EXHIBIT 10.17
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT made the 30th day of December, 2002,
BETWEEN:
EQUITABLE INDUSTRIES LIMITED PARTNERSHIP, a limited
partnership formed under the laws of the Turks and
Caicos Islands
(the "Purchaser")
OF THE FIRST PART
AND:
XXXXXX INTERNATIONAL INC., a business trust organized
under the laws of the State of Washington, U.S.A.
(the "Vendor")
OF THE SECOND PART
WHEREAS:
A. On the Closing Date, the Vendor shall be the legal and beneficial owner
of the Purchased Shares; and
B. The Vendor has agreed to sell the Purchased Shares to the Purchaser and
the Purchaser has agreed to purchase the Purchased Shares from the
Vendor.
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the covenants,
agreements, representations, warranties and indemnities herein contained and for
other good and valuable consideration (the receipt and sufficiency of which are
hereby acknowledged by each party) the parties covenant and agree as follows:
ARTICLE 1
INTERPRETATION
1.1 DEFINED TERMS. When used in this Agreement (including the recitals hereto)
the following terms shall, unless otherwise expressly provided, have the
meanings set out below and grammatical variations of such terms shall have
corresponding meanings:
(a) "AGREEMENT" means this purchase and sale agreement and the recitals
and Schedules hereto;
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(b) "CLOSING" means the completion of the transactions contemplated in
this Agreement;
(c) "CLOSING DATE" means the date first above written or such other date
as may be mutually agreed upon by the Vendor and the Purchaser;
(d) "DEFERRED PAYMENT AMOUNT" means the amount owing by the Vendor to
Sihl pursuant to and calculated in accordance with the Landqart SPA;
(e) "ENCUMBRANCE" means any encumbrance, lien, charge, hypothec, pledge,
mortgage, title retention agreement, security interest of any
nature, adverse claim, exception, reservation, easement, right of
occupation, any matter capable of registration against title,
option, right of pre-emption, privilege or any contract to create
any of the foregoing;
(f) "GKB" means Graubunder Kantonal Bank;
(g) "LANDQART" means Landqart AG, a company organized under the laws of
Switzerland and limited by shares registered with the Commercial
Register of the Cantor of Grisons;
(h) "LANDQART SPA" means the Landqart share purchase agreement dated
December 14, 2001 between Sihl and the Vendor and respecting the
purchase by the Vendor from Sihl all of the issued and outstanding
shares of Landqart;
(i) "MANAGEMENT GROUP" means the management employees of Landqart
entitled to participate in the Management Option;
(j) "MANAGEMENT OPTION" means an option in favour of the Management
Group to acquire, in aggregate, up to 10% of the share capital of
Landqart;
(k) "OBLIGATIONS" means all of the obligations of the Vendor pursuant to
the terms of the Landqart SPA including, without limitation, all
obligations in respect of the Deferred Payment Amount;
(l) "PERSON" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company,
trust, unincorporated organization or any other entity;
(m) "PURCHASE PRICE" has the meaning set out in section 2.2;
(n) "PURCHASED SHARES" means all legal and beneficial interest in, and
entitlement to, the existing shares in the capital of Landqart
excepting the approximately 20% interest therein transferred to and
held by GKB, and subject to the Management Option;
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(o) "SIHL" means Sihl, a company organized under the laws of Switzerland
with an office at Xxxxxxxxxxxxxx 000, 0000 Xxxxxx, Xxxxxxxxxxx;
(p) "UNITS" means 1,000,000 limited partnership units of the Purchaser;
and
(q) "UNIT SUBSCRIPTION AGREEMENT" means a unit subscription agreement
and power of attorney form for the Units substantially in the form
attached hereto as Schedule "A".
1.2 CURRENCY. Unless otherwise indicated, all dollar amounts referred to in
this Agreement are expressed in lawful money of the United States of
America.
1.3 SECTIONS AND HEADINGS. The division of this Agreement into sections and
the insertion of headings are for convenience of reference only and
shall not affect the interpretation of this Agreement. Unless otherwise
indicated, any reference in this Agreement to a section or a schedule
refers to the specified section of or schedule to this Agreement.
