Exhibit 10.8
CLOSING ESCROW AGREEMENT
This CLOSING ESCROW AGREEMENT (this "Agreement") is entered into and
effective as of this 15th day of December, 2004, by and among KANSAS CITY
SOUTHERN, a Delaware corporation ("KCS"), Kara Sub, Inc., a Delaware
corporation, KCS Investment I, Ltd., a Delaware corporation, KCS Acquisition
Subsidiary, Inc., a Delaware corporation, Caymex Transportation, Inc., a
Delaware corporation, Grupo TMM, S.A., a SOCIEDAD ANONIMA organized under the
laws of the United Mexican States ("UMS") ("TMM"), TMM Holdings, S.A. de C.V., a
SOCIEDAD ANONIMA DE CAPITAL VARIABLE organized under the laws of the UMS and a
subsidiary of TMM ("TMMH") and TMM Multimodal, S.A. de C.V., a SOCIEDAD ANONIMA
DE CAPITAL VARIABLE organized under the laws of the UMS and a subsidiary of TMMH
("MM") (collectively, the "Parties") and The Bank of Nova Scotia Trust Company
of New York (the "Escrow Agent").
WHEREAS, the Parties are parties to the Amended and Restated Acquisition
Agreement among the Parties and Grupo Transportacion Ferroviara Mexicana, S.A.
de C.V. ("GTFM"), dated as of the date hereof (the "Acquisition Agreement");
WHEREAS, pursuant to the Acquisition Agreement, certain funds, securities,
documents and other property are to be deposited in escrow pending the closing
of the transactions described in the Acquisition Agreement; and
WHEREAS, the Parties desire to appoint the Escrow Agent to hold such funds,
securities, documents and other property on the terms and subject to the
conditions set forth in this Agreement and the Escrow Agent is willing to serve
in such capacity;
NOW, THEREFORE, in consideration of the premises and agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the Parties, it is hereby agreed
by and among the Parties and the Escrow Agent as follows:
1. APPOINTMENT AND DEPOSIT INTO ESCROW.
(a) The Parties hereby appoint the Escrow Agent to serve as escrow
agent hereunder. In accordance with and subject to the terms and provisions
hereof, the Escrow Agent accepts such appointment and agrees to hold and
distribute the cash, securities, documents and other property listed in
sub-sections 1(b) and (c) below (collectively, the "Escrow Fund"), in
accordance with the terms hereof.
(b) Simultaneously with the execution hereof, the Parties, as required
by the Acquisition Agreement, have deposited (or in the case of (ii) below,
shall deposit) with the Escrow Agent, to be held by the Escrow Agent in a
non-interest bearing escrow account and released only pursuant to the terms
and conditions of this Agreement, the following:
(i) US $100,000,000, by wire transfer to Account No. ;
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(ii) US $100,000,000, within five (5) days after the date of this
Agreement, by wire transfer to Account No. ;
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(iii) a subordinated promissory note of KCS Acquisition
Subsidiary, Inc. ("KCS Sub") in the principal amount of MXP
$2,440,228,860 payable to MM (the "KCS Sub Note"), a copy of which is
attached as Exhibit F hereto;
(iv) a stock certificate representing 100 shares of the common
stock of KCS Sub (the "KCS Sub Shares") issued in the name of MM;
(v) two originally executed copies of the Subscription Agreement
by and between KCS Sub and MM for the purchase by MM of the KCS Sub
Shares, dated as of the date hereof (the "Subscription Agreement"), a
copy of which is attached as Exhibit G hereto;
(vi) the form of a certificate of merger (the "Certificate of
Merger"), regarding the merger of KCS Sub with and into KCS under the
Delaware G.C.L., a copy of which is attached as Exhibit H hereto;
(vii) a stock certificate representing 18,000,000 shares of the
common stock of KCS (the "KCS Shares") registered in the name of MM,
which KCS Shares, although registered in the name of MM shall not be
deemed issued or delivered by KCS, notwithstanding any other provision
of this Agreement, until the issuance thereof has been approved by the
stockholders of KCS, and the KCS Shares have been listed for trading
