SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 27)(1)
Katy Industries, Inc.
---------------------
(Name of Issuer)
Common Stock, One Dollar ($1.00) par value
------------------------------------------
(Title of Class of Securities)
486026107
(CUSIP Number)
Jonathan P. Johnson
President
CRL, Inc.
7505 Village Square Drive, Suite 200
Castle Rock, CO 80104
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 30, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box ____.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
-------------------------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Act"), or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act
(however, SEE the NOTES).
Page 1 of 26 Pages
CUSIP No. 486026107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wallace E. Carroll, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
-----
(b) X
-----
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 196,858
8 SHARED VOTING POWER 2,931,647
9 SOLE DISPOSITIVE POWER 196,858
10 SHARED DISPOSITIVE POWER 2,931,647
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,128,505
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
-----
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.2%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 26 Pages
CUSP No. 486026107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amelia M. Carroll
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
-----
(b) X
-----
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 20,848
8 SHARED VOTING POWER 3,133,657
9 SOLE DISPOSITIVE POWER 20,848
10 SHARED DISPOSITIVE POWER 3,133,657
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,154,505
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
-----
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.6%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 26 Pages
CUSP No. 48602107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Wallace E. Carroll Trust U/A Dated 7/1/57
F/B/O Wallace E. Carroll, Jr. and his descendants
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
-----
(b) X
-----
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 2,151
8 SHARED VOTING POWER 2,073,436
9 SOLE DISPOSITIVE POWER 2,151
10 SHARED DISPOSITIVE POWER 2,073,436
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,075,587
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
-----
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.7%
14 TYPE OF REPORTING PERSON* OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 26 Pages
CUSP No. 486026107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58
F/B/O Wallace E. Carroll, Jr. and his descendants
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
-----
(b) X
-----
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 603,000
8 SHARED VOTING POWER 2,073,436
9 SOLE DISPOSITIVE POWER 603,000
10 SHARED DISPOSITIVE POWER 2,073,436
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,676,436
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
-----
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.9%
14 TYPE OF REPORTING PERSON* OO
*SEE INSTRUCTIONS BEFORE FILING OUT!
Page 5 of 26 Pages
CUSP No. 486026107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Wallace E. Carroll Trust U/A Dated 1/20/61
F/B/O Wallace E. Carroll, Jr. and his descendants
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
-----
(b) X
-----
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 11,881
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 11,881
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,881
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
-----
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14 TYPE OF REPORTING PERSON* OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 26 Pages
CUSP No. 486026107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Lelia H. Carroll Trust U/A Dated 7/12/62
F/B/O Wallace E. Carroll, Jr. and his descendants
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
-----
(b) X
-----
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 180,661
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 180,661
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 180,661
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
-----
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2%
14 TYPE OF REPORTING PERSON* 00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 26 Pages
CUSP No. 486026107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CRL, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
-----
(b) X
-----
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 2,073,436
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 2,073,436
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,073,436
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
-----
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.7%
14 TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 26 Pages
CUSP No. 486026107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Wallace Foundation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
-----
(b) X
-----
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 32,910
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 32,910
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,910
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
-----
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14 TYPE OF REPORTING PERSON* OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 9 of 26 Pages
CUSP No. 486026107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Subtrusts under The Wallace E. Carroll Trust U/A dated 12/20/79
F/B/O the descendants of Wallace E. Carroll, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
-----
(b) X
-----
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NOT APPLICABLE
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 6,760
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 6,760
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,760
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
-----
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14 TYPE OF REPORTING PERSON* OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 10 of 26 Pages
AMENDMENT NO. 27
TO SCHEDULE 13D
This amended statement relates to the Common Stock, $1.00 par value
per share (the "Shares"), of Katy Industries, Inc., a Delaware corporation (the
"Issuer"). This amended statement is being filed in accordance with Rule
101(a)(2)(i) of Regulation S-T promulgated by the Securities and Exchange
Commission in connection with the Commission's Electronic Data Gathering,
Analysis and Retrieval System ("EDGAR").
This amended statement on Schedule 13D is jointly filed by
Wallace E. Carroll, Jr.; Amelia M. Carroll; The Wallace E. Carroll Trust U/A
Dated 7/1/57 F/B/O Wallace E. Carroll, Jr. and his descendants; The Wallace
E. and Lelia H. Carroll Trust U/A Dated 5/1/58 F/B/O Wallace E. Carroll, Jr.
and his descendants (the "58 Trust"); The Wallace E. Carroll Trust U/A Dated
1/20/61 F/B/O Wallace E. Carroll, Jr. and his descendants; The Lelia H.
