LOCK-UP AND VOTING AGREEMENT
Exhibit 2
[EXECUTION COPY]
This LOCK-UP AND VOTING AGREEMENT (this “Agreement”) is dated as of January 31, 2007,
by and among the Persons executing this Agreement as “Identified Bondholders” on the signature
pages hereto (each an “Identified Bondholder” and collectively, the “Identified
Bondholders”), and the Persons executing this Agreement as “Stockholders” on the signature
pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).
RECITALS
WHEREAS, simultaneously with the execution of this Agreement, the Identified Bondholders,
SunCom Wireless Investment Company, LLC, a Delaware limited liability company (“SunCom
Investment”), and SunCom Wireless Holdings, Inc., a Delaware corporation (the
“Company”), and SunCom Wireless, Inc. (f/k/a Triton PCS, Inc.) (“Wireless”) have
entered into an Exchange Agreement (as it may be amended, supplemented, modified or waived from
time to time, the “Exchange Agreement”), which provides, among other things, for the
delivery by the Company to SunCom Investment of up to 48,304,431 shares of Class A common stock,
par value $0.01 per share, of the Company (“Class A Common Stock”), which will in turn be
exchanged (the “Exchange”) by SunCom Investment for $302,115,000 principal amount of the
9-3/8% Senior Subordinated Notes due 2011 and $377,139,000 principal amount of the 8-3/4% Senior
Subordinated Notes due 2011 (collectively, the “SunCom Wireless Notes”) of SunCom Wireless,
Inc., an indirect wholly-owned subsidiary of the Company, which are currently held by the
Identified Bondholders, upon the terms and subject to the conditions set forth therein;
WHEREAS, simultaneously with the execution of this Agreement, the Company and SunCom Merger
Corp., a Delaware corporation (“Merger Sub”), have entered into an Agreement and Plan of
Merger (the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into
the Company, upon the terms and subject to the conditions set forth therein;
WHEREAS, each Stockholder is the record and Beneficial Owner of, and has the sole right to
vote and dispose of, that number of shares of Class A Common Stock set forth next to such
Stockholder’s name on Schedule A hereto; and
WHEREAS, as an inducement to the Identified Bondholders entering into the Exchange Agreement
and incurring the obligations therein, the Identified Bondholders have required that each
Stockholder enter into this Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:
I. CERTAIN DEFINITIONS
Section 1.1 Capitalized Terms. Capitalized terms used in this Agreement and not
defined herein have the meanings ascribed to such terms in the Exchange Agreement.
Section 1.2 Other Definitions. For the purposes of this Agreement:
(a) “Beneficial Owner” or “Beneficial Ownership” with respect to any
securities means having “beneficial ownership” of such securities (as determined pursuant to Rule
13d-3 under the Exchange Act).
(b) “Legal Actions” means any claims, actions, suits, demand letters, judicial,
administrative or regulatory proceedings, or hearings, notices of violation, or investigations.
(c) “Permits” means all authorizations, licenses, consents, certificates,
registrations, approvals, orders and other permits of any Governmental Entity.
(d) “Representative” means, with respect to any particular Person, any director,
officer, employee, agent or other representative of such Person, including any consultant,
accountant, legal counsel or investment banker.
(e) “Transfer” means, with respect to a security, the sale, grant, assignment,
transfer, pledge, encumbrance, hypothecation or other disposition of such security or the
Beneficial Ownership thereof (including by operation of Law), or the entry into any Contract to
effect any of the foregoing, including, for purposes of this Agreement, the transfer or sharing of
any voting power of such security or other rights in or of such security, the granting of any proxy
with respect to such security, depositing such security into a voting trust or entering into a
voting agreement with respect to such security.
