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In order to induce Kanter to continue to serve as trustee
and to reduce to writing the agreement concerning the carried
interest, the Agreement and Indemnification was entered into on
July 26, 1984, by and among (1) Kanter, as trustee of HCT, (2)
the beneficiaries of HCT, and (3) Hyman L. Federman. The
Agreement and Indemnification stated, in pertinent part, as
follows:
WHEREAS, BWK is currently acting as Trustee of the
Hi-Chicago Trust and so acted from its inception at the
time of creation; and
WHEREAS, the Beneficiaries of the Trust desire
that BWK continue to serve as Trustee of the Trust; and
WHEREAS, BWK is willing to so serve, upon receipt
of a satisfactory release and indemnification as
contained herein from the Beneficiaries and from HLF,
with respect to any and all claims and liabilities
which might be asserted concerning prior conduct by BWK
as Trustee in the operations of the Trust, and for
acting or choosing not to act upon advice provided by
HLF; and
WHEREAS, all of the undersigned have expressed a
willingness to execute this Agreement and
Indemnification in order to induce BWK to continue to
serve as Trustee of the Trust without seeking prior
judicial approval for his past or future acts or
failure to act as Trustee; and
WHEREAS, to provide the beneficiaries of the Trust
a current financial account there is attached hereto as
"Exhibit A" a balance sheet and profit and loss
statement as of the Trust year ended February 29, 1984,
and a further such balance sheet and profits and loss
statement as of June 30, 1984, attached as Exhibit B.
NOW, THEREFORE, the parties hereto agree as
follows:
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