EXHIBIT C
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SECURITIES PURCHASE AGREEMENT
Between
TRIBUNE COMPANY
and
THE PURCHASERS NAMED HEREIN
Dated as of August 26, 1997
5 1/2% Senior Convertible/Exchangeable Notes due 2000
$150,000,000 Principal Amount
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TABLE OF CONTENTS
Page
ARTICLE I
SALE OF NOTES......................... 1
ARTICLE II
CLOSING............................ 1
Section 2.1 Closing Date........................ 1
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY......... 2
Section 3.1 Due Incorporation................... 2
Section 3.2 Authority........................... 3
Section 3.3 Non-Contravention................... 3
Section 3.4 Enforceability of Agreement......... 3
Section 3.5 Title of the Notes.................. 4
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS........ 4
Section 4.1 Due Organization.................... 4
Section 4.2 Authority........................... 4
Section 4.3 Non-Contravention................... 4
Section 4.4 Enforceability of Agreement......... 5
Section 4.5 Securities Act...................... 5
Section 4.6 Funds............................... 5
ARTICLE V
CONDITIONS TO THE OBLIGATIONS OF THE PARTIES.......... 6
Section 5.1 Conditions to Obligations of the
Purchasers........................... 6
Section 5.2 Condition to Obligations of Each
Party ............................... 6
Section 5.3 Conditions to Obligations of the
Company.............................. 6
ARTICLE VI
ADDITIONAL COVENANTS...................... 6
Section 6.1 Payment of Expenses................. 6
Section 6.2 Voting Agreement.................... 6
ARTICLE VII
TERMINATION.......................... 7
ARTICLE VIII
MISCELLANEOUS......................... 8
Section 8.1 Governing Law....................... 8
Section 8.2 Survival............................ 8
Section 8.3 Successors and Assigns.............. 8
Section 8.4 Entire Agreement; Amendment......... 8
Section 8.5 Notices, Etc........................ 9
Section 8.6 Delays or Omissions................. 9
Section 8.7 Counterparts........................ 10
Section 8.8 Severability........................ 10
Section 8.9 Titles and Subtitles................ 10
Section 8.10No Public Announcement.............. 10
SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (this "Agreement") is made
as of August 26, 1997, among Tribune Company, a Delaware corporation (the
"Company"), and each of the Purchasers listed on the signature pages
hereto (individually, a "Purchaser" and collectively, the "Purchasers").
ARTICLE I
SALE OF NOTES
Upon the terms and subject to the conditions set forth
herein, on the Closing Date (as defined below), the Company will sell to
each of the Purchasers and, in reliance on the representations and
warranties of the Company contained herein, each of the Purchasers
severally will purchase from the Company, the 5 1/2% Senior
Convertible/Exchangeable Notes due 2000 of The Learning Company, Inc.
(formerly known as Softkey International, Inc.) (the "Notes") in the
principal amounts and at the cash price set forth on Schedule A attached
hereto, plus interest on the Notes accrued from the last interest payment
date on the Notes up to and including the Closing Date (as defined below)
payable by each Purchaser in proportion to the amount of the Notes being
purchased by such Purchaser.
ARTICLE II
CLOSING
SECTION 2.1 CLOSING DATE. The closing (the "Closing") of the
purchase and sale of the Notes contemplated hereby shall take place on
such date and at such time as agreed to by the Company and the
Purchasers, simultaneously with the closing of the Securities Purchase
Agreements dated as of the date hereof (the "Purchase Agreements")
between each of the Purchasers and The Learning Company, Inc. ("TLC")
(and each such closing shall be conditioned on simulta neously closing
the other), but in no event later than three business days following the
date upon which all of the conditions to closing set forth in Article V
hereof and in the Purchase Agreements are satisfied or waived (the date
of the Closing is hereinafter referred to as the "Closing Date"). The
Closing shall be held at the offices of Skadden, Arps, Slate, Xxxxxxx &
Xxxx LLP, Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000-0000, or at such
other place as agreed to by the Company and the Purchasers.
