SECOND STANDSTILL AGREEMENT (this "SECOND STANDSTILL AGREEMENT"), dated and
effective as of July 31, 2000 (the "EFFECTIVE DATE"), is entered into by and
among (i) Employee Solutions, Inc. (the "COMPANY"), an Arizona corporation, (ii)
the Guarantors (as defined in the Indenture referred to herein), (iii) the
Holders (as defined in the Indenture referred to herein) signatory hereto
(collectively, the "SIGNING HOLDERS") and (iv) The Huntington National Bank, as
trustee under the Indenture referred to herein (the "TRUSTEE").
W I T N E S S E T H:
WHEREAS, the Company and the Guarantors thereto have heretofore executed
and delivered to the Trustee the Indenture, dated as of October 15, 1997, as
amended from time to time (the "INDENTURE"), providing for the issuance of an
aggregate principal amount of up to $85 million of 10% Senior Notes Due 2004
(the "NOTES");
WHEREAS, the Company and Guarantors are not in compliance with certain
provisions of the Indenture, resulting in the occurrence of certain Defaults and
Events of Default under, and as defined in, the Indenture;
WHEREAS, the Trustee on May 19, 2000, issued a Notice of Default consistent
with the terms of the Indenture;
WHEREAS, as a result of ongoing discussions that occurred between the
Company and the Signing Holders relating to the possible restructuring of the
Company and its Guarantors' debt and/or capital structure(s), as of May 31,
2000, the Company, Guarantors, Signing Holders and Trustee entered into the
Standstill Agreement (the "First Standstill Agreement"), whereby the Signing
Holders and Trustee agreed to forbear in the exercise of their remedies with
respect to certain then existing and anticipated Defaults and Events of Default
(as defined in the Indenture), subject to specified terms and conditions, for a
period of not more than 30 days;
WHEREAS, the First Standstill Agreement expired by its own terms on June
30, 2000, and was not extended or renewed;
WHEREAS, the Company and Signing Holders continued to engage in discussions
relating to the possible restructuring of the Company and its Guarantors' debt
and/or capital structure(s), both during the term of the First Standstill
Agreement and thereafter, and still continue in those discussions as of the date
of this Second Standstill Agreement; and
WHEREAS, the Company has again requested that the Signing Holders and
Trustee forbear in the exercise of remedies with respect to certain existing and
anticipated Defaults and Events of Default (as defined in the Indenture), and
the Signing Holders and the Trustee are willing to grant such further
forbearance on the terms and conditions provided herein.
<PAGE>
NOW, THEREFORE, in consideration of the premises and covenants herein
contained, and for other valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto mutually agree and covenant as
follows:
SECTION 1. CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.
SECTION 2. FORBEARANCE. The Signing Holders and Trustee agree, on the terms
and subject to the conditions hereof, to forbear during the period (the "SECOND
FORBEARANCE PERIOD") from and after the Effective Date until (but excluding) the
Forbearance Termination Date (as defined in Section 3) in the exercise of the
rights and remedies available under the Indenture and the Notes with respect to
any Default or Event of Default. Notwithstanding such forbearance, it is
understood by the Company and Guarantors that the Signing Holders and Trustee
have not waived any existing or anticipated Default or Event of Default, or any
rights or remedies in respect thereof, under the Indenture, Notes, or any other
agreements, instruments or documents executed and delivered in connection
therewith or the transactions contemplated thereby (collectively, the "INDENTURE
DOCUMENTS"). During the Second Forbearance Period (and thereafter), the Signing
Holders and Trustee shall be permitted to exercise any and all of their rights
and remedies under the Indenture Documents, except as may be limited or provided
otherwise during the Second Forbearance Period pursuant to this Second
Standstill Agreement.