II. AGREEMENT TO VOTE
Section 2.1 Agreement to Vote. Subject to the terms and conditions hereof, each
Stockholder irrevocably and unconditionally agrees that from and after the date hereof and until
the earliest to occur of (i) the closing of the transactions contemplated by the Exchange
Agreement; (ii) the termination of the Exchange Agreement in accordance with its terms, (iii) the
written agreement of the Identified Bondholders to terminate this Agreement, and (iv) May 31, 2007
(such earliest occurrence being the “Expiration Time”), at any meeting (whether annual or
special, and at each adjourned or postponed meeting) of the Company’s stockholders, however called,
or in any other circumstances (including any sought action by written consent) upon which a
stockholder vote or other stockholder consent or stockholder approval is sought (any such meeting
or other circumstance, a “Stockholders’ Meeting”), the Stockholder will (y) appear at such
a meeting or otherwise cause its Class A Common Stock to be counted as present thereat for purposes
of calculating a quorum and respond to any other request by the Company for written stockholder
consent, if any, and, unless otherwise expressly consented to in writing by the Identified
Bondholders, in their sole discretion, (z) vote, or cause to be voted, or take such action by
written stockholder consent with respect to, all of such Stockholder’s Class A Common Stock
Beneficially Owned by such Stockholder as of the relevant time (A) in favor of the Exchange and the
transactions contemplated thereby, including the issuance of the shares of Class A Common Stock,
through SunCom Investment, to the Identified Bondholders in exchange for the SunCom Wireless Notes
held by such Identified Bondholders, (B) in favor of the adoption of the Merger Agreement and the
approval of the transactions contemplated thereby, including the Merger, (C) against any proposal
made in opposition to, or in competition or inconsistent with, the Exchange, the Exchange
Agreement, the Merger and/or the Merger Agreement, including the adoption thereof or the
consummation thereof, (D) against any
-2-
extraordinary dividend, distribution or recapitalization by the Company or change in the
capital structure of the Company (other than pursuant to or as explicitly permitted by the Exchange
Agreement or the Merger Agreement) and (E) against any action or agreement that would reasonably be
expected to result in any condition to the consummation of the Exchange Agreement or the Merger
Agreement not being fulfilled. The Identified Bondholders will give the Stockholders prompt
written notice of the Expiration Time.
Section 2.2 Additional Agreements. Each Stockholder, as long as such Stockholder
remains the record or Beneficial Owner of any Class A Common Stock, agrees that it will from and
after the date hereof not directly or indirectly seek, solicit, support, formulate or encourage any
other plan, sale, proposal or offer of reorganization, merger, restructuring or recapitalization of
the Company and/or its subsidiaries that could reasonably be expected to prevent, delay or impede
the Recapitalization of the Company and its subsidiaries as contemplated in the Exchange Agreement
or in any other Recapitalization Document. Each Stockholder agrees it shall not (i) object to, or
otherwise commence any proceeding opposing, any of the terms of the Exchange Agreement or any
Recapitalization Documents or (ii) take any action which is inconsistent with, or that would delay
approval or confirmation of any of the Exchange, the Merger Agreement, the Amendments or any of the
other Recapitalization Documents.
Section 2.3 Additional Shares. This Agreement shall in no way be construed to
preclude any Stockholder from acquiring additional Class A Common Stock, provided,
however, that each Stockholder hereby agrees, while this Agreement is in effect, promptly
to notify the Identified Bondholders of the number of any new shares of Class A Common Stock with
respect to which Beneficial Ownership is acquired by such Stockholder, if any, after the date
hereof and before the Expiration Time. Any such shares of Class A Common Stock shall automatically
become subject to the terms of this Agreement as though owned by such Stockholder as of the date
hereof.
Section 2.4 Restrictions on Transfer, Etc. Except as provided for herein, each
Stockholder agrees, from the date hereof until the Expiration Time, not to directly or indirectly
Transfer any shares of Class A Common Stock, unless (i) the transferee thereof agrees in
writing, on terms reasonably satisfactory to the Identified Bondholders, to assume and be bound by
this Agreement, and to assume the rights and obligations of a Stockholder under this Agreement and
delivers such writing to counsel to the Identified Bondholders at or prior to the time of the
relevant Transfer (each such transferee becoming, upon the Transfer, a Stockholder hereunder) or
(ii) such Stockholder has already voted, consented to or approved (as the case may be) once, in
favor of the Exchange and the Merger Agreement as required by Section 2.1 above, and such vote,
consent or approval has become irrevocable under applicable law. Each Stockholder further agrees
to authorize and hereby authorizes the Identified Bondholders and the Company to notify the
Company’s transfer agent that there is a stop transfer order with respect to all of the shares of
Class A Common Stock owned by such Stockholder and that this Agreement places limits on the voting
of such Class A Common Stock, and further agrees that an appropriate legend may be placed on the
shares of Class A Common Stock owned by such Stockholder with respect to the restrictions on
transfer set forth in this Section 2.4 and that such Stockholder will submit such certificates to
the Identified Bondholders and the Company for the inclusion of such legend; provided, that
such legend shall be removed upon the earlier of (i) the Expiration Time and (ii) immediately prior
to any Transfer not in violation of the first sentence of this Section 2.4.
