Contract
Exhibit
99.1
EXECUTION
VERSION
XXXXXXXXX
INC.
11.875%
Senior Secured Notes due 2011
Unconditionally
Guaranteed by
RAVELSTON
MANAGEMENT INC. and
504468
N.B. INC.
Dated
as
of September 30, 2004
________________________________________
WACHOVIA
TRUST COMPANY, NATIONAL ASSOCIATION,
Trustee
THE
RAVELSTON CORPORATION LIMITED
SUGRA
LIMITED
_________________________________________
Supplement
to Indenture dated as of March 10, 2003
FIRST
SUPPLEMENTAL INDENTURE, dated as of September 30, 2004 (this "First
Supplemental Indenture"), among XXXXXXXXX INC., a corporation
incorporated under the Canada Business Corporation Act (the
"Company"), RAVELSTON MANAGEMENT INC., a
corporation incorporated under the laws of the Province of Ontario, as
guarantor
("RMI"), 504468 N.B. INC., an indirect wholly owned subsidiary of the Company
organized under the laws of the Province of New Brunswick, as guarantor
("NBI" and, together with RMI, the "Note Guarantors"),
THE RAVELSTON CORPORATION LIMITED, a
corporation incorporated under the laws of the Province of Ontario
("RCL"), SUGRA LIMITED, a wholly owned subsidiary of the Company
organized under the laws of the Province of Ontario ("Sugra"),
and WACHOVIA TRUST COMPANY, NATIONAL ASSOCIATION,
as trustee (the "Trustee"), to the Indenture, dated as of March 10, 2003,
between the Company, the Note Guarantors, RCL, Sugra and the
Trustee (the
"Indenture").
RECITALS
WHEREAS,
the Company, the Note Guarantors, RCL, Sugra and the
Trustee have
heretofore executed and delivered the Indenture, pursuant to which the
Company
has issued its 11.875% Senior Secured Notes due 2011 (the
"Notes");
WHEREAS,
the Company desires to amend certain provisions of the Indenture as hereinafter
set forth;
WHEREAS,
Section 9.02 of the Indenture provides that the Company, each Note
Guarantor and the Trustee may enter into a supplemental indenture with
the
written consent of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Notes affected by such supplemental
indenture (the "Requisite Consents");
WHEREAS,
the Requisite Consents have been delivered to the Company and the Trustee,
and
the Company has filed evidence of such Requisite Consents with the
Trustee;
WHEREAS,
the Company has duly authorized the execution and delivery of this First
Supplemental Indenture;
WHEREAS,
each of the Note Guarantors has duly authorized the execution and delivery
of
this First Supplemental Indenture;
WHEREAS,
each of RCL and Xxxxx
has duly authorized
the execution and delivery of this First Supplemental Indenture;
and
WHEREAS,
all acts and things necessary have been done to make this First Supplemental
Indenture a valid agreement of the Company, the Note Guarantors, RCL and
Sugra,
in accordance with its terms and the terms of the Indenture.
-2-
NOW,
THEREFORE, in consideration of the premises and the covenants and agreements
contained herein, and for other good and valuable consideration the receipt
of
which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE
I
Definitions
Definitions
For
all
purposes of this First Supplemental Indenture, except as otherwise stated
herein, capitalized terms used but not defined herein shall have the respective
meanings assigned to them in the Indenture. Each reference to "herein",
"hereof"
and other words of similar import contained in the Indenture shall, after
this
First Supplemental Indenture becomes effective, refer to the Indenture as supplemented
hereby.
ARTICLE
II
Amendments
Section
2.01. Amendment of Section 1.01 of the Indenture. (a) The
definition of "Exchange Notes" in Section 1.01 of the Indenture is hereby
amended and restated in its entirety as follows:
""Exchange
Notes" means debt securities of the Company, substantially identical in
all
material respects to the Notes (except that the additional interest provisions
and the transfer restrictions pertaining to the Notes will be modified
or
eliminated, as appropriate), to be issued pursuant to this Indenture,
provided that if at any time the definition of "Exchange Notes" in
Section 1 of the Registration Rights Agreement is amended or modified to
permit
the Exchange Notes to be issued pursuant to the New Notes Indenture, then
this
definition shall be deemed amended and modified to conform exactly to the
definition of "Exchange Notes" in the Registration Rights
Agreement."
