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EXHIBIT 4(b)
ESCROW AGREEMENT
AGREEMENT, dated as of November 14, 1996, among QUAKER STATE CORPORATION,
a Delaware corporation (the "Parent"), the individuals listed on the signature
pages hereto (collectively, the "Applicable Slick 50 Stockholders"), and United
States Trust Company of New York, as Escrow Agent (the "Escrow Agent").
W I T N E S S E T H
WHEREAS, the Applicable Slick 50 Stockholders and the Parent entered into
an Agreement and Plan of Merger, dated as of May 26, 1995, as amended on June
17, 1995 (as so amended, the "Merger Agreement");
WHEREAS, the parties have entered into an Amendment No. 2 to the Merger
Agreement (the "Amendment") which provides that, among other things, the Parent
shall be indemnified by the Applicable Slick 50 Stockholders for legal fees and
defense costs incurred by Parent in the defense of certain litigation;
WHEREAS, to facilitate such indemnification, the Amendment provides for
the deposit into escrow of a portion of certain Parent Common Stock otherwise
payable to the Applicable Slick 50 Stockholders pursuant to the Amendment; and
WHEREAS, the Parent and the Applicable Slick 50 Stockholders desire to
secure the services of the Escrow Agent, and the Escrow Agent is willing to
provide such services, pursuant to the terms and conditions of this Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION I
DEFINITIONS
1.1 Capitalized terms used herein and not otherwise defined shall have
the meanings assigned to them in the Merger Agreement or the Amendment.
SECTION II
APPOINTMENT OF ESCROW AGENT; RESIGNATION AND SUCCESSOR
2.1 Appointment of Escrow Agent. The Escrow Agent is hereby appointed,
and accepts its appointment and designation as, Escrow Agent pursuant to the
terms and conditions of this Agreement.
2.2 Resignation of Escrow Agent; Appointment of Successor. The Escrow
Agent acting at any time hereunder may resign at any time by giving at least
thirty (30) days' prior written notice of resignation to the Parent and the
Slick 50 Stockholders' Representative (as defined in Section 6.1), such
resignation to be effective on the date specified in such notice. Upon receipt
of such notice, the Parent and the Slick 50 Stockholders' Representative shall,
unless they otherwise agree, appoint a bank or trust company with a combined
capital and surplus of at least $25 million as successor Escrow Agent, by a
written instrument delivered to such Escrow Agent, the Parent and the Slick 50
Stockholders' Representative, whereupon such successor Escrow Agent shall
succeed to all the rights and obligations of the retiring Escrow Agent as of the
effective date of resignation as if originally named herein. Upon such
assignment of this Escrow Agreement, the retiring Escrow Agent shall duly
transfer and deliver the Escrow Deposit at the time held by the retiring Escrow
Agent, provided that, if no successor Escrow Agent shall have been appointed on
the effective date of resignation of the resigning Escrow Agent hereunder, the
resigning Escrow Agent may pay the Escrow Deposit into a court of competent
jurisdiction.
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SECTION III
ESCROW ARRANGEMENTS
3.1 Liability Secured by the Escrow Deposit. This Escrow Agreement has
been executed and delivered, and the Escrow Account is hereby established, to
facilitate any indemnification which may be owed to the Parent, the Company and
their respective affiliates, subsidiaries, officers, directors, employees and
agents (collectively, the "Indemnitees") pursuant to the Amendment.
3.2 Delivery of the Escrowed Shares; etc. (a) On the Additional
Purchase Price Closing Date, the Parent shall deliver to the Escrow Agent a
certificate, bearing the legend indicated in the attached Exhibit 1 and
registered in the name "United States Trust Company of New York, as Escrow Agent
under Escrow Agreement, dated November 14, 1996, by and among Quaker State
Corporation and the Applicable Slick 50 Stockholders (as defined therein)", for
the applicable number of shares of Parent Common Stock determined in accordance
with Section 3 of the Amendment (such shares, together with any additional
shares of Parent Capital Stock distributed pursuant to any stock split, stock
dividend, reclassification of shares or other transaction to which such shares
may be subject, the "Escrowed Shares"; the Escrowed Shares and any other
securities, cash or other property distributed in respect of the Escrowed Shares
(whether by way of liquidation, merger, exchange, spin-off or otherwise), any
investments or securities permitted by this Agreement and any interest received
thereon shall constitute the "Escrow Deposit") . The parties agree that all such
interest and all other income earned on the Escrow Deposit shall be interest and
income of the Applicable Slick 50 Stockholders and shall be reported by the
Applicable Slick 50 Stockholders for federal, state and local tax purposes pro
rata in accordance with the pro rata ownership of the Applicable Slick 50
Stockholders reflected on the Ownership Certificate (as hereinafter defined).
(b) On the Additional Purchase Price Closing Date, the Slick 50
Stockholders Representative shall deliver to the Escrow Agent a written
certificate setting forth the respective ownership interests to the Escrowed
Shares (as the same may be amended from time to time in accordance with the next
sentence, the "Ownership Certificate"). The Ownership Certificate may be
amended from time to time by written certificate executed by the Slick 50
Stockholders' Representative and delivered to the Escrow Agent.
(c) The Escrow Agent shall hold the Escrow Deposit in an Escrow Account
(the "Escrow Account") for the benefit of the Applicable Slick 50 Stockholders
and the Indemnitees. The Escrow Deposit shall be held as a trust fund with the
identification number and shall not be subject to any lien or
attachment of any creditor or any party thereto, and shall be used solely for
the purposes and subject to the conditions set forth in this Agreement and the
Amendment.
3.3 Investment of the Escrow Deposit. Except for the release of the
Escrow Deposit pursuant to Section IV hereof, the Escrow Agent shall not sell or
transfer any of the Escrowed Shares. Notwithstanding the foregoing, the Escrow
Agent is hereby authorized and directed to invest any cash contained in the
Escrow Deposit in the following obligations (collectively, the "Permitted
Investments"):
(a) obligations of, or fully guaranteed as to timely payment of principal
and interest by, the United States of America;
(b) such money market funds as are agreed to from time to time by the
Parent and the Slick 50 Stockholders' Representative; and
(c) certificates of deposit with any bank or trust company organized
under the laws of the United States of America or any agency or instrumentality
thereof or under the laws of any state thereof which has a combined capital and
surplus of at least $100,000,000.
Subject to the foregoing limitations, the Escrow Agent shall invest any
such cash in accordance with written instructions delivered to it by the Slick
50 Stockholders' Representative from time to time. Except as
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provided above, the Escrow Agent shall have no power or duty to invest the
Escrow Deposit or to make substitutions therefor or to sell, transfer or
otherwise dispose of investments acquired hereunder.
3.4 Right to Vote the Escrowed Shares. The Slick 50 Stockholders'
Representative, on behalf of the Applicable Slick 50 Stockholders, shall have
the right to direct the Escrow Agent in a writing signed by the Slick 50
Stockholders' Representative to exercise the voting rights pertaining to all or
a portion of the Escrowed Shares that remain in the Escrow Account. The Escrow
Agent shall comply with any such directions. In the absence of such directions,
the Escrow Agent shall vote all of the Escrowed Shares in accordance with the
recommendations of management of the Parent.
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SECTION IV
RELEASE OF THE ESCROW DEPOSIT
4.1 Distribution of Cash Dividends and Income. Any cash dividends
ordinarily declared and paid by the Parent on a quarterly basis with respect to
the Escrowed Shares and deposited pursuant hereto ("Cash Dividends") and all
interest earned on any portion of the Escrow Deposit shall be distributed by
the Escrow Agent to (or as directed by) the Slick 50 Stockholders'
Representative, on behalf of the Applicable Slick 50 Stockholders, promptly
after receipt thereof by the Escrow Agent.
4.2 Distributions for Indemnification. (a) At any time prior to January
15, 1998, (the "Escrow Date"), the Parent may deliver to the Escrow Agent a
certificate (a "Notice of Claim") (i) stating that the Parent is of the opinion
that it may be entitled to indemnification pursuant to paragraph 6 of the
Amendment (an "Indemnified Obligation"), (ii) stating the aggregate amount
(the "Claim Amount") of such Indemnified Obligation, and (iii) specifying in
reasonable detail the nature of such Indemnified Obligation. Upon delivery of
any such Notice of Claim, the Escrow Agent shall, within five (5) days of
receipt thereof, deliver a written notice together with a copy of such Notice
of Claim to the Slick 50 Stockholders' Representative.
