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EXHIBIT 10.3
STOCKHOLDERS AGREEMENT
This Stockholders Agreement dated September 22, 1997 (this
"Agreement") by and among Candlewood Hotel Company, Inc. (the "Company"), a
Delaware corporation, Doubletree Corporation, a Delaware corporation (together
with its subsidiaries, "Doubletree"), the Warren D. Fix Family Partnership,
L.P., a Kansas limited partnership (the "Fix Partnership") and Jack P. DeBoer
("DeBoer"), on behalf of himself and as representative of the Alexander John
DeBoer Trust dated March 14, 1995 and the Christopher Scott DeBoer Trust dated
March 14, 1995 (collectively, the "Trusts") (collectively, the "Initial
Holders") and each of the individuals or entities set forth in Schedule A hereto
(each a "Preferred Holder" and together the "Preferred Holders") (collectively,
the parties to this Agreement other than the Company are referred to as the
"Holders").
W I T N E S S E T H:
WHEREAS, the Initial Holders had previously entered into that
certain Stockholders Agreement dated as of September 30, 1996 relating to the
governance of the Company, including procedures for the election of directors,
the approval of certain significant corporate actions and rights relating to the
purchase of capital stock of the Company and the Initial Holders desire to
terminate the former agreement and enter into this Agreement;
WHEREAS, pursuant to the terms and conditions of the Stock
Purchase Agreement (the "Stock Purchase Agreement") dated as of August 27, 1997
between the Company and the Preferred Holders, the Company has agreed to issue
and sell, and the Purchasers have severally agreed to purchase, shares of Series
A Cumulative Convertible Preferred Stock of the Company (the "Purchased Shares")
in the aggregate amount of 65,000 shares for an aggregate purchase price of
$65,000,000;
WHEREAS, it is a condition precedent to the obligation of the
Preferred Holders to purchase the Purchased Shares pursuant to the Stock
Purchase Agreement that the parties hereto enter into this Agreement;
NOW, THEREFORE, in consideration of the agreement of the
Preferred Holders to purchase the Purchased Shares and other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
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ARTICLE 1
DEFINITIONS
1.1 Defined Terms. All terms capitalized but not defined herein
shall have the meanings attributable to such terms in the Stock Purchase
Agreement, except where the context otherwise requires. The following additional
terms when used in this Agreement, including its preamble and recitals, shall,
except where the context otherwise requires, have the following meanings, such
meanings to be equally applicable to the singular and plural forms thereof:
"Affiliate" of a Holder means any Person, other than the Company,
controlling, controlled by or under common control with such Holder.
"Board" means the Board of Directors of the Company.
"Common Stock" means and includes the Company's currently
authorized common stock, $.01 par value per share.
"DeBoer/Fix Holders" means DeBoer, the Trusts and the Fix
Partnership (so long as each is a Holder) and each Permitted Transferee, other
than the Company, who becomes a Holder.
"DeBoer/Fix Shares" means the shares of Common Stock owned of
record or beneficially by DeBoer, the Trusts and the Fix Partnership on the
Effective Date.
"DeBoer Holders" means DeBoer and the Trusts (so long as each is
a Holder) and each Permitted Transferee of DeBoer, other than the Company, who
becomes a Holder.
"DeBoer Shares" means the shares of Common Stock owned of record
or beneficially by DeBoer and the Trusts on the Effective Date.
"Director" means a director of the Company.
"Doubletree Holders" means Doubletree (so long as it is a Holder)
and each Permitted Transferee of Doubletree, other than the Company, who becomes
a Holder.
"Doubletree Shares" means the Shares of Common Stock owned of
record or beneficially by Doubletree on the Effective Date.
"Effective Date" means the date on which the Doubletree Shares,
the DeBoer Shares and the Fix Partnership Shares were issued to Doubletree,
DeBoer, the Trusts and the Fix Partnership.
"Fix Partnership Holders" means the Fix Partnership (so long as
it is a
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Holder) and each Permitted Transferee of the Fix Partnership, other than the
Company, who becomes a Holder.
