8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 28, 2005

BROWN JORDAN INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)

Florida

(State or Other Jurisdiction of Incorporation)

0-25246	63-1127982
(Commission File Number)	(IRS Employer Identification No.)

1801 North Andrews Avenue, Pompano Beach, Florida	33069
(Address of Principal Executive Offices)	(Zip Code)

(954) 960-1100

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01. Other Events.

     The Company has entered into agreements with the holders of its Senior Subordinated Notes and the holders of its Senior Secured Second Lien Notes, the last of which was delivered to the Company on March 28, 2005, such that the Company may discontinue its voluntary filings with the Securities and Exchange Commission under the Securities Exchange Act.

EXHIBIT NO.		DOCUMENT
	4.1	Third Amendment, dated as of February 23, 2005 to Brown Jordan International, Inc. Indenture dated as of August 24, 1999, between Brown Jordan International, Inc. and American Stock Transfer & Trust Company, as trustee.
	4.2	First Amendment, dated as of February 11, 2005, to Purchase and Security Agreement among Brown Jordan International, Inc., WLFI Holdings, Inc., the Guarantors, the Noteholders, and The Bank of New York, as Collateral Agent.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BROWN JORDAN INTERNATIONAL, INC.
Date: March 28, 2005	By:	/s/ Vincent Tortorici
		Vincent Tortorici
		Chief Accounting Officer

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EXHIBIT INDEX

EXHIBIT NO.		DOCUMENT
	4.1	Third Amendment, dated as of February 23, 2005 to Brown Jordan International, Inc. Indenture dated as of August 24, 1999, between Brown Jordan International, Inc. and American Stock Transfer & Trust Company, as trustee.
	4.2	First Amendment, dated as of February 11, 2005, to Purchase and Security Agreement among Brown Jordan International, Inc., WLFI Holdings, Inc., the Guarantors, the Noteholders and The Bank of New York, as Collateral Agent.

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EX-4.1

Exhibit 4.1

THIRD AMENDMENT TO
BROWN JORDAN INTERNATIONAL, INC.
INDENTURE DATED AS OF AUGUST 24, 1999

     THIS THIRD AMENDMENT TO INDENTURE, dated as of February 23, 2005 (the “Third Amendment”), is between Brown Jordan International, Inc., a Florida corporation f/k/a Winsloew Escrow Corp. (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as trustee (the “Trustee”).

W I T N E S S E T H:

     WHEREAS, the Company and the Trustee entered into that certain Indenture dated as of August 24, 1999 (the “Original Indenture”) related to the issuance of the Company’s 12³/4% Senior Subordinated Notes due 2007 (the “Notes”), which Indenture was supplemented by that certain Supplemental Indenture dated as of August 27, 1999 among the Company, the Guarantors parties thereto and the Trustee (the “First Supplemental Indenture”), as further supplemented by that certain Supplemental Indenture dated as of May 8, 2001 among the Company, the Guarantors parties thereto and the Trustee (the “Second Supplemental Indenture”), as further amended by that certain Amendment to Indenture dated as of March 17, 2003 between the Company and the Trustee (the “First Amendment”), as further amended by that certain Second Amendment to Indenture dated as of March 16, 2004 between the Company and the Trustee (the “Second Amendment”). The Original Indenture, as supplemented and amended by the First Supplemental Indenture, the Second Supplemental Indenture, the First Amendment and the Second Amendment shall be referred to herein as the “Indenture”;

     WHEREAS, the Company has requested that the Trustee execute and deliver this Third Amendment;

     WHEREAS, Section 9.02 of the Indenture provides that, subject to certain restrictions, with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class, the Company (when authorized by a resolution of its Board of Directors) and the Trustee may enter into an amendment or supplement to the Indenture;

     WHEREAS, the Holders of not less than a majority in principal amount of the Notes outstanding, as determined in accordance with Section 2.09 of the Indenture, have duly consented to the proposed modifications set forth in this Third Amendment in accordance with Section 9.02 of the Indenture;

     WHEREAS, in accordance with Section 9.02 of the Indenture, the Company has heretofore delivered or is delivering contemporaneously herewith to the Trustee (i) a copy of resolutions of the Board of Directors of the Company, certified by the Secretary or an Assistant Secretary of the Company, authorizing the execution, delivery and performance of this Third Amendment, (ii) evidence of the written consent of the Holders authorizing the amendments contained herein, and (iii) an opinion of the Company’s counsel and an Officers’ Certificate regarding this Third Amendment;

     WHEREAS, all conditions necessary to authorize the execution and delivery of this Third Amendment and to make this Third Amendment valid and binding have been complied with or have been done or performed; and

     NOW, THEREFORE, in consideration of the foregoing, the parties hereto, intending to be legally bound hereby, agree as follows.

     1. Incorporation of Terms and Definitions. Unless otherwise defined herein, all terms used in this Third Amendment shall have the meanings ascribed to such terms in the Indenture; and all references hereafter made to the Indenture shall include the amendments and modifications effected pursuant to the terms of this Third Amendment.

     2. Amendments and Modifications to Indenture. The Indenture is hereby amended and modified as follows (all references to sections or subsections being the applicable sections or subsections of the Indenture), and all such amendments and modifications are deemed to be incorporated into the other documents executed in connection with the Indenture to the extent applicable:

          2.1 The definition of “Senior Credit Facility” contained in Section 1.01 of the Indenture is hereby amended and restated to read in its entirety as follows (new language underlined):

     “Senior Credit Facility” means that certain Loan and Security Agreement, dated as of March 31, 2004, as amended, by and among Brown Jordan International, Inc., the lenders party thereto, the agents and arrangers party thereto, and GMAC Commercial Finance LLC, as agent, and that certain Purchase and Security Agreement dated as of March 31, 2004 among Brown Jordan International, Inc., WLFI Holdings, Inc., the Guarantors named therein, the Purchasers named therein and The Bank of New York, as Collateral Agent, including in each case any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, in each case as amended, restated, modified, supplemented, extended, renewed, replaced, refinanced or restructured from time to time, whether represented by one or more agreements and whether one or more Restricted Subsidiaries are added or added or removed as borrowers or Guarantors thereunder or as parties thereto.”

          2.2 Section 4.03(a) of the Indenture is hereby amended and restated to read in its entirety as follows (new language underlined):

     “(a) So long as any Notes are outstanding, the Company will furnish to the Holders of Notes:

     (i) within 30 days after the end of each month (including the last month of a fiscal year), an unaudited balance sheet of the Company and its Subsidiaries on a consolidated basis and unaudited statements of income and stockholders’ equity and cash flow of the Company and its Subsidiaries on a consolidated basis reflecting results of operations from the beginning of the fiscal year to the end of such month and for such month, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to

normal and recurring quarterly and year-end adjustments that individually and in the aggregate are not material to the business of the Company and its Subsidiaries. Each such balance sheet, statement of income and stockholders’ equity and statement of cash flow (A) shall set forth a comparison of the figures for the current fiscal period and for the current year-to-date with figures for the same fiscal period and year-to-date period of the immediately preceding fiscal year, and (B) include a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries;

     (ii) promptly from time to time after the occurrence of an event required to be therein reported, such other reports containing substantially the same information required to be contained in a Current Report on Form 8-K under the Exchange Act; and

     (iii) as soon as available (but in any event within ninety (90) days after the end of the fiscal year), a report containing, in all material respects, all annual information that would be required to be contained in a filing with the SEC on Form 10-K pursuant to the SEC’s rules and regulations as in effect at the time of the publication of such report (“SEC Rules”) if the Company were required to file such form (including any information that would be required to be filed as exhibits to a Form 10-K, except that the report need not include any certifications required under the Sarbanes-Oxley Act of 2002, or any SEC Rules adopted pursuant thereto), including a report on the Company’s financial statements by the Company’s certified independent accountants and a “Management’s Discussion and Analyses of Financial Condition and Results of Operation” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries for and as of the end of that fiscal year.

provided, however, that (a) such financial statements may not be accompanied by and may not contain any certifications or disclosures concerning internal controls of the Company or any of its Subsidiaries, and (b) any auditor’s opinion which may accompany any financial statements may not include the attestations required under Section 404 of the Sarbanes-Oxley Act of 2002 or any SEC Rules adopted pursuant thereto.

     At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

     In addition, the Company will furnish to the Holders of Notes, prospective investors and securities analysts, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to the extent the Notes are not freely tradable under the Securities Act.

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     The Company shall maintain a non-public website to which Holders of Notes, prospective investors and securities analysts are given access and to which such information is posted. Included on such website with each posting shall be an Officers’ Certificate addressed to the Holders, in substantially the same form as the Officers’ Certificate required to be delivered to the Trustee pursuant to Section 4.04(a) hereof. The Company agrees to provide the website address (as well as any password) to any Holder of Notes, prospective investor or securities analyst who requests it.

     The Trustee shall have no obligation to monitor the non-public website or any electronic mail distributed by the Company. The Trustee shall have no responsibility for the contents of the website or electronic mail or the obligation to advise the Holders of Notes of the contents of the website, or to forward to the Holders of Notes any documents or information contained on the website.

     The Company agrees to deliver the reports and Officers’ Certificate required by this Section 4.03(a) by electronic transmission directly to any Holder that requests such delivery.”

          2.3 Section 4.03(b) of the Indenture is hereby amended and restated to read in its entirety as follows (new language underlined):

          “(b)(i) For fiscal quarters ending on or after March 31, 2005, if requested by the Holders of at least a majority in principal amount of the Notes then outstanding, the Company shall host quarterly conference calls with Holders no later than 10 days after furnishing the quarterly information described in Section 4.03(a); and

          (ii) Beginning in 2005, the Company will host one yearly meeting with Holders at a site to be selected by the Company in New York, Chicago, Los Angeles or Miami.”

          2.4 Clause 1 of Section 4.09(b) of the Indenture is hereby amended and restated to read in its entirety as follows (new language underlined):

               “(1) the incurrence by the Company and the Guarantors of Indebtedness at any time outstanding (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and the Guarantors thereunder) under the Senior Credit Facility in an aggregate amount not to exceed the greater of: (a) $205 million; or (b) the sum of (i) $125.0 million, plus (ii) 60% of inventory of the Company and its Restricted Subsidiaries, plus 85% of accounts receivable of the Company and its Restricted Subsidiaries, in each case determined in accordance with GAAP as of the most recent balance sheet, less the aggregate amount of all Net Proceeds of Asset Sales applied to permanently repay any of this Indebtedness pursuant to Section 4.10;”

     3. Miscellaneous.

          3.1 Terms to Remain in Effect. Except as amended hereby, all of the terms of the Indenture shall remain and continue in full force and effect and are hereby confirmed in all respects. From and after the date of this Third Amendment, all references to the Indenture

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(whether in the Indenture or in any other agreements, documents or instruments) shall be deemed to be references to the Indenture as amended and supplemented by this Third Amendment.

     3.2 Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS THIRD AMENDMENT, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     3.3 Execution in Counterparts. This Third Amendment may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall constitute but one and the same instrument.

     3.4 Trustee Entitled to Benefits. The Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein so provided.

     3.5 Trustee. The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Third Amendment.

     3.6 Effectiveness. This Third Amendment shall be effective as of the date set forth above, upon the execution hereof by each of the parties hereto.

     IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed all as of the date first written above.

BROWN JORDAN INTERNATIONAL, INC.
By:	/s/ Vincent A. Tororici, Jr.,
Name:	Vincent A. Tortorici, Jr.,
Title:	Chief Accounting Officer

AMERICAN STOCK TRANSFER & TRUST COMPANY, as Trustee
By:	/s/ Herbert J. Lemmer
Name:	Herbert J. Lemmer
Title:	Vice President

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EX-4.2

EXHIBIT 4.2

FIRST AMENDMENT TO
PURCHASE AND SECURITY AGREEMENT
DATED AS OF MARCH 31, 2004

     THIS FIRST AMENDMENT, dated as of February 11, 2005 (this “Amendment”), is among Brown Jordan International, Inc., a Florida corporation (the “Company”), WLFI Holdings, Inc., a Florida corporation (the “Parent”), each Person listed as a Guarantor on the signature pages hereto, the Noteholders, and The Bank of New York, a New York banking corporation (together with its successors in such capacity, the “Collateral Agent”).

W I T N E S S S E T H:

     WHEREAS, the parties hereto entered into that certain Purchase and Security Agreement, dated as of March 31, 2004 (the “Purchase Agreement”), related to the issuance by the Company of $135.0 million aggregate principal amount of the Company’s Senior Secured Notes due May 1, 2007;

     WHEREAS, the parties hereto desire that the Purchase Agreement be amended as provided in this Amendment;

     WHEREAS, Section 18.04 of the Purchase Agreement provides that, subject to certain restrictions, with the written consent of the Issuers and the Required Holders, the Purchase Agreement may be amended;

     WHEREAS, the Issuers and the Required Holders have duly consented to the amendment to the Purchase Agreement set forth in this Amendment in accordance with Section 18.04 of the Purchase Agreement; and

     WHEREAS, all conditions necessary to authorize the execution and delivery of this Amendment and to make this Amendment valid and binding have been complied with or have been done or performed.

     NOW, THEREFORE, in consideration of the foregoing, the parties hereto, intending to be legally bound hereby, agree as follows:

     1. Incorporation of Terms and Definitions. Unless otherwise defined herein, all terms under this Amendment shall have the meanings ascribed to such terms in the Purchase Agreement; and all references hereafter made to the Purchase Agreement shall include the amendments and modifications effected pursuant to the terms of this Amendment.

     2. Amendments and Modifications to Purchase Agreement. The Purchase Agreement is hereby amended and modified as follows (all references to sections or subsections being the applicable sections or subsections of the Purchase Agreement), and all such amendments and modifications are deemed to be incorporated into the other documents executed in connection with the Purchase Agreement to the extent applicable.

          2.1 Section 6.02(a) of the Purchase Agreement is hereby amended and restated to read in its entirety as follows (new language underlined):

     “(a) The Company will furnish to the Collateral Agent:

     (i) within 30 days after the end of each month (including the last month of a fiscal year), an unaudited balance sheet of the Company and its Subsidiaries on a consolidated basis and unaudited statements of income and stockholders’ equity and cash flow of the Company and its Subsidiaries on a consolidated basis reflecting results of operations from the beginning of the fiscal year to the end of such month and for such month, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring quarterly and year-end adjustments that individually and in the aggregate are not material to the business of the Company and its Subsidiaries. Each such balance sheet, statement of income and stockholders’ equity and statement of cash flow (A) shall set forth a comparison of the figures for the current fiscal period and for the current year-to-date with figures for the same fiscal period and year-to-date period of the immediately preceding fiscal year, and (B) for each month that is the last month of a fiscal quarter, shall include a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries;

     (ii) promptly from time to time after the occurrence of an event required to be therein reported, such other reports containing substantially the same information required to be contained in a Current Report on Form 8-K under the Exchange Act; provided, however, that no such report shall be required to be furnished if the Company determines in its good faith judgment that such event is not material to the Noteholders or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries; and

     (iii) as soon as available (but in any event within ninety (90) days after the end of the fiscal year), financial statements of the Company on a consolidated basis including, but not limited to, statements of income and stockholders’ equity and cash flows from the beginning of the current fiscal year to the end of such fiscal year and the balance sheet as of the end of such fiscal year, all prepared in accordance with GAAP applied on a basis consistent with prior practices, in reasonable detail and including an accountant’s audit report thereon by an independent certified public accounting firm selected by the Company.

provided, however, that (a) such financial statements may not be accompanied by and may not contain any certifications or disclosures concerning internal controls of the Company or any of its Subsidiaries, and (b) any auditor’s opinion which may accompany any financial statements may not include the attestations required under Section 404 of the Sarbanes Oxley Act of 2002.

     At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and its Restricted Subsidiaries

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separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

     The Company shall either maintain a non-public website to which Noteholders, prospective investors and securities analysts are given access and to which such information is posted, or distribute via electronic mail such information to Noteholders, prospective investors and securities analysts who request to receive such distributions.

          2.2 Section 6.02(b) of the Purchase Agreement is hereby deleted.

          2.3 Section 6.02(c) of the Purchase Agreement is hereby renumbered as Section 6.02(b).

3. Miscellaneous.

          3.1 Except as otherwise amended hereby, all of the terms of the Purchase Agreement shall remain and continue in full force and effect and are hereby confirmed in all respects. From and after the date of this Amendment, all references to the Purchase Agreement (whether in the Purchase Agreement or in any other agreements, documents or instruments) shall be deemed to be references to the Purchase Agreement as amended by this Amendment.

          3.2 This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all of the parties hereto.

          3.3 The headings herein are provided for convenience only and shall not in any way affect the meanings or construction of any provision of this Amendment.

          3.4 Section 18.08 of the Purchase Agreement is hereby incorporated herein by reference as if fully set forth herein, provided that references to “this Agreement” shall be deemed to refer to this Amendment.

          3.5 This Amendment shall be effective as of the date first set forth above.

     IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date first set forth above.

BROWN JORDAN INTERNATIONAL, INC.
By:	/s/ Vincent A. Tortorici, Jr.
	Vincent A. Tortorici, Jr.,
	Chief Accounting Officer

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PARENT:   WLFI HOLDINGS, INC.
By:	/s/ Vincent A. Tortorici, Jr.
	Name: Vincent A. Tortorici, Jr.,
	Title: Chief Accounting Officer

GUARANTORS:   BJ MEXICO IV, INC.
By:	/s/ Vincent A. Tortorici, Jr.
	Name: Vincent A. Tortorici, Jr.,
	Title: Chief Accounting Officer

BJ MEXICO V, INC.
By:	/s/ Vincent A. Tortorici, Jr.
	Name: Vincent A. Tortorici, Jr.,
	Title: Chief Accounting Officer

BJCLW HOLDINGS, INC.
By:	/s/ Vincent A. Tortorici, Jr.
	Name: Vincent A. Tortorici, Jr.,
	Title: Chief Accounting Officer

BJI EMPLOYEES SERVICES, INC.
By:	/s/ Vincent A. Tortorici, Jr.
	Name: Vincent A. Tortorici, Jr.,
	Title: Chief Accounting Officer

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BJIP, INC.
By:	/s/ Vincent A. Tortorici, Jr.
	Name: Vincent A. Tortorici, Jr.,
	Title: Chief Accounting Officer

BROWN JORDAN COMPANY
By:	/s/ Vincent A. Tortorici, Jr.
	Name: Vincent A. Tortorici, Jr.,
	Title: Chief Accounting Officer

CASUAL LIVING WORLDWIDE, INC.
By:	/s/ Vincent A. Tortorici, Jr.
	Name: Vincent A. Tortorici, Jr.,
	Title: Chief Accounting Officer

CHARTER FURNITURE CORPORATION
By:	/s/ Vincent A. Tortorici, Jr.
	Name: Vincent A. Tortorici, Jr.,
	Title: Chief Accounting Officer

LODGING BY LIBERTY, INC.
By:	/s/ Vincent A. Tortorici, Jr.
	Name: Vincent A. Tortorici, Jr.,
	Title: Chief Accounting Officer

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LOEWENSTEIN, INC.
By:	/s/ Vincent A. Tortorici, Jr.
	Name: Vincent A. Tortorici, Jr.,
	Title: Chief Accounting Officer

POMPEII FURNITURE CO., INC.
By:	/s/ Vincent A. Tortorici, Jr.
	Name: Vincent A. Tortorici, Jr.,
	Title: Chief Accounting Officer

SOUTHERN WOOD PRODUCTS, INC.
By:	/s/ Vincent A. Tortorici, Jr.
	Name: Vincent A. Tortorici, Jr.,
	Title: Chief Accounting Officer

TEXACRAFT, INC.
By:	/s/ Vincent A. Tortorici, Jr.
	Name: Vincent A. Tortorici, Jr.,
	Title: Chief Accounting Officer

TROPIC CRAFT, INC.
By:	/s/ Vincent A. Tortorici, Jr.
	Name: Vincent A. Tortorici, Jr.,
	Title: Chief Accounting Officer

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WABASH VALLEY MANUFACTURING, INC.
By:	/s/ Vincent A. Tortorici, Jr.
	Name: Vincent A. Tortorici, Jr.,
	Title: Chief Accounting Officer

WINSTON FURNITURE COMPANY OF ALABAMA, INC.
By:	/s/ Vincent A. Tortorici, Jr.
	Name: Vincent A. Tortorici, Jr.,
	Title: Chief Accounting Officer

WINSTON PROPERTIES, INC.
By:	/s/ Vincent A. Tortorici, Jr.
	Name: Vincent A. Tortorici, Jr.,
	Title: Chief Accounting Officer

THE WOODSMITHS COMPANY, INC.
By:	/s/ Vincent A. Tortorici, Jr.
	Name: Vincent A. Tortorici, Jr.,
	Title: Chief Accounting Officer

COLLATERAL AGENT:   THE BANK OF NEW YORK, not in its individual cacpaity but solely as Collateral Agent.
By:	/s/
	Name:
	Title:

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NOTEHOLDERS: ALPHA U.S. SUBFUND II LLC
By:	GOLDENTREE ASSET MANAGEMENT, LP.

Principal Amount: $400,000	By:	/s/ Thomas Shandell
		Name:	Thomas Shandell
		Title:

REYNOLDS AMERICA DEFINED BENEFIT MASTER TRUST
By:	GOLDENTREE ASSET MANAGEMENT, L.P.

Principal Amount: $600,000	By:	/s/ Thomas Shandell
		Name:	Thomas Shandell
		Title:

GOLDENTREE CREDIT OPPORTUNITIES FINANCING I, LTD.
By:	GOLDENTREE ASSET MANAGEMENT, L.P.

Principal Amount: $600,000	By:	/s/ Thomas Shandell
		Name:	Thomas Shandell
		Title:

EUGENIA II INVESTMENT HOLDINGS, LTD.
By:	GOLDENTREE ASSET MANAGEMENT, L.P.

Principal Amount: $400,000	By:	/s/ Thomas Shandell
		Name:	Thomas Shandell
		Title:

8

GOLDENTREE CAPITAL SOLUTIONS OFF-SHORE FUND
By:	GOLDENTREE ASSET MANAGEMENT, L.P.

Principal Amount: $7,000,000	By:	/s/ Thomas Shandell
		Name:	Thomas Shandell
		Title:

GOLDENTREE CAPITAL SOLUTIONS FUND
By:	GOLDENTREE ASSET MANAGEMENT, L.P.

Principal Amount: $3,000,000	By:	/s/ Thomas Shandell
		Name:	Thomas Shandell
		Title:

GOLDENTREE HIGH YIELD MASTER FUND LTD.
By:	GOLDENTREE ASSET MANAGEMENT, L.P.

Principal Amount: $19,195,000	By:	/s/ Thomas Shandell
		Name:	Thomas Shandell
		Title:

GOLDENTREE HIGH YIELD VALUE MASTER FUND, L.P.
By:	GOLDENTREE ASSET MANAGEMENT, L.P.

Principal Amount: $3,200,000	By:	/s/ Thomas Shandell
		Name:	Thomas Shandell
		Title:

9

GOLDENTREE HIGH YIELD MASTER FUND II, LTD.
By:	GOLDENTREE ASSET MANAGEMENT, L.P.

Principal Amount: $4,000,000	By:	/s/ Thomas Shandell
		Name:	Thomas Shandell
		Title:

STICHTING PENSIOENFONDS HOOGOVENS
By:	GOLDENTREE ASSET MANAGEMENT, L.P.

Principal Amount: $1,200,000	By:	/s/ Thomas Shandell
		Name:	Thomas Shandell
		Title:

HOUSTON MUNICIPAL EMPLOYEES PENSION SYSTEM
By:	GOLDENTREE ASSET MANAGEMENT, L.P.

Principal Amount: $400,000	By:	/s/ Thomas Shandell
		Name:	Thomas Shandell
		Title:

THE MUNICIPAL FIRE AND POLICE RETIREMENT SYSTEM OF IOWA
By:	GOLDENTREE ASSET MANAGEMENT, L.P.

Principal Amount: $400,000	By:	/s/ Thomas Shandell
		Name:	Thomas Shandell
		Title:

10

GOLDENTREE LOAN OPPORTUNITIES I, LIMITED
By:	GOLDENTREE ASSET MANAGEMENT, L.P.

Principal Amount: $7,000,000	By:	/s/ Thomas Shandell
		Name:	Thomas Shandell
		Title:

GOLDENTREE LOAN OPPORTUNITIES II, LIMITED
By:	GOLDENTREE ASSET MANAGEMENT, L.P.

Principal Amount: $4,000,000	By:	/s/ Thomas Shandell
		Name:	Thomas Shandell
		Title:

GOLDENTREE HIGH YIELD OPPORTUN-ITIES I, L.P.
By:	GOLDENTREE ASSET MANAGEMENT, L.P.

Principal Amount: $6,000,000	By:	/s/ Thomas Shandell
		Name:	Thomas Shandell
		Title:

GOLDENTREE HIGH YIELD OPPORTUNI-TIES II, L.P.
By:	GOLDENTREE ASSET MANAGEMENT, L.P.

Principal Amount: $6,000,000	By:	/s/ Thomas Shandell
		Name:	Thomas Shandell
		Title:

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RELIANCE STANDARD LIFE INSURANCE COMPANY
By:	GOLDENTREE ASSET MANAGEMENT, L.P.

Principal Amount: $500,000	By:	/s/ Thomas Shandell
		Name:	Thomas Shandell
		Title:

SAFETY NATIONAL CASUALTY CORPO-RATION
By:	GOLDENTREE ASSET MANAGEMENT, L.P.

Principal Amount: $300,000	By:	/s/ Thomas Shandell
		Name:	Thomas Shandell
		Title:

	GSC PARTNERS GEMINI FUND, LIMITED
Principal Amount: $7,000,000	By:	/s/ Harvey E. Siegel
		Name:	Harvey E. Siegel
		Title:	Authorized Signatory

	GSC PARTNERS CDO FUND III, LIMITED
Principal Amount: $3,000,000	By:	/s/ Harvey E. Siegel
		Name:	Harvey E. Siegel
		Title:	Authorized Signatory

12