ex10_3.htm


    Exhibit
10.3

     

    SECOND
AMENDMENT TO THE

    RESTRUCTURING
AND LOCK UP AGREEMENT

    


    


    WHEREAS, the Parties entered
into that certain Restructuring and Lock Up Agreement, dated as of September 3,
2009 and amended on September 14, 2009 (the “Agreement”) for the
purpose of mutually agreeing to the terms of a pre-packaged bankruptcy filing of
the Nortek Parties;

    


    WHEREAS, the Agreement
provides that (a) no later than October 20, 2009, the Nortek Parties shall file
voluntary petitions for relief under chapter 11 of the Bankruptcy Code, (b) the
Agreement may be terminated by a specified vote of the Consenting Debtholders on
October 20, 2009, unless the Nortek Parties have commenced chapter 11 cases and
(c) the Forbearance Period shall terminate on the earlier of (i) the
Commencement Date, (ii) the date of an occurrence of a Forbearance Default or
(iii) October 20, 2009;

    


    WHEREAS, in entering into the
Agreement, it was the intention of the Parties thereto that the Nortek Parties
would commence their chapter 11 cases no later than October 20,
2009;

    


    WHEREAS, the Agreement
provides that once effective, it may be amended in accordance with Section 8 of
the Agreement; and

     
 

    WHEREAS, the Nortek Parties
and the Consenting Debtholders constituting the Requisite Debtholder Consent
have agreed to enter into this amendment of the Agreement (this “Second
Amendment”) to amend the Agreement, effective as of October 19, 2009, to extend
the date by which the Nortek Parties shall be required to commence the chapter
11 cases.

    


    NOW, THEREFORE, in
consideration of the foregoing, the mutual agreements and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:

    


    1.           In
Section 2.01 of the Agreement, “October 20, 2009” shall be deleted, and “11:59
PM, prevailing Eastern time, on October 27, 2009” shall be inserted in lieu
thereof.

    


    2.           In
Section 3.03(a)(iii) of the Agreement, “October 20, 2009” shall be deleted, and
“11:59 PM, prevailing Eastern time, on October 27, 2009” shall be inserted in
lieu thereof.

    


    3.           In
Section 7.01(g) of the Agreement, “October 20, 2009” shall be deleted, and
“11:59 PM, prevailing Eastern time, on October 27, 2009” shall be inserted in
lieu thereof.

    


    4.           The
Parties also clarify and confirm their agreement that Section 11.6 of the
Prepackaged Plan is intended to provide that each Person who is entitled to
receive a distribution under the Prepackaged Plan shall release all “Released
Parties” (as defined in the Prepackaged Plan) in respect of any and all
applicable Claims, demands, causes of action and the like that such Person may
have (including, without limitation, any NTK 10-3/4% Notes Claims or NTK
Holdings Senior Secured Loan Claims (each as defined in the Prepackaged Plan)
such Person may hold), without regard to whether or not the Prepackaged Plan is
confirmed with respect to NTK Holdings and/or Nortek Holdings.

    


    5.           This
Second Amendment may be executed in one or more counterparts, each of which,
when so executed, shall constitute an original and all of which shall constitute
one instrument.  The counterparts may be delivered by facsimile
transmission or by electronic mail in portable document format
(.pdf).

    


    6.           This
Second Amendment shall be effective as of October 19, 2009, upon the execution
of the Nortek Parties and the Consenting Debtholders constituting the Requisite
Debtholder Consent, and shall only be amended in accordance with Section 8 of
the Agreement.

    


    7.           Except
as specifically amended or consented to herein, there are no other amendments,
modifications, or other alterations to the Agreement.

    


    8.           Capitalized
terms not defined herein shall have the meanings given to them in the Agreement,
and in the event of any inconsistency between the two, the Agreement shall
control.

    IN WITNESS WHEREOF, the Parties have executed
this Second Amendment on the day and year first above written.

     

    


    
      	 
    	
              NTK HOLDINGS,
      INC.