(b) If the Slick 50 Stockholders' Representative shall object on behalf
of the Applicable Slick 50 Stockholders to the Indemnification Obligation or the
Claim Amount specified in such Notice of Claim, the Slick 50 Stockholders'
Representative shall, within twenty (20) business days after delivery of the
written notice containing a copy of any such Notice of Claim, deliver to the
Escrow Agent a certificate (a "Reply Certificate") (x) specifying each such
objection, and (y) specifying in reasonable detail the nature and basis for such
objection. Within five (5) business days after delivery to the Escrow Agent of
a Reply Certificate, the Escrow Agent shall deliver a copy of such Reply
Certificate to the Parent. The Parent and the Slick 50 Stockholders'
Representative shall negotiate in good faith for a period of forty-five (45)
days after delivery of such Reply Certificate to the Parent to reach a written
resolution of any objections raised in a Reply Certificate.
(c) If no Reply Certificate is delivered with respect to any Notice of
Claim, then the Slick 50 Stockholders' Representative shall be deemed to have
delivered a Payment Authorization (as defined below) acknowledging the Parent's
right to receive the Claim Amount specified in such Notice of Claim with
respect to the applicable Indemnification Obligation and the Escrow Agent shall
transfer to the Parent a portion of the Escrow Deposit in an amount equal to
such Claim Amount, all in accordance with the procedures set forth in Section
4.2(e).
(d) If the Escrow Agent receives a Reply Certificate in a timely manner
with respect to any Notice of Claim, the Claim Amount referred to in such Notice
of Claim shall be held by the Escrow Agent and shall not be released to the
Parent except upon the Parent's delivery to the Escrow Agent of either (i)
written instructions signed by each of an authorized officer of the Parent and
the Slick 50 Stockholders' Representative directing the Escrow Agent to release
the Claim Amount (or any other amount mutually agreed upon by such parties) or
(ii) a final, non-appealable order, judgment or decree of a court or other body
having jurisdiction over the matters relating to the Indemnification Obligation
referred to in such Notice of Claim demonstrating that the Parent is entitled to
indemnification for such Claim Amount from the Applicable Slick 50 Stockholders
pursuant to the Amendment (either of (i) or (ii), a "Payment Authorization"), at
which date the portion of the amount due to such Parent determined pursuant to
(i) or (ii) above shall promptly be paid to the Parent in accordance with the
procedures set forth herein.
(e) As soon as practicable following receipt by the Escrow Agent of a
Payment Authorization, the Escrow Agent shall pay from the Escrow Deposit to
the Parent, on behalf of the Indemnitee, the amount expressly set forth in such
Payment Authorization. In making such payment, the Escrow Agent shall utilize
the Escrow Deposit as directed in writing by the Slick 50 Stockholders'
Representative on or prior to the date that the Escrow Agent receives a Payment
Authorization, or if not so directed on such date, then as follows, in the
following order of priority, to the extent required to make such payment:
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First, the Escrow Agent shall utilize any cash then held in the
Escrow Deposit;
Second, to the extent of any insufficiency, the Escrow Agent shall
transfer, deliver and assign to the Parent, on behalf of the Indemnitee,
such number of Escrowed Shares (rounded up or down to the nearest whole
share) held in the Escrow Account as shall have a value equal to the
amount required to make or complete such payment, it being understood and
agreed that such Escrowed Shares shall be valued for such purpose based
upon the Average Trading Price for the thirty (30) most recent trading
days on the New York Stock Exchange prior to the date of delivery (the
"Adjusted Average Trading Price"); and
Third, to the extent of any insufficiency, the Escrow Agent shall
sell securities or investments, other than the Escrowed Shares, then held
in the Escrow Deposit for cash and utilize such cash to make up such
insufficiency.
In the event the Escrow Deposit shall be insufficient to pay the amount
expressly set forth in such Payment Authorization, the Escrow Agent shall pay
the entire amount of the Escrow Deposit to the Parent in accordance with this
Section 4.2(e).
(f) To the extent that any payment pursuant to Section 4.2(e)
hereof shall be made in cash, the Escrow Agent shall pay all such amount to the
Parent, on behalf of the Indemnitee, by wire transfer to the bank account or
accounts designated by the Parent to the Escrow Agent in writing not less than
one (1) Business Day prior to the date of such payment.
