Exhibit 2.18
FORBEARANCE AGREEMENT
THIS FORBEARANCE AGREEMENT, dated as of April 7, 2003 (as amended,
modified or supplemented from time to time, this "Agreement"), by and among
Corporacion Durango, S.A. de C.V., a corporation (sociedad anonima de capital
variable) organized under the laws of the United Mexican States (the "Company"),
the holders of the Notes (as defined below) whose names appear on Schedule 1
hereto (collectively, together with their permitted transferees, the "Initial
Signatory Holders"), other holders of Notes (as defined below) who from time to
time indicate a willingness to be bound by this Agreement in accordance with
Section 1.5(c) hereof (collectively, together with the Initial Signatory
Holders, the "Holders") and Xxxxxxx XxXxxxxxx LLP as initial paying agent
("Xxxxxxx").
BACKGROUND
A. The Company and Xxxxx Fargo Bank Minnesota, N.A. (not in its
individual capacity but solely in its capacity as trustee, as the same may be
replaced or succeeded from time to time, the "Notes Trustee") are parties to (i)
an Indenture, dated as of July 25, 1996 (as supplemented by the Instrument of
Resignation, Appointment and Acceptance (the "Instrument"), dated February 5,
2003, among the Company, the Notes Trustee and JPMorgan Chase Bank, and as
further amended, modified or supplemented from time to time, the "2003 Note
Indenture"), pursuant to which the Company issued $250,000,000 in aggregate
principal amount of its 12 5/8% Notes, due 2003 (the "2003 Notes"), (ii) an
Indenture, dated as of February 5, 2001 (as supplemented by the Instrument, the
First Supplemental Indenture, dated October 8, 2001, and the Second Supplemental
Indenture, dated June 24, 2002, and as further amended, modified or supplemented
from time to time, the "2006 Note Indenture"), pursuant to which the Company
issued $301,743,000 in aggregate principal amount of its 13 1/8% Notes, due 2006
(the "2006 Notes"), (iii) an Indenture, dated as of September 13, 2001 (as
supplemented by the Instrument, the First Supplemental Indenture, dated October
8, 2001, and the Second Supplemental Indenture, dated June 24, 2002, and as
further amended, modified or supplemented from time to time, the "2008 Note
Indenture"), pursuant to which the Company issued $10,363,000 in aggregate
principal amount of its 13 1/2% Notes, due 2008 (the "2008 Notes"), and (iv) an
Indenture, dated as of June 24, 2002 (as supplemented by the Instrument, and the
First Supplemental Indenture, dated June 24, 2002, and as further amended,
modified or supplemented from time to time, the "2009 Note Indenture" and,
together with the 2003 Note Indenture, the 2006 Note Indenture and the 2008 Note
Indenture, collectively, the "Note Indentures", and, the Note Indentures,
together with the Notes (as defined below) and all other documents, instruments
and agreements relating thereto, as amended, modified or supplemented from time
to time, collectively, the "Note Documents"), pursuant to which the Company
issued $175,000,000 in aggregate principal amount of its 13 3/4% Notes, due 2009
(the "2009 Notes" and, together with the 2003 Notes, the 2006 Notes and the 2008
Notes, collectively, the "Notes").
B. The Initial Signatory Holders collectively hold (or have
discretionary authority to vote) Notes in the principal amounts and in the
series set forth on Schedule 1.
C. Certain circumstances (collectively, the "Existing Events") have
occurred which would or, with the passage of time or the giving of notice or
both, could permit holders of the Notes to exercise, directly or through the
Notes Trustee, their rights and remedies available under the Note Indentures,
the other Note Documents and applicable law, including, without limitation: (i)
the failure to make payment of interest due under the 2009 Notes, as required by
such Notes and the 2009 Note Indenture, on January 15, 2003, (ii) the failure to
make payment of interest due under the 2003 Notes, the 2006 Notes and the 2008
Notes as required by such Notes, on February 1, 2003; (iii) the failure to make
certain principal payments due under other indebtedness of the Company having an
outstanding principal amount of more than $25,000,000.
D. The Company and the Initial Signatory Holders wish to enter into
good faith discussions regarding a potential consensual restructuring of the
Company's capital structure (the "Restructuring").
AGREEMENT
NOW, THEREFORE, in consideration of the premises contained in the
Background incorporated herein, and for other good and valuable consideration,
the receipt and legal sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the Company and the Initial Signatory
Holders (each as to itself) agree as follows:
ARTICLE I
FORBEARANCE AND OTHER AGREEMENTS
1.1 Forbearance Period. Subject to the terms and conditions of this
Agreement, and without waiving the Existing Events, the Holders shall forbear
from taking any action or commencing any proceeding to enforce their rights or
remedies pursuant to the Note Documents and applicable law until the earlier to
occur of the following (such date, the "Forbearance Termination Date", and the
period ending on such date, the "Forbearance Period"): (i) June 30, 2003, (ii)
the date of a default by the Company under Section 3.1 of this Agreement, (iii)
the date of entry of an order for relief under 11 U.S.C. ss. 101 et seq. (the
"Bankruptcy Code") or the declaration of a Concurso Mercantil, and (iv) the date
10 business days after the date holders of Indebtedness aggregating more than
$5,000,000 in principal amount attach assets of the Company or any Restricted
Subsidiary. This Agreement shall terminate on the Forbearance Termination Date.
1.2 Good Faith Negotiations. The parties hereto shall negotiate in
good faith concerning the Restructuring.
1.3 Cooperation; Access to Information. During the Forbearance Period,
the Company and its Subsidiaries shall cooperate in all reasonable respects with
the Initial Signatory Holders and their advisors in connection with their
investigation and analysis of the Company, its Subsidiaries, and the
Restructuring, and shall make reasonably available to the Initial Signatory
Holders and their advisors who have signed confidentiality agreements dated
after April 1, 2003 (collectively, the "Restricted Persons") the facilities,
personnel and books and records of the Company and its Subsidiaries in
connection therewith. Without limiting the foregoing, the Company and its
Subsidiaries shall make reasonably available to the Restricted
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Persons in a timely manner such financial and other information as may be
reasonably requested by any of them from time to time. During the Forbearance
Period, the Company and its Subsidiaries shall provide reasonable access and
permit the Restricted Persons to visit and inspect the properties of the Company
and its Subsidiaries upon reasonable notice in furtherance of their
investigation and analysis of the Company and its Subsidiaries. Each Initial
Signatory Holder hereby acknowledges and agrees that the information provided by
the Company and its Subsidiaries to the Restricted Persons pursuant to this
Section 1.3 shall be subject to the terms and conditions of the confidentiality
agreements (the "Confidentiality Agreements") by and between the Company and
each Restricted Person.
1.4 Negative Covenants. During the Forbearance Period, without the
express written consent of Initial Signatory Holders holding a majority in
aggregate principal amount of all Notes held by the Initial Signatory Holders at
such time, neither the Company nor any Restricted Subsidiary shall: (a) except
as may otherwise be required by applicable law, pay any Restricted Payment,
management fee, salary or bonus to any stockholder or Affiliate of the Company,
except salaries paid in the ordinary course of business (at the levels
heretofore paid) to persons employed by the Company, (b) enter into any
combination, consolidation or merger with any person, (c) enter into any
agreement or binding understanding (other than this Agreement and the
Confidentiality Agreements) with any of the Holders, (d) make any payment to any
other holder of unsecured Indebtedness of the Company or any Restricted
Subsidiary, other than payments made in accordance with Section 1.5(f) of this
Agreement, (e) make any prepayment of any secured debt of the Company or any
Restricted Subsidiary unless the Company simultaneously makes a ratable payment
to the holders of the Notes, (f) incur any Indebtedness in an aggregate
principal amount exceeding $2,000,000, other than Indebtedness permitted by
subsection (iii), (v) or (vi) of Section 1008(a) of the 2009 Note Indenture, (g)
consummate any Asset Sale involving the assets of the Company or any Subsidiary
Guarantor unless, in the ease of the sale of assets of a Subsidiary Guarantor,
Section 1.5(e) hereof is complied with, or (h) encumber any assets of the
Company or any Restricted Subsidiary, other than as permitted under subsection
(h) of the second paragraph of Section 1014 of the 2009 Note Indenture. Nothing
in this Section 1.4 shall prohibit payments between and among Subsidiary
Guarantors, and ordinary course, arms-length transactions between and among
Subsidiaries, or a sale of Durango XxXxxxxx Paper Company.
