Exhibit 10.12
STOCKHOLDERS AGREEMENT
This STOCKHOLDERS AGREEMENT (this "Agreement") is entered into and
effective as of July 16, 1997 among WGL Holdings, Inc., a Delaware corporation
(the "Company"), DLJ Merchant Banking Partners II, L.P., a Delaware limited
partnership ("DLJ Partners II"), DLJMB Funding II, Inc., a Delaware corporation
("DLJ Funding II"), DLJ Merchant Banking Partners II-A, L.P., a Delaware limited
partnership ("DLJ Partners II-A"), DLJ Diversified Partners, L.P., a Delaware
limited partnership ("Diversified Partners"), DLJ Diversified Partners-A, L.P.,
a Delaware limited partnership ("Diversified Partners-A"), DLJ Millennium
Partners, L.P., a Delaware limited partnership ("Millennium Partners"), DLJ
First ESC L.L.C., a Delaware limited liability company ("First ESC"), DLJ
Offshore Partners II, C.V., a Netherlands Antilles limited partnership
("Offshore Partners II"), DLJ EAB Partners, L.P., a Delaware limited partnership
("EAB Partners"), UK Investment Plan 1997 Partners, a Delaware partnership ("UK
Partners"), and the former holders of capital stock of Xxxxxx Xxxxxxxxxx Ltd., a
New York corporation ("WGL"), listed on SCHEDULE I hereto (the "Individual
Holders"), and each other holder of record of Common Shares (as defined below)
who may hereafter duly and properly execute a separate agreement to be bound by
the terms hereof (each DLJ Party (as hereinafter defined), the Individual
Holders, and each other Person (as defined below) that hereafter may become a
party hereto as contemplated hereby being hereinafter referred to individually
as a "Party" and collectively as the "Parties").
RECITALS
1. The Company has authorized 100,000,000 shares of common stock, $.001
par value per share (the "Common Shares").
2. Prior to the date hereof, DLJ, the Company, WGL and the Individual
Holders have consummated the transactions contemplated by that certain Stock
Purchase Agreement, dated as of June 19, 1997 (the "Purchase Agreement"),
pursuant to which the Company acquired 100% of the Capital Shares of WGL.
3. In connection with the Purchase Agreement, the parties hereto are
entering into this Agreement in order to define certain rights and obligations
of such parties.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
hereinafter set forth, the parties hereto, intending to be legally bound, hereby
agree as follows:
AGREEMENT
ARTICLE I
GENERAL PROVISIONS;
REPRESENTATIONS AND WARRANTIES
1.1 CERTAIN TERMS. In addition to the terms defined elsewhere herein,
when used herein the following terms shall have the meanings indicated:
"Adverse Person" means (i) any Persons that are competitors of the
Company, directly involved in the business of designing, developing,
manufacturing, marketing, selling or distributing of implantable power sources,
implantable medical devices, lithium batteries, silver vanadium oxide batteries,
microvasive surgical instruments and close-tolerance medical and aerospace
miniature components intended for commercial distribution, including (without
limitation) pacemakers, cardioverter-defibrillators and capacitors for
defibrillator applications, (ii) any Persons that are present or former
customers of the Company and (iii) any other Persons the Board of Directors
reasonably designates as such from time to time.
"Affiliate" means, with respect to any Person, any Person controlling,
controlled by, or under common control with such Person. For the purposes of
this definition, "control" means the possession of the power to direct or cause
the direction of management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.
With respect to any Common Shares, "beneficial" ownership or
"beneficially" owned shall have the same meaning as in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended.
"Board of Directors" means the board of directors of the Company.
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"Capital Shares" means any and all shares, interests, participations or
other equivalents (however designated) of capital shares of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation),
and any and all warrants, options or other rights to purchase or acquire any of
the foregoing.
"Common Share Equivalents" means (without duplication with any other
Common Shares or Common Share Equivalents) rights, warrants, options,
convertible securities, or exchangeable securities or indebtedness, or other
rights, exercisable for or convertible or exchangeable into, directly or
indirectly, Common Shares or securities convertible or exchangeable into Common
Shares, whether at the time of issuance or upon the passage of time or the
occurrence of some future event.
"DLJ" means all of the DLJ Parties, collectively.
"DLJ Party" means any of XXX Xxxxxxxx XX, XXX Xxxxxxx XX, XXX Partners
II-A, Diversified Partners, Diversified Partners-A, Millennium Partners, First
ESC, Offshore Partners II, EAB Partners or UK Partners.
"DLJSC" means Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation or any
successor thereto.
"Fully-Diluted Common Shares" means, at any time, the then outstanding
Common Shares of the Company plus (without duplication) all Common Shares
issuable, whether at such time or upon the passage of time or the occurrence of
future events, upon the exercise, conversion or exchange of all then-outstanding
Common Share Equivalents.
"Permitted Individual Holder Transferee" means (i) any trust, limited
partnership or other comparable entity established for the benefit of an
Individual Holder, the spouse and/or one or more of the lineal descendants of
any Individual Holder which is controlled by such Individual Holder or (ii) the
spouse, parent, brother, sister and/or one or more of the lineal descendants,
step-children, brothers-in-law and/or sisters-in-law of any Individual Holder.
"Permitted Transferee" means in the case of any DLJ Party, (A) any other
DLJ Party, (B) any corporation, partnership or other entity which is an
Affiliate of any DLJ Party (collectively, the "DLJ Affiliates"), (C) any
managing
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director, general partner, director, limited partner, officer or employee of any
DLJ Party or any DLJ Affiliate, or the heirs, executors, administrators,
testamentary trustees, legatees or beneficiaries of any of the foregoing Persons
referred to in this clause (C) (collectively, "DLJ Associates"), (D) any trust,
the beneficiaries of which, or any corporation, limited liability company or
partnership, the shareholders, members or general or limited partners of which,
include only one or more XXX Xxxxxxx, XXX Xxxxxxxxxx, XXX Associates, their
spouses or their lineal descendants and (E) a voting trustee for one or more DLJ
Parties or for one or more DLJ Affiliates or DLJ Associates under the terms of a
voting trust.
"Person" means any natural person, corporation, limited partnership,
general partnership, joint stock company, joint venture, association, company,
trust, bank, trust company, land trust, business trust or other organization,
whether or not a legal entity, and any government or agency or political
subdivision thereof.
"Qualified IPO" means a consummated initial public offering of Common
Shares which is underwritten on a firm commitment basis by a
nationally-recognized investment banking firm.
"Registrable Securities" means the Common Shares and any Common Shares
which are issuable upon the exercise of any right, including pursuant to any
option, warrant or security convertible into Common Shares or similar right and
any other securities issued or issuable with respect to such Shares by way of a
share dividend or share split or in connection with a combination of shares,
recapitalization, merger, consolidation or reorganization; PROVIDED, that any
Registrable Security will cease to be a Registrable Security when (a) a
registration statement covering such Registrable Security has been declared
effective by the SEC and it has been disposed of pursuant to such effective
registration statement, (b) it is sold under circumstances in which all of the
applicable conditions of Rule 144 (or any similar provisions then in force)
under the Securities Act are met or it is eligible for sale under such Rule 144
without respect to any volume limitations or (c) (i) it has been otherwise
transferred and (ii) the Company has delivered a new certificate or other
evidence of ownership for it not bearing the legend required pursuant to Section
7.5 of this Agreement and (iii) it may be resold without subsequent registration
under the Securities Act.
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"SEC" means the Securities and Exchange Commission or any successor
governmental agency.
"Securities Act" means the Securities Act of 1933, as amended, or any
successor federal statute, and the rules and regulations of the SEC thereunder,
all as the same shall be in effect at the time.
"Selling Holder" means a holder of Registrable Securities who is selling
Registrable Securities pursuant to a registration statement under the Securities
Act.
"Subsidiary" means (i) any corporation or other entity a majority of the
Capital Shares of which having ordinary voting power to elect a majority of the
board of directors or other Persons performing similar functions is at the time
owned, directly or indirectly, with power to vote, by the Company or any direct
or indirect Subsidiary of the Company or (ii) a partnership in which the Company
or any direct or indirect Subsidiary is a general partner.
"Underwriter" means a securities dealer which purchases any Common
Shares as principal and not as part of such dealer's market-making activities.
1.2 REPRESENTATIONS AND WARRANTIES.
(a) Each Individual Holder (as to itself only) hereby
represents and warrants to the Company and the other Parties that:
(i) it has full power and authority to execute,
deliver and perform this Agreement and to consummate the
transactions contemplated hereby, and the execution, delivery
and performance by it of this Agreement and the consummation
by it of the transactions contemplated hereby have been duly
authorized by all necessary action;
(ii) this Agreement has been duly and validly
executed and delivered by such Party and constitutes the
binding obligation of such Party enforceable against such
Party in accordance with its terms; and
(iii) the execution, delivery and performance by such
Party of this Agreement and the consummation by such Party of
the transactions contemplated hereby will not, with or without
the giving of notice or the lapse
of time, or both, (A) violate any provision of law, statute,
rule or regulation to which it is subject, (B) violate any
order, judgment, or decree applicable to it or (C) conflict
with, or result in a breach or default under, any term or
condition of any agreement or other instrument to which such
Party is a party or by which such Party is bound.
(b) The Company hereby represents and warrants to each Party
that:
(i) it is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware, it has full corporate power and authority under its
certificate of incorporation to execute, deliver and perform
this Agreement and to consummate the transactions contemplated
hereby, and the execution, delivery and performance by it of
this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary
action;
(ii) this Agreement has been duly and validly
executed and delivered by the Company and constitutes the
binding obligation thereof enforceable against the Company in
accordance with its terms; and
(iii) the execution, delivery and performance by the
Company of this Agreement and the consummation by the Company
of the transactions contemplated hereby will not, with or
without the giving of notice or the lapse
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of time, or both, (A) violate any provision of law, statute,
rule or regulation to which the Company is subject, (B)
violate any order, judgment or decree applicable to the
Company or (C) conflict with, or result in a breach or default
under, any term or condition of its certificate of
incorporation or by-laws or any agreement or other instrument
to which the Company is a party or by which it is bound.
(c) Each DLJ Party (as to itself only) hereby represents and
warrants to the Company and the other Parties that:
(i) it is duly organized, validly existing and in
good standing under the laws of its jurisdiction of
incorporation or organization, as the case may be, it has full
power and authority under its certificate
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of incorporation or other such organizational document(s) to
execute, deliver and perform this Agreement and to consummate
the transactions contemplated hereby, and the execution,
delivery and performance by it of this Agreement and the
consummation of the transactions contemplated hereby have been
duly authorized by all necessary action;
(ii) this Agreement has been duly and validly
executed and delivered by such DLJ Party and constitutes the
binding obligation thereof enforceable against such DLJ Party
in accordance with its terms; and
(iii) the execution, delivery and performance by such
DLJ Party of this Agreement and the consummation by such DLJ
Party of the transactions contemplated hereby will not, with
or without the giving of notice or the lapse of time, or both,
(A) violate any provision of law, statute, rule or regulation
to which such DLJ Party is subject, (B) violate any order,
judgment or decree applicable to such DLJ Party or (C)
conflict with, or result in a breach or default under, any
term or condition of its certificate of incorporation or
by-laws (or such other comparable organizational and governing
document(s), as the case may be) or any agreement or other
instrument to which such DLJ Party is a party or by which it
is bound.
ARTICLE II
MANAGEMENT OF THE COMPANY;
ACTIVITIES OF THE PARTIES
2.1 BOARD OF DIRECTORS. The Parties and the Company shall take all
action within their respective power, including, but not limited to, the voting
of Capital Shares of the Company (to the extent that any such Person holds
Capital Shares of the Company entitled to vote thereon), required to cause the
Board of Directors to at all times consist of seven (7) directors (or such
greater number as the DLJ Parties shall select), one of whom shall be the Chief
Executive Officer of the Company.
2.2 ELECTION OF DIRECTOR DESIGNATED BY INDIVIDUAL HOLDERS. So long as
the Individual Holders collectively own
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beneficially in the aggregate at least three percent (3%) of the Fully-Diluted
Common Shares, DLJ and each Permitted Transferee (if any) shall take all action
within its power, including, but not limited to, the voting of Capital Shares of
the Company (to the extent that any such Person holds Capital Shares of the
Company entitled to vote thereon), required to cause the Board of Directors to
include either (a) Xxxxxxxx X. Xxxxxxxxxxx or (b) with the consent of DLJ
Partners II (which consent shall not be unreasonably withheld), one director
designated by the Individual Holders and Permitted Individual Holder Transferees
(if any) then owning beneficially a majority of the aggregate Fully-Diluted
Common Shares then held by all Individual Holders and Permitted Individual
Holder Transferees (if any).
2.3 ELECTION OF DIRECTORS DESIGNATED BY DLJ PARTNERS II. Each Individual
Holder and each Permitted Individual Holder Transferee (if any) shall take all
action within its power, including, but not limited to, the voting of Capital
Shares of the Company (to the extent that any such Person holds Capital Shares
of the Company entitled to vote thereon), required to cause the Board of
Directors to include a number of directors designated by DLJ Partners II, or its
successor in interest, equal to up to (i) one less than the maximum number of
directors then comprising the Board of Directors so long as Section 2.2 hereof
remains in effect or (ii) the maximum number of directors then comprising the
Board of Directors if DLJ and its Permitted Transferees are not required to vote
its Capital Shares in favor of a director designated by the Individual Holders
pursuant to Section 2.2 hereof.
2.4 REPLACEMENT OF DESIGNATED DIRECTORS. In the event that any director
(a "Withdrawing Director") designated in the manner set forth in Section 2.2 or
2.3 is unable to serve, or once having commenced to serve, is removed or
withdraws from the Board of Directors, such Withdrawing Director's replacement
(the "Substitute Director") on the Board of Directors (and, if applicable, any
executive or similar committee thereof) shall be designated in accordance with
Section 2.2 or 2.3, as applicable. The Company and each of the Parties agrees to
take all action within its power, including, but not limited to, (i) the voting
of Capital Shares of the Company (to the extent that any such Person holds
Capital Shares of the Company entitled to vote thereon) to cause the election of
such Substitute Director as soon as practicable following his or her designation
and (ii) the instructing of any director it had previously
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designated to serve as a member of the Board of Directors, as the first order of
business at the first meeting thereof after such Substitute Director has been so
designated, to vote to seat such designated Substitute Director as a director in
place of the Withdrawing Director.
ARTICLE III
TRANSFER OF SECURITIES
3.1 TRANSFER OF SHARES. No Party, Permitted Transferee or Permitted
Individual Holder Transferee (other than a DLJ Party) may transfer any Capital
Shares prior to the earlier to occur of (a) a Qualified IPO and (b) the fifth
anniversary of the date of this Agreement (the "Fifth Anniversary"), except as
contemplated by Sections 3.2, 3.3, 3.7 or 3.8 hereof or pursuant to an offering
of equity securities registered under the Securities Act by the Company (except
that the Company shall be under no obligation to register any Capital Shares
then held by the Individual Holders in connection with any such registered
offering), except to the extent required under Article IV; PROVIDED, HOWEVER,
that in the event the Fifth Anniversary occurs before a Qualified IPO, no Party
that is not a DLJ Party may transfer any Common Shares or Common Share
Equivalents to any Adverse Person prior to a Qualified IPO.
3.2 RIGHT OF PARTICIPATION.
(a) If one or more DLJ Parties and/or Permitted Transferees
(if any) propose to sell Common Shares or Common Share Equivalents for value
(such DLJ Parties and any such Permitted Transferees being referred to herein as
a "Transferor") in one transaction or a series of related transactions, but
excluding (a) a sale which is pursuant to a Qualified IPO, (b) a sale or sales
which are effected by one or more DLJ Parties and/or any Permitted
Transferee(s), in a single transaction or series of related transactions, and
which do not involve more than 25% of the Fully-Diluted Common Shares and (c)
any sale in which all of the Parties agree to participate, then such Transferor
shall offer (the "Participation Offer") to include in the proposed sale a number
of Common Shares or Common Shares represented by Common Share Equivalents
designated by any of the Parties, not to exceed, in respect of any such Party,
the number of Common Shares equal to the product of (i) the aggregate number of
Common Shares or Common Shares represented by
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Common Share Equivalents to be sold to the proposed transferee and (ii) a
fraction, the numerator of which is equal to the number of Fully- Diluted Common
Shares held by such Party and the denominator of which is equal to the number of
Fully-Diluted Common Shares. The Transferor shall give written notice to each
Party of the Participation Offer (the "Transferor's Notice") at least 20 days
prior to the proposed sale. The Transferor's Notice shall specify the proposed
transferee, the number of Common Shares or Common Shares represented by Common
Share Equivalents and, if applicable, the class or classes of Common Shares to
be sold to such transferee, the amount and type of consideration to be received
therefor, and the place and date on which the sale is to be consummated. Each
Party who wishes to include Common Shares or Common Share Equivalents in the
proposed sale in accordance with the terms of this Section 3.2 shall so notify
the Transferor not more than 20 days after the date of the Transferor's Notice.
