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Exhibit 10.22
AGREEMENT
This AGREEMENT (this "Agreement") is made as of this 12th day of May,
1998, by and between INTERACTIVE FLIGHT TECHNOLOGIES, INC., A DELAWARE
CORPORATION ("Interactive"), having an address at 0000 Xxxxx Xxxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxx 00000; SAMARITAN HEALTH SYSTEM, AN ARIZONA NON-PROFIT
CORPORATION ("Sublandlord"), having an address at 0000 Xxxxx 00xx Xxxxxx,
Xxxxxxx, Xxxxxxx 00000; FEDERAL INSURANCE COMPANY, AN INDIANA CORPORATION
("Federal"), having an address at 15 Mountain View Road, Xxxx Xxxxxx Xxx 0000,
Xxxxxx, Xxx Xxxxxx 00000; and METROPOLITAN LIFE INSURANCE COMPANY, A NEW YORK
CORPORATION ("Landlord"), having an address at 0000 Xxxxx Xxxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxx 00000.
WITNESSETH:
WHEREAS, Landlord's predecessor and Sublandlord's predecessor entered
into that certain Office Lease, dated October 28, 1987, as same may have been
amended (the "Original Lease"), pursuant to which Landlord has leases to
Sublandlord, and Sublandlord has hired from Landlord, for a term expiring on
October 31, 1998, certain premises located on the first and second floors of
Building B located at 0000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx (the "Leased
Premises"); and
WHEREAS, Interactive, Sublandlord or its predecessor and Landlord's
predecessor entered into that certain Sublease and Consent, dated as of July 19,
1996, as same may have been amended (the "Interactive Sublease"), pursuant to
which Sublandlord leased to Interactive, and Interactive hired from Sublandlord,
for a term expiring on October 31, 1998, the Leased Premises; and
WHEREAS, Landlord's predecessor and Interactive entered into that
certain Office Lease, dated July 16, 1996, as the same may have been amended
(the "Interactive Prime Lease") pursuant to which Landlord's predecessor has
leased to Interactive, and Interactive has hired from Landlord, space at 4041
Central Plaza, including but not limited to, effective as of November 1, 1998,
the Leased Premises; and
WHEREAS, Landlord's predecessor and Sublandlord's predecessor entered
into that certain Parking Agreement, dated October 28, 1997 (the "Samaritan
Parking Agreement"), pursuant to which Landlord's predecessor licensed
Sublandlord's predecessor to use certain parking spaces at 0000 Xxxxxxx Xxxxx
during the term of the Original Lease; and
WHEREAS, Landlord's predecessor and Interactive entered into that
certain Parking Agreement, dated July, 1996 (the "Interactive 20th Floor Parking
Agreement"), pursuant to which Landlord has licensed Interactive to use
seventy-one (71) parking spaces at 0000 Xxxxxxx Xxxxx; and
WHEREAS, Landlord's predecessor and Interactive, in connection with the
Interactive Sublease, entered into that certain Parking Agreement dated July __,
1996 (the "Interactive Building B Parking Agreement"), pursuant to which
Landlord licensed Interactive to
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use up to 44 spaces (consisting of up to three (3) covered reserve spaces and
up to forty-one (41) covered unreserved or roof top spaces) at 0000 Xxxxxxx
Xxxxx until the earlier of the Expiration Date of the Interactive Sublease
and/or the Interactive Prime Lease or the abandonment by Interactive of the
Leased Premises; and
WHEREAS, the rights of Sublandlord to use any parking spaces under the
Samaritan Parking Agreement were suspended and negated pursuant to the terms of
the Interactive Sublease for so long as the Interactive Sublease is in effect;
and
WHEREAS, Interactive desires to surrender (a) a portion of the Leased
Premises, consisting of the entire first floor of Building B except for the
computer/switch room in the location depicted on Exhibit A annexed hereto (which
space to be surrendered is hereinafter referred to as the "Surrender Space" and
which computer/switch room on the first floor consists of approximately 301
square feet and is hereinafter referred to as the "Computer/Switch Room") and
(b) thirty-seven (37) parking spaces (consisting of three (3) covered reserved
spaces and thirty-four (34) covered unreserved or roof top spaces licensed to
Interactive under the Interactive Building B Parking Agreement (the
"Surrendered Parking Spaces"); and
WHEREAS, in order to induce Landlord to accept the surrender of the
Surrender Space, Interactive has proposed that Federal lease the portion of
the Surrender Space depicted on EXHIBIT A annexed hereto (the "Federal
Premises"), which excludes the Computer/Switch Room and the bathroom, elevator
