EXHIBIT 99.7
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
VOTING AGREEMENT
by and among
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
TECHNICAL SERVICES PARTNERS, L.P.,
WARBURG, ▇▇▇▇▇▇ EQUITY PARTNERS, L.P.,
WARBURG, ▇▇▇▇▇▇ NETHERLANDS EQUITY PARTNERS I, C.V.,
WARBURG, ▇▇▇▇▇▇ NETHERLANDS EQUITY PARTNERS II, C.V.
and
WARBURG, ▇▇▇▇▇▇ NETHERLANDS EQUITY PARTNERS III, C.V.
dated as of
January 18, 1999
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
----
ARTICLE I.
Section 1.1. Representations and Warranties of the Stockholder............ 2
Section 1.2. Representations and Warranties of TSP........................ 4
Section 1.3. Representations and Warranties of Purchasers................. 4
ARTICLE II.
Section 2.1. Transfer of the Shares....................................... 5
Section 2.2. Adjustments 5................................................ 6
ARTICLE III.
Section 3.1. Voting Agreement............................................. 6
Section 3.2. No Solicitation.............................................. 7
Section 3.3 Directors.................................................... 8
ARTICLE IV.
Section 4.1. Termination.................................................. 9
Section 4.2. Expenses..................................................... 9
Section 4.3. Further Assurances........................................... 9
Section 4.4. Publicity.................................................... 9
Section 4.5. Enforcement of the Agreement................................. 9
Section 4.6. Miscellaneous................................................ 10
(i)
SCHEDULE 1.1(b) Additional Securities Beneficially Owned by
Stockholder
SCHEDULE 1.1(c) Convertible Securities Beneficially Owned by
Stockholder
SCHEDULE 2.1 Unencumbered Shares of Stockholder
(ii)
TABLE OF DEFINED TERMS
Page
----
Agreement................................................................. 1
Closing Date.............................................................. 2
Common Stock.............................................................. 1
Company Purchase Agreement................................................ 1
Exchange Act.............................................................. 2
Lien...................................................................... 2
Purchaser................................................................. 1
Purchaser Designees....................................................... 7
Purchasers................................................................ 1
Shares.................................................................... 1
Stockholder............................................................... 1
TSP....................................................................... 1
TSP Purchase Agreement.................................................... 1
TSP Shares................................................................ 1
TSP/▇▇▇▇▇▇▇ Agreement..................................................... 1
(iii)
VOTING AGREEMENT, dated as of January 18, 1999 (this "Agreement"), by
---------
and among Warburg, ▇▇▇▇▇▇ Equity Partners, L.P., a Delaware limited partnership,
Warburg, ▇▇▇▇▇▇ Netherlands Equity Partners I, C.V., a Dutch limited
partnership, Warburg, ▇▇▇▇▇▇ Netherlands Equity Partners II, C.V., a Dutch
limited partnership and Warburg, ▇▇▇▇▇▇ Netherlands Equity Partners III, C.V., a
Dutch limited partnership (each, a "Purchaser", and collectively, "Purchasers"),
--------- ----------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, an individual (the "Stockholder") and Technical Services
-----------
Partnership, L.P., a Delaware limited partnership ("TSP").
---
WHEREAS, TSP is the record and beneficial owner of 4,552,502 shares
(the "TSP Shares") of common stock, $.01 par value per share (the "Common
---------- ------
Stock") of Four Media Company, a Delaware corporation (the "Company"); and
----- -------
WHEREAS, pursuant to an agreement with TSP (the "TSP/▇▇▇▇▇▇▇
-----------
Agreement"), the Stockholder has beneficial ownership of 1,432,875 of the TSP
---------
Shares (the "Shares"); and
------
WHEREAS, Purchasers and the Company have entered into a Securities
Purchase Agreement, dated as of the date hereof (the "Company Purchase
----------------
Agreement"), which provides, among other things, that, upon the terms and
---------
subject to the conditions therein, Purchasers will purchase from the Company and
the Company will sell to Purchasers 6,582,607 shares of Common Stock and will
issue to Purchasers a warrant to purchase an additional 1,100,000 shares of
Common Stock; and
WHEREAS, Purchasers and TSP have entered into a Stock Purchase
Agreement, dated as of the date hereof (the "TSP Purchase Agreement"), which
----------------------
provides, among other things, that, upon the terms and subject to the conditions
therein, Purchasers will purchase from TSP, and TSP will sell to Purchasers, a
total number of shares of Common Stock representing the difference between the
TSP Shares and the Shares; and
WHEREAS, as a condition to the willingness of Purchasers to enter into
the Company Purchase Agreement, Purchasers have requested that the Stockholder
agree, and in order to induce Purchasers to enter into the Company Purchase
Agreement, the Stockholder has agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the
representations, warranties, covenants and agreements set forth herein, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby
acknowledged, and subject to the terms and conditions set forth herein, the
parties hereto hereby agree as follows:
ARTICLE I.