The Participation Offer shall be conditioned upon the Transferor's sale of
Common Shares or Common Share Equivalents pursuant to the transactions
contemplated in the Transferor's Notice with the transferee named therein. If
any Party accepts the Participation Offer, the Transferor shall reduce to the
extent necessary the number of Common Shares or Common Share Equivalents it
otherwise would have sold in the proposed sale so as to permit other Parties who
have accepted the Participation Offer to sell the number of Common Shares or
Common Share Equivalents that they are entitled to sell under this Section 3.2,
and the Transferor and such other Party or Parties shall sell the number of
Common Shares or Common Share Equivalents specified in the Participation Offer
to the proposed transferee in accordance with the terms of such sale set forth
in the Transferor's Notice. Notwithstanding anything in the foregoing to the
contrary, no Common Share Equivalents shall receive the benefits of this Section
3.2 prior to the time such Common Share Equivalents are exercisable for or
convertible or exchangeable into Common Shares and, in order to obtain the
benefits of this Section 3.2, any such Common Share Equivalents in the form of
options, warrants or other securities convertible or exchangeable into or
exercisable for Common Shares must be exercised or cancelled prior to or
simultaneously with the consummation of the sale pursuant to this Section 3.2.
(b) The provisions of this Section 3.2 shall terminate upon
the consummation of a Qualified IPO.
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3.3 DRAG-ALONG RIGHTS.
(a) Notwithstanding any other provision in this Article III, if one or
more DLJ Parties (such DLJ Parties being referred to herein as the "Seller")
propose to sell fifty percent (50%) or more of the Common Shares and Common
Share Equivalents held by DLJ at the time of such sale ("Sale Shares") to a
third party or parties which is not an Affiliate of DLJ (a "Third Party")
pursuant to a Bona Fide Offer (as defined below), then Seller shall have the
right, subject to the provisions of this Section 3.3, to require all other
Parties that are not DLJ Parties (collectively, the "Co-Sellers") to include in
such sale (a "Required Sale") all of the Common Shares and Common Share
Equivalents held by the Co-Sellers (the "Co-Sellers' Shares") by delivering
notice (the "Required Sale Notice") to such other Parties.
(b) The Required Sale Notice shall set forth: (i) the date of such
notice (the "Notice Date"), (ii) the name and address of the Third Party, (iii)
the proposed amount and type of consideration to be paid per Common Shares for
the Sale Shares (the "Sale Price"), and the terms and conditions of payment
offered by the Third Party in reasonable detail, together with written proposals
or agreements, if any, with respect thereto, (iv) the aggregate number of Sale
Shares, (v) confirmation that Seller is selling fifty percent (50%) or more of
the aggregate number of Fully-Diluted Common Shares then held by DLJ to a Third
Party, and (vi) the proposed date of the Required Sale (the "Required Sale
Date"), which shall be not less than 30 nor more than 180 days after the Notice
Date.
(c) The Co-Sellers shall cooperate in good faith with Seller in
connection with consummating the Required Sale (including, without limitation,
the giving of consents and the voting of any Common Shares of the Company held
by the Co-Sellers to approve such Required Sale). On the Required Sale Date, the
Co-Sellers shall deliver, free and clear of all liens, claims or encumbrances, a
certificate or certificates and/or other instrument or instruments for all of
its Common Shares and Common Share Equivalents, duly endorsed and in proper form
for transfer, with the signature guaranteed, to such Third Party in the manner
and at the address indicated in the Required Sale Notice and Seller shall cause
each Co-Seller's share of the purchase price to be paid to such Co-Seller.
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(d) "Bona Fide Offer" shall mean an offer (whether in the form of a
purchase of Common Shares, merger, recapitalization, or otherwise) for Common
Shares.
(e) In the event of any Required Sale, all Co-Sellers which hold Common
Share Equivalents in the form of options, warrants or other securities
convertible into or exercisable for Common Shares must exercise or cancel all
such options, warrants or conversion or other rights prior to or simultaneously
with the consummation of the Required Sale.
(f) The provisions of this Section 3.3 shall terminate upon the
consummation of a Qualified IPO.
3.4 PROHIBITED TRANSFERS. Any purported transfer of Common Shares and/or
Common Share Equivalents by a Party which is not permitted by the provisions of
Section 3.1, 3.2 or 3.3, or which is in violation of such provisions, shall be
void and of no force and effect whatsoever.
3.5 CERTAIN EVENTS NOT DEEMED TRANSFERS. Except as contemplated by
Section 3.3, in no event shall any of the following constitute a transfer of
Common Shares for purposes of Section 3.1, 3.2 or 3.3 or be subject to the terms
hereof: (a) an exchange, reclassification or other conversion of Common Shares
into any cash, securities or other property pursuant to a merger, consolidation
or recapitalization of the Company or any Subsidiary with, or a sale or transfer
by the Company or any Subsidiary of all or substantially all its assets to, any
Person or (b) a conversion of outstanding Common Share Equivalents into Common
Shares in accordance with the terms thereof.
3.6 TRANSFERS SUBJECT TO COMPLIANCE WITH SECURITIES ACT. No Common
Shares may be transferred by a Party (other than pursuant to an effective
registration statement under the Securities Act) unless such Party first
delivers to the Company an opinion of counsel, which opinion and counsel shall
be reasonably satisfactory to the Company, to the effect that such transfer is
not required to be registered under the Securities Act.
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3.7 PERMITTED TRANSFEREES.
(a) Notwithstanding anything in this Agreement to the contrary, any DLJ
Party or any Permitted Transferee may, without the consent of the Company or any
of the Parties and without compliance with Section 3.1, 3.2 or 3.3, at any time
transfer any or all of its Common Shares and Common Share Equivalents to one or
more Permitted Transferees, so long as the transfer to such Person is not in
violation of applicable federal or state securities laws, and such Person(s), by
accepting such Common Shares and/or Common Share Equivalents, shall be deemed to
have agreed to be bound by the terms of this Agreement on the same terms as DLJ
generally. In the event that any DLJ Party or any Permitted Transferee transfers
any Common Shares and/or Common Share Equivalents to any transferee other than a
Permitted Transferee or any Person which is a Party to this Agreement, such
Common Shares and/or Common Share Equivalents, as the case may be, shall
thereafter be free from the restrictions set forth in this Agreement and no
longer subject thereto and such transferee shall have no rights hereunder, and
the definition of Party hereunder shall not include such transferee.
(b) Notwithstanding anything in this Agreement to the contrary, upon the
death of any Party who is a natural person, the transfer of any or all of its
Common Shares and/or Common Share Equivalents to one or more of such Party's
legatees, heirs or trustees of a testamentary trust, or to an executor or
administrator of the estate of such deceased Party incident to guardianship or
probate proceedings involving such estate shall not require the consent of the
Company or any of the Parties and shall not be subject to compliance with
Section 3.1, 3.2, 3.3 or 3.4 so long as (i) such heir shall have agreed in
writing to be bound by the terms of this Agreement and (ii) the transfer to such
heir is not in violation of applicable federal or state securities laws.
3.8 INDIVIDUAL HOLDERS TRANSFERS. Notwithstanding anything in this
Agreement to the contrary, any Individual Holder or Permitted Individual Holder
Transferee may, without the consent of the Company or any of the Parties and
without compliance with Section 3.1, 3.2 or 3.3, at any time transfer any or all
of its Common Shares and Common Share Equivalents to one or more Permitted
Individual Holder Transferees or Individual Holders, so long as the transfer to
such Person is not in violation of applicable federal or
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state securities laws, and such Person(s), by accepting such Common Shares
and/or Common Share Equivalents, shall be deemed to have agreed to be bound by
the terms of this Agreement (on the same terms as the Individual Holder). In the
event that any Individual Holder or any Permitted Individual Holder Transferee
transfers any Common Shares and/or Common Share Equivalents to any transferee
other than a Permitted Individual Holder Transferee or any Person which is a
Party to this Agreement in accordance with the terms of this Agreement, such
Common Shares and/or Common Share Equivalents, as the case may be, shall
thereafter be free from the restrictions set forth in this Agreement and no
longer subject thereto and such transferee shall have no rights hereunder, and
the definition of Party hereunder shall not include such transferee.
