Exhibit 10.12
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated as of
September 18, 1997 among THE CHILDREN'S PLACE RETAIL STORES, INC., a Delaware
corporation (the "Company"), THE SK EQUITY FUND, L.P., a Delaware limited
partnership ("SK"), SK INVESTMENT FUND, L.P., a Delaware limited partnership
("SKIF"), XXXXX XXXXXXXX, each of the Persons listed on Schedule 1 and as
signatory hereto (each, a "Management Stockholder" and, collectively, the
"Management Stockholders"), and XXXX XXXXX XXXX XXXXXX, INCORPORATED, a Maryland
corporation ("Xxxx Xxxxx") (all such Persons, other than the Company, the
"Stockholders").
RECITALS
A. The Company and the Stockholders entered into a Registration Rights
Agreement dated as of June 28, 1996 (the "Original Registration Rights
Agreement"), setting forth certain obligations of the Company in respect of the
registration of shares of its Common Stock under the Securities Act of 1933, as
amended.
B. The Company and the Stockholders have now agreed that, in connection
with the Company's initial public offering, it is desirable and in the best
interest of the Company that the Original Registration Rights Agreement be
amended and restated in its entirety to read as hereinafter set forth.
NOW, THEREFORE, the parties hereto agree that the Original Registration
Rights Agreement is hereby amended and restated in its entirety, effective as of
the Effective Date (as defined below), to read in its entirety as follows:
I. DEFINITIONS
1.l Definitions. (a) In addition to the terms defined elsewhere herein,
the following terms have the following meanings when used herein with initial
capital letters:
"Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by or under common control with,
such Person. For the purposes of this definition, "control" when used with
respect to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or
otherwise, and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
"Agreement" means this Agreement, as the same may be amended from time
to time.
"Board of Directors" means the Board of Directors of the Company.
"Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in the City of New York are authorized by law to close.
"Charter" means the Amended and Restated Certificate of Incorporation
of the Company, as amended from time to time.
"Commission" means the Securities and Exchange Commission.
"Common Stock" means the Common Stock, par value $0.10 per share, of
the Company.
"Director" means a member of the Board of Directors.
"Effective Date" means the date of consummation of the Company's
initial public offering under the Securities Act.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Initial Investment" means the investment of $20,505,712 by SK, SKIF,
and Xxxxx Xxxxxxxx in the Company.
"Xxxx Mason Holder" means Xxxx Xxxxx or any Transferee thereof.
"LM Agreement" means the letter agreement dated January 25, 1996 by and
between the Company and Xxxx Xxxxx, as amended to the date hereof.
"Management Permitted Transferee" means with respect to any Management
Stockholder, (i) any spouse or lineal descendant of such Management Stockholder,
(ii) any trust all of the beneficial interests in which is held by such
Management Stockholder and/or such Management Stockholder's spouse and/or lineal
descendants and (iii) any other Management Stockholder; provided, however, that
each such Transferee will be a Management Permitted Transferee for purposes of
this Agreement only if such Transferee shall have executed and delivered to the
Company an instrument reasonably satisfactory to the SK Holders pursuant to
which the Transferee shall have agreed to be bound by the terms of this
Agreement applicable to its Transferor.
"Management Stockholder Group" means each of the Management
Stockholders or any Management Permitted Transferee.
"Person" means an individual, corporation, partnership, trust,
association or any other entity or organization, including without limitation a
government or political subdivision or an agency or instrumentality thereof.
"pro rata" means, with respect to any offer including Common Stock, an
offer based on the relative percentages of Common Stock then held by all of the
holders of Common Stock to whom such offer is made.
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"Public Offering" means any primary or secondary public offering of
Common Stock of the Company pursuant to an effective registration statement
under the Securities Act, other than pursuant to a registration statement on
Form S-4 or Form S-8 or any successor or similar form.
"Qualified Underwriter" means a firm listed on Schedule 2 or otherwise
selected by mutual agreement of the SK Holders and the Company.
"Registrable Securities" means, as the context requires, (a) with
respect to the SK Holders, the shares of Common Stock then held by the SK
Holders, and any additional shares of Common Stock ("Additional Shares")
subsequently paid, issued or distributed in respect of such shares of Common
Stock by way of stock dividend or distribution or stock split or in connection
with a combination of shares, recapitalization, reorganization, merger,
consolidation, pursuant to the Charter or otherwise, (b) with respect to the
Management Stockholders, the shares of Common Stock held as of the Effective
Date and any Additional Shares issued in respect thereof and any Additional
Shares issued upon exercise of stock options granted to any such Management
Stockholder, and (c) with respect to Xxxx Xxxxx, the shares of Common Stock held
as of the Effective Date and any Additional Shares issued in respect thereof.
Registrable Securities will cease to be Registrable Securities when and to the
extent that (i) a registration statement relating to such securities has been
declared effective under the Securities Act and such Registrable Securities have
been disposed of pursuant to such effective Registration Statement, (ii) such
Registrable Securities have been transferred to a party in violation of the
Stockholders Agreement, (iii) such Registrable Securities have ceased to be
outstanding, or (iv) such securities may be sold in a single transaction without
registration pursuant to Rule 144.
"Registration Expenses" means all (i) registration and filing fees with
the Commission, (ii) fees and expenses of compliance with state securities or
blue sky laws (including without limitation reasonable fees and disbursements of
a qualified independent underwriter, if any, counsel in connection therewith and
the reasonable fees and disbursements of counsel in connection with blue sky
qualifications of the Registrable Securities), (iii) printing expenses, (iv)
internal expenses of the Company (including without limitation all salaries and
expenses of officers and employees performing legal or accounting duties), (v)
fees and expenses of counsel and independent public accountants for the Company,
(vi) fees and expenses of any additional experts retained by the Company in
connection with such registration, (vii) fees and expenses of listing the
Registrable Securities, if any, (viii) transfer taxes, and (ix) reasonable fees
and expenses of one counsel for the Stockholders, which counsel will be selected
by the Stockholders holding a majority of Registrable Securities included in the
registration.
