EXHIBIT 10.21
AMENDED AND RESTATED EXCHANGE AGREEMENT
among
▇▇▇▇▇▇ INDUSTRIES INC.,
▇▇▇▇▇▇ MICRO INC.,
▇▇▇▇▇▇ ENTERTAINMENT INC.,
AND
THE PERSONS IDENTIFIED
ON THE SIGNATURE PAGES HEREOF
TABLE OF CONTENTS
Page
ARTICLE 1
DEFINITIONS
SECTION 1.1. Definitions.................................. 1
ARTICLE 2
EXCHANGE
SECTION 2.1. Exchange by Holders.......................... 3
SECTION 2.2. The First Closing............................ 4
SECTION 2.3. The Second Closing........................... 6
SECTION 2.4. Other Holders................................ 6
SECTION 2.5. Exercising Optionholders..................... 6
SECTION 2.6. Acknowledgement and Release.................. 7
SECTION 2.7. Surrender of Existing Certificates........... 8
SECTION 2.8. Certain Representations and
Warranties.................................. 8
SECTION 2.9. Legend....................................... 9
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF EACH HOLDER
SECTION 3.1. Private Placement............................ 9
SECTION 3.2. Ownership.................................... 10
SECTION 3.3. Tax Matters.................................. 10
SECTION 3.4. Community Property........................... 11
SECTION 3.5. Representation of the Thrift Plan............ 11
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF EACH PARTY
SECTION 4.1. Authority; No Other Action................... 11
SECTION 4.2. Binding Effect............................... 12
ARTICLE 5A
CONDITIONS TO FIRST CLOSING
SECTION 5A.1. Conditions to Obligations of the
Parties.................................... 12
SECTION 5A.2. Conditions to Obligation of the Ingram
Companies.................................. 13
SECTION 5A.3. Conditions to Obligation of the
Holders.................................... 14
SECTION 5A.4. Conditions to Obligation of Certain
Stockholders............................... 15
SECTION 5A.5. Conditions to Obligation of the Thrift
Plan....................................... 15
ARTICLE 5B
CONDITIONS TO SECOND CLOSING
SECTION 5B.1. Conditions to Obligations of the
Parties.................................... 16
SECTION 5B.2. Conditions to Obligation of Industries and
Entertainment.............................. 16
SECTION 5B.3. Conditions to Obligation of Certain
Holders.................................... 17
SECTION 5B.4. Conditions to Obligation of ▇▇▇▇▇ ▇.
▇▇▇▇▇▇..................................... 18
ARTICLE 6
CERTAIN AGREEMENTS; TAX MATTERS
SECTION 6.1. Tax Representation of the Holders............ 18
SECTION 6.2. Tax Representation of the Ingram
Companies.................................. 18
SECTION 6.3. Tax Covenant................................. 19
SECTION 6.4. Agreements of Investment Manager............. 19
SECTION 6.5. True-Up...................................... 20
SECTION 6.6. Termination of Stock Purchase Agreement
Obligations................................ 22
SECTION 6.7. Cooperation.................................. 22
SECTION 6.8. Issuance of Entertainment Common
Stock...................................... 22
ARTICLE 7
MISCELLANEOUS
SECTION 7.1. Headings..................................... 22
SECTION 7.2. Entire Agreement............................. 23
SECTION 7.3. Notices...................................... 23
SECTION 7.4. Applicable Law............................... 23
SECTION 7.5. Severability................................. 23
SECTION 7.6. Termination.................................. 24
SECTION 7.7. Successors, Assigns, Transferees............. 24
SECTION 7.8. Amendments; Waivers.......................... 24
SECTION 7.9. Counterparts................................. 26
SECTION 7.10. Remedies..................................... 26
SECTION 7.11. Consent to Jurisdiction...................... 26
SECTION 7.12. Expenses..................................... 26
Exhibit A - Form of Transfer Restrictions Agreement
Exhibit B - Form of Registration Rights Agreement
Exhibit C - Form of Board Representation Agreement
Exhibit D - Form of Amended and Restated Stock Option, SAR/ISU
Conversion and Exchange Agreement
Exhibit E - Form of Certificate of Incorporation of Micro
Exhibit F - Form of Bylaws of Micro
Exhibit G - Form of Thrift Plan Liquidity Agreement
Annex I - Industries stockholders and optionholders as of
12/31/95
Annex II - Family Stockholders
AMENDED AND RESTATED EXCHANGE AGREEMENT
AGREEMENT dated as of September 4, 1996, as amended and
restated as of October 17, 1996, among ▇▇▇▇▇▇ Industries Inc., a Tennessee
corporation ("Industries"), ▇▇▇▇▇▇ Micro Inc., a Delaware corporation
("Micro"), ▇▇▇▇▇▇ Entertainment Inc., a Tennessee corporation ("Entertainment"
and, together with Industries and Micro, the "Ingram Companies"), and each
Person listed on the signature pages hereof.
The parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.1. Definitions. (a) The following terms, as
used herein, have the following meanings:
"Board Representation Agreement" means the Board Representation
Agreement substantially in the form attached as Exhibit C hereto.
"Entertainment Common Stock" means shares of common stock,
without par value, of Entertainment.
"Exchange" means the exchange of Industries Common Stock
pursuant to Article 2.
"Exchange Securities" means the shares of Industries Common
Stock to be exchanged pursuant to Article 2.
"Family Stockholders" means the Family Stockholders set forth
on Annex II hereto.
"First Closing" means the closing of the transactions
contemplated by Section 2.2.
"Group" means any Stockholder Group, which includes the Micro
Group, the Entertainment Group, the Industries Group, the Family Group, and
the Industries Optionholder Group, in each case as indicated on Annex I
hereto.
"Holder" means each Person listed on the signature pages hereof
(other than any ▇▇▇▇▇▇ Company), each Person who becomes a party to this
Agreement pursuant to Section 2.4 or 2.5, or all of them, as the context
requires; provided that any Person who withdraws from this Agreement pursuant
to Section 7.8(d) shall cease to be a Holder effective on the date of such
withdrawal.
"HSR Act" means the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements
Act of 1976, as amended, and the rules and regulations promulgated thereunder.
"Industries Common Stock" means shares of Class A common stock
and Class B common stock, without par value, of Industries.
"Investment Manager" means State Street Bank and Trust Company,
in its capacity as investment manager with respect to the Thrift Plan.
"Micro Common Stock" means shares of Class B common stock, par
value $0.01 per share, of Micro.
"Person" means an individual, corporation, partnership, limited
liability company, trust, association or any other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.
"QTIP" means the E. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Qtip Marital Trust.
"Related Agreements" means the Transfer Restrictions Agreement
substantially in the form attached as Exhibit A hereto, the Registration
Rights Agreement substantially in the form attached as Exhibit B hereto, the
Amended and Restated Stock Option, SAR and ISU Conversion and Exchange
Agreement substantially in the form attached as Exhibit D hereto and the
Thrift Plan Liquidity Agreement.
"Reorganization Agreement" means the Amended and Restated
Reorganization Agreement dated as of September 4, 1996, as amended and
restated as of October 17, 1996, among Industries, Micro and Entertainment.
"Second Closing" means the closing of the transactions
contemplated by Section 2.3.
"Securities Act" means the Securities Act of 1933, as amended.
"Subsidiary" means, (i) with respect to Entertainment or Micro,
any entity of which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other persons
performing similar functions are directly or indirectly owned by such Person
immediately after the First Closing and (ii) with respect to Industries, any
entity (other than Entertainment or its Subsidiaries) of which securities or
other ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are
directly or indirectly owned by Industries immediately after the First Closing.
"Thrift Plan" means the Ingram Thrift Plan.
"Thrift Plan Liquidity Agreement" means the Thrift Plan
Liquidity Agreement substantially in the form attached as Exhibit G hereto.
