EXHIBIT 10.6
INDEMNIFICATION AGREEMENT
INDEMNIFICATION AGREEMENT, dated as of March 30, 1998, among NA Holding
Corporation, a Delaware corporation ("Holding"), NA Acquisition Corporation, a
Delaware corporation ("NA Acquisition"), North American Van Lines, Inc., a
Delaware corporation (the "Company"), Clayton, Dubilier & Rice, Inc., a Delaware
corporation ("CD&R"), and Clayton, Dubilier & Rice Fund V Limited Partnership, a
Cayman Islands exempted limited partnership (together with any other investment
vehicle managed by CD&R, the "CD&R Fund"). Capitalized terms used herein and not
otherwise defined shall have the meanings set forth in Section 1 of this
Agreement.
W I T N E S S E T H :
WHEREAS, the CD&R Fund is managed by CD&R, and the general partner of the
CD&R Fund is Clayton, Dubilier & Rice Associates V Limited Partnership, a Cayman
Islands exempted limited partnership (together with any general partner of any
other investment vehicle managed by CD&R, "CD&R Associates") and the general
partner of CD&R Associates is CD&R Investment Associates, Inc., a Delaware
corporation (together with any other general partner of CD&R Associates,
"Associates Inc.");
WHEREAS, CD&R has organized Holding and NA Acquisition to acquire all of
the outstanding shares of capital stock of the Company from Norfolk Southern
Corporation, a Virginia corporation ("Norfolk Southern"), pursuant to a certain
Stock Purchase Agreement, (as amended from time to time, the "Stock Purchase
Agreement") between NA Acquisition and Norfolk Southern and a certain Preferred
Shares Stock Purchase Agreement, dated as of January 9, 1998, between NA
Acquisition and J.P. Morgan Ventures Corporation, a Delaware corporation ("J.P.
Morgan Ventures") (such transactions being hereinafter referred to as the
"Acquisition");
WHEREAS, for the purpose of financing the Acquisition, Holding is
offering, issuing and selling (i) an aggregate of up to 650,000 shares of its
Common Stock, par value $.01 per share (the "Common Stock"), to the CD&R Fund
and (ii) up to an aggregate of up to 43,500 shares of Common Stock to certain
purchasers who currently are executive officers or key employees of Holding, the
Company or one of its subsidiaries, (such transactions collectively, the "Equity
Offering");
WHEREAS, for the purpose of financing the Acquisition, NA Acquisition will
enter into a Credit Agreement (the "Credit Agreement"), dated as of March 30,
1998, with the several banks and other financial institutions from time to time
parties thereto (the "Lenders"), The Chase Bank Manhattan Bank as collateral,
documentation and administrative agent for the Lenders thereunder (the
"Administrative Agent") and The Bank of New York as syndication agent (the
transactions contemplated thereby being hereinafter referred to as the
"Financing");
WHEREAS, at the closing of the Financing, NA Acquisition will make certain
borrowings pursuant to the Credit Agreement;
WHEREAS, at the closing of the Financing, the Company will assume certain
rights and liabilities of NA Acquisition as successor in interest under the
Credit Agreement pursuant to an Assumption Agreement (the "Assumption
Agreement"), including the right to make borrowings and to obtain letters of
credit under the Credit Agreement;
WHEREAS, in connection with the Financing, Holding and the Company will,
among other things, guarantee certain obligations of NA Acquisition pursuant to
a guarantee and collateral agreement (the "Guarantee and Collateral Agreement")
and enter into other security arrangements in connection with the Financing;
WHEREAS, at the closing of the Acquisition, it is contemplated that NA
Acquisition will be merged with and into the Company (the "Merger"), leaving the
Company as the surviving entity and a wholly-owned subsidiary of Holding;
WHEREAS, the CD&R Fund will purchase capital stock of Holding pursuant to
the Equity Offering, becoming the majority stockholder of Holding;
WHEREAS, Holding, the Company, NA Acquisition or one or more of their
respective Subsidiaries (as hereinafter defined) from time to time in the future
(a) may offer and sell or cause to be offered and sold equity or debt securities
(such offerings, together with the Equity Offering, being hereinafter referred
to as the "Securities Offerings"), including without limitation (i) offerings of
shares of capital stock of Holding and/or options to purchase such shares to
employees, directors, managers and consultants of and to Holding, the Company,
NA Acquisition or any Subsidiary (a "Management Offering"), and (ii) one or more
offerings of debt securities for the purpose of refinancing any indebtedness of
Holding, the Company, NA Acquisition or any Subsidiary or for other corporate
purposes, and (b) may repurchase, redeem or otherwise acquire certain securities
of Holding, the Company, NA Acquisition or one or more of their respective
Subsidiaries (any such repurchase or redemption being referred to herein as a
"Redemption");
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WHEREAS, the parties hereto recognize the possibility that claims might be
made against and liabilities incurred by CD&R, the CD&R Fund, CD&R Associates,
Associates Inc. or related persons or affiliates under applicable securities
laws or otherwise in connection with the Transactions or the Securities
Offerings, or relating to other actions or omissions of or by Holding, NA
Acquisition or the Company, or relating to the provision by CD&R of management
consulting, monitoring and financial advisory services to Holding, NA
Acquisition and the Company, and the parties hereto accordingly wish to provide
for CD&R, the CD&R Fund, CD&R Associates, Associates Inc. and related persons
and affiliates to be indemnified in respect of any such claims and liabilities;
and
WHEREAS, the parties hereto recognize that claims might be made against
and liabilities incurred by directors and officers of Holding, NA Acquisition,
the Company and any Subsidiary in connection with their acting in such capacity,
and accordingly wish to provide for such directors and officers to be
indemnified to the fullest extent permitted by law in respect of any such claims
and liabilities;
NOW, THEREFORE, in consideration of the foregoing premises, and the mutual
agreements and covenants and provisions herein set forth, the parties hereto
hereby agree as follows:
1. Definitions.
(a) "Claim" means, with respect to any Indemnitee, any claim against such
Indemnitee involving any Obligation with respect to which such Indemnitee may be
entitled to be defended and indemnified by Holding, the Company or NA
Acquisition under this Agreement.
(b) "Consulting Agreement" means the Consulting Agreement, dated as of
March 30, 1998, among Holding, the Company and CD&R, as the same may be amended,
waived, modified or supplemented from time to time.
(c) "Indemnitee" means each of CD&R, the CD&R Fund, CD&R Associates Inc.,
and their respective directors, officers, partners, employees, agents, advisors,
representatives and controlling persons (within the meaning of the Securities
Act of 1933, as amended (the "Securities Act")) and each other person who is or
becomes a director or an officer of Holding, the Company, NA Acquisition or any
Subsidiary.
(d) "Obligations" means, collectively, any and all claims, obligations,
liabilities, causes of actions, actions, suits, proceedings, investigations,
judgments, decrees, losses,
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damages, fees, costs and expenses (including without limitation interest,
penalties and fees and disbursements of attorneys, accountants, investment
bankers and other professional advisors), in each case whether incurred, arising
or existing with respect to third parties or otherwise at any time or from time
to time.
(e) "Related Document" means any agreement, certificate, instrument or
other document to which Holding, the Company, NA Acquisition or any Subsidiary
may be a party or by which it or any of its properties or assets may be bound or
affected from time to time relating in any way to the Transactions or any
Securities Offering or any of the transactions contemplated thereby, including
without limitation, in each case as the same may be amended, modified, waived or
supplemented from time to time, (A) any registration statement filed by or on
behalf of Holding, the Company, NA Acquisition or any Subsidiary with the
Securities and Exchange Commission (the "Commission") in connection with the
Transactions or any Securities Offering, including all exhibits, financial
statements and schedules appended thereto, and any submissions to the Commission
in connection therewith, (B) any prospectus, preliminary or otherwise, included
in such registration statements or otherwise filed by or on behalf of Holding,
the Company, NA Acquisition or any Subsidiary in connection with the
Transactions or any Securities Offering or used to offer or confirm sales of
their respective securities in any Securities Offering, (C) any private
placement or offering memorandum or circular, or other information or materials
distributed by or on behalf of Holding, the Company, NA Acquisition or any
Subsidiary or any placement agent or underwriter in connection with the
Transactions or any Securities Offering, (D) any federal, state or foreign
securities law or other governmental or regulatory filings or applications made
in connection with any Securities Offering, the Transactions or any of the
transactions contemplated thereby, (E) any underwriting, subscription, purchase,
option or registration rights agreement or plan entered into or adopted by
Holding, the Company, NA Acquisition or any Subsidiary in connection with any
Securities Offering or (F) any purchase, repurchase, redemption or other
agreement entered into by Holding, the Company, NA Acquisition or any Subsidiary
in connection with any Redemption.
(f) "Subsidiary" means each corporation or other person or entity in which
Holding, the Company or NA Acquisition owns or controls, directly or indirectly,
capital stock or other equity interests representing at least 25% of the
outstanding voting stock or other equity interests.
(g) "Transactions" means the Acquisition, the Merger and the Financing.
2. Indemnification.
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(a) Each of Holding, the Company and NA Acquisition (each an "Indemnifying
Party" and collectively, the "Indemnifying Parties"), jointly and severally,
agrees to indemnify, defend and hold harmless each Indemnitee:
(i) from and against any and all Obligations, whether incurred with
respect to third parties or otherwise, in any way resulting from, arising
out of or in connection with, based upon or relating to (A) the Securities
Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or any other applicable securities or other laws, in connection with any
Securities Offering, the Financing, any Related Document or any of the
transactions contemplated thereby, (B) any other action or failure to act
of Holding, the Company, NA Acquisition or any Subsidiary or any of their
predecessors, whether such action or failure has occurred or is yet to
occur or (C) except to the extent that any such Obligation is found in a
final judgment by a court of competent jurisdiction to have resulted from
the gross negligence or intentional misconduct of CD&R, the performance by
CD&R of management consulting, monitoring, financial advisory or other
services for Holding, the Company or NA Acquisition (whether pursuant to
the Consulting Agreement or otherwise); and
(ii) to the fullest extent permitted by Delaware law, from and
against any and all Obligations in any way resulting from, arising out of
or in connection with, based upon or relating to (A) the fact that such
Indemnitee is or was a director or an officer of Holding, the Company, NA
Acquisition or any Subsidiary, as the case may be, or is or was serving at
the request of such corporation as a director, officer, employee or agent
of or advisor or consultant to another corporation, partnership, joint
venture, trust or other enterprise or (B) any breach or alleged breach by
such Indemnitee of his or her fiduciary duty as a director or an officer
of Holding, the Company, NA Acquisition or any Subsidiary, as the case may
be;
in each case including but not limited to any and all fees, costs and expenses
(including without limitation fees and disbursements of attorneys) incurred by
or on behalf of any Indemnitee in asserting, exercising or enforcing any of its
rights, powers, privileges or remedies in respect of this Agreement or the
Consulting Agreement.
(b) Without in any way limiting the foregoing Section 2(a), each of the
Indemnifying Parties agrees, jointly and severally, to indemnify, defend and
hold harmless each Indemnitee from and against any and all Obligations resulting
from, arising out of or in connection with, based upon or relating to
liabilities under the Securities Act, the Exchange Act or any other applicable
securities or other laws, rules or regulations in connection with (i) the
inaccuracy or breach of or default under any representation, warranty, covenant
or agreement in any Related
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Document, (ii) any untrue statement or alleged untrue statement of a material
fact contained in any Related Document or (iii) any omission or alleged omission
to state in any Related Document a material fact required to be stated therein
or necessary to make the statements therein not misleading. Notwithstanding the
foregoing, the Indemnifying Parties shall not be obligated to indemnify such
Indemnitee from and against any such Obligation to the extent that such
Obligation arises out of or is based upon an untrue statement or omission made
in such Related Document in reliance upon and in conformity with written
information furnished to Holding, the Company or NA Acquisition, as the case may
be, in an instrument duly executed by such Indemnitee and specifically stating
that it is for use in the preparation of such Related Document.
3. Contribution.
(a) Except to the extent that Section 3(b) is applicable, if for any
reason the indemnity provided for in Section 2(a) is unavailable or is
insufficient to hold harmless any Indemnitee from any of the Obligations covered
by such indemnity, then the Indemnifying Parties, jointly and severally, shall
contribute to the amount paid or payable by such Indemnitee as a result of such
Obligation in such proportion as is appropriate to reflect (i) the relative
fault of each of Holding, the Company, NA Acquisition and their Subsidiaries, on
the one hand, and such Indemnitee, on the other, in connection with the state of
facts giving rise to such Obligation, (ii) if such Obligation results from,
arises out of, is based upon or relates to the Transactions or any Securities
Offering, the relative benefits received by each of Holding, the Company, NA
Acquisition and their Subsidiaries, on the one hand, and such Indemnitee, on the
other, from such Transaction or Securities Offering and (iii) if required by
applicable law, any other relevant equitable considerations.
