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STOCKHOLDER AGREEMENT
This STOCKHOLDER AGREEMENT, dated as of October 13, 2000 (the
"Agreement"), among United Technologies Corporation, a Delaware corporation
("Parent") Solar Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of Parent ("Purchaser"), and the persons and entities listed on
Schedule I hereto (each a "Stockholder" and, collectively, the "Stockholders").
R E C I T A L S:
WHEREAS, concurrently with the execution and delivery of this
Agreement, Parent, Purchaser and Specialty Equipment Companies, Inc., a Delaware
corporation (the "Company"), are entering into an Agreement and Plan of Merger
(as such agreement may hereafter be amended, restated or renewed from time to
time the "Merger Agreement"), which provides, among other things, for the
acquisition of the Company by Parent by means of a cash tender offer (the
"Offer") by Purchaser for all outstanding shares of Common Stock and for the
subsequent merger of Purchaser with and into the Company (the "Merger"), all on
the terms and subject to the conditions set forth in the Merger Agreement;
WHEREAS, as an inducement and a condition to entering into the Merger
Agreement, Parent and Purchaser have required that the Stockholders agree, and
each Stockholder has agreed, to enter into this Agreement; and
WHEREAS, the Board of Directors of the Company has approved this
Agreement and the transactions contemplated hereby prior to the date hereof;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein and the promises, representations,
warranties, covenants and agreements of Parent and Purchaser in the Merger
Agreement, the parties hereto agree as follows:
1. Definitions. For purposes of this Agreement:
(a) "beneficially owned" or "beneficial ownership" with
respect to any securities shall mean having "beneficial ownership" of such
securities (as determined pursuant to Rule 13d-3 under the Exchange Act of 1934,
as amended (the "Exchange Act")), including pursuant to any agreement,
arrangement or understanding, whether or not in writing.
(b) Terms used and not defined herein, but defined in the
Merger Agreement, shall have the respective meanings ascribed to them in the
Merger Agreement.
2. Tender of Shares; Agreement to Sell.
(a) In order to induce Parent and Purchaser to enter into the
Merger Agreement, each Stockholder hereby agrees to validly tender (or cause the
record owner of such shares to validly tender), and not to withdraw, pursuant to
and in accordance with the terms of the Offer, not later than the fifth business
day after commencement of the Offer, the number of shares of Common Stock set
forth opposite such Stockholder's name on Schedule I hereto, all of
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which are beneficially owned by such Stockholder (the "Existing Shares" and,
together with any shares of Common Stock acquired by such Stockholder in any
capacity after the date hereof and prior to the termination of this Agreement by
means of purchase, dividend, distribution, exercise of options, warrants or
other rights to acquire Common Stock or in any other way, the "Shares"). If a
Stockholder acquires beneficial ownership of Shares after the date hereof, such
Stockholder shall tender such Shares on such fifth business day or, if later, on
the second business day after such acquisition. Each Stockholder hereby
acknowledges and agrees that Parent's and Purchaser's obligation to accept for
payment, purchase and pay for the Shares in the Offer, including the Shares
beneficially owned by the Stockholders, is subject to the terms and conditions
of the Offer.
(b) As promptly as practicable following the expiration of the
Offer (but in no event later than 10:00 a.m., New York City time, on the first
trading day immediately after such expiration), each Stockholder hereby
severally and not jointly agrees to sell to Purchaser, and Purchaser agrees to
purchase, all Shares owned by such Stockholder not tendered pursuant to Section
1(a) at a price per Share equal to the Offer Price. The obligations of each
Stockholder and Purchaser in this Section 1(b) is conditioned upon Purchaser
purchasing shares of Common Stock pursuant to the Offer.
(c) Purchaser shall be entitled to deduct and withhold from
the consideration otherwise payable hereunder to a holder of Shares any stock
transfer taxes and such amounts as are required to be withheld under the
Internal Revenue Code of 1986, as amended (the "Code"), or any applicable
provision of state, local or foreign tax law, as specified in the Offer
Documents. To the extent that amounts are so withheld by Purchaser, such
withheld amounts shall be treated for all purposes of this Agreement as having
been paid to the holder of the Shares in respect of which such deduction and
withholding was made by Purchaser.
