EXHIBIT 99.6
EXCHANGE AGENT AND INFORMATION AGENT AGREEMENT
Date:
--------------------
Global Bondholder Services Corporation
00 Xxxxxxxx - Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Eng
Ladies and Gentlemen:
____________________, a ____________________ corporation (the "Company") is
offering to exchange up to $___________________ of _______________ notes of
____________________, $__________ par value (the "Notes"), for
$___________________ of ________________ notes of _______________, $ _______ par
value (the "New Notes"), upon the terms and conditions set forth in its Offer to
Exchange dated ________________ (the "Offer to Exchange") and in the related
Letter of Transmittal (which shall include the Internal Revenue Service Form
W-9), copies of which are attached hereto as Exhibits A and B, respectively, and
which together, as they may be amended from time to time, constitute the
"Offer." The "Expiration Date" for the Offer shall be _______ New York City
time, on _______________ unless and until the Company shall have extended the
period of time for which the Offer is open, in which event the term "Expiration
Date" shall mean the latest time and date at which the Offer, as so extended by
the Company from time to time, shall expire. All terms not defined herein shall
have the same meaning as in the Offer.
1) EXCHANGE OF NOTES. In your capacity as Exchange Agent, you will
receive exchanges of Notes. Subject to the terms and conditions of this
Agreement, you are authorized to accept such exchanges of Notes in accordance
with the first paragraph hereof and the Letter of Transmittal, and to act in
accordance with the following instructions:
(a) exchanges of Notes may be made only as set forth in Section of
the Offer to Exchange, and Notes shall be considered valid by you only if:
(i) you receive prior to the Expiration Date (x) certificates for
such Notes, (or a Confirmation (as defined in paragraph (b) below) relating to
such Notes) and (y) a properly completed and duly executed Letter of Transmittal
(or facsimile thereof) or an Agent's Message (as defined in paragraph (b) below)
relating thereto; or
(ii) you receive (x) a Notice of Guaranteed Delivery (as defined in
paragraph (b) below) relating to such Notes from an Eligible Institution (as
defined in paragraph (b) below) prior to the Expiration Date and (y)
certificates for such Notes (or a Confirmation relating to such Notes) and
either a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) or an Agent's Message relating thereto at or prior to _____
P.M., New York City time, on the ______ New York Stock Exchange, Inc. (the
"NYSE") trading day after the date of execution of such Notice of Guaranteed
Delivery; and
(iii) in the case of either clause (i) or (ii) above, a final
determination of the adequacy of the items received, as provided in Section 3
hereof, has been made by Company.
(b) For the purpose of this Agreement: (i) a "Confirmation" shall
be a confirmation of book-entry transfer of Notes into your account at The
Depository Trust Company (the "Book-Entry Transfer Facility") to be established
and maintained by you in accordance with Section 2 hereof; (ii) a "Notice of
Guaranteed Delivery" shall be a notice of guaranteed delivery substantially in
the form attached as Exhibit C hereto or a telegram, telex, facsimile
transmission or letter substantially in such form, or if sent by a Book-Entry
Transfer Facility, a message transmitted through electronic means in accordance
with the usual procedures of such Book-Entry Transfer Facility and the Exchange
Agent, substantially in such form; provided, however, that if such notice is
sent by a Book-Entry Transfer Facility through electronic means, it must state
that such Book-Entry Transfer Facility has received an express acknowledgment
from the participant on whose behalf such notice is given that such participant
has received and agrees to become bound by the form of such notice; (iii) an
"Eligible Institution" shall be a member firm of a national securities exchange
registered with the Securities and Exchange Commission or of the National
Association of Securities Dealers, Inc., or a commercial bank or trust company
having an office or correspondent in the United States; and (iv) an "Agent's
Message" shall be a message transmitted through electronic means by a Book-Entry
Transfer Facility, in accordance with the normal procedures of such Book-Entry
Transfer Facility and the Exchange Agent, to and received by the Exchange Agent
and forming part of a Confirmation, which states that such Book-Entry Transfer
Facility has received an express acknowledgment from the participant in such
Book-Entry Transfer Facility exchanging the Notes which are the subject of such
Confirmation that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal, and that the Company may enforce such
agreement against such participant. The term Agent's Message shall also include
any hard copy printout evidencing such message generated by a computer terminal
maintained at the Exchange Agent's office.