1.4 NUMBER AND GENDER. In this Agreement, words importing the singular
number only shall include the plural and vice versa, words importing
gender shall include both genders, the word "or" is not exclusive and
the word "including" is not limiting (whether or not non-limiting
language is used with reference thereto).
1.5 SEVERABILITY. If any provision of this Agreement is determined by a
court of competent jurisdiction to be invalid, illegal or unenforceable
in any respect, such determination shall not impair or affect the
validity, legality or enforceability of the remaining provisions
hereof, and each provision is hereby declared to be separate, severable
and distinct.
1.6 SCHEDULES. The following Schedule attached hereto is integral to and
forms part of this Agreement:
Schedule "A" - Form of Unit Subscription Agreement and Power of
Attorney Form
ARTICLE 2
PURCHASE AND SALE OF THE PURCHASED SHARES
2.1 PURCHASE AND SALE OF THE PURCHASED SHARES. Subject to Section 2.3 hereof,
the Vendor covenants and agrees to sell, assign and transfer the Purchased
Shares to the Purchaser, and the Purchaser covenants and agrees to purchase the
Purchased Shares from the Vendor, on the Closing Date.
2.2 PURCHASE PRICE. The purchase price payable by the Purchaser to the Vendor
for the Purchased Shares (the "Purchase Price") shall be the sum of Ten Million
($10,000,000) Dollars payable by issuing the Units to the Vendor on the Closing
Date, and the Purchaser covenants and agrees to issue the Units and to deliver a
certificate(s) representing the Units to the Vendor on the Closing Date in
accordance with the terms hereof.
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2.3 RESIDUAL INTEREST ADJUSTMENTS. If the Vendor is not able to complete the
transfer of legal and/or beneficial title to all of the Purchased Shares to the
Purchaser on the Closing Date, to the extent that all or any portion of such
legal and/or beneficial title to the Purchased Shares is not so transferred (the
"Residual Interest"), the Vendor shall hold such Residual Interest absolutely in
trust and for the exclusive benefit and use of the Purchaser until such time as
all of the legal and beneficial title and interest in and to such Residual
Interest is fully and completely transferred to the Purchaser. Notwithstanding
the foregoing, the Vendor and Purchaser shall use their best efforts to complete
the transfer of the Purchased Shares to the Purchaser on the Closing Date and to
effect all registrations that may be necessary or desirable in connection
therewith.
2.4 ASSUMPTION. The Purchaser hereby assumes all of the Obligations, and
covenants to perform and pay each of the Obligations in accordance with the
terms thereof, provided that if, for any reason, the assumption provided for
herein is not effective as against any third party, due to lack of receipt of
any required consent, or for any other reason, the Purchaser will indemnify the
Vendor in respect thereof in accordance with Section 2.5 hereof.
2.5 INDEMNITY. The Purchaser hereby covenants and agrees to indemnify and hold
harmless the Vendor from and against all claims, demands, proceedings, losses,
damages, liabilities, deficiencies, costs and expenses of any nature whatsoever,
whether accrued, absolute, contingent or otherwise (including, without
limitation, all legal and other professional fees and disbursements, interest,
penalties and amounts paid in settlements) arising out of or in connection with
the Obligations including, without limitation, any claim in respect of the
Deferred Payment Amount.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1 REPRESENTATIONS AND WARRANTIES OF THE VENDOR. The Vendor represents and
warrants to the Purchaser as follows and acknowledges that the Purchaser is
relying on such representations and warranties in connection with its purchase
of the Purchased Shares:
(a) ORGANIZATION. The Vendor is duly organized, validly existing and in
good standing under the laws of the State of Washington, U.S.A. and
has the corporate power to enter into this Agreement and to perform
its obligations hereunder;
(b) AUTHORITY RELATIVE TO THIS AGREEMENT. The Vendor has the requisite
corporate power and authority to enter into this Agreement and to
perform its obligations hereunder. The execution and delivery of
this Agreement by the Vendor has been duly authorized by all
necessary action on the part of the Vendor and no other corporate
proceedings on the part of the Vendor are necessary to authorize
this Agreement. This Agreement has been duly executed and delivered
by the Vendor and constitutes a legal, valid and binding obligation
of the Vendor, enforceable in accordance with its terms, subject to
the availability of equitable remedies and the enforcement of
creditors' rights generally;
(c) NO OTHER AGREEMENTS TO PURCHASE. Other than pursuant to the
Management Option and as disclosed in writing to the Purchaser, no
person other than the
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Purchaser has any written or oral agreement or option or any right
or privilege (whether by law, pre-emptive or contractual) capable
of becoming an agreement or option for the purchase or
acquisition from the Vendor of any of the Purchased Shares; and
(d) OWNERSHIP OF PURCHASED SHARES. Other than pursuant to the Management
Option and as disclosed in writing to the Purchaser, the Vendor is
the sole legal and beneficial owner of the Purchased Shares with
good and marketable title thereto, free and clear of all
Encumbrances. Upon Closing, other than as disclosed in writing to
the Purchaser, all of the Purchased Shares will be owned by the
Purchaser as the sole legal and beneficial owner, with a good and
marketable title thereto, free and clear of all Encumbrances.
