EXHIBIT 2
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SHAREHOLDER AGREEMENT
among
E. I. DU PONT DE NEMOURS AND COMPANY,
PURPLE ACQUISITION CORPORATION,
J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Individually and as
Trustee of the J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ REVOCABLE TRUST
U/A/D 7/12/91,
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as
Trustee of the ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ REVOCABLE TRUST
U/A/D 7/12/91,
GREENUP, L.P.,
and
JKW HOLDINGS, INC.
Dated as of July 23, 2002
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TABLE OF CONTENTS
Page
SECTION 1. Representations and Warranties of the Shareholder.............1
SECTION 2. Representations and Warranties of Parent and Sub..............3
SECTION 3. Covenants of the Shareholder..................................4
SECTION 4. Grant of Irrevocable Proxy; Appointment of Proxy..............5
SECTION 5. Further Assurances............................................5
SECTION 6. Certain Events................................................6
SECTION 7. Assignment....................................................6
SECTION 8. Termination...................................................6
SECTION 9. General Provisions............................................6
SECTION 10. Enforcement...................................................8
SECTION 11. Shareholder Capacity .........................................8
SHAREHOLDER AGREEMENT dated as of July 23, 2002 (this
"Agreement"), among E. I. DU PONT DE NEMOURS AND COMPANY,
a Delaware corporation ("Parent"), PURPLE ACQUISITION
CORPORATION, a Mississippi corporation and a wholly owned
subsidiary of Parent ("Sub"), J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
individually ("JKW") and as Trustee of the J. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Revocable Trust ▇/▇/▇ ▇/▇▇/▇▇ ("▇▇▇ ▇▇▇▇▇"), ▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, as Trustee of the ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Revocable
Trust U/A/D 7/12/91 ("JPW Trust"), JKW Holdings, Inc., a
Mississippi corporation ("JKW Corp") and Greenup, L.P., a
Mississippi limited partnership ("Greenup") (JKW, JKW
Trust, JPW Trust, JKW Corp and Greenup are collectively
referred to herein as the "Shareholder").
WHEREAS Parent, Sub and ChemFirst Inc., a Mississippi corporation
(the "Company"), propose to enter into an Agreement and Plan of Merger dated
as of the date hereof (as the same may be amended or supplemented, the "Merger
Agreement"; terms used but not defined herein shall have the meanings set
forth in the Merger Agreement) providing for the merger of Sub with and into
the Company (the "Merger") upon the terms and subject to the conditions set
forth in the Merger Agreement;
WHEREAS the Shareholder owns (of record and beneficially), or is the
trustee of one or more trusts that are the record holders of, and whose
beneficiaries are the beneficial owners of, the number of shares of capital
stock of the Company set forth on Schedule A hereto (such shares of capital
stock of the Company being referred to herein as the Shareholder's "Original
Shares"; the Original Shares, together with any other shares of capital stock
of the Company or other voting securities of the Company acquired (of record
or beneficially) by the Shareholder, after the date hereof and during the term
of this Agreement (including through the exercise of any warrants, stock
options or similar instruments), being collectively referred to herein as the
Shareholder's "Subject Shares"); and
WHEREAS, as a condition to their willingness to enter into the
Merger Agreement, Parent and Sub have required that the Shareholder enter into
this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements set forth herein and in
the Merger Agreement, the parties hereto agree as follows:
SECTION 1. Representations and Warranties of the Shareholder. The
Shareholder hereby represents and warrants to Parent and Sub as follows:
(a) Execution and Delivery; Enforceability. This Agreement has been
duly executed and delivered by the Shareholder and, assuming the due
authorization, execution and delivery by Parent and Sub, constitutes a valid
and binding obligation of the Shareholder, enforceable against the Shareholder