Carroll Trust U/A Dated 7/12/62 F/B/O Wallace E. Carroll, Jr. and his
descendants; CRL, Inc., a Delaware corporation ("CRL"); The Wallace
Foundation; and the Subtrusts under The Wallace E. Carroll Trust U/A dated
12/20/79 F/B/O the descendants of Wallace E. Carroll, Jr. (collectively, the
"Reporting Persons") pursuant to a Schedule 13D Joint Filing Agreement dated
as of June 29, 2001 previously filed as Exhibit D to Amendment No. 26 to this
statement.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended as follows:
As previously reported on this amended statement, on May 24, 2001,
CRL entered into amendments, effective as of February 28, 2001, to its Amended
and Restated Revolving Credit Agreement dated as of December 31, 1993, as
amended, which was previously filed as Exhibit CC to Amendment No. 14 to this
statement, and its Pledge Agreement dated as of December 31, 1995, as amended,
which was previously filed as Exhibit A to Amendment No. 24 to this statement
(collectively, the "Agreements"), each with The Northern Trust Company
("Northern Trust"), pursuant to which CRL pledged to Northern Trust all of the
2,073,436 Shares it owns to secure the prompt and complete payment and
performance when due of all of CRL's obligations under the Agreements. In
connection therewith, the 58 Trust entered into a Pledge Agreement (the "Pledge
Agreement"), dated as of Feburary 28, 2001 and in favor of Northern Trust,
pursuant to which the 58 Trust pledged to Northern Trust a securities account
with Northern Trust in the name of the 58 Trust (the "Account") to secure the
full and prompt payment and performance of all of CRL's obligations under the
Agreements and the 58 Trust's obligations under the Pledge Agreement.
On July 30, 2001, CRL sold an account receivable (the "Receivable")
to the 58 Trust for a purchase price of $2,000,000. CRL used the funds received
from such sale to make a payment to Northern Trust on amounts owed under the
Agreements. The 58 Trust withdrew funds from the Account to pay the purchase
price to CRL for the Receivable. In exchange for Northern Trust releasing the
funds for such payment from the pledge of the Account, the 58 Trust pledged to
Northern Trust all of the 603,000 Shares the 58 Trust owns as substitute
collateral under the Pledge Agreement.
The description of the Agreements and the Pledge Agreement are
qualified in their entirety by the provisions of such agreements attached to
this amended statement as exhibits or previously filed as exhibits to prior
amendments to this statement.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
Item 6 is hereby amended as follows:
The description of the Pledge Agreement set forth in Item 5 above is
incorporated herein by reference in its entirety.
Page 11 of 26 Pages
Item 7. Material to be filed as Exhibits.
Item 7 is hereby amended as follows:
In accordance with subparagraph 3 of Item 7, the following exhibits
are attached hereto:
EXHIBIT A - Pledge Agreement dated as of February 28, 2001 by and between the 58
Trust and Northern Trust.
* * * * *
Page 12 of 26 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: September 10, 2001
WALLACE E. CARROLL TRUST
U/A Dated July 1, 1957 F/B/O
Wallace E. Carroll, Jr. and his
descendants
*
--------------------------------------
Wallace E. Carroll, Jr., Trustee
*
--------------------------------------
Amelia M. Carroll, Trustee
WALLACE E. AND LELIA H. CARROLL
TRUST
U/A Dated May 1, 1958 F/B/O
Wallace E. Carroll, Jr. and his
descendants
*
--------------------------------------
Wallace E. Carroll, Jr., Trustee
*
--------------------------------------
Amelia M. Carroll, Trustee
WALLACE E. CARROLL TRUST
U/A Dated January 20, 1961 F/B/O
Wallace E. Carroll, Jr. and his
descendants
*
--------------------------------------
Wallace E. Carroll, Jr., Trustee
*
--------------------------------------
Amelia M. Carroll, Trustee
LELIA H. CARROLL TRUST
U/A Dated July 12, 1962 F/B/O
Wallace E. Carroll, Jr. and his
descendants
*
--------------------------------------
Wallace E. Carroll, Jr., Trustee
*
--------------------------------------
Amelia M. Carroll, Trustee
Page 13 of 26 Pages
THE WALLACE FOUNDATION
*
--------------------------------------
Wallace E. Carroll, Jr., Trustee
*
--------------------------------------
Amelia M. Carroll, Trustee
SUBTRUSTS UNDER THE WALLACE E.
CARROLL TRUST
U/A Dated December 20, 1979 F/B/O
the descendants of Wallace E.
Carroll, Jr.
*
--------------------------------------
Wallace E. Carroll, Jr., Trustee
*
--------------------------------------
Amelia M. Carroll, Trustee
*
--------------------------------------
WALLACE E. CARROLL, JR.
*
--------------------------------------
AMELIA M. CARROLL
CRL, INC.