-3-
III. REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties of Stockholders. Each Stockholder,
severally and not jointly, represents and warrants to the Identified Bondholders as of the date of
this Agreement and at all times during the term of this Agreement, as follows:
(a) Such Stockholder has the requisite capacity and authority to execute and deliver this
Agreement and to fulfill and perform such Stockholder’s obligations hereunder. This Agreement has
been duly and validly executed and delivered by such Stockholder and constitutes a legal, valid and
binding agreement of such Stockholder enforceable by the Identified Bondholders against such
Stockholder in accordance with its terms, subject to (i) the effects of bankruptcy and similar
laws affecting creditors’ rights generally, (ii) principles of equity and (iii) the implied
covenant of good faith and fair dealing.
(b) Such Stockholder is the record and Beneficial Owner and has good, valid and marketable
title, free and clear of any Liens (other than those arising under this Agreement), of the Class A
Common Stock set forth next to such Stockholder’s name on Schedule A hereto, and, except as
provided in this Agreement, has full and unrestricted power to dispose of and vote all of such
shares of Class A Common Stock without the consent or approval of, or any other action on the part
of any other Person, and has not granted any proxy inconsistent with this Agreement that is still
effective or entered into any voting or similar agreement with respect to, such shares of Class A
Common Stock. Except (i) with respect to shares of Class A Common Stock owned by Xxxxxx X. Xxxxxxx
(the “Xxxxxxx Shares”) and (ii) 34,750 shares of Class A Common Stock Beneficially Owned by
X.X. Xxxxxx Partners (23A SBIC), L.P. that are not listed on Schedule A (the “Excluded
Shares”), the shares of Class A Common Stock set forth next to such Stockholder’s name on
Schedule A hereto constitute all of the capital stock of the Company that is Beneficially
Owned by such Stockholder as of the date hereof, and, except for such shares of Class A Common
Stock, the Stockholder does not Beneficially Own or have any right to acquire (whether currently,
upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event
or any combination of the foregoing) any shares of Class A Common Stock, Class B Common Stock or
any securities convertible into Class A Common Stock or Class B Common Stock.
(c) Other than the filing by such Stockholder of any reports with the SEC required by Sections
13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by such
Stockholder, the consummation by such Stockholder of the transactions contemplated hereby or
compliance by such Stockholder with any of the provisions hereof (i) requires any consent or other
Permit of, or filing with or notification to, any Governmental Entity or any other Person by such
Stockholder, (ii) results in a violation or breach of, or constitutes (with or without notice or
lapse of time or both) a default (or gives rise to any third party right of termination,
cancellation, material modification or acceleration) under any of the terms, conditions or
provisions of any organizational document or contract to which such Stockholder is a party or by
which such Stockholder or any of such Stockholder’s properties or assets (including such
Stockholder’s Class A Common Stock or Class B Common Stock) may be bound, (iii) violates any order
or law applicable to such Stockholder or any of such Stockholder’s properties or assets (including
such Stockholder’s Class A Common Stock or Class B Common Stock), or
-4-
(iv) results in a Lien upon any of such Stockholder’s properties or assets (including such
Stockholder’s Class A Common Stock or Class B Common Stock).
