| * |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) |
The shares of Common Stock reported on Table I and the shares of Series A Convertible Preferred Stock reported on Table II
are owned directly by Glencore AG, a direct wholly-owned subsidiary of Glencore International AG, and indirectly by
Glencore International plc, the parent company of Glencore International AG. |
| (2) |
Each share of Series A Convertible Preferred Stock is convertible into 100 shares of the Common Stock at the times and under
the circumstances described in the Certificate of Designation for the Series A Convertible Preferred Stock. The Series A
Convertible Preferred Stock has no expiration date. |
| (3) |
On July 2, 2010, Glencore International AG ("Glencore International") entered into a Master Terms and Conditions for Swap
Transactions agreement (the "Swap Agreement") with Citigroup Global Markets Inc. ("Citi"), pursuant to which Glencore
International and Citi may, from time to time, enter into cash-settled total return swaps (the "Swaps"). |
| (4) |
Pursuant to the Swap Agreement, on September 15, 2010, Glencore International received economic exposure pursuant to a Swap
entered into between Glencore International and Citi under which, upon expiration of a two-year term, (i) Glencore
International will be obligated to make a cash payment to Citi with respect to any depreciation in the volume weighted
average price of the 4,729,302 shares of common stock referenced by the Swap (the "Subject Shares") from the $9.719270 per
share volume weighted average price calculated during the initial averaging period for the Swap (which ended on the
transaction date) to the volume weighted average price of the Subject Shares during the final valuation period preceding the
expiration of the term of the Swap, or (ii) Citi will be obligated to make a cash payment to Glencore International with
respect to any appreciation in such volume weighted average price based on the above period. |
| (5) |
In addition, under the terms of the Swap Agreement, generally, Glencore International will be obligated to post cash
collateral to Citi and pay to Citi certain fees and commissions and Citi will be obligated to pay to Glencore International
an amount in cash equal to any dividends that would have been paid by the Company on the Subject Shares. |
| (6) |
Pursuant to the Swap Agreement, on March 11, 2011, Glencore International received economic exposure pursuant to a Swap
entered into between Glencore International and Citi under which, upon expiration of a two year term, (i) Glencore
International will be obligated to make a cash payment to Citi with respect to any depreciation in the volume weighted
average price of the 4,400,000 shares of common stock referenced by the Swap (the "Subject Shares") from the $16.6582 per
share volume weighted average price calculated during the initial averaging period for the Swap (which ended on the
transaction date) to the volume weighted average price of the Subject Shares during the final valuation period preceding the
expiration of the term of the Swap, or (ii) Citi will be obligated to make a cash payment to Glencore International with
respect to any appreciation in such volume weighted average price based on the above period. |
| (7) |
The cash settled total return swap reported in Table II is held directly by Glencore International and may be deemed to be
beneficially owned indirectly by its parent company, Glencore International plc. The cash settled total return swap does not
give the reporting person or Glencore International direct or indirect voting, investment or dispositive control over any
securities of the issuer, and accordingly, Glencore International and Glencore International plc disclaim any beneficial
ownership in the Subject Shares. |
| (8) |
June 28, 2001 grant of stock options to Mr. Willy R. Strothotte, a director of the issuer, who holds such options as nominee
for Glencore AG. Options vested and became exercisable in four equal installments ending on the first anniversary of the
date of grant. The options will expire and cease to be exercisable on the tenth anniversary of the date of grant. |
| (9) |
June 25, 2002 grant of stock options to Mr. Willy R. Strothotte, a director of the issuer, who holds such options as nominee
for Glencore AG. Options vested and became exercisable in four equal installments ending on the first anniversary of the
date of grant. The options will expire and cease to be exercisable on the tenth anniversary of the date of grant. |
| (10) |
June 25, 2003 grant of stock options to Mr. Willy R. Strothotte, a director of the issuer, who holds such options as nominee
for Glencore AG. Options vested and became exercisable in four equal installments ending on the first anniversary of the
date of grant. The options will expire and cease to be exercisable on the tenth anniversary of the date of grant. |
| (11) |
July 19, 2004 grant of stock options to Mr. Willy R. Strothotte, a director of the issuer, who holds such options as nominee
for Glencore AG. Options vested and became exercisable in four equal installments ending on the first anniversary of the
date of grant. The options will expire and cease to be exercisable on the tenth anniversary of the date of grant. |
| (12) |
August 11, 2005 grant of stock options to Mr. Willy R. Strothotte, a director of the issuer, who holds such options as
nominee for Glencore AG. Options vested and became exercisable in four equal installments ending on the first anniversary of
the date of grant. The options will expire and cease to be exercisable on the tenth anniversary of the date of grant. |
| (13) |
June 12, 2006 grant of stock options to Mr. Willy R. Strothotte, a director of the issuer, who holds such options as nominee
for Glencore AG. Options vested and became exercisable in four equal installments ending on the first anniversary of the
date of grant. The options will expire and cease to be exercisable on the tenth anniversary of the date of grant. |
| (14) |
May 24, 2007 grant of stock options to Mr. Willy R. Strothotte, a director of the issuer, who holds such options as nominee
for Glencore AG. Options vested and became exercisable in four equal installments ending on the first anniversary of the
date of grant. The options will expire and cease to be exercisable on the tenth anniversary of the date of grant. |