EXHIBIT (d)(2)
PRINCIPAL SHAREHOLDERS' AGREEMENT (this "Agreement"), dated as of
June 3, 2003, by and among Amazing Savings Holding LLC, a Delaware limited
liability company ("Purchaser"), and the other persons who are signatories
hereto (each a "Shareholder" and, collectively, the "Shareholders").
RECITALS:
WHEREAS, concurrently with the execution and delivery of this
Agreement, Odd Job Stores, Inc., an Ohio corporation (the "Company"), and
Purchaser are entering into a Tender Agreement of even date herewith (the
"Tender Agreement");
WHEREAS, as of the date hereof, each Shareholder is the record and
beneficial owner of the number of shares of common stock, without par value, of
the Company (the "Company Common Stock") set forth opposite such Shareholder's
name on Schedule I hereto (with respect to each Shareholder, such Shares,
together with any other shares of Company Common Stock acquired by such
Shareholder after the date hereof, being referred to collectively as such
"Shareholder Shares"); and
WHEREAS, the Shareholders have executed a written consent (the
"Shareholder Consent") to amend the Company's Amended and Restated Code of
Regulations to render inapplicable Section 1701.831 of the Ohio Revised Code to
the Company (the "Opt Out");
WHEREAS, the Opt Out shall become effective 20 calendar days after
the Company has sent to its shareholders an information statement on Schedule
14C relating thereto (the "Information Statement");
WHEREAS, as a condition to its willingness to enter into the Tender
Agreement, Purchaser has required that each Shareholder enter into this
Agreement and, in order to induce Purchaser to enter into the Tender Agreement,
each Shareholder is willing to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, the parties hereto, intending to be
legally bound hereby, agree as follows:
1. Certain Definitions. Capitalized terms used but not otherwise
defined in this Agreement have the meanings ascribed to them in the Tender
Agreement.
2. Agreements of Shareholders.
(a) Tender. Unless this Agreement shall have been terminated in
accordance with its terms, each Shareholder agrees that it shall (i) as promptly
as practicable and in any event within ten business days after the commencement
of the Offer, validly tender all of such Shareholder's Shares into the Offer,
pursuant to and in accordance with the terms of the Offer, and (ii) not withdraw
any of such Shareholder's Shares from the Offer.
(b) Voting; Written Consent. From and after the date hereof until any
termination of this Agreement in accordance with its terms, at any meeting of
the shareholders of the Company however called (or any action by written consent
in lieu of a meeting) or any adjournment thereof, each Shareholder agrees that
it shall vote all of such Shareholder's Shares (or cause them to be voted), or
execute written consents in respect thereof, (i) in favor of the Purchaser's
acquisition of the majority or more of the voting power of the Company, (ii)
against any action or agreement that would result in a breach of any
representation, warranty, covenant, agreement or other obligation of the Company
contained in the Tender Agreement, (iii) against any Takeover Proposal and (iv)
against any agreement, 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 Offer or
that would revoke or otherwise be inconsistent with the Shareholder Consent or
the Opt Out. Any such vote shall be cast (or consent shall be given) by each
Shareholder 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 (or consent).
(c) Restriction on Transfer; Proxies; Non-Interference; etc. From and
after the date hereof until any termination of this Agreement in accordance with
its terms, each Shareholder agrees that it shall not (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 with respect to the sale, transfer, gift, pledge, encumbrance,
assignment or other disposition of, any Shareholder Shares, (ii) deposit any of
such Shareholder's 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
Shareholder Shares or (iii) take any action that would make any representation
or warranty of the Shareholders set forth in this Agreement untrue or incorrect
in any material respect or have the effect of preventing, disabling or
materially delaying the Shareholders from performing any of their obligations
under this Agreement.
