Exhibit 99.4
EXECUTION COPY
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PARTICIPATION AGREEMENT
PARTICIPATION AGREEMENT dated as of February 19, 2001 among
the undersigned shareholders (the "Shareholders") of Springs Industries,
Inc., a South Carolina corporation (the "Company"), and Heartland
Industrial Partners, L.P., a Delaware limited partnership ("Heartland").
The Shareholders and Heartland are entering into this Participation
Agreement in order to facilitate a proposal (the "Proposal") by the Shareholders
and Heartland to the Board of Directors of the Company contemplating a
recapitalization transaction (the "Transaction") to be effected by means of a
merger of a corporation ("Newco") to be organized with and into the Company. If
the Transaction is completed, each share of common stock of the Company (the
"Shares"), other than Shares owned by the Shareholders, will be converted into
the right to receive $44.00 in cash, and all of the capital stock of the Company
will be owned by the Shareholders and Heartland. In the Transaction, shares of
Newco common stock will be converted into an equal number of shares of common
stock of the Company, of the same class as the shares to be held by the
Shareholders following the Transaction, representing approximately 45% of the
shares of Company stock outstanding immediately following completion of the
Transaction. The remainder of the funds necessary to complete the Transaction
will be supplied by a new senior credit facility of the Company, as described in
a commitment letter to be submitted as part of the Proposal.
Each Shareholder and Heartland understands and acknowledges that but
for the execution of this Agreement by each of the parties, the Shareholders and
Heartland would not make the Proposal to the Board of Directors of the Company.
Therefore, to induce the Shareholders and Heartland to make the Proposal, the
parties agree as follows:
1. The parties will jointly submit the Proposal, in substantially
the form attached hereto as Annex A, to the Board of Directors of the Company.
Following the submission of the Proposal, representatives of the Shareholders
and representatives of Heartland will cooperate and use their best reasonable
efforts to jointly negotiate a definitive agreement with the Company providing
for the Transaction, and the parties agree to use their best reasonable efforts
to cause the Transaction to be completed. At or before the time of execution of
such a definitive agreement, the parties will enter into a shareholders'
agreement providing for the governance of the Company following the completion
of the Transaction and containing terms to which the parties have agreed.
2. During the term of this Agreement, each Shareholder will not,
directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of
such Shareholder's Shares, or any interest therein (whether owned at the date
hereof or acquired hereafter) except:
(i) Up to a number of shares equal to $50 million divided by the
price per share received by public shareholders in the Transaction,
in the aggregate, may be sold by the Shareholders; and
(ii) by intra-family gift, will or pursuant to the laws of
descent and distribution, or to the intra-family beneficiary of a
trust; provided that any
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recipient of Shares pursuant to a transfer or disposition under this
clause (ii) of this Section 2 shall be provided with a copy of this
Agreement and bound thereby as if a signatory hereto.
Prior to the completion of the Transaction, Newco will not issue its
shares in any manner, except to Heartland and its co-investors as provided in
paragraph 7 below.
3. Each Shareholder covenants and agrees to vote (whether by proxy,
consent or in person) all of such Shareholder's Shares (whether owned at the
date hereof or acquired hereafter) in favor of the Transaction and any other
matter which may be presented to the Company's shareholders during the term of
this Agreement that would facilitate the completion of the Transaction.
During the term of this Agreement, each Shareholder will not deposit
any of such Shareholder's Shares in any voting trust, or enter into any voting
agreement with respect to any of such Shareholder's Shares or grant any proxy or
otherwise encumber the voting interests therein, except as expressly provided
herein.
4. Each Shareholder and Heartland will cooperate fully with Newco in
connection with the Proposal and the Merger. Accordingly, such Shareholder will
not, directly or indirectly, (i) solicit any inquiries or proposals from, or
enter into or continue any discussion, negotiations or agreements relating to a
merger, consolidation or business combination of the Company with, or
acquisition of its voting securities by, or a direct or indirect acquisition or
disposition of a significant amount of assets other than in the ordinary course
of business of the Company from or to, any person or entity other than Newco or
(ii) vote in favor of or consent to any such proposal or transaction.