1.5 Affirmative Covenants. The Company covenants that:
(a) It shall deliver its business plan to the financial advisor to the
Initial Signatory Holders not later than April 8, 2003, and a proposed
restructuring plan not later than April 18, 2003.
(b) Upon the Company receiving written notice from Xxxxxxx that, based
on the information referred to in Section 2.7 hereof, the counterparts of this
Agreement delivered to the Company, duly executed by the Initial Signatory
Holders, represent at least 48% of the aggregate principal amount of the 2006
Notes and at least 35% of the aggregate principal amount of the 2009 Notes (such
date, the "Initial Payment Date"), it shall pay to Xxxxxxx, for the benefit of
such Initial Signatory Holders, cash in an aggregate amount equal to 2% of the
principal amount of Notes held by such Initial Signatory Holders (such payment,
the "Initial Forbearance Fee Payment"). Xxxxxxx shall distribute as a
forbearance fee to each Initial Signatory Holder
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2% of the principal amount of the Notes which such Initial Signatory Holder
represents to Xxxxxxx is held by it. The Initial Forbearance Fee Payment shall
be deemed made by the Company upon payment to Xxxxxxx.
(c) Within five business days after the Initial Payment Date (such
date, the "Announcement Date"), it shall give notice through The Depository
Trust Company, New York, in form and substance satisfactory to the Company and
the Initial Signatory Holders, that (i) the Company has entered into a
Forbearance Agreement with the Initial Signatory Holders and (ii) during the
period of 30 business days after the Announcement Date (the "Joinder Period"),
the Company will accept the joinder of other holders of Notes as parties to this
Agreement. Such notice shall set forth the material terms of the Forbearance
Agreement, including the right of such other holders of Notes to receive their
pro rata share of the Subsequent Forbearance Fee Payment (as defined below), and
shall establish the procedures for joinder and for receiving such payment;
(d) Within two business days after the expiration of the Joinder
Period (the "Second Payment Date"), it shall pay to a Person mutually acceptable
to the Company and the Initial Signatory HoLders (the "Paying Agent"), for the
benefit of holders of Notes that comply with the procedures established by the
Company pursuant to clause (c) above and thereby become parties to this
Agreement (the "Subsequent Signatory Holders"), cash in an aggregate amount
equal to 2% of the principal amount of the Notes held by the Subsequent
Signatory Holders (the "Subsequent Forbearance Fee Payment"). The Paying Agent
shall distribute to each Subsequent Signatory Holder as a forbearance fee 2% of
the principal amount of Notes held by such Subsequent Signatory Holder. The
Subsequent Forbearance Fee Payment shall be deemed made by the Company upon
payment to the Paying Agent;
(e) If a Subsidiary which is a guarantor of any of the Notes (a
"Subsidiary Guarantor") engages in an Asset Sale, the proceeds of such Asset
Sale will (i) be retained by such Subsidiary Guarantor, or (ii) be transferred
in whole or in part to one or more Subsidiary Guarantors, and, in either case,
shall not be transferred in whole or in part by any means to any Person other
than a Subsidiary Guarantor without the written consent of Initial Signatory
Holders holding (or controlling) at least two-thirds in aggregate principal
amount of the Notes then held (or controlled) by the Initial Signatory Holders;
and
(f) Neither the Company nor any Subsidiary shall pay to any holder of
Indebtedness a forbearance fee (however denominated, and whether or not pursuant
to a written agreement) in an amount greater than 2% of the principal amount of
Indebtedness held by such holder.
1.6 Reasonable Efforts. Each Initial Signatory Holder shall, as soon
as practicable after the date hereof, communicate with other holders of Notes
known to it regarding this Agreement and shall use reasonable efforts to cause
such other holders to join as parties to this Agreement; provided, however, that
such efforts shall not, inter alia, require such Holder to pay any consideration
to such other holders.
1.7 Transfer of Notes. No Initial Signatory Holder shall sell or
transfer any of the Notes unless, prior to or simultaneously with such transfer,
it causes its transferee to deliver
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to the Company a counterpart of this Agreement duly executed by such transferee,
who thereupon shall be deemed to be an "Initial Signatory Holder" hereunder.
This restriction shall not apply if such transferee is already a party to this
Agreement.
1.8 Direction not to Xxx. In the event that any holders of Notes
request the Notes Trustee to institute proceedings pursuant to the Notes
Indentures, each Holder shall, within the time period provided under Section
507(e) of the Notes Indentures, instruct the Notes Trustee in writing not to
institute such proceedings.
1.9 Appointment of Xxxxxxx as Paying Agent. The Initial Signatory
Holders hereby appoint Xxxxxxx as their paying agent hereunder for purposes of
making the Initial Forbearance Fee Payment, and Xxxxxxx hereby accepts such
employment. Each Initial Signatory Holder irrevocably authorizes Xxxxxxx to take
the action on its behalf under the provisions of this Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 Payments of Unsecured Indebtedness. The Company hereby represents
and warrants that neither it nor any Restricted Subsidiary has made any payment,
or provided any guarantee (other than a guarantee by the Subsidiary Guarantors
to Bank of America, N.A. granted on February 25, 2003, of Indebtedness not
exceeding $17,000,000 outstanding under the Credit Agreement dated July 26,
2002, among Durango Georgia Receivables Company, Bank of America, N.A. and the
Company), collateral security or other credit support in respect of unsecured
Indebtedness since November 29,2002.
2.2 Accuracy and Completeness of Information. The Company hereby
represents and warrants that all factual information, taken as a whole, provided
in writing by the Company to the Initial Signatory Holders in accordance with
Section 1.3 hereof, is true in all material respects as of the date as of which
such information is dated and not incomplete by omitting to state any fact
necessary to make such information, taken as a whole, not misleading at such
time in light of the circumstances under which such information was provided;
provided, however, that no representation or warranty is made in respect of any
projections or other prospective information.
2.3 Organization and Location. Each of the Company and the Initial
Signatory Holders represents and warrants, as to itself, that
(a) such person or entity ("Person") is duly formed, validly existing
and in good standing (to the extent that such concept is recognized in such
jurisdiction) under the laws of its jurisdiction of formation, and is duly
authorized to do business and is duly qualified in all jurisdictions wherein the
nature of its businesses or properties makes such qualification necessary, and
has the power to own its properties and to carry on its business as now
conducted; and
(b) such Person has the requisite power and authority to deliver and
perform this Agreement and all of the documents executed by it in connection
herewith.
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2.4 Authorization; Valid and Binding Agreement. Each of the Company
and the Initial Signatory Holders represents and warrants, as to itself, that
all action required to be taken by such Person and its officers, directors and
stockholders and all actions required to be taken by the principals of such
Person for the authorization, execution, delivery and performance of this
Agreement and the other documents executed in connection herewith have been
taken. Each person executing this Agreement on behalf of such Person is an
authorized officer of such Person. This Agreement and each of the other
documents executed in connection herewith constitute legal, valid, and binding
obligations of such Person, enforceable against such Person in accordance with
their respective terms, subject only to bankruptcy, insolvency, reorganization,
moratorium and other laws or equitable principles affecting creditors rights
generally.
2.5 No Conflict Government Approvals. Each of the Company and the
Initial Signatory Holders represents and warrants, as to itself:
(a) The execution, delivery and performance by such Person of this
Agreement and the other documents executed in connection herewith will not:
(i) conflict with, violate or result in the breach of any
provisions of any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award applicable to such Person; or
(ii) conflict with or result in the breach of any provision of
its certificate of incorporation, operating agreement, charter and/or
by-laws;
(b) No authorization, consent or approval of, or other action by, and
no notice of or filing with, any governmental authority or regulatory body is
required to be obtained or made by such Person for the due execution, delivery
and performance of this Agreement.
2.6 Third Party Consents. Each of the Company and the Initial
Signatory Holders represents and warrants, as to itself, that the execution,
delivery and performance by such Person of this Agreement and the other
documents executed in connection herewith will not:
(a) require any consent or approval of any other Person which has not
been obtained prior to, and which is not in full force and effect as of, the
date of this Agreement;
(b) result in the breach of, default under, or cause the acceleration
of any obligation owed under any loan, credit agreement, note, security
agreement, lease indenture, mortgage, loan document or other agreement by which
such Person is bound or affected; or
(c) result in, or require the creation or imposition of, any lien or
encumbrance on any of the properties or assets of such Person.
2.7 Holdings Accurate. Each of the Initial Signatory Holders
represents and warrants that the information it provided to Xxxxxxx regarding
its holdings of Notes is true and correct.
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ARTICLE III
DEFAULTS AND REMEDIES
3.1 Defaults. It shall constitute default under this Agreement if (i)
the Company fails to materially perform or observe any covenant, term or
agreement contained in this Agreement, or (ii) any representation or warranty
made by the Company in this Agreement proves to be incorrect in any material
respect.
3.2 Note Documents; Applicable Law. Upon and at any time after the
Forbearance Termination Date, the Holders may, in their sole discretion, enforce
any or all of their rights and remedies against the Company under this
Agreement, the Note Documents, and/or applicable law.
ARTICLE IV
MISCELLANEOUS
4.1 Remedies Cumulative: No Waiver. The respective rights, powers and
remedies of the Holders under this Agreement and the Note Documents are
cumulative and not exclusive of any right, power or remedy provided in the Note
Documents, or by law or equity, and no failure or delay on the part of the
Holders in the exercise of any right, power or remedy shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or remedy
preclude any other or further exercise thereof, or the exercise of any other
right, power or remedy. Except as otherwise provided herein, nothing contained
in this Agreement or in any prior communications between or among the Company
and the Holders shall constitute a waiver or modification of any rights or
remedies that the Holders may have under the Note Documents, applicable law or
otherwise.
4.2 No Tolling. Notwithstanding any other provision herein, if
following the expiration of the Forbearance Period, any Holder delivers to the
Notes Trustee and the Company a notice as to a Default occurring during or prior
to the Forbearance Period (including, without limitation, as to any of the
Existing Events), then such notice shall be deemed to have been delivered on the
first day (which shall be specified in such notice) upon which it could have
been delivered following the applicable Default if this Agreement had not been
in effect.
4.3 Notices. Any notice given pursuant to this Agreement or pursuant
to any document related hereto or thereto shall be in writing, including
telecopies. Notice given by telecopy shall be deemed to have been given and
received when sent. Notice given by overnight mail courier shall be deemed to
have been given and received one (1) day after the date delivered to such
overnight courier by the party sending such notice. Notice by mail shall be
deemed to have been given and received three (3) days after the date deposited,
when sent by first class certified mail, postage prepaid, and addressed as
follows:
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To the Company:
Corporacion Durango, S.A. de C.V.
Potasio 000
Xxxxxx Xxxxxxxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx CP 34220
Attn: C.P. Xxxxxx Xxxxxx xx Xxxxxxx
Telecopier: 52 000 000 0000
With copies to;
Corporacion Durango, S.A. de C.V.
World Trade Center
Montecito 38, Piso 22, Of. 00
Xxxxxxx Xxxxxxx
XX 00000, Xxxxxx D.F.
Attn: Lic. Xxxxxxx Xxxxxxxx Xxxxxxx
Telecopier: 52 55 5488 3153
White & Case LLP
000 Xxxxx Xxxxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxx-Xxxxx
Telecopier: (000) 000-0000
To any Holder:
through
Xxxxxxx XxXxxxxxx LLP
Xxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxx and Xxxxxxx X. Xxxxxx
Telecopier: (000) 000-0000
With a copy to:
Xxxxxxx XxXxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn.: Xxxxxxx X. Xxxxxx
Telecopier: (000) 000-0000
A party may change his or its address by giving written notice of the changed
address to the other parties, as specified herein.
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4.4 Restructuring Negotiations. In connection with the Restructuring,
the Company and the Holders acknowledge that (i) discussions among the Company
and the Holders do not evidence an agreement on the Company's or the Holders'
part to modify or workout the Existing Events or the Company's obligations under
the Note Documents; (ii) any statements, questions or comments posed or made by
the Company, the Holders or their advisors during any discussions or meetings
should not be considered by the other parties to be a binding commitment by the
Company or the Holders (as applicable) to accede to any requests or proposals
made by the other parties during any such discussions or meetings; (iii) even if
any understanding in principle is reached on the terms of the Restructuring at
any time, neither the Company nor the Holders shall be legally bound until the
appropriate approvals shall have been obtained, and until all parties have
signed definitive documents evidencing such agreement; and (iv) any discussions
concerning the terms of the proposed Restructuring shall in no way invalidate,
nullify or waive the Holders' rights and remedies under the existing Note
Documents or, except as provided herein, signify the Holders' agreement to
postpone the exercise of any of their respective remedies under their respective
Note Documents. The parties contemplate that these discussions may be lengthy
and complex and, while the parties may reach agreement on one or more
preliminary matters that are part of the disputes and issues that they are
trying to resolve, the parties agree that none of them shall be bound by any
agreement until said agreement has been reduced to a written agreement signed by
each of the parties. Thus, no party may rely upon (i) any understanding or
agreement which is not reduced to a signed written agreement or (ii) the
existence of the negotiations.
4.5 Survival of Representations and Warranties. All representations
and warranties of the Company and the Initial Signatory Holders contained in
this Agreement and in all documents executed in connection herewith shall
survive the execution of this Agreement, notwithstanding any investigation made
by any Person on the Company's or such Holders' behalf.
4.6 Defined Terms; Headings. Capitalized terms used herein and not
defined shall have the respective meanings ascribed to them in the 2009 Note
Indenture. The headings and underscoring of articles, sections and clauses have
been included herein for convenience only and shall not be considered in
interpreting this Agreement.
4.7 Governing Law. This Agreement and all documents executed in
connection herewith shall be construed in accordance with and governed by the
internal laws of the State of New York without reference to conflict of laws
principles.
4.8 Integration. This Agreement and all documents executed in
connection herewith, including, without limitation, the Note Documents,
constitute the sole agreement of the parties with respect to the subject matter
hereof and thereof and supersede all oral negotiations and prior writings with
respect to the subject matter hereof and thereof.
4.9 Amendment and Waiver. No amendment of this Agreement, and no
waiver, discharge or termination of any one or more of the provisions thereof,
shall be effective unless set forth in writing and signed by the Company and
Initial Signatory Holders collectively holding (or controlling) a majority in
aggregate principal amount of Notes then held (or controlled) by the Initial
Signatory Holders. The parties acknowledge and agree that this
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Agreement shall be deemed to be amended to include as parties hereto the holders
of Notes that comply with the procedures for joinder established by the Company
pursuant to Section 1.5(c).
4.10 Successors and Assigns. This Agreement shall be binding upon the
Company, the Holders and their respective nominees, transferees, successors and
assigns, and shall inure to the benefit of the Company and the Holders.
4.11 Severability of Provisions. Any provision of this Agreement that
is held to be inoperative, unenforceable, void or invalid in any jurisdiction
shall, as to that jurisdiction, be ineffective, unenforceable, void or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability or validity of that provision in any other
jurisdiction, and to this end the provisions of this Agreement are declared to
be severable.
4.12 Counterparts; Effectiveness. This Agreement may be executed in
any number of counterparts and by the different parties on separate
counterparts, and each such counterpart shall be deemed to be an original, but
all such counterparts shall together constitute one and the same instrument.
This Agreement shall be deemed to have been executed and delivered when the
Company has received counterparts hereof executed by the Initial Signatory
Holders.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first written above.
CORPORACION DURANGO, S.A. de C.V.
By: /s/ Xxxxxx Xxxxxx xx Xxxxxxx
------------------------------------------
Name: Xxxxxx Xxxxxx xx Xxxxxxx
Title: Chief Financial Officer
INITIAL SIGNATORY XXXXXX
Xxxx Xxxxxxx Life Insurance Company*
---------------------------------------------
Name of Initial Signatory Holder
By: /s/ Xxxxxxx XxXxxx
------------------------------------------
Name: Xxxxxxx XxXxxx
Title: Managing Director
*Owns or controls
For purposes of Sections 1.5(a) and (d) and 1.9
only:
XXXXXXX XXXXXXXXX LLP
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Partner
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first written above.
CORPORACION DURANGO, S.A. de C.V.
By: /s/ Xxxxxx Xxxxxx xx Xxxxxxx
------------------------------------------
Name: Xxxxxx Xxxxxx xx Xxxxxxx
Title: Chief Financial Officer
INITIAL SIGNATORY HOLDER
FEDERATED GLOBAL INVESTMENT MGMT. CORP.
(as Attorney-in-Fact)
---------------------------------------------
Name of Initial Signatory Holder
By: /s/ Xxxxxx Xxxxxxx-Xxxx
------------------------------------------
Name: Xxxxxx Xxxxxxx-Xxxx
Title: Vice President / Portfolio Manager
For purposes of Sections 1.5(a) and (d) and 1.9
only:
XXXXXXX XXXXXXXXX LLP
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Partner
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first written above.
CORPORACION DURANGO, S.A. de C.V.
By: /s/ Xxxxxx Xxxxxx xx Xxxxxxx
------------------------------------------
Name: Xxxxxx Xxxxxx xx Xxxxxxx
Title: Chief Financial Officer
INITIAL SIGNATORY XXXXXX
Xxxx Xxxxxxx Funds
---------------------------------------------
Name of Initial Signatory Holder
By: /s/ Xxxxxx X. Xxxxx III
------------------------------------------
Name: Xxxxxx X. Xxxxx III
Title: Vice President
For purposes of Sections 1.5(a) and (d) and 1.9
only:
XXXXXXX XXXXXXXXX LLP
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Partner
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first written above.
CORPORACION DURANGO, S.A. de C.V.
By: /s/ Xxxxxx Xxxxxx xx Xxxxxxx
------------------------------------------
Name: Xxxxxx Xxxxxx xx Xxxxxxx
Title: Chief Financial Officer
INITIAL SIGNATORY HOLDER
MARATHON SPECIAL OPPORTUNITY MASTER FUND
LTD./ MARATHON MASTER FUND LTD.
---------------------------------------------
Name of Initial Signatory Holder
By: /s/ Xxxxxxx Ronzette
------------------------------------------
Name: Xxxxxxx Ronzette
Title:
For purposes of Sections 1.5(a) and (d) and 1.9
only:
XXXXXXX XXXXXXXXX LLP
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Partner
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first written above.
