-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T+eqKy8M744AxcIHIfOwwq8w23cSPFNU60igZARIgZU6e0kL57zWo8UpdYlByOV4 l/LQqnwf8UEw2599IDMdKg== 0000910662-01-500045.txt : 20010727 0000910662-01-500045.hdr.sgml : 20010727 ACCESSION NUMBER: 0000910662-01-500045 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010726 GROUP MEMBERS: GENEEN JUNE H GROUP MEMBERS: PHIL E. GILBERT, JR. GROUP MEMBERS: UNITED STATES TRUST CO. OF NY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GUNTHER INTERNATIONAL LTD CENTRAL INDEX KEY: 0000913600 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE MACHINES, NEC [3579] IRS NUMBER: 510223195 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45223 FILM NUMBER: 1689563 BUSINESS ADDRESS: STREET 1: ONE WINNENDEN STREET 2: NORWICH INDUSTRIAL PARK CITY: NORWICH STATE: CT ZIP: 06360 BUSINESS PHONE: 2038231427 MAIL ADDRESS: STREET 1: 5 WISCONSIN AVE CITY: NORWICH STATE: CT ZIP: 06360 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENEEN JUNE H CENTRAL INDEX KEY: 0001072752 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 740 JOCKEY HILL RD CITY: LISBON STATE: NH ZIP: 03585 BUSINESS PHONE: 6038386607 MAIL ADDRESS: STREET 1: JUNE H GENEEN STREET 2: 740 JOCKEY HILL RD CITY: LISBON STATE: NH ZIP: 03585 SC 13D/A 1 sc13da4jg.txt AMENDMENT 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* GUNTHER INTERNATIONAL, LTD. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 403203 10 2 - -------------------------------------------------------------------------------- (CUSIP Number) Stephen V. Burger Carter, Ledyard & Milburn 2 Wall Street, New York, New York 10005 (212) 732-3200 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 19, 2001 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss. 240.13d-7 for other parties to whom copies are to be sent. *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 ("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). CUSIP No. 403203 10 2 1 NAME OF REPORTING PERSON: June H. Geneen, Executor I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: -0- OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): -0- 14 TYPE OF REPORTING PERSON: IN 2 CUSIP No. 403203 10 2 1 NAME OF REPORTING PERSON: Phil E. Gilbert, Jr., Executor I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: -0- OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): -0- 14 TYPE OF REPORTING PERSON: IN 3 CUSIP No. 403203 10 2 1 NAME OF REPORTING PERSON: United States Trust Company of New York I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 13-381-8954 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: -0- OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): -0- 14 TYPE OF REPORTING PERSON: CO 4 This Amendment No. 4 to the Statement on Schedule 13D dated November 24, 1998, and previously amended on January 20, 1999, April 30, 1999, and July 13, 2001, of June H. Geneen, Phil E. Gilbert, Jr. and United States Trust Company of New York (collectively, the "Executors"), as co-executors of the Estate of Harold S. Geneen (the "Estate"), is being filed as a result of: (1) the distribution to the Estate on July 19, 2001, by Park Investment Partners, Inc. ("Park Investment"), in connection with the dissolution of Park Investment, of 693,745 shares of Common Stock; and (2) the sale on July 25, 2001, by the Estate to Gunther Partners, LLC ("GP") of 919,569 shares of Common Stock. Capitalized terms herein which are not defined herein shall have the same meanings as in this Statement on Schedule 13D as previously amended. Item 4. Purpose of the Transaction ITEM 4 OF THIS STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING: The following transactions have occurred as provided for or contemplated by (a) the Recapitalization Agreement, which is described in Item 4 of Amendment No. 3 to this Statement and is included in the said Amendment No. 3 as Exhibit 7 to this Statement, and (b) the Securities Purchase Agreement made as of July 25, 2001, by and among GP and the Executors, which is included in this Amendment No. 4 as Exhibit 8 to this Statement: 1. On July 19, 2001, in connection with the dissolution of Park Investment, it distributed 693,745 shares of Common Stock to the Estate and 693,744 shares of Common Stock to Gerald H. Newman. The Estate and Mr. Newman are each a 50% shareholder of Park Investment. 2. On July 25, 2001, GP purchased from the Estate for the benefit of the Issuer (a) 919,569 shares of Common Stock for an aggregate purchase price of $137,935.35, and (b) two promissory notes of the Issuer in the aggregate principal amount of $1,851,168.75 for an aggregate purchase price of $500,000.00. As a result of the transactions described in paragraphs 1 and 2 above, the Estate and the Executors have ceased to be the beneficial owners of any shares of Common Stock. Item 5. Interest in Securities of the Issuer ITEM 5 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS: (a) and (b) The Executors are the beneficial owners of no shares of Common Stock. (c) Apart from the transactions described in Item 4 of this Amendment No. 4, no transactions in the Common Stock