5. Each Shareholder, in recognition of the fact that the signing of
this Agreement will constitute acting as a group with the other Shareholders for
the purpose of acquiring, holding, or disposing of securities of an issuer so
that the Shareholders will be deemed to be a "person" within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), will cooperate fully in the prompt and timely preparation,
signing and filing of statements on Schedule 13D (and any required amendments)
pursuant to Rule 13d-1 of the Exchange Act. Each Shareholder constitutes and
appoints each of Xxxxxxx Xxxxxx and Xxxxx X. Xxxxxxx or either of them acting
alone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for such Shareholder and in such Shareholder's name, place and
stead, in any and all capacities, in connection with Schedule 13D, and any
amendments thereto, including, without limiting the generality of the foregoing,
to sign the Schedule 13D in the name and on behalf of such Shareholder, and any
instrument, contract, document or other writing, of or in connection with the
Schedule 13D or amendments thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and any applicable securities exchange or securities
self-regulatory body, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as such Shareholder might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
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6. The Shareholder represents and warrants as to the Shareholder's
Shares that:
(i) Schedule I sets forth the number of Shares of which the
Shareholder is the record owner and that, except as set forth in
Schedule I, the Shareholder is on the date hereof the record owner
of such Shares, free and clear of all claims, liens, charges,
encumbrances, security interests, voting agreements (other than
those provided for herein) and commitments of any kind;
(ii) the Shareholder has full power and authorization to enter
into this Agreement and to vote and deliver irrevocable proxies for
the Shares, as well as to sell, transfer, assign and deliver legal
and beneficial ownership of such Shares, and to convey good and
marketable title to such Shares, free and clear of all claims,
liens, charges, encumbrances, security interests, voting agreements
(other than those provided for herein) and commitments of any kind;
(iii) except as set forth in Schedule I, the Shareholder does not
own or hold any rights to acquire any additional Shares (by exercise
of stock options, conversion of any security, or otherwise) or any
interest therein or any voting rights with respect to any additional
Shares; and
(iv) neither the execution of this Agreement nor the consummation
by the Shareholder of the transactions contemplated hereby will
constitute a violation of or default under, or conflict with, any
contract, commitment, agreement, understanding, arrangement or
restriction of any kind to which such Shareholder is a party or by
which the Shareholder is bound.
7. Heartland will purchase shares of common stock of Newco
immediately prior to completion of the Transaction, at a per share price equal
to the price received by the public in the Transaction, for an aggregate of $225
million.
8. Heartland has full power and authorization to enter into this
Agreement and perform its obligations hereunder, and neither the execution of
this Agreement nor the consummation by Heartland of the transactions
contemplated hereby will constitute a violation of or default under, or conflict
with any contract, commitment, agreement, understanding, arrangement or
restriction of any kind to which Heartland is a party or by which Heartland is
bound.
9. Notwithstanding anything herein to the contrary, no person
executing this Agreement who is, or becomes during the term hereof, a director
of the Company makes any agreement or understanding herein in his capacity as
such a director, and the agreements set forth herein shall in no way restrict
any director in the exercise of his fiduciary duties as a director of
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the Company. Each Shareholder has executed this agreement solely in such
Shareholder's capacity as the record holder of such Shareholder's Shares.
10. This Agreement shall terminate on the earlier of (i) August 15,
2001 or (ii) the date the parties mutually agree in writing to abandon their
effort to effect the Transaction or a comparable transaction (whether or not at
a different price than the price specified in the Proposal).
11. The parties agree that irreparable damages would occur in the
event any of the provisions of this Agreement were not performed in accordance
with their specific terms, or were otherwise breached. It is, accordingly,
agreed that the parties shall be entitled to injunctive relief to prevent
breaches of the provisions of this Agreement, and to enforce specifically the
terms and provisions hereof, in addition to any other remedy to which they may
be entitled at law or in equity.
12. Newco may request the Company to enter a stop transfer order
with the transfer agent or agents of the Shares against the transfer of the
Shares, except in compliance with the requirements of this Agreement and not to
recognize any vote, proxy or consent that is inconsistent with this Agreement.
13. Nothing in this Agreement shall restrict the right of any
Shareholder to receive cash or stock dividends, or receive Shares in a stock
split, provided, however, that any additional Shares so received shall become
subject to the terms of this Agreement.
14. The parties will cooperate regarding any public disclosure
relating to the Transaction or this Agreement.
15. Neither this Agreement nor any of the rights, interests or
obligations hereunder may be assigned by any of the parties hereto without the
prior written consent of the other parties hereto, except as provided in clause
(ii) of paragraph 2 above or on the terms to which the parties have agreed.
Subject to the preceding sentence, this Agreement will be binding upon, inure to
the benefit of and be enforceable by the parties hereto and their respective
successors and permitted assigns. Except as provided in the preceding sentence,
nothing in this Agreement, express or implied, is intended to or shall confer
upon any other person any rights, benefits or remedies of any nature whatsoever
under or by reason of this Agreement.
16. All notices given pursuant to this Agreement shall be in writing
and shall be deemed to have been duly given if sent by registered or certified
mail, return receipt requested, to the party or parties to be given such notice
at his, her or its address set forth below, or to such other address as such
party to be given notice may have communicated to the sending party, provided
such change of address has been received.
(i) If to any Shareholder, to such Shareholder,
c/o The Springs Company
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx
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(ii) If to Heartland,
Heartland Industrial Partners, L.P.
00 Xxxxxxxx Xxxxxx
Xxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx
17. This Agreement may be executed in any number of counterparts,
all of which shall together constitute one and the same instrument.
18. This Agreement shall be governed by and construed in accordance
with the laws of the State of South Carolina.
19. In the event of the invalidity or unenforceability of any party
or provision of this Agreement, such invalidity or unenforceability shall not
affect the validity or enforceability of any other part or provision of this
Agreement.
20. This Agreement contains the entire understanding of the parties
with respect to the transactions contemplated hereby, and this Agreement may be
amended only by an agreement in writing executed by the parties hereto.
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HEARTLAND INDUSTRIAL PARTNERS, L.P.
By: Heartland Industrial Associates
L.L.C., its General Partner
By: /s/ W. Xxxxxx XxXxxxxxx
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Name: W. Xxxxxx XxXxxxxxx
Title: Senior Managing Director
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XXXXXXXX X. XXXXXX
SIGNATURE
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx
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XXXXX X. CLOSE
SIGNATURE
By: /s/ Xxxxx X. Close
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Name: Xxxxx X. Close
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XXXXX XXXXXXX
SIGNATURE
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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THE SPRINGS COMPANY
SIGNATURE
THE SPRINGS COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
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KANAWHA INSURANCE COMPANY
SIGNATURE
KANAWHA INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Director
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TRUST NO. 3-M
SIGNATURES
THE SPRINGS COMPANY, as Trustee
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
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TRUST NO. T-3
SIGNATURES
By: /s/ Xxxx X. Close
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Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxxxx X. Close
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Name: Xxxxxxx X. Close, as Trustee
By: /s/ Xxxxx X. Close
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Name: Xxxxx X. Close, as Trustee
By: /s/ Xxxxxxxx Close
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Name: Xxxxxxxx Close, as Trustee
By: /s/ Xxxxxxx X. Close
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Name: Xxxxxxx X. Close, as Trustee
By: /s/ Xxxx X. Close, Jr.
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Name: Xxxx X. Close, Jr., as Trustee
By: /s/ Xxxxxxx X. Close
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Name: Xxxxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 3-3
SIGNATURES
By: /s/ Xxxx X. Close
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Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxxxx X. Close
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Name: Xxxxxxx X. Close, as Trustee
By: /s/ Xxxxx X. Close
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Name: Xxxxx X. Close, as Trustee
By: /s/ Xxxxxxxx Close
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Name: Xxxxxxxx Close, as Trustee
By: /s/ Xxxxxxx X. Close
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Name: Xxxxxxx X. Close, as Trustee
By: /s/ Xxxx X. Close, Jr.
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Name: Xxxx X. Close, Jr., as Trustee
By: /s/ Xxxxxxx X. Close
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Name: Xxxxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 11-A-3
SIGNATURES
By: /s/ Xxxx X. Close
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Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 11-B-3
SIGNATURES
By: /s/ Xxxx X. Close
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Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 11-C-3
SIGNATURES
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx, as Trustee
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TRUST NO. 12-3
SIGNATURES
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx, as Trustee
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TRUST NO. 4-M
SIGNATURES
THE SPRINGS COMPANY, as Trustee
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
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TRUST NO. T-4
SIGNATURES
By: /s/ Xxxx X. Close
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Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxx X. Close
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Name: Xxxxx X. Close, as Trustee
By: /s/ Xxxxxxxx Close
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Name: Xxxxxxxx Close, as Trustee
By: /s/ Xxxxxxx X. Close
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Name: Xxxxxxx X. Close, as Trustee
By: /s/ Xxxx X. Close, Jr.
