Purchase Agreement, dated the date hereof, among Citigroup Venture Capital
Equity Partners, L.P. and affiliates, the Company and the Investors (the "Stock
Purchase Agreement") and Section 3(c) of the Stockholders Agreement, dated
December 8, 1999, by and among the Company and the stockholders named therein
(the "Stockholders Agreement")
This Sale Notice is being delivered to you pursuant to Section 1.3 of the Stock
Purchase Agreement and Section 3(c) of the Shareholders Agreement.
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THE STOCK PURCHASE
AGREEMENT, EACH INVESTOR IS PROPOSING TO SELL ALL OF ITS SHARES OF COMMON STOCK
OF THE COMPANY (A TOTAL OF 243,907.37 SHARES) FOR A CASH PURCHASE PRICE OF U.S.
$400.00 PER SHARE.
CITIGROUP VENTURE CAPITAL EQUITY PARTNERS, L.P. AND ITS
AFFILIATES CVC EXECUTIVE FUND LLC AND CVC/SSB EMPLOYEE FUND, L.P. (COLLECTIVELY,
THE "BUYERS") ARE THE PROPOSED PURCHASERS.
THE BUYERS ARE AFFILIATES OF
CITICORP VENTURE CAPITAL.
THE PROPOSED PURCHASE AND SALE OF THE SHARES ARE
SUBJECT TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THE STOCK PURCHASE
AGREEMENT, WHICH IS ATTACHED AS EXHIBIT A.
(B)
IN ACCORDANCE WITH SECTION 3(C) OF THE STOCKHOLDERS AGREEMENT AND
SECTION 1.3 OF THE STOCK PURCHASE AGREEMENT, THE COMPANY MUST NOTIFY ALL OF THE
OTHER STOCKHOLDERS OF THE COMPANY OF THIS SALE NOTICE ON THE DATE HEREOF.
(C)
EACH OTHER STOCKHOLDER MAY ELECT TO PARTICIPATE IN THE PURCHASE
AND SALE CONTEMPLATED BY THE STOCK PURCHASE AGREEMENT, AT THE SAME PURCHASE
PRICE OF U.S. $400.00 PER SHARE AND ON THE TERMS AND CONDITIONS APPLICABLE TO
ALL "STOCKHOLDERS" UNDER THE STOCK PURCHASE AGREEMENT, BY DELIVERING A WRITTEN
ACCEPTANCE NOTICE TO THE INVESTORS WITHIN SEVEN DAYS OF THE DATE OF THIS SALE
NOTICE (THE "NOTICE DEADLINE").
THE ACCEPTANCE NOTICE MUST INDICATE THE MAXIMUM
NUMBER OF SHARES THAT STOCKHOLDER DESIRES TO SELL TO THE BUYER PURSUANT TO THE
TERMS
47
and conditions of the Stock Purchase Agreement and must be accompanied by an
executed Joinder to the Stock Purchase Agreement in the form attached as Exhibit
B hereto.
(D)
IT IS A CONDITION TO THE BUYERS' OBLIGATIONS TO PURCHASE SHARES
THAT THE STOCKHOLDERS IDENTIFIED ON SCHEDULE 8.8 TO THE STOCK PURCHASE AGREEMENT
EXECUTE A LETTER AGREEMENT IN THE FORM ATTACHED HERETO AS EXHIBIT C (A "LETTER
AGREEMENT").
EACH OF THOSE STOCKHOLDERS MUST INCLUDE A SIGNED LETTER AGREEMENT
WITH HIS ACCEPTANCE NOTICE.
(E)
ALL ACCEPTANCE NOTICES, TOGETHER WITH THE REQUIRED JOINDERS AND
(FOR THOSE STOCKHOLDERS IDENTIFIED ON SCHEDULE 8.8 OF THE STOCK PURCHASE
AGREEMENT) LETTER AGREEMENTS, MUST BE DULY EXECUTED AND DELIVERED BY THE OTHER
STOCKHOLDERS TO THE INVESTORS ON OR BEFORE THE NOTICE DEADLINE.
ORIGINAL
EXECUTION COPIES OF THE FOREGOING DOCUMENTS WILL BE ACCEPTED FOR DELIVERY BY THE
INVESTORS AT THE FOLLOWING ADDRESS:
Dechert LLP
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103-2793
Attention: Craig L. Godshall, Esq.
Phone No.: 215.994.2491
Fax No.: 215.994.2222
(F)
IF ANYONE HAS ANY QUESTIONS REGARDING THIS SALE NOTICE, THEY
SHOULD CONTACT CRAIG GODSHALL OF DECHERT LLP AT (215) 994-2491.
CVC European Equity Partners, L.P.
By:
Name: