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SHAREHOLDERS AGREEMENT
Dated as of November 20, 1997
By and Among
THE SHAREHOLDERS SIGNATORY HERETO
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TABLE OF CONTENTS
Page
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ARTICLE I - CERTAIN DEFINITIONS .............................................3
ss.1.1 Certain Definitions .............................................3
ARTICLE II - TRANSFER OF SECURITIES .........................................7
ss.2.1 Restrictions ....................................................7
ss.2.2 Permitted Transfers .............................................8
ss.2.3 Sales by NPR Subject to Tag-Along Rights .......................10
ss.2.4 Grant of Drag-Along Rights .....................................11
ss.2.5 Grant of Preemptive Rights .....................................12
ss.2.6 Right of First Offer ...........................................12
ARTICLE III - PUT RIGHTS ...................................................14
ss.3.1 Granting of Put, Put Option Purchase Price .....................14
ss.3.2 Put Notice .....................................................14
ss.3.3 Party Actions ..................................................14
ss.3.4 Obligation to Purchase Shares ..................................14
ARTICLE IV - SPECIAL RIGHT OF REPURCHASE ...................................15
ss.4.1 Granting of Call, Call Option Purchase Price ...................15
ss.4.2 Repurchase Notice ..............................................15
ss.4.3 Party Actions ..................................................15
ss.4.4 Obligation to Purchase Shares ..................................15
ARTICLE V - OTHER AGREEMENTS ...............................................15
ss.5.1 Voting Agreement ...............................................15
ss.5.2 Information ....................................................16
ss.5.3 NPR Purchase Requirement .......................................16
ss.5.4 Amendment to Joint Venture Agreement ...........................16
ARTICLE VI - MISCELLANEOUS .................................................16
ss.6.1 Entire Agreement ...............................................16
ss.6.2 Captions .......................................................16
ss.6.3 Counterparts ...................................................16
ss.6.4 Information Rights and Access Rights ...........................16
ss.6.5 Notices ........................................................17
ss.6.6 Successors and Assigns .........................................18
ss.6.7 Governing Law ..................................................18
ss.6.8 Submission to Jurisdiction .....................................18
ss.6.9 Benefits Only to Parties .......................................19
ss.6.10 Termination ...................................................19
ss.6.11 Amendments; Waivers ...........................................19
ss.6.12 Specific Performance ..........................................19
(i)
SHAREHOLDERS AGREEMENT
SHAREHOLDERS AGREEMENT, dated as of November 20, 1997, by and among each
of the individuals and entities listed on Schedule 1.0 attached hereto (each
such Person and each Permitted Transferee, individually, a "Shareholder", and
collectively, the "Shareholders") as Shareholders of Transroll Navieras Express,
Inc., a corporation organized under the laws of Liberia (the "Company").
WITNESSETH:
WHEREAS, NPR and the Minority Shareholders each desire to enter into
this Agreement, inter alia, to regulate and limit certain rights in connection
with the shares of the capital stock of the Company now or hereafter owned by
the Shareholders (the "Shares") and to limit the sale, assignment, transfer,
encumbrance or other disposition of the Shares and to provide for the consistent
and uniform management of the Company as set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants herein set
forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
ss.1.1 Certain Definitions. For purposes of this Agreement, the
following terms shall have the following meanings:
"Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling (including but not limited to all directors
and officers of such Person), controlled by, or under direct or indirect common
control with, such Person; provided, however, that, an Affiliate shall include
any entity that directly or indirectly (including through limited partner or
general partner interests) owns more than five percent (5%) of any class of the
capital stock of any other entity.
"Agreement" shall mean this Agreement, as it may be amended, supplemented
or modified in accordance with the terms hereof, from time to time.
"Board" shall mean the Board of Directors of the Company.
"Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in the City of New York
are authorized or obligated by law or executive order to close.
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"Call Option Purchase Price" shall mean, with respect to the right of NPR
to purchase the Minority Shareholder Shares pursuant to any Repurchase Notice
delivered in accordance with Article IV hereof, the Market Price of a share of
Common Stock as of the Repurchase Date, multiplied by the number of Minority
Shareholder Shares subject to the Repurchase Notice.
"Closing Date" shall have the meaning set forth in the Stock Purchase
Agreement.
"Commission" shall mean, at any time, the Securities and Exchange
Commission or any other federal agency then administering the Securities Act
and other Federal securities laws.
"Common Stock" shall mean the common stock, no par value per share, of the
Company.
"Common Stock Per Share Market Value" shall mean the price per share of
Common Stock obtained by dividing (A) the Market Value by (B) the number of
shares of Common Stock outstanding at the time of determination.
"Company" shall have the meaning set forth in the first paragraph of this
Agreement.
"Drag-Along Notice" shall have the meaning set forth in Section 2.4(a) of
this Agreement.
"Effective Date" shall mean the date which is the fourth anniversary of the
Closing Date.
"First Offer Notice" shall have the meaning set forth in Section 2.6 of
this Agreement.
"Independent Financial Expert" shall mean a nationally recognized
investment banking firm (a) that does not (and whose directors, officers,
employees and Affiliates do not) have a direct or indirect material financial
interest in the Company, (b) that has not been, and, at the time it is called
upon to serve as an Independent Financial Expert under this Agreement is not
(and none of whose directors, officers, employees or Affiliates is) a promoter,
director or officer of the Company or any of the Shareholders, (c) that has not
been retained during the preceding two years by the Company or any of the
Shareholders for any purpose, and (d) that is otherwise qualified to serve as an
independent financial advisor. Any such Person may receive customary
compensation for opinions or services it provides as an Independent Financial
Expert.
"Market Price" shall mean, with respect to a share of Common Stock on any
Business Day:
(a) if the Common Stock is Publicly Traded at the time of
determination, the average of the closing prices on such day of the Common
Stock on all domestic securities exchanges on which the Common Stock is
then listed, or, if there have been no sales on any such exchange on such
day, the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day or, if on any such day the Common Stock is
not so listed, the average of the representative bid and asked prices
quoted on NASDAQ as of 4:00 P.M., New York time, on such day, or if on any
day such security is not quoted on NASDAQ, the average of the highest bid
and lowest asked prices on such day in the domestic over-the-counter market
as reported by the National Quotation Bureau, Incorporated, or any similar
successor organization, in each such case averaged over a
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period of twenty (20) days consisting of the day as of which "Market Price"
is being determined and the nineteen consecutive Business Days prior to
such day, or
(b) if the Common Stock is not Publicly Traded at the time of
determination, the Common Stock Per Share Market Value.
"Market Value" shall mean the highest price that would be paid for the
outstanding Common Stock of the Company on a going-concern basis in an
arm's-length transaction between a willing buyer and a willing seller (neither
acting under compulsion), using valuation techniques then prevailing in the
securities industry (but without giving effect to any discount in respect of a
minority interest or lack of liquidity) and determined in accordance with the
Valuation Procedure, and assuming full disclosure and understanding of all
relevant information and a reasonable period of time for effectuating such sale.
