COMMON UNIT REPURCHASE
AGREEMENT
THIS COMMON UNIT
REPURCHASE AGREEMENT (this “ Agreement ”) is
made and entered into as of April 3, 2007 by and among GAYLORD
HOTELS, INC., a Delaware corporation (“ Gaylord Hotels
”), GAYLORD ENTERTAINMENT COMPANY, a Delaware corporation
(“ GEC ” and, together with Gaylord Hotels,
sometimes referred to herein, collectively, as “
Gaylord ”), for the limited purposes set forth in
Sections 2.1(d)(iii) and 5.1 of this Agreement,
COLIN REED and DAVID KLOEPPEL, BASS PRO GROUP, LLC, a Delaware
limited liability company (the “ Company ”), for
the limited purposes set forth in Sections 1.5 and
2.2(d)(v) of this Agreement, AMERICAN SPORTSMAN HOLDINGS
CO., a Missouri corporation (“ American Sportsman
”), JLM PARTNERS, LP, a Delaware limited partnership (“
JLM Partners ”), KB CAPITAL PARTNERS, LP, a Delaware
limited partnership (“ KB Partners ”), and for
the limited purposes set forth in Section 1.3(b) of
this Agreement, BASS PRO, INC., a Delaware corporation (“
BPI ”), TRACKER MARINE, L.L.C., a Missouri limited
liability company (“ Tracker Marine ”), TRACKER
MARINE RETAIL, LLC, a Delaware limited liability company (“
Tracker Retail ”), and BIG CEDAR, L.L.C., a Missouri
limited liability company (“ Big Cedar ”)
(collectively, and together with other subsidiaries that join in
the execution of this Agreement as contemplated by
Section 2.2(d)(vi) , the “ Guarantors
”).
WHEREAS, Gaylord
Hotels, a wholly owned subsidiary of GEC, is the current owner of
43,333 common units of the Company, which common units were
originally owned by GEC, pursuant to that certain Amended and
Restated Limited Liability Company Operating Agreement of the
Company, dated as of December 14, 2005, and subsequently
transferred to Gaylord Hotels;
WHEREAS, the
Company, Gaylord Hotels, American Sportsman, JLM Partners, KB
Partners and certain other parties are parties to that certain
Amended and Restated Limited Liability Company Operating Agreement,
dated as of December 14, 2005, as amended by that certain
Joinder of Gaylord Hotels effective December 31, 2006 (the
“ LLC Agreement ”);
WHEREAS, the
Company, Gaylord Hotels, American Sportsman, JLM Partners, KB
Partners and certain other parties are parties to that certain
Registration Rights Agreement, dated as of December 14, 2005,
as amended by that certain Joinder of Gaylord Hotels effective
December 31, 2006 (the “ Registration Rights
Agreement ”);
WHEREAS, GEC, the
Company, American Sportsman and, solely with respect to
Section 7 thereof, BPI are parties to that certain letter
agreement, dated December 15, 2005 (the “ Letter
Agreement ”);
WHEREAS, the
Company desires to repurchase from Gaylord Hotels, and Gaylord
Hotels desires to sell and transfer to the Company, all common
units owned by Gaylord Hotels for the consideration and upon the
terms and conditions set forth herein;
WHEREAS, the
Company entered into confidentiality agreements with each of Colin
Reed and David Kloeppel in December 2005 (the “
Confidentiality Agreements ”); and
WHEREAS, in
connection with the foregoing, the parties have agreed to terminate
each of the LLC Agreement (except as otherwise provided in
Section 1.5 below), Registration Rights Agreement,
Letter Agreement, and Confidentiality Agreements (collectively, the
“ Existing Agreements ”) with respect to
Gaylord, Colin Reed, and David Kloeppel, as applicable.
NOW, THEREFORE, in
consideration of the foregoing, of the mutual covenants and
agreements herein contained and for other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:
ARTICLE I
PURCHASE AND SALE OF COMMON UNITS
ADDITIONAL TRANSACTION PAYMENT;
TERMINATION OF EXISTING AGREEMENTS
1.1 Purchase
and Sale . On the Closing Date (as defined below), Gaylord
Hotels shall sell to the Company, and the Company shall purchase
from Gaylord Hotels, all 43,333 common units currently owned or
held by or on behalf of Gaylord Hotels or any of its Affiliates (as
defined below) (collectively, the “ Common Units
”).