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Name: Xxxx X. Close, Jr., as Trustee
By: /s/ Xxxxxxx X. Close
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Name: Xxxxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 3-4
SIGNATURES
By: /s/ Xxxx X. Close
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Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxx X. Close
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Name: Xxxxx X. Close, as Trustee
By: /s/ Xxxxxxxx Close
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Name: Xxxxxxxx Close, as Trustee
By: /s/ Xxxxxxx X. Close
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Name: Xxxxxxx X. Close, as Trustee
By: /s/ Xxxx X. Close, Jr.
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Name: Xxxx X. Close, Jr., as Trustee
By: /s/ Xxxxxx X. Close
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Name: Xxxxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 11-A-4
SIGNATURES
By: /s/ Xxxx X. Close
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Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 11-B-4
SIGNATURES
By: /s/ Xxxx X. Close
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Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 11-C-4
SIGNATURES
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 12-4
SIGNATURES
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 5-M
SIGNATURES
THE SPRINGS COMPANY, as Trustee
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
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TRUST NO. T-5
SIGNATURES
By: /s/ Xxxx X. Close
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Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxxxx X. Close
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Name: Xxxxxxx X. Close, as Trustee
By: /s/ Xxxxxxxx Close
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Name: Xxxxxxxx Close, as Trustee
By: /s/ Xxxxxxx X. Close
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Name: Xxxxxxx X. Close, as Trustee
By: /s/ Xxxx X. Close, Jr.
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Name: Xxxx X. Close, Jr., as Trustee
By: /s/ Xxxxxx X. Close
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Name: Xxxxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 3-5
SIGNATURES
By: /s/ Xxxx X. Close
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Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxxxx X. Close
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Name: Xxxxxxx X. Close, as Trustee
By: /s/ Xxxxxxxx Close
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Name: Xxxxxxxx Close, as Trustee
By: /s/ Xxxxxxx X. Close
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Name: Xxxxxxx X. Close, as Trustee
By: /s/ Xxxx X. Close, Jr.
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Name: Xxxx X. Close, Jr., as Trustee
By: /s/ Xxxxxx X. Close
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Name: Xxxxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 11-A-5
SIGNATURES
By: /s/ Xxxx X. Close
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Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 11-B-5
SIGNATURES
By: /s/ Xxxx X. Close
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Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 11-C-5
SIGNATURES
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 12-5
SIGNATURES
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 6-M
SIGNATURES
THE SPRINGS COMPANY, as Trustee
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
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TRUST NO. T-6
SIGNATURES
By: /s/ Xxxx X. Close
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Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxxxx X. Close
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Name: Xxxxxxx X. Close, as Trustee
By: /s/ Xxxxx X. Close
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Name: Xxxxx X. Close, as Trustee
By: /s/ Xxxxxxx X. Close
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Name: Xxxxxxx X. Close, as Trustee
By: /s/ Xxxx X. Close, Jr.
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Name: Xxxx X. Close, Jr., as Trustee
By: /s/ Xxxxxx X. Close
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Name: Xxxxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 3-6
SIGNATURES
By: /s/ Xxxx X. Close
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Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxxxx X. Close
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Name: Xxxxxxx X. Close, as Trustee
By: /s/ Xxxxx X. Close
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Name: Xxxxx X. Close, as Trustee
By: /s/ Xxxxxxx X. Close
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Name: Xxxxxxx X. Close, as Trustee
By: /s/ Xxxx X. Close, Jr.
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Name: Xxxx X. Close, Jr., as Trustee
By: /s/ Xxxxxx X. Close
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Name: Xxxxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 11-A-6
SIGNATURES
By: /s/ Xxxx X. Close
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Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 11-B-6
SIGNATURES
By: /s/ Xxxx X. Close
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Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 11-C-6
SIGNATURES
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 12-6
SIGNATURES
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. T-7
SIGNATURES
By: /s/ Xxxx X. Close
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Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxxxx X. Close
------------------------------------
Name: Xxxxxxx X. Close, as Trustee
By: /s/ Xxxxx X. Close
------------------------------------
Name: Xxxxx X. Close, as Trustee
By: /s/ Xxxxxxxx Close
------------------------------------
Name: Xxxxxxxx Close, as Trustee
By: /s/ Xxxx X. Close, Jr.
------------------------------------
Name: Xxxx X. Close, Jr., as Trustee
By: /s/ Xxxxxx X. Close
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Name: Xxxxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 3-7
SIGNATURES
By: /s/ Xxxx X. Close
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Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxxxx X. Close
------------------------------------
Name: Xxxxxxx X. Close, as Trustee
By: /s/ Xxxxx X. Close
------------------------------------
Name: Xxxxx X. Close, as Trustee
By: /s/ Xxxxxxxx Close
------------------------------------
Name: Xxxxxxxx Close, as Trustee
By: /s/ Xxxx X. Close, Jr.