Delivery of the Notes to be purchased by the Purchasers
pursuant to this Agreement shall be made at the Closing by the Company
delivering to each of the Purchasers, against payment of the purchase
price therefor as listed in Schedule A hereto (plus the accrued interest
described in Article I) one certificate representing the principal
amount of Notes to be purchased by each of the Purchasers as listed in
Schedule A hereto registered in the name of such Purchaser or such other
person which shall be an affiliate of such Purchaser or a nominee of such
Pur chaser or such affiliate as such Purchaser may have designated in
writing to the Company at least one business day prior to the Closing
Date or duly endorsed for transfer with all signatures thereon guaranteed
(the "Transferee"), unless at least two business days prior to the
Closing Date such Purchaser shall have requested that the Company deliver
more than one certificate representing the Notes in which event the
Company will deliver to such Purchaser certificates representing the
number of Notes so requested, registered in such name or names specified
in such request (subject to the foregoing limitation) or duly endorsed
for transfer with all signatures thereon guaranteed and in such principal
amounts as shall have been specified in the request. Payment of the
purchase price for the Notes to be purchased hereunder shall be made by
each Purchaser by wire transfer of immediately available funds.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
As an inducement to the Purchasers to enter into this
Agreement and to consummate the transactions contemplated hereby, the
Company represents and warrants to each of the Purchasers as follows:
SECTION 3.1 DUE INCORPORATION. The Company has been duly
incorporated and is validly existing and in good standing as a
corporation under the laws of Delaware, with corporate power and
corporate authority to own its properties and conduct its business as
presently conducted.
SECTION 3.2 AUTHORITY. The Company has all necessary
corporate power and corporate authority to enter into this Agreement and
to consummate the transactions contemplated hereby.
SECTION 3.3 NON-CONTRAVENTION. The execution, delivery and
performance of this Agreement by the Company 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 terms and provisions of, or
constitute a default (or an event which with notice or lapse of time, or
both, would constitute a default) under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets
of the Company or any of its subsidiaries pursuant to any agreement,
instrument, franchise, license or permit to which the Company or any of
its subsidiaries is a party or by which any of such corporations or their
respec tive properties or assets may be bound other than such conflicts,
breaches or defaults that are not, individually or in the aggregate,
reasonably expected to materially impair the ability of the Company to
consummate the transactions contemplated by this Agreement or (b) violate
or conflict with any judgment, decree, order, statute, rule or regulation
of any court or any public, governmental or regulatory agency or body
applicable to the Company or any of its subsidiaries or any of their
respective properties or assets, other than such violations that are not,
individually or in the aggregate, reasonably expected to impair the
ability of the Company to consummate the transactions contemplated by
this Agreement. The execution, delivery and performance of this Agreement
by the Company and the consummation of the transactions contemplated
hereby do not and will not violate or conflict with any provision of the
certificate of incorporation or by-laws of the Company or any of its
subsidiaries, as currently in effect. No consent, approval,
authorization, order, registration, filing, qualification, license or
permit of or with any court or any governmental agency or body is
required to be made or obtained by the Company or any of its subsidiaries
for the execution, delivery and performance of this Agreement or the
consummation of the transactions contemplated hereby, including the sale
and delivery of the Notes to be sold and delivered by the Company
hereunder.
SECTION 3.4 ENFORCEABILITY OF AGREEMENT. This Agreement has
been duly and validly authorized, executed and delivered by the Company
and does not require any further authorization or consent of the Company,
and is a valid and binding obligation of the Company, enforceable against
the Company in accor dance with its terms.