"Fix Partnership Shares" means the shares of Common Stock owned
of record or beneficially by the Fix Partnership on the Effective Date.
"Holder" shall have the meaning set forth in the preamble hereto.
"Initial Holder" means a record or beneficial owner of any
Subject Shares.
"Permitted Transferee" of a Holder means (i) a successor to such
Holder by operation of law pursuant to a statutory merger, consolidation,
dissolution or liquidation, (ii) a purchaser of all or substantially all of such
Holder's assets, (iii) a Person owning, directly or indirectly, a majority of
the voting interests or other comparable equity interests of such Holder, a
Person under common control with such Person (including, in the case of an
individual, a family member or a trust controlled by a family member) or a
Person of which such Holder owns, directly or indirectly, a majority of the
outstanding voting securities or other comparable equity interests, (iv) a
successor to such Holder by will or through the laws of descent, or through a
gift or other contribution made in anticipation of the death of such Holder or
(v) as to any Series A Preferred Stock or Share Equivalent, any transferee
permitted by the terms of the Stock Purchase Agreement other than (x) a
competitor in the extended stay hotel business or (y) an entity owning more than
20% of the equity securities of such competitor or represented on the board of
directors of such competitor, including in each case in connection with this
clause (y), Affiliates of such competitor; provided, however, that in each case
the successor, purchaser or Person referred to in clauses (i), (ii) or (iii) of
this definition was an Affiliate of such Holder prior to such merger,
consolidation, dissolution, liquidation, purchase of assets or acquisition of
voting securities or other comparable equity interests and, in each case
referred to in clauses (i), (ii), (iii), (iv) or (v) of this definition, the
Permitted Transferee has become a party to and agreed to be bound by this
Agreement as to all Subject Shares or shares of Series A Preferred Stock then
being transferred to it. "Permitted Transferee" includes successive transferee
in transactions described in the preceding sentence.
"Person" means and includes an individual, a corporation, a
limited liability company, an association, a partnership, a trust or estate, a
government or any department or agency thereof.
"Preferred Holder" means each of the parties listed on Schedule A
hereto (so long as it is a Holder) and each Permitted Transferee of such
Preferred Holder, other than the Company, who becomes a Holder.
"Public Sale" means a sale of Subject Shares pursuant to an
effective registration statement in accordance with the rules and regulations of
the Securities and Exchange Commission (the "Commission") or a sale pursuant to
Rule 144 thereof.
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"Purchaser Group" means (i) Olympus Growth Fund II, L.P. with
respect to one nominee for director of the Company, (ii) Desai Capital with
respect to one nominee for director of the Company and (iii) Pecks Management
with respect to one nominee for director of the Company (each a "Significant
Purchaser"), so long as such Significant Purchaser shall hold at least 20% of
the shares of Series A Preferred Stock or Share Equivalents purchased by such
Significant Purchaser pursuant to the Stock Purchase Agreement, and, if at any
time such Significant Purchaser shall waive its rights hereunder or shall hold
less than 20% of the shares of Series A Preferred Stock or Share Equivalents
purchased by such Significant Purchaser pursuant to the Stock Purchase
Agreement, the designee formerly designated by such Significant Purchaser shall
henceforth be designated by all of the Preferred Holders holding shares of
Series A Preferred Stock or Share Equivalents.
"Series A Preferred Stock" means the Series A Cumulative
Convertible Preferred Stock, par value $.01 per share, of the Company.
"Share Equivalents" of the Series A Preferred Stock means the
number of shares of Common Stock that are issued or issuable upon conversion of
the Series A Preferred Stock but excluding any shares sold in a Public Sale.
"Stock Purchase Agreement" shall have the meaning set forth in
the first WHEREAS clause.
