EXHIBIT 99.2
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made this 19th day of
May, 2006, by and between TONTINE CAPITAL PARTNERS, L.P., a Delaware limited
partnership (the "BUYER"), and those individuals listed on the signature pages
hereto (each individually, a "SELLER" and collectively, the "SELLERS").
RECITALS
A. The Buyer has agreed, subject to certain conditions, to acquire certain
shares and warrants to acquire shares of ACP Holding Company, a Delaware
corporation with its main office located in Neenah, Wisconsin (the "COMPANY"),
pursuant to a Securities Purchase Agreement between Buyer, MacKay Xxxxxxx, LLC,
Citicorp Capital Investors, Ltd., CVC Capital Funding LP, Citicorp Mezzanine
III, L.P., Trust Company of the West and Metropolitan Life Insurance Company,
dated May 19 2006 (the "SECURITIES PURCHASE AGREEMENT").
B. Each Seller is an officer or employee of the Company. Each Seller
desires to sell to the Buyer and the Buyer desires to purchase from each Seller
certain shares (the "SHARES") of the common stock of the Company, all on the
terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
promises, covenants and agreements hereinafter set forth, the parties hereby
agree as follows:
AGREEMENTS
SECTION 1. INITIAL SALE AND PURCHASE OF SHARES. On the terms and subject to
the conditions hereinafter set forth, each Seller agrees to sell, transfer and
assign the Shares set forth next to such Seller's name on Schedule 1 attached
hereto and designated as "Initial Shares" (the "INITIAL SHARES), free and clear
of all security interests, liens, claims, encumbrances, pledges, options,
charges and restrictions (on transferability or otherwise), except for any
restrictions on transfer arising pursuant to the Securities Act of 1933, as
amended (the "SECURITIES ACT") or pursuant to that certain Stockholders
Agreement, dated as of October 8, 2003 (the "STOCKHOLDERS AGREEMENT") among the
Company, the Sellers and the additional stockholders party thereto, to the Buyer
and the Buyer agrees to purchase such Shares from each of the Sellers (the
"INITIAL PURCHASE"). The purchase price for the Initial Shares shall be an
amount in cash equal to $1.80 per Initial Share. The total purchase price
payable to each Seller in connection with the Initial Purchase is set forth next
to each Seller's name on Schedule 1 hereto as the Initial Purchase Price and
shall be referred to as the "INITIAL PURCHASE PRICE."
SECTION 2. INITIAL CLOSING.
(A) Subject to the terms of this Agreement, the closing of the Initial
Purchase (the "INITIAL CLOSING") shall occur on or before the date that is five
(5) days after the date that the last of the conditions set forth in SECTIONS 7
and 8 have been satisfied, or at such other place, date and time as is mutually
agreed to by the Buyer and the Sellers (the "INITIAL CLOSING DATE").
(B) At the Initial Closing: (i) each Seller shall deliver the
certificates representing the Initial Shares, together with duly executed
Assignments Separate from Certificate, to American Stock Transfer and Trust
Company, the Company's transfer agent (the "TRANSFER AGENT"), together with such
other documents requested by the Transfer Agent (the "TRANSFER INSTRUCTIONS") as
may be necessary for the transfer of record ownership of the Initial Shares to
the Buyer on the stock records of the Company; (ii) upon the Buyer's receipt of
confirmation reasonably satisfactory to the Buyer from the Transfer Agent that
the Transfer Agent is prepared to transfer record ownership of the Initial
Shares to the Buyer in accordance with clause (i) of this paragraph, the Buyer
shall deliver the Initial Purchase Price in immediately available funds to each
of the Sellers in the respective amounts shown on Schedule 1 hereto by wire
transfer to an account designated by such Seller to the Buyer in writing at
least two business days prior to the Initial Closing Date; and (iii) upon the
Buyer's delivery of the Initial Purchase Price and in accordance with the
Transfer Instructions, the Transfer Agent shall take such action as may be
reasonably necessary to transfer record ownership of the Initial Shares to the
Buyer on the stock transfer records of the Company and shall cause to be
delivered to the Buyer certificates representing the Initial Shares.
