SUPPORT AGREEMENT
EXHIBIT
7.03
This
SUPPORT AGREEMENT (this “Agreement”)
dated October 22, 2007, is made and entered into by and among those persons
identified as the existing majority shareholder parties on Schedule A,
attached hereto and incorporated herein by reference (collectively the
“Shareholder Parties”, and individually a
“Shareholder Party”), Macquarie Infrastructure
Partners
International, L.P., Macquarie Infrastructure Partners Canada, L.P., Macquarie
Infrastructure Partners A, L.P. (collectively, “MIP”),
and GS Direct, LLC (“Goldman” and together with MIP and
the Shareholder Parties, the “Parties”).
WHEREAS,
concurrently with the execution of this Agreement, the Parties have made a
proposal (the “Proposal”) to Waste Industries USA, Inc.,
a North Carolina corporation (the “Company”), pursuant
to which, if the Proposal is accepted by the Company, a newly-formed Delaware
limited liability company to be formed by the Parties (the
“Parent”) and a newly-formed, wholly-owned subsidiary of
Parent (“Merger Sub”) will enter into an agreement and plan of
merger with the Company substantially in the form of the draft agreement and
plan of merger submitted to the Company contemporaneously with the Proposal
(as
may be modified from time to time in a form agreed to by the Parties, the
“Merger Agreement”);
WHEREAS,
as of the date hereof, each Shareholder Party is the record owner of the number
of shares of common stock, no par value per share (“Common
Stock”), of the Company set forth opposite such Shareholder Party’s
name on Schedule A hereto (such shares, together with any other shares of
Common Stock acquired by any Shareholder Party after the date hereof, being
collectively referred to herein as the “Party Shares”);
and
WHEREAS,
as a condition to each Party’s willingness to support the Proposal and cause
Parent and Merger Sub to enter into the Merger Agreement, each Party has
required that all of the other Parties enter into this Agreement and agree
to
support the Proposal, as more specifically set forth in this
Agreement.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein, the Parties agree as follows:
1. Defined
Terms. Capitalized terms used herein but not otherwise
defined herein have the meanings assigned to such terms in the Merger
Agreement.
2. Agreements
of Parties.
(a) Voting. Subject
to the terms and conditions of this Agreement, from the date hereof until the
Termination Date (as defined in Section 4 hereof), at any meeting of the
stockholders of the Company however called or any adjournment thereof, each
Shareholder Party agrees to vote all of his or its respective Party Shares
(or
cause them to be voted), (i) in favor of the adoption of the Merger Agreement
and the approval of the transactions contemplated thereby (unless the Board
of
Directors of the Company withdraws, modifies, qualifies or amends, in a manner
adverse to Parent or Merger Sub, the Recommendation in accordance with the
terms
of the Merger Agreement and such withdrawal, modification, qualification or
amendment is effective at the time of such meeting or adjournment thereof),
(ii)
against any action or agreement that would result in a breach of any
representation, warranty, covenant, agreement or other obligation of the Company
in the Merger Agreement, (iii) against any Alternative Proposal and (iv)
against any agreement (or any amendment to any agreement in existence on the
date hereof), amendment of the Company Charter Documents or other action that
is
intended or could reasonably be expected to prevent, impede, interfere with,
delay, postpone or discourage the consummation of the Merger. Any
such vote shall be cast by the Shareholder Parties in accordance with such
procedures relating thereto so as to ensure that it is duly counted, including
for purposes of determining that a quorum is present and for purposes of
recording the results of such vote. Notwithstanding the foregoing, in
no event shall the obligations of each Shareholder Party set forth in this
Section 2(a) or any Party elsewhere in this Agreement convey to any other Party
or any other person voting power in the election of directors of the Company,
sole or shared ownership of any Party Shares, or sole or shared power to vote
any Party Shares or to direct the exercise of voting power of any Party
Shares.
