Exhibit 99.(c)(16)
VOTING TRUST AGREEMENT
THIS AGREEMENT, dated as of _________ __, 2000 (the
"Agreement"), by and among Xxxxxxx Corporation, a Delaware corporation (the
"Company"), Torque Acquisition Co., L.L.C., a Delaware limited liability company
("Acquisition Company"), the stockholders of the Company listed on Schedule A
attached hereto (the "Stockholders"), and Xxxxx X. Xxxxxxx, Chairman and Chief
Executive Officer of the Company, Xxxxx X. Xxxxx, President and Chief Operating
Officer of the Company, and Xxxxxx X. Xxxxx (collectively, the "Voting
Trustees").
W I T N E S S E T H:
WHEREAS, each Stockholder is the owner of the number of shares
of common stock, par value $1.00 per share, of the Company (the "Common Stock")
set forth opposite such Stockholder's name on the signature page hereto;
WHEREAS, the Stockholders believe it to be in their best
interests and the interest of the continued success of the Company to enter into
this Agreement so that the Common Stock now owned by them may be voted as a unit
by the Voting Trustees for the election of directors and any and all other
matters requiring stockholder approval;
WHEREAS, the Stockholders and Acquisition Company have entered
into a Stockholders' Agreement, dated as of __________, 1999 (the "Stockholders'
Agreement"), a copy of which is attached hereto as Exhibit A; and
WHEREAS, on _________ __, 2000, Xxxxx X. Xxxxxxx, Xxxxx X.
Xxxxx and Xxxxxx X. Xxxxx were appointed to serve as the initial Voting Trustees
in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
obligations set forth in this Agreement, the parties hereto, intending to be
legally bound hereby, agree as follows:
1. Stockholders' Agreement. Concurrently with the execution
and delivery of this Agreement, the voting trust established hereby shall enter
into the Stockholders' Agreement.
2. Deposit of Shares. (a) Each of the Stockholders hereby
assigns and transfers to the Voting Trustees the number of shares of Common
Stock set forth opposite such Stockholder's name on the signature page hereto
and herewith deposits with the Voting Trustees the certificate or certificates
representing such shares, duly endorsed in blank or accompanied by a proper
instrument of assignment duly executed in blank, and in either case with all
requisite transfer tax stamps attached. Each of the Stockholders shall so
assign, transfer and deposit any other shares of Common Stock and the
certificates therefor hereafter acquired by such Stockholder (including, without
limitation, pursuant to the exercise of each and every option, warrant,
convertible security or any other right to acquire Common Stock) immediately
upon such acquisition. The Company shall take any and all actions necessary to
assure compliance by each Stockholder with the terms and conditions set forth
herein. Upon receipt by the Voting Trustees of the certificates representing any
shares of Common Stock, the Voting Trustees shall hold such shares subject to
the terms and conditions of this Agreement and shall deliver or cause to be
delivered to each Stockholder certificates (the "Voting Trust Certificates"),
substantially in the form attached hereto as Exhibit B, representing the shares
of Common Stock so deposited by such Stockholder.
(b) Any Permitted Transferee (as defined in the Stockholders'
Agreement) of any Stockholder who may after the date hereof become a holder of
shares of Common Stock as a result of a Permitted Transfer (as defined in the
Stockholders' Agreement) by such Stockholder shall become a party to this
Agreement and shall deposit with the Voting Trustees the certificate or
certificates representing the shares held by such Permitted Transferee, duly
endorsed in blank or accompanied by a proper instrument of assignment duly
executed in blank, and in either case with all requisite transfer tax stamps
attached, and such shares shall be held by the Voting Trustees subject to the
terms and conditions of this Agreement. No transfer of any shares of Common
Stock shall be permitted hereunder unless, as required by the Stockholders'
Agreement, the transferor of such shares shall have delivered to the Voting
Trustees and the Company a written agreement of the Permitted Transferee of such
shares to be bound by the terms and conditions of this Agreement and the
Stockholders' Agreement and to deposit any certificate or certificates
representing such shares with the Voting Trustees in accordance with this
Section 2(b).
