[Form of 2/23 Closing Purchase Agreement]
EXHIBIT 10.1
PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement"), dated as of February 18, 2004,
is by and among LTC Properties, Inc., a Maryland corporation (the "Company"),
each Purchaser listed under the heading "Direct Purchasers" on Schedule A (each,
a "Direct Purchaser"), each Investment Adviser listed under the heading
"Investment Advisers" on the signature pages hereto (each, an "Investment
Adviser") who are entering into this Agreement on behalf of themselves (as to
paragraph 5 of this Agreement) and those Purchasers which are a fund or
individual or other investment advisory client of such Investment Adviser listed
under their respective names on Schedule B (each, a "Client"), and each
Broker-Dealer listed on Schedule C (each, a "Broker-Dealer") which is entering
into this Agreement on behalf of itself (as to paragraph 6 of this Agreement)
and those Purchasers which are customers for which it has power of attorney to
sign listed under their respective names on Schedule C (each, a "Customer").
Each of the Customers, Direct Purchasers and Clients are referred to herein as
individually, a "Purchaser" and collectively, the "Purchasers."
WHEREAS, the Purchasers desire to purchase from the Company (or their
Investment Advisers and Broker-Dealers desire to purchase on their behalf from
the Company), and the Company desires to issue and sell to each Purchaser the
number of shares of beneficial interest of the Company's 8.0% Series F
Cumulative Preferred Stock, par value $0.01 per share (the "Preferred Shares"),
set forth opposite the name of each Purchaser on Schedule A, Schedule B or
Schedule C, as the case may be.
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto agree as follows:
1. Purchase and Sale. Subject to the terms and conditions hereof, the
Investment Advisers and the Broker-Dealers (on behalf of Purchasers which are
Clients and Customers, respectively) and the other Purchasers hereby severally
and not jointly agree to purchase from the Company, and the Company agrees to
issue and sell to the several Purchasers the number of Preferred Shares set
forth next to such Purchaser's name on Schedule A, Schedule B or Schedule C, as
the case may be, at a price per share of $25.00 for an aggregate purchase amount
in an amount set forth on Schedule D hereof (the "Purchase Price") at the
Closing (as defined below).
2. Representations and Warranties of Purchaser. Each Purchaser represents
and warrants with respect to itself that:
(a) Due Authorization. Such Purchaser has full power and authority to enter
into this Agreement and is duly authorized to purchase the Preferred Shares in
the amount set forth opposite its name on Schedule A, Schedule B or Schedule C,
as the case may be. This Agreement has been duly authorized by such Purchaser
and duly executed and delivered by or on behalf of such Purchaser. This
Agreement constitutes a legal, valid and binding agreement of such Purchaser,
enforceable against such Purchaser in accordance with its terms except as may be
limited by (i) the effect of bankruptcy, insolvency, reorganization, moratorium
or other similar laws relating to or affecting the rights or remedies of
creditors or (ii) the effect of general principles of equity, whether
enforcement is considered in a proceeding in equity or at law and the discretion
of the court before which any proceeding therefor may be brought (the
"Enforceability Exceptions").
(b) Prospectus and Prospectus Supplement. Such Purchaser has received a
copy of the Company's Basic Prospectus dated September 12, 2003, the preliminary
prospectus supplement dated February 17, 2004 and the Prospectus Supplement
dated February 18, 2004 (each as defined below).
(c) Ownership of Excess Shares of Capital Stock. As of the date hereof and
after giving effect to the transaction contemplated hereby, such Purchaser,
together with its subsidiaries and affiliates, does not own directly or
indirectly more than 9.8% in number of shares or value, whichever is more
restrictive, of any class or series of the issued and outstanding capital stock
of the Company. Purchaser expressly acknowledges that the provisions of the
Company's Articles of Incorporation, as amended or supplemented (the "Charter"),
in general, and the Articles Supplementary relating to the Preferred Shares
("Articles Supplementary"), in particular, prohibit the ownership by Purchaser
(together with its subsidiaries and affiliates) directly or indirectly of more
than 9.8% of the number of issued and outstanding Preferred Shares and not more
than 9.8% of the number of issued and outstanding shares of any other class or
series of the Company's capital stock and, in the event Purchaser's Preferred
Shares acquired pursuant to this Agreement or otherwise constitute Excess Shares
(as defined in the Charter), the Company may repurchase such number of the
Purchaser's Preferred Shares on the terms set forth in the Charter and
referenced in the Articles Supplementary as is necessary to cause Purchaser to
thereafter not own any Excess Shares.
