Exhibit 4.2
REGISTRATION RIGHTS AGREEMENT
Among
SUPERIOR ENERGY SERVICES, INC.
And
THE PARTIES SPECIFIED HEREIN
July 15, 1999
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is entered into
this ______ day of July 1999, by and among Superior Energy Services, Inc.,
a Delaware corporation ("Superior"), and the parties listed on the
signature page hereof under the heading "Shareholders" (each a
"Shareholder" and, collectively, the "Shareholders").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Agreement and Plan of Merger (the
"Merger Agreement") dated April 20, 1999, as amended by Amendment No. 1
thereto dated as of June 30, 1999, entered into by and between, INTER ALIA,
Superior and Cardinal Holding Corp. ("Cardinal"), each Shareholder received
upon consummation of the merger (the "Merger") contemplated by the Merger
Agreement, shares of Superior Common Stock in exchange for the shares of
common stock of Cardinal it holds; and
WHEREAS, the parties hereto desire to set forth certain additional
agreements among them relating to the Registrable Securities owned by the
Shareholders.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereto agree as follows:
1. DEFINED TERMS. The following capitalized terms when used in this
Agreement shall have the following meanings:
"Affiliate" shall have the meaning ascribed by Rule 12b-2 promulgated
under the Exchange Act.
"Common Stock" means the common stock, $.001 par value per share, of
Superior.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"First Reserve Funds" means First Reserve Fund VII, Limited
Partnership and First Reserve Fund VIII, L.P., both Delaware limited
partnerships.
"Fully Diluted Basis" means all issued and outstanding shares of
Common Stock, plus all shares of Common Stock issuable upon the exercise of
any warrants, options or rights to acquire Common Stock which are then
outstanding, regardless of whether such warrants, options or other rights
are at the time exercisable.
"Holders" means the holders of the Registrable Securities in
accordance with the terms of this Agreement.
"Person" means an individual, corporation, partnership, limited
liability company, joint venture, or other business trust, joint stock
company, trust, unincorporated association or other legal entity of
whatever nature.
"Piggyback Registration" means a piggyback registration as defined in
Section 2(b) hereof.
"Prospectus" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the
Securities Act), as amended or supplemented by any prospectus supplement,
with respect to the terms of the offering of any portion of the Registrable
Securities covered by such Registration Statement and all other amendments
and supplements to the prospectus, including post-effective amendments, and
all material incorporated by reference or deemed to be incorporated by
reference in such prospectus.
"Registrable Securities" means (a) all shares of Common Stock issued
to the Shareholders pursuant to the Merger Agreement and (b) any other
securities issued by Superior after the date hereof with respect to such
shares of Common Stock by means of exchange, reclassification, dividend,
distribution, split up, combination, subdivision, recapitalization, merger,
spin-off, reorganization or otherwise; provided, however, that as to any
Registrable Securities, such securities shall cease to constitute
Registrable Securities for the purposes of this Agreement if and when (i) a
Registration Statement with respect to the sale of such securities shall
have been declared effective by the SEC and such securities shall have been
sold pursuant thereto; (ii) such securities shall have been sold in
compliance with all applicable resale provisions of Rule 144 under the
Securities Act; or (iii) such securities cease to be issued and outstanding
for any reason.
"Registration Statement" means any registration statement filed by
Superior that covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus included therein,
amendments and supplements to such registration statement, including post-
effective amendments, all exhibits, and all material incorporated by
reference or deemed to be incorporated by reference in such registration
statement.
"SEC" means the Securities and Exchange Commission, or any successor
agency thereto.
"Securities Act" means the Securities Act of 1933, as amended.
"Shelf Registration" means the shelf registration as defined in
Section 2(a).
"Suspension Period" means a period of time (a) commencing on the date
on which Superior provides notice that the Registration Statement for the
Shelf Registration is no longer effective, the Prospectus included therein
no longer complies with the requirements prescribed by Section 10(a) of the
Securities Act or the occurrence of any event requiring the preparation of
a supplement or amendment to the Prospectus included so that, as thereafter
delivered to the purchasers of such Registrable Securities, such Prospectus
will not contain an untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading, and (b) ending on the date when each Shareholder
either receives copies of the supplemented or amended Prospectus
contemplated by subparagraph (a) above or otherwise is advised in writing
by the Company that the use of the Prospectus may be resumed.
