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EXHIBIT 10.65
RESTATED INTERCOMPANY AGREEMENT
This Restated Intercompany Agreement ("Agreement") is made and entered
into as of October 16, 2000 by and among G & G Investments, Inc. a Delaware
corporation ("G & G"), Glenshaw Holdings, Inc., a Delaware corporation
("Glenshaw Holdings"), GGC Holdings, Inc., a Pennsylvania corporation, formerly
known as Glenshaw Glass Company ("GGC Holdings"), GGC, L.L.C., a Delaware
limited liability company doing business as Glenshaw Glass Company,
("Glenshaw"), Hillsboro Glass Company, a Delaware corporation ("Hillsboro"),
I.M.T.E.C. Enterprises Inc., an Oklahoma corporation ("IMTEC"), Consumers
Packaging Inc., a corporation organized under the federal laws of Canada
("Consumers Packaging"), Anchor Glass Container Corporation, a Delaware
corporation ("Anchor"), Consumers International Inc., a corporation organized
under the federal laws of Canada ("Consumers International"), Consumers U.S.,
Inc., a Delaware corporation ("Consumers U.S."), CUS II, Inc., a Delaware
corporation ("CUS II"), Bank of America, National Association (the "Anchor
Agent") as agent for the Lenders identified in the Anchor Loan Agreement, The
Bank of New York, as Trustee (the "Anchor Trustee"), in respect of Anchor's
11.25% First Mortgage Notes due 2005 (the "First Mortgage Notes") issued under
an Indenture dated as of April 17, 1997 (the "Anchor Indenture") and The Bank of
New York, a New York banking corporation, as Trustee (the "Consumers Trustee"),
in respect of Consumers International's 10.25% Senior Secured Notes due 2005
(the "Senior Secured Notes") issued under an Indenture dated as of April 17,
1997, as amended (the "Consumers Indenture").
WHEREAS, the Loan Agreement requires Anchor and Consumers Packaging to
covenant and agree not to engage in transactions with Affiliates, except on the
terms and conditions provided for in the Loan Agreement; and
WHEREAS, the Anchor Indenture and the Consumers Indenture require
Anchor and Consumers Packaging, respectively, to covenant and agree not to
engage in transactions with Affiliates except on the terms and conditions
provided for in the Anchor Indenture and the Consumers Indenture; and
WHEREAS, Consumers Packaging and Bank of America Canada (the "Consumers
Packaging Agent") expect to enter into a certain Loan and Security Agreement,
together with any other financial institutions party thereto as "Lenders" (as
amended, restated or otherwise modified from time to time, the "Consumers
Packaging Loan Agreement"), which will require Anchor and Consumers Packaging to
covenant and agree not to engage in transactions with Affiliates, except on the
terms and conditions provided for in the Loan Agreements; and
WHEREAS, G & G, Glenshaw Holdings, GGC Holdings, Glenshaw, Hillsboro,
IMTEC, Consumers Packaging, Anchor, Consumers International, Consumers U.S., and
CUS II are Affiliates and it is required by the terms of the Loan Agreement and
the First Mortgage Notes under the Anchor Indenture and the Senior Secured Notes
under the Consumers Indenture that the parties enter into an agreement
containing the provisions set forth herein;
NOW, THEREFORE, the undersigned, intending to be legally bound hereby,
do covenant and agree as follows:
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1. Definitions. The following words and phrases have the meanings
ascribed to them below:
"Affiliate" means, when used with reference to any Person, any
other Person directly or indirectly controlling, controlled by, or under direct
or indirect common control with, the reference person. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct or cause the direction of management or policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise, and the terms "controlling" and "controlled" have
meanings correlative of the foregoing or the ownership of more than ten percent
(10%) of the Voting Stock of such Person; provided that the Anchor Agent, the
Consumers Packaging Agent, the Lenders, and their respective Affiliates will not
be deemed to be Affiliates of Anchor.
"Affiliated Companies" means Consumers Packaging, G & G, GGC
Holdings, Glenshaw Holdings, Glenshaw, Hillsboro, Consumers International,
Consumers U.S., IMTEC, CUS II, Anchor, and any existing or future direct or
indirect Subsidiary of any such Person.
"Affiliated Glass Manufacturers" means Consumers Packaging,
Glenshaw, Anchor, and any of their respective Subsidiaries engaged in the
manufacture of glass products.
"Anchor Indentures" means the Indenture governing Anchor's
11-1/4% First Mortgage Notes due 2005 and the Indenture governing Anchor's
9-7/8% Senior Notes due 2008.
"Anchor Loan Agreement" means that certain Loan and Security
Agreement, dated as of October 16, 2000, among Anchor, the Anchor Agent, and the
financial institutions party thereto as "Lenders", as such agreement may be
amended, restated, replaced or otherwise modified from time to time.
"Consumers Indentures" means the Indenture governing the
10-1/4% Senior Secured Notes due 2005 of Consumers International and the
Indenture governing the 9-3/4% Senior Notes due 2007 of Consumers Packaging.
"Indentures" means collectively the Anchor Indentures and the
Consumers Indentures.
"Loan Agreement" means (i) prior to the execution and delivery
of the Consumers Packaging Loan Agreement, the Anchor Loan Agreement, and (ii)
from and after the execution and delivery of the Consumers Packaging Loan
Agreement and delivery of the Consumers Packaging Agent's Addendum in accordance
with Section 14(b) of this Agreement, the Anchor Loan Agreement or the Consumers
Packaging Loan Agreement. From and after the execution and delivery of the
Consumers Packaging Loan Agreement and delivery of the Consumers Packaging
Agent's Addendum in accordance with Section 14(b) of this Agreement, "Loan
Agreements" means the Anchor Loan Agreement and the Consumers Packaging Loan
Agreement.
"Members of Consumers Group" means Consumers Packaging and its
Subsidiaries (excluding Consumers U.S., Anchor, and each of their Subsidiaries).
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"Members of the Anchor Group" means Anchor and its
Subsidiaries.
"Person" means an individual, partnership, corporation,
unincorporated organization, trust, joint venture, or governmental agency or
political subdivision thereof.
"Plant Closing Event" means (a) with respect to the Members of
the Anchor Group, the permanent closing by an Affiliated Glass Manufacturer not
a Member of the Anchor Group of one or more of its manufacturing plants, which
closing has been approved by its board of directors, excluding, however, the
closing by Consumers Packaging of its plant at Xxxxxxxx, Ontario and (b) with
respect to the Members of the Consumers Group, the permanent closing by an
Affiliated Glass Manufacturer not a Member of the Consumers Group of one or more
of its manufacturing plants, which closing has been approved by its board of
directors, excluding, however, the closing by Anchor of its plants at Dayville,
Connecticut and Houston, Texas and one additional plant which is closed as part
of Anchor's business plan following the Anchor Acquisition (as defined in the
Anchor Indenture).
"Subsidiary", with respect to any Person, means (i) any
corporation of which the outstanding capital stock having at least a majority of
the votes entitled to be cast in the election of directors under ordinary
circumstances shall at the time be owned, directly or indirectly, by such Person
or (ii) any other Person of which at least a majority of the voting interest
under ordinary circumstances is at the time, directly or indirectly, owned by
such Person.
In addition to the foregoing, capitalized terms not otherwise defined
herein that are defined in the Loan Agreements have the meanings ascribed to
them therein.
2. The Affiliated Companies acknowledge the restrictions
regarding transactions with Affiliates contained in Section 9.15 of the Loan
Agreement and any substantially equivalent provisions which may be contained in
the Consumers Packaging Loan Agreement and in Section 4.11 of the Indentures and
agree (so long as such agreements are in effect) that they will not enter into
any transaction in violation of any such restrictions. Transactions covered by
this Agreement shall be carried out in accordance with this Agreement and
transactions carried out in accordance with Sections 2 through 12 of this
Agreement shall be deemed to comply with the restrictions on transactions with
Affiliates contained in the Loan Agreement and any substantially equivalent
provisions which may be contained in the Consumers Packaging Loan Agreement and
the Indentures.
