EXHIBIT 10.3
STOCKHOLDERS' RIGHTS AGREEMENT
by and among
ACORN PRODUCTS, INC.,
and
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ CAPITAL, LLC
AND
CAPITALSOURCE HOLDINGS LLC
DATED AS OF JUNE 28, 2002
TABLE OF CONTENTS
Section 1.1 Certain Definitions...................................................................1
Section 1.2 Restrictions on Transfer..............................................................3
Section 1.3 Right of First Offer..................................................................4
Section 1.4 Drag-Along and Tag-Along Rights.......................................................5
Section 1.5 Termination...........................................................................7
Section 1.6 Governing Law.........................................................................7
Section 1.7 Successors and Assigns................................................................8
Section 1.8 Entire Agreement; Amendment; Waiver...................................................8
Section 1.9 Notices, etc..........................................................................8
Section 1.10 Delays or Omissions...................................................................8
Section 1.11 Rights; Separability..................................................................8
Section 1.12 Titles and Subtitles..................................................................9
Section 1.13 Counterparts..........................................................................9
i
ACORN PRODUCTS, INC.
STOCKHOLDERS' RIGHTS AGREEMENT
This Stockholders' Rights Agreement (this "Agreement") is made and entered into
as of the 28th day of June, 2002 by and among Acorn Products, Inc., a Delaware
corporation (the "Company"), OCM Principal Opportunities Fund, L.P., a Delaware
limited partnership ("POF"), CapitalSource Holdings LLC, a Delaware limited
liability company ("CapitalSource"), and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ Capital,
LLC ("HLHZ" and, together with CapitalSource, the "Investors" and, together with
CapitalSource and POF, the "Stockholders").
RECITALS
WHEREAS, the Company has issued to HLHZ a 12% Convertible Note in the
principal amount of $1,200,000 (the "HLHZ Note");
WHEREAS, pursuant to that certain Revolving Credit, Term Loan and
Security Agreement dated June 28, 2002 by and among the Company, UnionTools,
Inc., the Borrower Subsidiaries as named therein and CapitalSource (the "Loan
Agreement") and the other Loan Documents (as defined in the Loan Agreement)
related thereto, the Company (i) has issued the Issued Shares (as defined in the
Loan Agreement) to CapitalSource and (ii) is committed to issue to CapitalSource
the New Shares (as defined in the Loan Documents) upon the occurrence of certain
events (collectively, the "CapitalSource Shares" and, together with the HLHZ
Note and the Common Stock issuable upon conversion or exercise thereof, the
"Securities");
WHEREAS, such HLHZ Note is convertible into shares of the Company's
Common Stock on the terms and subject to the conditions set forth in such HLHZ
Note; and
WHEREAS, each of the Stockholders and the Company desires to enter into
this Agreement to regulate certain aspects of their relationship, to make
certain provisions for the governance of the Company and to provide for, among
other things, restrictions on the transfer or other disposition of their
securities;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1.1 Certain Definitions. As used in this
Agreement, the following terms shall have the meanings set forth below:
"Affiliate" of any party means any Person (or group of
Persons) that controls, is controlled by or is under common control with such
party, or, in the case of a natural person, any family members of such person.
"Common Stock" shall mean the common stock of the Company, par
value $0.001 per share.
"Control" and "Controlled" means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of a person, whether through ownership of voting securities or
otherwise.
1
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, or any similar successor federal statute and the rules and
regulations thereunder, all as the same shall be in effect from time to time.
"Person" means any individual, partnership, association,
corporation, limited liability company, trust or other entity.
The terms "register," "registered" and "registration" shall
refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act and applicable rules and
regulations thereunder, and the declaration or ordering of the effectiveness of
such registration statement.
"Securities Act" shall mean the Securities Act of 1933, as
amended, or any successor federal statute, and the rules and regulations
thereunder, all as the same shall be in effect from time to time.
"TCW/POF Stockholders" shall collectively include TCW Special
Credits Fund III, a California limited partnership ("TCW Fund III"), TCW Special
Credits Fund IIIB, a California limited partnership ("TCW Fund IIIB"), TCW
Special Credits Trust IIIB, a California collective investment trust ("TCW Trust
IIIB"), The Common Fund for Bond Investments, Inc., a New York corporation
("Common Fund"), Delaware State Employees' Retirement Fund ("DSERF"),
Weyerhaeuser Company Master Retirement Trust (TCW) ("Weyerhaeuser"), TCW Special
Credits Trust, a California collective investment trust ("TCW Special Trust"),
TCW Special Credits Trust IV, a California collective investment trust ("TCW
Special Trust IV"), TCW Special Credits Trust IV-A, a California collective
investment trust ("TCW Special Trust IV-A"), TCW Special Credits Fund IV, a
California limited partnership ("TCW Special Fund IV"), TCW Special Credits Plus
Fund, a California limited partnership ("TCW Special Fund" and, collectively
with TCW Fund III, TCW Fund IIIB, TCW Trust IIIB, Common Fund, DSERF,
Weyerhaeuser, TCW Special Trust, TCW Special Trust IV, TCW Special Trust IV-A
and TCW Special Fund IV, the "TCW Entities"), POF, and any other entity
affiliated with or managed by Oaktree Capital Management, LLC.
"Transfer" and "Transferred" shall mean a sale, conveyance,
exchange, assignment, pledge, encumbrance, gift, bequest, hypothecation or other
transfer or disposition by any other means, whether for value or no value and
whether voluntary or involuntary (including, without limitation, by realization
upon any encumbrance or by operation of law or by judgment, levy, attachment,
garnishment, bankruptcy or other legal or equitable proceedings) or an agreement
to do any of the foregoing (any Person who effects a Transfer being referred to
as a "Transferor" and any Person to whom a Transfer is effected being referred
to as a "Transferee").
"Transferring Investor" shall mean any Stockholder, other than
a TCW/POF Stockholder, who Transfers its shares of Common Stock pursuant to
Section 1.3 hereof.
2
Section 1.2 Restrictions on Transfer
(a) An Investor shall be permitted to Transfer all or any portion of
the Securities held by it only:
(i) if (A) it shall have given 15 days prior written
notice to POF and the Company of the proposed Transfer and shall have
furnished the Company with a reasonably detailed statement of the
circumstances surrounding the proposed Transfer, (B) the Transferee has
agreed in writing for the benefit of the Company to be bound by the
terms and provisions of this Agreement, (C) if reasonably requested by
the Company, such Stockholder shall have furnished the Company with an
opinion of counsel, reasonably satisfactory to the Company, that such
Transfer will not require registration of such shares under the
Securities Act and (D) such Transfer is a Transfer of all or any
portion of the Securities held by such Investor to an Affiliate of such
Investor and is made to not more than two Transferees (such Transfer is
referred to herein as a "Permitted Transfer");
(ii) in connection with any one of the following
transactions: (A) the dissolution or liquidation of the Company; (B)
the merger of the Company into another person or entity, or any
consolidation, share exchange, combination, reorganization or like
transaction, in each case the consummation of which has been approved
by the stockholders of the Company in accordance with applicable law,
(C) the sale or other transfer of all or substantially all of the
Company's assets, the consummation of which has been approved by the
stockholders of the Company in accordance with applicable law; (D) the
exercise by such Investor of any put or similar rights granted to such
Investor by the Company; (E) the exercise by POF of the drag-along
rights granted to it pursuant to Section 1.4(a); (F) the exercise by
such Investor of the tag-along rights granted to such Investor pursuant
to Section 1.4(b); or
(iii) in strict compliance with applicable securities laws
and, to the extent applicable, the provisions of Section 1.3.
(b) Any attempt by any Investor to Transfer Securities in violation of
this Section 1.2 shall be void, and the Company agrees it will not effect such a
Transfer nor will it treat any alleged Transferee as the holder of such shares
without the written consent of the Board of Directors of the Company.
(c) The Company agrees to use its best efforts to cause the
registration of (i) the shares of Common Stock issuable upon the conversion of
the HLHZ Note and (ii) the resale of the CapitalSource Shares and the shares of
Common Stock issuable upon conversion of the HLHZ Note (to the extent not
registered upon issuance pursuant to the preceding clause (i)) to be included in
any registration statement filed in connection with the Rights Offering
contemplated in that certain Purchase Agreement dated as of June 26, 2002 by and
among the Company, UnionTools, Inc. and the TCW/POF Stockholders. The Common
Stock issued or issuable to the Investors is further subject to that certain
Registration Rights Agreement dated as of the date hereof by and among the
Company, POF and the Investors.
3
(d) Each certificate representing Securities shall (to the extent
applicable and unless otherwise permitted by the provisions of this Agreement)
be stamped or otherwise imprinted with a legend substantially similar to the
following (in addition to any legend required under applicable state securities
laws):
THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED,
ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER
SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR
OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH
REGISTRATION IS NOT REQUIRED.
Section 1.3 Right of First Offer
(a) Transfer by an Investor.
(i) At such time, and from time to time, as any Investor
(in such capacity, the "Transferring Investor") owns not less than 2%
of the issued and outstanding shares of Common Stock of the Company, on
an as converted or other contractual basis, and such Investor desires
to sell all or any part of its Securities (other than pursuant to a
Permitted Transfer), such Investor shall give written notice ("Sale
Notice") to each of the Company and POF at least three (3) business
days prior to any such proposed Transfer of Securities. The Sale Notice
shall describe in reasonable detail the number of Securities proposed
to be Transferred (the "Notice Securities"), and, if an offer has been
received by the Transferring Investor with respect to the Transfer of
such Securities, the cash and non-cash consideration to be paid and the
name and address of each prospective Transferee.
(ii) Each of the Company, POF and their respective
Affiliates or designees (collectively, the "Offerees") shall have the
right, exercisable within three (3) business days after receipt of the
Sale Notice, to make an offer to purchase all or any portion of the
Notice Securities (the "Offered Securities") at the price specified in
a written notice delivered to the Transferring Investor by the Offerees
specifying the cash price (the "Offer Price") at which the Offerees, or
any one of them, are willing to purchase all or a specified portion of
the Notice Securities (the "Offer Notice"). Within three (3) business
days following receipt of the Offer Notice, the Transferring Investor
shall have the right to accept the offer made in the Offer Notice as to
all, but not less than all, of the Offered Securities by delivering
written notice of such acceptance to each Offeree that delivered the
Offer Notice (the "Acceptance Notice").
(iii) If any one or a combination of the Offerees elects to
make an offer to purchase Offered Securities that is accepted pursuant
to an Acceptance Notice, such Offeree, or its respective Affiliates or
designees (the "Purchasing Offeree"), shall purchase the Offered
Securities by delivering the Offer Price in cash to be paid for the
Offered Securities to the Transferring Investor on a date mutually
agreed to by the parties as soon as practicable following the notice
provided pursuant to clause (ii) above but no later than fifteen (15)
days following the date of the Acceptance Notice.
4
(iv) Simultaneously upon receipt of the Offer Price
specified in the Offer Notice and delivered pursuant to the foregoing
paragraph (a)(iii) of this Section 1.3, a Transferring Investor shall
deliver to the Purchasing Offeree a stock certificate or certificates
representing the Offered Securities in consummation of the sale of such
shares pursuant to the terms and conditions specified in the Offer
Notice.
(v) In the event that (a) the Offerees do not elect to
deliver an Offer Notice, (b) the Offerees deliver an Offer Notice as to
only a portion of the Notice Securities or (c) the Transferring
Investor does not elect to deliver an Acceptance Notice, the
Transferring Investor shall have the right to Transfer such portion of
the Notice Securities that were not subject to an Acceptance Notice
(the "Transferrable Securities") without further restriction under this
Section 1.3 provided that such Transfer is consummated no later than
ninety (90) days following the date of the Notice and at a price that
is no less than the Offer Price. In the event that the Transferrable
Securities are not so Transferred within such ninety (90) day period at
a price that is no less than the Offer Price, Transferring Investor
shall be obligated to comply with the provisions of this Section 1.3 in
connection with any future Transfer of such Securities.
(vi) The exercise or non-exercise of the rights of any
Offeree hereunder (or their respective Affiliates acting on their
behalf) to participate as a purchaser in one or more sales of
Securities made by a Transferring Investor shall not adversely affect
their rights to participate as purchasers in subsequent sales of
Securities subject to paragraph (a)(i) of this Section 1.3.
(b) Prohibited Transfers. Any attempt by a Transferring Investor to
Transfer Securities in violation of this Section 1.3 hereof shall be void and
the Company agrees it will not effect such a Transfer nor will it treat any
alleged Transferee as the holder of such shares without the written consent of
the Board of Directors of the Company.
Section 1.4 Drag-Along and Tag-Along Rights
(a) Drag-Along Rights.
(i) If POF (the "Drag Stockholder") desires to sell Notes
and/or Common Stock representing 80% or more of the then outstanding
shares of the Common Stock, determined on an as converted basis,
beneficially or legally owned by POF (the "POF Shares") to any third
party or third parties, other than an Affiliate of POF, in a
transaction or series of related transactions that results in a Change
of Control (a "Drag Sale"), then, if requested by POF, the Investors
and their respective permitted Transferees, if any (each, a "Drag
Seller"), shall sell all of the outstanding shares of Common Stock held
by the Drag Seller, to such third party purchaser, in accordance with
the terms and provisions of this Section 1.4(a). All shares of Stock
sold or transferred pursuant to this Section 1.4(a) shall be sold at
the same price and upon the same terms and conditions as the shares of
Common Stock being sold by the Drag Stockholders. As used herein
"Change of Control" means (i) the sale, lease, transfer, conveyance or
other disposition (other than by way of a merger or consolidation), in
one transaction or a series of related transactions, of all or
substantially all of the assets of the Company and its subsidiaries,
taken as a whole, to any person (other than a TCW/POF Stockholder) or
any group (as
5
such term is used in Section 13d-5 of the Exchange Act) that does not
include a TCW/POF Stockholder and (ii) the consummation of any
transaction or series of related transactions, including by way of
merger or consolidation, in which any person, other than a TCW/POF
Stockholder, or any group (as such term is used in Section 13d-5 of the
Exchange Act) that does not include a TCW/POF Stockholder acquires,
directly or indirectly, more than 50% of the voting power of the
Company or any entity that survives any such merger or consolidation.
(ii) The Drag Stockholder shall give each Drag Seller at
least fifteen (15) days prior written notice of any Drag Sale,
containing a description of all material terms and conditions of such
Drag Sale. In connection with any Drag Sale, each Drag Seller shall
take such actions as may be reasonably required by the Drag Stockholder
and shall otherwise cooperate in good faith with the Drag Stockholder.
At the closing of a Drag Sale, each Drag Seller shall deliver to the
purchaser the certificates for all shares of the Common Stock being
sold or transferred by such Drag Seller, duly endorsed for transfer,
against payment of the appropriate purchase price.
(iii) Upon consummation of a Drag Sale, if a Drag Seller
has not delivered its certificates as contemplated by this Section
1.4(a), such Drag Seller shall no longer be considered a stockholder of
the Company with respect to all shares of Common Stock required to be
sold or transferred by such Drag Seller pursuant to this Section 1.4(a)
and such Drag Seller's sole rights shall be to receive the
consideration receivable in connection with such Drag Sale upon
delivery of the certificates held by such Drag Seller, as contemplated
by this Section 1.4(a).
(iv) Notwithstanding any other provision of this Agreement
to the contrary, if holders of a majority of the TCW/POF Shares desire
to approve a sale of all or substantially all of the assets of the
Company or a merger or consolidation of the Company, whether or not the
Company is the surviving entity, then POF shall be entitled to require
each Investor to vote all of its shares of Common Stock to approve such
transaction. If such transaction is structured as a merger or
consolidation, each Investor hereby waives any dissenter's rights,
appraisal rights or similar rights in connection with such merger or
consolidation. Each Investor shall take any and all action necessary
(including, without limitation, voting its shares of Common Stock and
executing and delivering written consents) to approve and effect the
consummation of such transaction. Nothing contained herein shall be
construed as a limitation on the rights of CapitalSource or its
Affiliates pursuant to the Loan Agreement.
(b) Tag-Along Rights. If POF (the "Selling Stockholder") desires to
sell or transfer, directly or indirectly, any of the then outstanding POF Shares
to any third party, other than an Affiliate (the "Buyer"), in a transaction or
series of related transactions other than a sale effected through a broker on
any securities exchange or automated quotation system on which the Company's
Common Stock is then quoted or listed (a "Tag Sale"), then, at least fifteen
(15) days prior to any such sale, the Selling Stockholder shall provide to the
Investors and their respective permitted Transferees, if any (each, a "Tag
Seller") a notice (a "Tag-Along Notice") explaining the terms of such sale and
identifying the name and address of the Buyer. Upon the written request of any
Tag Seller made within fifteen (15) days after the day the Tag-Along Notice is
received by such Tag Seller, the Selling Stockholder proposing to make the sale
shall cause the
6
Buyer to purchase from such Tag Seller such portion of the outstanding shares of
Common Stock owned by such Tag Seller as the number of POF Shares subject to the
Tag Sale bears to the number of then outstanding POF Shares. Such purchase shall
be made on the same date and at the same price and on terms and conditions at
least as favorable to such Tag Seller as the terms and conditions contained in
the Tag-Along Notice delivered in connection with such proposed transaction.
Notwithstanding the foregoing, POF shall be permitted to distribute POF Shares
pursuant to an in-kind distribution to its limited partners, general partners,
investment advisors and any affiliates, employees or designees thereof without
restriction and any of such POF Shares so distributed (and any such holder or
subsequent transferee thereof) shall not be subject to the foregoing provisions.
POF agrees that it will notify the Investors no later than seven (7) business
days prior to effecting any sale of POF Shares on a securities exchange or
automated quotation system that, when aggregated with all such other sales of
POF Shares on a securities exchange or automated quotation system within the
immediately preceding four week period, represents 10% or more of the
outstanding shares of Common Stock of the Company, on an as converted basis.
(c) Going Private and Similar Transactions. Each Investor hereby agrees
that it shall not transfer any Securities or accept any offer to purchase its
Securities for cash in connection with any "Going Private Transaction" unless,
and then only to the extent that and in the same proportion (based on their
respective number of shares tendered or purchased, as the case may be) as, POF
or any Affiliate of POF tenders or has purchased any shares of Common Stock
owned thereby. For purposes of this Agreement, "Going Private Transaction" shall
mean any transaction (i) in which the Company, POF or any Affiliate of POF (or
any combination thereof) acquires or otherwise obtains all of the outstanding
shares of Common Stock of the Company and, in connection therewith, the other
stockholders of the Company receive cash for their shares of Common Stock, (ii)
as a result of which the Company is no longer subject to the reporting
obligations of Section 13 or 15 of the Exchange Act and (iii) in which all of
the cash used to effect such transaction is provided or paid to such other
stockholders by POF or any Affiliate of POF (or any combination thereof) or by
the Company out of the proceeds of a debt or equity financing transaction with
POF or any Affiliate of POF (or any combination thereof). For purposes of
clarity, it is expressly acknowledged and agreed that the TCW Entities are not
Affiliates of POF.
Section 1.5 Termination
This Agreement shall terminate and be of no force and effect upon the
earlier to occur of(i) the effective date of a written agreement signed by all
of the parties hereto providing for the termination of this Agreement, (ii) with
respect to each Investor, the date upon which such Investor shall cease to own
any Securities and (iii) with respect to any Securities, the date upon which
such Securities are Transferred by the applicable Investor pursuant to the
provisions of Sections 1.2(a)(ii) and 1.2(a)(iii).
Section 1.6 Governing Law
This Agreement shall be governed in all respects by the laws of the
State of Delaware, as applied to agreements among Delaware residents entered
into and to be performed entirely within Delaware.
7
Section 1.7 Successors and Assigns
Except as otherwise expressly provided herein, the provisions hereof
shall inure to the benefit of, and be binding upon, the successors, assigns,
heirs, executors and administrators of the parties hereto; provided, however,
that neither this Agreement nor the provisions hereof shall be binding upon any
third party that is Transferred Securities pursuant to Sections 1.2(a)(ii) or
1.2(a)(iii).
Section 1.8 Entire Agreement; Amendment; Waiver
This Agreement, together with that certain Registration Rights
Agreement dated as of even date herewith by and among the parties hereto,
constitutes the full and entire understanding and agreement between the parties
with regard to the subjects hereof. Neither this Agreement nor any term hereof
may be amended, waived, discharged or terminated, except by a written instrument
signed by the Company and the parties hereto and any such amendment, waiver,
discharge or termination shall be binding on all the Stockholders, but in no
event shall the obligation of any Stockholder hereunder be materially increased,
except upon the written consent of such Stockholder.
Section 1.9 Notices, etc.
All notices and other communications required or permitted hereunder
shall be in writing and shall be mailed by United States first-class mail,
postage prepaid, sent by facsimile or delivered personally by hand or nationally
recognized courier addressed (a) if to a Stockholder, as indicated below such
Stockholder's name on the signature page hereto, or at such other address or
facsimile number as such Stockholder or permitted Transferee shall have
furnished to the Company and each other Stockholder in writing, or (b) if to the
Company, as indicated below the Company's name on the signature page hereto, or
at such address or facsimile number as the Company shall have furnished to each
Stockholder in writing. All such notices and other written communications shall
be effective on the date of mailing, confirmed facsimile transfer or delivery.
Section 1.10 Delays or Omissions
No delay or omission to exercise any right, power or remedy accruing to
any Stockholder, upon any breach or default of the Company under this Agreement
shall impair any such right, power or remedy of such Stockholder nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any other
breach or default therefore or thereafter occurring. Any waiver, permit, consent
or approval of any kind or character on the part of any Stockholder of any
breach or default under this Agreement or any waiver on the part of any
Stockholder of any provisions or conditions of this Agreement must be made in
writing and shall be effective only to the extent specifically set forth in such
writing. All remedies, either under this Agreement or by law or otherwise
afforded to any Stockholder, shall be cumulative and not alternative.
Section 1.11 Rights; Separability
8
Unless otherwise expressly provided herein, a Stockholder's rights
hereunder are several rights, not rights jointly held with any of the other
Stockholders. In case any provision of the Agreement shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
Section 1.12 Titles and Subtitles
The titles of the paragraphs and subparagraphs of this Agreement are
for convenience of reference only and are not to be considered in construing or
interpreting this Agreement.
Section 1.13 Counterparts
This Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one
instrument.
9
IN WITNESS WHEREOF, the parties hereto have executed this Stockholders'
Rights Agreement effective as of the day and year first above written.
ACORN PRODUCTS, INC.
By: /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------------------
Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: President and Chief Executive Officer
Address for Notices:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Porter, Wright, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
By: Oaktree Capital Management, LLC, Its
General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Managing Director
Address for Notices:
Oaktree Capital Management, LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇
CAPITAL, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Sr. VP
Address for Notices:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
CAPITALSOURCE HOLDINGS LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
Address for Notices:
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Finance Group,
Portfolio Manager
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