Exhibit 10.1
AMENDMENT NO. 3
TO
AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT, dated as of October 19, 2006 (this "Amendment"), is entered into by
and among WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as agent for
Lenders (in such capacity, "Agent") and as a Lender, THE CIT GROUP BUSINESS
CREDIT, INC., as a Lender, FEDDERS NORTH AMERICA, INC., a Delaware
corporation, and the other Borrowers party to the Loan Agreement referred to
below, FEDDERS CORPORATION, a Delaware corporation, and the other Guarantors
party to the Loan Agreement.
W I T N E S S E T H:
WHEREAS, Agent, Lenders, Borrowers and Guarantors are party to that
certain Amended and Restated Loan and Security Agreement, dated as of January
31, 2006, as amended by Amendment No. 1 to Loan and Security Agreement, dated
as of February 15, 2006 and Amendment No. 2 to Loan and Security Agreement,
dated as of August 11, 2006 (the "Loan Agreement"); and
WHEREAS, Borrowers and Guarantors have requested that Agent and
Lenders agree to make additional short term supplemental term loans as part of
the Supplemental Term Loan and extend the maturity date of the Supplemental
Term Loan from October 15, 2006 to [*]; and Agent and Lenders are willing to
agree to the foregoing, on and subject to the terms and conditions set forth
in this Amendment;
NOW, THEREFORE, in consideration of the premises and the
representations, warranties and covenants set forth herein and other good and
valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, it is hereby agreed as follows:
1. Definitions. All capitalized terms used and not otherwise defined
herein shall have their respective meanings as set forth in the Loan
Agreement.
2. Additional Definitions. Section 1 of the Loan Agreement is hereby
amended to include, in addition and not in limitation, the following defined
terms:
"Amendment No. 3" shall mean Amendment No. 3 to
Loan and Security Agreement, dated as of October __, 2006,
executed among Agent, Required Lenders, Borrowers and
Guarantors.
*Confidential information has been omitted pursuant to a request to the
Securities and Exchange Commission for confidential treatment. The information
has been separately filed with the Commission.
"Amendment No. 3 Effective Date" shall mean the
date on which all conditions precedent to the effectiveness
of Amendment No. 3 have been fully satisfied, as determined
by Agent.
"Xxxxxxxx" shall mean Xxx Xxxxxxxx, Xx., an
individual residing at 00 Xxxxxxxxxx Xxxxx, Xxxxxxxxxxxxx,
Xxx Xxxxxx 00000.
"Xxxxxxxx Contributions" shall mean equity
contributions invested in and/or loans made by Xxxxxxxx to
Borrowers at any time from and after the Amendment No. 3
Effective Date, provided that, (a) such loans shall be
unsecured and by their terms shall provide that all payments
of principal and interest with respect thereto shall be
subordinated to the prior payment in full of the
Supplemental Term Loan and (b) such equity investments and
such loans shall be made pursuant to documentation executed
among Xxxxxxxx, Borrowers and Guarantors in form and
substance satisfactory to Agent.
"Xxxxxx" shall mean Fedders Xxxxxx, Inc., a
corporation organized under the laws of the Philippines.
"Xxxxxx Sale" shall mean the sale and transfer or
other disposition by Fedders International of all, or
substantially all, of the Capital Stock of Fedders Xxxxxx in
a single transaction or in a series of related transactions,
or the sale and transfer by Fedders Xxxxxx of all, or
substantially all, of its assets and properties in a single
transaction or in a series of related transactions.
"Xxxxxx" shall mean Xxxxxx GmbH, a corporation
organized under the laws of Germany.
"Xxxxxx Sale" shall mean the sale and transfer or
other disposition by Fedders International of all, or
substantially all, of the Capital Stock of Xxxxxx in a
single transaction or in a series of related transactions,
or the sale and transfer by Xxxxxx of all, or substantially
all, of its assets and properties in a single transaction or
in a series of related transactions.
"Rotorex Sale" shall mean the sale and transfer or
other disposition of the Rotorex Real Property by Rotorex.
"IAQ" shall mean, collectively, the internal air
quality business of each of Trion and Envirco and their
respective assets and properties owned in connection
therewith, including, without limitation, all Inventory now
or hereafter related to such business and all Accounts now
or hereafter arising with respect to such Inventory.