/s/ Jonathan P. Johnson
--------------------------------------
Jonathan P. Johnson, President
*By: /s/ Jonathan P. Johnson
--------------------------------
Jonathan P. Johnson
Attorney-in-fact
Page 14 of 26 Pages
EXHIBIT A
PLEDGE AGREEMENT
Dated as of February 28, 2001
This Pledge Agreement (as modified from time to time, this "AGREEMENT") has been
executed by Wallace E. Carroll, Jr., Amelia M. Carroll and Robert E. Kolek, not
individually but solely as trustees under Trust Agreement dated May 1, 1958, as
amended from time to time and known as the Wallace E. and Lelia H. Carroll Trust
for the benefit of Wallace E. Carroll, Jr. (the trustees in their capacity as
trustees under the Trust and the Trust, each and collectively, referred to
herein as the "DEBTOR"), as debtor, in favor of THE NORTHERN TRUST COMPANY, an
Illinois banking corporation, as secured party and pledgee (together with any
successor, assign or subsequent holder, "SECURED PARTY"), with its main banking
office at 50 South LaSalle Street, Chicago, Illinois 60675.
WITNESSETH:
WHEREAS, pursuant to that certain Amended and Restated Revolving Credit
Agreement dated as of December 9, 1993 (as amended, restated, supplemented or
otherwise modified from time to time, the "CREDIT AGREEMENT") by and between
CRL, Inc. (together with its successors and assigns, "Borrower") and Secured
Party, Secured Party has agreed, subject to certain conditions precedent, to
make loans and other financial accommodations to the Borrower from time to time;
WHEREAS, Wallace E. Carroll, Jr., the beneficiary of the Trust, is a
shareholder of Borrower and will derive both direct and indirect economic
benefit from the loans and other financial accommodations made to Borrower
under the Credit Agreement; and
WHEREAS, Secured Party has required, as a condition to it entering
into the Eighth Amendment to the Credit Agreement dated the date hereof, that
Wallace E. Carroll, Jr. cause the Debtor to execute and deliver this
Agreement;
NOW THEREFORE, for and in consideration of the foregoing and of any
financial accommodations or extensions of credit (including, without limitation,
any loan or advance by renewal, refinancing or extension of the agreements
described hereinabove or otherwise) heretofore, now or hereafter made to or for
the benefit of Borrower pursuant to the Credit Agreement or any other agreement,
instrument or document executed pursuant to or in connection therewith, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Debtor agrees as follows:
1. DEFINITIONS. As used in this Agreement:
(a) Unless otherwise defined herein or in the Credit Agreement, all capitalized
terms not otherwise defined herein shall have the meanings as used in the
Uniform Commercial Code as in effect in the State of Illinois from time to time.
Page 1
Page 15 of 26 Pages
(b) "TRUST" shall mean the Wallace E. and Lelia H. Carroll Trust under Trust
Agreement dated May 1, 1958 for the benefit of Wallace E. Carroll, Jr.
(c) "TRUST AGREEMENT" means the trust agreement dated as of May 1, 1958 and any
other instruments governing the Trust, as modified or amended from time to time,
and all related documents and instruments in connection therewith.
2. PLEDGE. Debtor hereby assigns, pledges, hypothecates, delivers, sets over and
transfers to Secured Party and grants to Secured Party a continuing security
interest in the following, in each case whether certificated or uncertificated,
whether now owned or hereafter acquired, wherever located (any or all of such,
the "TRUST COLLATERAL" or "COLLATERAL"):
(a) Securities account number 23-18558 in the name of Debtor with The Northern
Trust Company, located at 50 South LaSalle Street, Chicago, Illinois 60675
(hereafter referred to as the "BAILEE"), any successor and/or replacement
account, and any and all securities, security entitlements, financial assets,
investment property, commodity contracts, money, instruments, documents, goods,
chattel paper, accounts, general intangibles, deposit accounts, partnership and
limited liability company interests, and other property and rights of any nature
now or hereafter held in or constituting part of such account(s) (such account
and any successor and/or replacement account, the "SECURITIES ACCOUNT");
(b) With respect to the Collateral referred to in clause a above, all stock
and bond powers, certificates and instruments;
(c) With respect to the Collateral referred to in clause a above, all
replacements, substitutions, interest, cash and stock dividends, warrants,
options, and other rights and amounts paid, accrued, received, receivable, or
distributed with respect thereto from time to time; and
(d) With respect to all of the foregoing, all products and proceeds thereof,
including without limitation insurance proceeds and payments under the
Securities Investor Protection Act of 1970, as amended.
3. LIABILITIES. The Collateral shall secure the payment and performance of the
following (collectively referred to as the "LIABILITIES"): (a) all obligations
and liabilities of Borrower or Debtor to Secured Party in connection with the
Credit Agreement howsoever created, evidenced or arising, whether direct or
indirect, absolute or contingent, now due or to become due, or now existing or
hereafter arising, including without limitation future advances and letters of
credit issued for the account of or at the request of Borrower (including all
obligations under the Credit Agreement and the other Loan Documents); (b) all
liabilities and obligations of Debtor under this Agreement or in connection
herewith; and (c) all agreements relating to any of the foregoing. This
Agreement shall continue and remain in effect notwithstanding that at any
particular time there may be no Liabilities outstanding.
