COLLATERALIZED TRUST AGREEMENT
Exhibit
10.16
EXECUTION
COPY
THIS
COLLATERALIZED TRUST AGREEMENT dated
as
of November 25, 2008 (this “Agreement”),
by
and among Kinro, Inc., an Ohio corporation ("Kinro"),
and
Xxxxxxx Components, Inc., a Delaware corporation (“Xxxxxxx
Components”
and
together with Kinro, each a “Co-Issuer”
and
collectively the “Co-Issuers”),
and
Prudential Investment Management, Inc. (“Prudential”)
and
each of the holders from time to time of the Notes (as defined below)
(Prudential and each such holder are collectively referred to herein as, the
“Noteholders”),
and
JPMorgan Chase Bank, N.A., as security trustee for the Noteholders (in such
capacity, the “Trustee”).
WHEREAS,
the
Co-Issuers entered into a certain Note Purchase and Private Shelf Agreement,
dated as of February 11, 2005 by and among the Co-Issuers and Drew Industries
Incorporated, a Delaware corporation (the “Parent”),
on
the one hand, and the Noteholders on the other hand (the “Original
Note Agreement”),
pursuant to which the Co-Issuers issued promissory notes in the original
aggregate principal amount of $20,000,000 (the “2005
Notes”),
as
amended and restated by that certain Amended and Restated Note Purchase and
Private Shelf Agreement dated as of June 13, 2006 by and among the Co-Issuers,
the Parent, the Noteholders and the holders of the 2006 Notes (as defined below)
(the “Existing
Note Agreement”),
pursuant to which the Co-Issuers issued promissory notes in the original
principal amount of $15,000,000 (the “2006
Notes”)
(the
2006 Notes have since been repaid in full and are no longer outstanding);
and
WHEREAS,
pursuant
to a Second Amended and Restated Note Purchase and Private Shelf Agreement,
dated as of the date hereof, (as amended, restated, modified and supplemented
from time to time, the “Note
Purchase Agreement”),
by
and among the Co-Issuers and the Parent, on the one hand, and the Noteholders,
on the other hand, which provides, among other things, for the amendment and
restatement of that certain Existing Note Agreement, Prudential and the
Prudential Affiliates (collectively, the “Purchasers”)
may,
in their sole discretion and within limits which may be prescribed for purchase
by them from time to time, purchase senior secured promissory notes issued
by
the Co-Issuers in an aggregate principal amount of up to $125,000,000 (the
“Shelf
Notes”,
and
together with the 2005 Notes, the “Notes”),
upon
the terms and subject to the conditions set forth therein; and
WHEREAS,
pursuant
to that certain Pledge Agreement dated as of February 11, 2005, by and among
the
Trustee and each of the pledgors (the “Pledgors”)
listed
on Schedule A hereof (as such Schedule A shall be amended, modified and
supplemented from time to time), as amended by that certain Confirmation,
Reaffirmation and Amendment of Pledge Agreement dated as of the date hereof
by
and among the Trustee and each of the Pledgors (as amended, restated, modified
and supplemented from time to time, the “Pledge
Agreement”),
the
Pledgors have granted to the Trustee for the benefit of the Noteholders certain
Collateral (as such term is defined in the Pledge Agreement) to secure the
obligations and liabilities of the Pledgors under and in respect of the Note
Purchase Agreement and the Notes; and
WHEREAS,
simultaneously
with the execution and delivery hereof, the Trustee is entering into an Amended
and Restated Intercreditor Agreement dated as of the date hereof by and among
the Trustee, the Noteholders, the Bank Lenders and JPMorgan Chase Bank, N.A.,
in
its capacity as collateral agent for the Bank Lenders and as administrative
agent for the Bank Lenders (as amended, restated, modified or supplemented
from
time to time, the “Amended
and Restated Intercreditor
Agreement”)
which
provides, among other things, for the amendment and restatement of that certain
Intercreditor Agreement dated as of February 11, 2005, and sets forth the
relative rights and priorities of the parties thereto; and
WHEREAS,
the
Trustee hereby accepts its appointment as security trustee for the benefit
of
the Noteholders in accordance with the terms herein described;
NOW
THEREFORE, in
consideration of the mutual agreements herein contained, and for other good
and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, each of the Noteholders and the Trustee hereby mutually undertake,
promise and agree as follows:
SECTION
1. DEFINITIONS.
As
used
herein, the following terms shall have the following meanings (capitalized
terms
used herein without definition shall have the respective meanings set forth
in
the Note Purchase Agreement):
“Collateral”
shall
have the meanings assigned to such term in the Pledge Agreement.
“Eligible
Trustee”
shall
mean a depository institution organized under the laws of the United States
or
any state thereof which (a) has a net worth in excess of $250,000,000 and (i)
the deposits of which are insured by the FDIC and subject to regulation by
federal or state banking authorities and (ii) whose long-term debt obligations
are rated in one of the three highest rating categories by at least two
Nationally Recognized Statistical Rating Organizations (or whose holding company
has such a rating) or (b) is otherwise acceptable to the Required
Holders.
“Nationally
Recognized Statistical Rating Organizations”
shall
mean Duff & Xxxxxx Credit Rating Co., Xxxxx’x Investors Service, Inc. or
Standard & Poor’s.
“Obligations”
shall
have the meanings assigned to such term in the Pledge Agreement.
“Responsible
Officer”
shall
mean any officer of the Trustee with direct responsibility for the
administration of the relevant portion of this Agreement.
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SECTION
2. APPOINTMENT;
DUTIES; OTHER MATTERS.
Section
2.1 Appointment. Each
of
the Noteholders hereby irrevocably appoints, subject to removal as provided
in
Section 2.7 hereof, JPMorgan Chase Bank, N.A., as security trustee for the
benefit of the Noteholders hereunder and under the Amended and Restated
Intercreditor Agreement and the Pledge Agreement with such powers as are
specifically delegated to the Trustee by the terms hereof, together with such
other powers as are reasonably incidental thereto, and JPMorgan Chase Bank,
N.A., in its individual capacity, hereby accepts such appointment, subject
to
the terms hereof. During the term of this Agreement, the Trustee shall (i)
subject to the terms of the Pledge Agreement, hold and safeguard in trust for
the benefit of the Noteholders all Collateral pledged to it under the Pledge
Agreement and (ii) perform such duties as shall be set forth in this Agreement
and the Pledge Agreement.
Section
2.2 Duties
of Trustee.
(a) The
Trustee undertakes to perform such duties and only such duties in respect of
the
“Trustee” (as such term is defined in the Pledge Agreement) as are specifically
set forth in the Pledge Agreement, the Amended and Restated Intercreditor
Agreement and this Agreement. Subject to paragraph (e) of this Section 2.2,
the
Trustee shall follow the directions of the Noteholders given in accordance
with
the terms of this Agreement. No implied duties or obligations of the Trustee
shall be read into this Agreement. The Trustee has no obligation to file UCC-1
financing statements or continuation statements unless it is instructed in
writing to do so by any of the Noteholders and has been provided the relevant
forms.
(b) The
Trustee, upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trustee which
are specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they are in the form required
by this Agreement; provided, however, that the Trustee shall not be responsible
for the accuracy or content of any certificate, statement, instrument, report,
notice or other document furnished to it by the Noteholders or otherwise
hereunder.
(c) No
provision of this Agreement shall be construed to relieve the Trustee from
liability for its own grossly negligent action, its own grossly negligent
failure to act or its own willful misconduct; provided, however, that the
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it in accordance with the direction of the Required
Holders relating to the time, method and place of conducting any proceeding
for
any remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Agreement.
(d) Neither
the Trustee nor any of its shareholders, directors, officers, employees or
agents shall be under any liability to the Noteholders for any action taken
or
for refraining from the taking of any action in good faith pursuant to this
Agreement or any other Transaction Document, or for errors in judgment;
provided, however,
that
this provision shall not protect the Trustee or any such person against any
liability which would otherwise be imposed by reason of willful misfeasance,
bad
faith or gross negligence in the performance of his or its duties or by reason
of reckless disregard of his or its obligations and duties
hereunder.
