Execution Copy
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SUPPORT AGREEMENT
among
TEFRON U.S. HOLDINGS CORP.
and AWS ACQUISITION CORP.
and
XXXXX XX. XXXXX,
XXXXXX H XXXXXXX
and GSC ENTERPRISES, INC.
Dated as of November 8, 1999
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TABLE OF CONTENTS
Page
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Section 1. Agreement to Tender and to Vote........................................................2
1.1 Tender.............................................................................2
1.2 Voting.............................................................................3
1.3 Grant of Irrevocable Proxy; Appointment of Proxy...................................3
1.4 No Inconsistent Arrangements.......................................................4
1.5 No Solicitation....................................................................4
1.6 Reasonable Best Efforts............................................................5
1.7 Waiver of Appraisal Rights.........................................................5
1.8 Payment for Tender Shares in Excess of the Offer Price.............................5
Section 2. Expiration.............................................................................6
Section 3. Representation and Warranties..........................................................6
Section 4. Additional Shares......................................................................7
Section 5. Exhibit A..............................................................................7
Section 6. Further Assurances.....................................................................7
Section 7. Miscellaneous..........................................................................7
7.1 Non-Survival.......................................................................7
7.2 Entire Agreement; Assignment.......................................................7
7.3 Amendments.........................................................................7
7.4 Notices............................................................................8
7.5 Governing Law; Jurisdiction........................................................9
7.6 Specific Performance...............................................................9
7.7 Counterparts.......................................................................9
7.8 Descriptive Headings...............................................................9
7.9 Severability.......................................................................9
SUPPORT AGREEMENT
THIS SUPPORT AGREEMENT (this "Agreement"), dated as of November 8,
1999, by and among Tefron U.S. Holdings Corp., a Delaware corporation
("Parent"), AWS Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Parent ("Purchaser"), Xxxxx Xx. Xxxxx, an individual residing in
the state of Illinois ("Xxxxx"), GSC Enterprises, Inc. ("GSC"), a Delaware
corporation controlled by Xxxxx and Xxxxxx X. Xxxxxxx, an individual residing in
the state of Illinois ("Dardick") and (each of Xxxxx, GSC and Dardick, a
"Seller" and, collectively, "Sellers").
WHEREAS, concurrently herewith, Parent, Purchaser, and Alba-Waldensian,
Inc., a Delaware corporation (the "Company"), are entering into an Agreement and
Plan of Merger of even date herewith (the "Merger Agreement"), pursuant to which
the Purchaser agrees to make a tender offer (the "Offer") for all outstanding
Shares of the Company, at $18.50 per Share (the "Offer Price") net to the seller
in cash, to be followed by a merger (the "Merger") of the Purchaser or a
wholly-owned subsidiary thereof with and into the Company. Capitalized terms
used but not defined herein shall have the meanings set forth in the Merger
Agreement;
WHEREAS, as of the date hereof, Xxxxx is the Chairman of the Board of
Directors of the Company and beneficially owns directly or indirectly 977,000
Shares (the "Xxxxx Owned Shares") and options to acquire 5,000 Shares (the
"Xxxxx Options");
WHEREAS, as of the date hereof, GSC beneficially owns directly or
indirectly 127,700 Shares (the "GSC Owned Shares");
WHEREAS, as of the date hereof, Dardick is a director of the Company
and beneficially owns directly 687,066 Shares, 18,000 Shares of which will be