in accordance with its terms, except to the extent enforceability may be
subject to general principles of equity or limited by bankruptcy, insolvency,
fraudulent conveyance or similar laws. If the Shareholder is a trustee under
one or
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more trusts, none of such trusts requires the consent of any beneficiary to
the execution and delivery of this Agreement or to the consummation of the
transactions contemplated hereby. The execution and delivery by the
Shareholder of this Agreement and the consummation of the transactions
contemplated by this Agreement and compliance by the Shareholder with the
provisions of this Agreement do not and will not conflict with, or result in
any violation or breach of, or default (with or without notice or lapse of
time, or both), or give rise to a right of, or result in, termination,
cancelation or acceleration of any obligation or to loss of a material benefit
under, or result in the creation of any Lien in or upon any of the properties
or assets of the Shareholder under, or give rise to any increased, additional,
accelerated or guaranteed rights or entitlements under, any provision of (i)
any loan or credit agreement, bond, debenture, note, mortgage, indenture,
lease or other contract, commitment, agreement, instrument, arrangement,
understanding, obligation, undertaking, permit, concession, franchise or
license to which the Shareholder is a party or any of his or its properties or
assets is subject or (ii) subject to obtaining or making the consents,
approvals, orders, authorizations, registrations, declarations and filings
referred to in the following sentence, any (A) statute, law, ordinance, rule
or regulation or (B) judgment, order or decree, in each case, applicable to
the Shareholder or his properties or assets. No consent, approval, order or
authorization of, or registration, declaration or filing with, any
Governmental Entity is required by or with respect to the Shareholder in
connection with the execution and delivery of this Agreement by the
Shareholder, the consummation by the Shareholder of the transactions
contemplated by this Agreement or the compliance by the Shareholder with the
provisions of this Agreement, except for (1) the filing of a report under the
HSR Act and similar filings under any other applicable competition, merger
control, antitrust or similar law, (2) the filing with the SEC of such reports
under the Exchange Act as may be required in connection with this Agreement
and the transactions contemplated hereby and (3) such other consents,
approvals, orders, authorizations, registrations, declarations and filings the
failure of which to be obtained or made individually or in the aggregate could
not reasonably be expected to impair in any material respect the ability of
the Shareholder to perform his obligations under this Agreement or prevent the
consummation of any of the transactions contemplated by this Agreement.
(b) The Subject Shares. The Shareholder is the record and beneficial
owner of, or is the trustee of one or more trusts that are the record holder
of, and whose beneficiaries are the beneficial owners of, and has good and
marketable title to, the Subject Shares, free and clear of any Liens, other
than those Liens set forth on Schedule B hereto. Other than as set forth on
Schedule B hereto, (1) the Shareholder does not own (of record or
beneficially) any shares of capital stock of the Company or any options,
warrants, rights or other similar instruments to acquire any capital stock or
other voting securities of the Company, (2) the Shareholder has the sole right
to vote and Transfer (as defined in Section 3(c)) the Subject Shares, and (3)
the Subject Shares are not subject to any proxies, voting trust or other
agreement, understanding, arrangement or restriction with respect to the
voting or the Transfer of the Subject Shares, in each case, except as set
forth in Sections 3 and 4 of this Agreement.
SECTION 2. Representations and Warranties of Parent and Sub. Parent
and Sub represent and warrant to the Shareholder as follows:
(a) Organization and Authority. Each of Parent and Sub is a
corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation and has all requisite corporate
power and authority to conduct its business as presently conducted.