4.3 Release upon the Escrow Date. (a) On the Escrow Date, the Escrow
Agent shall distribute the Escrow Deposit to the Slick 50 Stockholders'
Representative and terminate the Escrow Account, unless the Escrow Agent shall
have received a Notice of Claim from the Parent prior to the Escrow Date with
respect to an indemnification claim (an "Unresolved Claim") for which the Escrow
Agent has not received a subsequent Payment Authorization or written
notification, signed by the Parent and the Slick 50 Stockholders'
Representative, informing the Escrow Agent of the termination or other
resolution of such claim or claims (each, a "Claim Termination Notice"). If on
the Escrow Date there shall exist any Unresolved Claim, then (i) the Escrow
Agent shall retain the Escrow Deposit in the Escrow Account in an amount
sufficient for the payment of all Claim Amounts with respect to all such
Unresolved Claims, and (ii) the Escrow Agent shall release to the Slick 50
Stockholders' Representative the portion of the Escrow Deposit in the Escrow
Account not otherwise retained in accordance with clause (i). For all purposes
of this Section 4.3(a), the Escrowed Shares shall be deemed to have a per share
value equal to the Adjusted Average Trading Price.
(b) Upon the resolution of any Unresolved Claim, the Escrow Agent
shall (A) release any portion of the Escrow Deposit retained in respect of such
Unresolved Claim (x) to the Parent in accordance with any Payment Authorization
received by the Escrow Agent in respect of such Unresolved Claim or (y) to the
Slick 50 Stockholders' Representative in accordance with any Claim Termination
Notice received by the Escrow Agent in respect of such Unresolved Claim and, if
no other Unresolved Claims remain outstanding, (B) release the remainder of the
Escrow Deposit to the Slick 50 Stockholders' Representative. For purposes of
this Section 4.3(b), the Escrowed Shares shall have a per share value equal to
the Adjusted Average Trading Price.
(c) Any distribution to the Slick 50 Stockholders' Representative
pursuant to this Section 4.3 shall be made by the Escrow Agent, in accordance
with the written instructions of the Slick 50 Stockholders' Representative
(including, without limitation, any instructions as to the liquidation of the
Escrow Account and/or the transfer of the Escrowed Shares to the transfer agent
of the Parent). The Escrow Agent shall sign such stock powers or other
documents of transfer as are necessary to transfer any remaining Escrowed Shares
included within the Escrow Deposit in accordance with such instructions (the
"Released Shares").
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SECTION V
ESCROW AGENT
5.1 Fees. For its services hereunder, the Escrow Agent shall receive
Five Thousand Dollars ($5,000) upon its receipt of the Escrow Deposit at the
Additional Purchase Price Closing and Five Thousand Dollars ($5,000) for each
calendar year (or a prorated portion of $5,000 for any fraction thereof) until
it has delivered all of the Escrow Deposit pursuant to Section 4. The fees
referred to in the foregoing sentence shall be paid by the Parent.
5.2 Responsibilities of Escrow Agent. The Escrow Agent's acceptance of
its duties under this Agreement is subject to the following terms and
conditions, which the parties hereto agree shall govern and control with respect
to its rights, duties, liabilities and immunities:
(a) Except as to its due execution and delivery of the Agreement,
it makes no representation and has no responsibility as to the validity of this
Agreement or of any other instrument referred to herein, or as to the
correctness of any statement contained herein, and it shall not be required to
inquire as to the performance of any obligation under the Amendment;
(b) The Escrow Agent shall be protected in acting upon any written
notice, request, waiver, consent, receipt or other paper or document, not only
as to its due execution and the validity and effectiveness of its provisions,
but also as to the truth of any information therein contained, which it in good
faith believes to be genuine and what it purports to be;
(c) The Escrow Agent shall not be liable for any error of judgment,
or for any act done or step taken or omitted by it in good faith, or for any
mistake of fact or law, or for anything which it may do or refrain from doing in
connection therewith, except its own gross negligence or misconduct;
(d) The Escrow Agent may consult with competent and responsible
legal counsel selected by it, and it shall not be liable for any action taken or
omitted by it in good faith in accordance with the advice of such counsel;
(e) The Parent shall reimburse the Escrow Agent for all expenses
incurred by it in connection with its duties hereunder (other than taxes imposed
in respect of the receipt of fees by the Escrow Agent pursuant to Section 5.1).
