Thomxx X. XXXXXX ---------------------------------- Thomxx X. Xxxxxx
Thomxx X. XXXXXX ----------------------------------- Notary Public
Thomxx X. Xxxxxx xxx guaranteed the obligations of Tathxx Xxxthers under the Standby Agreement and is obligated pursuant to such guarantee to perform prior to the Final Expiration Date the obligations of Tathxx Xxxthers described in clause
Thomxx X. Xxxxxxxxxxxx, xxunsel to the Company and the Guarantor, shall have furnished to the Representatives such counsel's written opinion, dated the Time of 15 Delivery for such Designated Securities, in form and substance satisfactory to the Representatives, to the effect that:
(i) Each of the Company and the Guarantor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Connecticut;
(ii) Each of Aetna Life Insurance Company and Aetna Life Insurance and Annuity Company has been duly incorporated and is validly existing as an insurance corporation in good standing under the laws of the State of Connecticut; Aetna U.S. Healthcare Inc. has been duly incorporated and is validly existing and in good standing under the laws of the State of Pennsylvania; all of the outstanding shares of capital stock of the Company, Aetna Life Insurance and Annuity Company and Aetna U.S. Healthcare Inc. have been duly authorized and validly issued and are fully paid and non-assessable, and (except for directors' qualifying shares, if any) are owned directly or indirectly by the Guarantor; and all of the outstanding shares of capital stock of Aetna Life Insurance Company (except for directors' qualifying shares, if any) are owned directly or indirectly by the Company;
(iii) To the best of such counsel's knowledge and other than as set forth or contemplated in the Prospectus, there are no legal or governmental proceedings pending or threatened involving the Company or the Guarantor or any of their respective subsidiaries of a character required to be disclosed in the Registration Statement or Prospectus which are not adequately disclosed in the Registration Statement or Prospectus;
(iv) This Agreement and the Pricing Agreement with respect to the Designated Securities have been duly authorized, executed and delivered by the Company and the Guarantor; 16
(v) The Designated Securities have been duly authorized by the Company; assuming the due authentication of the Underwriters' Securities by the Trustee, the Underwriters' Securities have been duly issued, executed and delivered and constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to (1) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of ins...
Thomxx X. XXXXXX /s/ ---------------------------------- ------------------------------------ JAMEX X. XXXXXX /s/ ---------------------------------- ------------------------------------ THE THOMXX X. XXXXXX XXXOCABLE TRUST OF 1998 By: /s/ ---------------------------------- ------------------------------------ Thomxx X. Xxxxxx, Xxustee JAMEX X. XXXXXX XXXST - 1995 By: /s/ ---------------------------------- ------------------------------------ Jamex X. Xxxxxx, Xxustee BUYER: FINANCIAL PERFORMANCE CORPORATION By: /s/ ---------------------------------- ------------------------------------ Name: Title: -35- 36 SUBORDINATED CONVERTIBLE TERM PROMISSORY NOTE $3,750,000 U.S. January 11, 2001 New York, New York FOR VALUE RECEIVED, the undersigned, FINANCIAL PERFORMANCE CORPORATION, a New York corporation with a principal place of business located in New York, New York ("FPC"), hereby promises to pay to the order of The Thomxx X. Xxxxxx Xxxocable Trust of 1998 (the "Creditor"), at such address, or such other place or places as the holder hereof may designate in writing from time to time hereafter, the principal sum of THREE MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($3,750,000), together with interest as hereinafter provided, in lawful money of the United States of America. Interest on the outstanding principal balance of this Note shall accrue at the rate equal to the 90-day LIBOR rate as defined herein plus 150 basis points, per annum beginning on the date hereof. The interest rate shall be adjusted on and as of April 11, 2001, and quarterly thereafter, on and as of the 11th day of April, July, October and January of each year, to reflect any change in the 90-day LIBOR rate, as reported in The Wall Street Journal, plus 150 basis points. The initial interest rate shall be 6.92%, per annum. Interest shall be calculated and shall accrue daily on the basis of actual days elapsed over a three hundred sixty (360) day banking year. FPC shall pay to the holder of this Note accrued interest, in cash, in arrears, beginning on April 11, 2001, and quarterly thereafter, on and as of the 11th day of April, July, October and January of each year, until the obligations under this Note are paid in full. A single payment of the total outstanding principal balance plus all accrued and unpaid interest and other charges hereunder shall be due and payable on January 11, 2007 (the "Maturity Date"). FPC's obligations pursuant to this Note are and shall be subordinate to present and future indebte...
Thomxx X. XXXXXXXX EXHIBIT A --------- Annual Incentive Plan The Executive will participate in the Company's annual incentive bonus plan which will be based on a target measure of profitability to be determined by the Board of Directors from year to year ("Target"). If the Company reaches 100% of Target, the Executive would earn 100% of his target bonus. The target bonus will be determined as a percentage of the Executive's annual salary. The percentage for the annual bonus for the Executive and the other senior executives of the Company will be: Percentage of Salary for Target Annual Bonus ----------------------- Thomxx X. Xxxxxxxx, 55% Vice President, Geophysics Moreover, if the Company performs better or worse than the Target, the bonus will be directly affected. A schedule of Target and target bonus will be as follows: Percentage of Percentage of Target Annual Target Earned by Company Incentive Bonus Earned --------------------------- Less than 70% 0% 70% 40% 80% 60% 90% 80% 100% 100% 110% 120% 120% 140% 130% 160% 140% 180% 150% and more 200%
Thomxx X. Xxxxx xxx Gulfstar hereby covenant and agree with Capstar that the conversion of shares of Gulfstar Class C Common Stock held by Thomxx X. Xxxxx xxx the conversion of shares of Gulfstar Common Stock to be issued to Thomxx X. Xxxxx, xxl as described in subsection 4.3(a), shall occur, and be deemed to occur, immediately prior to the Effective Time, and that at the Effective Time the shares of Gulfstar Class B Common Stock issued upon the conversion of such shares of Gulfstar Common Stock shall be converted into the right to receive shares of Class B Common Stock as described in Section 3.1(e).
Thomxx X. Xxxxxxxxxx xxx Harrxxx X. Xxxxxxxxxx xx. Recor, Inc., Secure Corrections, Inc., et al., Case No. 94-07157; 250th Judicial District Court of Travxx Xxxnty, State of Texas; and
Thomxx X. Xxxxxx xxxsonally guarantees the timely payment from Northstar to Stevxx X. Xxxxx xx the amounts described in Paragraphs 4(a)(ii)-(iv) of this Agreement, and agrees to pay such amounts to Stevxx X. Xxxxx xx Northstar fails to make any payment in the amount or by the date set forth in those paragraphs.
Thomxx X. Xxxxxx xxxll have executed an employment agreement with the Company in a form substantially similar to attached Exhibit 10.4.2.