2. REGISTRATION RIGHTS
(a) Shelf Registration. (i) Superior shall prepare and file with
the SEC within 90 days after the date hereof, a Registration Statement
relating to the resale from time to time of the Registrable Securities by
the Shareholders in accordance with the plan and method of distribution set
forth in the Prospectus forming part of such Registration Statement (the
"Shelf Registration").
(ii) Superior agrees to use its reasonable best efforts to keep the
Shelf Registration continuously effective until the first to occur of (A)
the second anniversary of the consummation of the Merger and (B) the date
on which all of the Registrable Securities covered by the Shelf
Registration have been sold pursuant thereto or may be sold pursuant to
Rule 144(k) under the Securities Act (or any successor rule thereof).
(iii) Each Shareholder agrees that it will not sell any Registrable
Securities pursuant to the Shelf Registration during any Suspension Period.
Superior agrees to cause any Suspension Period to end as soon as reasonably
practicable.
(iv) No Shareholder shall sell pursuant to the Shelf Registration a
greater number of Registrable Securities than could be sold without
registration under the Securities Act pursuant to Rule 144(e) as presently
in effect.
(b) Piggyback Registration. If Superior proposes to file a
registration statement under the Securities Act with respect to an offering
of Common Stock (i) for Superior's own account (other than a registration
statement on Form S-4 or S-8 (or any substitute form that may be adopted by
the SEC for transactions traditionally registered on Forms S-4 or S-8)) or
(ii) for the account of any of its holders of Common Stock, then Superior
shall give written notice of such proposed filing to the Shareholders as
soon as practicable (but in no event later than 30 days before the filing
date), and such notice shall offer the Shareholders the opportunity to
register such number of shares of Registrable Securities as the
Shareholders may request within 20 days after receipt by the Shareholders
of Superior's notice on the same terms and conditions as Superior's or such
Holder's Common Stock (a "Piggyback Registration"). The Shareholders will
be permitted to withdraw all or any part of their Registrable Securities
from a Piggyback Registration at any time prior to the date the
Registration Statement filed pursuant to such Piggyback Registration
becomes effective with the SEC.
Notwithstanding anything contained herein, if the Piggyback
Registration is an underwritten offering and the lead managing underwriter
of such offering delivers a written opinion to Superior that the size of
the offering that Superior, the First Reserve Funds, the Holders and any
other Persons whose securities are proposed to be included in such offering
is such that the offering or the offering price would be materially and
adversely affected, Superior will include in such Piggyback Registration in
the following order of priority (i) first, all of the Registrable
Securities requested by the First Reserve Funds and the Holders, on a pro
rata basis based on the amount of securities sought to be registered, and
(ii) second, the securities proposed to be registered by any other Persons;
provided, that in no event shall the number of securities included in a
Piggyback Registration for Persons pursuant to Section (c)(ii) be reduced
below the lesser of (i) the number of securities such Persons would be
entitled to include in such Piggyback Registration if, in the event of a
reduction of the size of the offering pursuant to this Section 2(c), they
were entitled, notwithstanding the terms of this Section 2(c), to include
their securities in such Piggyback Registration on a pro rata basis with
the First Reserve Funds and the Cardinal Holders based on the amount of
securities sought to be registered and (ii) 20% of the total amount of
securities included in such offering for Persons other than Superior and
the Persons, if any, demanding such registration.
(c) Filings; Information. In connection with the Shelf
Registration:
(i) Superior will prepare and file with the SEC a
Registration Statement on any form of the SEC for which Superior
then qualifies and which counsel for Superior shall deem
appropriate and available for the sale of the Registrable
Securities to be registered thereunder in accordance with the
intended method of distribution thereof.
(ii) Superior will prepare and file with the SEC such
amendments and supplements to the Registration Statement and
Prospectus used in connection therewith as may be necessary to
keep the Registration Statement effective for the period
specified in Section 2(a)(ii) and comply with the provisions of
the Securities Act with respect to the disposition of all
securities covered by such Registration Statement during such
period in accordance with the intended methods of disposition by
the sellers thereof set forth in such Registration Statement.