(b) The
following clause is hereby added to the definition of "Permitted Indebtedness"
in Section 1.01 of the Indenture:
"(xiv)
Indebtedness of the Company and the Note Guarantors in an aggregate amount
at
any time outstanding not to exceed $15 million through the issuance of
new
secured notes (the "New Notes") substantially similar
to the Notes pursuant to the New Notes Indenture, which indenture shall
be
substantially similar to this Indenture."
(c) The
following clause is hereby added to the definition of "Permitted Liens"
in
Section 1.01 of the Indenture:
-
3
-
"(xiv)
Liens in favor of the holders of the New Notes (or in favor of the trustee
or
the collateral agent with respect to the New
Notes for
the benefit of the holders of the New Notes) granting such holders a security
interest in the Senior Notes Collateral; provided, however,
that the trustee and any collateral agent with respect
to the New Notes
shall have, concurrently with the execution and delivery of such New Notes
Indenture, executed and delivered a New Notes Intercreditor Agreement;
and
provided; further, that unless and until the Company has obtained the
requisite consents of Holders under Section 14.04(a)(vi) of this Indenture,
any
such security interest in the Senior Notes Collateral shall be second in
priority to the Lien in favor of the Holders."
(d) The
definition of "Security Agreement" in Section 1.01 of the Indenture is
hereby
amended and restated in its entirety as follows:
"Security
Agreement" means the Security Agreement dated the date hereof (attached as
Exhibit G to this Indenture), as the same may be amended, supplemented,
waived
or otherwise modified from time to time in accordance with the terms thereof,
between the Company, RMI, NBI and the Trustee and the Collateral Agent
governing
(i) the first priority security interest granted by RMI over the Services
Agreements in favor of the Collateral Agent, (ii) the first priority pledge
granted by the Company and NBI over the Pledged Share Collateral in favor
of the
Collateral Agent and (iii) the first priority security interest granted
by the
Company in the Support Agreement in favor of the Collateral Agent.
(e) Section
1.01 of the Indenture is hereby amended to include the following new
definitions:
""New
Notes Indenture" means the indenture (including all exhibits and schedules
hereto), as it may from time to time be supplemented or amended by one
or more
indentures supplemental thereto entered into pursuant to the applicable
provisions thereof, in respect of the issuance of the New Notes."
""New
Notes Intercreditor Agreement" means an intercreditor agreement among the
Company, the Trustee, the Collateral Agent, the trustee and any collateral
agent
with respect to the New Notes, substantially in the form attached as Exhibit
I
to this Indenture; provided, however that any variations from Exhibit
I, taken as a whole, shall not be materially less favorable to the Trustee,
the
Collateral Agent and the Holders than the terms and conditions reflected
in
Exhibit I."
-
4
-
""New
Notes Security Agreement" means the security agreement, as the same may be
amended, supplemented, waived or otherwise modified from time to time in
accordance with the terms thereof, between the Company, RMI, NBI and HSBC
Bank
USA, National Association ("HSBC"), as trustee and collateral agent,
governing (i) the second priority security interest granted by RMI over
the
Services Agreements in favor of HSBC, (ii) the second priority pledge granted
by
the Company and NBI over the Pledged Share Collateral in favor of the HSBC
and
(iii) the second priority security interest granted by the Company in the
Support Agreement in favor of the HSBC."
Section
2.02. Amendment of Section 1.17 of the Indenture. The second
paragraph of Section 1.17 of the Indenture is hereby amended and restated
in its
entirety as follows:
"Each
party agrees that any service of process or other legal summons in connection
with any proceeding may be served on it by mailing a copy thereof by
registered mail, or a form of mail substantially equivalent thereto, postage
prepaid, addressed to the served party at its address as provided for in
Section
1.06 hereof. Nothing in this Section shall affect the right of the parties
to
serve process in any other manner permitted by law. Each of the Company
and the
Note Guarantors has appointed Xxxx Xxxxx at Xxxxxxxxx International Inc.,
000
Xxxxx Xxxxxx; 00xx Xxxxx, Xxx Xxxx, XX 00000, or such other person as may
be
designated from time to time by the Company and the Note Guarantors by
written
notice to the Trustee, as its authorized agent in New York City (the
"Authorized Agent," which term, as used herein, includes any successor in
such capacity) upon whom process may be served in any such action, suit or
proceeding arising out of or relating to this Agreement or any of the
transactions contemplated hereby which may be instituted in any federal
or state
court in the State of New York by the Trustee or by any person who controls
the
Trustee."
