EXHIBIT 2
ADMISSION AGREEMENT
THIS ADMISSION AGREEMENT (the "Agreement") is entered into as of the 7th
day of August, 1997, by and between STG INVESTMENTS, LTD., a Liberian
corporation ("Investor"), and Deere Park Equities, L.L.C., an Illinois limited
liability company ("Company").
RECITALS
WHEREAS, Company is governed by an Operating Agreement dated December 1,
1995 (the "Operating Agreement"); and
WHEREAS, Investor desires to become, and Company desires that Investor
become, a member of Company upon the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the recitals and mutual premises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. DEFINITIONS. Capitalized terms used and not otherwise defined herein
shall have the meaning ascribed to such terms in the Operating Agreement.
2. ADMISSION OF INVESTOR. Upon Investor's payment of the capital
contribution set forth in paragraph 3, Investor shall be admitted to Company as
a Class C Member, and Investor agrees to be bound by all of the terms and
conditions of the Operating Agreement with respect to Class C Members, as
supplemented by this Agreement. Exhibit A to the Operating Agreement shall be
deemed amended to reflect the admission of and the capital contribution made by
Investor to Company.
3. CAPITAL CONTRIBUTION. Contemporaneously with the execution of this
Agreement, Investor shall make a contribution to the capital of Company in the
form of Five Hundred Thousand (500,000) shares of the common stock, without par
value, of American Eco Corporation (the "American Eco Shares"). Withdrawals of
the American Eco Shares or substitutions of cash or other securities for any or
all of the American Eco Shares may be made only upon the consent of the Class A
Member. The American Eco Shares or any cash or other securities substituted
therefor shall be deemed capital of Company, for use in its business and subject
to the risks of its operations.
4. DBC INVESTMENTS.
(a) INITIAL INVESTMENTS. Upon Investor's admission to Company,
Company shall purchase 1,850,000 shares of Class A Common Stock, $0.001 par
value per share ("DBC Common Stock"), of Dominion Bridge Corporation, a
Delaware corporation ("DBC") (such purchase being hereinafter referred to
as the "Initial Investment").
(b) SPECIAL INVESTMENTS. It is understood that, following the
Initial Investment, Company may have discussions with third parties who
also own or desire to acquire shares of DBC, including without limitation
members of DBC management or dissident shareholders, and may enter into
business arrangements with such parties with respect to such shares (such
arrangements being hereinafter referred to as "Special Investments").
(c) OPEN MARKET INVESTMENTS. It is also understood that Company may
use its own funds to make additional purchases of DBC Common Stock in the
open market (such purchases being hereinafter referred to as "Open Market
Investments").
5. SPECIAL ALLOCATION OF PROFITS AND LOSSES.
(a) INITIAL INVESTMENT.
(i) Any Net Profits of Company resulting from the Initial
Investment shall be allocated (i) first, to the extent of
aggregate Net Losses allocated pursuant to paragraph 5(a)(ii) and
not previously offset by this paragraph 5(a)(i), to Investor;
(ii) second, two-thirds (2/3) to Investor and one-third (1/3) to
the Class A Member; and
(ii) Any Net Losses of Company resulting from the Initial
Investment shall be allocated one hundred percent (100%) to
Investor;
provided, however, that there shall be deducted from the allocation to
Investor, the amount of interest accrued or paid by Company to fund
the Initial Investment.
(b) SPECIAL INVESTMENTS.
(i) Any Net Profits of Company resulting from Special
Investments shall be allocated (i) first, to the extent of
aggregate Net Losses allocated pursuant to paragraph 5(b)(ii) and
not previously offset by this paragraph 5(b)(i), to Investor;
(ii) second, five-sixths (5/6) to Investor and one-sixth (1/6) to
the Class A Member; and
(ii) Any Net Losses of Company resulting from Special
Investments shall be allocated one hundred percent (100%) to
Investor.
(c) OPEN MARKET INVESTMENTS. Investor shall not have any interest in
Net Profits or Net Losses resulting from Open Market Investments, which
shall be allocated 100% to the Class A Member.
(d) NO PREFERENCE RETURN. Notwithstanding anything to the contrary in
the Operating Agreement, Investor hereby acknowledges and agrees that it
will not be entitled to any Preference Return or have any interest in
profits or losses derived from any activities or investments of Company
other than as described herein.
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6. REIMBURSEMENT OF LEGAL FEES AND EXPENSES. Investor shall promptly
reimburse Company for any and all legal fees and expenses, up to an amount of
Twenty Thousand and No/100ths Dollars ($20,000.00), of Ungaretti & Xxxxxx
incurred by Company with respect to Investor's investment of capital in and
admission to Company, the Initial Investment and any Special Investments.
7. RIGHTS WITH RESPECT TO DOMINION STOCK. Investor hereby acknowledges
that Company shall have all voting and other rights with respect to the DBC
Common Stock and that Investor's only interest in such stock is as a member of
Company.
8. ENTIRE AGREEMENT. This Agreement and the Operating Agreement together
contain the entire agreement and understanding of the parties with respect to
the subject matter hereof, and no representations, promises, agreements or
understandings regarding the subject matter hereof shall be of any force or
effect unless in writing, executed by the parties and dated subsequent to the
date hereof. In the event of any conflict between the provisions of this
Agreement and the Operating Agreement, the provisions of this Agreement shall
control.
9. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois without regard to conflict of
law principles thereof.
10. SEVERABILITY. If any provision of this Agreement shall be held
invalid or unenforceable, the remainder nevertheless shall remain in full force
and effect. If any provision is held invalid or unenforceable with respect to
particular circumstances, it nevertheless shall remain in full force and effect
in all other circumstances.
11. MODIFICATIONS AND WAIVERS. No change, modification or waiver of any
provision of this Agreement shall be valid or binding unless it is in writing
dated subsequent to the date hereof and signed by the party intended to be
bound. No waiver of any breach, term or condition of this Agreement by either
party shall constitute a subsequent waiver of the same or any other breach, term
or condition.
12. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
STG INVESTMENTS, LTD., DEERE PARK EQUITIES, L.L.C.,
a Liberian corporation an Illinois limited liability company
By: _____________________________ By: ________________________________
Xxxx Xxxxxxx, Member-Manager
Its:_____________________________
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