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EXHIBIT 10.6
This
BUY - SELL AGREEMENT
(Redemption--Cross Purchase)
by and between the
XXXXXXX X. XXXXXXXX IRREVOCABLE TRUST
dated December 31, 1991; and, the
XXXX X. XXXXX IRREVOCABLE TRUST
dated December 31, 1991; and, the
XXXXX X. XXXXXXXX IRREVOCABLE TRUST
dated December 31, 1991; and, the
XXXXXXX X. XXXXXXXX IRREVOCABLE TRUST
dated December 31, 1991; and, the
XXXX X. CLOSE IRREVOCABLE TRUST
dated December 31, 1991; and
YOUNG DENTAL MANUFACTURING COMPANY,
a Missouri corporation.
December 31, 1991
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TABLE OF SECTIONS
Article I. Restriction on Sale
Section
1.1 Transfers.
(a) General Prohibition.
(b) Exceptions: Transfers to Children and Grandchildren.
(1) Effect on Transferor.
(2) Effect on Transferee.
(c) Exceptions: Transfers to Spouse.
(1) Effect on Transferor.
(2) Effect on Transferee.
Article II. Instances When Stockholder Must Offer
Stock--Bona Fide Offer
2.1 Stockholder Has Offer.
(a) Bona Fide Offer.
(b) Price.
(c) Terms.
(d) Mechanics.
(e) Effect on Transferor.
(f) Effect on Transferee.
(g) Closing.
Article III. Stockholder Desires To Sell
3.1 Notice of Desire to Sell.
(a) Notice of Desire to Sell.
(b) Price.
(c) Terms.
(d) Mechanics.
(e) Effect on Transferor.
(f) Effect on Transferee.
(g) Closing.
Article IV. Price
4.1 Price.
(a) Appraisal.
(b) Tax Reserve.
(c) Loan Payment.
Article V. Terms
5.1 Terms.
(a) Years Certain.
Article VI. Mechanics
6.1 Mechanics.
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SECTION
6.1 Mechanics (Continued).
(a) Mechanics--Optional Purchase.
(1) Effect on Transferor.
(2) Effect on Transferee.
ARTICLE VII. ESCROW AND DEFAULT
7.1 Deposit.
(a) Deposit.
(b) Dividends and Vote.
(c) Delivery of Shares.
(d) Default--Less Than 50% Paid for.
(e) Default--More Than 50% Paid for.
(f) Restriction.
(g) Fees.
7.2 Events of Default.
ARTICLE VIII. MISCELLANEOUS--SUBSTANTIVE PROVISIONS
8.1 Valuation of Stock.
8.2 Right of Specific Performance.
8.3 Endorsement on Stock Certificates.
8.4 Changes in Stock Ownership.
8.5 Right to Appoint Employees.
8.6 Termination of Agreement.
8.7 Chapter S Status.
8.8 Disclosures of Information.
ARTICLE IX. MISCELLANEOUS--MECHANICS
9.1 Construction.
9.2 Gender.
9.3 Governing Law.
9.4 Notices.
9.5 Right to Alter.
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BUY-SELL AGREEMENT (REDEMPTION -- CROSS PURCHASE)
THIS AGREEMENT made this 31st day of December, 1991, by and between
XXXXXXX X. XXXXXXXX and XXXX X. XXXXX, Co-Trustees or their successors in trust
under the Xxxxxxx X. Xxxxxxxx Irrevocable Trust dated December 31, 1991; XXXX
X. XXXXX and UNITED MISSOURI BANK OF ST. LOUIS, N.A., Co-Trustees or their
successors in a trust under the Xxxx X. Xxxxx Irrevocable Trust dated December
31, 1991; XXXXX X. XXXXXXXX and UNITED MISSOURI BANK OF ST. LOUIS, N.A.,
Co-Trustees or their successors in trust under the Xxxxx X. Xxxxxxxx
Irrevocable Trust dated December 31, 1991; XXXXXXX X. XXXXXXXX and UNITED
MISSOURI BANK OF ST. LOUIS, N.A., Co-Trustees or their successors in trust
under the Xxxxxxx X. Xxxxxxxx Irrevocable Trust dated December 31, 1991; and
XXXX X. CLOSE and UNITED MISSOURI BANK OF ST. LOUIS, N.A., Co-Trustees or their
successors in trust under the Xxxx X. Close Irrevocable Trust dated December
31, 1991 (hereinafter referred to as the "Stockholders"), and YOUNG DENTAL
MANUFACTURING COMPANY, a Corporation incorporated under the laws of the State
of Missouri (hereinafter referred to as the "Corporation").
WITNESSETH
WHEREAS, at the time of the execution of this Agreement certain voting
common stock of the Corporation, consisting of 48,475 shares, is currently
owned as follows:
Names Number of Shares
Xxxxxxx X. Xxxxxxxx Irrevocable 9,695
Trust dated December 31, 1991
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Names Number of Shares
Xxxx X. Xxxxx Irrevocable Trust 9,695
dated December 31, 1991
Xxxxx X. Xxxxxxxx Irrevocable 9,695
Trust dated December 31, 1991
Xxxxxxx X. Xxxxxxxx Irrevocable 9,695
Trust dated December 31, 1991
Xxxx X. Close Irrevocable Trust 9,695
dated December 31, 1991
WHEREAS, the parties hereto believe it to be in the best interests of
the Stockholders and the Corporation to insure continuity of harmonious
management by restricting the transfer of the stock of the Corporation and to
insure that at a triggering event (which, for the purpose of this Agreement,
shall be defined as any event requiring a Stockholder to offer or sell stock)
said stock shall not pass into the control of persons whose interest might be
incompatible with the interest of the Corporation and the remaining
Stockholder(s):
Now, in consideration of the mutual covenants exchanged and other
valuable consideration, it is hereby agreed as follows:
ARTICLE I
RESTRICTION ON SALE
SECTION 1.1 TRANSFERS
(A) GENERAL PROHIBITION. The Stockholders shall not sell, assign,
pledge or otherwise transfer or encumber in any manner or by any means
whatever, any interest in all or any part of the stock of the Corporation now
owned or hereafter acquired
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by them without having first obtained the consent of all of the other
Stockholders and the Corporation, or offering it to the other Stockholder(s) and
to the Corporation in accordance with the terms and conditions of this
Agreement.
(b) EXCEPTION: TRANSFERS TO CHILDREN AND GRANDCHILDREN. Provided,
however, notwithstanding anything else herein to the contrary, transfers to the
children or grandchildren of any Stockholder, or an irrevocable trust
established for their benefit, shall be permitted and shall not result in a
triggering event. Provided, further, that (if said transfer has occurred) as
to subsequent sales, assignments, pledges, or other transfers or encumbrances
of such stock, for purposes of applying those sections of this Agreement which
restrict the transferee of said stock and/or which subject the said transferee
to a mandatory or optional buy-out upon the occurrence of a triggering event
and/or which require that the transferor buy stock of other Stockholders or
which gives the transferor the option of buying the stock of other Stockholders:
(1) Effect on Transferor. The transferor shall continue to
be completely bound by the terms and provisions of this Agreement to the
extent to which triggering events which relate to the transferor shall
trigger the offer or sale of said stock.
