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EXHIBIT 10.10
STOCKHOLDERS' AGREEMENT
This STOCKHOLDERS' AGREEMENT (the "Agreement"), dated as of October 23,
2000, is among WEUS Holdings, Inc., a Delaware corporation ("WEUS"), Universal
Compression Holdings, Inc., a Delaware corporation ("Universal"), Xxxxxx Xxxxxx
Partners III, L.P., a Delaware limited partnership ("CHPIII"), Xxxxxx Xxxxxx
Offshore Partners III, L.P., a Delaware limited partnership ("Offshore"), Xxxxxx
Xxxxxx Affiliates III, L.P., a Delaware limited partnership ("CH Affiliates"),
and Xxxx X. Xxxxxx, an individual ("Castle" and, together with CHPIII, Offshore,
and CH Affiliates, the "Stockholders").
WITNESSETH:
WHEREAS, WEUS owns all of the outstanding capital stock of Enterra
Compression Company, a Delaware corporation (the "Company"); and
WHEREAS, the Company owns a 1% general partner interest in Xxxxxxxxxxx
Enterra Compression Company, L.P., a Delaware limited partnership (the "Limited
Partnership"), and Enterra Compression Investment Company, a Delaware
corporation and a wholly owned subsidiary of the Company ("ECIC"), owns a 99%
limited partner interest in the Limited Partnership; and
WHEREAS, the Limited Partnership owns 64% of the outstanding member
interests of Weatherford Global Compression Holding, L.L.C., a Delaware limited
liability company (the "General Partner"); and
WHEREAS, ECIC owns 64% of the outstanding capital stock of Xxxxxxxxxxx
Global Compression Services Ltd., an Alberta, Canada corporation ("WGCS"); and
WHEREAS, Global Compression Services, Inc. ("GC"), an indirect wholly
owned subsidiary of General Electric Capital Corporation, a New York corporation
("GE Capital"), owns the remaining (i) 36% of the outstanding capital stock of
WGCS and (ii) 36% of the outstanding member interests of the General Partner;
and
WHEREAS, the General Partner is the sole general partner, and the
Limited Partnership and GC are the sole limited partners, of Xxxxxxxxxxx Global
Compression Services, L.P., a Delaware limited partnership (the "Partnership"),
and the partner interests of the General Partner, the Limited Partnership and GC
as partners of the Partnership are 1%, 63.36%, and 35.64%, respectively; and
WHEREAS, Weatherford (defined below), WEUS, the Company, GC, and GE
Capital have entered into a Purchase Agreement (the "GC Purchase Agreement")
pursuant to which the Company will purchase the interests of GC in the General
Partner, the Partnership, and WGCS immediately prior to the Merger (as
hereinafter defined); and
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WHEREAS, Xxxxxxxxxxx International, Inc., a Delaware corporation and
the parent of WEUS ("Weatherford"), WEUS, the Company, Universal, and Universal
Compression, Inc. ("UCI") have entered into an Agreement and Plan of Merger,
dated of even date herewith (the "Merger Agreement"), pursuant to which the
Company will be merged with and into UCI with UCI as the surviving corporation
of the merger (the "Merger"); and
WHEREAS, pursuant to the Merger, all of the outstanding capital stock
of the Company owned by WEUS will be converted into the right to receive a total
of 13,750,000 newly issued shares of common stock, par value $0.01 per share, of
Universal ("Universal Common Stock"), subject to adjustment as provided in the
Merger Agreement; and
WHEREAS, the Merger is to be effected after the conditions to
consummation thereof set forth in the Merger Agreement have been satisfied or
waived, which conditions include, among other things, approval by Universal's
stockholders of the issuance by Universal of the Universal Common Stock to be
issued in the Merger, as required by the applicable rules of the New York Stock
Exchange; and
WHEREAS, the Stockholders (i) are the record owners of 3,124,848 shares
of Universal Common Stock, (ii) have the power to vote an additional 195,497
shares of Universal Common Stock pursuant to the Voting Trust (as hereinafter
defined), and (iii) have the power to cause other holders of 2,174,529 shares of
Universal Common Stock to vote pursuant to the Voting Agreement (as hereinafter
defined (collectively, (i), (ii), and (iii) represent 5,494,874 shares of
Universal Common Stock, hereinafter referred to as the "Existing Shares"); and
WHEREAS, in order to induce Weatherford, WEUS, and the Company to enter
into the Merger Agreement and consummate the transactions contemplated thereby,
the Stockholders are willing to enter into this Agreement in order to provide
for, among other things, (i) the obligations of the Stockholders to vote, or
cause the record or beneficial owner of the Shares (as defined in Section 1(a))
to vote, the Shares (other than Shares subject to unexercised options) (the
"Voting Shares") in the manner specified herein and, in connection therewith, to
grant a proxy with respect to the Voting Shares, and (ii) certain restrictions
on the sale, conveyance, or transfer of the Shares by the Stockholders;
NOW, THEREFORE, in consideration of the premises, the terms and
provisions set forth herein, the mutual benefits to be gained by the performance
thereof and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Defined Terms.
(a) As used herein, the terms set forth below shall have the following
respective meanings:
"1934 Act" means the Securities Exchange Act of 1934, as amended.
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"beneficial owner" has the meaning set forth in Rule 13d-3 under the
1934 Act, and the term "beneficial ownership" shall have a correlative meaning.
"Co-Investors" shall mean those stockholders of Universal whose shares
are subject to the Voting Agreement or the Voting Trust and shall include Xxxxxx
Xxxxxx Partners III, L.P., Xxxxxx Xxxxxx Offshore Partners III, L.P., Xxxxxx
Xxxxxx Affiliates III, L.P. and their affiliates, and any person or entity whose
manner of voting shares of capital stock or voting securities of Universal the
Stockholders can influence or determine pursuant to a written agreement.
"Shares" means the Existing Shares, together with all other shares of
capital stock or voting securities of Universal of which the Stockholder (a) is
a direct or indirect beneficial owner as of the date of this Agreement, (b)
becomes the direct or indirect beneficial owner after the date hereof,
including, but not limited to, shares or voting securities received pursuant to
any stock splits, stock dividends, or distributions, shares or voting securities
acquired by purchase or upon the exercise, conversion, or exchange of any
option, warrant, or convertible security or otherwise, and shares or voting
securities received pursuant to any change in the capital stock of Universal by
reason of any recapitalization, merger, reorganization, consolidation,
combination, exchange of shares, or any transaction with like purpose or effect,
and (c) becomes able to vote, direct the vote of, or cause in any manner the
voting of, which shares or other securities are not owned beneficially or of
record solely by the Stockholders.
"Voting Arrangements" means (a) those documents filed as Exhibits 1 and
2 to the Schedule 13D, dated May 30, 2000 (the "13D"), and filed with the
Securities and Exchange Commission on June 9, 2000 by Xxxxxx Xxxxxx Partners
III, L.P. et al. (together, the "Voting Trust") and (b) those documents filed as
Exhibits 3 and 4 to the 13D and as Exhibit 9.6 to Amendment No. 2 to the
Registration Statement on Form S-1, dated May 22, 2000, (together, the "Voting
Agreement").
(b) Capitalized terms used herein without definition shall have the
respective meanings assigned to such terms in the Merger Agreement.
SECTION 2. Agreement to Vote.
(a) For so long as this Agreement remains in effect (the "Term"), the
Stockholders shall, and shall take any and all actions necessary to cause the
Co-Investors to, at any meeting of the stockholders of Universal (including, but
not limited to, the Parent Stockholders' Meeting (as defined in the Merger
Agreement)), and in any action by written consent of the stockholders of
Universal in lieu of a meeting, vote all of the Voting Shares (a) in favor of
all matters requiring the approval of the stockholders of Universal to
consummate the Merger, including, but not limited to, the issuance of the shares
of Universal Common Stock pursuant to the Merger, and the other transactions
contemplated by the Merger Agreement and (b) against any Takeover Proposal or
any agreement, arrangement, or transaction relating to any Takeover Proposal or
required in order to implement the same or any action or agreement that,
directly or indirectly, is inconsistent with the Merger Agreement or the
transactions contemplated thereby or that is reasonably likely (i) to impede,
interfere with, delay, or postpone the Merger or the other transactions
contemplated by the Merger Agreement, (ii) to result in a breach of any
covenant,
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representation, warranty, or any other obligation of Universal or UCI
under the Merger Agreement, or (iii) to cause any conditions to the obligations
of the parties under the Merger Agreement not to be fulfilled.