(c) We acknowledge that in connection with the Offer you may enter
into agreements or arrangements with a Book-Entry Transfer Facility which, among
other things, provide that (i) delivery of an Agent's Message will satisfy the
terms of the Offer with respect to the Letter of Transmittal, (ii) such
agreements or arrangements are enforceable against the Company and/or the Parent
by such Book-Entry Transfer Facility or participants therein and (iii) you, as
Exchange Agent, are authorized to enter into such agreements or arrangements on
behalf of the Company and/or the Parent. Without limiting any other provision of
this Agreement, you are expressly authorized to enter into any such agreements
or arrangements on behalf of the Company and the Parent and to make any
necessary representations or warranties in connection thereunder, and any such
agreement or arrangement shall be enforceable against the Parent and the
Company.
2) BOOK-ENTRY ACCOUNT. You shall take steps to establish and, subject to
such establishments, maintain an account at each Book-Entry Transfer Facility
for book-entry transfers of Notes, as set forth in the Letter of Transmittal and
Section _____ of the Offer to Exchange.
3) PROCEDURE FOR DEFECTIVE ITEMS. (a) You will examine any certificate
representing Notes, Letter of Transmittal (or facsimile thereof), Notice of
Guaranteed Delivery or Agent's Message and any other document required by the
Letter of Transmittal received by you to determine whether you believe any
Exchange may be defective. In the event you conclude that any Letter of
Transmittal, Notice of Guaranteed Delivery, Agent's Message or other document
has been improperly completed, executed or transmitted, any of the certificates
for Notes is not in proper form for transfer (as required by the aforesaid
instructions) or if some other irregularity in connection with the Exchange of
Notes exists, you are authorized subject to Section 3(b) hereof to advise the
Exchanging bondholder, or transmitting Book-Entry Transfer Facility, as the case
may be, of the existence of the irregularity, but you are not authorized to
accept any Exchange of fractional Notes, any Exchange not in accordance with the
terms and subject to the conditions set forth in the Offer, or any other
Exchange
which you deem to be defective, unless you shall have received from the Company
the Letter of Transmittal which was surrendered (or if the Exchange was made by
means of a Confirmation containing an Agent's Message, a written notice), duly
dated and signed by an authorized officer of the Company, indicating that any
defect or irregularity in such Exchange has been cured or waived and that such
Exchange has been accepted by the Company.
(b) Promptly upon your concluding that any Exchange is defective, you shall,
after consultation with and on the written instructions of the Company, use
reasonable efforts in accordance with your regular procedures to notify the
person Exchanging such Notes, or Book-Entry Transfer Facility transmitting the
Agent's Message, as the case may be, of such determination and, when necessary,
return the certificates involved to such person in the manner described in
Section 10 hereof. The Company shall have full discretion to determine whether
any Exchange is complete and proper and shall have the absolute right to reject
any or all exchanges of any particular Notes determined by it not to be in
proper form and to determine whether the acceptance of or payment for such
exchanges may, in the opinion of counsel for the Company, be unlawful; it being
specifically agreed that you shall have neither discretion nor responsibility
with respect to these determinations. To the extent permitted by applicable law,
the Company also reserves the absolute right to waive any of the conditions of
the Offer or any defect or irregularity in the Exchange of any particular Notes.
The interpretation by the Company of the terms and conditions of the Offer to
Exchange, the Letter of Transmittal and the instructions thereto, a Notice of
Guaranteed Delivery or an Agent's Message (including without limitation the
determination of whether any Exchange is complete and proper) shall be final and
binding.
(c) If less than all of the Notes validly Exchanged pursuant to the Offer are to
be accepted because the Offer is oversubscribed by the Expiration Date, the
Company shall provide you with instructions regarding proration as soon as
practicable. You agree to maintain accurate records as to all Notes Exchanged
prior to or on the Expiration Date.
