exv10w23






Exhibit 10.23




OMNIBUS AMENDMENT AGREEMENT




     THIS OMNIBUS AMENDMENT AGREEMENT, LIMITED CONSENT AND WAIVER (this “Amendment”) is
made and entered into as of November 5, 2010, and shall be effective as of November 5, 2010 (the
“Effective Date”) by and between SWISHER INTERNATIONAL, INC., a Nevada corporation
(“Swisher”), HB SERVICE, LLC, a Delaware limited liability company (“HB Service”),
and WELLS FARGO BANK, NATIONAL ASSOCIATION (as successor by merger to Wachovia Bank, National
Association) (the “Bank”) and the other Persons party hereto.



BACKGROUND STATEMENT




     A. Swisher and the Bank are parties to a Credit Agreement, dated as of November 14, 2005, as
amended by that certain First Amendment to Credit Agreement dated as of April 26, 2006, by that
certain Second Amendment and Waiver to Credit Agreement dated as of September 8, 2006, by that
certain Third Amendment and Waiver to Credit Agreement dated as of March 21, 2008, by that certain
Fourth Amendment and Waiver to Credit Agreement dated as of June 25, 2008, by that certain Fifth
Amendment and Waiver to Credit Agreement dated as of June 30, 2009, by that certain Sixth Amendment
to Credit Agreement, dated as of November 18, 2009, by that certain Omnibus Amendment Agreement,
Limited Consent and Waiver, dated as of August 13, 2010, and by that certain Omnibus Amendment
Agreement, Limited Consent and Waiver, dated as of October 28, 2010 (the “Swisher Credit
Agreement”), pursuant to which the Bank has made available to Swisher a revolving credit
facility in the aggregate principal amount of $10,000,000. As of the date hereof, the current
outstanding principal amount of the loans outstanding under the Swisher Credit Agreement is
$10,000,000, and pursuant to the terms of the Swisher Credit Agreement, the current Applicable
Margin (as defined in the Swisher Credit Agreement) is 2.85%. The obligations of Swisher under the
Swisher Credit Agreement have been guaranteed by (i) the Subsidiary Guarantors (as defined in the
Swisher Credit Agreement) pursuant to the Guaranty (as defined in the Swisher Credit Agreement),
(ii) HB Service and its subsidiaries pursuant to the HB Service Guaranty (as defined in the Swisher
Credit Agreement) and (iii) H. Wayne Huizenga (“Huizenga”) pursuant to the guaranty
agreement made by Huizenga in favor of the Bank, dated as of June 25, 2008 (as amended from time to
time, the “Huizenga Swisher Guaranty”), subject to the terms and conditions therein. The
obligations of Swisher under the Swisher Credit Agreement have been secured by a lien on the assets
of Swisher and the Subsidiary Guarantors and HB Service and it subsidiaries pursuant to the terms
of the Security Agreement and the HB Service Security Agreement (each as defined in the Swisher
Credit Agreement), respectively.



     B. HB Service and the Bank are parties to a Credit Agreement, dated as of June 25, 2008, as
amended by that certain First Amendment and Waiver to Credit Agreement dated as of June 30, 2009,
by that certain Second Amendment to Credit Agreement dated as of November 18, 2009, by that certain
Omnibus Amendment Agreement, Limited Consent and Waiver, dated as of August 13, 2010, and by that
certain Omnibus Amendment Agreement, Limited Consent and Waiver, dated as of October 28, 2010 (the
“HB Service Credit Agreement”), pursuant to which the Bank has made available to HB Service
a revolving credit facility in the aggregate principal amount of $15,000,000. As of the date
hereof, the current outstanding principal amount of the loans outstanding under the HB Service
Credit Agreement is $15,000,000, and
pursuant to the terms of the HB Service Credit Agreement, the current Applicable Margin (as
defined in the HB Service Credit Agreement) as of the date hereof is 1.50%. The obligations of HB
Service under the HB Service Credit Agreement have been guaranteed by Huizenga pursuant to the
guaranty agreement made by Huizenga in favor of the Bank, dated as of June 25, 2008 (as amended
from time to time, the “Huizenga HB Service Guaranty”).



