PATRICK INDUSTRIES INC — Major Shareholding Notification 2008

Nov 10, 2008

SC 13D/A 1 a08-28010_2sc13da.htm SC 13D/A

UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145 Expires: February 28,
2009 Estimated average burden hours per response: 14.5
Washington, D.C. 20549
SCHEDULE 13D

*Under the Securities Exchange Act of 1934 (Amendment No. 8)**

*Patrick Industries, Inc.*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*703343103*

(CUSIP Number)

*Jeffrey L. Gendell*

*55 Railroad Avenue, 1st Floor*

*Greenwich, Connecticut 06830*

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*November 10, 2008*

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

*Note* : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 703343103 — 1.	Names of Reporting Persons Tontine Capital Partners, L.P.
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See
Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power -0-
	8.	Shared Voting Power 4,221,155
	9.	Sole Dispositive Power -0-
	10.	Shared Dispositive Power 4,221,155
11.	Aggregate Amount
Beneficially Owned by Each Reporting Person 4,221,155
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class
Represented by Amount in Row (11) 46.8%
14.	Type of Reporting Person
(See Instructions) PN

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CUSIP No. 703343103 — 1.	Names of Reporting Persons Tontine Capital Management, L.L.C.
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See
Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power -0-
	8.	Shared Voting Power 4,221,155
	9.	Sole Dispositive Power -0-
	10.	Shared Dispositive Power 4,221,155
11.	Aggregate Amount
Beneficially Owned by Each Reporting Person 4,221,155
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class
Represented by Amount in Row (11) 46.8%
14.	Type of Reporting Person
(See Instructions) OO

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CUSIP No. 703343103 — 1.	Names of Reporting Persons Tontine Capital Overseas Master Fund, L.P.
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See
Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power -0-
	8.	Shared Voting Power 953,808
	9.	Sole Dispositive Power -0-
	10.	Shared Dispositive Power 953,808
11.	Aggregate Amount
Beneficially Owned by Each Reporting Person 953,808
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class
Represented by Amount in Row (11) 10.6%
14.	Type of Reporting Person
(See Instructions) IA, PN

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CUSIP No. 703343103 — 1.	Names of Reporting Persons Tontine Capital Overseas GP, L.L.C.
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See
Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power -0-
	8.	Shared Voting Power 953,808
	9.	Sole Dispositive Power -0-
	10.	Shared Dispositive Power 953,808
11.	Aggregate Amount
Beneficially Owned by Each Reporting Person 953,808
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class
Represented by Amount in Row (11) 10.6%
14.	Type of Reporting Person
(See Instructions) OO

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CUSIP No. 703343103 — 1.	Names of Reporting Persons Jeffrey L. Gendell
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See
Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power -0-
	8.	Shared Voting Power 5,174,963
	9.	Sole Dispositive Power -0-
	10.	Shared Dispositive Power 5,174,963
11.	Aggregate Amount
Beneficially Owned by Each Reporting Person 5,174,963
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class
Represented by Amount in Row (11) 57.4%
14.	Type of Reporting Person
(See Instructions) IN

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This Amendment No. 8 to Schedule 13D is being filed by the Reporting Persons to amend the Schedule 13D originally filed on September 19, 2005 (the “Original 13D”), as amended on April 10, 2007, May 18, 2007, September 25, 2007, March 18, 2008, April 16, 2008, June 27, 2008 and August 1, 2008 (the Original 13D, together with the amendments, the “Schedule 13D”), relating to the common stock, no par value, of Patrick Industries, Inc.