IV. ADDITIONAL COVENANTS
Section 4.1 Disclosure. Each Stockholder hereby authorizes the Identified Bondholders
and the Company to publish and disclose in any announcement or disclosure required by the SEC or
other Governmental Entity such Stockholder’s identity and ownership of the Class A Common Stock and
the nature of such Stockholder’s obligations under this Agreement; provided that, to the
extent practicable, each such Stockholder shall have a reasonable opportunity to review and comment
on any such announcement or disclosure prior to its publication, filing or disclosure.
Section 4.2 Non-Interference; Further Assurances. Each Stockholder agrees that, prior
to the termination of this Agreement, such Stockholder shall not take any action that would make
any representation or warranty of such Stockholder contained herein untrue or incorrect in any
material respect or have the effect of preventing, impeding, interfering with or adversely
affecting the performance by such Stockholder of its obligations under this Agreement (it being
agreed that Transfers not prohibited by Section 2.4 are permitted actions). Each Stockholder
agrees, without further consideration, to execute and deliver such additional documents and to take
such further actions as necessary or reasonably requested by the Identified Bondholders to confirm
and assure the rights and obligations set forth in this Agreement.
Section 4.3 Releases.
(a) Effective as of and subject to the occurrence of the Closing, each of the Identified
Bondholders release and forever discharge each of X.X. Xxxxxx Partners (23A SBIC), L.P., X.X.
Xxxxxx SBIC LLC, Sixty Wall Street SBIC Fund, L.P, X.X. Xxxxxx Capital, L.P., Sixty Wall Street
Fund, L.P., their respective current and former directors, officers, partners and employees, and
Xxxxxx X. Xxxxxxx (collectively, the “Chase Release Parties”), from any and all claims,
counterclaims, causes of action, demands, obligations, sums of money, contract, agreements, or
damages, whether in law or in equity, that they had, now have, may have, or may have had against
them, whether liquidated or unliquidated, known or unknown, matured or unmatured, relating to or
arising out of acts or omissions of the Chase Release Parties occurring prior to the Closing in
their capacity as stockholders or directors of the Company or directors, officers, partners and
employees of such Chase Release Parties, respectively; provided, however, that such
release does not extend to acts of theft or fraud committed by any of the Chase Release Parties
against any Purchaser. This Section 4.3(a) is intended for the irrevocable benefit of the Chase
Release Parties and shall be binding on all successors and assigns of each of the Identified
Bondholders.
(b) Effective as of and subject to the occurrence of the Closing, each of X.X. Xxxxxx Partners
(23A SBIC), L.P., X.X. Xxxxxx Capital, L.P. and Sixty Wall Street Fund, L.P., on behalf of the
Chase Release Parties, release and forever discharge each of the Identified Bondholders from any
and all claims, counterclaims, causes of action, demands, obligations, sums of money, contract,
agreements, or damages, whether in law or in equity, that they had, now have, may have, or may have
had against them, whether liquidated or unliquidated, known
-5-
or unknown, matured or unmatured, relating to or arising out of acts or omissions by such
Identified Bondholders related to the Company and its subsidiaries and the transactions
contemplated by the Exchange Agreement, including the Exchange and the Merger; provided,
however, that such release does not and will not extend to acts of theft or fraud committed
by the Identified Bondholders against Chase Release Parties.
V. TERMINATION
Section 5.1 Termination. This Agreement shall terminate without further action at the
Expiration Time.
Section 5.2 Effect of Termination. Upon termination of this Agreement, the rights and
obligations of all the parties will terminate and become void without further action by any party
except for the provisions of Section 4.3, Section 5.1, this Section 5.2 and Article VI, which will
survive such termination. For the avoidance of doubt, the termination of this Agreement shall not
relieve any party of liability for any willful breach of this Agreement prior to the time of
termination.
VI. GENERAL
Section 6.1 Notices. Any notice, request, instruction or other communication under
this Agreement shall be in writing and delivered by hand or overnight courier service or by
facsimile, (i) if to a Stockholder, to the address set forth below such Stockholder’s name on the
signature pages hereto, and (ii) if to an Identified Bondholder, to the address set forth below
such Identified Bondholder’s name on the signature pages hereto. Each such communication will be
effective (A) if delivered by hand or overnight courier service, when such delivery is made at the
address specified in this Section 6.1, or (B) if delivered by facsimile, when such facsimile is
transmitted to the facsimile number specified in this Section 6.1 and appropriate confirmation is
received.