For the purposes of determining the Market Value, any contractual limitation in
respect of the shares of Common Stock relating to voting rights, shall be deemed
to have been eliminated or cancelled.
"Minimum Terms" shall have the meaning set forth in Section 2.6 of this
Agreement.
"Minority Shareholder" shall mean each Shareholder other than NPR and NPR's
Permitted Transferees.
"Minority Shareholder Shares" shall mean and include, at any time, (i) all
Shares held by the Minority Shareholders and (ii) all Shares held by Permitted
Transferees of Minority Shareholders (it being understood that any Minority
Shareholder Shares transferred by a Minority Shareholder to a Permitted
Transferee in a Permitted Transfer described in Section 2.2(a)(i) or Section
2.2(a)(ii) shall remain Minority Shareholder Shares and such Permitted
Transferee shall thereafter be a Minority Shareholder hereunder).
"NASDAQ" means the Nasdaq Stock Market, Inc.
"New Securities" shall mean (i) shares of Common Stock, (ii) any other
equity security of the Company, (iii) any debt security of the Company which by
its terms is convertible into or exchangeable for any equity security of the
Company or has any other equity feature, (iv) any security of the Company that
is a combination of debt and equity or (v) any option, warrant or other right to
subscribe for, purchase or otherwise acquire any equity security or any such
debt security of the Company; provided that "New Securities" shall not include
shares of Common Stock sold in an initial public offering of Common Stock which
yields at least five million dollars ($5,000,000) of net proceeds to the
Company.
"NPR" shall mean NPR Holding Corporation, a Delaware corporation.
"NPR Stock" shall have the meaning set forth in Section 2.3(a) of this
Agreement.
"Option Period" shall have the meaning set forth in Section 2.6 of this
Agreement.
"Participant" shall have the meaning set forth in Section 2.3(b) of this
Agreement.
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"Permitted Transfer" shall have the meaning set forth in Section 2.2(a) of
this Agreement.
"Permitted Transferee" shall have the meaning set forth in Section 2.2(a)
of this Agreement.
"Person" shall mean and include natural persons, corporations, limited
partnerships, general partnerships, joint stock companies, joint ventures,
associations, companies, trusts, banks, trust companies, land trusts, business
trusts or other organizations, whether or not legal entities, and governments
and agencies and political subdivisions thereof.
"Preemptive Notice" shall have the meaning provided in Section 2.5 of this
Agreement.
"Publicly Traded" shall mean, with respect to any security, that such
security is (a) listed on a domestic securities exchange, (b) quoted on NASDAQ
or (c) traded in the domestic over-the-counter market, which trades are reported
by the National Quotation Bureau, Incorporated.
"Put/Call Expiration Date" shall have the meaning set forth in Section 3.1
of this Agreement.
"Put Notice" shall have the meaning provided in Section 3.1 of this
Agreement.
"Put Option Purchase Price" shall mean, with respect to the right of any
Minority Shareholder to require NPR to purchase the Minority Shareholder Shares
pursuant to a Put Notice delivered in accordance with Article III hereof by any
Minority Shareholder, the Market Price of a share of Common Stock as of the Put
Repurchase Date, multiplied by the number of Minority Shareholders Shares
subject to the Put Notice.
"Put Repurchase Date" shall have the meaning set forth in Section 3.4 of
this Agreement.
"Pyramid" shall mean Pyramid Ventures, Inc.
"Regulation Y" shall mean Regulation Y promulgated by the Board of
Governors of the Federal Reserve, pursuant to the Bank Holding Company Act of
1956, as amended, or any successor regulation thereto.
"Repurchase Date" shall have the meaning set forth in Section 4.4 of this
Agreement.
"Repurchase Notice" shall have the meaning set forth in Section 4.1 of this
Agreement.
"SBIA" shall mean the Small Business Investment Company Act of 1958, as
amended, and the rules and regulations promulgated thereunder.
"Securities Act" shall have the meaning set forth in Section 2.1(c) of
this Agreement.
"Shareholder" shall have the meaning set forth in the first paragraph of
this Agreement.
"Shares" shall have the meaning set forth in the recitals of this
Agreement.
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"Stock Purchase Agreement" shall mean that certain Stock Purchase Agreement
by and among NPR Holding Corporation, the shareholders of Xxxx Cargo Systems,
Inc. and NPR, dated September 25, 1997, as amended from time to time, and in
effect on the date hereof.
"Tag-Along Notice" shall have the meaning set forth in Section 2.3(a) of
this Agreement.
"Third Party Offeror" shall have the meaning set forth in Section 2.6 of
this Agreement.
"Transfer" shall have the meaning set forth in Section 2.1(a) of this
Agreement.
"Transferring Shareholder" shall have the meaning set forth in Section 2.7
of this Agreement.
"Valuation Procedure" shall mean, with respect to the determination of any
amount or value required to be determined in accordance with such procedure, a
determination (which shall be final and binding on NPR and the Minority
Shareholders) made (i) by agreement among NPR and the Minority Shareholders
holding a majority of the Minority Shareholder Shares within twenty (20) days
following the event requiring such determination; or (ii) in the event the
Minority Shareholders and NPR cannot reach an agreement with respect to such
amount or value, by an Independent Financial Expert selected by the mutual
agreement of NPR and the Minority Shareholders holding a majority of the
Minority Shareholder Shares within 10 days following the expiration of the
twenty (20) day period set forth in item (i) above; and (iii) in the event the
Minority Shareholders and NPR cannot agree on an Independent Financial Expert,
then each of NPR and the Minority Shareholders holding a majority of the
Minority Shareholder Shares shall select an Independent Financial Expert, which
two Independent Financial Experts shall select a third Independent Financial
Expert to perform the valuation within ten (10) days following the expiration of
the ten (10) day period set forth in item (ii) above. The Independent Financial
Expert shall be retained pursuant to an engagement letter mutually acceptable to
NPR and the Minority Shareholders holding a majority of the Minority Shareholder
Shares and shall be instructed by NPR and the Minority Shareholders holding a
majority of the Minority Shareholder Shares to make its determination within
twenty (20) days of its selection. The fees and expenses of an Independent
Financial Expert selected hereunder shall be paid fifty percent (50%) by NPR and
fifty percent (50%) by the Minority Shareholders.
ARTICLE II
TRANSFER OF SECURITIES
ss.2.1 Restrictions. (a) No Shareholder shall sell, assign, pledge, or
in any manner, transfer any Shares or any right or interest therein, to any
Person (each such action, a "Transfer") except for Permitted Transfers.