"Subject Shares" means the Doubletree Shares, the DeBoer Shares
and the Fix Partnership Shares; provided, however, that at all times, such term
shall include all Subject Shares that have been transferred by a Holder to a
Permitted Transferee of such Holder. Notwithstanding the foregoing, upon (A) the
disposition of any Subject Shares pursuant to a Public Sale to any Person, or
(B) the disposition of any Subject Shares other than pursuant to a Public Sale
to any Person other than a Permitted Transferee of the Holder thereof, the
shares so canceled or disposed of shall cease to be Subject Shares and
thereafter shall not be subject to any of the terms and conditions of this
Agreement.
ARTICLE 2
VOTING AGREEMENT
2.1 Board Nominations. The Company and the Holders have agreed
(i) that the Purchaser Group shall be entitled, through a nominating committee
or other procedure adopted by the Board, to designate for nomination by the
Board three nominees for election to the Board, (ii) that the Doubletree Holders
shall be entitled, through a nominating committee or other procedure adopted by
the Board, to designate for nomination by the Board two nominees for election to
the Board, (iii) that the DeBoer/Fix Holders shall be entitled, through a
nominating committee or other procedure adopted by the Board, to designate for
nomination by the Board two nominees for election to the Board and (iv) that the
Doubletree Holders together with the DeBoer/Fix
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Holders shall be entitled, through a nominating committee or other procedure
adopted by the Board of Directors, to designate for nomination by the Board the
President of the Company and/or such number of independent directors for
election to the Board as shall constitute the remainder of the Board.
2.2 Board of Directors of the Company. (a) So long as it shall
hold any shares of Series A Preferred Stock, Share Equivalents or Subject
Shares, each Holder agrees to vote all of its shares of Series A Preferred
Stock, Share Equivalents or Subject Shares, as applicable, as to which it has
voting rights for the election of all directors nominated pursuant to the
immediately preceding paragraph hereof. The nominees designated by the Preferred
Holders shall be identified in a proxy statement delivered to the Company
stockholders in connection with an annual or special meeting.
(b) The Holders shall appear in person or by proxy at any annual
or special meeting of stockholders for the purpose of obtaining a quorum and
shall vote or cause the vote of the Series A Preferred Stock, Share Equivalents
or Subject Shares, as applicable, owned by such Holder or by any Affiliate of
such Holder, either in person or by proxy, to be cast in accordance with the
provisions of this Article 2.
(c) Each Holder further agrees to vote all the Series A Preferred
Stock, Share Equivalents or Subject Shares, as applicable, with respect to which
it has direct or indirect voting rights, in favor of removal from the Board,
upon notice by the DeBoer/Fix Holders, the Preferred Holders or the Doubletree
Holders that an individual designated by them pursuant to Section 2.1 should be
removed, and to use its best efforts to cause the Board to fill the vacancy so
vacated with another person designated by the party providing such notice. Each
Holder further agrees to cooperate fully in connection with the nomination of
Directors, the voting of its shares of Series A Preferred Stock, Share
Equivalents or Subject Shares, as applicable, the execution of written consents
(if then permissable under the Certificate of Incorporation of the Company), the
calling of meetings and other stockholder matters to effect the provisions of
this Article.
(d) If any director is unable to serve, or once having commenced
to serve, is removed or withdraws from the Board, the party or parties who
designated such director will be entitled to designate a person to fill the
vacany on the Board so created and each Holder will use its best efforts to
cause the Board to fill the vacany so created with the person so designated, in
accordance with the Company's By-laws.
(e) Each Holder agrees not to and not to permit any Affiliate to
grant any proxy or enter into or be bound by any voting trust with respect to
its Series A Preferred Stock, Share Equivalents or Subject Shares, as
applicable, or enter into any arrangements of any kind with any person with
respect to its Series A Preferred Stock, Share Equivalents or Subject Shares, as
applicable, in any such case in a manner that is inconsistent with the
provisions of this Agreement.
2.3 Holder Representation. Each Holder represents and warrants as
to itself that as of the date hereof (after giving effect to all transactions
occurring in
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connection with the sale of the Purchased Shares) such Holder is not a party
with any other Person to any other agreement with respect to the holding,
voting, acquisition or disposition of shares of Series A Preferred Stock, Share
Equivalents or Subject Shares, as applicable.
