EXHIBIT 99.2
THIRD SUPPLEMENT TO
AMENDED AND RESTATED
AMENDMENT NO. 4 TO AND WAIVER NO. 1 UNDER
AMENDED AND RESTATED CREDIT AGREEMENT
THIRD SUPPLEMENT dated as of July 12, 2001 (this "SUPPLEMENT" or the
"THIRD SUPPLEMENT") to Amended and Restated Amendment No. 4 to and Waiver No. 1
dated (the "BASIC WAIVER") as of March 21, 2001, as supplemented by the First
Supplement thereto (the "FIRST SUPPLEMENT") dated as of April 20, 2001 and the
Second Supplement thereto (the "SECOND SUPPLEMENT") dated as of May 15, 2001
(taken together, the "EXISTING WAIVER") under the Amended and Restated Credit
Agreement dated as of December 11, 1998 (as heretofore amended or modified, the
"CREDIT AGREEMENT") among POLAROID CORPORATION (the "COMPANY"), the LENDERS
party thereto (the "LENDERS"), FLEET NATIONAL BANK (formerly known as
BANKBOSTON, N.A.), as Co-Agent, and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK,
as Administrative Agent (in such capacity, the "ADMINISTRATIVE AGENT") and
Collateral Agent.
W I T N E S S E T H :
WHEREAS, the Company and the Lenders entered into the Existing Waiver,
pursuant to which the Lenders granted certain interim waivers to the Company on
terms and conditions set forth therein;
WHEREAS, the Company advised the Lenders that its Board of Directors,
in a resolution adopted on July 11, 2001, has decided that it is in the best
interests of the Company not to make the interest payments on the 2002 Notes (as
defined below) or the 2007 Notes (as defined below) due on July 15, 2001 or the
interest payment on the 2006 Notes (as defined below) due on August 15, 2001;
WHEREAS, the Company and the Lenders desire to extend the duration of
the interim waivers and make certain other changes to the Credit Agreement; and
WHEREAS, except as otherwise expressly modified hereby, the terms of
the Existing Waiver (including those of the First Supplement and the Second
Supplement) are and will remain in full force and effect, and the Company
expressly acknowledges and confirms the continued applicability of Section 3(c)
of the Basic Waiver (after giving effect to the modifications contained herein);
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS; REFERENCES. (a) Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
and is not defined in the Existing Waiver shall have the meaning assigned to
such term in the Credit Agreement. Unless otherwise specifically defined herein,
each term used herein which is defined in the Existing Waiver shall have the
meaning assigned to such term in the Existing Waiver. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Supplement becomes
effective, refer to the Credit Agreement as modified hereby for the period the
Existing Waiver remains in effect. Each reference to "hereof", "hereunder",
"herein" and "hereby" and each other similar reference to "this Waiver" and each
other similar reference in the Existing Waiver shall, after this Supplement
becomes effective, refer to the Existing Waiver as modified hereby for the
period the Existing Waiver remains in effect.
(b) As used herein, the following additional terms have the following
meanings:
"2002 NOTES" means the 6.75% Notes of the Company issued in the initial
aggregate principal amount of $150,000,000 under the Indenture and due January
15, 2002.
"2006 NOTES" means the 11.50% Notes of the Company issued in the
initial aggregate principal amount of $275,000,000 under the Indenture and the
Supplemental Indenture and due February 15, 2006.
"2007 NOTES" means the 7.25% Notes of the Company issued in the initial
aggregate principal amount of $150,000,000 under the Indenture and due January
15, 2007.
"JUNE 29 MEETING MATERIALS" means the written materials prepared by or
on behalf of the Company and distributed to the Lenders in connection with the
lender meeting held on June 29, 2001, as identified as attachments to the
Company's letter to the Administrative Agent dated July 12, 2001.
"NOTES" means, collectively, the 2002 Notes, the 2006 Notes and the
2007 Notes.
"TRUSTEE" means State Street Bank and Trust Company, as Trustee under
the Indenture.
"UK WAIVER" means, collectively, the Amendment and Waiver Agreements
dated March 26, 2001, May 15, 2001 and July 12, 2001, relating to the UK Credit
Agreement.