(b) If for any reason the indemnity specifically provided for in Section
2(b) is unavailable or is insufficient to hold harmless any Indemnitee from any
of the Obligations covered by such indemnity, then the Indemnifying Parties,
jointly and severally, shall contribute to the amount paid or payable by such
Indemnitee as a result of such Obligation in such proportion as is appropriate
to reflect (i) the relative fault of each of Holding, the Company, NA
Acquisition and their Subsidiaries, on the one hand, and such Indemnitee, on the
other, in connection with the information contained in or omitted from any
Related Document, which inclusion or omission resulted in the inaccuracy or
breach of or default under any representation, warranty, covenant or agreement
therein, or which information is or is alleged to be untrue, required to be
stated therein or necessary to make the statements therein not misleading, (ii)
the relative benefits received by Holding, the Company, NA Acquisition and their
Subsidiaries, on the one hand, and such Indemnitee, on the other, from
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such Transaction or Securities Offering and (iii) if required by applicable law,
any other relevant equitable considerations.
(c) For purposes of Section 3(a), the relative fault of each of Holding,
the Company, NA Acquisition and their Subsidiaries, on the one hand, and of the
Indemnitee, on the other, shall be determined by reference to, among other
things, their respective relative intent, knowledge, access to information and
opportunity to correct the state of facts giving rise to such Obligation. For
purposes of Section 3(b), the relative fault of each of Holding, the Company, NA
Acquisition and their Subsidiaries, on the one hand, and of the Indemnitee, on
the other, shall be determined by reference to, among other things, (i) whether
the included or omitted information relates to information supplied by Holding,
the Company, NA Acquisition and their Subsidiaries, on the one hand, or by such
Indemnitee, on the other, and (ii) their respective relative intent, knowledge,
access to information and opportunity to correct such inaccuracy, breach,
default, untrue or alleged untrue statement, or omission or alleged omission.
For purposes of Section 3(a) or 3(b), the relative benefits received by each of
Holding, the Company, NA Acquisition and their Subsidiaries, on the one hand,
and the Indemnitee, on the other, shall be determined by weighing the direct
monetary proceeds to Holding, the Company, NA Acquisition and their
Subsidiaries, on the one hand, and such Indemnitee, on the other, from such
Transaction or Securities Offering.
(d) The parties hereto acknowledge and agree that it would not be just and
equitable if contributions pursuant to Section 3(a) or 3(b) were determined by
pro rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in such respective Section. The
Indemnifying Parties shall not be liable under Section 3(a) or 3(b), as
applicable, for contribution to the amount paid or payable by any Indemnitee
except to the extent and under such circumstances the Indemnifying Parties would
have been liable to indemnify, defend and hold harmless such Indemnitee under
the corresponding Section 2(a) or 2(b), as applicable, if such indemnity were
enforceable under applicable law. No Indemnitee shall be entitled to
contribution from the Indemnifying Parties with respect to any Obligation
covered by the indemnity specifically provided for in Section 2(b) in the event
that such Indemnitee is finally determined to be guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) in
connection with such Obligation and the Indemnifying Parties are not guilty of
such fraudulent misrepresentation.
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4. Indemnification Procedures.
(a) Whenever any Indemnitee shall have actual knowledge of the reasonable
likelihood of the assertion of a Claim, CD&R (acting on its own behalf or, if
requested by any such Indemnitee other than itself, on behalf of such
Indemnitee) or such Indemnitee shall notify Holding, the Company, NA Acquisition
or the appropriate Subsidiary, as the case may be, in writing of the Claim (the
"Notice of Claim") with reasonable promptness after such Indemnitee has such
knowledge relating to such Claim and has notified CD&R thereof. The Notice of
Claim shall specify all material facts known to CD&R (or if given by such
Indemnitee, such Indemnitee) that may give rise to such Claim and the monetary
amount or an estimate of the monetary amount of the Obligation involved if CD&R
(or if given by such Indemnitee, such Indemnitee) has knowledge of such amount
or a reasonable basis for making such an estimate. The failure of CD&R to give
such Notice of Claim shall not relieve the Indemnifying Parties of their
respective indemnification obligations under this Agreement except to the extent
that such omission results in a failure of actual notice to them and they are
materially injured as a result of the failure to give such Notice of Claim. The
Indemnifying Parties shall, at their expense, undertake the defense of such
Claim with attorneys of their own choosing satisfactory in all respects to CD&R.