2.4 Agent for Affiliated Holders. If a portion or all of the
Subject Shares held by Doubletree, DeBoer, the Trusts or the Fix Partnership
shall be transferred to one or more Permitted Transferees, resulting in the
Subject Shares which were theretofore held by such Holder being held by more
than one Holder, then Doubletree, DeBoer, the Trusts or the Fix Partnership, as
the case may be, shall: (i) act, or shall cause one of such Holders, to act, as
agent and proxy for all purposes of this Agreement (including without limitation
the voting of Subject Shares, the nomination of Directors, the giving of
consents, the approval of amendments, the receipt of notices, etc.) for all of
the Doubletree Holders, DeBoer Holders or the Fix Partnership Holders, as the
case may be, and (ii) specify in writing to the other parties that it (or such
other Holder) is to act as such agent and proxy, and thereafter the other
parties shall be entitled to look solely to, and to deal solely with, the person
so specified for all purposes of this Agreement as if such Holder held all the
Subject Shares held by the party providing such notice and its Permitted
Transferees.
2.5 Irrevocable Proxy. The Fix Partnership Holders and the Trusts
hereby appoint DeBoer as its and their proxy to exercise in DeBoer's sole
discretion all rights of the Fix Partnership Holders and the Trusts to designate
persons for nomination, removal or the filling of vacancies and to exercise all
rights pursuant to Article 2 hereof. This proxy is coupled with an interest in
the Company and shall be irrevocable. Except as set forth below in this
paragraph, this proxy may be invoked by DeBoer at any time by notice to the
other Holders but, unless and until invoked, such rights may be exercised by the
Fix Partnership Holders and the Trusts; provided, however, that upon the death
of Warren D. Fix all such rights shall automatically vest in DeBoer which shall
thereafter have the sole right to exercise all such rights of the Fix
Partnership Holders. Notwithstanding the foregoing, this proxy may not be
invoked or exercised after the death of Jack DeBoer.
2.6 Termination. The rights and obligations of any holder of
Series A Preferred Stock, Share Equivalents or Subject Shares pursuant to this
Agreement shall terminate (a) as to any Significant Purchaser, if such
Significant Purchaser shall hold, beneficially or of record, less than 20% of
the shares of Series A Preferred Stock or Share Equivalents purchased by such
Significant Purchaser pursuant to the Stock Purchase Agreement, (b) as to any
rights of any holder of Series A Preferred Stock or Share Equivalents, upon
waiver of such rights in writing, (c) as to any holder of Share Equivalents,
upon transfer of such Share Equivalents pursuant to a registered public
offering, block trade or other public sale, including pursuant to Rule 144 under
the Securities Act of 1933, as amended, (d) as to all holders of Series A
Preferred Stock or Share Equivalents, upon failure of such holders or their
Permitted Transferees, collectively, to hold, beneficially or of record, at
least 20% of the shares of Series A
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Preferred Stock or Share Equivalents, and (e) as to the holders of the
Doubletree Shares or the DeBoer/Fix Shares, upon both the failure of such
holders or their Permitted Transferees, collectively, to hold, beneficially or
of record, at least 20% of the outstanding voting interests of the Company and
the termination of the rights of the Preferred Holders pursuant to subsection
(d) hereof.
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ARTICLE 3
GENERAL PROVISIONS
3.1 Legend on Share Certificates. (a) All certificates for shares
of Series A Preferred Stock, Share Equivalents or Subject Shares which are
subject to the terms and provisions of Article 2, in addition to such other
legends as may be required by law, shall bear the legend set forth in Article
VII of the Stock Purchase Agreement and the following legend:
The shares represented by this certificate are also subject to
certain requirements as to voting contained in the Stockholders
Agreement dated September 22, 1997 among the Company, and certain
stockholders, a copy of which is on file with the Secretary of
the Company.
(b) Upon the termination of this Agreement with respect to any
shares of Series A Preferred Stock, Share Equivalents or Subject Shares pursuant
to Section 2.6, each Holder shall be entitled to receive, in exchange for any
certificate bearing the legend described in subsection (a) of this Section 3.1,
a certificate only bearing the legend set forth in Article VII of the Stock
Agreement, unless the Company shall have determined (based upon advice of legal
counsel) that such legend is no longer required by law.
ARTICLE 4
MISCELLANEOUS
4.1 Injunctive Relief. It is acknowledged that it will be
impossible to measure in money the damages that would be suffered if the parties
fail to comply with certain of the obligations imposed on them by this Agreement
and that, in the event of any such failure, an aggrieved Person will be
irreparably damaged and will not have an adequate remedy at law. Any such Person
shall, therefore, be entitled to injunctive relief and/or specific performance
to enforce such obligations, and if any action should be brought in equity to
enforce any of such provisions of this Agreement, none of the parties hereto
shall raise the defense that there is an adequate remedy at law.
4.2 Further Assurances. Each party hereto shall do and perform or
cause to be done and performed all such further acts and things and shall
execute and deliver all such other agreements, certificates, instruments and
documents as any other party hereto reasonably may request in order to carry out
the intent and accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby.
4.3 Governing Law. This Agreement shall be construed and enforced
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in accordance with, and the rights of the parties shall be governed by, the laws
of the State of Delaware.
4.4 Entire Agreement; Amendment; Waiver. This Agreement (i)
contains the entire agreement among the parties hereto with respect to the
subject matter hereof, (ii) may not be amended or supplemented except by an
instrument or counterparts thereof in writing signed by at least 66-2/3% of the
Holders or their Agent or Proxy and, if such amendment or supplement adversely
affects any holder of Series A Preferred Stock or Share Equivalents, 100% of the
Preferred Holders and (iii) may not be discharged except by such written
instrument or by performance. Any such amendment so approved shall be binding on
all Holders. No waiver of any term or provision shall be effective unless in
writing signed by the party to be charged. The Stockholders Agreement, as in
existence prior to the execution hereof, among the Initial Holders, is and shall
be after the date hereof null and void and of no further force and effect.
4.5 Binding Effect. This Agreement shall be binding on and inure
to the benefit of the parties hereto and, subject to the terms and provisions
hereof, their respective legal representatives, successors and assigns.
4.6 Invalidity of Provision. The invalidity or unenforceability
of any provision of this Agreement in any jurisdiction shall not affect the
validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of this Agreement, including that
provision, in any other jurisdiction.
4.7 Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, all of which shall be deemed but one and the same
instrument and each of which shall be deemed an original, and it shall not be
necessary in making proof of this Agreement to produce or account for more than
one such counterpart.
4.8 Notices. All notices and other communications provided for or
given or made hereunder shall be in writing (including delivery by facsimile
transmission) and, unless otherwise provided herein, shall be deemed to have
been given when received by the party to whom such notice is to be given at its
address set forth in the Stock Purchase Agreement, or such other address for the
party as shall be specified by notice given pursuant hereto.
4.9 Headings. The descriptive headings of the several paragraphs
of this Agreement are inserted for convenience only and do not constitute part
of this Agreement.
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4.10 Termination. Notwithstanding any other provision of this
Agreement, the rights of the Preferred Holders to nominate and elect directors
and the obligations of the other parties related thereto shall terminate on the
date that the Purchased Shares are converted into Common Stock or purchased by
the Company pursuant to Section (vi)(r) of the Company's Certificate of
Designation filed September 22, 1997.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective officers thereunto duly authorized as of the
day and year first above written.
CANDLEWOOD HOTEL COMPANY, INC.
By: /s/ JACK P. DEBOER
---------------------------------------
Name: Jack P. DeBoer
Title: Chief Executive Officer
DOUBLETREE CORPORATION
By: /s/ DAVID L. STIVERS
---------------------------------------
Name: David L. Stivers
Title: Senior Vice President, General
Counsel and Secretary
WARREN D. FIX FAMILY PARTNERSHIP, L.P.
By: /s/ WARREN D. FIX
---------------------------------------
Name: Warren D. Fix
Title: General Partner
/s/ WARREN D. FIX
------------------------------------------
Warren D. Fix
JACK P. DeBOER, for himself and on
behalf of the ALEXANDER DeBOER
TRUST DATED MARCH 14, 1995 and the
CHRISTOPHER SCOTT DeBOER TRUST
DATED MARCH 14, 1995
/s/ JACK P. DEBOER
-----------------------------------------
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Name: Jack P. DeBoer
OLYMPUS GROWTH FUND II, L.P.
By: OGP II, L.P., its General Partner
By: Conroy, L.L.C., its General Partner
By: /s/ JAMES A. CONROY
----------------------------------
Name: James A. Conroy
Title: General Partner
OLYMPUS EXECUTIVE FUND, L.P.
By: OEF, L.P., its General Partner
By: Conroy, L.L.C., its General Partner
By: /s/ JAMES A. CONROY
---------------------------------
Name: James A. Conroy
Title: General Partner
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, AS
TRUSTEE OF THE COMMINGLED
PENSION TRUST FUND (MULTI-
MARKET SPECIAL INVESTMENT
FUND II) OF MORGAN GUARANTY
TRUST COMPANY OF NEW YORK
By: /s/ RONALD G. HODGE, II
--------------------------------------
Name: Ronald G. Hodge, II
Title: Vice President
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, AS
TRUSTEE OF THE MULTI-MARKET
SPECIAL INVESTMENT TRUST FUND
OF MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ RONALD G. HODGE, II
--------------------------------------
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Name: Ronald G. Hodge, II
Title: Vice President
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, AS
INVESTMENT MANAGER AND AGENT
FOR THE ALFRED P. SLOAN
FOUNDATION (MULTI-MARKET
ACCOUNT)
By: /s/ RONALD G. HODGE, II
--------------------------------------
Name: Ronald G. Hodge, II
Title: Vice President
CHASE VENTURE CAPITAL ASSOCIATES, L.P.
By: Chase Capital Partners, its General Partner
By: /s/ JAMES D. KALLMAN
--------------------------------------
Name: James D. Kallman
Title:
PRIVATE EQUITY
INVESTORS III, L.P.
By: Rohit M. Desai Associates III, LLC
General Partner
By: /s/ ROHIT M. DESAI
--------------------------------------
Name: Rohit M. Desai
Title: Managing Member
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EQUITY-LINKED INVESTORS-II
By: Rohit M. Desai Associates-II
General Partner
By: /s/ ROHIT M. DESAI
--------------------------------------
Name: Rohit M. Desai
Title: Managing General Partner
LNR CANDLEWOOD HOLDINGS, INC.
By: /s/ MARGARET A. JORDAN
--------------------------------------
Name: Margaret A. Jordan
Title: Treasurer
DELAWARE STATE EMPLOYEES' RETIREMENT FUNDS
By: Pecks Management Partners Ltd.
its Investment Advisor
By: /s/ ROBERT J. CRESCI
--------------------------------------
Name: Robert J. Cresci
Title: Managing Director
DECLARATION OF TRUST FOR THE
DEFINED BENEFIT PLAN OF ZENECA
HOLDINGS INC.
By: Pecks Management Partners Ltd.
its Investment Advisor
By: /s/ ROBERT J. CRESCI
--------------------------------------
Name: Robert J. Cresci
Title: Managing Director
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DECLARATION OF TRUST FOR THE
DEFINED BENEFIT PLAN OF ICI
AMERICAN HOLDINGS INC.