(b) Each of the following terms is defined in the Section set
forth opposite such term:
Term Section
---- -------
Adjustment Amount 6.5
Affected Group 7.8
Charitable Trusts and
Foundation 7.8
Claims 2.6
Entertainment Tax Ruling 5B.2
Exercising Optionholder 2.5
First Closing Date 2.2
HLH&Z 5.5
Holder's Fraction 2.1
Initial Adjustment Period 6.5
Micro Tax Ruling 5A.2
Offer Period 2.4
Option Record Date 2.5
Other Holder 2.4
Required Holders 7.8
Second Closing Date 2.3
Unexchanged Shares 2.1
ARTICLE 2
EXCHANGE
SECTION 2.1. Exchange by Holders. On the terms and
subject to the conditions set forth herein, each Holder who is a member of the
Stockholder Groups hereby agrees to exchange the number of shares of
Industries Common Stock set forth opposite the name of such Holder under the
heading "III Common Stock To Be Exchanged" on Annex I; provided that the
number of shares of Industries Common Stock to be exchanged for shares of
Micro Common Stock by each Holder that is a member of the Family Group shall
be increased by an amount equal to the product of
(a) the sum (the "Unexchanged Shares") of (x) the product of
of .7599 and the aggregate number of shares of Industries Common Stock set
forth under the heading "III Common Stock Owned" on Annex I opposite the
name of each Holder that is a member of the Industries Group identified
under such heading who does not elect to participate in the Exchange
pursuant to Section 2.4; and (y) the product of .7284 and the aggregate
number of shares of Industries Common Stock acquired upon exercise after
December 31, 1995 of options held as of December 31, 1995 as set forth
under the heading "III Common Stock Owned" on Annex I opposite the name of
each Holder that is a member of the Industries Optionholder Group who does
not elect to participate in the Exchange pursuant to Section 2.4; and
(b) a fraction (the "Holder's Fraction"), the numerator of
which shall equal the number of shares of Industries Common Stock set forth
opposite the name of such Holder that is a member of the Family Group under the
heading "III Common Stock Owned" on Annex I and the denominator of which shall
equal the total number of shares of Industries Common Stock set forth opposite
the name of all Holders that are members of the Family Group under the heading
"III Common Stock Owned" on Annex I.
Except as otherwise determined by the Board of Directors of
Industries, if the Exchange Securities of any Holder constitute less than 100%
of such Holder's Industries Common Stock, the Exchange Securities of such
Holder shall, to the extent practicable, consist of 90% of Class B common
stock of Industries and 10% of Class A common stock of Industries.
SECTION 2.2. The First Closing. (a) The First Closing
shall take place at the executive offices of Industries in Nashville,
Tennessee or at such other place, and at such time, as the ▇▇▇▇▇▇ Companies
may agree following satisfaction or waiver of the conditions set forth in
Article 5A. The date and time of such closing are referred to herein as the
"First Closing Date". The First Closing shall take place in two phases as
specified below.
(b) In the first phase, the following actions shall take
place simultaneously:
(i) the Thrift Plan, pursuant to the written instructions of
the Investment Manager, shall deliver to Industries (x) certificates
representing the Exchange Securities of the Thrift Plan, duly endorsed
in blank or accompanied by a duly executed stock power and (y)
executed counterpart signature pages to each Related Agreement; and
(ii) Industries shall deliver to the Thrift Plan certificates
representing the number of shares of Micro Common Stock, rounded up
to the nearest whole share, which the Thrift Plan is entitled to
receive as set forth opposite the name of the Thrift Plan on Annex I
thereto.
(c) Immediately following the first phase, the following
actions shall take place simultaneously in the second phase:
(i) The Exchange Securities to be exchanged pursuant to
Section 2.2(c)(ii) and the other related documents tendered pursuant
to Section 2.7 shall be released from escrow to Industries;
(ii) Industries shall deliver to each Holder (other than the
Thrift Plan), certificates representing the number of shares of Micro
Common Stock which such Holder is entitled to receive as set forth
opposite the name of such Holder on Annex I, rounded up to the
nearest whole share, plus with respect to each Holder that is a
member of the Family Group, the number of shares of Micro Common
Stock, rounded up to the nearest whole share, represented by the
product of (A) such Holder's Fraction and (B) the product of 1.3729
and the Unexchanged Shares; and
(iii) Industries shall deliver to Micro for cancellation all of
the shares of Micro Common Stock that have not been delivered to the
Thrift Plan pursuant to Section 2.2(b) or to the Holders pursuant to
Section 2.2(c).
(d) If pursuant to Section 2.7 any Holder (other than a
Holder that is a member of the Entertainment Group) has delivered to
Industries certificates representing a greater number of shares of Industries
Common Stock than the number of Exchange Securities of such Holder, at the
First Closing, Industries shall deliver to such Holder a new certificate
representing the number of shares (if any) of the class of Industries Common
Stock, rounded up to the nearest whole share, to be retained by such Holder
immediately following the Exchange.
SECTION 2.3. The Second Closing. The Second Closing shall
take place at the executive offices of Industries in Nashville, Tennessee or
at such other place, and at such time, as Industries and Entertainment may
agree following satisfaction or waiver of the conditions set forth in Article
5B. The date and time of closing are referred to herein as the "Second
Closing Date". At the Second Closing:
(i) The Exchange Securities to be exchanged pursuant to
Section 2.3(ii) and the other related documents tendered pursuant to
Section 2.7 shall be released from escrow to Industries;
(ii) Industries shall deliver to each Holder identified on
Annex I hereto as being a member of the Entertainment Group,
certificates representing the number of shares of Entertainment
Common Stock, rounded up to the nearest whole share, which such
Holder is entitled to receive as set forth opposite the name of such
Holder on Annex I hereto; and
(iii) Industries shall deliver to Entertainment for
cancellation all of the shares of Entertainment Common Stock that
have not been delivered to the Holders pursuant to Section 2.3(ii).
SECTION 2.4. Other Holders. Within 15 days following
September 4, 1996, Industries shall offer each stockholder of Industries set
forth on Annex I that has not signed this Agreement on September 4, 1996
(each, an "Other Holder") the opportunity to participate in the Exchange by
exchanging the Exchange Securities of such Person on the terms and conditions
set forth on Annex I. Each Other Holder may elect to participate in the
Exchange by delivering to Industries no later than 20 business days following
the date on which the offer is made or such later date as Industries may
specify in its sole discretion following September 4, 1996 (the "Offer
Period"), an executed counterpart signature page to this Agreement and the
documents referred to in Section 2.7. Upon execution and delivery thereof to
Industries, such Other Holder shall become a party to this Agreement effective
as of September 4, 1996 and shall be bound by all of the provisions hereof.
SECTION 2.5. Exercising Optionholders. Industries shall
offer each Person listed on Annex I as being a member of the Entertainment
Group who acquires shares of Industries Common Stock upon exercise of stock
options after the First Closing Date and prior to a date (the "Option Record
Date") fixed by the board of directors of Industries, which date shall not be
more than 30 business days prior to the Second Closing Date (an "Exercising
Optionholder"), the opportunity to exchange such shares of Industries Common
Stock on the terms and conditions set forth in Sections 2.1 and 2.3 for shares
of Entertainment Common Stock. Industries shall deliver notice of the Option
Record Date promptly following determination thereof to each such Person
holding stock options that will be exercisable prior to such Option Record
Date. Each Exercising Optionholder may elect to participate in the Exchange by
delivering to Industries, no later than 20 business days following the Option
Record Date, an executed counterpart signature page to this Agreement and the
documents referred to in Section 2.7. Upon execution and delivery thereof to
Industries, such Exercising Optionholder shall become a party to this
Agreement effective as of September 4, 1996 and shall be bound by all of the
provisions hereof.
SECTION 2.6. Acknowledgement and Release. (a) Each
Holder hereby agrees that, as of September 4, 1996, the fair value of the
securities to be received by such Holder in the Exchange is equal to the fair
value of such Holder's Exchange Securities. Each Holder hereby acknowledges
that an initial public offering of Micro Common Stock is contemplated, but no
assurance can be given as to whether such public offering will be consummated
or as to the market value of the Micro securities to be sold in such public
offering or whether a market for such securities will develop or be maintained.
(b) In consideration of the Exchange and effective at the
First Closing (in the case of each Holder, with respect to Exchange Securities
of such Holder that are exchanged at the First Closing) and at the Second
Closing (in the case of each Holder that is a member of the Entertainment
Group, with respect to Exchange Securities of such Holder that are exchanged
at the Second Closing), each Holder hereby unconditionally and irrevocably
releases and discharges each ▇▇▇▇▇▇ Company and each other Person directly or
indirectly controlling, controlled by, or under common control with, such
▇▇▇▇▇▇ Company and any and all directors, officers and shareholders of any of
the foregoing, of any claim, obligation or liability, in law or in equity,
that such Holder had in the past, now has or hereafter shall or may have for,
upon or by reason of any event, matter or thing which has occurred from the
beginning of the world to the First Closing Date or the Second Closing Date,
respectively (the "Claims"), arising out of or relating to such Holder's
ownership of Industries Common Stock, including without limitation (i) Claims
alleging that such Holder has a right to receive additional or different
consideration in the Exchange and (ii) Claims against directors of any ▇▇▇▇▇▇
Company alleging a breach of fiduciary duty of such directors arising in
connection with the transactions contemplated hereby or by the Board
Representation Agreement, the Related Agreements, the Reorganization Agreement
or the Ancillary Agreements (as defined in the Reorganization Agreement) or
any other agreement referred to herein or therein, except that no Holder shall
agree hereby to waive any such Claim to the extent that any such director was
not acting in good faith.