1.2
Consideration and Payment .
(a) In
consideration for the Common Units, the Company shall pay to
Gaylord Hotels an aggregate amount of Two Hundred Twenty-Two
Million Dollars ($222,000,000) (the “ Repurchase Price
”) in cash.
(b) The
Company shall diligently pursue and use its reasonable best efforts
to secure financing for the Repurchase Price upon commercially
reasonable terms from third party, commercial lenders as soon as
possible but in any event within 90 days of the date hereof;
provided , however , that in no event shall the
Company be obligated to incur or seek to obtain any public or
quasi-public indebtedness to finance the Repurchase Price,
including, without limitation, the issuance of any securities
registered under the Securities Act of 1933, as amended (the
“ Securities Act ”), or Rule 144A
promulgated thereunder, or otherwise entitled or subject to the
right to registration under the Securities Act.
(c) In
addition to the Repurchase Price payable under
Section 1.2(a) , Gaylord Hotels shall also be eligible
to receive an Additional Transaction Payment (as defined below)
pursuant to the terms of Section 1.3 .
1.3 Additional
Transaction Payment .
(a) In
the event that during the period beginning on the date hereof and
ending on the eighteen (18) month anniversary of the date
hereof (the “ Relevant Period ”), the Company or
BPI consummates or executes definitive documentation or a letter of
intent or similar instrument in respect of a Change of Control
Transaction (as defined below) or an IPO (as defined below) (each,
an “ Additional Transaction ”) then the Company
shall notify Gaylord
2
Hotels in
writing of such Additional Transaction and, upon the consummation
of such Additional Transaction, Gaylord Hotels shall be entitled to
receive the positive amount, if any, as is equal to the product of
(i) the Supplemental Per Common Unit Payment (as defined
below), multiplied by (ii) 43,333 (such amount, the “
Additional Transaction Payment ”). The Additional
Transaction Payment shall be paid to Gaylord Hotels concurrently
with the closing of the Additional Transaction, in immediately
available funds and/or in, the case of a Change of Control
Transaction, in such other form of consideration as is payable to
the other holders of equity securities of the Company in connection
with the Change of Control Transaction. Gaylord Hotels shall be
entitled to receive an Additional Transaction Payment, if any, in
respect of any and all Additional Transactions during the Relevant
Period. No Additional Transaction Payment shall be required upon
the sale, lease, exchange, transfer or other disposition of any of
the assets or equity securities of Tracker Marine, Tracker Retail
or Big Cedar alone or together and any such sale, lease, exchange,
transfer or other disposition whether alone or together shall not
be taken into account for the purposes of determining whether a
Change of Control Transaction has occurred with respect to the
Company. For the avoidance of doubt, in no event shall Gaylord
Hotels ever owe the Company any amount as a result of application
of this Section 1.3 . In the event that Gaylord Hotels,
GEC or any of their respective Affiliates consummates, executes
definitive documentation or a letter of intent or similar
instrument with respect to the financing (debt or equity) of a
Competing Business during the Relevant Period, Gaylord shall no
longer be entitled to Additional Transaction Payments;
provided , however , that, notwithstanding the
foregoing, nothing herein shall preclude or prohibit Gaylord
Hotels, GEC or their respective Affiliates from maintaining a
passive investment in publicly held entities provided that Gaylord
Hotels, GEC or their respective Affiliates do not have more than a
two percent (2%) beneficial ownership in any such
entity.
(b) Subject
to the limitations set forth in the next sentence of this
Section 1.3(b) , each of the Guarantors, hereby
irrevocably and unconditionally guarantees payment, when due, to
Gaylord Hotels of any Additional Transaction Payment, if any,
arising under Section 1.3(a) of this Agreement. The
guarantee obligation set forth in this Section 1.3(b)
is one of collection, and not of payment or performance. Each of
the Guarantors hereby absolutely, unconditionally and irrevocably
waives, to the fullest extent permitted by law, notice of
acceptance of its guarantee. Any successor to all or a material
portion of the Company (on a consolidated basis) shall expressly
assume all obligations and liabilities of a Guarantor set forth in
this Section 1.3(b) . Other than as contemplated by the
immediately preceding sentence, in the event that a Guarantor is no
longer a subsidiary of the Company, such entity shall be released
from its guarantee obligations hereunder without any further action
on the part of any Person.