have been effected by the Executors or the Estate during the past 60 days. 5 (d) Not applicable. (e) As a result of the transactions described in Item 4 of this Amendment No. 4, the Executors have ceased to be the beneficial owners of any shares of Common Stock and thus are no longer subject to the requirements of Section 13(d) or 13(g) of the Securities Exchange Act of 1994 with respect to their beneficial ownership of Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer ITEM 6 OF THIS STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING: The summary set forth in Item 4 of this Amendment No. 4 of certain provisions of the Securities Purchase Agreement is hereby incorporated by reference in this Item 6 and is qualified in its entirety by reference to the full text of such agreement, which is an exhibit to this Schedule 13D and is hereby incorporated by reference in this Item 6. Except as previously described in this Statement, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Executors or between them and any other person with respect to the securities of the Issuer, including but not limited to contracts, arrangements or understandings with respect to transfer or voting of any of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits Exhibit 8. Securities Purchase Agreement made as of July 25, 2001, by and among GP and the Executors. 6 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: July 26, 2001 /s/ June H. Geneen ------------------------------------ June H. Geneen /s/ Phil E. Gilbert, Jr. ------------------------------------ Phil E. Gilbert, Jr. UNITED STATES TRUST COMPANY OF NEW YORK By /s/ George P. Ligotti -------------------------------- George P. Ligotti Vice President 7 EX-8 2 ex813da4jg.txt SECURITIES PURCHASE AGREEMENT AS OF 7/25/01 EXHIBIT 8 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of July 25, 2001 (the "Effective Date") by and among Gunther Partners, LLC, a Delaware limited liability company ("Gunther Partners"), and June H. Geneen, Phil E. Gilbert, Jr. and United States Trust Company of New York, as Co-Executors of The Estate of Harold S. Geneen, late of New York, New York (the "Estate"). RECITALS: A. Gunther Partners and the Estate, among others, are parties to a certain Recapitalization Agreement, dated as of June 25, 2001 (the "Recapitalization Agreement"), with Gunther International, Ltd., a Delaware corporation (the "Company"). B. Pursuant to Section 2 (b) of the Recapitalization Agreement, Gunther Partners has agreed to purchase from the Estate for the benefit of the Company (i) 919,569 shares of the common stock, par value $.001 per share, of the Company (the "Estate Shares") and (ii) promissory notes of the Company in the aggregate principal amount of $1,851,168.75 (together with all interest accrued thereon, the "Estate Notes") for an aggregate purchase price of $637,935.35 at a mutually agreeable date on or before July 25, 2001. C. Accordingly, Gunther Partners now desires to purchase from the Estate, and the Estate desires to sell to Gunther Partners, the Estate Shares and the Estate Notes (collectively, the "Securities") on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement, the parties hereto agree as follows: ARTICLE I PURCHASE AND SALE OF SECURITIES 1.1 Purchase and Sale. On the terms and subject to the conditions of this Agreement, at the Closing (as hereinafter defined), Gunther Partners agrees to purchase from the Estate, and the Estate agrees to sell to Gunther Partners, the Securities. The aggregate purchase price for the Securities shall be $637,935.35 (the "Purchase Price"), $500,000 of which shall be attributable to the purchase and sale of the Estate Notes, and $137,935.35 of which shall be attributable to the purchase and sale of the Estate Shares. 1.2 Closing. (a) The closing of the transactions contemplated by this Agreement (the "Closing") will take place at the offices of United States Trust Company of New York, 114 West 47th Street, New York, NY, on July 25, 2001 (the "Closing Date") so long as all conditions to the obligations of the parties to consummate the transactions contemplated hereby have been satisfied or waived, or at such other time and location as is mutually agreed upon by Gunther Partners and the Estate. (b) At the Closing, the Estate will deliver to Gunther Partners the following: (i) the certificates evidencing and representing the Estate Shares, duly endorsed for transfer to Gunther Partners or accompanying stock powers with signatures guaranteed in a form customarily acceptable for stock transfer, (ii) the original copies of the Estate Notes, duly endorsed for transfer to Gunther Partners, and (iii) such other documents or instruments as may be reasonably requested by Gunther Partners to transfer to Gunther Partners good title to the Securities. (c) At the Closing, Gunther Partners shall deliver to the Estate a certified check or bank draft in the amount of the Purchase Price or, if requested by the Estate, Gunther Partners will wire transfer the Purchase Price to an account designated by the Estate. (d) At the Closing, the