EXHIBIT 99.3
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY
COMPANY AGREEMENT is made and entered into as of the 20th day of May, 1998 by
and among U-C Holdings, L.L.C., a Delaware limited liability company
("Holdings"); Xxxxxx Xxxxx & Partners, L.P., a Delaware limited partnership
("Xxxxxx Xxxxx"); Xxxxx Xxxxx ("Xxxxx"); Xxxxxx X. Xxxxx ("Xxxxx"); and Xxxxx
Xxxxx ("Xxxxx").
W I T N E S S E T H:
WHEREAS, the Managing Member desires to amend the Second Amended and
Restated Limited Liability Company Agreement of U-C Holdings, L.L.C., dated as
of May 15, 1997 (the "LLC Agreement") to provide for additional equity to Xxxxx
and Xxxxx in accordance with the terms and provisions set forth herein;
WHEREAS, the consent of the other Members of Holdings is not required in
accordance with Section 13.4 of the LLC Agreement and only the consent of the
Managing Member is required for such amendment; and
WHEREAS, Xxxxx is being added as a Member of the Company, upon the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration for the covenants and promises set forth
herein, $100.00 in hand paid by Xxxxx and Xxxxx to Holdings, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows:
1. DEFINITIONS. All defined terms in the LLC Agreement shall have the
-----------
same meaning herein unless the context requires otherwise.
2. NEW DEFINITIONS. The following definitions shall be added to Article
---------------
I of the LLC Agreement:
"`Class R Management Units' means: (i) the Class R Management Units
originally issued to Xxxxx and Xxxxx pursuant to this Agreement and designated
as Class R Management Units on Schedule A, and (ii) any Class R Management Units
issued with respect to such Class R Management Units by way of dividend or Unit
split or in connection with a combination of Units, recapitalization, merger or
other reorganization. A Class R Management Unit will continue to be a Class R
Management Unit in the hands of any person to which such Unit is transferred."
3. DEFINITION OF UNITS. Section 3.4 of the LLC Agreement is deleted in
-------------------
its entirety and replaced with the following:
"3.4 MEMBER UNITS. Each Member's interest in the Company, including such
------------
Member's interest, if any, in the capital, income, gains, losses, deductions and
expenses of the Company and the right to vote, if any, on certain Company
matters as provided in this Agreement, shall be represented by "Units" (each,
-----
individually, a "Unit" and any number of Units, including fractions thereof,
----
"Units"). Initially, the Units shall be comprised of "Investor Units,"
----- --------------
"Preferred Units," "Class A Management Units," "Class R Management Units," and
--------------- ------------------------ ------------------------
"Class B Management Units." The ownership by a Member of "Investor Units,"
------------------------ --------------
"Preferred Units," "Class A Management Units," "Class R Management Units," and
--------------- ------------------------ ------------------------
"Class B Management Units" shall entitle such Member to allocations of Profits
------------------------
and Losses and other items and distributions of cash and other property with
respects to such Units as set forth in Article V hereof. Ownership of a Unit by
---------
a Member shall entitle such Member to one (1) vote on any matter voted on by all
Members as provided in this Agreement and/or as required by applicable law. The
Managing Member may cause the Company to issue to a Member certificates
representing Units held by such Member."