SECTION 3. SELLER PUT RIGHT. The Buyer hereby grants to each Seller the
right (the "PUT RIGHT") to sell, transfer and assign to the Buyer the Shares set
forth next to such Seller's name on Schedule 1 attached hereto and designated as
"Put Shares" (the "PUT SHARES"), subject to adjustment from time to time in
accordance with SECTION 11, free and clear of all security interests, liens,
claims, encumbrances, pledges, options, charges and restrictions (on
transferability or otherwise), except for any restrictions on transfer arising
pursuant to the Securities Act and the Stockholders Agreement. Upon due and
proper exercise by a Seller (each such Seller a "PUT SELLER") of his or her Put
Right in accordance with SECTION 4 hereof, the Buyer hereby agrees to purchase
such Put Shares from such Put Seller (the "PUT PURCHASE") on the terms and
subject to the conditions hereinafter set forth. The purchase price for the Put
Shares shall be an amount in cash equal to $1.80 per Put Share, subject to
adjustment from time to time, as described in SECTION 11. The total purchase
price payable to each Put Seller in connection with the Put Purchase shall be
referred to as the "PUT PURCHASE PRICE."
SECTION 4. EXERCISE OF PUT RIGHTS, SECOND CLOSING.
(A) Each Put Seller may exercise such Put Seller's Put Right by
written notice, substantially in the form attached hereto as Exhibit A (the
"EXERCISE NOTICE"), delivered to the Buyer no more than ninety (90) days and at
least thirty (30) days prior to the one (1) year anniversary of the Initial
Closing Date. The Put Right may be exercised with respect to some or all of the
Put Shares.
(B) Following delivery of a properly executed Exercise Notice from a
Put Seller, and subject to the terms of this Agreement, the closing of the Put
Purchase (the "SECOND CLOSING") shall occur on the one (1) year anniversary of
the Initial Closing Date or at such other place, date and time as is mutually
agreed to by the Buyer and the Put Sellers (the "SECOND CLOSING DATE");
provided, however, that if the Buyer is required to make an HSR Notification (as
hereafter defined) in connection with the Put Purchase, the Second Closing shall
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occur on a date agreed to by the Buyer and the Put Sellers but not later than
five (5) days following the satisfaction of the conditions set forth in SECTION
4(C).
(C) The Put Purchase shall be subject to the satisfaction of the
following conditions: (i) the truth and accuracy in all material respects of the
representations and warranties of each Put Seller set forth in SECTION 5, as of
the dates and for the periods to which they relate, and at the Second Closing as
though made on the Second Closing Date, and the delivery by each Put Seller of a
certificate to the Buyer, dated as of the Second Closing Date, certifying the
same, (ii) the truth and accuracy in all material respects of the
representations and warranties of the Buyer set forth in SECTION 6 as of the
dates and for the periods to which they relate, and at the Second Closing as
though made on the Second Closing Date, and the delivery by the Buyer of a
certificate to each Put Seller, dated as of the Second Closing Date, certifying
the same and (iii) if applicable, the waiting period under the HSR Act (as
hereafter defined) having expired or early termination having been granted.
(D) At the Second Closing: (i) each Put Seller shall deliver the
certificates representing the Put Shares, together with duly executed
Assignments Separate from Certificate, to the Transfer Agent, together with the
Transfer Instructions as may be necessary for the transfer of record ownership
of the Put Shares to the Buyer on the stock records of the Company; (ii) upon
the Buyer's receipt of confirmation reasonably satisfactory to the Buyer from
the Transfer Agent that the Transfer Agent is prepared to transfer record
ownership of the Put Shares to the Buyer in accordance with clause (i) of this
paragraph, the Buyer shall deliver the Put Purchase Price in immediately
available funds to each of the Put Sellers by wire transfer to an account
designated by such Put Seller to the Buyer in writing at least two business days
prior to the Second Closing Date; and (iii) upon the Buyer's delivery of the Put
Purchase Price and in accordance with the Transfer Instructions, the Transfer
Agent shall take such action as may be reasonably necessary to transfer record
ownership of the Put Shares to the Buyer on the stock transfer records of the
Company and shall cause to be delivered to the Buyer certificates representing
the Put Shares.
(E) If required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of
1976, as amended (the "HSR ACT"), and the rules and regulations promulgated
thereunder, in connection with the Put Purchase the Buyer shall file or cause to
be filed with the United States Federal Trade Commission and the Antitrust
Division of the United States Department of Justice, a notification (the "HSR
NOTIFICATION") under the HSR Act.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each Seller
hereby, severally and not jointly, represents and warrants to the Buyer as
follows:
(A) OWNERSHIP OF SHARES. Such Seller is the beneficial owner of the
Shares (including the Initial Shares and the Put Shares) identified next to such
Seller's name on Schedule 1 hereto, the total number of Shares identified next
to the Seller's name on Schedule 1 hereto constitutes all of the Shares
beneficially owned by such Seller and the Initial Shares and Put Shares are free
and clear of any security interest, claim, lien, pledge, option, encumbrance or
restriction (on transferability or otherwise) whatsoever, except for any
restrictions on transfer arising pursuant to the Securities Act or pursuant to
the Stockholders Agreement, and the
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delivery to the Buyer of such Shares in the manner set forth in this Agreement
will convey to the Buyer good and marketable title to such Shares, free and
clear of any security interest, claim, lien, pledge option, encumbrance or
restriction (on transferability or otherwise) whatsoever, except for any
restrictions on transfer arising pursuant to the Securities Act or pursuant to
the Stockholders Agreement.
(B) LEGAL CAPACITY. Such Seller has the legal capacity to enter into
this Agreement and carry out his obligations hereunder, including his obligation
to sell to the Buyer the Initial Shares and the Put Shares, if applicable, set
forth next to such Seller's name on Schedule 1 hereto.
(C) AUTHORIZATION AND ENFORCEABILITY. This Agreement and the
consummation of the transactions contemplated hereby have been duly and validly
authorized by, and duly and validly executed and delivered on behalf of such
Seller, and no further approval or authorization is required. This Agreement
(assuming the due authorization, execution and delivery by the other parties
hereto) constitutes the valid and binding agreement of such Seller, enforceable
in accordance with its terms, except as such enforceability may be limited by:
(i) applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights generally; (ii) equitable limitations
on the availability of specific remedies; and (iii) principles of equity.
(D) BROKERS AND FINDERS. Such Seller has not, and no person acting on
behalf of such Seller has, employed any broker, agent or finder or incurred any
liability for any brokerage fees, agents' commissions or finders' fees in
connection with the transactions contemplated herein.
(E) NO CONFLICTS. The execution, delivery and performance of this
Agreement, as well as the consummation of the transactions contemplated hereby,
will not (i) assuming the truth and accuracy of the Buyer's representations in
SECTION 6(D) below, require such Seller to obtain the consent or approval of, or
make any filing with, any person or public authority; (ii) conflict with or
constitute or result in a breach or violation of, or give to others any rights
of termination, amendment, acceleration or cancellation of, or result in the
creation of a lien or encumbrance on such Seller's Shares pursuant to any terms
and provisions of any agreement or instrument to which such Seller is a party or
by which such Seller's Shares are bound; or (iii) violate any law, regulation,
judgment or order applicable to such Seller.
(F) NO LITIGATION. There is no litigation or proceeding, in law or in
equity, and there are no proceedings or governmental investigations before any
commission or other administrative authority pending or threatened against such
Seller that are reasonably likely to prohibit or restrain the ability of such
Seller to consummate the transactions contemplated by this Agreement.
SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer hereby
represents and warrants to the Sellers as follows:
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(A) ORGANIZATION. The Buyer is a Delaware limited partnership, duly
organized, validly existing and in good standing under the laws of the state of
Delaware, with the requisite limited partnership power and authority to execute
and deliver this Agreement and carry out its obligations hereunder, including
its obligation to purchase the Shares (including the Initial Shares and, if
applicable, the Put Shares) from the Sellers and pay the Initial Purchase Price
and, if applicable, the Put Purchase Price to the Sellers.