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(e) Notwithstanding
any other provision of this Agreement or any other Transaction Document, the
Trustee shall not be required to perform any of its duties, or exercise any
of
its rights or powers, under this Agreement or any other Transaction Document
if
the Trustee determines, in its sole discretion, that (i) performing such duty
or
exercising such right or power might require it to expend or risk its own funds
or otherwise incur personal liability, and (ii) repayment of such funds or
indemnity against such risk or liability is not assured to it. For purposes
of
clause (ii) of the preceding sentence, an unsecured indemnity from the
Noteholders shall be a satisfactory indemnity.
Section
2.3 Certain
Matters Affecting the Trustee. Except
as
otherwise provided in Section 2.2:
(a) The
Trustee may conclusively rely and shall be protected in acting or refraining
from acting upon any resolution, officer’s certificate, certificate of auditors
or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond or other paper or document reasonably
believed by it to be genuine and to have been signed or presented by the proper
party or parties; and
(b) The
Trustee may perform any duties hereunder either directly or by or through agents
or attorneys. The Trustee shall not be responsible for the negligence or
misconduct of any such agents or attorneys selected by it with reasonable
care.
Section
2.4 Knowledge. The
Trustee shall not be charged with any knowledge held by or imputed to any
Noteholder. The Trustee shall not be deemed to have knowledge of any Default
or
Event of Default unless a Responsible Officer of the Trustee has received actual
knowledge thereof or has written notice from any Noteholder specifying such
Default or Event of Default. In the event that the Trustee receives such a
notice, the Trustee shall give prompt notice thereof to each
Noteholder.
Section
2.5 Intentionally
Omitted.
Section
2.6 Eligibility
Requirements for Trustee. The
Trustee hereunder shall at all times be an Eligible Trustee. In case at any
time
the Trustee shall cease to be eligible in accordance with the definition of
Eligible Trustee, the Trustee shall notify each Noteholder of such fact and,
if
instructed to do so by the Required Holders, resign immediately in the manner
and with the effect specified in Section 2.7.
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Section
2.7 Resignation
and Removal of Trustee.
(a) The
Trustee may at any time resign and be discharged by giving written notice of
resignation to each Noteholder, such resignation to be effective upon the
appointment of a successor trustee. The Required Holders may appoint a successor
trustee by written instrument or instruments, in duplicate, signed by such
holders or their attorneys-in-fact, duly authorized and one complete set of
which shall be delivered to the Trustee and one copy of which shall be delivered
to the successor so appointed. In the event that the Required Holders do not
appoint a successor trustee within 20 days after delivery of such notice of
resignation, the retiring Trustee may not earlier than 5 days after delivery
of
notice to each Noteholder appoint a successor trustee by written instrument
which instrument shall be delivered to the successor trustee. If no successor
trustee shall have been appointed and have accepted appointment within 45 days
after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee.
(b) If
at any
time the Trustee shall cease to be eligible in accordance with the definition
of
Eligible Trustee and shall fail to resign after written request for the
Trustee’s resignation by the Required Holders or if at any time the Trustee
shall become incapable of acting, or an order for relief shall have been entered
in any bankruptcy or insolvency proceeding with respect to the Trustee, or
a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conversion or liquidation, or in
order to change the situs of the Trust for state tax reasons, then the Required
Holders shall, subject to the terms of the Amended and Restated Intercreditor
Agreement, remove the Trustee and notify the Noteholders of such removal. The
Required Holders may appoint a successor trustee by written instrument or
instruments signed by such holders or their attorneys-in-fact, duly authorized,
one complete set of which shall be delivered to the successor so appointed.
In
the event the Required Holders do not so appoint a successor within 20 days
of
such notice, the retiring Trustee may appoint a successor trustee by written
instrument to the successor trustee and notice of such appointment shall be
given to the Noteholders.