The Parent and the Applicable Slick 50 Stockholders agree to jointly and
severally indemnify and hold the Escrow Agent and its directors, employees,
officers, agents, successors and assigns (collectively, the "Indemnified
Parties") harmless from and against any and all losses, claims, damages,
liabilities and expenses (collectively, "Damages"), including, without
limitation, reasonable costs of investigation and counsel fees and expenses
which may be imposed on the Escrow Agent or incurred by it in connection with
its acceptance of this appointment as the Escrow Agent hereunder or the
performance of its duties hereunder. As between the Parent and the Applicable
Slick 50 Stockholders, the party or parties legally liable for any Damages
suffered by the Escrow Agent and for which another party or parties has provided
indemnity, shall reimburse the party or parties providing indemnity the amount
paid immediately upon written demand. Such indemnity includes, without
limitation, Damages incurred in connection with any litigation (whether at the
trial or appellate levels) arising from this Escrow Agreement or involving the
subject matter hereof. The indemnification provisions contained in this
paragraph are in addition to any other rights any of the Indemnified Parties may
have by law or otherwise and shall survive the termination of this Agreement or
the resignation or removal of the Escrow Agent. Notwithstanding any provision
to the contrary in this Escrow Agreement, the Parent and the Applicable Slick 50
Stockholders shall have no liability to the Indemnified Parties with respect to
any Damages that result, directly or indirectly, from the gross negligence or
misconduct of the Escrow Agent;
(f) The Escrow Agent shall have no duties or responsibilities
except those expressly set forth herein, and it shall not be bound by any
modification of this Agreement unless in writing and signed by all parties
hereto or their respective successors in interest;
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(g) The Escrow Agent shall have no responsibility in respect of
the validity or sufficiency of this Escrow Agreement or of the terms hereof.
The recitals of facts in this Escrow Agreement shall be taken as the statements
of the Parent and the Applicable Slick 50 Stockholders, and the Escrow Agent
assumes no responsibility for the correctness of the same. The Escrow Agent
shall be under no obligation or duty to perform any act which would involve it
in an expense or liability or to institute or defend any suit in respect of this
Escrow Agreement or to advance any of its own monies unless properly
indemnified;
(h) The Escrow Agent shall be protected in acting upon any notice,
resolution, request, consent, order, certificate, report, opinion, bond or
other paper or document reasonably believed by it to be genuine and to have
been signed and presented by the proper party or parties. Whenever the Escrow
Agent shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering any action under this Escrow
Agreement, such matter may be deemed conclusively proved and established by a
certificate signed by the Parent and the Slick 50 Stockholders' Representative
(on behalf of the Applicable Slick 50 Stockholders), and such certificate shall
be full warranty for any action taken or suffered in good faith under the
provisions of this Escrow Agreement; and
(i) The Escrowed Agent does not have any interest in the Escrow
Deposit but is serving as escrow agent only and having only possession thereof.
This Section 5.2(i) shall survive notwithstanding any termination of this
Agreement or the resignation of the Escrow Agent.
SECTION VI
MISCELLANEOUS
6.1 Slick 50 Stockholders' Representative. (a) Each Applicable Slick 50
Stockholder hereby irrevocably appoints to act on his behalf, in considering
and certifying the amount of any indemnification hereunder, in communicating
with the Applicable Slick 50 Stockholders, in appointing a successor Escrow
Agent, in considering and acting with respect to any amendment or termination
of this Agreement, and generally in performing all acts expressly required or
permitted to be performed by the Slick 50 Stockholders' Representative pursuant
hereto, Gold Eagle Company to serve as the "Slick 50 Stockholders'
Representative." If Gold Eagle Company should resign or otherwise become
unable to serve as the Slick 50 Stockholders' Representative, the Applicable
Slick 50 Stockholders shall be obligated, within twenty (20) days following any
such event, to elect, by plurality vote, another Slick 50 Stockholders'
Representative hereunder.