SECTION 3. TERMINATION. The forbearance provided pursuant to Section 2
shall terminate and be of no further force or effect at 10:00 a.m. (Pacific
time) on the date (the "FORBEARANCE TERMINATION DATE") of the earliest to occur
of:
(a) thirty (30) days from the Effective Date;
(b) the date of commencement of any liquidation, bankruptcy,
receivership, assignment for the benefit of creditors or similar case or
proceeding by or against the Company or the Guarantors in a court of
competent jurisdiction, and in the case of an involuntary proceeding the
passage of twenty-five (25) days from the date of such filing without such
filing being dismissed or stayed, by or with respect to the Company or one
or more of the Guarantors; and
(c) the first date during the Second Forbearance Period that any new
Default or Event of Default ("NEW DEFAULT") or by breach by the Company or
Guarantors hereunder occurs; notwithstanding the foregoing, and for the
exclusive purposes of this Second Standstill Agreement, a New Default shall
not include a Default or an Event of Default that exists as of one (1) day
preceding Effective Date and that continues beyond that date.
From and after the Forbearance Termination Date, the forbearance set forth
herein shall terminate and be of no further force or effect, and the Signing
Holders and Trustee shall be entitled to immediately exercise and enforce any
and all rights and remedies available to the Signing Holders and Trustee as a
consequence of any Defaults or Events of Default that have occurred prior to,
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<PAGE>
during or after the Second Forbearance Period and are continuing. Each the
Company and each of the Guarantors hereby expressly waives any right of notice
from the Holders or the Trustee other than notice of any New Default under the
Indenture.
SECTION 4. INFORMATION. The Company and Guarantors agree to deliver to the
Signing Holders and Trustee:
(a) By noon, Pacific time, on Wednesday of each week: (i) revenue
figures for the immediately preceding week, showing both weekly revenue
figures and aggregate monthly revenue figures for the reporting month, (ii)
cash flow projections for the four (4) weeks commencing with such week,
(iii) a listing of any new client contracts entered into by the Company or
the Guarantors during the immediately preceding week, and (iv) a listing of
any existing client contracts that were lost or terminated during the
immediately preceding week; and in each such case the financial information
in respect of Team Services (the "Team Services Information") shall be
limited to summary totals and reported separately from all other financial
information (the "Non-Team Services Information"). The Non-Team Services
Information will be produced from the Company's invoice register, and both
the Team Services Information and the Non-Team Services Information will be
provided online with hard copies available upon request.
(b) The Company's balance sheet for (i) each the months of (x) July,
2000, by no later August 15, 2000, and (y) August, 2000, by no later than
September 15, 2000, and (ii) each month for which this Second Forbearance
Agreement might be extended by the parties hereto, by no later than the
15th day of the month immediately following the month for which the balance
sheet is prepared.
(c) By August 15, 2000, a written update regarding the current
business plan of the Company and Guarantors as such plan pertains to cost
reductions.
(d) All financial information and other documentation regarding the
Company and the Guarantors reasonably requested by the Signing Holders or
Trustee.
Upon the occurrence of any Default of its obligations hereunder, the
defaulting Company or defaulting Guarantor, as the case may be, shall promptly
notify the Signing Holders and Trustee of same.
Notwithstanding the provision of the information to the Signing Holders and
Trustee as identified in this Section 4, The Dreyfus Corporation ("Dreyfus"),
one of the Signing Holders, does not intend to receive any of said information.
Dreyfus and each the Company and the Guarantors agree and acknowledge that,
though Dreyfus will remain subject to the terms and obligations of this Second
Standstill Agreement, Dreyfus shall not be restricted from trading in any
securities by virtue of the information disseminated to the other Signing
Holders under this Second Standstill Agreement, except as would otherwise be
required by law. Dreyfus agrees and acknowledges that in the event that Dreyfus
does receive such information, any restrictions on trading will be coextensive
with those restrictions imposed upon the other Signing Holders under applicable
law.
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<PAGE>
SECTION 5. INSTRUCTION TO TRUSTEE. The Signing Holders represent that they
hold an aggregate principal amount of approximately $66,850,000 of the Notes
which is a majority in aggregate principal amount of the outstanding Notes.