(c) Subject
to the terms of the Amended and Restated Intercreditor Agreement, the Required
Holders may at any time remove the Trustee and appoint a successor trustee
by
written instrument or instruments, in duplicate, signed by such holders or
their
attorneys-in-fact duly authorized, one complete set of which shall be delivered
to the Trustee so removed and one complete set of which shall be delivered
to
the successor so appointed.
(d) Any
resignation or removal of the Trustee and appointment of a successor trustee
pursuant to any of the provisions of this Section shall become effective upon
acceptance of appointment by the successor trustee as provided in Section 2.8.
The resignation or removal of the Trustee shall not affect its rights under
Section 2.2, its right to be reimbursed for all reasonable expenses incurred
in
connection with the performance of its duties under this Agreement and its
rights to indemnification, and its right to receive compensation for all
services previously rendered hereunder.
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Section
2.8 Successor
Trustee.
(a) Any
successor trustee appointed as provided in Section 2.7 shall execute,
acknowledge and deliver to the Noteholders and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective, and such successor
trustee, without any further act, deed or reconveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as trustee herein. The
predecessor trustee shall deliver to the successor trustee all documents and
statements held by it hereunder, and the predecessor trustee shall execute
and
deliver such instruments and do such other things as may reasonably be required
for more fully and certainly vesting and confirming in the successor trustee
all
such rights, powers, duties and obligations.
(b) No
successor trustee shall accept appointment as provided in this Section unless
at
the time of such acceptance such successor trustee shall be an Eligible
Trustee.
Section
2.9 Merger
or Consolidation of Trustee. Any
Person into which the Trustee may be merged or converted or with which it may
be
consolidated, to which it may sell or transfer its corporate trust business
and
assets as a whole or substantially as a whole or any Person resulting from
any
merger, sale, transfer, conversion or consolidation to which the Trustee shall
be a party, or any Person succeeding to the business of the Trustee, shall
be
the successor of the Trustee hereunder, provided that such Person shall be
an
Eligible Trustee, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. The Trustee shall notify the Noteholders of the occurrence
of
any event described in this Section 2.9 as soon as practicable after the
occurrence of such event.
SECTION
3. REPRESENTATIONS AND WARRANTIES OF THE TRUSTEE.
Section
3.1 Representations
and Warranties of the Trustee. The
Trustee hereby represents, warrants and covenants to each Noteholder that,
as of
the date of execution of this Agreement:
(a) it
is a
national banking association organized and existing under the laws of the United
States;
(b) the
execution and delivery of this Agreement by it and its performance and
compliance with the terms of this Agreement shall not violate its organization
certificate or by-laws or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in
the
breach of, any material contract, agreement or other instrument to which it
is a
party or which may be applicable to it or any of its assets;
(c) this
Agreement has been duly authorized, executed and delivered by it and, assuming
due authorization, execution and delivery by the other parties hereto,
constitutes a valid, legal and binding obligation of the Trustee, enforceable
against it in accordance with the terms hereof, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting
the
enforcement of creditors’ rights generally and to general principles of equity,
regardless of whether such enforcement is considered in a proceeding in equity
or at law;
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(d) it
is not
in default with respect to any order or decree of any court or any order,
regulation or demand of any federal, state, municipal or governmental agency,
which default might have consequences that would materially and adversely affect
its performance under this Agreement (financial or other) or operations or
its
properties or might have consequences that would affect its performance
hereunder;
(e) no
litigation is pending or, to the best of its knowledge, threatened against
it
which would prohibit its entering into this Agreement or performing its
obligations under this Agreement; and
(f) no
consent, approval, authorization, or order of, registration or filing with,
or
notice to, any Governmental Authority or court or any other Person is required
under applicable law for the execution, delivery and performance by it of,
or
compliance by it with, this Agreement, except such as have been
obtained.
SECTION
4. RIGHTS
OF THE TRUSTEE.