(c) All certificates representing shares of Common Stock
transferred and delivered to the Voting Trustees pursuant to this Agreement
shall be surrendered by the Voting Trustees to the Company and cancelled, and,
in such
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event, new certificates therefor shall be issued by the Company to and in the
name of the Voting Trustees. Such new certificates, and any other certificates
for shares of Common Stock issued to the Voting Trustees pursuant to this
Agreement, shall be endorsed by the Company with a legend to the effect that
they are issued pursuant to this Agreement, and the Company shall note in its
stock ledger that such certificates are issued pursuant to this Agreement.
3. Transfer of Voting Trust Certificates. Subject to Section 4
hereof, the Voting Trust Certificates shall be transferable on the books of the
Voting Trustees to be kept by them or their agent, upon surrender of such Voting
Trust Certificates, duly endorsed in blank or accompanied by a proper instrument
of assignment duly executed in blank, and in either case with all requisite
transfer tax stamps attached, by the registered holder in person or by such
holder's duly authorized attorney. Upon the surrender of any Voting Trust
Certificates for transfer to a Permitted Transferee, the Voting Trustees shall
cancel such Voting Trust Certificates and issue to the Permitted Transferee new
Voting Trust Certificates in the same form and representing the same number of
shares of Common Stock as those presented for cancellation; provided, however,
that if the transferee is the Company or is not a Permitted Transferee, the
Voting Trustees shall not issue new Voting Trust Certificates but shall instead
transfer and deliver to the Company or such other transferee, as applicable, a
certificate or certificates for shares of Common Stock, duly endorsed in blank
or accompanied by a proper instrument of assignment duly executed in blank, and
in either case with all requisite transfer tax stamps attached, representing the
same number of shares of Common Stock as are represented by the surrendered
Voting Trust Certificates and thereupon this Agreement shall no longer be
applicable to such shares of Common Stock and the duties of the Voting Trustees
with respect to such shares shall terminate. Until the Voting Trust Certificates
are transferred as provided above, the Voting Trustees may treat the registered
holder of each of such certificates as the absolute owner thereof for all
purposes whatsoever.
4. Limitations on Transferability of Voting Trust
Certificates. Notwithstanding any other provision of this Agreement to the
contrary, each Voting Trust Certificate shall be subject to the restrictions
against sale or other transfer as set forth in the Stockholders' Agreement that
are and would be applicable to the particular shares of Common Stock represented
by such Voting Trust Certificate if such shares of Common Stock were held of
record by the holder of such Voting Trust Certificate and had not been deposited
with the Voting Trustees hereunder.
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5. Dividends; Changes in Shares (a) In the event that the
Voting Trustees shall receive any dividends or other distributions (other than
additional shares of Common Stock through a stock dividend or stock split) with
respect to the shares of Common Stock held by them hereunder, they shall
promptly pay the amount thereof received by them to each holder of the Voting
Trust Certificates in proportion to such holder's respective interests, less
such holder's pro rata share of any tax or other governmental charge in
connection therewith; provided, however, that the Voting Trustees may, by notice
to the Company, instruct the Company to pay such dividends directly to the
holders of the Voting Trust Certificates entitled thereto. If the Voting
Trustees shall receive any shares of Common Stock as a dividend upon or in
exchange for any shares of Common Stock held by them hereunder, the Voting
Trustees shall hold such shares in accordance with the terms of this Agreement
and shall issue Voting Trust Certificates representing such shares or fractional
shares to the holders of the then outstanding Voting Trust Certificates in
proportion to their respective interests. If any dividend or distribution in
respect of shares of Common Stock held hereunder shall be paid other than in
cash or Common Stock, the Voting Trustees shall distribute such dividend, in
kind, to the holders of the Voting Trust Certificates in proportion to their
respective interests.
(b) If the Company shall change the number or par value of the
shares of Common Stock held by the Voting Trustees under this Agreement, the
Voting Trustees shall issue to the holders of the then outstanding Voting Trust
Certificates additional or other Voting Trust Certificates (upon presentation or
surrender of those outstanding, if the Voting Trustees so require) so that the
out standing Voting Trust Certificates shall at all times correctly reflect the
number of shares of Common Stock held pursuant to this Agreement.