Section
2.03. Amendment of Section 3.08 of the Indenture. Section 3.08 of the
Indenture is hereby amended by adding the following to the beginning of
Section
3.08:
"(i)
The
Company shall be permitted, without the consent of any Person, to direct
the
Trustee and the Collateral Agent by Company Order made not less than 15
days
prior to any Interest Payment Date to apply up to $10.5 million, in the
aggregate, of any Senior Notes Collateral consisting of cash, Cash Equivalents
or readily marketable securities then being held by the Trustee and/or
the
Collateral Agent to the punctual payment of all or any portion of
-5-
the
interest due and payable on the Outstanding Notes on such Interest Payment
Date
and following receipt of such Company Order the Trustee shall cause the
interest
on the Notes which is payable on such Interest Payment Date to be punctually
paid and duly provided for on such Interest Payment Date from such Senior
Notes
Collateral, to the extent provided in the Company Order and only to the
extent
that Senior Notes Collateral is sufficient therefor, to the Persons in
whose
name the Notes are registered at the close of business on the Regular Record
Date for such interest payment in accordance with the terms of this
Indenture.
(ii) Upon
obtaining consents from the Holders of not less than a majority in aggregate
principal amount of the Outstanding Notes, the Company
shall be
permitted to direct the Trustee and the Collateral Agent by Company Order
made
not less than 15 days prior to any Interest Payment Date to apply such
amount,
in the aggregate, in excess of and addition to the $10.5 million provided
for in Section 3.08(i) as such Holders shall have consented to, of any
Senior Notes Collateral consisting of cash, Cash Equivalents or readily
marketable securities then being held by the Trustee and/or the Collateral
Agent
to the punctual payment of all or any portion of the interest due and payable
on
the Outstanding Notes on such Interest Payment Date and following receipt
of
such Company Order, the Trustee shall cause the interest on the Notes which
is
payable on such Interest Payment Date to be punctually paid and duly provided
for on such Interest Payment Date from such Senior Notes Collateral, to
the
extent provided in the Company Order and only to the extent that Senior
Notes
Collateral is sufficient therefor, to the Persons in whose names that the
Note
are registered at the close of business on the Regular Record Date for
such
interest payment in accordance with the terms of this Indenture.
(iii) If
the requisite consents of Holders shall have been obtained as provided
in
Section 3.08(ii), the Company may direct the Trustee and the Collateral
Agent as
described in Section 3.08(ii) in respect of each Interest Payment Date
thereafter, unless the Holders of not less than a majority in aggregate
principal amount of the Outstanding Notes shall have notified the Company
and
the Trustee in writing at least 30 days prior to any such subsequent Interest
Payment Date, that such election is no longer available to the
Company.
(iv) For
purposes of this Section 3.08, the Collateral Agent may sell any Senior
Notes
Collateral consisting of Cash Equivalents or readily marketable securities
at
market prices, in any manner that
-
6
-
the
Collateral Agent deems reasonable, in such amounts as the Collateral Agent
deems
required in order to make such payment of interest on the Notes. In no
event
shall the Trustee or the Collateral Agent be liable if the amount of Senior
Notes Collateral is insufficient to pay interest on the Notes on any Interest
Payment Date; any liability resulting from such insufficiency shall rest
solely
with the Company and the Note Guarantors."
Section
2.04. Amendment of Article V of the Indenture. A new section 5.17 is
hereby added to Article V of the Indenture as follows:
"Section
5.17. Failure to File Reports. If there shall be a default in the
performance of the Company's obligations pursuant to Section 10.17(b),
then the
Company shall pay to the Holders an amount equal to 0.50% of the principal
amount of the Notes Outstanding as of December 31, 2005. Any such payment
shall
be made by the Company no later than January 9, 2006."
