EXHIBIT 4.9
HANOVER COMPRESSOR COMPANY
1993 MANAGEMENT STOCK OFFERING
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT (this "Agreement") dated as of June 29, 1993,
between Hanover Compressor Company, a Delaware corporation (the "Company"), and
the individual named on the signature page hereof under the heading "PURCHASER"
("Purchaser"),
WITNESSETH:
WHEREAS, Purchaser desires to subscribe for and purchase from the Company,
and the Company desires to issue and to sell to Purchaser (i) for cash out of
Purchaser's own funds, the number of shares (the "Cash Shares") of common stock,
$.01 par value ("Common Stock"), of the Company set forth under the heading
"Cash Shares" on Schedule A attached hereto, (ii) out of the proceeds of a four-
year loan (a "Four Year Loan") to be made to Purchaser by the Company in
accordance with the terms of a loan agreement and a secured promissory note (the
"Four Year Note"), each substantially in the form attached as Exhibits C and D
to the Confidential Offering Memorandum (the "Memorandum") dated June 21, 1993,
previously delivered to Purchaser, the number of shares (the "Four Year Loan
Shares") set forth under the heading "Four Year Loan Shares" on Schedule A, and
(iii) out of the proceeds of a 90-day loan (a "90-day Loan") to be made to
Purchaser by the Company pursuant to a secured promissory note (the "90-day
Note") substantially in the form of Exhibit E to the Memorandum, the number of
shares (the "90-day Loan Shares") set forth under the heading 90-day Loan Shares
on Schedule A, in each case upon the terms and conditions hereinafter set forth.
The Four Year Loan Shares and the 90-day Loan Shares are sometimes collectively
referred to herein as the "Loan Shares" and the Loan Shares and the Cash Shares
are sometimes, collectively referred to herein as the "Shares"; and
WHEREAS, this Agreement is one of several agreements ("Other Purchaser
Agreements") being entered into concurrently herewith by the Company and certain
members of the management of the Company in connection with the offering (the
"Offering") made pursuant to the Memorandum.
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby acknowledge, agree and understand the
following:
1. Subscription. Subject only to the provisions of Sections 7 and 9 hereof,
Purchaser hereby irrevocably subscribes for the Shares under terms and
conditions set forth herein. The purchase price (the "Purchase Price") for each
Share shall be $725. The parties agree that notwithstanding anything herein to
the contrary, the Company reserves the absolute right (i) to reject any
subscription for any reason and (ii) to terminate or modify the Offering at any
time for any reason.
2. The closing. The closing of the purchase and sale of the Shares (the
"Closing") shall take place at the offices of the Company, 0000 Xxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxx, Xxxxx 00000 at 10:00 a.m., Dallas time on June 29, 1993, or
at such other place or time as shall be agreed upon by the parties hereto. The
date of the Closing is sometimes hereinafter referred to as the "Closing Date."
3. Deliveries by Purchaser.
(a) 1993 Stockholders' Agreement. Concurrently with his execution and
delivery of this Agreement, Purchaser shall deliver to the Company two executed
counterparts to the 1993 Stockholders' Agreement (the 1993 Stockholders'
Agreement") among the Company, Hanover Energy Holding Corporation, GKH Partners,
L.P., GKH Investments, L.P. and the other stockholders of the Company parties
thereto;
(b) Additional Deliveries. At or prior to the Closing, upon the terms
and subject to the conditions of this Agreement, Purchaser shall execute where
appropriate and deliver to the Company:
(i) a certified or bank cashier's check in the amount of the
Purchase Price for the Cash Shares;
(ii) to the extent any of the Shares subscribed for pursuant to
this Agreement are Loan Shares:
(A) a duly executed 90-day Note in an original principal
amount equal to the total Purchase Price for all such 90-day Loan
Shares to be funded by the proceeds of the 90-day Note and subscribed
for by Purchaser pursuant to this Agreement;
(B) a duly executed Four-Year Note in an original principal
amount equal to the total Purchase Price for all such Four Year Loan
Shares to be funded by the proceeds of the Four-Year Note and
subscribed for by Purchaser pursuant to this Agreement;
(C) two executed counterparts of that certain pledge
agreement (the "Pledge Agreement") between the Purchaser and the
Company effecting a pledge of all of the shares of Common Stock of the
Company owned or thereafter acquired by the Purchaser, substantially in
the Form attached to the Memorandum as Exhibit F; and
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(D) a Stock Power (the "Stock Power") duly executed in blank;
(iii) two executed counterparts of the Stock Option Agreement (the
"Option Agreement") between the Purchaser and the Company pursuant to the
Hanover Compressor Company 1993 Management Stock Option Plan;
(iv) a fully completed and executed IRS Form W-9; and
(v) two executed counterparts of this Agreement (including a fully
completed Schedule notary page and Spousal Consent (if applicable).
(c) Document Delivery; Escrow. All documents and funds (the "Funds")
delivered to the Company prior to the Closing Date (as hereinafter defined)
shall be delivered by Purchaser to Hanover Compressor Company, 0000 X. Xxxxxxx
Xxxxxxx, Xxxxxx, Xxxxx 00000 Attention: Xxxxxx Xxxxxxx. All such documents
and Funds will be deemed to be held in escrow until the Closing (as hereinafter
defined). The Funds shall be promptly deposited in an interest bearing,
segregated account and such Funds may be invested in treasury bills or other
cash equivalents, as determined in the sole and absolute discretion of the
Company. If acceptable subscriptions for all of the shares of Common Stock
offered hereby are received prior to the Closing Date and if the other
conditions set forth herein and in the Memorandum (collectively, the "Offering
Conditions") are satisfied prior to such Closing Date, all subscriptions will be
transferred from the segregated bank account to the Company, together with all
interest, if any, accrued or paid thereon. In the event the Offering Conditions
have not been satisfied in full prior to the Closing Date, the offering will be
terminated and all Funds will be returned to the Purchaser with a pro rata share
of interest earned thereon. Interest on Funds shall be calculated on the
basis of the amount of Funds invested by the Purchaser and the length of time
interest on such Funds was earned.
4. Deliveries by the Company. At the closing, upon the terms and subject to
the conditions of this Agreement, the Company shall deliver to Purchaser (i) a
certificate or certificates representing the Shares duly executed and
authenticated by the company; provided, however, that if any portion of the
Shares are being purchased with the proceeds of a 90-day Loan or a Four-Year
Loan, the Company shall retain possession of all of the shares in accordance
with the terms of the Pledge Agreement (ii) a copy of the fully executed 1993
Stockholders' Agreement (the original of which will be retained at the offices
of the Company) and (iii) a fully executed counterpart of Purchaser's Option
Agreement.
5. Representations and Warranties of Purchaser. Purchaser hereby represents
and warrants to the Company as follows:
(a) Investment Intention: No Resales. Purchaser is acquiring the Shares
for investment solely for his own account and not with a view to, or for resale
in connection with, the distribution or other disposition thereof. Purchaser
agrees and acknowledges that all dispositions of the Shares by Purchaser (other
than involuntary transfers) will comply with the provisions of this Agreement,
the provisions of the 1993 Stockholders' Agreement and the Pledge Agreement and
applicable provisions of state and federal securities law.
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(b) Certain Information Not Material. Purchaser has not received
individualized information relative to the compensation of the management which
information is acknowledged by Purchaser as not being material to Purchaser in
forming a basis for making an investment in the Shares or for any other purpose
in connection herewith.
(c) Shares Unregistered. Purchaser acknowledges and represents that he
has been advised by the Company that:
(i) the offer and sale of the Shares have not been registered under
the Securities Act of 1933, as amended (the "Securities Act"), or any state
securities laws;
(ii) the Shares must be held indefinitely and Purchaser must
continue to bear the economic risk of the investment in the Shares unless
the offer and sale of such Shares is subsequently registered under the
Securities Act and all applicable state securities laws or an exemption
from such registration is available;
(iii) there is no established market for the Shares and it is not
anticipated that there will be any public market for the Shares in the
foreseeable future; and
(iv) Rule 144 promulgated under the Securities Act may
not be presently available with respect to the sale of any securities of
the Company, and the Company has made no covenant to make such Rule
available; and
(v) when and if the Shares may be disposed of without
registration under the Securities Act in reliance on Rule 144, such
disposition may be made only in limited amounts in accordance with the
terms and conditions of such Rule;
(vi) a restrictive legend in the form heretofore set forth shall be
placed on the certificates representing the Shares; and
(vii) a notation shall be made in the appropriate records of the
Company indicating that the Shares are subject to restrictions on transfer
and appropriate stop transfer instructions will be issued with respect to
the Shares.
(d) Additional Investment Representations.