"Regulation D" means Regulation D under the Securities Act.
"Rule 144" means Rule 144 under the Securities Act, as such rule may be
amended from time to time.
"Securities Act" means the Securities Act of 1933, as amended.
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"Shelf Registration" means a registration statement on the appropriate
form pursuant to Rule 415 under the Securities Act (or any successor rule that
may be adopted by the Commission).
"XX Xxxxxx" means SK, SKIF or Xxxxx Xxxxxxxx or any Transferee thereof.
For purposes of this Agreement, any action contemplated to be taken by the SK
Holders will be effective if approved by the XX Xxxxxx which owns the largest
portion of the Common Stock owned by all SK Holders as of the relevant time.
"SK Limit" means an amount of Registrable Securities equal to the
lesser of (x) an amount comprising 50% of the aggregate amount of Registrable
Securities to be sold by all stockholders pursuant to the registration statement
in question and (y) an amount of Registrable Securities having a market value
equal to the Initial Investment.
"Stockholders Agreement" means the Amended and Restated Stockholders
Agreement dated as of the date hereof by and among the Company, SK, SKIF, Xxxxx
Xxxxxxxx and the Management Stockholders.
"Transferee" means any Person to whom any Stockholder transfers any
Common Stock (other than in a sale pursuant to an effective registration
statement under the Securities Act or without registration pursuant to Rule 144)
in accordance with the Stockholders Agreement and who agrees in writing to be
bound by and to comply with all applicable provisions of this Agreement.
"Underwriter" means a securities dealer who purchases any Registrable
Securities as a principal in connection with a distribution of such Registrable
Securities and not as part of such dealer's market-making activities.
II. REGISTRATION RIGHTS
2.1 SK Demand Registration. (a) At any time and from time to time
following the nine month anniversary of the Effective Date, the SK Holders may
make written requests for registration under the Securities Act of all or part
of the SK Holders' Registrable Securities (a "SK Demand Registration");
provided, however, that the Company will not be obligated to effect an SK Demand
Registration on more than 3 occasions. Such request will specify the number of
shares of Registrable Securities proposed to be offered for sale by the SK
Holders and will also specify the intended method of disposition thereof. In
connection therewith, the Company will give the notices required by Section
2.2(a) but as applied to an SK Demand Registration.
(b) If the SK Holders so elect, the offering of the SK Holders'
Registrable Securities pursuant to such SK Demand Registration will be in the
form of an underwritten offering. The SK Holders will select a Qualified
Underwriter as the managing Underwriter and, subject to the LM Agreement, any
additional underwriters in connection with the offering. A registration will not
count as an SK Demand Registration until it has become effective.
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(c) If, in connection with any SK Demand Registration, the Company or
any other Stockholders also propose to sell securities and the managing
Underwriter of an offering described in this Section 2.1 advises the Company,
the SK Holders and such other Stockholders in writing that the success or
pricing of the offering would be materially and adversely affected by the
inclusion of all of the securities requested to be included, then the Company
will include in such registration (i) first, the Registrable Securities
requested to be included by the SK Holders, which number of securities to be
registered will be reduced to the extent necessary to reduce the total amount of
securities to be included in such offering to the amount recommended by such
managing Underwriter, (ii) second, such number of other Registrable Securities
as the Management Stockholders and the Xxxx Xxxxx Xxxxxx propose to offer for
sale and the managing Underwriter recommends be included in such offering,
allocated pro rata among such Stockholders, which number of securities to be
registered will be reduced to the extent necessary to reduce the total amount of
Securities to be included in such offering to the amount recommended by such
managing underwriter, (iii) third, the securities the Company proposes to offer
for sale, which number of securities to be registered will be reduced to the
extent necessary to reduce the total amount of securities to be included in such
offering to the amount recommended by such managing Underwriter and (iv) fourth,
such number of other Registrable Securities as the Stockholders propose to offer
for sale and the managing Underwriter recommends be included in such offering,
allocated pro rata among such Stockholders.
(d) Notwithstanding the foregoing provisions of this Section 2.1, the
SK Holders may not request an SK Demand Registration (i) if a registration
statement has been filed by the Company with the Commission, unless such
registration statement has been withdrawn or has been effective for a period of
90 calendar days, or (ii) if an underwritten offering of Common Stock (whether
for the account of the Company or any other security holders) has been
consummated within the preceding nine months; provided, however, the limitations
in this sentence will not apply if the SK Holders were not given the
opportunity, in accordance with Section 2.2, to include their Registrable
Securities in the registration statement described in clause (i) or the
underwritten offering described in clause (ii) (as applicable).
(e) Notwithstanding the foregoing provisions of this Section 2.1, in
the event the Company receives notice of an SK Demand Registration, the Company
may elect once, and only once, by written notice to the SK Holders within 20
days after receipt of such notice, to proceed with a registration of Common
Stock for the Company's account in lieu of proceeding with the SK Demand
Registration, in which case the provisions of Section 2.2 (and not this Section
2.1) will apply. If the Company exercises the right described in the preceding
sentence, the SK Holders will not be deemed (for purposes of determining the
number of future SK Demand Registrations that may be demanded under the terms of
this Agreement) to have exercised the right to request an SK Demand Registration
unless at least 80% of the Registrable Securities that the SK Holders desired to
include in such registration were included pursuant to Section 2.2.
