EXHIBIT 10.13(c)
U.S. INDUSTRIES, INC.
MASTER AGREEMENT
AMENDMENT AND CONSENT
DATED AS OF OCTOBER 30, 2002
This AMENDMENT AND CONSENT dated as of October 30, 2002, to
the Amendment, Restatement, General Provisions and Intercreditor Agreement dated
as of August 15, 2001 and amended and restated as of September 23, 2002, between
U.S. Industries, Inc. ("USI"), USI Global Corp., USI American Holdings, Inc.,
USI Atlantic Corp., Rexair Holdings, Inc., Rexair, Inc. and the other
subsidiaries of USI party thereto as Loan Parties, Wilmington Trust Company and
Xxxxx X. Xxxxxxxx, not in their individual capacities, but solely as Collateral
Trustees, Bank of America, N.A., as agent and the various bank and other lender
parties thereto (as amended, amended and restated, supplemented or otherwise
modified from time to time, the "MASTER AGREEMENT"). Capitalized terms used
without definition in this Amendment and Consent shall have the meanings set
forth in the Master Agreement.
W I T N E S S E T H:
WHEREAS, USI has agreed with holders of its 2003 Notes to
revise certain terms of its Exchange Offer (the "REVISED EXCHANGE OFFER")
pursuant to the Amended and Restated Offering Circular and Consent Solicitation
Statement dated September 9, 2002, as amended October 10, 2002 by USI and
certain of its Subsidiaries as Issuers in connection with the 2003 Notes;
WHEREAS, USI has made an offer to holders of its 7-1/4% Senior
Notes due December 1, 2006, in the original principal amount of $125,000,000
(the "2006 Notes") to purchase up to a maximum of $54,800,000 in aggregate
principal amount of the 2006 Notes (the "2006 NOTES TENDER OFFER") on the terms
and conditions set forth in the Offer to Purchase and Consent Solicitation
Statement dated as of October 24, 2002 by USI and certain of its Subsidiaries as
Issuers;
WHEREAS, the Loan Parties have requested that the Banks agree
to provide certain amendments to the Master Agreement, the Pledge and Security
Agreement and the Collateral Trust Agreement in connection with the Revised
Exchange Offer and the 2006 Notes Tender Offer, and consent to the terms and
conditions of the Revised Exchange Offer;
WHEREAS, the Banks are willing to grant the request of the
Loan Parties and waive compliance with certain provisions of the Master
Agreement and amend the Master Agreement, the Pledge and Security Agreement and
the Collateral Trust Agreement as hereinafter set forth;
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and subject to the
terms and conditions hereof, the parties hereto agree as follows:
SECTION 1. AMENDMENT OF MASTER AGREEMENT. Subject to the
occurrence of the Effective Date, the Master Agreement is amended as follows:
(a) The definition of "EXCHANGE OFFER" in Section 1.01 of the
Master Agreement is amended in its entirety to read as follows:
"`EXCHANGE OFFER' means the offer to the holders of the 2003
Notes pursuant to the Amended and Restated Offering Circular and
Consent Solicitation Statement dated September 9, 2002, as amended
October 10, 2002 by USI and certain of its Subsidiaries, as issuers, to
exchange such holders' 2003 Notes for Extended Notes and each such
holder's ratable share of the amount of cash collateral in the Notes
Escrow Account allocable to such 2003 Notes."
(b) The definition of "EXTENDED NOTES" in Section 1.01 of the
Master Agreement is amended in its entirety to read as follows:
"`EXTENDED NOTES' means the notes issued in connection with
the Exchange Offer as partial consideration for the 2003 Notes of the
exchanging Noteholders on the terms and conditions set forth in the
Amended and Restated Offering Circular and Consent Solicitation
Statement dated September 9, 2002, as amended October 10, 2002 by USI
and certain of its Subsidiaries as issuers, which terms and conditions
shall be satisfactory to the Debt Coordinator and shall include,
without limitation, each of the following:
(i) the terms of the Exchange Offer shall not include (A) the
payment of any fees or other cash compensation to the holders
of the Extended Notes (other than (I) a consent fee payable to
each Noteholder participating in the Exchange Offer in an
aggregate amount not to exceed 1.50% of the face amount of the
Extended Notes issued to such Noteholder, which consent fee
may be paid from operating cash flow and (II) cash payments
made from operating cash flow as fractional consideration for
individual 2003 Notes each in an amount of less than $1000) or
(B) any other payments to the holders of the Extended Notes
(other than permitted payments from the Notes Escrow Account,
which payments shall be made, in the absence of a Default,
solely from amounts in the Notes Escrow Account allocable to
such Extended Notes);
(ii) the Exchange Offer shall not result in any change in the
respective collateral positions of the Noteholders and the
Banks that would be adverse to the Banks;
(iii) the Extended Notes shall not include any additional
material covenants other than the Extended Notes Mandatory
Redemption; and
(iv) the maturity of the Extended Notes shall be no earlier
than December 31, 2004."
