Exhibit 99.5
TRANSFERRED SECURITIES AGREEMENT
TRANSFERRED SECURITIES AGREEMENT, dated as of September 17, 1997 (this
"Agreement"), by and among United States Filter Corporation, a Delaware
corporation (the "Company"), Western Farm & Cattle Company, a California
corporation ("Western Farm & Cattle"), California Land & Cattle Company, a
Delaware corporation ("CLCC"), N.N. Investors, L.P., a Delaware limited
partnership ("N.N. Investors"), ST Ranch GenPar, Inc., a Texas corporation
("GenPar"), FW Ranch, L.P., a Texas limited partnership ("FW Ranch")
(Western Farm & Cattle, CLCC, N.N. Investors, GenPar and FW Ranch being
referred to herein, collectively, as the "Transferors"), Xxx X. Xxxx
("LMB"), Fine Line Inc., a Texas corporation ("Fine Line"), Xxxxx Xxxxx
("AM"), Xxxxxxx X. Xxxxxxx, Xx. ("WPH"), Xxxxx Xxxxxxxx ("PS"), Xxxxx
Xxxxxxx Xxxxxx Grantor Trust ("J Trust"), Xxxxxx Xxxxx Xxxxxx Grantor Trust
("R Trust"), Xxxx X. Xxxxxxxx ("JC") and Xxxxxxx X. Xxxx ("JH") (LMB, Fine
Line, AM, WPH, PS, J Trust, R Trust, JC and JH being referred to herein,
collectively as the "Transferees").
A. The Company and the Transferors are parties to a Transfer,
Registration Rights and Governance Agreement (the "Governance Agreement"),
dated as of September 17, 1997, pursuant to which each of the Transferors
and their permitted assigns has a right to transfer Shares and Warrants (as
defined in the Governance Agreement) to the Transferees, so long as each
such Transferee executes an agreement embodying the terms specified herein.
B. The Transferors wish to transfer Shares to the Transferees in the
number and class specified in Exhibit A hereto (the "Transferred
Securities"), and the Transferees have agreed to execute this Agreement.
Accordingly, for due and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.1. Governance Agreement. Terms used in this Agreement
that are defined in the Governance Agreement shall have the meaning
ascribed thereto in the Governance Agreement.
Section 1.2. Other Defined Terms. As used in this Agreement, the
following terms shall have the meanings set forth:
"Agreement": as defined in the preamble to this Agreement.
"Governance Agreement": as defined in the recitals of this
Agreement.
"Transferee": as defined in the preamble to this Agreement.
"Transferor": as defined in the preamble to this Agreement.
"Transferred Securities": as defined in the recitals of this
Agreement.
ARTICLE II
AGREEMENT TO BE BOUND
Section 2.1. Agreement to be Bound. Each Transferee hereby agrees
to be bound by the provisions of the Governance Agreement to the same
extent as the Transferors. Each Transferee shall be a Holder within the
meaning of the Governance Agreement. All Shares, Warrants and Warrant
Shares held by any Transferee shall be treated for purposes of determining
rights and responsibilities under this Agreement and the Governance
Agreement as if they were held by a Holder.
Section 2.2. Representative. Each Transferee hereby designates
Xxxxx Xxxxx to act as its representative and agent in accordance with
Section 7.9 of the Governance Agreement.
ARTICLE III
GENERAL PROVISIONS
Section 3.1 Notices. Any notice required to be given hereunder shall
be sufficient if in writing, and sent by facsimile transmission and by
courier service (with proof of service), hand delivery or certified or
registered mail (return receipt requested and first-class postage prepaid),
addressed as follows:
If to any Transferee to:
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx, Xxxxx 00000
Fax: 000-000-0000
Attention: Xxxxx Xxxxx
If to the Company or any Transferor, to:
The address set forth for such Person
in the Governance Agreement
or to such other address as any party shall specify by written notice so
given, and such notice shall be deemed to have been delivered as of the
date so telecommunicated, personally delivered or mailed.
Section 3.2. Entire Agreement. This Agreement, the Governance
Agreement, the exhibits and schedules thereto and any certificate delivered
by the parties in connection therewith constitute the entire agreement
among the parties with respect to the subject matter hereof and supersede
all prior agreements and understandings (oral and written) among the
parties with respect thereto.
Section 3.3 Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Delaware
(without regard to conflict of law principles, which would require the
application of the laws of any other State). Each of the parties hereto
agrees that any legal action or proceeding with respect to this Agreement
may be brought in the Courts of the State of Delaware or the United States
District Court located in the State of Delaware.