By: Pecks Management Partners Ltd.
its Investment Advisor
By: /s/ ROBERT J. CRESCI
----------------------------------
Name: Robert J. Cresci
Title: Managing Director
J.W. McCONNELL FAMILY TRUST
By: Pecks Management Partners Ltd.
its Investment Advisor
By: /s/ ROBERT J. CRESCI
----------------------------------
Name: Robert J. Cresci
Title: Managing Director
ADVANCE CAPITAL PARTNERS, L.P.
By: Advance Capital Associates, L.P.
By: Advance Capital Management, LLC
By: /s/ ROBERT A. BERNSTEIN
------------------------------
Name: Robert A. Bernstein
Title: Principal
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ADVANCE CAPITAL OFFSHORE PARTNERS, L.P.
By: Advance Capital Offshore Associates, LDC
By: Advance Capital Associates, L.P.
By: Advance Capital Management, LLC
By: /s/ ROBERT A. BERNSTEIN
--------------------------------
Name: Robert A. Bernstein
Title: Principal
ALLIED CAPITAL CORPORATION
By: /s/ G. CABEL WILLIAMS
--------------------------------------
Name: G. Cabel Williams
Title: Managing Director
ALLIED CAPITAL CORPORATION II
By: /s/ G. CABEL WILLIAMS
--------------------------------------
Name: G. Cabel Williams
Title: Managing Director
THE FFJ 1997 NOMINEE TRUST
By: /s/ SAMUEL T. BYRNE
--------------------------------------
Name: Samuel T. Byrne
Title: Trustee
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THE MUTUAL LIFE INSURANCE
COMPANY OF NEW YORK
By: /s/ SUZANNE E. WALTON
------------------------------------
Name: Suzanne E. Walton
Title: Managing Director
HARBOR INVESTMENTS LTD.
By: Strong Capital Management, Inc.,
its Investment Advisor
By: /s/ STEPHEN J. SHENKENBERG
------------------------------------
Name: Stephen J. Shenkenberg
Title: Vice President
STRONG SPECIAL INVESTMENT LIMITED
PARTNERSHIP
By: Strong Capital Management, Inc.
its General Partner
By: /s/ STEPHEN J. SHENKENBERG
------------------------------------
Name: Stephen J. Shenkenberg
Title: Vice President
STRONG QUEST LIMITED
PARTNERSHIP
By: Strong Capital Management, Inc.
its General Partner
By: /s/ STEPHEN J. SHENKENBERG
------------------------------------
Name: Stephen J. Shenkenberg
Title: Vice President
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/s/ WILLIAM J. ABRAMS
------------------------------------
William J. Abrams
/s/ JOSEPH P. ADAMS, JR.
------------------------------------
Joseph P. Adams, Jr.
/s/ ERIC ANDERSON
------------------------------------
Eric Anderson
/s/ ROBERT P. BRENNAN, JR.
------------------------------------
Robert P. Brennan, Jr.
/s/ ROBERT BRODY
------------------------------------
Robert Brody
/s/ VANESSA BURGESS
------------------------------------
Vanessa Burgess
/s/ CRAIG CALLEN
------------------------------------
Craig Callen
/s/ MICHAEL DANA
------------------------------------
Michael Dana
/s/ PETER DEEKS
------------------------------------
Peter Deeks
/s/ ROBERT E. DIEMAR, JR.
------------------------------------
Robert E. Diemar, Jr.
/s/ DAVID HURWITZ
------------------------------------
David Hurwitz
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/s/ STEVE KANTOR
------------------------------------
Steve Kantor
/s/ LOUIS KLEVAN
------------------------------------
Louis Klevan
/s/ LARRY LAVINE
------------------------------------
Larry Lavine
/s/ DANIEL J. MACKELL
------------------------------------
Daniel J. Mackell
/s/ PATRICK MCMULLAN
------------------------------------
Patrick McMullan
/s/ ANDREW J. MCSPADDEN
------------------------------------
Andrew J. McSpadden
/s/ DAVID R. SMITH
------------------------------------
David R. Smith
/s/ PHIL TAGER
------------------------------------
Phil Tager
/s/ DOUGLAS M. WEILL
------------------------------------
Douglas M. Weill