(b) Restriction
on Transfer; Proxies; Non-Interference; etc. Other than a
Permitted Transfer (as hereinafter defined), from the date hereof until the
Termination Date, no Shareholder Party shall directly or indirectly (i) sell,
transfer (including by operation of law), give, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other arrangement
or
understanding (collectively, a “Transfer”) with respect
to the sale, transfer, gift, pledge, encumbrance, assignment or other
disposition of, any Party Shares (or any right, title or interest thereto or
therein), (ii) deposit any Party Shares into a voting trust or grant any proxies
or enter into a voting agreement, power of attorney or voting trust with respect
to any Party Shares (each, an “Assignment”), (iii) take
any action that would make any representation or warranty of such Shareholder
Party set forth in this Agreement untrue or incorrect in any material respect
or
have the effect of preventing, disabling or delaying such Shareholder Party
from
performing any of his or its obligations under this Agreement or (iv) agree
(whether or not in writing) to take any of the actions referred to in the
foregoing clauses (i), (ii) or (iii) of this Section
2(b). Notwithstanding the foregoing, any Shareholder Party, (a)
may Transfer any of the Party Shares, or execute an Assignment with respect
to
Party Shares, if such Transfer or Assignment is made to a family member or
a
controlled affiliate of such Shareholder Party or is made to a trust or similar
vehicle in connection with estate planning purposes; provided that, in each
case, the transferee, trustee, proxy holder, or beneficiary of the Party Shares
resulting from such Transfer or Assignment executes a joinder agreement,
reasonably acceptable to each of the MIP entities and Goldman, whereby such
transferee, proxy holder or beneficiary would become a party to this Agreement
and become subject to all of the rights and obligations hereunder, (b) at any
time after the termination of the Merger Agreement, may sell no more than 25,000
Party Shares in the open market in any six-month period, (c) if the Merger
Agreement is not entered into on or prior to December 31, 2007 and the Company
and Parties are not actively negotiating a proposal to acquire the Company
at
such date, may sell no more than 25,000 Party Shares in the open market in
any
six-month period thereafter or (d) with the prior written consent of each of
the
MIP entities and Goldman (which consent may be withheld in their sole
discretion), may Transfer any of the Party Shares, or execute an Assignment
with
respect to Party Shares, other than as contemplated in clauses (a), (b) and
(c) (each of the foregoing clauses (a) through (d), a
“Permitted Transfer”). Each Shareholder Party
shall cause the Company to instruct the Company’s transfer agent to place
appropriate restrictive legends with respect to such Shareholder Party’s Party
Shares in order to reflect the transfer limitations and other provisions
contained in this Agreement.
(c) No
Solicitation. Subject to Section 5 hereunder, each Shareholder
Party agrees it shall not nor shall it authorize or permit any of its
Representatives to, directly or indirectly, (i) initiate, solicit, encourage
(including by providing information) or facilitate any inquiries, proposals
or
offers with respect to, or the making or completion of, an Alternative Proposal,
(ii) engage or participate in any negotiations concerning, or provide or cause
to be provided any non-public information or data relating to, the Company
or
any of its Subsidiaries in connection with, or have any discussions with any
person relating to, an actual or proposed Alternative Proposal, or otherwise
knowingly encourage or facilitate any effort or attempt to make or implement
an
Alternative Proposal, (iii) adopt, endorse or recommend, or propose publicly
to
adopt, endorse or recommend, any Alternative Proposal, (iv) adopt, endorse
or
recommend, or propose to adopt, endorse or recommend, or execute or enter into,
any letter of intent, agreement in principle, merger agreement, acquisition
agreement, option agreement or other similar agreement relating to any
Alternative Proposal, (v) amend, terminate, waive or fail to enforce, or grant
any consent under, any confidentiality, standstill or similar agreement, or
(vi)
resolve to propose or agree to do any of the foregoing.
3. Representations
and Warranties of the Parties. Each Party hereby
represents and warrants to each of the other Parties as follows:
(a) Execution. This
Agreement has been duly executed and delivered by such Party and, assuming
due
and valid authorization, execution and delivery hereof by the other Parties
hereto, constitutes a valid and binding obligation of such Party, enforceable
against such Party in accordance with its terms.