Section
2.05. Amendment of Section 5.01(c) of the Indenture. Section 5.01(c) of
the Indenture is hereby amended and restated in its entirety to read as
follows:
"(i)
there shall be a default in the performance, or breach, of any covenant
or
agreement of the Company under this Indenture (other than a default in
the
performance, or breach of a covenant or agreement which is specifically
dealt
with in Section 5.01(a) or (b), in clauses (ii) or (iii) of this Section
5.01(c) or Section 5.17 (other than, solely with respect to Section 5.17,
a
default in making any payment required thereby)), and such default or breach
shall continue for a period of 30 days after written notice has been given,
by
certified mail, (x) to the Company by the Trustee or (y) to the Company
and the
Trustee by the Holders of at least 25% in aggregate principal amount of
the
Outstanding Notes; (ii) there shall be a default in the performance or
breach of the provisions of Article VIII; or (iii) the Company shall have
failed
to make or consummate a Change of Control Offer in accordance with the
provisions of Section 10.14;"
Section
2.06. Amendment of Section 5.01(k) of the Indenture. Section 5.01(k) of
the Indenture is hereby amended and restated in its entirety to read as
follows:
"in
any
quarterly period after January 1, 2006, the Company fails to receive in
cash a
minimum aggregate amount of at least $3.055 million from (i) payments made
by
RMI during such quarter pursuant to the terms of the Support Agreement,
(ii) any
management fees paid by Xxxxxxxxx International and its Subsidiaries directly
to
the Company or its Wholly Owned
-
7
-
Restricted
Subsidiaries during such quarter, and (iii) the Net Dividend Amount, calculated
on a quarterly basis, paid by Xxxxxxxxx International on its Capital Stock
held
by the Company and its Wholly Owned Restricted Subsidiaries during such
quarter
(provided that with respect to any period that is less than a fiscal quarter,
the minimum aggregate amount of $3.055 million shall be reduced pro rata
by
reference to the number of days in such period, calculated on the basis
of a
360-day year of twelve 30-day months); or"
Section
2.07. Amendment of Article VI of the Indenture. A new Section 6.14 is
hereby added to Article VI of the Indenture as follows:
"SECTION
6.14: Authorization to Enter Into First Priority Intercreditor
Agreement. The Trustee shall be authorized and permitted to enter into the
First Priority Intercreditor Agreement, dated as of September 30, 2004,
among
the Company, the Trustee and HSBC."
Section
2.08. Amendment of Section 7.04 of the Indenture. Section 7.04 of the
Indenture is hereby amended and restated in its entirety to read as
follows:
"SECTION
7.04. Reports by the Company. (a) The Company shall do the
following:
(i)
from
and after January 1, 2006, file with the Trustee, in accordance with Section
10.17 hereof, and in any event within 30 days after the Company is required
to
file the same with the Commission, copies of the annual reports and of
the
information, documents and other reports (or copies of such portions of
any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company is required to file with the Commission separately
or together with the Note Guarantors pursuant to Section 13 or Section
15(d) of
the Exchange Act; or, if the Company is not required to file information,
documents or reports pursuant to either of said Sections, then it shall
(A)
deliver to the Trustee annual audited financial statements of the Company
and
its Restricted Subsidiaries, prepared on a Consolidated basis in conformity
with
GAAP, within 120 days after the end of each fiscal year of the Company,
and (B)
file with the Trustee and the Commission, in accordance with, and so long
as not
prohibited by, the rules and regulations prescribed from time to time by
the
Commission, such of the supplementary and periodic information, documents
and
reports which may be required pursuant to Section 13 of the Exchange Act
in
respect of a security listed and registered on a
-
8
-
national
securities exchange as maybe prescribed from time to time in such rules
and
regulations;
(ii) file
with
the Trustee and the Commission, in accordance with the rules and regulations
prescribed from time to time by the Commission, such additional information,
documents and reports with respect to compliance by the Company with the
conditions and covenants of this Indenture as is required from time to
time by
such rules and regulations (including such rules and regulations, if
any,referred to in Trust Indenture Act Section 314(a)); and
(iii) transmit
by mail to all Holders or any other persons entitled to receive a report
pursuant to Trust Indenture Act Section 313(c), within 30 days after the
filing
thereof with the Trustee, in the manner and to the extent provided in Trust
Indenture Act Section 313(c), such summaries of any information, documents
and
reports required to be filed by the Company pursuant to Section 10.17 hereunder
and subsections (i) and (ii) of this Section as are required and not prohibited
by rules and regulations prescribed from time to time by the
Commission.
(b)
For
so long as the Company qualifies as a foreign private issuer (as
defined in Rule 3b-4 under the Exchange Act) (a "Foreign Private
Issuer"), the Company may comply with the filing requirements of
Section 7.04(a)(î) at the times, and in the manner, required of Foreign Private
Issuers under the Exchange Act."