(d) No Solicitation. Each Shareholder agrees that it shall
immediately cease, and shall cause its affiliates and its and its affiliates'
respective directors, officers, employees, investment bankers, attorneys,
accountants and other representatives (hereinafter referred to collectively as
such "Shareholder's Representatives") to cease, any discussions or negotiations
with any Person that may be ongoing with respect to a Takeover Proposal and use
its reasonable best efforts to obtain the return from all such Persons or cause
the destruction of all copies of confidential information provided to such
parties by such Shareholder or its representatives that are still in the
possession of such Persons. From and after the date hereof until any termination
of this Agreement in accordance with its terms, each Shareholder agrees that it
shall not, and shall cause such Shareholder Representative not to, directly or
indirectly (i) solicit, initiate or knowingly encourage the initiation of
(including by way of furnishing information that has not been previously
publicly disseminated) any inquiries or proposals that constitute, or may
reasonably be expected to lead to, any Takeover Proposal or (ii) participate in
any discussions with any third party regarding, or furnish to any third party
any non-public information with respect to, or assist or facilitate, any
Takeover Proposal. In addition, from and after the date hereof until any
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termination of this Agreement in accordance with its terms, each Shareholder
agrees that it shall promptly advise Purchaser, orally and in writing, and in no
event later than 48 hours after receipt, if any proposal, offer, inquiry or
other contact is received by, any information is requested from, or any
discussions or negotiations are sought to be initiated or continued with, such
Shareholder or such Shareholder's Representatives in respect of any Takeover
Proposal, and shall, in any such notice to Purchaser, indicate the identity of
the Person making such proposal, offer, inquiry or other contact and the terms
and conditions of any proposals or offers or the nature of any inquiries or
contacts (and shall include with such notice copies of any written materials
received from or on behalf of such Person relating to such proposal, offer,
inquiry or request), and thereafter shall keep Purchaser informed, on a
reasonably current basis and in reasonable detail, of all material developments
affecting the status and terms of any such proposals, offers, inquiries or
requests (and the Shareholders shall provide Purchaser with copies of any
additional written materials received that relate to such proposals, offers,
inquiries or requests) and of the status of any such discussions or
negotiations. As used in this paragraph, "affiliates" of the Shareholders shall
not include the Company and nothing contained in this Section 2(d) shall
restrict any Shareholder's Representative who is a director of the Company from
taking any action in such capacity that is permitted by the terms of the Tender
Agreement.
(e) Conduct of Shareholders. Until any termination of this Agreement
in accordance with its terms, each Shareholder agrees, to the extent not a
natural person, that it (i) shall maintain its status as duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization and (ii) shall not dissolve, merge or combine with any Person, or
adopt any plan of complete or partial liquidation, in each case, without the
prior written consent of Purchaser, which consent shall not be unreasonably
withheld or delayed, it being agreed that Purchaser may withhold its consent if
in its judgment the proposed action would jeopardize the benefits intended to be
provided to Purchaser under this Agreement.
(f) Publication. Each Shareholder consents to Purchaser publishing
and disclosing in the Offer Documents such Shareholder's identity and ownership
of Company Common Stock and the nature of such Shareholder's commitments,
arrangements and understandings contained in this Agreement.
3. Representation and Warranties of Purchaser. Purchaser hereby
represents and warrants to the Shareholders as follows:
(a) Corporate Organization. Purchaser is a limited liability company
duly organized, validly existing and in good standing under the Limited
Liability Company Act of Delaware.
(b) Authority. Purchaser has all necessary limited liability company
power and authority to execute and deliver this Agreement and to consummate the
Transactions. The execution, delivery and performance by Purchaser of this
Agreement, and the consummation of the Transactions, have been duly authorized
and approved by both of its Voting Members and no other limited liability
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company action on the part of Purchaser is necessary to authorize the execution
and delivery by Purchaser of this Agreement and the consummation by it of the
Transactions. This Agreement has been duly executed and delivered by Purchaser
and, assuming due and valid authorization, execution and delivery hereof by each
Shareholder, constitutes a valid and binding obligation of Purchaser,
enforceable against it in accordance with its terms.
(c) Consents and Approvals; No Violations.
(i) Except for the filing with the SEC of the Offer Documents
and an Information Statement in definitive form relating to the Opt Out, the
filing with the ODS of the Form 041 and other filings required under, and
compliance with other applicable requirements of, the Exchange Act and the rules
of The Nasdaq Stock Market, no consents or approvals of, or filings,
declarations or registrations with, any Governmental Entity are necessary for
the consummation by Purchaser of the Transactions, other than such other
consents, approvals, filings, declarations or registrations that, if not
obtained, made or given, would not, individually or in the aggregate, reasonably
be expected to prevent or materially delay the performance by Purchaser of any
of its respective obligations under this Agreement.