3. Representations and Warranties of Company. The Company represents and
warrants that:
(a) The Company meets the requirements for use of Form S-3 under the
Securities Act of 1933, as amended (the "Act") and meets the requirements
pursuant to the standards for such Form as were in effect immediately prior to
October 21, 1992. The Company's Registration Statement (as defined below) was
declared effective by the SEC (as defined below) and the Company has filed such
post-effective amendments thereto as may be required under applicable law prior
to the execution of this Agreement and each such post-effective amendment became
effective. The SEC has not issued, nor to the Company's knowledge, has the SEC
threatened to issue or intends to issue, a stop order with respect to the
Registration Statement, nor has it otherwise suspended or withdrawn the
effectiveness of the Registration Statement or to the Company's knowledge,
threatened to do so, either temporarily or permanently, nor, to the Company's
knowledge, does it intend to do so. On the effective date, the Registration
Statement complied in all material respects with the requirements of the Act and
the rules and regulations promulgated under the Act (the "Regulations"); at the
effective date the Basic Prospectus (as defined below) complied, and at the
Closing the Prospectus (as defined below) will comply, in all material respects
with the requirements of the Act and the Regulations; each of the Basic
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Prospectus and the Prospectus as of its date and at the Closing Date did not,
does not and will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that the representations
and warranties in this subsection shall not apply to statements in or omissions
from the Prospectus made in reliance upon and in conformity with information
furnished to the Company in writing by or on behalf of any of the Purchasers,
Cohen & Steers Capital Advisors, LLC, in its capacity as placement advisor
("Placement Advisor"), any Investment Advisers or Broker-Dealers, or any of
their respective affiliates, expressly for use in the Prospectus. As used in
this Agreement, the term "Registration Statement" means the shelf registration
statement on Form S-3 (File No. 333-106555), as amended by Post-Effective
Amendment No. 1 thereto, as declared effective by the Securities and Exchange
Commission (the "SEC"), including exhibits, financial statements, schedules and
documents incorporated by reference therein. The term "Basic Prospectus" means
the prospectus included in the Registration Statement, as amended, or as
supplemented and filed with the SEC pursuant to Rule 424 under the Act in
connection with the sale of the Preferred Shares hereunder. The term "Prospectus
Supplement" means the prospectus supplement specifically relating to the
Preferred Shares as to be filed with the SEC pursuant to Rule 424 under the Act
in connection with the sale of the Preferred Shares hereunder. The term
"Prospectus" means the Basic Prospectus and the Prospectus Supplement taken
together. The term "preliminary prospectus" means any form of preliminary
prospectus used in connection with the marketing of the Preferred Shares,
including the preliminary prospectus supplement dated as of February 17, 2004
and the Basic Prospectus used with any such preliminary prospectus supplement in
connection with the marketing of the Preferred Shares. Any reference in this
Agreement to the Registration Statement, the Prospectus or any preliminary
prospectus shall be deemed to refer to and include the documents incorporated by
reference therein as of the date hereof or the date of the Prospectus or any
preliminary prospectus as the case may be, and any reference herein to any
amendment or supplement to the Registration Statement, the Prospectus or any
preliminary prospectus shall be deemed to refer to and include any documents
filed after such date and through the date of such amendment or supplement under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and so
incorporated by reference.
(b) Since the date as of which information is given in the Registration
Statement and the Prospectus, except as otherwise stated therein, (i) there has
been no material adverse change or any development which could reasonably be
expected to give rise to a prospective material adverse change in or affecting
the condition, financial or otherwise, or in the earnings, business affairs or,
to the Company's knowledge, business prospects of the Company and the
subsidiaries of the Company, if any (the "Subsidiaries") considered as one
enterprise, whether or not arising in the ordinary course of business, (ii)
there have been no transactions entered into by the Company or any of its
Subsidiaries, other than those in the ordinary course of business, which are
material with respect to the Company and its Subsidiaries considered as one
enterprise, and (iii) other than regular quarterly dividends, there has been no
dividend or distribution of any kind declared, paid or made by the Company on
any class of its shares of equity securities.
