EXHIBIT 10.14
BUY AND SELL AGREEMENT
CONCERNING STOCK OF
FAMILY BOOKSTORES COMPANY, INC.
THIS BUY AND SELL AGREEMENT ("Agreement") is made as of November
___, 1994, between FAMILY BOOKSTORES COMPANY, INC., a Michigan corporation
(the "Company"), the undersigned shareholders of the common stock of the
Company (referred to individually as a "Shareholder" and collectively as
the "Shareholders"), Electra Investment Trust PLC, a corporation organized
under the laws of England ("EIT"), and Electra Associates, Inc., a Delaware
corporation ("Associates," and in connection with EIT, "Electra").
1. PURPOSE. The Shareholders own the number of shares of
outstanding common stock of the Company as set forth in Exhibit A to this
Agreement (the shares and any other shares of common stock of the Company
acquired after the date of this Agreement by any Shareholder and any such
shares acquired by Electra pursuant to this Agreement are referenced herein
as the "Purchased Shares"). Electra owns certain warrants, and rights to
acquire additional warrants (collectively, the "Warrants"), to acquire
shares of common stock of the Company (the "Warrant Shares") as set forth
in Exhibit A (the Purchased Shares and Warrant Shares are referenced herein
as the "Shares"). The Shareholders, Electra and the Company believe that
it is in their best interests for the Company to remain closely held under
certain circumstances. Accordingly, they wish to make a provision for the
orderly transfer of ownership of the Shares upon the occurrence of certain
events, and to establish a fair and equitable value for the Shares.
2. RESTRICTIONS ON TRANSFER.
(a) GENERAL SHAREHOLDER RESTRICTIONS. No Shareholder shall
sell, transfer or grant any security interest in any Shares
except in accordance with this Agreement. Any transfer in
violation of this Agreement shall be void.
(b) SHAREHOLDER PERMISSIBLE TRANSFERS.
A Shareholder may transfer all or any of his or her
Purchased Shares:
(i) As permitted by this Agreement; PROVIDED,
HOWEVER, that no Voluntary Transfer (as defined in
SECTION 3(e) of this Agreement) may occur prior to the
completion of the Company's initial public offering of
common stock (an "IPO") which is registered with the U.
S. Securities and Exchange Commission (the period up to
the date of the completion of the IPO referenced herein
as the "Restricted Period"), unless the transferring
Shareholder receives the prior written consent of
persons who own at least 75% of the Purchased Shares
that are subject to this Agreement and the written
consent of EIT (the "Required Consent").
(ii) Upon the written consent of the Company;
PROVIDED, HOWEVER, that no Voluntary Transfer may occur
during the Restricted Period unless the transferring
Shareholder receives the Required Consent.
(iii) To his or her spouse, children, or other
descendants, or to a trust for his, her or their
benefit (an "Estate Transfer"); PROVIDED, HOWEVER, that
no Shareholder may make an Estate Transfer during the
Restricted Period unless: (A) the transferring
Shareholder receives the Required Consent or (B) the
transferee is a trust that is revocable by the
Shareholder and the Shareholder retains sole voting
authority over the trust. In addition, as a condition
to such transfer, the transferee must agree in writing
to be bound by all terms of this Agreement. The
transferee's Purchased Shares shall be deemed to be
owned by the donor Shareholder for all purposes of this
Agreement, except that the purchase price payable upon
the exercise of any option under this Agreement shall
be paid to the transferee and not the donor
Shareholder. The Shareholders and Electra hereby agree
that Mr. Monroe Pofcher may transfer within 30 days of
the date of this Agreement the Purchased Shares
indicated in Exhibit A as held by him to Mr. Pofcher
and Greta Pofcher, his wife, as joint tenants with
rights of survivorship.
(iv) Notwithstanding the foregoing, Purchased
Shares may not be transferred: (A) unless the Purchased
Shares are registered under federal and applicable
state securities laws or exemptions from the
registration requirements are available; (B) unless the
transferee agrees in writing to be bound by all terms
of this Agreement; and (C) if the transfer would cause
an event of default under the terms of (x) the
Company's agreements with any senior or subordinated
lender (a "Lender Agreement") or (y) any pledge
agreement (a "Pledge Agreement") between the
Shareholder and the Bank of Scotland, so long as such
agreements are not terminated.
-2-
(c) ENDORSEMENT ON SHAREHOLDER CERTIFICATES. Each
certificate for Purchased Shares or Warrant Shares shall bear a
legend substantially as follows:
THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED
PURSUANT TO EXEMPTIONS FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
SECURITIES LAWS. THE SHARES MAY NOT BE TRANSFERRED WITHOUT
REGISTRATION OR AN EXEMPTION THEREFROM UNDER FEDERAL AND
APPLICABLE STATE SECURITIES LAWS.
IN ADDITION TO THE FOREGOING RESTRICTIONS ON TRANSFER, THE
SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF
EXCEPT IN ACCORDANCE WITH THE TERMS OF A CERTAIN BUY AND
SELL AGREEMENT DATED AS OF _____________________, 1994, A
COPY OF WHICH IS ON FILE WITH THE COMPANY. ANY ATTEMPTED
SALE, TRANSFER, ASSIGNMENT, PLEDGE OR OTHER DISPOSITION IN
VIOLATION OF THE TERMS OF THE BUY AND SELL AGREEMENT IS
VOID.
(d) ELECTRA RESTRICTIONS ON TRANSFER.
(i) Prior to any event described in Section 25(b)
of this Agreement, EIT, Associates or any other Electra
Transferor (described below) may at any time or from
time to time sell, dispose of or otherwise transfer to
any person all or a portion of the Warrant Shares or
any Purchased Shares acquired by an Electra Transferor
under this Agreement (for so long as the Shares are
held by such person, the Warrant Shares and such
Purchased Shares are referenced herein as the "Electra
Shares"), PROVIDED HOWEVER, that (x) the transferee is
a corporation, partnership, trust or other entity which
is at least majority-owned, directly or indirectly, by
either EIT or Associates, or both, and the total number
of the transfers does not exceed five (5) (each such
transferee, an "Electra Transferee" and each such
transfer an "Electra Transfer") or (y) the transferee
is a transferee listed in Section III of Exhibit A
(each such transferee a "Permitted Transferee," and
each such transfer a "Permitted Transfer") or (z) if
the transfer is an Electra Voluntary Transfer (defined
below), the Company and the Shareholders shall have
failed to exercise their respective options set forth
in Section 2(d)(iii), below. An Electra Voluntary
Transfer shall mean any attempt by EIT, Associates, or
any Electra Transferee or Permitted Transferee (an
"Electra Transferor") to sell, dispose of or otherwise
-3-
transfer (other than in an Electra Transfer or a
Permitted Transfer) all or any portion of the Electra
Shares held by such persons. From and after any event
described in Section 25(b) of this Agreement, any
Electra Transferor may at any time or from time to time
sell, dispose of or otherwise transfer all or a portion
of the Electra Shares held by each to any person, and
such transfers will not be subject to this Agreement.
