SUBORDINATED PARTICIPATION AGREEMENT
This Subordinated Participation Agreement (this "Agreement")
is made as of the 28th day of June, 2002, between LASALLE BANK NATIONAL
ASSOCIATION, a national banking association ("LaSalle"), and by the undersigned
parties collectively identified as "Participants" (each a "Participant" and
collectively, the "Participants"). LaSalle has made or has agreed to make loans
and other extensions of credit to Westell Technologies, Inc., Westell, Inc.,
Westell International, Inc., Conference Plus, Inc., and Teltrend LLC
(collectively, the "Borrowers") pursuant to that certain Amended and Restated
Loan and Security Agreement by and between LaSalle and the Borrowers dated
August 31, 2000, as the same has been or may hereafter be amended, restated,
supplemented or otherwise modified from time to time (the "Loan Agreement").
Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to such terms in the Loan Agreement.
In consideration of the payment on the date hereof by the
Participants to LaSalle of the aggregate amount of $5,000,000 (the "Purchase
Price") in immediately available United States funds, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties, LaSalle hereby sells to each of the Participants,
and each of the Participant hereby purchases from LaSalle, without recourse to
LaSalle, on the terms and conditions hereinafter set forth, a subordinated
last-out participation interest in (a) the Term Loan made by LaSalle to the
Borrowers, (b) all rights, claims (including "claims" within the meaning of
Section 101(5) of the Bankruptcy Code) and causes of action of LaSalle against
the Borrowers and any other Person that arise under, from, in, to or in
connection with the Loan Agreement and the Loan Documents, to the extent
attributable in whole or in part to the Term Loan, and (c) the collateral for
and guarantees of the Term Loan (each such interest (expressed as a percentage
interest) being herein called the "Participation Interest"); provided, that the
maximum aggregate principal amount of all Participants' Participation Interests
in the Term Loan shall not exceed $5,000,000. Notwithstanding anything to the
contrary in this Participation Agreement, no Participant shall have any interest
in any of the fees or other amounts payable by Borrowers to LaSalle,
individually or as Agent, under the Loan Documents, other than reimbursements
for amounts paid by the Participants pursuant to this Agreement for which the
Borrower is otherwise liable under the Loan Documents.
1. The parties hereto acknowledge and agree that it is their
intent that the Participation Interests of the Participants be subordinated,
"last-out" participation interests meaning, among other things, that no
Participant shall have any right (x) to receive any payment of principal in
respect of their Participation Interests in the Term Loan while LaSalle
(including any other participant(s) or assignees of LaSalle's) has any Loans
outstanding to, undrawn Letters of Credit issued for the account of, or
unreimbursed Letter of Credit drawings or other Obligations owing to it by, the
Borrowers or (y) to receive any payment of interest in respect of their
Participation Interests in the Term Loan unless and until LaSalle (including any
other participant(s) of LaSalle's) shall have received payment in full of all
interest Obligations then due and payable to it by the Borrowers under the Loan
Documents. Each Participant hereunder shall be jointly and severally liable for
all obligations and undertakings of each other Participant hereunder. The
Participation Interests of each Participant are as set forth on Schedule I
attached hereto (as the same may be amended pursuant to Section 12 below).
2. Except as otherwise provided herein, all payments received
by LaSalle pursuant to the Loan Documents or otherwise (including without
limitation, any amounts received by way of set-off, banker's lien, counterclaim,
realization on collateral or otherwise) may be applied to any outstanding
Obligations in such order as LaSalle, in its discretion, deems appropriate, and
each Participant hereby acknowledges and agrees that LaSalle, in exercising that
discretion, may allocate any or all such amounts to any such Obligations
(including post-petition interest, whether or not allowed in a bankruptcy
proceeding of any of the Borrowers) other than (and prior to) those in which
such Participant has an interest. LaSalle shall be entitled to withhold and
apply any payment or property to be paid or delivered to the Participants
hereunder against any amounts payable by the Participants to LaSalle under this
Agreement.