(b) From and after the date hereof, all share certificates representing
Shares held by any of the Shareholders shall bear a legend which shall state as
follows:
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The shares represented by this certificate are subject to certain
restrictions against transfer set forth in a Shareholders Agreement, dated
as of November 20, 1997, as may be amended from time to time.
(c) In addition to the legend required by Section 2.1(b) above, all share
certificates representing Shares held by any of the Shareholders shall bear a
legend which shall state as follows:
The shares represented by this certificate have not been registered under
the Securities Act of 1933, as amended (the "Securities Act"), and such
shares may not be offered, sold, pledged or otherwise transferred except
(1) pursuant to an exemption from, or in a transaction not subject to, the
registration requirements under the Securities Act or (2) pursuant to an
effective registration statement under the Securities Act, in each case in
accordance with any applicable securities laws of any State of the United
States.
(d) In addition to the legends required by Sections 2.1(b) and (c) above,
all share certificates representing Minority Shareholder Shares shall bear a
legend which shall state as follows:
The shares represented by this certificate are also subject to a right to
purchase by NPR Holding Corporation as described in Article IV of the
Shareholders Agreement referred to above.
Any Minority Shareholder Shares transferred by a Minority Shareholder in a
Permitted Transfer described in Section 2.2(a)(i), (ii), (iii) or (v) shall bear
the legends required by this Section 2.1(d).
ss.2.2 Permitted Transfers. (a) Notwithstanding anything to the contrary
contained herein, a Shareholder may at any time effect any of the following
Transfers (each a "Permitted Transfer", and each transferee of such Shareholder
in respect of such Transfer, a "Permitted Transferee"):
(i) A Transfer of any or all Shares owned by a Shareholder who is a
natural person following such Shareholder's death by will or intestacy to
such Shareholder's legal representative, heir or legatee;
(ii) A Transfer of any or all Shares owned by a Shareholder who is a
natural person as a gift or gifts during such Shareholder's lifetime to
such Shareholder's spouse, children, grandchildren or a trust or other
legal entity for the benefit of such Shareholder or any of the foregoing;
(iii) A Transfer of any or all Shares owned by a Minority Shareholder
who is not a natural person to any Affiliate of such Minority Shareholder
or pursuant to Section 2.2(b);
(iv) A Transfer of any or all Shares owned by NPR to any Affiliate
(without giving effect to the proviso contained in the definition of
"Affiliate") of NPR; and
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(v) A Transfer of any or all Shares by a Shareholder which is made
pursuant to the terms set forth in Sections 2.3, 2.4 or 2.6.
(b) Anything herein to the contrary notwithstanding, in the event that
Pyramid or any of its Affiliates shall deliver to NPR an opinion of counsel to
Pyramid or such Affiliate, to the effect that if Pyramid or such Affiliate,
shall continue to hold some or all of the Shares of the Company held by it,
there is a material risk that such ownership will result in the violation of any
statute, regulation or rule of any governmental authority (including, without
limitation, Regulation Y and the SBIA), Pyramid or such Affiliate, may sell,
exchange or otherwise dispose of some or all of such Shares, in as prompt and
orderly a manner as is reasonably necessary to a third party or third parties,
subject to the right of first offer contained in Section 2.6 hereof. In such
event, NPR shall, and shall use its reasonable best efforts to cause the Company
to, cooperate with Pyramid in, (i) disposing of such Shares or (ii) to the
extent Pyramid holds voting Shares, exchanging all or any portion of the voting
Shares owned by Pyramid on a share-for-share basis for shares of a non-voting
security of the Company (such non-voting security being identical in all
respects to such voting Shares, except that such securities shall be non-voting
and shall be convertible or exercisable into voting securities on such
conditions as are requested by Pyramid or such Affiliate in light of the
regulatory considerations prevailing). Without limiting the foregoing, at the
request of Pyramid or such Affiliate, NPR shall, to the extent within its
control, and shall use its reasonable best efforts to cause the Company to, (i)
provide (and authorize Pyramid or such Affiliate, to provide) financial and
other information concerning the Company to any prospective purchaser of such
Shares owned by Pyramid or such Affiliate, (ii) amend this Agreement, the
certificate of incorporation of the Company, the by-laws of the Company, and any
related agreements and instruments and (iii) take such additional actions, in
each case to the extent necessary, in order to effectuate and reflect the
foregoing. The provisions of this Section 2.2(b) shall inure solely to the
benefit of Pyramid and its Affiliates which are subject to the provisions of the
Bank Holding Company Act of 1956, as amended (including Regulation Y) or the
SBIA.
(c) In any such Transfer referred to above in Section 2.2(a) and as a
condition to such Transfer (other than with respect to a Transfer referred to
above in 2.2(a)(i)), the Permitted Transferee shall agree in writing to be bound
by all the provisions of this Agreement and shall execute and deliver to the
other Shareholders a counterpart to this Agreement. Each Permitted Transferee of
a Minority Shareholder shall hold such Minority Shareholder Shares subject to
the provisions of this Agreement as a "Minority Shareholder" hereunder as if
such Permitted Transferee were an original signatory hereto and shall be deemed
to be a party to this Agreement. In the event any Permitted Transferee of a
Permitted Transfer effected other than in accordance with Section 2.2(a)(i)
hereof does not execute and deliver a counterpart to this Agreement as required
above, such Transfer shall be void and of no force or effect, and the
Shareholder who attempted to effect such Transfer shall continue to be the
record and beneficial owner of the Shares which were the subject of such
purported Permitted Transfer. Any Permitted Transferee of a Permitted Transfer
effected pursuant to Section 2.2(a)(i) (including, without limitation, any legal
xxxxxxxxxxxxxx, xxxx, xxxxxxx, xxxxxx, personal representative and executor)
shall, automatically without any further action of any Person, be entitled to
the benefits of this Agreement and shall be subject to the obligations and
restrictions contained in this Agreement, with respect to the Shares held by
such Person.
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ss.2.3 Sales by NPR Subject to Tag-Along Rights. (a) In the event that
NPR proposes to effect a Transfer (other than a Permitted Transfer effected
pursuant to Section 2.2(iv) above) of a number of Shares owned by NPR, which
when aggregated with all other Shares transferred by NPR after the date hereof,
equals or exceeds ten percent (10%) of the Shares owned by NPR on the date
hereof (the "NPR Stock"), then NPR shall promptly give written notice (the
"Tag-Along Notice") to the Minority Shareholders at least thirty (30) days prior
to the closing of such Transfer. The Tag-Along Notice shall describe in
reasonable detail the proposed sale including, without limitation, the number of
shares of NPR Stock to be purchased, the name of the transferee, the purchase
price of each share of NPR Stock to be sold, any other significant terms of such
sale and the date such proposed sale is expected to be consummated.