4) NOTICE OF WITHDRAWAL. You will return to any person Exchanging Notes,
in the manner described in Section 10 hereof, any certificates representing
Notes Exchanged by such person but duly withdrawn pursuant to the Offer to
Exchange. To be effective, a written, telegraphic, telex or facsimile
transmission notice of withdrawal must be received by you within the time period
specified for withdrawal in the Offer to Exchange at your address set forth on
the back page of the Offer to Exchange. Any notice of withdrawal must specify
the name of the person having deposited the Notes to be withdrawn, the number of
Notes to be withdrawn and, if the certificates representing such Notes have been
delivered or otherwise identified to you, the name of the registered holder(s)
of such Notes as set forth in such certificates. If the certificates have been
delivered to you, then prior to the release of such certificates the Exchanging
bondholder must also submit the serial numbers shown on the particular
certificates evidencing such Notes and the signature on the notice of withdrawal
must be guaranteed by an Eligible Institution. You are authorized and directed
to examine any notice of withdrawal to determine whether you believe any such
notice may be defective. In the event you conclude that any such notice is
defective you shall, after consultation with and on the instructions of the
Company, use reasonable efforts in accordance with your regular procedures to
notify the person delivering such notice of such determination. All questions as
to the form and validity (including time of receipt) of notices of withdrawal
will be determined by the Company in its sole discretion, whose determination
shall be final and binding. Any Notes so withdrawn shall no longer be considered
to be properly Exchanged unless such Notes are re-Exchanged prior to the
Expiration Date pursuant to the Offer to Exchange.
5) AMENDMENT/EXTENSION OF OFFER. Any amendment to or extension of the
Offer, as the Company shall from time to time determine, shall be effective upon
notice to you from the Company given prior to the time the Offer would otherwise
have expired, and shall be promptly confirmed by the Company in writing;
provided that you may rely on and shall be authorized and protected in acting or
failing to act upon any such notice even if such notice is not confirmed in
writing or such confirmation conflicts with such notice. If at any time the
Offer shall be terminated as permitted by the terms thereof, the Company shall
promptly notify you of such termination.
6) REPORT OF EXCHANGE ACTIVITY. At 11:00 a.m. New York City time, or as
promptly as practicable thereafter on each business day, or more frequently if
reasonably requested as to major tally figures, you shall advise each of the
parties named below by telephone as to, based upon your preliminary review (and
at all times subject to final determination by Company), as of the close of
business on the preceding business day or the most recent practicable time prior
to such request, as the case may be: (i) the number of Notes duly exchanged on
such day; (ii) the number of Notes duly exchanged represented by certificates
physically held by you on such day; (iii) the number of Notes represented by
Notices of Guaranteed Delivery on such day; (iv) the number of Notes withdrawn
on such day; and (v) the cumulative totals of Notes in categories (i) through
(iv) above through 12:00 noon, New York City time, on such day:
(a)
(b)
You shall furnish to each of the above-named persons a written report confirming
the above information which has been communicated orally on the day following
such oral communication as well as any other information reasonably requested
from time to time. You shall furnish to the Dealer-Manager (as defined in the
Offer to Exchange), the Information Agent (as defined in the Offer to Exchange)
and the Company, such reasonable information, to the extent such information has
been furnished to you, on the exchanging noteholders as may be requested from
time to time.
You shall furnish to the Company, upon request, master lists of Notes exchanged,
including an A-to-Z list of the exchanging bondholders.
7) DATE/TIME STAMP. Each document received by you relating to your
duties hereunder shall be dated and time stamped when received.
8) DISTRIBUTION OF ENTITLEMENTS.
(a)If under the terms and conditions set forth in the Offer to Exchange the
Company becomes obligated to accept Notes exchanged, upon instruction by the
Company and as promptly as practicable, but in any event not later than p.m.,
New York City time, on the ______ NYSE trading day after the latest of: (i) the
Expiration Date; (ii) the physical receipt by you of a certificate or
certificates representing exchanged Notes (in proper form for transfer by
delivery), a properly completed and duly executed Letter of Transmittal (or a
facsimile thereof) or a Confirmation including an Agent's Message and any other
documents required by the Letter of Transmittal; and (iii) the deposit by the
Company with you of sufficient New Notes to issue to exchanging Noteholders,
subject to the terms and conditions of the Offer, all noteholders for whom New
Notes are to be issued, less any adjustments required by the terms of the Offer,
and all applicable tax withholdings, you shall deliver or cause to be delivered
to the Exchanging noteholders and designated payees, consistent with this
Agreement and the Letter of Transmittal, certificates representing New Notes for
the Notes theretofore properly exchanged and exchanged under the terms and
conditions of the
Offer. The Company will also deposit with you on your request federal or other
immediately available funds in an amount equal to the total stock transfer taxes
or other governmental charges, if any, payable in respect of the transfer or
issuance to the Company or its nominee or nominees of all Notes so exchanged.