on the New York Stock Exchange, in accordance with the requirements of
that exchange, and such KCS Shares shall not be deemed issued or
outstanding until so delivered;
(viii) the Releases relating to the Acquisition Agreement Claims,
of the persons listed on Exhibit A hereto, the form of which is
attached as Exhibit I hereto;
(ix) the Releases relating to the Management Claims, of the
persons listed on Exhibit B, the form of which is attached as Exhibit
J hereto;
(x) the Releases relating to the Authority Litigation, of the
persons listed on Exhibit C hereto, the form of which is attached as
Exhibit K hereto;
(xi) the Release of Jose Joaquin de Teresa y Polignac, the form
of which is attached as Exhibit P hereto;
(xii) the Release Resolutions, the form of which is attached as
Exhibit D hereto;
(xiii) the documents to effect dismissals of the Acquisition
Agreement Claims, the Management Claims, and the Authority Litigation
Claims, listed on Exhibit E hereto, the forms of which are attached as
Exhibit L hereto (the "Dismissal Documents");
(xiv) Stock Certificate No. 1 representing 25,500 shares of
Series "A" Fixed Capital Stock of GTFM (the "GTFM Fixed Shares")
issued in the name of MM, with executed stock powers attached;
(xv) Stock Certificate No. 1 representing 3,842,901 shares of
Series "A" Variable Capital Stock of GTFM (the "GTFM Variable Shares")
issued in the name of MM, and together with the GTFM Fixed Shares, the
"GTFM Shares"), with executed stock powers attached;
(xvi) a subordinated promissory note of GTFM in the principal
amount of MXP $2,440,228,860 payable to MM, duly endorsed for transfer
(the "GTFM Note"), a copy of which is attached as Exhibit M hereto;
(xvii) resolutions adopted by the Board of Directors of GTFM
effecting the Capital Reduction, a copy of which is attached as
Exhibit N hereto; and
(xviii) revoked Powers of Attorney and new Powers of Attorney
listed on Exhibit O hereto (the "Powers of Attorney").
The Escrow Agent, upon receipt of written advice from both KCS and TMM
(evidenced in each case by a writing signed by their respective Presidents
("Advice") that the Closing has occurred under the Acquisition Agreement
(specifying the "Closing Date") and prior to release of the Escrow Fund in
accordance with Section 3 below, shall date all undated documents deposited in
the Escrow Fund as of the Closing Date.
The Escrow Fund shall be held for the exclusive benefit of the Parties,
their successors and assigns and no other person or entity shall have any right,
title or interest therein, except as provided in Section 5(b).
2. (a) All funds deposited in escrow hereunder shall be invested by the
Escrow Agent in accordance with the instructions set forth in Appendix A
hereto. All interest, gains, income and other distributions (collectively,
"Interest") received on or with respect to the funds and any other assets,
held pursuant to this Agreement (except for the GTFM Shares) shall be
received for the benefit and distributed upon the written instructions, of
KCS.
(b) The Escrow Agent shall have no liability for any loss on
investments made pursuant to this Agreement, including any loss on any
investment required to be liquidated prior to maturity in order to make a
payment required hereunder. Investments by the Escrow Agent pursuant to
this Agreement shall be subject to availability. In no event shall the
Escrow Agent be required to provide investment advice of any kind. Absent
its receipt of any written investment instructions from KCS, the Escrow
Agent shall have no obligation or duty to invest any funds held by it under
this Agreement. All Interest shall be held by the Escrow Agent. The parties
agree that, for tax reporting purposes, all Interest shall be reported as
allocated to KCS.
(c) KCS agrees to provide the Escrow Agent, upon execution and
delivery of this Agreement, with a Form W-9 or Form W8-BEN, as the case may
be.
(d) The Escrow Agent is hereby authorized, in making or disposing of
any investment permitted by this Agreement, to deal with itself (in its
individual capacity) or with any one or more of its affiliates.
3. Promptly following receipt by the Escrow Agent of Advice from both KCS
and TMM that the Closing has occurred under the Acquisition Agreement
(specifying the Closing Date) or upon receipt of a final order, decree or
judgment of a court, or an arbitration tribunal, of competent jurisdiction that
distribution is otherwise ordered (and in the case of an arbitration tribunal,
accompanied by a certificate signed by the President or a Vice-President (each,
an "Appropriate Officer") of KCS and TMM stating that such arbitration was
undertaken in accordance with Section 12.11 of the Acquisition Agreement), and
accompanied by an opinion of counsel that such decree, order or judgment is
final, the Escrow Agent shall take the actions specified in this Section 3;
provided that such actions are not contrary to the terms of any such order,
decree or judgment:
(a) Deliver to MM the sum of $200,000,000, less the amount of the
Documented Expenses (defined below) by wire transfer to an account that
will be designated by MM to the Escrow Agent not less than 2 Business Days
(defined below)prior to such transfer. As used herein, the term "Business
Day" shall mean a day of the year on
which national banks in New York, New York, are not required or permitted
to be closed;
(b) Deliver to KCS all Interest received on or with respect to the
funds and any other assets held pursuant to this Agreement
(c) Deliver to MM the KCS Sub Note;
(d) Deliver to MM the certificate representing the KCS Sub Shares;
(e) Deliver to each of KCS and TMM an executed copy of the
Subscription Agreement;
(f) Deliver to counsel designated by KCS the Certificate of Merger for
execution and filing with the Secretary of State of Delaware, at such
address as shall be provided to the Escrow Agent;
(g) Deliver to MM the certificate representing the KCS Shares;
(h) Deliver to KCS all of the certificates representing the GTFM
Shares, with the executed stock powers attached;
(i) Deliver to KCS Sub the GTFM Note;
(j) Deliver to the parties identified in written instructions
delivered from each of KCS and TMM to the Escrow Agent not less than 2
Business Days prior to the Closing the Releases, Dismissal Documents,
Powers of Attorney, and Release Resolutions referenced above; and
(k) Deliver to each of (i) JP Morgan Securities, (ii) Elek,
Moreno-Valle y Asociados, S.A. de C.V., (iii) Martinez, Algaba, Estrella,
de Haro y Galvan-Duque S.C., and (iv) Milbank, Tweed, Hadley & McCloy LLP,
the amounts specified in their respective invoices for fees and expenses
with respect to the Acquisition and related matters that have been received
by the Escrow Agent not later than the second Business Day immediately
prior to the Closing Date (the "Documented Expenses"), in each case by wire
transfer to the accounts specified by such firms to the Escrow Agent not
later than the second Business Day prior to the Closing Date.
4. Promptly following receipt of Advice or a final order, decree or
judgment of a court or an arbitration tribunal of competent jurisdiction (and in
the case of an arbitration tribunal, accompanied by a certificate signed by the
President or a Vice-President (each,
an "Appropriate Officer") of KCS and TMM stating that such arbitration was
undertaken in accordance with Section 12.11 of the Acquisition Agreement), and
accompanied by an opinion of counsel that such order, decree or judgment is
final, that the Acquisition Agreement has been terminated or that this Agreement
is to be terminated, or, if no such Advice or order in accordance with Section 3
shall have been received the Escrow Agent by December 31, 2005, the Escrow Agent
shall:
(a) Deliver to KCS all funds then held pursuant to this Agreement,
together with any Interest received on or with respect to the funds and
with respect to any other assets held pursuant to this Agreement;
(b) Deliver to KCS the KCS Sub Note;
(c) Deliver to KCS all certificates representing the KCS Shares then
held pursuant to this Agreement;
(d) Deliver to KCS all certificates representing the KCS Sub Shares
then held pursuant to this Agreement;
(e) Destroy the executed copies held by it of the Subscription
Agreement;
(f) Deliver to KCS the Certificate of Merger;
(g) Deliver to MM all certificates representing the GTFM Shares then
held pursuant to this Agreement;
(h) Deliver to MM the GTFM Note;
(i) Deliver to KCS the Releases, Dismissal Documents, and Release
Resolutions executed or prepared by it or its affiliates;
(j) Deliver to MM the Releases, Dismissal Documents, Release
Resolutions, and Powers of Attorney executed or prepared by it or its
affiliates; and
(k) Destroy the GTFM resolutions referenced in sub-section 1(b)(xvi)
above.
5. a) The Escrow Agent may act or refrain from acting in reliance upon
any instructions, notice, certification, demand, consent, authorization,
receipt, power of attorney or other writing delivered to it by any other
party and believed by the Escrow Agent to be genuine without being required
to determine the authenticity or validity thereof or the correctness of any
facts stated therein. The Escrow Agent may act or refrain from acting in
reliance upon any
signature believed by it to be genuine, and may assume that any such person
has been properly authorized to do so.