Section 1.1. Representations and Warranties of the Stockholder. The
-------------------------------------------------
Stockholder represents and warrants to Purchasers, as of the date hereof and as
of the closing under the Company Purchase Agreement (the "Closing Date"), as
------------
follows:
(a) Pursuant to the TSP/▇▇▇▇▇▇▇ Agreement, the Stockholder shares
beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), which meaning will apply for all
------------
purposes of this Agreement) with TSP of, and (subject to such shared beneficial
ownership) has good title to, all of the Shares, free and clear of any mortgage,
pledge, hypothecation, rights of others, claim, security interest, charge,
encumbrance, title defect, title retention agreement, voting trust agreement,
interest, option, lien, charge or similar restriction or limitation (each, a
"Lien") (including any restriction on the right to vote, sell or otherwise
----
dispose of the Shares) except for immaterial Liens which shall not materially
affect the Stockholder's ability to perform his obligations under this
Agreement.
(b) Except as set forth on Schedule 1.1(b), the Shares constitute all
of the securities (as defined in Section 3(10) of the Exchange Act, which
definition will apply for all purposes of this Agreement) of the Company
beneficially owned, directly or indirectly, by the Stockholder (excluding any
securities beneficially owned by any of his affiliates or associates (as such
terms are defined in Rule 12b-2 under the Exchange Act, which definitions will
apply for all purposes of this Agreement) as to which he does not have voting or
investment power); provided, however, that the Stockholder does not have any
voting power with respect to the Shares which voting power is held exclusively
by TSP.
(c) Except as set forth on Schedule 1.1(c), and except for the Shares,
the Stockholder does not, directly or indirectly, beneficially own or have any
option, warrant or other right to acquire any securities of the Company that are
or may by their terms become entitled to vote or any securities that are
convertible or exchangeable into or exercisable for any securities of the
Company that are or may by their terms become entitled to vote, nor is the
Stockholder subject to any contract, commitment, arrangement, understanding or
relationship (whether
-2-
or not legally enforceable), other than this Agreement and the TSP/▇▇▇▇▇▇▇
Agreement, that allows or obligates him to vote or acquire any securities of the
Company. The Stockholder holds no power to vote the Shares and has not granted a
proxy to any other Person (as defined in the Company Purchase Agreement, which
definition will apply for all purposes of this Agreement) to vote the Shares,
subject to the limitations set forth in this Agreement.
(d) This Agreement has been duly executed and delivered by the
Stockholder and, assuming due authorization, execution and delivery of this
Agreement by Purchasers, is a valid and binding obligation of the Stockholder
enforceable against the Stockholder in accordance with its terms, except that
(i) the enforceability hereof may be subject to applicable bankruptcy,
insolvency or other similar laws, now or hereinafter in effect, affecting
creditors' rights generally, and (ii) the availability of the remedy of specific
performance or injunctive or other forms of equitable relief may be subject to
equitable defenses and would be subject to the discretion of the court before
which any proceeding therefor may be brought.
(e) Neither the execution and delivery of this Agreement nor the
performance by the Stockholder of his obligations hereunder will conflict with,
result in a violation or breach of, or constitute a default (or an event that,
with notice or lapse of time or both, would result in a default) or give rise to
any right of termination, amendment, cancellation, or acceleration or result in
the creation of any Lien on any Shares under (collectively, a "Conflict"), (i)
--------
any contract, commitment, agreement, understanding, arrangement or restriction
of any kind to which the Stockholder is a party or by which the Stockholder is
bound, to the extent such Conflict would be reasonably likely to affect the
Stockholder's ability to consummate the transactions contemplated hereby or (ii)
any injunction, judgment, writ, decree, order or ruling applicable to the
Stockholder, to the extent such Conflict would be reasonably likely to affect
the Stockholder's ability to consummate the transactions contemplated hereby.
(f) To the Stockholder's actual knowledge, the representations and
warranties of TSP contained in Sections 2.1(b), 2.1(c) and 2.1(d) of the TSP
Purchase Agreement are true and correct in all material respects.