(ii) No Electra Shares may be transferred unless
(A) the Electra Shares are registered under federal and
applicable state securities laws or exemptions from the
registration requirements are available and (B) the
transfer would not cause an event of default under the
terms of any pledge agreement between the Electra
Transferor and BOS, individually or as Agent for the
Banks (BOS, in such capacity, the "Agent"). Electra
shall not transfer any Shares in any transfer other
than an Electra Transfer without the prior written
consent of the Company, which consent may be withheld
only if in the Company's reasonable opinion the
transferee (x) competes directly or indirectly with the
Company or (y) may be expected to have a significant
adverse effect on the Company's Christian-based mission
or image. Any transfer by Electra in violation of this
Agreement shall be void.
(iii) The Company shall have an option as set
forth in Section 2(d)(iii)(A) (the "Electra Shares
Option") to purchase, and upon exercise of that option,
the Electra Transferor shall have an obligation to sell
to the Company, the Electra Shares upon the occurrence
of any Electra Voluntary Transfer relating to the
Electra Shares, provided that the transfer occurs prior
to the completion of an IPO. If the Company fails to
exercise its Electra Shares Option to purchase any or
all of the Electra Shares or is prohibited by law from
consummating the purchase, or if the exercise of the
Electra Shares Option would cause an event of default
to occur under any Lender Agreement, the remaining
Shareholders shall then have the option set forth in
SECTION 2 (d)(iii)(B) of this Agreement to purchase,
and upon exercise of that option, the Electra
Transferor shall have an obligation to sell, the
Electra Shares not purchased by the Company at the
price and in accordance with the terms of this SECTION
2(d).
(A) COMPANY'S ELECTRA SHARES OPTION. The
-4-
Company's Electra Shares Option under this SECTION 2(d)
shall be as follows:
(1) OPTION PERIOD. The Electra Shares
Option shall be exercisable for thirty (30) days
following the date the Electra Shares Option
arises. The Electra Shares Option shall arise
upon receipt by the Company of the notice of the
proposed Electra Voluntary Transfer.
(2) The Company shall exercise its Electra
Shares Option by written notice to the Electra
Transferor within the Electra Shares Option
period.
(3) The Electra Shares Option shall be for
all or a portion of the Electra Shares of the
Electra Transferor, PROVIDED HOWEVER, the Company
shall only have the Electra Shares Option to
purchase the number of Electra Shares that are
subject to the proposed Electra Voluntary
Transfer.
(4) If the Electra Shares Option is
exercised by the Company, the purchase price and
terms shall be the price and terms set forth in
the Electra Offer (defined below).
(B) SHAREHOLDERS OPTION.
(1) At the expiration of the Company's
Electra Shares Option or when the Company notifies
the Electra Transferor that it shall not exercise
its Electra Shares Option to purchase any or all
of the Electra Shares, each of the remaining
Shareholders (subject to the condition that the
remaining Shareholder continues as a shareholder
of the Company as of the date of the event
triggering the Company's Electra Shares Option and
is allowed to purchase Shares under SECTION 11
below) (the "Electra Purchasing Shareholders")
shall have an option (a "Shareholder Electra
Shares Option") to purchase the Electra Shares
that were the subject of the Company's Electra
Shares Option which the Company will not purchase,
and the Electra Transferor shall have the
obligation to sell to the exercising remaining
Shareholders the remaining Electra Shares. The
Company shall give each Shareholder prompt written
-5-
notice of the expiration of the Company's Electra
Shares Option or its decision not to exercise the
option to purchase all or any Electra Shares. The
Shareholders' Electra Shares Option shall arise as
of the date of the receipt of written notice that
the Company's Electra Shares Option has expired or
will not be exercised.
(2) Unless otherwise agreed among the
Electra Purchasing Shareholders, the respective
Shareholder Electra Shares Option shall be on a
pro rata basis in accordance with their relative
ownership of the Shares on the date of the
triggering event of the Company's Electra Shares
Option. If any Electra Purchasing Shareholder
does not exercise the Shareholder Electra Shares
Option, the other Electra Purchasing Shareholders
(i.e., other than those who did not exercise their
Shareholder Electra Shares Option) shall have a
second option to purchase the remaining Electra
Shares on a pro rata basis in accordance with
their relative ownership of the Shares.
(3) A Shareholder Electra Shares Option
shall be exercisable for 10 days following the
date it arises. A second Shareholder Electra
Shares Option that arises because another
Shareholder did not exercise his or her
Shareholder Electra Shares Option shall arise upon
the expiration of the first Shareholder Electra
Shares Option period, and a new 5-day exercise
period shall again be applicable with respect to
such second Option. To exercise this second
Shareholder Electra Shares Option, an Electra
Purchasing Shareholder must commit to purchase all
Electra Shares subject to the second Shareholder
Electra Shares Option on a pro rata basis with all
other Electra Purchasing Shareholders who also
exercise this second Shareholder Electra Shares
Option.
(4) An Electra Purchasing Shareholder shall
exercise a Shareholder Option by a written notice
to the Electra Transferor within the applicable
option period. A copy of the notice shall also be
sent to the Company and all other Shareholders.
Notwithstanding anything else in this Agreement to
the contrary, neither the Company nor any Electra
Purchasing Shareholder may purchase Electra Shares
-6-
under this SECTION 2(d)(iii) unless the Company
and other Electra Purchasing Shareholders
collectively are purchasing all of the Electra
Shares that are the subject of the Shareholder
Electra Shares Option.
(5) If a Shareholder's Electra Shares Option
is exercised under this SECTION 2(d)(iii), the
purchase price and terms shall be the price and
terms set forth in the Electra Offer (defined
below).