Section
4.1 Rights
of the Trustee While No Event of Default. Unless
an
Event of Default shall have occurred and be continuing, the Trustee shall
exercise, at the direction of the Required Holders, all of the rights set forth
in Section 6(b) of the Pledge Agreement.
Section
4.2 Rights
of the Trustee Upon Event of Default. If
an
Event of Default shall occur and be continuing, the Trustee shall exercise,
at
the written direction of the Required Holders, all rights and remedies set
forth
in Sections 6(a), 7 and 8 of the Pledge Agreement. Except as provided in this
Section 4.2, the Trustee shall not take any action with respect to the
Collateral following and during the continuance of an Event of
Default.
Section
4.3 Release
of Collateral.
The
Trustee shall not enter into any amendment to, or modification of, the Pledge
Agreement that directly or indirectly narrows the description of the Collateral
(as such term is defined therein) or modifies in any way the description of
the
obligations secured by such Collateral and the Trustee shall not release any
Lien on any of the Collateral, in each case without the written consent of
all
of the Noteholders.
SECTION
5. TRANSFER
BY THE TRUSTEE.
Other
than as provided in this Agreement, the Trustee will not sell or otherwise
dispose of, grant any Lien or option or other right with respect to, or pledge
or otherwise encumber any of the Collateral or any interest
therein.
SECTION
6. AMENDED
AND RESTATED INTERCREDITOR AGREEMENT AND
PLEDGE AGREEMENT.
The
parties hereto hereby (i) authorize and direct the Trustee to enter into the
Amended and Restated Intercreditor Agreement and the Pledge Agreement
concurrently with the execution and delivery hereof, and to perform the duties
and obligations of the Trustee thereunder and (ii) acknowledge that,
simultaneously herewith, the Trustee has entered into the Amended and Restated
Intercreditor Agreement, and the rights of the Trustee as set forth in Section
4
hereof shall be subject to the Amended and Restated Intercreditor
Agreement.
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SECTION
7. FURTHER ASSURANCES.
The
Trustee covenants and agrees from time to time to do all such acts and execute
all such instruments of further assurance as shall reasonably be requested
by
any Noteholder for the purpose of fully carrying out and effectuating this
Agreement and the Pledge Agreement.
SECTION
8. CONTINUING EFFECTIVENESS; TERMINATION.
(a) This
Agreement shall continue to be effective among the Trustee and the Noteholders
even though a case or proceeding under any bankruptcy or insolvency law or
any
proceeding in the nature of a receivership, whether or not under any insolvency
law, shall be instituted with respect to either Co-Issuer or any other Credit
Party or any portion of the property or assets of either Co-Issuer or any other
Credit Party, and all actions taken by the Noteholders with respect to the
Collateral (as such term is defined in the Pledge Agreement) or by the Trustee
with regard to such proceeding shall be determined by the Required Holders,
except as otherwise set forth in Section 4.3 of this Agreement; provided,
however,
that
nothing herein shall be interpreted to preclude any Noteholder from filing
a
proof of claim with respect to its Obligations or from casting its vote, or
abstaining from voting, for or against confirmation of a plan of reorganization
in a case under any bankruptcy, insolvency or similar law in its sole
discretion.
(b) Upon
payment in full of the Obligations in accordance with the terms thereof and
hereof, this Agreement shall terminate.
SECTION
9. WAIVERS, AMENDMENTS, ETC.
None
of
the terms or provisions of this Agreement may be waived, amended, modified,
supplemented or otherwise modified except by a written instrument executed
by
the Trustee and the holders of not less than 66 2/3%
in
aggregate principal amount of the Notes then outstanding.
SECTION
10. NOTICES.
All
notices and other communications under this Agreement shall be in writing and
shall be personally delivered, transmitted by facsimile with a confirming copy
sent by postage prepaid registered or certified mail, or sent by overnight
courier to the parties as follows:
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(a)
If
to the
Trustee:
JPMorgan
Chase Bank, N.A.
