EXHIBIT 4.1
SHAREHOLDER'S AGREEMENT
THIS SHAREHOLDER'S AGREEMENT ("Agreement") is made and entered into as
of January 3, 2005, by and between RAYOVAC Corporation, a Wisconsin corporation
(the "Company"), and UIC HOLDINGS, L.L.C., a Delaware limited liability company
(the "Holdings"). The foregoing parties to this Agreement are each a "Party"
and collectively the "Parties". Capitalized terms not defined herein shall have
the meanings ascribed to those terms in the Merger Agreement, as defined below.
BACKGROUND STATEMENT
Pursuant to that certain Agreement and Plan of Merger (the "Merger
Agreement") dated January 3, 2005 by and among the Company, Lindbergh
Corporation and United Industries Corporation ("United"), Holdings may receive
shares of the Company $0.01 par value common stock (the "Company Stock").
Simultaneous with the execution of the Merger Agreement, the Parties are
entering into this Agreement to set forth certain understandings and agreements
of the Parties with respect to the actions of the Parties prior to and after
the Closing, including the governance of the Company after the Effective Time.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties agree as
follows:
ARTICLE I
REPRESENTATIONS AND WARRANTIES OF HOLDINGS
As a material inducement to the Company to enter into this Agreement
and the Merger Agreement, Holdings hereby represents and warrants to the
Company as follows:
1.1 Organization, Power and Authorization. Holdings is a limited
liability company duly organized, validly existing and in good standing under
the laws of the State of Delaware and has the power and authority to own all of
its properties and assets and to carry on its business as it is now being
conducted. Holdings has the requisite limited liability company power and
authority necessary to enter into, deliver and carry out its obligations
pursuant to this Agreement. The members of Holdings are set forth on Schedule
1.1 hereto.
1.2 Ownership of Shares. As of the date of this Agreement, Holdings
holds of record and owns beneficially Thirty Million Three Hundred Thirty-One
Thousand Nine Hundred Sixty-Five (30,331,965) shares of Class A Voting Common
Stock of United and Thirty Million Three Hundred Thirty-One Thousand Nine
Hundred Sixty-Five (30,331,965) shares of Class B Nonvoting Common Stock of
United (together, the "United Common Shares"), free and clear of all Liens,
other than restrictions on transfer arising under the Securities Act and state
securities laws. Holdings also holds warrants to acquire Four Million Six
Hundred Eighty Six Thousand Five Hundred Eight One and Eighty Three
One-Hundredths (4,686,581.83) shares of Class A Voting Common Stock of United
and Four Million Six Hundred Eighty Six Thousand Five Hundred Eight One and
Eighty Three One-Hundredths (4,686,581.83) shares of Class B Nonvoting Common
Stock of United ("Warrants" and together with the United Common Shares, the
"United Securities"). Except for the United Industries Corporation Stockholders
Agreement dated January 20, 1999, as amended, Holdings is not a party to any
voting trust, proxy, or other agreement or understanding with respect to the
voting or transfer of any United Common Shares.
1.3 Organization; Assets. Holdings was formed for the sole purpose to
acquire and hold the United Securities and has not had any other operations or
activities. Holdings does not own any other assets other than the United
Securities and has no debts, liabilities or obligations of any kind, other than
liabilities that arise out of or are related to (i) Holdings being deemed to
influence or control United, (ii) Laws imposing liability solely by reason of
Holdings' percentage ownership of United, or (iii) any actions taken at the
request or on behalf of United or any of its subsidiaries or Affiliates,
including without limitation the filing of any tax returns or filings with
governmental or regulatory agencies.
1.4 Binding Effect. This Agreement constitutes a valid and binding
obligation of Holdings which is enforceable against Holdings in accordance with
its terms, except to the extent such enforceability may be limited by (i)
bankruptcy, insolvency, reorganization, moratorium or other Laws and court
decisions relating to or affecting the enforcement of creditors' rights
generally (including statutory or other Laws regarding fraudulent transfers),
and is subject to general principles of equity.
1.5 No Consents Required. No Authorizations of or with any
Governmental Entity or any other Authorization of or with any other Person is
required in connection with the execution and delivery of this Agreement by
Holdings and its compliance with or performance hereunder.
1.6 Absence of Violations or Conflicts. The execution and delivery of
this Agreement by Holdings and its compliance with or performance hereto do not
and will not with the passing of time or giving of notice or both constitute a
violation of, conflict with, constitute a default or require any payment under,
permit a termination of, or result in the creation or imposition of any Lien
upon the United Common Shares, under (i) any contract, agreement, commitment,
undertaking or understanding (including rights of refusal or similar rights or
other transfer restrictions) to which Holdings is a party, (ii) any
Governmental Order, (iii) any applicable Laws or (iv) the operating agreement
or other governing documents of Holdings.
1.7 No Litigation. There is no lawsuit, claim, action, proceeding or
investigation pending or, to the knowledge of Holdings, threatened against
Holdings, its properties or businesses, which could reasonably be expected to
have an adverse effect on or restrict the ability of Holdings to comply with
the terms hereof or otherwise perform hereunder.
1.8 Investment. Holdings is acquiring any Company Stock received by it
as Merger Consideration for its own account, for investment only, and not with
a view to any resale or public distribution thereof. Holdings shall not offer
to sell or otherwise dispose of such Company Stock in violation of any Law
applicable to any such offer, sale or other disposition. Holdings acknowledges
that such Company Stock has not been registered under the Securities Act or any
state securities laws and cannot be resold unless it is so registered or unless
an exception from registration is available, and it must bear the economic risk
of its investment in such Company Stock for an indefinite period of time.
Holdings is an "accredited investor" within the meaning of Regulation D.
1.9 Broker, Finders and Investment Bankers. Holdings has not employed
any broker, finder or investment banker or incurred any liability for any
investment banking fees, financial advisory fees, brokerage fees or finders' or
similar fees in connection with the transactions contemplated by the Merger
Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
2.1 Organization, Power and Authorization. The Company is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Wisconsin and has the power and authority to own all of
its properties and assets and to carry on its business as it is now being
conducted. The Company has the requisite corporate power and authority
necessary to enter into, deliver and carry out its obligations pursuant to this
Agreement.
2.2 Binding Effect. This Agreement constitutes a valid and binding
obligation of the Company which is enforceable against the Company in
accordance with its terms, except to the extent such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or other Laws and
court decisions relating to or affecting the enforcement of creditors' rights
generally (including statutory or other Laws regarding fraudulent transfers),
and is subject to general principles of equity.
2.3 No Consents Required. No Authorizations of or with any
Governmental Entity or any other Authorization of or with any other Person is
required in connection with the execution and delivery of this Agreement by the
Company and its compliance with or performance hereunder.
2.4 Absence of Violations or Conflicts. The execution and delivery of
this Agreement by the Company and its compliance with or performance hereto do
not and will not with the passing of time or giving of notice or both
constitute a violation of, conflict with, constitute a default or require any
payment under, permit a termination of, or result in the creation or imposition
of any Lien upon the Company Stock, under (i) any contract, agreement,
commitment, undertaking or understanding (including rights of refusal or
similar rights or other transfer restrictions) to which the Company is a party,
(ii) any Governmental Order, (iii) any applicable Laws or (iv) the articles of
incorporation or bylaws of the Company.
ARTICLE III
GOVERNANCE
3.1 Board Representation.
(a) Creation of Additional Board of Directors Positions.
Immediately following the Effective Time, the Board of Directors of the Company
(the "Board") shall cause the number of members ("Directors") of the Board to
be increased by two (2) Directors, to a total of ten (10) Directors. The
Directors created pursuant to this Section 3.1(a) shall be Class II Directors.
(b) Designation by Holdings. Immediately following the Effective
Time, the Board shall cause each of the Director positions created pursuant to
Section 3.1(a) to be filled by persons designated by Holdings. Thereafter, for
so long as Holdings' aggregate ownership of Company Stock (together with the
ownership of Company Stock by any of its members or Affiliates) as a percentage
of the total issued and outstanding Company Stock, in each case on a fully
diluted basis (the "Holdings Ownership Percentage"):
(i) is equal to or greater than fifteen percent (15%), Holdings
shall be entitled to designate two (2) nominees for inclusion on any slate of
Directors presented to the shareholders of the Company for election at the
appropriate meeting of the shareholders; and
(ii) is less than fifteen percent (15%) but equal to or greater
than ten percent (10%), Holdings shall be entitled to designate one (1) nominee
for inclusion on any slate of Directors presented to the shareholders of the
Company for election at the appropriate meeting of the shareholders;
provided, however, that in the event that Holdings Ownership
Percentage at any time is less than ten percent (10%), Holdings shall no longer
have any right pursuant to this Agreement to designate any nominees for
inclusion on any slate of Directors presented to the shareholders of the
Company for election at the appropriate meeting of the shareholders. At the
Company's request, any Director designated by Holdings shall resign in the
event that the Holdings Ownership Percentage would no longer entitle Holdings
to designate a nominee for such Director position pursuant to this Section
3.1(b).
