Exhibit 99.2
Form 3 Footnotes
(1) The shares (the "Shares") underlying the derivative securities listed on
Table II (the "Derivative Securities") were purchased by Kaupthing Bank hf.
("Kaupthing") in accordance with certain Agreements, by and between
Kaupthing and Lagerinn ehf ("Lagerinn"), (the "Equity Swap Agreements").
Xxxxxxxxx has purchased and holds the Shares pursuant to the Equity Swap
Agreements. Xxxxxxxx has the right at any time to close out the Equity Swap
Agreements and purchase the Shares. Kaupthing shall hold the Shares until
the earlier of (i) April 5, 2006 and (ii) such earlier date as Lagerinn
closes the swap agreement and purchases the Shares (the "Closing Date"). On
the Closing Date, Xxxxxxxx is obligated to purchase the Shares from
Kaupthing pursuant to the Equity Swap Agreements. Xxxxxxxx has the
exclusive right to direct Kaupthing to vote and dispose of the Shares.
Pursuant to the Equity Swap Agreements, Lagerinn bears the economic risk
and benefit of the Shares. If Xxxxxxxx does not purchase the Shares by
April 5, 2006, Xxxxxxxxx has the right to dispose of the Shares as it sees
fit and shall pay to Lagerinn, with respect to the Shares purchased
pursuant to each Equity Swap Agreement, the increase in value of such
Shares from the date of such Equity Swap Agreement (subject to certain
offsets for fees and brokerage commissions). In the event that Xxxxxxxx
does not purchase the Shares by April 5, 2006 and the Shares decrease in
value, Lagerinn shall pay to Kaupthing, with respect to the Shares
purchased pursuant to each Equity Swap Agreement, the amount of the
decrease in value of such Shares from the date of such Equity Swap
Agreement (together with certain fees and brokerage commissions).
Xxxxxxxx may be deemed to beneficially own the Derivative Securities
because of his direct ownership of all the shares of Lagerinn.
(2) Xxxxxxxx has agreed in principle with TF Holding P/F ("TF Holding") that
Lagerinn will sell and TF Holding will purchase twenty-five percent (25%)
of the Shares beneficially owned by Xxxxxxxx as of the close of business on
October 25, 2005. As of the close of business on October 25, 2005, Xxxxxxxx
beneficially owned 5,393,100 Shares, therefore Lagerinn is obligated to
sell 1,348,275 Shares to TF Holding (the "TF Holding Shares"). The sale
price has not been finally determined but will be Xxxxxxxx's average
purchase price for the TF Holding Shares plus a pro rata share of
Lagerinn's costs incurred for its purchases of the TF Holding Shares
through October 25, 2005 (including advisor fees) (the "Sale Price"). TF
Holding is not obligated to purchase more than two hundred fifty (250)
million Danish Kroner ("DKK") worth of the TF Holding Shares from Lagerinn.
If the aggregate Sale Price would be greater than DKK two hundred fifty
(250) million, then the number of shares that TF Holding is obligated to
purchase shall be reduced by the number of shares required to make the
aggregate Sale Price equal to DKK two hundred fifty (250) million. As part
of the agreement in principle, Xxxxxxxx will also have the right to
repurchase the TF Holding Shares sold to TF Holding at a per share price
equal to the prevailing market price of such shares on the New York Stock
Exchange at the time Lagerinn exercises such right. The repurchase right
will exist only if the share price increases more than three hundred
percent (300%) by October 1, 2009 as compared to the closing price on the
New York Stock Exchange on October 25, 2005. Additionally, if TF Holding
decides to dispose of the TF Holding Shares purchased from Lagerinn,
Xxxxxxxx will have the right of first refusal to purchase such shares at
the prevailing market price of such shares on the New York Stock Exchange.
The agreement in principle has not yet been reduced to writing.
TF Holding hereby disclaims beneficial ownership of the remaining
seventy-five percent of the Shares beneficially owned by Xxxxxxxx as of the
close of business on October 25, 2005.
(3) This figure represents the aggregate number of shares that Xxxxxxxx has the
right and obligation to purchase pursuant to the Equity Swap Agreements.
(4) This figure represents the weighted average exercise price per each Share
underlying the Derivative Securities.
(6) Pursuant to the Equity Swap Agreements, Lagerinn shall pay to Kaupthing (i)
a fee equal to $0.04 for each Share underlying the Derivative Securities;
(ii) a fee equal to 0.20% of the purchase price of the Shares underlying
the Derivative Securities; and (iii) interest on the purchase price of the
Shares underlying the Derivative Securities at 5.0863%.