(2) Effect on Transferee. The transferee shall be bound by
the terms and provisions of this Agreement to the extent to which
triggering events which relate to the
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transferee shall trigger the offer or sale of said stock. For purposes
of determining who shall be entitled to purchase or is bound to purchase
stock offered or to be sold, the transferee shall be so entitled or
bound.
c. EXCEPTION: TRANSFERS TO SPOUSE. Provided, however,
notwithstanding anything else herein to the contrary, transfers to the spouse
of any Stockholder or such spouse's living trust shall be permitted and shall
not result in a triggering event. Provided, further, that (if said transfer
has occurred) as to subsequent sales, assignments, pledges, or other transfers
or encumbrances of such stock, for purposes of applying those sections of this
Agreement which restrict the transferee of said stock and/or which subject the
said transferee to a mandatory or optional buy-out upon the occurrence of a
triggering event and/or which require that the transferor buy stock of other
Stockholders or which gives the transferor the option of buying the stock of
other Stockholders:
(1) Effect on Transferor. The transferor shall continue to be
completely bound by the terms and provisions of this Agreement to the
extent to which triggering events which relate to the transferor shall
trigger the offer or sale of said stock.
(2) Effect on Transferee. The transferee shall be bound by the
terms and provisions of this Agreement to the extent to which triggering
events which relate to the transferee shall trigger the offer or sale of
said stock.
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For purposes of determining who shall be entitled to
purchase or is bound to purchase stock offered or to be
sole, the transferee shall be so entitled or bound.
ARTICLE II
INSTANCES WHEN STOCKHOLDER MUST OFFER STOCK--
BONA FIDE OFFER
SECTION 2.1 STOCKHOLDER HAS OFFER
(a) BONA FIDE OFFER. In the event that any Stockholder is in receipt of a
bona fide offer to purchase its stock, and if it shall desire to sell, assign,
transfer or otherwise dispose of its stock without the prior written consent of
the other Stockholder(s), it shall serve notice to such effect upon the other
Stockholder(s) and the Corporation by registered or certified mail, return
receipt requested, and said notice shall indicate the name and address of the
person desiring to purchase the same and the price and terms of payment upon
which said sale is proposed. Said notice shall also extend an offer to sell such
stock to the other Stockholder(s) and the Corporation upon the following price
and terms.
(b) PRICE. The redemption or purchase price paid for each share of stock
shall be as set forth in Article IV.
(c) TERMS. The stock shall be paid for as set forth in Article V.
(d) MECHANICS. Upon such event, the other Stockholders and the Corporation
shall have the option to purchase the
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relevant Stockholder(s)' stock and shall follow the procedures in making such
purchase as are set forth in Article VI.
(e) EFFECT ON TRANSFEROR. The transferor shall continue to be bound
by the terms and provisions of this Agreement to the extent to which triggering
events which relate to the transferor shall trigger the offer or sale of said
stock.
(f) EFFECT ON TRANSFEREE. The transferee shall be bound by the terms
and provisions of this Agreement to the extent to which triggering events which
relate to the transferee shall trigger the offer or sale of said stock. For
purposes of determining who shall be entitled to purchase or is bound to
purchase stock offered or to be sold, the Transferee shall be so entitled or
bound.
(g) CLOSING. In all cases, the closing shall take place within sixty
(60) days of the date on which the Purchaser becomes obligated to purchase the
stock of the selling Stockholder.
ARTICLE III
STOCKHOLDER DESIRES TO SELL
SECTION 3.1 (a) NOTICE OF DESIRE TO SELL.
In the event that any Stockholder, not in receipt of a bona fide offer,
shall desire to transfer its stock, it shall, at least thirty (30) days prior
to the date it desires to transfer its stock, serve notice upon the other
Stockholder(s) and upon the Corporation by registered or certified mail, return
receipt requested, said notice containing an offer to sell such stock to
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the other Stockholder(s) and to the Corporation upon the following price and
terms.
(b) PRICE. The redemption or purchase price paid for each share of
stock shall be as set forth in Article IV.
(c) TERMS. The stock shall be paid for as set forth in Article V.
(d) MECHANICS. Upon such event, the other Stockholders shall have the
option to purchase the relevant Stockholder(s)' stock and shall follow the
procedures in making such purchase as are set forth in Article VI.