(B) AUTHORIZATION AND ENFORCEABILITY. This Agreement and the
consummation of the transactions contemplated hereby have been duly and validly
authorized by, and duly and validly executed and delivered on behalf of the
Buyer, and no further approval or authorization is required. This Agreement
(assuming the due authorization, execution and delivery by the other parties
hereto) constitutes the valid and binding agreement of the Buyer enforceable in
accordance with its terms, except as such enforceability may be limited by: (i)
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors' rights generally; (ii) equitable limitations on the
availability of specific remedies; and (iii) principles of equity.
(C) NO CONFLICTS. The execution, delivery and performance of this
Agreement, as well as the consummation of the transactions contemplated hereby,
will not (i) require the Buyer to obtain consent or approval of any person or
public authority, except as provided in this Agreement; (ii) conflict with or
constitute or result in a breach or violation of, or give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement or
instrument to which the Buyer is a party; or (iii) violate any law, regulation,
judgment or order applicable to the Buyer.
(D) INVESTMENT REPRESENTATIONS.
(i) The Buyer confirms that: (A) the Shares will be acquired by
the Buyer for investment only, for its own account and not as a nominee or agent
and not with a view to the sale or distribution of any part thereof in violation
of applicable Federal and state securities laws; and (B) the Buyer has no
current intention of selling, granting participation in or otherwise
distributing the Shares in violation of applicable Federal and state securities
laws. By executing this Agreement, the Buyer further represents that it does not
have any contract, undertaking, agreement or arrangement with any person to
sell, transfer or grant participation to such person, or to any third person,
with respect to any of the Shares in violation of applicable Federal and state
securities laws.
(ii) The Buyer understands that the Shares have not been
registered under the Securities Act and cannot be sold unless subsequently
registered under the Securities Act or an exemption from registration is
available.
(iii) The Buyer represents that it is an "Accredited Investor" as
that term is defined in Rule 501 of Regulation D promulgated under the
Securities Act, and has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of its purchase of
the Shares.
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(iv) The Buyer represents that it (A) is capable of bearing the
economic risk of holding the unregistered Shares for an indefinite period of
time and has adequate means for providing for its current needs and
contingencies, (B) can afford to suffer a complete loss of this investment, and
(C) understands all risk factors related to the purchase of the Shares.
(E) NO OTHER REPRESENTATIONS OR WARRANTIES. Notwithstanding anything
contained in this Agreement to the contrary, Buyer acknowledges and agrees that
no Seller is making any representations or warranties whatsoever, express or
implied, beyond those expressly given by each Seller in SECTION 5 of this
Agreement.
(F) BROKERS AND FINDERS. Other than Rothschild Inc., neither the Buyer
nor any person acting on behalf of the Buyer has employed any broker, agent or
finder or incurred any liability for any brokerage fees, agents' commissions or
finders' fees in connection with the transactions contemplated herein. The Buyer
shall be solely responsible for the payment of any fees or commissions payable
to Rothschild Inc. in connection with this transaction.
(G) NO LITIGATION. There is no litigation or proceeding, in law or in
equity, and there are no proceedings or governmental investigations before any
commission or other administrative authority pending or threatened against the
Buyer that are reasonably likely to prohibit or restrain the ability of the
Buyer to consummate the transactions contemplated by this Agreement.
SECTION 7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER TO PURCHASE THE
INITIAL SHARES. The obligation of the Buyer to purchase the Initial Shares from
each Seller is conditioned upon:
(A) the truth and accuracy in all material respects of the
representations and warranties of such Seller set forth in SECTION 5 as of the
dates and for the periods to which they relate, and at the Initial Closing as
though made on the Initial Closing Date;
(B) the closing of the transactions contemplated by the Securities
Purchase Agreement; and
(C) the performance on or prior to the Initial Closing Date by such
Seller of all other obligations and covenants required to be performed or to be
complied with by such Seller under this Agreement.