               

              By:  /s/Kevin W.
      Donnelly

              Name:  Kevin
      W. Donnelly

              Title:    Vice
      President, General Counsel

               

              NORTEK
      HOLDINGS, INC.

               

              By:  /s/Kevin W.
      Donnelly

              Name:  Kevin
      W. Donnelly

              Title:    Vice
      President, General Counsel

               

              NORTEK,
      INC.

               

              By:  /s/Kevin W.
      Donnelly

              Name:  Kevin
      W. Donnelly

              Title:    Vice
      President, General Counsel

            


    

    


     

    


     

    
      	 
    	
              AIGIS
      MECHTRONICS, INC.

              BROAN-MEXICO
      HOLDINGS, INC.

              BROAN-NUTONE
      LLC

              BROAN-NUTONE
      STORAGE SOLUTIONS LP

              CES GROUP,
      INC.

              CES
      INTERNATIONAL LTD.

              CLEANPAK
      INTERNATIONAL, INC.

              ELAN HOME
      SYSTEMS, L.L.C.

              GEFEN,
      INC.

              GOVERNAIR
      CORPORATION

              GTO,
      INC.

              HC
      INSTALLATIONS, INC.

              HUNTAIR,
      INC.

              INTERNATIONAL
      ELECTRONICS, INC.

              LINEAR H.K.
      LLC

              LINEAR
      LLC

              LITE TOUCH,
      INC.

              MAGENTA
      RESEARCH LTD.

              MAMMOTH-WEBCO,
      INC.

              NILES AUDIO
      CORPORATION

              NORDYNE
      INC.

              NORDYNE
      INTERNATIONAL, INC.

              NORTEK
      INTERNATIONAL, INC.

              NUTONE
      LLC

              OMNIMOUNT
      SYSTEMS, INC.

              OPERATOR
      SPECIALTY COMPANY, INC.

              PACIFIC
      ZEPHYR RANGE HOOD, INC.

              PANAMAX
      INC.

              RANGAIRE GP,
      INC.

              RANGAIRE LP,
      INC.

              SECURE
      WIRELESS, INC.

              SPEAKERCRAFT,
      INC.

              TEMTROL,
      INC.

              WDS
      LLC

              XANTECH
      CORPORATION

              ZEPHYR
      CORPORATION

               

            
	 
    	
              By:        /s/ Kevin W.
      Donnelly

              Name:  Kevin
      W. Donnelly

              Title:    
      Vice President and Secretary

               

              (of entity
      listed or as an officer of the managing member, sole member or general
      partner)

            


    

     
 

    


    
      	 
    	
              Capital
      Research and Management Company, for and on behalf of various funds it
      manages

               

              By:  /s/ Michael J.
      Downer

              Name:  Michael
      J. Downer

              Title:   Senior
      Vice President

               

              Address:   333
      South Hope Street, 55th
      Floor

                   Los Angeles,
      CA 90071

              Attn:            Kristine
      Nishiyama

              Tel:             (213)
      486-9652

              Fax:            (213)
      615-0430

               

              Aggregate
      principal amount of Notes beneficially owned or managed on behalf of
      accounts that hold or beneficially own such Notes:

               

              8-1/2% Notes:
      _________________

              10%
      Notes  ____________________

            


    

    


    


     

    


    
      	 
    	
              [CONSENTING
      DEBTHOLDER]

               

              By:  ACOF Operating Manager
      III, LLC, its manager

              Name:  Jeffrey
      Schwartz

              Title:    
      Vice President

               

              Address:

              Attn:

              Tel:

              Fax:

               

              Aggregate
      principal amount of Notes beneficially owned or managed on behalf of
      accounts that hold or beneficially own such Notes:

               

              8-1/2% Notes:
      _________________

              10%
      Notes:  ____________________

              10-3/4%
      Notes: ________________

            


    

    


    IN WITNESS WHEREOF, the Parties have executed
this Agreement on the day and year first written above.