Estate shall deliver an opinion of counsel to the Estate in a form reasonably satisfactory to Gunther Partners. ARTICLE II CONDITIONS TO CLOSING 2.1 Conditions to the Estate's Obligations. The obligation of the Estate to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions precedent on or before the Closing Date: (a) the representations and warranties made by Gunther Partners in Article III herein shall be true and correct in all material respects at and as of such Closing Date as though then made and as though references to the Closing Date were substituted for references to the date of this Agreement; (b) all proceedings to be taken by Gunther Partners in connection with the consummation of the transactions contemplated hereby, and all certificates, instruments, opinions, and other documents required to be delivered by Gunther Partners to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Estate and its counsel; and (c) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, shall have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Estate. -2- Any condition specified in this Section 2.1 may be waived by the Estate in its sole discretion. 2.2 Conditions to Gunther Partners' Obligations. The obligation of Gunther Partners to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions precedent on or before the Closing Date: (a) the representations and warranties made by the Estate in Article IV herein shall be true and correct in all material respects at and as of such Closing Date as though then made and as though references to the Closing Date were substituted for references to the date of this Agreement; (b) all proceedings to be taken by the Estate in connection with the consummation of the transactions contemplated hereby, and all certificates, instruments, opinions, and other documents required to be delivered by the Estate to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to Gunther Partners and its counsel; and (c) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, shall have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to Gunther Partners. Any condition specified in this Section 2.2 may be waived by Gunther Partners in its sole discretion. ARTICLE III REPRESENTATIONS AND WARRANTIES OF GUNTHER PARTNERS As a material inducement to the Estate to enter into this Agreement, Gunther Partners hereby represents and warrants to the Estate as follows: 3.1 Investment Intention. Gunther Partners is purchasing the Estate Shares and the Estate Notes for investment and not for distribution in accordance with and subject to the terms and conditions of the Recapitalization Agreement. 3.2 Receipt of Information. Gunther Partners confirms that (a) it has been given the opportunity to examine all relevant documents and to ask questions of, and to receive answers from, representatives of the Company concerning the Company, the Securities and the transactions described in this Agreement, and (b) it has relied on publicly available information and its own knowledge or the advice of its own counsel, accountants, or advisors with regard to the legal, tax, and other considerations involved in the transactions described in this Agreement; and no representations have been made to Gunther Partners by the Estate concerning the Company or its business or prospects, or other matters, except as set forth in this Agreement. -3- 3.3 Accredited Investor Status. Gunther Partners is an accredited investor as defined in Rule 501(a) of Regulation D under the Securities Act of 1933. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE ESTATE As a material inducement to Gunther Partners to enter into this Agreement, the Estate hereby represents and warrants to Gunther Partners, as follows: 4.1 Authorization of the Transaction. The Estate has full power and authority, and has obtained all approvals and consents required to enter into, execute and deliver this Agreement, and to perform fully its obligations under this Agreement. No other proceedings on the part of the Estate are necessary to approve and authorize the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby. 4.2 Due Execution and Delivery. This Agreement has been duly executed and delivered by the duly qualified legal representatives of the Estate and constitutes a valid and binding agreement of the Estate, enforceable against the Estate in accordance with its terms. 4.3 Absence of Conflicts. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) conflict with or result in a breach of any of the provisions of, (b) constitute a default under, (c) result in a violation of, or (d) require any authorization, consent, approval, exemption or other action by or notice to any court or other governmental body under, the provisions of any agreement or instrument to which the Estate is bound or by which it is affected (including the will of or any trust created by Harold S. Geneen), or any applicable law, statute, rule or regulation or any judgment, order or decree to which the Estate is subject. 