AGREEMENT REGARDING 2006 NOTES
THIS
AGREEMENT REGARDING 2006 NOTES (the
“Agreement”)
is
made and entered into as of this 12th
day of
November 2008, by and among AMERICAN
DAIRY, INC.,
a Utah
corporation (the “Company”),
AMERICAN FLYING CRANE CORPORATION, a Delaware corporation (“AFC”),
XX.
XXXX
YOU-BIN,
being
an individual resident in the People’s Republic of China (“Xx.
Xxxx”),
and
the INVESTORS
listed
on Schedule
I
attached
hereto (each an “Investor”,
and
collectively, the “Investors”).
RECITALS:
WHEREAS,
the
Company issued to the Investors those certain 7.75% Convertible Notes dated
October 3, 2006 in the original aggregate principal amount of $18.2 million
(the
“Notes”),
and
those certain Common Stock Purchase Warrants dated October 3, 2006 (the
“Warrants”);
WHEREAS,
in
connection with the issuance of the Notes and the Warrants, the Investors and
the Company entered into that certain Registration Rights Agreement dated
October 2, 2006 (the “Registration
Rights Agreement”);
WHEREAS,
Section
2(c) of the Registration Rights Agreement provides, inter alia,
for the
obligation of the Company, under certain circumstances, to pay to the Investors
an amount equal to two-hundredths (.02) of the principal amount of the Notes
for
each month that a registration statement filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the “1933
Act”)
has
not been declared effective in respect of the “Registrable Securities” (as such
term is defined in the Registration Rights Agreement), as set forth and in
accordance with the terms and conditions therein;
WHEREAS,
the
Investors have claimed that under the terms of Section 2(c) of the Registration
Rights Agreement, such amount, at the rate of two-hundredths (.02) of the
principal amount of the Notes, has been accruing monthly and is unpaid since
October 1, 2007, due to the fact that a registration statement has not been
declared effective in respect of the Registrable Securities in accordance with
the provisions of the Registration Rights Agreement, and the Investors have
asserted their demand and claim for payment of such amounts for the period
October 1, 2007 through September 30, 2008 (the “Claim);
WHEREAS,
the
Company desires to compromise the obligation to pay such Claim by issuing to
the
Investors, in lieu of paying in cash any amounts that may have accrued under
the
Registration Rights Agreement through September 30, 2008, an aggregate number
of
shares of the Company’s common stock having a current value of US $2.5 million,
the number of shares to be issued to be determined by dividing the amount of
US
$2.5 million by the average closing price of the Company’s shares of Common
Stock on the NYSE Arca for the thirty (30) trading day period ending on the
last
trading day immediately preceding the date of this Agreement;
WHEREAS,
the
Investors are willing to accept such shares in payment of the Claim, provided:
(i) that the Notes, the Warrants, and the Registration Rights Agreement are
amended as hereinafter set forth, (ii) the Company and Xx. Xxxx execute and
deliver a share pledge agreement to secure the Notes as hereinafter described,
and (iii) the Company complies with the other terms and conditions as set forth
in this Agreement.
NOW
THEREFORE,
in
consideration of the above premises and for good and valuable consideration,
the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Issuance
of Shares. Contemporaneously
with the execution of this Agreement, the Company shall issue a total of 216,639
shares of Common Stock of the Company, par value $.001 (the “Shares”),
to
the Investors in the respective amounts listed on Schedule
I
attached
hereto and incorporated herein by this reference. The Company will issue to
each
Investor a stock certificate of the Company representing the respective number
of shares of common stock set forth in Schedule
I opposite
such Investor’s name.
2.
Other
Documents. Contemporaneously
with the execution of this Agreement, and as conditions precedent to the
effectiveness of this Agreement, the Company will also execute and deliver
or
provide the following agreements, instruments, or documents to the Investors
(collectively, the “Other
Documents”):
(a)
an
Amended and Restated Note to each Investor (collectively, the “Amended
and Restated Notes”)
to
amend and restate the Notes in the form attached hereto as Exhibit
A
and
incorporated herein by this reference, with each Investor receiving an Amended
and Restated Note in the respective principal amount set forth opposite its
name
on Schedule
II attached
hereto and incorporated herein by this reference;
(b) an
Amended and Restated Common Stock Purchase Warrant to each Investor
(collectively, the “Amended
and Restated Warrants”)
to
amend and restate the Warrants, in the form attached hereto as Exhibit
B and
incorporated herein by this reference, with
each
Investor receiving an Amended and Restated Warrant for the respective amount
of
warrants set forth opposite its name on Schedule
III attached
hereto and incorporated herein by this reference;
(c) an
amendment to the Registration Rights Agreement between the Company and the
Investors in the form attached hereto as Exhibit
C and
incorporated herein by this reference (the “Registration
Rights Amendment”);
(d) a
share
pledge agreement in favor of the Investors (the “Share
Pledge Agreement”)
to
secure the Notes executed by the Company and Xx. Xxxx, as pledgors, and The
Bank
of New York Mellon, as collateral agent, in the form attached hereto as
Exhibit
D and
incorporated herein by this reference;
(e) a
guarantee executed by AFC (the “Guarantee”),
in
the form attached hereto as Exhibit
E
and
incorporated herein by this reference;
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(f) a
legal
opinion from the Company’s United States counsel, addressed to the Investors, in
the form attached hereto as Exhibit
F and
incorporated herein by this reference;
(g) UCC-1
financing statements with the Company and Xx. Xxxx as debtors, and The Bank
of
New York Mellon (Collateral Agent), as the secured party;
(h) a
certified copy of: (i) the certificate of incorporation of the Company (and
all
amendments thereto), (ii) the bylaws of the Company (and all amendments
thereto), and (iii) board of director resolutions of the Company approving
this
Agreement and all transactions contemplated hereby;
(i) a
certified copy of : (i) the certificate of incorporation of AFC (and all
amendments thereto), (ii) the bylaws of AFC (and all amendments thereto), and
(iii) board of director resolutions of AFC approving this Agreement and all
transactions contemplated hereby;
(j) an
incumbency certificate signed by the proper officers of the
Company;
(k)
an
incumbency certificate signed by the proper officers of AFC;
(l) an
executed intercreditor agreement substantially in the form attached hereto
as
Exhibit
G
and
incorporated herein by this reference;
(m) evidence
that the requisite holders of the Company’s 1% Guaranteed Senior Secured
Convertible Notes due 2012 (the “1%
Notes”)
have
provided the requisite consent to this Agreement and the transactions
contemplated hereby, in form satisfactory to the Investors; and
(n)
good
standing certificates for the Company and AFC, issued by their respective
jurisdictions of organization.
3.
Waiver
Letter.
Contemporaneously with the execution of this Agreement and delivery of the
Shares and the Other Documents to the Investors pursuant to this Agreement,
the
Investors will execute and deliver to the Company a waiver letter agreement
(the
“Waiver”)
in the
form attached hereto as Exhibit
H
and
incorporated herein by this reference.
4.
Continuing
Covenant.
The
Company and AFC covenant and agree that if, and to the extent that, any security
interest with respect to equity interests in the Company’s PRC Subsidiaries (as
defined below), or any additional subsidiaries of the Company or of AFC,
currently existing or in the future, is granted by the Company or AFC in favor
of the holders of the 1% Notes, then the Company and AFC shall grant a security
interest in favor of the holders of the Amended and Restated Notes to the same
relative extent as the interests granted by the Share Pledge Agreement referred
to herein, pursuant to an applicable share pledge agreement. For purposes of
this Agreement, “PRC
Subsidiaries”
shall
mean LangFang Feihe Dairy Company Limited, GanHan Feihe Diary Company Limited,
Shanxi Feihesantai Biotechnology Scientific and Commercial Co., Limited,
Heilongjiang Feihe Dairy Co., Limited, XxxXxxx Xxxxx Dairy Co., Limited, and
Beijing Feihe Biotechnology Scientific and Commercial Co., Limited.
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5.
Other
Obligations.
Other
than the resolution of the Claim pursuant to this Agreement and as expressly
provided in the Waiver and the Other Agreements (as defined below), all
obligations of the Company under the Registration Rights Agreement (as amended
by the Registration Rights Amendment), the Amended and Restated Notes, the
Amended and Restated Warrants, and the Subscription Agreement dated October
2,
2006 executed by the Company and the Investors, and at law, remain in full
force
and effect and shall not be impaired, compromised or released in any way by
this
Agreement. Without limitation of the foregoing, except as expressly provided
in
the Waiver, amounts of Additional Interest under the Registration Rights
Amendment and the Amended and Restated Notes shall accrue and be due and payable
pursuant to the Amended and Restated Notes and the Registration Rights Amendment
for all periods from and after October 1, 2008.
6.
Company
Representations and Warranties.
(a) The
Company is a corporation duly organized and validly existing in good standing
under the laws of State of Utah and has the requisite corporate power to own
its
properties and carry on its business as presently conducted.
(b) The
authorized capital stock of the Company consists of 50,000,000 shares of common
stock, par value $.001 per share, of which 17,181,407 shares are issued and
outstanding as of the date hereof, after giving effect to the issuance of the
Shares pursuant to this Agreement.
(c) The
Company has the requisite power and authority to enter into and perform this
Agreement, the Amended and Restated Notes, the Amended and Restated Warrants,
the Registration Rights Agreement as amended by the Registration Rights
Amendment, and the Share Pledge Agreement (collectively, the “Other
Agreements”)
and to
issue the Shares in accordance with the terms hereof and thereof.
(d) This
Agreement and the Other Agreements have been duly authorized, executed and
delivered by the Company, and, to the extent applicable, AFC, and constitute
the
valid and binding obligations of the Company, and, to the extent applicable,
AFC, and are enforceable against the Company and, to the extent applicable,
AFC,
in accordance with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights generally and to general principles
of equity.
(e) The
Shares have been duly and validly authorized and issued and are fully paid
and
non-assessable.
(f) No
consent, approval, authorization or order of any court, governmental agency
or
body or arbitrator having jurisdiction over the Company, or any of its
subsidiaries, is required for the execution, delivery or performance of this
Agreement or the Other Agreements.
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(g) Assuming
the accuracy of the Investors’ representations and warranties set forth in
Section 7 below, neither the issuance of the Shares nor the performance of
the
Company’s obligations under this Agreement or the Other Agreements will violate
or conflict with, result in a breach of, or constitute a default (or an event
with the giving of notice or the lapse of time or both would constitute a
default) under (A) the Company’s certificate of incorporation, bylaws, or other
organizational documents; (B) any decree judgment, order, law, treaty, rule,
regulation or determination applicable to the Company or over the properties
or
assets of the Company or any of its affiliates or subsidiaries; or (C) the
terms
of any bond, debenture, note, or any other evidence of indebtedness, or any
agreement, stock option or similar plan, indenture, lease, mortgage, deed of
trust or other instrument to which the Company or any of its affiliates or
subsidiaries is a party, or to which any of the properties of the Company or
any
of its affiliates or subsidiaries are subject; except to the extent that such
circumstances would not have a material adverse effect on the rights of the
Investors under this Agreement and the Other Agreements or their ability to
enforce such rights.
(h) The
Shares upon issuance are: (i) free and clear of any security interests, liens,
claims or other encumbrances, subject to restrictions upon transfer under the
1933 Act and any applicable state securities laws; and (ii) have not been issued
or sold in violation of any pre-emptive or other similar rights of the holders
of any securities of the Company.
(i)
To
the
knowledge of the Company, and giving effect to the waivers and consents granted
by the holders of the 1% Notes in that certain Supplemental Indenture of the
Company in regard to the 1% Notes dated as of even date herewith, no “Default”
or “Event of Default” has occurred and is continuing under (and as such terms
are defined in) either of the Indentures between the Company and The Bank of
New
York Mellon (as Trustee) dated June 1, 2007 and June 27, 2007, respectively
(the
“Indentures”),
governing the 1% Notes.
(j)
(i)
Schedule
IV attached
hereto and incorporated herein by this reference
contains
complete and correct lists of each person in which the Company owns, directly
or
indirectly, any capital stock or similar equity interests, showing, as to each
subsidiary, the correct name thereof, the jurisdiction of its organization,
and
the percentage of shares of each class of its capital stock or similar equity
interests outstanding owned by the Company and each other
subsidiary.
(ii) All
of
the outstanding shares of capital stock or similar equity interests of each
subsidiary shown in Schedule
IV
as being
owned by the Company and its subsidiaries have been validly issued, are fully
paid and non-assessable and are owned by the Company or another Subsidiary
free
and clear of any lien, except to the extent that such circumstances would not
have a material adverse effect on the Company’s, or any applicable subsidiary’s,
rights of ownership with respect to such capital stock or equity
interests.
(iii) Except
as
disclosed in Schedule
IV,
no
subsidiary is a party to, or otherwise subject to any legal or regulatory
restriction or any agreement (other than this Agreement and the terms and
conditions of the 1% Notes and the agreements entered into in connection
therewith) restricting the ability of such subsidiary to pay dividends out
of
profits or make any other similar distributions of profits to the Company or
any
of its subsidiaries that owns outstanding shares of capital stock or similar
equity interests of such subsidiary.
-5-
(k) Except
as
disclosed in Schedule
V,
attached
hereto and incorporated herein by this reference,
each of
the Company’s subsidiaries (i) has been duly organized, is validly existing and
is in good standing under the laws of its jurisdiction of organization, (ii)
has
all requisite power and authority to carry on its business and to own, lease
and
operate its properties and assets, and (iii) is duly qualified or licensed
to do
business and is in good standing as a domestic or foreign corporation or limited
liability company, as the case may be, authorized to do business in each
jurisdiction in which the nature of such business or the ownership or leasing
of
such properties requires such qualification, except where, for the purposes
of
(ii) or (iii) only, the failure to have all such requisite power and authority
or to be so duly qualified or licensed does not, and would not, individually
or
in the aggregate, have a material adverse effect. The constitutional documents
and certificates of each of the PRC Subsidiaries of the Company are valid and
have been duly approved or registered (as applicable) by applicable governmental
authorities.
(l)
(i) All
of
the outstanding shares of capital stock or similar equity interests of the
Company in its subsidiaries have been validly issued, are fully paid and
non-assessable, and are free and clear of any lien, other than as set forth
in
that certain Share Pledge Agreement between the Company, Xx. Xxxx, and The
Bank
of New York Mellon (as Collateral Agent) dated June 1, 2007, and the Share
Pledge Agreement entered into as of even date herewith by the Company, Xx.
Xxxx,
and The Bank of New York Mellon (as Collateral Agent), and delivered to the
Investors pursuant to Section 2(d) of this Agreement.
(ii) Except
as
set forth on Schedule
VI,
attached
hereto and incorporated herein by this reference,
as of
the date hereof, there is no capital stock issued or issuable pursuant to any
exercise, conversion, exchange, subscription or otherwise in connection with
any
warrants, options, convertible securities or any agreement to sell or issue
capital stock of the Company or securities which may be exercised, converted
or
exchanged for capital stock of the Company. As of the date hereof, the shares
of
common stock issuable upon conversion of the Amended and Restated Notes and
the
exercise of the Amended and Restated Warrants will have been duly reserved
for
issuance. When duly issued upon conversion of the Amended and Restated Notes
in
accordance with the terms of the Amended and Restated Notes, the shares of
common stock will have been validly issued, fully paid and non-assessable,
and
the issuance of the shares of common stock will not be subject to any preemptive
or similar right. When duly issued upon exercise of the Amended and Restated
Warrants, in accordance with the terms and conditions thereof, the shares of
common stock issuable thereunder will have been validly issued, fully paid
and
non-assessable, and the issuance of the shares of common stock will not be
subject to any preemptive or similar right.
7.
Investors
Representations and Warranties
(a) Each
Investor that is a partnership, corporation, limited liability company, or
trust, represents severally that it is validly existing in good standing under
the laws of its state of incorporation or organization, and has the requisite
power to own its properties and carry on its business. Each Investor represents
severally that it has the requisite power and authority to enter into and
perform this Agreement.
-6-
(b)
Each
Investor represents severally that it is acquiring its Shares as set forth
on
Schedule
I
as
principal for its own account for investment purposes only and not with a view
to or for distributing or reselling such Shares or any part thereof, without
prejudice, however, to each Investor’s right at all times to sell or otherwise
dispose of all or part of the Shares in compliance with applicable federal
and
state securities laws. Subject to the immediately preceding sentence, nothing
contain herein shall be deemed a representation or warranty by an Investor
to
hold the Shares for any period of time.
(c)
Each
Investor represents severally that it is an “accredited investor,” as such term
is defined in Regulation D promulgated under the 1933 Act and is experienced
in
investments and business matters.
(d)
Each
Investor represents severally that this Agreement has been duly executed and
delivered by such Investor and constitutes the valid and binding obligations
of
such Investor enforceable against such Investor in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors’ rights generally and to general principles of equity.
8.
Miscellaneous
(a) This
Agreement shall accrue to the benefit of and be binding upon the parties hereto,
their respective successors, agents and permitted assigns.
(b)
This
Agreement shall be interpreted, enforced, construed, and governed under the
laws
of the State of New York, without regard to its conflict of laws
principles.
(c) No
waiver, modification or amendment of this Agreement, or any of the terms or
provisions hereof, shall be binding upon any of the parties unless confirmed
by
a written instrument signed by such party. No waiver by any party of any term
or
provision of this Agreement or of any breach or default hereunder shall affect
such party’s rights thereafter to enforce such term or provision or to exercise
any right or remedy in the event of any other default, whether or not
similar.
(d) This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed to be an original, but all of which together shall constitute the same
Agreement. This Agreement, once executed by a party, may be delivered to the
other party hereto by facsimile, pdf, or other electronic transmission of a
copy
of this Agreement bearing the signature of the party so delivering this
Agreement.
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(e) THE
PARTIES HERETO HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED
IN XXX XXXX XXXXXX, XXXX XX XXX XXXX, XXX XXXX SHALL HAVE EXCLUSIVE JURISDICTION
TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE PARTIES PERTAINING
TO
THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT;
PROVIDED
THAT THE
PARTIES ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO
BE HEARD
BY
X XXXXX XXXXXXX XXXXXXX XX XXX XXXX XXXXXX. EACH OF THE PARTIES HERETO EXPRESSLY
SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT
COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION
WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE
OR
FORUM NON CONVENIENS
AND
HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY SUCH COURT. EACH OF THE PARTIES HERETO HEREBY WAIVES PERSONAL
SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION
OR
SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS
MAY
BE MADE BY REGISTERED OR CERTIFIED MAIL AND THAT SERVICE SO MADE SHALL BE DEEMED
COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER
DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
-8-
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement as of the date first written
above.
|
“Company”
AMERICAN
DAIRY, INC.
|
||
| |
|
|
| By: | /s/ Xxxxxxxx Xxxx | |
| Name: | Xxxxxxxx Xxxx | |
| Title: | Chief Financial Officer | |
|
“AFC”
AMERICAN
FLYING CRANE CORPORATION
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||
| |
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| By: | /s/ Xxxxxxxx Xxxx | |
| Name: | Xxxxxxxx Xxxx | |
| Title: | Chief Financial Officer | |
|
“XX.