(a) Notwithstanding the foregoing, if LaSalle receives any
payment of interest in respect of the Loans from the Borrower or
reimbursement of amounts paid by the Participants pursuant to this
Agreement (other than Purchase Price), then upon the payment to LaSalle
and its participants and assignees (other than the Participants) of all
amounts of interest or reimbursement amounts then due and owing to them
under the Loan Documents, LaSalle hereby agrees it shall remit to the
Participants such remaining portion of such payment as shall then be
required to pay accrued but unpaid interest or reimbursement amounts,
as applicable, owing to the Participants hereunder within three (3)
Business Days after LaSalle's receipt of collected and immediately
available funds therefor from the Borrowers;
(b) Subject to the limitation in Section 1(x) above, upon the
receipt by LaSalle and its participants and assignees (other than the
Participants) of payment in full of all of the outstanding Obligations
under the Loan Documents, any further principal amounts remitted to
LaSalle with respect to the Term Loan shall be remitted to the
Participants within three (3) Business Days after LaSalle's receipt of
collected and available funds therefor.
3. All payments required to be made by LaSalle to the
Participants, and all communications by LaSalle to any of the Participants,
shall be sent to such Participants to such account and/or such address as shall
be specified by such person from time to time on reasonable advance written
notice delivered to LaSalle (the initial accounts and addresses being set forth
on Schedule I hereto). Notwithstanding LaSalle's agreement to make such
distributions as aforesaid, each of the Participant's hereby agrees (i) that
LaSalle shall have no liability (including for payment of interest pursuant to
Section 12 below) for the improper allocation as between Participants of any
payment made by LaSalle hereunder, (ii) the Participants shall be liable as
among themselves for all adjustments of any improperly allocated distribution to
any one or more Participants and (iii) to jointly and severally indemnify,
defend and hold harmless LaSalle, its employees, directors, officers and agents
for any losses, costs, fees, expenses (including without limitation, reasonable
attorneys' fees and court costs), damages, claims, suits or actions arising out
of or related to the allocation of, or failure of any other Participant to make
any corrective adjustment with respect to, any payment made by LaSalle
hereunder.
4. All payments with respect to the Obligations (including,
without limitation, any payment by way of set-off, banker's lien, counterclaim,
realization on collateral or otherwise) received by any Participant at any time
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from any source other than LaSalle shall be promptly, but in any event within
three (3) Business Days thereafter, paid over by the Participants to LaSalle for
application in accordance with the Loan Documents and this Agreement.
5. If any payment received by LaSalle and forwarded to the
Participants pursuant to this Agreement is rescinded or must otherwise be
returned for any reason, the Participants jointly and severally hereby agree to
return or pay over to LaSalle the aggregate portion of such payment or amount
previously remitted to the Participants, together with the Participants'
proportionate share of all interest payable by LaSalle in connection therewith
(as such amount and such share of such payment and interest shall be calculated
by LaSalle, which calculation shall be deemed conclusively correct absent
manifest or demonstrable error).
6. If LaSalle (a) incurs any cost, fee, expense or
disbursement (including reasonable fees and disbursements of counsel) in
connection with or attributable in whole or in part to the Term Loan or the Loan
Agreement or any of the other Loan Documents in connection therewith or (b)
incurs any expense which it deems necessary or desirable to protect the rights
of LaSalle, the Participants or the Collateral therefor or which otherwise
arises in connection with the enforcement of the Term Loan, then, to the extent
LaSalle is not reimbursed by the Borrowers for such cost, fee, disbursement or
expense, the Participants jointly and severally hereby agree to pay to LaSalle
promptly upon receipt of notice thereof, but in any event within five (5) days
thereafter, an amount equal to the Participants' allocable share of each such
amount so incurred or suffered (as such amounts and such shares shall be
calculated by LaSalle, which calculation shall be deemed conclusively correct
absent manifest or demonstrable error).
7. This Agreement shall be in full force and effect until the
earliest of (i) the date on which LaSalle gives the Participants written notice
that all Obligations have been fully and indefeasibly satisfied in full in cash
and the Loan Agreement has been terminated, (ii) the date on which all
Obligations attributable to the Participation Interests have been fully and
indefeasibly satisfied in full in cash and all obligations of the Participants
to LaSalle hereunder have been satisfied in full in cash, or (iii) such other
date as the Participants and LaSalle shall agree in writing.