SECTION 2.7. Surrender of Existing Certificates. (a)
Except as otherwise provided in Section 2.7(b), concurrently with the
execution by each Holder (other than the Thrift Plan) of this Agreement, such
Holder will deliver to Industries in escrow pending the consummation of the
First Closing or the Second Closing, as applicable, executed counterpart
signature pages to each Related Agreement and all certificates representing
the Exchange Securities owned by such Holder. Each certificate representing
such Exchange Securities shall be duly endorsed in blank or accompanied by a
duly executed stock power. Each Holder that is an Exercising Optionholder
also will deliver to Industries in escrow pending the consummation of the
Second Closing executed counterpart signature pages to an agreement pursuant
to which such Holder would be subject to certain restrictions on the ability
of such Holder to transfer shares of Entertainment Common Stock to be received
by such Holder in the Exchange (which restrictions will be similar to the
restrictions applicable to the Exchange Securities of Holder immediately prior
to the Second Closing).
(b) Notwithstanding anything to the contrary in Section
2.7(a), (i) no later than two days prior to the First Closing Date, each of
the Family Stockholders, the QTIP and the Charitable Trusts and Foundation
will deliver to Industries in escrow pending consummation of the First Closing
all certificates representing the Exchange Securities owned by such Holder,
duly endorsed in blank or accompanied by a duly executed stock power, and (ii)
all certificates representing Exchange Securities which are currently pledged
to Nationsbank, N.A., Nationsbank of Tennessee, N.A. or First American
National Bank shall be delivered by the pledgee to Industries at the First
Closing (or, in the case of Exchange Securities to be exchanged at the Second
Closing pursuant to Section 2.3, at the Second Closing), duly endorsed as
described above.
(c) Certificates representing Exchange Securities held in
escrow pursuant to this Section 2.7 shall promptly be returned to the Holder
thereof upon any termination of this Agreement pursuant to Section 7.6.
SECTION 2.8. Certain Representations and Warranties.
Micro represents and warrants to each Holder as of September 4, 1996 and as of
the First Closing Date that the shares of Micro Common Stock to be delivered
pursuant to Section 2.2 are validly issued, fully paid and non-assessable.
Entertainment represents and warrants to each Holder as of September 4, 1996
and as of the Second Closing Date that the shares of Entertainment Common
Stock to be delivered pursuant to Section 2.3 are validly issued, fully paid
and non-assessable.
SECTION 2.9. Legend. Each certificate representing a
share of Micro Common Stock or Entertainment Common Stock to be acquired
pursuant to this Agreement shall (except as provided below) include any
legends required pursuant to applicable securities laws and a legend in
substantially the following form:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE OR FOREIGN SECURITIES LAWS
AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH.
Any Holder or transferee of a share of Micro Common Stock or Entertainment
Common Stock may, upon providing evidence (including without limitation an
opinion of counsel) reasonably satisfactory to Micro or Entertainment,
respectively, that such share either is not a "restricted security" (as
defined in Rule 144 promulgated under the Securities Act) or may be sold
pursuant to Rule 144(k) promulgated under the Securities Act, exchange the
certificate representing such share for a new certificate that does not bear
such legend.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF EACH HOLDER
Each Holder hereby represents and warrants to each ▇▇▇▇▇▇
Company as of September 4, 1996, as of October 17, 1996, as of the First
Closing Date and, in the case of any Holder that is a member of the
Entertainment Group, as of the Second Closing Date, as follows:
SECTION 3.1. Private Placement. (a) Such Holder
understands that (i) the Exchange and the delivery of securities in the
Exchange as contemplated hereby is intended to be exempt from registration
under the Securities Act pursuant to Section 4(2) of the Securities Act and
(ii) there is no existing public or other market for such securities and,
except as otherwise provided in the Related Agreements, there can be no
assurance that such Holder will be able to sell or dispose of the securities
delivered to such Holder pursuant to the terms hereof.
(b) The securities to be acquired by such Holder pursuant to
this Agreement are being acquired for its own account for investment and
without a view to the public distribution of such securities or any interest
therein.
(c) Unless Industries has been notified in writing to the
contrary prior to September 4, 1996, such Holder is an "Accredited Investor"
as such term is defined in Regulation D promulgated under the Securities Act.
(d) Such Holder has sufficient knowledge and experience in
financial and business matters so as to be capable of evaluating the merits
and risks of its investment in the securities to be acquired by such Holder
pursuant to this Agreement and such Holder is capable of bearing the economic
risks of such investment, including a complete loss of its investment in such
securities, since such securities may not be transferred except as provided in
the Related Agreements.
(e) Such Holder has been given the opportunity to ask
questions of, and receive answers from the Ingram Companies concerning the
Ingram Companies, the securities to be acquired by such Holder pursuant to
this Agreement, the transactions contemplated hereby and by the Reorganization
Agreement and other related matters. Such Holder further represents and
warrants to each ▇▇▇▇▇▇ Company that such ▇▇▇▇▇▇ Company has made available to
such Holder or its agents all documents and information relating to an
investment in such securities requested by or on behalf of such Holder. In
evaluating the suitability of an investment in such securities, such Holder
has not relied upon any other representations or other information (whether
oral or written) made by or on behalf of any ▇▇▇▇▇▇ Company.
(f) Such Holder understands that (i) the securities to be
acquired by such Holder pursuant to this Agreement may not be transferred
except in compliance with the provisions of the Related Agreements and (ii)
such securities will bear a legend to such effect.
SECTION 3.2. Ownership. Except as set forth on Schedule
3.2, such Holder is the record and beneficial owner of the Exchange Securities
of such Holder. Except as set forth on Schedule 3.2, such Exchange Securities
are and, as of the First Closing (and, if such Holder is a member of the
Entertainment Group, as of the Second Closing) will be, free and clear of any
lien, pledge, charge, security interest or encumbrance of any kind and any
other limitation or restriction (including without limitation any restriction
on the right to vote, sell or otherwise dispose of such Exchange Securities).
SECTION 3.3. Tax Matters. There is no plan or intention
by such Holder to sell, exchange, transfer by gift or otherwise dispose of any
of such Holder's stock in any of the Ingram Companies subsequent to the
Exchange.
SECTION 3.4. Community Property. If such Holder's
Exchange Securities constitute community property, this Agreement has been
executed and delivered by such Holder's spouse, who shall be bound hereby, and
the representations and warranties contained in Article 3 (other than the
first sentence of Section 3.2), Article 4 and Section 6.2 are true and correct
as to such spouse.
SECTION 3.5. Representation of the Thrift Plan. If such
Holder is the Thrift Plan, the Investment Manager has made the determination
as of September 4, 1996 that the exchange of the Thrift Plan's shares of
Industries Common Stock for Micro Common Stock is prudent and in the best
interest of the Thrift Plan participants and beneficiaries.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF EACH PARTY
Each party hereto hereby represents and warrants to each other
party hereto as of September 4, 1996, as of October 17, 1996, as of the First
Closing Date and, in the case of Entertainment, Industries and each Holder
that is a member of the Entertainment Group, as of the Second Closing Date, as
follows:
SECTION 4.1. Authority; No Other Action. (a) Such
Person, if an individual, has the legal capacity to enter into this Agreement
and each Related Agreement. If such Person is not an individual, the
execution, delivery and performance by such Person of this Agreement and each
Related Agreement are within such Person's powers and have been duly
authorized on its part by all requisite action.
(b) No action by or in respect of, or filing with, any
governmental authority, agency or official is required for the execution,
delivery and performance by such Person of this Agreement and each Related
Agreement, other than compliance with any applicable requirements of the HSR
Act. The execution, delivery and performance by such Person of this Agreement
and each Related Agreement do not (i) contravene or conflict with or
constitute a violation of any provision of any existing law, regulation,
judgment, injunction, order or decree binding upon or applicable to such
Person or (ii) after giving effect to the actions to be taken in connection
with the First Closing and, if applicable, the Second Closing, require any
further consent, approval or other action by any other Person or constitute a
default under any provision of any material agreement, contract, indenture,
lease or other instrument binding upon such Person or any material license,
franchise, permit or other similar authorization held by such Person which
would have a material adverse effect on the business, financial condition or
prospects of any such Person.
