or affecting the rights or remedies of creditors or (ii) the effect of
general principles of equity, whether enforcement is considered in a
proceeding in equity or at law and the discretion of the court before
which any proceeding therefore may be brought (the "Enforceability
Exceptions").
(b) Prospectus and Prospectus Supplement. Such Purchaser has
received a copy of the Company's Basic Prospectus dated February 2, 2004,
the preliminary prospectus supplement dated November 14, 2005 and will
have received before Closing the Prospectus Supplement dated November 22,
2005 (each as defined below).
(c) Ownership of Excess Shares of Capital Stock. As of the date
hereof and after giving effect to the transaction contemplated hereby,
such Purchaser, together with its subsidiaries and affiliates, does not
own (beneficially or constructively) directly or indirectly more than 9.9%
in number of shares or value, whichever is more restrictive, of any class
or series of the issued and outstanding capital stock of the Company.
Purchaser expressly acknowledges that the provisions of the Company's
Declaration of Trust, filed with the Department of Assessments and
Taxation of Maryland (the "SDAT") on August 6, 2002, as amended or
supplemented, and including the Articles Supplementary filed with the SDAT
on June 28, 2005 (the "Charter"), prohibit the ownership (beneficially or
constructively) by such Purchaser (together with its subsidiaries
and affiliates) directly or indirectly of more than 9.9% in number of
shares or value, whichever is more restrictive, of the number of issued
and outstanding Common Shares and not more than 9.9% in number of shares
or value, whichever is more restrictive, of the number of issued and
outstanding shares of any other class or series of the Company's capital
stock and, in the event Purchaser's Common Shares acquired pursuant to
this Agreement or otherwise exceed such ownership limitation, such number
of shares of Common Shares beneficially or constructively owned by such
Purchaser in excess of such ownership limit shall be automatically
transferred to a Charitable Trust on the terms set forth in the Charter.
3. Representations and Warranties of Company. The Company represents
and warrants that:
(a) The Company's Registration Statement (as defined below) was
declared effective by the SEC (as defined below) and the Company has filed
such post-effective amendments thereto as may be required under applicable
law prior to the execution of this Agreement and each such post-effective
amendment became effective. The SEC has not issued, nor to the Company's
knowledge, has the SEC threatened to issue, a stop order with respect to
the Registration Statement, nor has it otherwise suspended or withdrawn
the effectiveness of the Registration Statement or to the Company's
knowledge, threatened to do so, either temporarily or permanently. On the
effective date, the Registration Statement complied in all material
respects with the requirements of the Securities Act of 1933, as amended
(the "Act") and the rules and regulations promulgated under the Act (the
"Regulations"); at the effective date the Basic Prospectus (as defined
below) complied, and at the Closing the Prospectus (as defined below) will
comply, in all material respects with the requirements of the Act and the
Regulations; each of the Basic
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Prospectus and the Prospectus as of its date and at the Closing Date did
not, does not and will not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, that the representations and warranties in this subsection shall
not apply to statements in or omissions from the Prospectus made in
reliance upon and in conformity with information furnished to the Company
in writing by or on behalf of any of the Purchasers, or Xxxxx & Steers
Capital Advisors, LLC and Xxxxxx X. Xxxxx & Co. Incorporated, in their
capacity as co-placement agents ("Co-Placement Agents"), any Investment
Advisers or Broker-Dealers, or any of their respective affiliates,
expressly for use in the Prospectus. As used in this Agreement, the term
"Registration Statement" means the shelf registration statement on Form
S-3 (File No. 333-112183), as declared effective by the Securities and
Exchange Commission (the "SEC"), including exhibits, financial statements,
schedules and documents incorporated by reference therein. The term "Basic
Prospectus" means the prospectus included in the Registration Statement at
the time it became effective. The term "Prospectus Supplement" means the
prospectus supplement dated November 22, 2005 specifically relating to the
Offered Shares as to be filed with the SEC pursuant to Rule 424 under the
Act in connection with the sale of the Offered Shares hereunder. The term
"Prospectus" means the Basic Prospectus and the Prospectus Supplement
taken together. The term "preliminary prospectus" means the preliminary
prospectus supplement dated November 14, 2005 and the Basic Prospectus
used with such preliminary prospectus supplement in connection with the
marketing of the Offered Shares. Any reference in this Agreement to the
Registration Statement, the Prospectus or the preliminary prospectus shall
be deemed to refer to and include the documents incorporated by reference
therein as of the date hereof or the date of the Prospectus or the
preliminary prospectus as the case may be, and any reference herein to any
amendment or supplement to the Registration Statement or the Prospectus
shall be deemed to refer to and include any documents filed after such
date and through the date of such amendment or supplement under the
Exchange Act, which, upon filing, are incorporated by reference into such
Registration Statement or Prospectus prior to the completion of the
offering of the Offered Shares (unless expressly stated otherwise) as
required by paragraph (b) of Item 12 of Form S-3. The Company has filed
all material contracts, agreements, indentures or other documents to which
it or any of its Subsidiaries is a party that were required to be filed as
an exhibit to its Annual Report on Form 10-K for the fiscal year ended
December 31, 2004 or any subsequent Exchange Act filings prior to the date
hereof.