(ii) Neither the execution and delivery of this Agreement by
Purchaser, nor the consummation by Purchaser of the Transactions, nor compliance
by Purchaser with any of the terms or provisions hereof, will (A) conflict with
or violate any provision of the certificate of formation or operating agreement
of Purchaser or (B) assuming that the authorizations, consents, approvals and
filings referred to in Section 3(c)(i) are obtained and made, violate any Law,
judgment, writ or injunction of any Governmental Entity applicable to Purchaser.
4. Representations and Warranties of Shareholders. Each Shareholder
hereby severally represents and warrants to Purchaser as follows:
(a) Organization; Authority.
(i) If such Shareholder is a limited partnership or corporation,
such Shareholder is a corporation or limited partnership, as applicable, duly
organized, validly existing and in good standing under the laws of its
jurisdiction of formation or incorporation, as applicable. Such Shareholder has
all necessary partnership or corporate power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
The execution, delivery and performance by such Shareholder of this Agreement,
and the consummation of the transactions contemplated hereby, have been duly
authorized and approved by all necessary partnership or corporate action on the
part of such Shareholder and no further action on the part of such Shareholder
is necessary to authorize the execution and delivery by such Shareholder of this
Agreement and the consummation by such Shareholder of the transactions
contemplated hereby.
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(ii) This Agreement has been duly executed and delivered by such
Shareholder and, assuming due and valid authorization, execution and delivery
hereof by Purchaser, constitutes a valid and binding obligation of such
Shareholder, enforceable against such Shareholder in accordance with its terms.
(b) Consents and Approvals; No Violations.
(i) No consents or approvals of, or filings, declarations or
registrations with, any Governmental Entity are necessary for the consummation
by such Shareholder of the transactions contemplated by this Agreement, other
than such other consents, approvals, filings, declarations or registrations
that, if not obtained, made or given, would not, individually or in the
aggregate, reasonably be expected to prevent or materially delay the performance
by such Shareholder of any of its obligations under this Agreement.
(ii) Neither the execution and delivery of this Agreement by
such Shareholder, nor the consummation by such Shareholder of the transactions
contemplated hereby, nor compliance by such Shareholder with any of the terms or
provisions hereof, will (A) in the case of a Shareholder that is a limited
partnership or corporation, conflict with or violate any provision of the
limited partnership agreement, certificate of incorporation, by-laws or other
organizational documents, as applicable, of such Shareholder or (B) assuming
that the authorizations, consents, approvals and filings referred to in Section
3(c)(i) are obtained and made, (x) violate any Law, judgment, writ or injunction
of any Governmental Entity applicable to such Shareholder or any of its
properties or assets, or (y) violate, conflict with, result in the loss of any
material benefit under, constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, result in the
termination of or a right of termination or cancellation under, accelerate the
performance required by, or result in the creation of any Lien upon any of the
properties or assets of, such Shareholder under, any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, deed of trust, license,
permit, lease, agreement or other instrument or obligation to which such
Shareholder is a party, or by which it or any of its properties or assets may be
bound or affected, except, in the case of this clause (B), for such violations,
conflicts, losses, defaults, terminations, cancellations, accelerations or Liens
as would not, individually or in the aggregate, reasonably be expected to
prevent or materially delay the performance by such Shareholder of any of its
obligations under this Agreement.
(c) Ownership of Shares. Such Shareholder owns, beneficially and of
record, all of the Shareholder's Shares set forth opposite such Shareholder's
name on Schedule I hereto. Such Shareholder owns all of its Shareholder's Shares
free and clear of any proxy, voting restriction, adverse claim or other Lien
(other than restrictions in favor of Purchaser pursuant to this Agreement and
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
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of the United States). Without limiting the foregoing, except for restrictions
in favor of Purchaser pursuant to this Agreement and 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 has sole voting power and sole power of disposition with respect to
all such Shareholder Shares, with no restrictions on such Shareholder's rights
of voting or disposition pertaining thereto and no Person other than such
Shareholder has any right to direct or approve the voting or disposition of any
such Shareholder's Shares. As of the date hereof, such Shareholder does not own,
beneficially or of record, any securities of the Company other than the
Shareholder's Shares as set forth opposite such Shareholder's name on Schedule I
hereto.
(d) Brokers. Other than Morgan Joseph, 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, Purchaser or any of their respective subsidiaries in connection with
the Transactions based upon arrangements made by or on behalf of any
Shareholder.