    


    
      	 
    	
              GOLDMAN SACHS
      ASSET

              MANAGEMENT,
      L.P.,  on behalf of its

              Advised
      clients listed on the Schedule

              attached
      hereto

               

              By:  /s/ Roberta
      Goss

              Name:  Roberta
      Goss

              Title:    
      Managing Director

               

              Address:   32
      Old Slip

              24th
      Floor

              New York, NY 10005

              Attn:       Roberta
      Goss

              Tel:        212-902-1000

              E-mail:   Roberta.goss@gs.com

               

              with a copy
      to:

               

              Jon
      Yoder

              1 New York
      Plaza

              New York, NY
      10004

              Tel:        212-902-1000

              Fax:       212-256-5597

              E-mail    jon.yoder@gs.com

               

               

            


    

    


    Schedule to Goldman
Sachs Asset Management, L.P. signature page

    


    
      	
              Advised
      Client

            	
              Aggregate

              Principal
      Amount

              of 8-1/2%
      Notes

            	
              Aggregate

              Principal
      Amount

              of 102%
      Notes

            	
              Aggregate

              Principal
      Amount

              of 10-3/4%
      Notes

            
	
              Alaska
      Permanent Fund Corporation

            	 
    	 
    	 
    
	
              Universal-Investment-GmbH
      re/Bayvk R2

            	 
    	 
    	 
    
	
              California
      State Teachers' Retirement Systems

            	 
    	 
    	 
    
	
              Goldman Sachs
      Collective Trust High Yield Implementation Vehicle

            	 
    	 
    	 
    
	
              Daughters of
      Charity Fund P

            	 
    	 
    	 
    
	
              Investeringsforeningen
      Laegernes

              Pensioninvesterings

            	 
    	 
    	 
    
	
              Goldman Sachs
      High Yield Fund

            	 
    	 
    	 
    
	
              Goldman Sachs
      Global High Yield Portfolio II

            	 
    	 
    	 
    
	
              Lyondell
      Master Trust

            	 
    	 
    	 
    
	
              Helaba Invest
      Kapitalanlagegesellschaft re/OSD

            	 
    	 
    	 
    
	
              Blackrock
      Investment Management (UK) Limited

            	 
    	 
    	 
    
	
              Cominvest
      Asset Management S.A.

            	 
    	 
    	 
    
	
              Factory
      Mutual Insurance Company

            	 
    	 
    	 
    
	
              State Street
      Bank & Trust Company, as trustee for First Plaza Group Trust
      II

            	 
    	 
    	 
    
	
              Goldman Sachs
      Global High Yield Bond Sub-Trust

            	 
    	 
    	 
    
	
              JPMorgan
      Chase 401(k) Savings Plan

            	 
    	 
    	 
    
	
              Kern County
      Employees' Retirement Association (KCERA)

            	 
    	 
    	 
    
	
              Goldman Sachs
      Liquidity Partners 2007, L.P.

            	 
    	 
    	 
    
	
              Goldman Sachs
      Liquidity Partners 2007 Offshore, L.P.

            	 
    	 
    	 
    
	
              Mediolanum
      Asset Management Ltd.

            	 
    	 
    	 
    
	
              MeadWestvaco
      Corporation Master Retirement Trust

            	 
    	 
    	 
    
	
              Goldman Sachs
      Global Opportunities Fund, LLC

            	 
    	 
    	 
    
	
              Goldman Sachs
      Global Opportunities Fund Offshore, Ltd.

            	 
    	 
    	 
    
	
              The Regents
      of the University of California Pioneer Austria Re. ORF

            	 
    	 
    	 
    
	
              GuideStone
      Funds: Medium Duration Bond Fund

            	 
    	 
    	 
    
	
              Goldman Sachs
      Collective Trust Core Plus Fixed Income Fund

            	 
    	 
    	 
    
	
              Ford Motor
      Company Master Trust Fund

            	 
    	 
    	 
    
	
              Universal
      Investment GmbH re/ Hewlett Packard Trust e.V.

            	 
    	 
    	 
    
	
              PUBLIC
      EMPLOYEES RETIREMENT SYSTEM OF OHIO

            	 
    	 
    	 
    
	
              Internationale
      Kapitalanlagegesellschaft GmbH re/TGV PB24

            	 
    	 
    	 
    
	
              Orizaha,
      LP

            	 
    	 
    	 
    


    

    


    
      	 
    	
              Fidelity
      Management &

              Research
      Company

              on behalf
      of

              Fidelity
      Central Investment Portfolios LLC: Fidelity High Income Central Fund
      2

               

              By:  /s/ J. Gregory
      Wass

              Name:  J.
      Gregory Wass

              Title:   
      Assistant Treasurer

               

              Address:   Fidelity
      Investments

                  82 Devonshire
      Street, V13H

                  Boston, MA
      02109

              Attn:           Nate
      Van Duzer

              Tel:            617-392-8129

              Fax:           617-392-1605

               

              Aggregate
      principal amount of Notes beneficially owned or managed on behalf of
      accounts that hold or beneficially own such Notes:

               

              8-1/2% Notes:
      _________________

              10%
      Notes:  ____________________

              10-3/4%
      Notes: ________________

            


    

    


    


    
      	 
    	
              Fidelity
      Management &

              Research
      Company

              on behalf
      of

              Variable
      Insurance Products Fund V: Strategic Income Portfolio

               

              By:  /s/ J. Gregory
      Wass

              Name:  J.
      Gregory Wass

              Title:   Assistant
      Treasurer

               

              Address:   Fidelity
      Investments

                  82 Devonshire
      Street, V13H

                  Boston, MA
      02109

              Attn:           Nate
      Van Duzer

              Tel:            617-392-8129

              Fax:           617-392-1605

               

              Aggregate
      principal amount of Notes beneficially owned or managed on behalf of
      accounts that hold or beneficially own such Notes:

               

              8-1/2% Notes:
      _________________

              10%
      Notes:  ____________________

              10-3/4%
      Notes: ________________

            


    

    


    


    
      	 
    	
              Fidelity
      Management &

              Research
      Company

              on behalf
      of

              Fidelity
      School Street Trust: Fidelity Strategic Income Fund

               

              By:  /s/ J. Gregory
      Wass

              Name:  J.
      Gregory Wass

              Title:   Assistant
      Treasurer

               

              Address:   Fidelity
      Investments

                  82 Devonshire
      Street, V13H

                  Boston, MA
      02109

              Attn:           Nate
      Van Duzer

              Tel:            617-392-8129

              Fax:           617-392-1605

               

              Aggregate
      principal amount of Notes beneficially owned or managed on behalf of
      accounts that hold or beneficially own such Notes:

               

              8-1/2% Notes:
      _________________

              10%
      Notes:  ____________________

              10-3/4%
      Notes: ________________

            


    

    


    


    
      	 
    	
              Fidelity
      Management &

              Research
      Company

              on behalf
      of

              Fidelity
      Advisor Series II:  Fidelity Advisor Strategic Income
      Fund

               

              By:  /s/ J. Gregory
      Wass

              Name:  J.
      Gregory Wass

              Title:   Assistant
      Treasurer

               

              Address:   Fidelity
      Investments

                  82 Devonshire
      Street, V13H  

                  Boston, MA
      02109

              Attn:           Nate
      Van Duzer

              Tel:            617-392-8129

              Fax:           617-392-1605

               

              Aggregate
      principal amount of Notes beneficially owned or managed on behalf of
      accounts that hold or beneficially own such Notes:

               

              8-1/2% Notes:
      _________________

              10%
      Notes:  ____________________

              10-3/4%
      Notes: ________________

            


    

    


    


    
      	 
    	
              Fidelity
      Management &

              Research
      Company

              on behalf
      of

              Fidelity
      Summer Street Trust: Fidelity Capital & Income Fund

               

              By:  /s/ J. Gregory
      Wass

              Name:  J.
      Gregory Wass

              Title:   Assistant
      Treasurer

               