(b) Each Minority Shareholder shall have the right, exercisable upon
written notice to NPR within twenty (20) Business Days after receipt of the
Tag-Along Notice, to participate in such sale of NPR Stock on the same terms and
conditions as are set forth in the Tag-Along Notice and to sell that number of
the Shares owned by it as determined in accordance with the calculation set
forth below. Each Minority Shareholder electing to participate in the sale
described in the Tag-Along Notice (each a "Participant") shall indicate in its
notice of election to NPR the maximum number of its Shares it desires to sell in
such sale. Each such Participant shall be entitled to sell a "pro rata portion"
of such maximum number. To the extent one or more of the Minority Shareholders
exercise such right of participation in accordance with the terms and conditions
set forth in this Section 2.3, the number of shares of NPR Stock that NPR may
sell in the transaction shall be correspondingly reduced by the aggregate amount
to be sold by all Participants. For purposes of this Section 2.3, "pro rata
portion" shall mean for each Participant a fraction the numerator of which is
the total number of Shares actually sold by NPR pursuant to the sale proposed in
the Tag-Along Notice and the denominator of which is the total number of Shares
owned by NPR immediately prior to the sale proposed in the Tag-Along Notice.
(c) Any Participant shall effect its participation in the sale by
delivering on the date scheduled for such sale to NPR for delivery to the
prospective transferee one or more certificates, in proper form for transfer,
which represent the number of Shares which such Participant is entitled to sell
in accordance with this Section 2.3. NPR shall concurrently therewith remit to
each such Participant that portion of the sale proceeds to which such
Participant is entitled by reason of its participation in such sale. The sale of
Shares owned by any Participant pursuant to this Section 2.3 shall be effected
on substantially the terms and conditions set forth in such Tag-Along Notice;
provided, however, no Minority Shareholder shall be required to make any
representations, warranties, or covenants in connection with such sale, other
than with respect to title of such Minority Shareholder to such Shares and the
ability of such Minority Shareholder to transfer such Shares and shall not be
obligated to agree to any contractual indemnifications in respect of such
representations or otherwise with respect to any sale contemplated by this
Section 2.3 in excess of the lower of (i) such Minority Shareholder's pro rata
portion (based upon the total consideration received by such Minority
Shareholder divided by the total consideration received in such sale) of any
indemnification payments made by NPR and the Minority Shareholders to the
transferees of the Shares and (ii) the net proceeds actually received by such
Minority Shareholder in connection with such sale.
(d) Subject to the next sentence, each Participant shall receive the same
amount and type of consideration on a share-for-share basis as each other
Shareholder participating in any sale
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effected pursuant to the terms of this Section 2.3 (including, without
limitation, NPR) and, in each case, on the same terms and conditions. In
connection with a sale effected pursuant to this Section 2.3, if NPR or any of
its Affiliates receive any consideration or benefits of any type which are not
shared pro rata with each Participant then NPR or such Affiliate shall pay to
each other Shareholder, in cash or in kind at NPR's or such Affiliate's option,
each such Shareholder's pro rata portion of the present fair market value of
such consideration or benefits, determined pursuant to the Valuation Procedure.
(e) The exercise or non-exercise of the rights of the Minority Shareholders
hereunder to participate in one or more sales of Shares made by NPR shall not
adversely affect their rights to participate in subsequent sales of Shares
subject to this Section 2.3.
(f) In the event that no Minority Shareholder participates in a proposed
sale on the terms set forth in the Tag-Along Notice, NPR shall be entitled to
make such a sale within ninety (90) days of the delivery of the Tag-Along Notice
at a price per Share no higher, on terms no more favorable to NPR than those
contained in the Tag-Along Notice and only to the transferee set forth in the
Tag-Along Notice. NPR shall be required to deliver another Tag-Along Notice with
respect to any sale (i) after such 90-day period, or (ii) before such 90-day
period with respect to any sale that includes more favorable terms, a higher
price per Share or other transferee.
ss.2.4 Grant of Drag-Along Rights. (a) For so long as NPR owns at least
fifty percent (50%) of the Shares owned by NPR on the date hereof, in the event
that NPR determines to sell all of the Shares owned by NPR in a single
arms-length transaction to any non-Affiliated (both before and after giving
effect to the transaction) Person pursuant to a bona fide written offer to
acquire all of the outstanding Shares owned by NPR, NPR may send written notice
(the "Drag-Along Notice") to each of the Minority Shareholders at least twenty
(20) Business Days prior to the closing of such sale. The Drag-Along Notice
shall describe in reasonable detail the proposed sale including, without
limitation, the number of Shares to be purchased, the name of the transferee,
the purchase price of each Share to be sold by NPR and the date such proposed
sale is expected to be consummated.
(b) In the event that NPR shall provide each Minority Shareholder with a
Drag-Along Notice, NPR shall have the right to require each of the Minority
Shareholders to sell all of its Shares for cash at a price equal to the greater
of (i) the purchase price per share of the Shares to be sold by NPR and (ii) the
Market Price per Share determined in accordance with the Valuation Procedure. No
Minority Shareholder shall be required to make any representations, warranties,
or covenants in connection with such sale, other than with respect to title of
such Minority Shareholder to such Shares and the ability of such Minority
Shareholder to transfer such Shares and shall not be obligated to agree to any
contractual indemnifications in respect of such representations or otherwise
with respect to any sale contemplated by this Section 2.4 in excess of the lower
of (i) such Minority Shareholder's pro rata portion (based upon the total
consideration received by such Minority Shareholder divided by the total
consideration received in such sale) of any indemnification payments made by NPR
and the Minority Shareholders to the transferees of the Shares and (ii) the net
proceeds actually received by such Minority Shareholder in connection with such
sale.
(c) At the closing of such sale pursuant to this Section 2.4, each such
Minority Shareholder shall deliver to the prospective transferee one or more
certificates evidencing the
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number of Shares being sold in proper form for transfer with appropriate
duly executed assignments, stock powers or endorsements, free and clear of any
and all claims, liens and encumbrances.
(d) No Minority Shareholder shall be obligated to make any out-of-pocket
expenditure prior to the consummation of such sale (excluding modest
expenditures for its postage, copies, etc., and the fees and expenses of its own
counsel retained by it), and no Minority Shareholder shall be obligated to pay
more than its pro rata share (based upon the amount of consideration received
for or with respect to their Shares) of reasonable expenses incurred in
connection with such sale to the extent such costs are incurred for the benefit
of all Shareholders and are not otherwise paid for by NPR or the proposed
transferee.