3.2 Qualification. Each person designated by Holdings as a nominee for
Director pursuant to Section 3.1(b) shall be nominated for such position by the
nominating committee of the Board (currently its Nominating and Corporate
Governance Committee) (the "Nominating Committee") unless the Nominating
Committee, in the execution of its fiduciary and corporate governance duties,
shall reasonably determine in good faith that such nomination would be
inconsistent with the Nominating Committee's duties under applicable Law or
with applicable regulation or the rules of the New York Stock Exchange. If the
Nominating Committee shall reasonably determine that such designee is not so
qualified, Holdings shall have the opportunity to specify one or more
additional designees who shall become nominees subject to the qualification set
forth in the immediately preceding sentence.
3.3 Observer Rights. In the event Holdings' designees are not elected
to the Board of Directors or Holdings is otherwise not entitled to designate a
nominee pursuant to Section 3.1(b), Holdings may designate an observer, without
voting rights, who will be entitled to attend all meetings of the Company's
Board of Directors (including executive and other committees). Any observer
designated by Holdings shall be entitled to notice of all meetings of the
Company's Board of Directors (including executive and other committee meetings)
and to information provided to any Directors generally.
3.4 Insurance; Indemnification. The Company shall at all times during
the term of this Agreement (a) maintain Directors and Officers liability
insurance in such amount as is usual and customary for companies comparable to
the Company, but in no event less than $20 million and (b) provide in its
charter and bylaws for indemnification of directors and officers to the fullest
extent provided by applicable laws. In addition, the Company shall enter into
separate indemnification agreements reasonably satisfactory to Holdings with
each of the directors designated by Holdings.
ARTICLE IV
NO TRANSFER; RELEASE; RESTRICTIVE COVENANTS
4.1 Transfer of Shares. After the date of this Agreement, other than
a transfer to its members in connection with the merger of Holdings with and
into United or in connection with the Merger, Holdings shall not sell, pledge,
encumber or otherwise transfer any or all of the United Securities.
4.2 Restrictions on Transfer of Company Stock.
(a) Restrictions and Legends. Holdings hereby acknowledges and
agrees that with respect to any shares of Company Stock received by it as
a result of the transactions contemplated by the Merger Agreement, in no
event shall it sell, assign, convey, exchange, pledge, hypothecate, gift,
dispose of or otherwise part with any indicia or aspect of title,
ownership or possession of, to or in (collectively, a "Transfer") (i) any
such shares during the period ending twelve (12) months after the
Effective Time or (ii) in the aggregate more than fifty percent (50%) of
such shares during the period ending eighteen (18) months after the
Effective Time. The preceding restriction shall not apply to any Transfer
to an Affiliate of any of Holdings or in connection with the merger of
Holdings with and into United. Holdings acknowledges that stop transfer
instructions with respect to the Company Stock received by the Holder
will be given to the Company's transfer agent and that there will be
placed on the certificates for such shares a legend stating in substance
as follows:
(i) The securities represented hereby have not been registered
under the Securities Act of 1933, as amended, or any state or other
securities laws and may not be offered, sold, transferred or otherwise
disposed of unless registered with the United States Securities and
Exchange Commission and the securities regulatory authorities of
applicable states or foreign countries or unless an exemption from such
registration is available.
(ii) The offer, sale, transfer or disposal of the securities
represented hereby is restricted pursuant to a Holder Representation Form
and Section 5.11 of the Agreement and Plan of Merger among Rayovac
Corporation, United Industries Corporation, and the other parties
thereto. Rayovac Corporation shall furnish to the Holder hereof a copy of
such Form and Agreement and Plan of Merger upon request and without
charge.