SECTION 2. EXTENSION AND OTHER CHANGES TO TERMS OF THE EXISTING WAIVER.
The terms of the Existing Waiver are amended as follows.
(a) The definition of "Waiver Availability Limit" set forth in the
First Supplement and amended in the Second Supplement is further amended to read
as follows:
"WAIVER AVAILABILITY LIMIT" means: (a) initially, $350,000,000
and (b) on and after the closing of the Sale, $316,000,000; PROVIDED
that (i) on each date on which the Company makes a payment of rent
pursuant to the Reservoir Site Lease in accordance with the schedule
attached hereto as Schedule 1, the amount specified in clause (b) shall
automatically be increased by the amount of such payment (rounded
downwards to the nearest multiple of $100,000) PROVIDED that the
aggregate amount of increase pursuant to this clause (i) shall not
exceed $7,000,000 and (ii) on each date on which the Company receives
(x) a payment of any contingent purchase price payment from the Buyer
as contemplated by the Purchase and Sale Agreement, (y) a return of any
portion of its security deposit under the Reservoir Site Lease
(including by way of refund of any funds securing a letter of credit
issued for its account for such purpose or payment of a deferred
portion of the purchase price held in lieu of a cash security deposit)
or (z) a return of any portion of the funds securing the Company's
obligations under the letter of credit referred to in the DPW
Memorandum, the amount specified in clause (b) shall automatically be
decreased by the amount of such payment or return (rounded upwards to
the nearest multiple of $100,000).
The Company acknowledges and agrees that references in this definition
to periods after the Waiver Expiry Time are solely for purposes of memorializing
the Company's agreement with the Lenders on the subject of availability and
pay-down of Loans under the Credit Agreement in such periods, and, as set forth
in Section 3(c) of the Basic Waiver, the Lenders are under no obligation to
extend, and in their sole and absolute discretion may refuse to extend, the
Waiver beyond the Waiver Expiry Time.
Any references elsewhere in the Existing Waiver that refer to further
reductions in amount levels in this definition shall mean reductions from the
amount levels as amended by this subsection (a).
(b) The definition of "Cash Forecast" set forth in the Second
Supplement is amended to read as follows:
"CASH FORECAST" means the "Domestic Receipts and Disbursements
Forecast" attached to the Company's letter to the Administrative Agent
dated July 12, 2001 and covering the period from the week ending July
13, 2001 through the week ending October 12, 2001, and showing forecast
cash receipts and disbursements of the Company and its Domestic
Subsidiaries (other than in respect of the principal amount of any
Loans, but including
proceeds of asset dispositions) weekly, the net difference (whether
positive or negative, referred to herein as "cash flow") and forecast
cumulative net cash flow from the beginning of such period through each
succeeding week.
(c) The definition of "Operating Plan" set forth in the Second
Supplement is amended to read as follows:
"OPERATING PLAN" means (i) initially, the Company's summary
revised operating plan for the Fiscal Year 2001 attached to the
Company's letter to the Administrative Agent dated July 12, 2001 and
(ii) beginning with the delivery to the Administrative Agent of the
revised operating plan for the Fiscal Year 2001 contemplated by Section
6 of the Third Supplement, such revised operating plan.
(d) Clauses (a) and (b) of Section 3 of the Basic Waiver are amended to
read as follows:
(a) The Lenders party hereto waive (including for purposes of
clause (c) of Section 3.03 of the Credit Agreement) any Default
occurring on account of (i) the Company's failure to be in compliance
with Section 5.07 or Section 5.08(a) of the Credit Agreement as at any
time during the Fiscal Year 2001 or (ii) the Company's failure to make
when due any of the payments of interest on the Notes due on July 15 or
August 15, 2001. In addition, the Lenders party hereto hereby waive any
Default that may have occurred as a result of the Company at any time
prior to the date hereof having made or been deemed to have made the
representation and warranty set forth in Section 4.05(c) of the Credit
Agreement without qualification by the circumstances described in the
June 29 Meeting Materials. Furthermore, the requirements of clause (d)
of Section 3.03 of the Credit Agreement are hereby waived to the
limited extent that the representation and warranty set forth in
Section 4.05(c) of the Credit Agreement is not true solely on account
of the circumstances described in the June 29 Meeting Materials, and
any representation and warranty made or deemed made by the Company on
or after the date hereof during the Waiver Period pursuant to Section
3.03 of the Credit Agreement or Section 10 of the Third Supplement
shall be deemed qualified to such extent.