(iii) Superior will, if requested, prior to filing the
Registration Statement or any amendment or supplement thereto,
furnish to any Shareholder, copies thereof, and thereafter
furnish to each Shareholder, such number of copies of such
Registration Statement, amendment and supplement thereto (in each
case including all exhibits thereto and documents incorporated by
reference therein) and the Prospectus included in the
Registration Statement as such Shareholder may reasonably request
in order to facilitate the sale of the Registrable Securities.
(iv) Superior will promptly notify each Shareholder when the
SEC declares the Registration Statement effective.
(v) Superior will promptly notify the Shareholders of any
stop order issued or, to Superior's knowledge, threatened to be
issued by the SEC and take all reasonable actions required to
prevent the entry of such stop order or to remove it as soon as
practicable if entered.
(vi) Superior will use its reasonable best efforts to
qualify the Registrable Securities for offer and sale under such
other securities or blue sky laws of such jurisdictions in the
United States as the Shareholders reasonably request; provided
that Superior will not be required to (A) qualify generally to do
business in any jurisdiction where it would not otherwise be
required to qualify but for this subparagraph 2(c)(vi), (B)
subject itself to taxation in any such jurisdiction or (C)
consent to general service of process in any such jurisdiction.
(vii) Superior will notify the Shareholders of the
commencement and termination of a Suspension Period. The
Shareholders agree that during any Suspension Period, the
Shareholders will forthwith discontinue the offer and sale of
Registrable Securities pursuant to the Registration Statement
until receipt by the Shareholders of the copies of such
supplemented or amended Prospectus as may be required and, if so
directed by Superior, the Shareholders will deliver to Superior
all copies, other than permanent file copies, then in the
Shareholders' possession of the most recent Prospectus at the
time of receipt of such notice.
(viii) Superior will enter into customary agreements and
take such other actions as are reasonably required in order to
expedite or facilitate the sale of the Registrable Securities
pursuant to the Registration Statement.
(ix) Superior will make generally available to the
Shareholders, as soon as reasonably practicable, but not later
than the first day of the fifteenth full calendar month following
the effective date of the Registration Statement, an earnings
statement covering a period of 12 months, beginning within three
months after the effective date of the Registration Statement,
which earnings statement shall satisfy the provisions of Section
11(a) of the Securities Act and the rules and regulations of the
SEC thereunder.
(x) Superior will use its reasonable best efforts to cause
all such Registrable Securities to be listed on each securities
exchange or market on which the Common Stock is then listed.
(xi) Superior will furnish to each Shareholder a signed
counterpart, addressed to the Shareholder, of an opinion or
opinions of counsel of Superior and a comfort letter or comfort
letters from Superior's independent public accountants, each in
customary form and covering such matters of the type customarily
covered by opinions or comfort letters delivered to underwriters
in underwritten public offerings of securities.
Superior may require the Shareholders to furnish promptly in
writing to Superior such information regarding the Shareholders, the plan
of distribution of the Registrable Securities and other information as
Superior may from time to time reasonably request or as may be legally
required in connection with the Registration Statement.
(d) Registration Expenses. In connection with the Shelf
Registration or any Piggyback Registration, Superior shall pay the
following expenses incurred in connection with such registration: (i)
filing fees with the SEC; (ii) fees and expenses of compliance with
securities or blue sky laws (including reasonable fees and disbursements of
counsel in connection with blue sky qualifications of the Registrable
Securities); (iii) printing expenses; (iv) fees and expenses incurred in
connection with the listing of the Registrable Securities; (v) fees and
expenses of counsel and independent certified public accountants for
Superior and (vi) the reasonable fees and expenses of any additional
experts retained by Superior in connection with such registration. The
Shareholders shall pay any underwriting fees, discounts or commissions
attributable to the sale of Registrable Securities and any other
out-of-pocket expenses of the Shareholders.
(e) Participation in Underwritten Registrations. No Person may
participate in any underwritten registered offering contemplated hereunder
unless such Person (a) agrees to sell its securities on the basis provided
in any underwriting arrangements approved by the Persons entitled hereunder
to approve such arrangements and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements
and other documents reasonably required under the terms of such
underwriting arrangements and this Agreement.