Page 2
Page 16 of 26 Pages
4. REPRESENTATIONS.
(a) Debtor hereby represents and warrants to Secured Party that:
(i) Debtor is existing and in good standing under the laws of the state
of its formation; the execution, delivery and performance of this Agreement and
all related documents and instruments are within Debtor's powers (including,
without limitation, Debtor's powers as trustee pursuant to the Trust Agreement
and applicable law) and have been authorized by all necessary trust action.
(ii) The execution, delivery and performance of this Agreement have
received any and all necessary governmental approval, and do not and will not
contravene or conflict with any provision of law or any agreement affecting
Debtor or its property (including without limitation the Trust Agreement).
(iii) There has been no material adverse change in the condition,
properties or assets of Debtor since the date of the latest financial statements
provided on behalf of Debtor to Secured Party.
(iv) Debtor has not, during the five (5) years and six months prior to
the date of this Agreement, gone by any other name except as shown above.
(v) The Collateral is duly and validly authorized and issued,
non-assessable, fully paid and paid for, issued and outstanding, and Debtor is
the legal and equitable owner of the Collateral, with the right (including
without limitation under the Trust Agreement) to pledge, assign and deliver the
Collateral to secure the Liabilities and do or cause to be done all other
actions provided for or referenced in this Agreement or any related document or
instrument, free and clear of all liens, claims, encumbrances and security
interests of any nature except any in favor of Secured Party.
(vi) [Reserved.]
(vii) Except for the Securities Act of 1933, as amended, and state
securities laws affecting the offering and sale by Persons (as defined in the
Credit Agreement) such as Secured Party of securities such as the Collateral,
sale of the Collateral by Secured Party is not prohibited or regulated by any
federal or state law or regulation or any agreement binding upon Debtor,
including without limitation the Trust Agreement, and requires no registration
or filing with, or consent or approval of, any governmental body, regulatory
authority or securities exchange.
(viii) No financing statement, notice of judgment, or any similar
instrument (unless filed on behalf of Secured Party) covering any of the
Collateral is on file in any public office.
(b) The request or application by Borrower or Debtor for any Liability secured
hereby shall be a representation and warranty by Debtor as of the date of such
request or application that: (i) no Event of Default or Unmatured Event of
Default (in each case as defined herein) has occurred or
Page 3
Page 17 of 26 Pages
is continuing as of such date; and (ii) Debtor's representations and warranties
herein are true and correct as of such date as though made on such date.
5. DEPOSITORIES. Without limiting any other provision hereof, Secured Party may
at its option from time to time transfer, or cause Bailee to transfer, the
Collateral into a "pledge position" at any depository now or hereafter holding
the Collateral, and do or cause to be done, execute (or cause to be executed)
such other documents, and take (or cause to be taken) such other actions as
Secured Party may deem reasonably necessary or appropriate in connection
therewith.
6. APPOINTMENT OF SUB-AGENTS; REGISTRATION IN NOMINEE NAME.
(a) The Secured Party shall have the right to appoint one or more
sub-agents for the purpose of retaining physical possession of any certificates
or instruments representing or evidencing the Collateral, which may be held (in
the discretion of Secured Party) in the name of Secured Party or any nominee or
nominees of Secured Party or a sub-agent appointed by Secured Party. In
addition, Secured Party shall at all times have the right to exchange
certificates or instruments representing or evidencing Collateral for
certificates or instruments of smaller or larger denominations for any purpose
consistent with its performance of this Agreement.
(b) For the better perfection of Secured Party's rights in and to the
Collateral and to facilitate implementation of such rights, Debtor shall, upon
written request of Secured Party, cause all the certificates, notes, documents
and other instruments evidencing, representing or otherwise comprising the
Collateral to be registered or otherwise put into the name of Secured Party or a
nominee or nominees of Secured Party subject only to the revocable voting rights
specified herein and the right of Debtor to receive dividends and interest
payments as provided herein.
(c) Debtor hereby consents and agrees that the issuers of, or any
depository, registrar, transfer agent or similar party for any of, the
Collateral shall be entitled to accept the provisions hereof as conclusive
evidence of the right of Secured Party to effect any transfer pursuant hereto,
notwithstanding any notice or direction to the contrary heretofore or hereafter
given by Debtor or any other person to any such issuer or any such depository,
registrar, transfer agent or similar party.
7. VOTING RIGHTS. Upon the occurrence and during the continuance of an Event of
Default, any and all voting or similar rights with respect to the Collateral
shall be exercisable only by Secured Party.