(e) In connection with a sale effected pursuant to this Section 2.4,
neither NPR nor any of its Affiliates shall be entitled to receive any
consideration or benefits of any type which are not shared pro rata with each
Participant. In addition, no Minority Shareholder shall be required in any
circumstance to accept consideration for their Shares in a form other than cash.
ss.2.5 Grant of Preemptive Rights. (a) Each of the Shareholders agrees
that it will use its reasonable best efforts to cause the Company to
provide the Minority Shareholders with a preemptive right to purchase a portion
of any New Securities that the Company may from time to time after the date
hereof propose to issue such that the Shareholders shall have the right to
purchase a number of New Securities that will result in each such Shareholder
maintaining its percentage ownership interest in the Company, on terms and
conditions substantially similar to those set forth in Section 2.5(b) hereof.
(b) In the event and on each occasion that the Company issues New
Securities to NPR and not to the Minority Shareholders where the Minority
Shareholders were not provided with the right (including, reasonable notice
thereof) to purchase such New Securities on a pro rata basis with, and on the
same terms and conditions, as NPR, then NPR hereby agrees to offer to the
Minority Shareholders the right to purchase a number of any such New Securities
such that, with respect to each Minority Shareholder, the total percentage of
Shares owned by such Minority Shareholder shall remain unchanged. In each such
event, NPR will give to each Minority Shareholder written notice (a "Preemptive
Notice"), describing the type of New Securities, the price per unit of the New
Security paid by NPR, and the general terms upon which the Company issued the
New Securities. Each Minority Shareholder shall have ten (10) Business Days from
the date on which such Minority Shareholder receives the Preemptive Notice to
agree to purchase the number of such New Securities set forth above on the terms
specified in the Preemptive Notice by giving written notice to NPR and stating
therein the quantity of New Securities to be purchased by such Minority
Shareholder. If, in connection with such a proposed issuance of New Securities,
such Minority Shareholder shall for any reason fail or refuse to give such
written notice to NPR within such 10-day period, such Minority Shareholder
shall, for all purposes of this Section 2.5, be deemed to have refused (in that
particular instance only) to purchase any of such New Securities and to have
waived (in that particular instance only) all of its rights under this Section
2.5 to purchase any of such New Securities.
ss.2.6 Right of First Offer. (a) Prior to any sale by Pyramid of Shares
in accordance with Section 2.2(b) hereof, Pyramid must first offer to sell
such Shares (the "Offered Shares") to NPR in writing, specifying all material
terms of the proposed sale ("First Offer Notice") and comply
11
with this Section 2.6 before offering the Offered Shares to any other
Person. The First Offer Notice shall specify a purchase price to be payable in
cash or a promissory note and, if a promissory note is specified, the First
Offer Notice shall specify the terms of such promissory note. The First Offer
Notice shall not require any consideration to be provided by NPR for the
purchase of the Offered Shares other than the specified cash or promissory note.
(b) For a period of up to thirty (30) days (or such lesser time as is
required to avoid violation of any statute, rule or regulation) after receipt of
the First Offer Notice ("Option Period"), NPR shall have the right to elect to
purchase all, and not less than all, of the Offered Shares on the terms
specified in the First Offer Notice. NPR shall notify Pyramid in writing within
the Option Period whether NPR will exercise such right (such notice being herein
referred to as the "Purchase Notice").
(c) If NPR shall have provided a Purchase Notice to Pyramid within the
Option Period, all certificates for the Offered Shares shall be delivered to NPR
or any Affiliate of NPR designated by NPR, duly endorsed for transfer, at a
closing held on a date specified by NPR to be within not more than thirty (30)
days (or such lesser time as is required to avoid violation of any statue, rule
or regulation) nor less than twenty (20) days (or such lesser time as is
required to avoid violation of any statute, rule or regulation) after the date
of the Purchase Notice at the principal office of NPR.
(d) If NPR shall not have provided a Purchase Notice to Pyramid within the
Option Period, Pyramid shall be entitled to sell all or any portion of the
Offered Shares to a third party pursuant to this paragraph (d). For a period of
ninety (90) days after the expiration of the Offer Period, Pyramid may sell all
or any portion of the Offered Shares to one or more third persons ("Third Party
Offeror") for the same type and form of consideration as contained in, and at a
price per share not less than the per Share offer price contained in, the First
Offer Notice and otherwise upon terms no more favorable to the Third Party
Offeror than those contained in the First Offer Notice (the "Minimum Terms"),
provided that such Third Party Offeror executes a counterpart to this Agreement.
If Pyramid wishes to sell all or any part of the Offered Shares on terms more
favorable to the Third Party Offeror than the Minimum Terms or does not sell
such Offered Shares on the Minimum Terms within the aforementioned ninety (90)
day period, Pyramid shall be obligated to make a new offer to NPR, in accordance
with this Section 2.6, before it shall be permitted to Transfer its Shares, or
any part thereof, to any Person.
ss.2.7 Failure to Deliver Shares. If a Shareholder (the "Transferring
Shareholder") becomes obligated to Transfer any Stock to any transferee pursuant
to this Agreement (including a Transfer to another Shareholder for purposes of
Transfer to another purchaser pursuant to Section 2.4 and Article IV or
otherwise) and fails to deliver such Stock in accordance with the terms of this
Agreement, the transferee may, at its or his option, in addition to all other
remedies it or he may have, either (i) send to the Transferring Shareholder the
purchase price for such Stock as is herein specified, or (ii) deposit such
amount with a trustee or escrow agent for the benefit of the Transferring
Shareholder for release upon delivery of such Stock to the trustee or escrow
agent in accordance with the terms of this Agreement. Thereupon, the Company
shall be permitted, upon written notice to the Transferring Shareholder, (a) to
cancel on its books the certificate or certificates representing the Stock so
required to be transferred by the Transferring Shareholder and (b) to issue, in
lieu thereof, in the name of the transferee, a new certificate or certificates
representing such Stock;
12
provided, however, the Company shall be entitled to require, as a condition
to such cancellation and issuance of Stock, the transferee to deliver to the
Company an agreement to (1) indemnify, defend and hold harmless the Company, its
officers and employees, successors and assigns, from any and all losses, claims,
damages or liabilities (or actions in respect thereof) to which any such
indemnified party may become subject as a result of, arising out of, or based
upon such cancellation and issuance of Stock, and (2) reimburse each such
indemnified party for any legal or other expenses reasonably incurred in
connection therewith. All of the Transferring Shareholder's rights in and to
such Stock shall terminate as of the date of the Company's notice referred to in
the preceding sentence. Notwithstanding the foregoing, the transferee shall not
have the rights and powers provided by this Section 2.7 if it has failed to
fulfill any covenant in this Agreement.