ARTICLE IV
PIGGY-BACK REGISTRATION
4.1 NOTICE; PIGGYBACK REGISTRATION. Subject to the provisions of this
Agreement, if the Company proposes to file a registration statement under the
Securities Act with respect to an offering of any equity securities by the
Company for its own account or for the account of any of its equity holders
(other than a registration statement on Form S-4 or Form S-8, or any substitute
form that may be adopted by the SEC, or any registration statement filed in
connection with an exchange offer or offering of securities solely to the
Company's existing security holders), then the Company shall give written notice
of such proposed filing to the Parties (including any Permitted Individual
Holder Transferees) as soon as practicable (but in no event less than 30 days
before the anticipated effective date of such registration statement), and such
notice shall offer such Persons the opportunity to register such number of
Registrable Securities as each such Person may request (a "Piggyback
Registration"). Subject to Sections 4.2, 4.3, 4.4, 4.5 and 4.6 hereof, the
Company shall include in each such Piggyback Registration all Registrable
Securities requested to be included in the registration for such offering. Each
such holder of Registrable Securities shall be permitted to withdraw all or part
of such holder's Registrable Securities from a Piggyback Registration at any
time prior to the effective date thereof.
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4.2 SELECTION OF UNDERWRITERS. DLJ Partners II shall, for a period of
thirty (30) days after the receipt by DLJ Partners II of Notice of a Piggyback
Registration, have the right, but not the obligation, to designate, in its sole
and absolute discretion, the book-running managing Underwriter with respect to
the Piggyback Registration or any other underwritten public offering of
Registrable Securities or other securities of the Company (the "Managing
Underwriter") and shall, in consultation with the Company, select such
additional Underwriters to be used in connection with the offering, if any,
unless, at the time the Company takes the necessary corporate action to approve
the filing of the registration statement, DLJ and Permitted Transferees
collectively do not beneficially own at least five percent (5%) of the
Fully-Diluted Common Shares. In the event that DLJ Partners II exercises such
right by notifying the Company thereof, DLJ Partners II shall select, upon
consultation with the Company, one or more co-managers for each such offering if
DLJ Partners II, in its sole discretion, shall determine that any be necessary,
and the underwriting fees related to any such offering shall be allocated among
any such co-managers in such proportions as DLJ Partners II shall determine. The
Managing Underwriter's compensation for such services will be at market rates
subject to the type and size of the offering. In the event of any such offering,
the Managing Underwriter and the Company will enter into an agreement
appropriate to the circumstances, containing provisions for, among other things,
compensation, indemnification, contribution, and representations and warranties,
which are usual and customary for similar agreements entered into by the
Managing Underwriter or other investment bankers of national standing acting in
similar transactions. The Managing Underwriter shall have no obligation to act
as underwriter or dealer-manager to the Company or to purchase any securities of
the Company, except to the extent that such obligations arise out of an
underwriting agreement or dealer-manager agreement, as the case may be, with
respect to a particular offering executed and delivered by both the Managing
Underwriter and the Company. In the event that DLJ and Permitted Transferees
collectively do not beneficially own at least five percent (5%) of the
Fully-Diluted Common Shares at the time the Company takes the necessary
corporate action to approve the filing of the registration statement, or DLJ
Partners II does not exercise such right within such thirty (30) day period by
notifying the Company thereof, the Company shall select the book-running
managing Underwriter
15
and such additional Underwriters to be used in connection with the offering.
4.3 UNDERWRITERS' CUT-BACKS. The Company shall use all commercially
reasonable efforts to cause the Managing Underwriter or any other managing
Underwriter of a proposed underwritten offering, as the case may be, to permit
the Registrable Securities requested to be included in the registration
statement for such offering under Section 4.1 or pursuant to other piggyback
registration rights, if any, granted by the Company ("Piggyback Securities") to
be included on the same terms and conditions as any similar securities included
therein. Notwithstanding the foregoing, the Company shall not be required to
include any Party's Piggyback Securities in such offering unless such Party
accepts the terms of the underwriting agreement between the Company and the
Managing Underwriter (or other managing Underwriter) or Underwriters, and
otherwise complies with the provisions of Section 4.4 below. If the managing
Underwriter or Underwriters of a proposed underwritten offering advise the
Company in writing that in their opinion the total amount of securities,
including Piggyback Securities, to be included in such offering is sufficiently
large to potentially impede or interfere with the offering, then in such event
the securities to be included in such offering shall be allocated first to the
Company and then, to the extent that any additional securities can, in the
opinion of such managing Underwriter or Underwriters, be sold without any such
potential to impede or interfere with the offering, pro rata among the holders
of Piggyback Securities on the basis of the number of Registrable Securities
requested to be included in such registration by each such holder.
4.4 PARTICIPATION. No Party may participate in any underwritten
registration under this Article IV unless such Party (a) agrees to sell such
Party's Registrable Securities on the basis provided in any underwriting
arrangements approved by the Person entitled hereunder to approve such
arrangements, (b) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements and this Agreement and (c) if
requested by another Person participating in such underwritten registration,
provides that all securities convertible or exchangeable into Common Shares that
are included in such underwritten registration shall be so
16
converted or exchanged on or prior to the consummation thereof.
4.5 TERMINATION BY THE COMPANY. Notwithstanding anything herein to the
contrary, at any time prior to the effectiveness of any registration statement
filed pursuant hereto, the Company shall have the right, in its sole and
absolute discretion, not to proceed with the registration of any securities
pursuant to such registration statement and, in the event that the Company
exercises such right, no holder of Registrable Securities shall have any right
to require the Company to register any such Registrable Securities except in
accordance with the express provisions of this Agreement.
4.6 LOCK-UP LETTERS. Each holder of Registrable Securities (whether or
not such Registrable Securities are included in a registration statement
pursuant hereto) agrees to execute a written agreement not to effect any public
sale or distribution of the issue being registered or of any securities
convertible into or exchangeable or exercisable for such securities, including a
sale pursuant to Rule 144 under the Securities Act, during the 14 days prior to,
and during the 180-day period beginning on the effective date of a registration
statement filed pursuant hereto except as part of such registration if and to
the extent requested by the Company in the case of a non-underwritten public
offering or if and to the extent requested by the Managing Underwriter or
managing Underwriter or Underwriters, as the case may be, in the case of an
underwritten public offering.
ARTICLE V
REGISTRATION PROCEDURES
5.1 PROCEDURES.
(a) The Company may require each Selling Holder to promptly furnish in
writing to the Company such information regarding the distribution of the
Registrable Securities as it may from time to time reasonably request and such
other information as may be legally required in connection with any
registration. Notwithstanding anything herein to the contrary, the Company shall
have the right to exclude from any offering the Registrable Securities of any
Selling Holder who does not comply with the provisions of the immediately
preceding sentence.
17
(b) Each Selling Holder agrees that, (i) upon receipt of any notice from
the Company of the happening of any event which makes any statement made in a
registration statement or related prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or
that requires the making of any changes in such registration statement,
prospectus or documents so that, in the case of the registration statement, it
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the prospectus, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, (ii)
such Selling Holder will forthwith discontinue disposition of Registrable
Securities pursuant to the registration statement covering such Registrable
Securities until such Selling Holder's receipt of the copies of the supplemented
or amended prospectus contemplated by Section 5.1(b)(i) hereof, and, if so
directed by the Company, such Selling Holder will deliver to the Company all
copies, other than permanent file copies, then in such Selling Holder's
possession, of the most recent prospectus covering such Registrable Securities
at the time of receipt of such notice. In the event the Company shall give such
notice, the Company shall extend the period during which such registration
statement shall be maintained effective by the number of days during the period
from and including the date of the giving of notice pursuant to Section
5.1(b)(i) hereof to the date when the Company shall make available to the
Selling Holders of Registrable Securities covered by such registration statement
a prospectus supplemented or amended to conform with the requirements of Section
5.1(b)(i) hereof.
5.2 REGISTRATION EXPENSES. In connection with any registration statement
required to be filed hereunder, the Company shall pay the following registration
expenses (the "Registration Expenses"): (a) all registration and filing fees
(including, without limitation, with respect to filings to be made with the
National Association of Securities Dealers, Inc.), (b) fees and expenses of
compliance with securities or blue sky laws (including reasonable fees and
disbursements of counsel in connection with blue sky qualifications of the
Registrable Securities), (c) printing expenses, (d) internal expenses of the
Company (including,
18
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), (e) the fees and expenses incurred in
connection with the listing on an exchange of the Registrable Securities if the
Company shall choose to list such Registrable Securities, (f) fees and
disbursements of counsel for the Company and customary fees and expenses for
independent certified public accountants retained by the Company, (g) the fees
and expenses of any special experts retained by the Company in connection with
such registration, and (h) fees and expenses of any "qualified independent
underwriter" or other independent appraiser participating in an offering
pursuant to Rule 2720(c) of the National Association of Securities Dealers, Inc.