Section 6.2 Parties in Interest. Other than with respect to the parties to this
Agreement, nothing in this Agreement, express or implied, is intended to or shall confer upon any
person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Section 6.3 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without giving effect to any applicable
principles of conflict of laws that would cause the laws of another state otherwise to govern this
Agreement.
Section 6.4 Severability. The provisions of this Agreement are severable and the
invalidity or unenforceability of any provision will not affect the validity or enforceability of
the other provisions of this Agreement. If any provision of this Agreement, or the application of
that provision to any Person or any circumstance, is invalid or unenforceable, (i) a suitable and
equitable provision will be substituted for that provision in order to carry out, so far as may be
valid and enforceable, the intent and purpose of the invalid or unenforceable provision and (ii)
the remainder of this Agreement and the application of that provision to other Persons or
circumstances will not be affected by such invalidity or unenforceability, nor will such invalidity
-6-
or unenforceability affect the validity or enforceability of that provision, or the
application of that provision, in any other jurisdiction.
Section 6.5 Assignment. Neither this Agreement nor any right, interest or obligation
hereunder may be assigned by any party hereto, in whole or part (whether by operation of law or
otherwise), without the prior written consent of the other parties hereto and any attempt to do so
shall be null and void (it being agreed that any Transfer not prohibited by Section 2.4 shall be
permitted).
Section 6.6 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of and be enforceable by the parties and their respective successors and
permitted assigns.
Section 6.7 Interpretation. The headings in this Agreement are for reference only and
do not affect the meaning or interpretation of this Agreement. Definitions apply equally to both
the singular and plural forms of the terms defined. Whenever the context may require, any pronoun
includes the corresponding masculine, feminine and neuter forms. All references in this Agreement
to Articles and Sections refer to Articles and Sections of this Agreement unless the context
requires otherwise. The words “include,” “includes” and “including” are not limiting and will be
deemed to be followed by the phrase “without limitation.” The phrases “herein,” “hereof,”
“hereunder” and words of similar import shall be deemed to refer to this Agreement as a whole and
not to any particular provision of this Agreement. The word “or” shall be inclusive and not
exclusive unless the context requires otherwise. Unless the context requires otherwise, any
agreements, documents, instruments or laws defined or referred to in this Agreement will be deemed
to mean or refer to such agreements, documents, instruments or laws as from time to time amended,
modified or supplemented, including (i) in the case of agreements, documents or instruments, by
waiver or consent and (ii) in the case of laws, by succession of comparable successor statutes.
All references in this Agreement to any particular law will be deemed to refer also to any rules
and regulations promulgated under that law. References to a Person will refer to its predecessors
and successors and permitted assigns.
Section 6.8 Amendments. This Agreement may not be amended except by the express
written agreement signed by each Stockholder and Identified Bondholders representing at least 85%
in aggregate principal amount of the SunCom Wireless Notes.
Section 6.9 Extension; Waiver. At any time prior to the Effective Time, Identified
Bondholders representing at least 85% in aggregate principal amount of the SunCom Wireless Notes,
on the one hand, and the Stockholders, on the other hand, may (i) extend the time for the
performance of any of the obligations of the other party, (ii) waive any inaccuracies in the
representations and warranties of the other party contained in this Agreement or in any document
delivered under this Agreement or (iii) waive compliance with any of the covenants or conditions
contained in this Agreement. Any agreement on the part of a party to any extension or waiver will
be valid only if set forth in an instrument in writing signed by such party. The failure of any
party to assert any of its rights under this Agreement or otherwise will not constitute a waiver of
such rights.
-7-
Section 6.10 Fees and Expenses. Except as expressly provided in this Agreement, each
party is responsible for its own fees and expenses (including the fees and expenses of financial
consultants, investment bankers, accountants and counsel) in connection with the entry into of this
Agreement and the consummation of the transactions contemplated hereby.
Section 6.11 Entire Agreement. This Agreement constitutes the entire agreement and
supersedes all other prior agreements, understandings, representations and warranties, both written
and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.
Section 6.12 Rules of Construction. The parties to this Agreement have been
represented by counsel during the negotiation and execution of this Agreement and waive the
application of any laws or rule of construction providing that ambiguities in any agreement or
other document will be construed against the party drafting such agreement or other document.
Section 6.13 Remedies Cumulative. Except as otherwise provided in this Agreement, any
and all remedies expressly conferred upon a party to this Agreement will be cumulative with, and
not exclusive of, any other remedy contained in this Agreement, at law or in equity. The exercise
by a party to this Agreement of any one remedy will not preclude the exercise by it of any other
remedy.
Section 6.14 Counterparts; Effectiveness; Execution. This Agreement may be executed
in any number of counterparts, all of which are one and the same agreement. This Agreement will
become effective and binding upon each Stockholder when executed by such Stockholder and the
Identified Bondholders. This Agreement may be executed by facsimile signature by any party and
such signature is deemed binding for all purposes hereof, without delivery of an original signature
being thereafter required.
Section 6.15 Specific Performance. The parties to this Agreement agree that
irreparable damage would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It is accordingly
agreed that prior to the termination of this Agreement in accordance with Article V the parties to
this Agreement will be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions of this Agreement in any court of
the United States or any state having jurisdiction, this being in addition to any other remedy to
which they are entitled at law or in equity.
Section 6.16 Submission to Jurisdiction. By its execution and delivery of this
Agreement, each of the parties hereto hereby irrevocably and unconditionally agrees for itself that
any legal action, suit or proceeding against it with respect to any matter under or arising out of
or in connection with this Agreement or for recognition or enforcement of any judgment rendered in
any such action, suit or proceeding, may be brought in either a state or federal court of competent
jurisdiction in the State of New York. By execution and delivery of this Agreement, each of the
parties hereto hereby irrevocably accepts and submits itself to the nonexclusive jurisdiction of
each such court, generally and unconditionally, with respect to any such action, suit or
proceeding.
-8-
Section 6.17 Waiver of Jury Trial. Each party acknowledges and agrees that any
controversy that may arise under this Agreement is likely to involve complicated and difficult
issues and, therefore, each such party irrevocably and unconditionally waives any right it may have
to a trial by jury in respect of any litigation, controversy or other Legal Action directly or
indirectly arising out of or relating to this Agreement or the transactions contemplated by this
Agreement. Each party to this Agreement certifies and acknowledges that (i) no Representative of
any other party has represented, expressly or otherwise, that such other party would not seek to
enforce the foregoing waiver in the event of a Legal Action, (ii) such party has considered the
implications of this waiver, (iii) such party makes this waiver voluntarily and (iv) such party has
been induced to enter into this Agreement by, among other things, the mutual waivers and
certifications in this Section 6.17.
Section 6.18 Xxxxxxx Shares and Excluded Shares. Notwithstanding anything herein to
the contrary, this Agreement shall not apply to the Xxxxxxx Shares or the Excluded Shares.
[Remainder of page intentionally left blank. Signature Page Follows.]
-9-
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be signed as of the date
first above written.
