EX-10.10
Subscription Agreement
EXHIBIT 10.10
EXECUTION COPY
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT, dated as of December 23, 2004 (this
"Agreement"), among GS Capital Partners 2000, L.P. ("Goldman Onshore"), GS
Capital Partners 2000 Offshore, L.P. ("Goldman Offshore"), GS Capital Partners
2000 GmbH & Co. Beteiligungs KG ("Goldman KG"), GS Capital Partners 2000
Employee Fund, L.P. ("Goldman Employee") and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Direct Investment
Fund 2000, L.P. ("Goldman Direct" and, together with Goldman Onshore, Goldman
Offshore, Goldman KG and Goldman Employee, "Goldman") and CSA Acquisition Corp.,
a Delaware corporation (the "Company").
WHEREAS, pursuant to that certain Stock Purchase Agreement, dated as
of September 16, 2004, as amended as of December 3, 2004 (the "Purchase
Agreement"), by and among ▇▇▇▇▇▇ Tire & Rubber Company, a Delaware corporation
("Cooper"), ▇▇▇▇▇▇ Tyre & Rubber Company UK Limited, a company organized under
the laws of England and Wales (together with Cooper, the "Sellers") and the
Company, the Company will purchase equity interests held by the Sellers in the
Sold Companies (the "Transaction"); and
WHEREAS, on the terms and subject to the conditions set forth below,
Goldman desires to subscribe for and acquire from the Company, and the Company
desires to issue and sell to Goldman, the number of shares of common stock, par
value $0.01 per share (the "Common Stock"), of the Company set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and agreements
set forth herein, the adequacy of which are hereby acknowledged, the parties
hereto agree as follows:
1. Definitions. Capitalized terms used and not defined herein shall
have the meaning assigned to such terms in the Purchase Agreement. As used in
this Agreement, the following terms shall have the meanings set forth below:
"Affiliate" of any Person means any other Person directly or
indirectly controlling, controlled by or under common control with such
Person. The term "control" means, with respect to any Person, the power to
direct or cause the direction of the management or policies of such Person,
directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.
"Agreement" has the meaning set forth in the preamble hereto.
"Business Day" means any day other than a Saturday, Sunday or day on
which commercial banks in New York, New York are authorized or required by
law to remain closed.
"Closing" has the meaning set forth in Section 3 below.
"Closing Date" has the meaning set forth in Section 3 below.
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"Common Stock" has the meaning set forth in the preamble hereto.
"Company" has the meaning set forth in the preamble hereto.
"▇▇▇▇▇▇" has the meaning assigned to such term in the preamble hereto.
"Goldman" has the meaning assigned to such term in the preamble
hereto.
"Goldman Direct" has the meaning assigned to such term in the preamble
hereto.
"Goldman Employee" has the meaning assigned to such term in the
preamble hereto.
"Goldman KG" has the meaning assigned to such term in the preamble
hereto.
"Goldman Offshore" has the meaning assigned to such term in the
preamble hereto.
"Goldman Onshore" has the meaning assigned to such term in the
preamble hereto.
"Governmental Body" means any government or governmental or regulatory
body thereof, or political subdivision thereof, of any country or
subdivision thereof, whether international, supranational, national,
federal, state or local, or any agency or instrumentality thereof, or any
court or regulatory (including a stock exchange or other self-regulatory
body) authority or agency.
"HSR Act" means the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of
1976, as amended, and the rules and regulations promulgated thereunder.
"Person" means any individual, corporation, limited liability company,
limited or general partnership, joint venture, association, joint-stock
company, trust, unincorporated organization, government or any agency or
political subdivisions thereof or any group comprised of two or more of the
foregoing.
"Purchase Agreement" has the meaning set forth in the preamble hereto.
"Purchase Price" has the meaning set forth in Section 2 below.
"Registration Rights Agreement" means the Registration Rights
Agreement, substantially in the form of Exhibit B hereto.
"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
"Sellers" has the meaning assigned to such term in the preamble
hereto.
"Stockholders Agreement" means the Stockholders Agreement
substantially in the form of Exhibit A hereto.
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"Transaction" has the meaning set forth in the preamble hereto.
