Exhibit 10.23


 


Execution Copy


 


STOCK SUBSCRIPTION AGREEMENT


 


STOCK SUBSCRIPTION AGREEMENT, dated as of
June 30, 2003, among Travel Transaction Processing Corporation, a Delaware
corporation (“Holding”), Citigroup Venture Capital Equity Partners,
L.P., a Delaware limited partnership (“CVC Equity”), CVC/SSB Employee Fund,
L.P., a Delaware limited partnership (“CVC Employee Fund”), CVC Executive Fund
LLC, a Delaware limited liability company (“CVC Executive Fund”
and together with CVC Equity and CVC Employee Fund, the “CVC Funds”), Court
Square Capital Limited, a Delaware corporation (“Court Square”), and
the other investors listed on Schedule A hereto (the “Co-Investors”).  CVC Equity, CVC Employee Fund, CVC Executive
Fund, Court Square and each Co-Investor are referred to herein individually as
a “Purchaser”
and collectively as the “Purchasers”).


 


W
I  T  N  E  S  S  E  T  H:


 


WHEREAS, the Board of Directors of Holding
(the “Board”)
wishes to offer to each Purchaser the aggregate number of shares of the Class A
Common Stock, par value $.01 per share, of Holding (the “Class A Common Shares”)
set forth under such Purchaser’s name on Schedule A hereto at the
purchase price provided on Schedule A hereto;


 


WHEREAS, the Board wishes to offer to each
Purchaser the aggregate number of shares of the 10% Series A Cumulative
Compounding Preferred Stock, par value $.01 per share, of Holding (the “Preferred
Shares” and together with the Class A Common Shares, the “Shares”)
set forth under such Purchaser’s name on Schedule A hereto at the
purchase price provided on Schedule A hereto;


 


NOW, THEREFORE, to implement the foregoing
and in consideration of the mutual agreements contained herein, the parties
hereto hereby agree as follows:


 


1.                                       Purchase
and Sale of Shares.


 


(a)                                  Purchase
of Shares.  Subject to all of the
terms and conditions of this Agreement, each Purchaser hereby subscribes for
and shall purchase, and Holding shall sell to such Purchaser, the Class A
Common Shares set forth under such Purchaser’s name on Schedule A
hereto at the purchase price indicated for such Class A Common Shares on Schedule A
hereto and the Preferred Shares set forth under such Purchaser’s name on Schedule A
hereto at the purchase price indicated for such Preferred Shares on Schedule A
hereto, both at the Closing provided for in Section 3(a) hereof.  Notwithstanding anything in this Agreement
to the contrary, Holding shall have no obligation to sell any Shares to any
person who is a resident of a jurisdiction in which the sale of Shares to such
person would constitute a violation of the securities, “blue sky” or other laws
of such jurisdiction.


 

















 


(b)                                 Consideration.  Subject to all of the terms and conditions
of this Agreement, each Purchaser shall deliver to Holding at the Closing (as
defined in Section 3(a) hereof) immediately available funds in the amount
of the aggregate purchase price set forth under such Purchaser’s name on Schedule A
hereto.


 


2.                                       Repurchase
of Class A Common Stock.  Subject to
all of the terms and conditions of this Agreement, at the Closing, CVC Equity
shall sell to Holding, and Holding shall repurchase from CVC Equity, sixty (60)
shares of the Class A Common Stock, par value $.01 per share (the “Class A
Common Stock”), of Holding at a purchase price of $1.00 per
share.


 


3.                                       Closing.


 


(a)                                  Time
and Place.  Except as otherwise
mutually agreed by Holding and the Purchasers, the closing (the “Closing”)
of the transactions contemplated by this Agreement shall be held at the offices
of Hughes Hubbard & Reed LLP, One Battery Park Plaza, New York, New York at
10:00 a.m. (New York time) on the date hereof.


 


(b)                                 Deliveries
by Holding.  At the Closing, Holding
shall deliver to each Purchaser stock certificates registered in such
Purchaser’s name and representing the Shares being purchased by such Purchaser,
which certificates shall bear the legends set forth in Section 4(b).


 


(c)                                  Deliveries
by the Purchasers.  At the Closing,
each Purchaser shall deliver to Holding the consideration referred to in
Section 1(b) hereof.