SECTION 3.5 TITLE OF THE NOTES. The Company has, and at the
Closing Date the Company will have, good and valid title to the Notes to
be sold by the Company hereunder, free and clear of all liens,
encumbrances, equities or claims; and, upon delivery of the Notes and
payment therefor pursuant hereto, good and valid title to the Notes, free
and clear of all liens, encumbrances, equities or claims, will pass to
the Purchasers, assuming that the Purchasers are acquiring the Notes in
good faith and without notice of any "adverse claims" within the meaning
of Article 8 of the Uniform Commercial Code.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
As an inducement to the Company to enter into this Agreement
and to consummate the transactions contemplated hereby, each of the
Purchasers severally and not jointly, hereby represents and warrants to
the Company as follows:
SECTION 4.1 DUE ORGANIZATION. Purchaser has been duly
organized and is validly existing under the laws of its jurisdiction of
organization, with power and authority (corporate or similar) to own its
properties and conduct its business and has been duly qualified for the
transaction of business under the laws of each other jurisdiction in
which it owns or leases properties or conducts any business so as to
require such qualification, or is subject to no material liability or
disability by reason of the failure to be so qualified in any such
jurisdiction.
SECTION 4.2 AUTHORITY. Purchaser has all necessary power and
authority (corporate or similar) to enter into this Agreement, and to
consummate the transactions contemplated hereby.
SECTION 4.3 NON-CONTRAVENTION. The execution, delivery and
performance of this Agreement by Purchaser and the consummation of the
transac tions contemplated hereby do not and will not, (a) conflict with
or result in a breach of any of the terms and provisions of, or
constitute a default (or an event which with notice or lapse of time, or
both, would constitute a default) under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets
of Purchaser or any of its subsidiaries pursuant to any agreement,
instrument, franchise, license or permit to which Purchaser or any of its
subsidiaries is a party or by which any of such entities or their
respective proper ties or assets may be bound or (b) violate or conflict
with any judgment, decree, order, statute, rule or regulation of any
court or any public, governmental or regulatory agency or body applicable
to Purchaser or any of its subsidiaries or any of their respective
properties or assets. The execution, delivery and performance of this
Agreement by Purchaser and the consummation of the transactions contemplated
hereby do not and will not violate or conflict with any provision
of the organizational documents of Purchaser or any of its subsidiaries,
as currently in effect. No consent, approval, authorization, order,
registration, filing, qualifica tion, license or permit of or with any
court or any governmental agency or body applicable to Purchaser or any
of its subsidiaries or any of their respective proper ties or assets is
required for the execution, delivery and performance of this Agreement
or the consummation of the transactions contemplated hereby, including
the sale and delivery of the Notes to be sold and delivered by Purchaser
hereunder.
SECTION 4.4 ENFORCEABILITY OF AGREEMENT. This Agreement has
been duly and validly authorized, executed and delivered by Purchaser and
does not require any further authorization or consent of Purchaser, and
is a valid and binding obligation of Purchaser, enforceable against
Purchaser in accordance with its terms.
SECTION 4.5 SECURITIES ACT. Purchaser understands that the
Notes have not been registered pursuant to the provisions of the
Securities Act of 1933, as amended (the "Securities Act") and that the
Notes may only be resold if registered pursuant to the provisions of the
Securities Act or if an exemption from registration is available.
Purchaser is a sophisticated investor that understands the risks inherent
in its purchase of the Notes and can afford a complete loss of its
investment in the Notes.
SECTION 4.6 FUNDS. Purchaser has or will at Closing have
sufficient funds to pay, pursuant to Article I hereof, the purchase price
set forth opposite its name on Schedule A hereto (plus the accrued
interest described in Article I).
ARTICLE V
CONDITIONS TO THE OBLIGATIONS OF THE PARTIES
SECTION 5.1 CONDITIONS TO OBLIGATIONS OF THE PURCHASERS. The
obligations of each of the Purchasers to purchase and pay for the Notes
as provided herein shall be subject to the condition that (a) all the
representations and warran ties of the Company herein are, on the date
hereof and as of the Closing Date, true and correct and (b) that the
Company shall have performed all of its obligations hereunder. No
Purchaser shall be obligated to purchase and pay for the Notes unless
each of the other Purchasers elects to purchase and pay for the Notes.
SECTION 5.2 CONDITION TO OBLIGATIONS OF EACH PARTY. The
obligations of each of the Company and the Purchasers to consummate the
transac tions contemplated by this Agreement are subject to the condition
that no tempo rary restraining order, preliminary or permanent injunction
or other order issued by any court of competent jurisdiction prohibiting
or preventing consummation of the transactions contemplated by this
Agreement shall be in effect.