Section 1.2. Representations and Warranties of TSP. TSP represents
--------------------------------------
and warrants to Purchasers, as of the date hereof and as of the Closing Date, as
follows:
-3-
(a) To its knowledge, pursuant to the TSP/▇▇▇▇▇▇▇ Agreement and by
virtue of his shared beneficial ownership of the Shares, the Stockholder holds
no power to vote the Shares which power is held exclusively by TSP; the
Stockholder has the power to enter into this Agreement, and for so long as this
Agreement shall remain in full force and effect, TSP shall have exclusive rights
with respect to voting the Shares, but no other rights with respect to the
Shares, and may not amend in any way the terms of this Agreement without
Purchasers' written consent.
Section 1.3. Representations and Warranties of Purchasers. Each
--------------------------------------------
Purchaser jointly and severally represents and warrants to the Stockholder and
the Company, as of the date hereof and as of the Closing Date, as follows:
(a) Each Purchaser is a limited partnership duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization, and each Purchaser has the requisite power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby, and has taken all necessary action to authorize the
execution, delivery and performance of this Agreement.
(b) This Agreement and the other Transaction Documents to which it is
a party has been duly executed and delivered by each Purchaser and, assuming the
due execution and delivery of this Agreement by the Stockholder and of such
other Transaction Documents by the other parties thereto, are the valid and
binding obligations of each Purchaser, enforceable against each Purchaser in
accordance with their respective terms, except that (i) the enforceability
hereof and thereof may be subject to applicable bankruptcy, insolvency or other
similar laws, now or hereinafter in effect, affecting creditors' rights
generally, and (ii) the availability of the remedy of specific performance or
injunctive or other forms of equitable relief may be subject to equitable
defenses and would be subject to the discretion of the court before which any
proceeding therefor may be brought.
(c) Neither the execution and delivery of this Agreement nor the
performance by each Purchaser of its obligations hereunder will Conflict with
(i) its certificate of limited partnership, partnership agreement or comparable
instrument, (ii) any contract, commitment, agreement, understanding, arrangement
or restriction of any kind to which such Purchaser is a party or by which such
Purchaser is bound to the extent such Conflict would materially affect such
Purchaser's ability to consummate the transactions contemplated under this
Agreement or the Company Purchase Agreement or (iii) any
-4-
judgment, writ, decree, order or ruling applicable to such Purchaser to the
extent such Conflict would materially affect such Purchaser's ability to
consummate the transactions contemplated under this Agreement or the Company
Purchase Agreement.
(d) Neither the execution and delivery of this Agreement nor the
performance by each Purchaser of its obligations hereunder will violate any law,
decree, statute, rule or regulation applicable to such Purchaser or require any
order, consent, authorization or approval of, filing or registration with, or
declaration or notice to, any corporation, Person, firm, Governmental Entity (as
such term is defined in the Company Purchase Agreement) or public or judicial
authority, other than any required notices or filings with the Federal
Communications Commission or pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust
Improvements Act of 1976, as amended, and the rules and regulations promulgated
thereunder or the federal securities laws.
ARTICLE II.
Section 2.1. Transfer of the Shares. Except as set forth in
----------------------
Schedule 2.1, during the term of this Agreement the Stockholder will not (a)
------------
tender into any tender or exchange offer or otherwise sell, transfer, pledge,
assign, hypothecate or otherwise dispose of, or encumber with any Lien, any of
the Shares, (b) acquire any shares of Common Stock or other securities of the
Company (otherwise than in connection with a transaction of the type described
in Section 2.2 of this Agreement or in connection with the grant of 2,500,000
options to be granted to the Stockholder under the Company's amended 1997 Stock
Option Plan), (c) deposit the Shares into a voting trust, enter into a voting
agreement or arrangement with respect to the Shares or grant any proxy or power
of attorney with respect to the Shares, (d) enter into any contract, option or
other arrangement or undertaking with respect to the direct or indirect
acquisition or sale, transfer, pledge, assignment, hypothecation or other
disposition of any interest in or the voting of any shares of Common Stock or
any other securities of the Company or (e) amend, modify or terminate or cause
any amendment, modification or termination of the TSP/▇▇▇▇▇▇▇ Agreement.
Section 2.2. Adjustments.