6. Replacement of Mutilated, Lost or Stolen Voting Trust
Certificates. In case any Voting Trust Certificate shall become mutilated or be
destroyed, lost or stolen, the holder thereof shall immediately notify the
Voting Trustees, which may, in their discretion, issue and deliver to such
holder a new Voting Trust Certificate of like tenor and denomination in exchange
for and upon cancellation of the Voting Trust Certificate so mutilated, or in
substitution for the Voting Trust Certificate so destroyed, lost or stolen. The
applicant for such substituted Voting Trust Certificate shall furnish proof
satisfactory to the Voting Trustees of such destruction, loss or theft, and
shall also furnish indemnity reasonably satisfactory to the Voting Trustees and
shall comply with such other reasonable regulations and pay such reasonable
charges as the Voting Trustees may require.
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7. Holders of Voting Trust Certificates Bound. Every
registered holder of a Voting Trust Certificate, and every bearer of a Voting
Trust Certificate properly endorsed in blank or properly assigned, by the
acceptance or holding thereof shall be deemed conclusively for all purposes to
have assented to this Agreement and to all of its terms, conditions and
provisions and shall be bound hereby with the same force and effect as if such
holder or bearer had executed this Agreement.
8. Voting Trustees. (a) Each of the Voting Trustees executing
this Agreement (i) acknowledges receipt of the certificates representing the
shares of Common Stock deposited herewith as set forth in Section 2(a) hereof,
(ii) accepts the trust hereby created in accordance with all of the terms and
conditions contained herein and (iii) agrees that such Voting Trustee shall
exercise the powers and perform the duties of the Voting Trustees as herein set
forth according to such Voting Trustee's best judgment.
(b) The Voting Trustees may purchase, sell, own or hold shares
of Common Stock and Voting Trust Certificates in accordance with the
Stockholders' Agreement and this Agreement and may contract with and be
compensated by the Company or any affiliated corporation or be or become
pecuniarily interested in any matter or transaction to which the Company or any
affiliated corporation may be a party or with which the Company may in any way
be concerned, as fully and freely as if the Voting Trustees were not the Voting
Trustees.
(c) Any of the Voting Trustees may resign at any time by
delivering to the other Voting Trustees such Voting Trustee's resignation in
writing, such resignation to take effect upon the appointment of a successor
Voting Trustee as provided herein, whereupon all powers, rights and obligations
of such resigning Voting Trustee under this Agreement shall cease.
(d) If, prior to the occurrence of a Control Event (as defined
in the Stockholders' Agreement), any vacancy shall occur, by reason of death,
disability, resignation or inability or refusal to act, in the position of (i)
Xxxxx X. Xxxxxxx or Xxxxx X. Xxxxx, as Voting Trustees, either of such Voting
Trustee's successor shall be such individual who, at the time such vacancy
occurs, is serving as the most senior member of management of the Company (as
determined by the Board of Directors by a Special Board Vote (as defined in the
Stockholders' Agreement)), and any subsequent vacancy in either position shall
thereafter be filled by the most senior member of management of the Company (as
determined by the Board of Directors by a Special Board Vote) at the time such
vacancy occurs, and (ii) Xxxxxx X. Xxxxx,
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as Voting Trustee, such vacancy, and any subsequent vacancy in such position,
shall be filled by the appointment by the remaining Voting Trustees of a
successor Voting Trustee, which successor shall be reasonably acceptable to
Acquisition Company. Any successor Voting Trustee, when so appointed, shall have
the same powers and obligations as an original Voting Trustee and shall be
subject to all the terms and conditions of this Agreement, with like effect as
though such successor were an original party hereto, and any reference herein to
the Voting Trustees shall be deemed to include such successor Voting Trustee.
