EXHIBIT 99.1
EXECUTION COPY
COMPANY SHAREHOLDER SUPPORT AGREEMENT
COMPANY SHAREHOLDER SUPPORT AGREEMENT, dated as of October 24,
2004 (this "Agreement"), among Ispat International N.V., a company organized
under the laws of The Netherlands ("Parent"), and each of the stockholders whose
names appear on the signature pages of this Agreement (each, a "Stockholder"
and, collectively, the "Stockholders").
WHEREAS, as of the date hereof and except as noted on Exhibit
A hereto, each Stockholder represents and warrants to Parent that such
Stockholder owns of record and beneficially and has good, valid and marketable
title to, subject to Section 3.01, free and clear of any Lien, proxy, voting
restriction, limitation on disposition, adverse claim of ownership or use or
encumbrance of any kind, other than pursuant to this Agreement, and has the sole
power to vote and full right, power and authority to sell, transfer and deliver,
the number of shares of common stock, par value $0.01 per share ("Company Common
Stock"), of the Company, as set forth opposite such Stockholder's name on
Exhibit A hereto (all such shares of Company Common Stock being referred to
herein as the "Shares");
WHEREAS, Parent, Park Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and the
International Steel Group Inc., a Delaware corporation (the "Company"), propose
to enter into, simultaneously herewith, an Agreement and Plan of Merger (the
"Merger Agreement"; terms used but not defined in this Agreement shall have the
meanings ascribed to them in the Merger Agreement), a draft of which has been
made available to each Stockholder, which provides, upon the terms and subject
to the conditions thereof, for the merger of the Company with Merger Sub (the
"Merger"); and
WHEREAS, Parent has required that Stockholders enter into this
Agreement as a condition to Parent entering into the Merger Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants and agreements contained herein and in the Merger Agreement,
and intending to be legally bound hereby, each Stockholder for himself
individually and severally only, hereby agrees as follows:
ARTICLE I
VOTING AGREEMENT
Section 1.01. Grant of Proxy. (a) On the terms and subject to
the conditions hereof, each Stockholder, by this Agreement, with respect to such
Stockholder's Shares, hereby grants an irrevocable proxy to Parent (and agrees
to execute such documents or certificates evidencing such proxy as Parent may
reasonably request) to vote, at any meeting of the stockholders of the Company,
and in any action by written consent of the stockholders of the Company, all of
such Stockholder's Shares and any other shares of Company Common Stock of which
ownership of record or the power to vote is hereafter acquired by the
Stockholders prior to the termination of this Agreement (i) in favor of the
approval and adoption of the Merger Agreement and approval of the Merger and all
other transactions contemplated by the Merger Agreement and this Agreement, (ii)
against any action, agreement or transaction (other than the
Merger Agreement or the transactions contemplated thereby) or proposal
(including any Competing Transaction) that would result in a breach of any
covenant, representation or warranty or any other obligation or agreement of the
Company under the Merger Agreement or that could result in any of the conditions
to the Company's obligations under the Merger Agreement not being fulfilled, and
(iii) in favor of any other matter necessary to the consummation of the
transactions contemplated by the Merger Agreement that is considered and voted
upon by the stockholders of the Company. Each Stockholder further agrees to
cause such Stockholder's Shares (and such other shares) to be voted in
accordance with the foregoing. THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN
INTEREST. Each Stockholder acknowledges receipt and review of a copy of the
Merger Agreement. Notwithstanding any other provision hereof, upon the earlier
to occur of (A) the Effective Time and (B) the termination of the Merger
Agreement, (regardless of the circumstances (including whether or not there is a
dispute as to whether such termination was in accordance with the Merger
Agreement)) the foregoing proxy will terminate automatically and without further
action.
(b) Each Stockholder agrees to promptly notify Parent and the
Company of the number of any new Shares or any other securities of the Company
acquired by such Stockholder, if any, after the date hereof.
ARTICLE II
THE OPTION
Section 2.01. Option Premium Payment. (a) Within one Business
Day after Stockholder provides written notice of wire transfer instructions to
Parent, Parent shall pay to each Stockholder by wire transfer in immediately
available funds to the account set forth in such notice an amount in cash equal
to $3.50 (the "Option Premium") multiplied by the number of Shares held by such
Stockholder as set forth in Exhibit A (the "Aggregate Option Premium" with
respect to such Stockholder).