(b) Since the date as of which information is given in the
Registration Statement and the Prospectus, except as otherwise stated
therein, (i) there has been no material adverse change or any development
which could reasonably be expected to give rise to a prospective material
adverse change in or affecting the condition, financial or otherwise, or
in the earnings, business affairs or, to the Company's knowledge, business
prospects of the Company and the subsidiaries of the Company, if any (the
"Subsidiaries") considered as one enterprise, whether or not arising in
the ordinary course of business, (ii) there have been no transactions
entered into by the Company or any of its Subsidiaries, other than those
in the ordinary course of business, which are material with
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respect to the Company and its Subsidiaries considered as one enterprise,
and (iii) other than regular quarterly dividends, there has been no
dividend or distribution of any kind declared, paid or made by the Company
on any class of its shares of equity securities.
(c) The Company has been duly organized as a real estate investment
trust and is validly existing in good standing under the laws of the State
of Maryland. Each of the Subsidiaries of the Company has been duly
organized and is validly existing in good standing under the laws of its
jurisdiction of organization. Each of the Company and its Subsidiaries has
the necessary power and authority to own and lease its properties and to
conduct its business as described in the Prospectus; and each of the
Company and its Subsidiaries is duly qualified to transact business in
each jurisdiction in which such qualification is required, whether by
reason of the ownership or leasing of property or the conduct of business,
except where the failure to so qualify would not have a material adverse
effect on the condition, financial or otherwise, or the earnings, business
affairs or, to the Company's knowledge, business prospects of the Company
and its Subsidiaries considered as one enterprise.
(d) As of the date hereof, the authorized capital stock of the
Company consisted of 100,000,000 Common Shares and 20,000,000 Preferred
Shares of Beneficial Interest, par value $.01 per share (the "Preferred
Shares"). As of the date hereof, 14,085,062 Common Shares and 2,100,000
Preferred Shares are issued and outstanding (without giving effect to any
Common Shares to be issued as contemplated by this Agreement). The issued
and outstanding Common Shares and Preferred Shares of the Company have
been duly authorized and validly issued and are fully paid and
non-assessable; the Offered Shares have been duly authorized, and when
issued and delivered as contemplated hereby, will be validly issued, fully
paid and non-assessable; the Offered Shares and the Common Shares of the
Company conform to all statements relating thereto contained in the
Prospectus; and the issuance of the Offered Shares is not subject to
preemptive or other similar rights.
(e) Neither the Company nor any of its Subsidiaries is in violation
of its organizational documents or in default in the performance or
observance of any obligation, agreement, covenant or condition contained
in any material contract, indenture, mortgage, loan agreement, note, lease
or other instrument or agreement to which the Company or any of its
Subsidiaries is a party or by which it or any of them are bound, or to
which any of the property or assets of the Company or any of its
Subsidiaries is subject, except where such violation or default would not
have a material adverse effect on the condition, financial or otherwise,
or the earnings, business affairs or, to the Company's knowledge, business
prospects of the Company and its Subsidiaries considered as one
enterprise. The execution, delivery and performance of this Agreement, and
the issuance and delivery of the Offered Shares and the consummation of
the transactions contemplated herein have been duly authorized by all
necessary action and will not conflict with or constitute a material
breach of, or a material default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any material property
or assets of the Company or any of its Subsidiaries pursuant to, any
material contract, indenture, mortgage, loan agreement, note, lease or
other instrument or
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agreement to which the Company or any of its Subsidiaries is a party or by
which the Company or any of its Subsidiaries are bound, or to which any of
the property or assets of the Company or any of its Subsidiaries is
subject, nor will any such action result in any violation of the
provisions of the Charter, by-laws or other organizational documents of
the Company or any of its Subsidiaries or any law, administrative
regulation or administrative or court decree applicable to the Company.