 


4.                                       Purchaser’s
Representations, Warranties and Covenants.


 


(a)                                  Investment
Intention.  Each Purchaser
represents and warrants that such Purchaser is acquiring the Shares solely for
such Purchaser’s own account for investment and not with a view to or for sale
in connection with any distribution thereof. 
Each Purchaser agrees that such Purchaser will not, directly or
indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of
any of the Shares (or solicit any offers to buy, purchase or otherwise acquire
or take a pledge of any Shares), except in compliance with the Securities Act
of 1933, as amended (the “Securities Act”), and the rules and
regulations of the Securities and Exchange Commission (the “Commission”)
thereunder, and in compliance with applicable state and foreign securities or
“blue sky” laws.  Each Purchaser further
understands, acknowledges and agrees that none of the Shares may be
transferred, sold, pledged, hypothecated or otherwise disposed of unless the
provisions of (i) this Agreement, (ii) Section 2.1 of the
Stockholders Agreement, dated as of the date hereof, among Holding, the
Purchasers, Ontario Teachers’ Pension Plan Board, a corporation without share
capital organized under the laws of Ontario, Canada (“OTPP”), and certain
other stockholders of Holding (as amended from time to time, the “Stockholders
Agreement”) and (iii) Section 5 of the Registration
Rights Agreement, dated as of the date hereof, among Holding, the Purchasers,
OTPP and certain other stockholders of Holding (as amended from time to time,
the “Registration
Rights Agreement”) shall have been complied with or have
expired.


 


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(b)                                 Legends.  Each Purchaser acknowledges that the
certificates representing the Shares shall bear the following legends or other
appropriate legends:


 


(i)                                     “THE
SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF (EACH, A “TRANSFER”) UNLESS AND UNTIL REGISTERED UNDER
THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IS
RECEIVED IN A FORM SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT
REQUIRED.”


 


(ii)                                  “THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (A) THE TRANSFER AND
OTHER PROVISIONS OF A STOCK SUBSCRIPTION AGREEMENT, DATED AS OF JUNE 30,
2003; (B) THE PROVISIONS OF A STOCKHOLDERS AGREEMENT, DATED AS OF JUNE 30,
2003, AMONG THE ISSUER AND CERTAIN STOCKHOLDERS OF THE ISSUER (THE
“STOCKHOLDERS AGREEMENT”) AND (C) A REGISTRATION RIGHTS AGREEMENT, DATED AS OF
JUNE 30, 2003, AMONG THE ISSUER AND CERTAIN STOCKHOLDERS OF THE ISSUER
(THE “REGISTRATION RIGHTS AGREEMENT”) AND NEITHER THIS CERTIFICATE NOR THE
SHARES REPRESENTED BY IT ARE TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF THE STOCK SUBSCRIPTION AGREEMENT, THE STOCKHOLDERS AGREEMENT AND
THE REGISTRATION RIGHTS AGREEMENT, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION
AT THE OFFICES OF THE ISSUER.  NO
TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE ISSUER, AND SUCH
TRANSFER SHALL BE VOIDABLE, UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH
THE TERMS OF SUCH AGREEMENTS.”


 


(iii)                               “THE
ISSUER WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE
POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR
OTHER SPECIAL RIGHTS OF EACH CLASS OR SERIES OF SHARES AUTHORIZED TO BE ISSUED
AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS.”


 


(c)                                  Securities
Law Matters.  Each Purchaser
acknowledges receipt of advice from Holding that (i) the Shares have not
been registered under the Securities Act based on an exemption provided under
the Securities Act or qualified under any state or foreign securities or “blue
sky” laws, (ii) it is not anticipated that there will be any public
market for the Shares, (iii) the Shares must be held indefinitely and
such Purchaser must continue to bear the economic risk of the investment in the
Shares unless the Shares are subsequently registered under the Securities Act
and such state laws or an exemption from registration is available, (iv) Rule
144 promulgated under the Securities Act (“Rule 144”) is not presently available
with respect to the


 


3

















 


sales of the Shares, and
Holding has made no covenant to make Rule 144 available, (v) when
and if the Shares may be disposed of without registration in reliance upon Rule
144, such disposition can be made only in accordance with the terms and
conditions of such Rule, this Agreement, the Stockholders Agreement and the
Registration Rights Agreement, (vi) Holding does not plan to file
reports with the Commission or make public information concerning Holding
available unless required to do so by law or in connection with its financing
arrangements, (vii) if the exemption afforded by Rule 144 is not
available, sales of the Shares may be difficult to effect because of the
absence of public information concerning Holding, (viii) a restrictive
legend in the form heretofore set forth shall be placed on the certificates
representing the Shares and (ix) a notation shall be made in the
appropriate records of Holding indicating that the Shares are subject to
restrictions on transfer set forth in Section 2.1 of the Stockholders
Agreement and Section 5 of the Registration Rights Agreement and, if
Holding should in the future engage the services of a stock transfer agent,
appropriate stop-transfer restrictions will be issued to such transfer agent
with respect to the Shares.


 


(d)                                 Compliance
with Rule 144.  When and if the
Shares may be disposed of without registration in reliance upon Rule 144, each
Purchaser shall transmit to Holding an executed copy of Form 144 (if required
by Rule 144) no later than the time such form is required to be transmitted to
the Commission for filing and such other documentation as Holding may
reasonably require to assure compliance with Rule 144 in connection with such
disposition.


 


(e)                                  Ability
to Bear Risk.  Each Purchaser
represents and warrants that (i) the financial situation of such
Purchaser is such that such Purchaser can afford to bear the economic risk of
holding the Shares for an indefinite period and (ii) such Purchaser
can afford to suffer the complete loss of such Purchaser’s investment in the
Shares.


 


(f)                                    Accredited
Investor.  Each Purchaser represents
and warrants that such Purchaser qualifies as an “Accredited Investor” under
Regulation D promulgated under the Securities Act.  Each Purchaser agrees to furnish such documents and to comply
with such reasonable requests of Holding as may be necessary to substantiate
such Purchaser’s status as a qualifying investor in connection with this
private offering of Shares to such Purchaser. 
Each Purchaser represents and warrants that all information contained in
such documents and any other written materials concerning the status of such
Purchaser furnished by such Purchaser to Holding in connection with such
requests will be true, complete and correct in all material respects.


 


(g)                                 Other
Rights and Obligations.  Each
Purchaser shall be entitled to the rights and subject to the obligations
created under the Registration Rights Agreement and the Stockholders Agreement,
each to the extent set forth therein.


 


5.                                       Representations
and Warranties of Holding.  Holding
represents and warrants to each Purchaser that (a) Holding has been
duly incorporated and is an existing corporation in good standing under the
laws of the State of  Delaware, (b) this
Agreement has been duly authorized, executed and delivered by Holding and
constitutes a valid and legally binding obligation of Holding enforceable
against Holding in accordance with its terms, and (c) the


 


4

















 


Shares, when issued, delivered
and paid for in accordance with the terms hereof, will be duly and validly
issued, fully paid and nonassessable.


 


6.                                       Repurchase
Upon Stock Issuances to Management Investors.


 


(a)                                  Repurchase
Right in Connection with Restricted Stock Issuances.  In the event that Holding issues and sells
shares of its Class A Common Stock to any member of management of Holding or
any of its subsidiaries (hereinafter referred to as a “Subsequent Management Investor”),
as “Restricted Stock” pursuant to its Stock Incentive Plan, Holding shall have
the right and option at any time and from time to time to repurchase from Court
Square such number of Class A Common Shares equal to sixty percent (60%) of the
Class A Common Stock to be sold to such Subsequent Management Investor, at a
purchase price equal to the price paid by such Subsequent Management Investor
for such Class A Common Stock at the time of issuance of such Class A Common
Stock (but in no event at a price less than $.31914894 per Class A Common
Share) multiplied by the number of Class A Common Shares repurchased from Court
Square; provided, however, that Holding may not exercise such
right unless it simultaneously exercises its right to repurchase from OTPP
pursuant to the Stock Subscription Agreement, dated as of the date hereof,
between Holding and OTPP (the “OTPP Subscription Agreement”) such
number of shares of Class A Common Stock equal to forty percent (40%) of the
Class A Common Stock to be sold to such Subsequent Management Investor.  The number of Class A Common Shares and
Preferred Shares to be repurchased pursuant to this Section 6(a) shall not
exceed 1,395,900 Class A Common Shares. 
Subsequent Management Investors shall be required to execute a
Restricted Stock Subscription Agreement substantially in the form attached to
Holding’s Stock Incentive Plan as Exhibit C and to agree to be bound by the
Stockholders Agreement.


 


(b)                                 Repurchase
Right in Connection with Non-Restricted Stock Issuances.  In the event that Holding issues and sells
shares of its Class A Common Stock and 10% Series A Cumulative Compounding
Preferred Stock, par value $.01 per share (“Series A Preferred Stock”),
to any Subsequent Management Investor, Holding shall have the right and option
at any time and from time to time to repurchase from the CVC Funds such number
of Class A Common Shares and Preferred Shares equal to sixty percent (60%) of
the Class A Common Stock and sixty percent (60%) of the Series A Preferred
Stock, respectively, to be sold to such Subsequent Management Investor, at a
purchase price equal to the price paid by such Subsequent Management Investor
for such Class A Common Stock and Series A Preferred Stock at the time of
issuance of such Class A Common Stock and Series A Preferred Stock (but in no
event at a price less than $.31914894 per Class A Common Share and $1,000 per
Preferred Share plus accrued and unpaid dividends thereon through the date of
repurchase) multiplied by the number of Class A Common Shares and Preferred Shares,
respectively, repurchased from the CVC Funds; provided, however,
that Holding may not exercise such right unless it simultaneously exercises its
right to repurchase from OTPP pursuant to the OTPP Subscription Agreement such
number of shares of Class A Common Stock and Series A Preferred Stock equal to
forty percent (40%) of the Class A Common Stock and forty percent (40%) of the
Series A Preferred Stock, respectively, to be sold to such Subsequent
Management Investor.  The number of
Class A