donated to charity the ("Charity Shares") and, upon such donation, will not be
subject to this Agreement, such Shares, less the Charity Shares, (the "Dardick
Owned Shares") and together with the Xxxxx Owned Shares and the GSC Owned
Shares, the "Owned Shares" and options to acquire 5,000 Shares (the "Dardick
Options" and, together with the Xxxxx Options, the "Options");
WHEREAS, as a condition to their willingness to enter into the Merger
Agreement and make the Offer, Parent and the Purchaser have required that
Sellers agree, and each Seller hereby agrees, (i) to tender pursuant to the
Offer the Owned Shares held by him, together with any Shares acquired by him
after the date hereof and prior to the termination of the Offer (such Shares,
the "After-Acquired Shares"), whether upon the exercise of Options, conversion
of convertible securities or otherwise (all of the foregoing, collectively, the
"Tender Shares") on the terms and subject to the conditions provided for in this
Agreement and (ii) to enter into the other agreements set forth herein; and
WHEREAS, the Xxxxx Owned Shares and the GSC Owned Shares are subject to
one or more stock pledge or similar agreements (the "Pledge Agreements"),
between
Xxxxx and LaSalle National Bank (the "Bank") and GSC and the Bank, as
applicable, pursuant to which some or all of the Xxxxx Owned Shares and the GSC
Owned Shares are held in the name of one or more nominees for the Bank;
WHEREAS, on the date hereof the Bank has delivered to Parent and
Purchaser (i) a letter agreement pursuant to which the Bank has agreed to cause
the Xxxxx Owned Shares to be tendered in the Offer as contemplated by Section
1.1 of the Agreement (the "Xxxxx Letter") and (ii) a letter agreement pursuant
to which the Bank has agreed to cause the GSC Owned Shares to be tendered in the
Offer as contemplated by Section 1.1 of the Agreement (the "GSC Letter" and
together with the Xxxxx Letter, the "Bank Letters"); and
WHEREAS, the Board of Directors of the Company has taken such actions
as are necessary to render the provisions of Section 203 of the Delaware General
Corporation Law and Article 13 of the Certificate of Incorporation of the
Company inapplicable to the transactions contemplated hereby and by the Merger
Agreement.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration given to each party hereto, the receipt of which is
hereby acknowledged, the parties agree as follows:
Section 1. Agreement to Tender and to Vote.
1.1 Tender. (a) Each Seller hereby agrees to validly tender (or cause
the record owner of such shares to validly tender), pursuant to and in
accordance with the terms of the Offer, as soon as practicable after
commencement of the Offer but in no event later than ten business days after the
date of commencement of the Offer (the "Tender Deadline")(and with respect to
the After-Acquired Shares, upon the date of acquisition thereof by Seller, or
promptly thereafter, but, in any event the tender of such After-Acquired Shares
shall take place prior to the expiration date of the Offer), all of such
Seller's Tender Shares by physical delivery of the certificates therefor and to
not withdraw such Tender Shares, except following termination of the Offer
pursuant to its terms or the termination of this Agreement. Each Seller hereby
acknowledges and agrees that Parent's and the Purchaser's obligation to accept
for payment and pay for the Tender Shares is subject to the terms and conditions
of the Offer. Each Seller hereby permits Parent and the Purchaser to publish and
disclose in the Offer Documents and, if approval of the Company's stockholders
is required under applicable law, the Proxy Statement (including all documents
and schedules filed with the Securities and Exchange Commission) its identity
and ownership of the Tender Shares and the nature of its commitments,
arrangements and understandings under this Agreement.
(b) Xxxxx and GSC agree to instruct the Bank in a timely manner to
tender all Shares held in nominee's name by the Bank or otherwise pursuant to
the Pledge Agreements in accordance with paragraph (a) above so that Xxxxx and
GSC shall meet each of their obligations under paragraph (a) above on or before
the Tender Deadline.