CD&R may participate in such defense with counsel of CD&R's choosing at the
expense of the Indemnifying Parties. In the event that the Indemnifying Parties
do not undertake the defense of the Claim within a reasonable time after CD&R
has given the Notice of Claim, or in the event that CD&R shall in good faith
determine that the defense of any claim by the Indemnifying Parties is
inadequate or may conflict with the interest of any Indemnitee, CD&R may, at the
expense of the Indemnifying Parties and after giving notice to the Indemnifying
Parties of such action, undertake the defense of the Claim and compromise or
settle the Claim, all for the account of and at the risk of the Indemnifying
Parties. In the defense of any Claim, the Indemnifying Parties shall not, except
with the prior written consent of CD&R, consent to entry of any judgment or
enter into any settlement that includes any injunctive or other non-monetary
relief, or that does not include as an unconditional term thereof the giving by
the person or persons asserting such Claim to such Indemnitee of a release from
all liability with respect to such Claim. In each case, CD&R and each other
Indemnitee seeking indemnification hereunder will cooperate with the
Indemnifying Parties, so long as the Indemnifying Parties are conducting the
defense of the Claim, in the preparation for and the prosecution of the defense
of such Claim, including making available evidence within the control of CD&R or
such Indemnitee, as the case may be, and persons needed as witnesses who are
employed by CD&R or such Indemnitee, as the case may be, in each case as
reasonably needed for such defense and at cost, which cost, to the extent
reasonably incurred, shall be paid by the Indemnifying Parties.
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(b) The Indemnifying Parties hereby agree to advance costs and expenses,
including attorney's fees, incurred by CD&R (acting on its own behalf or, if
requested by any such Indemnitee other than itself, on behalf of such
Indemnitee) or any Indemnitee in defending any Claim in advance of the final
disposition of such Claim upon receipt of an undertaking by or on behalf of CD&R
or such Indemnitee to repay amounts so advanced if it shall ultimately be
determined that CD&R or such Indemnitee is not entitled to be indemnified by the
Indemnifying Parties as authorized by this Agreement.
(c) CD&R shall notify the Indemnifying Parties in writing of the amount of
any Claim actually paid by CD&R (the "Notice of Payment"). The amount of any
Claim actually paid by CD&R shall bear simple interest at the rate equal to The
Chase Manhattan Bank prime rate as of the date of such payment plus 2% per
annum, from the date the Indemnifying Parties receives the Notice of Payment to
the date on which the Indemnifying Parties shall repay the amount of such Claim
plus interest thereon to CD&R.
5. Certain Covenants. Holding agrees to cause the Company and NA
Acquisition to perform its obligations under this Agreement. The rights of each
Indemnitee to be indemnified under any other agreement, document, certificate or
instrument or applicable law are independent of and in addition to any rights of
such Indemnitee to be indemnified under this Agreement. The rights of each
Indemnitee and the obligations of Holding, the Company and NA Acquisition
hereunder shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnitee. Each of Holding, the Company and NA
Acquisition shall maintain the State of Delaware as its state of incorporation
and shall implement and maintain in full force and effect any and all corporate
charter and by-law provisions that may be necessary or appropriate to enable it
to carry out its obligations hereunder to the fullest extent permitted by
Delaware corporate law, including without limitation a provision of its
certificate of incorporation eliminating liability of a director for breach of
fiduciary duty to the fullest extent permitted by Section 102(b)(7) (or any
successor section thereto) of the General Corporation Law of the State of
Delaware, as it may be amended from time to time.
6. Notices. All notices and other communications hereunder shall be in
writing and shall be delivered by certified or registered mail (first class
postage prepaid and return receipt requested), telecopier, overnight courier or
hand delivery, as follows:
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(a) if to NA Acquisition, to:
NA Acquisition Corporation
c/o North American Van Lines, Inc.
5001 U.S. Hwy 30 West
Fort Wayne, Indiana 46801-0988
Attention: General Counsel
Telecopier: (219) 429-3135
with a copy to:
Clayton, Dubilier & Rice, Inc.