5. Termination. This Agreement shall terminate on the first to occur
of (a) the termination of the Tender Agreement in accordance with its terms and
(b) the day after Company Common Stock is accepted for purchase pursuant to the
Offer. Notwithstanding the foregoing, (i) nothing herein shall relieve any party
from liability for breach of this Agreement prior to such termination and (ii)
the provisions of this Section 5 and Section 6 shall survive any termination of
this Agreement.
(a) If (a) the Tender Agreement is terminated by (i) the Company
pursuant to Section 5.1(c)(ii) of the Tender Agreement or (ii) Purchaser
pursuant to Section 5.1(d) of the Tender Agreement as a result of the existence
of the conditions set forth in paragraphs (c), (e) or (g) of Annex A of the
Tender Agreement and (b) concurrently with or at any time within 18 months after
the date of any such termination, such Shareholder consummates (including,
without limitation, pursuant to a Takeover Proposal) the sale, transfer or other
disposition for value ("Sale") of any or all of the Shareholder's Shares to or
with any Person for consideration per share in excess of the Offer Price, then
such Shareholder shall, within three business days after the consummation of
such Sale, pay 40% of the excess, if any, of the per Share consideration
received by such Shareholder in such Sale in excess of the Offer Price. Any such
payment shall be made to Purchaser in the same form and in the same proportion
as was received by such Shareholder, with any non-cash consideration being
valued at fair market value as of the date received by such Shareholder.
6. Miscellaneous.
(a) Action in Shareholder Capacity Only. The parties acknowledge that
this Agreement is entered into by each Shareholder in its capacity as owner of
its Shareholder's Shares and that nothing in this Agreement shall in any way
restrict or limit any director of the Company from taking any action in his
capacity as a director of the Company that is necessary for him to comply with
his fiduciary duties as a director of the Company, including, without
limitation, participating in his capacity as a director of the Company in any
discussions or negotiations permitted by Section 4.2 of the Tender Agreement.
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(b) Expenses. All costs and expenses incurred in connection with the
transactions contemplated by this Agreement shall be paid by the party incurring
such costs and expenses.
(c) Additional Shares. Until any termination of this Agreement in
accordance with its terms, each Shareholder shall promptly notify Purchaser of
the number of Shares, if any, as to which such Shareholder acquires record or
beneficial ownership after the date hereof. Any Shares as to which such
Shareholder acquires record or beneficial ownership after the date hereof and
prior to termination of this Agreement shall be such Shareholder's 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 Company Common Stock, the number of Shares constituting
each Shareholder's Shares shall be adjusted appropriately and this Agreement and
the obligations hereunder shall attach to any additional shares of Company
Common Stock or other voting securities of the Company issued to each
Shareholder in connection therewith.
(d) Definition of "Beneficial Ownership". For purposes of this
Agreement, "beneficial ownership" with respect to (or to "own beneficially") any
securities shall mean having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the Exchange Act), including pursuant to
any agreement, arrangement or understanding, whether or not in writing.
(e) Further Assurances. From time to time, at the request of
Purchaser and without further consideration, each Shareholder shall execute and
deliver such additional documents and take all such further action as may be
reasonably required to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Agreement.
(f) Entire Agreement; No Third Party Beneficiaries. This Agreement
constitutes the entire agreement, and supersedes all prior agreements and
understandings, both written and oral, among the parties, or any of them, with
respect to the subject matter hereof. This Agreement is not intended to and
shall not confer upon any Person other than the parties hereto any rights
hereunder.
(g) Assignment; Binding Effect. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any of the
parties hereto (whether by operation of law or otherwise) without the prior
written consent of the other parties, except that Purchaser may assign its
rights and interests hereunder to any wholly-owned subsidiary of Purchaser, if
any, if such assignment would not cause a delay in the consummation of any of
the Transactions, provided that no such assignment shall relieve Purchaser of
its obligations hereunder. Subject to the preceding sentence, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and permitted assigns. Any purported assignment not
permitted under this Section shall be null and void.
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(h) Amendments; Waiver. This Agreement may not be amended or
supplemented, except by a written agreement executed by the parties hereto. Any
party to this Agreement may (A) waive any inaccuracies in the representations
and warranties of any other party hereto or extend the time for the performance
of any of the obligations or acts of any other party hereto or (B) waive
compliance by the other party with any of the agreements contained herein.
Notwithstanding the foregoing, no failure or delay by Purchaser in exercising
any right hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right hereunder. Any agreement on the part of a party
hereto to any such extension or waiver shall be valid only if set forth in an
instrument in writing signed on behalf of such party.