4. DISTRIBUTIONS. Section 5.2 of the LLC Agreement is amended by
-------------
deleting paragraphs (c) through (g) and replacing them with the following:
"(c) Third, to the holders of the Class R Management Units pro rata
-----
according to their ownership of the outstanding Class R Management Units until
the aggregate distributions with respect to the Class R Management Units made
pursuant to this Section 5.2(c) equals $750,000; and
--------------
(d) Fourth, to the holders of the Management Units pro rata according to
------
their ownership of the outstanding Class A Management Units until the aggregate
distributions with respect to the Class A Management Units made pursuant to this
Section 5.2(d) equals the Applicable Class A Percentage of all distributions
--------------
made pursuant to Section 5.2(a) and this Section 5.2(d); and
-------------- --------------
(e) Fifth, until such time as the IRR Target has been achieved, the
-----
Applicable Class A Percentage to the holders of the Class A Management Units pro
rata according to their ownership of outstanding Class A Management Units and
the remainder to the holders of Investor Units pro rata according to their
ownership of outstanding Investor Units; and
(f) Sixth, after such time as the IRR Target has been achieved (i) to the
-----
holders of Class A Management Units pro rata according to their ownership of
outstanding Class A Management Units until the aggregate distributions with
respect to the Class A Management Units made pursuant to Sections 5.2(d), (e)
--------------------
and this Section 5.2(f) is equal to the Applicable Class A Percentage of the
--------------
aggregate distributions made pursuant to Sections 5.2(a), (d), (e) and this
-------------------------
Section 5.2(f) with respect to the Investor Units and Management Units and (ii)
--------------
to the holders of Class B Management Units pro rata according to their ownership
of outstanding Class B Management Units until the aggregate distributions with
respect to the Class B Management Units made pursuant to this Section 5.2(f) is
--------------
equal to the Applicable Class B Percentage of the aggregate distributions made
-2-
pursuant to Section 5.2(a), (d), (e) and this Section 5.2(f) with respect to the
------------------------ --------------
Investor Units and Management Units; and
(g) Seventh, the Applicable Class A Percentage to the holders of Class A
-------
Management Units pro rata according to their ownership of outstanding Class A
Management Units, the Applicable Class B Percentage to the holders of the Class
B Management Units pro rata according to their ownership of outstanding Class B
Management Units and the remainder to the holders of Investor Units pro rata
according to their ownership of outstanding Investor Units.
(h) Notwithstanding Sections 5.2(e), (f) and (g), if subsequent to the
-------------------
making of any distribution pursuant to Sections 5.2(f) and (g), a Cash Outflow
-----------------------
occurs (a "Post-Distribution Cash Outflow"), then in such case the amount that
------------------------------
would otherwise be distributed to Management Holders pursuant to Sections
5.2(e), (f) and (g) shall be reduced (and such amount shall be distributed to
-------------------
holders of Investor Units, pro rata according to their ownership of Investor
Units) by an amount equal to the excess of (i) the aggregate amount of all
distributions previously made to the Management Holders pursuant to Sections
--------
5.2(f) and (g) over (ii) the aggregate amount of the distributions that would
--------------
have been made to the Management Holders pursuant to Sections 5.2(f) and (g) if
all Post-Distribution Cash Outflows had been taken into account for purposes of
determining whether the IRR Target was met on the date of such distributions."
5. CAPITAL CONTRIBUTIONS. Section 5.4 of the LLC Agreement is amended by
---------------------
deleting such paragraph in its entirety and replacing it with the following:
"5.4 Initial Capital Contributions. Notwithstanding anything to the
-----------------------------
contrary contained in Section 5.2, the Members acknowledge that (i) Xxxxxx Xxxxx
made an initial Capital Contribution to the Company in the amount of $29,090.91,
and that in the event this amount is returned to the Company pursuant to the
Escrow Agreement, such amount or other amounts payable to the Company by UCTV
shall be distributed solely to Xxxxxx Xxxxx as a return of capital and (ii) the
Management Holders paid a portion of their initial Capital Contributions by the
delivery of promissory notes to the Company (the "Management Notes") and that
----------------
all principal and accrued interest with respect to the Management Notes which is
paid by such Management Holders shall be distributed solely to the holders of
the Preferred Units. Each of the Management Holders acknowledges and agrees
that until such time as all principal and accrued interest with respect to the
Management Note of such Management Holder is paid in full, such Management
Holder shall have no right to receive any distributions from the Company and all
distributions which would have been paid by the Company to such Management
Holder shall be retained by the Company as payment with respect to the
Management Note of such Management Holder and distributed in accordance with the
immediately preceding sentence until such Management Note and all accrued and
unpaid interest thereon is paid in full. The first $1,000,000 of distributions
to the holders of Preferred Units upon any payment with respect to Management
Note shall be deemed a return of capital to the holders of Preferred Units.
Notwithstanding anything to the contrary contained in Section 5.2, the Members
acknowledge that (i) a portion of the Capital Contribution of Xxxxxx Xxxxx in an
amount not to exceed $14,770,000 shall be distributed solely in repayment of the
LaSalle Note and (ii) a portion of the Capital Contributions of the other
Members shall be distributed in the discretion of the Managing Member in
-3-
repayment of the LaSalle Note and any fees and expenses of the Company in
connection therewith, in each case until such time as the LaSalle Note and such
fees and expenses have been paid in full."