The Company shall not have any obligation to pay any underwriting fees,
discounts, or commissions attributable to the sale of Registrable Securities or,
except as provided by clause (b) or (h) above, any out-of-pocket expenses of the
Selling Holders (or the agents who manage their accounts) or the fees and
disbursements of counsel for any Underwriter.
5.3 DEFERRAL. Notwithstanding anything to the contrary contained in this
Agreement, the Company shall not be obligated to prepare and file, or cause to
become effective, any registration statement pursuant to this Agreement at any
time when, in the good faith judgment of the Board of Directors, the filing
thereof at the time requested or the effectiveness thereof after filing should
be delayed to permit the Company to include in the registration statement the
financial statements of the Company (and any required audit opinion thereon) for
the then immediately preceding fiscal year or fiscal quarter, as the case may
be. The filing of a registration statement by the Company cannot be deferred
pursuant to the provisions of the immediately preceding sentence beyond the time
that such financial statements (or any required audit opinion thereon) would be
required to be filed with the SEC as part of the Company's Annual Report on Form
10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were
then obligated to file such reports. Notwithstanding anything to the contrary
contained in this Agreement, the Company shall not be obligated to cause a
registration statement previously filed pursuant hereto to become effective, and
may suspend sales by the Parties of Registrable Securities under any
registration that has previously become effective, at any time when, in the good
faith judgment of the Board of Directors, it reasonably believes that the
effectiveness of such registration statement or the offering of securities
19
pursuant thereto would materially adversely affect a pending or proposed
acquisition, merger, recapitalization, consolidation, reorganization or similar
transaction or negotiations, discussions or pending proposals with respect
thereto; provided that deferrals pursuant to this sentence shall not exceed, in
the aggregate, 120 days in any calendar year. The filing of a registration
statement, or any amendment or supplement thereto by the Company cannot be
deferred, and the rights of holders of Registrable Securities to make sales
pursuant to an effective registration statement cannot be suspended, pursuant to
the provisions of the immediately preceding sentence, for more than 15 days
after the abandonment or consummation of any of the foregoing proposals or
transactions or, in any event, for more than 30 days after the date of the
determination of the Board of Directors pursuant to the immediately preceding
sentence of this Section 5.3.
ARTICLE VI
TERMINATION
6.1 TERMINATION. This Agreement shall terminate upon the earlier of (i)
the dissolution, liquidation or winding-up of the Company or (ii) the date on
which DLJ and all Permitted Transferees collectively are no longer the
beneficial owner of at least five percent (5%) of the Fully-Diluted Common
Shares. A Person who ceases to hold any Common Shares or Common Share
Equivalents and who ceases to beneficially own any Common Shares or Common Share
Equivalents shall cease to be a Party and shall have no further rights or
obligations under this Agreement.
ARTICLE VII
MISCELLANEOUS
7.1 AMENDMENT. Any provision of this Agreement may be altered,
supplemented, amended, or waived only by the written consent of each of (i) the
Company and (ii) all of the Parties, except that any Party may unilaterally
waive any of its rights hereunder so long as such waiver is in writing.
7.2 SPECIFIC PERFORMANCE. The Parties and the Company recognize that the
obligations imposed on them in this
20
Agreement are special, unique, and of extraordinary character, and that in the
event of breach by any party, damages will be an insufficient remedy;
consequently, it is agreed that the Parties and the Company may have specific
performance and injunctive relief (in addition to damages) as a remedy for the
enforcement hereof, without proving damages.
7.3 ASSIGNMENT. Except as otherwise expressly provided herein, the terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the respective successors and assigns of the Parties and the Company. No
such assignment shall relieve the assignor from any liability hereunder. Any
purported assignment made in violation of this Section 7.3 shall be void and of
no force and effect.
7.4 SHARES SUBJECT TO THIS AGREEMENT. All Common Shares and Common Share
Equivalents now owned or hereafter acquired by any of the Parties shall be
subject to, and entitled to the benefits of, the terms of this Agreement.
7.5 LEGENDS.
(a) Each certificate for Common Shares and Common Share Equivalents held
by any Person a party hereto shall include a legend in substantially the
following form:
THIS SECURITY IS SUBJECT TO CERTAIN VOTING AGREEMENTS,
RESTRICTIONS ON TRANSFER, AND OTHER TERMS AND CONDITIONS SET
FORTH IN THE STOCKHOLDERS AGREEMENT, DATED AS OF JULY 16,
1997, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF
WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL
EXECUTIVE OFFICES.
(b) A restriction on transfer of Common Shares set forth in such legend
(a "Restriction") shall cease and terminate as to any particular Common Shares
when, in the opinion of the Company and counsel reasonably satisfactory to the
Company (which opinion shall be delivered to the Company in writing), such
Restriction is no longer required. Whenever such Restriction shall cease and
terminate as to any Common Shares, the holder thereof shall be entitled to
receive from the Company, without expense to such holder, new certificate(s) not
bearing a legend stating such Restriction.
21
7.6 NOTICES. Any and all notices, designations, consents, offers,
acceptances or other communications provided for herein (each a "Notice") shall
be given in writing by overnight courier, telegram or telecopy which shall be
addressed, or sent, to the respective addresses as follows (or such other
address as the Company or any Party may specify to the Company and all other
Parties by Notice):
THE COMPANY:
WGL Holdings, Inc.
10,000 Xxxxxx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: President
Telecopy No.: (000) 000-0000
DLJ PARTIES:
DLJ PARTNERS II
DLJ Merchant Banking Partners II, L.P.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxxx/Xxx Xxxxx
Telecopy No.: (000) 000-0000
DLJ FUNDING II
DLJMB Funding II, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxxx/Xxx Xxxxx
Telecopy No.: (000) 000-0000
DLJ PARTNERS II-A
DLJ Merchant Banking Partners II-A, L.P.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxxx/Xxx Xxxxx
Telecopy No.: (000) 000-0000
DIVERSIFIED PARTNERS
DLJ Diversified Partners, L.P.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxxx/Xxxxxx Xxxxxxxxx
Telecopy No.: (000) 000-0000
22
DIVERSIFIED PARTNERS-A
DLJ Diversified Partners-A, L.P.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxxx/Xxxxxx Xxxxxxxxx
Telecopy No.: (000) 000-0000
MILLENNIUM PARTNERS
DLJ Millennium Partners, L.P.
c/o DLJ Merchant Banking II, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxxx/Xxxxxx Xxxxxxxxx
Telecopy No.: (000) 000-0000
FIRST ESC
DLJ First ESC L.L.C.
c/o DLJ LBO Plans Management Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxxx/Xxxxxx Xxxxxxxxx
Telecopy No.: (000) 000-0000
OFFSHORE PARTNERS II
DLJ Offshore Partners II, C.V.
c/o DLJ Offshore Management N.V.
Xxxx X. Xxxxxxxxxx 00
Xxxxxxxxxx, Xxxxxxx
Xxxxxxxxxxx, Antilles
Telecopy No.: 011-59-99-614-129
EAB PARTNERS
DLJ EAB Partners, L.P.
c/o DLJ LBO Plans Management Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxx Xxxxx/Xxxxxx Xxxxxxxxx
Telecopy No.: (000) 000-0000
UK PARTNERS
UK Investment Plan 1997 Partners
2121 Avenue of the Stars
Xxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxx
Telecopy No.: (000) 000-0000
in each case with a copy to:
23
Xxxxxx X. Xxxxx, Esq.
Weil, Gotshal & Xxxxxx LLP
000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Telecopy No.: (000) 000-0000
EACH OTHER PARTY:
To such address or telecopy number of such Party as is set forth on SCHEDULE I
hereto or as such Party provides by Notice to the Company and all other Parties
or, if such address is not so provided, to such Party's address as is reflected
on the stock transfer records of the Company at such time.
All Notices shall be deemed effective and received (a) if given by telecopy,
when such telecopy is transmitted to the telecopy number specified above and
receipt thereof is confirmed; (b) if given by overnight courier, on the business
day immediately following the day on which such Notice is delivered to a
reputable overnight courier service; or (c) if given by telegram, when such
Notice is delivered at the address specified above. No Party shall be entitled
to receive a Notice hereunder (or a copy of a Notice delivered to the Company)
if, at the time such Notice is to be sent, such Party (including its Affiliates
and the employees of such Party and its Affiliates) no longer owns any Common
Shares.