and common hallways on the first floor of Building B, directly from Landlord;
and
WHEREAS, Landlord has agreed to accept such surrender upon the condition
that Federal enter into a lease with Landlord relating to the Federal Premises
for the remainder of the terms of the Interactive Sublease and of the
Interactive Prime Lease and that Federal, Sublandlord, Interactive and Landlord
enter into certain other agreements; and
WHEREAS, Landlord has agreed to lease to Federal, and Federal has agreed
to lease from Landlord, the Federal Premises, pursuant to the terms and
conditions of that certain Lease Agreement between Landlord and Federal of this
date (the "Federal Lease"), on the condition that Landlord, Sublandlord,
Federal and Interactive enter into the other agreements more particularly set
forth herein; and
WHEREAS, the Federal Lease, among other things, also grants to Federal the
right to extend the term of the Federal Lease beyond the expiration date of the
Interactive Prime Lease and, in addition, it is possible that Federal and
Landlord may wish to extend the term of the Federal Lease beyond the expiration
of the extension periods now permitted by the Federal Lease; and
WHEREAS, Interactive has also leased from a third party certain furniture
which is now located in the Federal Premises (the "Furniture") and in the
second floor of the Leased Premises;
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NOW, THEREFORE, in consideration of the foregoing premises, the
promises herein contained, and other good and valuable consideration, receipt of
which is hereby acknowledged. Interactive, Federal, Sublandlord and Landlord
hereby agree as follows:
1. Surrender. Effective as of June 15, 1998 (the "Surrender Date"),
Interactive and Sublandlord each hereby surrenders, and Landlord and Sublandlord
hereby accepts the surrender of, the Surrender Space under the Original Lease,
the Interactive Prime Lease and the Interactive Sublease, as applicable.
Landlord also accepts the surrender of the Surrendered Parking Spaces in
accordance with the provisions of Section 10 hereof. Except for any obligations
expressly set forth herein, Interactive, Sublandlord and Landlord hereby release
each other as of the Surrender Date from and against any liability arising under
the Original Lease, the Interactive Sublease and the Interactive Prime Lease
relating to the Surrender Space which accrues after the Surrender Date, but not
for any liabilities that exist as of the Surrender Date and not for any
liability with respect to space subject to the Original Lease, the Interactive
Sublease or the Interactive Prime Lease other than the Surrender Space.
In connection with such surrender:
(a) Landlord and Sublandlord agree that, effective upon the
Commencement Date of the Federal Lease, the Base Rent otherwise owing each
month under the Original Lease shall be reduced by $13,618.13 and that
Tenant's Pro Rata Share of Operating Expenses and Taxes shall be
appropriately reduced to reflect such surrender.
(b) Sublandlord and Interactive agree that, effective upon
the Commencement Date of the Federal Lease, the Base Rent otherwise owing
each month under the Interactive Sublease shall be reduced by $15,131.25
and all other obligations of Interactive under the Interactive Sublease
shall be appropriately reduced to reflect such surrender.
(c) Landlord and Interactive agree that, effective November
1, 1998, but in no event earlier than the Commencement Date under the
Federal Lease, the Base Rent otherwise owing each month under the
Interactive Prime Lease, after increase pursuant to Rider Three of the
Interactive Prime Lease, shall be reduced by $17,653.13; the Tenant's Pro
Rata Share of Taxes and Operating Expenses, after increase pursuant to
Rider Three of the Interactive Prime Lease, shall be appropriately reduced
to reflect such surrender; and any other obligations of Landlord pursuant
to Rider Three of the Interactive Prime Lease shall be appropriately
reduced to reflect such surrender.
In addition, each of the Original Lease, the Interactive Sublease and the
Interactive Prime Lease shall be deemed terminated with respect to, but only
with respect to, the Surrender Space and, except as specifically provided
herein, the Sublandlord and Interactive shall fully comply with all obligations
of such entity that apply to such Surrender Space upon the termination or
expiration of the existing
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Lease or Sublease for such Surrender Space, including but not limited to the
removal of personal property and trade fixtures from the Surrender Space.
2. Common Areas. The portions of the Surrender Space which are
located outside of the Federal Premises (the "New Common Areas") will be common
areas of the building as of the Surrender Date.
3. Installation. Prior to the Surrender Date, (a) Landlord shall
install, at its own expense, a door and, to the extent necessary, a wall in the
location designated on Exhibit A restricting access from the New Common Areas
to the Federal Premises (the "Federal Common Area Door"); (b) Interactive
shall, at its own cost and expense, (i) close and seal the existing door from
the Computer/Switch Room into the Federal Premises so as to prohibit access
through such existing door; (ii) install a door (the "Computer Room Door") and,
to the extent necessary, walls at the location designated on Exhibit A in order
to separate all of the Computer/Switch Room from the remaining portions of the
first floor of the building and to provide access from the Computer/Switch Room
into the hallway west of the Computer/Switch Room; and (iii) reinstall the
Landlord's card key security access system at the northeast entry door for
Building B; and (c) Federal shall have the right to install, at its option, a
card key security access system at the Federal Common Area Door and/or the
Computer/Switch Room and/or the hallway adjacent to the Computer Room Door so
that access to the Federal Premises is restricted to persons designated by
Federal and also by Interactive pursuant to the license rights granted to
Interactive in Section 7 below. The mandatory improvements described in
Subsections (a) and (b) above are a material inducement for Federal's and
Landlord's entry into the Federal Lease. If such improvements are not completed
prior to the Surrender Date, then the Surrender Date and the Commencement Date
under the Federal Lease shall be extended until such improvements have been
completed.
4. Right of First Refusal. Federal shall have an ongoing first
right of refusal through July 31, 0000 (xxx "Xxxxxxx XXXX") to lease all or any
portion of the second floor of the Leased Premises (the "Expansion Space"), on
the following terms and conditions. If Interactive receives a bona fide offer
to sublease all or any portion of the Expansion Space (the "Offer Space") for a
term commencing after October 31, 1998, which Interactive desires to accept,
Interactive shall notify Federal and Landlord of the receipt of said offer.
Within five (5) business days after receipt of notice of such offer, Federal
shall notify Interactive and Landlord whether Federal wishes to lease such
Offer Space on the terms and conditions set forth in that offer, with the
following exceptions: (a) instead of subleasing the Offer Space directly from
Interactive, Federal shall enter into a lease directly with Landlord; (b)
rental for the Offer Space shall be at the same rent per square foot as set
forth in the Federal Lease; (c) the terms of the offer must be acceptable to
the Landlord; and (d) Landlord shall not be obligated to license to Federal
more than three (3) parking spaces for each full 1,000 square feet of
additional space leased by Federal, with the fee for such additional spaces to
be at the same rate as for the spaces licensed to Federal under the Federal
Lease. If Federal exercises the Federal ROFR and the offer is acceptable to
Landlord, then Landlord agrees to amend the Federal Lease through the term of
the Federal Lease to include the Offer Space and also to accept the surrender
of the Offer Space from Interactive on the same terms and conditions as
specified in
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the first paragraph of Section 1 of this Agreement; provided, however, the
number of parking spaces surrendered shall be in accordance with Section 10(d)
below and the Base Rent and Tenant's Pro Rata Share of Operating Expenses and
Taxes shall also be proportionately reduced. If Federal does not exercise the
Federal ROFR within five (5) business days after receipt of Interactive's notice
or the terms of the offer are not acceptable to Landlord, then Federal shall
have waived the Federal ROFR with respect to such offer, but not with respect to
any subsequent offers. In no event shall the Federal ROFR apply during any
extension of the Federal Lease pursuant to Section 2.2 of the Federal Lease,
but, if the Federal ROFR has been exercised prior to July 31, 1999, and the term
of the Lease has been extended pursuant to Section 2.2 of the Lease, then such
extension shall apply to all of the space then leased under the Federal Lease
including, but not limited to, space leased pursuant to the Federal ROFR.