Item 1.	Security and Issuer
	This Schedule 13D relates to the common stock, no
par value (the “Common Stock”), of Patrick Industries, Inc. (the
“Company”). The Company’s principal
executive offices are located at 107 West Franklin Street, Elkhart, Indiana
46515.
Item 2.	Identity and Background
	(a) This
statement is filed by: (i) Tontine Capital
Partners, L.P., a Delaware limited partnership (“TCP”), with respect to the
shares of Common Stock directly owned by it; (ii) Tontine Capital
Management, L.L.C., a Delaware limited liability company (“TCM”), with
respect to the shares of Common Stock directly owned by TCP; (iii) Tontine Capital
Overseas Master Fund, L.P., a Cayman Islands limited partnership (“TMF”),
with respect to shares of Common Stock directly owned by it; (iv) Tontine Capital Overseas GP, L.L.C., a
Delaware limited liability company (“TCO”), with respect to shares of Common
Stock directly owned by TMF; and (v) Jeffrey L. Gendell
with respect to the shares of Common Stock directly owned by each of TCP and
TMF. The foregoing persons
are hereinafter sometimes collectively referred to as the “Reporting
Persons.” Any disclosures herein with
respect to persons other than the Reporting Persons are made on information
and belief after making inquiry to the appropriate party. (b) The address of the principal business and
principal office of each of TCP, TCM, TMF and TCO is 55 Railroad Avenue, 1 st Floor, Greenwich, Connecticut 06830. The
business address of Mr. Gendell is 55 Railroad Avenue, 1 st Floor,
Greenwich, Connecticut 06830. (c) The principal business of each of TMF and
TCP is serving as a private investment limited partnership. The principal business of TCO is serving as
the general partner of TMF. The
principal business of TCM is serving as the general partner of TCP. Mr. Gendell serves as the managing member
of TCM and TCO. (d) None of the Reporting Persons has, during
the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, was, or is subject to, a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violation with
respect to such laws. (f) TCP is a limited partnership organized
under the laws of the State of Delaware.
Each of TCO and TCM is a limited liability company organized under the
laws of the State of Delaware. TMF is
a limited partnership organized under the laws of the Cayman Islands. Mr. Gendell is a United States citizen.
Item 3.	Source and Amount of Funds or Other
Consideration
	Shares of Common Stock owned by the Reporting
Persons were purchased with working capital and on margin. The Reporting Persons’ margin transactions
are with UBS Securities LLC, on such firm’s usual terms and conditions. All or part of the shares of Common Stock
directly owned by the Reporting Persons may from time to time be pledged with
one or more banking institutions or brokerage firms as collateral for loans
made by such bank(s) or brokerage firm(s) to the Reporting Persons. Such loans bear interest at a rate based
upon the broker’s call rate from time to time in effect. Such indebtedness may be refinanced with
other banks or broker dealers.