SECTION 3. [INTENTIONALLY OMITTED]
SECTION 4. Agreement to Take Action. During the term of this Agreement,
without the prior written consent of WEUS, none of the Stockholders shall agree
to amend or waive any right under the Voting Arrangements and each of them shall
take all actions necessary and use their best efforts to enforce the terms of
such Voting Arrangements in order to effectuate the transactions contemplated by
this Agreement, including, but not limited to, the delivery of specific
instructions if so requested; provided however, nothing herein shall prevent any
Stockholder from agreeing to transfer shares subject to an existing Voting Trust
to a Voting Agreement so long as such transfer results in the Shares so
transferred being Voting Shares subject to this Agreement.
SECTION 5. Representations and Warranties.
(a) The Stockholders hereby represent and warrant to WEUS as
follows:
(i) The Stockholders have all necessary power and authority to
enter into and perform their respective obligations under this Agreement and to
consummate the transactions contemplated hereby. This Agreement has been duly
executed and delivered by the Stockholders and constitutes a legal, valid, and
binding obligation of each of the Stockholders, enforceable against each of the
Stockholders in accordance with the terms hereof subject to (x) applicable
bankruptcy, insolvency, reorganization, moratorium, and other similar laws of
general application with respect to creditors, (y) general principles of equity,
and (z) the power of a court to deny enforcement of remedies generally based
upon public policy.
(ii) The execution and delivery by the Stockholders of this
Agreement, the performance by each of them of their obligations hereunder, and
the consummation by them of the transactions contemplated hereby will not (i)
conflict with, result in any violation or breach of, or constitute a default
under, any term or provision of any note, bond, mortgage, indenture, lease,
franchise, permit, license, contract, or other instrument or document to which
any Stockholder is a party by which its properties or assets are bound,
including, but not limited to, any of the Voting Arrangements or (ii) subject to
filing of reports as may be required under Section 13(d) and Section 16 of the
1934 Act, conflict with, or result in any violation of, any law, ordinance,
statute, rule, or regulation of any Governmental Entity or of any order, writ,
injunction, judgment, or decree of any court, arbitrator, or Governmental
Authority applicable to any of the Stockholders, or their respective properties
or assets.
(iii) There is no requirement applicable to any Stockholder to
obtain any consent of, or to make or effect any declaration, filing, or
registration with, any Governmental Authority for the valid execution and
delivery by each Stockholder of this Agreement, the due performance by each of
them of their respective obligations hereunder, or the lawful consummation by
each of them of the transactions contemplated hereby, except for any filings
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required to be made by any Stockholder in connection with this Agreement
pursuant to Section 13(d) of the 1934 Act and the rules and regulations
promulgated thereunder.
(iv) As of the date hereof, each Stockholder is the record
owner of the number of Existing Shares set forth opposite the name of such
Stockholder on Exhibit A and presently has, and following the execution and
delivery of the Merger Agreement by the parties thereto, will continue to have,
the power and right to vote all of the Existing Shares, including, but not
limited to, in each case, the power and right to vote all of the Existing Shares
with respect to the proposals to be presented at the Parent Stockholders'
Meeting relating to the issuance of the shares of Universal Common Stock in
connection with the Merger, except as the right to vote shares subject to the
Voting Arrangements may expire upon the transfer thereof. Nothing herein shall
restrict the right of any Stockholder to transfer any Voting Shares so long as
the transferee agrees to be bound by the terms of this Agreement and executes
and delivers a copy of this Agreement as a condition to such transfer. The
Existing Shares set forth opposite the name of the Stockholder on such exhibit
are the only shares of capital stock or voting securities of Universal of which
the Stockholder is the record owner. Except as described on Exhibit A, the
Shares held of record by each Stockholder are, or, if acquired after the date
hereof, will be, owned by the Stockholder free and clear of all liens, claims,
charges, and encumbrances, except for those provided for under the express terms
of this Agreement, the Voting Arrangements, and the Merger Agreement. The
Stockholders have not entered into any voting trust or other agreement with
respect to any of the Shares other than the Voting Arrangements and this
Agreement and has not appointed or granted any proxy, unless such appointment or
grant is no longer effective, with respect to any of the Shares.
(v) The Voting Agreements and the Voting Trust have been duly
authorized, executed, and delivered by each of the Stockholders that is a party
thereto and constitute valid and binding obligations of each such Stockholder,
enforceable against each of them in accordance with its terms, subject to (x)
applicable bankruptcy, insolvency, reorganization, moratorium, and other similar
laws of general application with respect to creditors, (y) general principles of
equity, and (z) the power of a court to deny enforcement of remedies generally
based upon public policy.