(e) Notwithstanding any other provision of this Agreement to
the contrary, upon the occurrence of a Control Event, all of the Voting Trustees
shall immediately resign (and, if such resignations are not immediately tendered
and effective, Acquisition Company shall be entitled to immediately remove such
Voting Trustees), whereupon all powers, rights and obligations of such resigning
Voting Trustees under this Agreement shall cease, and Acquisition Company shall
become the sole Voting Trustee, and all of the rights, powers and obligations of
the Voting Trustees hereunder shall then pass to and devolve upon Acquisition
Company. In such event, Acquisition Company shall have the same rights, powers
and obligations as an original Voting Trustee and shall be subject to all terms
and conditions of this Agreement, with like effect as though Acquisition Company
were an original party hereto, and any reference herein to the Voting Trustees
shall be deemed to refer solely to Acquisition Company; provided, however, that
in the event of any cure of a Control Event pursuant to Section 3(e)(iv) or (vi)
of the Stockholders' Agreement, Acquisition Company shall immediately resign as
Voting Trustee, whereupon all powers, rights and obligations of Acquisition
Company under this Agreement shall cease, and the Voting Trustees who were
serving in such positions immediately prior to the occurrence of such Control
Event, or their appropriate successors, shall become the Voting Trustees
hereunder.
(f) Every registered holder of a Voting Trust Certificate, and
every bearer of a Voting Trust Certificate properly endorsed in blank or
properly assigned, by the acceptance or holding thereof severally agrees to
waive and by such act does waive any and all claims of every kind and nature
which hereafter each such holder or bearer may have against the Voting Trustees,
and agrees to release and by such act does release the Voting Trustees and their
successors and assigns from any liability whatsoever arising out of or in
connection with the exercise of their powers or the performance of their duties
hereunder, except for the willful misconduct or gross negligence of any of the
Voting Trustees.
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(g) The Voting Trustees agree to serve without compensation.
The Company shall pay all reasonable expenses of the Voting Trustees, including
counsel fees, and shall discharge all liabilities incurred by them in connection
with the exercise of their powers and performance of their duties under this
Agreement. The Company shall also defend, indemnify and hold the Voting Trustees
harmless from and against any and all claims and liabilities in connection with
or arising out of the administration of the trust created by this Agreement or
the exercise of any powers or the performance of any duties by them as herein
provided or contemplated, except such as shall arise from the willful misconduct
or gross negligence of any of the Voting Trustees.
(h) Any Voting Trustee appointed hereunder, and such Voting
Trustee's successors, may be a party to this Agreement as a holder of Voting
Trust Certificates, and, to the extent of any Common Stock deposited by such
Voting Trustee or successor or of the Voting Trust Certificates issued hereunder
with respect to such Common Stock, such Voting Trustee shall be entitled in all
respects to the same rights or benefits as other holders of Voting Trust
Certificates who are now or may hereafter become parties to this Agreement.
9. Voting of Shares. (a) During the term of this Agreement,
the Voting Trustees shall possess the legal title to the shares of Common Stock
held by them hereunder, and, subject to Section 9(b) hereof, shall be entitled
in their sole discretion to exercise all rights and powers to vote such shares
of Common Stock, including the giving of consents and the granting of proxies in
respect thereof, with respect to any lawful corporate action, whether or not in
the ordinary course of business, and no holder of Voting Trust Certificates
shall in such capacity have any rights or powers to vote the shares of Common
Stock or to give consents with respect to or grant proxies in respect thereof or
otherwise take part in any corporate action.
(b) Notwithstanding the foregoing, the Voting Trustees shall
vote the shares of Common Stock held by them hereunder in accordance with the
terms of the Stockholders' Agreement including, without limitation, Section 3(a)
thereof.
(c) All questions arising among the Voting Trustees shall from
time to time be determined by an affirmative decision of the majority of those
then holding office as Voting Trustees, either at a meeting or by written
consent without a meeting; provided, however, that in the event no such
determination by a majority of the Voting Trustees shall be obtained, the Voting
Trustees shall vote the shares of Common Stock held by them hereunder in
accordance with the determination of a
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majority of the Board of Directors of the Company by a Special Board Vote. The
decision or act of a majority of the Voting Trustees shall be deemed, for the
exercise of the voting power and for all purposes of this Agreement, the
decision or act of all of the Voting Trustees.