XXXX”
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| |
|
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| By: | /s/ Leng You-Bin | |
| Name: | Leng You-Bin | |
[The
signatures of the Investors begin on the next page]
| RFT INVESTMENT COMPANY, LLC | ||||
| By: | LOR, Inc., its Manager | |||
| By: | /s/ Xxxxxx X.Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Secretary/Treasurer | |||
(Signature
page to Agreement Regarding 2006 Notes)
| ST. XXXXX CAPITAL, L.L.C. | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | Manager | |
(Signature
page to Agreement Regarding 2006 Notes)
| /s/ R. Xxxxxxx Xxxxxxx | ||
| R. XXXXXXX XXXXXXX | ||
(Signature
page to Agreement Regarding 2006 Notes)
| RCTLOR, LLC | ||||
| By: | LOR, Inc., its Manager | |||
| By: | /s/ Xxxxxx X.Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Secretary/Treasurer | |||
(Signature
page to Agreement Regarding 2006 Notes)
| XXXXX X. XXXXXXX | ||
| |
|
|
| By: | /s/ R. Xxxxxxx Xxxxxxx | |
| Name: | R. Xxxxxxx Xxxxxxx | |
| Title: | Attorney-in-fact | |
(Signature
page to Agreement Regarding 2006 Notes)
|
|
|
RRR
DECEMBER PARTNERSHIP, L.P.
|
||
| By: |
1994
RRR Voting Trust, its managing general
partner
|
|||
| By: | /s/ R. Xxxxxxx Xxxxxxx | |||
| Name: | R. Xxxxxxx Xxxxxxx | |||
| Title: | Trustee | |||
(Signature
page to Agreement Regarding 2006 Notes)
|
|
|
GWR
DECEMBER PARTNERSHIP, L.P.
|
||
| By: |
1994
GWR Voting Trust, its managing general
partner
|
|||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Trustee | |||
(Signature
page to Agreement Regarding 2006 Notes)
|
|
|
GIA
PARTNERS, L.P.
|
||
| By: |
GIA
Management Company, LLC, its general
partner
|
|||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | CEO | |||
(Signature
page to Agreement Regarding 2006 Notes)
| RADIC, L.L.C. | ||
| |
|
|
| By: | /s/ Xxxx X. Xxxxxxx | |
|
Name: Xxxx
X. Xxxxxxx
Title:
Manager
|
||
(Signature
page to Agreement Regarding 2006 Notes)
| XXXXXXX INVESTMENT FUND | ||
| |
|
|
| By: | /s/ R. Xxxxxxx Xxxxxxx | |
|
Name:
R.
Xxxxxxx Xxxxxxx
Title:
Partner
|
||
(Signature
page to Agreement Regarding 2006 Notes)
| THE O. XXXXX XXXXXXX FOUNDATION | ||
| |
|
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| By: | /s/ R. Xxxxxxx Xxxxxxx | |
|
Name: R.
Xxxxxxx Xxxxxxx
Title:
Trustee
|
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(Signature
page to Agreement Regarding 2006 Notes)
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|
XXXX
& XXXXX CAPITAL QP, LLC, as successor
to Gullane Capital Partners Encore LLC
|
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| By: |
Xxxx
&
Xxxxx
Capital Management, LLC, its
managing member
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| By: | /s/ Xxxxxxx Xxxxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxxxxxxx Xxxx | |||
| Title: | Principal | |||
(Signature
page to Agreement Regarding 2006 Notes)
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DISCOVERY
GLOBAL OPPORTUNITY
MASTER
FUND, LTD.
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| |
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| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Senior Vice President | |
(Signature
page to Agreement Regarding 2006 Notes)
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SWIFTWATER
AGGRESSIVE VALUE MASTER
FUND,
LTD.
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| |
|
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| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | |
| Title: | Director | |
(Signature
page to Agreement Regarding 2006 Notes)