"IAQ Sale" shall mean either the sale by FNA of the
all, or substantially all, of the Capital Stock of Trion in
a single transaction or in a series of related transactions,
or the sale by Trion and Envirco of all, or substantially
all, assets and properties comprising IAQ in one transaction
or in a series of related transactions."
3. Amendment to Existing Definitions. The definition of Supplemental
Term Loans set forth in the Loan Agreement (as included therein pursuant to
Amendment No. 2) is hereby amended and restated in its entirety to read as
follows:
"Supplemental Term Loan" shall mean, collectively,
the supplemental term loans in the principal amount of
$3,000,000 made by Lenders to Borrowers pursuant to, and on
the terms and conditions set forth in, Amendment No. 2 and
the additional supplemental term loans made by Lenders to
Borrowers pursuant to, and on the terms and conditions set
forth in, Amendment No. 3."
4. Supplemental Term Loans.
(a) In addition to, and not in limitation of, the existing
Supplemental Term Loan outstanding immediately prior to the Amendment No. 3
Effective Date and the Revolving Loans which have been previously made and may
hereafter be made (subject to the terms of the Loan Agreement) by Agent and
Lenders to Borrowers, at Borrowers' and Guarantors' request, as a one-time
accommodation to Borrowers, Lenders have agreed to make additional
Supplemental Term Loans to Borrowers as follows: (i) on the Amendment No. 3
Effective Date, Lenders shall make their Pro Rata Share of additional
Supplemental Term Loans to Borrowers in an aggregate amount of $5,500,000 and
(ii)on such date that Agent has received evidence satisfactory to Agent that
Borrowers have received Xxxxxxxx Contributions in an aggregate amount of not
less than $1,500,000 and provided no Default or Event of Default shall have
occurred and be continuing, Lenders shall make their Pro Rata Share of
additional Supplemental Term Loans to Borrowers in an aggregate amount of
$1,500,000 (i.e., after giving effect thereto, the total Supplemental Term
Loans then outstanding shall be in the aggregate amount of $10,000,000). The
Supplemental Term Loans made pursuant to this Amendment shall be added to and
consolidated with the Supplemental Term Loan outstanding immediately prior to
the Amendment No. 3 Effective Date and, as so consolidated, shall constitute
the Supplemental Term Loan for all purposes of the Loan Agreement and the
other Financing Agreements, shall be secured by all of the Collateral and
shall be made within the limits of the Maximum Credit. The proceeds of the
Supplemental Term Loan made by Lenders to Borrowers from and after the
Amendment No. 3 Effective Date shall be used by Borrowers, and Agent shall
accordingly apply all of such proceeds, solely to repay to Agent, for the
benefit of Lenders, then outstanding Revolving Loans.
(b) Borrowers shall pay interest to Agent, for the benefit of
Lenders, on the outstanding principal amount of the Supplemental Term Loan
(including, without limitation, that portion of the Supplemental Term Loan
made by Lenders to Borrowers pursuant to this Amendment) at an annual interest
rate equal to the Prime Rate plus two and one-half percent (2.5%) and
otherwise in accordance with Section 3.1 of the Loan Agreement.
Notwithstanding anything to the contrary set forth in the Loan Agreement, the
Supplemental Term Loan shall at all times constitute a Prime Rate Loan and
Borrowers shall have no right to elect to convert the Supplemental Term Loan,
or any portion thereof, to a Eurodollar Rate Loan.
(c) Borrowers shall have the right to prepay the Supplemental Term
Loan, or any portion thereof, at any time without premium or penalty, provided
that, Borrowers shall have no right to re-borrow any amounts of the
Supplemental Term Loan which are at any time prepaid. Subject to Borrowers'
obligation to make mandatory prepayments of the Supplemental Term Loan in
accordance with paragraph 4(d) below, unless earlier demanded in accordance
with the terms of the Loan Agreement, the outstanding principal balance of the
Supplemental Term Loan shall be due and payable in full to Agent, for the
benefit of Lenders, without notice or demand, [*]. In addition to, and not in
limitation of, all other Events of Default set forth in Section 10 of the Loan
Agreement, failure of Borrowers to pay the Supplemental Term Loan in full to
Agent on or before [*] shall constitute an additional Event of Default under
the Loan Agreement.