8. LaSalle will exercise the same care and attention with
respect to the administration of the Term Loan as LaSalle gives to its other
credit transactions in which no participations are sold. LaSalle may use its
sole discretion with respect to exercising or refraining from exercising its
rights or taking or refraining from taking any actions which may be vested in
LaSalle or which LaSalle may be entitled to take or assert under or with respect
to the Term Loan, any other Loan, the Loan Agreement or any other Loan Document
(including, without limitation, the release of any liens on collateral securing
the Term Loan or any other Loan and/or the release of any guarantors of the Term
Loan or any other Loan), and LaSalle shall not be liable to any Participant with
respect to anything that LaSalle may do or refrain from doing in the exercise of
its business judgment, in the absence of its own gross negligence or willful
misconduct. LaSalle shall have no obligation to make any claim or assert any
lien upon, or assert any right of setoff with respect to, any property held by
LaSalle, whether or not such property constitutes Collateral for any of the Term
Loan. LaSalle may, in its sole discretion, without prior notice to the
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Participants and without any consent or other action by the Participants, grant
any waiver or consent under or with respect to the Loan Agreement, any other
Loan Document and/or the Term Loan or agree to any amendment of the Loan
Agreement or any other Loan Document, including, without limitation, entering
into any amendment extending the final maturity date of the Loans, increasing or
decreasing the rate of interest on any of the Loans or amending, modifying or
waiving any other provision or default under the Loan Agreement or the other
Loan Documents. Without limiting the foregoing, LaSalle shall have the exclusive
right, in LaSalle's name alone, to carry out the provisions of the Loan
Agreement and the other Loan Documents, to enforce and collect the Obligations,
to exercise and enforce all rights and privileges granted to LaSalle under the
Loan Agreement and the other Loan Documents, to take or refrain from taking
legal action to enforce or protect Participants' and/or LaSalle's interests with
respect to the Loan Agreement, the other Loan Documents, the Collateral and the
Obligations, to consent to the use by Borrowers of cash collateral under ss. 363
of the Bankruptcy Code in any bankruptcy case of Borrowers, and to extend
postpetition financing to Borrowers under ss. 364 of the Bankruptcy Code in any
bankruptcy case of such Borrowers. No Participant shall have or seek to exercise
any right of legal or equitable redress against Borrowers. No Participant shall
have any voting rights or consent or approval rights under the Loan Agreement or
the other Loan Documents. LaSalle may rely upon the advice of counsel concerning
legal matters and upon any written communication or any telephone conversation
which LaSalle believes to be genuine and correct or to have been signed, sent or
made by the proper person and LaSalle shall not be required to make any inquiry
concerning the performance by the Borrowers or any other person of any of their
respective obligations and liabilities under or in respect of the Loan Agreement
or any other Loan Document. LaSalle shall not be deemed a trustee, partner or
fiduciary for any Participant in connection with the Participation nor shall
LaSalle have any duties to any Participant except as expressly set forth in this
Agreement.
9. If LaSalle is sued or threatened with any suit, claim or
action in any bankruptcy or other insolvency proceeding involving Borrowers (i)
on account of any alleged preferential or fraudulent transfer received or
alleged to have been received, directly or indirectly, from Borrowers or any
other Person, which is attributable in whole or in part to the existence of
Participants' subordinated Participation Interests, or (ii) relating to the
equitable subordination of the Term Loan Obligations or the recharacterization
of any of the Term Loan Obligations as equity, which is attributable in whole or
in part to the existence of Participants' subordinated Participation Interests,
then each Participant hereby jointly and severally hereby agrees to indemnify,
defend and hold LaSalle harmless from any liability arising from such suit,
claim or action, including, without limitation, from all expenses, costs and
reasonable attorneys' fees paid or incurred, or payments made by LaSalle, in
connection therewith. To the extent that any amounts previously paid in respect
of the Obligations are recovered from LaSalle, such amounts shall be reinstated
as part of the Obligations, repayable in accordance with the priorities
established herein.
10. LaSalle may accept deposits from, make loans or otherwise
extend credit to, take deposits from and generally engage in any kind of banking
or trust business with, the Borrowers or any other person, receive security for
such loans or extensions of credit, and receive payment on such loans or
extensions of credit and otherwise act with respect thereto freely and without
accountability, as if this Agreement were not in effect. Unless and until the
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Term Loan has been assigned to the Participants by LaSalle pursuant to Section
11 below, no Participant shall have any right to exercise any right, claim or
action against any of the Borrowers or their property (including any right of
set-off or counterclaim) with respect to any of the Obligations or against any
of the collateral for any of the Obligations. LaSalle shall maintain records
with respect to the aggregate Participation Interests and this Agreement. All
sums received and payments made or deemed made by LaSalle in connection with the
Term Loan and the Participation Interests will be clearly and fully accounted
for on LaSalle's records in a manner which reflects the Participants' respective
interest therein. If any Participant shall at any time request an accounting,
LaSalle shall furnish a written accounting thereto as soon as practicable (but
in no event more than once in any 60 day period for any Participant).