2.2 Piggyback Rights. (a) If the Company proposes to file a
registration statement under the Securities Act with respect to an offering of
any shares of Common Stock (i) for its own account (other than a registration
statement on Form S-4 or S-8 (or any substitute form that may be adopted by the
Commission)) or (ii) for the account of any holder of its securities,
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including without limitation an SK Demand Registration or a Nomura Demand
Registration or a registration of shares to be sold by the Management
Stockholders, who will have the right to demand such registration at any time
and from time to time, subject to the rights of the Company and the other
Stockholders hereunder, or a registration of shares to be sold by the Xxxx Xxxxx
Xxxxxx, then the Company will give written notice of such proposed offering to
the holders of Registrable Securities as soon as practicable (provided that
holders of Registrable Securities will be given such notice not less than 20
calendar days prior to the deadline set by the Company for electing to include
Registrable Securities in such offering), and such notice will offer such
holders the opportunity, in accordance with Section 2.2(b), to register such
number of shares of Registrable Securities as such holders may request on the
same terms and conditions as the registration of the Company's or such other
holders' securities. If the Company so elects, the offering contemplated by this
Section 2.2 will be in the form of an underwritten offering. The Company will
select a Qualified Underwriter as the managing Underwriter and, subject to the
LM Agreement, any additional underwriters in connection with the offering.
(b) Whenever the Company proposes to file a registration statement in
accordance with Section 2.2(a) (except in the case of an SK Demand Registration,
for which Section 2.1(c) will govern), the Company will include in such
registration all Registrable Securities which any Stockholder requests to be
included therein; provided, however, that if the managing Underwriter of an
underwritten offering under this Section 2.2 advises the Company and such
Stockholders in writing that the number of securities requested to be included
in such registration exceeds the number of shares of Common Stock which can be
sold in such offering or would have an adverse impact on the price of such
securities, then the Company will include in such registration (i) first, the
securities the Company proposes to sell and (ii) second, the Registrable
Securities of the Stockholders requested to be included in such registration,
allocated in accordance with Section 2.4.
(c) A request by any Stockholder to include Registrable Securities in a
proposed underwritten offering pursuant to this Section 2.2 will not be deemed
to be a request for a demand registration pursuant to Section 2.1.
2.3 Certain Limitations. Notwithstanding any other provision hereof,
(i) neither the Company nor any Stockholder will have the right to initiate or
demand a registration hereunder unless (x) it proposes to include therein
Registrable Securities which it believes in good faith to have a value of at
least $30,000,000 or (y) in the case of any Stockholder, not less than 80% of
the Registrable Securities owned by the SK Holders or the Management
Stockholders are to be included therein and (ii) the managing Underwriter and
any co-managing underwriter of any offering hereunder must be a Qualified
Underwriter.
2.4 Allocation of Registrable Securities Among Stockholders. In the
event of any registration to which the proviso to Section 2.2(b) applies, after
all securities that the Company proposes to sell are included in such
registration, Registrable Securities of the stockholders requested to be
included in such registration will be included therein according to the
following priorities: (i) first, the Registrable Securities proposed to be
included by the SK Holders will be included, up to the SK Limit (after giving
effect to all prior sales of Registrable Securities of the
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SK Holders), which number of securities to be registered will be reduced to the
extent necessary to reduce the total amount of securities to be included in such
offering to the amount recommended by such managing Underwriter, (ii) second,
any Registrable Securities proposed to be included by the Management
Stockholders and the Xxxx Xxxxx Xxxxxx, up to an amount equal to the number of
Registrable Securities to be included for the account of the SK Holders,
allocated pro rata among such Stockholders, which number of securities to be
registered will be reduced to the extent necessary to reduce the total amount of
securities to be included in such offering to the amount recommended by such
managing Underwriter, and (iii) third, any remaining Registrable Securities
proposed to be included by the Stockholders which the managing Underwriter
recommends be included shall be included, allocated pro rata among such
stockholders.
III. REGISTRATION PROCEDURES
3.1 Filings; Information. Whenever a Stockholder (the "Registering
Stockholder") requests that any Registrable Securities be registered pursuant to
Article II, the Company will use its best efforts to effect the registration of
such Registrable Securities to the extent required by Article II, as promptly as
is practicable, and in connection with any such request:
(a) The Company will as expeditiously as possible prepare and file with
the Commission a registration statement on any form for which the Company then
qualifies and which counsel for the Company deems appropriate and available for
the sale of the Registrable Securities to be registered thereunder in accordance
with the intended method of distribution thereof, and use its best efforts to
cause such filed registration statement to become and remain effective for a
period of not less than 90 calendar days or, if less, the period required for
such Registrable Securities to be sold; provided, however, that if the Company
furnishes to the Registering Stockholder a certificate signed by the Company's
Chief Executive Officer stating that the Board of Directors has determined that
it would be materially detrimental or otherwise materially disadvantageous to
the Company or its Stockholders (whether because of any proposed material
transaction or otherwise) for such a registration statement to be filed as
expeditiously as possible, the Company will have a period of not more than 120
calendar days within which to file such registration statement measured from the
date of the Company's receipt of the Registering Stockholder's request for
registration.
(b) The Company will, if requested, prior to filing such registration
statement or any amendment or supplement thereto, furnish to the Registering
Stockholder and each applicable Underwriter, if any, copies thereof, and
thereafter furnish to the Registering Stockholder and each such Underwriter, if
any, such number of copies of such registration statement, amendment and
supplement thereto (in each case including all exhibits thereto and documents
incorporated by reference therein) and the prospectus included in such
registration statement (including each preliminary prospectus) as the
Registering Stockholder or each such Underwriter may reasonably request in order
to facilitate the sale of the Registrable Securities.