(c) For
the avoidance of doubt, any reference to the Company in this
Section 1.3 shall include any successor to the Company
as a result of a Corporate Conversion or otherwise.
(d) For
the purposes of this Agreement, the following terms shall have the
meanings specified below:
“
Additional Transaction Price Per Common Unit ” shall
mean the price per common unit or other equity security for or into
which the common units of the Company were previously exchanged or
converted in the Additional Transaction, as applicable, as adjusted
for
3
any equity
split, equity combination, in-kind equity distribution, dividend,
reverse equity split, or recapitalization, reorganization or
similar event which occurs between the date hereof and the closing
of the Additional Transaction so as to be measured in price per
common unit on the date hereof, including (i) any additional
amounts paid to any Person at such date under any non-compete
agreements, employment agreements, severance agreements, service
agreements, consulting agreements or other similar ancillary
agreements executed specifically in connection with such
transaction, but only to the extent that such additional amounts
are on economic terms that are demonstrably above market for the
type of transaction in question or are otherwise intended to be
purchase price and (ii) in connection with a Change of Control
Transaction, any dividend or distribution made by the Company to
the Company’s equity holders between the Closing (as defined
below) and the closing of a Change of Control Transaction (other
than tax distributions made to the members of the Company in
accordance with the terms of the LLC Agreement, including, without
limitation, any distributions made pursuant to
Section 1.7 hereof). Subject to the provisions of this
Section 1.3 , with respect to (a) any Change of
Control Transaction with respect to the Company that involves the
sale, lease, exchange, transfer or other disposition of less than
all of the Company’s assets (including the sale or
disposition of all or less than all of the assets or equity
securities of BPI) or (b) any Change of Control Transaction or
IPO with respect to BPI, then the Additional Transaction Price Per
Common Unit shall be determined by reference to the value in such
Additional Transaction of the assets or equity securities actually
being sold or disposed of as a percentage of the fair market value
of all the assets of the Company (on a consolidated
basis).
The
foregoing notwithstanding, in the event that a series of related
transactions (each, a “ CoC Component Transaction
”) are cumulated to give rise to a Change of Control
Transaction (i.e., a series of related transactions), then the
Additional Transaction Price Per Common Unit shall be the average
weighted price per common unit received in connection with such
Change of Control Transaction, which shall be calculated as the
quotient of (1) the aggregate amount received from all CoC
Component Transactions (with respect to each CoC Component
Transaction, such amount calculated by multiplying the actual price
per common unit (or other equity security into which the common
units of the Company were previously exchanged for or converted
into) received in such CoC Component Transaction by the number of
common units (or other equity security into which the common units
of the Company were previously exchanged for or converted into)
issued, sold or transferred at such price), divided by (2) the
aggregate number of common units (or other equity security into
which the common units of the Company were previously exchanged for
or converted into) issued, sold or transferred in all such CoC
Component Transactions (in each case adjusted for any equity split,
equity combination, in-kind equity distribution, dividend, reverse
equity split, or recapitalization, reorganization or similar event
which occurs between the date hereof and the closing of the
Additional Transaction so as to be measured in common units on the
date hereof), which, taken together, constitute a Change of Control
Transaction.
“
Affiliate ” shall mean, with respect to any Person
(i) any director, manager, partner, executive officer or
stockholder or member holding 5% or more of the equity (on a
fully-diluted basis) of such Person, (ii) any spouse, parent,
sibling or descendant of such Person (or a spouse, parent, sibling
or descendant of any director, manager, partner or officer of such
Person), (iii) any other person that, directly or indirectly,
through one or more intermediaries, controls, or is controlled by,
or is under common control with, such Person. The term “
control ”
4
means the
possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or
otherwise.
“
Business ” means the business, as conducted by the
Company on the Closing Date, of (a) the distribution, direct
marketing and/or retailing (including, sales from store locations,
catalogs and internet orders) of fishing, hunting, camping, and
related outdoor merchandise (including, without limitation,
footwear and apparel) and equipment, (b) the manufacture,
distribution, marketing and/or sale of watercraft, and (c) the
sale of all terrain vehicles.