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(c) The Company has been duly organized as a corporation and is validly
existing in good standing under the laws of the State of Maryland. Each of the
Subsidiaries of the Company has been duly organized and is validly existing in
good standing under the laws of its jurisdiction of organization. Each of the
Company and its Subsidiaries has the required power and authority to own and
lease its properties and to conduct its business as described in the Prospectus;
and each of the Company and its Subsidiaries is duly qualified to transact
business in each jurisdiction in which such qualification is required, whether
by reason of the ownership or leasing of property or the conduct of business,
except where the failure to so qualify would not have a material adverse effect
on the condition, financial or otherwise, or the earnings, business affairs or,
to the Company's knowledge, business prospects of the Company and its
Subsidiaries considered as one enterprise.
(d) As of the date hereof, the authorized capital stock of the Company
consisted of 35,000,000 shares of Common Stock, par value $0.01 per share (the
"Common Stock"), and 15,000,000 shares of Preferred Stock, par value $0.01 per
share, of which 18,002,443 shares of Common Stock, 1,838,520 shares of 9.5%
Series A Cumulative Preferred Stock (the "Series A Preferred Shares"), 1,988,000
shares of 9.0% Series B Cumulative Preferred Stock (the "Series B Preferred
Shares"), 2,000,000 shares of 8.5% Series C Cumulative Convertible Preferred
Stock (the "Series C Preferred Shares"), no shares of Series D Junior
Participating Preferred Stock (the "Series D Preferred Shares") and 2,200,000
8.5% Series E Cumulative Convertible Preferred Stock (the "Series E Preferred
Shares") are issued and outstanding as of such date (without giving effect to
any preferred shares issued or to be issued as contemplated by this Agreement or
the application of the proceeds of the offering contemplated hereby) and
6,933,480 preferred shares are authorized and unissued of which 4,000,000 shares
will be designated as Preferred Shares. The issued and outstanding shares of the
Company have been duly authorized and validly issued and are fully paid and
non-assessable; the Preferred Shares have been duly authorized, and when issued
in accordance with the terms of the Articles Supplementary (as defined below)
and delivered as contemplated hereby, will be validly issued, fully paid and
non-assessable; the Preferred Shares, the Common Stock and the Series A, B, C
and E Preferred Stock of the Company conform to all statements relating thereto
contained in the Prospectus; and the issuance of the Preferred Shares is not
subject to preemptive or other similar rights.
(e) Neither the Company nor any of its Subsidiaries is in violation of its
organizational documents or in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any material contract,
indenture, mortgage, loan agreement, note, lease or other instrument or
agreement to which the Company or any of its Subsidiaries is a party or by which
it or any of them are bound, or to which any of the property or assets of the
Company or any of its Subsidiaries is subject, except where such violation or
default would not have a material adverse effect on the condition, financial or
otherwise, or the earnings, business affairs or, to the Company's knowledge,
business prospects of the Company and its Subsidiaries considered as one
enterprise; and the execution, delivery and performance of this Agreement, the
execution and filing of the Articles Supplementary, and the issuance and
delivery of the Preferred Shares and the consummation of the transactions
contemplated herein have been duly authorized by all necessary action and will
not conflict with or constitute a material breach of, or material default under,
or result in the creation or imposition of any lien, charge or encumbrance upon
any material property or assets of the Company or any of its Subsidiaries
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pursuant to, any material contract, indenture, mortgage, loan agreement, note,
lease or other instrument or agreement to which the Company or any of its
Subsidiaries is a party or by which it or any of them are bound, or to which any
of the property or assets of the Company or any of its Subsidiaries is subject,
nor will any such action result in any violation of the provisions of the
Articles of Incorporation of the Company, as amended and supplemented by the
Articles Supplementary, by-laws or other organizational documents of the Company
or any of its Subsidiaries or any law, administrative regulation or
administrative or court decree applicable to the Company.
(f) The Company is organized in conformity with the requirements for
qualification and, as of the date hereof and as of the Closing, operates in a
manner that qualifies it as a "real estate investment trust" under the Internal
Revenue Code of 1986, as amended, and the rules and regulations thereunder and
will be so qualified after giving effect to the sale of the Preferred Shares.
(g) The Company is not required to be registered under the Investment
Company Act of 1940, as amended.
(h) No legal or governmental proceedings are pending to which the Company
or any of its Subsidiaries is a party or to which the property of the Company or
any of its Subsidiaries is subject that are required to be described in the
Registration Statement or the Prospectus and are not described therein, and no
such proceedings have been threatened against the Company or any of its
Subsidiaries or with respect to any of their respective properties that are
required to be described in the Registration Statement or the Prospectus and are
not described therein.
(i) No authorization, approval or consent of or filing with any court or
United States federal or state governmental authority or agency is necessary in
connection with the sale of the Preferred Shares hereunder, except (i) such as
may be required under the Act or the Regulations or state securities laws or
real estate syndication laws and (ii) the filing of the Articles Supplementary
as set forth in paragraph (l) below.
(j) The Company and its Subsidiaries possess such certificates, authorities
or permits issued by the appropriate state, federal or foreign regulatory
agencies or bodies necessary to conduct the business now conducted by them,
except where the failure to possess such certificates, authority or permits
would not have a material adverse effect on the condition, financial or
otherwise, or the earnings, business affairs or, to the Company's knowledge,
business prospects of the Company and its Subsidiaries considered as one
enterprise. Neither the Company nor any of its Subsidiaries has received any
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notice of proceedings relating to the revocation or modification of any such
certificate, authority or permit which, singly or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, would materially and
adversely affect the condition, financial or otherwise, or the earnings,
business affairs or, to the Company's knowledge, business prospects of the
Company and its Subsidiaries considered as one enterprise, nor, to the knowledge
of the Company, are any such proceedings threatened or contemplated.
(k) The Company has full power and authority to enter into this Agreement,
and this Agreement has been duly authorized, executed and delivered by the
Company and constitutes a legal, valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms except as may be
limited by the Enforceability Exceptions.
(l) The Articles Supplementary, and the filing of the Articles
Supplementary with the State Department of Assessments and Taxation of Maryland
on behalf of the Company, have each been duly authorized by the Company; the
Articles Supplementary will be filed with the State Department of Assessments
and Taxation of Maryland on behalf of the Company prior to the time that any
Preferred Shares are issued pursuant to this Agreement and when so filed will
constitute a valid and legally binding supplement to the Articles of
Incorporation of the Company enforceable against the Company in accordance with
its terms, except as enforceability may be limited by the Enforceability
Exceptions.
(m) As of the dates set forth therein or incorporated by reference, the
Company had good and marketable title to all of the properties and assets
reflected in the audited financial statements contained in the Prospectus,
subject to no lien, mortgage, pledge or encumbrance of any kind except (i) those
reflected in such financial statements, (ii) as are otherwise described in the
Prospectus, (iii) as do not materially adversely affect the value of such
property or interests or interfere with the use made or proposed to be made of
such property or interests by the Company and each of its Subsidiaries or (iv)
which constitute customary provisions of mortgage loans secured by the Company's
properties creating obligations of the Company with respect to proceeds of the
properties, environmental liabilities and other customary protections for the
mortgagees.
(n) Neither the issuance, sale and delivery of the Preferred Shares nor the
application of the proceeds thereof by the Company as described in the
Prospectus will cause the Company to violate or be in violation of Regulation T,
U or X of the Board of Governors of the Federal Reserve System or any other
regulation of such Board of Governors.
(o) The statements set forth in the Basic Prospectus under the caption
"Description of Preferred Stock" and the statements set forth in the Prospectus
Supplement under the caption "Description of Our Capital Stock--Series F
Preferred Stock," in each case, in so far as such statements purport to
summarize provisions of laws or documents referred to therein, are correct in
all material respects and fairly present the information required to be
presented therein.
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4. Representation and Warranties of the Investment Advisers. To induce the
Company to enter into this Agreement, each of the Investment Advisers hereby
represents and warrants that:
(a) It is an investment adviser duly registered with the SEC under the
Investment Advisers Act of 1940.
(b) It has been duly authorized to act as investment adviser on behalf of
each Client on whose behalf it is signing this Agreement (as identified under
the name of such Investment Adviser on Schedule B hereto) and has the sole
authority to make the investment decision to purchase Preferred Shares hereunder
on behalf of such Client.
(c) It has the power and authority to enter into and execute this Agreement
on behalf of each of the Clients listed under its name on Schedule B hereto.
(d) This Agreement has been duly authorized, executed and delivered by it
and, assuming it has been duly authorized, executed and delivered by the
Company, constitutes a legal, valid and binding agreement of such Investment
Adviser, enforceable against it in accordance with its terms except as may be
limited by the Enforceability Exceptions.
(e) It has received a copy of the Company's Basic Prospectus dated
September 12, 2003 and Prospectus Supplement dated February 18, 2004.
5. Representation and Warranties of the Broker-Dealers. To induce the
Company to enter into this Agreement, each Broker-Dealer represents and warrants
that:
(a) It is duly registered and in good standing as a broker-dealer under the
Exchange Act and is licensed or otherwise qualified to do business as a
broker-dealer with the National Association of Securities Dealers, Inc. and in
all states in which it will offer any Preferred Shares pursuant to this
Agreement.
(b) It has delivered a copy of the Prospectus to each Purchaser set forth
under its name on Schedule C hereto.
(c) It has been granted a duly authorized power-of-attorney to execute and
deliver this Agreement on behalf of each Customer on whose behalf it is signing
this Agreement (as identified under the name of such Broker-Dealer on Schedule C
hereto) and such power has not been revoked.
(d) This Agreement has been duly authorized, executed and delivered by it
and, assuming it has been duly authorized, executed and delivered by the
Company, constitutes a legal, valid and binding agreement of such Broker-Dealer,
enforceable against it in accordance with its terms except as may be limited by
the Enforceability Exceptions.
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6. Conditions to Obligations of the Parties. (a) The Purchasers' several
obligation to purchase the Preferred Shares shall be subject to the following
conditions having been met:
(i) the representations and warranties set forth in Section 3 of this
Agreement shall be true and correct with the same force and effect as though
expressly made at and as of the Closing,
(ii) the Purchasers shall have received an opinion from Ballard Spahr
Andrews & Ingersoll, LLP, special Maryland counsel to the Company, dated as of
the date of the Closing, substantially in the form attached hereto as Exhibit A,
(iii) the Purchasers shall have received an opinion from Reed Smith LLP,
special securities counsel to the Company, dated as of the date of the Closing,
substantially in the form attached hereto as Exhibit B with respect to the
matters covered therein and otherwise in form and substance reasonably
acceptable to the Placement Advisor and its counsel,
(iv) the Placement Advisor shall have received a comfort letter from Ernst
& Young LLP, dated as of the Closing, substantially in the form attached hereto
as Exhibit C, and
(v) on the Closing Date, the Company shall have delivered to the Purchasers
a certificate of the Chief Executive Officer and Chief Financial Officer of the
Company, dated as of the Closing Date, setting forth that each of the
representations and warranties contained in this Agreement shall be true on and
as of the Closing Date as if made as of the Closing Date and each of the
conditions and covenants contained herein shall have been complied with to the
extent compliance is required prior to Closing, and shall have delivered such
other customary certificates as the Placement Advisor shall have reasonably
requested.
(b) The Company's obligation to issue and sell the Preferred Shares shall
be subject to the following conditions having been met:
(i) the representations and warranties set forth in Sections 2, 4 and 5 of
this Agreement shall be true and correct with the same force and effect as
though expressly made at and as of the Closing and
(ii) the Settlement Agent shall have received payment in full for the
Purchase Price for the Preferred Shares by federal wire of immediately available
funds, not less than the aggregate amount of $75,000,000 net of fees,
commissions and expenses.
7. Closing. Provided that the conditions set forth in Section 6 hereto and
the last sentence of this Section 7 have been met or waived at such time, the
transactions contemplated hereby shall be consummated on February 23, 2004, or
at such other time and date as the parties hereto shall agree (each such time
and date of payment and delivery being herein called the "Closing"). At the
Closing, settlement shall occur through Jefferies & Company, or an affiliate
thereof, on a delivery versus payment basis through the DTC ID System.
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8. Covenants. The Company hereby covenants and agrees that (a) as soon as
practicable, subject to the Purchasers' ownership satisfying the distribution
requirements for listing, the Company shall apply for listing the Preferred
Shares for trading on the New York Stock Exchange ("NYSE") and will use its
reasonable best efforts to obtain approval of the NYSE with respect to such
listing as soon as practicable within 30 days after the Closing Date, and if
such approval is not so obtained within 30 days, to continue to use its
reasonable best efforts to obtain such approval as soon as practicable
thereafter and (b) subject to all Purchasers consummating the purchase of the
Preferred Shares at the Closing, the Company will use the proceeds of the
offering contemplated hereby as set forth under the caption "Use of Proceeds" in
the Prospectus Supplement.