(c) After the filing of the registration statement, the Company will
promptly notify the Registering Stockholder of any stop order issued or, to the
Company's knowledge, threatened
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to be issued by the Commission or any state securities agency or authority and
take all reasonable actions required to prevent the entry of such stop order or
to remove it if entered.
(d) The Company will endeavor to qualify the Registrable Securities for
offer and sale under such other securities or blue sky laws of such
jurisdictions in the United States as the Registering Stockholder reasonably
requests; provided, however, that the Company will not be required to (i)
qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subsection (d), (ii) subject
itself to taxation in any such jurisdiction, or (iii) consent to general service
of process in any such jurisdiction.
(e) The Company will as promptly as is practicable notify the
Registering Stockholder, at any time when a prospectus relating to the sale of
the Registrable Securities is required by law to be delivered in connection with
sales by an Underwriter or dealer, of the occurrence of any event requiring the
preparation of a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus will not contain an untrue statement of a material fact or omit to
state any 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 and promptly make available to the Registering Stockholder
and to the Underwriters any such supplement or amendment. The Registering
Stockholder agrees that, upon receipt of any notice from the Company of the
occurrence of any event of the kind described in the preceding sentence, the
Registering Stockholder will forthwith discontinue the offer and sale of
Registrable Securities pursuant to the registration statement covering such
Registrable Securities until receipt by the Registering Stockholder and the
Underwriters of the copies of such supplemented or amended prospectus and, if so
directed by the Company, the Registering Stockholder will deliver to the Company
all copies, other than permanent file copies then in the Registering Stockholder
possession, of the most recent prospectus covering such Registrable Securities
at the time of receipt of such notice. In the event the Company gives such
notice, the Company will extend the period during which such registration
statement will be effective as provided in Section 3.1(a) by the number of days
during the period from and including the date of the giving of such notice to
the date when the Company will make available to the Registering Stockholder
such supplemented or amended prospectus.
(f) The Company will enter into customary agreements (including in the
case of an underwritten offering an underwriting agreement in customary form)
and the Company and its officers will take such other actions as are reasonably
required in order to expedite or facilitate the sale of such Registrable
Securities, including participation in any "road show" undertaken in connection
with such sale.
(g) The Company will furnish to the Registering Stockholder and to each
Underwriter a signed counterpart, addressed to the Registering Stockholder or
such Underwriter, of (i) an opinion or opinions of counsel to the Company and
(ii) a comfort letter or comfort letters from the Company's independent public
accountants, each in customary form and covering such matters of the type
customarily covered by opinions or comfort letters, as the case may be, as the
Registering Stockholder or the managing Underwriter may reasonably request.
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(h) The Company will make generally available to its security holders,
as soon as reasonably practicable, an earnings statement covering a period of 12
months, beginning within three months after the effective date of the
registration statement, which earnings statement will satisfy the provisions of
Section 11(a) of the 1933 Act and the rules and regulations of the Commission
thereunder.
(i) The Company will use its reasonable efforts to cause all such
Registrable Securities to be listed on each securities exchange on which
securities of the same class issued by the Company are then listed.
(j) The Company may require the Registering Stockholder promptly to
furnish in writing to the Company such information regarding the Registering
Stockholder, the plan of distribution of the Registrable Securities and other
information as the Company may from time to time reasonably request or as may be
legally required in connection with such registration. The furnishing of such
information will be a condition to the Company's obligations hereunder.
3.2 Registration Expenses. Registration Expenses incurred in connection
with any registration made or requested to be made pursuant to Article II will
be borne by the Company, whether or not any such registration statement becomes
effective, to the extent permitted by applicable law. The Registering
Stockholder will pay, on a pro rata basis, any underwriting fees, discounts or
commissions attributable to the sale of the Registrable Securities.
3.3 Indemnification by the Company. The Company agrees to indemnify and
hold harmless each Registering Stockholder, its officers and directors, and each
Person, if any, who controls each such Registering Stockholder within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
from and against any and all losses, claims, damages, liabilities and expenses
caused by any untrue statement or alleged untrue statement of a material fact
contained in any registration statement or prospectus relating to the
Registrable Securities (as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto) or any preliminary prospectus,
or caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages, liabilities or
expenses are caused by any such untrue statement or omission or alleged untrue
statement or omission based upon information furnished in writing to the Company
by or on behalf of such Registering Stockholder expressly for use therein;
provided, however, that the foregoing indemnity agreement with respect to any
preliminary prospectus will not inure to the benefit of any Registering
Stockholder if a copy of the current prospectus was not provided to the
applicable purchaser by such Registering Stockholder and such current copy of
the prospectus would have cured the defect giving rise to such loss, claim,
damage, liability or expenses. The Company also agrees to indemnify any
Underwriters of the Registrable Securities, their officers and directors and
each Person who controls such underwriters on substantially the same basis as
that of the indemnification of the Registering Stockholders provided in this
Section 3.3.
3.4 Indemnification by Registering Stockholders. Each Registering
Stockholder registering shares pursuant to Article II agrees, severally but not
jointly, to indemnify and hold
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harmless the Company, its officers and Directors and each Person, if any, who
controls the Company within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act to the same extent as the foregoing
indemnity from the Company to such Registering Stockholder, but only with
reference to information related to such Registering Stockholder furnished in
writing by or oh behalf of such Registering Stockholder expressly for use in any
registration statement or prospectus relating to the Registrable Securities, or
any amendment or supplement thereto or any preliminary prospectus; provided,
however, that in no event will the liability of any Registering Stockholder
under this Section 3.4 be greater in amount than the dollar amount of the
proceeds received by such holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation. Each such Registering
Stockholder also agrees to indemnify and hold harmless any Underwriters of the
Registrable Securities, their officers and directors and each Person who
controls such Underwriters on such terms as provided for in underwriting
agreement relating to such offering.