(b) Authorization; Noncontravention. Parent and Sub have the
requisite corporate power and authority to execute and deliver this Agreement,
to consummate the transactions contemplated by this Agreement and to comply
with the provisions of this Agreement. The execution and delivery of this
Agreement by Parent and Sub, the consummation by Parent and Sub of the
transactions contemplated by this Agreement and the compliance by Parent and
Sub with the provisions of this Agreement have been duly authorized by all
necessary corporate action on the part of Parent and Sub and no other
corporate proceedings on the part of Parent or Sub are necessary to authorize
this Agreement or to consummate the transactions contemplated by this
Agreement. This Agreement has been duly executed and delivered by Parent and
Sub, as applicable, and, assuming the due execution and delivery by the
Shareholder, constitutes a valid and binding obligation of Parent and Sub, as
applicable, enforceable against Parent and Sub, as applicable, in accordance
with its terms. The execution and delivery by Parent and Sub of this Agreement
and the consummation of the transactions contemplated by this Agreement and
compliance by Parent and Sub with the provisions of this Agreement do not and
will not conflict with, or result in any violation or breach of, or default
(with or without notice or lapse of time, or both) under, or give rise to a
right of, or result in, termination, cancelation or acceleration of any
obligation or to loss of a material benefit under, or result in the creation
of any Lien in or upon any of the properties or assets of Parent or Sub under,
or give rise to any increased, additional, accelerated or guaranteed rights or
entitlements under, any provision of (i) the certificate of incorporation or
by-laws of Parent or the articles of incorporation or by-laws of Sub, (ii) any
loan or credit agreement, bond, debenture, note, mortgage, indenture, lease or
other contract, commitment, agreement, instrument, arrangement, understanding,
obligation, undertaking, permit, concession, franchise or license to which
Parent or Sub is a party or any of their respective properties or assets is
subject or (iii) subject to obtaining or making the consents, approvals,
orders, authorizations, registrations, declarations and filings referred to in
the following sentence, any (A) statute, law, ordinance, rule or regulation or
(B) judgment, order or decree, in each case, applicable to Parent or Sub or
any of their respective properties or assets, other than, in the case of
clauses (ii) and (iii), any such conflicts, violations, breaches, defaults,
rights, losses, Liens or entitlements that individually or in the aggregate
could not reasonably be expected to impair in any material respect the ability
of each of Parent and Sub to perform its obligations under this Agreement or
prevent or materially impede, interfere with, hinder or delay the consummation
of any of the transactions contemplated by this Agreement. No consent,
approval, order or authorization of, or registration, declaration or filing
with, any Governmental Entity is required by or with respect to Parent or Sub
in connection with the execution and delivery of this Agreement by Parent and
Sub, the consummation by Parent and Sub of the transactions contemplated by
this Agreement or the compliance by Parent or Sub with the provisions of this
Agreement, except for (1) the filing of a report under the HSR Act and similar
filings under any other applicable competition, merger control, antitrust or
similar law, (2) the
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filing with the SEC of such reports under the Exchange Act as may be required
in connection with this Agreement and the transactions contemplated hereby and
(3) such other consents, approvals, orders, authorizations, registrations,
declarations and filings the failure of which to be obtained or made
individually or in the aggregate could not reasonably be expected to impair in
any material respect the ability of each of Parent and Sub to perform its
obligations under this Agreement or prevent or materially impede, interfere
with, hinder or delay the consummation of any of the transactions contemplated
by this Agreement.
SECTION 3. Covenants of the Shareholder. The Shareholder covenants
and agrees as follows:
(a) At any meeting of the shareholders of the Company called to vote
upon the Merger Agreement, the Merger or any of the other transactions
contemplated by the Merger Agreement, or at any adjournment thereof, or in any
other circumstances upon which a vote, consent or other approval (including by
written consent) with respect to the Merger Agreement, the Merger or any of
the other transactions contemplated by the Merger Agreement is sought, the
Shareholder shall vote (or cause to be voted) all the Subject Shares in favor
of, and shall consent to (or cause to be consented to), the approval of the
Merger Agreement, the Merger and the terms thereof and each of the other
transactions contemplated by the Merger Agreement. For avoidance of doubt,
this provision shall not apply to any Subject Shares that cease to be owned by
the Shareholder following the exercise of rights by third parties under the
agreements listed on Schedule B(2) hereto.