(iv) If an Electra Transferor proposes to make an
Electra Voluntary Transfer, the Electra Transferor
shall notify in writing the Company and the
Shareholders of its desire to effect the transfer. The
written notice shall be irrevocable and shall specify
(i) the number of Electra Shares to be transferred;
(ii) if known, the name, address and telephone number
of any transferee; (iii) the proposed price to be paid
for the Shares; and, (iv) all other terms of any
proposed transfer (the "Electra Offer"). The Electra
Transferor shall give the Company and the Shareholders
a copy of any agreement, offer or other document
relating to any Electra Offer. The Company's Electra
Shares Option relating to a voluntary transfer shall
arise upon receipt by the Company of written notice of
the proposed Electra Voluntary Transfer.
(v) If neither the Company nor the remaining
Shareholders exercise their respective Electra Shares
Options to purchase all of the Electra Shares which are
the subject of the Company or Shareholders' Electra
Shares Option, the Electra Transferor shall have a
period of 120 days after the expiration of the last
Electra Shares Option to transfer the Electra Shares at
a price equal to or greater than the price set forth in
the Electra Offer and on such terms as are not
inconsistent with the terms set forth in the Electra
Offer. If the transfer does not take place within the
120-day period, the Electra Shares shall remain subject
to all of the terms of this Agreement.
3. OPTIONAL REDEMPTION BY COMPANY. The Company shall have an option
("Company Option") to purchase a Shareholder's Shares (the "Option Shares")
upon the occurrence of the events listed in this SECTION 3. If the Company
fails to exercise the Company Option to purchase the Option Shares or is
prohibited by law from consummating the purchase, or if the exercise of the
-7-
Company Option would cause an event of default to occur under any Lender
Agreement, the remaining Shareholders and Electra shall then have the
Option set forth in SECTION 5(b) of this Agreement to purchase the Option
Shares at the price and in accordance with the terms of this Agreement.
(a) DEATH OF SHAREHOLDER. The Company shall have a Company
Option to purchase, and upon exercise of the Company Option, the
Shareholder's successor in interest shall have an option, but not
an obligation, to sell, the Option Shares upon his or her death.
This Company Option shall arise upon receipt by the Company of
notice of death.
(b) TERMINATION OF EMPLOYMENT. If the Shareholder is an
Employee/Shareholder, the Company shall have the Company Option
to purchase, and the Employee/Shareholder shall sell upon
exercise of the Company Option, his or her Shares when either the
Company or the Employee/Shareholder terminates the employment
with the Company; PROVIDED, HOWEVER, that if the employment
terminates because of the retirement of the Employee/Shareholder
(a "Retirement Termination"), the Employee/Shareholder shall have
an option, but not an obligation, to sell the Option Shares upon
his or her termination of employment. For purposes of this
Agreement, an "Employee/Shareholder" is a Shareholder who is
employed full-time by the Company and "retirement" is the
voluntary termination of employment by an Employee/Shareholder
after age 62. This Company Option shall arise upon notice to or
by the Company of termination. Nothing in this Agreement shall
constitute an employment agreement or be construed to alter any
employment agreement or any employment relationship between any
Shareholder and the Company from at-will employment, except as
may be otherwise set forth in a written agreement with a
Shareholder signed by an officer of the Company other than the
Shareholder.
(c) DISABILITY OF SHAREHOLDER. The Company shall have a
Company Option to purchase, and upon exercise of that Company
Option, the Shareholder shall have an option, but not an
obligation, to sell, his or her Shares if he or she becomes
disabled. For purposes of this Agreement, an Employee/Share-
holder shall be deemed to be "disabled" if, by reason of
accident, physical illness or mental illness, the Shareholder
has been unable to fulfill normal and customary business
responsibilities as an employee of the Company for a continuous
period of 6 months during any 12-month period. A non-Employee/
Shareholder shall be deemed to be disabled if by reason of
accident, physical illness or mental illness, the Shareholder
is unable to fulfill normal and customary responsibilities in the
Shareholder's then current employment for a continuous period of
6 months during any 12 month period. Disputes regarding the
-8-
existence or date of disability shall be determined by a licensed
physician selected by agreement of the Company and the applicable
Shareholder. Such physician's fees shall be paid by the Company.
If the Company and the applicable Shareholder cannot agree upon a
physician, the dispute shall be determined by a majority of a
panel of three licensed physicians, one selected by the Company,
one selected by the applicable Shareholder and the third selected
by the first two. The Company and the applicable Shareholder
shall each pay the fees of the physician they select, and the
fees of the third physician shall be shared equally. This
Company Option shall arise upon the later of the end of the
6-month period of disability or the determination of disability
for such 6-month period.
(d) INVOLUNTARY TRANSFER. The Company shall have a Company
Option to purchase, and the Shareholder or his or her successor
in interest shall sell upon exercise of the Company Option, a
Shareholder's Shares upon the involuntary transfer of the Shares.
An involuntary transfer occurs when any of the Shares or any
interest in the Shares is transferred by operation of law. An
involuntary transfer includes (i) a sale or other disposition by
a trustee or debtor in possession appointed or retained in a
bankruptcy case, (ii) a sale at any creditors' or judicial sale,
or (iii) a transfer arising out of a divorce or separation
proceeding. This Company Option shall arise upon receipt by the
Company of notice of the transfer.
(e) PROPOSED VOLUNTARY TRANSFER. The Company shall have a
Company Option to purchase, and the Shareholder shall sell upon
exercise of the Company Option, a Shareholder's Shares upon a
proposed voluntary transfer of the Shares. A proposed voluntary
transfer occurs when a Shareholder attempts to sell, dispose of
or otherwise transfer (other than any Estate Transfer) all or any
portion of his or her Shares (a "Voluntary Transfer"). A
Shareholder shall notify in writing the Company and the other
Shareholders of the Shareholder's desire to effect a Voluntary
Transfer. The written notice shall be irrevocable and shall
specify (i) the number of Shares to be transferred, (ii) if
known, the name, address and telephone number of any proposed
transferee; (iii) the proposed price to be paid for the Shares;
and, (iv) all other terms of any proposed transfer (the "Offer").
The Shareholder proposing the transfer shall give the Company and
all of the other Shareholders a copy of any agreement, offer or
other document relating to any Offer. This Company Option shall
arise upon receipt by the Company of written notice of the
proposed Voluntary Transfer. Notwithstanding anything in this
Agreement to the contrary, no Shareholder may make more than one
Voluntary Transfer of Shares (not including Estate Transfers)
within any 12 consecutive month period, or more than five
-9-
Voluntary Transfers of Shares (not including Estate Transfers)
during the term of this Agreement.