8. COVENANTS OF PLEDGOR Debtor agrees that so long as this Agreement remains in
effect, it will:
(a) Promptly deliver any cash, securities or other property received
with respect to the Collateral, whether as proceeds of the disposition
thereof, dividends with respect thereto, or otherwise, to be held by Secured
Party as Collateral. NOTWITHSTANDING THE
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FOREGOING, UNTIL SECURED PARTY NOTIFIES DEBTOR TO THE CONTRARY OR AN EVENT OF
DEFAULT (AS DEFINED BELOW) OCCURS, DEBTOR MAY CONTINUE TO RECEIVE REGULAR CASH
DIVIDENDS AND INTEREST PAYMENTS ON THE COLLATERAL AND, AFTER RECEIPT THEREOF,
SUCH DIVIDENDS AND INTEREST PAYMENTS SHALL NOT BE DEEMED COLLATERAL UNDER THIS
AGREEMENT.
(b) Defend the Collateral against the claims and demands of all persons
other than Secured Party and promptly pay all taxes, assessments, and charges
upon the Collateral which are not being contested in good faith by Debtor and
for which adequate reserves are being maintained, and not sign (or permit to be
signed) any documents creating or perfecting a lien upon or a security interest
in any of the Collateral except in favor of Secured Party, or otherwise create,
suffer, or permit to exist any liens or security interests upon any Collateral
other than in favor of Secured Party.
(c) Keep at its address for notices set forth under or opposite its
signature hereto its records concerning the Collateral, which records shall be
of such character as will enable Secured Party to determine at any time the
status of the Collateral; furnish to Secured Party such information concerning
the Collateral as Secured Party may from time to time reasonably request; and
permit Secured Party from time to time, during normal business hours, upon
reasonable notice, to inspect, audit, and make copies of, and extracts from, all
records and all other papers in the possession of Debtor pertaining to the
Collateral.
(d) Make appropriate entries upon Debtor's financial statements and
Debtor's books and records disclosing Secured Party's security interest in the
Collateral.
(e) Provide to Secured Party from time to time such financial statements
of and other information concerning the Collateral and Debtor as Secured Party
shall reasonably request.
(f) Except if and to the extent specifically permitted by this Agreement,
not sell, transfer, grant an option or similar right with respect to, or
otherwise dispose of, or agree to dispose of, any Collateral or any interest
therein.
9. EVENTS OF DEFAULT. The occurrence of any of the following shall constitute an
"Event of Default":
(a) there shall occur an Event of Default or Default under the Credit
Agreement (as such terms are defined in the Credit Agreement); or
(b) the value of the assets in the Securities Account shall fall below
the Minimum Account Balance; or there shall be any levy, judicial seizure, or
attachment of any of the Collateral.
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10. DEFAULT REMEDIES.
(a) Notwithstanding any provision of any document or instrument
evidencing or relating to any Liability, upon the occurrence and during the
continuance of any Event of Default specified in Section 8.1 of the Credit
Agreement, Secured Party at its option may declare the Liabilities immediately
due and payable without notice or demand of any kind (provided that, upon the
occurrence of any Event of Default specified in Section 8.1 (g) of the Credit
Agreement, the Liabilities shall be immediately and automatically due and
payable without action of any kind on the part of Secured Party). Upon the
occurrence and during the continuance of any Event of Default, Secured Party may
exercise any rights and remedies under this Agreement, the Credit Agreement, any
related document or instrument (including without limitation any pertaining to
Collateral), and at law or in equity.
(b) If any Event of Default shall have occurred and be continuing, then,
in addition to having the right to exercise any rights and remedies of a secured
party upon default under the Uniform Commercial Code in effect in the State
where the main banking office of Secured Party or any Collateral is located,
Secured Party may, in its sole discretion:
(i) without being required to give any prior notice to Debtor apply the
cash (if any) then held by it hereunder, toward the Liabilities in such order as
Secured Party shall determine in its sole discretion; and
(ii) if there shall be no such cash or the cash so applied shall be
insufficient to pay all obligations in full, sell the Collateral, or any part
thereof, at any public or private sale, for cash, upon credit or for future
delivery, as Secured Party shall reasonably deem appropriate. The Secured Party
shall be authorized at any such sale (to the extent it deems it advisable to do
so, in its sole discretion) to restrict the prospective bidders or purchasers to
persons who will represent and agree that they are purchasing the Collateral
then being sold for their own account for investment and not with a view to the
distribution or resale thereof, and upon consummation of any such sale Secured
Party shall have the right to assign, transfer and deliver to the purchaser(s)
thereof the Collateral so sold. Each such purchaser at any such sale shall hold
the property sold absolutely free from any claim or right on the part of Debtor,
and Debtor hereby waives (to the extent permitted by law) all rights of
redemption, stay and/or appraisal which it now has or may at any time in the
future have under any rule of law or statute now existing or hereafter enacted.