(f) Holdback Agreements. Any Shareholder owning more than 2% of
the Common Stock on a Fully Diluted Basis agrees not to offer, sell,
contract to sell or otherwise dispose of any Registrable Securities, or any
securities convertible into or exchangeable or exercisable for such
securities, during the 14 days prior to, and during the 120-day period
beginning on, the effective date of any underwritten Piggyback Registration
in which such Shareholder participates other than the Registrable
Securities to be sold pursuant to such registration statement.
3. INDEMNIFICATION
(a) Indemnification by Superior. Superior agrees to indemnify
and hold harmless the Shareholders, their respective general partners or
managers, if any, and their respective officers and directors, and each
Person, if any, who controls the Shareholders within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act from and
against any and all losses, claims, damages, liabilities and expenses
arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement or
prospectus relating to the Registrable Securities or any preliminary
Prospectus, or arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages, liabilities or expenses are caused by any
untrue statement or omission or alleged untrue statement or omission based
upon information relating to the Shareholders or the plan of distribution
furnished in writing to Superior by or on behalf of the Shareholders
expressly for use therein; provided that the foregoing indemnity with
respect to any preliminary Prospectus shall not inure to the benefit of the
Shareholders if a copy of the most current Prospectus at the time of the
delivery of the Registrable Securities was not provided to the purchaser,
Superior had previously furnished the Shareholders with a sufficient number
of copies of the current Prospectus and such current Prospectus would have
cured the defect giving rise to such loss, claim, damage, liability or
expense. Superior also agrees to indemnify any underwriters of the
Registrable Securities, their officers and directors and each Person who
controls such underwriters on substantially the same basis as that of the
indemnification of the Shareholders provided in this Section 3(a).
(b) Indemnification by The Shareholders. The Shareholders agree
to indemnify and hold harmless Superior, its officers and directors, and
each Person, if any, who controls Superior within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act to the
same extent as the foregoing indemnity from Superior to the Shareholders,
but only with reference to information relating to the Shareholders or the
plan of distribution furnished in writing by or on behalf of the
Shareholders expressly for use in any Registration Statement or Prospectus,
or any amendment or supplement thereto, or any preliminary Prospectus. The
Shareholders also agree to indemnify and hold harmless any underwriters of
the Registrable Securities, their officers and directors and each Person
who controls such underwriters on substantially the same basis as that of
the indemnification of Superior provided in this Section 3(b).
(c) Conduct of Indemnification Proceedings. In case any
proceeding (including any governmental investigation) shall be instituted
involving any Person in respect of which indemnity may be sought pursuant
to Section 3(a) or Section 3(b), such Person (the "Indemnified Party")
shall promptly notify the Person against whom such indemnity may be sought
(the "Indemnifying Party") in writing and the Indemnifying Party shall have
the right to assume the defense of such proceeding and retain counsel
reasonably satisfactory to such Indemnified Party to represent such
Indemnified Party and any others the Indemnifying Party may designate in
such proceeding and shall pay the fees and disbursements of such counsel
related to such proceeding. In any such proceeding, any Indemnified Party
shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party unless
(i) the Indemnifying Party and the Indemnified Party shall have mutually
agreed to the retention of such counsel or (ii) the named parties to any
such proceeding (including any impleaded parties) include both the
Indemnified Party and the Indemnifying Party and representation of both
parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that the
Indemnifying Party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses
of more than one separate firm of attorneys (in addition to any local
counsel) at any time for all such Indemnified Parties, and that all such
fees and expenses shall be reimbursed as they are incurred. In the case of
any such separate firm for the Indemnified Parties, such firm shall be
designated in writing by the Indemnified Parties. The Indemnifying Party
shall not be liable for any settlement of any proceeding effected without
its written consent, but if settled with such consent, or if there be a
final judgment for the plaintiff, the Indemnifying Party shall indemnify
and hold harmless such Indemnified Parties from and against any loss or
liability (to the extent stated above) by reason of such settlement or
judgment.
(d) Contribution. If the indemnification provided for in this
Agreement is unavailable to an Indemnified Party in respect of any losses,
claims, damages, liabilities or expenses referred to herein, then each
such Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party as
a result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of Superior and
the Shareholders and the underwriters in connection with the statements or
omissions that resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The
relative fault of Superior and the Shareholders and the underwriters shall
be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by such
party and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.
Superior and the Shareholders agree that it would not be just and
equitable if contribution pursuant to this Section 3(d) were determined by
pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an Indemnified Party as
a result of the losses, claims, damages or liabilities referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably
incurred by such Indemnified Party in connection with investigating or
defending any such action or claim. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any Person who was not guilty
of such fraudulent misrepresentation.
4. RULE 144. Superior covenants that it will file any reports
required to be filed by it under the Securities Act and the Exchange Act,
maintain registration of the Common Stock under the Exchange Act and take
such further action as the Shareholders may reasonably request to the
extent required from time to time to enable the Shareholders to sell
Registrable Securities without registration under the Securities Act within
the limitation of the exemptions provided by Rule 144 under the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC. Upon the request of the
Shareholders, Superior will deliver to the Shareholders a written statement
as to whether it has complied with such reporting requirements.
5. MISCELLANEOUS.
(a) NOTICES. Any notice or other communication required or
permitted hereunder shall be in writing or by telex, telephone or facsimile
transmission with subsequent written confirmation, and may be personally
served or sent by United States mail and shall be deemed to have been given
upon receipt by the party notified. For purposes hereof, the addresses of
the parties hereto (until notice of a change thereof is delivered as
provided in this Section 5) shall be as set forth opposite each party's
name on the signature page hereof.
(b) TERMINATION. This Agreement will terminate upon the earlier
of (i) the date upon which the Company and Shareholders owning a majority
of the Registrable Securities mutually agree in writing to terminate this
Agreement and (ii) the first date on which there ceases to be any
Registrable Securities.
(c) TRANSFER OF REGISTRATION RIGHTS. The rights of the Holders
hereunder may be assigned by Holders to a transferee or assignee of any
Registrable Securities provided that Superior is given written notice at
the time of or within a reasonable time after said transfer, stating the
name and address of such transferee or assignee and identifying the
securities with respect to which such registration rights are being
assigned; and provided further that the registration rights granted by
Superior in Section 2 may only be transferred to transferees who meet the
following criteria: such transferee is (i) a holder of 100,000 shares of
the Registrable Securities before giving effect to the transfer, (ii) a
family limited partnership, trust or similar entity formed solely for the
benefit of the Holder, for such Holder's spouse, or their children (any
such entity, a "Holder's Trust"), PROVIDED that such Holder acts as sole
general partner, trustee, managing member or in such other unilaterally
authoritative capacity as is applicable and retains the sole power to
direct voting and disposition of such Registrable Securities, and PROVIDED,
FURTHER, that any such Holder's Trust shall agree in a writing in form and
substance reasonably satisfactory to Superior to be bound and shall become
bound by the terms of this Agreement, or (iii) an Affiliate of a Holder.
(d) WAIVERS AND AMENDMENTS; NONCONTRACTUAL REMEDIES;
PRESERVATION OF REMEDIES. This Agreement may be amended, superseded,
canceled, renewed or extended, and the terms hereof may be waived, only by
a written instrument signed by Superior and Shareholders holding two-thirds
or more of the Registrable Securities in the aggregate or, in the case of a
waiver, by the party waiving compliance. No delay on the part of any party
in exercising a right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any waiver on the part of any party of any such
right, power or privilege, nor any single or partial exercise of any such
right, power or privilege, preclude a further exercise thereof or the
exercise of any other such right, power or privilege. The rights and
remedies herein provided are cumulative and are not exclusive of any rights
or remedies that any party may otherwise have at law or in equity. The
rights and remedies of any party based upon, arising out of or otherwise in
respect of any breach of any provision of this Agreement shall in no way be
limited by the fact that the act, omission, occurrence or other state of
facts upon which any claim of any such breach is based may also be the
subject matter of any other provision of this Agreement (or of any other
Agreement between the parties) as to which there is no breach.