5. Expansion Option. Federal shall also have an on-going option through
July 31, 1999 (the "Federal Expansion Option"), to lease all or any portion of
the Expansion Space which has not been leased to a third party after a failure
by Federal to exercise the Federal ROFR with respect to such space under Section
4 above; provided, however, the term of the lease with respect to such Expansion
Space may commence no earlier than November 1, 1998, and no later than July 31,
1999. The Federal Expansion Option must be exercised, and the lease of such
Expansion Space shall be, in accordance with the following terms and conditions.
Federal may notify Interactive and Landlord of its wish to exercise the Federal
Expansion Option at any time and from time to time on or before ninety (90) days
prior to the date upon which the lease with respect to such Expansion Space is
to commence and of the portion of the Expansion Space to be so leased. Upon each
such exercise of the Federal Expansion Option, the Federal Lease shall be
amended to add the portion of the Expansion Space so designated as a portion of
the Federal Premises, effective as of the commencement date with respect to such
Expansion Space specified in Federal's notice; provided, however, as of the
effective date of such expansion, the rental under the Federal Lease shall be
increased to at all times reflect that the rental of the Expansion Space is to
be at the same rent per square foot from time to time as is applicable under the
Federal Lease to the original Federal Premises. In addition, Landlord shall not
be obligated to license to Federal more than three (3) additional parking spaces
for each 1,000 square feet of additional space leased by Federal, with the fee
for such additional spaces to be at the same rate as for the spaces licensed to
Federal under the Federal Lease. If Federal exercises the Federal Expansion
Option, then Landlord agrees to accept the surrender of, and Interactive agrees
to surrender, the applicable portion of the Expansion Space on the same terms
and conditions as specified in the first paragraph of Section 1 of this
Agreement; provided, however, the number of parking spaces surrendered shall be
in accordance with Section 10(d) below and the Base Rent and Tenant's Pro Rata
Share of Operating Expenses and Taxes shall also be proportionately reduced. In
no event shall the Federal Expansion Option apply during any extension of the
Federal Lease pursuant to Section 2.2 of the Federal Lease but, if the Federal
Expansion Option has been exercised so that the Federal Lease includes portions
of the Expansion Space prior to July 31, 1999, and the term of the Lease has
been extended pursuant to Section 2.2 of the Federal Lease, then such extension
shall apply to all of the space then leased under the Federal Lease including,
but not limited to, space leased pursuant to the Federal Expansion Option.
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6. Furniture. Interactive agrees that Federal shall have the right, at no
cost and expense, to use the Furniture now located within the Federal Premises
during the term of the Federal Lease, including any extension of the Federal
Lease pursuant to the provisions of Section 2.2 of the Federal Lease or
otherwise. In addition, if Federal exercises the Federal ROFR or the Federal
Expansion Option for any portion of the Expansion Space. Interactive agrees that
Federal shall have the right to use any of the Furniture which is now located in
such portion of the Expansion Space and, for the purposes of the remainder of
this Section 6, the term "Furniture" shall include such additional furniture
which Federal becomes entitled to use. Federal shall maintain the Furniture in
as good condition as at the commencement of the Federal Lease or the date the
applicable portion of the Expansion Space is added to the Federal Lease, as
applicable, ordinary wear and tear excepted. Upon expiration of the Federal
Lease, Federal shall surrender the Furniture to Interactive, and Interactive
shall remove the Furniture from the Federal Premises, no later than the
expiration of the Federal Lease. Landlord agrees that, notwithstanding anything
set forth in the Federal Lease to the contrary, Landlord shall look solely to
Interactive for the removal of such Furniture and for the enforcement of any
remedies arising out of the failure of Interactive to remove such Furniture.
Federal acknowledges that, except for Landlord's payment obligations pursuant to
the next paragraph of this Section 6. Landlord has no responsibility to Federal
of any type with respect to the Furniture and Federal's failure to obtain the
use of the Furniture, or loss of use of such Furniture, for any reason shall not
affect the Federal Lease.