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1.2 Voting. (a) Each Seller hereby agrees that, during the time this
Agreement is in effect, at any meeting of the stockholders of the Company,
however called, such Seller shall (a) vote all of such Seller's Tender Shares in
favor of the Merger; (b) vote the Tender Shares against any action or agreement
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; and (c)
vote the Tender Shares against any action or agreement (other than the Merger
Agreement or the transactions contemplated thereby) that would impede, interfere
with, delay, postpone or attempt to discourage the Merger or the Offer,
including, but not limited to: (i) any extraordinary corporate transaction, such
as a merger, consolidation or other business combination involving the Company
or any of its subsidiaries; (ii) a sale or transfer of a material amount of
assets of the Company or any of its subsidiaries or a reorganization,
recapitalization or liquidation of the Company and its subsidiaries; (iii) any
change in the management or board of directors of the Company, except as
otherwise agreed to in writing by the Purchaser; (iv) any material change in the
present capitalization or dividend policy of the Company; or (v) any other
material change in the Company's corporate structure or business. Seller hereby
revokes any proxy previously granted by such Seller with respect to the Tender
Shares; provided, that, if such meeting of the stockholders is held prior to the
expiration or waiver of all waiting periods under the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act of 1976, as amended (the "HSR Act") (such expiration
or waiver, "HSR Termination") such Seller shall vote only that pro rata portion
of his Tender Shares such that the total number of Tender Shares voted pursuant
to this Agreement in favor of the Merger, combined with the total number of
Shares held by Parent and Purchaser at the time of such meeting, shall equal
49.9% (forty-nine and nine-tenths percent) of the total Shares. The pro rata
portion of Tender Shares to be voted shall be calculated such that each Seller
votes an equal percentage of such Seller's Owned Shares.
(b) Notwithstanding the foregoing, it is understood that the Xxxxx
Owned Shares, the GSC Owned Shares and Xxxxx'x and GSC's obligations under this
Section 1.2 are subject to the Pledge Agreement. Xxxxx and GSC agree that each
shall instruct the Bank and shall use all reasonable efforts to cause the Bank
to vote the Xxxxx Owned Shares and the GSC Owned Shares as provided in this
Section 1.2.
1.3 Grant of Irrevocable Proxy; Appointment of Proxy.
(i) Each Seller hereby irrevocably grants to, and appoints,
Xxxx Xxxxxxx, and Xxxxxx Xxxxx, or any of them, in their respective
capacities as officers of the Purchaser or Parent, and any individual
who shall hereafter succeed to any such office of the Purchaser or
Parent, and each of them individually, such Seller's proxy and
attorney-in-fact (with full power of substitution), for and in the
name, place and stead of such Seller, to vote such Seller's Tender
Shares in favor of the Merger and other transactions contemplated by
the Merger Agreement, against any Takeover Proposal and otherwise as
contemplated by Section 1.2; provided, that, if such proxy is exercised
prior to HSR Termination, such proxy will be exercisable only with
respect to that pro rata portion of each Seller's Tender Shares such
that the total number of Tender Shares subject to proxy, combined with
the total number of Shares held by Parent and Purchaser at the
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time of such exercise, shall equal 49.9% (forty-nine and nine-tenths
percent) of the total Shares. The pro rata portion of Tender Shares
subject to proxy shall be calculated such that each Seller grants a
proxy with respect to an equal percentage of such Seller's Owned
Shares. The foregoing proxy shall terminate upon the termination of
this Agreement.
(ii) Each Seller represents that any proxies heretofore given
in respect of the Tender Shares are not irrevocable, and that any such
proxies are hereby revoked.
(iii) Each Seller understands and acknowledges that Parent is
entering into the Merger Agreement in reliance upon such Seller's
execution and delivery of this Agreement. Each Seller hereby affirms
that the irrevocable proxy set forth in this Section 1.3 is given in
connection with the execution of the Merger Agreement, and that such
irrevocable proxy is given to secure the performance of the duties of
such Seller under this Agreement consistent, in the case of Xxxxx and
Dardick, with such Seller's duties as a director of the Company and in
accordance with the terms of the Merger Agreement. Each Seller hereby
further affirms that the irrevocable proxy is coupled with an interest
and may under no circumstances be revoked. Each Seller hereby ratifies
and confirms all that such irrevocable proxy may lawfully do or cause
to be done by virtue hereof. Such irrevocable proxy is executed and
intended to be irrevocable in accordance with the provisions of Section
212(e) of the Delaware General Corporation Law.
(iv) This Section 1.3 shall apply to the Xxxxx Owned Shares
and the GSC Owned Shares only to the extent permitted (or not
prohibited and acceptable to the Bank) by the Pledge Agreements.