(b) KCS and TMM, jointly and severally, agree to reimburse the Escrow
Agent on demand for, and to indemnify and hold the Escrow Agent harmless
against and with respect to, any and all loss, liability, damage or expense
(including, without limitation, reasonable attorneys' fees, costs and
disbursements) that the Escrow Agent may suffer or incur in connection with
this Escrow Agreement in its performance hereunder or in connection
herewith, except to the extent such loss, liability, damage or expense
arises in the Escrow Agent's willful misconduct or gross negligence as
adjudicated by a court of competent jurisdiction. The Escrow Agent shall
have the right to apply the assets held by it in escrow hereunder, and any
proceeds thereof, to the payment of any amounts owing to it by TMM or KCS
hereunder upon one (1) Business Days' notice to TMM and KCS.
(c) As between themselves, KCS and TMM agree that In the event that
the Escrow Agent exercises its right to apply funds from the Escrow Fund to
the payment of any amounts owing to it hereunder ("Escrow Agent
Receivable") as a result of the failure of one of KCS or TMM to make
payment in full of 50% of the Escrow Agent Receivable in accordance with
Section 11 hereof, such non-paying Party shall promptly transfer to the
account of the other Party in accordance with such other Party's
instructions in immediately available funds an amount equal to the
difference between 50% of the Escrow Agent Receivable and the amount, if
any, actually paid by the non-paying Party to the Escrow Agent in respect
of the Escrow Agent Receivable. In the event that the Escrow Agent
exercises its right to apply funds from the Escrow Fund to the payment of
the Escrow Agent Receivable as a result of the failure of both of KCS and
TMM to make payment in full of 50% of the Escrow Agent Receivable in
accordance with Section 11 hereof, each such non-paying Party shall
promptly transfer to the account of the other Party in accordance with such
other Party's instructions in immediately available funds an amount equal
to the difference between 50% of the Escrow Agent Receivable and the
amount, if any, actually paid by the non-paying Party to the Escrow Agent
in respect of the Escrow Agent Receivable.
6. (a) The Escrow Agent may consult legal counsel of its selection in the
event of any dispute or question as to the meaning or construction of any
of the provisions of this Agreement or its duties hereunder, including,
without limitation, the validity of any order of any court or arbitration
tribunal, and it shall incur no liability and shall be fully protected in
acting or refraining from acting in accordance with the opinion and
instructions of such counsel.
(b) Each of the Parties acknowledges and agrees that the Escrow Agent
(i) shall not be deemed to have knowledge of the terms of, or be
responsible for, any of the agreements referred to or described herein
(including, without limitation, the Acquisition
Agreement, but excluding this Agreement) or for determining compliance
therewith and shall not otherwise be bound thereby and (ii) shall be
obligated only for the performance of such duties as are specifically set
forth in this Agreement on its part to be performed and no implied duties
or obligations of any kind shall be read into this Agreement against the
Escrow Agent.
7. In the event of any disagreement between any of the Parties to this
Agreement, any adverse claims or demands being made in connection with the
subject matter of the escrow, or in the event that the Escrow Agent, in good
faith, is in doubt as to what action it should take hereunder, the Escrow Agent
may, at its sole option, refuse to comply with any claims and demands on it and
retain in its possession without liability to anyone all or any of the property
held by it hereunder, or refuse to take any other action hereunder, so long as
such disagreement continues or such doubt exists. The Escrow Agent shall not
become liable in any way or to any person for its failure or refusal to act in
such event, and the Escrow Agent shall be entitled to continue to refrain from
acting until (i) the rights of all parties shall have been fully and finally
adjudicated by a court of competent jurisdiction or arbitration tribunal of
competent jurisdiction (and in the case of an arbitration tribunal, accompanied
by a certificate signed by an Appropriate Officer of KCS and TMM stating that
such arbitration was undertaken in accordance with Section 12.11 of the
Acquisition Agreement), accompanied by an opinion of counsel that such order,
decree or judgment is final, or (ii) all differences shall have been resolved by
agreement among all the interested persons, and Escrow Agent shall have been
notified thereof in writing signed by all such persons. Escrow Agent shall have
the option, after thirty (30) calendar days notice to the Parties, of its
intention to do so, to file an action in interpleader requiring the Parties to
answer and litigate any claims and rights among themselves. The rights of the
Escrow Agent under this paragraph are cumulative of all other rights which it
may have by law or otherwise.