7.7 CONFIDENTIALITY. The Parties shall, and shall cause their respective
officers, directors, employees and agents and the respective subsidiaries and
Affiliates of the Parties and their respective officers, directors, employees
and agents to, hold confidential and not use in any manner detrimental to the
Company or any of its Subsidiaries all information they may have or obtain
concerning the Company or any of its Subsidiaries and their respective assets,
business, operations or prospects ("Confidential Information"); PROVIDED,
HOWEVER, that the foregoing shall not apply to (a) information that is or
becomes generally available to the public other than as a result of a disclosure
by a Party or any of its employees, agents, accountants, legal counsel or other
representatives, (b) information that is or becomes available to a Party or any
of its employees, agents, accountants, legal counsel or other representatives on
a nonconfidential basis prior to its disclosure by the Company or its employees,
agents, accountants, legal counsel or other representatives, and
24
(c) information that is required to be disclosed by a Party or any of its
employees, agents, accountants, legal counsel or other representatives as a
result of any applicable law, rule or regulation of any governmental authority
or stock exchange. If any Party desires to sell Common Shares and in connection
with such potential sale desires to disclose information regarding the Company
to the potential purchaser in such sale which it is not permitted to disclose
pursuant to the preceding sentence, such Party shall notify the Company of such
Party's desire to disclose such information and shall identify the potential
purchaser in such notification. The Company may require any such potential
purchaser of Common Shares to enter into a confidentiality agreement with
respect to Confidential Information on customary terms used in confidentiality
agreements in connection with corporate acquisitions.
7.8 EXCLUSIVE FINANCIAL ADVISOR AND INVESTMENT BANKING ADVISOR. During
the five-year period beginning on the date hereof, DLJSC, or any Affiliate of
DLJSC that DLJ Partners II or DLJSC may choose, in their sole and absolute
discretion, shall be engaged as the exclusive financial and investment banking
advisor for the Company and its subsidiaries pursuant to the terms of an
agreement substantially in the form of the agreement attached hereto as EXHIBIT
A hereto.
7.9 COUNTERPARTS. This Agreement may be executed in two or more
counterparts and each counterpart shall be deemed to be an original and all such
counterparts together shall constitute one and the same agreement of the parties
hereto.
7.10 SECTION HEADINGS. Headings contained in this Agreement are inserted
only as a matter of convenience and in no way define, limit or extend the scope
or intent of this Agreement or any provisions hereof.
7.11 CHOICE OF LAW. This Agreement, including, without limitation, the
interpretation, construction, validity and enforceability thereof, shall be
governed by the internal laws of the State of New York including Section 5-1401
of the General Obligations Law of the State of New York without regard to the
principles of conflict of laws thereof.
7.12 ENTIRE AGREEMENT. This Agreement contains the entire understanding
of the parties hereto respecting the
25
subject matter hereof and supersedes all prior agreements, discussions and
understandings with respect thereto.
7.13 CUMULATIVE RIGHTS. The rights of the Parties and the Company under
this Agreement are cumulative and in addition to all similar and other rights of
the parties under other agreements.
7.14 SEVERABILITY. If any term, provision, covenant, or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
7.15 SUBMISSION TO JURISDICTION. (a) Any legal action or proceeding with
respect to this Agreement, the Common Shares or any document related thereto may
be brought in the courts of the State of New York or of the United States of
America for the Southern District of New York, and, by execution and delivery of
this Agreement, the Company and each Party hereby accepts for itself and in
respect of its property, generally and unconditionally, the jurisdiction of the
aforesaid courts. The parties hereto hereby irrevocably waive any objection,
including, without limitation, any objection to the laying of venue or based on
the grounds of FORUM NON CONVENIENS, which any of them may now or hereafter have
to the bringing of any such action or proceeding in such respective
jurisdictions.
(b) The Company and each Party irrevocably consent to the service of
process of any of the aforesaid courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to
the Company or such Party, respectively, at its address provided herein or on
SCHEDULE I, as the case may be.
(c) Nothing contained in this Section 7.15 shall affect the right of any
party hereto to serve process in any other manner permitted by law.
7.16 WAIVER OF JURY TRIAL. Each of the parties hereto waives any right
it may have to trial by jury in respect of any litigation based on, or arising
out of, under or in connection with this Agreement, any Common Shares or any
26
course of conduct, course of dealing, verbal or written statement or action of
any party hereto.
[SIGNATURES CONTAINED ON SUCCEEDING PAGES]
27
IN WITNESS WHEREOF, the parties hereto have executed this Stockholders
Agreement as of the date first above written.
WGL Holdings, Inc.
By: /S/ Xxxxxx Xxxxxxx
------------------------------------------
Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
DLJ MERCHANT BANKING PARTNERS II, L.P.
By: DLJ MERCHANT BANKING II, INC.
Managing General Partner
By:/s/ Xxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxx
-------------------------------------
Title: Attorney-in-Fact
------------------------------------
DLJMB FUNDING II, INC.
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
------------------------------------
Title: Attorney-in-Fact
------------------------------------
DLJ MERCHANT BANKING PARTNERS II-A, L.P.
By: DLJ MERCHANT BANKING II, INC.
Managing General Partner
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
------------------------------------
Title: Attorney-in-Fact
-----------------------------------
28
DLJ DIVERSIFIED PARTNERS, L.P.
By: DLJ DIVERSIFIED PARTNERS, INC.
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
-------------------------------------
Title: Attorney-in-Fact
------------------------------------
DLJ DIVERSIFIED PARTNERS-A, L.P.
By: DLJ DIVERSIFIED PARTNERS, INC.
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
-------------------------------------
Title: Attorney-in-Fact
------------------------------------
DLJ MILLENNIUM PARTNERS, L.P.
By: DLJ MERCHANT BANKING II, INC.
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
-------------------------------------
Title: Attorney-in-Fact
------------------------------------
DLJ FIRST ESC L.L.C.
By: DLJ LBO PLANS MANAGEMENT
CORPORATION
As Manager
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
-------------------------------------
Title: Attorney-in-Fact
------------------------------------
29
DLJ OFFSHORE PARTNERS II, C.V.
By: DLJ MERCHANT BANKING II, INC.
Managing General Partner
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
-------------------------------------
Title: Attorney-in-Fact
------------------------------------
DLJ EAB PARTNERS, L.P.
By: DLJ LBO PLANS MANAGEMENT CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
-------------------------------------
Title: Attorney-in-Fact
------------------------------------
UK INVESTMENT PLAN 1997 PARTNERS
By: XXXXXXXXX, LUFKIN & XXXXXXXX, INC.
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
-------------------------------------
Title: Attorney-in-Fact
------------------------------------
30
/s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxxxxxx
/s/ Xxx X. Xxxxxxxxxx
--------------------------------------------
Xxx X. Xxxxxxxxxx
/s/ Xxxxx X. Xxxxxxxxxx
--------------------------------------------
Xxxxx X. Xxxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------------------------
Xxxxxxx X. Xxxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------------------------
Xxxxxxx X. Xxxxxxxxxx
/s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxxxxxx
/s/ Xxxxxxxx X. Xxxxxxxxxxx
--------------------------------------------
Xxxxxxxx X. Xxxxxxxxxxx
/s/ Xxxx X. Xxxxxxxxxxx
--------------------------------------------
Xxxx X. Xxxxxxxxxxx
/s/ Xxxxxx Xxx Xxxxxxxxxx
--------------------------------------------
Xxxxxx Xxx Xxxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------------------------
Xxxxxxx X. Xxxxxxxxxx
/s/ Xxxxxx Xxxxxxxxxx
--------------------------------------------
Xxxxxx Xxxxxxxxxx
31
SCHEDULE I
This Schedule I is a part of and is incorporated into that certain
letter agreement (together, the "Agreement") dated July 10, 1997 by and between
WGL Holdings, Inc. (which together with its subsidiaries is hereinafter referred
to as the "Company") and Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation
("DLJ").
The Company will indemnify and hold harmless DLJ and its affiliates,
and the respective directors, officers, agents and employees of DLJ and its
affiliates (other than the Company) (DLJ and each such entity or person, an
"Indemnified Person"), from and against any losses, claims, damages, judgments,
assessments, costs and other liabilities (collectively, "Liabilities"), and will
reimburse each Indemnified Person for all fees and expenses (including the
reasonable fees and expenses of counsel) (collectively, "Expenses") as they are
incurred in investigating, preparing, pursuing or defending any claim, action,
proceeding or investigation, whether or not in connection with pending or
threatened litigation and whether or not any Indemnified Person is a party
(collectively, "Actions"), arising out of or in connection with advice or
services rendered or to be rendered by any Indemnified Person pursuant to this
Agreement, the transactions contemplated hereby or any Indemnified Person's
actions or inactions in connection with any such advice, services or
transactions; provided that the Company will not be responsible for any
Liabilities or Expenses of any Indemnified Person that are determined by a
judgment of a court of competent jurisdiction which is no longer subject to
appeal or further review to have resulted solely from such Indemnified Person's
gross negligence or willful misconduct in connection with any of the advice,
actions, inactions or services referred to above. The Company also agrees to
reimburse each Indemnified Person for all Expenses as they are incurred in
connection with enforcing such Indemnified Person's rights under this Agreement
(including, without limitation, its rights under this Schedule I).