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| Item 4. |
| --- |
| The Reporting Persons acquired their shares of
Common Stock for investment purposes and in the ordinary course of business. As discussed in this Schedule 13D, the Reporting
Persons own approximately 57% of the Company’s outstanding Common Stock and
can control the Company’s affairs, including (i) the election of directors
who in turn appoint management, (ii) any action requiring the approval of the
holders of Common Stock, including adoption of amendments to the Company’s
corporate charter, and (iii) approval of a merger or sale of all or
substantially all assets. The Reporting Persons can also control certain decisions
affecting the Company’s capital structure. As described in greater detail in Item 6, pursuant
to a Securities Purchase Agreement by and among TCP, TMF and the Company,
dated April 10, 2007 (the “Initial Securities Purchase Agreement”), so long
as the Reporting Persons hold between 7.5% and 14.9% of the outstanding
Common Stock, they have the right to appoint one nominee to the Company’s
Board of Directors, and so long as the Reporting Persons hold at least 15% of
the outstanding Common Stock, they have the right to appoint up to two
nominees to the Company’s Board of Directors.
On July 21, 2008, an affiliate of the Reporting Persons’ was appointed
to the Board of Directors. As of the
date hereof, the Reporting Persons have not appointed a second nominee to the
Company’s Board of Directors. The
Company also agreed to limit, by the date of its 2008 Annual Meeting of
Shareholders, the number of directors serving on its Board to no more than
nine, which obligation shall continue for so long as the Reporting Persons
have the right to appoint a director to the Company’s Board of
Directors. The rights of the Reporting
Persons to appoint directors and the obligations of the Company to limit the
size of its Board were affirmed in a Securities Purchase Agreement by and
among the Company, TCP and TMF dated March 10, 2008 (the “March 2008
Securities Purchase Agreement”). The Reporting Persons will begin to explore
alternatives for the disposition of their equity interests in the Company,
which alternatives may include, without limitation: (a) dispositions of
Common Stock through open market sales, underwritten offerings and/or
privately negotiated sales by the Reporting Persons, (b) a sale of the
Company, or (c) distributions by the Reporting Persons of their equity
interests in the Company to their respective investors. The Reporting Persons expect to engage in
discussions with the Company’s management and Board of Directors in the
evaluation of such alternatives. As part of such process, the Reporting
Persons (i) may encourage the Company to engage an investment banker or other
financial advisor with respect to an underwritten offering of their equity
interests, a sale of the Company or other strategic transaction involving the
Company, (ii) may encourage third parties to consider an acquisition of their
equity interests, an acquisition of the Company or other strategic
transaction involving the Company, or (iii) may independently engage an
investment banker or other financial advisor to assist the Reporting Persons
with respect to the analysis and execution of various alternatives in
connection with their holdings. In
deciding which alternative or alternatives to pursue, the Reporting Persons
will seek to maximize the value of their holdings in the Company.
Accordingly, the disposition of the Reporting Persons’ holdings will be
effected over time and in an orderly fashion. The timing, manner and aggregate amount of
any such dispositions will be dependent on many factors, including, without
limitation, market conditions, available prices, and the Reporting Persons'
ability to conduct sales in compliance with federal and state securities
laws. As discussed herein, the Reporting Persons’ rights
to nominate directors and to require the Company to limit the size of the
Board are dependent on the Reporting Persons’ ownership of a certain
aggregate percentage of Common Stock.
Accordingly, the disposition of the Reporting Persons’ holdings in the
Company may result in changes to the size and/or composition of the Company's
Board of Directors. Although the forgoing represents the range of
activities presently contemplated by the Reporting Persons with respect to
the Company, it should be noted that the possible activities of the Reporting
Persons are subject to change at any time.
Accordingly, the Reporting Persons reserve the right to change their
plans or intentions and to take any and all actions that they may deem to be
in their best interests. Except as set forth in the Schedule 13D, the
Reporting Persons do not have any current intention, plan or proposal with
respect to: (a) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present Board of Directors or management
of the Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the Board; (e) any material
change in the present capitalization or dividend policy of the Company; (f)
any other material change in the Company’s business or corporate structure;
(g) changes in the Company’s charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person; (h) causing a class of securities of the Company to be
delisted from a national securities exchange, if any, or cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the
Company becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Act, or (j) any action |

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| | similar to any of those enumerated in items (a)
through (i) above. |
| --- | --- |
| Item 5. | Interest in Securities of the Issuer |
| | A. Tontine Capital Partners, L.P. (a) Aggregate number of shares beneficially
owned: 4,221,155. Percentage:
46.8%. The percentages used herein and
in the rest of Item 5 are calculated based upon 9,018,618 shares of Common
Stock issued and outstanding as of August 12, 2008, as reflected in the
Quarterly Report on Form 10-Q filed by the Company on August 13, 2008. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote
or direct vote: 4,221,155 3. Sole power to
dispose or direct the disposition: -0- 4. Shared power to
dispose or direct the disposition:
4,221,155 (c) TCP has not engaged in any transactions of
Common Stock in the last 60 days. (d) TCM, the general partner of TCP, has the
power to direct the affairs of TCP, including decisions respecting the
receipt of dividends from, and the disposition of the proceeds from the sale
of, the shares. Mr. Gendell is the
Managing Member of TCM and in that capacity directs its operations. (e) Not applicable. B. Tontine
Capital Management, L.L.C. (a) Aggregate number of shares beneficially owned: 4,221,155. Percentage:
46.8%. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote
or direct vote: 4,221,155 3. Sole power to
dispose or direct the disposition: -0- 4. Shared power to
dispose or direct the disposition:
4,221,155 (c) TCM has not engaged in any transactions of
Common Stock in the last 60 days. (d) Not applicable. (e) Not applicable. C. Tontine Capital Overseas Master Fund, L.P. (a) Aggregate number of shares beneficially
owned: 953,808. Percentage: 10.6%. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote
or direct vote: 953,808 3. Sole power to
dispose or direct the disposition: -0- 4. Shared power to
dispose or direct the disposition:
953,808 (c) TMF has not engaged in any transactions of
Common Stock in the last 60 days. (d) TCO, the general partner of TMF, has the
power to direct the affairs of TMF, including decisions respecting the
receipt of dividends from, and the disposition of the proceeds from the sale
of, the shares. Mr. Gendell is the
Managing Member of TCO and in that capacity directs its operations. (e) Not applicable. |