 


5

















 


Common Shares and Preferred
Shares to be repurchased pursuant to this Section 6(b) shall not exceed
75,384 Class A Common Shares and 275.941 Preferred Shares, and any repurchase
of such Class A Common Shares and Preferred Shares shall be made pro rata
between Class A Common Shares and Preferred Shares in proportion to the
aggregate number of Class A Common Shares and Preferred Shares subject to the
repurchase right contained in this Section 6(b).  Any repurchase of Class A Common Shares and Preferred Shares
pursuant to this Section 6(b) shall be made pro rata among the CVC Funds
in proportion to the number of Class A Common Shares and Preferred Shares,
respectively, held by each CVC Fund. 
Subsequent Management Investors shall be required to purchase Class A
Common Stock and Series A Preferred Stock in the same proportion of Class A
Common Stock to Series A Preferred Stock, to execute a Management Stock
Subscription Agreement substantially in the form of those being entered into
with certain members of management on the date hereof and to agree to be bound
by the Stockholders Agreement.


 


(c)                                  Repurchase
Right After One Year.  In the event
that Holding does not repurchase all of the Class A Common Shares that Holding
is entitled to repurchase pursuant to Section 6(a) within one (1) year of
the date hereof, Holding shall have the right and option at any time and from
time to time for ninety (90) days after the first anniversary of the date
hereof to repurchase from Court Square any or all of the remaining Class A
Common Shares not repurchased pursuant Section 6(a) at a purchase price
equal to $.31914894 per Class A Common Share multiplied by the number of Class
A Common Shares repurchased from Court Square; provided, however,
that Holding may not exercise such right unless it simultaneously exercises its
right to repurchase from OTPP pursuant to the OTPP Subscription Agreement such
number of shares of Class A Common Stock equal to forty percent (40%) of the
aggregate number of shares of Class A Common Stock to be repurchased pursuant
to this Section 6(c) and the OTPP Subscription Agreement.


 


(d)                                 Mechanics.  Any repurchase pursuant to this
Section 6 shall be exercised by written notice to Court Square or the CVC
Funds, as applicable, signed by an officer of Holding on behalf of Holding or
by its designee(s), as the case may be. 
Such notice shall set forth the number of Class A Common Shares and
Preferred Shares desired to be purchased and shall set forth a time and place
of closing which shall be no earlier than 10 days and no later than 30 days
after the date such notice is sent.  At
such closing, Court Square or each CVC Fund, as applicable, shall deliver the
certificates evidencing the number of Class A Common Shares and Preferred
Shares to be repurchased by Holding and/or its designee(s), accompanied by
stock powers duly endorsed in blank or duly executed instruments of transfer,
and any other documents that are necessary to transfer to Holding and/or its
designee(s) good title to such of the Class A Common Shares and Preferred
Shares to be transferred, free and clear of all pledges, security interests,
liens, charges, encumbrances, equities, claims and options of whatever nature
other than those imposed under this Agreement, the Stockholders Agreement and
the Registration Rights Agreement, and concurrently with such delivery, Holding
and/or its designee(s) shall deliver to Court Square or such CVC Fund, as
applicable, the full amount of the repurchase price for such Class A Common
Shares and Preferred Shares in immediately available funds.


 


6

















 


7.                                       Indemnification.  The Purchasers may provide
advice or counsel to Holding in their capacity as significant equity owners of
the Holding.  In such event, Holding and
its subsidiaries shall defend, indemnify and hold harmless the Purchasers,
their affiliates, members, partners, employees and agents from and against any
and all loss, liability, damage or expenses arising from any claim by any
person with respect to, or in any way related to, such advice or counsel.


 


8.                                       Miscellaneous.


 


(a)                                  Notices.  All notices and other communications
required or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been given if delivered personally or sent by certified
or express mail, return receipt requested, postage prepaid, or by any
recognized international equivalent of such mail delivery, to Holding, or the
Purchasers, as the case may be, at the following addresses or to such other
address as Holding or the Purchasers, as the case may be, shall specify by
notice to the others:


 


(i)                                     if
to Holding, to it at:


 


300 Galleria Parkway, N.W.

Atlanta, Georgia 30339

Fax:  (770) 563-7878

Attention:  General Counsel


 


(ii)                                  if
to any Purchaser, to such Purchaser at:


 


c/o Citigroup Venture Capital Equity Partners, L.P.

399 Park Avenue, 14th Floor

New York, New York 10022

Fax:  (212) 888-2940

Attention:  Joseph M. Silvestri


 


All such
notices and communications shall be deemed to have been received on the date of
delivery if delivered personally or on the third business day after the mailing
thereof.  Copies of any notice or other
communication given under this Agreement shall also be given to:


 


Ontario Teachers’ Pension Plan Board

5650 Yonge Street

Toronto, Ontario M2M 4H5

Fax:  (416) 730-5082

Attention:  Shael J. Dolman


 


Dechert LLP

4000 Bell Atlantic Tower

1717 Arch Street

Philadelphia, Pennsylvania  19103


 


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Fax: 
(215) 994-2222

Attention:  Geraldine A. Sinatra


 


Debevoise & Plimpton

919 Third Avenue

New York, New York  10022

Fax:  (212) 909-6836

Attention:  Margaret A. Davenport


 


(b)                                 Binding
Effect; Benefits.  This Agreement
shall be binding upon the parties to this Agreement and their respective
successors and assigns and shall inure to the benefit of the parties to the
Agreement and their respective permitted successors and assigns.  Nothing in this Agreement, express or
implied, is intended or shall be construed to give any person other than the
parties to this Agreement or their respective successors or assigns any legal
or equitable right, remedy or claim under or in respect of any agreement or any
provision contained herein.


 


(c)                                  Waiver;
Amendment.


 


(i)                                     Waiver.  Any party hereto or beneficiary hereof may
by written notice to the other parties (A) extend the time for the
performance of any of the obligations or other actions of the other parties
under this Agreement, (B) waive compliance with any of the
conditions or covenants of the other parties contained in this Agreement and (C) waive
or modify performance of any of the obligations of the other parties under this
Agreement.  Except as provided in the
preceding sentence, no action taken pursuant to this Agreement, including, without
limitation, any investigation by or on behalf of any party or beneficiary shall
be deemed to constitute a waiver by the party or beneficiary taking such action
of compliance with any representations, warranties, covenants or agreements
contained herein.  The waiver by any
party hereto or beneficiary hereof of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any preceding or
succeeding breach and no failure by a party to exercise any right or privilege
hereunder shall be deemed a waiver of such party’s or beneficiary’s rights or
privileges hereunder or shall be deemed a waiver of such party’s or
beneficiary’s rights to exercise the same at any subsequent time or times
hereunder.


 


(ii)                                  Amendment.  This Agreement may not be amended, modified
or supplemented orally, but only by a written instrument executed by each
Purchaser and Holding.


 


(d)                                 Entire
Agreement.  This Agreement, together
with the Stockholders Agreement and the Registration Rights Agreement, is the
entire agreement of the parties with respect to the subject matter hereof and
supersedes all other prior agreements, understandings, documents, statements,
representations and warranties, oral or written, express or implied, between
the parties hereto and their respective subsidiaries, representatives and
agents in respect of the subject matter hereof.


 


8

















 


(e)                                  Assignability.  Neither this Agreement nor any right,
remedy, obligation or liability arising hereunder or by reason hereof shall be
assignable by any Purchaser without the prior written consent of Holding.


 


(f)                                    Applicable
Law.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK,
EXCEPT TO THE EXTENT THAT THE CORPORATE LAW OF THE STATE OF DELAWARE
SPECIFICALLY AND MANDATORILY APPLIES.


 


(g)                                 Survival.  Section 4 (relating to each Purchaser’s
representations, warranties and covenants) and Section 5 (relating to
Holding’s representations and warranties) shall survive any termination of this
Agreement.


 


(h)                                 Section and
Other Headings, etc.  The
section and other headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.


 


(i)                                     Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original and all of
which together shall constitute one and the same instrument.


 


[Signature Pages Follow]


 


9

















 


IN WITNESS
WHEREOF, Holding and each Purchaser have executed this Agreement as of the date
first above written.