(i) 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.
(j) Counterparts. This Agreement may be executed in two or more
separate counterparts, each of which shall be deemed to be an original but all
of which taken together shall constitute one and the same agreement. This
Agreement shall become effective when each party hereto shall have received
counterparts hereof signed by the other parties hereto.
(k) Descriptive Headings. Headings of Sections and subsections of
this Agreement are for convenience of the parties only, and shall be given no
substantive or interpretive effect whatsoever.
(l) Notices. All notices, requests and other communications to any
party hereunder shall be in writing (including facsimile transmission) and shall
be given,
if to Purchaser, to:
Amazing Savings Holding LLC
20 Industry Dr.
P.O. Box 25
Mountainville, NY 10953
Attention: Sam Friedland
Facsimile: (845) 534-4264
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with a copy (which shall not constitute notice) to:
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attention: David E. Zeltner
Facsimile: (212) 310-8007
if to Shareholders, to:
at the location and facsimile numbers set forth on Schedule I
with a copy (which shall not constitute notice) to:
Kahn Kleinman
1301 E. Ninth St.
2600 Erieview Tower
Cleveland, Ohio 44114
Attn: Marc H. Morgenstern, Esq.
Fax: 216-623-4912
and
Jones, Day
North Point
901 Lakeside Avenue
Cleveland, OH 44114
Attention: Charles W. Hardin, Jr.
Facsimile: (216) 579-0212
or such other address or facsimile number as such party may hereafter specify
for the purpose by notice to the other parties hereto. All such notices,
requests and other communications shall be deemed received on the date of
receipt by the recipient thereof if received prior to 5 P.M. in the place of
receipt and such day is a business day in the place of receipt. Otherwise, any
such notice, request or communication shall be deemed not to have been received
until the next succeeding business day in the place of receipt.
(m) 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.
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(n) GOVERNING LAW; ENFORCEMENT; JURISDICTION; WAIVER OF JURY TRIAL.
(i) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO, WITHOUT REGARD TO THE PRINCIPLES
OF CONFLICTS OF LAWS THEREOF.
(ii) THE PARTIES 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. IT IS
ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR
INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY
THE TERMS AND PROVISIONS OF THIS AGREEMENT IN ANY COURT OF THE UNITED STATES
LOCATED IN THE STATE OF OHIO OR NEW YORK OR IN OHIO OR NEW YORK STATE COURT,
WITHOUT BOND OR OTHER SECURITY BEING REQUIRED, THIS BEING IN ADDITION TO ANY
OTHER REMEDY TO WHICH THEY ARE ENTITLED AT LAW OR IN EQUITY.
(iii) EACH OF THE PARTIES HERETO (A) CONSENTS TO SUBMIT ITSELF
TO THE PERSONAL JURISDICTION OF ANY FEDERAL COURT LOCATED IN THE STATE OF OHIO
OR NEW YORK OR ANY OHIO OR NEW YORK STATE COURT IN THE EVENT ANY DISPUTE ARISES
OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, (B) AGREES
THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION
OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT AND (C) AGREES THAT IT WILL NOT
BRING ANY ACTION RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY IN ANY COURT OTHER THAN A FEDERAL OR STATE COURT SITTING IN
THE STATE OF OHIO OR NEW YORK.
(iv) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY
AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.
AMAZING SAVINGS HOLDING LLC
By: /s/ Sam Friedland
--------------------------------
Name: Sam Friedland
Title: President
ZS MAZEL L.P.
By: /s/ Robert Horne
--------------------------------
Name: Robert Horne
Title:
ZS MAZEL II, L.P.
By: /s/ Robert Horne
--------------------------------
Name: Robert Horne
Title:
ZS MAZEL INC.
By: /s/ Robert Horne
--------------------------------
Name: Robert Horne
Title:
MAZEL/D&K, INC.
By: /s/ Jacob Koval
--------------------------------
Name: Jacob Koval
Title:
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SCHEDULE I TO PRINCIPAL SHAREHOLDERS' AGREEMENT
Name and Address of Shareholder Number of Shares Owned
- ------------------------------- ----------------------
1. ZS Mazel L.P. 1,978,530
2. ZS Mazel II, L.P. 450,698
3. ZS Mazel Inc. 302,555
4. Mazel/D&K, Inc. 2,058,105
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