3. The Members of the Consumers Group and the Members of the
Anchor Group shall not pay fees or commissions in connection with manufacturing
to Affiliates other than Affiliated Glass Manufacturers.
4. A Member of the Consumers Group may pay commissions to an
Affiliated Glass Manufacturer not a Member of the Consumers Group in connection
with manufacturing done by such Member of the Consumers Group for regular
customers of such Affiliated Glass Manufacturer so long as:
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(a) such commissions shall not exceed five percent (5.0%)
of the purchase price paid by the customer for the relevant product;
(b) any such customer is not a regular customer of any
Member of the Consumers Group;
(c) subject to Section 9.29 of the Loan Agreement and any
substantially equivalent provisions which may be contained in the
Consumers Packaging Loan Agreement (so long as either of the Loan
Agreements is in effect), the aggregate commissions paid by the Members
of the Consumers Group in any twelve (12) month period shall not exceed
the sum of (i) the aggregate commissions received by the Members of the
Consumers Group pursuant to Section 6 of this Agreement, (ii) $U.S.
5,000,000, and (iii) if the manufacturing is being done by a Member of
the Consumers Group as a result of a Plant Closing Event, $U.S.
2,500,000 in addition to the $U.S. 5,000,000 of commissions described
in clause (ii) preceding; provided, however, the limitations contained
in this paragraph (c) shall not apply to (and the calculations made
pursuant to this paragraph (c) shall not include) commissions paid by
the Members of the Consumers Group if the manufacturing is being done
by a Member of the Consumers Group as a result of furnace repairs,
strikes, or other events of force majeure, in each case of a temporary
nature, affecting the operation by an Affiliated Glass Manufacturer not
a Member of the Consumers Group of one or more of its plants; and
(d) the relevant Affiliated Glass Manufacturer upon
receipt of payment from its customer will deduct the commission and the
balance of the payment will be remitted to the relevant Member of the
Consumers Group.
5. A Member of the Anchor Group may pay commissions to an
Affiliated Glass Manufacturer not a Member of the Anchor Group in connection
with manufacturing done by such Member of the Anchor Group for customers of such
Affiliated Glass Manufacturer so long as:
(a) such commissions shall not exceed five percent (5.0%)
of the purchase price paid by the customer for the relevant product;
(b) any such customer is not a regular customer of any
Member of the Anchor Group;
(c) subject to Section 9.29 of the Loan Agreement and any
substantially equivalent provisions which may be contained in the
Consumers Packaging Loan Agreement (so long as either of the Loan
Agreements is in effect), the aggregate commissions paid by the Members
of the Anchor Group in any twelve (12) month period shall not exceed
the sum of (i) the aggregate commissions received by the Members of the
Anchor Group pursuant to Section 6 of this Agreement, (ii) $U.S.
5,000,000, and (iii) if the manufacturing is being done by a Member of
the Anchor Group as a result of a Plant Closing Event, $U.S. 2,500,000
in addition to the $U.S. 5,000,000 of commissions described in clause
(ii) preceding; provided, however, the limitations contained in this
paragraph (c) shall not apply to (and the
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calculations made pursuant to this paragraph (c) shall not include)
commissions paid by the Members of the Anchor Group if the
manufacturing is being done by a Member of the Anchor Group as a result
of furnace repairs, strikes, or other events of force majeure, in each
case of a temporary nature, affecting the operation by an Affiliated
Glass Manufacturer not a Member of the Anchor Group of one or more of
its plants; and
(d) the relevant Affiliated Glass Manufacturer upon
receipt of payment from its customer will deduct the commission and the
balance of the payment will be remitted to the relevant Member of the
Anchor Group.
6. In the event that an Affiliated Glass Manufacturer
manufactures products for a customer of a Member of the Consumers Group or a
Member of the Anchor Group, as the case may be, such Member of the Consumers
Group or such Member of the Anchor Group, as the case may be, shall be entitled
to receive a commission from such Affiliated Glass Manufacturer equal to five
percent (5.0%) of the purchase price paid by the customer on the same terms as
are set forth in Section 4 or Section 5 of this Agreement, as the case may be.