 









 





     C. Swisher and HB Service have requested certain amendments to the Swisher Credit Agreement
and the HB Service Credit Agreement, and the Bank has agreed to make such amendments on the terms
and subject to the conditions set forth herein.



STATEMENT OF AGREEMENT




     NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:



ARTICLE I

AMENDMENTS TO SWISHER CREDIT AGREEMENT




     1.1 Amendment to Article VI of the Swisher Credit Agreement (Financial Covenants).
Article VI of the Swisher Credit Agreement is hereby deleted in its entirety and replaced with the
following:



ARTICLE VI




FINANCIAL COVENANTS





6.1 Unencumbered Liquidity. The Borrower shall maintain, at
all times, unencumbered cash and Cash Equivalents in excess of
$15,000,000.



     1.2 Amendments to Section 7.2 (Defined Terms) of the Swisher Credit Agreement.
Section 7.2 of the Swisher Credit Agreement is hereby amended by deleting clause (v) thereof and
replacing it with the following:




(v) Indebtedness of the Borrower and its Subsidiaries consisting of
seller notes on franchise and other acquisitions within the same
line of business of the Borrower and its Subsidiaries, and
including, without duplication, any standby letter of credit
obligations of the Borrower and its Subsidiaries in respect of
letters of credit issued on behalf of the Borrower and its
Subsidiaries to provide support for such seller notes,
provided that all such Indebtedness existing at any time
shall not exceed $25,000,000; and provided further
that Borrower shall deliver to the Bank a Schedule 7.2(v) with the
financial statements required to be
delivered by Sections 5.1(a) and 5.1(b) hereof, identifying all such
Indebtedness existing as of such date;



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     1.3 Amendments to Section 7.3 (Liens) of the Swisher Credit Agreement. Section 7.3 of
the Swisher Credit Agreement is hereby amended by (a) deleting the “and” at the end of clause
(viii) thereof, (b) re-numbering clause (ix) thereof as the new clause (x) and (c) inserting a new
clause (ix) as follows:




(ix) Liens in favor of the Bank securing obligations of the Borrower
and its Subsidiaries under any letter of credit issued by the Bank
outside of this Agreement; and



     1.4 Amendments to Section 7.5 (Restricted Investments) of the Swisher Credit
Agreement. Section 7.5 of the Swisher Credit Agreement is hereby amended by deleting clause
(xi) thereof and replacing it with the foregoing:




(xi) Investments consisting of the acquisition of capital stock or
substantially all the assets of Franchisees, or other Persons in the
same line of business as the Borrower and its Subsidiaries, in the
United States, Canada or Australia, provided that (i) with
respect to such acquisitions of all Persons that are not
Franchisees, the aggregate consideration paid with respect to all
such acquisitions from November 5, 2010 through the Revolving Credit
Termination Date (including the amount of cash paid, the value of
all Capital Stock of the Borrower or its Affiliates issued, the
amount of all Indebtedness incurred, assumed or acquired, the
maximum amount of contingent purchase price obligations and all
other amounts paid, or the fair market value of all property paid,
in connection with such acquisition) shall not exceed $25,000,000,
(ii) no Default or Event of Default has occurred and is continuing
as of the date of such acquisition, both immediately before and
after giving effect thereto (and the incurrence of any Indebtedness
in connection therewith), and (iii) in the case of an acquisition of
capital stock, the Borrower, or HB Service, as the case may be,
complies with Section 5.10;



ARTICLE II




AMENDMENTS TO HB SERVICE CREDIT AGREEMENT




     2.1 Amendment to Article VI of the HB Service Credit Agreement (Financial Covenants).
Article VI of the HB Service Credit Agreement is hereby deleted in its entirety and replaced with
the following:



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ARTICLE VI




FINANCIAL COVENANTS





6.1 Unencumbered Liquidity. Swisher shall maintain, at all
times, unencumbered cash and Cash Equivalents in excess of
$15,000,000.