3.2 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser represents
and warrants to the Vendor as follows and acknowledges that the Vendor is
relying on such representations and warranties in connection with its sale of
the Purchased Shares:
(a) ORGANIZATION. The Purchaser is a limited partnership duly formed,
validly subsisting in all respects under the laws of the Turks and
Caicos Islands and has the necessary power to enter into this
Agreement and to perform its obligations hereunder;
(b) AUTHORITY RELATIVE TO THIS AGREEMENT. The Purchaser has the
requisite power and authority to enter into this Agreement and to
perform its obligations hereunder. The execution and delivery of
this Agreement by the Purchaser has been duly authorized by the
board of directors of the General Partner, for and on behalf of the
Purchaser, and no other corporate proceedings on the part of the
Purchaser or the General Partner are necessary to authorize this
Agreement. This Agreement has been duly executed and delivered by
the Purchaser and constitutes a legal, valid and binding obligation
of the Purchaser, enforceable against it in accordance with its
terms.
ARTICLE 4
CONDITIONS OF CLOSING
4.1 CORPORATE ACTION. The Vendor shall use its best efforts to take all
necessary corporate action, steps and proceedings to approve or authorize,
validly and effectively, the execution, delivery and consummation of the
transactions contemplated by this Agreement and the other agreements and
documents contemplated hereby and to complete the transfer of the Purchased
Shares to the Purchaser and to cause all necessary meetings of trustees of the
Vendor to be held for such purpose.
4.2 BEST EFFORTS. Each party hereto shall each use its respective best efforts
to satisfy the conditions contained herein.
4.3 DELIVERY OF DOCUMENTS. The Vendor shall deliver to the Purchaser all
necessary transfers, assignments and other documentation reasonably required to
transfer the Purchased Shares to the Purchaser with a good and marketable title,
free and clear of all Encumbrances.
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4.4 CONDITIONS OF CLOSING IN FAVOUR OF THE PURCHASER. The completion of the
exchange of the Purchased Shares for the Units is subject to the following terms
and conditions, to be fulfilled or performed at or prior to Closing:
(a) PERFORMANCE OF OBLIGATIONS. The Vendor shall be in compliance in all
material respects with all of its obligations under this Agreement,
including the delivery of all documents required to be delivered by
the Vendor pursuant to this Agreement on or prior to the Closing
Date;
(b) NO JUDGMENTS. No judgment or order shall have been issued by any
agency or governmental authority, no action, suit or proceeding
shall have been threatened or taken by any agency or governmental
authority or person, and no law, regulation or policy shall have
been proposed, enacted, promulgated or applied which makes it
illegal or otherwise directly or indirectly restrains, enjoins,
prohibits or imposes material limitations or conditions on: (i) the
acquisition by, or the disposition by the Vendor to, the Purchaser
of the Purchased Shares; (ii) the acquisition of the Units by, or
the issuance of the Units by the Purchaser to, the Vendor; or (iii)
the completion of the transactions contemplated by this Agreement;
(c) REPRESENTATIONS AND WARRANTIES. the representations and warranties
of the Vendor and the Purchaser contained in this Agreement shall be
true and correct in all material respects on Closing; and
(d) COVENANTS. all of the terms, covenants and conditions of this
Agreement to be complied with or performed by the Vendor and the
Purchaser at or before the Closing shall have been complied with or
performed.