(b) The foregoing waivers shall be effective solely for the
period (the "WAIVER PERIOD") beginning on February 16, 2001 and ending
at 5:00 P.M. (Eastern time) on October 12, 2001 or such earlier time as
is determined pursuant to Section 8 of this Waiver (the "WAIVER EXPIRY
TIME").
(e) The first paragraph of Section 4 of the Basic Waiver is amended to
read as follows:
The Company agrees that during the period from the date hereof
until 5:30 P.M. (Eastern time) on October 12, 2001 it will not give any
Notice of Borrowing, and the Lenders shall have no obligation to fund
any Borrowing of Loans, unless such Borrowing is in accordance with the
provisions of this Section 4 (and otherwise in compliance with this
Waiver and the Credit Agreement as modified hereby).
(f) The reference to "$5 million" in the fourth line of Section 6(a) of
the Second Supplement is amended to read "$7.5 million".
SECTION 3. ADDITIONAL REPORTING. The Company agrees that it will
deliver the following information to the Administrative Agent and each Lender
(with a copy to Xxxxxxxx & Xxxxx and Xxxxx Xxxx & Xxxxxxxx).
(a) Notice by facsimile or e-mail immediately, and in any event on the
same day, if:
(i) the Company either makes or fails to make when due
(without regard to any grace period) any of the payments of interest on
the Notes due on July 15 or August 15, 2001;
(ii) the Company either makes or fails to make when due
(without regard to any grace period) any of the payments of rent
pursuant to the Reservoir Site Lease referred to in the definition of
Waiver Availability Limit; or
(iii) the Company receives any funds of the character
described in subclauses (ii)(x), (y) or (z) of the definition of Waiver
Availability Limit.
(b) Notice by facsimile or e-mail promptly, and in any event on the
same day, of receipt from the Trustee or Persons purporting to constitute the
holders of at least 25% of the outstanding 2002 Notes, 2007 Notes or 2006 Notes
of notice accelerating the maturity of the 2002 Notes, 2007 Notes or 2006 Notes,
respectively, together with a copy of such notice, or of knowledge that the
Trustee or Persons purporting to be the holders of 25% or more of the principal
amount of the 2002 Notes, 2007 Notes or 2006 Notes have commenced legal
proceedings to collect any unpaid amount of principal of or interest on the 2002
Notes, 2007 Notes or 2006 Notes, respectively.
SECTION 4. CAPITAL EXPENDITURE COVENANT. Consolidated Capital
Expenditures will not, for each period beginning on January 1, 2001 and ending
on the last day of a fiscal month specified below, exceed the amount specified
for such fiscal month below:
FISCAL MONTH AMOUNT
July, 2001 $45,200,000
August, 2001 $53,200,000
September, 2001 $61,200,000
SECTION 5. OTHER CHANGES TO THE TERMS OF THE CREDIT AGREEMENT. (a) The
Company agrees that it will not use, whether directly or indirectly, any
proceeds of the Loans or of any Collateral to make any of the payments of
interest on the Notes due on July 15 or August 15, 2001.
(b) The Company agrees that it will promptly commence and diligently
pursue the preparation of a plan for the restructuring of its capital structure,
which will include in reasonable detail both the terms and conditions of such
restructuring and the timing and process for implementing such plan. The Company
further agrees to consult (and cause its advisers to consult) regularly during
such preparation with the Administrative Agent and its advisers.
(c) Clauses (a) and (b) of Section 4.05 of the Credit Agreement are
amended to read as follows:
(a) The consolidated balance sheet of the Company and its Consolidated
Subsidiaries as of December 31, 2000 and the related consolidated statements of
earnings, cash flows and changes in common stockholders' equity for the Fiscal
Year then ended, reported on by KPMG Peat Marwick LLP and set forth in the
Company's 2000 Form 10-K, a copy of which has been delivered to each of the
Lenders, fairly present, in conformity with GAAP, the consolidated financial
position of the Company and its Consolidated Subsidiaries as of such date and
their consolidated results of operations and cash flows for such Fiscal Year.