SECTION 4.2. Binding Effect. This Agreement has been duly
executed by such Person and constitutes, and, when executed and delivered,
each Related Agreement shall constitute, a valid and binding agreement of such
Person.
ARTICLE 5A
CONDITIONS TO FIRST CLOSING
SECTION 5A.1. Conditions to Obligations of the Parties.
The obligations of each party to consummate the First Closing are subject to
the satisfaction of the following conditions:
(i) any applicable waiting period under the HSR Act
relating to the consummation of the First Closing and the
transactions contemplated by the Reorganization Agreement and the
other agreements referred to herein or therein shall have expired or
been terminated;
(ii) no provision of any applicable law or regulation and
no judgment, injunction, order or decree shall prohibit the
consummation of the First Closing or the transactions contemplated by
the Reorganization Agreement and the other agreements referred to
herein or therein;
(iii) all actions by or in respect of or filings with any
governmental body, agency, official or authority required to permit
the consummation of the First Closing and the transactions
contemplated by the Reorganization Agreement and the other agreements
referred to herein or therein shall have been taken, made or obtained;
(iv) the Related Agreements, the Board Representation
Agreement, the Reorganization Agreement and the Ancillary Agreements
(as defined in the Reorganization Agreement) shall have been executed
and delivered by each of the parties thereto and shall be in full
force and effect; and
(v) the certificate of incorporation and bylaws of Micro
shall be substantially in the forms attached as Exhibits E and F,
respectively.
SECTION 5A.2. Conditions to Obligation of the ▇▇▇▇▇▇
Companies. The obligation of each ▇▇▇▇▇▇ Company to consummate the First
Closing is subject to the satisfaction of the following further conditions:
(i) (A) each Holder shall have performed in all material
respects all of its obligations under this Agreement and any other
agreement, certificate or other writing delivered in connection
herewith required to be performed by it on or prior to the First
Closing Date and (B) the representations and warranties of each
Holder contained in this Agreement and in any other agreement,
certificate or other writing delivered in connection herewith shall
be true at and as of the First Closing Date, as if made at and as of
such date;
(ii) (A) a ruling (the "Micro Tax Ruling") with respect to the
federal income tax consequences of the transactions contemplated by
Section 2.2 and by the Reorganization Agreement and the other
agreements referred to herein and therein in form and substance
reasonably satisfactory to Industries (and which may be in the same
ruling as the Entertainment Tax Ruling) shall have been received and
shall not have been revoked and (B) nothing shall have come to the
attention of the Board of Directors of Industries that causes them to
conclude, after consideration of advice of tax counsel and all other
facts and circumstances that they deem appropriate, that significant
questions exist as to the validity of the Micro Tax Ruling as applied
to the transactions contemplated hereby and by the Reorganization
Agreement and the other agreements referred to herein and therein;
(iii) each ▇▇▇▇▇▇ Company shall have received an opinion of
▇▇▇▇▇▇▇▇▇, Will & ▇▇▇▇▇, counsel to the Investment Manager, dated the
date of the First Closing, to the effect that the transactions
contemplated to be entered into by the Thrift Plan at the First
Closing and the consummation thereof will not constitute prohibited
transactions under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended, or Section 4975 of the Internal
Revenue Code of 1986, as amended;
(iv) all third party non-governmental consents, authorizations
and approvals required in connection with the consummation of the
First Closing and the transactions contemplated by the Reorganization
Agreement and the other agreements referred to herein or therein
shall have been received, in each case in form and substance
reasonably satisfactory to Industries, and no such consent,
authorization or approval shall have been revoked;
(v) all receivables, payables and other liabilities (other
than loans made to or by any stockholder of Industries and other than
purchases and sales of goods in the ordinary course of business)
owing between Industries, Entertainment or any of their respective
Subsidiaries, on the one hand, and Micro or any of its Subsidiaries,
on the other hand, shall have been settled and repaid;
(vi) agreements relating to the transactions referred to on
Schedule 5A.2(vi) shall have been executed and delivered by the
parties thereto and shall be in full force and effect, and the
conditions to closing of each such agreement shall have been
satisfied;
(vii) the Offer Period referred to in Section 2.4 shall have
expired; and
(viii) the exchanges and conversions contemplated to occur on
or prior to the First Closing by the Amended and Restated Stock
Option, SAR and ISU Conversion and Exchange Agreement substantially
in the form attached as Exhibit D hereto shall have occurred (or
shall occur concurrently with the First Closing).
SECTION 5A.3. Conditions to Obligation of the Holders. The
obligation of each Holder to consummate the First Closing is subject to the
satisfaction of the following further conditions that (i) each ▇▇▇▇▇▇ Company
shall have performed in all material respects all of its obligations under
this Agreement and any other agreement, certificate or other writing delivered
in connection herewith required to be performed by it at or prior to the First
Closing Date and (ii) the representations and warranties of each ▇▇▇▇▇▇
Company contained in this Agreement and in any other agreement, certificate or
other writing delivered in connection herewith shall be true at and as of the
First Closing Date, as if made at and as of such date.
SECTION 5A.4. Conditions to Obligation of Certain
Stockholders. The obligation of each of the Family Stockholders and the QTIP
to consummate the First Closing is subject to the satisfaction of the further
conditions that (i) the Micro Tax Ruling, in form and substance reasonably
satisfactory to each of the Family Stockholders and the QTIP, shall have been
received and shall not have been revoked and (ii) nothing shall have come to
the attention of any Family Stockholder or the QTIP that causes them to
conclude, after consideration of advice of tax counsel and all other facts and
circumstances that they deem appropriate, that significant questions exist as
to the validity of the Micro Tax Ruling as applied to the transactions
contemplated hereby and by the Reorganization Agreement and the other
agreements referred to herein and therein.
SECTION 5A.5. Conditions to Obligation of the Thrift Plan.
The obligation of the Thrift Plan to consummate the First Closing is subject
to the satisfaction of the following further conditions:
(i) the Thrift Plan shall have received an opinion dated the
date of the First Closing of ▇▇▇▇▇▇▇▇▇, Will & ▇▇▇▇▇, counsel to the
Investment Manager, in form and substance satisfactory to the
trustees of the Thrift Plan, to the effect that the transactions to
be entered into by the Thrift Plan, at the First Closing and the
consummation thereof will not constitute prohibited transactions
under Section 406 of the Employee Retirement Income Security Act of
1974, as amended, or Section 4975 of the Internal Revenue Code of
1986, as amended;
(ii) the Investment Manager of the Thrift Plan shall have
received a written opinion from Houlihan, Lokey, ▇▇▇▇▇▇ & ▇▇▇▇▇
("HLH&Z") to the effect that (A) the fair market value of the shares
of Micro Common Stock to be received by the Thrift Plan pursuant to
Section 2.2 is at least equal to the fair market value of the
Exchange Securities of the Thrift Plan and (B) the terms and
conditions of the Exchange are fair and reasonable to the Thrift Plan
from a financial point of view;
(iii) the Investment Manager shall have provided the written
direction to the trustees of the Thrift Plan contemplated under
Section 2.2(b)(i); and
(iv) Nothing shall have come to the attention of the
Investment Manager that causes it to conclude that its decision to
exchange the Thrift Plan's shares of Industries Common Stock for
Micro Common Stock was not prudent or in the best interest of the
Thrift Plan participants and beneficiaries.
ARTICLE 5B
CONDITIONS TO SECOND CLOSING
SECTION 5B.1. Conditions to Obligations of the Parties.
The obligations of Industries, Entertainment and each Holder that is a member
of the Entertainment Group to consummate the Second Closing are subject to the
satisfaction of the following conditions:
(i) any applicable waiting period under the HSR Act
relating to the consummation of the Second Closing and the
transactions contemplated by the Reorganization Agreement and the
other agreements referred to herein or therein shall have expired or
been terminated;
(ii) no provision of any applicable law or regulation and
no judgment, injunction, order or decree shall prohibit the
consummation of the Second Closing or the transactions contemplated
by the Reorganization Agreement and the other agreements referred to
herein or therein; and
(iii) all actions by or in respect of or filings with any
governmental body, agency, official or authority required to permit
the consummation of the Second Closing and the transactions
contemplated by the Reorganization Agreement and the other agreements
referred to herein or therein shall have been taken, made or obtained.