4.5 OPTION TO WAIVE CONDITIONS. The conditions contained in sections 4.1 (b) and
(c) hereof may be waived in whole or in part by the party entitled to claim the
benefit thereof, in writing, without prejudice to any claims such party may have
for breach of covenant, representation or warranty.
4.6 CONDITIONS OF CLOSING IN FAVOUR OF THE VENDOR. The purchase and sale of the
Purchased Shares is subject to the following terms and conditions for the
exclusive benefit of the Vendor, to be fulfilled or performed at or prior to the
Closing Date:
(a) REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the Purchaser contained in this Agreement shall be true and
correct in all material respects on the Closing Date, with the same
force and effect as if such representations and warranties were made
at and as of such time; and
(b) COVENANTS. All of the terms, covenants and conditions of this
Agreement to be complied with or performed by the Purchaser at or
before the Closing Date shall have been complied with or performed
in all material respects.
Any such condition may be waived in whole or in part by the Vendor
without prejudice to any claims it may have for breach of covenant,
representation or warranty.
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ARTICLE 5
CLOSING ARRANGEMENTS
5.1 CLOSING. The Closing shall take place on the Closing Date.
5.2 VENDOR'S CLOSING DOCUMENTS. At the Closing, the Vendor shall deliver or
cause to be delivered the following to the Purchaser:
(a) an originally executed copy of this Agreement;
(b) an originally executed copy of the Unit Subscription Agreement;
(c) if available, subject to Section 2.3 hereof, Landqart share
certificate(s) representing the Purchased Shares issued in the
name of the Purchaser duly endorsed for transfer to the
Purchaser;
(d) if available, subject to Section 2.3 hereof, a certified copy
of resolutions of Landqart approving the transfer of the
Purchased Shares to the Purchaser and the entry of the
Purchaser as the holder of the Purchased Shares in the share
register of Landqart; and
(e) such other documents and assurances as may reasonably be
requested by the Purchaser to more effectively complete the
transactions contemplated by this Agreement.
5.3 PURCHASER'S CLOSING DOCUMENTS. At the Closing, the Purchaser shall deliver
the following to the Vendor:
(a) an originally executed copy of this Agreement;
(b) an originally executed copy of the Unit Subscription Agreement;
(c) an originally executed unit certificate representing the Units
issued to the Vendor; and
(d) such other documents and assurances as may reasonably be requested
by the Vendor to more effectively complete the transactions
contemplated by this Agreement.
5.4 TERMS OF CLOSING. The Closing shall not occur, nor shall the documents
tabled for delivery at the Closing be delivered, until all conditions of the
Closing have been satisfied or waived and all matters have been completed to
permit contemporaneous closing of the transactions as provided for herein.
5.5 FURTHER ASSURANCES. Each party to this Agreement covenants and agrees that,
from time to time subsequent to the Closing Date, it shall, at the request and
expense of the requesting party, execute and deliver all such documents,
including, without limitation, all such additional
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conveyances, transfers, consents and other assurances and do all such other
acts and things as the other party hereto, acting reasonably, may from time
to time request be executed or done in order to better evidence or perfect or
effectuate any provision of this Agreement or of any agreement or other
document executed pursuant to this Agreement or any of the respective
obligations intended to be created hereby or thereby, including, without
limitation, the transfer of any Residual Interest in the Purchased Shares.
ARTICLE 6
MISCELLANEOUS
6.1 SURVIVAL OF COVENANTS. The rights and obligations of the Vendor and the
Purchaser hereunder shall survive the execution and delivery of this Agreement
and the Closing Date and continue in full force and effect until the full
payment and satisfaction of all indebtedness and obligations of the Purchaser
and the Vendor hereunder.