              Address:   Fidelity
      Investments

                  82 Devonshire
      Street, V13H

                  Boston, MA
      02109

              Attn:           Nate
      Van Duzer

              Tel:            617-392-8129

              Fax:           617-392-1605

               

              Aggregate
      principal amount of Notes beneficially owned or managed on behalf of
      accounts that hold or beneficially own such Notes:

               

              8-1/2% Notes:
      _________________

              10%
      Notes:  ____________________

              10-3/4%
      Notes: ________________

            


    

    


    


    
      	 
    	
              Fidelity
      Management &

              Research
      Company

              on behalf
      of

              Fidelity
      Summer Street Trust: Fidelity High Income Fund

               

              By:  /s/ J. Gregory
      Wass

              Name:  J.
      Gregory Wass

              Title:   Assistant
      Treasurer

               

              Address:   Fidelity
      Investments

                  82 Devonshire
      Street, V13H

                  Boston, MA
      02109

              Attn:           Nate
      Van Duzer

              Tel:            617-392-8129

              Fax:           617-392-1605

               

              Aggregate
      principal amount of Notes beneficially owned or managed on behalf of
      accounts that hold or beneficially own such Notes:

               

              8-1/2% Notes:
      _________________

              10%
      Notes:  ____________________

              10-3/4%
      Notes: ________________

            


    

    


    


    
      	 
    	
              Fidelity
      Management &

              Research
      Company

              on behalf
      of

              Fidelity
      Puritan Trust: Fidelity Puritan Fund

               

              By:  /s/ J. Gregory
      Wass

              Name:  J.
      Gregory Wass

              Title:   Assistant
      Treasurer

               

              Address:   Fidelity
      Investments

                  82 Devonshire
      Street, V13H

                  Boston, MA
      02109

              Attn:           Nate
      Van Duzer

              Tel:            617-392-8129

              Fax:           617-392-1605

               

              Aggregate
      principal amount of Notes beneficially owned or managed on behalf of
      accounts that hold or beneficially own such Notes:

               

              8-1/2% Notes:
      _________________

              10%
      Notes:  ____________________

              10-3/4%
      Notes: ________________

            


    

    


    


    
      	 
    	
              Fidelity
      Management &

              Research
      Company

              on behalf
      of

              Master Trust
      Bank of Japan Ltd. Re: Fidelity US High Yield

               

              By:  /s/ J. Gregory
      Wass

              Name:  J.
      Gregory Wass

              Title:   Assistant
      Treasurer

               

              Address:   Fidelity
      Investments

                  82 Devonshire
      Street, V13H

                  Boston, MA
      02109

              Attn:           Nate
      Van Duzer

              Tel:            617-392-8129

              Fax:           617-392-1605

               

              Aggregate
      principal amount of Notes beneficially owned or managed on behalf of
      accounts that hold or beneficially own such Notes:

               

              8-1/2% Notes:
      _________________

              10%
      Notes:  ____________________

              10-3/4%
      Notes: ________________

            


    

    


    


    
      	 
    	
              Fidelity
      Management &

              Research
      Company

              on behalf
      of

              Fidelity
      Funds – US High Income

               

              By:  /s/ J. Gregory
      Wass

              Name:  J.
      Gregory Wass

              Title:   Assistant
      Treasurer

               

              Address:   Fidelity
      Investments

                  82 Devonshire
      Street, V13H

                  Boston, MA
      02109

              Attn:           Nate
      Van Duzer

              Tel:            617-392-8129

              Fax:           617-392-1605

               

              Aggregate
      principal amount of Notes beneficially owned or managed on behalf of
      accounts that hold or beneficially own such Notes:

               

              8-1/2% Notes:
      _________________

              10%
      Notes:  ____________________

              10-3/4%
      Notes: ________________

            


    

    


    


    
      	 
    	
              The Assets
      Management Committee of Coca-Cola Company Master Retirement
      Trust

               

              By:  /s/ Dave
      Censorio

              Name:  Dave
      Censorio

              Title:   Vice
      President

               