3.5 Conduct of Indemnification Proceedings. In case any proceeding
(including any governmental investigation) is instituted involving any person in
respect of which indemnity may be sought pursuant to Section 3.3 or Section 3.4,
such Person will promptly notify the Person against whom such indemnity may be
sought in writing and the indemnifying party upon request of the indemnified
party will retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may
designate in such proceeding and will pay the fees and disbursements of such
counsel related to the proceeding; provided, however, that the failure to so
notify the indemnifying Person shall not relieve the indemnifying party from any
liability that it may otherwise have to such indemnified Person, except to the
extent the indemnifying Person shall have been materially prejudiced by such
failure. In any such proceeding, any indemnified party will have the right to
retain its own counsel, but the fees and expenses of such counsel will be at the
expense of such indemnified party unless (a) the indemnifying party and the
indemnified party have mutually agreed to the retention of such counsel or (b)
the named parties to any such proceeding (including any impleaded parties)
include both the indemnified party and the indemnifying party and representation
of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them, in which case the fees and expenses
of such counsel will be paid by the Company. It is understood that the
indemnifying party will not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel) at any time for all such indemnified parties, and that all such
reasonable fees and expenses will be reimbursed as they are incurred. In the
case of the retention of any such separate firm for the indemnified parties,
such firm will be designated in writing by the indemnified parties. The
indemnifying party will not be liable for any settlement of any proceeding
effected without its consent, but if settled with such consent, or if there be a
final judgment for the plaintiff, the indemnifying party will indemnify and hold
harmless such indemnified parties from and against any loss or liability (to the
extent stated above) by reason of such settlement or judgment.
3.6 Contribution. (a) If the indemnification provided for herein is for
any reason unavailable to the indemnified parties in respect of any losses,
claims, damages or liabilities referred to herein, then each such indemnifying
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party, in lieu of indemnifying such indemnified party, will contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities in such proportion as is appropriate to reflect
the relative fault of the Company, the Registering Stockholders and any
Underwriter in connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative fault of the Company, the Registering
Stockholders and the Underwriter will be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by such party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
(b) The Company and each Registering Stockholder agree that it would
not be just and equitable if contribution pursuant to this Section 3.6 were
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding subsection. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the
immediately preceding subsection will be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 3.6, no
Registering Stockholder will be required to contribute any amount by reason of
such untrue or alleged untrue statement or omission or alleged omission in
excess of the amount received by such Registering Stockholder upon the sale of
the Registrable Securities giving rise to such contribution obligation. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) will be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
3.7 Participation in Underwritten Registrations. Notwithstanding any
other provision of this Agreement, no Person may participate in any underwritten
registration hereunder unless such Person (a) agrees to sell such Person's
securities on the basis provided in any reasonable underwriting arrangements
approved by the Company or other Persons entitled hereunder to approve such
arrangements and (b) completes and executes all customary questionnaires, powers
of attorney, indemnities, underwriting agreements, "lock-up" agreements and
other documents reasonably required under the terms of such underwriting
arrangements and these registration rights.
3.8 Rule 144. The Company will file any reports required to be filed by
it under the Securities Act and the Exchange Act and will take such further
action as any Stockholder may reasonably request to the extent required from
time to time to enable the Stockholders to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 under the Exchange Act, as such Rule may be amended from
time to time, or other appropriate rule or regulation adopted by the Commission.
Upon the request of any Stockholder, the Company will deliver to the Stockholder
a written statement as to whether the Company has complied with such reporting
requirements.
-11-
3.9 Restrictions on Public Sale by Holders of Registrable Securities.
(a) If and to the extent requested by the managing Underwriter or Underwriters
in the case of an underwritten Public Offering, each of the Stockholders agrees
not to effect, except as part of such registration, any sale of the shares of
Common Stock or a similar security of the Company, or any securities convertible
into or exchangeable or exercisable for such securities during such time period
to which the Company agrees not to effect any sale of securities in connection
therewith, or to which the Registering Stockholder agrees if the Company does
not include any securities therein. In addition, each of the Stockholders agrees
to execute any customary lock-up agreement reasonably requested by the managing
Underwriter to confirm its agreement in accordance with the preceding sentence,
but only if identical lock-up agreements are required of all Stockholders.
(b) Nothing in this Agreement will diminish or otherwise affect the
restrictions on transfer contained in the Stockholders Agreement.
3.10 Limitation on Future Registration Rights. So long as the SK
Holders continue to own Common Stock, the Company will not grant or agree to
grant registration rights in respect of any Common Stock of the Company (or
securities convertible or exchangeable into or exercisable for Common Stock) to
any other Person which would interfere with the rights of the SK Holders
hereunder, without the prior written consent of the SK Holders. The provisions
of this Section 3.10 will cease to apply with respect to the SK Holders once the
shares of Common Stock beneficially owned by the SK Holders represent less than
10% of the shares of Common Stock beneficially owned by the SK Holders on the
Effective Date.
IV. MISCELLANEOUS
4.1 Headings. The headings in this Agreement are for convenience of
reference only and will not control or affect the meaning or construction of any
provisions hereof.
4.2 Entire Agreement. This Agreement constitutes the entire agreement
among the parties with respect to the subject matter of this Agreement. This
Agreement supersedes all prior agreements and understandings, both oral and
written, among the parties with respect to the subject matter of this Agreement.