(d) Each Stockholder hereby permits Parent and Purchaser to
publish and disclose in the Offer Documents and, if approval of the Company's
stockholders is required under applicable law, the Proxy Statement (including
all documents and schedules filed with the SEC), such Stockholder's identity and
ownership of the Shares and the nature of such Stockholder's commitments,
arrangements and understandings under this Agreement; provided that such
Stockholder shall have a right to review and comment on such disclosure a
reasonable time before it is publicly disclosed.
3. Option. (a) In order to induce Parent and Purchaser to enter into
the Merger Agreement, each Stockholder hereby grants to Purchaser an irrevocable
option (each, an "Option") to purchase all (but not less than all) of the Shares
beneficially owned by such Stockholder (the "Option Shares") at a price per
Share equal to the Offer Price. Each Option granted by a Stockholder may be
exercised in whole at any time after (i) the occurrence of any event as a result
of which Parent is entitled to receive the fee referred to in Section 7.02(b) of
the Merger Agreement or (ii) such time as such Stockholder shall have breached
any of its agreements in Section 2(a), 5(a), 5(b) or 5(d).
(b) Each Option that becomes exercisable under Section 3(a) shall
remain exercisable until the later of (i) the date that is sixty (60) days after
the date such Option becomes exercisable and (ii) the date that is ten (10) days
after the later of the date that all waiting periods under the
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HSR Act required for the purchase of the Shares upon such exercise shall have
expired or been terminated and the date on which all approvals required under
Foreign Antitrust Laws have been obtained; provided that if at the expiration of
such period there shall be in effect any injunction or other order issued by any
Governmental Entity prohibiting the exercise of such Option, the exercise period
shall be extended until ten (10) days after the date that no such injunction or
order is in effect. In the event that Purchaser wishes to exercise an Option,
Purchaser shall send a written notice to the applicable Stockholder identifying
the place and date (not less than two (2) nor more than ten (10) business days
from the date of the notice) for the closing of such purchase (an "Option
Closing"). At each Option Closing Parent and Purchaser shall deliver in
immediately available funds the aggregate exercise price due for the Option
Shares to be purchased at such Option Closing, against delivery of such Option
Shares.
4. Representations and Warranties of Parent and Purchaser. Each of
Parent and Purchaser hereby represents and warrants to the Stockholders as
follows:
(a) Power; Authorization; Binding Agreement; Standing. Parent
and Purchaser each has the corporate power and authority to enter into and
perform all of its obligations under this Agreement; the execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby
have been duly and validly authorized by the Board of Directors of each of
Parent and Purchaser, and no other corporate proceedings on the part of Parent
or Purchaser are necessary to authorize this Agreement or to consummate the
transactions contemplated hereby; each of Parent and Purchaser are corporations
duly organized, validly existing and in good standing under the laws of the
jurisdiction of their incorporation; the execution, delivery and performance of
this Agreement by each of Parent and Purchaser will not violate any other
agreement to which either of them is a party; and this Agreement has been duly
and validly executed and delivered by each of Parent and Purchaser and
constitutes a valid and binding agreement of each of Parent and Purchaser,
enforceable against each of Parent and Purchaser in accordance with its terms,
except that such enforceability (i) may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting or relating to enforcement of
creditors' rights generally and (ii) is subject to general principles of equity.
(b) No Conflicts. Except for filings under the HSR Act and the
Exchange Act (i) no filing with, and no permit, authorization, consent or
approval of an Governmental Entity for the execution and delivery of this
Agreement by each of Parent and Purchaser, the consummation by each of Parent
and Purchaser of the transactions contemplated hereby and the compliance by each
of Parent and Purchaser with the provisions hereof and (ii) none of the
execution and delivery of this Agreement by each of Parent and Purchaser, the
consummation by each of Parent and Purchaser of the transactions contemplated
hereby or compliance by each of Parent and Purchaser with any of the provisions
hereof shall (A) conflict with or result in any breach of any organizational
documents applicable to each of Parent and Purchaser, (B) result in a violation
or breach of, or constitute (with or without notice or lapse of time or both) a
default (or give rise to any third party right of termination, cancellation,
modification or acceleration) under any of the terms, conditions or provisions
of any note, loan agreement, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which either Parent or Purchaser are a party or by
which either Parent or Purchaser or any of their respective properties or assets
may be bound, or (C)
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violate any order, writ, injunction, decree, judgment, order, statute, rule or
regulation applicable to either Parent or Purchaser or any of their properties
or assets.