(f) The Company is organized in conformity with the requirements for
qualification and, as of the date hereof and as of the Closing, operates
in a manner that qualifies it as a "real estate investment trust" under
the Internal Revenue Code of 1986, as amended, and the rules and
regulations thereunder and will be so qualified after giving effect to the
sale of the Offered Shares, assuming the accuracy of the representations
of the Purchasers set forth herein.
(g) The Company is not required to be registered under the
Investment Company Act of 1940, as amended.
(h) Except as disclosed in the Prospectus, there is no action, suit
or proceeding before or by any court or governmental agency or body,
domestic or foreign, now pending, or, to the knowledge of the Company,
threatened against the Company or any of its Subsidiaries, which, if
determined adversely to the Company or any of its Subsidiaries, could
reasonably be expected to result in a material adverse change in the
condition, financial or otherwise, or in the earnings, business affairs
or, to the Company's knowledge, business prospects of the Company and its
Subsidiaries considered as one enterprise, or which is likely to
materially and adversely affect the ability of the Company to consummate
the transactions contemplated by this Agreement; all pending legal or
governmental proceedings to which the Company or any of its Subsidiaries
is a party or of which any of their respective property or assets is the
subject which are not described in the Prospectus, including ordinary
routine litigation incidental to its business, considered in the
aggregate, would not result in a material adverse change in the business
of the Company and its Subsidiaries considered as one enterprise if
resolved in a manner unfavorable to the Company and its Subsidiaries.
(i) No authorization, approval or consent of or filing with any
court or United States federal or state governmental authority or agency
is necessary in connection with the sale of the Offered Shares hereunder,
except such as may be required under the Act or the Regulations or state
securities laws or real estate syndication laws.
(j) The Company and its Subsidiaries possess such certificates,
authorities or permits issued by the appropriate state, federal or foreign
regulatory agencies or bodies necessary to conduct the business now
conducted by them, except where the failure to possess such certificates,
authority or permits would not have a material adverse effect on the
condition, financial or otherwise, or the earnings, business affairs or,
to the Company's knowledge, business prospects of the Company and its
Subsidiaries considered as one enterprise. Neither the Company nor any of
its Subsidiaries has received any notice of proceedings relating to the
revocation or modification of any such certificate, authority or permit
which, singly or in the aggregate, if the subject of an
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unfavorable decision, ruling or finding, would materially and adversely
affect the condition, financial or otherwise, or the earnings, business
affairs or, to the Company's knowledge, business prospects of the Company
and its Subsidiaries considered as one enterprise, nor, to the knowledge
of the Company, are any such proceedings threatened or contemplated.
(k) The Company has full power and authority to enter into this
Agreement, and this Agreement has been duly authorized, executed and
delivered by the Company and constitutes a legal, valid and binding
agreement of the Company, enforceable against the Company in accordance
with its terms except as may be limited by the Enforceability Exceptions.
(l) As of the dates set forth therein or incorporated by reference,
the Company's subsidiaries had good and marketable title to all of the
properties and assets reflected in the audited financial statements
contained in the Prospectus, subject to no lien, mortgage, pledge or
encumbrance of any kind except (i) those reflected in such financial
statements, (ii) as are otherwise described in the Prospectus, (iii) as do
not materially adversely affect the value of such property or interests or
interfere with the use made or proposed to be made of such property or
interests by the Company and its Subsidiaries or (iv) customary provisions
of mortgage loans secured by mortgages or deeds of trust on similar types
of properties.
(m) Neither the issuance, sale and delivery of the Offered Shares
nor the application of the proceeds thereof by the Company as described in
the Prospectus will cause the Company to violate or be in violation of
Regulation T, U or X of the Board of Governors of the Federal Reserve
System or any other regulation of such Board of Governors.
(n) The statements set forth in the Basic Prospectus under the
caption "Description of Capital Shares -- Common Shares" in so far as such
statements purport to summarize provisions of laws or documents referred
to therein, are correct in all material respects and fairly present the
information required to be presented therein.
4. Representation and Warranties of the Investment Advisers. To
induce the Company to enter into this Agreement, each of the Investment Advisers
hereby represents and warrants to the Company that, as of the date of this
Agreement and the Closing:
(a) It is an investment adviser duly registered with the SEC under
the Investment Advisers Act of 1940.