Section
2.09. Amendment of Section 10.13(b) of the Indenture. Section
10.13(b)(ii) of the Indenture is hereby amended and restated in its entirety
to
read as follows:
"(ii)
second, to the extent of the balance of such Net Cash Proceeds after
application, if any, in accordance with clause (i) above, to make an Offer
to purchase Notes pursuant to and subject to the conditions set forth below
(including, without limitation, the condition in Section 10.13(c) that
the
aggregate amount of Excess Proceeds equals or exceeds $5,000,000); provided,
however, that if the Company elects (or is required by the terms
of any Pari Passu Indebtedness), such Offer may be made ratably to purchase
the
Notes and any Pari Passu Indebtedness of the Company (any Net Cash Proceeds
from Asset Sales (excluding any Deficiency resulting from an Offer made
using
Allocated Proceeds pursuant to clause (b)(i)(B)) that are not applied as
provided in clause (i) above shall constitute "Excess Proceeds");
and"
-
9
-
Section
2.10. Amendment of Section 10.17 of the Indenture. Section 10.17 of the
Indenture is hereby amended and restated in its entirety to read as
follows:
"Provision
of Financial Statements. (a) Whether or not the Company is subject to
Section 13(a) or 15(d) of the Exchange Act, from and after January 1, 2006,
the
Company and RMI will, to the extent permitted under the Exchange Act, file
with,
or furnish to, the Commission the annual reports and other documents that
they
are or would have been required to: file
with, or
furnish to, the Commission pursuant to such Section 13(a) or 15(d), including
any information relating to the Company and RMI as may be required by Regulation
S-X under the Exchange Act or by the Commission, if they were so subject,
such
documents to be filed with, or furnished to, the Commission on or prior
to the
respective dates by which they would have been required so to file, or
to
furnish, such documents if they are or were so subject (in each case, at
the
times, and in the manner, required of Foreign Private Issuers under the
Exchange
Act if the Company or RMI, as the case may be, qualifies as a Foreign Private
Issuer) (the "Required Filing Dates"); provided that, RMI may satisfy
its obligations under this paragraph through the inclusion in the Company's
annual reports and other documents filed with or furnished to the Commission
pursuant to Section 13(a) or 15(d) of the Exchange Act (or the provisions
of
this Indenture) of such financial information of RMI as may be required
to be
contained therein by Regulation S-X under the Exchange Act. The Company
will in
any event, from and after January 1, 2006, (x) within 15 days of such Required
Filing Date (i) transmit by mail to all Holders, as their names and addresses
appear in the Note Register, without cost to such Holders and (ii) file
with the
Trustee copies of the annual reports and other documents which the Company
would
have been required to file with, or to furnish to, the Commission pursuant
to
Section 13(a) or 15(d) of the Exchange Act if it was subject to such Sections
and (y) if filing or furnishing such documents by the Company with the
Commission is not permitted under the Exchange Act, promptly upon written
request and payment of the reasonable cost of duplication and delivery,
supply
copies of such documents to any Holders at the Company's cost.
(b)
On or
prior to December 31, 2005, the Company will file with, or furnish to,
the
Commission and transmit by mail to the Trustee and all Holders an annual
report
on Form 20-F (or any other form available for the purpose) pursuant to
the
Exchange Act, including audited Consolidated financial statements for the
fiscal
years ended December 31, 2003 and December 31, 2004."
-
10
-
Section
2.11. Amendment of Section 10.23 of the Indenture. The introductory
clause of Section 10.23 of the Indenture is hereby amended and restated
in its
entirety as follows:
"Except
in connection with the New Notes, RMI shall not:"
Section
2.12. Amendment of Section 14.01 of the Indenture. The last paragraph of
Section 14.01 of the Indenture is hereby amended and restated in its entirety
to
read as follows:
"The
Senior Notes Collateral shall secure (i) the Indenture Obligations and
the
obligations under the Guarantees, and performance of all other obligations
of
the Company and Note Guarantors, up to the amount outstanding from time
to time
under the Notes and (ii) subject to the terms, conditions and limitations
of the
New Notes Security Agreement and the New Notes Intercreditor Agreement,
the
obligations of the Company and the Note Guarantors under the New Notes
and the
New Notes Indenture, up to the amount outstanding from time to time under
the
New Notes. The claims of Holders against the Senior Notes Collateral will
be
subject to the Intercreditor Agreement. The claims of the holders of New
Notes
against the Senior Notes Collateral will be subject to the New Notes
Intercreditor Agreement. The Holders hereby authorize and direct the Trustee,
or
a Co-Trustee appointed by the Trustee, to enter into the Intercreditor
Agreement
and the New Notes Intercreditor Agreement on their behalf."