SECTION 5B.2. Conditions to Obligation of Industries and
Entertainment. The obligation of Industries and Entertainment to consummate
the Second Closing is subject to the satisfaction of the following further
conditions:
(i) (A) each Holder that is a member of the Entertainment
Group shall have performed in all material respects all of its
obligations under this Agreement and any other agreement, certificate
or other writing delivered in connection herewith required to be
performed by it on or prior to the Second Closing Date and (B) the
representations and warranties of each Holder that is a member of the
Entertainment Group contained in this Agreement and in any other
agreement, certificate or other writing delivered in connection
herewith shall be true at and as of the Second Closing Date, as if
made at and as of such date;
(ii) (A) a ruling (the "Entertainment Tax Ruling") with
respect to the federal income tax consequences of the transactions
contemplated by Section 2.3 and the other agreements referred to
herein in form and substance reasonably satisfactory to Industries
(and which may be in the same ruling as the Micro Tax Ruling) shall
have been received and shall not have been revoked and (B) nothing
shall have come to the attention of the Board of Directors of
Industries that causes them to conclude, after consideration of
advice of tax counsel and all other facts and circumstances that they
deem appropriate, that significant questions exist as to the validity
of the Entertainment Tax Ruling as applied to the transactions
contemplated hereby and the other agreements referred to herein;
(iii) all third party non-governmental consents,
authorizations and approvals required in connection with the
consummation of the Second Closing and the transactions contemplated
by the Reorganization Agreement and the other agreements referred to
herein or therein shall have been received, in each case in form and
substance reasonably satisfactory to Industries, and no such consent,
authorization or approval shall have been revoked;
(iv) all receivables, payables and other liabilities (other
than loans made to or by any stockholder of Industries and other than
purchases and sales of goods in the ordinary course of business)
owing between Industries or any of its Subsidiaries, on the one hand,
and Entertainment or any of its Subsidiaries, on the other hand,
shall have been settled and repaid; and
(v) the exchanges and conversions contemplated to occur on
or prior to the Second Closing by the Amended and Restated Stock
Option, SAR and ISU Conversion and Exchange Agreement substantially
in the form attached as Exhibit D hereto shall have occurred (or
shall occur concurrently with the Second Closing).
SECTION 5B.3. Conditions to Obligation of Certain Holders.
The obligation of each Holder that is a member of the Entertainment Group to
consummate the Second Closing is subject to the satisfaction of the following
further conditions that (i) each of Industries and Entertainment shall have
performed in all material respects all of its obligations under this Agreement
and any other agreement, certificate or other writing delivered in connection
herewith required to be performed by it at or prior to the Second Closing Date
and (ii) the representations and warranties of Industries and Entertainment
contained in this Agreement and in any other agreement, certificate or other
writing delivered in connection herewith shall be true at and as of the Second
Closing Date, as if made at and as of such date.
SECTION 5B.4. Conditions to Obligation of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇.
The obligation of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ to consummate the Second Closing is subject
to the satisfaction of the further conditions that (i) the Entertainment Tax
Ruling, in form and substance reasonably satisfactory to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
shall have been received and shall not have been revoked and (ii) nothing
shall have come to the attention of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ that causes him to
conclude, after consideration of all other facts and circumstances that he
deems appropriate, that significant questions exist as to the validity of the
Entertainment Tax Ruling as applied to the transactions contemplated hereby
and the other agreements referred to herein.
ARTICLE 6
CERTAIN AGREEMENTS; TAX MATTERS
SECTION 6.1. Tax Representation and Covenant of the
Holders. Each Holder hereby represents and warrants to each ▇▇▇▇▇▇ Company as
of September 4, 1996, as of the First Closing Date and, if such Holder is a
member of the Entertainment Group, as of the Second Closing Date, that there
is no plan or intention by such Holder to sell, exchange, transfer by gift or
otherwise dispose of any of such Holder's stock in any of the ▇▇▇▇▇▇ Companies
subsequent to the Exchange. Each Holder that is a member of the Entertainment
Group hereby agrees not to sell, exchange, or otherwise transfer any of such
Holder's shares of Entertainment Common Stock subsequent to the Second Closing
to any entity formed for the purpose of holding all of the outstanding shares
of Entertainment Common Stock unless such Holder first obtains an opinion from
recognized tax counsel acceptable to the ▇▇▇▇▇▇ Companies, or a ruling from the
Internal Revenue Service, that such sale, exchange, transfer or other
disposition will not affect the qualification of the transactions contemplated
by this Agreement for tax-free treatment under Section 355 of the Internal
Revenue Code of 1986, as amended.
SECTION 6.2. Tax Representation of the ▇▇▇▇▇▇ Companies.
Each ▇▇▇▇▇▇ Company represents and warrants to each Holder as of September 4,
1996 and as of the First Closing Date that such ▇▇▇▇▇▇ Company has no plan or
intention to liquidate, merge or consolidate with any other Person, or to sell
or otherwise dispose of its assets other than in the ordinary course of
business following the First Closing. Each of Industries and Entertainment
further represents and warrants to each Holder as of September 4, 1996 and as
of the Second Closing Date that it has no plan or intention to liquidate,
merge or consolidate with any other Person, or to sell or otherwise dispose of
its assets other than in the ordinary course of business following the Second
Closing.
SECTION 6.3. Tax Covenant. Each ▇▇▇▇▇▇ Company covenants
that, during the two-year period following the First Closing (and, with
respect to Industries and Entertainment, during the two-year period following
the Second Closing), it will not, and will not enter into any agreement to,
(i) liquidate, merge or consolidate with any other Person, or sell, exchange,
distribute or otherwise dispose of any material asset other than in the
ordinary course of business; (ii) redeem or reacquire any of its capital stock
transferred pursuant to this Agreement (except for the redemption of the stock
held by an employee or by the Thrift Plan on behalf of an employee upon the
employee's termination or death in accordance with the terms of (x) an
applicable stock purchase agreement or a repurchase agreement referred to in
Section 4.4 of the Reorganization Agreement, (y) Section 2.6 or Section
2.7(a)(ii) of the Transfer Restrictions Agreement or (z) the Thrift Plan
Liquidity Agreement) or, in the case of Industries, any of the Industries
common stock outstanding as of the First Closing or the Second Closing, as the
case may be, that is not transferred pursuant to this Agreement (except for the
redemption of the stock held by an employee upon such employee's termination
or death in accordance with the terms of an applicable stock purchase
agreement or a repurchase agreement referred to in Section 4.4 of the
Reorganization Agreement); (iii) cease to conduct the principal active trade
or business conducted by it during the five years immediately preceding the
First Closing or the Second Closing, as the case may be; or (iv) otherwise
take any actions inconsistent with the facts and representations set forth in
the Tax Ruling; provided that such ▇▇▇▇▇▇ Company may take an action
inconsistent with any of the foregoing covenants if it first obtains an
opinion from recognized tax counsel acceptable to the other ▇▇▇▇▇▇ Companies,
or a ruling from the Internal Revenue Service, that such action will not
affect the qualification of the transactions contemplated by this Agreement
for tax-free treatment under Section 355 of the Internal Revenue Code of 1986,
as amended.
SECTION 6.4. Agreements of Investment Manager. (a) The
Investment Manager represents and warrants to each Holder as of September 4,
1996 that it has received written confirmation, attached hereto as Schedule
6.4, from HLH&Z that HLH&Z will deliver the opinion contemplated pursuant to
Section 5A.5(ii), provided that, immediately after the First Closing (and
without giving effect to any shares of Micro Common Stock to be issued in the
initial public offering of Micro), the Thrift Plan will own shares of Micro
Common Stock representing not less than 9.1% (as adjusted to reflect rounding
and any sale of Micro Common Stock to the Chief Executive Officer of Micro) of
all shares of Micro Common Stock outstanding at such time.
(b) The Investment Manager hereby agrees to cooperate with
the ▇▇▇▇▇▇ Companies and HLH&Z in connection with obtaining the opinion from
HLH&Z referred to in Section 5A.5(ii). The Investment Manager hereby further
agrees to deliver the written direction to the trustees of the Thrift Plan
referred to in Section 2.2(b)(i) and 5A.5(iii) promptly following receipt of
such HLH&Z opinion.
(c) The Investment Manager hereby agrees (i) to deliver to
the trustees of the Thrift Plan the written direction contemplated pursuant to
Section 2.2(b)(i), provided that the applicable conditions to the obligation of
the Thrift Plan set forth in Article 5A are satisfied or waived and (ii) to
direct the trustees of the Thrift Plan to enter into the Exchange Agreement on
behalf of the Thrift Plan.