2. Subscription for and Purchase of the Common Stock. Pursuant to the
terms and subject to the conditions set forth in this Agreement, Goldman hereby
subscribes for and agrees to purchase, and the Company hereby agrees to issue
and sell to Goldman, on the Closing Date 1,590,000 shares of Common Stock (the
"Shares") having an aggregate purchase price equal to $159,000,000 (the
"Purchase Price"). For purposes of this Agreement, the price per share of Common
Stock shall be $100, subject to adjustments in respect thereof for any stock
dividends, combinations, splits or the like subsequent to the date hereof and
prior to the Closing. Of the total number of Shares to be so acquired by
Goldman, the portion of the Shares of Common Stock to be acquired by each of
Goldman Onshore, Goldman Offshore, Goldman KG, Goldman Employee and Goldman
Direct shall be 899,797 shares by Goldman Onshore, 326,952 shares by Goldman
Offshore, 37,609 shares by Goldman KG, 285,892 shares by Goldman Employee and
39,750 shares by Goldman Direct.
3. The Closing. The closing (the "Closing") of the issuance and sale
of the Shares shall take place on the day (the "Closing Date") of, and
simultaneously with, the consummation of the Transaction pursuant to the
Purchase Agreement. The Closing shall occur at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other
place as the parties may mutually agree. At the Closing, the following shall
occur:
(a) Goldman shall deliver to the Company the Purchase Price payable by
delivery to the Company of such amount by a single wire transfer of
immediately available funds as consideration for all of the Shares to be
issued hereunder; and
(b) the Company shall duly issue the Shares to be received by Goldman
and shall deliver to Goldman stock certificates representing the Shares
purchased by Goldman consistent with the apportionment described in Section
2.
4. Stockholders Agreement and Registration Rights Agreement. On the
date of consummation of the Transaction pursuant to the Purchase Agreement,
Goldman and the Company shall execute and deliver the Stockholders Agreement and
the related Registration Rights Agreement.
5. Representations and Warranties of the Company. The Company
represents and warrants to Goldman as follows:
(a) (i) the Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Delaware and
has full corporate power and authority to execute and deliver this
Agreement and to perform its obligations hereunder, and (ii) this Agreement
has been duly authorized, executed and delivered by the Company and is
valid, binding and enforceable against the Company in accordance with its
terms;
(b) the Shares to be issued to Goldman pursuant to this Agreement,
when issued and delivered in accordance with the terms hereof, will be duly
and validly issued and, upon receipt by the Company of the Purchase Price
therefor, will be fully paid and
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nonassessable with no personal liability attached to the ownership thereof
and will not be subject to any preemptive rights and restrictions on
transfer other than under applicable securities laws, the terms of this
Agreement and the Stockholders Agreement;
(c) the execution, delivery and performance by the Company of this
Agreement will not (i) conflict with the certificate of incorporation or
by-laws of the Company, (ii) result in any material breach of any terms or
provisions of, or constitute a material default under, any material
contract, agreement or instrument to which the Company is a party or by
which the Company is bound, (ii) violate any United States federal or state
law, rule or regulation applicable to the Company or (iv) require any
consent, waiver, approval, order, permit or authorization of, or
declaration or filing with, or notification or report to, any Governmental
Body;
(d) immediately after giving effect to the transactions pursuant to
the Purchase Agreement, including equity issued in connection therewith on
the date of the closing thereunder, the capitalization of the Company shall
be substantially as set forth on Exhibit C hereto; and
(e) the transactions contemplated by this Agreement do not violate any
"blue sky" or other securities law of any jurisdiction or require the
Company to file a registration statement with the SEC or apply to qualify
any securities under the "blue sky" or other securities law of any
jurisdiction.
6. Representations and Warranties of Goldman. Each of Goldman Onshore,
Goldman Offshore, Goldman KG, Goldman Employee and Goldman Direct represents and
warrants to the Company as follows:
(a) (i) each of Goldman Onshore, Goldman Offshore, Goldman KG, Goldman
Employee and Goldman Direct is an entity duly formed, validly existing and
in good standing under the laws of the jurisdiction of its formation and
has full power and authority to execute and deliver this Agreement and to
perform its obligations hereunder and (ii) each of this Agreement has been
duly authorized, executed and delivered by each of Goldman Onshore, Goldman
Offshore, Goldman KG, Goldman Employee and Goldman Direct and is valid,
binding and enforceable against each of Goldman Onshore, Goldman Offshore,
Goldman KG, Goldman Employee and Goldman Direct in accordance with its
terms;
(b) the execution, delivery and performance by Goldman of this
Agreement will not (i) conflict with the organizational documents of
Goldman Onshore, Goldman Offshore, Goldman KG, Goldman Employee or Goldman
Direct, (ii) result in any material breach of any terms or provisions of,
or constitute a material default under, any material contract, agreement or
instrument to which Goldman Onshore, Goldman Offshore, Goldman KG, Goldman
Employee or Goldman Direct is a party or by which Goldman Onshore, Goldman
Offshore, Goldman KG, Goldman Employee or Goldman Direct is bound or (iii)
except for compliance with the applicable requirements of the HSR Act,
require any consent, waiver, approval, order, permit or authorization of,
or declaration or filing with, or notification or report to, any
Governmental Body;
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(c) Goldman is acquiring the Shares for investment and solely for its
own account and not with a present view to, or for resale in connection
with, the distribution or other disposition thereof;
(d) Goldman has been advised by the Company that:
(i) the offer and sale of the Shares have not been registered
under the Securities Act;
(ii) there is no established market for the Shares and it is not
anticipated that there will be any public market for the
Shares in the foreseeable future;
(iii) Rule 144 promulgated under the Securities Act is not
presently available with respect to the sale of any
securities of the Company;
(iv) when and if shares of the Shares may be disposed of without
registration under the Securities Act in reliance on Rule
144, such disposition can be made only in limited amounts in
accordance with the terms and conditions of Rule 144;
(v) if the Rule 144 exemption is not available, the offer or
sale of the Shares without registration will require
compliance with some other exemption under the Securities
Act;
(vi) a restrictive legend in the form heretofore set forth in the
Stockholders Agreement shall be placed on the certificates
representing the Shares; and
(vii) a notation shall be made in the appropriate records of the
Company indicating that the Shares are subject to
restrictions on transfer and, if the Company should at some
time in the future engage the services of a securities
transfer agent, appropriate stop-transfer instructions will
be issued to such transfer agent with respect to the Shares.
(e) (i) ▇▇▇▇▇▇▇'▇ financial situation is such that it can afford to
bear the economic risk of holding the Shares for an indefinite period of
time, has adequate means for providing for its current needs and personal
contingencies, and can afford to suffer a complete loss of its investment
in the Shares; (ii) ▇▇▇▇▇▇▇'▇ knowledge and experience in financial and
business matters are such that it is capable of evaluating the merits and
risks of the investment in the Shares; (iii) Goldman understands that the
Shares are a speculative investment which involves a high degree of risk of
loss of its investment therein, there are substantial restrictions on the
transferability of the Shares, and, on the Closing Date and for an
indefinite period following the Closing, there will be no public market for
the Shares and, accordingly, it may not be possible for Goldman to
liquidate its investment in case of emergency or otherwise; (iv) Goldman
understands and has taken cognizance of all the risk factors related to the
purchase of the Shares, and, other
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than as set forth in this Agreement, no representations or warranties have
been made to Goldman or its representatives concerning the Shares or the
Company or their prospects or other matters; (v) Goldman has been given the
opportunity to examine all documents and to ask questions of, and to
receive answers from, the Company and its representatives concerning the
Company and its subsidiaries, the Transaction, the Purchase Agreement and
the terms and conditions of the purchase of the Shares and to obtain all
additional information which Goldman or its representatives deems
necessary; (vi) in making its decision to purchase the Shares hereby
subscribed for, Goldman has relied upon independent investigations made by
it and, to the extent believed by it to be appropriate, its
representatives, including its own professional, financial, tax and other
advisors; and (vii) Goldman is an "accredited investor" within the meaning
of Rule 501 of Regulation D under the Securities Act.