(b) The unaudited consolidated balance sheet of the Company and its
Consolidated Subsidiaries as of March 31, 2001 and the related unaudited
consolidated statements of earnings, cash flows and changes in common
stockholders' equity for the three months then ended, set forth in the Company's
First Quarter 2001 Form 10-Q, a copy of which has been delivered to each of the
Lenders, fairly present, in conformity with GAAP applied on a basis consistent
with the financial statements referred to in Section 4.05(a), the consolidated
financial position of the Company and its Consolidated Subsidiaries as of such
date and their consolidated results of operations and cash flows for such
three-month period (subject to normal year-end adjustments).
(d) The rights of each Lender pursuant to clause (ii) of Section
9.03(a) of the Credit Agreement shall be determined without giving effect to
this Supplement or the Existing Waiver. Without limiting the generality of
Section 9.03(a), the Company agrees that it will pay promptly, and in any event
within ten (10) days after receipt of an invoice, all statements for fees and
expenses (which may include amounts on account) of any financial, accounting or
valuation advisers or special counsel retained by the Agents or any steering
committee for the Lenders, as well as all out-of-pocket expenses incurred by
either Agent or any member of any such steering committee in connection with it
acting as such.
SECTION 6. REVISED OPERATING PLAN. The Company agrees to prepare and
deliver to the Administrative Agent (with copies for each of the Lenders),
promptly and in any event no later than August 24, 2001, a revised operating
plan for the Fiscal Year 2001, which (x) shall be of comparable scope and level
of detail as the "Operating Plan" referred to in the Second Supplement and (y)
include projections and financial and other information that are not materially
more negative, taken as a whole, than the projections and financial and other
information contained in the June 29 Meeting Materials.
SECTION 7. LAPSE OF WAIVER. (a) The Company agrees that Section 8 of
the Basic Waiver is amended to add the following sentence at the end of such
Section:
In addition, the waivers granted hereby shall cease to be in effect,
immediately and without the requirement of any prior notice from or
further action on the part of any Lender or the Administrative Agent,
in the event that (x) the Company shall make any of the payments of
interest on the Notes due on July 15 or August 15, 2001 or (y) the
Trustee or Persons purporting to constitute the holders of at least 25%
of the outstanding 2002 Notes, 2007 Notes or 2006 Notes give notice
accelerating the maturity of the 2002 Notes, 2007 Notes or 2006 Notes,
respectively, OR the Trustee or Persons purporting to be the holders of
25% or more of the principal amount of the 2002 Notes, 2007 Notes or
2006 Notes commence legal proceedings to collect any unpaid amount of
interest on the 2002 Notes, 2007 Notes or 2006 Notes, respectively.
(b) The occurrence of any time earlier than the Waiver Expiry Time at
which the waivers granted in relation to the UK Credit Agreement by the UK
Waiver expire shall enable the Administrative Agent, by notice given to the
Company at the direction of the Required Lenders, to cause the waivers granted
by the Existing Waiver to cease to be in effect, immediately upon delivery of
such notice.
SECTION 8. FINANCING DOCUMENT. The Company agrees that this Supplement
shall be considered a "Financing Document" for all purposes of the Credit
Agreement, including without limitation clause (e) of Section 6.01 thereof.
