ADMISSION AGREEMENT
THIS ADMISSION AGREEMENT (the "Agreement") is entered into as of the 16th
day of March, 1998, by and between DOMINION PARK, L.L.C., a Delaware limited
liability company ("Investor"), and Deere Park Equities, L.L.C., an Illinois
limited liability company ("Company").
RECITALS
WHEREAS, Company is governed by an Operating Agreement dated December 1,
1995 (the "Operating Agreement"); and
WHEREAS, that certain letter agreement (the "Letter Agreement") dated
August 19, 1997, as amended among Company, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇ currently governs the operation of Investor; and
WHEREAS, Investor desires to become, and Company desires that Investor
become, a member of Company upon the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the recitals and mutual premises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. DEFINITIONS. Capitalized terms used and not otherwise defined
herein shall have the meaning ascribed to such terms in the Operating Agreement
or the Letter Agreement, as the case may be.
2. ADMISSION OF INVESTOR. Upon Investor's payment of the capital
contribution set forth in paragraph 3, Investor shall be admitted to Company as
a Class C Member, and Investor agrees to be bound by all of the terms and
conditions of the Operating Agreement with respect to Class C Members, as
supplemented by this Agreement. Exhibit A to the Operating Agreement shall be
deemed amended to reflect the admission of and the capital contribution made by
Investor to Company.
3. CAPITAL CONTRIBUTION. Contemporaneously with the execution of
this Agreement, Investor shall make a contribution to the capital of Company in
the form of Two Million One Hundred Ten Thousand One Hundred (2,110,100) shares
of Class A Common Stock, $0.001 par value per share, of Dominion Bridge
Corporation (the "DBC Shares"). Withdrawals of the DBC Shares or substitutions
of cash or other securities for any or all of the DBC Shares may be made only
upon the consent of the Class A Member. The DBC Shares or any cash or other
securities substituted therefor shall be deemed capital of Company, for use in
its business and subject to the risks of its operations.
4. ALLOCATIONS PURSUANT TO THE LETTER AGREEMENT AND SPECIAL
ALLOCATIONS OF PROFITS AND LOSSES.
(a) PAYMENT OF THE NOTE. Pursuant to the terms of the Letter
Agreement and the Note, the Management Option Shares continued to be
owned by Dominion Park will be applied to the payment of the Note, and in
the event the Management Option Shares are insufficient to provide for
payment in full of the Note, the Note shall be paid,
(i) first, with the Current Management Shares pledged as
collateral security for the Guaranty; and
(ii) then, to the extent of any remaining insufficiency,
with the Private Deere Park Shares and the Market Deere Park
Shares hereby being contributed to Deere Park.
(b) ALLOCATION OF GAIN ON MANAGEMENT OPTION SHARES. Any
Management Option Shares (or the proceeds thereof) not used to pay the
Note will continue to be allocated in accordance with the terms of the
Letter Agreement (i.e., 30% to Deere Park and 70% to the Executive
Stockholders).
(c) ALLOCATION OF GAIN OR PRIVATE DEERE PARK SHARES. Any
Private Deere Park Shares and Market Deere Park Shares (or the proceeds
thereof) not used to pay the Note will be allocated to Investor and it is
understood that Investor shall allocate such Shares or proceeds in
accordance with the terms of the Letter Agreement (i.e., 60% to Deere
Park and 40% to the Executive Stockholders).
(d) IN-KIND DISTRIBUTIONS. In the event of the termination and
liquidation of Investor, subject to repayment of the Note, Investor shall
withdraw as a member of Company and the DBC Shares, other than those used
to pay the Note or otherwise disposed of in accordance with the terms of
the Letter Agreement shall be distributed "in kind" to Investor.
(e) Any Net Losses of Company resulting from the DBC Shares
shall be allocated one hundred percent (100%) to Investor.
(f) NO PREFERENCE RETURN. Notwithstanding anything to the
contrary in the Operating Agreement, Investor hereby acknowledges and
agrees that it will not be entitled to any Preference Return or have any
interest in profits or losses derived from any activities or investments
of Company other than as described herein.
5. RIGHTS WITH RESPECT TO THE DBC SHARES. Investor hereby
acknowledges that Company shall have all rights with respect to the DBC Shares
and that Investor's only interest in such stock is as a member of Company;
provided, however, that the provisions of the Letter Agreement shall continue to
govern (a) the voting of the proxies for the DBC Shares and (b) the
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disposition of the Newco Shares under any circumstances other than an uncured
default under the Note or the termination of Investor.
6. ENTIRE AGREEMENT. This Agreement and the Operating Agreement
together 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 and dated subsequent
to the date hereof. In the event of any conflict between the provisions of this
Agreement and the Operating Agreement, the provisions of this Agreement shall
control.
7. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Illinois without regard to conflict
of law principles thereof.
8. 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.
9. 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.
10. 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
DOMINION PARK, L.L.C., DEERE PARK EQUITIES, L.L.C.,
a Delaware limited liability company an Illinois limited liability company
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Manager ▇▇▇▇ ▇▇▇▇▇▇▇, Member-Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇, Manager
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Manager
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