(c) No Expansion of Liability. Neither the execution hereof
nor the performance of any obligations hereunder shall in any manner cause the
Stockholders to have any greater liability with respect to any representation or
warranty made by the Company in the Merger Agreement than such Stockholders
would otherwise have with respect thereto. The Stockholders shall not be deemed
to have made any representation or warranty, whether express or implied, other
than as expressly set forth in Section 6 hereof.
5. Additional Agreements.
(a) Except if the Merger Agreement has been terminated, each
Stockholder shall, at any meeting of the stockholders of the Company, however
called, or in connection with any written consent of the stockholders of the
Company, vote (or cause to be voted) all Shares then held of record or
beneficially owned by such Stockholder, (i) in favor of the Merger, the
execution and delivery by the Company of the Merger Agreement and the approval
of the terms thereof and each of the other actions contemplated by the Merger
Agreement and this Agreement and any actions required in furtherance thereof and
hereof and (ii) against any proposal relating to an Acquisition Proposal and
against any action or agreement that would impede, frustrate, prevent or nullify
this Agreement, or result in a breach in any respect of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement or which would result in any of the conditions set
forth in Annex I to the Merger Agreement or set forth in Article VI of the
Merger Agreement not being fulfilled.
(b) Each Stockholder hereby covenants and agrees that, except
as contemplated by this Agreement and the Merger Agreement, it shall not (i)
offer to transfer (which term shall include, without limitation, any sale,
tender, gift, pledge, assignment or other disposition), transfer or consent to
any transfer of, any or all of the Shares beneficially owned by such Stockholder
or any interest therein, (ii) enter into any contract, option or other agreement
or understanding with respect to any transfer of any or all of such Shares or
any interest therein, (iii) grant any proxy, power-of-attorney or other
authorization or consent in or with respect to such Shares, (iv) deposit such
Shares into a voting trust or enter into a voting agreement or arrangement with
respect to such Shares or (v) take any other action that would make any
representation or warranty of such Stockholder contained herein untrue or
incorrect or in any way restrict, limit or interfere with the performance of its
obligations hereunder or the transactions contemplated hereby or by the Merger
Agreement.
(c) Each Stockholder hereby irrevocably grants to, and
appoints, Purchaser and any designee of Purchaser, and each of them
individually, such Stockholder's proxy and attorney-in-fact (with full power of
substitution), for and in the name, place and stead of such Stockholder, to vote
the Shares beneficially owned by such Stockholder, or grant a consent or
approval in respect of such Shares, in the manner specified in Section 5(a).
Each Stockholder represents that any proxies heretofore given in respect of
Shares beneficially owned by such Stockholder are not irrevocable and that any
such proxies are hereby revoked. Each Stockholder hereby affirms that the
irrevocable proxy set forth in this Section 5(c) is given in connection with the
execution of the Merger Agreement and that such irrevocable proxy is given to
secure the
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performance of the duties of such Stockholder under this Agreement. Each
Stockholder hereby further affirms that the irrevocable proxy is coupled with an
interest and may under no circumstances be revoked. Each Stockholder hereby
ratifies and confirms all that such irrevocable proxy may lawfully do or cause
to be done by virtue hereof. Without limiting the generality of the foregoing,
such irrevocable proxy is executed and intended to be irrevocable in accordance
with the provisions of Section 212(e) of the DGCL.
(d) Each Stockholder hereby agrees that neither such
Stockholder nor any of its affiliates, representatives or agents shall (and, if
such Stockholder is a corporation, partnership, trust or other entity, such
Stockholder shall cause its officers, directors, partners, and employees,
representatives and agents, including its investment bankers, attorneys and
accountants, not to), directly or indirectly, encourage, solicit, initiate or
participate in any way in any discussions or negotiations with, or provide any
information to, or afford any access to the properties, books or records of the
Company or any of its Subsidiaries to, or otherwise take any other action to
assist or facilitate, any Person or group (other than Parent or Purchaser or any
affiliate or associate of Parent or Purchaser) concerning any Acquisition
Proposal. Each Stockholder will immediately cease any existing activities,
discussions or negotiations conducted heretofore with respect to any Acquisition
Proposal. Each Stockholder will immediately communicate to Purchaser the terms
of any Acquisition Proposal (or any discussion, negotiation or inquiry with
respect thereto) and the identity of the Person making such Proposal or inquiry
which it may receive.