ARTICLE
III
Miscellaneous
Section
3.01. Effectiveness; Termination. Upon the execution hereof by the
parties hereto, the amendments to the Indenture set forth in Article II
of this
First Supplemental Indenture shall become effective, the Indenture shall
be
modified in accordance therewith, this First Supplemental Indenture shall
form
part of the Indenture for all purposes and every Holder of a Note heretofore
or
hereafter authenticated and delivered under the Indenture shall be bound
by the
Indenture as modified by this Supplemental Indenture.
Section
3.02. GOVERNING LAW. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
(WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF).
Section
3.03. Counterparts. This First Supplemental Indenture may be executed in
any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same
instrument.
-
11
-
Section
3.04. Successors and Assigns. All covenants and agreements in this First
Supplemental Indenture by the Company, any Note Guarantor, RCL or Sugra
shall
bind its successors and assigns, whether so expressed or not.
Section
3.05. Conflicts. In the event of a conflict between the terms and
conditions of the Indenture and the terms and conditions of this First
Supplemental Indenture, the terms and conditions of this First Supplemental
Indenture shall prevail.
Section
3.06. Headings. The Article and Section headings in this First
Supplemental Indenture are for convenience only and shall not affect the
construction hereof.
Section
3.07. Separability Clause. In case any provision in this First
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity,
legality and enforceability of the remaining provisions shall not in any
way be
affected or impaired thereby.
Section
3.08. Benefits of First Supplemental Indenture. Nothing in this First
Supplemental Indenture, express or implied, shall give to any Person (other
than
the parties hereto and their successors hereunder, any Paying Agent and
the
Holders) any benefit or any legal or equitable right, remedy or claim under
this
First Supplemental Indenture.
Section
3.09. The Trustee. The recitals herein shall be taken as statements of
the Company and the Note Guarantors and the Trustee assumes no responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this First Supplemental Indenture.
Section
3.10. Notice to Holders. The Company and the Note Guarantors shall notify
the Holders of the effectiveness of this First Supplemental Indenture reasonably
promptly after the date of such effectiveness.
-
12
-
IN
WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, all as of the day and year first above
written.
|
XXXXXXXXX
INC.
|
|
|
By
|
/s/
Xxxxx X. Xxxxx
|
|
Name: Xxxxx
X. Xxxxx
|
|
|
Title: Co-Chief
Operating Officer
|
|
|
RAVELSTON
MANAGEMENT INC.,
solely
in its capacity as Note Guarantor
|
|
|
By
|
/s/
Xxxxx X. Xxxxx
|
|
Name: Xxxxx
X. Xxxxx
|
|
|
Title: Executive
Vice President
|
|
|
504468
N.B. INC., solely in its capacity as Note Guarantor
|
|
|
By
|
/s/
Xxxxx X. Xxxxx
|
|
Name: Xxxxx
X. Xxxxx
|
|
|
Title: Executive
Vice President
|
|
|
THE
RAVELSTON CORPORATION LIMITED
|
|
|
By
|
/s/
Xxxxx X. Xxxxx
|
|
Name: Xxxxx
X. Xxxxx
|
|
|
Title: Executive
Vice President
|
|
|
SUGRA
LIMITED
|
|
|
By
|
/s/
Xxxxx X. Xxxxx
|
|
Name: Xxxxx
X. Xxxxx
|
|
|
Title: President
|
|
|
WACHOVIA
TRUST COMPANY NATIONAL ASSOCIATION, not in its individual capacity,
but
solely as Trustee
|
|
|
By
|
/s/
Xxxxxx X. Xxxxxxx
|
|
Name: Xxxxxx
X. Xxxxxxx, CCTS
|
|
|
Title: Vice
President
|
|
EXHIBIT
I
FORM
OF
NEW NOTES INTERCREDITOR AGREEMENT