-----------
(a) In the event (i) of any stock dividend, stock split,
recapitalization, reclassification, combination or exchange of shares of capital
stock or other securities of the
-5-
Company on, of or affecting the Shares or the like or any other action that
would have the effect of changing the Stockholder's ownership of the Company's
capital stock or other securities or (ii) the Stockholder becomes the beneficial
owner of any additional shares of Common Stock or other securities of the
Company, then the terms of this Agreement will apply to the shares of capital
stock held by the Stockholder immediately following the effectiveness of the
events described in clause (i) or the Stockholder becoming the beneficial owner
thereof, as described in clause (ii), as though they were Shares hereunder.
(b) The Stockholder hereby agrees, while this Agreement is in effect,
promptly to notify Purchasers of the number of any new shares of the Common
Stock acquired by the Stockholder, if any, after the date hereof.
ARTICLE III.
Section 3.1. Voting Agreement. The Stockholder, by this Agreement,
----------------
does hereby constitute and appoint Purchasers, or any nominee thereof, with full
power of substitution, during and for the term of this Agreement, as his true
and lawful attorney and proxy for and in his name, place and ▇▇▇▇▇, to vote all
the Shares Stockholder beneficially owns at the time of such vote, at any
annual, special or adjourned meeting of the stockholders of the Company (and
this appointment will include the right to sign his name (as stockholder) to any
consent, certificate or other document relating to the Company that laws of the
State of Delaware may require or permit) (x) in favor of approval and adoption
of the Company Purchase Agreement, the Company Voting Matters (as defined in the
Company Purchase Agreement) and the other transactions contemplated thereby and
(y) against (a) any Takeover Proposal (as defined in the Company Purchase
Agreement), (b) any action or agreement that would result in a breach in any
respect of any covenant, agreement, representation or warranty of the Company
under the Company Purchase Agreement and (c) the following actions (other than
the other transactions contemplated by the Company Purchase Agreement): (i) any
extraordinary corporate transaction, such as a merger, consolidation or other
business combination involving the Company or its subsidiaries; (ii) a sale,
lease or transfer of a substantial amount of assets of the Company or one of its
subsidiaries, or a reorganization, recapitalization, dissolution or liquidation
of the Company or its Subsidiaries; (iii) (A) any change in a majority of the
persons who constitute the Board of Directors of the Company as of the date
hereof; (B) any change in the present capitalization of the Company or any
amendment of the Certificate of Incorporation or Bylaws of the Company, as
amended through the
-6-
date hereof; (C) any other material change in the Company's corporate structure
or business; or (D) any other action that, in the case of each of the matters
referred to in clauses (iii)(A), (B) and (C) is intended, or could reasonably be
expected, to impede, interfere with, delay, postpone, or adversely affect the
transactions contemplated by this Agreement and the Company Purchase Agreement.
This proxy and power of attorney is a proxy and power coupled with an interest,
and the Stockholder declares that it is irrevocable during and for the term of
this Agreement. The Stockholder hereby revokes all and any other proxies with
respect to the Shares that he may have heretofore made or granted and agrees
that no other writing or instrument shall be required in order to grant the
proxy and rights to Purchasers granted hereby. For Shares as to which the
Stockholder is the beneficial but not the record owner, the Stockholder shall
use his reasonable best efforts to cause any record owner of such Shares
including, without limitation, TSP with respect to the TSP Shares, to grant to
Purchasers a proxy to the same effect as that contained herein.
Section 3.2. No Solicitation. The Stockholder will not, directly or
---------------
indirectly, through any agent, financial advisor, attorney, accountant or other
representative or otherwise, (i) solicit, initiate or encourage submission of
proposals or offers from any Person relating to, or that could reasonably be
expected to lead to, a sale or transfer of any of the Shares or a Takeover
Proposal or (ii) participate in any negotiations or discussions regarding, or
furnish to any other Person any information with respect to, or otherwise
cooperate in any way with, or assist or participate in, facilitate or encourage,
any effort or attempt by any other Person to do or seek a sale or transfer of
any of the Shares or a Takeover Proposal. The Stockholder shall immediately
advise Purchasers in writing of the receipt of request for information or any
inquiries or proposals relating to a sale or transfer of any of the Shares or a
Takeover Proposal. Notwithstanding the foregoing, this Section 3.2 shall not
restrict the Stockholder from fulfilling his fiduciary duties as a director of
the Company pursuant to Section 5 of the Company Purchase Agreement.
Section 3.3. Directors.