000
Xxxxxxxxx Xxxx Xxxxx
Xxxxx
Xxxxxx XX 00000
Attn:
Xxxxx X. Xxxxxxxxx, Vice President
Fax
No.
(000) 000-0000
(b)
If
to a
Purchaser, at the address for notices set forth in paragraph 13I of the Note
Purchase Agreement.
All
such
notices shall be effective upon receipt. Any party may change its address for
purposes hereof by notice to the other party.
SECTION
11. COUNTERPARTS.
This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument and any of the parties
hereto may execute this Agreement by signing any such counterpart. Any signature
delivered by a party hereto by facsimile transmission shall be deemed to be
an
original signature hereto for all purposes.
SECTION
12. COMPENSATION AND REIMBURSEMENT OF TRUSTEE.
The
Co-Issuers will, jointly and severally, (a) pay to the Trustee from time to
time
reasonable compensation for all services rendered by the Trustee under this
Agreement; (b) reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Agreement (including the reasonable fees
and expenses and disbursements of its agents and counsel); and (c) indemnify
and
hold the Trustee harmless for any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses (including
attorney’s fees) or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against the Trustee in any way relating
to
or arising out of this Agreement or any other documents contemplated hereby
or
thereby or referred to herein or therein or the transactions contemplated hereby
or thereby or the enforcement of any of the terms hereof or any such other
documents, provided that no Co-Issuer shall be liable for any of the foregoing
to the extent they arise from the Trustee’s gross negligence, bad faith or
willful misconduct. The provisions of this Section 12 shall survive the
resignation or removal of the Trustee and the termination of this
Agreement.
SECTION
13. SUCCESSORS AND ASSIGNS.
All
covenants and other agreements contained in this Agreement by or on behalf
of
any of the parties hereto bind and inure to the benefit of their respective
successors and assigns whether so expressed or not. Any future holder of a
Note
shall automatically become a party hereto and shall be entitled to the benefits
hereof upon acquiring such Note.
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SECTION
14. NO OBLIGATION TO EXTEND CREDIT.
No
provision of this Agreement shall be construed as obligating any Noteholder
to
advance monies or otherwise extend credit to the Co-Issuers at any
time.
SECTION
15. GOVERNING LAW.
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE
STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAWS OF SUCH STATE
THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN
SUCH
STATE.
SECTION
16. SEVERABILITY OF PROVISIONS.
If
any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no
way
affect the validity or enforceability of the other provisions of this Agreement
or the rights of the Noteholders or the Trustee.
[Remainder
of page intentionally left blank; next page is signature page]
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IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed to
this
AGREEMENT by their respective officers thereunto duly authorized, all as of
the
day and year first above written.
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JPMORGAN
CHASE BANK, N.A., in its individual capacity and as
Trustee
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By:
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Name:
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Title:
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Schedule
A-1
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PRUDENTIAL
INVESTMENT MANAGEMENT, INC.
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By:
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Name:
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Title:
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Vice
President
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THE
PRUDENTIAL INSURANCE COMPANY OF AMERICA
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By:
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Name:
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Title:
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Vice
President
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ING
USA ANNUITY AND LIFE INSURANCE COMPANY
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By:
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Prudential
Private Placement Investors, L.P.,
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as
Investment Advisor
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By:
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Prudential
Private Placement Investors, Inc.,
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as
its General Partner
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By:
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Name:
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Title:
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Vice
President
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PHYSICIANS
MUTUAL INSURANCE COMPANY
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By:
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Prudential
Private Placement Investors, L.P.,
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By:
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Prudential
Private Placement Investors, Inc.,
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as
its General Partner
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By:
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Name:
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Title:
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Vice
President
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PRUDENTIAL
RETIREMENT INSURANCE AND
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ANNUITY
COMPANY
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By:
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Prudential
Investment Management, Inc.,
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as
Investment Manager
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By:
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Name:
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Title:
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Vice
President
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Schedule
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By:
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Name:
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Title:
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XXXXXXX
COMPONENTS, INC.
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By:
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Title:
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Schedule
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