SECTION 6.5. True-Up. (a) (i) Subject to Section 6.5(b),
each ▇▇▇▇▇▇ Company hereby agrees that, at or immediately prior to the First
Closing, the Adjustment Amount (as defined below) shall be allocated 23.01% to
Industries, 72.84% to Micro and 4.15% to Entertainment. Such allocation shall
be made through appropriate adjustments effected by way of dividends or capital
contributions to balance (A) the actual amount which each of Industries, Micro
and Entertainment and their respective Subsidiaries have contributed to the
Adjustment Amount with (B) the respective share of the Adjustment Amount to be
allocated to each of them pursuant to the foregoing sentence. As used herein,
"Adjustment Amount" shall mean the sum of (i) consolidated net income as
reported in Industries' unaudited interim financial statements for the period
(the "Initial Adjustment Period") commencing January 1, 1996 and ending (x) on
the last day of the full accounting month ended immediately prior to the First
Closing Date (if the First Closing Date occurs later than the 15th day of the
month) or (y) the last day of the second full accounting month ended prior to
the First Closing Date (if the First Closing Date occurs on or prior to the
15th day of the month) and (ii) the consolidated net income of Industries, as
projected by Industries, for the period commencing on the first day following
the end of the Initial Adjustment Period and ending on the last day of the
fiscal year, assuming for purposes of this clause (ii) that the First Closing
does not occur during such fiscal year; provided that the Adjustment Amount
shall be determined without giving effect to (a) any net income or losses
related to IMS or IPSI (each, as defined in the Reorganization Agreement), (b)
the after-tax effect of the Industries LIFO provision for such period, (c) any
accrual for expenses related to the transactions contemplated hereby, by the
Related Agreements, by the Reorganization Agreement or by the Ancillary
Agreements (as defined in the Reorganization Agreement), (d) any non-cash
charges related to Micro's stock option plans or (e) any expenses referred to
in Section 7.12 of this Agreement; provided further that the Adjustment Amount
shall be increased or decreased by such other amounts as the ▇▇▇▇▇▇ Companies
may agree.
(ii) Subject to Section 6.5(b), each of Industries and
Entertainment hereby agree that, at or prior to the Second Closing, the
Adjustment Amount shall be recalculated; provided that for purposes of such
recalculation, the consolidated net income of Industries for the period
commencing on the first day following the end of the Initial Adjustment Period
and ending on the last day of the fiscal year during which the First Closing
occurred shall be based on the actual net income of Industries and its
Subsidiaries and Entertainment and its Subsidiaries during such period (with
the net income of Micro and its Subsidiaries continuing to be as projected in
Section 6.5(a)). Such recalculation shall continue to assume that the First
Closing did not occur during such fiscal year. Following such recalculation,
appropriate adjustments shall be made between Industries and Entertainment in
the manner described in Section 6.5(a)(i) such that, after taking into account
any adjustments made at or immediately prior to the First Closing pursuant to
Section 6.5(a)(i), the recalculated Adjustment Amount shall (to the extent
possible) be allocated 23.01% to Industries and 4.15% to Entertainment.
(b) Notwithstanding anything herein to the contrary, the
parties agree that, in consideration of distributions to Industries previously
made by Micro and Entertainment, no costs and expenses shall be allocated to,
and no liabilities or obligations shall be assumed or borne by, Micro or
Entertainment pursuant to Section 6.5(a) or Section 7.12 of this Agreement or
pursuant to Article 3 of the Reorganization Agreement, until the aggregate of
such costs, expenses, liabilities and obligations shall exceed $20,778,000, in
the case of Micro, or $1,160,000, in the case of Entertainment, in which event
such allocation or assumption shall be made only to the extent of such excess.
To the extent that the aggregate of such costs, expenses, liabilities and
obligations is less than $20,778,000 in the case of Micro, or $1,160,000 in
the case of Entertainment, Industries shall make a payment in the amount of
such difference to Micro or Entertainment, as the case may be.
SECTION 6.6. Termination of Stock Purchase Agreement
Obligations. Industries and each Holder who is a party to a stock purchase
agreement with Industries hereby acknowledges that all obligations of the
other party to such stock purchase agreement will cease with respect to all
shares of Industries common stock of such Holder that are exchanged for shares
of Micro Common Stock or Entertainment Common Stock pursuant to this
Agreement. Such cessation shall be effective at the First Closing with
respect to shares of Industries common stock exchanged for Micro Common Stock
and at the Second Closing with respect to shares of Industries common stock
exchanged for Entertainment Common Stock.
SECTION 6.7. Cooperation. Each Holder agrees to cooperate
with Micro in connection with the initial registered public offering of shares
of Micro Common Stock. Without limiting the generality of the foregoing, each
Holder agrees to execute and deliver such documents, certificates, agreements
and other writings (including without limitation any lock-up agreement
requested by the underwriters) and to take such other actions requested by
Micro in connection with the consummation of such initial public offering.
SECTION 6.8. Issuance of Entertainment Common Stock. The
parties hereto agree that if a stock option of Industries is exercised by a
Person listed on Annex I as being a member of the Entertainment Group after
the First Closing Date and prior to the Option Record Date, Industries shall
subscribe for, and shall cause Entertainment to issue, 3.68 shares of
Entertainment Common Stock for each option to purchase one share of Industries
Common Stock that is so exercised (which aggregate number of shares of
Entertainment Common Stock issued in respect of the exercise of stock options
by any such member of the Entertainment Group shall be rounded up to the
nearest whole share). In consideration for such issuance, Industries shall
make a capital contribution to Entertainment in an amount equal to the sum of
(i) the aggregate exercise price received by Industries in connection with any
such exercise and (ii) the estimated tax benefit to be realized by Industries
as a result of any such exercise of nonqualified options.
ARTICLE 7
MISCELLANEOUS
SECTION 7.1. Headings. The headings in this Agreement are
for convenience of reference only and shall not control or affect the meaning
or construction of any provision hereof.
SECTION 7.2. Entire Agreement. This Agreement, the Board
Representation Agreement, the Related Agreements, the Reorganization Agreement
and the Ancillary Agreements (as defined in the Reorganization Agreement)
constitute the entire agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein. This Agreement
and such other agreements supersede all prior agreements and understandings
between the parties hereto and thereto with respect to the subject matter
hereof and thereof.
SECTION 7.3. Notices. Any notice, request, instruction or
other document to be given hereunder by any party hereto to another party
hereto shall be in writing (including telecopier or similar writing) and shall
be given to such party at its address set forth on the signature pages hereof,
or to such other address as the party to whom notice is to be given may
provide in a written notice to the party giving such notice, a copy of which
written notice shall be on file with the Secretary of Industries. If notice
is given pursuant to this Section of a permitted successor or assign of a
party to this Agreement, then notice shall thereafter be given as set forth
above to such successor or assign of such party to this Agreement. Each such
notice, request or other communication shall be effective (i) if given by
telecopy, when such telecopy is transmitted to the telecopy number specified
on the signature pages hereof and electronic or oral confirmation of receipt
is received, (ii) if given by mail, at the close of business on the third
business day after such communication is deposited in the mails with first
class postage prepaid addressed as aforesaid or (iii) if given by any other
means, when delivered at the address specified in this Section 7.3.
SECTION 7.4. Applicable Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of
Tennessee without regard to the conflicts of law rules of such state.
SECTION 7.5. Severability. The invalidity or
unenforceability of any provisions of this Agreement in any jurisdiction shall
not affect the validity, legality or enforceability of the remainder of this
Agreement in such jurisdiction or the validity, legality or enforceability of
this Agreement, including any such provision, in any other jurisdiction, it
being intended that all rights and obligations of the parties hereunder shall
be enforceable to the fullest extent permitted by law.
SECTION 7.6. Termination. (a) This Agreement may be
terminated in its entirety at any time prior to the First Closing at the
election of Industries or the holders of a majority of the outstanding shares
of Industries Common Stock for any reason or for no reason without any
liability to any Person.
(b) This Agreement may be terminated with respect to the
transactions contemplated to take place at the Second Closing at any time
prior to the Second Closing at the election of Industries or the holders of a
majority of the outstanding shares of Industries Common Stock or ▇▇▇▇▇ ▇.
▇▇▇▇▇▇ for any reason or for no reason without any liability to any Person.