(b) Legends on Subsequent Certificates. The foregoing legends
will also be placed on any certificate representing securities issued
subsequent to the original issuance of the Company Stock to Holdings
pursuant to the Merger Agreement as a result of any transfer of such
shares or any stock dividend, stock split or other recapitalization as
long as the Company Stock issued to Holdings pursuant to the Merger
Agreement has not been transferred in such manner to justify the removal
of the legends therefrom.
(c) Removal of Legends. (i) Upon request from any holder of
the Company Stock issued to Holdings pursuant to the Merger Agreement
received more than twelve (12) months but less than eighteen (18) months
after the Closing Date, the Company will cause the transfer agent for its
stock to issue new certificates to such requesting holder reflecting the
legend set forth in (a)(ii) above only on fifty percent (50%) of such
shares of the Company Stock held by such holder, (ii) upon request from
any holder of the Company Stock issued to Holdings pursuant to the Merger
Agreement received more than eighteen (18) months after the Closing Date,
the Company will cause the transfer agent for its stock to issue new
certificates to such requesting holder reflecting the removal of the
legend set forth in (a)(ii) above on all such shares of the Company Stock
held by such holder and (iii) the legend set forth in (a)(i) above shall
be removed by the Company from any certificate evidencing the Company
Stock upon delivery to the Company of an opinion by counsel, reasonably
satisfactory to the Company, that a registration statement under the
Securities Act is at that time in effect with respect to the legended
security or that such security can be freely transferred in a public sale
without such a registration statement being in effect and that such
transfer will not jeopardize the exemption or exemptions from
registration pursuant to which the Company Stock was issued hereunder.
4.3 Release of United. Effective as of the Closing Date, Holdings
does hereby unconditionally and irrevocably forever release and discharge
United and the Subsidiaries from all obligations and liabilities to Holdings,
all agreements and understandings involving Holdings other than the Warrants,
and all claims and causes of action (whether at law or in equity) of Holdings
against United and the Subsidiaries arising prior to the Closing Date.
4.4 No Interference; Nondisclosure.
(a) No Interference with Customers. During the period commencing on
the Closing Date and continuing for a period of two (2) years thereafter (the
"Non-Interference Period"), Holdings agrees that neither it nor any of its
Affiliates shall solicit, encourage or induce a Customer to withdraw, curtail
or cancel such Customer's business with United or the Subsidiaries. As used in
this Agreement, the term "Customer" means any actual customer of United or the
Subsidiaries served or actually solicited by United or the Subsidiaries within
the twelve (12) month period prior to the Closing Date. As used in this
Agreement, the term "Affiliate" means with respect to any Person, any other
Person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by, or is under common Control with, such Person.
Notwithstanding anything herein to the contrary, with respect to Holdings, the
term "Affiliates" shall not be deemed to include Xxxxxx Investments, Inc. or
any portfolio company of THL (defined below); provided, however, that neither
Holdings nor any of its Affiliates shall provide information concerning
Customers to Xxxxxx Investments, Inc. or such portfolio companies to assist
them in a manner that would violate this Section 4.4 in the absence of the
prior provision of this sentence. As used in this Agreement "Control" means,
with respect to any Person, the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or
otherwise.
(b) No Interference with Employees. Holdings agrees that, during
the Non-Interference Period, neither it nor any of its Affiliates will
directly or indirectly request or induce any employee to terminate his or her
employment with United or the Subsidiaries and accept employment with another
business entity engaged in the consumer lawn and gardening, insect control or
pet supplies business in the United States or Canada, or hire during the
Non-Interference Period any employee within twelve (12) months after
termination of such employee's employment with United or the Subsidiaries.
This Section 4.4 shall not be construed to prohibit Holdings or its Affiliates
from placing general advertisements for employees in newspapers, periodicals
or other media of general circulation or hiring any such employees as a result
thereof or from using recruiting or headhunting firms, so long as such firms
are not specifically directed to target employees of United or the
Subsidiaries.