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| | D. Tontine Capital Overseas GP, L.L.C. (a) Aggregate number of shares beneficially owned:
953,808. Percentage: 10.6%. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote
or direct vote: : 953,808 3. Sole power to
dispose or direct the disposition: -0- 4. Shared power to
dispose or direct the disposition: :
953,808 (c) TCO has not engaged in any transactions of
Common Stock in the last 60 days. (d) Not applicable. (e) Not applicable. E. Jeffrey L.
Gendell (a) Aggregate number of shares beneficially
owned: 5,174,963. Percentage: 57.4%. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote
or direct vote: 5,174,963 3. Sole power to
dispose or direct the disposition: -0- 4. Shared power to
dispose or direct the disposition:
5,174,963 (c) Mr. Gendell has not engaged in any transactions
of Common Stock in the last 60 days. (d) Not applicable. (e) Not applicable. |
| --- | --- |
| Item 6. | Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer |
| | A. Initial Securities Purchase Agreement On April 10, 2007, TCP, TMF and the Company entered
into the Initial Securities Purchase Agreement which, among other things,
provided for the purchase by TCP and TMF of shares of Common Stock and Senior
Subordinated Promissory Notes of the Company.
The closing of the transactions contemplated by the Initial Securities
Purchase Agreement occurred on May 18, 2007.
Under the Initial Securities Purchase Agreement, so long as the
Reporting Persons (i) hold between 7.5% and 14.9% of the Common Stock then
outstanding, they have the right to appoint one nominee to the Company’s
Board of Directors and (ii) hold at least 15.0% of the Common Stock then
outstanding, they have the right to appoint two nominees to the Company’s
Board of Directors. On July 21, 2008,
an affiliate of the Reporting Persons was appointed to the Company’s Board of
Directors. As of the date hereof, the
Company has not appointed a second nominee of the Reporting Persons to the
Company’s Board of Directors. Under
the Initial Securities Purchase Agreement, the Company agreed to limit, by
the date of the Company’s 2008 Annual Meeting of Shareholders, the number of
directors serving on its Board to no more than nine directors for so long as
the Reporting Persons have the right to appoint a director to the Company’s
Board. In addition, pursuant to the
Initial Securities Purchase Agreement, the Company approved the acquisition
by the Reporting Persons of up to 40% of its outstanding Common Stock, on a
fully diluted basis, such that the Reporting Persons would not be subject to
certain restrictions set forth in the Indiana Business Corporation Law (the
“IBCL”). The Company also agreed that
it would not revoke such approval and that it will use its best efforts to
ensure that any future acquisitions by TCP and TMF (up to 40% of the
outstanding Common Stock on a fully diluted basis) would not be subject to
anti-takeover provisions included in any of the Company’s organizational
documents or the laws and regulations of any governmental authority. The Initial Securities Purchase Agreement
also contained standard representations and warranties that survive until the
earlier of (i) three years following the closing date of the transactions
contemplated by the Initial Securities Purchase Agreement and (ii) the
applicable statute of limitations with respect to each representation and
warranty. B. March 2008
Securities Purchase Agreement On March 10, 2008, the Company, TCP and TMF entered
into the March 2008 Securities Purchase Agreement, pursuant to which, on
March 12, 2008, TCP and TMF purchased shares of Common Stock from the
Company. Pursuant to the March 2008
Securities Purchase Agreement, the parties affirmed certain rights granted to
TCP and TMF under the Initial Securities Purchase Agreement related to the
right of TCP and TMF to appoint members of the Company’s Board of |