8. Notice to the Parties shall be given as provided below. Whenever under
the terms hereof the time for giving a notice or performing an act falls upon a
Saturday, a Sunday or a banking holiday in New York, such time shall be extended
to the next day on which the Escrow Agent is open for business.
9. The Escrow Agent may, in its sole discretion, resign and terminate its
position hereunder at any time following thirty (30) calendar days written
notice to the other Parties to the Escrow Agreement. Prior to the effective date
of resignation specified in such notice, the Parties will jointly appoint a
successor escrow agent. On the effective date of such appointment, the Escrow
Agent shall deliver this Escrow Agreement together with any and all related
instruments or documents and all of the funds, securities, documents and other
assets held in escrow hereunder to any successor escrow agent selected in
writing by Parties to this Agreement. If a successor escrow agent has not been
appointed prior to the expiration of thirty (30) calendar days following the
date of notice of such resignation, then (i) the Escrow Agent's sole
responsibility after that time shall be
to safekeep the property held in escrow by it hereunder until receipt by it of
designation of a successor escrow agent and (ii) the Escrow Agent may petition
any court of competent jurisdiction for the appointment of a successor escrow
agent, or other appropriate relief. Any such resulting appointment shall be
binding upon all the Parties to this Agreement.
10. The Parties to this Agreement may by mutual written agreement with a
copy of such agreement forwarded to the Escrow Agent at any time substitute a
new escrow agent by giving ten (10) days notice thereof to the Escrow Agent and
paying all fees and expenses due to the Escrow Agent. Any such substitution
shall terminate all obligations and duties of the Escrow Agent hereunder. On the
effective date of such substitution, the Escrow Agent shall deliver this
Agreement together with any and all related instruments or documents and all of
the funds, securities, documents and other assets held in escrow hereunder to a
successor escrow agent that the Parties have selected in writing.
11. The Escrow Agent shall receive the fees provided in Appendix B hereto.
Except as set forth in Section 5(b) above, the Escrow Agent shall not be
permitted to utilize the Escrow Fund to cover any of its fees or expenses. As
between themselves, KCS and TMM agree that all fees and expenses of the Escrow
Agent shall be paid equally (50% by KCS and 50% by TMM).
12. Any modification of this Agreement or any additional obligations
assumed by any party hereto shall be binding only if evidenced by a writing
signed by each of the parties hereto. Upon distribution in full of the Escrow
Fund, this Agreement shall be thereupon terminated and of no further force or
effect; provided that the provisions of Section 5(b) and 11 (for the period
prior to such termination, resignation or substitution) shall survive the
termination of this Agreement and the resignation or substitution of the Escrow
Agent.
13. This Agreement shall be governed by the laws of the state of New York
in all respects. The Parties hereto irrevocably and unconditionally submit to
the jurisdiction of a federal or state court located in New York, New York in
connection with any proceedings commenced regarding this Agreement including but
not limited to a interpleader proceeding or a proceeding for the employment of a
successor escrow agent. The Parties irrevocably submit to the jurisdiction of
such courts for the determination of all issues in such proceedings, without
regard to any principles of conflicts of laws, and irrevocably waive any
objection to venue or inconvenient forum.
14. This Agreement may be executed in one or more counterparts, each of
which counterpart shall be deemed to be an original and all of which
counterparts, taken together, shall constitute one and the same Agreement.
15. Unless otherwise provided herein, all notices and other communications
hereunder shall be in writing and shall be deemed given if (a) delivered in
person, (b) transmitted by facsimile (with written confirmation), (c) mailed by
certified or registered mail (return receipt requested) (in which case such
notice shall be deemed given on the third day after such mailing) or (d)
delivered by an express courier (with written confirmation) to the Parties at
the following addresses (or at such other address for a party as shall be
specified by like notice):
If to Grupo TMM:
Grupo TMM, S.A.
Avenida de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F.
Attention: Corporate Secretary
CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
With a copy (which shall not constitute notice) to:
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, New York 10005
Attention: Thomas C. Janson, Esq.