(c) Trade Secrets; Confidential Information. Holdings recognizes
and acknowledges that it has had access to certain highly sensitive, special,
unique information of United and the Subsidiaries that is confidential or
proprietary. Holdings hereby covenants and agrees that it and its Affiliates
will not (i) as to Trade Secrets for so long as they remain Trade Secrets
under applicable Law and (ii) as to Confidential Information, during the
Non-Interference Period, use or disclose any Trade Secrets or Confidential
Information, except for disclosures to authorized representatives of the
Company; provided, however, that the foregoing restrictions shall not apply to
any information that (W) was, is now, or becomes available to the public (but
not as a result of a breach of any duty of confidentiality by which Holdings,
its Affiliates and its representatives and advisors are bound); (X) is
disclosed to Holdings or its Affiliates by a Person not subject to any duty of
confidentiality with respect to such information; (Y) Holdings or its
Affiliates demonstrates was developed independently by it without the use of
any such non-public information; or (Z) is required by applicable Law or rule
or regulation of a self-regulatory organization to which it may be subject to
be disclosed, but then only (1) to the extent disclosure is required and (2)
after giving the party disclosing such information notice of such obligation
so that it may seek a protective order or other similar or appropriate relief.
For purposes of this Agreement, (i) "Trade Secret" means any information,
including, but not limited to, technical or non-technical data, a formula, a
pattern, a compilation, a program, a device, a method, a technique, a set of
guidelines, a procedure, a drawing, a process, financial data, financial
plans, product plans, or a list of actual or potential customers or suppliers
of United or the Subsidiaries, that derives economic value, actual or
potential, from not being generally known to and not being readily
ascertainable by proper means by other persons who can obtain economic value
from its disclosure or use and is the subject of efforts that are reasonable
under the circumstances to maintain its secrecy or otherwise constitutes a
trade secret under applicable Law; and (ii) "Confidential Information" means
any data or information of United or the Subsidiaries other than Trade
Secrets, which is competitively sensitive and not known to the public.
4.5 No Solicitation of Transactions. Prior to the termination and
abandonment of this Agreement, Holdings shall not and shall cause its
Affiliates, officers, directors, or representatives not to: (a) solicit,
initiate or encourage submission of proposals or offers from any Person other
than the Company relating to any acquisition or purchase of all or a material
part of the stock or assets of, or any merger, consolidation, share exchange
or business combination with, or any recapitalization, restructuring or
issuance or offering of debt or equity securities of, United or any of the
Subsidiaries (an "Acquisition Proposal"); or (b) participate in any
discussions or negotiations regarding, or furnish to any Person other than the
Company and its representatives, any information with respect to, or otherwise
cooperate in any way or assist, facilitate or encourage, any Acquisition
Proposal by any Person other than the Company. Holdings will immediately cease
and cause to be terminated any existing activity, discussions or negotiations
with any Person other than the Company and its representatives conducted prior
to the execution and delivery of this Agreement with respect to any
Acquisition Proposal. If, notwithstanding the foregoing, Holdings should
receive any Acquisition Proposal or any inquiry regarding any such proposal
from any Person, then it shall promptly inform the Company.
ARTICLE V
MISCELLANEOUS
5.1 Release. Holdings hereby releases the Company, its Affiliates and
their officers and directors from any liability for, and agrees not to bring
any suit, action or proceeding against them with respect to, any untrue
statement or alleged untrue statement of any material fact relating to United
or Holdings provided by United or Holdings contained in the Information
Statement, or any amendment or supplement thereof, and for any omission or
alleged omission to state for inclusion in the Information Statement a
material fact required to be stated therein or necessary to make the
statements relating to United or Holdings provided by United or Holdings, and
included therein, not misleading.
5.2 Delivery of Stockholder Materials. As soon as practicable,
Holdings will deliver or cause to be delivered to the Exchange Agent an
Election Form, Holder Representation Form and all Old Certificates and
Warrants with respect to the United Common Shares and Warrants owned by
Holdings, duly executed by Holdings.
5.3 Information. Holdings will furnish all information concerning
Holdings or its members as may be reasonably requested by United or the
Company in connection with the preparation of the Information Statement, the
Supplemental Indenture, any filings with Governmental Entities or as otherwise
reasonably requested in connection with the transactions contemplated by the
Merger Agreement.
5.4 Public Announcements. The timing and content of all press
releases or other public announcements regarding any aspect of this Agreement
to the financial community, Governmental Entities, employees or the general
public by the Company or Holdings shall be subject to the other Parties' prior
approval, except as may be required by applicable Law or rule or regulation of
a self-regulated organization to which such disclosing Party may be subject.
5.5 Termination. This Agreement shall remain in effect until
terminated (i) by a written agreement of the Company and Holdings, (ii) by
cessation of the Company's business and winding up of its affairs, (iii)
automatically upon termination of the Merger Agreement.