(vi) There is no suit, action, investigation, or proceeding
pending or, to the knowledge of any of the Stockholders, threatened against any
Stockholder at law or in equity before or by any Governmental Authority that
could impair the ability of any Stockholder to perform its obligations hereunder
on a timely basis, and there is no agreement, commitment or, to the Knowledge of
such Stockholder, law to which any Stockholder is subject that could impair the
ability of any Stockholder to perform its obligations hereunder on a timely
basis.
(b) Universal hereby represents and warrants to WEUS and further
covenants as follows:
(i) Universal has all necessary corporate power and authority
to enter into and perform its obligations under this Agreement and to consummate
the transactions contemplated hereby. This Agreement has been duly executed and
delivered by Universal and constitutes a legal, valid, and binding obligation of
Universal, enforceable against Universal in accordance
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with the terms hereof subject to (x) applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws of general application with
respect to creditors, (y) general principles of equity, and (z) the power of a
court to deny enforcement of remedies generally based upon public policy.
(ii) The execution and delivery by Universal of this
Agreement, the performance by it of its obligations hereunder, and the
consummation by it of the transactions contemplated hereby will not (i) conflict
with, result in any violation or breach of, or constitute a default under, any
term or provision of any note, bond, mortgage, indenture, lease, franchise,
permit, license, contract, or other instrument or document to which Universal is
a party or by which its properties or assets are bound or (ii) conflict with, or
result in any violation of, any law, ordinance, statute, rule, or regulation of
any Governmental Authority or of any order, writ, injunction, judgment, or
decree of any court, arbitrator, or Governmental Authority applicable to
Universal or its properties or assets.
(iii) There is no requirement applicable to Universal to
obtain any consent of, or to make or effect any declaration, filing, or
registration with, any Governmental Authority for the valid execution and
delivery by Universal of this Agreement, the due performance by it of its
obligations hereunder, or the lawful consummation by it of the transactions
contemplated hereby.
(iv) All of the Existing Shares have been duly authorized and
validly issued and are fully paid and non-assessable.
(v) Universal will not, and will cause its stock transfer
agent not to, register the transfer of any of the Shares of the Stockholders on
the stock transfer ledger of Universal at any time prior to the termination of
this Agreement pursuant to Section 14 unless the transferee agrees to be bound
by the terms of this Agreement and executes and delivers a copy of this
Agreement as a condition to such transfer.
SECTION 6. No Encumbrances on or Transfer of Shares. Except pursuant to
the terms of this Agreement or the Merger Agreement, for so long as this
Agreement remains in effect, none of the Stockholders shall directly or
indirectly sell, convey, or transfer record or beneficial ownership of any
Shares, including the right to vote, cause the voting of, or influence the
manner in which are voted, the Voting Shares, by any means whatsoever to any
person or entity, without the prior written consent of WEUS unless such
transferee agrees to be bound by the terms hereof and executes and delivers this
agreement to WEUS. Without limiting the generality of the foregoing, for so long
as this Agreement remains in effect, none of the Stockholders shall, directly or
indirectly, (i) except pursuant to the terms of this Agreement, grant any proxy
or enter into any voting trust or other agreement or arrangement with respect to
the Shares or (ii) except pursuant to the terms of the Merger Agreement and
unless such transferee agrees to be bound by the terms hereof and executes and
delivers this agreement to WEUS, sell, assign, transfer, encumber, or otherwise
dispose of, or enter into any contract, option, or other arrangement or
understanding with respect to the direct or indirect sale, assignment, transfer,
encumbrance, or other disposition of, any Shares, in each case without the prior
written consent of WEUS. If requested by WEUS, the Stockholders shall cause an
appropriate legend referring to the restrictions provided for in this Section 6
to be placed on the certificates evidencing the Shares.
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SECTION 7. No Solicitation. For so long as this Agreement remains in
effect, and subject to Section 14 hereof, none of the Stockholders shall, and
none of them shall permit any affiliates or, if applicable, any director,
officer, employee, consultant, agent, advisor, or representative of any of them
or any of their affiliates to, take or participate in any actions that, if taken
by Universal, would be prohibited under the terms of Section 6.13 of the Merger
Agreement.
SECTION 8. Additional Shares. For so long as this Agreement remains in
effect, each Stockholder shall notify WEUS promptly of the number of any
additional shares of Universal Common Stock and the number and type of any other
Shares acquired by such Stockholder, if any, after the date hereof.