This Agreement is not intended to confer upon any Person other than the parties
hereto and thereto any rights or remedies hereunder or thereunder.
4.3 Notices. Any notice, request, instruction or other document
required or permitted to be given hereunder by any party hereto to another party
hereto will be in writing and will be given to such party at its address set
forth in Annex I attached hereto, with, in the case of the Company, a copy sent
to the Company's Secretary at the Company's principal executive offices or to
such other address as the party to whom notice is to be given may provide in a
written notice to the party giving such notice, a copy of which written notice
will be on file with the Secretary of the Company. Each such notice, request or
other communication will be effective (a) if given by certified mail, 96 hours
after such communication is deposited in the mails with certified postage
prepaid addressed as aforesaid, (b) one Business Day after being furnished to a
nationally recognized overnight courier for next Business Day delivery, and (c)
on the date sent if sent by electronic facsimile transmission, receipt
confirmed.
-12-
4.4 Governing Law. This Agreement will be governed by, and construed in
accordance with, the laws of the State of New York without regard to the
conflict of laws rules of such state, provided, however, that to the extent any
of the respective rights or obligations of the parties relate to matters of the
General Corporation Law of the State of Delaware (the "GCL"), the provisions of
the GCL shall govern in respect thereof.
4.5 Severability. The invalidity or unenforceability of any provisions
of this Agreement in any jurisdiction will not affect the validity, legality or
enforceability of the remainder of this Agreement in such jurisdiction or the
validity, legality or enforceability of this Agreement, including any such
provision, in any other jurisdiction, it being intended that all rights and
obligations of the parties hereunder will be enforceable to the fullest extent
permitted by law.
4.6 Termination. All rights and obligations hereunder will extend and
continue to apply until such time as all Registrable Securities may be offered
and sold without registration under the Securities Act.
4.7 Successors, Assigns and Transferees. The provisions of this
Agreement will be binding upon and inure to the benefit of the parties hereto
and their respective heirs, successors, assigns and permitted Transferees.
Except as expressly contemplated hereby, neither this Agreement nor any
provision hereof will be construed so as to confer any right or benefit upon any
Person other than the parties to this Agreement and their respective successors
and permitted assigns.
4.8 Amendments; Waivers. (a) No failure or delay on the part of any
party in exercising any right, power or privilege hereunder will operate as a
waiver thereof, nor will any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided will be cumulative and not
exclusive of any rights or remedies provided by law.
(b) Neither this Agreement nor any term or provision hereof may be
amended or waived except by an instrument in writing signed, by (i) the Company,
(ii) the SK Holders owning a majority of the Common Stock then held by the SK
Holders and entitled to the benefits of this Agreement, and (iii) the
Stockholders, other than the SK Holders, owning a majority of the Registrable
Securities then held by such Stockholders and entitled to the benefits of this
Agreement.
4.9 Counterparts. This Agreement may be executed in any number of
counterparts, each of which will be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
4.10 Remedies. The parties hereby acknowledge that money damages would
not be adequate compensation for the damages that a party would suffer by reason
of a failure of any other party to perform any of the obligations under this
Agreement. Therefore, each party hereto agrees that specific performance is the
only appropriate remedy under this Agreement and hereby waives the claim or
defense that any other party has an adequate remedy at law.
-13-
4.11 Consent to Jurisdiction. Each of the parties hereto irrevocably
submits to the exclusive jurisdiction of either (i) any court located in the
Borough of Manhattan or the United States Federal Court sitting in the Southern
District of New York or (ii) any court located in the State of Delaware or the
United States District Court for the District of Delaware (including any
appellate court therefrom) over any suit, action or proceeding arising out of or
relating to this Agreement. Each of the parties hereto consents to process being
served in any such suit, action or proceeding by serving a copy thereof upon the
agent for service of process, provided that to the extent lawful and possible,
written notice of such service will also be mailed to such party, as the case
may be. Each of the parties hereto agrees that such service will be deemed in
every respect effective service of process upon such party hereto, in any such
suit, action or proceeding and will be taken and held to be valid personal
service upon such party. Nothing in this subsection will affect or limit any
right to serve process in any manner permitted by law, to bring proceedings in
the courts of any jurisdiction or to enforce in any lawful manner a judgment
obtained in one jurisdiction in any other jurisdiction. Each of the parties
hereto waives any right it may have to assert the doctrine of forum non
conveniens or to object to venue to the extent any proceeding is brought in
accordance with this Section 4.11. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
-14-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
THE CHILDREN'S PLACE RETAIL STORES, INC.
By: /s/ Xxxx Xxxxx
-------------------------------------------
Name: Xxxx Xxxxx
Title: Chief Executive Officer and Chairman
of the Board
/s/ Xxxx Xxxxx
-----------------------------------------------
Xxxx Xxxxx
/s/ Xxxxx Xxxxx
-----------------------------------------------
Xxxxx Xxxxx
/s/ Xxxxxx Xxxxx
-----------------------------------------------
Xxxxxx Xxxxx
/s/ Xxxxxxx Xxxxxxxxxxx
-----------------------------------------------
Xxxxxxx Xxxxxxxxxxx
/s/ Xxxxxxx Xxxxxx
-----------------------------------------------
Xxxxxxx Xxxxxx
-15-
/s/ Xxxxxxx Xxxxx
-----------------------------------------------
Xxxxxxx Xxxxx
/s/ Xxxxxx Xxxxxx
-----------------------------------------------
Xxxxxx Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxx Xxxxxxxxx
-----------------------------------------------
Xxxxxx Xxxxxxxxx
-16-
Xxxx Xxxxx Grantor Trust
By: /s/ Xxxx Xxxxx
-------------------------------------------
Name: Xxxx Xxxxx
Title: Trustee
Xxxx Xxxxx and Xxxx Xxxxx as
Trustees u/a/d 8/25/88 f/b/o Xxxxxx
Xxxxx, Xx.