Upon request by the Company you will apply to the proper authorities for the
refund of money paid on account of such transfer taxes or other governmental
charges. On receipt of such refund, you will promptly pay over to the Company
all money refunded.
(b) At such time as you shall be notified by the Company, you shall
request the trustee for the Notes to effect the transfer of all Notes exchanged
pursuant to the Offer and to issue certificates for such Notes so transferred,
in accordance with written instructions from the Company, and upon your receipt
thereof notify the Company. The Company shall be responsible to arrange for
delivery of the certificates.
9) TAX REPORTING.
(a) On or before January 31st of the year following the year in
which the Company pays any cash for Notes exchanges, you will prepare and mail
to each noteholder who received such cash, other than noteholders who
demonstrate their status as nonresident aliens in accordance with United States
Treasury Regulations ("Foreign Noteholders"), a Form 1099-B reporting the
payment of such cash as of the date such payment is made to the noteholder. You
will also prepare and file copies of such Forms 1099-B by magnetic tape with the
Internal Revenue Service in accordance with Treasury Regulations on or before
February 28th of the year following the year in which the Notes are accepted for
payment.
(b) You will deduct and withhold 31% backup withholding tax from
the cash payable with respect to any noteholder, other than a Foreign
Noteholder, who has not properly provided you with his taxpayer identification
number, in accordance with Treasury Regulations.
(c) Should any issue arise regarding federal income tax reporting
or withholding, you will take such action as the Company instructs you in
writing.
10) RETURN OF NOTES. If, pursuant to the terms and conditions of the
Offer, the Company has notified you that it does not accept certain of the Notes
exchanged or purported to be exchanged or a noteholder withdraws any exchanged
Notes, you shall promptly return the deposited certificates for such Notes,
together with any other documents received, to the person who deposited the
same. Certificates for such unexchanged Notes shall be forwarded by you, at your
option, by: (i) first class mail under a blanket surety bond protecting you, the
Company from losses or liabilities arising out of the non-receipt or nondelivery
of such Notes; or (ii) registered mail insured separately for the value of such
Notes. If any such Notes were exchanged or purported to be exchanged by means of
a Confirmation containing an Agent's Message, you shall notify the Book-Entry
Transfer Facility that transmitted said Confirmation of the Company's decision
not to accept the Notes.
11) INFORMATION AGENT. In your capacity as Information Agent you shall:
(i) Assist in the coordination of all printing activities and
advertisement placement if required.
(ii) Establishing contacts with brokers, dealers, banks and other
nominees on Purchasers behalf.
(iii) Determining the material requirements.
(iv) Assist with document review.
(v) Facilitate the distribution of materials to the registered and
beneficial owners and to other interested parties.
(vi) Provide a dedicated toll-free line for all shareholder
queries.
(vii) Provide status reporting to management.
(viii) Facilitate payment of all broker forwarding invoices, subject
to collection from you of monies for this purpose.
12) INSTRUCTIONS. Any instructions given to you orally, as permitted by
any provision of this Agreement, shall be confirmed in writing by the Company,
the Parent, the Dealer-Manager or the Information Agent, as the case may be, as
soon as practicable. You shall not be liable or responsible and shall be fully
authorized and protected for acting, or failing to act, in accordance with any
oral instructions which do not conform with the written confirmation received in
accordance with this Section.
13) FEES. Whether or not any Notes are exchanged or the Offer is
consummated, for your services as Exchange Agent and Information Agent hereunder
we shall pay to you compensation in accordance with the fee schedule attached as
Schedule 1 hereto, together with reimbursement for out-of-pocket expenses,
including reasonable fees and disbursements of your counsel.