(b) Consents
and Approvals; No Violations. Except for the filing of a Schedule
13D with the Securities and Exchange Commission, no consents or approvals of,
or
filings, declarations or registrations with, any Governmental Entity are
necessary for the performance by such Party of his or its obligations
hereunder. Neither the execution and delivery of this Agreement by
such Party, nor the performance by such Party of his or its obligations
hereunder, will (A) violate any Law, judgment, writ or injunction of any
Governmental Entity applicable to such Party or any of his or its properties
or
assets or (B) violate, breach, conflict with or constitute a default under
any
of the terms, conditions or provisions of any agreement or other instrument
or
obligation to which such Party is a party, or by which it or any of his or
its
properties or assets may be bound or affected.
(c) Ownership
of Shares. Such Party who is a Shareholder Party owns, of record,
all of the Party Shares listed opposite his or its name on Schedule A
hereto. Such Shareholder Party owns all such Party Shares free and clear of
any
proxy, voting restriction, adverse claim or other Lien that affects voting
rights (except for such transfer restrictions of general applicability as may
be
provided under the Securities Act and the “blue sky” laws of the various states
of the United States). Without limiting the foregoing, except for
such transfer restrictions of general applicability as may be provided under
the
Securities Act and the “blue sky” laws of the various states of the United
States, such Shareholder Party has sole voting power and sole power of
disposition with respect to all such Party Shares, with no restrictions on
such
Party’s rights of voting or disposition pertaining thereto, and no Person other
than such Shareholder Party has any right to direct or approve the voting or
disposition of any such Party Shares. Such Shareholder Party does not
own of record, any securities of the Company other than the Party Shares listed
opposite his or its name on Schedule A hereto, which constitute all such
Shareholder Party’s Party Shares.
(d) Brokers. Except
for any fees paid to MIP and Goldman, no broker, investment banker, financial
advisor or other Person is entitled to any broker’s, finder’s, financial
advisor’s or other similar fee or commission that is payable by the Company or
any of its subsidiaries in connection with the transactions contemplated by
the
Proposal, this Agreement or the Merger Agreement based upon arrangements made
by
or on behalf of any Party.
4. Termination. The
obligations of each Shareholder Party under Section 2 of this Agreement
shall terminate on the first to occur of (a) the Effective Time, (b) the date
that is eighteen months after the date of this Agreement, (c) a termination
of
the Merger Agreement that results in a Parent Termination Fee becoming due
and
payable by Parent pursuant to Section 7.2(b) of the Merger Agreement or (d)
if
the Merger Agreement is not entered into on or prior to December 31, 2007,
and
the Company and Parties are not negotiating a proposal to acquire the Company
at
such date and no Alternative Proposal is made after the date hereof, June 30,
2008 (the first to occur of (a), (b), (c) and (d) being the
“Termination Date”). Any liability for
failure to comply with the terms of this Agreement shall survive such
termination.
5. Action
in Stockholder Capacity Only. The parties acknowledge
that this Agreement is entered into by each Shareholder Party in his or its
capacity as owner of the applicable Party Shares and that nothing in this
Agreement shall in any way restrict or limit any director or officer of the
Company from taking any action in his or her capacity as a director or officer
of the Company that is necessary for him or her to comply with his or her
fiduciary duties as a director or officer of the Company, including, without
limitation, furnishing information or participating in his or her capacity
as a
director or officer of the Company in any discussions or negotiations in
accordance with Section 5.3 of the Merger Agreement.
6. Expenses. Each
Party hereto shall pay its own fees and expenses (including fees and expenses
of
its agents, representatives and attorneys) incurred by or on behalf of it in
connection with the negotiation, drafting, execution, delivery and performance
of this Agreement and each other agreement, document and instrument contemplated
by this Agreement and the performance of their respective obligations hereunder
and thereunder.
7. Additional
Shares. Until the Termination Date, each Shareholder
Party shall promptly notify the other Parties of the number of shares of Common
Stock, if any, as to which such Shareholder Party acquires record or beneficial
ownership after the date hereof. Any shares of Common Stock as to
which any Shareholder Party acquires record or beneficial ownership after the
date hereof and prior to the Termination Date shall be Party Shares for purposes
of this Agreement. Without limiting the foregoing, in the event of
any stock split, stock dividend or other change in the capital structure of
the
Company affecting the Common Stock, the number of shares constituting Party
Shares shall be adjusted appropriately and this Agreement and the obligations
hereunder shall attach to any additional shares of Common Stock or other voting
securities of the Company issued to Parties in connection
therewith.