By: /s/ Xxxx Xxxxx
-------------------------------------------
Name: Xxxx Xxxxx
Title: Trustee
Xxxx Xxxxx and Xxxx Xxxxx as Trustees
u/a/d 8/25/88 f/b/o Xxxxxxx Xxxxx
By: /s/ Xxxx Xxxxx
-------------------------------------------
Name: Xxxx Xxxxx
Title: Trustee
Xxxx Xxxxx and Xxxx Xxxxx as Trustees
u/a/d 8/25/88 f/b/o Xxx Xxxxx
By: /s/ Xxxx Xxxxx
-------------------------------------------
Name: Xxxx Xxxxx
Title: Trustee
Xxxx Xxxxx and Xxxxx Xxxxx as Custodians
under the UGMA f/b/o Xxxx Xxxxx
By: /s/ Xxxxx Xxxxx
-------------------------------------------
Name: Xxxxx Xxxxx
Title: Custodian
-17-
Xxxx Xxxxx and Xxxxx Xxxxx as Custodians
under the UGMA f/b/o Xxxxxx Xxxxx
By: /s/ Xxxxx Xxxxx
-------------------------------------------
Name: Xxxxx Xxxxx
Title: Custodian
Xxxxxx Xxxxx as Trustee
u/a/d 8/29/88 f/b/o Xxxxxx Xxxxx, Xx.
By: /s/ Xxxxxx Xxxxx
-------------------------------------------
Name: Xxxxxx Xxxxx
Title: Trustee
Xxxxxx Xxxxx as Trustee
u/a/d 8/29/88 f/b/o Xxxxxxx Xxxxx
By: /s/ Xxxxxx Xxxxx
-------------------------------------------
Name: Xxxxxx Xxxxx
Title: Trustee
Xxxxxx Xxxxx as Trustee
u/a/d 8/29/88 f/b/o Xxx Xxxxx
By: /s/ Xxxxxx Xxxxx
-------------------------------------------
Name: Xxxxxx Xxxxx
Title: Trustee
Xxxxxx Xxxxx as Trustee
u/a/d 8/29/88 f/b/o Xxxxxxx Xxxxx
By: /s/ Xxxxxx Xxxxx
-------------------------------------------
Name: Xxxxxx Xxxxx
Title: Trustee
-18-
Xxxx Xxxxx and Xxxx Xxxxx as Trustees
u/a/d 8/31/92 f/b/o Xxxxxxx Xxxxx
By: /s/ Xxxx Xxxxx
-------------------------------------------
Name: Xxxx Xxxxx
Title: Trustee
Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees
u/a/d 2/2/97 f/b/o Xxxx Xxxxx
By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Trustee
Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees
u/a/d 2/2/97 f/b/o Xxxxx Xxxxx
By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Trustee
Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees
u/a/d 2/2/97 f/b/o Xxxxx Xxxxxxxxxxx
By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Trustee
Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees
u/a/d 2/2/97 f/b/o Xxxxxxx Xxxxxxxxx
By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Trustee
-19-
Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees
u/a/d 2/2/97 f/b/o Xxxxxx Xxxx
By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Trustee
Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees
u/a/d 2/2/97 f/b/o Xxxxxx Xxxxx
By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Trustee
Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees
u/a/d 2/2/97 f/b/o Xxx Xxxxx
By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Trustee
Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees
u/a/d 2/2/97 f/b/o Xxxx Xxxxx
By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Trustee
Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees
u/a/d 2/2/97 f/b/o Xxxxx Xxxxx
By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Trustee
-20-
Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees
u/a/d 2/2/97 f/b/o Xxxxx Xxxxx
By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Trustee
Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees
u/a/d 2/2/97 f/b/o Xxxxxx Xxxxx
By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Trustee
Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees
u/a/d 2/2/97 f/b/o Xxxxx Xxxxxxxxxxx
By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Trustee
Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees
u/a/d 2/2/97 f/b/o Xxxxxxxx Xxxxxx
By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Trustee
Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees
u/a/d 2/2/97 f/b/o Xxxxxxxxxx Xxxxxx
By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Trustee
-21-
Xxxxx Xxxxx and Xxxxx Xxxxxxxxxxx, Trustees
u/a/d 2/2/97 f/b/o Xxx Xxxxx
By: /s/ Xxxxx Xxxxx
-------------------------------------------
Name: Xxxxx Xxxxx
Title: Trustee
Xxxxx Xxxxx and Xxxxx Xxxxxxxxxxx, Trustees
u/a/d 2/2/97 f/b/o Xxxx Xxxxx
By: /s/ Xxxxx Xxxxx
-------------------------------------------
Name: Xxxxx Xxxxx
Title: Trustee
Xxxxx Xxxxx and Xxxxx Xxxxxxxxxxx, Trustees
u/a/d 2/2/97 f/b/o Xxxxx Xxxxx
By: /s/ Xxxxx Xxxxx
-------------------------------------------
Name: Xxxxx Xxxxx
Title: Trustee
Xxxxx Xxxxx and Xxxxx Xxxxxxxxxxx, Trustees
u/a/d 2/2/97 f/b/o Xxxxx Xxxxx
By: /s/ Xxxxx Xxxxx
-------------------------------------------
Name: Xxxxx Xxxxx
Title: Trustee
Xxxxx Xxxxx and Xxxxx Xxxxxxxxxxx, Trustees
u/a/d 2/2/97 f/b/o Xxxxxx Xxxxx
By: /s/ Xxxxx Xxxxx
-------------------------------------------
Name: Xxxxx Xxxxx
Title: Trustee
-22-
THE SK EQUITY FUND, L.P.