(f) IRA SHAREHOLDER. The parties acknowledge that certain
individual retirement accounts (each an "IRA Shareholder")
established for the benefit of certain individual Shareholders
(each a "Beneficiary Shareholder") hold Purchased Shares. For
purposes of this Agreement only: (i) any option arising under
Section 3 or Section 5 of this Agreement, or any obligation
arising under Section 6 of this Agreement, relating to any
Purchased Shares held by any Beneficiary Shareholder shall also
apply to any Purchased Shares held by the IRA Shareholder as to
which the Beneficiary Shareholder is a beneficiary, PROVIDED,
HOWEVER, that any purchase price paid for any Purchased Shares
held by the IRA Shareholder shall be paid to the IRA Shareholder
and (ii) the Purchased Shares held by an IRA Shareholder shall be
considered owned by the respective Beneficiary Shareholder to
determine the Beneficiary Shareholder's pro rata participation in
any rights under, or any obligations under Section 6 of, this
Agreement to purchase any Shares. An IRA Shareholder shall not
have any rights or obligation to purchase any Shares under this
Agreement.
(g) JOINT TENANCY. For purposes of this Agreement only,
any Purchased Shares held by any individual in joint tenancy
shall be deemed to be held by the joint tenant designated as the
"Principal Shareholder" in Exhibit A to this Agreement to
determine the occurrence of any of the events which give rise to
any option under Section 3 or Section 5 of this Agreement. Any
option so triggered with respect to an event relating to the
Principal Shareholder shall apply to all of the Shares held by
the joint tenants.
4. COMPANY'S OPTION. The Company Option to purchase Shares under
SECTION 3 shall be as follows:
(a) COMPANY OPTION PERIOD. The Company Option shall be
exercisable for 30 days following the date the Company Option
arises.
(b) EXERCISE OF COMPANY OPTION. The Company shall exercise
its Company Option by written notice to the transferring
Shareholder or the transferring Shareholder's successor in
interest within the Company Option period.
(c) NUMBER OF SHARES. The Company's Option shall be for
all or a portion of the transferring Shareholder's Shares;
PROVIDED, HOWEVER, that if the Company Option arises because of
an involuntary transfer or proposed Voluntary Transfer, the
-10-
Company shall only have the Company Option to purchase the number
of Shares that are subject to involuntary transfer or proposed
Voluntary Transfer.
(d) PURCHASE PRICE AND TERMS. If the Company Option is
exercised under this SECTION 4, the purchase price shall be the
price determined in accordance with SECTION 8 below. The other
terms of the purchase shall be as provided in this Agreement.
5. PURCHASING SHAREHOLDERS' OPTION. At the expiration of the
Company Option or when the Company notifies the transferring Shareholder
that it shall not exercise its Company Option to purchase any or all of the
transferring Shareholder Shares, each of the remaining Shareholders,
subject to the condition that the remaining Shareholder continues as a
shareholder of the Company as of the date of the event triggering the
Company's Option and is allowed to purchase Shares under SECTION 11 below
and Electra (the remaining Shareholders and Electra collectively referenced
in this SECTION 5 as the "Purchasing Shareholders"), shall have an option
(a "Shareholder Option") to purchase the Shares that were the subject of
the Company's Option and not purchased by the Company, and (x) the
transferring Shareholder, or his or her successor in interest, shall have
an option to sell the Shares, but not an obligation to sell, in the event
of a Shareholder's Option arising under SECTION 3(a), SECTION 3(b) for a
Retirement Termination or SECTION 3(c), and (y) the transferring
Shareholder, or his or her successor in interest, shall sell the Shares
upon exercise of the Shareholder Option in the event of a Shareholder's
Option arising under SECTION 3(b) for any employment termination other than
a Retirement Termination, SECTION 3(d) or SECTION 3(e). The remaining
Shareholders' and Electra's Option shall arise as of the date of the
receipt of written notice that the Company's Option has expired or will not
be exercised.
(a) SHARES AVAILABLE TO EACH PURCHASING SHAREHOLDER.
Unless otherwise agreed among the Purchasing Shareholders, the
respective Shareholder Options shall be on a pro rata basis in
accordance with their relative ownership of the Shares on the
date of the triggering event of the Company's Option. If any
Purchasing Shareholder does not exercise a Shareholder Option,
the other Purchasing Shareholders (i.e., other than those who did
not exercise their Shareholder Option) shall have a second
Shareholder Option to purchase the remaining Shares on a pro rata
basis in accordance with their relative ownership of the Shares.
For purposes of SECTION 5(a), to determine the relative ownership
of the Purchasing Shareholders, EIT, Associates and any Electra
Transferee will be deemed each to have acquired the Warrant
Shares evidenced by the Warrants then exercisable by EIT,
Associates or the Electra Transferee (the "Electra Group").
-11-
(b) SHAREHOLDER OPTION PERIOD. A Shareholder Option shall
be exercisable for 20 days following the date it arises. A second
Shareholder Option that arises because another Purchasing
Shareholder did not exercise his or her Shareholder Option shall
arise upon the expiration of the first Shareholder Option period,
and a new 20-day exercise period shall again be applicable with
respect to such second Shareholder Option. To exercise this
second Shareholder Option, a Purchasing Shareholder must commit
to purchase all Shares subject to the second Shareholder Option
on a pro rata basis with all other Purchasing Shareholders who
also exercise this second Shareholder Option.
(c) EXERCISE OF SHAREHOLDER OPTION. A Purchasing
Shareholder shall exercise a Shareholder Option by written notice
to the transferring Shareholder or the transferring Shareholder's
successor in interest within the Shareholder Option period. A
copy of the notice shall also be sent to the Company and all
other Shareholders. No Purchasing Shareholder may purchase
Shares under this SECTION 5 unless the Company (if purchasing any
Shares) and the other Purchasing Shareholders collectively are
purchasing all of the Shares that are the subject of the
Shareholder Option.
(d) PURCHASE PRICE AND TERMS. If a Shareholder Option is
exercised under this SECTION 5, the purchase price shall be the
price determined in accordance with SECTION 8 below. The other
terms of the purchase shall be as provided in this Agreement.
(e) NOTICE BY COMPANY. The Company shall give each
Shareholder, EIT and Associates prompt written notice of the
occurrence of any event giving rise to a Shareholder Option under
this SECTION 5.