If to KCS:
By U.S. Mail:
Kansas City Southern
P.O. Box 219335
Kansas City, MO 64121-9335
Attention: Senior Vice President and General Counsel
By Delivery Service:
Kansas City Southern
427 West 12th Street
Kansas City, MO 64105
Attention: Senior Vice President and General Counsel
With a copy (which shall not constitute notice) to:
Sonnenschein Nath & Rosenthal LLP
4520 Main Street, Suite 1100
Kansas City, MO 64111
Attention: John F. Marvin, Esq.
If to the Escrow Agent:
The Bank of Nova Scotia Trust Company of New York
One Liberty Plaza
New York, NY 10006
Attention John Neylan
With a copy to (which shall not constitute notice) to:
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
Attention: Helen Doo
Any Party hereto may from time to time change its address for notices under this
Section 15 giving at least ten (10) days' notice of such changed address to the
other Parties hereto.
WITNESS WHEREOF, the Parties and the Escrow Agent have executed this
Agreement as of the date first above written.
KANSAS CITY SOUTHERN
By: /s/ Robert B. Terry
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Name: Robert B. Terry
Title: Senior Vice President & General Counsel
KARA SUB, INC.
By: /s/ Ronald G. Russ
------------------------------------------
Name: Ronald G. Russ
Title: Vice President
KCS INVESTMENT I, LTD.
By: /s/ Ronald G. Russ
------------------------------------------
Name: Ronald G. Russ
Title: Vice President
KCS ACQUISITION SUBSIDIARY, INC.
By: /s/ Ronald G. Russ
------------------------------------------
Name: Ronald G. Russ
Title: Vice President
CAYMEX TRANSPORTATION, INC.
By: /s/ Jay M. Nadlman
------------------------------------------
Name: Jay M. Nadlman
Title: Vice President & Secretary
GRUPO TMM, S.A.
By: /s/ Jose F. Serrano Segovia
------------------------------------------
Name: Jose Francisco Serrano Segovia
Title: Attorney in Fact
By: /s/ Javier Segovia Serrano
------------------------------------------
Name: Javier Segovia Serrano
Title: Attorney in Fact
TMM HOLDINGS, S.A. de C.V.
By: /s/ Jose F. Serrano Segovia
------------------------------------------
Name: Jose Francisco Serrano Segovia
Title: Attorney in Fact
By: /s/ Javier Segovia Serrano
------------------------------------------
Name: Javier Segovia Serrano
Title: Attorney in Fact
TMM MULTIMODAL, S.A. de C.V.
By: /s/ Jose F. Serrano Segovia
------------------------------------------
Name: Jose Francisco Serrano Segovia
Title: Attorney in Fact
By: /s/ Javier Segovia Serrano
------------------------------------------
Name: Javier Segovia Serrano
Title: Attorney in Fact
The Bank of Nova Scotia Trust Company of New York
By: /s/ Andrew Bicker
------------------------------------------
Name: Andrew Bicker
Title: Associate Director
APPENDIX A
[INSTRUCTIONS TO ESCROW AGENT]
APPENDIX B
[FEES]
EXHIBIT A
[RELEASED PERSONS (ACQUISITION AGREEMENT CLAIMS)]
EXHIBIT B
[RELEASED PERSONS (MANAGEMENT CLAIMS)]
EXHIBIT C
[RELEASED PERSONS (AUTHORITY AGREEMENT CLAIMS)]
EXHIBIT D
[RELEASE RESOLUTIONS]
EXHIBIT E
[CLAIMS TO BE DISMISSED]
EXHIBIT F
[FORM OF KCS SUB NOTE]
EXHIBIT G
[FORM OF SUBSCRIPTION AGREEMENT]
EXHIBIT H
[FORM OF CERTIFICATE OF MERGER]
EXHIBIT I
[FORM OF ACQUISITION AGREEMENT CLAIMS RELEASE]
EXHIBIT J
[FORM OF MANAGEMENT CLAIMS RELEASE]
EXHIBIT K
[FORM OF AUTHORITY LITIGATION CLAIMS RELEASE]
EXHIBIT L
[FORM OF DISMISSAL DOCUMENTS]
EXHIBIT M
[FORM OF GTFM SUB NOTE]
EXHIBIT N
[FORM OF GTFM RESOLUTIONS]
EXHIBIT O
[POWERS OF ATTORNEY]
EXHIBIT P
[FORM OF DE TERESA RELEASE]