Upon receipt by an Indemnified Person of actual notice of an Action
against such Indemnified Person with respect to which indemnity may be sought
under this Agreement, such Indemnified Person shall promptly notify the Company
in writing; provided that failure so to notify the Company shall not relieve the
Company from any liability which the Company may have on account of this
indemnity or otherwise, except to the extent the Company shall have been
materially prejudiced by such failure. The Company shall, if requested by DLJ,
assume the defense of any such Action including the employment of counsel
reasonably satisfactory to DLJ. Any Indemnified Person shall have the right to
employ separate counsel in any such action and participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Person, unless: (i) the Company has failed promptly to assume
the defense and employ counsel or (ii) the named parties to any such Action
(including any impleaded parties) include such Indemnified Person and the
Company, and such Indemnified Person shall have been advised by counsel that
there may be one or more legal defenses available to it which are different from
or in addition to those available to the Company; provided that the Company
shall not in such event be responsible hereunder for the fees and expenses of
more than one firm of separate counsel in connection with any Action in the same
jurisdiction, in addition to any local counsel. The Company shall not be liable
for any settlement of any Action effected without its written consent. In
addition, the Company will not, without prior written consent of DLJ, settle,
compromise or consent to the entry of any judgment in or otherwise seek to
terminate any pending or threatened Action in respect of which indemnification
or contribution may be sought hereunder (whether or not any Indemnified
Person is a party thereto) unless such settlement, compromise, consent or
termination includes an unconditional release of each Indemnified Person from
all Liabilities arising out of such Action.
In the event the foregoing indemnity is unavailable to an Indemnified
Person [other than] in accordance with this Agreement, the Company shall
contribute to the Liabilities and Expenses paid or payable by such Indemnified
Person in such proportion as is appropriate to reflect (i) the relative benefits
to the Company and its shareholders, on the one hand, and to DLJ, on the other
hand, of the matters contemplated by this Agreement or (ii) if the allocation
provided by the immediately preceding clause is not permitted by the applicable
law, not only such relative benefits but also the relative fault of the Company,
on the one hand, and DLJ, on the other hand, in connection with the matters as
to which such Liabilities or Expenses relate, as well as any other relevant
equitable considerations; provided that in no event shall the Company contribute
less than the amount necessary to ensure that all Indemnified Persons, in the
aggregate, are not liable for any Liabilities and Expenses in excess of the
amount of fees actually received by DLJ pursuant to the Agreement. For purposes
of this paragraph, the relative benefits to the Company and its shareholders, on
the one hand, and to DLJ, on the other hand, of the matters contemplated by the
Agreement shall be deemed to be in the same proportion as (a) the total value
paid or contemplated to be paid or received or contemplated to be received by
the Company or the Company's shareholders, as the case may be, in the
transaction or transactions that are within the scope of the Agreement, whether
or not any such transaction is consummated, bears to (b) the fees paid or to be
paid to DLJ under the Agreement.
The Company also agrees that no Indemnified Person shall have any
liability (whether direct or indirect, in contract or tort or otherwise) to the
Company for or in connection with advice or services rendered or to be rendered
by any Indemnified Person pursuant to this Agreement, the transactions
contemplated hereby or any Indemnified Person's actions or inactions in
connection with any such advice, services or transactions except for Liabilities
(and related Expenses) of the Company that are determined by a judgment of a
court of competent jurisdiction which is no longer subject to appeal or further
review to have resulted solely from such Indemnified Person's gross negligence
or willful misconduct in connection with any such advice, actions, inactions or
services.
The reimbursement, indemnity and contribution obligations of the
Company set forth herein shall apply to any modification of this Agreement and
shall remain in full force and effect regardless of any termination of, or the
completion of any Indemnified Person's services under or in connection with,
this Agreement.
SCHEDULE I
INDIVIDUAL HOLDERS
Xxxxxx X. Xxxxxxxxxx
Address: 000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Telecopy No.: (000) 000-0000
Xxx X. Xxxxxxxxxx
address: 000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Telecopy No.: (000) 000-0000
Xxxxx X. Xxxxxxxxxx
Address: 00000 Xxxxxxxxx Xxxx
Xxxxx, XX 00000
Telecopy No.: (000) 000-0000
Xxxxxxx X. Xxxxxxxxxx
Address: 00000 Xxxxxxxxx Xxxx
Xxxxx, XX 00000
Telecopy No.: (000) 000-0000
Xxxxxxx X. Xxxxxxxxxx
Address: 00 Xxxxxx Xxxxxx
Xxxx Xxxxxxx, XX 00000
Telecopy No.: (000) 000-0000
Xxxxxx X. Xxxxxxxxxx
Address: 00 Xxxxxx Xxxxxx
Xxxx Xxxxxxx, XX 00000
Telecopy No.: (000) 000-0000
Xxxxxxxx X. Xxxxxxxxxxx
Address: 0000-0 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Telecopy No.: (000) 000-0000
Xxxx X. Xxxxxxxxxxx
Address: 0000-0 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Telecopy No.: (000) 000-0000
Xxxxxx Xxx Xxxxxxxxxx
Address: 00 Xxxxxxxx Xxxxxx; Xxxx 0
Xxxxxxxxxxx, XX 00000
Telecopy No.: (000) 000-0000
33
Xxxxxxx X. Xxxxxxxxxx
Address: 0000 Xxxxxxx Xxxx
Xxxxx, XX 00000
Telecopy No.: (000) 000-0000
Xxxxxx Xxxxxxxxxx
Address: 0000 Xxxxxxx Xxxx
Xxxxx, XX 00000
Telecopy No.: (000) 000-0000
34
Date: Oct 10, 1997 /s/ Xxxx X. Xxxxxxxx
---------------- ------------------------------------
Xxxx X. Xxxxxxxx
Date: Oct 24, 1997 /s/ Xxx X. Xxxxxxxx
---------------- ------------------------------------
Xxx X. Xxxxxxxx
Date: Oct 21, 1997 /s/ Xxxxxxx X. Xxxx
---------------- ------------------------------------
Xxxxxxx X. Xxxx
Date: Oct 17, 1997 /s/ Xxxxx X. Xxxxxxx
---------------- ------------------------------------
Xxxxx X. Xxxxxxx
Date: Oct 16, 1997 /s/ Xxxxxxx X. Xxxxx
---------------- ------------------------------------
Xxxxxxx X. Xxxxx
Date: Oct 15, 1997 /s/ Xxxxxx X. Xxxxxxxx
---------------- ------------------------------------
Xxxxxx X. Xxxxxxxx
Date: Oct 16, 1997 /s/ Xxxxxxx X. X. Xxxxx
---------------- ------------------------------------
Xxxxxxx X. X. Xxxxx
Date: Oct 09, 1997 /s/ Xxxxx X. XxXxxxxx
---------------- ------------------------------------
Xxxxx X. XxXxxxxx
Date: Nov 04, 1997 /s/ Xxxxxx X. Xxxx
---------------- ------------------------------------
Xxxxxx X. Xxxx
Date: Oct 09, 1997 /s/ Xxxxxxx X. Xxxxxxxx
---------------- ------------------------------------
Xxxxxxx X. Xxxxxxxx
Date: Nov 06, 1997 /s/ Xxxxx X. Xxxxxxxxx
---------------- ------------------------------------
Xxxxx X. Xxxxxxxxx
Date: Nov 03, 1997 /s/ Xxxxxx X. Xxxxxxxx
---------------- ------------------------------------
Xxxxxx X. Xxxxxxxx
Date: Oct 21, 1997 /s/ Xxxx X. Xxxxxxx
---------------- ------------------------------------
Xxxx X. Xxxxxxx
Date: Oct 09, 1997 /s/ Xxxxx X. Xxxxx, Xx.
---------------- ------------------------------------
Xxxxx X. Xxxxx, Xx.