     2.2 Amendments to Section 7.2 (Defined Terms) of the HB Service Credit Agreement.
Section 7.2 of the HB Service Credit Agreement is hereby amended by deleting clause (iv) thereof
and replacing it with the following:




(iv) Indebtedness consisting of seller notes on franchise and other
acquisitions within the same line of business of Swisher and its
Subsidiaries, and including, without duplication, any standby letter
of credit obligations in respect of letters of credit issued on
behalf of Swisher and its Subsidiaries to provide support for such
seller notes, provided that all such Indebtedness of Swisher
and its Subsidiaries existing at any time shall not exceed
$25,000,000; and provided further that Borrower
shall deliver to the Bank a Schedule 7.2(v) with the financial
statements required to be delivered by Sections 5.1(a) and 5.1(b)
hereof, identifying all such Indebtedness existing as of such date;



     2.3 Amendments to Section 7.3 (Liens) of the HB Service Credit Agreement. Section
7.3 of the HB Service Credit Agreement is hereby amended by (a) deleting the period at the end of
clause (viii) thereof and replacing it with “; and”, and (b) inserting a new clause (ix) as
follows:




(ix) Liens in favor of the Bank securing obligations of the Borrower
and its Subsidiaries under any letter of credit issued by the Bank.



     2.4 Amendments to Section 7.5 (Restricted Investments) of the HB Service Credit
Agreement. Section 7.5 of the HB Service Credit Agreement is hereby amended by (a) deleting
the “and” at the end of clause (vi) thereof, (b) re-numbering clause (vii) thereof as the new
clause (viii) and (c) inserting a new clause (vi) as follows:




(xi) Investments consisting of the acquisition of capital stock or
substantially all the assets of franchisees of Swisher or the
Borrower, or other Persons in the same line of business as Swisher
and its Subsidiaries, in the United States, Canada or Australia,
provided that (i) with respect to such acquisitions of all
Persons that are not franchisees of the Borrower or Swisher, the
aggregate consideration paid with respect to all such acquisitions
from November 5, 2010 through the Revolving Credit Termination Date
(including the amount of cash paid, the value of all Capital Stock
of the Borrower or its Affiliates issued, the amount of all
Indebtedness incurred, assumed or acquired, the maximum amount of
contingent purchase price obligations and all other amounts paid, or
the fair market value of all property paid, in connection
with such acquisition) shall not exceed $25,000,000, and (ii) no
Default or Event of Default has occurred and is continuing as of the
date of such acquisition, both immediately before and after giving
effect thereto (and the incurrence of any Indebtedness in connection
therewith); and



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ARTICLE III




REPRESENTATIONS AND WARRANTIES




     Each of Swisher and HB Service hereby represents and warrants that:



     3.1 Representations in Credit Agreement. The representations and warranties of
Swisher set forth in the Swisher Credit Agreement and of HB Service set forth in the HB Service
Credit Agreement are true and correct in all material respects as of the date hereof, except to the
extent such representations and warranties relate solely to or are specifically expressed as of a
particular date or period.



     3.2 Compliance with Credit Agreement. After giving effect to this Amendment, each of
HB Service and Swisher is in compliance with all covenants, terms and provisions set forth in the
HB Service Credit Agreement and the Swisher Credit Agreement, respectively, to be observed or
performed by it.



     3.3 Due Authorization. This Amendment has been duly authorized, validly executed and
delivered by one or more authorized officers of Swisher, HB Service and each of their respective
subsidiaries and each of this Amendment, the HB Service Credit Agreement and the Swisher Credit
Agreement, constitutes the legal, valid and binding obligation of HB Service and Swisher, to the
extent each is a party thereto, enforceable against it in accordance with its terms and each of the
other Credit Documents (as defined in each of the HB Service Credit Agreement and the Swisher
Credit Agreement) constitutes the legal, valid and binding obligation of Swisher, HB Service, and
each of their respective Subsidiaries, to the extent party thereto, enforceable against each such
party in accordance with its terms.



     3.4 No Event of Default. No Default or Event of Default under the HB Service Credit
Agreement or the Swisher Credit Agreement has occurred or is continuing (after giving effect to
this Amendment).



     3.5 Continuing Security Interests. All obligations of Swisher, the Subsidiary
Guarantors and HB Service and its Subsidiaries under the Swisher Credit Agreement and the other
Credit Documents (as defined in the Swisher Credit Agreement) continue to be or will be secured by
the Bank’s security interests in all of the collateral granted under the Swisher Credit Agreement
and the Security Documents (as defined in the Swisher Credit Agreement), and nothing herein will
affect the validity, enforceability, perfection or priority of such security interests.