(e) EFFECT ON TRANSFEROR. The transferor shall continue to be bound
by the terms and provisions of this Agreement to the extent to which triggering
events which relate to the transferor shall trigger the offer or sale of said
stock.
(f) EFFECT ON TRANSFEREE. The transferee shall be bound by the terms
and provisions of this Agreement to the extent to which triggering events which
relate to the transferee shall trigger the offer or sale of said stock. For
purposes of determining who shall be entitled to purchase or is bound to
purchase stock offered or to be sold, the Transferee shall be so entitled or
bound.
(g) CLOSING. In all cases, the closing shall take place within sixty
(60) days of the date on which the Purchaser becomes obligated to purchase the
stock of the selling Stockholder.
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ARTICLE IV
PRICE
SECTION 4.1 PRICE
The redemption or purchase price paid for each share of stock pursuant
to the terms of this Agreement shall be the value as computed in the following
manner (if not otherwise determined) divided by the number of issued and
outstanding shares:
(a) APPRAISAL. The value of the Corporation (and each Stockholder's
interest) shall be determined by the most recent appraisal made by an
independent Certified Public Accountant. Said appraisals shall be done not less
than every two (2) years.
(b) TAX RESERVE. The above sum shall be reduced by a reserve equal in
amount to fifty (50%) percent of the Corporation's accountant's reasonable
estimate of the Federal and State income taxes which will be payable by the
purchaser as a result of the fact that the purchaser will not receive a
deduction for the purchase of the selling Stockholder's stock.
(c) LOAN PAYMENT. In addition to such redemption or purchase price,
there shall be a repayment by the Corporation of the then outstanding balance
of any sum then loaned to the Corporation by the withdrawing Stockholder (plus
accrued interest, if any) whether or not said sums shall be then due and owing.
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ARTICLE V
TERMS
SECTION 5.1 TERMS
The redemption or purchase price of the capital stock of a Stockholder
shall be paid in the following manner:
(a) YEARS CERTAIN. In the event of a redemption or purchase of the stock
of a Stockholder a down payment shall be made at closing in the amount of ten
(10%) percent of the purchase price. The balance of the redemption or purchase
price shall be paid starting one month thereafter in equal monthly payments
including interest at the rate of ten (10%) percent per annum on the unpaid
balance over ten (10) years. Interest shall commence thirty (30) days after the
Corporation or the remaining Stockholders close on the purchase of the stock of
the selling Stockholder.
ARTICLE VI
MECHANICS
SECTION 6.1 MECHANICS
(a) MECHANICS -- OPTIONAL PURCHASE. Offers made to the Corporation and
Stockholder(s) shall be subject to the following mechanics: the selling
Stockholder or his representative shall give notice of such event to the other
Stockholder(s) and the Corporation, and for a period of thirty (30) days after
the mailing of such notice, the other Stockholder(s) shall have the option to
purchase all (but not part) of the stock so offered in proportion to their
respective stockholdings, unless they refuse
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to exercise their option or otherwise agree to a different percentage. In the
event that none of the other Stockholder(s) shall exercise the option to
purchase as provided herein, the Corporation shall have the right to notify the
selling Stockholder of its exercise of the option to redeem the stock so offered
within thirty (30) days after the termination of the other Stockholder(s)'
option to buy.
In the event that none of the other Stockholder(s) nor the Corporation
shall exercise the option to purchase as provided herein, the offering
Stockholder shall be free to dispose of its interest subject to the following
restrictions:
(1) Effect on Transferor. The transferor shall continue to be bound
by the terms and provisions of this Agreement to the extent to which
triggering events which relate to the transferor shall trigger the offer or
sale of said stock.
(2) Effect on Transferee. The transferee shall be bound by the terms
and provisions of this Agreement to the extent to which triggering
events which relate to the transferee shall trigger the offer or sale of
said stock. For purposes of determining who shall be entitled to purchase
or is bound to purchase stock offered or to be sold, the Transferee shall
be so entitled or bound.