5.6 Entire Agreement. This Agreement constitutes the entire agreement
among the Parties in relation to the subject matter hereof, and no other
representations, warranties, covenants, understandings or agreements, or
otherwise, in relation thereto exist among the Parties.
5.7 Amendment. This Agreement may not be amended in any manner except
by an instrument in writing which refers to this Agreement and is executed by
the Company and Holdings.
5.8 Waiver. Any waiver by any Party or any breach of, or failure to
comply with, or failure to enforce at any time, any of the provisions of this
Agreement shall not be construed as or constitute a continuing waiver of such
provision, or a waiver or any other breach of, or failure to comply with, any
other provision of this Agreement, nor shall it in any way affect the validity
of this Agreement or any part thereof or the right of any Party thereafter to
enforce each and every provision of this Agreement.
5.9 Notices. All notices, requests, consents, demands, and other
communications to be given or delivered under or by reason of the provisions
of this Agreement shall be in writing, shall be personally delivered or sent
by certified mail and shall be deemed to have been duly given when received by
the Party to whom addressed at the address of such party as it appears in the
records of the Company from time to time, or at such other place as any of the
Parties may from time to time furnish to the other Parties in writing.
5.10 Governing Law, Consent to Jurisdiction. This Agreement shall be
governed by and construed in accordance with the Laws of the State of New
York, without giving effect to any Laws of such State that would make such
choice of Laws ineffective. Each Party hereby submits to the non-exclusive
jurisdiction of the United States District Court for the Southern District of
New York and of any New York State Court sitting in Manhattan for purposes of
all legal proceedings arising out of or relating to this Agreement or the
transactions contemplated hereby. Each Party irrevocably waives, to the
fullest extent permitted by Law, any objection which it may now or hereafter
have to the laying of the venue of any such proceeding brought in such a court
and any claim that any such proceeding brought in such a court has been
brought in an inconvenient forum.
5.11 Successors and Assigns. This Agreement may not be assigned by
Holdings without the prior written consent of the Company. This Agreement
shall be binding upon and inure to the benefit of the Parties and the heirs,
personal representatives, successors and permitted assigns of the Parties.
Notwithstanding anything herein to the contrary, in connection with any merger
of Holdings with and into United, Holdings may assign its rights and
obligations hereunder to Xxxxxx X. Xxx Equity Fund IV, L.P., Xxxxxx X. Xxx
Foreign Fund IV, L.P. and Xxxxxx X. Xxx Foreign Fund IV-B, L.P. or any of its
Affiliates (collectively, "THL"), provided that THL shall agree in writing to
be bound to the terms and conditions of this Agreement. In connection with any
assignment of this Agreement by Holdings to THL, upon and after such
assignment all references herein "Holdings" shall be deemed to refer to "THL".
5.12 Execution in Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.
[SIGNATURES ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have executed, or have caused
their duly authorized officers or representatives to execute, this Agreement as
of the day and year first above written.
RAYOVAC CORPORATION
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: President and Chief Operating Officer
UIC HOLDINGS, L.L.C.
By: Xxxxxx X. Xxx Equity Fund IV, L.P.,
its Managing Member
By: THL Equity Advisors IV, LLC,
its General Partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Director
Schedule 1.1
Members of Holdings
-------------------
Xxxxxx X. Xxx Equity Fund IV, L.P.:
Xxxxxx X. Xxx Foreign Fund IV, L.P.
Xxxxxx X. Xxx Foreign Fund IV-B, L.P.
1997 Xxxxxx X. Xxx Nominee Trust
Xxxxx X. Xxxxxxx
The 1995 Harkins Gift Trust
Xxxxx X. Xxxxxx
X. Xxxxxx Xxxx
Xxxxx X. Xxxxxxxx
Xxxxxxx X. XxXxxx
Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxx, Xx.
Xxxxx Family Limited Partnership
Xxxx X. Xxxxx
Xxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx
Xxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxx
Xxxxx Xxxxxxx
Xxxxx Xxxxx
Xxxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxx
Xxxxxx X. Xxxxxxx
RSL Trust
Xxxxxxx Xxxxxxx Xxx
Xxxxxxx X. Xxxxxx as Custodian for Xxxxx Xxx
Xxxxxxx X. Xxxxxx
Xxxxx Xxxxxx
Xxxxxx X. Xxx Charitable Investment L.P.
Xxxxxx X. Xxx Investors