(i) Purchaser has carefully reviewed, is familiar with and
understands the Memorandum, the 1993 Stockholders' Agreement, the Note, the
Pledge Agreement, the Option Agreement and the other documents, records and
information, if any, requested by Purchaser or otherwise supplied by the
Company in connection with the Offering;
(ii) All documents, records and information pertaining to an
investment in the Company which have been requested by Purchaser have been
made available or delivered to Purchaser, except to the extent otherwise
addressed in the Memorandum;
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(iii) Purchaser is fully familiar with the business and operations
of the Company and has had an opportunity to ask questions of and receive
answers from the Company concerning the terms and conditions of his
investment and the financial condition, operations and prospects of the
Company;
(iv) No oral or written statement, printed material or inducement
given or made by the Company or any of the Company's affiliates is contrary
to the information contained in this Agreement, the Memorandum, the 1993
Stockholders' Agreement, the Note or the Pledge Agreement, and Purchaser
acknowledges and agrees that in making his decision to purchase the Shares
he has relied solely on such documents and the independent investigations
made by him and, to the extent believed by Purchaser to be appropriate, his
representatives, including his own professional, financial, legal, tax and
other advisors;
(v) Purchaser (A) has adequate means of providing for his current
financial needs and possible personal contingencies and has no need for
liquidity in his investment in the Shares, (B) can bear the economic risk
of losing his entire investment in the Shares, (C) has such knowledge and
experience in financial matters that he is capable of evaluating the
relative risks and merits of his purchase of the Shares, (D) is familiar
with the nature of, and risks attendant to, his purchase of the Shares, and
(E) has determined that the purchase of the Shares is consistent with
Purchaser's financial objectives;
(vi) Purchaser realizes that he may not be able to sell or dispose
of the Shares even in the event of a personal emergency. Purchaser's
overall commitment to investments which are not readily marketable
(including his investment in the Shares) is not disproportionate to his net
worth;
(vii) The address set forth on the signature page hereof is
Purchaser's true and correct residence, and Purchaser has no present
intention of becoming a domiciliary of any other state or jurisdiction;
(viii) Purchaser has no reason to anticipate any change in his
circumstances, financial or otherwise, which may cause or require any sale
or disposition by him of any of the Shares;
(ix) This Agreement has been duly and validly executed and
delivered by Purchaser and constitutes the valid and binding obligation of
Purchaser enforceable against him, his successors and assigns, including,
but not limited to, his estate and his spouse, in accordance with its
terms;
(x) Assuming the due execution and delivery of this Agreement by
the Company, this Agreement is a valid and binding obligation of the
Purchaser, enforceable against the Purchaser in accordance with its terms,
except as such enforcement may be subject to (i) bankruptcy: insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors rights generally and (ii) general principles
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of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law); and
(xi) The Company has not guaranteed, represented or warranted to
Purchaser either that (A) the Company will be profitable or that Purchaser
will realize profits, as a result of his investment in the Shares or (B)
the past performance or experience on the part of any officer, director,
stockholder, employee, agent, representative or affiliate thereof, or any
employee, agent, representative or affiliate of the Company will in any way
indicate the predictable results of ownership of the Shares.
6. Representations and Warranties of the Company. The Company represents
and warrants to Purchaser as follows:
(a) Organization; Qualification. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. The Company is duly qualified and in good standing as a foreign
corporation and is licensed, admitted or approved to do business as a foreign
corporation in each jurisdiction wherein the character of the it, or the nature
of the qualification necessary, except where the failure to qualify would not
have a material adverse effect on the Company, and would not have any adverse
effect on the enforceability of this Agreement, properties owned or held under
lease by business conducted by it, makes such qualification necessary, except
where the failure to qualify would not have a material adverse effect on the
Company, and would not have any adverse effect on the enforceability of this
Agreement.
(b) Authority. The Company has the requisite corporate power and
authority and full legal right to enter into this Agreement, to perform, observe
and comply with all of its agreements and obligations hereunder and to issue the
Shares to Purchaser.
(c) Due Authorization. The execution and delivery by the Company of
this Agreement, the performance by it of all of its agreements and obligations
under this Agreement and the Option Agreement, and the issuance of the Shares,
have been duly authorized by all necessary corporate action on the part of the
Company.
(d) Binding Obligation. Assuming the due execution and delivery of this
Agreement by Purchaser, this Agreement is a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, except as
such enforcement may be subject to (i) bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights generally and (ii) general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law).
(e) Capitalization. At the Closing Date, the authorized capital stock
of the Company will consist of 200,000 shares of Common Stock and 100,000 shares
of preferred stock. No other class or series of capital stock of the Company is
authorized. All of the outstanding shares of Common Stock, including the Shares,
will, at the time of issuance, have been duly authorized and issued and, upon
receipt by the Company of the Purchase Price for the Shares subscribed for
hereunder will be fully paid and non-assessable. There are no pre-emptive rights
relating to the
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capital stock of the Company other than those granted pursuant to the 1993
Stockholders' Agreement.
(f) Legend. Each certificate representing the Shares shall bear a
legend substantially to the following effect:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY STATE
SECURITIES LAWS. THE SHARES OF COMMON STOCK HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES OF COMMON STOCK
UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES
LAWS OR AN OPINION OF COUNSEL TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED. IN ADDITION, THE SALE, TRANSFER, PLEDGE OR OTHER
DISPOSITION OF THE SHARES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED
BY THE TERMS OF THAT CERTAIN 1993 STOCKHOLDERS' AGREEMENT DATED AS OF
_____________, ________, 1993 AMONG THE COMPANY AND EACH OF THE
STOCKHOLDERS SPECIFIED THEREIN, WHICH 1993 STOCKHOLDERS' AGREEMENT MAY
BE EXAMINED AT THE PRINCIPAL OFFICES OF THE COMPANY. THE SHARES OF
COMMON STOCK REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH (I)
SAID SECURITIES LAWS OR AN APPLICABLE EXEMPTION THEREFROM AND (II)
WITH SAID 1993 STOCKHOLDERS' AGREEMENT.
7. Conditions to Obligations of Purchaser. The obligation of Purchaser to
consummate the transactions contemplated by this Agreement shall be subject to
the satisfaction or waiver on or prior to the Closing Date of the following
conditions:
(a) Performance of Obligations. The Company shall have performed and
complied in all material respects with all obligations and agreements required
to be performed and complied with by it hereunder on or prior to the Closing
Date;
(b) Representations and Warranties. The representations and warranties
of the Company contained in this Agreement shall be true and correct in all
material respects as of the Closing Date as if made as of such date;
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(c) Loans. The Company shall have made available to Purchaser at the
Closing, as a loan (or loans), such portion of the Purchase Price for the Loan
Shares subscribed for hereunder as agreed to by Purchaser and the Company. Any
such loan shall be evidenced by Purchaser's delivery to the Company of the 90-
day Note and/or the Four-Year Note, as applicable, and Purchaser's obligations
thereunder shall be secured by Purchaser's execution, delivery and performance
of the Pledge Agreement; and
(d) Section 4 Obligations. The Company shall have fully complied with
all of its obligations under Section 4 hereof.
8. Conditions to Obligations of the Company. The obligation of the Company
to the transactions contemplated by this Agreement shall be subject to the
satisfaction or waiver on or prior to the Closing Date of the following
conditions:
(a) Performance of Obligations. Purchaser shall have performed and
complied in all material respects with all obligations and agreements required
to be performed and complied with by him hereunder on or prior to the Closing
Date;
(b) Representations and Warranties. The representations and warranties
of Purchaser contained in this Agreement shall be true and correct in all
material respects as of the Closing Date as if made as of such date;
(c) Offering. The Offering shall not have been terminated by the
Company; and
(d) Section 3(b) Obligations. Purchaser shall have fully complied with
all of its obligations under Section 3(b) hereof.
9. Mutual Conditions. The obligations of either party to consummate the
transactions contemplated by this Agreement shall be subject to the satisfaction
or waiver on or prior to the Closing Date of each of the offering Conditions.
10. Indemnification.
(a) Indemnification of the Company and the Company Affiliates. From and
after the date hereof, Purchaser shall indemnify and hold harmless the Company
and its predecessors, successors, officers, directors, employees,
representatives and agents (collectively, the "Indemnitees") from and against
any loss, damage or expense, including, without limitation, reasonable
attorneys' and consultants' fees, disbursements and expenses, suffered by any
one or more of the Indemnitees arising out of or resulting from any inaccuracy
in or breach of any of the representations, warranties, covenants or agreements
made by Purchaser herein.
(b) Indemnification of Purchaser. From and after the date hereof, the
Company shall indemnify and hold harmless Purchaser from and against any loss,
damage or expense, including, without limitation, reasonable attorneys' and
consultants' fees, disbursements and expenses suffered by Purchaser arising out
of or resulting from any inaccuracy in or breach of any of the representations,
warranties, covenants or agreements made by the Company herein.