In all cases, the closing shall take place within sixty (60) days of the
date on which the Corporation and/or the other Stockholder(s) elect to purchase
the stock of the selling
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Stockholder at the office of the Accountant for the Corporation at the time of
said Closing, or such other place as may be mutually agreed to by the parties.
ARTICLE VII
ESCROW AND DEFAULT
SECTION 7.1 (a) DEPOSIT
The Stockholder whose stock is being purchased or redeemed, or its
legal representative, shall deposit the shares with an escrow agent who shall
be the Accountant for the Corporation at the time of redemption or purchase, or
such other party as may be mutually agreed to at that time. The shares shall
be duly endorsed in blank for transfer and shall be accompanied by all other
documents necessary for an effective transfer, and the selling Stockholder
shall deposit with the escrow agent sufficient funds to pay for all necessary
transfer costs, if any. The escrow agent shall cause the ownership of the
shares to be recorded in its name, and shall hold the shares until the full
redemption or purchase price is paid.
(b) DIVIDENDS AND VOTE. While the shares are on deposit with the
escrow agent and so long as the purchaser is not in default under this purchase
or redemption Agreement in the payment of the purchase or redemption price and
interest thereon, such purchaser shall have the right to all dividends and to
vote the shares deposited with the escrow agent and the escrow agent and the
selling Stockholder shall, on demand, execute and deliver an effective proxy or
proxies in favor of the purchaser whenever
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demand is made upon them for such proxy or proxies by the purchaser.
(c) DELIVERY OF SHARES. Simultaneously with the last payment of the
purchase or redemption price, the escrow agent shall deliver to the purchaser,
duly endorsed for transfer, all such shares and all other documents necessary
to transfer such shares.
(d) DEFAULT--LESS THAN 50% PAID FOR. In the event that the purchaser
defaults in any payment of the purchase or redemption price and such default
continues for a period of thirty (30) days, and if such default occurs when
less than fifty (50%) percent of the principal purchase price shall have been
paid, the amounts theretofore received by the seller shall be retained as
damages, and in addition the escrow agent shall pay over to the seller any
dividends held by it and return the shares to the seller duly endorsed for
transfer; and the purchaser shall have no rights whatsoever in the shares. In
addition, the seller may claim any decrease between the purchase price of the
shares returned to the seller and their fair market value as of the date of
default.
(e) DEFAULT--MORE THAN 50% PAID FOR. In the event such default occurs
at a time when the purchaser shall have paid fifty (50%) percent or more of the
principal purchase price, the escrow agent shall deliver to the seller, duly
endorsed for transfer, that portion of the shares whose then fair market value
equals the remaining unpaid purchase or redemption price, and shall
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deliver the balance of the shares to the purchaser, duly endorsed for transfer,
together with all dividends held by it. In such event the seller shall retain
the portion of the purchase price theretofore received by it. No other claim
for damages shall be available to the seller.
(f) RESTRICTION. Any shares returned to the seller by the escrow
agent because of the purchaser's default shall be subject to all restrictions
imposed by this Agreement.
(g) FEES. The fees and all other expenses of the escrow agent shall
be split by the purchaser and seller.
SECTION 7.2 EVENTS OF DEFAULT
A default of this Agreement shall occur in any of the following
events. Any delay on the part of the seller in exercising any rights hereunder
shall not operate as a waiver of said rights and acceptance of any payment
after its due date shall not be deemed a waiver of the right to require prompt
payment when due of all other sums, and the acceptance of any payment after the
seller has declared the entire indebtedness due and payable shall not cure any
default of the purchaser or operate as a waiver of any rights of the seller
hereunder.
The events of default are:
(a) Any violation of this Agreement which, after thirty (30) days'
notice, is not cured by the violating party.