To the extent that notice of sale shall be required to be given by law, Secured
Party shall give Debtor at least ten days' written notice of Secured Party's
intention to make any such public or private sale or sales. Secured Party shall
not be obligated to make any sale of Collateral if it shall determine not to do
so, regardless of the fact that notice of sale of Collateral may have been
given. Secured Party may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time by announcement
at the time and place fixed for sale, and such sale may, without further notice,
be made at the time and place to which the same was so adjourned. In case sale
of all or any part of the Collateral is made on credit or for future delivery,
the Collateral so sold may be retained by Secured Party until the sale price is
paid by the purchaser thereof, but Secured Party shall not incur any liability
in case any such purchaser shall fail to take up and pay for the Collateral so
sold; in the case of any such failure, such Collateral
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may be sold again upon like notice. As an alternative to exercising the power of
sale herein conferred upon it, Secured Party may proceed by a suit at law or in
equity to foreclose this Agreement and to sell the Collateral, or any portion
thereof, pursuant to a judgment or decree of a court of competent jurisdiction.
The proceeds of sale of Collateral sold pursuant hereto shall be applied by
Secured Party in such order as it shall determine.
(c) Secured Party may, by written notice to Debtor, at any time and from
time to time, waive any Event of Default or "Unmatured Event of Default" (as
defined below), which shall be for such period and subject to such conditions as
shall be specified in any such notice. In the case of any such waiver, Secured
Party and Debtor shall be restored to their former position and rights
hereunder, and any Event of Default or Unmatured Event of Default so waived
shall be deemed to be cured and not continuing; but no such waiver shall extend
to or impair any subsequent or other Event of Default or Unmatured Event of
Default. No failure to exercise, and no delay in exercising, on the part of
Secured Party of any right, power or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies of Secured Party herein provided are
cumulative and not exclusive of any rights or remedies provided by law.
"Unmatured Event of Default" means any event or condition which would become an
Event of Default with notice or the passage of time or both.
11. POWERS OF SECURED PARTY. Secured Party may, from time to time, at its option
(but shall have no duty to):
(a) perform any agreement of Debtor hereunder that Debtor shall have failed to
perform;
(b) take any other action which Secured Party deems reasonably necessary or
desirable for the preservation of the Collateral or Secured Party's interest
therein and the carrying out of this Agreement, including without limiting the
generality of the foregoing: (i) any action to collect or realize upon the
Collateral; (ii) the discharge of taxes, liens, security interests or other
encumbrances at any time levied or placed on the Collateral; (iii) the discharge
or keeping current of any obligation of Debtor having effect on the Collateral;
or (iv) subject to SECTION 8(A) hereof, receiving, endorsing and collecting all
checks and other orders for the payment of money made payable to Debtor
representing any dividend, interest payment or other distribution payable or
distributable in respect of the Collateral or any part thereof, and to give full
discharge for the same;
(c) file, or cause to be filed, photocopies or carbon copies of any financing
statement respecting any right of Secured Party in the Collateral, and any such
photocopy or carbon copy of the signature of Debtor on such photocopy or carbon
copy shall be deemed an original for purposes of such filing. Debtor hereby
authorizes Secured Party to sign financing statements on Debtor's behalf to be
filed in all jurisdictions in which such authorization is permitted, and Secured
Party shall endeavor to provide Debtor a copy of any such filing; and
(d) (without limiting any other provision hereof) in its discretion request that
any uncertificated securities or deposits constituting Collateral hereunder be
delivered to it in definitive form. Upon receipt of such request from Secured
Party, Debtor will immediately take
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all reasonable steps (including, without limitation, the payment by Debtor of
all reasonable costs and expenses of issuance and transfer) required to cause
such uncertificated securities or deposits to be issued and delivered in
definitive form to Secured Party, together with any and all documents (executed
in blank) required to erect the transfer of definitive securities or deposits in
definitive form to Secured Party. The parties expressly agree that such
securities or deposits when issued in definitive form shall continue to
constitute Collateral for purposes of this Agreement.
Debtor hereby appoints Secured Party as Debtor's attorney-in-fact, which
appointment is and shall be deemed to be irrevocable and coupled with an
interest, for purposes of performing acts and signing and delivering any
agreement, document, or instrument, on behalf of Debtor in accordance with this
SECTION 11. Debtor immediately will reimburse Secured Party for all reasonable
expenses so incurred by Secured Party, together with interest thereon at 3% in
addition to the Prime Rate.
12. FURTHER ASSURANCES. Debtor agrees to do (or cause to be done) such further
acts and things, and to execute and deliver (or cause to be executed and
delivered) such additional conveyances, assignments, agreements, and
instruments, as Secured Party may at any time reasonably request in connection
with the administration or enforcement of this Agreement or related to the
Collateral or any part thereof or in order better to assure and confirm unto
Secured Party its rights, powers and remedies hereunder.