1.4 No Inconsistent Arrangements. Each Seller hereby covenants and
agrees that, except as contemplated by this Agreement and the Merger Agreement,
such Seller shall not (i) except to the Purchaser, transfer (which term shall
include, without limitation, any sale, gift, pledge or other disposition), or
consent to any transfer of, any or all of the Options or Tender Shares or any
interest therein, (ii) except with Parent, enter into any contract, option or
other agreement or understanding with respect to any transfer of any or all of
the Options or Tender Shares or any interest therein, (iii) grant any proxy,
power-of-attorney or other authorization in or with respect to the Options or
Tender Shares, (iv) deposit any Options or Tender Shares into a voting trust or
enter into a voting agreement or arrangement with respect to the Tender Shares
or (v) take any other action that would in any way restrict, limit or interfere
with the performance of its obligations hereunder or the transactions
contemplated hereby or by the Merger Agreement or which would make any
representation or warranty of such Seller hereunder untrue or incorrect.
1.5 No Solicitation. Each Seller hereby agrees that it shall not, and
shall not permit or authorize any of its affiliates, representatives or agents
to, directly or indirectly, encourage, solicit, explore, participate in or
initiate discussions or negotiations with, or provide or disclose any
information to, any corporation, partnership, person or other entity or group
(other than Parent, the Purchaser or any of their affiliates or
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representatives) concerning any Takeover Proposal or enter into any agreement,
arrangement or understanding requiring the Company to abandon, terminate or fail
to consummate the Merger or any other transactions contemplated by the Merger
Agreement. Each Seller will immediately cease any existing activities,
discussions or negotiations with any parties conducted heretofore with respect
to any Takeover Proposal. From and after the execution of this Agreement, each
Seller shall immediately advise Parent in writing of the receipt, directly or
indirectly, of any inquiries, discussions, negotiations or proposals relating to
a Takeover Proposal, identify the offeror and furnish to Parent a copy of any
such proposal or inquiry, if it is in writing, or a written summary of any oral
proposal or inquiry relating to a Takeover Proposal. Each Seller shall promptly
advise Parent in writing of any development relating to such proposal, including
the results of any discussions or negotiations with respect thereto. Any action
taken by either Xxxxx or Xxxxxxx in his capacity as director of the Company, or
the Company, or any member of the Board of Directors of the Company including,
if applicable, any representative of either Xxxxx or Dardick acting in such
capacity, in accordance with the proviso to the second sentence of Section
6.2(a) of the Merger Agreement shall be deemed not to violate this Section 1.5.
1.6 Reasonable Best Efforts. Subject to the terms and conditions of
this Agreement, each Seller hereby agrees to use all reasonable best efforts to
take, or cause to be taken, all actions, and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement
and the Merger Agreement. Sellers shall promptly consult with Parent and provide
any necessary information and material with respect to all filings made by such
Seller with any Governmental Entity in connection with this Agreement and the
Merger Agreement and the transactions contemplated hereby and thereby.
1.7 Waiver of Appraisal Rights. Each Seller hereby waives any rights of
appraisal or rights to dissent from the Merger that it may have.
1.8 Payment for Tender Shares in Excess of the Offer Price. Each Seller
hereby agrees that any incremental value such Seller has in the equity of the
Company (including any Shares and Options beneficially owned by Seller)
resulting from or attributable to a Superior Transaction (other than with Parent
or the Purchaser) that is entered into or consummated prior to or within one
month of the termination of the Merger Agreement in accordance with its terms
that exceeds $18.50 per Share (or the equivalent spread value of any Option) (an
"Excess Amount") shall belong to Parent. Each Seller accordingly agrees to hold
in trust for the benefit of Parent, and to remit to Parent within two days of
any receipt thereof (or, if earlier, entitlement to receive), any Excess Amount
or Amounts that such Seller shall receive or be entitled to receive from any
person. Each Seller acknowledges that this provision is a material inducement to
Parent and Purchaser to enter into this Agreement, and is intended to ensure
that such Seller would not have a personal incentive to favor a competing
transaction over the transactions contemplated by the Merger Agreement.