ARTICLE III
PUT RIGHTS
ss.3.1 Granting of Put, Put Option Purchase Price. At any time within
the period beginning on the Effective Date and ending sixty (60) days thereafter
(the "Put/Call Expiration Date"), any Minority Shareholder, upon written notice
to NPR (a "Put Notice"), shall be entitled to sell, and NPR shall be obligated
to purchase from such Minority Shareholder, all or any portion of the Minority
Shareholder Shares held by such Minority Shareholder at the Put Option Purchase
Price.
ss.3.2 Put Notice. Each Put Notice delivered pursuant to Section 3.1
shall specify:
(a) the name of the Minority Shareholder delivering such Put Notice;
(b) that such Minority Shareholder is exercising its option, pursuant to
this Article III, to sell the Minority Shareholder Shares held by such Minority
Shareholder; and
(c) the number of, and a description of, the Minority Shareholder Shares
being tendered.
ss.3.3 Party Actions. In the event the Shares of the Company are
Publicly Traded on the date a Put Notice is delivered to NPR, NPR shall deliver
to each Minority Shareholder exercising its put option pursuant to this Article
III, a notice specifying the Put Option Purchase Price, within five (5) days of
receipt of such Put Notice. In the event the Shares of the Company are not
Publicly Traded on the date a Put Notice is delivered to NPR, NPR and the
Minority Shareholders shall immediately begin the Valuation Procedures to
determine the Market Price of the Minority Shareholder Shares.
ss.3.4 Obligation to Purchase Shares. NPR, not more than five (5) days
after a final determination of the Market Price of the Minority Shareholder
Shares, shall purchase all of the Minority Shareholder Shares which are the
subject of such Put Notice or Put Notices (the "Put Repurchase Date"), and shall
pay the Put Option Purchase Price with respect to such Minority Shareholder
Shares payable to such Minority Shareholder in immediately available funds,
against delivery by such Minority Shareholder of any and all certificates or
other instruments evidencing the
13
Minority Shareholder Shares which are the subject of such Put Notice, together
with appropriate stock powers or other instruments of transfer or assignment
duly endorsed in blank.
ARTICLE IV
SPECIAL RIGHT OF REPURCHASE
ss.4.1 Granting of Call, Call Option Purchase Price. At any time within
the period beginning on the Effective Date and ending on the Put/Call Expiration
Date, upon written notice to all but not less than all of the Minority
Shareholders (a "Repurchase Notice"), NPR shall be entitled to purchase, and the
Minority Shareholders shall be obligated to sell, all but not less than all
(other than Minority Shareholder Shares subject to a Put Notice) of the Minority
Shareholder Shares held by the Minority Shareholders at the Call Option Purchase
Price.
ss.4.2 Repurchase Notice. Each Repurchase Notice delivered pursuant to
Section 4.1 shall specify that NPR is exercising its option, pursuant to this
Article IV, to purchase all Minority Shareholder Shares held by the Minority
Shareholders (other than Minority Shareholder Shares subject to a Put Notice).
ss.4.3 Party Actions. In the event the Shares of the Company are
Publicly Traded on the date NPR delivers a Repurchase Notice, NPR shall deliver
to each Minority Shareholder, a notice specifying the Call Option Purchase
Price, within five (5) days of delivery of the Repurchase Notice. In the event
the Shares of the Company are not Publicly Traded on the date NPR delivers a
Repurchase Notice, NPR and the Minority Shareholders shall immediately begin the
Valuation Procedures to determine the Market Price of the Minority Shareholder
Shares.
ss.4.4 Obligation to Purchase Shares. NPR, not more than five (5) days
after a final determination of the Market Price of the Minority Shareholder
Shares, shall purchase all of the Minority Shareholder Shares (the "Repurchase
Date"), and shall pay the Call Option Purchase Price with respect to such
Minority Shareholder Shares payable to the Minority Shareholders in immediately
available funds, against delivery by the Minority Shareholders of any and all
certificates or other instruments evidencing the Minority Shareholder Shares
which are the subject of such Repurchase Notice, together with appropriate stock
powers or other instruments of transfer or assignment duly endorsed in blank.
ARTICLE V
OTHER AGREEMENTS
ss.5.1 Voting Agreement. To the extent any Minority Shareholder holds
Shares which entitle such Minority Shareholder to a vote on any matter to be
voted on by the shareholders of the Company, each Minority Shareholder agrees to
vote all of the voting Shares held by such Minority Shareholder and all other
Shares over which he or it has voting control and will take all other necessary
or desirable action within his or its control, in the manner designated by NPR
and
14
to fully give effect to the foregoing, each Minority Shareholder shall
execute and deliver an irrevocable proxy in the form of Annex I attached hereto.
ss.5.2 Information. NPR shall, or shall cause the Company to, deliver to
each of the Minority Shareholders, all financial statements (which in any event
shall include, without limitation, any report or statement prepared in
accordance with the annual audit of the Company), reports and other general
written information relating to the Company which the Company sends to NPR.
ss.5.3 NPR Purchase Requirement. In the event that any Minority
Shareholder engages in any activity described in Section 17.1 of the joint
venture agreement, dated as of August 6, 1997 by and among the Shareholders'
party hereto, Transroll Navegacao S.A. ("TRNSA") and certain other entities
whose shareholders are also shareholders of TRNSA, or subsidiaries or affiliates
of TRNSA shareholders, as amended (the "Joint Venture Agreement"), and such
Minority Shareholder is therefore required to sell the Shares owned by such
Minority Shareholder to NPR pursuant to the terms of Section 17.1 of the Joint
Venture Agreement, then NPR shall purchase such Shares at the Market Price per
Share determined in accordance with the Valuation Procedure (and for purposes of
the definition of "Valuation Procedure", any reference to "Minority
Shareholders" or a "Majority of the Minority Shareholders" shall instead refer
to the Minority Shareholder whose Shares are to be sold pursuant to this Section
5.3).
ss.5.4 Amendment to Joint Venture Agreement. NPR agrees that it shall
not consent to or approve (i) any amendment, modification or waiver of the last
sentence of Section 5.1 of the Joint Venture Agreement or any of the provisions
of Articles 6 through 21 of the Joint Venture Agreement or (ii) the inclusion of
any additional provision to the Joint Venture Agreement (other than provisions
relating to any of the matters set forth in Articles 1 through 5 of the Joint
Venture Agreement); in each case which have a material adverse effect with
respect to the rights or obligations of any Minority Shareholder, without the
prior written consent of Minority Shareholders holding at least 60% of the
Shares held by all Minority Shareholders at such time.
ARTICLE VI
MISCELLANEOUS
ss.6.1 Entire Agreement. This Agreement contains the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersedes all prior arrangements or understandings (whether written or oral)
with respect thereto.
ss.6.2 Captions. The Article and Section captions used herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
ss. 6.3 Counterparts. For the convenience of the parties, any number of
counterparts of this Agreement may be executed by the parties hereto and each
such executed counterpart shall be deemed to be an original instrument.
ss.6.4 Information Rights and Access Rights. In connection with the
determination of any amount or value required to be determined in accordance
with the Valuation Procedure, each
15
Shareholder agrees to use its reasonable best efforts to ensure that each
Independent Financial Expert shall have the right, upon such Independent
Financial Expert's reasonable request, to receive lists of stockholders or other
information respecting the Company, to inspect the books and records of the
Company and to visit the properties of the Company.
ss.6.5 Notices. All notices, consents, requests, instructions, approvals
and other communications provided for herein and all legal process in regard
hereto shall be validly given, made or served, if in writing and delivered by
personal delivery, overnight courier, telecopier or registered or certified
mail, return-receipt requested and postage prepaid addressed as follows:
If to NPR, to:
NPR Holding Corporation
c/x Xxxx Cargo Systems, Inc.