(d) Notwithstanding anything to the contrary contained in
paragraph 4(c) of this Amendment, Borrowers shall be obligated to make a
mandatory prepayment of the Supplemental Term Loan upon the occurrence of the
Rotorex Real Property Sale, the Xxxxxx Sale and/or the IAQ Sale, in each case
in accordance with the provisions of paragraph 5 of this Amendment.
5. Payments from Asset Sales. Notwithstanding anything to the
contrary contained in the Loan Agreement (including, without limitation, in
Section 6.4(a) thereof) and/or in this Amendment, Borrowers shall remit to
Agent, or cause to be remitted to Agent, all proceeds of the Rotorex Sale, the
Xxxxxx Sale, the Xxxxxx Sale and the IAQ Sale (in each case, net of all
ordinary costs and expenses directly paid by Borrowers in connection with the
consummation of such sale, including, without limitation, attorneys' fees and
expenses of outside counsel to Borrowers with respect to such sale, and being
herein referred to as "net proceeds") and all of such net proceeds shall be
applied in accordance with this paragraph 5:
(a) Rotorex Sale: The net proceeds of the Rotorex Real Property
Sale shall be applied as follows: first, to the payment in full of the
principal balance of the Rotorex Real Property Term Loan then outstanding,
second, to the payment in full of the aggregate amount of that portion of
Revolving Loans then outstanding which were made by Lenders to Borrowers with
respect to Rotorex Real Property Availability, third, to the payment and
satisfaction in full of the Supplemental Term Loan and fourth, any remaining
net proceeds will be applied to the Revolving Loans then outstanding.
(b) Xxxxxx Sale: Provided no Default or Event of Default shall
have occurred and be continuing at the time of the Xxxxxx Sale, the net
proceeds of the Xxxxxx Sale may be retained by Borrowers and used by them for
their general working capital purposes not otherwise prohibited by the Loan
Agreement.
*Confidential information has been omitted pursuant to a request to the
Securities and Exchange Commission for confidential treatment. The information
has been separately filed with the Commission.
(c) Xxxxxx Sale: The net proceeds of the Xxxxxx Sale shall be
applied as follows: first to the payment in full of the Supplemental Term Loan
and second, any remaining net proceeds shall be applied to the Revolving Loans
then outstanding.
(d) IAQ Sale: The net proceeds of the IAQ sale shall be applied as
follows: first, to the payment in full of all Revolving Loans then outstanding
which were made by Lenders to Borrowers with respect to Accounts and/or
Inventory which constituted assets of IAQ, second, to the payment in full of
the Supplemental Term Loan, and third, any remaining net proceeds will be
applied to the Revolving Loans then outstanding.
6. Availability Block. As a condition to Lenders' agreement to enter
into this Amendment and to make additional Supplemental Term Loans on and
subject to the terms and conditions contained herein, the parties hereto have
agreed that, effective as of the Amendment No. 3 Effective Date, (a) Agent
shall establish a permanent borrowing availability block of $10,000,000, and
(b) the Inventory Loan Limit shall be reduced to $30,000,000 and shall be
thereafter increased to $40,000,000 on such date as the Supplemental Term Loan
has been paid in full. In order to effectuate the foregoing, the definition of
Borrowing Base and of Inventory Loan Limit set forth in Sections 1.15 and 1.78
of the Loan Agreement, respectively, are each hereby amended and restated in
their entirety to read as follows:
"1.15 "Borrowing Base" shall mean, at any time
the amount equal to:
(a) the amount equal to: (i) the Applicable
Percentages of the Eligible Accounts of Borrowers, plus (ii)
the Applicable Percentages of the Eligible Accounts of
Fedders Canada, plus (iii) the lesser of (A) the Inventory
Loan Limit or (B) the sum of: (1) the Applicable Percentages
of the Value of the Eligible Inventory of Borrowers
consisting of finished goods, plus (2) the Applicable
Percentages of the Value of the Eligible Inventory of
Borrowers consisting of raw materials, plus (3) the
Applicable Percentages of the Value of FNA's Eligible
Imported Inventory, plus (4) the Applicable Percentages of
the Value of FNA's CareCo Inventory, plus (v) the Rotorex
Real Property Availability, minus
(b) the amount of $10,000,000, minus
(c) Reserves.