8. Publicity. Each
Party consents to Parent and Merger Sub publishing and disclosing such Party’s
identity and ownership of Common Stock by the Shareholder Parties and the nature
of such Party’s commitments, arrangements and understandings under this
Agreement. No Party shall issue any press release or make any other
public statement with respect to this Agreement, the Merger Agreement or the
transactions contemplated hereby or thereby without the prior written consent
of
the Requisite Parties, except as may be required by applicable Law. “Requisite
Parties” means MIP, Goldman and Xxxxxx X. Xxxxx, Xx.
9. Further
Assurances. From time to time, at the request of
any other Party and without further consideration, each Party shall execute
and
deliver such additional documents and take all such further action as may be
necessary or appropriate to, in the most expeditious manner practicable, effect
the purposes of this Agreement.
10. Entire
Agreement. This Agreement constitutes the final
agreement between the parties hereto and is the complete and exclusive
expression of agreement of the parties hereto with respect to the subject matter
hereof. All prior and extemporaneous negotiations, communications,
arrangements and agreements between the parties hereto on the subject matters
contained in this Agreement, whether written or oral, are expressly merged
into
and superseded by this Agreement.
11. Assignment;
Binding Effect. This Agreement is binding upon and
inures to the benefit of the parties to this Agreement and their respective
successors and permitted assigns. No Party may assign any of his or
its rights, or delegate any of his or its obligations or any performance,
arising under or relating to this Agreement voluntarily or involuntarily,
whether by operation of law, merger, consolidation, dissolution or any other
manner, without the prior unanimous written consent of the other
Parties. Any purported assignment of rights or delegation of
obligations or performance in violation of this Section 11 is void and of
no force or effect.
12. Amendments;
Waiver. The Parties hereto may not amend, modify or
supplement this Agreement except pursuant to a written instrument making
specific reference to this Agreement that identifies itself as an amendment,
modification or supplement to this Agreement and that is signed by the Requisite
Parties; provided that no provision of this Agreement may be amended or modified
in a manner that disproportionately and materially adversely affects a Party
without such Party’s consent. No purported waiver of any provision of
this Agreement will be effective unless effected pursuant to a written
instrument signed by the Party or Parties hereto against whom enforcement of
such waiver is sought. The waiver by any party hereto of any
provision of this Agreement is effective only in the instance and only for
the
purpose that it is given and does not operate and is not to be construed as
a
further or continuing waiver. No failure on the part of any Party
hereto to exercise, and no delay in exercising, any right, power or remedy
under
this Agreement operates as a waiver thereof. This Agreement does not,
and is not intended to, confer any rights or remedies upon any Person other
than
the Parties to this Agreement.
13. Severability. If
any term or other provision of this Agreement is determined by a court of
competent jurisdiction to be invalid, illegal or incapable of being enforced
by
any rule of law or public policy, all other terms, provisions and conditions
of
this Agreement shall nevertheless remain in full force and
effect. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the Parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible to the fullest extent permitted
by
applicable law in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the extent possible.
14. Counterparts. The
Parties hereto may execute this Agreement in one or more counterparts, each
of
which constitutes an original copy of this Agreement and all of which,
collectively, constitute only one agreement. The signatures of all
the Parties hereto need not appear on the same counterpart.
15. Descriptive
Headings. The division of this Agreement into Sections
and other subdivisions and the insertion of headings are for convenience of
reference only and do not alter the meaning of, or affect the construction
or
interpretation of, this Agreement.
16. Notices.
(a) All
notices and other communications under this Agreement shall be in writing and
shall be deemed given (i) when delivered personally by hand (with written
confirmation of receipt), (ii) when sent by facsimile (with written confirmation
of transmission) or (iii) one Business Day following the day sent by overnight
courier (with written confirmation of receipt). All communications
hereunder shall be delivered to the respective Parties hereto at such Party’s
address set forth on the signature pages herein; or, in each case, to such
other
address as the Person to whom notice is given may have previously furnished
to
the other parties hereto in writing in the manner set forth above.