11. Each Participant acknowledges and agrees that:
(a) It has adequate information concerning the
business and financial condition of the Borrowers to make
an informed decision regarding the purchase of its
Participation Interest and has independently and without
reliance upon LaSalle and based on such information as
such Participant has deemed appropriate, made its own
analysis and decision to enter into this Agreement, except
that such Participant has relied upon the representations,
warranties, agreements and covenants of LaSalle expressly
provided in this Agreement. Such Participant shall
continue to make its own analysis and decisions with
respect to its Participation Interest without reliance
upon LaSalle;
(b) It has received and reviewed each of the Loan
Documents to the extent deemed necessary or advisable by
such Participant;
(c) Except as set forth in Section 14 below, LaSalle
has not made and shall not at any time be deemed to make
any representation or warranty, express or implied, with
respect to (i) the due execution, authenticity, legality,
accuracy, completeness, validity or enforceability of any
of the Loan Documents, (ii) the financial condition,
solvency or creditworthiness of the Borrowers or any other
entity which may have liability for the Term Loan or the
collectibility of the Term Loan, (iii) the validity,
perfection, enforceability, value or sufficiency of, or
title to any security for the Term Loan, or the filing, or
recording or taking of any other actions with respect to
the Loan Documents, or the security for the Term Loan, or
(iv) any other matter having any relation to this
participation, the Term Loan, the Collateral or the Loan
Documents; and
(d) LaSalle may, but shall have no obligation to,
furnish any information relating to the Borrowers, the
Term Loan, the Collateral or otherwise to any Participant,
except as expressly otherwise provided herein; it being
agreed, however, that if and to the extent LaSalle does in
fact provide any such information to any Participant,
LaSalle shall have no ongoing obligation to provide any
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similar or additional information in the future or to
update any such information so provided.
Upon the repayment in full of the Obligations other than the Participant's
Participation Interest, LaSalle shall have the right (but not the obligation) to
transfer and assign to the Participants, and the Participants jointly and
severally agree to accept such transfer and assignment of, all of LaSalle's
right, title and interest in and to the Term Loan (provided that no additional
consideration for such transfer and assignment shall be required hereunder),
without recourse, representation or warranty. The obligation of the Participants
to accept such transfer and assignment as aforesaid shall be unconditional and
irrevocable, notwithstanding any change of circumstances, including (a) any
modification or amendment of, or any consent, waiver, release or forbearance
with respect to, any of the terms of the Loan Agreement or any of the Loan
Documents; (b) any other act or omission to act on the part of LaSalle or on the
part of any of the Borrowers or any other person; (c) the existence of any
Default or Event of Default under the Loan Agreement or any default under any of
the other Loan Documents; or (d) any change of any kind in the financial
position or creditworthiness of the Borrowers or any other Person.
12. If any payment hereunder is not paid by either party to
the other when due hereunder (other than any payment otherwise properly made but
misallocated by LaSalle as among the Participants as provided in Section 3
above), then interest shall accrue, and be payable immediately, on all such
amounts not paid at a per annum rate equal to the average Federal Funds Rate
during the period in question as published daily by the Federal Reserve Bank of
New York. For the purposes of this Section 12, the "Federal Funds Rate" shall
mean, for any date, the weighted average (rounded upwards, if necessary, to the
next 1/100 of 1%) of the rates set by the Federal Reserve Bank of New York on
overnight federal funds transactions with members of the Federal Reserve System
arranged by federal funds brokers, as published on the next succeeding business
day in The Wall Street Journal (Eastern Edition), or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transaction received by LaSalle from three federal funds brokers of recognized
standing selected by LaSalle. For a day that is not a Business Day, the Federal
Funds Rate shall be the rate applicable to federal funds transactions on the
immediately preceding day for which such rate is reported.