---------
(a) The Stockholder agrees to vote (i) all of the Shares, (ii) any
additional shares of Common Stock issued to him upon exercise of any outstanding
or future issued stock options or warrants to purchase Common Stock (including,
without limitation, the options to purchase 2,500,000 shares of Common Stock to
be granted to the Stockholder under the Company's
-7-
amended 1997 Stock Option Plan) and (iii) any other securities of the Company
issued to him, including securities issued to him in connection with a
transaction of the type described in Section 2.2, in each case in favor of any
nominees of Purchasers for election to the Board of Directors of the Company
pursuant to Section 6.11 of the Company Purchase Agreement (the "Purchaser
---------
Designees"), at each meeting of the stockholders of the Company at which the
---------
stockholders are voting on the election of directors to the Board of Directors
of the Company or any action so taken by written consent; provided, however,
-------- -------
that the Stockholder shall only be required to vote such securities in favor of
the Purchaser Designees for so long as Purchasers shall be entitled, pursuant to
Section 6.11 of the Company Purchase Agreement, to designate directors for
election to the Board of Directors of the Company.
(b) Purchasers agree to vote all of the shares of Common Stock
purchased by them pursuant to the Company Purchase Agreement and the Additional
Purchase Agreements (as defined in the Company Purchase Agreement) and the
shares of Common Stock issued to them upon exercise of the Warrant and any other
securities of the Company issued to them, in each case in favor of the
Stockholder for election to the Board of Directors of the Company, at each
meeting of the stockholders of the Company at which the stockholders are voting
on the election of directors to the Board of Directors of the Company or any
action so taken by written consent; provided, however, that Purchasers shall
-------- -------
only be required to vote such securities in favor of the Stockholder for so long
as the Stockholder shall be the Company's Chief Executive Officer pursuant to
the terms of the employment agreement, dated as of the date of this Agreement,
between the Company and the Stockholder. This Section 3.3 and the agreement set
forth herein shall expressly survive the termination of this Agreement.
ARTICLE IV.
Section 4.1. Termination. This Agreement will terminate on the
-----------
earliest to occur of (A) the termination of the Company Purchase Agreement, (B)
the Closing Date, (C) the mutual agreement of the Stockholder, the Company and
Purchasers to so terminate and (D) the Expiration Date (or, if applicable, the
Extended Expiration Date) (each as defined in the Company Purchase Agreement).
Section 4.2. Expenses. Except as otherwise expressly provided in
--------
the Company Purchase Agreement, all costs and expenses incurred by any of the
parties hereto will be borne by
-8-
the party incurring such costs and expenses. Purchasers, on the one hand, and
the Stockholder, on the other hand, will indemnify and hold harmless the other
from and against any and all claims or liabilities for finder's fees or
brokerage commissions or other like payments incurred by reason of action taken
by him, it or any of them, as the case may be.
Section 4.3. Further Assurances. Each party hereto will execute and
------------------
deliver all such further documents and instruments and take all such further
action as may be necessary in order to consummate the transactions contemplated
hereby.
Section 4.4. Publicity. Purchasers and the Stockholder shall
---------
consult with each other and the Company before issuing any press release or
otherwise making any public statements with respect to this Agreement or the
Company Purchase Agreement or the other transactions contemplated hereby or
thereby and shall not issue any such press release or make any such public
statement before such consultation, except as may be required by law or
applicable stock exchange rules. The Company shall be an express third party
beneficiary of this Section 4.4.
Section 4.5. Enforcement of the Agreement. The Stockholder,
----------------------------
Purchasers and TSP acknowledge that irreparable damage would occur in the event
that any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. It is accordingly agreed
that each party hereto will be entitled to an injunction or injunctions to
prevent breaches of this Agreement and to enforce specifically the terms and
provisions hereof in any court of the United States or any state having
jurisdiction, this being in addition to any other remedy to which they are
entitled at law or in equity.
Section 4.6. Miscellaneous.
-------------
(a) All representations and warranties contained herein will terminate
upon the termination hereof. The covenants and agreements made herein will
survive the Closing Date in accordance with their respective terms.
(b) Any provision of this Agreement may be waived at any time by the
party that is entitled to the benefits thereof. No such waiver, amendment or
supplement will be effective unless in writing and signed by the party or
parties sought to be bound thereby. Any waiver by any party of a breach of any
provision of this Agreement will not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any
-9-
other provision of this Agreement. The failure of a party to insist upon strict
adherence to any term of this Agreement or one or more sections hereof will not
be considered a waiver or deprive that party of the right thereafter to insist
upon strict adherence to that term or any other term of this Agreement.