(f) Goldman has acquired an understanding of the Company and its
business. Goldman has been given the opportunity to obtain any additional
information or documents (and to ask questions and receive answers about
such information and documents) about the Company and its business which
Goldman deems necessary to evaluate the merits and risks related to its
investment in the shares of Common Stock.
7. Covenants of the Company and Goldman.
(a) Further Assurances. Each of the parties shall, and shall cause
their respective Affiliates under their control to, execute such
instruments and take such action as may be reasonably required or desirable
to carry out the provisions hereof and the transactions contemplated
hereby.
8. Conditions Precedent to Closing. The obligations of the Company and
Goldman to consummate the Closing are subject to the satisfaction or written
waiver by both the Company and Goldman on or prior to the Closing Date of the
following conditions:
(i) the Transaction shall have been consummated pursuant to the
Purchase Agreement; and
(ii) no laws shall have been adopted or promulgated, and no temporary
restraining order, preliminary or permanent injunction or other
order issued by a court or other Governmental Body of competent
jurisdiction shall be in effect, having the effect of making the
purchase of the Shares by Goldman and the other transactions
contemplated hereby illegal or otherwise prohibiting consummation
thereof.
9. Miscellaneous.
(a) Notices. All notices and other communications required or
permitted hereunder shall be in writing and shall be deemed effectively
given: (a) upon personal delivery to the party to be notified; (b) when
sent by confirmed facsimile if sent during normal business hours of the
recipient, if not, then on the next Business Day, provided that a copy of
such notice is also sent via nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt; (c)
five (5) days after
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having been sent by registered or certified mail, return receipt requested,
postage prepaid; or (d) one (1) Business Day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt. All communications shall be sent to such
party's address as set forth below or at such other address as the party
shall have furnished to each other party in writing in accordance with this
provision:
(1) If to the Company:
CSA Acquisition Corp.
c/o The Cypress Group L.L.C.
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
and
GS Capital Partners 2000, L.P.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
and
Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
(2) If to Goldman:
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GS Capital Partners 2000, L.P.
GS Capital Partners 2000 Offshore, L.P.
GS Capital Partners 2000 GmbH & Co. Beteiligungs KG
GS Capital Partners 2000 Employee Fund, ▇.▇.
▇▇▇▇▇▇▇ Sachs Direct Investment Fund 2000, L.P.
▇/▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
(b) Amendment and Waiver.
(i) No failure or delay on the part of any party hereto in exercising
any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such
right, power or remedy preclude any other or further exercise
thereof or the exercise of any other right, power or remedy. The
remedies provided for herein are cumulative and are not exclusive
of any remedies that may be available to the parties hereto at
law, in equity or otherwise.
(ii) Any amendment, supplement or modification of or to any provision
of this Agreement, any waiver of any provision of this Agreement,
and any consent to any departure by any party from the terms of
any provision of this Agreement, shall be effective against a
party to this Agreement only if it is made or given in writing
and signed by such party.
(c) Specific Performance. Each party hereto acknowledges that money
damages would not be an adequate remedy in the event that any of the
covenants or agreements in this Agreement are not performed in accordance
with its terms, and it is therefore agreed that in addition to and without
limiting any other remedy or right it may have, the non-breaching party
will have the right to an injunction, temporary restraining order or other
equitable relief in any court of competent jurisdiction enjoining any such
breach and enforcing specifically the terms and provisions hereof.
(d) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
9
(e) Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law
or rule in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision or any other
jurisdiction, but this Agreement shall be reformed, construed and enforced
in such jurisdiction as if such invalid, illegal or unenforceable provision
had never been contained herein.
(f) Entire Agreement. Except as otherwise expressly set forth herein,
this Agreement embodies the complete agreement and understanding among the
parties hereto with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements or representations by or
among the parties, written or oral, that may have related to the subject
matter hereof in any way.