7. If a customer is transferred from an Affiliated Glass
Manufacturer to a Member of the Consumers Group or a Member of the Anchor Group,
as the case may be, or from a Member of the Consumers Group or a Member of the
Anchor Group, as the case may be, to an Affiliated Glass Manufacturer, such
transfer shall be treated as if the transferee is filling orders for the
transferor and the provisions of Section 4, Section 5, or Section 6, as the case
may be, shall apply.
8. The Affiliated Glass Manufacturers may engage in joint
purchasing of raw materials, packaging materials, machinery, insurance,
maintenance services, environmental services, and other items and services used
in their business; provided that (a) out-of-pocket costs (including
administrative costs (not including a xxxx-up, fees, or commission) payable to
any Affiliate relating to the joint purchasing activities will be shared ratably
based on the respective amounts purchased and (b) no xxxx-up, commissions, or
fees will be paid to any Affiliates.
9. The Affiliated Glass Manufacturers may provide technical,
engineering, mold design, and similar services to each other in which case the
company receiving the service will pay the company providing the service per
diem costs (but not a xxxx-up, fees, or commissions) based on a pro rata
allocation of the total compensation of the employee or employees providing the
services as well as reasonable out-of-pocket expenses of the employee for travel
and related items.
10. The Affiliated Glass Manufacturers may manufacture materials
used in the glass manufacturing business, such as molds, for each other in which
case the manufacturing company shall be reimbursed by the company for which the
materials were made for the manufacturing company's manufacturing cost plus a
reasonable xxxx-up consistent with industry standards.
11. The Affiliated Companies may consolidate functions and
employee positions among each other in order to reduce costs in which case each
company will bear its pro rata share of the
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actual costs (but not xxxx-ups, fees, or commissions) of such functions and
employees (including total employee compensation) based upon a reasonable
determination of the percentage of use.
12. Anchor has advanced the principal amount of $U.S.
17,330,021.37 to G&G (the "G&G Advance"), which is evidenced by:
(a) that certain Promissory Note dated September 8, 1998
(the "Old Intercompany Note") executed by G&G in favor of Anchor, in
the principal amount of $U.S. 17,330,021.37, which instrument has been
pledged to BT Commercial Corporation ("BTCC"), as agent for the benefit
of the lenders party to that certain Credit Agreement dated as of
February 5, 1997, as amended, among Anchor, various financial
institutions as lenders and BTCC, as agent for such lenders (the "BTCC
Credit Agreement"); and
(b) upon the refinancing and termination of the BTCC
Credit Agreement, the Old Intercompany Note will be replaced by a
Replacement Promissory Note to be executed by G&G in favor of Anchor in
the principal amount of $U.S. 17,330,021.37, which replacement
instrument (the "Intercompany Note") will be pledged to the Anchor
Agent for the benefit of the lenders party to the Anchor Loan
Agreement.
13. This Agreement shall not govern or regulate (a) transactions
between or among Members of the Consumers Group, (b) transactions between or
among Members of the Anchor Group, or (c) transactions between or among
Affiliated Companies not a Member of the Consumers Group or a Member of the
Anchor Group.
14. (a) Each Affiliated Company shall cause any Person that
becomes a Subsidiary of such Affiliated Company to execute and deliver an
Addendum to this Agreement in the form of Exhibit A hereto and deliver such
Addendum to the Anchor Agent, the Consumers Trustee, the Anchor Trustee and the
Consumers Packaging Agent (if it is then a party to this Agreement in accordance
with Section 14(b) hereof).
(b) Upon the execution and delivery of the Consumers
Packaging Loan Agreement, the Consumers Packaging Agent may enter into this
Agreement as if it were an original signatory hereto by executing and delivering
an Addendum to this Agreement in the form of Exhibit B hereto (the "Consumers
Packaging Agent's Addendum") to the Anchor Agent, the Consumers Trustee, and the
Anchor Trustee; provided that the Consumers Packaging Agent's Addendum shall not
be effective unless it has also been acknowledged by the Anchor Agent.