For purposes only of applying the Inventory Loan
Limit, Agent may treat the then undrawn amounts of
outstanding Letters of Credit for the purpose of purchasing
Eligible Inventory as Revolving Loans to the extent Agent is
in effect basing the issuance of the Letter of Credit on the
Value of the Eligible Inventory being purchased with such
Letter of Credit. In determining the actual amounts of such
Letter of Credit to be so treated for purposes of the
sublimit, the outstanding Revolving Loans and Reserves shall
be attributed first to any components of the lending
formulas set forth above that are not subject to such
sublimit, before being attributed to the components of the
lending formulas subject to such sublimit. The amounts of
Eligible Inventory of Borrowers shall, at Agent's option, be
determined based on the lesser of the amount of Inventory
set forth in the general ledger of Borrowers or the
perpetual inventory record maintained by Borrowers."
"1.78 "Inventory Loan Limit" shall mean (a)
$30,000,000 at all times from and after the Amendment No. 3
Effective Date through and including the date on which the
Supplemental Term Loan has been paid in full and (b)
$40,000,000 at all times subsequent to the date on which the
Supplemental Term Loan has been paid in full."
7. Amendment of Consolidated EBITDA. At Borrowers' request, Agent and
Required Lenders have agreed that (a) the Consolidated EBITDA financial
covenant set forth in Section 9.17 of the Loan Agreement shall not be tested
and shall be waived for the ten (10) months ended October 31, 2006 and for the
eleven (11) months ended November 30, 2006 and (b) such covenant, as set forth
in Section 9.17 and in Schedule 9.17 to the Loan Agreement, shall be amended
by (i) deleting from Section 9.l7 the introductory phrase thereto, "At all
times that a Covenant Trigger Event has occurred and is continuing," and (ii)
by deleting such Schedule 9.17 currently appended to the Loan Agreement and
substituting therefor Schedule 9.17 appended to this Amendment.
8. Financial Consultant. In order to induce Agent and Lenders to
enter into this Amendment and make the additional Supplemental Term Loans
provided for herein, Borrowers covenant and agree with Agent and Lenders that
they shall continue to retain RAS Management or another financial consultant
satisfactory to Agent and Lenders (the "Financial Consultant") for a period
ending no earlier than the payment in full of the Supplemental Term Loan,
provided that, the scope of engagement of the Financial Consultant and the
Financial Consultant's retention agreement shall each be satisfactory to Agent
and Lenders. Among other things, such retention agreement shall provide that
Borrowers irrevocably authorize and direct the Financial Consultant to deliver
to Agent and Lenders, at Borrowers' expense, copies of any reports prepared by
the Financial Consultant on behalf of any Borrower or Guarantor and to
disclose to Agent and Lenders such information as the Financial Consultant may
have regarding the business of any Borrower and Guarantor. The Financial
Consultant shall be retained at Borrowers' sole cost and expense and Wachovia
shall have no responsibility to Borrowers or Guarantors for any acts or
omissions of the Financial Consultant. Without limiting the generality of the
foregoing, Financial Consultant shall assist Borrowers in providing Agent and
Lenders with 13-week rolling cash flow statements for Borrowers and
Guarantors, in form and substance satisfactory to Agent and Lenders (including
projected cash flow and actual results on a comparative basis), which shall be
delivered to Agent and Lenders at such weekly intervals as shall be requested
by Agent.