6. GIVE BACK.
---------
(a) Section 12.3(a) of the LLC Agreement is amended by inserting the word
"Preferred" after the word "aggregate" and before the word "Yield" in such
Section.
(b) Section 12.3(b) of the LLC Agreement is amended by deleting all
references to Section 5.2(g) and inserting in place thereof Section 5.2(h).
7. REPRESENTATIONS. Xxxxx and Xxxxx each restate the representations and
---------------
warranties set forth in Section 3.6 of the LLC Agreement in their entirety as of
the date hereof, so as to apply to the issuance of the Class R Management Units
to them.
8. POOL. The parties hereto do hereby agree that 200 of the Class A
----
Management Units repurchased from Xxxx Xxxxxx have been sold to Xxxxxx Xxxxxxx
and the remaining Management Units formerly held by Xxxx Xxxxxx, being 100 Class
A Management Units and 100 Class B Management Units, shall be subject to and
become part of the Pool, as defined in that certain Amended and Restated Equity
Allocation Agreement dated November 30, 1997 among the Company, Elkin, Gersh,
Xxxx Xxxxxx and Xxxxxx Xxxxx (the "Equity Allocation Agreement") and shall be
distributed to employees of the Company or UCTV by Xxxxx in his sole discretion
as set forth in the Equity Allocation Agreement. In addition, the 50 Class B
Management Units repurchased from Xxxxx Xxxxx and any other Class B Management
Units repurchased by the Company in the future shall also become part of and
shall be subject to the Pool pursuant to the Equity Allocation Agreement and
shall be distributable by Xxxxx. The parties do hereby acknowledge that the
increased Pool is comprised of 400 Class A Management Units and 250 Class B
Management Units.
9. INVESTOR UNITS. Xxxx Xxxxxx has failed to pay the purchase price for
--------------
his Investor Units pursuant to his Management Note and pursuant to the Payment
and Release Agreement with Xxxx Xxxxxx has agreed to forfeit his Investor Units
and receive from the Company a release of his obligations pursuant to his
Management Note. The Company has agreed to reissue these retained Investor Units
to Xxxxx and Xxxxx. Accordingly, the Company has agreed to issue 166,667
Investor Units to Xxxxx in exchange for a promissory note in the original
principal amount of $180,834, which promissory note is secured by a pledge of
the Investor Units being purchased, and 166,666 Investor Units to Xxxxx in
exchange for a promissory note in the original principal amount of $180,834,
which promissory note is secured by a pledge of the Investor Units being
purchased. The foregoing promissory notes from Xxxxx and Xxxxx payable to the
Company shall be included in the definition of "Management Notes" set forth in
the LLC Agreement. The parties hereto do hereby acknowledge that the fair market
value of the Investor Units as of the date hereof is equivalent to the amount
paid by Xxxxx and Xxxxx hereunder.
-4-
10. NEW MEMBER. Xxxxx hereby represents, warrants, covenants and agrees
----------
that:
(a) Xxxxx has acquired the Investor Units for investment for an
indefinite period, not with a view to the sale or distribution of any part of
all thereof by public or private sale or disposition.
(b) Xxxxx has been advised that the Investor Units have not been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
or registered or qualified under any other securities law, on the ground, among
others, that no distribution or public offering of the Investor Units is to be
effected and the Investor Units will be issued by the Company in connection with
a transaction that does not involve any public offering within the meaning of
Section 4(2) of the Securities Act, or the rules and regulations of the
Securities and Exchange Commission and under comparable exemption provisions of
the securities laws, rules and regulations of other jurisdictions. Xxxxx
understands that the Company is relying in part on Xxxxx'x representations as
set forth herein for purposes of claiming such exemptions and that the basis for
such exemptions may not be present if, notwithstanding Xxxxx'x representations,
Xxxxx has in mind merely acquiring Investor Units for resale on the occurrence
or non-occurrence of some predetermined event. Xxxxx has no such intention.