15. This Agreement shall remain in effect until payment in full of
all principal and interest under the Loan Agreement, the Consumers Indenture,
and the Anchor Indenture and the termination of all commitments thereunder.
16. This Agreement shall be construed and enforced in accordance
with the laws of the State of New York, without regard to conflicts of laws
principles thereof.
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17. Unless otherwise provided herein, any notice or other
communications herein required or permitted to be given shall be in writing and
may be personally served, telecopied or sent by mail and shall be deemed to have
been given when delivered in person, upon receipt of telecopy or four (4)
Business Days after depositing it in the mail, registered or certified, with
postage prepaid and properly addressed. For the purposes hereof, the addresses
of the parties hereto (as provided in this Section) shall be as set forth below
(any of which address may be changed by notice given in accordance with this
paragraph).
(a) In the case of Anchor, at:
Anchor Glass Container Corporation
One Anchor Plaza
0000 Xxxxxx Xxxxx Xxxxxxx
Xxxxx, XX 00000-0000
Facsimile No.: (000) 000-0000
Attention: Xxxx X. Xxxxxxxx
(b) In the case of G&G, at:
0000 Xxxxxxx Xxxxx Xxxxxxx
Xxxxxxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxx X. Xxxxxxxx
(c) In the case of Glenshaw Holdings, GGC Holdings,
Hillsboro, IMTEC, and Consumers U.S., at:
c/o G & G Investments, Inc.
0000 Xxxxxxx Xxxxx Xxxxxxx
Xxxxxxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxx X. Xxxxxxxx
(d) In the case of Consumers Packaging and Consumers
International, CUS II and Glenshaw, at:
Consumers Packaging Inc.
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx X0X 0X0
Facsimile No.: (000) 000-0000
Attention: Xxxx X. Xxxxxxxx
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(e) In the case of the Anchor Agent, at:
Bank of America, National Association
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Portfolio Manager
Facsimile No.: (000) 000-0000
(f) In the case of the Consumers Trustee, at:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Corporate Trust Trustee Administration
(g) In the case of the Anchor Trustee, at:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Corporate Trust Trustee Administration
18. This Agreement supersedes all prior agreements as among the
parties with regard to the subject matter hereof other than the Loan Agreement,
the Consumers Indenture, and the Anchor Indenture. All references in the Loan
Agreements to the Intercompany Agreement shall be deemed to be references to
this Agreement.
19. In case any provision in or obligation under this Agreement
shall be invalid, illegal, or unenforceable in any jurisdiction, the validity,
legality, and enforceability of the remaining provisions or obligations, or of
such provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.
20. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
21. (a) Any legal action or proceeding with respect to this
Agreement may be brought in the courts of the State of New York or the United
States District Court for the Southern District of New York, and, by execution
and delivery of this Agreement, each of the parties to this Agreement hereby
irrevocably accepts for itself and in respect of its respective property,
generally and unconditionally, the jurisdiction of the aforesaid courts. Each of
the parties to this Agreement hereby further irrevocably waives any claim that
any such court lacks jurisdiction over such party and agrees not to plead or
claim in any legal action or proceeding with respect to this Agreement brought
in any of the aforesaid courts, that any such court lacks jurisdiction over such
party. Each of the parties to this Agreement irrevocably consents to the service
of process in any such action or
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proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to such party at its respective address for notices pursuant to
Section 18, such service to become effective thirty (30) days after such
mailing. To the extent permitted by law, each of the parties to this Agreement
hereby irrevocably waives any objection to such service of process and further
irrevocably waives and agrees not to plead or claim in any action or proceeding
commenced hereunder that service of process was in any way invalid or
ineffective. Nothing herein shall affect the right of any party to this
Agreement to serve process in any other manner permitted by law or to commence
legal proceedings or otherwise proceed against any party in any other
jurisdiction.
(b) Each of the parties to this Agreement hereby irrevocably
waives any objection which it may now or hereafter have to the laying of venue
of any of the aforesaid actions or proceedings arising out of or in connection
with this Agreement brought in the courts referred to in paragraph (a) preceding
above and hereby further irrevocably waives and agrees not to plead or claim in
any such court that any such action or proceeding brought in any such court has
been brought in an inconvenient forum.
(c) Each of the parties to this Agreement waives any right to a
trial by jury in any action or proceeding arising out of this Agreement or any
transactions related hereto.
22. No amendment, modification, termination or waiver of any term
or provision of this Agreement, shall be effective without the prior written
concurrence of the parties hereto, except as otherwise permitted in the Loan
Agreement and the Indentures; provided, however, that notwithstanding anything
to the contrary, no amendment, modification, or waiver of any term or provision
of this Agreement may be effected for purposes other than of enabling the
Affiliated Companies to better implement their strategy of achieving synergies
among themselves, it being understood that no amendment, modification, or waiver
of any term or provision of this Agreement may be effected for purposes of:
(a) the making of any "Investment" (as defined in the
Indentures) except as provided in Section 2 of this Agreement;
(b) the payment of any dividend or the making of any
distribution in respect of Capital Stock (as defined in the
Indentures);
(c) the making of any principal payment on or the
purchase, defeasance, redemption, or other acquisition or retirement of
any Capital Stock or Indebtedness (as defined in the Indentures);
(d) the making of any payment for management services; or
(e) reducing or eliminating any restrictions on
amendments, modifications, terminations, or waivers contained in this
paragraph.
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23. This Agreement restates in its entirety that certain
Intercompany Agreement dated as of April 17, 1997 and as thereafter amended
among G&G, Glenshaw Holdings, GGC Holdings, Glenshaw, Hillsboro, IMTEC,
Consumers Packaging, Anchor, Consumers International, Consumers U.S., CUS II, BT
Commercial Corporation, the Anchor Trustee, and the Consumers Trustee (the
"Original Agreement"). All rights, benefits, and obligations of the parties to
the Original Agreement are hereby restated in their entirety according to the
terms and provisions set forth herein. Each of the Affiliated Companies hereby
represents and warrants that as of the date hereof there are no claims or
offsets against, or defenses or counterclaims to, its obligations under this
Agreement, the Original Agreement, or any of the other agreements, documents, or
instruments executed in connection with this Agreement or the Original
Agreement.
(Remainder of this page intentionally left blank)
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IN WITNESS WHEREOF, the parties have executed this Intercompany
Agreement as of the day and year first above written.
G & G INVESTMENTS, INC.
By:/s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
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Title: Chairman and President
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GLENSHAW HOLDINGS, INC.
By:/s/ Xxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxx
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Title:
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GGC HOLDINGS, INC.
By:/s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
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Title:
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GGC, L.L.C.
By:/s/ Xxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxx
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Title:
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HILLSBORO GLASS COMPANY
By:/s/ Xxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxx
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Title:
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I.M.T.E.C. ENTERPRISES, INC.
By:/s/ Xxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxx
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Title:
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CONSUMERS PACKAGING INC.
By:/s/ Xxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxx
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Title:
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ANCHOR GLASS CONTAINER CORPORATION
By:/s/ Xxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxx
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Title: Chairman and CEO
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CONSUMERS INTERNATIONAL, INC.
By:/s/ Xxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxx
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Title:
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CONSUMERS U.S., INC.
By:/s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
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Title: Chairman and CEO
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CUS II, INC.
By:/s/ Xxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxx
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Title:
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BANK OF AMERICA, NATIONAL ASSOCIATION,
as the Anchor Agent
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
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Title: Vice President
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THE BANK OF NEW YORK,
as the Consumers Trustee
By: /s/ Xxxxx Xxxxxxxxx-Xxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxxxx-Xxxxxx
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Title: Vice President
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THE BANK OF NEW YORK, as the Anchor Trustee
By: /s/ Xxxxx Xxxxxxxxx-Xxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxxxx-Xxxxxx
--------------------------------------
Title: Vice President
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