(b) Upon termination of the Merger Agreement by Parent
pursuant to Section 8.01(b) or 8.01(g) resulting solely from a failure of the
condition to the closing of the Merger Agreement set forth in Section 7.02(a)
and 7.02(b) to be satisfied, each Stockholder shall refund his Aggregate Option
Premium to Parent and the Option Premium payment will be deemed rescinded.
(c) Upon consummation of the Merger, the Option Premium will
be credited against the per share Merger Consideration to which a Stockholder
would be entitled upon conversion, but in no event will Parent be entitled to
any other portion of the Merger Consideration to which Stockholder is entitled
upon conversion of his Shares.
Section 2.02. Grant of Option. On the terms and subject to the
conditions hereof, each Stockholder hereby grants to Parent an irrevocable
option (the "Option") to purchase such Stockholder's Shares at a price per Share
equal to $38.50 payable in cash (the "Exercise Price", and the Exercise Price
multiplied by the number of Shares held by such Stockholders, the "Aggregate
Exercise Price").
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Section 2.03. Trigger, Expiration and Exercise of the Option.
(a) The Option shall expire if not exercised on or before April 30, 2005 (the
"Option Expiration") provided, however, if the Option shall become exercisable
pursuant to paragraph (b) below in connection with a termination of the Merger
Agreement pursuant to Section 8.01(b), the Option Expiration shall be postponed
for a period of two (2) Business Days.
(b) The Option will become exercisable upon the termination of
the Merger Agreement (the "Option Triggering Event") under circumstances (i) in
which Parent is immediately entitled to the Company Fee pursuant to Section
8.03(b) of the Merger Agreement or (ii) in which Parent could be entitled to the
Company Fee at a future date pursuant to Section 8.03(b), clauses (ii) or (iii),
of the Merger Agreement. Parent may exercise the Option at any time and from
time to time, with respect to any or all of the Shares, only following the
Option Triggering Event and until the Option Expiration. In the event that
Parent wishes to exercise the Option, Parent shall give written notice of such
exercise (the date of such notice being herein called the "Notice Date") to the
Stockholders. The notice of exercise shall specify a place and date (not later
than ten (10) business days and not earlier than two (2) business days following
the Notice Date) for closing such purchase (the "Option Closing").
Section 2.04. Closing Deliveries. At the Option Closing, (a)
Parent shall pay the aggregate Exercise Price for the Shares being purchased
from the Stockholders, by wire transfer of immediately available funds, to
accounts to be designated not later than one business day prior to such Option
Closing by the Stockholders by written notice to Parent and (b) each Stockholder
shall deliver to Parent a certificate or certificates evidencing such
Stockholder's Shares, and each Stockholder agrees that such Stockholder's Shares
shall be transferred free and clear of all Liens, subject to Section 3.01. All
such certificates shall be duly endorsed in blank, or with appropriate stock
powers duly executed in blank attached thereto, in proper form for transfer,
with the signature of each Stockholder or Parent, as the case maybe, thereon
guaranteed, and with all applicable taxes paid or provided for.
Section 2.05. The Option Closing. (a) The Option Closing shall
occur within ten (10) business days after the Notice Date; provided that (i) to
the extent necessary, with respect to the exercise of the Option, any applicable
waiting periods (and any extension thereof) under the HSR Act shall have expired
or been terminated and (ii) no preliminary or permanent injunction or other
final non-appealable order, decree or ruling issued by any Governmental
Authority preventing or prohibiting the exercise of the Option or the delivery
of Shares subject to the Option shall be in effect.
(b) At the Option Closing, each Stockholder will deliver good
and valid title to such Stockholder's Shares, subject to Section 3.01, free and
clear of any Liens, other than pursuant to this Agreement. Upon delivery of each
Stockholder's Shares and payment of the Aggregate Exercise Price contemplated
herein, Parent will receive good, valid and marketable title to such
Stockholder's Shares, subject to Section 3.01, free and clear of any Liens.