(e) Subject to the terms and conditions of this Agreement,
each of the parties hereto agrees to use all reasonable efforts to take, or
cause to be taken, all actions, and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws to consummate and make
effective the transactions contemplated by this Agreement. Each party shall
promptly consult with the other and provide any necessary information and
material with respect to all filings made by such party with any Governmental
Entity in connection with this Agreement and the transactions contemplated
hereby.
(f) Each Stockholder hereby waives any rights of appraisal or
rights to dissent from the Merger that it may have.
6. Representations and Warranties of each Stockholder. Except as set
forth on Exhibit A hereto each Stockholder hereby represents and warrants,
severally and not jointly and only with respect to itself, to Purchaser as
follows:
(a) Such Stockholder is the record and beneficial owner of the
Existing Shares set forth opposite its name on Schedule I. Such Existing Shares
constitute all of the Shares owned of record or beneficially owned by such
Stockholder on the date hereof. Such Stockholder has sole voting power and sole
power to issue instructions with respect to the matters set forth in Sections 2,
3 and 5 hereof, sole power of disposition, sole power to demand and waive
appraisal rights and sole power to agree to all of the matters set forth in this
Agreement, in each case with respect to all of such Existing Shares with no
limitations, qualifications or restrictions on such rights, subject to
applicable securities laws and the terms of this Agreement.
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(b) Such Stockholder has the power and authority to enter into
and perform all of such Stockholder's obligations under this Agreement. This
Agreement has been duly and validly executed and delivered by such Stockholder
and constitutes a legal, valid and binding agreement of such Stockholder,
enforceable against such Stockholder in accordance with its terms, except that
such enforceability may be limited by bankruptcy, insolvency and similar laws
affecting creditors' rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in
equity). There is no beneficiary or holder of a voting trust certificate or
other interest of any trust of which such Stockholder is a trustee, or any party
to any other agreement or arrangement, whose consent is required for the
execution and delivery of this Agreement or the consummation by such Stockholder
of the transactions contemplated hereby.
(c) Except for filings under the HSR Act and the Exchange Act
(i) no filing with, and no permit, authorization, consent or approval of, any
Governmental Entity is necessary for the execution and delivery of this
Agreement by such Stockholder, the consummation by such Stockholder of the
transactions contemplated hereby and the compliance by such Stockholder with the
provisions hereof and (ii) none of the execution and delivery of this Agreement
by such Stockholder, the consummation by such Stockholder of the transactions
contemplated hereby or compliance by such Stockholder with any of the provisions
hereof, except in cases in which any conflict, breach, default or violation
described below would not interfere with the ability of such Stockholder to
perform such Stockholder's obligations hereunder, shall (A) conflict with or
result in any breach of any organizational documents applicable to such
Stockholder, (B) result in a violation or breach of, or constitute (with or
without notice or lapse of time or both) a default (or give rise to any third
party right of termination, cancellation, modification or acceleration) under,
any of the terms, conditions or provisions of any note, loan agreement, bond,
mortgage, indenture, license, contract, commitment, arrangement, understanding,
agreement or other instrument or obligation of any kind, including, without
limitation, any voting agreement, proxy arrangement, pledge agreement,
stockholders agreement or voting trust, to which such Stockholder is a party or
by which it or any of its properties or assets may be bound, or (C) violate any
order, writ, injunction, decree, judgment, order, statute, rule or regulation
applicable to such Stockholder or any of its properties or assets.