“
Competing Business ” means any Person which is
engaged, as its principal activity, in any business or activity
that is in direct competition with the Business.
“
Change of Control Transaction ” shall mean with
respect to the Company or BPI (i) the sale, lease, exchange,
transfer or other disposition (including, without limitation, by
merger, consolidation or otherwise) of 50% or more of the value of
the properties or assets of the Company (but excluding the
properties and assets of Tracker Marine, Tracker Retail and Big
Cedar) or BPI, in one or a series of related transactions, to an
individual or a corporation, partnership, limited liability
company, joint venture, trust, unincorporated organization,
association or other form of business or legal entity (each, a
“ Person ”) or group of Persons (other than an
internal restructuring involving the Company and/or BPI and one or
more of their respective Affiliates), (ii) any merger,
consolidation or other business combination, or refinancing or
recapitalization, in one or a series of related transactions, that
results in the holders of the issued and outstanding voting
securities of the Company or BPI immediately prior to such
transaction owning or controlling less than 50% of the equity
securities of the continuing or surviving entity immediately
following such transaction, or (iii) any Person or Persons
acting together or which would constitute a “group” for
the purposes of Section 13(d) of the Securities Exchange Act of
1934, as amended (the “ Exchange Act ”),
together or with any Affiliates thereof (other than any of the
holders of the equity securities of the Company or BPI immediately
prior to the consummation of such transaction) beneficially owning
(as defined in Rule 13d-3 of the Exchange Act) or controlling,
directly or indirectly, in one or a series of related transactions,
at least 50% of the total equity securities of the Company or BPI,
as applicable.
“
Corporate Conversion ” shall have the meaning ascribed
to it in the LLC Agreement.
“
IPO ” shall mean the closing of any offering
(including any underwriters overallotment option), whether by the
Company or selling equity holders, of the equity securities of the
Company or BPI for sale to the public pursuant to an offering
registered with the Securities and Exchange Commission (the “
Commission ”) under the Securities Act in an amount
equal to 35% of the pre-offering equity securities of the Company
or BPI, as the case may be; provided that for the purposes
of this Agreement, the issuance by the Company or BPI of
registration rights (or similar rights that if exercised would
cause the Company or BPI to register its equity securities pursuant
to an offering registered with the Commission under the Securities
Act) to a financing source shall not give rise to an Additional
Transaction Payment.
5
“
Repurchase Price Per Common Unit ” shall mean
$5,123.12.
“
Supplemental Per Common Unit Payment ” shall mean the
positive amount, if any, as is equal to (i) the Additional
Transaction Price Per Common Unit less (ii) the
Repurchase Price Per Common Unit.
1.4 Full and
Complete Payment . The parties acknowledge and agree that
following the Closing (a) the Repurchase Price constitutes
full and complete payment for the Common Units and all rights and
attributes related thereto (including, without limitation, any
amounts due in respect of any accrued but unpaid dividends or
distributions), and (b) except for the Repurchase Price and,
if applicable, the Additional Transaction Payment, Gaylord Hotels
shall not be entitled to any other rights, payments, dividends
and/or distributions, whether in cash or property, from the Company
or any other Person in respect of the Common Units or other
interests in or with respect to the Company, whether existing under
(i) the Delaware Limited Liability Company Act, as now or
hereafter amended, (ii) the Company’s Certificate of
Formation, or (iii) any of the Existing Agreements, except, in
all cases, as provided in Section 1.5 hereof. For the
avoidance of doubt, the foregoing shall not preclude Gaylord Hotels
from bringing an action for (A) fraud, (B) breach of this
Agreement, or (C) breach of the General Release of Claims
described in Sections 2.2(d)(iv) or 2.2(d)(v) below;
provided that the remedy for any such action shall not include
rescission of the transactions contemplated by this
Agreement.