This Agreement shall terminate with respect to the transactions contemplated
to take place at the Second Closing if the Second Closing does not occur prior
to December 31, 1997.
SECTION 7.7. Successors, Assigns, Transferees. No Holder
or Ingram Company may assign or otherwise transfer any of its rights under
this Agreement without the consent of each Ingram Company. This Agreement is
binding upon the parties to this Agreement and their respective legal
representatives, heirs, devisees, legatees, beneficiaries and successors and
permitted assigns and inures to the benefit of the parties to this Agreement
and their respective permitted legal representatives, heirs, devisees,
legatees, beneficiaries and other permitted successors and assigns, if any.
Neither this Agreement nor any provision hereof shall be construed so as to
confer any right or benefit upon any Person other than the parties to this
Agreement, those who agree to be bound hereby and their respective permitted
legal representatives, heirs, devisees, legatees, beneficiaries and other
permitted successors and assigns. References to a party to this Agreement are
also references to any permitted successor or assign of such party and, when
appropriate to effect the binding nature of this Agreement for the benefit of
another party, any other successor or assign of a party.
SECTION 7.8. Amendments; Waivers. (a) No failure or
delay on the part of any party in exercising any right, power or privilege
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, power or privilege. The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.
(b) Neither this Agreement nor any term or provision hereof
may be amended or waived except by an instrument in writing:
(i) signed by (x) each of the Family Stockholders, (y) each
Ingram Company, following approval of such amendment or waiver by the
Board of Directors of such Ingram Company and (z) the Thrift Plan;
provided that the Thrift Plan is materially adversely affected by
such amendment or waiver; and
(ii) approved by the Holders that are members of each Group
which is materially adversely affected by such amendment or waiver
(an "Affected Group"); provided that the approval referred to in this
clause (ii) shall be deemed to have been received with respect to any
Affected Group (A) if Industries has not received written notice of
disapproval within ten business days after effective delivery of the
proposed amendment or waiver signed by (x) the Holders of at least
66% of the shares of Industries Common Stock (other than shares held
by the Family Stockholders and the Thrift Plan) held by all members
of such Affected Group (other than the Family Stockholders and the
Thrift Plan) and (y) at least 66% of the members (other than the
Family Stockholders and the Thrift Plan) of each such Affected Group
(the Persons referred to in clause (x) and (y) above are hereinafter
referred to as the "Required Holders"), or (B) if the amendment or
waiver is signed by the Holders of more than 33% of the shares of
Industries Common Stock (other than shares held by the Family
Stockholders and the Thrift Plan) held by the members of such
Affected Group or by more than 33% of the members (other than the
Family Stockholders or the Thrift Plan) of such Affected Group;
provided further that for purposes of this clause (ii), the Micro
Group shall be divided into two Groups, the first of which shall
include the E. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1995 Charitable Remainder 5% Unitrust,
the ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Foundation, the E. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1994
Charitable Lead Annuity Trust (collectively, the "Charitable Trusts
and Foundation") and the QTIP, and the second of which shall include
all other members of the Micro Group (other than the Family
Stockholders and the Thrift Plan).
(c) Industries shall deliver prompt written notice to each
other party hereto of any amendment or waiver to this Agreement approved
pursuant to this Section.
(d) Any Holder (other than an Ingram Stockholder, the QTIP,
the Charitable Trusts and Foundation or the Thrift Plan) who is materially
adversely affected by an amendment approved pursuant to this Section and who
did not execute such amendment pursuant to clause (b) above shall have the
right to withdraw as a party to this Agreement by written notice to Industries
delivered within 10 days following receipt of the notice described in clause
(c) above, in which event such Holder shall not participate in the Exchange
and shall retain its shares of Industries Common Stock.
SECTION 7.9. Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall be an original with the
same effect as if the signatures thereto and hereto were upon the same
instrument.
SECTION 7.10. Remedies. The parties hereby acknowledge and
agree that in the event of any breach of this Agreement, the parties would be
irreparably harmed and could not be made whole by monetary damages. Each party
hereto accordingly agrees (i) not to assert by way of defense or otherwise
that a remedy at law would be adequate, and (ii) in addition to any other
remedy to which the parties may be entitled, that the remedy of specific
performance of this Agreement is appropriate in any action in court.
SECTION 7.11. Consent to Jurisdiction. Each party hereto
irrevocably submits to the non-exclusive jurisdiction of any Tennessee State
Court or United States Federal Court sitting in the Middle District of
Tennessee over any suit, action or proceeding arising out of or relating to
this Agreement. Each party hereto (other than any Ingram Company) hereby
irrevocably appoints CT Corporation System as its authorized agent to accept
and acknowledge on its behalf service of any and all process which may be
served in any such suit, action or proceeding in any such court and represents
and warrants that such agent has accepted such appointment. Each party hereto
consents to process being served in any such suit, action or proceeding by
serving a copy thereof upon the agent for service of process, provided that to
the extent lawful and possible, written notice of such service shall also be
mailed to such party. Each party hereto waives any right it may have to
assert the doctrine of forum non conveniens or to object to venue to the
extent any proceeding is brought in accordance with this Section 7.11.
Nothing in this paragraph shall affect or limit any right to serve process in
any manner permitted by law, to bring proceedings in the courts of any
jurisdiction or to enforce in any lawful manner a judgment obtained in one
jurisdiction in any other jurisdiction.
SECTION 7.12. Expenses. (a) Subject to Section 6.5(b), all
costs and expenses of the Ingram Companies (i) incurred as a result of
services provided by third parties in connection with the preparation of this
Agreement, the Reorganization Agreement, the Ancillary Agreements (as defined
in the Reorganization Agreement) and the Related Agreements and the
consummation of the transactions contemplated hereby and thereby (including
without limitation (x) rating agency fees incurred in connection with the
refinancings referred to in Section 5.2(vi), (y) expenses incurred in
connection with the Tax Ruling and (z) fees charged by software vendors in
connection with the transfer or replacement (but not enhancement), directly as
a result of the consummation of the transactions contemplated hereby, of
software packages currently used by the Ingram Companies and related equipment
costs) and (ii) incurred by the party providing services pursuant to the
Ancillary Agreements as a result of the cessation of such services, shall be
borne 23.01% by Industries, 72.84% by Micro and 4.15% by Entertainment, except
as otherwise specifically provided in this Agreement, the Reorganization
Agreement, any Ancillary Agreement or any Related Agreement; provided that (A)
to the extent that any of the costs and expenses referred to in clause (i) or
(ii) above are incurred as a result of arrangements pertaining solely to the
transactions contemplated by the Second Closing, and to the extent that Micro
did not participate in the negotiation of such arrangements, such costs and
expenses shall be borne 84.72% by Industries and 15.28% by Entertainment, (B)
all costs and expenses incurred in connection with the initial public offering
of Micro and the adoption and grant of awards under the 1996 Equity Incentive
Plan and 1996 Key Employee Stock Purchase Plan of Micro shall be borne by
Micro and (C) rating agency fees incurred in connection with all financings
(other than those referred to in Section 5.2(vi)) shall be borne by the party
undertaking such financing.
(b) All costs and expenses incurred by the parties to this
Agreement (other than the Ingram Companies) in connection with the preparation
of this Agreement, the Reorganization Agreement, the Ancillary Agreements and
the Related Agreements and the consummation of the transactions contemplated
hereby and thereby shall be borne by the party incurring such costs and
expenses, except as otherwise specifically provided herein or therein.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
▇▇▇▇▇▇ INDUSTRIES INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Co-President
Address: One Belle ▇▇▇▇▇ Place
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇ MICRO INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ENTERTAINMENT INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman and President
Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.
▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇
STATE STREET BANK & TRUST COMPANY
By:________________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Address: Batterymarch Park III
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇
HOLDERS E. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Q-TIP MARITAL TRUST
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ AND
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Co-Trustees
By:________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Co-Trustee
Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By:________________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Co-Trustee
Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By:________________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Co-Trustee
Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By:________________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Co-Trustee
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By:________________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Co-Trustee
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
E. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1995 CHARITABLE
REMAINDER 5% UNITRUST
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee
By:________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Trustee
Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ AND ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ FOUNDATION
By:________________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
Address: c/▇ ▇▇▇▇▇▇ Industries Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
E. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1994
CHARITABLE LEAD ANNUITY TRUST
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, AND ▇▇▇▇▇ ▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇, as Co-Trustees
By:________________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Co-Trustee
Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By:________________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Co-Trustee
Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By:________________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Co-Trustee
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By:________________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Co-Trustee
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
INGRAM THRIFT PLAN
By: ▇.▇. HEAD, R.E. CLAVERIE
AND T.H. ▇▇▇▇, as Co-Trustees
By:________________________________________
Name: ▇▇▇▇▇▇▇ ▇. Head
Title: Co-Trustee
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By:________________________________________
Name: R.E. Claverie
Title: Co-Trustee
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By:________________________________________
Name: T.H. ▇▇▇▇
Title: Co-Trustee
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
___________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
1996 IRREVOCABLE TRUST DATED
MARCH 24, 1996
By: NATIONSBANK, N.A, as Trustee
By:________________________________________
Name:
Title:
Address: NationsBank, N.A.