(f) STOCK PLEDGE. If at the time of any purchase of the
Purchased Shares held by any Shareholder the Shares are the
subject of any Pledge Agreement between the Shareholder and the
BOS or any Bank (as defined in Section 25(b) below), then a
Purchasing Shareholder will not be entitled to purchase any
Shares pursuant to a Purchasing Shareholder's Option unless the
Purchasing Shareholder agrees with respect to the transferred
Shares to be bound by the terms of the Pledge Agreement (or in
the case of Electra, a similar pledge Electra and BOS may
reasonably agree), but only to the extent required by Section
2(b) of the Pledge Agreement, as may be required under the Pledge
Agreement. Each Purchasing Shareholder agrees to comply with the
terms of the Pledge Agreement (or in the case of Electra, such
similar pledge agreement) to enable the transferring Shareholder
to receive the proceeds for the Shareholder's Shares as permitted
by this Agreement.
-12-
6. CERTAIN SPECIAL MANDATORY SHAREHOLDER PURCHASES AND SALES.
Notwithstanding anything in this Agreement to the contrary:
(a) Upon the death or disability (as defined in SECTION 3
above) of any Employee/Shareholder other than Mr. Leslie E.
Dietzman during the first two years of this Agreement, if the
Employee/Shareholder or his successor in interest desires to sell
the Employee/Shareholder's Shares and the Company does not
purchase pursuant to its Company Option the
Employee/Shareholder's Shares, the other Shareholders (other than
an IRA Shareholder) shall purchase from the transferring
Shareholder or his or her successor in interest the number of
Shares originally purchased ("Original Purchase Shares") by the
deceased or disabled Shareholder and the IRA Shareholder as to
which the Employee/Shareholder is the beneficiary, as listed on
Exhibit A to this Agreement (the "Mandatory Purchase"), to the
extent that the Shareholder and the related IRA Shareholder have
not transferred and will not transfer pursuant to a pending
transfer an aggregate number of Shares equal to the Shareholder's
Original Purchase Shares to the Company or to Purchasing
Shareholders pursuant to any Company or Shareholder Option or to
any other person pursuant to any involuntary transfer or
Voluntary Transfer. The other Shareholders (other than an IRA
Shareholder) shall purchase all of the Original Purchase Shares
on a pro rata basis in relation to their ownership of the Shares
that are the subject of this Agreement (except as may be limited
by SECTION 11 below). The price and other terms of a Mandatory
Purchase shall be as set forth in SECTIONS 8, 9, and 10 below.
Any Shares held by the transferring Shareholder, his or her
successor in interest and the related IRA Shareholder in excess
of the number of Shares designated as owned by the Shareholder on
EXHIBIT A to this Agreement shall be subject to the Company
Options and other Shareholder Options as provided in this
Agreement.
(b) If the triggering event for a Company Option or
Shareholder Option is the Employee/Shareholder's voluntary
termination of employment or the Company's termination of
employment for cause, then upon the exercise of the Company
Option or a Shareholder Option, the terminated Employee/Share-
holder shall sell Unpaid Shares (defined in SECTION 8(c)(ii)) at
the price and on the terms set forth in SECTION 8(c)(ii). For
purposes of this SECTION 6(b), an employee shall be deemed to
have been terminated for "cause" if based upon: a conviction of
a crime involving moral turpitude; embezzlement; wilful
disobedience of a reasonable directive of the Board of Directors;
activities in competition with the Company or in aid of its
competitors; material breach of this Buy and Sell Agreement or
any other agreement with the Company; or any violation of law
which reflects badly upon the image of the Company.
-13-
7. FAILURE TO EXERCISE COMPANY OR SHAREHOLDER OPTIONS. If neither
the Company nor the Purchasing Shareholders exercise their respective
Company or Shareholder Options to purchase, the following provisions shall
apply:
(a) PROPOSED VOLUNTARY TRANSFER. If the Company or
Shareholder Option was triggered by a notice of a proposed
Voluntary Transfer, the transferring Shareholder shall have a
period of 90 days after the expiration of the last Company Option
to transfer the Shares at a price equal to or greater than the
price set forth in the Offer and on such terms as are not
inconsistent with the Offer as the transferring Shareholder and
the transferee shall determine. As a condition to such transfer,
the transferee shall execute a copy of this Agreement agreeing to
be bound by its terms. If the transfer does not take place
within the 90-day period, the Shares shall remain subject to all
of the terms of this Agreement.
(b) INVOLUNTARY TRANSFER. If the Company Option was
triggered by an involuntary transfer, then the transferee or
transferees shall own the Shares subject to all of the terms of
this Agreement as if each transferee were the transferring
Shareholder under this Agreement.
(c) OTHER. If the Company or Shareholder Option was
triggered other than by an involuntary transfer or proposed
Voluntary Transfer, then such Shares shall remain subject to all
of the terms of this Agreement. This means, for example, that
upon a Shareholder's transferor's death or, if applicable,
termination of employment with the Company, the Shares held by
any such transferee would become subject to the Company Options
(or Mandatory Purchase obligations) set forth in this Agreement.
8. PURCHASE PRICE.
(a) The purchase price per share for Purchased Shares to be
purchased upon the exercise of a Company or Shareholders Option
shall be the value determined in accordance with Exhibit B to
this Agreement ("Agreed Formula"). The Shareholders may change
the Agreed Formula by the written agreement of (i) persons
holding at least 90% of the Purchased Shares that are subject to
this Agreement and (ii) EIT.
(b) The Shareholders, upon the written agreement of the
Shareholders holding at least 75% of the Purchased Shares that
are subject to this Agreement and EIT, may authorize and direct
the Board of Directors of the Company to obtain an independent
appraisal of the Company and determine a new multiple based on
-14-
dividing the value of the Company in that appraisal by the
preceding two years average earnings before interest and taxes
("EBIT"). That multiple will become the new multiple to be used
in the Agreed Formula.
(c) Notwithstanding any provision to the contrary in
SECTIONS 8(a) AND (b), if:
(i) the triggering event for a Company or
Shareholders Option (or obligation) to purchase is the
death or disability of a Shareholder and the triggering
event occurs within two years from the date of this
Agreement, the per Share purchase price for the Shares
shall be not less than $200 per Share.