(c) Xxxxx has such knowledge and experience in financial and business
matters that Xxxxx is capable of evaluating the merits and risks of an
investment in the Investor Units and has the capacity to protect Xxxxx'x own
interest in connection with Xxxxx'x proposed acquisition of the Investor Units.
Xxxxx is an "Accredited Investor" as defined in Regulation D promulgated under
the Securities Act.
(d) Xxxxx acknowledges that Xxxxx has been furnished with such
financial and other information concerning the Company as Xxxxx considers
necessary in connection with Xxxxx'x acquisition of the Investor Units. Xxxxx
has carefully reviewed such information and is thoroughly familiar with the
proposed business, operations, properties and financial condition of the Company
and has discussed with representatives of the Company any questions he may have
with respect thereto. Xxxxx understands: (i) the risks involved in this
offering, including the speculative nature of the investment; (ii) the financial
hazards involved in this offering, including the risk of losing his entire
investment; (iii) the lack of liquidity and restrictions on transfers of the
Investor Units; and (iv) the tax consequences of this investment. Xxxxx has
consulted with his own legal, accounting, tax, investment and other advisers
with respect to the tax treatment of an investment by Xxxxx in the Investor
Units and the merits and risks of an investment in the Investor Units.
(e) This Agreement constitutes a valid and binding obligation of
Xxxxx, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors' rights and subject,
as to enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).
(f) Xxxxx understands that the Investor Units will be "restricted
securities" as the term is defined in Rule 144 under the Securities Act, that
-5-
the Investor Units must be held indefinitely unless they are subsequently
registered under the Securities Act and qualified under any other applicable
securities law or exemption from such registration and qualification are
available. Xxxxx understands that the Company is under no obligation to
register or qualify the Investor Units under the Securities Act, or any other
securities law.
(g) Xxxxx agrees to be bound by the terms, conditions, obligations,
covenants and restrictions of the LLC Agreement, as amended, and by the
execution of this Agreement, Xxxxx shall become and the Managing Member of the
LLC does hereby admit Xxxxx as a "Member" and "Management Holder" of Holdings.
11. MODIFICATIONS. Except as specifically amended herein, the LLC Agreement
-------------
shall be unchanged and unmodified hereby.
12. MISCELLANEOUS.
-------------
(a) THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE EXCLUDING ANY CONFLICT-OF-LAWS RULE OR
PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT
TO THE LAW OF ANOTHER JURISDICTION.
(b) This Agreement may be executed in multiple counterparts with the
same effect as if all signing parties had signed the same document. All
counterparts shall construed together and constitute the same instrument.
-6-
IN WITNESS WHEREOF, the undersigned have executed this agreement as of
the date and year first above written.
XXXXXX XXXXX & PARTNERS, L.P.
By:Xxxxxx Xxxxx & Partners, L.L.C.
Its General Partner
By: /s/ Avy X. Xxxxx
--------------------------------------------
Avy X. Xxxxx
Its Manager
/s/ Xxxxx Xxxxx
-----------------------------------------------
Xxxxx Xxxxx
/s/ Xxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxx X. Xxxxx
U-C HOLDINGS, L.L.C.
By: Xxxxxx Xxxxx & Partners, L.P.
Its:Managing Member
By: Xxxxxx Xxxxx & Partners, L.L.C.