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(c) Clause (i) of the definition of "NOTES" in Section 1.01 of
the Master Agreement is amended by inserting the parenthetical "(the
"2006 NOTES")" after the words "the 7-1/4% Senior Notes due December 1,
2006";
(d) Section 1.01 of the Master Agreement is amended by
inserting the following definitions in their proper alphabetical order:
"EXTENDED NOTES MANDATORY REDEMPTION" means the mandatory
redemption of the principal amount of the Extended Notes described in
Section 1110 of the Indenture described in clause (ii) of the
definition of "Notes Indentures", as amended in connection with the
consummation of the Exchange Offer, which mandatory redemption shall be
payable solely from amounts in the Notes Escrow Account allocable to
the Extended Notes.
"TENDER OFFER" means the offer by USI to holders of the 2006
Notes to tender such holders' 2006 Notes for each such holder's ratable
share of the amount of cash collateral in the Notes Escrow Account
allocable to the 2006 Notes on the terms and conditions set forth in
the Offer to Purchase and Consent Solicitation Statement dated as of
October 24, 2002 by USI and certain of its Subsidiaries as issuers,
which terms and conditions shall be satisfactory to the Debt
Coordinator and shall include, without limitation, each of the
following:
(i) the terms of the Tender Offer shall not include
(A) the payment of any fees, premiums or other cash
compensation (other than cash payments made from operating
cash flow as fractional consideration for individual 2006
Notes each in an amount of less than $1000) or (B) any other
payments to the holders of the 2006 Notes (other than
permitted payments from the Notes Escrow Account, which
payments shall be made, in the absence of a Default, solely
from amounts in the Notes Escrow Account allocable to such
2006 Notes);
(ii) the Tender Offer shall not result in any change
in the respective collateral positions of the Noteholders and
the Banks that would be adverse to the Banks; and
(iii) the Tender Offer shall not result in the
addition of any material covenants to the 2006 Notes other
than the 2006 Notes Mandatory Offer to Purchase.
"2006 NOTES" has the meaning specified in the definition of
"NOTES".
"2006 NOTES MANDATORY OFFER TO PURCHASE" means the mandatory
offer to purchase 2006 Notes described in Section 1014 of the
Indenture described in clause (i) of the definition of "Notes
Indentures", as amended in connection with the consummation of
the Tender Offer, which purchase shall be made solely from
amounts in the Notes Escrow Account allocable to the 2006
Notes.
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(e) Section 6.02(k) of the Master Agreement is amended by
inserting after the words "including as permitted in connection with
the Exchange Offer" in the eleventh line thereof, the following:
", any Extended Notes Mandatory Redemption, the Tender Offer
and any 2006 Notes Mandatory Offer to Purchase"
(f) Section 6.02(1) of the Master Agreement is amended by
inserting after the words "the Exchange Offer" in the second line
thereof, the following:
"and the Tender Offer"; and
(g) Section 8.07 of the Master Agreement is amended by (i)
deleting the title thereof in its entirety and replacing it with the
following title, "RELEASE OF LIEN IN CONNECTION WITH EXCHANGE OFFER AND
TENDER OFFER.", (ii) amending each of the phrases (A) "2003 Notes
converted into Extended Notes" and (B) "Extended Notes" set forth in
Section 8.07(a) in its entirety to read "2003 Notes that are tendered"
and (iii) adding the following new clauses (c), (d) and (e) at the end
thereof:
"(c) Upon the consummation of the Tender Offer, the
aggregate amount of funds in the Notes Escrow Account
allocable to the 2006 Notes tendered pursuant to the Tender
Offer as on such date shall be automatically released from the
Rexair Debt Lien, the Shared Collateral Lien and/or the
Non-Shared Lien, as applicable, as and when used to redeem the
2006 Notes tendered in connection therewith."
"(d) Upon the consummation of any Extended Notes
Mandatory Redemption, the aggregate amount of funds in the
Notes Escrow Account allocable to the Extended Notes pursuant
to the Extended Notes Mandatory Redemption as on such date
shall be automatically released from the Rexair Debt Lien, the
Shared Collateral Lien and/or the Non-Shared Lien, as
applicable, as and when ratably applied to the principal on
the Extended Notes that are redeemed."