(b) Either the Corporation or purchaser makes a general assignment
for creditors, is adjudicated bankrupt, files a voluntary petition in
bankruptcy or reorganization or effects or
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attempts to effect, or applies for a receiver, custodian or trustee for it or
for any substantial portion of its property or assets; or if an order shall be
entered by any court of competent jurisdiction approving an involuntary
petition seeking reorganization; or if a receiver, trustee or custodian shall
be appointed for it for any substantial portion of its property or assets; or if
bankruptcy, reorganization or liquidation proceedings are instituted against
the Corporation or purchaser and remain undismissed for thirty (30) days.
ARTICLE VIII
MISCELLANEOUS--SUBSTANTIVE PROVISIONS
SECTION 8.1 VALUATION OF STOCK
It is agreed by and between the parties hereto, that the redemption or
purchase price determined in accordance with this Agreement shall be the full
value of the stock of the Corporation to be redeemed or purchased and that all
assets, both tangible and intangible, including mortgages, liens, or other
encumbrances of any kind whatsoever, of or upon the assets of the Corporation
have been considered in determining said value.
SECTION 8.2 RIGHT OF SPECIFIC PERFORMANCE
The stock of the Corporation cannot be readily purchased or sold in the
open market, and for that reason among others, the parties will be irreparably
damaged in the event that this Agreement is not specifically enforced. Should
any dispute arise concerning the sale or disposition of the capital stock of
the Corporation, then an injunction may be issued restraining any
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sale or disposition pending the determination of such controversy.
SECTION 8.3 ENDORSEMENT ON STOCK CERTIFICATES
(a) Upon the execution of this agreement or within a reasonable time
thereafter, the Stockholders shall cause their certificates of capital stock of
the Corporation to be endorsed as follows:
"The sale, assignment, transfer, pledge or other disposition of the
shares of capital stock represented by this certificate are subject to
a certain restrictive agreement dated December 31, 1991, a copy of
which agreement is on file in the office of the Corporation."
(b) The parties hereto agree that all stock of the Corporation issued or
transferred to them hereafter shall be subject to this Agreement and shall have
endorsed thereon the notice hereinbefore set forth.
SECTION 8.4 CHANGES IN STOCK OWNERSHIP
It is recognized by all parties to this Agreement that the number of shares
owned by any one Stockholder may vary from time to time. The fact that such
changes occur shall have no effect upon the operation of this Agreement.
SECTION 8.5 RIGHT TO APPOINT EMPLOYEES
All of the foregoing provisions of this Agreement are subject to the right
of the Corporation, acting by a majority of its board of directors, to retain or
discharge the services of any employee. Any provision of this Agreement in
contradiction to the operation of this section shall be void.
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SECTION 8.6 TERMINATION OF AGREEMENT
This Agreement shall terminate upon the occurrence of any of the
following events:
(a) The purchase or redemption of the stock of a party to this
Agreement so as to leave only one Stockholder-party to this Agreement still
owning stock in the Corporation; but such purchase or redemption will still
subject the parties hereto to fulfilling the obligations of this Agreement.
(b) The termination of the Corporation for any cause.
(c) Mutual agreement of the parties.
If the Corporation is adjudicated bankrupt and if the
Corporation is presently obligated to purchase stock, then the seller(s) shall
have the option of canceling the executory portion of such obligation and stock
equal in amount to the greater of: (A) the stock not paid for or, (B) the
value of the stock shall be returned to the seller(s) and the rest shall be
transferred to the bankrupt.
SECTION 8.7 CHAPTER S STATUS
The Stockholders agree that they will cause the Corporation to
elect to be taxed under Chapter S of the Internal Revenue Code and that they
will not transfer the stock of the Corporation if such transfer will cause the
Corporation to lose its election to be taxed under Chapter S of the Internal
Revenue Code. Further, the Stockholders agree not to take any action without
the consent of the Corporation to unilaterally terminate the Selection.