SECTION 9. Best Efforts. Each of the parties hereto shall use its
reasonable best efforts to take, or cause to be taken, all action and to do, or
cause to be done, all things necessary, proper, or advisable under applicable
laws and regulations and which may be required under any agreements, contracts,
commitments, instruments, understandings, arrangements, or restrictions of any
kind to which it is a party or by which it is or may be bound, in order to
effectuate the transactions contemplated by this Agreement, to obtain all
necessary waivers, consents, and approvals from, and effect all necessary
registrations and filings with, any Governmental Authority, and to rectify any
event or circumstances which could impede the effectuation of the transactions
contemplated hereby; provided, however, that Universal shall only be required to
use its reasonable best efforts to take such actions or do such things in
pursuant to Section 5(b)(v) hereof.
SECTION 10. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without regard
to any principles of conflicts of laws that would result in the application of
the laws of any other jurisdiction.
SECTION 11. Severability. If any provision contained herein shall be
held to be invalid, illegal, or unenforceable in any respect, the validity,
legality, and enforceability of any such provision in every other respect and
the validity, legality, and enforceability of the remaining provisions contained
in this Agreement shall not be in any way impaired thereby. Upon a determination
that any term or other provision is invalid, illegal, or unenforceable, such
term or provision shall be modified, without any further action by any of the
parties, so as to effect the original intent of the parties as closely as
possible in order that the terms of this Agreement remain as originally
contemplated to the fullest extent possible.
SECTION 12. Expenses. All fees and expenses incurred by any of the
parties hereto in connection with this Agreement or any of the transactions
contemplated hereby shall be borne and paid solely by the party incurring such
fees and expenses.
SECTION 13. Further Assurances. Each Stockholder shall execute and
deliver, or cause to be executed and delivered, at the expense of WEUS, all such
other and further documents and instruments and take all such further actions as
may be reasonably necessary in order to effectuate the transactions contemplated
by this Agreement.
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SECTION 14. Action in Stockholder Capacity Only. It is expressly
understood and agreed that each Stockholder makes no agreement or understanding
under this Agreement in its, his or her capacity as a director of Universal.
Each Stockholder is entering into this Agreement solely in its, his or her
capacity as a record and beneficial owner of Shares, and nothing contained
herein shall limit or affect, or impose any obligations with respect to, any
actions taken by the Stockholder in its, his or her capacity as a director of
Universal.
SECTION 15. Termination. This Agreement shall terminate and be of no
further force or effect (a) by the written mutual consent of all the parties
hereto or (b) automatically and without any required action by the parties on
the earliest of (i) the Effective Time of the Merger, (ii) the date upon which
the Merger Agreement has been terminated, or (iii) April 1, 2001. In addition,
any Stockholder may terminate this Agreement if Weatherford, WEUS, or the
Company breaches any representation, warranty, covenant or other agreement
contained in the Merger Agreement that (A) would give rise to the failure of
Weatherford, WEUS, or the Company to satisfy any condition set forth in Section
8.2(a) thereof, and (B) cannot be or has not been cured within 45 days after the
giving of written notice to Weatherford, WEUS, or the Company of such breach (a
"Material Breach") (provided that such Stockholder is not then in breach in any
material respect of any obligation, covenant, or other agreement contained in
this Agreement or in Material Breach of any representation or warranty contained
in this Agreement. If, however, the Parent Stockholders' Meeting is scheduled to
occur after the giving of notice of a Material Breach but before (i) the
determination that such breach cannot be cured or (ii) expiration of the 45-day
cure period, as applicable (the dates in (i) and (ii), the "Cure Deadline"), if
necessary Universal will adjourn the Parent Stockholders' Meeting for such time
as may be necessary so that such meeting shall not occur prior to the applicable
Cure Deadline.
SECTION 16. Notices. All notices and other communications hereunder
shall be in writing and shall be given by delivery in person, by registered or
certified mail (return receipt requested and with postage prepaid thereon) or by
cable, telex, or facsimile transmission to (i) in the case of WEUS, the address
set forth in Section 12.5 of the Merger Agreement and (ii) in the case of each
Stockholder, the address set forth in Exhibit A hereto (or at such other address
as any party shall have furnished to the others in accordance with the terms of
this Section 16). All notices and other communications hereunder that are
addressed as provided in or pursuant to this Section 16 shall be deemed duly and
validly given (a) if delivered in person, upon delivery, (b) if delivered by
registered or certified mail (return receipt requested and with postage paid
thereon), 72 hours after being placed in a depository of the United States
mails, and (c) if delivered by facsimile transmission, upon transmission thereof
and receipt of the appropriate answerback or confirmation.