 


 


	
   

  	
  HOLDING:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TRAVEL TRANSACTION PROCESSING CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rakesh Gangwal

  
	
   

  	
   

  	
  Name:

  	
  Rakesh Gangwal

  
	
   

  	
   

  	
  Title:

  	
  President and Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE PURCHASERS:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CITIGROUP VENTURE CAPITAL EQUITY PARTNERS, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CVC Partners LLC, as general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Citigroup Venture Capital GP Holdings, Ltd., as managing member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph M. Silvestri

  
	
   

  	
   

  	
  Name:

  	
  Joseph M. Silvestri

  
	
   

  	
   

  	
  Title:

  	
  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CVC/SSB EMPLOYEE FUND, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CVC Partners LLC, as general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Citigroup Venture Capital GP Holdings, Ltd., as managing member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph M. Silvestri

  
	
   

  	
   

  	
  Name:

  	
  Joseph M. Silvestri

  
	
   

  	
   

  	
  Title:

  	
  Partner

  



 


Signature Page to Stock Subscription
Agreement


 

















 


	
   

  	
  CVC EXECUTIVE FUND LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Citigroup Venture Capital GP Holdings, Ltd., as managing member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph M. Silvestri

  
	
   

  	
   

  	
  Name:

  	
  Joseph M. Silvestri

  
	
   

  	
   

  	
  Title:

  	
  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  COURT SQUARE CAPITAL LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph M. Silvestri

  
	
   

  	
   

  	
  Name:

  	
  Joseph M. Silvestri

  
	
   

  	
   

  	
  Title:

  	
  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Michael T. Bradley

  
	
   

  	
  Michael T. Bradley

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Melissa B. Bradley

  
	
   

  	
  Melissa B. Bradley

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Michael T. Bradley

  
	
   

  	
  Michael T. Bradley as custodian for Fiona
  T. Bradley under the Uniform Gifts to Minors Act

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Michael T. Bradley

  
	
   

  	
  Michael T. Bradley as custodian for Sawyer
  B. Bradley under the Uniform Gifts to
  Minors Act

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Charles E. Corpening

  
	
   

  	
  Flatbush Avenue Investment Partners, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Michael S. Gollner

  
	
   

  	
  Michael S. Gollner

  



 

















 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Ian D. Highet

  
	
   

  	
  Ian D. Highet

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Max Kushner

  
	
   

  	
  Max Kushner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Rick Mayberry

  
	
   

  	
  Rick Mayberry

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Diana Mayer

  
	
   

  	
  Diana Mayer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Harris Newman

  
	
   

  	
  Harris Newman

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BG PARTNERS LP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul. C. Schorr IV

  
	
   

  	
   

  	
  Name:

  	
  Paul. C. Schorr IV

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory and General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SILVESTRI 2002 TRUST

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carolyn Risoli

  
	
   

  	
   

  	
  Name:

  	
  Carolyn Risoli

  
	
   

  	
   

  	
  Title:

  	
  Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Joseph M. Silvestri

  
	
   

  	
  Joseph M. Silvestri

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ David F. Thomas

  
	
   

  	
  David F. Thomas

  



 

















 


	
   

  	
  63BR PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James A. Urry

  
	
   

  	
   

  	
  Name: James A. Urry

  
	
   

  	
   

  	
  Title: Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ABG INVESTMENT MANAGEMENT LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Weber

  
	
   

  	
   

  	
  Name: John Weber

  
	
   

  	
   

  	
  Title: General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Marc Weill

  
	
   

  	
  Marc Weill

  



 

















 


Schedule A


 


Citigroup Venture Capital Equity Partners, L.P.


 


	
  Total Number of Class A Common Shares to be
  Purchased:

  	
   

  	
  49,901,433

  	
   

  
	
  Purchase Price per Class A Common Share:

  	
   

  	
  $

  	
  .31914894

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Preferred Shares to be
  Purchased:

  	
   

  	
  182,663.674

  	
   

  
	
  Purchase Price per Preferred Share:

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Cash Purchase Price:

  	
   

  	
  $

  	
  198,589,664

  	
   

  



 


CVC/SSB Employee Fund, L.P.


 


	
  Total Number of Class A Common Shares to be
  Purchased:

  	
   

  	
  505,984

  	
   

  
	
  Purchase Price per Class A Common Share:

  	
   

  	
  $

  	
  .31914894

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Preferred Shares to be
  Purchased:

  	
   

  	
  1,852.148

  	
   

  
	
  Purchase Price per Preferred Share:

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Cash Purchase Price:

  	
   

  	
  $

  	
  2,013,632

  	
   

  



 


CVC Executive Fund LLC


 


	
  Total Number of Class A Common Shares to be
  Purchased:

  	
   

  	
  450,833

  	
   

  
	
  Purchase Price per Class A Common Share:

  	
   

  	
  $

  	
  .31914894

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Preferred Shares to be
  Purchased:

  	
   

  	
  1,650.271

  	
   

  
	
  Purchase Price per Preferred Share:

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Cash Purchase Price:

  	
   

  	
  $

  	
  1,794,154

  	
   

  



 


Court Square Capital Limited


 


	
  Total Number of Class A Common Shares to be
  Purchased:

  	
   

  	
  1,395,900

  	
   

  
	
  Purchase Price per Class A Common Share:

  	
   

  	
  $

  	
  .31914894

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Preferred Shares to be
  Purchased:

  	
   

  	
  0

  	
   

  
	
  Purchase Price per Preferred Share:

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Cash Purchase Price:

  	
   

  	
  $

  	
  445,500

  	
   

  



 


A-1

















 


Michael T. Bradley


 


	
  Total Number of Class A Common Shares to be
  Purchased:

  	
   

  	
  3,769

  	
   

  
	
  Purchase Price per Class A Common Share:

  	
   

  	
  $

  	
  .31914894

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Preferred Shares to be
  Purchased:

  	
   

  	
  13.797

  	
   

  
	
  Purchase Price per Preferred Share:

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Cash Purchase Price:

  	
   

  	
  $

  	
  15,000

  	
   

  



 


Melissa B. Bradley


 


	
  Total Number of Class A Common Shares to be
  Purchased:

  	
   

  	
  3,769

  	
   

  
	
  Purchase Price per Class A Common Share:

  	
   

  	
  $

  	
  .31914894

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Preferred Shares to be
  Purchased:

  	
   

  	
  13.797

  	
   

  
	
  Purchase Price per Preferred Share:

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Cash Purchase Price:

  	
   

  	
  $

  	
  15,000

  	
   

  



 


Fiona T. Bradley


 


	
  Total Number of Class A Common Shares to be
  Purchased:

  	
   

  	
  2,513

  	
   

  
	
  Purchase Price per Class A Common Share:

  	
   

  	
  $

  	
  .31914894

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Preferred Shares to be
  Purchased:

  	
   

  	
  9.198

  	
   

  
	
  Purchase Price per Preferred Share:

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Cash Purchase Price:

  	
   

  	
  $

  	
  10,000

  	
   

  



 


Sawyer B. Bradley


 


	
  Total Number of Class A Common Shares to be
  Purchased:

  	
   

  	
  2,513

  	
   

  
	
  Purchase Price per Class A Common Share:

  	
   

  	
  $

  	
  .31914894

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Preferred Shares to be
  Purchased:

  	
   

  	
  9.198

  	
   

  
	
  Purchase Price per Preferred Share:

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Cash Purchase Price:

  	
   

  	
  $

  	
  10,000

  	
   

  



 


A-2

















 


Flatbush Avenue Investment Partners, LLC


 


	
  Total Number of Class A Common Shares to be
  Purchased:

  	
   

  	
  25,128

  	
   

  
	
  Purchase Price per Class A Common Share:

  	
   

  	
  $

  	
  .31914894

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Preferred Shares to be
  Purchased:

  	
   

  	
  91.980

  	
   

  
	
  Purchase Price per Preferred Share:

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Cash Purchase Price:

  	
   

  	
  $

  	
  100,000

  	
   

  



 


Michael S. Gollner


 


	
  Total Number of Class A Common Shares to be
  Purchased:

  	
   

  	
  25,128

  	
   

  
	
  Purchase Price per Class A Common Share:

  	
   

  	
  $

  	
  .31914894

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Preferred Shares to be
  Purchased:

  	
   

  	
  91.980

  	
   

  
	
  Purchase Price per Preferred Share:

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Cash Purchase Price:

  	
   

  	
  $

  	
  100,000

  	
   

  



 


Ian D. Highet


 


	
  Total Number of Class A Common Shares to be
  Purchased:

  	
   

  	
  25,128

  	
   

  
	
  Purchase Price per Class A Common Share:

  	
   

  	
  $

  	
  .31914894

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Preferred Shares to be
  Purchased:

  	
   

  	
  91.980

  	
   

  
	
  Purchase Price per Preferred Share:

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Cash Purchase Price:

  	
   

  	
  $

  	
  100,000

  	
   

  



 


Max Kushner


 


	
  Total Number of Class A Common Shares to be
  Purchased:

  	
   

  	
  5,026

  	
   

  
	
  Purchase Price per Class A Common Share:

  	
   

  	
  $

  	
  .31914894

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Preferred Shares to be
  Purchased:

  	
   

  	
  18.396

  	
   

  
	
  Purchase Price per Preferred Share:

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Cash Purchase Price:

  	
   

  	
  $

  	
  20,000

  	
   

  



 


A-3

















 


Rick Mayberry


 


	
  Total Number of Class A Common Shares to be
  Purchased:

  	
   

  	
  25,128

  	
   

  
	
  Purchase Price per Class A Common Share:

  	
   

  	
  $

  	
  .31914894

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Preferred Shares to be
  Purchased:

  	
   

  	
  91.980

  	
   

  
	
  Purchase Price per Preferred Share:

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Cash Purchase Price:

  	
   

  	
  $

  	
  100,000

  	
   

  



 


Diana Mayer


 


	
  Total Number of Class A Common Shares to be
  Purchased:

  	
   

  	
  12,564

  	
   

  
	
  Purchase Price per Class A Common Share:

  	
   

  	
  $

  	
  .31914894

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Preferred Shares to be
  Purchased:

  	
   

  	
  45.990

  	
   

  
	
  Purchase Price per Preferred Share:

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Cash Purchase Price:

  	
   

  	
  $

  	
  50,000

  	
   

  



 


Harris Newman


 


	
  Total Number of Class A Common Shares to be
  Purchased:

  	
   

  	
  3,769

  	
   

  
	
  Purchase Price per Class A Common Share:

  	
   

  	
  $

  	
  .31914894

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Preferred Shares to be
  Purchased:

  	
   

  	
  13,797

  	
   

  
	
  Purchase Price per Preferred Share:

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Cash Purchase Price:

  	
   

  	
  $

  	
  15,000

  	
   

  



 


BG Partners LP


 


	
  Total Number of Class A Common Shares to be
  Purchased:

  	
   

  	
  37,692

  	
   

  
	
  Purchase Price per Class A Common Share:

  	
   

  	
  $

  	
  .31914894

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Preferred Shares to be
  Purchased:

  	
   

  	
  137.971

  	
   

  
	
  Purchase Price per Preferred Share:

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Cash Purchase Price:

  	
   

  	
  $

  	
  150,000

  	
   

  



 


A-4

















 


Silvestri Trust 2002


 


	
  Total Number of Class A Common Shares to be
  Purchased:

  	
   

  	
  62,820

  	
   

  
	
  Purchase Price per Class A Common Share:

  	
   

  	
  $

  	
  .31914894

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Preferred Shares to be
  Purchased:

  	
   

  	
  0

  	
   

  
	
  Purchase Price per Preferred Share:

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Cash Purchase Price:

  	
   

  	
  20,048.86

  	
   

  



 


Joseph M. Silvestri


 


	
  Total Number of Class A Common Shares to be
  Purchased:

  	
   

  	
  0

  	
   

  
	
  Purchase Price per Class A Common Share:

  	
   

  	
  $

  	
  .31914894

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Preferred Shares to be
  Purchased:

  	
   

  	
  229.951

  	
   

  
	
  Purchase Price per Preferred Share:

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Cash Purchase Price:

  	
   

  	
  $

  	
  229,951.14

  	
   

  



 


David F. Thomas


 


	
  Total Number of Class A Common Shares to be
  Purchased:

  	
   

  	
  125,640

  	
   

  
	
  Purchase Price per Class A Common Share:

  	
   

  	
  $

  	
  .31914894

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Preferred Shares to be
  Purchased:

  	
   

  	
  459.902

  	
   

  
	
  Purchase Price per Preferred Share:

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Cash Purchase Price:

  	
   

  	
  $

  	
  500,000

  	
   

  



 


63BR Partnership


 


	
  Total Number of Class A Common Shares to be
  Purchased:

  	
   

  	
  502,556

  	
   

  
	
  Purchase Price per Class A Common Share:

  	
   

  	
  $

  	
  .31914894

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Preferred Shares to be
  Purchased:

  	
   

  	
  1,839.612

  	
   

  
	
  Purchase Price per Preferred Share:

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Cash Purchase Price:

  	
   

  	
  $

  	
  2,000,000

  	
   

  



 


A-5

















 


ABG Investment Management LLC


 


	
  Total Number of Class A Common Shares to be
  Purchased:

  	
   

  	
  25,128

  	
   

  
	
  Purchase Price per Class A Common Share:

  	
   

  	
  $

  	
  .31914894

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Preferred Shares to be
  Purchased:

  	
   

  	
  91.980

  	
   

  
	
  Purchase Price per Preferred Share:

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Cash Purchase Price:

  	
   

  	
  $

  	
  100,000

  	
   

  



 


Marc Weill


 


	
  Total Number of Class A Common Shares to be
  Purchased:

  	
   

  	
  37,692

  	
   

  
	
  Purchase Price per Class A Common Share:

  	
   

  	
  $

  	
  .31914894

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Preferred Shares to be
  Purchased:

  	
   

  	
  137.971

  	
   

  
	
  Purchase Price per Preferred Share:

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Cash Purchase Price:

  	
   

  	
  $

  	
  150,000

  	
   

  



 


A-6