17. Drafting. The
Parties hereto have participated jointly in the negotiation and drafting of
this
Agreement and, in the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as jointly drafted by the parties
hereto and no presumption or burden of proof shall arise favoring or disfavoring
any party by virtue of the authorship of any provision of this
Agreement.
18. Governing
Law; Enforcement; Jurisdiction; Waiver of Jury Trial; Specific
Performance.
(a) The
laws of the State of Delaware (without giving effect to its conflicts of law
principles) govern this Agreement and all matters arising out of or relating
to
this Agreement and any of the transactions contemplated hereby, including its
negotiation, execution, validity, interpretation, construction, performance
and
enforcement.
(b) The
Parties hereto hereby irrevocably submit to the exclusive jurisdiction of any
Federal court located in the State of New York, if a basis for federal court
jurisdiction is present, and otherwise, in any court in the County and State
of
New York over any legal proceeding arising out of or relating to this Agreement
or any of the transactions contemplated hereby and each Party hereto hereby
irrevocably agrees that all claims in respect of such legal proceeding may
be
heard and determined in such courts. The Parties hereto hereby
irrevocably waive any objection which they may now or hereafter have to the
laying of venue of such legal proceeding brought in such court or any claim
that
such legal proceeding brought in such court has been brought in an inconvenient
forum. Each of the Parties hereto agrees that a judgment in such
legal proceeding may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by Law.
(c) Each
of the Parties hereto hereby irrevocably consents to process being served by
any
Party to this Agreement in any legal proceeding by delivery of a copy thereof
in
accordance with the provisions of Section 16.
(d) To
the extent permitted by applicable Law, each Party hereto, knowingly,
voluntarily and intentionally, irrevocably waives all right of trial by jury
in
any legal proceeding arising out of or relating to this Agreement, all
documents, agreements and instruments executed in connection with this Agreement
and the transactions contemplated hereby and thereby (whether in contract tort
or otherwise) and whether occurring prior to or after the date of this
Agreement.
(e) The
Parties to this Agreement agree that irreparable damage would occur in the
event
that any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. Without prejudice to
the
rights and remedies otherwise available to each Party hereto, each Party hereto
shall be entitled, without the requirement of a posting of a bond or other
security to seek equitable relief, including an injunction or specific
performance, in the event of any breach of the provisions of this
Agreement.
[The
remainder of this page is intentionally left blank.]
IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.
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/s/ Xxxxxx X. Xxxxx, Xx. | ||
| Name: Xxxxxx X. Xxxxx, Xx. | ||||
| Address for Notices: | 000 Xxxxxxxxxx Xxxxx | |||
| Xxxxxxx, XX 00000 | ||||
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/s/ Xxxxxx X. Xxxxx, III | ||
| Name: Xxxxxx X. Xxxxx, III | ||||
| Address for Notices: | 0000 Xxxxxx Xxxxx | |||
| Xxxxx 000 | ||||
| Xxxxxxx, XX 00000 | ||||
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/s/ Xxxxx X. Xxxxx | ||
| Name: Xxxxx X. Xxxxx | ||||
| Address for Notices: | 0000 Xxxxxxxxxx Xxxx | |||
| Xxxxx 000 | ||||
| Xxxxxxx, XX 00000 | ||||
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/s/ Xxx X. Xxxxx | ||
| Name: Xxx X. Xxxxx | ||||
| Address for Notices: | 0000 Xxxxx Xxxx Xxxxx | |||
| Xxxxxxx, XX 00000 | ||||
| XXXXXX
X. XXXXX, III
IRREVOCABLE TRUST (TAILWALKER TRUST) |
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By:
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/s/ Xxxxx X. Xxxxx | ||
| Name: Xxxxx X. Xxxxx | ||||
| Title: Trustee | ||||
| Address for Notices: | 0000 Xxxxxxxxxx Xxxx | |||
| Xxxxx 000 | ||||
| Xxxxxxx, XX 00000 | ||||
| XXXXXX
X. XXXXX, III
IRREVOCABLE TRUST (TAILWALKER NON-GST TRUST) |
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By:
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/s/ Xxxxx X. Xxxxx | ||
| Name: Xxxxx X. Xxxxx | ||||
| Title: Trustee | ||||
| Address for Notices: | 0000 Xxxxxxxxxx Xxxx | |||
| Xxxxx 000 | ||||