------------------------------------
Name: Xxxx X. Close, Jr., as Trustee
By: /s/ Xxxxxx X. Close
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Name: Xxxxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 11-A-7
SIGNATURES
By: /s/ Xxxx X. Close
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Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 11-B-7
SIGNATURES
By: /s/ Xxxx X. Close
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Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 11-C-7
SIGNATURES
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 12-7
SIGNATURES
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 8-M
SIGNATURES
THE SPRINGS COMPANY, as Trustee
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
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TRUST NO. T-8
SIGNATURES
By: /s/ Xxxx X. Close
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Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxxxx X. Close
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Name: Xxxxxxx X. Close, as Trustee
By: /s/ Xxxxx X. Close
------------------------------------
Name: Xxxxx X. Close, as Trustee
By: /s/ Xxxxxxxx Close
------------------------------------
Name: Xxxxxxxx Close, as Trustee
By: /s/ Xxxxxxx X. Close
------------------------------------
Name: Xxxxxxx X. Close., as Trustee
By: /s/ Xxxxxx X. Close
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Name: Xxxxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, as Trustee
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TRUST NO. 3-8
SIGNATURES
By: /s/ Xxxx X. Close
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Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxxxx X. Close
------------------------------------
Name: Xxxxxxx X. Close, as Trustee
By: /s/ Xxxxx X. Close
------------------------------------
Name: Xxxxx X. Close, as Trustee
By: /s/ Xxxxxxxx Close
------------------------------------
Name: Xxxxxxxx Close, as Trustee
By: /s/ Xxxxxxx X. Close
------------------------------------
Name: Xxxxxxx X. Close, as Trustee
By: /s/ Xxxxxx X. Close
------------------------------------
Name: Xxxxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx, as Trustee
-48-
TRUST NO. 11-A-8
SIGNATURES
By: /s/ Xxxx X. Close
------------------------------------
Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx, as Trustee
-49-
TRUST NO. 11-B-8
SIGNATURES
By: /s/ Xxxx X. Close
------------------------------------
Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx, as Trustee
-50-
TRUST NO. 11-C-8
SIGNATURES
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx, as Trustee
-51-
TRUST NO. 12-8
SIGNATURES
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx, as Trustee
-52-
TRUST NO. 9-M
SIGNATURES
THE SPRINGS COMPANY, as Trustee
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
-53-
TRUST NO. T-9
SIGNATURES
By: /s/ Xxxx X. Close
------------------------------------
Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxxxx X. Close
------------------------------------
Name: Xxxxxxx X. Close, as Trustee
By: /s/ Xxxxx X. Close
------------------------------------
Name: Xxxxx X. Close, as Trustee
By: /s/ Xxxxxxxx Close
------------------------------------
Name: Xxxxxxxx Close, as Trustee
By: /s/ Xxxxxxx X. Close
------------------------------------
Name: Xxxxxxx X. Close, as Trustee
By: /s/ Xxxx X. Close, Jr.
------------------------------------
Name: Xxxx X. Close, Jr., as Trustee
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx, as Trustee
-54-
TRUST NO. 3-9
SIGNATURES
By: /s/ Xxxx X. Close
------------------------------------
Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxxxx X. Close
------------------------------------
Name: Xxxxxxx X. Close, as Trustee
By: /s/ Xxxxx X. Close
------------------------------------
Name: Xxxxx X. Close, as Trustee
By: /s/ Xxxxxxxx Close
------------------------------------
Name: Xxxxxxxx Close, as Trustee
By: /s/ Xxxxxxx X. Close
------------------------------------
Name: Xxxxxxx X. Close, as Trustee
By: /s/ Xxxx X. Close, Jr.