Section 2.06. Certain Adjustments. (a) In the event of any
change in the capital stock of the Company by reason of a stock dividend,
split-up, merger, recapitalization, combination, exchange of shares or similar
transaction or any other extraordinary change in the corporate or capital
structure of the Company (including, without limitation, the declaration or
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payment of an extraordinary dividend of cash, securities or other property), the
type and number or amount of shares, securities or other property subject to the
Option, and the consideration payable thereon, shall be adjusted appropriately,
and proper provision shall be made in the agreements governing such transaction,
so that Parent shall receive, upon exercise of the Option, the type and number
or amount of shares, securities or property that Parent would have retained
and/or been entitled to receive in respect of the Shares if the Option had been
exercised immediately prior to such event relating to the Company or the record
date therefor, as applicable. The provisions of this Section 2.06 shall apply in
a like manner to successive stock dividends, split-ups, mergers,
recapitalizations, combinations, exchanges of shares or extraordinary
distributions or similar transactions but will in no event apply to the Merger.
ARTICLE III
ADDITIONAL AGREEMENTS
Section 3.01. Restriction on Transfer of Shares. From the date
hereof until the earliest to occur of: (1) the Effective Time, (2) a rescission
of the Option Premium pursuant to Section 2.01(b), (3) termination of the Merger
Agreement under circumstances pursuant to which, at the time of the termination
of the Merger Agreement, Parent is not entitled or potentially entitled,
depending upon future events, to receive the Company Fee pursuant to Section
8.03(b) of the Merger Agreement, and (4) April 30, 2005, each Stockholder agrees
that such Stockholder shall not, directly or indirectly, (a) sell, assign,
transfer (including by operation of law), lien, pledge, dispose of or otherwise
encumber any of the Shares or otherwise agree to do any of the foregoing, (b)
deposit any Shares into a voting trust or enter into a voting agreement or
arrangement or grant any proxy or power of attorney with respect thereto that is
inconsistent with this Agreement, (c) enter into any contract, option or other
arrangement or undertaking with respect to the direct or indirect acquisition or
sale, assignment, transfer (including by operation of law) or other disposition
of any Shares or (d) take any action that would make any representation or
warranty of such Stockholder herein untrue or incorrect in any material respect
or have the effect of preventing or disabling the Stockholder from performing
such Stockholder's obligations hereunder. The parties recognize that certain of
the Shares have previously been pledged to secure certain indebtedness and the
liens arising therefrom will not constitute a breach of any provision hereof.
Upon any exercise of the Option with respect to any such Shares, the parties
will cooperate to cause the release of such Shares upon application of a portion
of the proceeds from the Option proceeds related to the obligations.
Section 3.02. No Solicitation of Transactions. From the date
hereof until the earlier to occur of (1) the Effective Time and (2) the
termination of the Merger Agreement for any reason (regardless of the
circumstances (whether or not there is a dispute as to whether such termination
was in accordance with the Merger Agreement)) (the "No Shop Term"), each
Stockholder agrees that he shall not, directly or indirectly, through any
officer, director, agent or otherwise, (a) solicit (including by way of
furnishing nonpublic information), or take any other action to facilitate, any
inquiries or the making of any proposal or offer that constitutes, or may
reasonably be expected to lead to, any Competing Transaction, or (ii) enter into
or maintain or continue discussions or negotiations with any person or entity in
furtherance of such inquiries or to obtain a proposal or offer for a Competing
Transaction, or (iii) agree to, approve, endorse or recommend any Competing
Transaction or enter into any letter of intent or other contract,
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agreement or commitment contemplating or otherwise relating to any Competing
Transaction, or (iv) authorize or permit any agent of the Stockholder or any of
its Affiliates, or any investment banker, financial advisor, attorney,
accountant or other representative retained by the Stockholder or any of its
Affiliates, to take any such action; provided, however, that nothing in this
Section 3.02 shall prevent a Stockholder or such Stockholder's representatives
or agents, in any such person's capacity as a director or executive officer of
the Company from engaging in any activity permitted pursuant to Section 6.04 of
the Merger Agreement. Unless the No Shop Term has expired, each Stockholder
shall, and shall direct or cause such Stockholder's representatives and agents
to, immediately cease and cause to be terminated all existing discussions or
negotiations with any parties that may be ongoing with respect to any Competing
Transaction. During the No Shop Term, each Stockholder shall notify Parent as
promptly as practicable (and in any event within one (1) day after the
Stockholder attains knowledge thereof), orally and promptly thereafter in
writing, if any proposal or offer, or any inquiry or contact with any person
with respect thereto, regarding a Competing Transaction is made, specifying the
material terms and conditions (including material amendments or proposed
material amendments) thereof and the identity of the party making such proposal
or offer or inquiry or contact.