(ii) the triggering event for a Company or
Shareholder Option is the Employee/Shareholder's
voluntary termination of employment or termination of
employment for cause, then the purchase price for any
Unpaid Shares (defined below) shall be the lesser of
the price for any Shares determined under Section 8(a)
or Two Hundred Dollars ($200) per Share. For purposes
of this subparagraph (ii), Unpaid Shares shall mean the
number of Shares equal to (i) the unpaid balance of any
amount (exclusive of the amount of any voluntary
prepayment on the balance due which is made within 120
days of termination, (an "Excluded Amount")) owing by
the Employee/Shareholder to the Company pursuant to any
promissory note (the "Shareholder Note") issued for the
purchase of the Shares divided by (ii) Two Hundred
Dollars ($200). The purchase price for any Shares
other than Unpaid Shares that are held by the
Employee/Shareholder shall be determined in accordance
with SECTION 8(a) of this Agreement and shall be paid
in accordance with SECTIONS 9 AND 10 of this Agreement.
If the Company is a purchaser of any Unpaid Shares,
then the Employee/Shareholder agrees that the Company
may set off against any unpaid balance (after giving
effect to any Excluded Amount) under the
Employee/Shareholder's Note the amount due to the
Employee/Shareholder for any Unpaid Shares. If a
Shareholder or a member of the Electra Group is a
purchaser of any Unpaid Shares, the Employee/
Shareholder agrees and authorizes that such
purchaser may pay any amounts due and payable for the
Unpaid Shares to the Company in an amount equal to the
unpaid balance (after giving effect to any Excluded
Amount) under the Employee/Shareholder's Note. Any
amount due to the Employee/Shareholder after any such
-15-
set off or credit shall be paid to the Employee/
Shareholder pursuant to SECTIONS 9 and 10.
9. CLOSING. The closing of a sale pursuant to the exercise of any
Company or Shareholder Option, as the case may be, under this SECTION 9
shall take place within 30 days after the exercise of the Company or
Shareholder Option. The date of closing may be changed by agreement of the
transferring and acquiring parties to the sale. Upon the exercise of a
Company or Shareholder Option, the transferring Shareholder or his or her
successor in interest, or Electra or its successor in interest, as the case
may be, shall deliver at the closing the certificate or certificates
representing the Shares to be purchased, duly endorsed for transfer free
and clear of all encumbrances.
10. PAYMENT.
(a) Except as set forth in SECTION 6(b) with respect to
Unpaid Shares, the purchase price for Purchased Shares that are
held by any Shareholder purchased pursuant to the exercise of any
Company or Shareholder Option under this Agreement shall be paid,
subject to SECTION 10(b) below or any limitations imposed by any
Lender Agreement, in cash or in accordance with the following
terms, at the election of the Company or the Purchasing
Shareholders (as applicable):
(i) DOWN PAYMENT. At closing, the transferring
Shareholder or his or her successor in interest shall be
paid an amount equal to at least 25% of the purchase price
in cash. The purchaser(s) of the Purchased Shares may, in
their sole discretion, elect to make a down payment in cash
of more than 25% of the purchase price.
(ii) PROMISSORY NOTE. Any amount of the purchase price
for any Purchased Shares not paid in cash at the closing
shall be paid by delivery of a promissory note (or if there
is more than one Purchasing Shareholder, promissory notes)
payable in 12 equal quarterly installments of principal and
accrued interest, commencing on the first day of the first
month after the date of closing. Each note shall bear
interest at the prime rate of interest established by Bank
of Scotland (or other successor senior lender of the
Company) on the date of the note; PROVIDED, HOWEVER, that if
such rate exceeds the highest contractual rate of interest
allowed by law, the note shall bear interest at the highest
permissible contractual rate of interest. Interest shall
accrue and shall be payable annually in arrears on each
anniversary date of the note until paid in full. Each note
-16-
may be prepaid in whole or in part at any time, without
penalty. In the event of default in payment of any
installment when due or the death or bankruptcy of the maker
of a note, the entire principal and interest on the note
shall become immediately due and payable at the Option of
the holder. Each note shall provide for the payment of
attorneys' fees and costs of suit by the maker should any
legal action for collection be commenced. The maker of a
note shall expressly waive demand and notice of default. A
promissory note delivered by the Company under this SECTION
10 shall be unsecured. A promissory note delivered by a
Purchasing Shareholder under this SECTION 10 shall be
secured by a pledge of the Shares (subject to any pledge
required under any Lender Agreement) to be paid for, in
part, by the promissory note. The transferee shall cease to
have rights as a shareholder of the Company with respect to
the Shares transferred as of the date of closing.
(b) Each Employee/Shareholder who has an outstanding
balance due to the Company under any Shareholder Note agrees
that: (i) if the Company is purchasing any Shares held by the
Employee/Shareholder, the Company shall set off against the
unpaid amount due under the Shareholder Note the amounts payable
under SECTION 10(a) when such amounts are payable by the Company,
and (ii) if a Purchasing Shareholder is purchasing the
Employee/Shareholder's Shares, the Purchasing Shareholder shall
pay to the Company (to be applied to the unpaid amount due on the
Shareholder Note) the amounts payable under SECTION 10(a), when
such amounts are payable by the Purchasing Shareholder. Any
amount payable by the Company or Purchasing Shareholder in excess
of the unpaid amount of any Shareholder Note shall be paid to the
transferring Shareholder under the terms of SECTION 10(a).
(c) Notwithstanding any other provision to the contrary,
the purchase price for any Electra Shares purchased pursuant to
the exercise of any Company Electra Shares Option or Shareholder
Electra Shares Option under this Agreement shall be paid in cash
at closing, subject to any change by agreement between the
Electra Transferor and the purchasing parties.
11. CERTAIN ADDITIONAL LIMITATIONS. Notwithstanding anything in this
Agreement to the contrary, no Shareholder shall be permitted to acquire,
directly or indirectly, 50% or more of the outstanding common stock of the
Company without the prior written consent of the Shareholders owning at
least 80% of the Purchased Shares that are subject to this Agreement
excluding the Shares held by the proposed 50% or greater Shareholder.
-17-
12. LIFE INSURANCE. The Company may maintain insurance policies on
the life of any Shareholder that is an individual. The Company shall pay
out of its own funds the life insurance premiums. The Company may either
increase or decrease the amount of, or discontinue, any life insurance
policy at any time. The right to change the beneficiary, to assign,
surrender or borrow upon, to collect the proceeds of and to exercise all
incidents of ownership in any policies of insurance shall be vested in the
Company. The beneficiary of each policy of insurance shall be the Company
and not any insured Shareholder. If requested, each Shareholder that is an
individual shall take all actions required for issuance of a life insurance
policy, submitting to physical examinations and furnishing the insurance
company with all of the Shareholder's medical records.