Anything in the foregoing to the contrary notwithstanding, if Federal
wishes to continue to use the Furniture on the Federal Premises for any period
after July 31, 1999, and so notifies Interactive on or before May 31, 1999, (a)
Interactive shall, if Interactive has not previously done so, acquire fee
ownership of the Furniture then on the Federal Premises, as the Federal Premises
may have been expanded pursuant to Sections 4 and/or 5 above; (b) Interactive
shall permit Federal to continue to use the Furniture on the Federal Premises
until the earlier of (i) receipt by Interactive of notice from Federal that
Federal no longer wishes to use the Furniture or (ii) the date Federal ceases to
occupy the Federal Premises; and (c)Landlord shall pay to Interactive, in
consideration for Federal's use of the Furniture after July 31, 1999, the sum of
(i) $500 per month for each month after July 31, 1999, that Federal uses the
Furniture that was on the first floor of the Leased Premises and (ii) the sum of
$500 per month for each month after July 31, 1999, that Federal uses the
Furniture that was located on the Expansion Space, which sums shall be paid by
Landlord to Interactive on or before ten (10) days after the first day of each
calendar month that the Furniture is used by Federal after July 31, 1999;
provided, however, if Federal has, as of July 31, 1999, occupied some but not
all of the Expansion Space, then such $500 sum applicable to the Expansion Space
shall be equitably reduced to reflect the fact that Federal is entitled to use
only the Furniture that was on the portion of the Expansion Space occupied by
Federal. Upon termination of Federal's right to use the Furniture during such
period after July 31, 1999. Interactive shall, as required in the first
paragraph of this Section 6, promptly remove the Furniture from all of the
Federal Premises.
7. Computer/Switch Room. Federal hereby grants to Interactive a license
to enter the Federal Premises for the limited purpose of accessing the
Computer/Switch Room of Interactive located on the first floor of Building B.
Interactive shall exercise such license in a
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manner that does not interrupt, and that minimizes the interference with,
Federal's use and enjoyment of the Federal Premises. Interactive agrees to
indemnify and hold harmless Federal from and against any loss, damage or
liability arising out of the exercise of this license by Interactive, or its
employees, agents, contractors or invitees.
8. Brokerage. Interactive hereby agrees to pay to the Brokers (defined
in the Federal Lease) all commissions due to the Brokers arising out of the
Federal Lease or any extension or renewal thereof; arising out of this
Agreement, including but not limited to any commissions owing as a result of
the exercise of the Federal ROFR and/or the Federal Expansion Option: and
arising out of any exercise by Federal of the extension right set forth in
Section 2.2 of the Federal Lease. Interactive shall indemnify and save harmless
Landlord and Federal from and against any and all liabilities, claims, suits,
demands, judgments, costs, interests and expenses to which Landlord or Federal
may be subject or suffer by reason of any claim made by any person, firm or
corporation other than the Brokers for any commission, expense or other
compensation as a result of the execution and delivery of the Federal Lease and
based on alleged conversations or negotiations by said person, firm or
corporation with Interactive.
9. Deficiency Obligation. Interactive shall pay to Landlord the
following amounts, as determined on a monthly basis:
(a) During the period from the Commencement Date under the Federal
Lease through October 31, 1998, the excess of (i) the payments for such
month which would have been owing to Landlord by the Sublandlord under the
Original Lease for all Base Rent, rental tax and other charges of any type
(except for the Tenant's Pro Rata Shares of Operating Expenses and Taxes
payable under Articles 7(A) and 7(B) of the Original Lease) with respect to
the Federal Premises but for the execution of this Agreement and (ii) the
payments for such month to be received by Landlord from Federal under the
Federal Lease, whether or not such payments are actually received from
Federal; and
(b) During the period from the later of (i) the Commencement Date
under the Federal Lease or (ii) November 1, 1998, through July 31, 1999,
the excess of (A) the payments for such month which would have been owing
to Landlord by Interactive under the Interactive Prime Lease for all Base
Rent, rental tax and other charges of any type with respect to the Federal
Premises (as such Federal Premises may have been expanded pursuant to
Sections 4 and 5 of this Agreement) but for the execution of this Agreement
and (B) the payments for such month to be received by Landlord from Federal
under the Federal Lease (including but not limited to payments received as
a result of the expansion of the Federal Premises pursuant to Sections 4
and 5 of this Agreement), whether or not such payments are actually
received from Federal under the Federal Lease.