CORPORACION DURANGO, S.A. de C.V.
By: /s/ Xxxxxx Xxxxxx xx Xxxxxxx
------------------------------------------
Name: Xxxxxx Xxxxxx xx Xxxxxxx
Title: Chief Financial Officer
GRAMERCY ADVISORS LLC
on behalf of certain funds or accounts
managed by it or its affiliates
By: /s/ Xxxxxx Xxxxxxxxxxxxx
------------------------------------------
Name: Xxxxxx Xxxxxxxxxxxxx
Title: Co-Managing Partner
By: /s/ Xxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Director of Research
For purposes of Sections 1.5(a) and (d) and 1.9
only:
XXXXXXX XXXXXXXXX LLP
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Partner
-15-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first written above.
CORPORACION DURANGO, S.A. de C.V.
By: /s/ Xxxxxx Xxxxxx xx Xxxxxxx
------------------------------------------
Name: Xxxxxx Xxxxxx xx Xxxxxxx
Title: Chief Financial Officer
INITIAL SIGNATORY HOLDER
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By: /s/ Xxxxxxxx X. Xxxx
------------------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Associate Director
For purposes of Sections 1.5(a) and (d) and 1.9
only:
XXXXXXX XXXXXXXXX LLP
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Partner
-16-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first written above.
CORPORACION DURANGO, S.A. de C.V.
By: /s/ Xxxxxx Xxxxxx xx Xxxxxxx
------------------------------------------
Name: Xxxxxx Xxxxxx xx Xxxxxxx
Title: Chief Financial Officer
INITIAL SIGNATORY HOLDER
PROVIDENT INVESTMENT MANAGEMENT, LLC, on
behalf of Provident Life and Accident
Insurance Company and Unum Life Insurance
Company of America
By: /s/ Xxx Xxxxxx
------------------------------------------
Name: Xxx Xxxxxx
Title: Vice President
For purposes of Sections 1.5(a) and (d) and 1.9
only:
XXXXXXX XXXXXXXXX LLP
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Partner
-17-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first written above.
CORPORACION DURANGO, S.A. de C.V.
By: /s/ Xxxxxx Xxxxxx xx Xxxxxxx
------------------------------------------
Name: Xxxxxx Xxxxxx xx Xxxxxxx
Title: Chief Financial Officer
INITIAL SIGNATORY HOLDER
CONTINENTAL CASUALTY COMPANY
Name of Initial Signatory Holder
By: /s/ Xxxx X. Xxxxxxxx, Xx.
------------------------------------------
Name: Xxxx X. Xxxxxxxx, Xx.
Title: Senior Vice President
For purposes of Sections 1.5(a) and (d) and 1.9
only:
XXXXXXX XXXXXXXXX LLP
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Partner
-18-
Schedule I
Names of Initial Signatory Holders
----------------------------------
Xxxx Xxxxxxx Funds
Xxxx Xxxxxxx Life Insurance Company
Federated Global Investment Management Corp.
Marathon Special Opportunity Master Fund Ltd. / Marathon Master Fund Ltd.
Gramercy Advisors LLC
Continental Casualty Company
Teachers Insurance and Annuity Association of America
Provident Investment Management, LLC / Provident Life and Accident Insurance /
Unum Life Insurance Company of America
--------------------------------------------------------------------------------
Principal Amount of 2003 Notes $ 0
held (or controlled) by the
Initial Signatory Holders
--------------------------------------------------------------------------------
Principal Amount of 2006 Notes $ 157,908,000
held (or controlled) by the
Initial Signatory Holders
--------------------------------------------------------------------------------
Principal Amount of 2008 Notes $ 0
held (or controlled) by the
Initial Signatory Holders
--------------------------------------------------------------------------------
Principal Amount of 2009 Notes $ 63,000,000
held (or controlled) by the
Initial Signatory Holders