13. ADDITIONAL SHARES COVERED BY AGREEMENT. This Agreement shall
apply to all shares of common stock of the Company now owned or hereafter
acquired by any Shareholder.
14. PARTICIPATION IN SALES.
(a) TAG-ALONG SHAREHOLDER RIGHT. If any Shareholder or
group of Shareholders (the "Offeree") receives a bona fide offer
from a third party or parties other than the Company or any other
Shareholder (the "Purchaser") to purchase all or any part of the
Shares owned by the Offeree and such Shares are equal to at least
20% of the Shares, (the "Tag-Along Shares"), for a specified
price payable in cash or otherwise and on specified terms and
conditions (the "Tag-Along Offer"), and (i) the Offeree proposes
to sell or otherwise transfer the Tag-Along Shares to the
Purchaser pursuant to the Tag-Along Offer, and (ii) neither the
Company, the Shareholders nor Electra shall have exercised their
respective Company Options or Shareholder Options to acquire the
Tag-Along Shares under SECTIONS 3 and 5 hereunder, then each
member of the Electra Group shall have the right to sell to the
Purchaser, at the same price per Share and on the same terms and
conditions as stated in the Offer, all Shares owned by the member
of the Electra Group prior to any sale by any Offeree. If the
number of Tag-Along Shares to be purchased by the Purchaser is
less than the sum of the Offeree's Shares and number of all
Shares all such members of the Electra Group shall have elected
to sell to the Purchaser pursuant to the Tag-Along Offer, then
the number of Shares to be sold by the Offeree and each member of
the Electra Group shall be reduced proportionately based on the
number of Shares that the Offeree and each member of the Electra
Group has elected to sell. If the price proposed in the Tag-
Along Offer shall consist of consideration other than cash, any
such member of the Electra Group may elect to sell such Shares to
the Offeree in lieu of the Purchaser, and the Offeree shall
-18-
purchase such Shares, for cash in an amount per Share equal to
the mutually agreed value of such non-cash consideration on a per
Share basis (plus the amount of cash per Share offered, if any,
in the Tag-Along Offer). If no such agreement as to value is
reached before the fifth business day prior to the proposed sale
to the Purchaser, such value shall be determined by an
independent appraiser who shall promptly make such determination
in accordance with the guidelines established for determining the
Appraised Value (as defined in the Warrants) of shares under the
Warrants. The independent appraiser shall be selected on such
fifth preceding business day by such member of the Electra Group
and reasonably acceptable to the Offeree, and shall be an
investment banking firm selected by the Company and reasonably
acceptable to the Electra Group
(b) In addition to any notice required under SECTION 3(e),
the Offeree shall notify in writing the members of the Electra
Group of the Offeree's desire to sell, transfer or otherwise
dispose of the Shares held by the Offeree pursuant to the Tag-
Along Offer. The written notice shall specify (i) the number of
Shares to be transferred, (ii) the name, address and telephone
number of the Purchaser, (iii) the proposed price or other
consideration to be paid for the Shares, and (iv) all other terms
of any proposed transfer. The Offeree proposing the transfer
shall give the members of the Electra Group a copy of any
agreement, offer or other document relating to the purchase of
the Tag Along Shares. A member of the Electra Group wishing to
participate in any sale pursuant to SECTION 14(a) shall notify
the Offeree in writing of such intention as soon as practicable
after the member receives the notice from the Offeree, but no
later than thirty (30) days after the receipt of the notice. If
the Offeree does not receive the notice from any member of the
Electra Group within the notice period described above, the
Offeree may consummate the proposed transaction (without any
obligation to include the Shares of the applicable member of the
Electra Group in such transaction) and the Offeree shall have a
period of 90 days after the expiration of the notice to transfer
the Tag-Along Shares at a price equal to or higher than the price
in the Tag-Along Offer and on terms as are not inconsistent with
the terms set forth in the Tag-Along Offer.
(c) If any Electra Group member elects to participate in any
Tag-Along Offer, the Offeree and each participating member of the
Electra Group shall sell to the Purchaser the Shares proposed to be
sold by them at the price and otherwise upon the terms and conditions,
if any, stated in the Tag-Along Offer.
(d) The parties hereto acknowledge that a Tag-Along Offer shall
be considered a proposed Voluntary Transfer. The Offeree must
-19-
otherwise comply with the terms of this Agreement applicable to any
proposed Voluntary Transfer to consummate any transaction pursuant to
any Tag-Along Offer. The right of any member of the Electra Group to
participate in any Tag-Along Offer shall be in addition to and not in
place of any right to purchase the Tag-Along Shares pursuant to
SECTION 5 of this Agreement.
15. TAKE ALL PROPER ACTIONS. The parties to this Agreement shall
take all proper actions necessary to permit them to fulfill their duties
under this Agreement, including signing all necessary documents and taking
all other action necessary to carry out or cause the Company to carry out
the provisions of this Agreement.
16. TERMINATION PROVISIONS. This Agreement shall terminate upon the
earliest to occur of any of the following events: (i) cessation of
business of the Company, (ii) bankruptcy, receivership or dissolution of
the Company, (iii) the death of all Shareholders within 90 days of each
other, (iv) the written agreement of all of the parties to this Agreement,
or (v) the Company's completion of an IPO.
17. NOTICE. Notice will be effective at the earlier of actual
receipt or five days following deposit of notice in the U.S. mail, first-
class postage attached, addressed to a party at the address on file with
the Company.
18. LEGAL REMEDY INADEQUATE. The Shares are a unique asset and,
accordingly, in any action for the actual or anticipated breach of this
Agreement, the legal remedy for damages shall be deemed inadequate, and
injunctive relief is appropriate to prevent or remedy any breach.
19. BINDING EFFECT; BENEFITS; ASSIGNMENT. All of the terms of this
Agreement will be binding upon, inure to the benefit of and be enforceable
by and against the heirs and legal representatives of the Shareholders and
the successors and assigns of the Company or of Electra. Nothing in this
Agreement, express or implied, is intended to confer upon any other person
any rights or remedies under or by reason of this Agreement, this Agreement
being for the exclusive benefit of the parties and their respective heirs,
legal representatives, successors and assigns. No party will assign any of
its respective rights or obligations under this Agreement to any other
person without the prior written consent of all of the other parties.