By: SKM PARTNERS, L.P., General Partner
By: /s/ Xxxx Xxxxxx
-------------------------------------------
its General Partner
SK INVESTMENT FUND, L.P.
By: SKM PARTNERS, L.P., General Partner
By: /s/ Xxxx Xxxxxx
-------------------------------------------
its General Partner
/s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
XXXX XXXXX XXXX XXXXXX, INCORPORATED
By:
------------------------------------
Name:
Title:
-23-
Schedule 1
Management Stockholders
1. Xxxx Xxxxx
2. Xxxxx Xxxxx
3. Xxxxxxx Xxxxx
4. Xxxxxx Xxxxx
5. Xxxxxxx Xxxxxx
6. Xxxxxxx Xxxxxxxxxxx
7. Xxxxxx X. Xxxxxx
8. Xxxxxx X. Xxxxxx
9. Xxxxxxx X. Xxxxxxxx
10. Xxxxxx Xxxxxxxxx
11. Xxxx Xxxxx Grantor Trust
12. Xxxx Xxxxx and Xxxxx Xxxxx as custodians under the UGMA, F/B/O Xxxx
Xxxxx.
00. Xxxx Xxxxx and Xxxxx Xxxxx as custodians under the UGMA, F/B/O Xxxxxx
Xxxxx.
00. Xxxx Xxxxx and Xxxx Xxxxx as Trustees, U/A/D 8/25/88, F/B/O Mac Xxxxx.
00. Xxxx Xxxxx and Xxxx Xxxxx as Trustees, U/A/D 8/25/88, F/B/O Xxxxxxx
Xxxxx.
16. Xxxx Xxxxx and Xxxx Xxxxx as Trustees, U/A/D 8/25/88, F/B/O Xxxxxx
Xxxxx, Xx.
17. Xxxx Xxxxx and Xxxx Xxxxx as Trustees U/A/D 8/31/92, F/B/O Xxxxxxx
Xxxxx.
00. Xxxxxx Xxxxx as Trustee U/A/D 8/29/88, F/B/O Xxxxxxx Xxxxx.
00. Xxxxxx Xxxxx as Trustee U/A/D 8/29/88, F/B/O Xxxxxx Xxxxx, Xx.
20. Xxxxxx Xxxxx as Trustee U/A/D 8/29/88, F/B/O Mac Xxxxx.
00. Xxxxxx Xxxxx as Trustee U/A/D 8/29/88, F/B/O Xxxxxxx Xxxxx.
-24-
22. Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees U/A/D 2/2/97, F/B/O Xxxx
Xxxxx.
23. Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees U/A/D 2/2/97, F/B/O Xxxxx
Xxxxx.
00. Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees U/A/D 2/2/97, F/B/O Xxxxx
Xxxxxxxxxxx.
25. Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees U/A/D 2/2/97, F/B/O
Xxxxxxx Xxxxxxxxx.
26. Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees U/A/D 2/2/97, F/B/O Xxxxxx
Xxxx.
27. Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees U/A/D 2/2/97, F/B/O Xxxxxx
Xxxxx.
28. Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees X/X/X 0/0/00, X/X/X Xxx
Xxxxx.
29. Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees X/X/X 0/0/00, X/X/X Xxxx
Xxxxx.
30. Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees X/X/X 0/0/00, X/X/X Xxxxx
Xxxxx.
31. Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees X/X/X 0/0/00, X/X/X Xxxxx
Xxxxx.
32. Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees X/X/X 0/0/00, X/X/X Xxxxxx
Xxxxx.
33. Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees U/A/D 2/2/97, F/B/O Xxxxx
Xxxxxxxxxxx.
34. Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees U/A/D 2/2/97, F/B/O
Xxxxxxxx Xxxxxx.
35. Xxxxx Xxxxxxxxxxx and Xxxx Xxxxx as Trustees U/A/D 2/2/97, F/B/O
Xxxxxxxxxx Xxxxxx.
36. Xxxxx Xxxxx and Xxxxx Xxxxxxxxxxx as Trustees X/X/X 0/0/00 X/X/X Xxx
Xxxxx.
37. Xxxxx Xxxxx and Xxxxx Xxxxxxxxxxx as Trustees X/X/X 0/0/00 X/X/X Xxxx
Xxxxx.
38. Xxxxx Xxxxx and Xxxxx Xxxxxxxxxxx as Trustees X/X/X 0/0/00 X/X/X Xxxxx
Xxxxx.
39. Xxxxx Xxxxx and Xxxxx Xxxxxxxxxxx as Trustees X/X/X 0/0/00 X/X/X Xxxxx
Xxxxx.
40. Xxxxx Xxxxx and Xxxxx Xxxxxxxxxxx as Trustees X/X/X 0/0/00 X/X/X Xxxxxx
Xxxxx.
-25-
Schedule 2
Qualified Underwriters
Xxxxxxxxxx Securities
Xxxx Xxxxx & Sons
Xxxxx Xxxxxx
Xxxxxx Xxxxxxx
Xxxxxxx Xxxxx
Bear Xxxxxxx
Xxxx Xxxxx Xxxx Xxxxxx
Xxxxxxxxx Xxxxxx & Xxxxxxxx
Xxxxxxx Xxxxx
Xxxxxxxx Xxxxxxxx
Xxxxxx Brothers
CS First Boston
Xxxxx Xxxxxx
Xxxxxx Xxxx
Xxxxxxx Brothers
-26-