Date: Oct 18, 1997 /s/ Xxxxxxxx X. Xxxxxxxx
---------------- ------------------------------------
Xxxxxxxx X. Xxxxxxxx
Date: Oct 12, 1997 /s/ Xxxxxxxxx X. Xxxxx
---------------- ------------------------------------
Xxxxxxxxx X. Xxxxx
Date: Oct 30, 1997 /s/ Xxxxxxx X. Xxxxxxxx
---------------- ------------------------------------
Xxxxxxx X. Xxxxxxxx
Date: Oct 08, 1997 /s/ Xxxxxx X. Xxxxxxx
---------------- ------------------------------------
Xxxxxx X. Xxxxxxx
Date: Nov 05, 1997 /s/ Xxxxxx X. Xxxxxx
---------------- ------------------------------------
Xxxxxx X. Xxxxxx
Date: Oct 10, 1997 /s/ Xxxxxx X. Xxxxxxx
---------------- ------------------------------------
Xxxxxx X. Xxxxxxx
Date: Oct 13, 1997 /s/ Xxxxx X. Xxxxx
---------------- ------------------------------------
Xxxxx X. Xxxxx
Date: Oct 30, 1997 /s/ Xxxxxx X. Xxxxxxx
---------------- ------------------------------------
Xxxxxx X. Xxxxxxx
Date: Oct 14, 1997 /s/ Xxxxxxxx X. Xxxxxxxx
---------------- ------------------------------------
Xxxxxxxx X. Xxxxxxxx
Date: Nov 05, 97 /s/ Xxxxx X. Xxxxx
---------------- ------------------------------------
Xxxxx X. Xxxxx
Date: Oct 10, 1997 /s/ Xxxxxxx X. Xxxx
---------------- ------------------------------------
Xxxxxxx X. Xxxx
Date: Oct 13, 1997 /s/ Xxxxxxx X. Xxxxxx
---------------- ------------------------------------
Xxxxxxx X. Xxxxxx
Date: Oct 21, 1997 /s/ Xxxxx X. Xxxxxxxxxx
---------------- ------------------------------------
Xxxxx X. Xxxxxxxxxx
Date: Oct 16, 1997 /s/ Xxxxxxx X. Xxxxxxxx
---------------- ------------------------------------
Xxxxxxx X. Xxxxxxxx
Date: Oct 23 1997 /s/ Xxxxxxx X. Xxxxxx
---------------- ------------------------------------
Xxxxxxx X. Xxxxxx
Date: Oct 09, 1997 /s/ Xxxxxx X. Xxxxxx
---------------- ------------------------------------
Xxxxxx X. Xxxxxx
Date: Oct 15, 1997 /s/ Xxxxxxx X. Xxxxxxxx
---------------- ------------------------------------
Xxxxxxx X. Xxxxxxxx
Date: Oct 29, 1997 /s/ Xxxxxx X. Xxxxxxx
---------------- ------------------------------------
Xxxxxx X. Xxxxxxx
Date: Oct 14, 1997 /s/ Xxxxxx X. Xxxxx
---------------- ------------------------------------
Xxxxxx X. Xxxxx
Date: Oct 19, 1997 /s/ Xxxx X. Xxxxx
---------------- ------------------------------------
Xxxx X. Xxxxx
Date: Oct 31, 1997 /s/ Xxxxxx X. Xxxxxxx
---------------- ------------------------------------
Xxxxxx X. Xxxxxxx
Date: Oct 20, 1997 /s/ Xxxxxx X. Xxxxxxxxx
---------------- ------------------------------------
Xxxxxx X. Xxxxxxxxx
Date: Oct 11, 1997 /s/ Xxxxxx X. Xxxxxxxx
---------------- ------------------------------------
Xxxxxx X. Xxxxxxxx
Date: Oct 09, 1997 /s/ Xxxx Xxxxxxxx
---------------- ------------------------------------
Xxxx Xxxxxxxx
Date: Oct 03, 1997 /s/ Xxxxxx X. Xxxxxxx
---------------- ------------------------------------
Xxxxxx X. Xxxxxxx
Date: Oct 20, 1997 /s/ Xxxxxx X. Xxxxxxx
---------------- ------------------------------------
Xxxxxx X. Xxxxxxx
Date: Oct 24, 1997 /s/ Xxx X. Xxxxxxxx
---------------- ------------------------------------
Xxx X. Xxxxxxxx
Date: Oct 17, 1997 /s/ Xxxxx X. Xxxxxxx
---------------- ------------------------------------
Xxxxx X. Xxxxxxx
Date: Nov 05, 1997 /s/ Xxxxxx X. Xxxxxx
---------------- ------------------------------------
Xxxxxx X. Xxxxxx
Date: Oct 12, 1997 /s/ Xxxxx X. XxXxxxxx
---------------- ------------------------------------
Xxxxx X. XxXxxxxx
Date: Oct 30, 1997 /s/ Xxxxxx X. Xxxxxxx
---------------- ------------------------------------
Xxxxxx X. Xxxxxxx
Date: Oct 27, 1997 /s/ Xxxxxxx X. Xxxx
---------------- ------------------------------------
Xxxxxxx X. Xxxx
Date: Oct 13, 1997 /s/ Xxxxxx X. Xxxxxxx
---------------- ------------------------------------
Xxxxxx X. Xxxxxxx
ADDENDUM TO SCHEDULE I
INDIVIDUAL HOLDERS
Xxx X. Xxxxxxxx
Address: 000 Xxxx Xxxxxxx Xxxxxx
Xxxxx Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxx X. Xxxxxxx
Address: 0000 Xxxxx Xxxxxx Xxxx
Xxxxxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxx X. XxXxxxxx
Address: 0000 Xxxxxxxxx Xxxxxxxx
Xxxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxxx X. Xxxxxx
Address: 0000 Xxxxxx Xxxx
Xxxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxxx X. Xxxxxxx
Address: 000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxxxx X. Xxxx
Address: 0000 Xxxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxxx X. Xxxxxxx
Address: 00 Xxxx Xxxxx Xxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxx X. Xxxxxxxx
Address: 0000 Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxxxx X. Xxxx
Address: 0000 Xxxx Xxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxxxx X. Xxxxx
Address: 00 Xxxxxxx Xxxxx
Xxxxx Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxxx X. Xxxxxxxx
Address: 0000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxxxx X. X. Xxxxx
Address: 0000 Xxxxxxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxxx X. Xxxx
Address: 0000 Xxxxxx Xxxx
Xxxxxxxx Xxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxxxx X. Xxxxxxxx
Address: 0000 Xxxxxx Xxxx
Xxxxx Xxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxx X. Xxxxxxxxx
Address: 0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxxx X. Xxxxxxxx
Address: 0000 Xxxxxxxx Xxxxxx Xxxx
Xxxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxx X. Xxxxxxx
Address: 000 Xxxxxxxxxxx Xxxx
Xxxxxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
2
Xxxxx X. Xxxxx, Xx.
Address: 0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxxxxx X. Xxxxxxxx
Address: 00 Xxxx Xxxxxxx Xxxxx
Xxxxxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxxxxxx X. Xxxxx
Address: 00 Xxxxxxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxxxx X. Xxxxxxxx
Address: 0000 X. Xxxxx Xxxx
Xxxxx Xxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxxx X. Xxxxxxx
Address: 0 Xxxxx Xxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxxx X. Xxxxxxx
Address: 0000 Xxxxxxxx Xxxx
Xxxxxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxx X. Xxxxx
Address: 0000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxxxxx X. Xxxxxxx
Address: 00 Xxxxxx Xxxxxx
Xxxxxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxx X. Xxxxx
Address: 000 Xxxxxxxxxxx Xxxxx
Xxxxxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
3
Xxxxxxx X. Xxxxxx
Address: 000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxx X. Xxxxxxxxxx
Address: 00000 Xxxxxxxxx Xxxx
Xxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxxxx X. Xxxxxxxx
Address: 0000 Xxxxxxxxx Xxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxxxx X. Xxxxxx
Address: 000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxxx X. Xxxxxx
Address: 000 Xxxxxxxx
Xxxxxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxxxx X. Xxxxxxxx
Address: 0000 Xxxx Xxxx
XxXxx, XX 00000
Telephone: (000) 000-0000
Xxxxxx X. Xxxxxxx
Address: 00 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxxx X. Xxxxx
Address: 0000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxx X. Xxxxx
Address: 0000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Telephone: (000) 000-0000
0
Xxxxxx X. Xxxxxxx
Xxxxxxx: 0 Xxxxxxxx Xxxxx
Xxxxxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxxx X. Xxxxxxxxx
Address: 000 Xxxxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxxx X. Xxxxxxxx
Address: 00 Xxx Xxxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxx Xxxxxxxx
Address: 000 Xx. Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxx X. Xxxxxxxx
Address: 000 Xxxxxxxxxx Xxxxxxx
Xxxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Xxxxxx X. Xxxxxxx
Address: 0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
5