Accordingly, each Seller hereby agrees to reimburse Parent and Purchaser for any
fees and expenses (including reasonable
5
attorneys' fees) incurred by Parent and Purchaser in connection with any
successful litigation, dispute or other attempt to recover Excess Amounts.
Section 2. Expiration.
This Agreement and the Sellers' obligation to tender provided herein
shall terminate on the earlier of the payment for the Shares pursuant to the
Offer and the date of termination of the Merger Agreement.
Section 3. Representation and Warranties.
Each Seller hereby, severally and not jointly, represents and warrants
to Parent as follows:
(a) Title. Except as set forth on Exhibit A hereto, such Seller has
good and valid title to such Seller's Owned Shares, free and clear of any lien,
pledge, charge, encumbrance or claim of whatever nature. Upon the purchase of
the Tender Shares by the Purchaser, each Seller will deliver good and valid
title to the Tender Shares owned by such Seller, free and clear of any lien,
charge, encumbrance or claim of whatever nature.
(b) Ownership of Shares. On the date hereof, such Seller's Owned Shares
are owned of record or beneficially by such Seller. On the date hereof, such
Owned Shares (and with respect to Dardick, such Shares together with the Charity
Shares) constitute all of the Shares owned of record or beneficially by such
Seller. Except as set forth on Exhibit A hereto, such Seller has sole voting
power and sole power of disposition with respect to all of such Seller's Owned
Shares, with no restrictions, subject to applicable federal securities laws, on
Seller's rights of disposition pertaining thereto.
(c) Power; Binding Agreement. Such Seller has the legal capacity, power
and authority to enter into and perform all of its obligations under this
Agreement. The execution, delivery and performance of this Agreement by such
Seller will not violate any other agreement to which such Seller is a party,
including, without limitation, any voting agreement, stockholders agreement or
voting trust. This Agreement has been duly and validly executed and delivered by
such Seller and constitutes a valid and binding agreement of such Seller,
enforceable against such Seller in accordance with its terms.
(d) No Conflicts. Other than in connection with or in compliance with
the provisions of the Exchange Act and the HSR Act, no authorization, consent or
approval of, or filing with, any court or any public body or authority is
necessary for the consummation by such Seller of the transactions contemplated
by this Agreement. Except as set forth on Exhibit A hereto, the execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby will not constitute a breach, violation or
default (or any event which, with notice or lapse of time or both, would
constitute a default) under, or result in the termination of, or accelerate the
performance required by, or result in a right of termination or acceleration
under, or result in the creation of any lien, encumbrance, pledge, charge or
claim upon any of the properties or assets of such Seller under, any note, bond,
mortgage, indenture, deed of
6
trust, license, lease, agreement or other instrument to which such Seller is a
party or by which its properties or assets are bound.
(e) No Finder's Fees. No broker, investment banker, financial advisor
or other person is entitled to any broker's, finder's, financial adviser's or
other similar fee or commission in connection with the transactions contemplated
hereby based upon arrangements made by or on behalf of such Seller.
Section 4. Additional Shares.
Each Seller hereby agrees, while this Agreement is in effect, to
promptly notify Parent of the number of any new Shares acquired by such Seller,
if any, after the date hereof and that such shares shall be subject to the terms
of this Agreement.
Section 5. Exhibit A.
The provisions of Exhibit A are incorporated herein by reference and
shall be deemed to be an integral part of this Agreement with regard to Xxxxx
and GSC only.
Section 6. Further Assurances.
From time to time, at the Parent's request and without further
consideration, Sellers shall execute and deliver such additional documents and
take all such further action as may be reasonably necessary or desirable to
consummate and make effective the transactions contemplated by Section 1 of this
Agreement.
Section 7. Miscellaneous.
7.1 Non-Survival. The representations and warranties made herein shall
terminate upon the expiration of this Agreement, other than Sellers'
representations and warranties in Sections 3(a) and (b) which shall survive the
sale of the Tender Shares and the termination of this Agreement following such
sale.
7.2 Entire Agreement; Assignment. This Agreement (i) constitutes the
entire agreement between the parties with respect to the subject matter hereof
and supersedes all other prior agreements and understandings, both written and
oral, between the parties with respect to the subject matter hereof and (ii)
shall not be assigned by operation of law or otherwise, provided that Parent may
assign its rights and obligations hereunder to any affiliate of Parent, but no
such assignment shall relieve Parent of its obligations hereunder if such
assignee does not perform such obligations.
7.3 Amendments. This Agreement may not be modified, amended, altered or
supplemented, except upon the execution and delivery of a written agreement
executed by the parties hereto. All references herein to the Merger Agreement
and the terms and conditions defined therein shall refer to the Merger Agreement
entered into contemporaneously herewith, and shall not extend to any amendments
thereof unless otherwise agreed to in writing by the parties hereto.
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7.4 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given by hand
delivery, telegram, telex or telecopy or by any courier service, such as Federal
Express, providing proof of delivery. All communications hereunder shall be
delivered to the respective parties at the following addresses:
If to Xxxxx: Xxxxx Xx. Xxxxx
000 Xxxxx Xxxxxxxx Xxxx
Xxxx Xxxxxx, XX 00000
Telecopy: (000) 000-0000
If to GSC: GSC Enterprises, Inc.
0000 Xxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attention: Xxxxx Xx. Xxxxx
Telecopy: (000) 000-0000
If to Dardick: Xxxxxx X Xxxxxxx
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Telecopy: (000) 000-0000
and
Xxxxxx X Xxxxxxx
X.X. Xxx 000
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
If to Parent: x/x Xxxxxx Xxx.
00 Xxxxx Xxxxxx
Xxxx-Xxxx 00000
Xxxxxx
Attention: Xxxx Xxxxxxx
Chief Executive Officer
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with a copy to: Xxxxx Xxxxxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
Xxxxxxx X. Xxxxxx, Esq.
Telecopy: (000) 000-0000
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
7.5 Governing Law; Jurisdiction. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware without regard to
any applicable conflicts of law. All actions and proceedings arising out of or
relating to this Agreement shall be heard and determined in any Illinois state
or federal court sitting in the City of Chicago for the purpose of any action or
proceeding arising out of or relating to this Agreement and each of the parties
hereto irrevocably agrees that all claims in respect to such action or
proceeding may be heard and determined exclusively in any Illinois state or
federal court sitting in the City of Chicago. Each of the parties hereto
irrevocably consents to the service of any summons and complaint and any other
process in any other action or proceeding relating to the this Agreement, on
behalf of itself or its property, by the personal delivery of copies of such
process to such party. Nothing in this Section 7.5 shall affect the right of any
party hereto to serve legal process in any other manner permitted by law.
7.6 Specific Performance. Each Seller recognizes and acknowledges that
a breach by him of any covenants or agreements contained in this Agreement will
cause Parent to sustain damages for which it would not have an adequate remedy
at law, and therefore each Seller agrees that in the event of any such breach
Parent shall be entitled to the remedy of specific performance of such covenants
and agreements and injunctive and other equitable relief in addition to any
other remedy to which it may be entitled, at law or in equity.
7.7 Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but all of which shall constitute
one and the same Agreement.
7.8 Descriptive Headings. The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.
7.9 Severability. Whenever possible, each provision or portion of any
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such
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invalid, illegal or unenforceable provision or portion of any provision had
never been contained herein.
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IN WITNESS WHEREOF, Parent and Sellers have caused this Agreement to be
duly executed as of the day and year first above written.
------------------------------------
XXXXX XX. XXXXX
------------------------------------
XXXXXX X XXXXXXX
------------------------------------
GSC Enterprises, Inc.
By:
--------------------------------
Name:
Title:
TEFRON U.S. HOLDINGS CORP.
By:
--------------------------------
Name:
Title:
AWS ACQUISITION CORP.
By:
--------------------------------
Name:
Title:
Exhibit A
Xxxxx'x Owned Shares and the GSC's Owned Shares are subject to the Pledge
Agreements. Pursuant to the Bank Letters, Xxxxx and GSC will each be able to
fully meet his or its obligations to Purchaser and Parent under Section 1.1
hereof.
