Exhibit 4.2
AMENDED AND RESTATED
DEED OF GUARANTY
AMENDED AND RESTATED DEED OF GUARANTY (this "Amended and Restated Deed")
dated as of November __, 2003, by and among UNITED NATIONAL GROUP, LTD., an
exempted company formed with limited liability under the laws of the Cayman
Islands (together with its successors and permitted assigns, the "Guarantor"),
in favor of the holders of Senior Notes (as defined below) (together with their
successors and permitted assigns, the "Senior Noteholders").
W I T N E S S E T H:
WHEREAS, U.N. Holdings (Cayman), Ltd., an exempted company formed with
limited liability under the laws of the Cayman Islands (the "Cayman Purchaser"),
the Guarantor, U.N. Holdings II, Inc., a Delaware corporation, U.N. Holdings
LLC, a Delaware limited liability company, U.N. Holdings Inc., a Delaware
corporation, Wind River Investment Incorporation, a Delaware corporation (the
"Company"), and the stockholders of the Company (the "Trusts") entered into an
Amended and Restated Investment Agreement, dated of as September 5, 2003 (the
"Investment Agreement"), pursuant to the terms of which the parties agreed,
among other things, to enter into a transaction in which the Company would
redeem 31.285647 shares of Wind River Common Stock held by the Trusts in
exchange for 5% Senior Notes, due September 5, 2015, in an aggregate principal
amount of $72,848,000 (the "Original Notes") (such redemptions, together with
the other transactions contemplated by the Investment Agreement, the
"Transactions");
WHEREAS, the execution and delivery by the Guarantor of a Deed of Guaranty
dated as of September 5, 2003 (the "Original Deed") was a condition to the
obligations of the Trusts to consummate the Transactions;
WHEREAS, the Guarantor had determined that it was in its best interests to
guaranty the obligations of the Company under the Original Notes in favor of the
Senior Noteholders in order to induce the Trusts to consummate the Transactions,
without which the Trusts would not have been willing to consummate the
Transactions;
WHEREAS, the Original Deed was executed and delivered in connection with
the consummation of the Transactions;
WHEREAS, the Guarantor has determined that it is in its best interests
that the Original Notes be amended and restated, acknowledges that the execution
and delivery of this Amended and Restated Deed is necessary to induce the Senior
Noteholders to accept the Senior Notes in exchange for the Original Notes, and
has therefore determined that it is in its best interests to amend and restate
the Original Deed; and
WHEREAS, the Senior Notes are being issued simultaneously herewith in
exchange for the Original Notes.
NOW, THEREFORE, intending to be legally bound, the parties agree as
follows:
1. Definitions.
1.1 Certain Definitions. As used in this Amended and Restated Deed,
the following terms shall have the meanings ascribed to them below. Any
capitalized terms used in this Amended and Restated Deed that are not otherwise
defined in this Amended and Restated Deed shall have the meaning ascribed to
such terms in the Senior Notes.
"Affiliate" has the meaning ascribed thereto in the Investment
Agreement.
"Action" has the meaning given in Section 7.5.
"Amended and Restated Deed" has the meaning given in the preamble.
"Cayman Purchaser" has the meaning given in the recitals.
"Company" has the meaning given in the recitals.
"Contract" has the meaning ascribed thereto in the Investment
Agreement.
"Event of Default" has the meaning ascribed thereto in the Senior
Notes.
"FPC" means Fox, Paine & Co., LLC, a Delaware limited liability
company.
"Guaranteed Obligations" means all amounts due from time to time
from the Company in respect of the Senior Notes issued by the Company to the
Senior Noteholders in the Transactions, including, without limitation, (a) any
Principal Amount, (b) any interest on the unpaid balance of the Principal
Amount, and (c) if there shall occur any Event of Default, all documented
out-of-pocket expenses (including, without limitation, reasonable fees and
disbursements of legal counsel, accountants, investigators and other experts)
incurred by the Senior Noteholders in connection with the protection,
preservation, exercise or enforcement of any of the rights or remedies of the
Senior Noteholders under the Senior Notes.
"Guarantor" has the meaning given in the preamble.
"Investment Agreement" has the meaning given in the recitals.
"Law" has the meaning ascribed thereto in the Investment Agreement.
"Original Deed" has the meaning given in the recitals.
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"Original Notes" has the meaning given in the recitals.
"Person" has the meaning ascribed thereto in the Investment
Agreement.
"Principal Amount" has the meaning ascribed thereto in the Senior
Notes.
"Restricted Payment" means (i) any dividend or other distribution,
direct or indirect, in respect of any share capital of the Guarantor or any
ownership interest of its subsidiaries, now or hereafter outstanding, except (A)
a dividend payable solely in share capital of the Guarantor pro rata to all
holders or (B) a dividend payable by a subsidiary of the Guarantor to the
Guarantor or a direct or indirect wholly-owned subsidiary of the Guarantor, and
(ii) any redemption, retirement, purchase or other acquisition, direct or
indirect, of any share capital of the Guarantor or any ownership interest of its
subsidiaries, now or hereafter outstanding, or of any warrants, rights or
options to acquire any such share capital or other interests; provided, however,
that any dividend or other distribution in respect of, or payment made in
redemption or other repurchase of, any preferred shares of the Guarantor (other
than the Series A Preferred Shares) issued subject to Section 6.1 of the
Shareholders Agreement shall not be a Restricted Payment.
"Senior Noteholders" has the meaning given in the preamble.
"Senior Notes" means the amended and restated 5% Senior Notes, due
September 5, 2015, in an aggregate principal amount of $72,848,000 issued by the
Company to the Trusts as of the date hereof.
"Series A Preferred Shares" means the Series A Preferred Shares, par
value $0.0001, of the Guarantor.
"Shareholders Agreement" means the Shareholders Agreement, dated as
of September 5, 2003, by and among the Guarantor, Cayman Purchaser and the
Trusts.
"Transactions" has the meaning given in the recitals.
"Trusts" has the meaning given in the recitals.
1.2 Interpretation. Except as otherwise provided or if the context
requires otherwise, whenever used in this Amended and Restated Deed, (a) any
noun or pronoun shall be deemed to include the singular and the plural, (b) the
terms "include" and "including" shall be deemed to be followed by the phrase
"without limitation" and (c) the word "or" shall be inclusive and not exclusive.
2. Guaranty.
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2.1 Guaranty of Payment. The Guarantor hereby irrevocably and
unconditionally guarantees to the Senior Noteholders that the Guaranteed
Obligations will be paid in full when due and payable, whether at the stated or
accelerated maturity thereof or upon any mandatory or voluntary prepayment or
otherwise. The Guarantor's liability under this Amended and Restated Deed shall
be as a principal debtor and not a secondary obligor. As used in this Amended
and Restated Deed, the expressions "pay in full," "paid in full" or "payment in
full" mean, with respect to the Guaranteed Obligations, the final and
indefeasible payment in full in cash of all of the Guaranteed Obligations in
accordance with their terms.
2.2 Obligations of Guarantor Absolute, Etc. The obligations of the
Guarantor under this Amended and Restated Deed are absolute and unconditional.
The Guarantor guarantees that the Guaranteed Obligations will be paid strictly
in accordance with the terms of the Senior Notes, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting any
such terms or the rights of the Senior Noteholders with respect thereto. The
liability of the Guarantor under this Amended and Restated Deed is absolute and
unconditional irrespective of:
(a) any lack of validity or enforceability of the Senior Notes;
(b) any change in the time, manner or place of payment of the
Guaranteed Obligations;
(c) any amendment or modification of or supplement to the Senior
Notes (including, without limitation, any amendment or adjustments that would
increase the amount of the Guaranteed Obligations), or any furnishing or
acceptance of any security, or any release of any security with respect to the
Guaranteed Obligations;
(d) any waiver, consent, extension, indulgence or other action or
inaction under or in respect of the Senior Notes or nonexercise of any right,
remedy, power or privilege under or in respect of the Senior Notes;
(e) any counterclaim, setoff, recoupment or defense based upon any
claim the Guarantor or the Company may have against the Senior Noteholders;
(f) any bankruptcy, insolvency, reorganization, arrangement,
readjustment, composition, liquidation or similar proceeding with respect to the
Company, any of its Affiliates, the Guarantor or their respective properties or
creditors;
(g) any invalidity or unenforceability, in whole or in part, of any
term of this Amended and Restated Deed or of the Senior Notes;
(h) any failure on the part of the Company for any reason to perform
or comply with any term of the Senior Notes; or
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(i) any other occurrence whatsoever, whether similar or dissimilar
to the foregoing.
2.3 Continuing Guaranty. This guaranty is an absolute,
unconditional, present and continuing guaranty of payment and is in no way
conditional or contingent; it shall remain in full force and effect until
terminated pursuant to Section 6.
2.4 Waivers. The Guarantor hereby waives, to the fullest extent
permitted by applicable law, (a) all presentments, demands for performance,
notice of non-performance, protests, notices of protests and notices of dishonor
in connection with the Guaranteed Obligations or any agreement relating thereto;
(b) notice of acceptance of this Amended and Restated Deed; (c) any requirement
of diligence or promptness on the part of a Senior Noteholder in the enforcement
of its rights under this Amended and Restated Deed or under the Senior Notes;
(d) any enforcement of any present or future agreement or instrument relating
directly or indirectly to the Guaranteed Obligations; (e) notice of any of the
matters referred to in Section 2.2; (f) notices of every kind and description
that may be required to be given by any statute or rule of law; and (g) any
defense of any kind that it may now or hereafter have with respect to its
liability under this Amended and Restated Deed to the fullest extent permitted
by law. Without limiting the foregoing, the Senior Noteholders shall not be
required to make any demand upon, or to pursue or exhaust any rights or remedies
against the Company for the Guaranteed Obligations. No course of dealing and no
delay or failure on the part of a Senior Noteholder in exercising any right,
power or remedy under this Amended and Restated Deed will operate as a waiver
thereof or otherwise prejudice such Senior Noteholder's rights, powers or
remedies; nor shall any single or partial exercise of any right under this
Amended and Restated Deed preclude any other or further exercise thereof or the
exercise of any other right. The rights, powers and remedies provided in this
Amended and Restated Deed are cumulative and no right, power or remedy conferred
hereby is exclusive of any other right, power or remedy referred to herein or
now or hereafter available at law, in equity, by statute or otherwise. The
Guarantor agrees that it will not enforce or otherwise exercise or claim or
assert any rights of subrogation or contribution against any Person with respect
to the Guaranteed Obligations or any security therefor unless and until all the
Guaranteed Obligations are paid in full.
3. Representations and Warranties.
3.1 Organization. The Guarantor was duly organized as an exempted
company with limited liability under the laws of the Cayman Islands, and is
validly existing and in good standing under the laws of the Cayman Islands and
has all requisite power and authority to own, operate and lease its properties
and assets and to carry on its business as currently conducted or as proposed to
be conducted following the completion of the Transactions.
3.2 Authorization; Approvals. The Guarantor has all necessary power
and authority to execute and deliver this Amended and Restated Deed and to
perform its obligations under this Amended and Restated Deed. The execution,
delivery and performance of this Amended and Restated Deed by the Guarantor have
been duly and validly authorized by all
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necessary action, and no other proceedings on the part of the Guarantor are
necessary to authorize this Amended and Restated Deed. This Amended and Restated
Deed has been duly and validly executed and delivered by the Guarantor and,
assuming the due authorization, execution and delivery by each other party,
constitutes a legal, valid and binding obligation of the Guarantor enforceable
against the Guarantor it in accordance with its terms.
3.3 Noncontravention. The execution, delivery and performance of
this Amended and Restated Deed by the Guarantor do not constitute and will not
result in (i) a breach or violation of, or a default under, the organizational
documents of the Guarantor or (ii) a breach or violation of, or default under,
any Law or Contract.
3.4 Solvency. The Guarantor was and will be solvent, both before and
after giving effect to the Transactions.
4. Covenants of the Guarantor. The Guarantor covenants and agrees that
until all of the Guaranteed Obligations have been paid in full:
4.1 No Restricted Payments. The Guarantor shall not, and shall not
permit any of its subsidiaries to, directly or indirectly, declare, order, pay,
make or set apart any sum or property for any Restricted Payment, except that
the (i) Guarantor may make payments as dividends in cash in respect of the
Series A Preferred Shares and (ii) each of the Guarantor and its subsidiaries
may make payments as dividends in cash on any trust preferred or similar
securities that it may issue; provided, in the case of clauses (i) and (ii),
that the Company shall have made all payments of interest required on the Senior
Notes in cash and that such dividends in the aggregate shall not exceed $5
million per year. Notwithstanding the foregoing, (A) nothing in this Section 4.1
shall prevent the Guarantor from (i) redeeming the Series A Preferred Shares in
accordance with their terms upon an Initial Public Offering (as defined in the
written resolutions dated as of September 5, 2003 of the Guarantor's Board of
Directors regarding the rights and preferences of the Series A Preferred Shares
of the Guarantor), or (ii) paying dividends in kind on the Series A Preferred
Shares, and (B) after such time as the aggregate Principal Amount of the Senior
Notes is less than $18,212,000, the Guarantor may redeem, retire, repurchase or
otherwise acquire the Series A Preferred Shares.
4.2 Limitations on Affiliate Transactions. The Guarantor shall not,
and shall not permit any of its subsidiaries to, directly or indirectly, engage
in any transactions with FPC or any of its Affiliates or any other Affiliate of
the Guarantor, or make an assignment or other transfer of properties or assets
to FPC or any of its Affiliates or any other Affiliate of the Guarantor except
(i) transactions that, in the good faith judgment of the Board of Directors of
the Guarantor, are no less favorable to the Guarantor or the applicable
subsidiary as it would obtain in an arms-length transaction with an unaffiliated
third party or (ii) transactions and transfers among the Guarantor and its
wholly-owned subsidiaries.
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4.3 Provision of Information.
(a) The Guarantor shall deliver to the Senior Noteholders, as and
when available after the end of each of the first three quarters of each fiscal
year, quarterly financial reports in the form prepared for the Guarantor's board
of directors. Notwithstanding anything to the contrary contained in the
immediately preceding sentence, the Guarantor shall deliver such quarterly
financial reports to the Senior Noteholders within forty five (45) days after
the end of each relevant fiscal quarter (or, if the Guarantor is in good faith
and diligently seeking to prepare and deliver such financial information, at
such later date (not exceeding sixty (60) days after the end of such quarter) as
circumstances may require); and
(b) The Guarantor shall deliver to the Senior Noteholders, within
one hundred and fifty (150) days after the end of the Guarantor's fiscal year,
the audited annual financial statements of the Guarantor (including the notes
thereto), including consolidated and consolidating balance sheets, income
statements and statements of cash flow, accompanied by the audit report thereon
of the Guarantor's independent public accountants.
4.4 No Merger The Guarantor shall not consolidate or merge with or
into, or sell, assign, transfer or lease all or substantially all of the assets
of the Guarantor and its subsidiaries taken as a whole to any person unless the
person formed by or surviving any such consolidation or merger (if other than
the Guarantor), or to which such sale or conveyance is made, assumes, by written
instrument in form and substance reasonably satisfactory to the Senior
Noteholders, all the obligations of the Guarantor arising under this Amended and
Restated Deed. Notwithstanding the foregoing, the Guarantor shall not
consolidate or merge with or into, or sell, assign, transfer or lease all or
substantially all of the assets of the Guarantor and its subsidiaries taken as a
whole to any person if a primary purpose of such transaction is to avoid any
restriction on the Guarantor contained in this Section 4.
5. Notice of Certain Events. The Guarantor shall provide the Senior
Noteholders with written notice of any Event of Default under any Senior Note
promptly following (and not later than five business days following) any senior
officer of the Guarantor obtaining actual knowledge thereof.
6. Termination of Guaranty. At such time as all of the Guaranteed
Obligations have been indefeasibly paid and/or performed in full, then the
guaranty provided for in this Amended and Restated Deed shall terminate,
provided, however, that the guaranty provided for in this Amended and Restated
Deed shall be reinstated if at any time any payment of any of the Guaranteed
Obligations is rescinded or must otherwise be returned by the Senior Noteholders
upon the insolvency, bankruptcy or reorganization of the Company or the
Guarantor or otherwise, all as though such payment had not been made.
7. Miscellaneous.
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7.1 Indemnification. The Guarantor shall indemnify and reimburse the
Senior Noteholders from and against any and all losses, costs, expenses and
other damages of any kind or nature whatsoever ("Loss") incurred by the Senior
Noteholders as a result of, or otherwise arising out of, any breach by the
Guarantor of any provision of this Amended and Restated Deed, including the
representations contained herein; provided, however, that the aggregate Losses
indemnified by Guarantor pursuant to this Section 7.1 shall be limited to an
amount equal to the Guaranteed Obligations less any amounts that have been
indefeasibly paid under the Senior Notes.
7.2 Notices. Any notice or communication must be given in writing or
delivered in person or sent by documented overnight delivery service addressed
as follows:
if to the Guarantor:
c/o Fox Paine & Company, LLC
950 Tower Lane, Suite 1150
Foster City, California 94404
Attention: Saul A. Fox
with a copy to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention: Elliott V. Stein
Mitchell S. Presser
if to any Senior Noteholder, to:
c/o The AMC Group, L.P.
555 Croton Road, Suite 300
King of Prussia, Pennsylvania 19406
Attention: President
with a copy to:
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, Pennsylvania 19103
Attention: Robert C. Juelke
All such notices, requests and other communications shall be deemed received on
the date of receipt by the recipient if received prior to 5 p.m. in the place of
receipt and such day is a
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business day in the place of receipt. Otherwise, any such notice, request or
communication shall be deemed not to have been received until the next
succeeding business day in the place of receipt.
7.3 Amendments and Waivers. Neither this Amended and Restated Deed
nor any term hereof may be amended or supplemented or waived orally or in
writing, except that (a) any term of this Amended and Restated Deed may be
amended with (but only with) the written consent of the Guarantor and Senior
Noteholders holding a majority in Principal Amount of the then outstanding
Senior Notes held by all of the Senior Noteholders and (b) the observance of any
term of this Amended and Restated Deed may be waived (either generally or in a
particular instance and either retroactively or prospectively) with (but only
with) the written consent of the Senior Noteholders holding a majority in
Principal Amount of the then outstanding Senior Notes held by all of the Senior
Noteholders.
7.4 Governing Law. This Amended and Restated Deed shall be governed
by and construed in accordance with the internal laws of the State of Delaware
applicable to contracts made and wholly-performed within such state, without
regard to the conflicts of law principles of such state.
7.5 Jurisdiction. Except as otherwise set forth in this Amended and
Restated Deed, any suit, action or other proceeding ("Action") seeking to
enforce any provision of, or based on any matter arising out of or in connection
with, this Amended and Restated Deed shall be brought in the United States
District Court for the District of Delaware or any Delaware State court, so long
as one of such courts shall have subject matter jurisdiction over such Action,
and each of the parties irrevocably consents to the jurisdiction of such courts
(and of the appropriate appellate courts therefrom) in any such Action and
irrevocably waives, to the fullest extent permitted by law, any objection that
it may now or hereafter have to the laying of the venue of any such Action in
any such court or that any such Action that is brought in any such court has
been brought in an inconvenient forum. Process in any such Action may be served
on any party anywhere in the world, whether within or without the jurisdiction
of any such court. Without limiting the foregoing, each party agrees that
service of process on such party as provided in Section 7.2 shall be deemed
effective service of process on such party.
7.6 WAIVER OF JURY TRIAL. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO
TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT.
7.7 Acknowledgement of Terms of Senior Notes; Relationship to Senior
Notes. The Guarantor hereby acknowledges receipt from the Company of a correct
and complete copy of each Senior Note and consents to all of the provisions of
the Senior Notes as in effect on the date of this Amended and Restated Deed and
agrees that its consent is not required for any amendments, modifications,
restatements or waivers with respect to the Senior Notes or any of the
provisions thereof. If any of the terms of this Amended and Restated Deed are
inconsistent with those of the Senior Notes (including, without limitation,
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any amendments, restatements, supplements and waivers that the Guarantor has
been made aware of), those of the Senior Notes shall control.
7.8 Successors and Assigns. A Senior Noteholder may assign or
transfer this Amended and Restated Deed and any or all rights or obligations
under this Amended and Restated Deed without the consent of the Guarantor and
without prior notice if such Senior Noteholder has assigned or transferred its
Senior Note pursuant to Section 10(a) of the Senior Note. The Guarantor shall
not assign or transfer this Amended and Restated Deed or any rights or
obligations under this Amended and Restated Deed without the prior written
consent of the Senior Noteholder. The rights and privileges of each Senior
Noteholder under this Amended and Restated Deed shall inure to the benefit of
its successors and assigns. All promises, covenants and agreements of the
Guarantor contained in this Amended and Restated Deed shall be binding upon its
successors and assigns.
7.9 Counterparts; Third Party Beneficiaries. This Amended and
Restated Deed may be signed in any number of counterparts, each of which shall
be an original, with the same effect as if such signatures were upon the same
instrument. A facsimile or photocopied signature (which may be delivered by
facsimile) shall be deemed to be the functional equivalent of an original for
all purposes. This Amended and Restated Deed shall become effective when each
party shall have received a counterpart of this Amended and Restated Deed signed
by each other party. No provision of this Amended and Restated Deed is intended
to confer, and no such provision shall confer upon any Person other than the
parties any rights or remedies.
7.10 Captions. The captions are included in this Amended and
Restated Deed for convenience of reference only and shall be ignored in the
construction or interpretation of this Amended and Restated Deed. All references
to Sections contained in this Amended and Restated Deed shall be to Sections of
this Amended and Restated Deed unless otherwise stated.
7.11 Severability. If this Amended and Restated Deed, or any of its
provisions, or the performance of any provision, is found to be illegal or
unenforceable, the parties shall be excused from the performance of such
portions of this Amended and Restated Deed as shall be found to be illegal or
unenforceable without affecting the validity of the remaining provisions of this
Amended and Restated Deed; provided, however, that the remaining provisions of
this Amended and Restated Deed shall in their totality constitute a commercially
reasonable agreement.
7.12 Entire Agreement. This Amended and Restated Deed constitutes
the entire agreement among the parties with respect to the subject matter of
this Amended and Restated Deed and supersedes all prior agreements and
understandings, both oral and written, among the parties with respect to the
subject matter of this Amended and Restated Deed.
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7.13 Trustees. All actions under or pursuant to this Amended and
Restated Deed by the Trustees are in their respective capacities as trustees
under the Trusts and not as individuals.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties have caused this Amended and Restated Deed
to be duly executed as a deed by their respective authorized officers or
trustees as of the day and year first above written.
UNITED NATIONAL GROUP, LTD.
By:
-------------------------------------
Name:
Title:
RUSSELL C. BALL, III, ANDREW L. BALL,
PNC BANK, N.A., TRUSTEES U/W OF RUSSELL
C. BALL, SR., AS APPOINTED BY RUSSELL C.
BALL, JR. F/B/O RUSSELL C. BALL, III
By:
-------------------------------------
Name: Russell C. Ball, III
Title: Trustee
RUSSELL C. BALL, III, ANDREW L. BALL,
PNC BANK, N.A., TRUSTEES U/W OF RUSSELL
C. BALL, SR., AS APPOINTED BY RUSSELL C.
BALL, JR. F/B/O ANDREW L. BALL
By:
-------------------------------------
Name: Russell C. Ball, III
Title: Trustee
[SIGNATURE PAGE TO DEED OF GUARANTY]
RUSSELL C. BALL, III, ANDREW L. BALL,
PNC BANK, N.A., TRUSTEES U/A/T OF ETHEL
M. BALL; DATED 2/9/67, AS APPOINTED BY
RUSSELL C. BALL, JR. F/B/O RUSSELL C.
BALL, III
By:
-------------------------------------
Name: Russell C. Ball, III
Title: Trustee
RUSSELL C. BALL, III, ANDREW L. BALL,
PNC BANK, N.A., TRUSTEES U/A/T OF ETHEL
M. BALL; DATED 2/9/67, AS APPOINTED BY
RUSSELL C. BALL, JR. F/B/O ANDREW L.
BALL
By:
-------------------------------------
Name: Russell C. Ball, III
Title: Trustee
RUSSELL C. BALL, III, ANDREW L. BALL,
PNC BANK, N.A., TRUSTEES U/A/T OF
RUSSELL C. BALL, JR.; DATED 11/9/67
By:
-------------------------------------
Name: Russell C. Ball, III
Title: Trustee
RUSSELL C. BALL, III, ANDREW L. BALL,
PNC BANK, N.A., TRUSTEES U/A/T OF
RUSSELL C. BALL, JR.; DATED 6/9/69
By:
-------------------------------------
Name: Russell C. Ball, III
Title: Trustee
[SIGNATURE PAGE TO DEED OF GUARANTY]
RUSSELL C. BALL, III, ANDREW L. BALL,
PNC BANK, N.A., TRUSTEES U/A/T OF
RUSSELL C. BALL, JR.; DATED 1/29/70
By:
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Name: Russell C. Ball, III
Title: Trustee
RUSSELL C. BALL, III, ANDREW L. BALL,
PNC BANK, N.A., TRUSTEES U/A/T OF
RUSSELL C. BALL, JR.; DATED 1/24/73
By:
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Name: Russell C. Ball, III
Title: Trustee
RUSSELL C. BALL, III, ANDREW L. BALL,
PNC BANK, N.A., TRUSTEES U/A/T OF
RUSSELL C. BALL, JR.; DATED 12/22/76
F/B/O RUSSELL C. BALL, III
By:
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Name: Russell C. Ball, III
Title: Trustee
RUSSELL C. BALL, III, ANDREW L. BALL,
PNC BANK, N.A., TRUSTEES U/A/T OF
RUSSELL C. BALL, JR.; DATED 12/22/76
F/B/O ANDREW L. BALL
By:
-------------------------------------
Name: Russell C. Ball, III
Title: Trustee
[SIGNATURE PAGE TO DEED OF GUARANTY]