13. ADDITIONAL PROVISIONS REGARDING SECURITIES ACCOUNT. The following
additional provisions pertaining to the Bailee do not limit any of Secured
Party's rights or powers under other provisions hereof.
(a) Debtor agrees to direct Bailee to hold the Collateral as bailee and agent
for Secured Party; Debtor hereby acknowledges that Bailee does and shall hold
the Collateral as bailee and agent of Secured Party. Debtor agrees to execute
and deliver to Secured Party a direction letter to Bailee in the form attached
hereto as EXHIBIT A. All terms of the direction letter, including without
limitation the agreement and acknowledgment of Bailee, are incorporated into
this Agreement as agreements of Debtor, and Debtor agrees to direct Bailee to
comply with its agreements and obligations under such letter, and to direct
Bailee to agree to and acknowledge such letter as provided therein. Upon the
execution of the direction letter by Debtor, Bailee and Secured Party, as
provided therein, the direction letter shall constitute an agreement among
Debtor, Bailee and Secured Party.
(b) Except as otherwise specified herein or in any direction letter, Bailee
shall act or not act with respect to the Collateral solely in accord with
entitlement orders and instructions (including without limitation instructions
to sell or otherwise dispose of any Collateral, to designate securities as
Collateral (if applicable), and to deliver any Collateral to Secured Party)
given from time to time by Secured Party. Secured Party may exercise any of its
rights and powers hereunder or in connection with this Agreement or the
direction letter, including without limitation the agreement and acknowledgement
of Bailee, without the consent of Debtor.
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(c) Notwithstanding the foregoing, until Secured Party notifies Bailee in
writing to the contrary, Bailee shall not permit withdrawals from the Securities
Account. Moreover, Debtor agrees to take all steps, including without limitation
placing additional assets in the abovereferenced Securities Account, to ensure
that the value of the assets in the Securities Account at all times equals or
exceeds $2,000,000 (the "MINIMUM ACCOUNT BALANCE") as determined by Secured
Party.
(d) Without impairing clause c above, Debtor hereby directs and authorizes
Bailee, as agent with respect to the Securities Account, to effect replacements
and substitutions of Collateral on behalf of Debtor. Without limiting any other
provision hereof, all such replacements and substitutions of Collateral shall be
conclusively deemed to be Collateral and Debtor shall be deemed to have granted
a security interest in such items and assigned such items to Secured Party, as
more fully provided in SECTION 2 above. All substitutions and replacements shall
be satisfactory to Secured Party in its sole discretion, and (without limiting
any other provision hereof or of any direction letter) if Secured Party so
requests, no substitution or replacement may be made except with the prior
consent of Secured Party.
14. OBLIGATIONS UNCONDITIONAL; WAIVER OF DEFENSES. Debtor irrevocably agrees
that no fact or circumstance whatsoever which might at law or in equity
constitute a discharge or release of, or defense to the obligations of, a
guarantor or surety shall limit or affect any obligations of Debtor under this
Agreement or any document or instrument executed in connection herewith. Without
limiting the generality of the foregoing:
(a) Secured Party may at any time and from time to time, without notice to
Debtor, take any or all of the following actions without affecting or impairing
the liability of Debtor on this Agreement:
(i) renew or extend time of payment of the Liabilities;
(ii) accept, substitute, release or surrender any security for the
Liabilities; and
(iii) release any person primarily or secondarily liable on the
Liabilities (including without limitation Borrower, any indorser, and any
Guarantor).
(b) No delay in enforcing payment of the Liabilities, nor any amendment, waiver,
change, or modification of any terms of any document or instrument which
evidences or is given in connection with the Liabilities, shall release Debtor
from any obligation hereunder. The obligations of Debtor under this Agreement
are and shall be primary, continuing, unconditional and absolute
(notwithstanding that at any time or from time to time all of the Liabilities
may have been paid in full), irrespective of the value, genuineness, regularity,
validity or enforceability of any documents or instruments respecting or
evidencing the Liabilities. In order to hold Debtor liable or exercise rights or
remedies hereunder, there shall be no obligation on the part of Secured Party,
at any time, to resort for payment to Borrower or any Guarantor or to any other
security for the Liabilities. Secured Party shall have the right to enforce this
Agreement irrespective of
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whether or not other proceedings or steps are being taken against any other
property securing the Liabilities or any other party primarily or secondarily
liable on any of the Liabilities.
(c) Debtor irrevocably waives presentment, protest, demand, notice of dishonor
or default, notice of acceptance of this Agreement, notice of any loans made,
extensions granted or other action taken in reliance hereon, and, except as
otherwise expressly provided herein, all demands and notices of any kind in
connection with this Agreement or the Liabilities.