Its: General Partner
By: /s/ Avy X. Xxxxx
--------------------------------------
Its: Manager
/s/ Xxxxx Xxxxx
------------------------------------------
Xxxxx Xxxxx
-7-
SCHEDULE A
----------
Initial
Capital
Initial Capital Account with
Account with Number of Respect to
Number of Respect to Percentage Class R Class R
Name and Address Investor Investor of Investor Management Management
of Members Units Units Units Units Units
---------------- ---------- --------------- ----------- ---------- -------------
Xxxxxx Xxxxx & Partners, L.P. 15,200,000 $15,200,000.00 93.3949% 0 0
000 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Avy X. Xxxxx
Xxxx X. Xxxxxxxx
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx X. Xxxxxxxxxx 75,000 $ 75,000.00 .4608% 0 0
00 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxx 500,001 $ 514,167.40 3.0722 65 $ 65.00
0000 Xxxx Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx X. Xxxxx 333,333 $ 333,333.30 2.0481% 35 $ 35.00
0000 Xxxx Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxx XxXxxxxx 0 0 0.0000% 0 0
00 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxx 0 0 0.0000% 0 0
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxxxxx 0 0 0.0000% 0 0
00 Xxxxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxxxxx Xxxxx 0 0 0.0000% 0 0
0000 Xxxxxxxxxx
Xxxxxxxx Xxxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxx 0 0 0.0000% 0 0
00 Xxxxxx Xxxxx Xxxxx
Xxx Xxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxx 0 0 0.0000% 0 0
0 Xxxxxxxx Xxxxx
Xxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxx 166,666 $ 180,834.00 1.024 0 0
000 Xxxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Pool (Allocated by Xxxxx 0 0 0 0 0
Xxxxx)
------------------------------------------------------------------------------------------------------------------------------------
TOTALS 16,275,000 $16,275,000.00 100.0000% 100 $100.00
------------------------------------------------------------------------------------------------------------------------------------
Initial Initial
Capital Capital
Account with Account with
Number of Respect to Percentage of Number of Respect to
Class A Class A Class A Class B Class B
Management Management Management Management Management
Units Units Units Units(1) Units
---------- ------------ ------------- ---------- -----------
Xxxxxx Xxxxx & Partners, L.P. 0 $ 0.00 0.0000% 0 $ 0.00
000 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Avy X. Xxxxx
Xxxx X. Xxxxxxxx
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx X. Xxxxxxxxxx 0 0 0% 0 0.00
00 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxx 700 $ 800.00 35.0000% 0 0.00
0000 Xxxx Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx X. Xxxxx 700 $ 800.00 35.0000% 0 0.00
0000 Xxxx Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxx XxXxxxxx 0 0 0.0000% 50 $ 50.00
00 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxx 0 0 0.0000% 50 $ 50.00
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxxxxx 0 0 0.0000% 50 $ 50.00
00 Xxxxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxxxxx Xxxxx 0 0 0.0000% 50 $ 50.00
0000 Xxxxxxxxxx
Xxxxxxxx Xxxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxx 0 0 0.0000% 50 $ 50.00
00 Xxxxxx Xxxxx Xxxxx
Xxx Xxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxx 200 $ 200.00 10.0000% 0 0
0 Xxxxxxxx Xxxxx
Xxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxx 0 0 0.0000% 0 0
000 Xxxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Pool (Allocated by Xxxxx 400 0 20.0000% 250 0
Xxxxx)
------------------------------------------------------------------------------------------------------------------------------------
TOTALS 2,000 $2,000.00 100.0000% 500 $250.00
------------------------------------------------------------------------------------------------------------------------------------
Initial
Capital
Percentage of Number Account with Percentage
Class B of Respect to of
Management Preferred Preferred Preferred
Units Units Clients Units
------------- ---------- ------------ -----------
Xxxxxx Xxxxx & Partners, L.P. 0.0000% 1,000,000 1,000,000.00 100%
000 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Avy X. Xxxxx
Xxxx X. Xxxxxxxx
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx X. Xxxxxxxxxx 0.0000% 0 0 0%
00 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxx 0.0000% 0 0 0%
0000 Xxxx Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx X. Xxxxx 0.0000% 0 0 0%
0000 Xxxx Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxx XxXxxxxx 10.0000% 0 0 0%
00 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxx 10.0000% 0 0 0%
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxxxxx 10.0000% 0 0 0%
00 Xxxxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxxxxx Xxxxx 10.0000% 0 0 0%
0000 Xxxxxxxxxx
Xxxxxxxx Xxxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxx 10.0000% 0 0 0%
00 Xxxxxx Xxxxx Xxxxx
Xxx Xxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxx 0.0000% 0 0 0%
0 Xxxxxxxx Xxxxx
Xxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxx 0.0000% 0 0 0%
000 Xxxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Pool (Allocated by Xxxxx 50.0000% 0 0 0%
Xxxxx)
------------------------------------------------------------------------------------------------------------------------------------
TOTALS 100.0000% 1,000,000 $1,000,000.00 100%
------------------------------------------------------------------------------------------------------------------------------------
-8-