The determination of such amounts shall be made by Landlord in the exercise of
Landlord's reasonable discretion and, unless otherwise appropriate, the
calculations of amounts which would have been owing to Landlord under
Subsections (a)(i) and (b)(i) above for the Federal Premises shall
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be made on the basis of square footage of the Federal Premises and New Common
Areas and the square footage of the Leased Premises remaining subject to the
Original Lease or the Interactive Prime Lease, as applicable. All payments
owing by Interactive under this Section 9 shall be due and payable within
fourteen (14) days after receipt by Interactive of a statement therefor.
Statements for such sums shall be sent to Interactive at the address of
Interactive established by the Interactive Prime Lease. The failure of Landlord
to receive any such payment within fourteen (14) days after the receipt by
Interactive of such statement shall constitute a default by Interactive under
Article 23(A)(i) of the Interactive Prime Lease which, if not cured within ten
(10) days after notice from Landlord, shall entitle Landlord, in addition to
any other rights and remedies Landlord may have at law or in equity for such
failure, to exercise the remedies set forth in Article 23 of the Lease and to
consider the amounts owing hereunder to be unpaid Rent owing and in default
under the Interactive Prime Lease.
10. Parking Amendments. The parking provisions of the various Parking
Agreements are hereby amended and clarified as follows:
(a) This Agreement and the surrender by Interactive of the Surrender
Space shall not affect the continued applicability of Paragraph 20 of
Rider One to the Interactive Sublease and the Interactive Sublease shall
be considered to still be in full force and effect for the purposes of
said Paragraph 20 despite the effect of any of the provisions of this
Agreement on the Interactive Sublease or the Sublease Premises thereunder.
(b) The Interactive 20th Floor Parking Agreement shall not be
affected by this Agreement.
(c) Interactive, effective as of the Commencement Date of the
Federal Lease, shall have the license under the Interactive Building B
Parking Agreement to use only up to seven (7) of the forty-one (41)
covered non-reserved or roof top parking spaces now licensed under the
Inactive Building B Parking Agreement and shall not have the right to use
any of the three (3) covered reserved spaces now licensed to Interactive
under the Interactive Building B Parking Agreement.
(d) If Federal from time to time exercises the Federal ROFR and/or
the Federal Expansion Option, Interactive's license to use the seven (7)
non-reserved covered spaces or roof top spaces which continue to be
licensed to Interactive after the Commencement Date for the Federal Lease
shall be reduced for such seven (7) spaces in accordance with the
following schedule:
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CUMULATIVE ADDITIONAL SQUARE CUMULATIVE REDUCTION IN SPACES
FEET OF SPACE LEASED BY FEDERAL LICENSED TO INTERACTIVE
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0-999 0
1000-1999 3
2000-2999 6
Over 3000 7
11. CONTINGENCIES. This Agreement shall be effective only upon execution
and delivery hereof by all of the parties hereto. This Agreement is expressly
contingent upon the execution and delivery of the Federal Lease by Landlord and
Federal.
12. NOTICES. All notices, demands, requests, consents, approvals, offers,
statements and other instruments or communications required or permitted to be
given hereunder shall be in writing; shall be either hand delivered, delivered
by respectable priority overnight delivery service, or mailed by first class
registered or certified mail, postage prepaid, addressed to the address for
such party set forth above, or to such other address as any party shall
designate to the others in writing; and shall be deemed to have been given when
delivered or three (3) days after being mailed. Notwithstanding the foregoing,
any notice changing the address of a party shall not be deemed given until
received by the party to whom it was addressed.
13. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute one and
the same instrument. The partially executed signature page of any counterpart
of this Agreement may be attached to any other partially executed counterpart
of this Agreement without impairing the legal effect of the signature(s) on
such signature page.
14. INTERPRETATION. Except as set forth herein, the Original Lease, the
Interactive Sublease and the Interactive Prime Lease shall remain unmodified
and in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first set forth above.
INTERACTIVE FLIGHT TECHNOLOGIES INC.
By: /s/ XXXX X. XXXXXXXX
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Name: Xxxx X. Xxxxxxxx
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Title: Treasurer
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SAMARITAN HEALTH SYSTEM
By:
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Name:
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Title:
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FEDERAL INSURANCE COMPANY
By: /s/ XXXX X. X'XXXXXXXX
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Name: Xxxx X. X'Xxxxxxxx
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Title: Vice President
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METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
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Title: Asset Manager
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