SECTION 8. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLERS TO SELL THE
INITIAL SHARES. The obligations of each Seller to sell the Initial Shares
hereunder are conditioned upon:
(A) the truth and accuracy in all material respects of the
representations and warranties of the Buyer set forth in SECTION 6 as of the
dates and for the periods to which they relate, and at the Initial Closing as
though made on the Initial Closing Date; and
(B) the performance on or prior to the Initial Closing Date by the
Buyer of all other obligations and covenants required to be performed or to be
complied with by each Seller under this Agreement.
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SECTION 9. TERMINATION. This Agreement and the transactions contemplated
hereby may be terminated (i) as to all parties hereto, upon the termination of
the Securities Purchase Agreement as to all parties thereto and (ii) with
respect to the purchase and sale of the Initial Shares and the Put Shares listed
next to an individual Seller's name on Schedule 1 hereto as follows: (A) by the
mutual written consent of the Buyer and such Seller; or (B) upon the written
notice by either the Buyer or such Seller to the other if the Initial Closing
has not occurred by that date which is 75 days from the date of this Agreement,
provided that the terminating party is not in breach in any material respect of
any of its obligations hereunder; and provided further that if the termination
date set forth in Section 9(a) of the Securities Purchase Agreement is extended
thereunder, the termination period under this SECTION 9 shall be similarly
extended.
SECTION 10. SURVIVAL OF REPRESENTATIONS. All representations and warranties
made in Sections 5(a), (b) and (c) and Sections 6(a), (b) and (d) this
Agreement, shall survive the Initial Closing and the Second Closing. All other
representations and warranties made in Section 5 and Section 6 shall survive the
Initial Closing and the Second Closing for a period of 12 months. Those
covenants and agreements contained herein which by their terms apply in whole or
in part after the Second Closing shall survive the Second Closing. The
representations and warranties hereunder shall not be affected or diminished by
any investigation at any time by or on behalf of the party for whose benefit
such representations and warranties were made
SECTION 11. ADJUSTMENT OF THE PUT PURCHASE PRICE. In the event of a
corporate transaction involving the Shares (including any stock dividend, stock
split, extraordinary cash dividend, reorganization, split-up or spin-off) the
number of Put Shares attributable to each Put Seller and the Put Purchase Price
shall automatically be adjusted to proportionately and uniformly reflect such
transaction.
SECTION 12. CONFIDENTIALITY. The parties acknowledge that the Company will
be required to make appropriate disclosures and filings with respect to this
Agreement and the transactions contemplated hereunder to satisfy the Company's
obligations under federal securities laws. Until such time as the Company makes
such disclosures, however, neither the Buyer nor any Seller shall disclose to
any person or entity, publicly or privately, the terms or existence of this
Agreement or the negotiations or the transactions contemplated hereunder, except
to their professional advisors, accountants and lawyers, such parties as may be
necessary to facilitate the transfer of such Seller's Shares, any other Seller
and the Company and as may be required by law and applicable regulation.
SECTION 13. FURTHER ASSURANCES. At any time, and from time to time, the
parties agree to prepare, execute and deliver all such further documents,
instruments and agreements that may be reasonably requested by the Buyer or any
Seller in order to effectuate and carry out any provision of this Agreement and
the transactions provided for herein.
SECTION 14. NOTICES. All notices, requests, demands and other
communications which are required or permitted hereunder shall be in writing and
shall be deemed to have been duly given: (a) when delivered personally; (b) on
the following business day when sent by overnight courier; (c) on dispatch when
sent by telecopy, so long as a copy of such communication is immediately
thereafter mailed as provided in this SECTION 14; and (d) when
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mailed by registered or certified mail, postage prepaid, return receipt
requested, to the Buyer at the address set forth on the signature page hereto
and the Sellers at their respective addresses set forth on Schedule 1 hereto.
SECTION 15. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Delaware without
reference to principles of conflicts of law.
SECTION 16. ENTIRE AGREEMENT; AMENDMENT. This Agreement supersedes any and
all oral or written agreements heretofore made relating to the subject matter
hereof and constitutes the entire agreement of the parties relating to the
subject matter hereof. This Agreement may be amended only by a writing executed
by the Buyer and by each Seller then a party hereto.
SECTION 17. NO IMPLIED RIGHTS OR REMEDIES. Except as otherwise expressly
provided herein, nothing herein expressed or implied is intended or shall be
construed to confer upon or to give any person, other than the Buyer and the
Seller, any rights or remedies under or by reason of this Agreement.
SECTION 18. NO WAIVER, ETC. No failure on the part of any of the parties
hereto to exercise, no delay in exercising and no course of dealing with respect
to, any right or remedy hereunder will operate as a waiver thereof. No single or
partial exercise of any right or remedy hereunder will preclude any other
further exercise thereof or the exercise of any other right or remedy.
SECTION 19. HEADINGS. The headings in this Agreement are inserted for
convenience of reference only and shall not be a part of or control or affect
the meaning of this Agreement.
SECTION 20. SUCCESSORS AND ASSIGNS. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors, assigns, heirs and legal
representatives.
SECTION 21. COUNTERPARTS; CONSTRUCTION. This Agreement and any amendments
hereto may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. This Agreement may be executed by facsimile, and such facsimile
signature shall be deemed an original signature. Whenever used in this
Agreement, the singular shall include the plural and vice versa (where
applicable), the use of the masculine, feminine or neuter gender shall include
the other genders (unless the context otherwise requires), the words "hereof,"
"herein," "hereto," "hereby," "hereunder," and other words of similar import
refer to this Agreement as a whole (including all schedules and exhibits), the
words "include," "includes" and "including" shall mean "include, without
limitation," "includes, without limitation" and "including, without limitation,"
respectively. Each party has been represented by its own counsel in connection
with the negotiation and preparation of this Agreement and, consequently, each
party hereby waives any rule of law to the effect that any provision of this
Agreement shall be interpreted or construed against the party whose counsel
drafted that provision.
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SECTION 22. EXPENSES. Irrespective of whether the Initial Closing or the
Second Closing is effected, the Buyer and each Seller shall pay the respective
costs and expenses that they incur with respect to the negotiation, execution,
delivery and performance of the Agreement, including all fees and expenses of
agents, representatives, counsel, brokers and accountants.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first above written.
BUYER:
TONTINE CAPITAL PARTNERS, L.P.
By: Tontine Capital Management,
L.L.C., its general partner
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Member
Address: 00 Xxxxxxxx Xxxxxx,
0xx Xxxxx
Xxxxxxxxx, XX 00000
S-1
SELLERS:
/s/ XXXX XXXXXXX /s/ XXXX XXXXXX
------------------------------------- ----------------------------------------
Xxxx Xxxxxxx Xxxx XxXxxx
/s/ XXXXXXX XXXXXXX /s/ XXXXXXX XXXXXX
------------------------------------- ----------------------------------------
Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxx
/s/ XXXXXX XXXXXX /s/ XXXXXX XXXXXXX
------------------------------------- ----------------------------------------
Xxxxxx XxXxxx Xxxxxx Xxxxxxx
/s/ XXXXX XXXXXXXXXX /s/ XXXXXX XXXXXXX
------------------------------------- ----------------------------------------
Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxxx
/s/ XXXXXXX XXXXXX
-------------------------------------
Xxxxxxx Xxxxxx
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EXHIBIT A
FORM OF EXERCISE NOTICE
[DATE] _____________
Tontine Capital Partners, L.P.
00 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Re: Put Exercise Notice
Ladies and Gentlemen:
Reference is made to that certain Stock Purchase Agreement, dated May ___,
2006 (the "AGREEMENT"), among Tontine Capital Partners, L.P. (the "BUYER"), the
undersigned (the "SELLER") and the additional parties thereto. Capitalized terms
used herein and not otherwise defined have the meanings given to them in the
Agreement. Pursuant to Section 3 of the Agreement, the Buyer has granted the
Seller the Put Right with respect to the Put Shares set forth next to the
Seller's name on Schedule 1 to the Agreement. Pursuant to Section 4 of the
Agreement, the Seller hereby exercises the Put Right with respect to
____________ Put Shares.
Sincerely,
----------------------------------------
Name
A-1