9. Representations, Warranties and Covenants. In addition to the
continuing representations, warranties and covenants heretofore or hereafter
made by Borrowers and Guarantors to Agent and Lenders pursuant to the Loan
Agreement and the other Financing Agreements, Borrowers and Guarantors hereby
represent, warrant and covenant with and to Agent and Lenders as follows
(which representations, warranties and covenants are continuing and shall
survive the execution and delivery hereof and shall be incorporated into and
made a part of the Financing Agreements):
(a) In addition to, and not in limitation of, Borrowers' reporting
obligations set forth in Section 9.6(d) of the Loan Agreement, Borrowers shall
provide to Agent, on a bi-weekly basis, a report summarizing Borrowers'
efforts to complete the Rotorex Real Property Sale, the Xxxxxx Sale, the
Xxxxxx Sale and the IAQ Sale, which reports shall be in form and substance
satisfactory to Agent, shall be delivered to Agent until such time as all four
(4) of such sales have been consummated and shall be accompanied by such
relevant documentation as Agent shall request, including, without limitation,
any written offers to purchase or contracts of sale with respect to any of
such assets at any time delivered to Borrowers;
(b) As soon as practicable, but in no event later than thirty (30)
days following the Amendment No. 3 Effective Date, (i) Xxxxxx shall execute
and deliver to Agent a Mortgage covering the Real Property known as 1998
XX0000, Xxxxxxxx, Xxxxx and Xxxxxx Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx and (ii)
Trion shall execute and deliver to Agent a Mortgage covering the Real Property
known as 000 XxXxxx Xxxx, Xxxxxxx, Xxxxx Xxxxxxxx 00000, each of which
Mortgages shall be in form and substance satisfactory to Agent, shall be
subject only to such liens and encumbrances as are permitted pursuant to
Section 9.8 of the Loan Agreement and shall be covered by such ALTA mortgagee
title insurance policies issued in such amounts and by such title insurers as
shall be acceptable to Agent;
(c) Within thirty (30) days following the Amendment No. 3
Effective Date, Borrowers shall deliver to Agent evidence satisfactory to
Agent of the perfection of the pledge to Agent of the shares of Capital Stock
of Xxxxxx and Xxxxxx required pursuant to paragraph 10(c) below, including,
without limitation, opinions of foreign counsel to Fedders located in such
countries as Agent shall require with respect to the perfection of its pledge
of such shares of Capital Stock;
(d) Borrowers shall deliver to Agent, on or before January 15,
2007, evidence satisfactory to Agent that Fedders Corporation and Borrowers
have received total Xxxxxxxx Contributions in an aggregate amount of not less
than $3,500,000, inclusive of the Xxxxxxxx Contributions in the amount of
$1,500,000, receipt of which constitutes a condition precedent to additional
Supplemental Term Loans pursuant to paragraph 4(a)(ii) above. Failure of
Borrowers to deliver such evidence to Agent by such date shall constitute an
additional Event of Default under the Loan Agreement;
(e) This Amendment has been duly executed and delivered by each
Borrower and each Guarantor and is in full force and effect as of the date
hereof, and the agreements and obligations of such Borrower or Guarantor
contained herein constitute its legal, valid and binding obligations,
enforceable against it in accordance with the terms hereof;
(f) All of the representations and warranties set forth in the
Loan Agreement, as amended by this Amendment, are true and correct in all
material respects on and as of the date hereof as if made on the date hereof,
except as affected by transactions expressly contemplated or permitted by this
Amendment and except to the extent that any such representation or warranty is
made as of a specified date, in which case each such representation or
warranty shall have been true and correct as of such date;
(g) As of the date hereof and after giving effect to the
amendments set forth in this Amendment, there exists no Default or Event of
Default; and
(h) All of the issued and outstanding shares of Capital Stock of
Xxxxxx are owned by Fedders GmbH & Co. KG, a limited partnership formed under
the laws of Germany (the "German LP"), 100% of the equity of which is owned by
Fedders International as the sole limited partner thereof, and the sole
general partner of which German LP is Fedders Management GmbH. Fedders
Management GmbH is duly authorized and has the legal right to execute and
deliver, on behalf of the German LP, in favor of Agent, a stock pledge
agreement as required by Section 10(c) with respect to 65% of the Capital
Stock of Xxxxxx. Except for five (5) shares of the issued and outstanding
shares of Capital Stock of Xxxxxx owned by nominees of Xxxxxx, as required by
applicable laws of the Philippines, Fedders International owns 100% of the
issued and outstanding shares of Capital Stock of Xxxxxx.