(b) It has been duly authorized to act as investment adviser on
behalf of each Client on whose behalf it is signing this Agreement (as
identified under the name of such Investment Adviser on Schedule B hereto)
and has the power and authority to make the investment decision to
purchase Offered Shares hereunder on behalf of such Client.
(c) It has the power and authority to enter into and execute this
Agreement on behalf of each of the Clients listed under its name on
Schedule B hereto.
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(d) This Agreement has been duly authorized, executed and delivered
by it and, assuming it has been duly authorized, executed and delivered by
the Company, constitutes a legal, valid and binding agreement of such
Investment Adviser, enforceable against it in accordance with its terms
except as may be limited by the Enforceability Exceptions.
(e) It has received a copy of the Company's Basic Prospectus dated
February 2, 2004, the preliminary prospectus supplement dated November 14,
2005, and will have received before Closing the Prospectus Supplement
dated November 22, 2005.
5. Representation and Warranties of the Broker-Dealers. To induce
the Company to enter into this Agreement, each Broker-Dealer represents and
warrants to the Company that:
(a) It is duly registered and in good standing as a broker-dealer
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and is licensed or otherwise qualified to do business as a
broker-dealer with the National Association of Securities Dealers, Inc.
and in all states in which it will offer any Offered Shares pursuant to
this Agreement.
(b) It has delivered a copy of the Prospectus to each Purchaser set
forth under its name on Schedule C hereto.
(c) It has been granted a duly authorized power-of-attorney to
execute and deliver this Agreement on behalf of each Customer on whose
behalf it is signing this Agreement (as identified under the name of such
Broker-Dealer on Schedule C hereto) and such power has not been revoked.
(d) This Agreement has been duly authorized, executed and delivered
by it and, assuming it has been duly authorized, executed and delivered by
the Company, constitutes a legal, valid and binding agreement of such
Broker-Dealer, enforceable against it in accordance with its terms except
as may be limited by the Enforceability Exceptions.
6. Conditions to Obligations of the Parties. (a) The Purchasers'
several obligation to purchase the Offered Shares shall be subject to the
following conditions having been met:
(i) the representations and warranties set forth in Section 3 of
this Agreement shall be true and correct with the same force and effect as
though expressly made at and as of the Closing,
(ii) the Co-Placement Agents shall have received an opinion from
Hunton & Xxxxxxxx LLP, special securities counsel to the Company, dated as
of the date of the Closing, in form and substance reasonably acceptable to
the Co-Placement Agents and their counsel,
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(iii) the Co-Placement Agents shall have received a comfort letter
from KPMG LLP, dated as of the Closing, in form and substance reasonably
acceptable to the Co-Placement Agents and their counsel, and
(iv) on the Closing Date, the Company shall have delivered to the
Purchasers a certificate of the Chief Executive Officer and Interim Chief
Financial Officer of the Company, dated as of the Closing Date, setting
forth that each of the representations and warranties contained in this
Agreement shall be true on and as of the Closing Date in all material
respects as if made as of the Closing Date and each of the conditions and
covenants contained herein shall have been complied with to the extent
compliance is required prior to Closing, and shall have delivered such
other customary certificates as the Co-Placement Agents shall have
reasonably requested.
(b) The Company's obligation to issue and sell the Offered Shares shall be
subject to the following conditions having been met:
(i) the representations and warranties set forth in Sections 2, 4
and 5 of this Agreement shall be true and correct with the same force and effect
as though expressly made at and as of the Closing, and
(ii) the Company shall have received payment in full for the
Purchase Price for the Offered Shares by federal wire transfer of immediately
available funds, not less than the aggregate amount of $42,300,000 prior to the
payment of fees, commissions and expenses.
7. Closing. Provided that the conditions set forth in Section 6
hereto and the last sentence of this Section 7 have been met or waived at such
time, the transactions contemplated hereby shall be consummated on November 28,
2005, or at such other time and date as the parties hereto shall agree (each
such time and date of payment and delivery being herein called the "Closing").
At the Closing, settlement shall occur through Xxxxxxxxx & Company, Inc., or an
affiliate thereof, on a delivery versus payment basis through the DTC ID System.
8. Covenants. The Company hereby covenants and agrees that (a) as
soon as practicable, the Company shall apply for listing the Offered Shares for
trading on the New York Stock Exchange ("NYSE") and will use its commercially
reasonable efforts to obtain approval of the NYSE with respect to such listing
as soon as practicable within 10 days after the Closing Date, and if such
approval is not so obtained within 10 days, to continue to use its commercially
reasonable efforts to obtain such approval as soon as practicable thereafter and
(b) subject to all Purchasers consummating the purchase of the Offered Shares at
the Closing, the Company will use the proceeds of the offering contemplated
hereby as set forth under the caption "Use of Proceeds" in the Prospectus
Supplement.