     3.6 No Defenses. Neither Swisher nor HB Service has any right of setoff,
counterclaim, or defense to payment of its respective liabilities or obligations under the Swisher
Credit Agreement or HB Service Credit Agreement, respectively. The Bank hereby expressly
reserves all rights and remedies it may have against Swisher, HB Service and all other Persons (as
defined in both the Swisher Credit Agreement and the HB Service Credit Agreement) who may be or may
hereafter become secondarily liable for the repayment of the obligations thereunder.



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ARTICLE IV




CONDITIONS TO EFFECTIVENESS




     This Amendment shall become effective as of the Effective Date upon the satisfaction of each
of the following conditions precedent:



     (a) The Bank shall have received a duly executed counterpart of this Amendment from each of
Swisher, the Subsidiary Guarantors (as defined in the Swisher Credit Agreement), HB Service and
each of its subsidiaries and Huizenga (collectively, the “Amendment Parties”);



     (b) Swisher and HB Service shall have paid all reasonable out-of-pocket costs and expenses of
the Bank in connection with the preparation, negotiation, execution and delivery of this Amendment
(including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the
Bank with respect thereto); and



     (c) The Bank shall have received such other documents, certificates, opinions, instruments and
other evidence as the Bank may reasonably request, all in a form and substance satisfactory to the
Bank and its counsel.



ARTICLE V




ACKNOWLEDGEMENTS; REPRESENTATIONS




     5.1 Amendment Parties. Each of the Amendment Parties hereby approves and consents to
the transactions contemplated by this Amendment and the Proposed Transaction, confirms and agrees
that, after giving effect to this Amendment, each of the Swisher Credit Agreement, the HB Service
Credit Agreement and the other Credit Documents (as defined in each of the Swisher Credit Agreement
and the HB Service Credit Agreement) to which it is a party, remains in full force and effect and
enforceable against it in accordance with its terms and shall not be discharged, diminished,
limited or otherwise affected in any respect, and represents and warrants to the Bank that it has
no knowledge of any claims, counterclaims, offsets, or defenses to or with respect to its
obligations under the Credit Documents (as defined in each of the Swisher Credit Agreement and the
HB Service Credit Agreement), or if it has any such claims, counterclaims, offsets, or defenses to
such Credit Documents or any transaction related to such Credit Documents, the same are hereby
waived, relinquished, and released in consideration of the execution of this Amendment.
Furthermore, each of Amendment Parties acknowledges and agrees that its obligations under the
Credit Documents (as defined in each of the Swisher Credit Agreement and the HB Service Credit
Agreement) shall not be discharged, limited or otherwise affected by reason of the Bank’s actions
with respect to any other Amendment Party, or with respect to, or in adding or releasing, any other
guarantor of the obligations of Swisher



6









 







under the Swisher Credit Agreement or HB Service under the HB Service Credit Agreement, in
each case without the necessity of giving notice to or obtaining the consent of the Guarantor.
Without limiting the generality of the foregoing, Huizenga hereby specifically reaffirms all of his
obligations and covenants under each of the Swisher Huizenga Guaranty and the HB Service Huizenga
Guaranty and agrees that none of such obligations and covenants shall be affected by the execution
and delivery of this Amendment and the consummation of the Proposed Transaction. The
acknowledgements and confirmations by each of the Amendment Parties herein is made and delivered to
induce the Bank to enter into this Amendment and continue to extend credit to Swisher, HB Service
and the other Amendment Parties, and each of the Amendment Parties acknowledges that the Bank would
not enter into this Amendment and continue to extend such credit in the absence of the
acknowledgement and confirmation contained herein.



     5.2 Swisher Guarantors. Each of the Subsidiary Guarantors, HB Service and each of its
Subsidiaries and H. Wayne Huizenga (collectively, the “Swisher Guarantors”) further
represents that it has knowledge of Swisher’s, HB Service’s and the other Amendment Parties’
financial condition and affairs and that it has adequate means to obtain from Swisher, HB Service
and the other Amendment Parties on an ongoing basis information relating thereto and to Swisher’s,
HB Service’s and the other Amendment Parties’ ability to pay and perform their respective
obligations under the Credit Documents (as defined in each of the Swisher Credit Agreement and the
HB Service Credit Agreement), and agrees to assume the responsibility for keeping, and to keep, so
informed for so long as the guaranty of each such Swisher Guarantor remains in effect. Each
Swisher Guarantor agrees that the Bank shall have no obligation to investigate the financial
condition or affairs of Swisher, HB Service or any of the Amendment Parties for the benefit of any
Swisher Guarantor nor to advise any Swisher Guarantor of any fact respecting, or any change in, the
financial condition or affairs of Swisher, HB Service or any of the Amendment Parties that might
become known to the Bank at any time, whether or not the Bank knows or believes or has reason to
know or believe that any such fact or change is unknown to any Swisher Guarantor, or might (or
does) materially increase the risk of any Swisher Guarantor as guarantor, or might (or would)
affect the willingness of any Swisher Guarantor to continue as a guarantor of the obligations of
Swisher or HB Service, as the case may be, under the Credit Documents (as defined in each of the
Swisher Credit Agreement and the HB Service Credit Agreement). These representations and
agreements by each of the Swisher Guarantors are made and delivered to induce the Bank to enter
into this Amendment and continue to extend credit to Swisher, HB Service and the other Amendment
Parties under the Credit Documents (as defined in each of the Swisher Credit Agreement and the HB
Service Credit Agreement), and each of the Swisher Guarantors acknowledges that the Bank would not
enter into this Amendment and continue to extend such credit in the absence of the representations
and agreements contained herein.



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ARTICLE VI




GENERAL




     6.1 Full Force and Effect. This Amendment is limited as specified and, except as
specifically set forth herein, shall not constitute a modification, acceptance or waiver of any
other provision of any of the Credit Documents (as defined in each of the Swisher Credit
Agreement and the HB Service Credit Agreement). Each of the Swisher Credit Agreement and the HB
Service Credit Agreement, as amended by the amendments set forth herein, shall continue to be in
full force and effect in accordance with the provisions thereof after giving effect to such
amendments. Any reference to the Swisher Credit Agreement in any of the Security Documents or
other Credit Documents (each as defined in the Swisher Credit Agreement) shall mean the Swisher
Credit Agreement as amended by the Amendment and as may be further amended, modified, restated, or
supplemented from time to time. Any reference to the HB Service Credit Agreement in any of the
Credit Documents (as defined in the HB Service Credit Agreement) shall mean the HB Service Credit
Agreement as amended by the Amendment and as may be further amended, modified, restated, or
supplemented from time to time. This Amendment shall be a Credit Document under (and as defined
in) each of the Swisher Credit Agreement and the HB Service Credit Agreement.



     6.2 Applicable Law. This Amendment shall be governed by and construed in accordance
with the internal laws and judicial decisions of the State of North Carolina.



     6.3 Counterparts; Execution. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of which when taken together
shall constitute but one instrument. The exchange of copies of this Amendment and of signature
pages by facsimile transmission shall constitute effective execution and delivery of this Amendment
and such copies may be used in lieu of the original Amendment for all purposes. Delivery of an
executed counterpart of a signature page of this Agreement by facsimile transmission shall be
effective as delivery of a manually executed counterpart of this Amendment.



     6.4 Expenses. Each of Swisher and HB Service, jointly and severally, agrees to pay on
demand all reasonable out-of-pocket expenses incurred by the Bank in connection with the
preparation, execution and delivery of this Amendment, including, without limitation, all
reasonable attorneys’ fees.



     6.5 Further Assurances. Each of the Amendment Parties shall execute and deliver to
the Bank such documents, certificates, and opinions as the Bank may reasonably request to effect
the amendments contemplated by this Amendment and, with respect to the Swisher Credit Agreement, to
continue the existence, perfection and first priority of the Bank’s security interests in the
collateral securing the obligations under the Credit Documents (as defined in the Swisher Credit
Agreement).



     6.6 Headings. The headings of this Amendment are for the purposes of reference only
and shall not affect the construction of this Amendment.



[The remainder of this page is left blank intentionally.]




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     IN WITNESS WHEREOF, the parties hereto have caused this Omnibus Amendment Agreement, Limited
Consent and Waiver to be executed and delivered by their duly authorized officers all as of the
date first above written.



	 	 	 	 	 
	 	SWISHER INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Hugh H. Cooper
 	 
	 	 	Name:  	Hugh H. Cooper 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	HB SERVICE, LLC

 	 
	 	By:  	/s/ Hugh H. Cooper
 	 
	 	 	Name:  	Hugh H. Cooper 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



[Signature Pages Continued on the Following Page]




 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Cavan J. Harris
 	 
	 	 	Cavan J. Harris 	 
	 	 	Senior Vice President 	 
	 



[Signature Pages Continued on the Following Page]




 









 








	 	 	 	 	 
	 	GUARANTORS:





SWISHER HYGIENE FRANCHISE CORP.

SWISHER PEST CONTROL CORP.

SWISHER MAIDS, INC.

 	 
	 	By:  	/s/ Hugh H. Cooper
 	 
	 	 	Name:  	Hugh H. Cooper 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	SHFC BUFFALO, LLC

SHFC MINNEAPOLIS, LLC

SHFC OKLAHOMA, LLC

SHFC OPERATIONS, LLC

SHFC ARIZONA, LLC

SHFC TEXAS, LLC

 	 
	 	By:  	/s/ Hugh H. Cooper
 	 
	 	 	Name:  	Hugh H. Cooper 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



[Signature Pages Continued on the Following Page]




 









 








	 	 	 	 	 
	 	SERVICE BALTIMORE, LLC

SERVICE BEVERLY HILLS, LLC

SERVICE BIRMINGHAM, LLC

SERVICE CALIFORNIA, LLC

SERVICE CAROLINA, LLC

SERVICE CENTRAL FL, LLC

SERVICE CHARLOTTE LLC

SERVICE CHATTANOOGA, LLC

SERVICE CINCINNATI, LLC

SERVICE COLUMBIA, LLC

SERVICE COLUMBUS, LLC

SERVICE DC, LLC

SERVICE DENVER, LLC

SERVICE FCS, LLC

SERVICE FLORIDA, LLC

SERVICE FRESNO, LLC

SERVICE GAINESVILLE, LLC

SERVICE GOLD COAST, LLC

SERVICE GREENSBORO, LLC

SERVICE GREENVILLE, LLC

SERVICE GULF COAST, LLC

SERVICE HOUSTON, LLC

SERVICE INDIANAPOLIS, LLC

SERVICE LAS VEGAS, LLC

SERVICE LOUISVILLE, LLC

SERVICE MEMPHIS, LLC

SERVICE MIDATLANTIC, LLC

SERVICE MIDWEST, LLC

SERVICE NASHVILLE, LLC

SERVICE NEW ORLEANS, LLC

SERVICE NEW YORK, LLC

 	 
	 	By:  	/s/ Hugh H. Cooper
 	 
	 	 	Name:  	Hugh H. Cooper 	 
	 	 	Title:  	Chief Financial Officer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SERVICE NORTH, LLC

SERVICE NORTH-CENTRAL, LLC

SERVICE OKLAHOMA CITY, LLC

SERVICE PHILADELPHIA, LLC

SERVICE PHOENIX, LLC

SERVICE RALEIGH, LLC

SERVICE SALT LAKE CITY, LLC

SERVICE SEATTLE, LLC

SERVICE SOUTH, LLC

SERVICE ST. LOUIS, LLC

SERVICE TALLAHASSEE, LLC

SERVICE TAMPA, LLC

SERVICE TRI-CITIES, LLC

SERVICE VIRGINIA, LLC

SERVICE WEST COAST, LLC

 	 
	 	By:  	/s/ Hugh H. Cooper
 	 
	 	 	Name:  	Hugh H. Cooper 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



[Signature Pages Continued on the Following Page]




 









 








	 	 	 	 	 
	 	 	 
	 	                                          /s/ H. Wayne Huizenga
 	 
	 	H. WAYNE HUIZENGA