1.5 Termination
of Existing Agreements . Effective upon the Closing,
(a) each of the Existing Agreements shall automatically
terminate with respect to Gaylord Hotels, GEC, Colin Reed, and
David Kloeppel, as applicable, and shall cease to be of any further
force or effect as between Gaylord Hotels, GEC, Colin Reed, and
David Kloeppel, as applicable, on the one hand, and the other
party(ies) to such agreement, on the other hand, (b) Gaylord
Hotels, GEC, Colin Reed, and David Kloeppel shall have no rights or
obligations under any of the Existing Agreements with respect to
the Company or any of the other parties thereto, and
(c) neither the Company nor any of the other parties to any of
the Existing Agreements shall have any further rights or
obligations under any of the Existing Agreements with respect to
Gaylord Hotels, GEC, Colin Reed, and David Kloeppel, provided,
however , that the provisions of Section 8.11 of the LLC
Agreement shall continue in full force and effect with respect to
indemnification of Colin Reed as a manager of the Company and that
the provisions of Section 4.1 of the LLC Agreement shall
continue in full force and effect only to the extent necessary to
fully effectuate Section 1.7 hereof. For the avoidance
of doubt, notwithstanding anything to the contrary in
Section 10.3 of the LLC Agreement, at the Closing
Gaylord Hotels shall cease to be a Member (as such term is defined
in the LLC Agreement) of the Company. For the avoidance of doubt
and as provided under Section 13.1(b) of the LLC Agreement and
Section 11.3 of the Registration Rights Agreement, this
Section 1.5 shall be acknowledged by each of the other
parties to each of such agreements to effect the termination of
such agreements with respect to Gaylord Hotels as provided herein.
To the extent necessary under the Existing Agreements, each of
Gaylord Hotels, GEC, the Company, American Sportsman, JLM Partners,
KB Partners and the other parties thereto hereby (or concurrently
herewith) consent to (i) the execution and delivery of this
Agreement and (ii) as of the Closing, the consummation of the
transactions contemplated hereby. American Sportsman, JLM Partners,
KB Partners and the other parties to the Existing Agreement hereby
(or shall concurrently herewith): (i) agree that the payment
of the Repurchase Price and
6
any Additional
Transaction Payment shall not constitute a distribution under
Section 4.1 of the LLC Agreement, and (ii) waive any
right they may have under the LLC Agreement to any portion of the
Repurchase Price or other payments made to Gaylord pursuant to this
Agreement. Gaylord Hotels and GEC hereby waive any pre-emptive
right they may have under Article VI of the LLC Agreement.
Gaylord Hotels and GEC hereby authorize the Company to withhold (or
pay to a third party) amounts from the Repurchase Price and any
Additional Transaction Payment to the extent required by any
applicable Law relating to tax withholding.
1.6 The
Closing . The closing of the transactions contemplated by this
Agreement (the “ Closing ”) shall take place at
the offices of Latham & Watkins LLP, Sears Tower, Suite 5800,
Chicago, Illinois 60606 at 10:00 A.M. on the business day
following the satisfaction or waiver of the last to occur of the
closing conditions set forth in Article II hereof or on
such other date as is mutually agreeable to Gaylord Hotels and the
Company. The date on which the Closing takes place shall be
referred to as the “ Closing Date .”
1.7
Distributions of Cash Sufficient to Pay Taxes . Except to
the extent such distributions have already been made to Gaylord
Hotels or GEC pursuant to Section 4.1 of the LLC Agreement
prior to the Closing Date, the Company shall distribute to Gaylord
Hotels an amount of cash sufficient to pay any federal, state or
local income taxes with respect to Gaylord Hotels’ or
GEC’s respective share of the Company’s taxable income
with respect to any tax year (or portion thereof) ending on or
prior to the Closing Date. The Company shall make such
distributions to Gaylord Hotels at the same time that tax
distributions for the relevant tax period are made to the members
of the Company pursuant to Section 4.1 of the LLC Agreement,
but in no event later than 180 days after the Closing
Date.
ARTICLE II
CONDITIONS TO CLOSING
2.1 Conditions
to the Company’s Obligations . The obligation of the
Company to consummate the transactions contemplated by this
Agreement is subject to the satisfaction of the following
conditions as of the Closing Date:
(a)
Representations and Warranties . The representations and
warranties of Gaylord Hotels and GEC set forth in
Article III hereof shall be true and correct in all
material respects (except for any representations or warranties
qualified by materiality, which shall be true and correct in all
respects) at and as of the Closing Date as though then made and as
though the Closing Date was substituted for the date of this
Agreement throughout such representations and
warranties.
(b)
Covenants . Gaylord shall have performed in all material
respects all of the covenants and agreements required to be
performed by Gaylord under this Agreement at or prior to the
Closing.