Section 3.03. Affiliate Letters. Prior to the Closing, each
Stockholder agrees to execute an affiliate letter as soon as possible after the
date hereof, in the form and substance attached to the Merger Agreement as
Exhibit 6.09 thereof.
Section 3.04. Further Assurances. From time to time, at the
request of Parent, in the case of any Stockholder, or at the request of the
Stockholders, in the case of Parent, and without further consideration, each
party shall execute and deliver or cause to be executed and delivered such
additional documents and instruments and take all such further action as may be
reasonably necessary or desirable to consummate the transactions contemplated by
this Agreement.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS
Each Stockholder hereby severally represents and warrants to
Parent and as follows:
Section 4.01. Organization, Authority and Qualification. If
such Stockholder is an individual, such Stockholder possesses all legal capacity
to enter into this Agreement and to perform such Stockholder's obligations
hereunder and to consummate the transactions contemplated hereby. If such
Stockholder is a corporation, limited liability company, partnership or other
entity, it is a corporation or other such entity duly organized or formed,
validly existing and in good standing under the laws of its jurisdiction of
incorporation or organization, and has the requisite corporate, partnership or
other similar power and authority to enter into this Agreement and to perform
its obligations hereunder and to consummate the transactions contemplated
hereby. If such Stockholder is a corporation, limited liability
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company, partnership or other entity, the execution and delivery of this
Agreement by such entity have been duly authorized by all necessary corporate,
partnership or other similar action. This Agreement has been duly executed and
delivered by such Stockholder and, assuming the due authorization, execution and
delivery by Parent constitutes the valid and binding obligation of such
Stockholder, enforceable against such Stockholder in accordance with its terms.
Section 4.02. No Conflict. If such Stockholder is a
corporation, limited liability company, partnership or other entity, the
execution and delivery of this Agreement by such Stockholder do not, and the
performance of this Agreement by such Stockholder will not, conflict with or
violate the certificate of incorporation, by-laws or similar organizational
documents of such Stockholder. The execution and delivery of this Agreement by
such Stockholder do not, and the performance of this Agreement by such
Stockholder will not, (a) conflict with or violate any Law applicable to such
Stockholder, in his capacity as such, or by which such Stockholder's Shares are
bound or affected, or (b) result in any breach of or constitute a default (or an
event which, with notice or lapse of time or both, would become a default)
under, or give to others any right of termination, amendment, acceleration or
cancellation of, or result in the creation of a Lien or other encumbrance on any
Shares of such Stockholder pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument or
obligation, except, with respect to clause (b), for any such conflicts,
violations, breaches, defaults or other occurrences as would not, individually
or in the aggregate, prevent or materially delay the performance by such
Stockholder of any of its obligations pursuant to this Agreement.
Section 4.03. Required Filings and Consents. The execution and
delivery of this Agreement by such Stockholder do not, and the performance of
this Agreement by such Stockholder will not, require any consent, approval,
authorization or permit of, or filing with or notification to, any United States
federal, state, county or local or non-United States government, governmental,
regulatory or administrative authority, agency, instrumentality or commission or
any court, tribunal, or judicial or arbitral body (a "Governmental Authority"),
except (i) for applicable requirements, if any, of the Exchange Act, state
securities or "blue sky" laws ("Blue Sky Laws"), state takeover laws and the
pre-merger notification requirements of the HSR Act, and (ii) where the failure
to obtain such consents, approvals, authorizations or permits would not,
individually or in the aggregate, prevent or materially delay the performance by
such Stockholder of any of its obligations pursuant to this Agreement.
Section 4.04. Permitted Disclosure. Each Stockholder
authorizes and agrees to permit Parent and the Company to publish and disclose
in the Proxy Statement, the Registration Statement or the Euronext Statement and
related filings under the securities laws such Stockholder's identity and
ownership of Shares and the nature of such Stockholder's commitments,
arrangements and understandings under this Agreement and any other information
required by applicable Law.