(b) At any meeting of the shareholders of the Company or at any
adjournment thereof or in any other circumstances upon which a vote, consent
or other approval (including by written consent) of the shareholders of the
Company is sought, the Shareholder shall vote (or cause to be voted) all the
Subject Shares against, and shall not consent to (and shall cause not to be
consented to with respect to the Subject Shares), any of the following: (i)
any merger agreement or merger (other than the Merger Agreement and the
Merger), consolidation, combination, sale of substantial assets,
reorganization, recapitalization, dissolution, liquidation or winding up of or
by the Company, (ii) any Takeover Proposal or (iii) any amendment of the
Company's articles of incorporation or by-laws or other proposal, action or
transaction involving the Company or any of its subsidiaries or any of its
shareholders, which amendment or other proposal, action or transaction would
in any manner impede, frustrate, prevent or delay the consummation of the
Merger or the other transactions contemplated by the Merger Agreement or this
Agreement or change in any manner the voting rights of the holders of Company
Common Stock (collectively, "Frustrating Transactions"). For avoidance of
doubt, this provision shall not apply to any Subject Shares that cease to be
owned by the Shareholder following the exercise of rights by third parties
under the agreements listed on Schedule B(2) hereto.
(c) Except for liens, security interests or transfers in connection
with loans secured by the Subject Shares, the Shareholder shall not (i) sell,
transfer, pledge, assign or otherwise dispose of (including by gift)
(collectively, "Transfer"), or consent to or permit any Transfer of, any
Subject Shares or any interest therein, or enter into any loan or credit
agreement, bond, debenture, note, mortgage, indenture, lease or other
contract, commitment, agreement, option, instrument, arrangement,
understanding, obligation or undertaking, with respect to the
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Transfer (including any profit sharing or other derivative arrangement) of any
Subject Shares or any interest therein, to any person other than pursuant to
this Agreement or the Merger Agreement, unless prior to any such Transfer the
transferee of such Subject Shares enters into a shareholder agreement with
Parent and Sub on terms substantially identical to the terms of this Agreement
or (ii) enter into any voting arrangement, whether by proxy, voting agreement
or otherwise, with respect to any Subject Shares and shall not commit or agree
to take any of the foregoing actions, other than pursuant to this Agreement.
The Shareholder shall not, nor shall the Shareholder permit any entity under
the Shareholder's control to, deposit any Subject Shares in a voting trust.
SECTION 4. Grant of Irrevocable Proxy; Appointment of Proxy. (a) The
Shareholder hereby irrevocably grants to, and appoints, Parent, Sub and any
individual designated in writing by Parent, the Shareholder's proxy and
attorney-in-fact (with full power of substitution), for and in the name, place
and stead of the Shareholder, to vote all of the Subject Shares, or grant a
consent or approval in respect of the Subject Shares, (i) in favor of the
approval of the Merger Agreement and the approval of the terms thereof and of
the Merger and each of the other transactions contemplated by the Merger
Agreement, (ii) against any Takeover Proposal or other Frustrating Transaction
and (iii) otherwise in accordance with Section 3 of this Agreement. The
Shareholder understands and acknowledges that Parent and Sub are entering into
the Merger Agreement in reliance upon the Shareholder's execution and delivery
of this Agreement. For avoidance of doubt, this provision shall not apply to
any Subject Shares that cease to be owned by the Shareholder following the
exercise of rights by third parties under the agreements listed on Schedule
B(2) hereto.
(b) The Shareholder represents that any proxies heretofore given in
respect of the Subject Shares are not irrevocable, and that all such proxies
are hereby revoked.
(c) The Shareholder hereby affirms that the irrevocable proxy set
forth in this Section 4 is given in connection with the execution of the
Merger Agreement, and that such irrevocable proxy is given to secure the
performance of the duties of the Shareholder under this Agreement. The
Shareholder hereby further affirms that the irrevocable proxy is coupled with
an interest and may under no circumstances be revoked. The Shareholder hereby
ratifies and confirms all that such irrevocable proxy may lawfully do or cause
to be done by virtue hereof. Each such irrevocable proxy is executed and
intended to be irrevocable in accordance with the provisions of Section
79-4-7.22 of the MBCA.