SECTION 9. RELEASE OF BANK LIABILITY. The Company, for itself and on
behalf of its affiliated entities, successors, assigns and legal representatives
(the "COMPANY PARTIES"), jointly and severally releases, acquits and forever
discharges the Administrative Agent, the Collateral Agent, the Co-Agent and each
Lender (collectively, the "BANK PARTIES"), and their respective subsidiaries,
parents, affiliates, officers, directors, employees, agents, attorneys,
successors and assigns, both present and former (collectively, the "BANKS'
AFFILIATES") from any and all manner of actions, causes of action, suits, debts,
controversies, damages, judgments,
executions, claims and demands whatsoever, asserted or unasserted, in contract,
tort, law or equity which the Company or any other Company Party has or may have
against any of the Bank Parties and/or the Banks' Affiliates by reason of any
action, failure to act, matter or thing whatsoever arising from or based on
facts occurring prior to the date hereof, including but not limited to any claim
or defense that relates to, in whole or in part, directly or indirectly, (i) the
making or administration of the Loans, including without limitation, any such
claims and defenses based on fraud, mistake, duress, usury or misrepresentation,
or any other claim based on so-called "lender liability theories", (ii) any
covenants, agreements, duties or obligations set forth in the Financing
Documents, (iii) any actions or omissions of any of the Bank Parties and/or the
Banks' Affiliates in connection with the initiation or continuing exercise of
any right or remedy contained in the Financing Documents or at law or in equity,
(iv) lost profits, (v) loss of business opportunity, (vi) increased financing
costs, (vii) increased legal or other administrative fees, or (viii) damages to
business reputation.
SECTION 10. REPRESENTATIONS OF THE COMPANY. The Company represents and
warrants that (i) the representations and warranties of the Company set forth in
Article 4 of the Credit Agreement will be true on and as of the Third Supplement
Effective Date and (ii) no Default will have occurred and be continuing on such
date, except in any case as expressly contemplated to be waived by this
Supplement and the Waiver. Without limiting the generality of the foregoing, the
Company further represents and warrants that all information (other than
projections) heretofore furnished by the Company to the Administrative Agent or
any Lender for purposes of or in connection with this Supplement does not, and
all such information hereafter furnished by the Company to the Administrative
Agent or any Lender will not, contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in light of the circumstances under which they were or will be made,
not misleading, and all projections included in any such information will be
based upon good faith estimates and assumptions believed by the Company's senior
management to be reasonable at the time delivered, and at the time delivered
represent senior management's reasonable best estimate of the future performance
of the operations of the Company and its Subsidiaries.
SECTION 11. CONSENT BY GUARANTORS. By its signature below, each
Guarantor (as defined in the Subsidiary Guaranty Agreement) hereby consents to
this Supplement, and acknowledges that this Supplement shall not alter, release,
discharge or otherwise affect any of its obligations under the Credit Agreement
or any Financing Document, and hereby ratifies and confirms all of the Financing
Documents to which it is a party.
SECTION 12. GOVERNING LAW. This Supplement shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 13. COUNTERPARTS. This Supplement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
SECTION 14. EFFECTIVENESS. (a) This Supplement shall become effective
as of the date hereof on the date (the "THIRD SUPPLEMENT EFFECTIVE DATE") when
the Administrative Agent shall have received:
(i) from each of the Company, each Guarantor and the Required
Lenders a counterpart hereof signed by such party or facsimile or other
written confirmation (in form satisfactory to the Administrative Agent)
that such party has signed a counterpart hereof;
(ii) confirmation that the Company has paid all fees of the
Administrative Agent and all statements of Xxxxx Xxxx & Xxxxxxxx,
special counsel for the Administrative Agent, and Xxxxxxxx and Xxxxx,
financial advisors, that have been rendered to the Company at least one
Domestic Business Day prior to the Third Supplement Effective Date in
respect of this Supplement or other Credit Agreement matters; and
(iii) evidence satisfactory to it that the lenders under the
UK Credit Agreement shall have waived any defaults thereunder until a
date no earlier than October 12, 2001, pursuant to a waiver containing
terms that, taken as a whole, are neither more favorable to those
lenders nor more restrictive or burdensome to the Company than
amendments or waivers previously or concurrently made to the Credit
Agreement.