Pursuant to Section 6.11 of the Indenture, the Signing Holders hereby instruct
the Trustee, and the Trustee acknowledges receipt of such instruction, to honor
the provisions of this Second Standstill Agreement, and not issue any Notice of
Default or undertake any action that is contrary to the terms of this Second
Standstill Agreement.
SECTION 6. CONTINUING EFFECT. Except as expressly provided herein or as
hereafter may be modified, the Indenture Documents shall continue unchanged and
in full force and effect, and all rights, powers and remedies of the Signing
Holders, Trustee, Company and Guarantors thereunder are hereby expressly
reserved. Except to the extent expressly waived herein, each the Company and
each of the Guarantors remains obligated by the representations, warranties,
covenants and other provisions set forth in the Indenture Documents to which it
is a party.
SECTION 7. ACKNOWLEDGEMENTS. Each the Company and each of the Guarantors
hereby (i) acknowledges and agrees that as of the close of business on July 31,
2000, the outstanding amount of the principal and interest owing by the Company
and Guarantors under the Indenture Documents is as set forth in Schedule I
attached hereto, (ii) acknowledges and affirms, as of the Effective Date, all of
its obligations arising or incurred under or in connection with the Indenture
Documents or this Second Standstill Agreement, (iii) acknowledges and agrees
that, nothing in this Second Standstill Agreement shall create a contractual
restriction on the Signing Holders, or any of them, which would restrict them
from trading in any securities that each would otherwise be entitled to trade in
accordance with applicable law and (iv) acknowledges and affirms that, that
other than as specifically set forth in this Second Standstill Agreement,
neither the Signing Holders nor Trustee has waived, forborne, modified or
otherwise agreed not to exercise any rights or remedies available to any of them
under the Indenture Documents or this Second Standstill Agreement.
SECTION 8. INDENTURE DOCUMENTS IN FULL FORCE. Each the Company and each
Guarantor hereby represents, warrants and agrees that the Indenture Documents
and the provisions of each thereof are and remain its legal, valid and binding
obligations, enforceable in accordance with their terms, and remain in full
force and effect except as amended or modified by this Second Standstill
Agreement. Each the Company and each Guarantor hereby reaffirms, reconfirms and
restates, all of its obligations under the Indenture Documents, as so modified.
Each the Company and each Guarantor hereby releases each of the Signing Holders
and the Trustee, and each of their respective present and former agents,
employees, officers, directors, shareholders, partners, principals,
representatives, attorneys, Affiliates, and any of their predecessors and
successors, and all persons acting, by and through, under or in concert with
them, from any and all claims, demands, debts, losses, obligations, liabilities,
costs, expenses, and rights of action and causes of action, of any kind or
character whatsoever, whether known or not, suspected or unsuspected, based upon
facts occurring prior to the date hereof or which may be hereafter claimed to
arise out of any action, inaction, event, or matter based upon facts occurring
prior to the date hereof. Each the Company and each Guarantor hereby represents
and warrants, as of the date hereof, no action relating to claims, demands,
debts, losses, obligations, liabilities, costs, expenses, and rights of action
and causes of action, of any kind or character whatsoever has been taken or is
threatened against any of the Trustee or any Signing Holder by the Company or
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<PAGE>
any of the Guarantors. Nothing in this Second Standstill Agreement or in any
document or instrument executed or delivered in connection herewith or pursuant
hereto shall constitute a satisfaction as to all or any portion of the Company
or any of the Guarantors' Indebtedness or other obligations.
SECTION 9. GOVERNING LAW; JURISDICTION; WAIVER. THIS SECOND STANDSTILL
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN
THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH
THE COMPANY AND EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO AND ACCEPTS THE
JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK OR ANY UNITED STATES FEDERAL COURT SITTING IN THE BOROUGH
OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY ACTION, SUIT OR
PROCEEDING FOR BREACH OF THIS SECOND STANDSTILL AGREEMENT AND IRREVOCABLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. EACH THE COMPANY AND EACH
GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO
UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF THE VENUE OF ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT
IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN
SHALL AFFECT THE RIGHT OF THE SIGNING HOLDERS OR TRUSTEE TO SERVE PROCESS IN ANY
MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
AGAINST THE COMPANY OR ANY GUARANTOR IN ANY OTHER JURISDICTION.
SECTION 10. NO COMMITMENT OR WAIVER. Neither this Second Standstill
Agreement nor any action or inaction on the part of the Signing Holders or
Trustee shall be construed to constitute or represent (i) a commitment by the
Signing Holders or Trustee, either in their capacities under the Indenture
Documents or in any other capacity, to restructure any indebtedness of the
Company or the Guarantors, or (ii) an intention by the Signing Holders or
Trustee, either in their capacities under the Indenture Documents or in any
other capacity, except as expressly provided in Section 2, to waive, modify or
forbear from exercising any of their rights, powers, privileges or remedies
under the Indenture Documents or under any other document or agreement, at law,
in equity or otherwise, and each the Company and each of the Guarantors
acknowledges, agrees and confirms, except as expressly provided in Section 2,
that no such commitment, waiver, modification or forbearance has been offered,
granted, extended or agreed to by the Signing Holders or Trustee, either in
their capacities under the Indenture Documents or in any other capacity. Nothing
set forth in this Second Standstill Agreement shall be construed so as to
require the Signing Holders or Trustee, either in their capacities under the
Indenture Documents or in any other capacity, to agree to the terms of any
modification proposed by the Company and the Guarantors to the Indenture
Documents or any other document or agreement to which the Signing Holders or
Trustee are a party.
-5-
<PAGE>
SECTION 11. ADMISSIBILITY. Each of the Company and each Guarantor hereby
acknowledges and agrees that (i) all terms and conditions of, written
statements, representations and warranties made by or on behalf of such party
in, and information delivered by or on behalf of such party in connection with,
this Second Standstill Agreement or any Indenture Document, are confirmed and
admitted by such party and shall be admissible in any proceeding in any forum
regarding any dispute with the Trustee or any Signing Holder, and (ii) the
Trustee and each Signing Holder retain all rights and defenses with respect to
any statements made in connection herewith or any Indenture Documents.
SECTION 12. REPRESENTATIONS AND WARRANTIES. In addition to any other
representations and warranties made or deemed made hereunder, each party hereto
represents and warrants to the other parties hereto that:
(a) such party has the full authority and legal right and power to
execute and deliver this Second Standstill Agreement, and to perform the
terms hereof and the transactions contemplated hereby;
(b) all necessary corporate or other action on the part of such party
to be taken in connection with the execution, delivery and performance of
this Second Standstill Agreement and the transactions contemplated hereby
has been duly and effectively taken; and
(c) the execution, delivery and performance by such party does not
constitute a violation or breach of such party's articles of incorporation
or by-laws, or any law by which such party is bound.
SECTION 13. BENEFIT OF AGREEMENT. This Second Standstill Agreement is
solely for the benefit of the signatories hereto and, to the extent it is not a
Signing Holder or the Trustee, a Person (including without limitation any other
creditor of or claimant against the Company or a Guarantor, or any shareholder
of any thereof) shall not have any rights under, or because of the existence of,
this Second Standstill Agreement.
SECTION 14. ENTIRE AGREEMENT. This Second Standstill Agreement and the
Indenture Documents constitutes the entire and final agreement among the parties
hereto with respect to the subject matter hereof and there are no other
agreements, understandings, undertakings, representations or warranties among
the parties hereto with respect to the subject matter hereof except as set forth
herein.
SECTION 15. AMENDMENTS; EXTENSIONS. The terms of this Second Standstill
Agreement may be modified, amended or waived only in writing, executed by each
of the Signing Holders, Trustee, Company and Guarantors. It is understood and
agreed that the Signing Holders and Trustee are not and shall not be under any
obligation, express or implied, to consent to any modification or amendment
hereof or to any extension of the Second Forbearance Period.
SECTION 16. REMEDIES. No failure on the part of a Signing Holder or the
Trustee to exercise, and no course of dealing with respect to, and no delay in
exercising, any right, power or remedy hereunder or under the Indenture
Documents shall operate as a waiver thereof; nor shall any single or partial
exercise by the Trustee or any Signing Holder of any right, power or remedy
hereunder or under the Indenture Documents preclude any other or further
exercise thereof or the exercise of any other right, power or remedy.
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<PAGE>
SECTION 17. VOLUNTARY AGREEMENT. Each the Company and each of the
Guarantors represents and warrants that it is represented by legal counsel of
its choice, is fully aware of the terms contained in this Second Standstill
Agreement and has voluntarily and without coercion or duress of any kind entered
into this Second Standstill Agreement, and the documents and agreements executed
and to be executed in connection with this Second Standstill Agreement.
SECTION 18. HEADINGS, ETC. "Section" or other headings contained in this
Second Standstill Agreement are for reference purposes only and shall not in any
way affect the meaning or interpretation of this Second Standstill Agreement.
SECTION 19. NOTICES. Any documents, reports, notices, consents or requests
that are required or may be given hereunder shall be given to the parties at the
addresses and in the manner provided in the Indenture.
SECTION 20. FURTHER ASSURANCES. Each the Company and each of the Guarantors
shall execute all additional documents and do all acts not specifically referred
to herein which are reasonably necessary to fully effect the intent of this
Second Standstill Agreement.
SECTION 21. TIME OF ESSENCE. Time is strictly of the essence of this Second
Standstill Agreement and full and complete performance of each and every
provision hereof.
SECTION 22. SUCCESSORS AND ASSIGNS. This Second Standstill Agreement,
including, without limitation, the representations, warranties, covenants and
obligations contained herein (i) shall inure to the benefit of and be
enforceable by the parties hereto and their respective successors and permitted
assigns, and (ii) shall be binding upon and enforceable against the parties
hereto and their respective successors and assigns.
SECTION 23. SEVERABILITY. Any provision of this Second Standstill Agreement
that is determined to be invalid or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining
provisions of this Second Standstill Agreement or affecting the validity or
enforceability of any provisions of this Second Standstill Agreement in any
other jurisdiction.
SECTION 24. COUNTERPARTS. This Second Standstill Agreement may be executed
in any number of counterparts, all of which taken together shall constitute one
and the same instrument, and any of the parties hereto may execute this Second
Standstill Agreement by signing any such counterpart.
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<PAGE>
IN WITNESS WHEREOF, the undersigned have caused this Second Standstill
Agreement to be duly executed as of the day and year first above written.
COMPANY
EMPLOYEE SOLUTIONS, INC.
By: /s/ KEVIN M. DUDDLESTEN
------------------------------------
Name: Kevin M. Duddlesten
Title: Corporate Secretary
GUARANTORS
E.R.C. OF INDIANA, INC.
By: /s/ KEVIN M. DUDDLESTEN
------------------------------------
Name: Kevin M. Duddlesten
Title: Corporate Secretary
EMPLOYEE RESOURCES CORPORATION
By: /s/ KEVIN M. DUDDLESTEN
------------------------------------
Name: Kevin M. Duddlesten
Title: Corporate Secretary
EMPLOYEE SOLUTIONS - EAST, INC.
By: /s/ KEVIN M. DUDDLESTEN
------------------------------------
Name: Kevin M. Duddlesten
Title: Corporate Secretary
EMPLOYEE SOLUTIONS - MIDWEST, INC.
By: /s/ KEVIN M. DUDDLESTEN
------------------------------------
Name: Kevin M. Duddlesten
Title: Corporate Secretary
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<PAGE>
EMPLOYEE SOLUTIONS - OHIO, INC.
By: /s/ KEVIN M. DUDDLESTEN
------------------------------------
Name: Kevin M. Duddlesten
Title: Corporate Secretary
EMPLOYEE SOLUTIONS OF ALABAMA, INC.
By: /s/ KEVIN M. DUDDLESTEN
------------------------------------
Name: Kevin M. Duddlesten
Title: Corporate Secretary
EMPLOYEE SOLUTIONS OF CALIFORNIA, INC.
By: /s/ KEVIN M. DUDDLESTEN
------------------------------------
Name: Kevin M. Duddlesten
Title: Corporate Secretary
EMPLOYEE SOLUTIONS OF TEXAS, INC.
By: /s/ KEVIN M. DUDDLESTEN
------------------------------------
Name: Kevin M. Duddlesten
Title: Corporate Secretary
EMPLOYEE SOLUTIONS - NORTH AMERICA, INC.
By: /s/ KEVIN M. DUDDLESTEN
------------------------------------
Name: Kevin M. Duddlesten
Title: Corporate Secretary
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<PAGE>
EMPLOYEE SOLUTIONS - SOUTHEAST, INC.
By: /s/ KEVIN M. DUDDLESTEN
------------------------------------
Name: Kevin M. Duddlesten
Title: Corporate Secretary
ERC OF MINN INC.
By: /s/ KEVIN M. DUDDLESTEN
------------------------------------
Name: Kevin M. Duddlesten
Title: Corporate Secretary
ERC OF OHIO, INC.
By: /s/ KEVIN M. DUDDLESTEN
------------------------------------
Name: Kevin M. Duddlesten
Title: Corporate Secretary
ESI-NEVADA HOLDING COMPANY, INC.
By: /s/ KEVIN M. DUDDLESTEN
------------------------------------
Name: Kevin M. Duddlesten
Title: Corporate Secretary
ESI AMERICA, INC.
By: /s/ KEVIN M. DUDDLESTEN
------------------------------------
Name: Kevin M. Duddlesten
Title: Corporate Secretary
ESI RISK MANAGEMENT AGENCY, INC.
By: /s/ KEVIN M. DUDDLESTEN
------------------------------------
Name: Kevin M. Duddlesten
Title: Corporate Secretary
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<PAGE>
ESI MIDWEST, INC.
By: /s/ KEVIN M. DUDDLESTEN
------------------------------------
Name: Kevin M. Duddlesten
Title: Corporate Secretary
ESI-NEW YORK, INC.
By: /s/ KEVIN M. DUDDLESTEN
------------------------------------
Name: Kevin M. Duddlesten
Title: Corporate Secretary
FIDELITY RESOURCES CORPORATION
By: /s/ KEVIN M. DUDDLESTEN
------------------------------------
Name: Kevin M. Duddlesten
Title: Corporate Secretary
LOGISTICS PERSONNEL CORP.
By: /s/ KEVIN M. DUDDLESTEN
------------------------------------
Name: Kevin M. Duddlesten
Title: Corporate Secretary
PHOENIX CAPITAL MANAGEMENT, INC.
By: /s/ KEVIN M. DUDDLESTEN
------------------------------------
Name: Kevin M. Duddlesten
Title: Corporate Secretary
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<PAGE>
SIGNING HOLDERS
ALLIANCE CAPITAL MANAGEMENT, L.P.,
as investment advisor
By: /s/ KATALIN E. KUTASI
------------------------------------
Name: Katalin E. Kutasi
Title: Senior Vice President
THE DREYFUS CORPORATION
By: /s/ JOHN V. KOERBER
------------------------------------
Name: John V. Koerber
Title:
ML CLO XII PILGRIM AMERICA (CAYMAN)
LTD., by Pilgrim Investments, Inc.,
By: /s/ KEVEN G. MATHEWS
------------------------------------
Name: Keven G. Mathews
Title: S.V.P./SPM
ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.,
by Pilgrim Investments, Inc.,
By: /s/ KEVEN G. MATHEWS
------------------------------------
Name: Keven G. Mathews
Title: S.V.P./SPM
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<PAGE>
SALOMON BROTHERS ASSET MANAGEMENT,
as Investment Advisor
By: /s/ FRANK LEE
------------------------------------
Name: Frank Lee
Title: Director
THE TRUSTEE
THE HUNTINGTON NATIONAL BANK, as Trustee
By: /s/ CANDADA J. MOORE
------------------------------------
Name: Candada J. Moore
Title: Vice President
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