SECTION 5.3 CONDITIONS TO OBLIGATIONS OF THE COMPANY. The
obligations of the Company to sell the Notes to each of the Purchasers
shall be subject to the condition that (a) all the representations and
warranties of each of the Purchasers herein are, on the date hereof and
as of the Closing Date, true and correct and (b) that each of the
Purchasers shall have performed all of their obliga tions hereunder.
ARTICLE VI
ADDITIONAL COVENANTS
SECTION 6.1 PAYMENT OF EXPENSES. Each party hereto shall pay
its own expenses incurred in connection with this Agreement.
SECTION 6.2 VOTING AGREEMENT. (a) At any meeting of share
holders of TLC, and at any adjournment thereof, at which such
shareholders are to vote on the issuance of TLC Series A Convertible
Participating Preferred Stock to the Purchasers on terms that are
substantially identical to those contained in the Purchase Agreements
(the "Preferred Stock Issuance"), the Company will, in person or by
proxy, vote or cause to be voted in favor of the Preferred Stock Issuance
all shares of TLC Common Stock then owned of record or beneficially
by the Company (the "Company Common Stock").
(b) Until the earlier of the date on which the shareholders
of TLC vote upon the Preferred Stock Issuance and the date on which this
Agreement is terminated in accordance with Article VII hereof, the
Company will not (i) grant to any person (other than the proxies named on
the proxy card distributed by TLC in connection with the Preferred Stock
Issuance) a proxy to vote the Company Common Stock or (ii) enter into a
voting trust or similar agreement or arrangement with respect to the
Company Common Stock. Nothing in this Section 6.2 shall restrict the
ability of the Company to sell, transfer, or otherwise dispose of any
shares of Company Common Stock at any time prior to or following the
Closing Date.
ARTICLE VII
TERMINATION
Notwithstanding anything contained herein to the contrary,
this Agreement may be terminated at any time prior to the Closing Date:
(a) By the mutual written consent of the Purchasers and the
Company;
(b) By any Purchaser or the Company if the Closing has not
occurred six months from the date hereof and this Agreement has not
previously been terminated; provided, however, that the right to
terminate the Agreement under this Section 8(b) shall not be available to
any party whose failure to fulfill any obligation under this Agreement
has been the cause of, or resulted in, the failure of the Closing to
occur on or before such date;
(c) By any Purchaser or the Company if any of the Purchase
Agreements are terminated;
(d) By any Purchaser or the Company if the shareholders of
TLC fail to approve the Preferred Stock Issuance; and
(e) By the Company within 10 days after notice that the
Purchase Agreements have been amended in a manner materially adverse to the
Company.
In the event that this Agreement shall be terminated pursuant
to this Article VIII, all further obligations of the parties under this
Agreement shall be terminated without further liability of any party to
any other party, provided that nothing herein shall relieve any party
from liability for its willful breach of this Agreement.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.1 GOVERNING LAW. This Agreement shall be governed
by and construed in accordance with the laws of the State of Delaware
without regard to the conflict of rules thereof.
SECTION 8.2 SURVIVAL. All representations and warranties,
covenants and agreements contained in this Agreement shall remain
operative and in full force and effect regardless of any investigation
made by or on behalf of any Purchaser or any controlling person thereof
or by or on behalf of the Company, any of its officers and directors or
any controlling person thereof, and shall survive delivery of and payment
for the Notes to and by the Purchasers.
SECTION 8.3 SUCCESSORS AND ASSIGNS. Except as otherwise
provided herein, the provisions hereof shall inure to the benefit of, and
be binding upon, the successors and permitted assigns of the parties
hereto. No assignment of this Agreement may be made by either party at
any time, whether or not by operation of law, without the other party's
prior written consent, except that each Purchaser may assign any of its
rights hereunder to an affiliate of such Purchaser, or to another
Purchaser or any of such other Purchaser's affiliates, without the
Company's consent provided that such affiliate expressly assumes in
writing all of such Purchaser's obligations hereunder and provided that
no such assignment shall relieve the assigning Purchaser of its
obligations hereunder.