Notwithstanding the foregoing or anything else contained herein, the
provisions of this Agreement (other than Section 25 hereof) shall not be
binding upon any Transferee (as such term is defined in said Section 25)
-20-
nor any transferee who has acquired Shares from an Electra Transferor
pursuant to Section 2(d)(v) of this Agreement.
20. SEVERABILITY. Any provision, or clause of any provision, of this
Agreement that is found to be contrary to Michigan law or otherwise
unenforceable will not affect the remaining terms of this Agreement, which
will be construed as if the unenforceable provision or clause were absent
from this Agreement.
21. VENUE; JURISDICTION. The Company and Shareholders agree that a
proper forum in which to litigate any dispute that arises under this
Agreement among the Company and Shareholders shall be the courts in Kent
County, Michigan. Each such party also agrees that those courts shall have
personal jurisdiction over the party with respect to any action under this
Agreement.
22. GOVERNING LAW. This Agreement will be governed by and construed
in accordance with the laws of the State of Michigan as applicable to
contracts made and to be performed in the State of Michigan without regard
to conflicts of laws principals.
23. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
and understanding of the parties and supersedes all prior agreements,
arrangements and understandings relating to the subject matter hereof. No
representation, promise, inducement or statement of intention has been made
by any party that is not embodied in this Agreement, and no party will be
bound by or liable for any alleged representation, promise, inducement or
statement of intention not set forth in this Agreement.
24. AMENDMENT. This Agreement may be amended only by an agreement in
writing signed by persons holding at least 75% of the Purchased Shares that
are subject to this Agreement and if the amendment would materially
adversely affect Electra, the written consent of Electra; PROVIDED,
HOWEVER, that SECTION 8 of this Agreement may be amended only by an
agreement in writing signed by persons holding at least 90% of the
Purchased Shares that are subject to this Agreement and the written consent
of Electra; PROVIDED FURTHER, that except for the foregoing permitted
amendment to SECTION 8, no provision regarding any right, duty or
obligation of any Shareholder may be modified or amended to adversely
affect the Shareholder without his or her written consent and, PROVIDED
FURTHER, that no sale, disposition or other transfer may be permitted
pursuant to any amendment which would cause an event of default under the
terms of any Lender Agreement or any Pledge Agreement. All amendments
adopted in accordance with this SECTION 24 shall be binding on all of the
-21-
parties to this Agreement and their respective heirs, successors and
assigns.
25. INAPPLICABILITY TO LENDERS. The restrictions contained in this
Agreement shall not apply to (a) the grant of a security interest, directly
or indirectly, by any Shareholder to the BOS or any Bank, (b) any
foreclosure or other realization by any of the foregoing on any such
security interest (including without limitation any sale by BOS or a Bank
of any Purchased Shares in connection therewith), or (c) any sale, transfer
or grant of security interest by any of the foregoing or by any Transferee.
As used herein:
"BANKS" shall mean any or all of the financial
institutions from time to time party to a Lender Agreement
and any entity acting on behalf of any of the foregoing (in
each case, together with their respective successors and
assigns), and "BANK" shall mean any of the foregoing.
"BOS" shall mean Bank of Scotland, its successors and
assigns.
"TRANSFEREE" shall mean and include the Banks, BOS and
each Person who acquires the relevant (or any successor)
shares, directly or indirectly, from BOS or any Bank or from
any other direct or indirect transferee of any of the
foregoing.
The provisions of this SECTION 25 may not be amended, supplemented or
otherwise modified without the consent of BOS or any entity acting on
behalf of any of the other Banks.
26. COUNTERPARTS. This Agreement may be executed in counterparts,
each of which when so executed will be deemed to be an original, and such
counterparts will together constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year first written above.
COMPANY:
FAMILY BOOKSTORES COMPANY, INC.
By /S/ LESLIE E. DIEZMAN
---------------------------
Leslie E. Dietzman
Its President
-22-
/S/ ELECTRA INVESTMENT TRUST, PLC
ELECTRA INVESTMENT TRUST, PLC
/S/ ELECTRA ASSOCIATES, INC.
ELECTRA ASSOCIATES, INC.
SHAREHOLDERS:
/S/ GEORGE CRAIG
--------------------------------
George Craig
/S/ LESLIE E. DIETZMAN
--------------------------------
Leslie E. Dietzman
NBD Bank, N.A., Trustee for the Leslie
E. Dietzman Individual Retirement
Account
By:/S/
--------------------------------
Assistant Vice President and Trust
Officer
/S/ NEIL TOPHAM
--------------------------------
Neil Topham
Bruce E. Ryskamp and Jeralyn G. Ryskamp,
Co-Trustees of the Bruce E. Ryskamp
Living Trust
By: /S/ BRUCE E. RYSKAMP
--------------------------------
Bruce E. Ryskamp, Co-Trustee
By: /S/ JERALYN G. RYSKAMP
--------------------------------
Jeralyn G. Ryskamp, Co-Trustee
-23-
Jeralyn G. Ryskamp and Bruce E. Ryskamp,
Co-Trustees of the Jeralyn G. Ryskamp
Living Trust
By: /S/ BRUCE E. RYSKAMP
--------------------------------
Bruce E. Ryskamp, Co-Trustee
By: /S/ JERALYN G. RYSKAMP
--------------------------------
Jeralyn G. Ryskamp, Co-Trustee
/S/ RICHARD M. BUTLER
--------------------------------
Richard M. Butler
Old Kent Bank and Trust Company,
Custodian for the Richard M. Butler
Individual Retirement Account
By: /S/
--------------------------------
/S/ DENNIS K. WADE
--------------------------------
Dennis K. Wade
Old Kent Bank and Trust Company,
Custodian for the Dennis K. Wade
Individual Retirement Account
By: /S/
--------------------------------
/S/ CRAIG B. KLAMER
--------------------------------
Craig B. Klamer
Old Kent Bank and Trust Company,
Custodian for the Craig B. Klamer
Individual Retirement Account
By:/S/
--------------------------------
/S/ J. HAL BAILEY
--------------------------------
J. Hal Bailey
Old Kent Bank and Trust Company,
Custodian for the J. Hal Bailey
Individual Retirement Account
By/S/
--------------------------------
-24-
/S/ MONROE POFCHER
--------------------------------
Monroe Pofcher
/S/ WILLIAM G. BAKER
--------------------------------
William G. Baker
/S/ EDWARD BELL
--------------------------------
Edward Bell
-25-