9. Termination. This Agreement may be terminated, and the
transactions contemplated hereby may be abandoned, by written notice promptly
given to the other parties hereto, at any time prior to the Closing by the
Company, on the one hand, or any Purchaser on the other, if the Closing shall
not have occurred on or prior to December 15, 2005; provided that the Company or
such Purchaser, as the case may be, shall not be entitled to terminate this
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Agreement pursuant to this Section 9 if the failure of Closing to occur on or
prior to such dates results primarily from such party itself having materially
breached any representation, warranty or covenant contained in this Agreement.
10. Notices. Except as otherwise herein provided, all statements,
requests, notices and agreements shall be in writing and, if to the Purchasers,
shall be sufficient in all respects if delivered or sent by facsimile to
000-000-0000 and to 000-000-0000 or by certified mail to Xxxxx & Steers Capital
Advisors, LLC, 000 Xxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Xxxxxxx Xxxxxx, and to Xxxxxx X. Xxxxx & Co. Incorporated, 000 Xxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxxx, XX 00000, Attention: Xxxxx Xxxxx, and, if to the Company,
shall be sufficient in all respects if delivered or sent to the Company by
facsimile to 000-000-0000 or by certified mail to the Company at 0000 Xxxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000, Attention: Xxxxxxxxx X. Xxxxxx,
President and Chief Operating Officer.
11. Governing Law. This Agreement shall be construed in accordance
with and governed by the substantive laws of the State of New York, without
regard to conflict of laws principles.
12. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and may be amended only in a writing that is executed by each of the parties
hereto.
13. Counterparts. This Agreement may be executed in separate
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to constitute one and the same instrument. Executed
counterparts may be delivered by facsimile.
14. Construction. When used herein, the phrase "to the knowledge of"
the Company or "known to" the Company or any similar phrase means the actual
knowledge of the Chief Executive Officer, Interim Chief Financial Officer or
Chief Operating Officer of the Company and includes the knowledge that such
officers would have obtained of the matter represented after reasonable due and
diligent inquiry of those employees of the Company whom such officers reasonably
believe would have actual knowledge of the matters represented.
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IN WITNESS WHEREOF, the parties hereto have caused this Purchase
Agreement to be executed and delivered as of the date first above written.
WINDROSE MEDICAL PROPERTIES TRUST
By: ____________________________
Name:
Title:
SIGNATURE PAGE FOR PURCHASE AGREEMENT
DIRECT PURCHASERS
[ ]
By: ______________________________________
Name: [ ]
Title: [ ]
DIRECT PURCHASERS' SIGNATURE PAGE FOR PURCHASE AGREEMENT
Page 2
INVESTMENT ADVISERS
[ ] on behalf of itself (solely with
respect to paragraph 4) and each
Client set forth under its name on
Schedule B
By: ___________________________________
Name: [ ]
Title: [ ]
INVESTMENT ADVISERS' SIGNATURE PAGE FOR PURCHASE AGREEMENT
Page 3
CUSTOMERS
Each of the Several persons or
entities listed under the heading
"Account Name" on Attachment [ ] to
Schedule C hereto
By: [ ], as agent and attorney-in-fact
By: __________________________________
Name
Title:
[ ] on behalf of itself and
solely with respect to paragraph 5
By: __________________________________
Name
Title:
CUSTOMERS' SIGNATURE PAGE FOR PURCHASE AGREEMENT
Page 4
SCHEDULE A
NAME OF DIRECT PURCHASERS NUMBER OF SHARES
[ ] [ ]
A-1
SCHEDULE B
NAME OF INVESTMENT ADVISER NUMBER OF SHARES
[ ]
CLIENTS
[ ]
B-1
SCHEDULE C
NAME OF BROKER-DEALER: NUMBER OF SHARES
[ ]
Customers for whom it is signing this
Agreement as agent and attorney-in-fact:
The amount set forth opposite
Each of the several persons or entities such name on Attachment [ ] to
set forth under the heading "Account Schedule C hereto under the
Name" on Attachment [ ] to Schedule C heading "Amount" (in the
hereto aggregate [ ])
C-1
SCHEDULE D
AGGREGATE PURCHASE AMOUNT
$[ ]
D-1