10. Dissolution and Liquidation. (a) Upon any dissolution or
total or partial liquidation of the Company, whether voluntary or involuntary,
the Voting Trustees shall give immediate notice thereof to the holders of the
Voting Trust Certificates and shall receive the assets to which each such holder
is entitled upon such dissolution or liquidation, and shall distribute such
assets, less the amount of the expenses of the Voting Trustees, to the holders
of the Voting Trust Certificates in proportion to their respective interests as
shown by the books of the Voting Trustees as of the close of business on the
date fixed by the Company for the taking of a record to determine the holders of
shares of Common Stock entitled to receive such assets, provided that, in the
event of any such dissolution or liquidation of the Company, at any time within
60 days after the date thereof, the Voting Trustees may deposit the assets so
received, less the amount of the expenses of the Voting Trustees, with a bank,
trust company or savings bank located in Rochester, New York or New York, New
York and satisfactory to the Voting Trustees, in trust for the holders of such
Voting Trust Certificates, with authority and instructions to distribute the
balance among the holders of Voting Trust Certificates entitled thereto, upon
surrender of such certificates, and upon such deposit all further obligations or
liability of the Voting Trustees with respect to the distribution of such assets
shall cease.
(b) In the event of the dissolution or total liquidation of
the Company, this Agreement shall terminate and the holders of Voting Trust
Certificates shall have no further rights hereunder, except the right to receive
their respective portions of the assets received pursuant to Section 10(a)
hereof.
11. Termination and Amendment. (a) This Agreement shall
terminate immediately upon the termination of the Stockholders' Agreement
pursuant to Section 21 thereof.
(b) Upon termination of this Agreement, the Voting Trustees,
in exchange for or upon surrender of any Voting Trust Certificates then
outstanding, shall, in accordance with the terms thereof and out of the
certificates for the shares of Common Stock held by them hereunder, deliver to
the holders of Voting Trust Certificates certificates for shares of Common Stock
representing the same number
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of shares which are represented by such Voting Trust Certificates and thereupon
all liability of the Voting Trustees for delivery of such certificates shall
terminate. The Voting Trustees may require the holders of Voting Trust
Certificates so to exchange their Voting Trust Certificates for certificates for
shares of Common Stock, and if such certificates are registered in the name of
the Voting Trustees, the Company shall issue new certificates therefor to and in
the name of such holder upon surrender of the certificates for such shares
registered in the name of the Voting Trustees.
(c) This Agreement may be amended, modified or supplemented at
any time and from time to time by the affirmative vote of a majority in interest
of the holders of Voting Trust Certificates and by Acquisition Company until
Acquisition Company owns less than the Preferred Minimum Threshold (as defined
in the Stockholders' Agreement) and less than 10% of the shares of Common Stock
that it owned as of the date hereof (including shares of Common Stock underlying
the Warrants (as defined in the Stockholders' Agreement)) that it owned as of
the date of this Voting Trust Agreement.
12. Books and Records. The Voting Trustees shall keep, or
cause to be kept, in the office of the Company, a record of the registered
holders of the Voting Trust Certificates and such other books and records as
they shall be required to maintain by law.
13. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally,
telecopied (which is confirmed) or sent by an overnight courier service, such as
Federal Express, to (i) the Company, at the following address: Xxxxxxx
Corporation, 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention:
Secretary, (ii) Acquisition Company, at the following address: c/o Vestar
Capital Partners IV, L.P., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000-0000, Attention: Sander X. Xxxx, (iii) the holders of Voting Trust
Certificates at the addresses furnished by them to the Voting Trustees, and (iv)
the Voting Trustees at the following address (or such other address of which the
Voting Trustees shall notify the holders of Voting Trust Certificates): Xxxxxxx
Corporation, 0000 Xxxxxxxxxx Xxxxxx, X.X. Xxx 00000, Xxxxxxxxx, Xxx Xxxx 00000.
14. Filing. The Voting Trustees shall cause a copy of this
Agreement, and any amendments hereto, to be filed in the registered office of
the Company in the State of Delaware for inspection by any stockholder of the
Company or any holder of any beneficial interest hereunder, and by the agents of
either, in such
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manner and upon such conditions as the books of the Company are open to
inspection by a stockholder of the Company.
15. Binding Effect. The terms of this Agreement shall be
binding upon and inure to the benefit of the respective heirs, legal
representatives, successors and assigns of each of the parties hereto.
16. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware.
17. Severability. If any term or provision of this Agreement
shall be held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms and provisions of
this Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
18. Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
provisions hereof.
19. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
20. Integration. This Agreement, including the Exhibits hereto
and the documents, schedules, certificates and instruments referred to herein,
including the Stockholders' Agreement, embody the entire agreement and under
standing of the parties hereto in respect of the transactions contemplated by
this Agreement. This Agreement supercedes all prior agreements, arrangements and
understandings of the parties with respect to such transactions.
21. Specific Performance. Each of the parties hereto
acknowledges and agrees that in the event of any breach of this Agreement, the
non-breaching party would be irreparably harmed and could not be made whole by
monetary damages. It is accordingly agreed that the parties hereto shall waive
the defense in any action for specific performance that a remedy at law would be
adequate and that the parties hereto, in addition to any other remedy to which
they may be entitled at law or in equity, shall be entitled to compel specific
performance of this Agreement in any action instituted in any court of the
United States or any state thereof having subject matter jurisdiction of such
action.
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IN WITNESS WHEREOF the respective parties have caused this
Agreement to be executed as of the date first above written.
XXXXXXX CORPORATION
By:
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VOTING TRUSTEES
By:
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Xxxxx X. Xxxxxxx
By:
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Xxxxx X. Xxxxx
By:
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Xxxxxx X. Xxxxx
STOCKHOLDERS
By:
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By:
-------------------------------------
By:
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By:
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By:
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By:
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Solely for purposes of Section 8 hereof and enforcing the rights of Acquisition
Company hereunder:
TORQUE ACQUISITION CO., L.L.C.
By:
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EXHIBIT B
XXXXXXX CORPORATION
VOTING TRUST CERTIFICATE
No.____ ____ Shares of Common Stock
This certifies that ____ has deposited ____ shares of voting
Common Stock of XXXXXXX CORPORATION, a Delaware corporation (the "Company"),
with the undersigned Voting Trustees under a Voting Trust Agreement, dated as of
__________ __, 2000, by and among such Voting Trustees, Torque Acquisition Co.,
L.L.C., a Delaware limited liability company, the Company and certain
stockholders of the Company (the "Agreement").
This certificate, and the interest represented hereby, are
transferable only on the books of such Voting Trustees upon the presentation and
surrender hereof.
The holder of this certificate takes the same subject to all
the terms and conditions of the Agreement and is entitled to the benefits
thereof.
IN WITNESS WHEREOF, the Voting Trustees have caused this
certificate to be signed as of this _____ day of __________, 2000.
VOTING TRUSTEES
---------------------- --------------------- --------------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx
NEITHER THIS CERTIFICATE NOR THE COMMON STOCK OF XXXXXXX
CORPORATION TO WHICH THIS CERTIFICATE RELATES HAS BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE, AND NEITHER
THIS CERTIFICATE NOR THE BENEFICIAL INTEREST IN THE COMMON STOCK TO WHICH THIS
CERTIFICATE RELATES MAY BE SOLD, OFFERED FOR
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SALE, ASSIGNED, PLEDGED, OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO
SUCH ACT OR SUCH LAWS OR UNLESS EXEMPTIONS FROM SUCH REGISTRATION ARE THEN
AVAILABLE.
SALE, ASSIGNMENT, PLEDGE OR OTHER TRANSFER OF THIS VOTING
TRUST CERTIFICATE AND THE SHARES OF COMMON STOCK OF XXXXXXX CORPORATION
REPRESENTED THEREBY IS RESTRICTED BY THE TERMS OF THE STOCKHOLDERS' AGREEMENT,
DATED AS OF NOVEMBER 29, 1999, THE MANAGEMENT SUBSCRIPTION AGREEMENT, DATED AS
OF ___________ __, 2000, AND THE VOTING TRUST AGREEMENT, DATED AS OF __________
, 2000, COPIES OF WHICH MAY BE EXAMINED AT THE REGISTERED OFFICE OF XXXXXXX
CORPORATION AT THE CORPORATION TRUST CENTER, 1209 ORANGE STREET, WILMINGTON,
DELAWARE, OR AT XXXXXXX CORPORATION'S PRINCIPAL EXECUTIVE OFFICES AT 0000
XXXXXXXXXX XXXXXX, XXXXXXXXX, XXX XXXX.
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