"(e) Upon the consummation of any 2006 Notes
Mandatory Offer to Purchase, the aggregate amount of funds in
the Notes Escrow Account allocable to the 2006 Notes pursuant
to the 2006 Notes Mandatory Offer to Purchase as on such date
shall be automatically released from the Rexair Debt Lien, the
Shared Collateral Lien and/or the Non-Shared Lien, as
applicable, as and when ratably applied to the principal on
the 2006 Notes that are purchased."
SECTION 2. CONSENT. Subject to the occurrence of the Effective
Date, the Banks hereby consent to the terms and conditions of the Exchange Offer
and Tender Offer pursuant to the Revised Exchange Offer and 2006 Notes Tender
Offer, respectively, as set forth in Section 1 above.
SECTION 3. AMENDMENT OF COLLATERAL TRUST AGREEMENT. The
Collateral Trust Agreement is amended as follows:
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(a) Preliminary Statement (3) of the Collateral Trust
Agreement is amended in its entirety to read as follows:
"(3) USI, USI Global and USI American, as issuers,
and USI Atlantic, as guarantor, are obligors (the "NOTE
OBLIGORS") with respect to (i) those certain 7-1/4% Senior
Notes due December 1, 2006 (as amended, modified, extended,
renewed, replaced, restated or supplemented from time to time,
the "7-1/4% NOTES"), issued pursuant to that certain Indenture
dated as of December 12, 1996 with Xxxxx Fargo Bank Minnesota,
National Association, as trustee (as amended, modified,
extended, renewed, replaced, restated or supplemented from
time to time, the "7-1/4% NOTES INDENTURE"), (ii) those
certain 7-1/8% Senior Notes due October 15, 2003 (as amended,
modified, extended, renewed, replaced, restated or
supplemented from time to time, the "7-1/8% NOTES"), issued
pursuant to that certain Indenture dated as of October 27,
1998 with Bank One Trust Company, N.A., as trustee (as
amended, modified, extended, renewed, replaced, restated or
supplemented from time to time, the "7-1/8% NOTES INDENTURE"
and, together with the 7-1/4% Notes Indenture, the "NOTE
INDENTURES") and (iii) those certain 11-1/4% Senior Notes due
December 31, 2005 (as amended, modified, extended, renewed,
replaced, restated or supplemented from time to time, the
"EXTENDED NOTES" and, together with the 7-1/4% Notes and the
7-1/8% Notes, the "NOTES"), issued pursuant to the 7-1/8%
Notes Indenture."
(b) The following new defined terms are added to Section 1.01
of the Collateral Trust Agreement in their proper alphabetical order:
"EXTENDED NOTE HOLDERS" means, at any time, the
registered holders of the Extended Notes issued under the
7-1/8% Notes Indenture.
"EXTENDED NOTES" has the meaning set forth in the
Preliminary Statements.
"EXTENDED NOTES TRUSTEE" means Bank One Trust
Company, N.A. (successor in interest to The First National
Bank of Chicago), as Trustee for the Extended Note Holders,
and any successor trustee for the Extended Note Holders
appointed under the 7-1/8% Notes Indenture.
(c) The following defined terms set forth in Section 1.01 of
the Collateral Trust Agreement are amended in their entirety to read as
follows:
"FOREIGN COLLATERAL" means all collateral and charged
assets pledged for the benefit of the applicable Secured
Holders pursuant to any Foreign Collateral Document.
"FOREIGN COLLATERAL DOCUMENTS" means those security
documents set forth on Schedule II hereto (as such Schedule II
may be amended, supplemented or modified from time to time
upon written notice from the Debt Coordinator to the Security
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Trustee) pursuant to which any Pledgors have agreed to pledge
the charged assets referred to therein as Foreign Collateral
for the benefit of the applicable Secured Holders, as such
security documents may be amended, amended and restated,
supplemented or otherwise modified from time to time.
"NOTES" has the meaning specified in the Preliminary
Statements.
"NOTE HOLDERS" means, individually and collectively,
the 7-1/8% Note Holders, the 7-1/4% Note Holders and the
Extended Note Holders.