4.4 Title. The Estate is the owner of the Securities, free and clear of all liens, claims and encumbrances of any nature whatsoever ("Liens") created by the Estate. At the Closing, Gunther Partners will receive good title to the Securities, free and clear of any Liens created by the Estate. The Co-Executors of the Estate have no knowledge of any Liens created on the Securities prior to the death of Harold S. Geneen or any Liens on those Estate Shares acquired from Park Investment Partners, Inc. ARTICLE V TERMINATION 5.1 Termination. This Agreement may be terminated at any time prior to the Closing: (a) by mutual written consent of Gunther Partners and the Estate; or (b) by either of Gunther Partners or by the Estate if there has been a material misrepresentation or breach on the part of the other party to this Agreement, if such breach is not cured within ten (10) days after receipt of notice of such breach from the non-breaching party. -4- 5.2 Effect of Termination. In the event of termination of this Agreement by either Gunther Partners or the Estate as provided above, this Agreement will forthwith become void and there will be no liability on the part of any party hereto to any other party hereto or its members, managers, executors or legal representatives in respect hereof, except that nothing herein will relieve any party to this Agreement from liability resulting from any breach of this Agreement prior to such termination. ARTICLE VI COVENANT Transfer of Securities. During the term of this Agreement, the Estate shall not sell, convey, assign, pledge, otherwise transfer, or subject the Securities to any claim or encumbrance, except as contemplated herein. ARTICLE VII MISCELLANEOUS 7.1 Amendment and Waiver. This Agreement may be amended and any provision of this Agreement may be waived, provided that any such amendment or waiver will be binding upon a party only if such amendment or waiver is set forth in writing executed by each of Gunther Partners and the Estate. No course of dealing between or among any persons having any interest in this Agreement will be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any party under or by reason of this Agreement. 7.2 Binding Agreement; Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by a party without the prior written consent of the other party, except in accordance with operation of law. 7.3 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Agreement. 7.4 No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any person. 7.5 Headings; Interpretation. The headings used in this Agreement are for convenience of reference only and do not constitute a part of this Agreement and will not be deemed to limit, characterize or in any way affect any provision of this Agreement, and all provisions of this Agreement will be enforced and construed as if no caption had been used in this Agreement. Whenever the term "including" is used in this Agreement (whether or not the term is followed by the phrase "but not limited to" or "without limitation" or words of similar -5- effect) in connection with a listing of one or more items or matters, that listing will be interpreted to be illustrative only and will not be interpreted as a limitation on, or an exclusive listing of, such items or matters. 7.6 Entire Agreement. This Agreement, the Recapitalization Agreement, and the documents referred to herein and therein contain the entire agreement between the parties with respect to the subject matter hereof and thereof, and supersede any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof or thereof in any way. 7.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which taken together will constitute one and the same instrument. 7.8 Execution by Telefacsimile Transmission. Telefacsimile transmissions of any executed original document and/or retransmission of any executed telefacsimile transmission shall be deemed to be the same as the delivery of an executed original. At the request of any party hereto, the other parties shall confirm telefacsimile transmissions by executing duplicate original documents and delivering the same to the requesting party or parties. 7.9 Governing Law. THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES HERETO SHALL BE GOVERNED BY THE INTERNAL LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. 7.10 Parties in Interest. Nothing in this Agreement, express or implied, is intended to confer on any person other than the parties and their respective successors and assign any rights or remedies under or by virtue of this Agreement. [Signature Page Follows] -6- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. GUNTHER PARTNERS, LLC By: /s/ Thomas J. Tisch ----------------------------------- Name: Thomas J. Tisch Title: Manager The Estate of Harold S. Geneen By: /s/ June H. Geneen ----------------------------------- June H. Geneen, Co-Executor By: /s/ Phil E. Gilbert ----------------------------------- Phil E. Gilbert, Jr., Co-Executor By: UNITED STATES TRUST COMPANY OF NEW YORK, Co-Executor By: /s/ Steven S. Kirkpatrick ------------------------- Name: Steven S. Kirkpatrick Title: Senior Vice President -7- -----END PRIVACY-ENHANCED MESSAGE-----