(c)
Governmental Proceedings . No injunction exists or
proceeding has been commenced that is reasonably likely to prevent,
delay, make illegal, or otherwise interfere with, the performance
of this Agreement or the consummation of any of the transactions
contemplated
7
hereby, declare
unlawful the transactions contemplated by this Agreement or cause
such transactions to be rescinded.
(d)
Financing . The Company shall have obtained financing in an
amount at least equal to the Repurchase Price, in accordance with
Section 1.2(b) .
(e)
Consents and Approvals . The Company shall have obtained or
made each consent, approval, authorization, or other order of,
action by, filing with or notification to any governmental
authority or third party, each of which shall be in full force and
effect on and as of the Closing.
(f)
Gaylord Deliveries . Gaylord shall have delivered to the
Company each of the following:
(i) a certificate,
duly executed by an authorized officer of Gaylord and GEC,
certifying that the conditions under Sections 2.1(a)
and 2.1(b) have been satisfied in full;
(ii) a
certificate, duly executed by an authorized officer of Gaylord
Hotels and GEC, certifying that attached thereto are true and
complete copies of the resolutions of the Board of Directors of
Gaylord Hotels and the Board of Directors of GEC, authorizing and
approving the execution, delivery and performance by Gaylord Hotels
and GEC, respectively, of this Agreement and each of the other
documents or instruments contemplated hereby and that such
resolutions are in full force and effect as of the Closing
Date;
(iii) a General
Release of Claims in the form attached hereto as
Exhibit A , duly executed by Gaylord Hotels, GEC, Colin
Reed and David Kloeppel;
(iv) resignation
effective as of the Closing Date from Colin Reed, as a manager of
the Company appointed by Gaylord; and
(v) the
Advertising Agreement as contemplated by Section 5.2 ,
duly executed by GEC.
The
Company may waive any condition specified in this
Section 2.1 if it executes a writing so stating at or
prior to the Closing; provided that if the Closing is consummated,
all such conditions shall be deemed to have been
satisfied.
2.2 Conditions
to Gaylord’s Obligations . The obligations of Gaylord to
consummate the transactions contemplated by this Agreement are
subject to the satisfaction of the following conditions as of the
Closing Date:
(a)
Representations and Warranties . The representations and
warranties of the Company set forth in Article IV
hereof shall be true and correct in all material respects (except
for any representations or warranties qualified by materiality,
which shall be true and correct in all respects) at and as of the
Closing Date as though then made and as though the Closing Date was
substituted for the date of this Agreement throughout such
representations and warranties.
8
(b)
Covenants . The Company shall have performed in all material
respects all the covenants and agreements required to be performed
by it under this Agreement at or prior to the Closing.
(c)
Governmental Proceedings . No injunction exists or
proceeding has been commenced that is reasonably likely to prevent,
delay, make illegal, or otherwise interfere with, the performance
of this Agreement or the consummation of any of the transactions
contemplated hereby, declare unlawful the transactions contemplated
by this Agreement or cause such transactions to be
rescinded.
(d)
Company Deliveries . The Company shall have delivered, or
caused to be delivered, to Gaylord each of the
following:
(i) the Repurchase
Price payable by the Company pursuant to Section 1.2(a)
above by wire transfer of immediately available funds to the
accounts (and in the amounts) designated in writing by Gaylord
Hotels not less than three (3) business days prior to the
Closing;
(ii) a
certificate, duly executed by an authorized officer of the Company,
certifying that the conditions under Sections 2.2(a)
and 2.2(b) have been satisfied in full;
(iii) a
certificate, duly executed by an authorized officer of the Company,
certifying that attached thereto is a true and complete copy of the
(A) the Certificate of Formation and limited liability company
operating agreement, as in effect on the Closing Date and (B)
resolutions of the Board of Managers of the Company authorizing and
approving the execution, delivery and performance by the Company of
this Agreement and each of the other documents or instruments
contemplated hereby and that such resolutions are in full force and
effect as of the Closing Date (it being agreed that the manager
appointed by Gaylord shall be entitled to abstain from voting on
such matter);
(iv) a General
Release of Claims in the form attached hereto as
Exhibit B , duly executed by the Company;
(v) a General
Release of Claims in the form attached hereto as
Exhibit C , duly executed by eac
|