14) AUTHORIZATIONS AND PROTECTIONS. As Exchange Agent and Information
Agent hereunder you:
(a) shall have no duties or obligations other than those
specifically set forth herein or in Exhibits A, B, and C hereto, or as may
subsequently be agreed to in writing by you and the Company;
(b) shall have no obligation to issue New Notes or to make payment
for any exchanged Notes unless the Company shall have provided the necessary New
Notes and federal or other immediately available funds to pay in full amounts
due and payable with respect thereto;
(c) shall be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value, or genuineness of any
certificates or the Notes represented thereby deposited with you or exchanged
through an Agent's Message hereunder and will not be required to and will make
no representations as to or be responsible for the validity, sufficiency, value,
or genuineness of the Offer;
(d) shall not be obligated to take any legal action hereunder; if,
however, you determine to take any legal action hereunder, and, where the taking
of such action might in your judgment subject
or expose you to any expense or liability, you shall not be required to act
unless you shall have been furnished with an indemnity satisfactory to you;
(e) may rely on and shall be authorized and protected in acting or
failing to act upon any certificate, instrument, opinion, notice, letter,
telegram, telex, facsimile transmission, Agent's Message or other document or
security delivered to you and believed by you to be genuine and to have been
signed by the proper party or parties;
(f) may rely on and shall be authorized and protected in acting or
failing to act upon the written, telephonic, electronic and oral instructions,
with respect to any matter relating to your actions as Exchange Agent and
Information Agent covered by this Agreement (or supplementing or qualifying any
such actions) of officers of the Company;
(g) may consult counsel satisfactory to you, and the advice of such
counsel shall be full and complete authorization and protection in respect of
any action taken, suffered, or omitted by you hereunder in good faith and in
accordance with the advice of such counsel;
(h) shall not be called upon at any time to advise any person
exchanging or considering exchanging pursuant to the Offer as to the wisdom of
making such Exchange or as to the market value of any security Exchanged
thereunder;
(i) may perform any of your duties hereunder either directly or by
or through agents or attorneys and you shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed with
reasonable care by you hereunder;
(j) shall not be liable or responsible for any recital or statement
contained in the Offer or any other documents relating thereto;
(k) shall not be liable or responsible for any failure of the
Company to comply with any of their respective obligations relating to the
Offer, including without limitation obligations under applicable securities
laws;
(l) are not authorized, and shall have no obligation, to pay any
brokers, dealers, or soliciting fees to any person, including without limitation
the Dealer-Manager or Information Agent; and
(m) shall not be liable or responsible for any delay, failure,
malfunction, interruption or error in the transmission or receipt of
communications or messages through electronic means to or from a Book-Entry
Transfer Facility, or for the actions of any other person in connection with any
such message or communication.
15) INDEMNIFICATION.
(a) The Company indemnifies and holds you harmless from and
against any loss, liability, claim or expense ("Loss") arising out of or in
connection with your duties under this Agreement, including the costs and
expenses of defending yourself against any Loss, unless such Loss shall have
been determined by a court of competent jurisdiction to be a result of your
gross negligence or intentional misconduct. Anything in this agreement to the
contrary notwithstanding, in no event shall you be liable for special, indirect,
incidental or consequential loss or damage of any kind whatsoever (including but
not limited to lost profits), even if you have been advised of the likelihood of
such damages and regardless of the form of action. Any liability of the Exchange
Agent and Information Agent will be limited to the amount of fees paid by
Company hereunder.
(b) In the event any question or dispute arises with respect to the
proper interpretation of this Agreement or your duties hereunder or the rights
of the Company or of any bondholders surrendering certificates for Notes
pursuant to the Offer, you shall not be required to act and shall not be held
liable or responsible for your refusal to act until the question or dispute has
been judicially settled (and you may, if you in your sole discretion deem it
advisable, but shall not be obligated to, file a suit in interpleader or for a
declaratory judgment for such purpose) by final judgment rendered by a court of
competent jurisdiction, binding on all bondholders and parties interested in the
matter which is no longer subject to review or appeal, or settled by a written
document in form and substance satisfactory to you and executed by the Company
and each such noteholder and party. In addition, you may require for such
purpose, but shall not be obligated to require, the execution of such written
settlement by all the noteholders and all other parties that may have an
interest in the settlement.
This section shall survive termination of this Agreement.