000 X. Xxxxxxxx
Xxxx & Xxxxx Xxxxxx
Xxxxxxxxxx Xxxx, XX 00000
Telecopy: (000) 000-0000
Attn: Xxxxxx X. Xxxx, Xx. - CONFIDENTIAL
Attn: Xxxx X. Xxxxx - CONFIDENTIAL
with a copy to:
Pepper, Xxxxxxxx & Xxxxxxx, LLP
3000 Two Xxxxx Square
00xx xxx Xxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Telecopy: (000) 000-0000
Attn: Xxxxxx X. Xxxxxxx, Esq.
Attn: Xxxx X. Xxxxxxx, Esq.
and if to any of the Minority Shareholders, to the addresses set forth
below each of their names on Schedule 1.0 attached hereto,
with a copy to its counsel:
White & Case
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
Attention: Xxxx X. Xxxxx, Esq.
or to such other address as any such party hereto may, from time to
time, designate in writing to all other parties hereto, and any such
communication shall be deemed to be given, made or served as of the date so
delivered or, in the case of any communication delivered by mail, as of the date
so received.
16
ss.6.6 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the Company, the Shareholders and their respective
successors, assigns and Permitted Transferees. The rights of a Shareholder under
this Agreement may not be assigned or otherwise conveyed by any Shareholder
except in connection with a Transfer of Shares which is in compliance with this
Agreement.
ss.6.7 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REGARD TO SUCH STATE'S CHOICE OF LAW PROVISIONS.
ss.6.8 Submission to Jurisdiction. (a) Each Shareholder hereby
irrevocably acknowledges and consents that any legal action or proceeding
brought with respect to any of the obligations arising under or relating to this
Agreement may be brought in the courts of the State of Delaware, as the party
bringing such action or proceeding may elect, and each Shareholder hereby
irrevocably submits to and accepts with regard to any such action or proceeding,
for itself and in respect of its property, generally and unconditionally, the
jurisdiction of the aforesaid courts. Each Shareholder hereby further
irrevocably waives any claim that any such courts lack jurisdiction over such
party, and agrees not to plead or claim, in any legal action or proceeding with
respect to this Agreement or the transactions contemplated hereby brought in any
of the aforesaid courts, that any such court lacks jurisdiction over such party.
Each Shareholder irrevocably consents to the service of process in any such
action or proceeding by the mailing of copies thereof by registered or certified
mail, postage prepaid, to such party, at its address for notices set forth in
Section 6.5, such service to become effective ten (10) days after such mailing.
Each Shareholder hereby irrevocably waives any objection to such service of
process and further irrevocably waives and agrees not to plead or claim in any
action or proceeding commenced hereunder or under any other documents
contemplated hereby that service of process was in any way invalid or
ineffective. Subject to Section 6.8(b), the foregoing shall not limit the rights
of any party to serve process in any other manner permitted by law. The
foregoing consents to jurisdiction shall not constitute general consents to
service of process for any purpose except as provided above and shall not be
deemed to confer rights on any Person other than the respective Shareholders to
this Agreement.
(b) Each Shareholder hereby waives any right it may have under the laws
of any jurisdiction to commence by publication any legal action or proceeding
with respect to this Agreement. To the fullest extent permitted by applicable
law, each Shareholder hereby irrevocably waives the objection which it may now
or hereafter have to the laying of the venue of any suit, action or proceeding
arising out of or relating to this Agreement in any of the courts referred to in
Section 6.8(a) and hereby further irrevocably waives any claim that any such
court is not a convenient forum for any such suit, action or proceeding.
(c) Each Shareholder agrees that any judgment obtained by any
Shareholder or its successors or assigns or Permitted Transferees in any action,
suit or proceeding referred to above may, in the discretion of such party (or
its successors or assigns or Permitted Transferees), be enforced in any
jurisdiction, to the extent permitted by applicable law.
(d) Each Shareholder agrees that the prevailing party or parties, as the
case may be, in any action, suit, arbitration or other proceeding arising out of
or with respect to this Agreement or
17
the transactions contemplated hereby shall be entitled to reimbursement
of all costs of litigation, including reasonable attorneys' fees, from the
non-prevailing party. For purposes of this Section 6.8(d), each of the
"prevailing party" and the "non-prevailing party" in any action, suit,
arbitration or other proceeding shall be the party designated as such by the
court, arbitrator or other appropriate official presiding over such action,
suit, arbitration or other proceeding, such determination to be made as a part
of the judgment rendered thereby.
ss.6.9 Benefits Only to Parties. Nothing expressed by or mentioned in
this Agreement is intended or shall be construed to give any Person, other than
the parties hereto and their respective successors or assigns and Permitted
Transferees and with respect to Section 2.7 hereof, the Company, any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision herein contained, this Agreement and all conditions and provisions
hereof being intended to be and being for the sole and exclusive benefit of the
parties hereto and their respective successors and assigns and Permitted
Transferees, and for the benefit of no other Person.
ss.6.10 Termination. This Agreement shall terminate on the later of (a)
sixty days following the Put/Call Expiration Date and (b) the earlier to occur
of (i) the date on which the Company has completed an offering of shares of
Common Stock pursuant to a registration statement filed with the Securities and
Exchange Commission and (ii) the date on which NPR and its Affiliates own
collectively less than 5% of the outstanding Common Stock.
ss.6.11 Amendments; Waivers; No provision of this Agreement may be
amended, modified or waived without the prior written consent of the holders of
ninety percent (90%) of the Shares owned by the Shareholders; provided that no
such amendment, modification or waiver which adversely affects the rights of any
Shareholder may be made without such Shareholder's prior written consent.
ss.6.12 Specific Performance. The parties hereto agree that the remedy
at law for any breach of this Agreement may be inadequate and that should any
dispute arise concerning any matter hereunder, this Agreement shall be
enforceable in a court of equity by an injunction or a decree of specific
performance. Such remedies shall, however, be cumulative and nonexclusive, and
shall be in addition to any other remedies which the parties hereto may have.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
NPR HOLDING CORPORATION
By /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name:
Title:
BERKSHIRE FUND III INVESTMENT CORP.
By /s/ Xxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director
BERKSHIRE INVESTORS LLC
By /s/ Xxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director
PYRAMID VENTURES, INC.