Section 4.05. Absence of Litigation. As of the date of this
Agreement, there is no litigation, suit, claim, action, proceeding or
investigation (an "Action") pending or, to the knowledge of such Stockholder,
threatened against such Stockholder, or any property or asset of such
Stockholder, before any Governmental Authority that seeks to materially delay or
prevent the consummation of the transaction contemplated by this Agreement.
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Section 4.06. Brokers. No broker, finder or investment banker
is entitled to any brokerage, finder's or other fee or commission in connection
with the transactions contemplated by this Agreement based upon arrangements
made by or on behalf of any, or all, of the Stockholders.
ARTICLE V
TERMINATION
Section 5.01. Termination. Without limiting the generality of
effect of any other provision hereof providing for a shorter term for any
particular provision, subject to Section 2.03(a), this Agreement and the option
granted hereunder shall terminate and be of no further force or effect on the
Option Expiration provided, however, if the option granted hereunder is
exercised on or prior to the Option Expiration, the option and the restrictions
contained in Section 3.01 shall survive until the expiration of the period set
forth in Section 2.05(a) for the Closing of the option. Nothing in this Section
5.01 shall relieve any party of liability for any willful breach of this
Agreement.
Article VI
Miscellaneous
Section 6.01. Expenses. Except as otherwise provided herein,
all costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such costs
and expenses, whether or not the transactions contemplated hereby are
consummated.
Section 6.02. Notices. All notices, requests, claims, demands
and other communications hereunder shall be in writing and shall be given (and
shall be deemed to have been duly given upon receipt) by delivery in person, by
facsimile or e-mail or by registered or certified mail (postage prepaid, return
receipt requested) to the respective parties at the following addresses:
if to Parent:
Ispat International N.V.
15th Floor, Xxxxxxxx 00
0000 XX Xxxxxxxxx
Xxx Xxxxxxxxxxx
Facsimile No.: x00-00-000-0000
Attention: Company Secretary
with a copy to:
Ispat International Ltd.
Xxxxxxxx Xxxxxx Xxxxx
0xx Xxxxx
0
Xxxxxxxx Xxxxxx
Xxxxxx X0X 0XX
Xxxxxx Xxxxxxx
Facsimile No.: x00-00-0000-0000
Attention: General Counsel
with a copy to:
Shearman & Sterling LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No: (000) 000-0000
Attention: Xxxx X. Xxxxxxxx, Xx.
Xxxxx X. Xxxxxx
Email: xxxxxxxxx@xxxxxxxx.xxx
xxxxxxx@xxxxxxxx.xxx
if to Xxxxxx X. Xxxx:
c/o International Steel Group Inc.
0000 Xxxxxxx Xxxxx Xxxxxxx
Xxxxxxxxx, XX 00000
If to Xxxxxx X. Xxxx, WLR Recovery Fund L.P.
and the other WLR Stockholders:
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Section 6.03. Severability. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any rule of
law, or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any party. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent possible.
Section 6.04. Entire Agreement; Assignment. This Agreement
constitutes the entire agreement among the parties with respect to the subject
matter hereof and supersedes all prior agreements and undertakings, both written
and oral, among the parties, or any of them, with respect to the subject matter
hereof. This Agreement shall not be assigned (whether pursuant to a merger, by
operation of law or otherwise), except that Parent may assign all or any of its
rights and obligations hereunder to any affiliate of Parent; provided that no
such assignment shall
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relieve the assigning party of its obligations hereunder if such assignee does
not perform such obligations.
Section 6.05. Specific Performance. The parties hereto agree
that irreparable damage would occur in the event any provision of this Agreement
were not performed in accordance with the terms hereof and that the parties
shall be entitled to specific performance of the terms hereof, in addition to
any other remedy at law or equity.