(b) Each Lender that has evidenced its agreement hereto as provided in
Section 14(a) by 5:00 P.M. (Eastern time) on the later of (x) July 11, 2001 and
(y) the date the Administrative Agent issues a notice to the Lenders saying this
Supplement has become effective (such later date, the "FEE DETERMINATION DATE")
will have earned as of the Third Supplement Effective Date a waiver fee in an
amount equal to 0.25% of such Lender's Commitment (as of the opening of business
on the date hereof). The waiver fees contemplated in the previous sentence shall
be payable by the Company to the Administrative Agent for the account of such
Lenders, in immediately available funds, as follows. One-third (1/3) of the
aggregate amount of such fees shall be payable on each of the following dates:
the first Domestic Business Day after the Fee Determination Date, the date that
is thirty (30) days after the Third Supplement Effective Date (or if such date
is not a Domestic Business Day, the first Domestic Business Day after such date)
and the date that is sixty (60) days after the Third Supplement Effective Date
(or if such date is not a Domestic Business Day, the first Domestic Business Day
after such date). If any Lender that has earned such a waiver fee assigns any of
its rights in respect of its Loans and Commitment pursuant to Section 9.06(c) of
the Credit Agreement at a time when one or both of the second and third
installments of such waiver fee remain unpaid, a proportionate amount of any
unpaid installment shall be payable to the Assignee thereof as of the day such
installment is payable.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to
be duly executed as of the date first above written.
POLAROID CORPORATION
By: /s/ X.X. Xxxxxxxx
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Title: Executive Vice President,
Chief Financial Officer
INNER CITY, INC.
By: /s/ X.X. Xxxxxxxx
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Title: Director
POLAROID ASIA PACIFIC LIMITED
By: /s/ X.X. Xxxxxxxx
-------------------------------------------
Title: Director
POLAROID LATIN AMERICA CORPORATION
By: /s/ X.X. Xxxxxxxx
-------------------------------------------
Title: Director
POLAROID DIGITAL SOLUTIONS, INC.
By: /s/ X.X. Xxxxxxxx
-------------------------------------------
Title: Director
POLAROID EYEWEAR, INC.
By: /s/ X.X. Xxxxxxxx
-------------------------------------------
Title: Director
POLAROID ID SYSTEMS, INC.
By: /s/ X.X. Xxxxxxxx
-------------------------------------------
Title: Director
POLAROID MALAYSIA LIMITED
By: /s/ X.X. Xxxxxxxx
-------------------------------------------
Title: Director
PRD CAPITAL INC.
By: /s/ X.X. Xxxxxxxx
-------------------------------------------
Title: Director
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By: /s/ Xxxxxxxx X. Xxxxxx
-------------------------------------------
Title: Vice President
ABN AMRO BANK N.V.
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
Title: Group Senior Vice President
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
-------------------------------------------
Title: Group Vice President
TRANSAMERICA BUSINESS CREDIT CORPORATION
By: /s/ Xxxxx Xxxxxxxxxx
-------------------------------------------
Title: Senior Vice President
DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS
BRANCHES
By: /s/ Xxxxx Xxxxxx
-------------------------------------------
Title: Vice President
By: /s/ Xxxxx X. Xxxxx
-------------------------------------------
Title: Vice President
BANK ONE, NA
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------------
Title: Senior Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as investment advisor
By: /s/ Xxxxx X. Page
-------------------------------------------
Title: Vice President
THE SUMITOMO BANK, LIMITED, NEW YORK BRANCH
By: /s/ Xxx Xxxxxxxxx
-------------------------------------------
Title: Vice President
WACHOVIA BANK, N.A.
By: /s/ Xxxx Xxxxxx
-------------------------------------------
Title: Vice President
FLEET NATIONAL BANK
By: /s/ Xxxxxx Xxxxxxx
-------------------------------------------
Title: Senior Vice President
MELLON BANK, N.A.
By: /s/ Xxxxxx Xxxxx
-------------------------------------------
Title: Vice President
TEXTRON FINANCIAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------------
Title: Director
PNC BANK, NATIONAL ASSOCIATION
By: /s/ J. Xxxxxxx Xxxxx
-------------------------------------------
Title: Vice President
FOOTHILL INCOME TRUST, L.P.
By: /s/ Xxxx Xxxxxx
-------------------------------------------
Title: Managing Member
ERSTE BANK NEW YORK
By: /s/ Xxxxxxx Xxxxxxxxxxx
-------------------------------------------
Title: Director
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------------
Title: Managing Director
XXXXXXX X. XXXXX & SONS LLC
By: /s/ Xxxx Xxxxxx
-------------------------------------------
Title: Managing Director
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------------
Title: Dual Authorized Signatory
XXXXXXX CAPITAL, LTD.
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------------------------
Title: Director