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SECTION 8.8 DISCLOSURE OF INFORMATION
Each Stockholder recognizes and acknowledges that it will have
access to certain confidential information of the Corporation and of entities
affiliated with the Corporation and that such information constitutes valuable,
special and unique property of the Corporation and such other entities. The
Stockholder will not, during or after the term of this Agreement, disclose any
of such confidential information to any person, firm, corporation, association
or other entity for any reason or purpose whatsoever, except to authorized
representatives of the Corporation and its affiliated entities. In the event
of a breach or threatened breach by the Stockholder of the provisions of this
paragraph, the Corporation shall be entitled to an injunction restraining the
Stockholder from disclosing, in whole or in part, such confidential
information. Nothing herein shall be construed as prohibiting the Corporation
from pursuing any other remedies available to it for such breach or threatened
breach, including the recovery of damages from the Stockholder.
ARTICLE IX
MISCELLANEOUS--MECHANICS
SECTION 9.1 CONSTRUCTION
In the event any parts of this Agreement are found to be void,
the remaining provisions of this Agreement shall nevertheless be binding with
the same effect as though the void parts were deleted.
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SECTION 9.2 GENDER
Wherever in this Agreement, words, including pronouns, are used in the
masculine, they shall be read and construed in the feminine or neuter whenever
they would so apply, and wherever in this Agreement, words, including pronouns,
are used in the singular or plural, they shall be read and construed in the
plural or singular, respectively, wherever they would so apply.
SECTION 9.3 GOVERNING LAW
This Agreement shall be subject to, and governed by, the laws of the
State of Missouri irrespective of the fact that one or more of the parties now
is, or may become, a resident of a different state.
SECTION 9.4 NOTICES
All notices under this Agreement shall at the option of the sender be
either served personally upon the party or parties to whom such notice is
directed, or shall be mailed certified mail, postage paid, to the party to whom
it is directed at the residence address of the party to whom directed of which
the sender is reasonably aware of or should be aware of and such mailing shall
constitute full and adequate notice on the date of such mailing of the matter
so mailed.
SECTION 9.5 RIGHT TO ALTER
This Agreement may be altered, amended, or modified only in writing
signed by all of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
the day and year first above written.
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/s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
XXXXXXX X. XXXXXXXX
/s/ Xxxx X. Xxxxx
---------------------------------
XXXX X. XXXXX
Trustees of the Xxxxxxx X.
Xxxxxxxx Irrevocable Trust
dated December 31, 1991
/s/ Xxxx X. Xxxxx
---------------------------------
XXXX X. XXXXX
UNITED MISSOURI BANK OF
ST. LOUIS, N.A.
By:/s/ Xxxxxxx X. Xxxxxx
------------------------------
Senior Vice President
Trustees of the Xxxx X. Xxxxx
Irrevocable Trust dated
December 31, 1991
/s/ Xxxxx X. Xxxxxxxx
---------------------------------
XXXXX X. XXXXXXXX
UNITED MISSOURI BANK OF
ST. LOUIS, N.A.
By:/s/ Xxxxxxx X. Xxxxxx
------------------------------
Senior Vice President
Trustees of the Xxxxx X.
Xxxxxxxx Irrevocable Trust dated
December 31, 1991
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/s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
XXXXXXX X. XXXXXXXX
UNITED MISSOURI BANK OF
ST. LOUIS, N.A.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Senior Vice President
Trustees of the Xxxxxxx X.
Xxxxxxxx Irrevocable Trust dated
December 31, 1991
/s/ Xxxx X. Close
-------------------------------
XXXX X. CLOSE
UNITED MISSOURI BANK OF
ST. LOUIS, N.A.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Senior Vice President
Trustees of the Xxxx X. Close
Irrevocable Trust dated
December 31, 1991
"Stockholders"
YOUNG DENTAL MANUFACTURING
COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------
XXXXXX X. XXXXXXXX
President
"Corporation"
ATTEST:
/s/ Xxxxxxx X. Xxxxxxxxx
------------------------
Secretary
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