| Xxxxxxx, XX 00000 | ||||
| XXXXXX
X. XXXXX, XX. GRANTOR
TRUST DATED MAY 1, 1995 |
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By:
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/s/ Xxxxxx X. Xxxxx, III | ||
| Name: Xxxxxx X. Xxxxx, III | ||||
| Title: Trustee | ||||
| Address for Notices: | 0000 Xxxxxx Xxxxx | |||
| Xxxxx 000 | ||||
| Xxxxxxx, XX 00000 | ||||
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/s/ Xxxxx X. Xxxxx | ||
| Name: Xxxxx X. Xxxxx | ||||
| Address for Notices: | 0000 Xxxxxxxxxx Xxxx | |||
| Xxxxx 000 | ||||
| Xxxxxxx, XX 00000 | ||||
| MACQUARIE INFRASTRUCTURE PARTNERS A L.P., BY ITS GENERAL PARTNER, MACQUARIE INFRASTRUCTURE PARTNERS U.S. GP LLC, BY ITS MANAGER AND ATTORNEY-IN-FACT, MACQUARIE INFRASTRUCTURE PARTNERS INC. | |||
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By:
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/s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | |||
| Title: President | |||
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By:
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/s/ Xxxx Xxxx | |
| Name: Xxxx Xxxx | |||
| Title: Treasurer | |||
| Address for Notices: | |||
| Macquarie Infrastructure Partners | |||
| 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx | |||
| Xxx Xxxx, XX 00000 | |||
| MACQUARIE INFRASTRUCTURE PARTNERS INTERNATIONAL L.P., BY ITS GENERAL PARTNER, MACQUARIE INFRASTRUCTURE PARTNERS U.S. GP LLC, BY ITS MANAGER AND ATTORNEY-IN-FACT, MACQUARIE INFRASTRUCTURE PARTNERS INC. | |||
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By:
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/s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | |||
| Title: President | |||
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By:
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/s/ Xxxx Xxxx | |
| Name: Xxxx Xxxx | |||
| Title: Treasurer | |||
| Address for Notices: | |||
| Macquarie Infrastructure Partners | |||
| 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx | |||
| Xxx Xxxx, XX 00000 | |||
| MACQUARIE INFRASTRUCTURE PARTNERS CANADA, L.P., BY ITS GENERAL PARTNER, MACQUARIE INFRASTRUCTURE PARTNERS CANADA GP LTD., BY ITS MANAGER AND ATTORNEY-IN-FACT, MACQUARIE INFRASTRUCTURE PARTNERS INC. | |||
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By:
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/s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | |||
| Title: President | |||
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By:
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/s/ Xxxx Xxxx | |
| Name: Xxxx Xxxx | |||
| Title: Treasurer | |||
| Address for Notices: | |||
| Macquarie Infrastructure Partners | |||
| 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx | |||
| Xxx Xxxx, XX 00000 | |||
| GS DIRECT, LLC | ||||
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By:
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/s/ Xxxxxx X. Xxxxxxxxx | ||
| Name: Xxxxxx X. Xxxxxxxxx | ||||
| Title: Managing Director | ||||
| Address for Notices: | ||||
| c/o Goldman Sachs | ||||
| 00 Xxxxx Xxxxxx | ||||
| Xxx Xxxx, XX 00000 | ||||
| Attention: Xxxxx Xxxxxxxxx | ||||
SCHEDULE
A
SHAREHOLDER
PARTY SHARES
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SHAREHOLDER
PARTY
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SHARES
OWNED
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Xxxxxx
X. Xxxxx, Xx.
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2,239,468
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Xxxxxx
X. Xxxxx, III
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767,226
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Xxxxxx
X. Xxxxx, III Irrevocable Trust (Tailwalker Trust)
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25,736
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Xxxxxx
X. Xxxxx, III Irrevocable Trust (Tailwalker Non-GST Trust)
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407,110
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Xxxxx
X. Xxxxx
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676,780
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Xxxxxx
X. Xxxxx, Xx. Grantor Trust dated May 1, 1995
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1,741,729
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Xxx
X. Xxxxx
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1,366,057
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