SECTION 17. Amendment; Waiver. The terms and provisions of this
Agreement may be modified or amended only by a written instrument executed by
each of the parties hereto, and compliance with any term or provision hereof may
be waived only by a written instrument executed by each party entitled to the
benefits of the same. No failure to exercise any right, power, or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power, or privilege granted hereunder.
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SECTION 18. Entire Agreement. This Agreement (including the Exhibit
hereto) constitutes the entire agreement among the parties with respect to the
subject matter hereof and supersedes all prior written or oral agreements and
understandings and all contemporaneous oral agreements and understandings among
the parties or any of them with respect to the subject matter hereof.
SECTION 19. Parties in Interest; Assignment. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns (it being understood and agreed that nothing contained in
this Agreement is intended to confer any rights, benefits, or remedies of any
kind or character on any other person under or by reason of this Agreement). No
party may delegate any of its obligations or assign or otherwise transfer any
its rights under this Agreement without the prior written consent of each of the
other parties. Any attempted or purported assignment, delegation, or other
transfer by any party in violation of this Section 19 shall be null and void.
SECTION 20. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed by any of the Stockholders in accordance with the
terms hereof. Accordingly, the parties agree that WEUS shall be entitled to
injunctive relief to prevent breaches of the terms of this Agreement and to
specific performance of the terms hereof, in addition to any other remedy now or
hereafter available at law or in equity, or otherwise.
SECTION 21. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
WEUS Holdings, Inc.
By: /s/ Xxxxxx X. Xxxx
---------------------------
Name: Xxxxxx X. Xxxx
Title: Executive Vice President
Universal Compression Holdings, Inc.
By: /s/ Xxxxx X. Xxxxxx
---------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
Xxxxxx Xxxxxx Partners III, L.P.
By: Xxxxxx Xxxxxx, Inc., its
investment manager
By: /s/ Xxxx X. Xxxxxx
--------------------------
Name: Xxxx X. Xxxxxx
Title:
Xxxxxx Xxxxxx Offshore Partners III, LP
By: Xxxxxx Xxxxxx, Inc., its
investment manager
By: /s/ Xxxx X. Xxxxxx
--------------------------
Name: Xxxx X. Xxxxxx
Title:
Xxxxxx Xxxxxx Affiliates, L.P.
By: Xxxxxx Xxxxxx, Inc., its
investment manager
By: /s/ Xxxx X. Xxxxxx
--------------------------
Name: Xxxx X. Xxxxxx
Title:
Xxxxxx Xxxxxx Associates III, L.P.
By: Xxxxxx Xxxxxx Partners, III,
G.P., Inc., its general partner
By: /s/ Xxxx X. Xxxxxx
--------------------------
Name: Xxxx X. Xxxxxx
Title:
Xxxx X. Xxxxxx
By: /s/ Xxxx X. Xxxxxx
----------------------------
In his capacity as Trustee
for the First Voting Trust
and the Second Voting Trust
/s/ Xxxx X. Xxxxxx
-------------------------
Xxxx X. Xxxxxx
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EXHIBIT A
EXISTING SHARES
OWNED BY THE STOCKHOLDERS
NUMBER NUMBER OF SHARES NAME AND
NAME AND ADDRESS OF SHARES PLEDGED ADDRESS OF PLEDGEE
---------------- --------- ---------------- ------------------
STOCKHOLDERS:
Xxxxxx Xxxxxx Partners III, L.P. 2,936,718 2,936,718 WEUS Holding, Inc.
c/o Xxxxxx Xxxxxx, Inc. 000 Xxxx Xxx Xxxx, Xxxxx 000
150 East 58th Street, 00xx Xxxxx Xxxxxxx, Xxxxx 00000-0000
Xxx Xxxx, XX 00000
Xxxxxx Xxxxxx Offshore Partners III, L.P. 48,142 48,142 WEUS Holding, Inc.
c/o Xxxxxx Xxxxxx, Inc. 000 Xxxx Xxx Xxxx, Xxxxx 000
150 East 58th Street, 00xx Xxxxx Xxxxxxx, Xxxxx 00000-0000
Xxx Xxxx, XX 00000
Xxxxxx Xxxxxx Affiliates III, L.P. 49,079 49,079 WEUS Holding, Inc.
