ADMISSION AGREEMENT
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DOMINION PARK, L.L.C.
000 XXXXXX XXXX
XXXXXXXXXX, XXXXXXXX 00000
April 27, 1998
Xx. Xxxxxx X. Xxxxxxxxx Riverwood Investments, L.L.C.
Xx. Xxxxxxx X. Xxxxxxxxx Deere Park Equities, L.L.C.
Wellgate International, Ltd. 000 Xxxxxx Xxxx
c/o Dominion Bridge Corporation Xxxxxxxxxx, Xxxxxxxx 00000
000 Xxxxx Xxxx
Xxxxxxx (Xxxxxx) XXXXXX X0X 0X0
Gentlemen:
The purpose of this letter agreement ("Agreement") is to set forth the
agreement by and between Dominion Park, L.L.C. ("DOMINION PARK"), and Riverwood
Investments, L.L.C. ("RIVERWOOD") to admit Riverwood as a member of Dominion
Park, and to verify the consent to such transaction by Deere Park Equities,
L.L.C. ("DEERE PARK"), Wellgate International, Ltd. ("WELLGATE"), Xxxxxx X.
Xxxxxxxxx ("MARENGERE"), and Xxxxxxx X. Xxxxxxxxx ("XXXXXXXXX").
Dominion Park is governed by those certain letter agreements (the "LETTER
AGREEMENTS") dated as of August 19, 1997 and August 29, 1997, among Marengere,
Xxxxxxxxx and Deere Park. Currently, Deere Park and Wellgate are the sole
members of Dominion Park. Furthermore, Dominion Park is a Class C member of
Deere Park pursuant to that certain Admission Agreement (the "ADMISSION
AGREEMENT") dated March 16, 1998, between Dominion Park and Deere Park.
Riverwood desires to become, and Dominion Park desires that Riverwood become, a
member of Dominion Park on the terms and conditions contained herein.
1. ADMISSION OF RIVERWOOD. Upon Riverwood's payment of the capital
contribution set forth in paragraph 2, Riverwood shall be admitted to Dominion
Park as a Member.
2. CAPITAL CONTRIBUTION. Contemporaneously with the execution of this
Agreement, Riverwood shall make a contribution to the capital of Dominion Park
in the form of Seven Hundred Seventy-Five Thousand (775,000) shares of common
stock, no par value per share, of American Eco Corporation, an Ontario, Canada
corporation (the "American Eco Shares"), which shares were not issued in
transactions imposing any restrictions under applicable securities laws on their
subsequent transfer.
3. RIGHTS WITH RESPECT TO THE AMERICAN ECO SHARES. Riverwood hereby
acknowledges that Dominion Park shall have all rights with respect to the
American Eco Shares and that Riverwood's only interest in such stock shall be as
a member of Dominion Park.
April 27, 1998
Page 2
4. ENTIRE AGREEMENT. This Agreement together with the Letter Agreements
and the Admission Agreement contain the entire agreement and understanding of
the parties with respect to the subject matter hereof, and no representations,
promises, agreements or understandings regarding the subject matter hereof shall
be of any force or effect unless in writing, executed by the parties hereto. In
the event of any conflict between the provisions of this Agreement and the
Letter and Admission Agreements, the provisions of this Agreement shall control.
5. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to conflict of
law principles thereof.
6. SEVERABILITY. If any provision of this Agreement shall be held
invalid or unenforceable, the remainder nevertheless shall remain in full force
and effect. If any provision is held invalid or unenforceable with respect to
particular circumstances, it nevertheless shall remain in full force and effect
in all other circumstances.
7. MODIFICATIONS AND WAIVERS. No change, modification or waiver of any
provision of this Agreement shall be valid or binding unless it is in writing
dated subsequent to the date hereof and signed by the party intended to be
bound. No waiver of any breach, term or condition of this Agreement by either
party shall constitute a subsequent waiver of the same or any other breach, term
or condition.
8. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
DOMINION PARK, L.L.C., WELLGATE INTERNATIONAL, LTD.,
a Delaware limited liability company a British Virgin Islands corporation
By: /s/ Xxxxxx Xxxxxxxxx By: /s/ Xxxxxx Xxxxxxxxx
----------------------------- -------------------------------
Xxxxxx X. Xxxxxxxxx, Manager
Its:
------------------------------
By: /s/ Xxxxxxx Xxxxxxxxx By: /s/ Xxxxxxx Xxxxxxxxx
----------------------------- -------------------------------
Xxxxxxx X. Xxxxxxxxx, Manager
By: /s/ Xxxx X. Xxxxxxxxxx /s/ Xxxxxxx Xxxxxxxxx
----------------------------- ------------------------------
Xxxx X. Xxxxxxxxxx, as Attorney-in-fact XXXXXXX X. XXXXXXXXX
for Xxxxxxx Xxxxxxx, Manager
By: /s/ Xxxx X. Xxxxxxxxxx
----------------------------- /s/ Xxxxxx Xxxxxxxxx
Xxxx X. Xxxxxxxxxx, as Attorney-in-fact ------------------------------
for Xxxxxxx X. Xxxxxxx, Manager XXXXXX X. XXXXXXXXX
RIVERWOOD INVESTMENTS, L.L.C.,
a Delaware limited liability company
By: /s/ Xxxx X. Xxxxxxxxxx
-----------------------------
Xxxx X. Xxxxxxxxxx, as Attorney-in-Fact
for Xxxxxxx X. Xxxxxxx, Manager
DEERE PARK EQUITIES, L.L.C.,
an Illinois limited liability company
By: /s/ Xxxx X. Xxxxxxxxxx
-----------------------------
Xxxx X. Xxxxxxxxxx, as Attorney-in-Fact
Xxxxxxx X. Xxxxxxx, Member-Manager