(d) The proxy granted in this Section 4 shall automatically expire
upon the termination of this Agreement.
SECTION 5. Further Assurances. The Shareholder shall, from time to
time, execute and deliver, or cause to be executed and delivered, such
additional or further consents, documents and other instruments as Parent or
Sub may request for the purpose of effectuating the matters covered by this
Agreement, including with respect to the grant of the proxy set forth in
Section 4.
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SECTION 6. Certain Events. The Shareholder agrees that this
Agreement and the obligations hereunder shall attach to the Subject Shares and
shall be binding upon any person or entity to which legal or beneficial
ownership of the Subject Shares shall pass, whether by operation of law or
otherwise, including the Shareholder's heirs, guardians, administrators or
successors. In the event of any stock split, stock dividend, reclassification,
merger, reorganization, recapitalization or other change in the capital
structure of the Company affecting the capital stock of the Company, the
number of Original Shares and the number of Subject Shares listed on Schedule
A hereto shall be adjusted appropriately. In addition, in the event that the
Shareholder acquires any additional shares of capital stock of the Company or
other voting securities of the Company (including through the exercise of any
warrants, stock options or similar instruments), the number of Subject Shares
listed on Schedule A hereto shall be adjusted appropriately. This Agreement
and the representations, warranties, covenants, agreements and obligations
hereunder shall attach to any additional shares of capital stock of the
Company or other voting securities of the Company issued to or acquired by the
Shareholder (including through the exercise of any warrants, stock options or
similar instruments).
SECTION 7. Assignment. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned, in whole or
in part, by operation of law or otherwise, by either of the parties hereto
without the prior written consent of the other party hereto, except that each
of Parent and Sub may assign, in its sole discretion, any of or all its
rights, interests and obligations under this Agreement to any direct or
indirect wholly owned subsidiary of Parent or Sub, as applicable. Any
purported assignment in violation of this Section 7 shall be null and void.
Subject to the preceding sentences of this Section 7, this Agreement shall be
binding upon, inure to the benefit of and be enforceable by, the parties
hereto and their respective successors and assigns.
SECTION 8. Termination. This Agreement shall terminate upon the
earlier to occur of (x) the Effective Time or (y) the termination of the
Merger Agreement in accordance with its terms. No termination of this
Agreement shall relieve any party hereto from any liability for any breach of
any provision of this Agreement prior to termination.
SECTION 9. General Provisions. (a) Amendments. This Agreement may
not be amended except by an instrument in writing signed on behalf of each of
the parties.
(b) Notices. Except for notices that are specifically required by
the terms of this Agreement to be delivered orally, all notices and other
communications hereunder shall be in writing and shall be deemed given if
delivered personally, telecopied (with confirmation) or sent by overnight or
same-day courier (providing proof of delivery) to Parent or Sub in accordance
with Section 8.02 of the Merger Agreement and to the Shareholder at the
following address (or at such other address for a party as shall be specified
by like notice):
Attention:
o J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Individually and as Trustee of the J.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ REVOCABLE TRUST U/A/D 7/12/91
o ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Trustee of the ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
REVOCABLE TRUST U/A/D 7/12/91
o JKW Holdings, Inc.
o Greenup, L.P.
c/o Baker ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇-▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(c) Interpretation. When a reference is made in this Agreement to a
party or to a Section or Schedule, such reference shall be to a party to, or a
Section of or a Schedule to, this Agreement unless otherwise indicated. The
table of contents and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. Whenever the words "include", "includes" or "including" are
used in this Agreement, they shall be deemed to be followed by the words
"without limitation". The words "hereof", "herein" and "hereunder" and words
of similar import when used in this Agreement shall refer to this Agreement as
a whole and not to any particular provision of this Agreement. The term "or"
when used in this Agreement is not exclusive. All terms defined in this
Agreement shall have the defined meanings when used in any certificate or
other document made or delivered pursuant hereto unless otherwise defined
therein. The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms. Any agreement, instrument
or statute defined or referred to herein or in any agreement or instrument
that is referred to herein means such agreement, instrument or statute as from
time to time amended, modified or supplemented, including (in the case of
agreements or instruments) by waiver or consent and (in the case of statutes)
by succession of comparable successor statutes and references to all
attachments thereto and instruments incorporated therein. References to a
person are also to its permitted successors and assigns. The representations,
warranties and covenants contained herein shall be deemed to be made
severally, and not jointly, by each of JKW, JKW Trust, JPW Trust, JKW Corp and
Greenup solely with respect to the Subject Shares owned by such person
beneficially or of record.
(d) Counterparts; Effectiveness. This Agreement may be executed in
one or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more counterparts have been
signed by each of the parties and delivered to the other party. The
effectiveness of this Agreement shall be conditioned upon the execution and
delivery of the Merger Agreement by each of the parties thereto.
(e) Entire Agreement; No Third-Party Beneficiaries. This Agreement
(including the documents and instruments referred to herein) (i) constitutes
the entire agreement and supersedes all prior agreements and understandings,
both written and oral, among the parties with respect to the subject matter
hereof; and (ii) other than the persons specified as proxies in Section 4, is
not intended to confer upon any person other than the parties any rights or
remedies hereunder.
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(f) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware, without regard to any
principles of conflicts of law of such State.
(g) Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule or law or
public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any party. Upon such determination that any term
or other provision is invalid, illegal or incapable of being enforced, the
parties shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in an acceptable
manner to the end that transactions contemplated hereby are fulfilled to the
extent possible.
SECTION 10. Enforcement. The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that the parties shall be entitled to an injunction
or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement in any Federal court
located in the State of New York, this being in addition to any other remedy
to which they are entitled at law or in equity. In addition, each of the
parties (a) consents to submit itself to the personal jurisdiction of any
Federal court located in the State of New York in the event any dispute arises
out of this Agreement or any of the transactions contemplated by this
Agreement and (b) agrees that it will not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any such
court.
SECTION 11. Shareholder Capacity. The Shareholder does not make any
agreement or understanding herein in his capacity as a director or officer of
the Company. The Shareholder signs solely in his capacity as the record holder
and beneficial owner of, or the trustee of one or more trusts that are the
record holder of, and whose beneficiaries are the beneficial owners of, the
Subject Shares and nothing herein shall limit or affect any actions taken by
the Shareholder in his capacity as an officer or director of the Company.
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IN WITNESS WHEREOF, each of Parent and Sub have caused this
Agreement to be signed by its officer thereunto duly authorized and the
Shareholder has signed this Agreement, all as of the date first written above.
E. I. DU PONT DE NEMOURS AND
COMPANY,
by
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director - Mergers &
Acquisitions
PURPLE ACQUISITION CORPORATION,
by
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
SHAREHOLDER:
/s/ J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------
J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Revocable
Trust U/A/D 7/12/91
By: /s/ J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------
J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Trustee
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Revocable
Trust U/A/D 7/12/91
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Trustee
Greenup, L.P.
By: J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Revocable Trust
U/A/D 7/12/91, a General Partner
By: /s/ J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------
J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Trustee
and
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Revocable Trust
U/A/D 7/12/91, a General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Trustee
JKW Holdings, Inc.
By: /s/ J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------
J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
SCHEDULE A
Number of
Number of Original Shares Number of Number of Subject Number of Subject
Original Shares Owned Original Shares Shares Owned of Shares Owned
Owner Owned of Record Beneficially Subject to Liens Record Beneficially
J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Revocable Trust -
PaineWebber 356,601 356,601 135,538
J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Revocable Trust -
▇▇▇▇▇▇▇ ▇▇▇▇▇ 215,313 215,313 165,000
JKW Holdings,
Inc. - PaineWebber 165,000 165,000
Greenup, LP -
PaineWebber 400,000 400,000 400,000
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Revocable Trust -
PaineWebber 61,750 61,750