6.2 NOTICES.
(a) Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be delivered in person,
transmitted by facsimile or similar means of recorded electronic
communication or sent by registered mail, charges prepaid, addressed
as follows:
(i) if to the Vendor:
Equitable Industries Limited Partnership
Xxxxxxxx Xxxxx, Xxxxxx Xxxxxx
X.X. Xxx 00, Xxxxx Xxxx
Turks and Caicos Islands
Attention: General Partner
Facsimile No.: 01 649 946 2758
(ii) if to the Purchaser:
Xxxxxx International Inc.
x/x 000 X. Xxxxxx Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxxxx, X.X.X., 00000
Attention: Xxxxx Xxxxxx, Xxxxxx Xxxxxx
Facsimile No.: (000) 000-0000
(b) Any such notice or other communication shall be deemed to have been
given and received on the day on which it was delivered or
transmitted so long as the delivery or transmission occurs during
normal business hours or, if mailed, on the fifth business day
following the date of mailing; provided, however, that if at the
time of
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mailing or within five days thereafter there is or occurs a
labour dispute or other event that might reasonably be expected to
disrupt the delivery of documents by mail, any notice or other
communication hereunder shall be delivered or transmitted by means
of recorded electronic communication as aforesaid.
(c) Any party may at any time change its address for service from time
to time by giving notice to the other parties in accordance with
this section 6.2
6.3 EXPENSES. Except as otherwise provided herein, each of the parties shall
bear its own expenses in relation to this Agreement.
6.4 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior
agreements, understandings, negotiations and discussions, whether written or
oral. There are no conditions, covenants, agreements, representations,
warranties or other provisions, express or implied, collateral, statutory or
otherwise, relating to the subject matter hereof except as herein provided.
6.5 TIME OF ESSENCE. Time shall be of the essence of this Agreement.
6.6 APPLICABLE LAW. This Agreement shall be constructed, interpreted and
enforced in accordance with, and the respective rights and obligations of the
parties shall be governed by, the laws of the State of Washington and all
federal laws of the U.S.A. applicable therein and each party hereby irrevocably
and unconditionally submits to the non-exclusive jurisdiction of the courts of
the State of Washington and all courts competent to hear appeals therefrom.
6.7 SUCCESSORS AND ASSIGNS. This Agreement shall enure to the benefit of and
shall be binding upon and be enforceable by the parties and, where the context
so permits, their respective successors and permitted assigns. Any such
assignment shall not relieve the Purchaser from any of its obligations
hereunder, provided further that any assignee shall execute an acknowledgement
to the effect that it is bound by all of the obligations of the Purchaser set
out herein.
6.8 AMENDMENT AND WAIVERS. No amendment or waiver of any provision of this
Agreement shall be binding on any party unless consented to in writing by such
party. No waiver of any provision of this Agreement shall constitute a waiver of
any other provision, nor shall any waiver constitute a continuing waiver unless
otherwise expressly provided.
6.9 BEST EFFORTS. The parties acknowledge and agree that, for all purposes of
this Agreement, an obligation on the part of any party to use its best efforts
to obtain any waiver, consent, approval, permit, license or other document shall
not require such party to make any payment to any person for the purpose of
procuring the same, other than payments for amounts due and payable to such
person, payments for incidental expenses incurred by such person and payments
required by any applicable law or regulation.
6.10 NO THIRD PARTY BENEFICIARIES. This Agreement shall not confer any rights or
remedies upon any person other than the parties hereto and their respective
successors and permitted assigns.
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6.11 COUNTERPARTS. This Agreement may be executed in counterparts, each of which
shall constitute an original and all of which taken together shall constitute
one and the same instrument.
6.12 FACSIMILE. The parties hereto agree that this Agreement may be transmitted
by facsimile or such similar device and that the reproduction of signatures by
facsimile or such similar device will be treated as binding as if originals and
each party hereto undertakes to provide each and every other party hereto with a
copy of this Agreement bearing original signatures forthwith.
IN WITNESS WHEREOF this Agreement has been executed as of the day and year first
above written.
XXXXXX INTERNATIONAL INC.