375 Park Avenue
New York, New York 10152
Attention: Kevin J. Conway
Telecopier: (212) 407-5252
(b) if to Holding, to it care of the Company at the addresses set forth
above.
(c) if to the Company, to:
North American Van Lines, Inc.
5001 U.S. Hwy 30 West
Fort Wayne, Indiana 46801-0988
Attention: General Counsel
Telecopier: (219) 429-3135
(d) if to the CD&R Fund, to:
Clayton, Dubilier & Rice Fund V Limited Partnership
1403 Foulk Road, Suite 106
Wilmington, Delaware 19803
Attention: General Partner
with a copy to:
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Clayton, Dubilier & Rice, Inc.
375 Park Avenue
New York, New York 10152
Attention: Kevin J. Conway
Telecopier: (212) 407-5252
(e) if to CD&R or any other Indemnitee, to:
Clayton, Dubilier & Rice, Inc.
375 Park Avenue
New York, New York 10022
Attention: Kevin J. Conway
Telecopier: (212) 407-5252
or to such other address or such other person as Holding, the Company, NA
Acquisition, CD&R or the CD&R Fund, as the case may be, shall have designated by
notice to the other parties hereto. All communications hereunder shall be
effective upon receipt by the party to which they are addressed. A copy of any
notice or other communication given under this Agreement shall also be given to:
Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Attention: Paul S. Bird, Esq.
Telecopier: (212) 909-6836
7. Governing Law. This Agreement shall be governed in all respects,
including validity, interpretation and effect, by the law of the State of New
York, regardless of the law that might be applied under principles of conflict
of laws, except to the extent that the corporate law of the State of Delaware
specifically and mandatorily applies, in which case such law shall apply.
8. Severability. If any provision or provisions of this Agreement shall be
held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions hereof shall not in any way be
affected or impaired thereby.
9. Miscellaneous. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
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This Agreement shall be binding upon and inure to the benefit of each party
hereto and its successors and permitted assigns, and each other Indemnitee, but
neither this Agreement nor any right, interest or obligation hereunder shall be
assigned, whether by operation of law or otherwise, by Holding, the Company or
NA Acquisition without the prior written consent of CD&R and the CD&R Fund. This
Agreement is not intended to confer any right or remedy hereunder upon any
person other than each of the parties hereto and their respective successors and
permitted assigns and each other Indemnitee. No amendment, modification,
supplement or discharge of this Agreement, and no waiver hereunder shall be
valid and binding unless set forth in writing and duly executed by the party or
other Indemnitee against whom enforcement of the amendment, modification,
supplement or discharge is sought. Neither the waiver by any of the parties
hereto or any other Indemnitee of a breach of or a default under any of the
provisions of this Agreement, nor the failure by any party hereto or any other
Indemnitee on one or more occasions, to enforce any of the provisions of this
Agreement or to exercise any right, powers or privilege hereunder, shall be
construed as a waiver of any other breach or default of a similar nature, or as
a waiver of any provisions hereof, or any rights, powers or privileges
hereunder. The rights and remedies herein provided are cumulative and are not
exclusive of any rights or remedies that any party or other Indemnitee may
otherwise have at law or in equity or otherwise. This Agreement may be executed
in several counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
by their authorized representatives as of the date first above written.
NA HOLDING CORPORATION
By: /s/Kevin J. Conway
----------------------------------------
Name: Kevin J. Conway
Title: Vice President
NA ACQUISITION CORPORATION
By: /s/Kevin J. Conway
----------------------------------------
Name: Kevin J. Conway
Title: Vice President
NORTH AMERICAN VAN LINES, INC.
By: /s/R. Barry Uber
--------------------------------------------
Name: R. Barry Uber
Title: President and Chief Executive Officer
CLAYTON, DUBILIER & RICE, INC.
By: /s/Joseph L. Rice, III
--------------------------------------------
Name: Joseph L. Rice, III
Title: Chairman and Chief Executive Officer
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CLAYTON, DUBILIER & RICE
FUND V LIMITED PARTNERSHIP
By: CD&R Associates V Limited Partnership, its
general partner
By: CD&R Investment Associates II, Inc., its
managing general partner
By: /s/Joseph L. Rice, III
--------------------------------------------
Name: Joseph L. Rice, III
Title: Chairman and Chief Executive
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