              Address:   Fidelity
      Investments

                  82 Devonshire
      Street, V13H

                  Boston, MA
      02109

              Attn:           Nate
      Van Duzer

              Tel:            617-392-8129

              Fax:           617-392-1605

               

              Aggregate
      principal amount of Notes beneficially owned or managed on behalf of
      accounts that hold or beneficially own such Notes:

               

              8-1/2% Notes:
      _________________

              10%
      Notes:  ____________________

              10-3/4%
      Notes: ________________

            


    

    


    


    
      	 
    	
              Pyramis High
      Yield Fund, LLC

               

              By:  /s/ Dave
      Censorio

              Name:  Dave
      Censorio

              Title:   Vice
      President

               

              Address:   Fidelity
      Investments

                  82 Devonshire
      Street, V13H

                  Boston, MA
      02109

              Attn:           Nate
      Van Duzer

              Tel:            617-392-8129

              Fax:           617-392-1605

               

              Aggregate
      principal amount of Notes beneficially owned or managed on behalf of
      accounts that hold or beneficially own such Notes:

               

              8-1/2% Notes:
      _________________

              10%
      Notes:  ____________________

              10-3/4%
      Notes: ________________

            


    

    


    


    
      	 
    	
              Illinois
      Municipal Retirement Fund

               

              By:  /s/ Dave
      Censorio

              Name:  Dave
      Censorio

              Title:   Vice
      President

               

              Address:   Fidelity
      Investments

                  82 Devonshire
      Street, V13H

                  Boston, MA
      02109

              Attn:           Nate
      Van Duzer

              Tel:            617-392-8129

              Fax:           617-392-1605

               

              Aggregate
      principal amount of Notes beneficially owned or managed on behalf of
      accounts that hold or beneficially own such Notes:

               

              8-1/2% Notes:
      _________________

              10%
      Notes:  ____________________

              10-3/4%
      Notes: ________________

            


    

    


    


    
      	 
    	
              The Japan
      Trustee Service Bank LTD Re: MATB Fidelity High Yield Bond Open
      Mother

               

              By:  /s/ Dave
      Censorio

              Name:  Dave
      Censorio

              Title:   Vice
      President

               

              Address:   Fidelity
      Investments

                  82 Devonshire
      Street, V13H

                  Boston, MA
      02109

              Attn:           Nate
      Van Duzer

              Tel:            617-392-8129

              Fax:           617-392-1605

               

              Aggregate
      principal amount of Notes beneficially owned or managed on behalf of
      accounts that hold or beneficially own such Notes:

               

              8-1/2% Notes:
      _________________

              10%
      Notes:  ____________________

              10-3/4%
      Notes: ________________

            


    

    


    


    
      	 
    	
              Fidelity
      Global Bond Series-US Dollar Monthly Income-US High Yield
Pool

               

              By:  /s/ Dave
      Censorio

              Name:  Dave
      Censorio

              Title:   Vice
      President

               

              Address:   Fidelity
      Investments

                  82 Devonshire
      Street, V13H

                  Boston, MA
      02109

              Attn:           Nate
      Van Duzer

              Tel:            617-392-8129

              Fax:           617-392-1605

               

              Aggregate
      principal amount of Notes beneficially owned or managed on behalf of
      accounts that hold or beneficially own such Notes:

               

              8-1/2% Notes:
      _________________

              10%
      Notes:  ____________________

              10-3/4%
      Notes: ________________

            


    

    


    


    
      	 
    	
              IG CAA High
      Yield Sec

               

              By:  /s/ Dave
      Censorio

              Name:  Dave
      Censorio

              Title:   Vice
      President

               

              Address:   Fidelity
      Investments

                  82 Devonshire
      Street, V13H

                  Boston, MA
      02109

              Attn:           Nate
      Van Duzer

              Tel:            617-392-8129

              Fax:           617-392-1605

               

              Aggregate
      principal amount of Notes beneficially owned or managed on behalf of
      accounts that hold or beneficially own such Notes:

               

              8-1/2% Notes:
      _________________

              10%
      Notes:  ____________________

              10-3/4%
      Notes: ________________

            


    

    


    


    
      	 
    	
              The Japan
      Trustee Services Bank LTD Re: STB Fidelity Strategic Income Fund
      Mother

               

              By:  /s/ Dave
      Censorio

              Name:  Dave
      Censorio

              Title:   Vice
      President

               

              Address:   Fidelity
      Investments

                  82 Devonshire
      Street, V13H

                  Boston, MA
      02109

              Attn:           Nate
      Van Duzer

              Tel:            617-392-8129

              Fax:           617-392-1605

               

              Aggregate
      principal amount of Notes beneficially owned or managed on behalf of
      accounts that hold or beneficially own such Notes:

               

              8-1/2% Notes:
      _________________

              10%
      Notes:  ____________________

              10-3/4%
      Notes: ________________

            


    

    


    


    
      	 
    	
              Fidelity
      Investments Canada ULC, As Trustee of The Fidelity Balanced High Income
      Fund

               

              By:  /s/ Peter
      Bowen

              Name:  Peter
      Bowen

              Title:   VP
      & Fund Treasurer

               

              Address:   Fidelity
      Investments

                  82 Devonshire
      Street, V13H

                  Boston, MA
      02109

              Attn:           Nate
      Van Duzer

              Tel:            617-392-8129

              Fax:           617-392-1605

               

              Aggregate
      principal amount of Notes beneficially owned or managed on behalf of
      accounts that hold or beneficially own such Notes:

               

              8-1/2% Notes:
      _________________

              10%
      Notes:  ____________________

              10-3/4%
      Notes: ________________

            


    

    


    


    
      	 
    	
              Fidelity
      Investments Canada ULC, As Trustee of The Fidelity American High Yield
      Fund

               

              By:  /s/ Peter
      Bowen

              Name:  Peter
      Bowen

              Title:   VP
      & Fund Treasurer

               

              Address:   Fidelity
      Investments

                  82 Devonshire
      Street, V13H

                  Boston, MA
      02109

              Attn:           Nate
      Van Duzer

              Tel:            617-392-8129

              Fax:           617-392-1605

               

              Aggregate
      principal amount of Notes beneficially owned or managed on behalf of
      accounts that hold or beneficially own such Notes:

               

              8-1/2% Notes:
      _________________

              10%
      Notes:  ____________________

              10-3/4%
      Notes: ________________

            


    

    


    


    
      	 
    	
              Fidelity
      Investments Canada ULC, As Trustee of The Fidelity Canadian Asset
      Allocation Fund

               

              By:  /s/ Peter
      Bowen

              Name:  Peter
      Bowen

              Title:   VP
      & Fund Treasurer

               

              Address:   Fidelity
      Investments

                  82 Devonshire
      Street, V13H

                  Boston, MA
      02109

              Attn:           Nate
      Van Duzer

              Tel:            617-392-8129

              Fax:           617-392-1605

               

              Aggregate
      principal amount of Notes beneficially owned or managed on behalf of
      accounts that hold or beneficially own such Notes:

               

              8-1/2% Notes:
      _________________

              10%
      Notes:  ____________________

              10-3/4%
      Notes: ________________

            


    

    


    


    
      	 
    	
              Franklin
      Advisers, Inc.

               

              By:  /s/ Edward D.
      Perks

              Name:  Edward
      D. Perks

              Title:    
      Senior Vice President

               

              Franklin
      Templeton Investments

              One Franklin
      Parkway

              San Mateo, CA
      94403

               

              Attn:              Christine
      P. Villaluz

              Tel:                650-312-3032

              Fax:               916-463-1984

               

              Aggregate
      principal amount of Notes beneficially owned or managed on behalf of
      accounts that hold or beneficially own such Notes:

               

              8-1/2% Notes:
      _________________

              10%
      Notes:  ____________________

              10-3/4%
      Notes: ________________