16) TERMINATION. Unless terminated earlier by the parties hereto, this
Agreement shall terminate upon (a) Company's termination or withdrawal of the
Offer, (b) if Company does not terminate or withdraw the Offer, the date which
is months after the later of (i) your sending of New Notes to exchanging
bondholders in accordance with Section 9(a) hereof and (ii) your delivery of
certificates to the Company in accordance with Section 9(b) hereof or (c) if not
terminated or withdrawn earlier, the date which is months after the date of this
Agreement. Upon any termination of this Agreement, you shall promptly deliver to
the Company any certificates, funds or property then held by you as Exchange
Agent under this Agreement, and after such time any party entitled to such
certificates, funds or property shall look solely to the Company and not the
Exchange Agent therefore, and all liability of the Exchange Agent with respect
thereto shall cease, provided, however, that the Exchange Agent, before being
required to make such delivery to the Company, may at the expense of the Company
cause to be published in a newspaper of general circulation in the City of New
York, or mail to each person who has Exchanged Notes but not received New Notes,
or both, notice that such certificates, funds or property remain unclaimed and
that after a date specified therein, which shall not be less than 30 days from
the date of publication or mailing, any unclaimed balance of such certificates,
funds or property will be delivered to the Company.
17) REPRESENTATIONS, WARRANTIES AND COVENANTS. Company represents,
warrants and covenants that (a) they are duly incorporated, validly existing and
in good standing under the laws of its jurisdiction of incorporation, (b) the
making and consummation of the Offer and the execution, delivery and performance
of all transactions contemplated thereby (including without limitation this
Agreement) have been duly authorized by all necessary corporate action and will
not result in a breach of or constitute a default under the certificate of
incorporation or bylaws of the Company or the Parent or any indenture, agreement
or instrument to which either is a party or is bound, (c) this Agreement has
been duly executed and delivered by the Company and constitutes a legal, valid,
binding and enforceable obligation, (d) the Offer will comply in all material
respects with all applicable requirements of law and (e) to the best of their
knowledge, there is no litigation pending or threatened as of the date hereof in
connection with the Offer.
18) SPECIMEN SIGNATURES. Set forth in Exhibit D hereto is a list of the
names and specimen signatures of the persons authorized to act for the Company
under this Agreement. The Secretary of the Company shall, from time to time,
certify to you the names and signatures of any other persons authorized to act
for the Company under this Agreement.
19) NOTICES. All notices, requests and other communications shall be in
writing and sent or delivered to the addresses indicated on the signature page
hereof.
20) MISCELLANEOUS.
a) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without giving effect to conflict of laws
rules or principles.
b) No provision of this Agreement may be amended, modified or
waived, except in a writing signed by all of the parties hereto.
c) In the event that any claim of inconsistency between this
Agreement and the terms of the Offer arise, as they may from time to time be
amended, the terms of the Offer shall control, except with respect to the
duties, liabilities and rights, including without limitation compensation and
indemnification, of you as Exchange Agent and Information Agent, which shall be
controlled by the terms of this Agreement.
d) If any provision of this Agreement shall be held illegal,
invalid, or unenforceable by any court, this Agreement shall be construed and
enforced as if such provision had not been contained herein and shall be deemed
an Agreement among us to the full extent permitted by applicable law.
e) This Agreement shall be binding upon, inure to the benefit of,
and be enforceable by, the respective successors and assigns of the parties
hereto.
f) This Agreement may not be assigned by any party without the
prior written consent of all parties.
g) You shall not be liable for any failure or delay arising out of
conditions beyond your reasonable control including, but not limited to, work
stoppages, fires, civil disobedience, riots, rebellions, storms, electrical,
mechanical, computer or communications facilities failures, acts of God or
similar occurrences.
Please acknowledge receipt of this Letter, the Offer to Exchange, the Letter of
Transmittal, and the Notice of Guaranteed Delivery, and confirm the arrangements
herein provided by signing and returning the enclosed copy hereof, whereupon
this Agreement and your acceptance of the terms and conditions herein provided
shall constitute a binding Agreement among us.
Very truly yours,
[Company]
By:
------------------------
Name:
Title:
Address for notices:
[Parent]
By
------------------------
Name:
Title:
Address for notices:
Accepted and agreed to by:
GLOBAL BONDHOLDER SERVICES CORPORATION
as EXCHANGE AGENT AND INFORMATION AGENT
By:
-------------------------------
Name:
Title:
Address for notices:
