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Exhibit (b)(5)
STOCK SUBSCRIPTION AGREEMENT, dated as of July 23, 1997, between
Colfax Capital Corporation ("Colfax") and II Acquisition Corp., a
Delaware corporation (the "Corporation").
Colfax hereby subscribes for and offers to purchase, and the
Corporation hereby accepts such offer and agrees to issue to Colfax, up to 2,000
shares (or such lesser number of shares as may be specified by the Corporation)
of its Preferred Stock, par value $.01 per share, having the terms stated in
Exhibit A, in consideration of the payment by Colfax to it of cash in the amount
of $100,000 per share, or up to a total of $200,000,000, on or before the Issue
Date (as set forth in Exhibit A).
The Corporation represents and warrants that it will take all steps
necessary to provide for such Preferred Stock and will file a certificate of
designation fixing the terms of such Preferred Stock in accordance with the
terms attached as Exhibit A, on or before the Issue Date.
This Stock Subscription Agreement may be executed in one or more
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute but one and the same
instrument.
This Stock Subscription Agreement shall be governed by, and
construed in accordance with, the internal laws of the State of Delaware without
regard to principles of conflict of law.
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IN WITNESS WHEREOF, the parties hereto have caused this Stock
Subscription Agreement to be duly executed as of the date hereof.
Colfax Capital Corporation
By: /s/ XXXXXXX X. XXXX
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Name: Xxxxxxx X. Xxxx
Title: President
II Acquisition Corp.
By: /s/ XXXXXX X. XXXXXXX, III
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Name: Xxxxxx X. Xxxxxxx, III
Title: Vice President and Treasurer
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Terms of Preferred Stock
Issuer II Acquisition Corp.
Par Value $.01 per share
Liquidation Preference $100,000 per share
Issue Amount Up to $200,000,000 in liquidation preference
Issue Date When called by the Corporation.
Mandatory
Redemption December 31, 2001
Dividends 7% per annum, cumulative; payable only when
declared
Placement Fee 1% of the face amount of Shares purchased, payable
to Colfax upon issuance of the Shares and payment
of Colfax therefor