(d) Except as permitted by this Agreement, the Existing Shares
beneficially owned by such Stockholder and the certificates representing such
shares are now, and at all times during the term hereof will be, held by such
Stockholder, or by a nominee or custodian for the benefit of such Stockholder,
free and clear of all liens, proxies, voting trusts or agreements,
understandings or arrangements or any other rights whatsoever, except for any
such liens or proxies arising hereunder. The transfer by such Stockholder of the
Shares to Purchaser in the Offer or hereunder shall pass to and unconditionally
vest in Purchaser good and valid title to all Shares, free and clear of all
liens, proxies, voting trusts or agreements, understandings or arrangements or
any other rights whatsoever.
(e) No broker, investment banker, financial advisor or other
Person is entitled to any broker's, finder's, financial advisor's or other
similar fee or commission in connection with the transactions contemplated
hereby based upon arrangements made by or on behalf of such Stockholder.
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7. Stop Transfer. Each Stockholder shall request that the Company
not register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Shares beneficially owned by
such Stockholder, unless such transfer is made in compliance with this
Agreement.
8. Termination. This Agreement shall terminate with respect to any
Stockholder upon the earliest of (a) the Effective Time, (b) the first
anniversary of the date hereof and (c) the termination of the Merger Agreement
(unless, in the case of this clause (c), Parent is entitled to receive a fee
pursuant to Section 7.02(b) of the Merger Agreement in connection with such
termination or prior to such termination such Stockholder has breached Section
2(a), 5(a), 5(b) or 5(d)).
9. No Limitation. Nothing in this Agreement shall be construed to
prohibit Stockholder, or any officer or affiliate of a Stockholder who is or has
designated a member of the Board of Directors of the Company, from taking any
action solely in his or her capacity as a member of the Board of Directors of
the Company or from exercising his or her fiduciary duties as a member of such
Board of Directors to the extent specifically permitted, or not prohibited by
the Merger Agreement. Each Stockholder signs solely in his or her capacity as
the record and beneficial owner of, or the trustee of a trust whose
beneficiaries are the beneficial owners of, such Stockholder's Shares.
10. Miscellaneous.
(a) This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersede all other
prior agreements and understandings, both written and oral, between the parties
with respect to the subject matter hereof.
(b) This Agreement shall not be assigned by operation of law
or otherwise without the prior written consent of each Stockholder (in the case
of any assignment by Purchaser) or Parent and Purchaser (in the case of an
assignment by a Stockholder), provided that Parent or Purchaser may assign its
rights and obligations hereunder to Parent or any direct or indirect Subsidiary
of Parent, but no such assignment shall relieve Parent and Purchaser of their
obligations hereunder.
(c) Without limiting any other rights Parent and Purchaser may
have hereunder in respect of any transfer of Shares, each Stockholder agrees
that this Agreement and the obligations hereunder shall attach to the Shares
beneficially owned by such Stockholder and shall be binding upon any Person to
which legal or beneficial ownership of such Shares shall pass, whether by
operation of law or otherwise, including, without limitation, such Stockholder's
heirs, guardians, administrators or successors.
(d) This Agreement may not be amended, changed, supplemented
or otherwise modified with respect to a Stockholder except by an instrument in
writing signed on behalf of such Stockholder and Parent and Purchaser.
(e) All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if given) by hand delivery or by facsimile
transmission with confirmation of receipt, as follows:
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If to a Stockholder:
At the addresses and facsimile numbers set forth on Schedule
I hereto.
Copy to:
Woods Oviatt Gilman LP
Suite 700
Two State Street
Rochester, New York 14534
Attention: Gordon E. Forth, Esq.
Facsimile No.: (716) 454-3968
If to Parent or Purchaser:
United Technologies Corporation
United Technologies Building
One Financial Plaza
Hartford, Connecticut 06101
Attention: General Counsel
Facsimile: 860-728-7862
Copy to:
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
Attention: Christopher E. Austin, Esq.
Facsimile No.: (212) 225-3999
or to such other address or facsimile number as the person to whom notice is
given may have previously furnished to the others in writing in the manner set
forth above.
(f) Whenever possible, each provision or portion of any
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of 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 will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.
(g) All rights, powers and remedies provided under this
Agreement or otherwise available in respect hereof at law or in equity shall be
cumulative and not alternative, and the exercise of any thereof by any party
shall not preclude the simultaneous or later exercise of any other such right,
power or remedy by such party.