(d) So long as this Agreement remains in effect or any Liabilities are
outstanding, Debtor waives any claim or other right which Debtor might now have
or hereafter acquire against Borrower or any other person primarily or
contingently liable on the Liabilities (including without limitation any maker,
indorser or Guarantor) or that arises from the existence or performance of
Debtor's obligations under this Agreement, including without limitation any
right of subrogation, reimbursement, exoneration, contribution, indemnification,
or participation in any claim or remedy of Secured Party against Borrower or any
other collateral security for the Liabilities, which Secured Party now has or
hereafter acquires, however arising.
15. SECURED PARTY MAY ALSO BE BAILEE OR TRUSTEE. Debtor hereby irrevocably
waives, releases and forever relinquishes any claim or right of any nature
whatsoever based upon the fact that Bailee or a trustee of any Debtor, Borrower
or Guarantor which is a trust is or may be Secured Party itself or a direct or
indirect parent, subsidiary or affiliate of Secured Party, and hereby
irrevocably consents to any such circumstance. The rights and powers of Secured
Party shall not in any way be restricted by reason of any such present or future
circumstance.
16. NOTICES. All notices, requests and demands to or upon the respective parties
hereto shall be deemed to have been given or made when deposited in the mail,
postage prepaid, addressed if to Secured Party to its main banking office
indicated above (Attention: Division Head), and if to Debtor to its address set
forth below, or to such other address as may be hereafter designated in writing
by the respective parties hereto or, as to Debtor, may appear in Secured Party's
records.
17. MISCELLANEOUS. THIS AGREEMENT AND ANY DOCUMENT OR INSTRUMENT EXECUTED IN
CONNECTION HEREWITH SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAW OF THE State of Illinois, and SHALL BE DEEMED TO HAVE BEEN EXECUTED
IN SUCH STATE. Unless the context requires otherwise, wherever used herein the
singular shall include the plural and vice versa, and the use of one gender
shall also denote the others. Captions herein are for convenience of reference
only and shall not define or limit any of the terms or provisions hereof;
references herein to Sections or provisions without reference to the document in
which they are contained are references to this Agreement. This Agreement shall
bind Debtor, its trustees (including without limitation successor and
replacement trustees), successors and assigns, and shall inure to the benefit of
Secured Party, its successors and assigns, except that Debtor may not transfer
or assign any of its rights or interest hereunder without the prior written
consent of Secured Party. Debtor agrees to pay upon demand all reasonable
expenses (including without limitation reasonable attorneys' fees, legal costs
and expenses, and time charges of attorneys who may be
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employees of Secured Party, in each case whether in or out of court, in original
or appellate proceedings or in bankruptcy) incurred or paid by Secured Party or
any holder hereof in connection with the enforcement or preservation of its
rights hereunder or under any document or instrument executed in connection
herewith. Each of the Debtors (including the trustees executing this Agreement,
in their capacity as trustees under the Trust and not in their individual
capacity) shall be primarily, jointly and severally liable for all obligations
hereunder.
18. WAIVER OF JURY TRIAL, ETC. DEBTOR HEREBY IRREVOCABLY AGREES THAT, SUBJECT TO
SECURED PARTY'S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER
PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
OR ANY DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT
TO LITIGATION IN COURTS HAVING SITUS WITHIN OR JURISDICTION OVER COOK COUNTY,
ILLINOIS. DEBTOR HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL,
STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY, AND
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO REQUEST OR DEMAND TRIAL BY
JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING
BROUGHT BY SECURED PARTY IN ACCORDANCE WITH THIS PARAGRAPH, OR TO CLAIM THAT ANY
SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
19. COUNTPART SIGNATURES. This Agreement may be executed in any number of
counterparts, and any party hereto may execute one or more such counterparts,
all of which shall constitute one and the same Agreement. Delivery of an
executed counterpart of this Agreement by facsimile shall be as effective as
delivery of a manually executed counterpart of this Agreement.
[SIGNATURE PAGE FOLLOWS]
Page 25 of 26 Pages
IN WITNESS WHEREOF, Debtor has executed this Pledge Agreement as of the
date first above written.
WALLACE E. AND LELIA H. CARROLL TRUST U/A DATED
MAY 1, 1958 FOR THE BENEFIT OF WALLACE E.
CARROLL, JR.
By: /s/ Wallace E. Carroll
---------------------------------------
Wallace E. Carroll, Jr., as Co-Trustee
By: /s/ Amelia M. Carroll
---------------------------------------
Amelia M. Carroll, as Co-Trustee
By: /s/ Robert E. Kolek
----------------------------------------
Robert E. Kolek, as Co-Trustee
Address for notices:
c/o CRL, Inc.
6300 South Syracuse Way
Suite 300
Englewood, Colorado 80111
Page 26 of 26 Pages