(c) This Agreement, the other Transaction Documents and the other
agreements attached as Exhibits to the Company Purchase Agreement constitute the
entire agreement among the parties hereto with respect to the subject matter
hereof, and supersede all prior agreements among such parties with respect to
such matters. This Agreement may not be amended, changed, supplemented, waived
or otherwise modified, except upon the delivery of a written agreement executed
by the parties hereto.
(d) This Agreement will be governed by and construed in accordance
with the laws of the State of Delaware, without regard to the conflicts of laws
principles thereof.
(e) With respect to any suit, action or proceeding initiated by a
party to this Agreement arising out of, under or in connection with this
Agreement, the Stockholder and Purchasers each hereby submit to the exclusive
jurisdiction of any state or federal court sitting in the State of California
and irrevocably waive, to the fullest extent permitted by law, any objection
that they may now have or hereafter obtain to the laying of venue in any such
court in any such suit, action or proceeding.
(f) The descriptive headings contained herein are for convenience and
reference only and will not affect in any way the meaning or interpretation of
this Agreement.
(g) All notices and other communications hereunder will be in writing
and will be given (and will be deemed to have been duly given upon receipt) by
delivery in person, by telecopy, or by registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:
If to any of Purchasers to:
Warburg, ▇▇▇▇▇▇ Equity Partners, L.P.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
-10-
▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq.
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Stockholder to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
c/o Four Media Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
With a copy to:
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Pines ▇▇▇▇▇ & ▇▇▇▇▇, LLP
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-3123
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇, Esq.
Telecopier: ▇▇▇-▇▇▇-▇▇▇▇
If to TSP to:
Technical Services Partners, L.P.
c/o Steinhardt Partners
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier:
With a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Telecopier: ▇▇▇-▇▇▇-▇▇▇▇
or to such other address as any party may have furnished to the other parties in
writing in accordance herewith.
(h) This Agreement may be executed in any number of counterparts, each
of which will be deemed to be an original, but all of which together will
constitute one agreement.
(i) This Agreement and each of the other Transaction Documents (as
such term is defined in the Company Purchase
-11-
Agreement) shall (i) be executed simultaneously and at such time shall be valid
and binding obligations of each of the parties and signatories thereto and (ii)
simultaneously be consummated at the Closing.
(j) Neither this Agreement nor any of the rights or obligations of any
party hereto may be assigned without the prior written consent of the other
parties hereto, except that Purchasers may, without such consent, assign this
Agreement and any of such rights and obligations to one or more of their
affiliates. Any such assignment shall not, however, act as a release of the
assigning Person. Subject to the foregoing, this Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, and no other Person shall have any right, benefit or obligation
hereunder.
(k) If any term or provision of this Agreement is determined to be
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other terms and provisions of this Agreement will nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner adverse to
any party hereto. Upon any such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto will
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that the transactions contemplated by this Agreement are consummated to the
extent possible.
(l) All rights, powers and remedies provided under this Agreement or
otherwise available in respect hereof at law or in equity will be cumulative and
not alternative, and the exercise of any thereof by either party will not
preclude the simultaneous or later exercise of any other such right, power or
remedy by such party.
(m) All representations and warranties of Purchasers hereunder shall
be joint and several obligations.
[The remainder of this page is intentionally left blank.]
-12-
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the date first above written.
WARBURG, ▇▇▇▇▇▇ EQUITY PARTNERS, L.P.
By: Warburg, ▇▇▇▇▇▇ & Co., its
general partner
By: _____________________________________
Name:
Title:
WARBURG, ▇▇▇▇▇▇ NETHERLANDS EQUITY
PARTNERS I, C.V.
By: Warburg, ▇▇▇▇▇▇ & Co., its
general partner
By: _____________________________________
Name:
Title:
WARBURG, ▇▇▇▇▇▇ NETHERLANDS EQUITY
PARTNERS II, C.V.
By: Warburg, ▇▇▇▇▇▇ & Co., its
general partner
By: _____________________________________
Name:
Title:
WARBURG, ▇▇▇▇▇▇ NETHERLANDS EQUITY
PARTNERS III, C.V.
By: Warburg, ▇▇▇▇▇▇ & Co., its
general partner
By: _____________________________________
Name:
Title:
S-1
____________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
TECHNICAL SERVICES PARTNERS, L.P.
By: Technical Service Holding, its
general partner
By: _____________________________________
Name:
Title:
S-2