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| | Directors and the Company’s obligations to limit the
size of its Board of Directors. These
rights and obligations are set forth in greater detail in the description of
the Initial Securities Purchase Agreement above. The Company also agreed that it would use
its best efforts to ensure that the acquisition of the shares purchased under
the March 2008 Securities Purchase Agreement would not be subject to
anti-takeover provisions included in any of the Company’s organizational
documents or the laws and regulations of any governmental authority. The March 2008 Securities Purchase
Agreement also contained standard representations and warranties that survive
until the earlier of (i) three years following the closing date of the
transactions contemplated by the March 2008 Securities Purchase Agreement and
(ii) the applicable statute of limitations with respect to each
representation and warranty. Pursuant
to the Registration Rights Agreement (as defined below), the shares of Common
Stock purchased by TCP and TMF pursuant to the March 2008 Securities Purchase
Agreement are eligible to be registered for resale. C. Amended and Restated Registration Rights
Agreement On May 18, 2007, TCP, TMF and the Company entered
into an Amended and Restated Registration Rights Agreement (the “Registration
Rights Agreement”). Pursuant to the
Registration Rights Agreement, the Company is required to file a shelf registration
statement and grant to TCP and TMF (and their qualifying transferees) certain
demand and “piggyback” registration rights in connection with shares of
Common Stock held by them or acquired in the future. The registration rights granted under the
Registration Rights Agreement terminate with respect to TCP and TMF (and any
of their qualifying transferees) when such party no longer holds any
Registrable Securities (as defined in the Registration Rights
Agreement). With the exception of
certain expenses, such as underwriting discounts and commissions, the Company
has agreed to pay all expenses incident to its performance of or compliance
with the Registration Rights Agreement, including the reasonable fees and
expenses of counsel retained by the holders of Registrable Securities
requested to be included in a registration statement. A registration statement on Form S-3 was
declared effective on December 28, 2007 registering for resale 2,293,089
shares of the Reporting Persons’ Common Stock. An amendment to this registration statement
that will cause the registration statement to cover the remainder of the
shares of Common Stock held by the Reporting Persons has not yet been filed. The foregoing summaries of the Initial Securities
Purchase Agreement, the March 2008 Securities Purchase Agreement, and the
Registration Rights Agreement do not purport to be complete and are qualified
in their entirety by reference to Exhibits 1 through 3, which are
incorporated by reference herein. Except as described in the Schedule 13D, the
Reporting Persons do not have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Company, including but not limited to the transfer or
voting of any of the securities, finder’s fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies. |
| --- | --- |
| Item 7. | Material to be Filed as Exhibits |
| | 1. Securities
Purchase Agreement dated as of April 10, 2007, by and among Tontine Capital
Partners, L.P., Tontine Capital Overseas Master Fund, L.P. and Patrick
Industries, Inc. (Previously filed as
Exhibit 1 to the Reporting Persons’ Schedule 13D filed on April 18, 2007) 2. Securities
Purchase Agreement dated as of March 10, 2008, by and among Tontine Capital
Partners, L.P., Tontine Capital Overseas Master Fund, L.P. and Patrick
Industries, Inc. (Previously filed as
Exhibit 2 to the Reporting Persons’ Schedule 13D filed on March 18, 2008) 3. Amended
and Restated Registration Rights Agreement dated as of May 18, 2007, by and
among Tontine Capital Partners, L.P., Tontine Capital Overseas Master Fund,
L.P. and Patrick Industries, Inc.
(Previously filed as Exhibit 2 to the Reporting Persons’ Schedule 13D
filed on May 24, 2007) |

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*Signature*

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| November 10, 2008 |
| --- |
| Date |
| /s/ Jeffrey L. Gendell |
| Signature |
| Jeffrey L. Gendell, individually, as managing member
of Tontine Capital Management, L.L.C., general partner of Tontine Capital
Partners, L.P., and as managing member of Tontine Capital Overseas GP,
L.L.C., general partner of Tontine Capital Overseas Master Fund, L.P. |
| Name/Title |

| |
| --- |
| Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18 U.S.C.
1001). |

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