(g) GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL. THIS AGREEMENT
SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN
SUCH STATE. Any claim arising out of or relating to this Agreement may be
instituted in Federal or State court in the State of New York (unless
personal or subject matter jurisdiction cannot be obtained therein), and
each party agrees not to assert, by way of motion, as a defense or
otherwise, in any such claim, that it is not subject personally to the
jurisdiction of such court, that the claim is brought in an inconvenient
forum, that the venue of the claim is improper or that this Agreement or
the subject matter hereof may not be enforced in or by such court. Each
party further irrevocably submits to the jurisdiction of such courts in any
such claim. Any and all service of process and any other notice in any such
claim shall be effective against any party if given personally or by
registered or certified mail, return receipt requested, or by any other
means of mail that requires a signed receipt, postage prepaid, mailed to
such party as herein provided. Nothing herein contained shall be deemed to
affect the right of any party to serve process in any manner permitted by
law or to commence legal proceedings or otherwise against any other party
in any other jurisdiction.
(h) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective permitted
successors and assigns, including Permitted Transferees (as defined in the
Stockholders Agreement) of Goldman. Unless otherwise specifically provided
for herein, this Agreement is not assignable.
(i) Counterparts; Facsimile Signatures. This Agreement may be executed
in any number of counterparts, each of which shall be an original, but all
of which together shall constitute one instrument. This Agreement may be
executed by facsimile signature(s).
[Remainder of page left intentionally blank]
IN WITNESS WHEREOF, the undersigned have executed, or have caused to
be executed, this Agreement on the date first written above.
CSA ACQUISITION CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Subscription Agreement - ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ CAPITAL PARTNERS 2000, L.P.
By: GS Advisors 2000, L.L.C., its
general partner
By: /s/ ▇▇▇▇▇▇▇ Sachs
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Member
GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
By: GS Advisors 2000, L.L.C., its
general partner
By: /s/ ▇▇▇▇▇▇▇ Sachs
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Member
GS CAPITAL PARTNERS 2000 GMBH & CO.
BETEILIGUNGS KG
By: ▇▇▇▇▇▇▇ Sachs Management GP GmbH,
its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ Sachs
Title: Managing Member
GS CAPITAL PARTNERS 2000 EMPLOYEE FUND,
L.P.
By: GS Employee Funds 2000 GP, L.L.C.,
its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ Sachs
Title: Managing Member
▇▇▇▇▇▇▇ ▇▇▇▇▇ DIRECT INVESTMENT FUND
2000, L.P.
By: GS Employee Funds 2000 GP, L.L.C.,
its general partner
By: /s/ ▇▇▇▇▇▇▇ Sachs
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Member
Subscription Agreement - ▇▇▇▇▇▇▇ Sachs
Exhibit C
POST-TRANSACTION CAPITALIZATION
OF CSA ACQUISITION CORP.
PRO FORMA COMMON
STOCK OWNERSHIP AS OF SHARES
STOCKHOLDER DECEMBER 23, 2004 SUBSCRIBED FOR*
----------- --------------------- ---------------
Cypress Merchant Banking Partners II L.P. 1,508,152.1964 0
Cypress Merchant B II C.V. 64,113.9394 ▇
▇▇▇▇ ▇▇▇▇▇▇ Partners II L.P. 14,553.8642 0
Cypress Side-by-Side LLC 3,180 0
GS Capital Partners 2000, L.P. 899,797 0
GS Capital Partners 2000 Offshore, L.P. 326,952 0
GS Capital Partners 2000 GmbH & Co. Beteiligungs KG 37,609 0
GS Capital Partners 2000 Employee Fund, L.P. 285,892 0
▇▇▇▇▇▇▇ ▇▇▇▇▇ Direct Investment Fund 2000, L.P. 39,750 0
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 10,000 5,000**
▇.▇. ▇▇▇▇▇▇▇ 2,000 3,000
▇▇▇▇▇▇▇ ▇. Way 0 2,500
▇▇▇▇▇ ▇. ▇▇▇▇▇ 0 3,227.725
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 0 3,038.985
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 0 3,009.07
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 0 2,709.33
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 0 3,029.93
▇▇▇▇▇ ▇. ▇▇▇▇▇ 0 3,454.03
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 0 2,598.83
▇▇▇▇▇ ▇. ▇▇▇▇▇ 0 1,024.77
* Shares referred to in this column will be purchased after the date hereof
pursuant to Subscription Agreements entered into as of the date hereof.
** At the option of the Stockholder, the maximum number of shares such
Stockholder may purchase may be increased to 12,000.