By /s/ Xxxxxx Xxxx
--------------------------------
Name: Xxxxxx Xxxx
Title:
/s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx
--------------------------------
Xxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxxxx
-------------------------------
Xxxxx X. Xxxxxxxx
XXXX XXXXXX XXXXXXXX
CUSTODIAN FOR XXXXX X. XXXXXXXX
XXX ROLLOVER
By
--------------------------------
Name:
Title:
-----------------------------------
Xxxxxx X. X'Xxxxxxx
-----------------------------------
Xxxxxx XxXxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx
XXXX XXXXXX XXXXXXXX
CUSTODIAN FOR XXXX X. XXXXXX
XXX ROLLOVER
By
--------------------------------
Name:
Title:
-----------------------------------
Xxxx Xxxxxx Xxx
/s/ Xxxxx X. Xxxxxxxx
-------------------------------
Xxxxx X. Xxxxxxxx
XXXX XXXXXX XXXXXXXX
CUSTODIAN FOR XXXXX X. XXXXXXXX
XXX ROLLOVER
By /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President and
Branch Manager
/s/ Xxxxxx X. X'Xxxxxxx
-------------------------------
Xxxxxx X. X'Xxxxxxx
/s/ Xxxxxx XxXxxxxx
-------------------------------
Xxxxxx XxXxxxxx
/s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx
XXXX XXXXXX XXXXXXXX
CUSTODIAN FOR XXXX X. XXXXXX
XXX ROLLOVER
By /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President and
Branch Manager
/s/ Xxxx Xxxxxx Xxx
-------------------------------
Xxxx Xxxxxx Xxx
/s/ Xxxxxx Xxxxx
-----------------------------------------
Xxxxxx Xxxxx
/s/ Xxxxxx Xxxx Del Xxxxx
-----------------------------------------
Xxxxxx Xxxx Del Xxxxx
/s/ Xxxxxxx X. Xxxxx, Xx.
-----------------------------------------
Xxxxxxx X. Xxxxx, Xx.
/s/ Xxxx X. Xxxxxx
-----------------------------------------
Xxxx X. Xxxxxx
SCHEDULE 1.0
Xxxxxx X. Xxxxxx Pyramid Ventures, Inc.
---------------- ----------------------
c/x Xxxxx & Xxxxxxx c/o BT Capital Partners, Inc.
Columbia Square 000 Xxxxxxx Xxxxxx
000 x0xx Xxxxxx, XX Xxx Xxxx, XX 00000
Washington D.C. 20004-1109 Attention: Xxxxx Xxxxxxx
Attention: Xxxxxx Xxxxxxx, Esq. Telephone: 000-000-0000
Telephone: 000-000-0000 Facsimile: 000-000-0000
Facsimile: 000-000-0000
Xxxx X. Xxxxxx Berkshire Fund III
-------------- ------------------
c/x Xxxxx & Xxxxxxx c/o Berkshire Partners LLC
Columbia Square One Boston Place
000 00xx Xxxxxx, XX Xxxxx 0000
Xxxxxxxxxx X.X. 00000-0000 Xxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx, Esq. Attention: Xxxxx Xxxxxxxxx
Telephone: 000-000-0000 Telephone: 000-000-0000
Facsimile: 000-000-0000 Facsimile: 000-000-0000
Xxxxx X. Xxxxxxxx Berkshire Investors LLC
----------------- -----------------------
NPR, Inc. c/o Berkshire Partners LLC
000 00xx Xxxxxx, XX, Xxxxx 000 Xxx Xxxxxx Xxxxx
Xxxxxxxxxx, X.X. 00000 Suite 3300
Telephone: 000-000-0000 Xxxxxx, XX 00000
Facsimile: 000-000-0000 Attention: Xxxxx Xxxxxxxxx
Telephone: 000-000-0000
with a copy to: Facsimile: 000-000-0000
Xxxxx & Xxxxxxx
Columbia Square NPR Holding Corporation
000 00xx Xxxxxx, XX -----------------------
Washington D.C. 20004-1109 c/x Xxxx Cargo Systems, Inc.
Attention: Xxxxxx Xxxxxxx, Esq. 000 X. Xxxxxxxx
Telephone: 000-000-0000 King & Essex Street
Facsimile: 000-000-0000 Xxxxxxxxxx Xxxx, XX 00000
Telecopy: (000) 000-0000
Attn: Xxxxxx X. Xxxx, Xx. - CONFIDENTIAL
Attn: Xxxx X. Xxxxx - CONFIDENTIAL
SCHEDULE 1.0
Page 2
Xxxxxx X. O'Xxxxxxx Xxxx Xxxxxx Xxx
------------------- ---------------
x/x Xxxxx & Xxxxxxx x/x Xxxxx & Xxxxxxx
Xxxxxxxx Xxxxxx Xxxxxxxx Square
000 00xx Xxxxxx, XX 000 00xx Xxxxxx, XX
Xxxxxxxxxx X.X. 00000-0000 Washington D.C. 20004-1109
Attention: Xxxxxx Xxxxxxx, Esq. Attention: Xxxxxx Xxxxxxx, Esq.
Telephone: 000-000-0000 Telephone: 000-000-0000
Facsimile: 000-000-0000 Facsimile: 000-000-0000
Xxxxxx XxXxxxxx Xxxxxxx X. Xxxxx, Xx.
--------------- ---------------------
c/x Xxxxx & Xxxxxxx Xxxxx Capital Advisors, Inc.
Columbia Square 000 Xxxxx XxXxxxx Xxxxxx
000 00xx Xxxxxx, XX Xxxxx #0000
Xxxxxxxxxx X.X. 00000-0000 Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx, Esq. Telephone: 000-000-0000
Telephone: 000-000-0000 Facsimile: 000-000-0000
Facsimile: 000-000-0000
Xxxxxx X. Xxxxxxx Xxxxxx Xxxxx
----------------- ------------
c/x Xxxxx & Xxxxxxx Wisconsin Central Transportation
Columbia Square One X'Xxxx Centre
000 00xx Xxxxxx, XX Xxxxxxxx, XX 00000
Washington D.C. 00000-0000 Telephone: 000-000-0000
Attention: Xxxxxx Xxxxxxx, Esq. Facsimile: 000-000-0000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Xxxx X. Xxxxxx Xxxxxx Xxxx Del Xxxxx
-------------- ---------------------
x/x Xxxxx & Xxxxxxx Xxxxx Xxxxxx #0
Xxxxxxxx Xxxxxx Urbanization San Xxxxxxxx
000 00xx Xxxxxx, XX Xxxxxxxx, XX 00000
Washington D.C. 00000-0000 Telephone: 000-000-0000
Attention: Xxxxxx Xxxxxxx, Esq. Facsimile: 000-000-0000
Telephone: 000-000-0000
Facsimile: 000-000-0000