------------------------------------
Name: Xxxx X. Close, Jr., as Trustee
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx, as Trustee
-55-
TRUST NO. 11-A-9
SIGNATURES
By: /s/ Xxxx X. Close
------------------------------------
Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx, as Trustee
-56-
TRUST NO. 11-B-9
SIGNATURES
By: /s/ Xxxx X. Close
------------------------------------
Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx, as Trustee
-57-
TRUST NO. 11-C-9
SIGNATURES
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx, as Trustee
-58-
TRUST NO. 12-9
SIGNATURES
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx, as Trustee
-59-
TRUST NO. 10-M
SIGNATURES
THE SPRINGS COMPANY, as Trustee
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Xxxxxxxxx
-00-
XXXXX XX. 00-X
SIGNATURES
By: /s/ Xxxx X. Close
-----------------------------------
Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx, as Trustee
-61-
TRUST NO. 10-D
SIGNATURES
By: /s/ Xxxx X. Close
------------------------------------
Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx, as Trustee
-62-
TRUST NO. 10-E
SIGNATURES
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx, as Trustee
-63-
TRUST NO. 11-A-10
SIGNATURES
By: /s/ Xxxx X. Close
------------------------------------
Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx, as Trustee
-64-
TRUST NO. 11-B-10
SIGNATURES
By: /s/ Xxxx X. Close
------------------------------------
Name: Xxxx X. Close, as Trustee
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx, as Trustee
-65-
TRUST NO. 11-C-10
SIGNATURES
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx, as Trustee
-66-
TRUST NO. 12-10
SIGNATURES
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxx, as Trustee
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx, as Trustee
-67-
SCHEDULE I
FAMILY SHAREHOLDER CLASS B SHARES CLASS A SHARES
------------------ -------------- --------------
Xxxxxxxx X. Xxxxxx 16,498
[TRUSTS FOR THE BENEFIT OF
XXXXXXXX X. XXXXXX AND/OR HER
DESCENDANTS]
Trust 3-M 135,600
Trust T-3 35,827
Trust 3-3 263,696
Trust 11-A-3 95,288
Trust 11-B-3 121,758
Trust 11-C-3 92,640
Trust 12-3 7,250
[TRUSTS FOR THE BENEFIT OF
XXXXXXX X. CLOSE AND/OR HER
DESCENDANTS]
Trust 4-M 132,619
Trust T-4 35,829
Trust 3-4 263,694
Trust 11-A-4 95,288
Trust 11-B-4 121,758
Trust 11-C-4 92,640
Trust 12-4 7,250
Xxxxx X. Close 204 7,727
[TRUSTS FOR THE BENEFIT OF
XXXXX X. CLOSE AND/OR HIS
DESCENDANTS]
Trust 5-M 73,101*
Trust T-5 36,586
Trust 3-5 263,692
Trust 11-A-5 95,288
Trust 11-B-5 121,758
Trust 11-C-5 92,640
Trust 12-5 7,250
[TRUSTS FOR THE BENEFIT OF
XXXXXXXX CLOSE AND/OR HER
DESCENDANTS]
Trust 6-M 78,154
Trust T-6 37,201
Trust 3-6 263,692
Trust 11-A-6 95,288
Trust 11-B-6 121,756
Trust 11-C-6 92,642
Trust 12-6 7,250
FAMILY SHAREHOLDER CLASS B SHARES CLASS A SHARES
------------------ -------------- --------------
[TRUSTS FOR THE BENEFIT OF
XXXXXXX X. CLOSE AND/OR HIS
DESCENDANTS]
Trust T-7 24,591
Trust 3-7 263,692
Trust 11-A-7 95,288
Trust 11-B-7 121,756
Trust 11-C-7 92,642
Trust 12-7 7,250
[TRUSTS FOR THE BENEFIT OF XXXX
X. CLOSE, JR. AND/OR HIS DESCENDANTS]
Trust 8-M 82,364
Trust T-8 61,604
Trust 3-8 263,694
Trust 11-A-8 95,288
Trust 11-B-8 121,756
Trust 11-C-8 92,642
Trust 12-8 7,250
[TRUSTS FOR THE BENEFIT OF
XXXXXX X. CLOSE AND/OR HIS
DESCENDANTS]
Trust 9-M 63,855 609
Trust T-9 72,527
Trust 3-9 263,696
Trust 11-A-9 95,288
Trust 11-B-9 121,756
Trust 11-C-9 92,642
Trust 12-9 7,250
[TRUSTS FOR THE BENEFIT OF
XXXXXXXXX X. CLOSE AND/OR HER
DESCENDANTS]
Trust 10-M 64,460
Trust 10-A 53,471
Trust 10-D 175,306
Trust 10-E 105,874
Trust 11-A-10 95,288
Trust 11-B-10 121,756
Trust 11-C-10 92,640
Trust 12-10 7,250
The Springs Company 1,401,930
Kanawha Insurance Company 175,000
*These shares are pledged as collateral for a loan from a family partnership.