Per: /s/ Xxxxx X.X. Xxx
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Authorized Signing Officer
Per:
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Authorized Signing Officer
EQUITABLE INDUSTRIES, LTD.,
as general partner for and on behalf of
EQUITABLE INDUSTRIES LIMITED
PARTNERSHIP
By: /s/ Xxxxxxxx Anjic
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Name:
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Title:
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SCHEDULE "A"
FORM OF SUBSCRIPTION AGREEMENT
AND POWER OF ATTORNEY FORM
EQUITABLE INDUSTRIES LIMITED PARTNERSHIP
SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY FORM
Xxxxxx International Inc. (the "Purchaser") hereby subscribes for and agrees to
purchase from Equitable Industries Limited Partnership, a limited partnership
formed under the laws of the Turks and Caicos Islands (the "Partnership"), ONE
MILLION (1,000,000) limited partnership units ("Units") for the purchase price
of US $10.00 per Unit for an aggregate subscription price of US $10,000,000 (the
"Subscription Price") and the Partnership by its acceptance hereof agrees to
issue and sell to the Purchaser the Units. The Subscription Price shall be paid
by the Purchaser by transferring to the Partnership the Purchased Shares, as
such term is defined in the Purchase and Sale Agreement of even date hereof
entered into between the Purchaser and the Partnership. The agreement made by
the Partnership's acceptance hereof is subject to the terms and conditions
described below.
1. The Purchaser hereby accepts this subscription agreement and power of
attorney form (this "Subscription Agreement") and agrees to purchase the
Units on the terms hereof and hereby agrees to be bound, as a party to and
as a limited partner in the Partnership, by the terms of a limited
partnership agreement dated as of December 12, 2001 relating to the
Partnership, as from time to time amended and in effect (the "Partnership
Agreement"), as if the Purchaser had executed the Agreement and hereby
ratifies, for all legal purposes, execution of the Partnership Agreement on
behalf of the Purchaser and all actions taken on behalf of the Purchaser
pursuant thereto.
2. The Purchaser declares that the Purchaser has the capacity and competence
and, if a corporation, it has the necessary corporate authority, to execute
this Subscription Agreement and to enter into the Partnership Agreement.
3. In addition, in consideration of the general partner accepting the
subscription for units contemplated hereby and conditional thereon:
(a) the Purchaser agrees to be bound as a limited partner in the Partnership
by the terms of the Partnership Agreement and hereby expressly ratifies
and confirms the power of attorney given to the General Partner in
section 2.11 therein, which power of attorney is incorporated by
reference herein; and
(b) the Purchaser hereby irrevocably nominates, constitutes and appoints the
General Partner, with full power of substitution, as its agent and true
and lawful attorney to act on the Purchaser's behalf with full power and
authority in its name, place and stead to execute and record or file as
and where required, for and on its behalf, the Partnership Agreement,
any amendments thereto made in accordance with the Partnership Agreement
and any other agreements, documents or instruments referred to in
section 2.11 of the Partnership Agreement.
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4. The power of attorney granted herein and in the Partnership Agreement (the
"Power of Attorney") is irrevocable and is a power coupled with an interest,
shall survive the death or disability of the Purchaser and the transfer or
assignment by the Purchaser of the whole or any part of the interest of the
Purchaser in the Partnership, extends to the heirs, executors,
administrators, successors, transferees, assigns and other legal
representatives of the Purchaser, and shall survive the subsequent legal
incapacity of such transferee, and may be exercised by the General Partner
on behalf of the Purchaser and each transferee in executing any instrument
by facsimile signature or by listing the Purchaser, any transferee and all
of the limited partners in the Partnership and executing such instrument
with a single signature as attorney and agent for any and all of them
including the Purchaser. The Purchaser agrees to be bound by any
representations or actions made or taken by the General Partner pursuant to
the Power of Attorney and hereby waives any and all defences which may be
available to contest, negate or disaffirm any action of the General Partner
taken in good faith under the Power of Attorney.
5. The Power of Attorney shall continue in respect of the General Partner so
long as it is the general partner of the Partnership, and shall terminate
thereafter, but shall continue in respect of a new general partner as if the
new general partner were the original attorney.
6. The Purchaser hereby acknowledges receiving a copy of the Partnership
Agreement.
7. Unless otherwise indicated, capitalized terms used herein shall have the
meaning ascribed thereto in the Partnership Agreement.
DATED this day of December, 2002.
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(Witness) (Authorized Signatory of Purchaser)
XXXXXX INTERNATIONAL INC.
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(Name)
This Subscription Agreement and Power of Attorney Form is accepted by Equitable
Industries, Ltd., as the general partner for and on behalf of Equitable
Industries Limited Partnership this day of December, 2002.
EQUITABLE INDUSTRIES, LTD.,
as general partner for and on behalf of
EQUITABLE INDUSTRIES LIMITED
PARTNERSHIP
By:
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Name:
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Title:
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