10. Conditions Precedent. The effectiveness of the amendments made in
this Amendment is subject to the satisfaction of each of the following
conditions precedent:
(a) Agent shall have received an executed copy (or executed faxed
or electronic copy) of this Amendment duly authorized, executed and delivered
by the parties hereto other than Agent;
(b) as of the date of this Amendment, no Default or Event of
Default shall have occurred and be continuing; and
(c) Fedders International shall have pledged to Agent and granted
to Agent a security interest in and lien upon sixty-five (65%) percent of the
issued and outstanding shares of Capital Stock of Xxxxxx and Xxxxxxx
Management GmbH, on behalf of the German LP, shall have pledged to Agent and
granted to Agent a security interest in and lien upon sixty-five (65%) percent
of Xxxxxx, in each case pursuant to documentation and in form and substance
satisfactory to Agent.
11. Amendment Fee. In consideration of the agreements of Agent and
Lenders and the amendments to the Loan Agreement set forth in this Amendment,
Borrowers shall pay to Agent, for the account of Lenders, a fee in the amount
of $70,000, which fee is fully earned and payable by Borrowers to Agent as of
the date hereof and may, at Agent's sole option, be charged by Agent to any
account of Borrowers maintained by Agent.
12. Further Assurances. Borrowers and Guarantors shall execute and
deliver such additional documents and take such additional actions as may be
reasonably requested by Agent to effectuate the provisions and purposes of
this Amendment.
13. Governing Law. The rights and obligations hereunder of each of
the parties hereto shall be governed by and interpreted and determined in
accordance with the internal laws of the State of New York (without giving
effect to principles of conflicts of laws).
14. Binding Effect. This Amendment shall be binding upon and inure to
the benefit of each of the parties hereto and their respective successors and
assigns.
15. Counterparts. This Amendment may be executed in any number of
counterparts, all of which counterparts shall together constitute one and the
same agreement. In making proof of this Amendment, it shall not be necessary
to produce or account for more than one counterpart hereof signed by each of
the parties hereto.
16. Inconsistencies; Effect; No Waiver. To the extent that any
provision of the Loan Agreement or any Financing Agreement is inconsistent
with the provisions of this Amendment, such other provision shall be deemed to
be amended so that it is made consistent with the provisions of this
Amendment. Except as expressly agreed herein, the Loan Agreement and all of
the other Financing Agreements and all covenants, representations and
warranties contained therein, are hereby ratified and confirmed in all
respects and shall remain in full force and effect in accordance with their
terms. Without limiting the generality of the foregoing, nothing contained in
this Amendment shall be deemed or constitute a waiver of the provisions of
Section 9.7 of the Loan Agreement or any other applicable section or provision
of the Loan Agreement or the Financing Agreement that limits or prohibits the
Rotorex Real Property Sale, the Xxxxxx Sale, the Xxxxxx Sale and the IAQ Sale,
and any such proposed sale shall be subject in all events to the provisions of
Section 9.7 of the Loan Agreement.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the day and year first above written.
AGENT: BORROWERS:
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WACHOVIA BANK, NATIONAL ASSOCIATION, FEDDERS NORTH AMERICA, INC.
as Agent and Issuing Bank
By: By:
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Title: Title:
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LENDERS:
WACHOVIA BANK, NATIONAL ASSOCIATION XXXXXXX QUIET KOOL CORPORATION
By: By:
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Title: Title:
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THE CIT GROUP BUSINESS CREDIT, INC. COLUMBIA SPECIALTIES, INC.
By: By:
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Title: Title:
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TRION, INC.
By:
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Title:
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ENVIRCO CORPORATION
By:
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Title:
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[SIGNATURES CONTINUED ON NEXT PAGE]
[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
XXXXXX COIL COMPANY, formerly
known as Fedders Xxxxxx Company, Inc.
By:
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Title:
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FEDDERS ADDISON COMPANY, INC.
By:
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Title:
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FEDDERS ISLANDAIRE, INC.
By:
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Title:
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ISLAND METAL FABRICATING, INC.
By:
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Title:
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GUARANTORS:
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FEDDERS CORPORATION
By:
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Title:
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FEDDERS INTERNATIONAL, INC.
By:
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Title:
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[SIGNATURES CONTINUED ON NEXT PAGE]
[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
FEDDERS INVESTMENT CORPORATION
By:
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Title:
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FEDDERS, INC.
By:
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Title:
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ROTOREX COMPANY, INC.
By:
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Title:
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HERRMIDIFIER COMPANY, INC.
` By:
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Title:
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