"REPRESENTATIVES" means, at any time, collectively,
(a) the Debt Coordinator, as representative of the Credit
Parties, (b) the 7-1/4% Notes Trustee, as the representative
of the 7-1/4% Note Holders at such time, (c) the 7-1/8% Notes
Trustee, as representative of the 7-1/8% Note Holders at such
time and (d) the Extended Notes Trustee, as representative of
the Extended Note Holders at such time. For all purposes of
this Agreement, the USI Agent will be the Representative for
all Hedge Banks, Independent L/C Issuers, Controlled Deposit
Account Banks and Cash Management Services Banks.
"7-1/4% NOTES TRUSTEE" means Xxxxx Fargo Bank
Minnesota, National Association (or its successor in
interest), as Trustee for the 7-1/4% Note Holders, and any
successor trustee for the 7-1/4% Note Holders appointed under
the 7-1/4% Notes Indenture.
"SECURED HOLDERS" means, at any time, the Credit
Parties and the Note Holders at such time.
(d) The definition of "SECURED OBLIGATIONS" set forth in
Section 1.01 of the Collateral Trust Agreement is amended to (i) delete
the word "and" from subsection (b) thereof, (ii) replace the period at
the end of subsection (c) thereof with the phrase "; and" and (iii) add
a new subsection (d) thereto to read in its entirety as follows:
"(d) in the case of the Secured Obligations of
Secured Holders represented by the Extended Notes Trustee
under the 7-1/8% Notes Indenture, the Total Principal Exposure
then outstanding under Extended Notes."
(e) The phrase "the applicable Secured Holders and their
respective Representatives" shall replace (i) the phrase "the Credit
Parties and their Representative" in each case where it appears in
Section 7.14(b) of the Collateral Trust Agreement and (ii) the phrase
"the Representative and the Credit Parties" where it appears in Section
7.14(c) of the Collateral Trust Agreement.
(f) The Collateral Trust Agreement is amended to add the
following new Section 7.14(d) thereto:
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"(d) The provisions of this Section 7.14 shall
neither (i) affect whether a security interest in Foreign
Collateral is granted for the Equal and Ratable Benefit of the
Note Holders under Section 2.02(b) hereof nor (ii) be deemed
to effect a grant or pledge of a security interest in Foreign
Collateral, any such grant or pledge of which shall arise
under the applicable Foreign Collateral Document."
SECTION 4. AMENDMENT OF PLEDGE AND SECURITY AGREEMENT. The
Pledge and Security Agreement is amended as follows:
(a) The first sentence of Preliminary Statement (3) of the
Pledge and Security Agreement is amended in its entirety to read as
follows:
"(3) The Borrowers are also joint and several
co-obligors with respect to (i) those certain 7-1/4% Senior
Notes due December 1, 2006 (as amended, modified, extended,
renewed, replaced, restated or supplemented from time to time,
the "7-1/4% NOTES"), issued pursuant to that certain Indenture
dated as of December 12, 1996 with Xxxxx Fargo Bank Minnesota,
National Association, as trustee (as amended, modified,
extended, renewed, replaced, restated or supplemented from
time to time, the "7-1/4% NOTES INDENTURE"), (ii) those
certain 7-1/8% Senior Notes due October 15, 2003 (as amended,
modified, extended, renewed, replaced, restated or
supplemented from time to time, the "7-1/8% NOTES"), issued
pursuant to that certain Indenture dated as of October 27,
1998 with Bank One Trust Company, N.A., as trustee (as
amended, modified, extended, renewed, replaced, restated or
supplemented from time to time, the "7-1/8% NOTES INDENTURE"
and, together with the 7-1/4% Notes Indenture, the "NOTE
INDENTURES") and (iii) those certain 11-1/4% Senior Notes due
December 31, 2005 (as amended, modified, extended, renewed,
replaced, restated or supplemented from time to time, the
"EXTENDED NOTES" and, together with the 7-1/4% Notes and the
7-1/8% Notes, the "NOTES"), issued pursuant to the 7-1/8%
Notes Indenture."
(b) The words "7-1/4% Notes and the 7-1/8%" are deleted from
Section 2(a) of the Pledge and Security Agreement.
SECTION 5. CONDITIONS TO EFFECTIVENESS. The provisions of
Section 1 and 2 of this Amendment and Consent shall become effective as of the
date first above written (the "EFFECTIVE DATE") when, and only when, the Debt
Coordinator shall have received confirmation of each of the following, each in
form and substance satisfactory to the Debt Coordinator:
(i) EXECUTION OF COUNTERPARTS. The Debt Coordinator shall have
received counterparts of this Amendment and Consent duly executed by
each of the Loan Parties and the Majority Banks.