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(c) Procedure for Claims. Within thirty days after obtaining
written notice of any claim or demand which has given rise to, or could
reasonably give rise to, a claim for indemnification hereunder, the party
seeking indemnification shall give written notice of such claim ("Notice of
Claim") to the other party. The Notice of Claim shall set forth a brief
description of the facts giving rise to such claim and the amount (or a
reasonable estimate) of the loss, damage or expense suffered, or which may be
suffered, by the party seeking indemnification.
Upon receiving the Notice of Claim, the indemnifying party shall resist,
settle or otherwise dispose of such claim in such manner as it shall deem
appropriate, including the employment of counsel, and shall be responsible for
the payment of all expenses, including the reasonable fees and expenses of such
counsel. The indemnified party shall have the right to employ separate counsel
in any such action and to participate in or assume the defense thereof, but the
fees and expenses of such counsel shall be at the indemnified party's expense
unless (i) the employment has been specifically authorized by the indemnifying
party in writing, (ii) the indemnifying party has failed to assume the defense
and employ counsel in a timely manner or (iii) the named parties to any action
(including any impleaded parties) include both Purchaser and the Company, and
the indemnified party has been advised by such counsel that representation of
the Company and the Purchaser by the same counsel would be inappropriate under
applicable standards of professional conduct due to actual or potential
differing interests between them (in which case, if the indemnified party
notifies the indemnifying party in writing that the indemnified party elects to
employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall have neither the right nor the obligation to assume the
defense of such action on behalf of the indemnified party).
(d) Third Party Beneficiaries. Nothing contained in this Section 10
shall confer any rights upon, or inure to the benefit of, any third party other
than those parties specified in Sections 10(a) and 10(b) above, it being
understood that such specified parties, to the extent not actually parties
hereto, shall be third party beneficiaries.
11. Miscellaneous.
(a) Notices. All notices, offers or other communications required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be considered as properly given or made on the earliest to occur of (i) personal
delivery, (ii) two days after being delivered to a nationally recognized
overnight mail delivery or courier service, (iii) five days after being mailed
by certified mail, return receipt requested, postage prepaid, or (iv) by prepaid
telegram or facsimile transmission (with written confirmation of receipt). All
notices given or made pursuant hereto shall be addressed to the Company at its
principal office and to Purchaser at his address appearing on the signature page
hereof under the heading "PURCHASER". The address of any party hereto may be
changed by a notice in writing given in accordance with the provisions hereof.
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(b) Effect and Interpretation. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware without regard
to the conflicts of laws provisions thereof.
(c) Entire Agreement. This Agreement and the additional documents
listed on Schedule B and any Exhibits or Schedules attached hereto or thereto
(the "Additional Documents"), which documents are incorporated herein by this
reference, constitute the entire agreement between the parties hereto with
respect to the subject matter hereof any may be amended only by a writing
executed by all parties. This Agreement and the Additional Documents and the
information contained herein and therein expressly supersede all understandings
and agreements of the parties, whether written or oral, between the parties with
respect to the subject matter hereof.
(d) Successors. This Agreement and all the terms and provisions hereof
shall be binding upon and shall inure to the benefit of the parties hereto, and
their respective heirs, legal representatives, permitted successors and
permitted assigns. Notwithstanding anything herein to the contrary, respective
rights and obligations of the parties may not be assigned without the written
consent of the other party.
(e) Pronouns and Headings. As used herein, all pronouns shall include
the masculine, feminine, neuter, singular and plural wherever the context and
facts require such construction. The descriptive headings in the sections of
this Agreement are inserted for convenience of reference only and shall not
control or affect the meaning or construction of any of the provisions hereof.
(f) Severability. If any provision of this Agreement is held by a court
of competent jurisdiction to be invalid, illegal or unenforceable, such
provision shall be severed and enforced to the extent possible or modified in
such a way as to make it enforceable, and the invalidity, illegality or
unenforceability thereof shall not affect the validity, legality or
enforceability of the remaining provisions of this Agreement.
(g) Certain Tax Matters. Under section 1445(e) of the Internal Revenue
Code of 1986, as amended, a corporation, partnership, trust or estate must
withhold tax with respect to certain transfers of property if a holder of the
interest in the entity is a foreign person. To inform the Company that no
withholding is required with respect to any of the Shares, Purchaser hereby
certifies as follows: (1) he is not a nonresident alien for purposes of U.S.
income taxation; (2) his social security number is as set forth on the signature
page hereto; and (3) his home address is as set forth an the signature page
hereto. Purchaser understands under penalties of perjury that this certification
may be disclosed to the Internal Revenue Service and that any false statement he
has made here could be punished by fine, imprisonment or both. The Purchaser has
completed and submitted herewith a Form W-9 relative to his taxpayer
identification number and other matters and does hereby represent and warrant
that such form is complete, true and correct.