(b) The Parent and the Escrow Agent shall have the right to deal
exclusively with the Slick 50 Stockholders' Representative with respect to all
matters under this Agreement and neither the Parent nor the Escrow Agent shall
have any liability to any Applicable Slick 50 Stockholder for any acts or
omissions of the Slick 50 Stockholders' Representative, or any acts or
omissions taken or not taken by the Parent or the Escrow Agent at the direction
of the Slick 50 Stockholders' Representative, including, but not limited to (i)
any acts or omissions relating to the voting of any Escrowed Shares or (ii) the
transferring or the failure to transfer any Released Shares, Cash Dividends,
interest, or other shares or amounts released from the Escrow Account. Upon
any distribution from the Escrow Account to the Slick 50 Stockholders'
Representative (or to one or more of the Applicable Slick 50 Stockholders upon
written instruction of the Slick 50 Stockholders' Representative) in accordance
with this Agreement, the Escrow Agent and the Parent shall be deemed to have
fully satisfied any and all obligations to each Applicable Slick 50 Stockholder
under this Agreement and the Amendment with respect to the amount of such
distribution.
6.2 Amendment and Termination. This Agreement may be amended or
terminated by the written agreement of the parties hereto, or shall terminate
automatically at such time as all securities and funds from the Escrow Deposit
have been paid or distributed in accordance with the terms of this Agreement
and the Escrow Agent has received all fees as described in Section 5.1 hereto.
Notwithstanding the foregoing, all provisions concerning the indemnification of
the Escrow Agent shall survive any termination of this Agreement.
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6.3 Notices. All notices, requests, demands, letters, waivers and other
communications required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given if (a) delivered
personally, (b) mailed, certified or registered mail with postage prepaid, (g)
sent by next-day or overnight mail or delivery or (d) sent by fax, as follows:
To the Slick 50 Stockholders' Representative:
Gold Eagle Company
0000 Xxxxx Xxxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx
Phone:
Fax:
To the Parent:
Quaker State Corporation
000 Xxxx Xxxx Xxxxxxxxx Xxxxxxx
Xxxxxx, XX 00000
Attention: Secretary
Phone: 000-000-0000
Fax: 000-000-0000
To the Escrow Agent:
United States Trust Company of New York
000 X. 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Corporate Trust Division
or to such other Person or address as any party shall specify by notice in
writing to the party entitled to notice. All such notices, requests, demands,
letters, waivers and other communications shall be deemed to have been received
(w) if by personal delivery on the day after such delivery, (x) if by certified
or registered mail, on the fifth (5th) Business Day after the mailing thereof,
(y) if by next-day or overnight mail or delivery, on the day delivered or (z)
if by fax, on the next day following the day on which such fax was sent,
provided that a copy is also sent by certified or registered mail.
6.4 Governing Law. This Agreement shall be construed, performed and
enforced in accordance with the laws of the State of Texas.
6.5 Miscellaneous. This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and assigns. The headings in this
Agreement are for convenience of reference only and shall not define or limit
the provisions hereof. This Agreement may be executed in several counterparts,
each of which is an original but all of which together shall constitute one
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above set forth.
QUAKER STATE CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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QUAKER STATE - SLICK 50, INC.
By: /s/ Xxxxxx X. Xxxxxx
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/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxxx
/s/ A. Xxxxxx Xxxxxxxxxxx
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A. Xxxxxx Xxxxxxxxxxx
/s/ Xxxxx X. Xxxxxxxxxx
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Xxxxx X. Xxxxxxxxxx
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
GOLD EAGLE COMPANY
By: /s/ Xxxxxxx X. Xxxx
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Its: Exec. V.P. Finance
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/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx III
/s/ Xxxxxxxx Xxx Xxxxx, Trustee
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Xxxxxxxx Xxx Xxxxx
/s/ Xxxxxx X. XxXxxxxx
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Xxxxxx X. XxXxxxxx
/s/ Xxxxxxxx X. Xxxxx by Xxx Xxxx,
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Agent and Attorney in Fact
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Xxxxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxxxx
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Executrix of the Estate of
W. O. Xxxxxxx
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxx, Xx.
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Xxx Xxxx
/s/ Xxxx Xxxxxx
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/s/ Xxx Xxxxx
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Xxx Xxxxx
/s/ Xxxxxxx X. X'Xxxx
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Xxxxxxx X'Xxxx
/s/ Xxxxxx Xxxxxxxx
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Xx Xxxxxxxx
/s/ Xxxxxxxx X. Xxxxxxxx
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Xxx Xxxxxxx
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
/s/ W. Xxxxxxx Xxxxxx
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Xxxx Xxxxxx
U. S. TRUST COMPANY OF NEW YORK
/s/ Xxxxxxxx Xxxxxxxxxxxx
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