Attention: ▇▇▇▇ ▇▇▇▇▇▇,
Vice President
▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
____________________________ ___________________________________________
Spouse ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
____________________________ ___________________________________________
Spouse ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
___________________________________________
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
8 Medici
Aliso ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
___________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ AND ▇▇▇▇▇ ▇▇▇▇▇▇
FAMILY 1996 GENERATION SKIPPING TRUST
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇, as Trustee
By:________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TRUST FOR THE BENEFIT OF
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
DATED OCTOBER 27, 1967
By: TRUST COMPANY BANK,
as Successor Trustee
By:________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: First Vice President
Address: Trust Company Bank
Trust Company of Georgia
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Trust Company Tower
▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TRUST FOR THE BENEFIT OF
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
DATED JUNE 14, 1968
By: TRUST COMPANY BANK,
as Successor Trustee
By:________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: First Vice President
Address: Trust Company Bank
Trust Company of Georgia
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Trust Company Tower
▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TRUST FOR THE BENEFIT OF
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, DATED DECEMBER 22, 1975
By: TRUST COMPANY BANK,
as Successor Trustee
By:____________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: First Vice President
Address: Trust Company Bank
Trust Company of Georgia
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Trust Company Tower
▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ IRREVOCABLE TRUST
DATED AUGUST 16, 1988
By: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Trustee
By:________________________________________
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Trustee
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
1994 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ TRUST
By: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Trustee
By:________________________________________
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Trustee
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
___________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ FAMILY PARTNERS, L.P.
By: ▇▇▇▇ INVESTMENT COMPANY,
as General Partner
By:________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
___________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ FAMILY PARTNERS, L.P.
By:
as General Partner
By:________________________________________
Name:
Title:
Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TRUST AGREEMENT OF JUNE 11, 1987
BETWEEN ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇▇▇,
GRANTORS, AND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
TRUSTEE FOR THE BENEFIT OF
▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee
By:________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Trustee
Address: ▇▇▇▇▇▇ Capital Corp.
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
___________________________________________
▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
TRUST AGREEMENT OF JUNE 11, 1987
BETWEEN ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇▇▇,
GRANTORS, AND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, TRUSTEE
FOR THE BENEFIT OF ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee
By:________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Trustee
Address: ▇▇▇▇▇▇ Capital Corp.
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TRUST AGREEMENT OF JUNE 11, 1987
BETWEEN ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇▇▇,
GRANTORS, AND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
TRUSTEE FOR THE BENEFIT OF
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee
By:________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Trustee
Address: ▇▇▇▇▇▇ Capital Corp.
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
___________________________________________
▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
1996 VESTED TRUST
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as Trustee
By:________________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Trustee
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
1996 GENERATION SKIPPING TRUST
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as Trustee
By:________________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Trustee
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
1996 VESTED TRUST
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as Trustee
By:________________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Trustee
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
1996 GENERATION SKIPPING TRUST
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as Trustee
By:________________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Trustee
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TRUST AGREEMENT OF JUNE 11, 1987
BETWEEN ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇▇▇,
GRANTORS, AND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
TRUSTEE FOR THE BENEFIT OF
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee
By:________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Trustee
Address: ▇▇▇▇▇▇ Capital Corp.
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TRUST AGREEMENT OF JUNE 11, 1987
BETWEEN ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇▇▇,
GRANTORS, AND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
TRUSTEE FOR THE BENEFIT OF
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇.
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee
By:________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Trustee
Address: ▇▇▇▇▇▇ Capital Corp.
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
___________________________________________
▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
___________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ #▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
___________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
THE ▇▇▇▇▇ ▇. ▇▇▇▇▇
1996 GENERATION SKIPPING TRUST
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇ AND
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as Co-Trustees
By:________________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Co-Trustee
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By:________________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Co-Trustee
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
THE ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
1996 GENERATION SKIPPING TRUST
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇ AND
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., as Co-Trustees
By:________________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Co-Trustee
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By:________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Co-Trustee
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
THE ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
1996 GENERATION SKIPPING TRUST
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇ AND ▇▇▇▇▇ ▇. ▇▇▇▇▇,
as Co-Trustees
By:________________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Co-Trustee
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By:________________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Co-Trustee
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
___________________________________________
▇▇▇▇ ▇. ▇▇▇▇▇
6 Castle Rising
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
___________________________________________
W. ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
___________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
___________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
___________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
___________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
___________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇
c/o Neal & ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ Nashville Place
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
___________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
___________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TRUST FOR THE BENEFIT OF ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇, DATED
OCTOBER 27, 1967
By: TRUST COMPANY BANK,
as Successor Trustee
By:________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: First Vice President
Address: Trust Company Bank
Trust Company of Georgia
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Trust Company Tower
▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TRUST FOR THE BENEFIT OF ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇, DATED JUNE 14, 1968
By: TRUST COMPANY BANK,
as Successor Trustee
By:________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: First Vice President
Address: Trust Company Bank
Trust Company of Georgia
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Trust Company Tower
▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TRUST FOR THE BENEFIT OF ▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇, DATED DECEMBER 22, 1975
By: TRUST COMPANY BANK,
as Successor Trustee
By:________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: First Vice President
Address: Trust Company Bank
Trust Company of Georgia
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Trust Company Tower
▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ IRREVOCABLE
TRUST DATED AUGUST 16, 1988
By: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as
Trustee
By:________________________________________
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Trustee
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
1994 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ TRUST
By: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Trustee
By:________________________________________
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Trustee
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
________________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
THE ▇▇▇▇ AND ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
FAMILY 1996 GENERATION SKIPPING TRUST
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as Trustee
By:________________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Trustee
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TRUST FOR THE BENEFIT OF ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, DATED OCTOBER 27, 1967
By: TRUST COMPANY BANK,
as Successor Trustee
By:________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: First Vice President
Address: Trust Company Bank
Trust Company of Georgia
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Trust Company Tower
▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TRUST FOR THE BENEFIT OF ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, DATED JUNE 14, 1968
By: TRUST COMPANY BANK,
as Successor Trustee
By:________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: First Vice President
Address: Trust Company Bank
Trust Company of Georgia
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Trust Company Tower
▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TRUST FOR THE BENEFIT OF ▇▇▇▇ ▇.
▇▇▇▇▇▇, DATED DECEMBER 22, 1975
By: TRUST COMPANY BANK,
as Successor Trustee
By:________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: First Vice President
Address: Trust Company Bank
Trust Company of Georgia
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Trust Company Tower
▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇ IRREVOCABLE TRUST
DATED AUGUST 16, 1988
By: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Trustee
By:________________________________________
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Trustee
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
1994 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ TRUST
By: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Trustee
By:________________________________________
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Trustee
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
___________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TRUST FOR THE BENEFIT OF ▇▇▇▇▇
▇▇▇▇▇▇, DATED OCTOBER 27, 1967
By: TRUST COMPANY BANK,
as Successor Trustee
By:________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: First Vice President
Address: Trust Company Bank
Trust Company of Georgia
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Trust Company Tower
▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TRUST FOR THE BENEFIT OF ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, DATED JUNE 14, 1968
By: TRUST COMPANY BANK,
as Successor Trustee
By:________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: First Vice President
Address: Trust Company Bank
Trust Company of Georgia
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Trust Company Tower
▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TRUST FOR THE BENEFIT OF
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, DATED DECEMBER 22, 1975
By: TRUST COMPANY BANK,
as Successor Trustee
By:________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: First Vice President
Address: Trust Company Bank
Trust Company of Georgia
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Trust Company Tower
▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ IRREVOCABLE
TRUST DATED AUGUST 16, 1988
By: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Trustee
By:________________________________________
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Trustee
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
1994 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ TRUST
By ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Trustee
By:________________________________________
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Trustee
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
___________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
___________________________________________
S. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
___________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
___________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