SECTION 8.4 ENTIRE AGREEMENT; AMENDMENT. This Agreement
constitutes the full and entire understanding and agreement between the
parties with regard to the subjects hereof. The parties agree that the
representations and warranties contained herein are only representations
and warranties among the parties. Except as expressly provided herein,
neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the
party against whom enforcement of any such amendment, waiver, discharge
or termination is sought.
SECTION 8.5 NOTICES, ETC. All notices and other
communications provided for or permitted hereunder shall be made in
writing by hand-delivery, first-class mail (registered or certified,
return receipt requested), telex, telecopier or courier guaranteeing
overnight delivery, addressed (a) if to the Company, at 000 Xxxxx
Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Senior Vice
President-Development and Attention: General Counsel, (b) if to
affiliates of Xxxxxx X. Xxx Company, at 00 Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, Attention: Xxxxxxx X. XxXxxx, or at such other
address as shall have been furnished to the Company, (c) if to affiliates
of Xxxx Capital Inc., at Two Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000,
Attention: Xxxx Xxxxxxxx, or at such other address as shall have been
furnished to the Company and (d) if to affiliates of Centre Partners
Management LLC, at 00 Xxxxxxxxxxx Xxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx
00000, Attention: Xxxx X. Xxxx or at such other addresses as shall have
been furnished to the Company with a copy to Xxxxx X. Xxxxxxx of Skadden,
Arps, Slate, Xxxxxxx & Xxxx LLP at Xxx Xxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000. All such notices and communications shall be deemed
to have been duly given: at the time delivered by hand, if personally
delivered; five business days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt is
acknowledged, if telecopied; and on the next business day, if timely
delivered to a courier guaranteeing overnight delivery.
SECTION 8.6 DELAYS OR OMISSIONS. Except as expressly provided
herein, no delay or omission to exercise any right, power or remedy
accruing to the Company or any Purchaser upon any breach or default of
any party under this Agreement, shall impair any such right, power or
remedy of the Company or any Purchaser nor shall it be construed to be a
waiver of any such breach or default, or an acquiescence therein, or of
or in any similar breach or default thereafter occurring; nor shall any
waiver of any single breach or default be deemed a waiver of any other
breach or default theretofore or thereafter occurring. Any waiver,
permit, consent or approval of any kind or character on the part of the
Company or any Purchaser of any breach or default under this Agreement,
or any waiver on the part of any such party of any provisions or
conditions of this Agreement, must be in writing and shall be effective
only to the extent specifically set forth in such writing. All remedies,
either under this Agreement or by law or otherwise afforded to the
Company or the Purchaser, shall be cumulative and not alternative.
SECTION 8.7 COUNTERPARTS. This Agreement may be executed in
any number of counterparts, each of which may be executed by only one of
the parties hereto, each of which shall be enforceable against the party
actually executing such counterpart, and all of which together shall
constitute one instrument.
SECTION 8.8 SEVERABILITY. In the event that any provision of
this Agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Agreement shall
continue in full force and effect without said provisions; provided that
no such severability shall be effective if it materially changes the
economic benefit of this Agreement to any party.
SECTION 8.9 TITLES AND SUBTITLES. The titles and subtitles
used in this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement.
SECTION 8.10 NO PUBLIC ANNOUNCEMENT. Neither the Company nor
any Purchaser shall make any press release or other public announcement
concerning the purchase and sale of the Notes contemplated by this
Agreement except (i) as and to the extent that any such party shall be
obligated to make any such disclosure by law or the requirements of any
applicable national securities exchange and then only after consultation
with the other regarding the basis of such obligation and the content of
such press release or other public announcement, or (ii) as the Company
and the Purchasers shall mutually agree.
IN WITNESS WHEREOF, each of the undersigned has caused the
foregoing Agreement to be executed by one of its duly authorized officers
as of the date first above written.
TRIBUNE COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
PURCHASERS:
XXXXXX X. XXX EQUITY FUND III, L.P.
By: THL Equity Advisors III Limited
Partnership, as General Partner
By: THL Equity Trust III,
as General Partner
By: /s/ Xxxxxxx X. XxXxxx
___________________________
Name: Xxxxxxx X. XxXxxx
Title: Vice President
XXXXXX X. XXX FOREIGN FUND III, L.P.
By: THL Equity Advisors III Limited
Partnership, as General Partner
By: THL Equity Trust III,
as General Partner
By: /s/ Xxxxxxx X. XxXxxx
___________________________
Name: Xxxxxxx X. XxXxxx
Title: Vice President
XXXXXX X. XXX COMPANY
By: /s/ Xxxxxxx X. XxXxxx
____________________________
Name: Xxxxxxx X. XxXxxx
Title: Managing Director
XXXX CAPITAL FUND V, L.P.
By: Xxxx Capital Partners V, L.P.,
as General Partner
By: Xxxx Capital Investors V, Inc.,
as General Partner
By: /s/ Xxxx X. Xxxxxxxx
____________________________
Name: Xxxx X. Xxxxxxxx
Title: Managing Director
XXXX CAPITAL FUND V-B, L.P.
By: Xxxx Capital Partners V, L.P.,
as General Partner
By: Xxxx Capital Investors V, Inc.,
as General Partner
By: /s/ Xxxx X. Xxxxxxxx
______________________________
Name: Xxxx X. Xxxxxxxx
Title: Managing Director
BCIP ASSOCIATES, L.P.
By: /s/ Xxxx X. Xxxxxxxx
___________________________
Name: Xxxx X. Xxxxxxxx
Title: General Partner
BCIP TRUST ASSOCIATES, L.P.
By: /s/ Xxxx X. Xxxxxxxx
__________________________
Name: Xxxx X. Xxxxxxxx
Title: Managing Director
CENTRE CAPITAL INVESTORS II, L.P.
CENTRE CAPITAL TAX-EXEMPT INVESTORS II, L.P.
CENTRE CAPITAL OFFSHORE INVESTORS II, L.P.
By: Centre Partners II, L.P.,
as General Partner
By: Centre Partners Management LLC,
as Attorney-in-fact
By: /s/ Xxxxxxxx X. Xxxxx
___________________________
Managing Director
STATE BOARD OF ADMINISTRATION OF FLORIDA
By: Centre Parallel Management Partners,
L.P.,
as Manager
By: Centre Partners Management LLC,
as Attorney-in-fact
By: /s/ Xxxxxxxx X. Xxxxx
______________________________
Managing Director
CENTRE PARALLEL MANAGEMENT PARTNERS, L.P.
CENTRE PARTNERS COINVESTMENT, L.P.
By: Centre Partners II LLC,
as General Partner
By: /s/ Xxxxxxxx X. Xxxxx
___________________________
Managing Director
SCHEDULE A
Principal Amount of Purchase
Name of Purchaser Notes to be Purchased Price
----------------- --------------------- --------
Xxxxxx X. Xxx Company Entities $91,463,400 $75,000,000
XXXXXX X. XXX EQUITY FUND III, L.P.
XXXXXX X. XXX FOREIGN FUND III, L.P.
XXXXXX X. XXX COMPANY
XXXX CAPITAL, INC. ENTITIES $34,146,400 $28,000,000
XXXX CAPITAL FUND V, X.X.
XXXX CAPITAL FUND V-B, L.P.
BCIP ASSOCIATES, L.P.
BCIP TRUST ASSOCIATES, L.P.
CENTRE PARTNERS MANAGEMENT LLC ENTITIES $24,390,200 $20,000,000
CENTRE CAPITAL INVESTORS II, L.P.
CENTRE CAPITAL TAX-EXEMPT INVESTORS II,
L.P.
CENTRE CAPITAL OFFSHORE INVESTORS II, L.P.
STATE BOARD OF ADMINISTRATION OF FLORIDA
CENTRE PARALLEL MANAGEMENT PARTNERS, L.P.
CENTRE PARTNERS COINVESTMENT, L.P.
-------------------------- ------------
TOTAL $150,000,000 $123,000.000