13. Each Participant hereby agrees that it will not sell or
otherwise dispose of any portion of its Participation Interest or grant any
sub-participation therein without the prior written consent of LaSalle, provided
that upon prior written notice to LaSalle, any Participant shall be permitted to
transfer any Participation Interest to another Participant, and in any event,
upon any such transfer, the affected Participants shall promptly deliver a
revised Schedule I to this Agreement to LaSalle setting forth any revisions
thereto pursuant to such assignment. In the event of a sub-participation, the
applicable Participant shall not be relieved of any of its obligations to
LaSalle hereunder. Each Participant represents that it is acquiring the
Participation Interest for its own account and not with a view to, or for sale
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in connection with, any distribution thereof and that it is an "accredited
investor" (as such term is defined in Rule 501 of Regulation D promulgated under
the Securities Act of 1933 (as amended).
14. LaSalle hereby represents and warrants to each Participant
on the date hereof, that LaSalle has good and marketable title to the
Participant Interests being conveyed hereunder and hereby transfers such
interests free and clear of any lien, claim or encumbrance in favor of any other
person or entity (other than any such person or entity asserting any lien, claim
or encumbrance through any Participant).
15. By its confirmation and acceptance of this Agreement, each
Participant represents that it is entitled to receive any payments to be made to
it hereunder without the withholding of any tax and that, upon LaSalle's
request, such Participant will furnish to LaSalle such certifications,
statements and other documents deemed necessary or appropriate by LaSalle to
evidence such Participant's exemption from the withholding of any tax imposed by
any applicable jurisdiction or to enable LaSalle to comply with any applicable
laws or regulations relating thereto.
16. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been given (a) if sent
by facsimile, upon confirmation of receipt (b) if sent by overnight courier
service, the next day, and (c) if sent by mail, the third day after being mailed
by certified mail, postage prepaid, return receipt requested, in any such case
addressed to either party at its address as follows or at such other address as
may hereafter be designated by notice as herein provided:
If to LaSalle: LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois 60674
Attention: Ms. Stephanie Kline
Facsimile: 312-904-6546
If to any Participant: To the address set forth on Schedule I
17. THIS AGREEMENT MAY NOT BE AMENDED EXCEPT IN WRITING SIGNED
BY LASALLE AND BY EACH AFFECTED PARTICIPANT, AND THE RESPECTIVE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS. WITH RESPECT TO ANY DISPUTES
ARISING HEREUNDER, EACH PARTY HERETO HEREBY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN THE STATE OF ILLINOIS
AND WAIVES ANY OBJECTION IT MAY HAVE IN RESPECT OF SUCH DISPUTE ON THE GROUND OF
VENUE OR THAT ANY PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
18. This Agreement may be executed in any number of
counterparts and all of such counterparts shall together constitute one and the
same instrument.
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19. In case any provision in or obligation under this
Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.
20. This Agreement shall be binding upon, and shall inure to
the benefit of, the parties hereto and their respective successors and assigns.
If the foregoing correctly sets forth the understanding
between us, please indicate your confirmation thereof, and your acceptance of
this Agreement by signing and returning to us the enclosed copy of this
Agreement.
Very truly yours,
LASALLE BANK NATIONAL ASSOCIATION
By______________________________________________
Title___________________________________________
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Confirmed and accepted as of the date first above written:
PARTICIPANTS:
Marlene D. Foskett Trust under agreement The Marlene Diane Foskett Trust dated
Florence R. Penny Children's Trust dated December 31, 1970
December 28, 1989
- -----------------------------------
Melvin J. Simon, Trustee ________________________________
Barbara J. Pruitt, Co-Trustee
--------------------------------
Florence R. Penny, Co-Trustee
---------------------------------
Robert Clinton Penny III, Co-Trustee
Barbara J. McDonough Trust under agreement The Barbara J. McDonough Trust dated
Florence R. Penny Children's Trust dated December 31, 1970
December 28, 1989
- -----------------------------------
Melvin J. Simon, Trustee _________________________________
Marlene D. Foskett, Co-Trustee
--------------------------------
Florence R. Penny, Co-Trustee
--------------------------------
Robert Clinton Penny III, Co-Trustee
Robert C. Penny III Trust under agreement The Robert Clinton Penny Trust Number
Florence R. Penny Children's Trust dated Two dated December 30, 1974
December 28, 1989
- --------------------------------
Melvin J. Simon, Trustee ________________________________
Marlene D. Foskett, Co-Trustee
--------------------------------
Florence R. Penny, Co-Trustee
--------------------------------
Barbara J. Pruitt, Co-Trustee
Each of Borrowers hereby acknowledges and agrees that it shall constitute an
Event of Default under (and as such term is defined in) the Loan Agreement if at
any time the payment or priority provisions of this Agreement are held to be
unenforceable as against any Participant, or any Participant brings any suit or
action challenging the enforceability of the payment or priority provisions of
this Agreement or the undertakings of the Participants (or any of them)
hereunder.