9. Termination. This Agreement may be terminated, and the transactions
contemplated hereby may be abandoned, by written notice promptly given to the
other parties hereto, at any time prior to the Closing by the Company, on the
one hand, or any Purchaser on the other, if the Closing shall not have occurred
on or prior to March 1, 2004; provided that the Company or such Purchaser, as
the case may be, shall not be entitled to terminate this Agreement pursuant to
this Section 9 if the failure of Closing to occur on or prior to such dates
results primarily from such party itself having materially breached any
representation, warranty or covenant contained in this Agreement.
10. Notices. Except as otherwise herein provided, all statements, requests,
notices and agreements shall be in writing and, if to the Purchasers, shall be
sufficient in all respects if delivered or sent by facsimile to 212-446-9181 or
by certified mail to Cohen & Steers Capital Advisors, LLC, 757 Third Avenue, New
York, New York 10017, Attention: Bradley Razook, and, if to the Company, shall
be sufficient in all respects if delivered or sent to the Company by facsimile
to 805-981-8663 or by certified mail to the Company at 22917 Pacific Coast
Highway, Suite 350, Malibu, CA 90265, Attention: Chief Financial Officer
11. Governing Law. This Agreement shall be construed in accordance with and
governed by the substantive laws of the State of New York, without regard to
conflict of laws principles.
12. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and may be
amended only in a writing that is executed by each of the parties hereto.
13. Counterparts. This Agreement may be executed in separate counterparts,
each of which shall be deemed an original, and all of which together shall be
deemed to constitute one and the same instrument. Executed counterparts may be
delivered by facsimile.
14. Construction. When used herein, the phrase "to the knowledge of" the
Company or "known to" the Company or any similar phrase means the actual
knowledge of the Chief Executive Officer, Chief Financial Officer or Chief
Operating Officer of the Company and includes the knowledge that such officers
would have obtained of the matter represented after reasonable due and diligent
inquiry of those employees of the Company whom such officers reasonably believe
would have actual knowledge of the matters represented.
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IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement
to be executed and delivered as of the date first above written.
LTC PROPERTIES, INC.
By:
----------------------------
Name:
Title:
[Signature Page for Purchase Agreement]
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Direct Purchasers
[ ]
By:
-------------------------------
Name: [ ]
Title: [ ]
[Signature Page for Purchase Agreement]
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INVESTMENT ADVISERS
[ ] on behalf of itself (solely with
respect to paragraph 4) and each Client set
forth under its name on Schedule B
By:
------------------------------------
Name: [ ]
Title:[ ]
[Signature Page for Purchase Agreement]
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CUSTOMERS
Each of the Several persons or entities listed under the
heading "Account Name" on Attachment [ ] to Schedule
C hereto
By: [ ], as agent and attorney-in-fact
By:
-------------------------------
Name
Title:
[ ] on behalf of itself and solely with
respect to paragraph 5
By:
--------------------------------------
Name
Title:
[Signature Page for Purchase Agreement]
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SCHEDULE A
NAME OF DIRECT PURCHASERS NUMBER OF SHARES
[ ] [ ]
[Signature Page for Purchase Agreement]
Schedule A - Page 1
SCHEDULE B
NAME OF INVESTMENT ADVISER NUMBER OF SHARES
[ ]
CLIENTS
[ ]
[Signature Page for Purchase Agreement]
Schedule B - Page 1
SCHEDULE C
NAME OF BROKER DEALER: NUMBER OF SHARES
[ ]
Customers for whom it is signing this Agreement as agent and
attorney-in-fact :
The amount set forth
opposite such name on
Each of the several persons or entities set forth Attachment [ ] to
under the heading "Account Name" on Attachment Schedule C hereto under
[ ] to Schedule C hereto the heading "Amount"
(in the aggregate
[ ])
SCHEDULE D
Aggregate Purchase Amount
$[ ]
[Signature Page for Purchase Agreement]
Schedule C - Page 1