c/o Xxxxxx Xxxxxx, Inc. 000 Xxxx Xxx Xxxx, Xxxxx 000
150 East 58th Street, 00xx Xxxxx Xxxxxxx, Xxxxx 00000-0000
Xxx Xxxx, XX 00000
Xxxx X. Xxxxxx 90,909 90,909 WEUS Holding, Inc.
c/o Xxxxxx Xxxxxx, Inc. 000 Xxxx Xxx Xxxx, Xxxxx 000
150 East 58th Street, 00xx Xxxxx Xxxxxxx, Xxxxx 00000-0000
Xxx Xxxx, XX 00000
VOTING TRUST:
Branford Castle Holding, Inc. 19,449 19,449 WEUS Holding, Inc.
c/o Xxxxxx Xxxxxx, Inc. 000 Xxxx Xxx Xxxx, Xxxxx 000
150 East 58th Street, 00xx Xxxxx Xxxxxxx, Xxxxx 00000-0000
Xxx Xxxx, XX 00000
Frogmore Forum Family Fund, LLC 11,177 11,177 WEUS Holding, Inc.
c/o Xxxxxx Xxxxxx, Inc. 000 Xxxx Xxx Xxxx, Xxxxx 000
150 East 58th Street, 00xx Xxxxx Xxxxxxx, Xxxxx 00000-0000
Xxx Xxxx, XX 00000
Xxxxxx Xxxxx 80,417 80,417 WEUS Holding, Inc.
0000 Xxxxxxx Xxxxx 000 Xxxx Xxx Xxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000 Xxxxxxx, Xxxxx 00000-0000
Xxxxxxx X. Xxxxxxxxx 167 167 WEUS Holding, Inc.
c/o Xxxxxx Xxxxxx, Inc. 000 Xxxx Xxx Xxxx, Xxxxx 000
150 East 58th Street, 00xx Xxxxx Xxxxxxx, Xxxxx 00000-0000
Xxx Xxxx, XX 00000
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NUMBER NUMBER OF SHARES NAME AND
NAME AND ADDRESS OF SHARES PLEDGED ADDRESS OF PLEDGEE
---------------- --------- ---------------- ------------------
Xxxxxx Xxxxx 1,337 1,337 WEUS Holding, Inc.
c/o Xxxxxx Xxxxxx, Inc. 000 Xxxx Xxx Xxxx, Xxxxx 000
150 East 58th Street, 00xx Xxxxx Xxxxxxx, Xxxxx 00000-0000
Xxx Xxxx, XX 00000
Xxxx X. Xxxxx 1994 Trust 334 334 WEUS Holding, Inc.
c/o Xxxxxx Xxxxxx, Inc. 000 Xxxx Xxx Xxxx, Xxxxx 000
150 East 58th Street, 00xx Xxxxx Xxxxxxx, Xxxxx 00000-0000
Xxx Xxxx, XX 00000
Xxxxxxx X. Xxxxx 1994 Trust 334 334 WEUS Holding, Inc.
c/o Xxxxxx Xxxxxx, Inc. 000 Xxxx Xxx Xxxx, Xxxxx 000
150 East 58th Street, 00xx Xxxxx Xxxxxxx, Xxxxx 00000-0000
Xxx Xxxx, XX 00000
Xxxxxxx X. Xxxxxxx 334 334 WEUS Holding, Inc.
c/o Xxxxxx Xxxxxx, Inc. 000 Xxxx Xxx Xxxx, Xxxxx 000
150 East 58th Street, 00xx Xxxxx Xxxxxxx, Xxxxx 00000-0000
Xxx Xxxx, XX 00000
Xxxxxx Xxxxxxxx 1,337 1,337 WEUS Holding, Inc.
c/o Xxxxxx Xxxxxx, Inc. 000 Xxxx Xxx Xxxx, Xxxxx 000
150 East 58th Street, 00xx Xxxxx Xxxxxxx, Xxxxx 00000-0000
Xxx Xxxx, XX 00000
Xxxxxxx X. Xxxxxx 3,344 3,344 WEUS Holding, Inc.
c/o Xxxxxx Xxxxxx, Inc. 000 Xxxx Xxx Xxxx, Xxxxx 000
150 East 58th Street, 00xx Xxxxx Xxxxxxx, Xxxxx 00000-0000
Xxx Xxxx, XX 00000
Xxxxx X. Xxxx 10,035 10,035 WEUS Holding, Inc.
c/o Xxxxxx Xxxxxx, Inc. 000 Xxxx Xxx Xxxx, Xxxxx 000
150 East 58th Street, 00xx Xxxxx Xxxxxxx, Xxxxx 00000-0000
Xxx Xxxx, XX 00000
Xxxxxx X. Xxxxx 334 334 WEUS Holding, Inc.
c/o Xxxxxx Xxxxxx, Inc. 000 Xxxx Xxx Xxxx, Xxxxx 000
150 East 58th Street, 00xx Xxxxx Xxxxxxx, Xxxxx 00000-0000
Xxx Xxxx, XX 00000
Xxxx Xxxxx Xxxxxxx 33,453 33,453 WEUS Holding, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx 0000 000 Xxxx Xxx Xxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000 Xxxxxxx, Xxxxx 00000-0000
Xxxx Xxxxx Xxxxxxx 6,689 6,689 WEUS Holding, Inc.
c/o Xxxx Xxxxx Xxxxxxx 000 Xxxx Xxx Xxxx, Xxxxx 000
000 Xxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000-0000
Xxx Xxxxxxx, XX 00000
A-2
13
NUMBER NUMBER OF SHARES NAME AND
NAME AND ADDRESS OF SHARES PLEDGED ADDRESS OF PLEDGEE
---------------- --------- ---------------- ------------------
Cliffe Xxxxx Xxxxxxx 6,689 6,689 WEUS Holding, Inc.
c/o Xxxx Xxxxx Xxxxxxx 000 Xxxx Xxx Xxxx, Xxxxx 000
000 Xxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000-0000
Xxx Xxxxxxx, XX 00000
Xxxx Xxx Xxxxxxx 6,689 6,689 WEUS Holding, Inc.
c/o Xxxx Xxxxx Xxxxxxx 000 Xxxx Xxx Xxxx, Xxxxx 000
000 Xxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000-0000
Xxx Xxxxxxx, XX 00000
Xxxx Xxxxx Xxxxxxx, Xx. 6,689 6,689 WEUS Holding, Inc.
c/o Xxxx Xxxxx Xxxxxxx 000 Xxxx Xxx Xxxx, Xxxxx 000
000 Xxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000-0000
Xxx Xxxxxxx, XX 00000
Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxxx 6,689 6,689 WEUS Holding, Inc.
c/o Xxxx Xxxxx Xxxxxxx 000 Xxxx Xxx Xxxx, Xxxxx 000
000 Xxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000-0000
Xxx Xxxxxxx, XX 00000
VOTING AGREEMENT:
Xxxx Atlantic Master Trust 535,269 535,269 WEUS Holding, Inc.
c/x Xxxx Atlantic Management Company 000 Xxxx Xxx Xxxx, Xxxxx 000
000 Xxxx Xxxxxx Xxxxxxx, Xxxxx 00000-0000
Xxx Xxxx, XX 00000
Mellon Bank, N.A.
Trustee of Xxxx Atlantic Master Trust
Xxx Xxxxxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
First Union Capital Partners, Inc. 535,269 535,269 WEUS Holding, Inc.
One First Union Center 000 Xxxx Xxx Xxxx, Xxxxx 000
301 South College Street, 5th Floor Houston, Texas 77027-3415
Xxxxxxxxx, XX 00000-0000
DB Capital Partners SBIC, L.P. 535,269 535,269 WEUS Holding, Inc.
Mail Stop 2255 000 Xxxx Xxx Xxxx, Xxxxx 000
000 Xxxxxxx Xxxxxx Xxxxxxx, Xxxxx 00000-0000
Xxx Xxxx, XX 00000
A-3
14
NUMBER NUMBER OF SHARES NAME AND
NAME AND ADDRESS OF SHARES PLEDGED ADDRESS OF PLEDGEE
---------------- --------- ---------------- ------------------
Du Pont Pension Trust 535,269 535,269 WEUS Holding, Inc.
c/o Du Pont Capital Management Corp. 000 Xxxx Xxx Xxxx, Xxxxx 000
Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 00000-0000
Xxx Xxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Xxxxx University Third Century Fund 33,453 33,453 WEUS Holding, Inc.
Attn: Xxxxxxxxxxx Xxxxxx 000 Xxxx Xxx Xxxx, Xxxxx 000
000 Xxxxxx Xxxxxx Xxxxxxx, Xxxxx 00000-0000
Xxx X
Xxxxxxxxxx, XX 00000
Grand Total: 5,494,874 5,494,874
A-4