(ii) PAYMENT OF FEES AND EXPENSES. The Debt Coordinator shall
have determined that all agency, trustee, custodial, filing service,
legal and other fees and disbursements incurred and invoiced through
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the day immediately prior to the Effective Date, including all fees of
the Collateral Trustees and the Debt Coordinator and their respective
counsel and of the Financial Advisor, shall have been paid in full by
the Loan Parties.
(iii) NO DEFAULT. No Default shall have occurred or be
continuing, other than a Default that shall be cured by the
effectiveness hereof.
SECTION 6. CONFIRMATION OF REPRESENTATIONS AND WARRANTIES AND
CERTAIN ACKNOWLEDGEMENTS AND AGREEMENTS. Each of the Loan Parties hereby
represents and warrants, on and as of the Effective Date, that the
representations and warranties contained in the Master Agreement are correct and
true in all material respects on and as of the date hereof, before and after
giving effect to this Amendment and Consent, as though made on and as of the
date hereof, other than any such representations or warranties that, by their
terms, refer to a specific date. In addition, each of the Loan Parties hereby
acknowledges and restates, on and as of the Effective Date, each of its
statements and agreements in Sections 8.02(d) and 8.03 of the Master Agreement.
SECTION 7. REFERENCE TO AND EFFECT ON THE TRANSACTION
DOCUMENTS. (a) On and after the effectiveness of this Amendment and Consent,
each reference in the Master Agreement to "hereunder", "hereof" or words of like
import referring to the Master Agreement, and each reference in the other
Transaction Documents to the "Master Agreement", "thereunder", "thereof" or
words of like import referring to the Master Agreement, shall mean and be a
reference to the Master Agreement as modified by this Amendment and Consent.
(b) On and after the effectiveness of this Amendment and
Consent, each reference in the Collateral Trust Agreement to "hereunder",
"hereof" or words of like import referring to the Collateral Trust Agreement,
and each reference in the other Transaction Documents to the "Collateral Trust
Agreement", "thereunder", "thereof" or words of like import referring to the
Collateral Trust Agreement, shall mean and be a reference to the Collateral
Trust Agreement as modified by this Amendment and Consent.
(c) The execution, delivery and effectiveness of this
Amendment and Consent shall not, except as expressly provided herein, operate as
a waiver of any right, power or remedy of any Bank or the Debt Coordinator under
any of the Transaction Documents, nor constitute a waiver of any provision of
any of the Transaction Documents.
SECTION 8. EXECUTION IN COUNTERPARTS. This Amendment and
Consent may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute but one and
the same agreement. Delivery of an executed counterpart of a signature page to
this Amendment and Consent by telecopier shall be effective as delivery of a
manually executed counterpart of this Amendment and Consent.
SECTION 9. GOVERNING LAW. This Amendment and Consent shall be
governed by, and construed in accordance with, the laws of the State of New
8
York, and shall be subject to the jurisdictional and service provisions of the
Master Agreement, as if this were a part of the Master Agreement.
SECTION 10. ENTIRE AGREEMENT; MODIFICATION. This Amendment and
Consent constitutes the entire agreement of the parties hereto with respect to
the subject matter hereof, there being no other agreements or understandings,
oral, written or otherwise, respecting such subject matter, any such agreement
or understanding being superseded hereby, shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns, and
may not be amended, extended or otherwise modified, except in a writing executed
in whole or in counterparts by each party hereto.
SECTION 11. WAIVER PROVISIONS. This Amendment and Consent is
subject to the provisions of Section 10.01 of the Master Agreement, Section 22
of the Pledge and Security Agreement and Section 9.01 of the Collateral Trust
Agreement.
[The rest of this page is intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment and Consent to be duly executed and delivered by their proper and duly
authorized officers as of the day and year first above written.
AS OBLIGORS AND LOAN PARTIES: AS LOAN PARTIES:
U.S. INDUSTRIES, INC. ASTERIA COMPANY
USI AMERICAN HOLDINGS, INC. BATHCRAFT, INC.
USI ATLANTIC CORP. XXXXXX BROTHERS INC.
USI GLOBAL CORP. XXXXXXXX MANUFACTURING CORP.
REXAIR, INC. CARLSBAD CORP.
REXAIR HOLDINGS, INC. COMPAX CORP.
ELJER INDUSTRIES, INC.
ELJER PLUMBINGWARE, INC.
ENVIRONMENTAL ENERGY COMPANY
EZ HOLDINGS, INC.
XXXX CONCRETE PRODUCTS, INC.
GATSBY SPAS, INC.
HL CAPITAL CORP.
JACUZZI INC.
JACUZZI WHIRLPOOL BATH, INC.
JUSI HOLDINGS, INC.
KLI, INC.
KRIKLES CANADA U.S.A., INC.
KRIKLES EUROPE U.S.A., INC.
KRIKLES, INC.
LOKELANI DEVELOPMENT CORPORATION
LUXOR INDUSTRIES INC.
MAILI KAI LAND DEVELOPMENT CORPORATION
MOBILITE, INC.
NEPCO OF AUSTRALIA, INC.
NEPCO OF CANADA, INC.
NEPCO OF FORD HEIGHTS, INC.
NEPCO OF XXXXXX, INC.
XXXXXX UNIVERSAL HOLDINGS INC.
OUTDOOR PRODUCTS LLC
PH PROPERTY DEVELOPMENT COMPANY
PLC REALTY INC.
REDMONT, INC.
SANITARY-DASH MANUFACTURING CO., INC.
SHELBY PROPERTIES, INC.
STRATEGIC CAPITAL MANAGEMENT, INC.
STRATEGIC MEMBERSHIP COMPANY
STREAMWOOD CORPORATION
SUNDANCE SPAS, INC.
TA LIQUIDATION CORP.
TRIMFOOT CO.
TT LIQUIDATION CORP.
UGE LIQUIDATION INC.
UNITED STATES BRASS CORPORATION
USI CAPITAL, INC.
USI FUNDING, INC.
USI PROPERTIES, INC.
USI REALTY CORP.
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ZURCO, INC.
ZURNACQ OF CALIFORNIA, INC.
XXXX (CAYMAN ISLANDS), INC.
XXXX CONSTRUCTORS, INC.
XXXX DEVCO, INC.
XXXX XXX SERVICES, INC.
XXXX GOLF HOLDING CORPORATION
XXXX INDUSTRIES, INC.
By /s/ XXXXXX X. XXXXX
------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President/Senior Vice President
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COLLATERAL TRUSTEES:
WILMINGTON TRUST COMPANY, not in
its individual capacity but
solely as Collateral Trustee
(such agreement being solely with
respect to Sections 1(g), 3 and 4
hereof)
By: /s/ XXXXX X. XXXXXX
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
XXXXX X. XXXXXXXX, not in his
individual capacity but solely as
Collateral Trustee (such
agreement being solely with
respect to Sections 1(g), 3 and 4
hereof)
/s/ XXXXX X. XXXXXXXX
--------------------------------
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Bank of America, N.A.
By: /s/ XXXXX X. XX
-----------------------------
Name: Xxxxx X. Xx
Title: Managing Director
00
Xxx Xxxx xx Xxx Xxxx
By: /s/ XXXXX X. XXXXXXXX
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
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COMERICA BANK
--------------------------------
[PLEASE PRINT NAME OF BANK]
By: /s/ XXXX XXXXXXXXX
-----------------------------
Name: Xxxx XxXxxxxxx
Title: Vice President
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FARALLON JACUZZI, LLC
--------------------------------------
By: FARALLON CAPITAL MANAGEMENT, LLC
-----------------------------------
By: /s/ XXXX X. XXXXXX
-------------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Member
AUTHORIZED CO-SIGNATORY:
WATERSHED ASSET MANAGEMENT, LLC
AS SUB-ADVISOR
---------------------------------------
By: /s/ XXXXXXX X. XXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Managing Member
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HSBC BANK USA
By: /s/ XXXX X. XXXXXXXXXXX
-----------------------------------
Name: Xxxx X. Xxxxxxxxxxx
Title: Vice President
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JPMorgan Chase Bank
By: /s/ XXXXXXXXX XXXXXX
-----------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: Vice President
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MARINER LDC
-----------------------------------
[PLEASE PRINT NAME OF BANK]
By: /s/ X. XXXX
--------------------------------
Name: X. Xxxx
Title: Director
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The President & Fellows of Harvard College
(REF. Harvard Special Situations Account)
By: Whippoorwill Associates, Incorporated
Its Agent and Authorized Signatory
By: /s/ XXXXXXX X. XXXXXXXXX
---------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Managing Director
00
XXXXX XXXX XX XXXXXX
By: /s/ XXXXXX XXXXX
----------------------------
Name: Xxxxxx Xxxxx
Title: Senior Manager
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