BORROWERS: WESTELL TECHNOLOGIES, INC.
By: ____________________________________
Title: ____________________________________
WESTELL, INC.
By: ____________________________________
Title: ____________________________________
WESTELL INTERNATIONAL, INC.
By: ____________________________________
Title: ____________________________________
CONFERENCE PLUS, INC.
By: ____________________________________
Title: ____________________________________
TELTREND LLC
By: ____________________________________
Title: ____________________________________
Address: 750 North Commons Drive
Aurora, Illinois 60504
SCHEDULE I
PERCENTAGE INTERESTS; NOTICE AND PAYMENT INFORMATION
PERCENTAGE INTERESTS
- --------------------
- ------------------------------------------------------------------------ ---------------------------------------------
Participant Percentage Interest
----------- -------------------
- ------------------------------------------------------------------------ ---------------------------------------------
Marlene D. Foskett Trust under agreement Florence R. Penny 18.00%
Children's Trust dated December 28, 1989
- ------------------------------------------------------------------------ ---------------------------------------------
Barbara J. McDonough Trust under agreement Florence R. Penny 12.60%
Children's Trust dated December 28, 1989
- ------------------------------------------------------------------------ ---------------------------------------------
Robert C. Penny III Trust under agreement Florence R. Penny 2.04%
Children's Trust dated December 28, 1989
- ------------------------------------------------------------------------ ---------------------------------------------
The Marlene Diane Foskett Trust dated December 31, 1970 15.34%
- ------------------------------------------------------------------------ ---------------------------------------------
The Barbara J. McDonough Trust dated December 31, 1970 50.00%
- ------------------------------------------------------------------------ ---------------------------------------------
The Robert Clinton Penny Trust Number Two dated December 30, 1974 2.02%
- ------------------------------------------------------------------------ ---------------------------------------------
NOTICE INFORMATION
- ------------------
For each Participant: c/o Melvin J. Simon
4343 Commerce Court
Suite 306
Lisle, Illinois 60532
Facsimile: 630-955-1159
PAYMENT INFORMATION
- -------------------
- ------------------------------------------------ ---------------------------------------------------------------------
Participant Wiring Instructions
----------- -------------------
- ------------------------------------------------ ---------------------------------------------------------------------
Marlene D. Foskett Trust under agreement Bank of America
Florence R. Penny Children's Trust San Francisco, California
dated December 28, 1989 ABA #121000358
Robertson Stephens
Account #14993-01920
For Further Credit To Account #35072560
- ------------------------------------------------ ---------------------------------------------------------------------
- ------------------------------------------------ ---------------------------------------------------------------------
Participant Wiring Instructions
----------- -------------------
- ------------------------------------------------ ---------------------------------------------------------------------
Barbara J. McDonough Trust under agreement Bank of America
Florence R. Penny Children's Trust San Francisco, California
dated December 28, 1989 ABA #121000358
Robertson Stephens
Account #14993-01920
For Further Credit To Account #35072610
- ------------------------------------------------ ---------------------------------------------------------------------
Robert C. Penny III Trust under agreement Bank of America
Florence R. Penny Children's Trust San Francisco, California
dated December 28, 1989 ABA #121000358
Robertson Stephens
Account #14993-01920
For Further Credit To Account #35072537
- ------------------------------------------------ ---------------------------------------------------------------------
The Marlene Diane Foskett Trust dated Bank of America
December 31, 1970 San Francisco, California
ABA #121000358
Robertson Stephens
Account #14993-01920
For Further Credit To Account #35083104
- ------------------------------------------------ ---------------------------------------------------------------------
The Barbara J. McDonough Trust dated Bank of America
December 31, 1970 San Francisco, California
ABA #121000358
Robertson Stephens
Account #14993-01920
For Further Credit To Account #35083179
- ------------------------------------------------ ---------------------------------------------------------------------
The Robert Clinton Penny Trust Number Two Bank of America
dated December 30, 1974 San Francisco, California
ABA #121000358
Robertson Stephens
Account #14993-01920
For Further Credit To Account #35083096
- ------------------------------------------------ ---------------------------------------------------------------------