Section 6.06. Governing Law. Governing Law. This Agreement
shall be governed by, and construed in accordance with, the laws of the State of
New York applicable to contracts executed in and to be performed in that State
(other than those provisions set forth herein that are required to be governed
by the DGCL). All actions and proceedings arising out of or relating to this
Agreement shall be heard and determined exclusively in any New York state or
federal court sitting in the Borough of Manhattan of The City of New York. The
parties hereto hereby (a) submit to the exclusive jurisdiction of any state or
federal court sitting in the Borough of Manhattan of The City of New York for
the purpose of any Action arising out of or relating to this Agreement brought
by any party hereto and (b) irrevocably waive, and agree not to assert by way of
motion, defense, or otherwise, in any such Action, any claim that it is not
subject personally to the jurisdiction of the above-named courts, that its
property is exempt or immune from attachment or execution, that the Action is
brought in an inconvenient forum, that the venue of the Action is improper, or
that this Agreement or the transactions contemplated hereby may not be enforced
in or by any of the above-named courts.
Section 6.07. Counterparts. This Agreement may be executed and
delivered (including by facsimile transmission) in one or more counterparts, and
by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.
Section 6.08. Headings. The descriptive headings contained in
this Agreement are included for convenience of reference only and shall not
affect in any way the meaning or interpretation of this Agreement.
Section 6.09. Waiver of Jury Trial. EACH OF THE PARTIES HERETO
HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. Each of the parties hereto (a) certifies that no
representative, agent or attorney of any other party has represented, expressly
or otherwise, that such other party would not, in the event of litigation, seek
to enforce that foregoing waiver and (b) acknowledges that it and the other
hereto have been induced to enter into this Agreement and the transactions
contemplated hereby, as applicable, by, among other things, the mutual waivers
and certifications in this Section 6.09.
Section 6.10. Amendment. This Agreement may not be amended or
modified except (a) by an instrument in writing signed by each of the parties
hereto or (b) by a waiver in accordance with Section 6.11.
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Section 6.11. Extension; Waiver. Any party hereto may (a)
extend the time for the performance of any obligation or other act of any other
parties hereto, (b) waive any inaccuracy in the representations and warranties
of any other party contained herein or in any document delivered pursuant hereto
and (c) waive compliance with any agreement of any other party or any condition
to its own obligations contained herein. Any such extension or waiver shall be
valid if set forth in an instrument in writing signed by the party or parties to
be bound thereby.
Section 6.12. Certain Limitations. The stockholders have
entered into this Agreement at the request of Parent, and there are no
representations, warranties or covenants of any stockholder with respect to this
Agreement, the transactions herein contemplated or the events giving rise
thereto except as expressly provided herein, including without limitation as to
the business, financial condition, results of operations or prospects of the
Company.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, each of the parties hereto have executed
this Agreement as of the date first written above.
ISPAT INTERNATIONAL N.V.
/s/ Xxxxxx Xxxxxx
---------------------------------------
Name: Mr. Xxxxxx Xxxxxx
Title: Managing Director A
STOCKHOLDERS
/s/ Xxxxxx X. Xxxx
---------------------------------------
Name: Xxxxxx X. Xxxx
WLR RECOVERY FUND L.P.
By: WLR Recovery Associates LLC,
its General Partner
By: /s/ Xxxxxx X. Xxxx, Xx.
------------------------------------
Xxxxxx X. Xxxx, Xx.,
its Managing Member
WLR RECOVERY FUND II, L.P.
By: WLR Recovery Associates II LLC,
its General Partner
By: /s/ Xxxxxx X. Xxxx, Xx.
------------------------------------
Xxxxxx X. Xxxx, Xx.,
it Managing Member
WLR RECOVERY ASSOCIATES II LLC
By: /s/ Xxxxxx X. Xxxx, Xx.
------------------------------------
Xxxxxx X. Xxxx, Xx.,
its Managing Member
/s/ Xxxxxx X. Xxxx, Xx.
---------------------------------------
Xxxxxx X. Xxxx, Xx.
/s/ Xxxxxx X. Xxxx, Xx.
---------------------------------------
Xxxxxx X. Xxxx, Xx., XXX
EXHIBIT A
LIST OF STOCKHOLDERS
Number of Shares of Company
Common Stock Owned
Name of Stockholder Beneficially and of Record
------------------- ---------------------------
Xxxxxx X. Xxxx 6,936,786
Xxxxxx X. Xxxx 1,381,059 (1)
(1) Pledged to Secure certain indebtedness.