Section 3.4. Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute one and the same instrument. Each counterpart may consist of a
number of copies of this Agreement, each of which may be signed by less
than all of the parties hereto, but together with all such copies are
signed by all of the parties hereto. This Agreement shall become effective
when executed by all parties hereto.
Section 3.5. Headings. Headings of the Articles and Sections of
this Agreement are for the convenience of the parties only and shall be
given no substantive or interpretive effect whatsoever.
Section 3.6. Interpretation. In this Agreement, unless the context
otherwise requires, words describing the singular number shall include the
plural and vice versa, "including" shall mean including, without
limitation, and words denoting any gender shall include all genders and
words denoting natural persons shall include corporations and partnerships
and vice versa.
Section 3.7. Severability. Any term or provision of this Agreement
which is invalid or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining
terms and provisions of this Agreement or otherwise affecting the validity
or enforceability of any of the terms or provisions of this Agreement in
any other jurisdiction. If any provision of this Agreement is so broad as
to be unenforceable, the provision shall be interpreted to be only so broad
as is enforceable.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
UNITED STATES FILTER CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Attorney-in-Fact for
Xxxxxxx X. Xxxxxxxx
WESTERN FARM & CATTLE COMPANY
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: President
N.N. INVESTORS, L.P.
By: California Land & Cattle Company,
its General Partner
By: /s/ Xxxxx X. Xxxxx
Name:Xxxxx X. Xxxxx
Title: President
CALIFORNIA LAND & CATTLE COMPANY
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: President
ST RANCH GENPAR, INC.
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: President
FW RANCH PARTNERS, L.P.
By: ST Ranch GenPar, Inc.,
its General Partner
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: President
/s/ Xxx X. Xxxx
Xxx X. Xxxx
FINE LINE INC.
By: X. X. Xxxxxx
Name: X. X. Xxxxxx
Title: Vice President
/s/ Xxxxx Xxxxx
XXXXX XXXXX
/s/ Xxxxxxx X. Xxxxxxx, Xx.
XXXXXXX X. XXXXXXX, XX.
/s/ Xxxxx Xxxxxxxx
XXXXX XXXXXXXX
XXXXX XXXXXXX XXXXXX GRANTOR TRUST
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Trustee
XXXXXX XXXXX XXXXXX GRANTOR TRUST
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Trustee
/s/ Xxxx X. Xxxxxxxx
XXXX X. XXXXXXXX
/s/ Xxxxxxx X. Xxxx
XXXXXXX X. XXXX
Exhibit A to Transferred Securities Agreement
Transferor Transferee
Western Farm & Cattle Company None
(0 Shares)
N.N. Investors, L.P. (7,349,760 shares) - California Land & Cattle
Company (73,498)
- Xxx X. Xxxx (5,568,000)
- Western Flow Line Inc.,
d/b/a Flow Line Inc.(1)
(1,484,800)
- Xxxxxxx X. Xxxxxxx, Xx. (371)
- Xxxxx Xxxxxxxx (74,240)
- Xxxxx X. Xxxxx (74,611)
- Xxxxx Xxxxxxx Xxxxxx Grantor
Trust(37,120)
- Xxxxxx Xxxxx Xxxxxx Grantor
Trust (37,120)
California Land & Cattle Company
(74,240 shares, plus 73,498 shares
from N.N. Investors) - Xxxxx X. Xxxxx(73,869)
- Xxxxxxx X. Xxxxxxx,
Xx.(73,869)
FW Ranch Partners, L.P.
(570,240 shares) - ST Ranch Genpar, Inc.(5,702)
- Xxx X. Xxxx (276,538)
- Xxxx X. Xxxxxxxx (216,000)
- Xxxxxxx X. Xxxx (72,000)
ST Ranch Genpar, Inc. (5,760
shares, plus 5,702 shares from
FW Ranch) - Xxx X. Xxxx (11,462)
-------------
(1) Western Flow Line Inc. (d/b/a/ Flow Line Inc.) transferred 1,484,000
shares to Fine Line Inc.
Total Shares held by each Transferee
at September 17, 1997
Holder Shares
------- ------
Xxx X. Xxxx 5,856,000
Xxxx X. Xxxxxxxx 216,000
Xxxxxxx X. Xxxx 72,000
Fine Line Inc. 1,484,800
Xxxxxxx X. Xxxxxxx, Xx. 74,240
Xxxxx Xxxxxxxx 74,240
Xxxxx X. Xxxxx 148,480
Xxxxx Xxxxxxx Xxxxxx Grantor Trust 37,120
Xxxxxx Xxxxx Xxxxxx Grantor Trust 37,120