(e) SEVERABILITY. If any provision of this Agreement or the
applicability of any such provision to a person or circumstances shall be
determined by any court of competent jurisdiction to be invalid or
unenforceable to any extent, the remainder of this Agreement or the
application of such provision to Persons or circumstances other than those
for which it is so determined to be invalid and unenforceable, shall not be
affected thereby, and each provision of this Agreement shall be valid and
shall be enforced to the fullest extent permitted by law. To the extent
permitted by applicable law each party hereto hereby waives any provision
or provisions of law which would otherwise render any provision of this
Agreement invalid, illegal or unenforceable in any respect.
(f) COUNTERPARTS. This Agreement may be executed by the parties
hereto in separate counterparts and when so executed shall constitute one
agreement, notwithstanding that all parties are not signatories to the same
counterpart.
(g) GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware applicable
to agreements made and to be performed entirely within such state.
(h) SUCCESSORS AND ASSIGNS. Subject to Section 5(c), this
Agreement shall be binding upon and inure to the benefit of and be
enforceable by the successors and assigns of the parties hereto.
(i) REGISTRATION RIGHTS AGREEMENTS. Without the prior written
consent of one or more Shareholders holding two-thirds or more of the
Registrable Securities in the aggregate, Superior will neither enter into
any new registration rights agreements that conflict with the terms of this
Agreement nor permit the exercise of any other registration rights in a
manner that conflicts with the terms of the registration rights granted
hereunder.
IN WITNESS WHEREOF, this Agreement has been executed as of the date
the First above written.
Addresses: SUPERIOR ENERGY SERVICES, INC.
0000 Xxxxxx Xxxx
Xxxxxx, Xxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxx By: /S/ XXXXXXX X. XXXX
Fax: 000-000-0000 Xxxxxxx X. Xxxx
President
SHAREHOLDERS:
GENERAL ELECTRIC CAPITAL CORPORATION
000 XxXxxxx Xxxxxx, XXX 0000 By: /S/ XXXXX X. XXXXXXX
Xxxxxxx, XX 00000 Name: XXXXX X. XXXXXXX
Title: DULY AUTHORIZED SIGNATORY
DLJ INVESTMENT PARTNERS, L.P.
By: DLJ Investment Partners, Inc.,
its Managing General Partner
000 Xxxx Xxxxxx By: /S/ XXX XXXXX
Xxx Xxxx, Xxx Xxxx 00000 Name: XXX XXXXX
000-000-0000 Title: VICE PRESIDENT
DLJ INVESTMENT FUNDING, INC.
000 Xxxx Xxxxxx By: /S/ XXX XXXXX
Xxx Xxxx, Xxx Xxxx 00000 Name: XXX XXXXX
000-000-0000 Title:VICE PRESIDENT
DLJ ESC II L.P.
By: DLJ LBO Plans Management Corporation
000 Xxxx Xxxxxx By: /S/ XXX XXXXX
Xxx Xxxx, Xxx Xxxx 00000 Name: XXX XXXXX
000-000-0000 Title:VICE PRESIDENT
HIBERNIA CAPITAL CORPORATION
000 Xxxxxxxxxx Xxxxxx, By:/S/ XXXXXX X. XXXX
Suite 1300 Name: XXXXXX X. XXXX
Xxx Xxxxxxx, XX 00000 Title: PRESIDENT
000-000-0000
HIBERNIA CORPORATION
225 Baronne By: /S/ XXXXX X. XXXXXX
Xxx Xxxxxxx, XX 00000 Name: XXXXX X. XXXXXX
000-000-0000 Title: SENIOR EXECUTIVE VICE PRESIDENT
XXXXX CAPITAL HOLDINGS, LIMITED
PARTNERSHIP
0 Xxxx Xxx Xxxxxx By: /S/
Suite 2250 Name:
Xxxxxxx, XX 00000 Title:
/S/ XXXXX XXXXX
000 Xxxxxxxx Xxxx Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
318-856-4459
00 Xxxxxxx Xxxx /S/ XXXX X. XXXX
Nassau Bay, TX 77058 Xxxx X. Xxxx
0 Xxxxxxxx Xx. /S/ XXXXXX X. XXXX
Xxxxxxxxxxx, XX 00000 Xxxxxx X. Xxxx
X.X. Xxx 000 /S/ XXXX X. XXXXXX
Xxxxxxxxxxx, XX 00000 Xxxx X. Xxxxxx
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