(h) Counterparts. This Agreement may be executed simultaneously in one
or more counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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(i) Consent of Spouse; Insertion in Will. Purchaser if married, or, if
currently unmarried, each Purchaser upon his marriage, agrees to obtain the
consent and approval of his spouse, to all of the terms and provisions of this
Agreement by the execution hereof by such spouse. Purchaser agrees to insert in
his last will and testament, or other similar instrument, or execute a codicil
thereto, directing and authorizing his personal representatives to fulfill and
comply with the provisions, hereof.
(j) Effectiveness; Termination. In the event this agreement is
terminated for any reason, the parties hereto shall have no further obligations
to each other, except that in the event of a complete or partial performance of
the terms hereof which occurs prior to any termination hereof, (i) Purchaser
shall promptly return to the Company all certificates in his possession
representing the Shares, if any, and (ii) the Company shall promptly refund the
Purchase Price to Purchaser, if paid.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
THE COMPANY:
-----------
HANOVER COMPRESSOR COMPANY, a
Delaware corporation
By:____________________________
Xxxxxxx X. Xxxxxxxx
Executive Vice President
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1993 MANAGEMENT STOCK OFFERING
SUBSCRIPTION AGREEMENT
PURCHASER SIGNATURE PAGE
PURCHASER:
______________________________________
Name:_________________________________
Social Security No.___________________
Home Address:
______________________________________
______________________________________
______________________________________
SPOUSAL CONSENT
The undersigned, a spouse of one of Purchaser who is a party to the
foregoing Subscription Agreement, hereby consents to the execution of the
foregoing Subscription Agreement pursuant to the Offering and the consummation
of the transactions contemplated thereby by his/her spouse, and to the extent
the undersigned has or hereafter acquires a interest in and to the property and
subject matter of the Subscription Agreement hereby agrees to bound by the terms
of such Subscription Agreement.
Date:____________________ ___________________________
___________________________
Name:
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NOTARY PAGE
-----------
STATE OF________________)
COUNTY OF_______________)
I, _______________________________________, a Notary Public in and for
said County, in the State aforesaid, do hereby certify that
_____________________________ appeared before me this day in person, and
acknowledged and swore that he signed, sealed, and delivered the said instrument
as his respective free and voluntary act and deed for the uses and purposes
therein set forth, and that the statements contained therein are true.
Given under my hand and notarial seal as of the _______ day of ___________,
1993.
My Commission expires:
____________________________
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SCHEDULE A
Shares Subscribed For
------------------------------------------------------------------------
Type of Share Number of Shares Consideration
------------------------------------------------------------------------
Cash Shares/1/
------------------------------------------------------------------------
90-Day Loan Shares
------------------------------------------------------------------------
Four-Year Loan Shares/2/
------------------------------------------------------------------------
Total
------------------------------------------------------------------------
------------------------
/1/ Purchaser must subscribe for a minimum of 7 Shares hereunder, unless
otherwise specifically authorized by the Company in its sole discretion.
There is no maximum subscription.
/2/ Purchaser may subscribe for Four Year Loan Shares purchased with the
proceeds of a Four Year Note in any amount up to twice the sum of (i)
number of Cash Shares subscribed for pursuant to the Offering, (ii) the
number of 90-day Loan Shares purchased with the proceeds of a 90-day Note
subscribed for by Purchaser pursuant to the offerings, and (iii) the
number of shares of Common Stock currently owned by Purchaser and (iv) the
number of shares of Common Stock for which Purchaser has the vested option
to acquire. Additional information with respect to the maximum number of
Loan Shares may be obtained from
[_____________________________________________________]
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SCHEDULE B
Additional Documents
A - 1993 Stockholders' Agreement
B - Form of Loan Agreement
C - Form of Four Year Secured Promissory Note
D - Form of 90-Day Secured Promissory Note.
E - Form of Pledge Agreement
F - Confidential Offering Memorandum
G - 1993 Management Stock Option Plan
H - Form of Stock Option Agreement Under the 1993 Management Stock Option Plan
I - Form of 1993 Incentive option Plan
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