| IDENTIFIED BONDHOLDERS: | ||||||
| LISPENARD STREET CREDIT (MASTER), LTD | ||||||
| By: XxXxxx Xxxxx Capital LLC, its investment manager | ||||||
| By: | ||||||
| Name: Xxx Xxxxxxx | ||||||
| Title: Partner and Chief Operating Officer | ||||||
| POND VIEW CREDIT (MASTER), L.P. | ||||||
| By: XxXxxx Xxxxx Capital LLC, its investment manager | ||||||
| By: | ||||||
| Name: Xxx Xxxxxxx | ||||||
| Title: Partner and Chief Operating Officer | ||||||
[Signature Page to Lock-Up and Voting Agreement]
| HIGHLAND CREDIT OPPORTUNITIES CDO, L.P. | ||||||
| By: | Highland Credit Opportunities CDO GP, L.P., its general partner | |||||
| By: | Highland Credit Opportunities CDO GP, LLC, its general partner | |||||
| By: | Highland Capital Management, L.P., its sole member | |||||
| By: | Strand Advisors, Inc., its general partner | |||||
| By: | ||||||
| Title: Executive Vice President Strand Advisors, Inc., | ||||||
| General Partner of Highland Capital Management, L.P. | ||||||
| HIGHLAND SPECIAL OPPORTUNITIES HOLDING COMPANY |
||||||
| By: | Highland Capital Management, L.P., as Collateral Manager | |||||
| By: | Strand Advisors, Inc., its general partner | |||||
| By: | ||||||
| Name: Xxxx X. Xxxxx | ||||||
| Title: Executive Vice President Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. | ||||||
[Signature Page to Lock-Up and Voting Agreement]
| HIGHLAND CRUSADER OFFSHORE PARTNERS, L.P. | ||||||
| By: | Highland Crusader Fund GP, L.P., its general partner | |||||
| By: | Highland Crusader GP, LLC., its general partner | |||||
| By: | Highland Capital Management, L.P., its sole member | |||||
| By: | Strand Advisors, Inc., its general partner | |||||
| By: | ||||||
| Name: Xxxx X. Xxxxx | ||||||
| Title: Executive Vice President Strand Advisors, | ||||||
| Inc., General Partner of Highland Capital Management, L.P. | ||||||
| HIGHLAND CREDIT STRATEGIES MASTER FUND, L.P. | ||||||
| By: | Highland General Partner, L.P., its general partner | |||||
| By: | Highland GP Holdings LLC, its general partner | |||||
| By: | Highland Capital Management, LP, its sole member | |||||
| By: | Strand Advisors, Inc., its general partner | |||||
| By: | ||||||
| Title: Executive Vice President Strand Advisors, | ||||||
| Inc., General Partner of Highland Capital Management, L.P. | ||||||
[Signature Page to Lock-Up and Voting Agreement]
| HIGHLAND CDO OPPORTUNITY MASTER FUND, L.P. | ||||||
| By: | Highland CDO Opportunity Fund GP, L.P., its general partner | |||||
| By: | Highland CDO Opportunity Fund GP, LLC., its general partner | |||||
| By: | Highland Capital Management, L.P., its sole member | |||||
| By: | Strand Advisors, Inc., its general partner | |||||
| By: | ||||||
Title: Executive Vice President Strand Advisors, |
||||||
| Inc., General Partner of Highland Capital Management, L.P. | ||||||
| HIGHLAND CAPITAL MANAGEMENT SERVICES, INC. | ||||||
| By: | ||||||
| Name: Xxxx X. Xxxxx | ||||||
| Title: Officer | ||||||
[Signature Page to Lock-Up and Voting Agreement]
| HIGHLAND CREDIT STRATEGIES FUND | ||||||||
| By: | ||||||||
| Title: | ||||||||
| RESTORATION OPPORTUNITIES FUND | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
[Signature Page to Lock-Up and Voting Agreement]
| STOCKHOLDERS: | ||||||||
| X.X. XXXXXX PARTNERS (23A SBIC), L.P. | ||||||||
| By: | CCMP Capital Advisers, LLC | |||||||
| as Attorney in Fact | ||||||||
| By: | ||||||||
Title: |
||||||||
| X.X. XXXXXX CAPITAL, L.P. | ||||||||
| By: | CCMP Capital Advisors, LLC | |||||||
| as Attorney in Fact | ||||||||
| By: | ||||||||
| Name: Title: |
||||||||
| SIXTY WALL STREET FUND, L.P. | ||||||||
| By: | CCMP Capital Advisors, LLC | |||||||
| as Attorney in Fact | ||||||||
| By: | ||||||||
| Name: Title: |
||||||||
[Signature Page to Lock-Up and Voting Agreement]
SCHEDULE A
STOCKHOLDER OWNERSHIP
| Class A Common | ||||||||
| Stockholder | Stock | Total | ||||||
X.X. Xxxxxx Partners (23A SBIC), L.P. |
9,058,407 | 9,058,407 | ||||||
X.X. Xxxxxx Capital, L.P. |
7,549,104 | 7,549,104 | ||||||
Sixty Wall Street Fund, L.P |
376,995 | 376,995 | ||||||