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(h) The failure of any party hereto to exercise any rights,
power or remedy provided under this Agreement or otherwise available in respect
hereof at law or in equity, or to insist upon compliance by any other party
hereto with its obligations hereunder, and any custom or practice of the parties
at variance with the terms hereof, shall not constitute a waiver by such party
of its right to exercise any such or other right, power or remedy or to demand
such compliance.
(i) This Agreement shall be binding upon and inure solely to
the benefit of each party hereto, and nothing in this Agreement, express or
implied, is intended to confer upon any other Person any rights or remedies of
any nature whatsoever under or by reason of this Agreement, provided that, in
the event of a Stockholder's death, the benefits to be received by the
Stockholder hereunder shall inure to his successors and heirs.
(j) This Agreement shall be governed and construed in accordance
with the laws of the State of Delaware, without giving effect to the principles
of conflicts of law thereof.
(k) The parties agree that irreparable damage would occur in
the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any Delaware state court or any
Federal court located in such State, this being in addition to any other remedy
to which they are entitled at law or in equity. In addition, each of the parties
hereto (i) consents to submit itself to the personal jurisdiction of any
Delaware state court or any Federal court located in such State in the event any
dispute arises out of this Agreement or any transaction contemplated by this
Agreement, (ii) agrees that it will not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court, (iii)
agrees that it will not bring any action relating to this Agreement or any
transaction contemplated by this Agreement in any court other than any such
court and (iv) waives any right to trial by jury with respect to any action
related to or arising out of this Agreement or any transaction contemplated by
this Agreement. The parties irrevocably and unconditionally waive any objection
to the laying of venue of any action, suit or proceeding arising out of this
Agreement or the transactions contemplated hereby in any such court, and hereby
further irrevocably and unconditionally waive and agree not to plead or claim in
any such court that any such action, suit or proceeding brought in any such
court has been brought in an inconvenient forum. Notwithstanding the foregoing,
Parent and Purchaser acknowledge and agree that such consent to jurisdiction is
solely for the purpose referred to in this paragraph (k) and shall not be deemed
to be a general submission to the jurisdiction of said courts in the State of
Delaware other than for such purposes.
(l) The descriptive headings used herein are inserted for
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this Agreement.
(m) This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but all of which, taken together, shall
constitute one and the same agreement. This Agreement shall not be effective as
to any party hereto until such time as this Agreement or a counterpart thereof
has been executed and delivered by each party hereto.
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(n) Except as otherwise provide herein, each party shall pay
its, his or her own expenses incurred in connection with this Agreement.
* * * Remainder of Page Intentionally Left Blank, Signature Pages Follow * * *
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IN WITNESS WHEREOF, Purchaser, Parent and the Stockholders have caused
this Agreement to be duly executed as of the day and year first above written.
SOLAR ACQUISITION CORP.
By: ______________________________
Name:
Title:
UNITED TECHNOLOGIES CORPORATION
By: ______________________________
Name:
Title:
* * * Stockholders' Signatures On Next Page * * *
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IN WITNESS WHEREOF, Purchaser, Parent and the Stockholders have caused
this Agreement to be duly executed as of the day and year first above written.
Malcolm I. Glazer Family Limited
Partnership
By: Malcolm I. Glazer G.P., Inc., its
general partner
By: _______________________________
Malcolm I. Glazer, President
KEVIN E. GLAZER
_______________________________
AVRAM A. GLAZER
_______________________________
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SCHEDULE I
<TABLE>
<CAPTION>
---------------------------------------- -------------------------------------- ----------------------------------------
Number of Shares of Common Stock
Stockholder Beneficially Owned Address
---------------------------------------- -------------------------------------- ----------------------------------------
<S> <C> <C>
Malcom I. Glazer Family Limited 7,736,569 1482 South Ocean Boulevard
Partnership Palm Beach, Florida 33480
Facsimile: (561) 835-1496
---------------------------------------- -------------------------------------- ----------------------------------------
Kevin E. Glazer 16,606 c/o First Allied Corp.
270 Commerce Dr.
Rochester, New York, 14623
Facsimile: (716) 359-4690
---------------------------------------- -------------------------------------- ----------------------------------------
Avram A. Glazer 15,000 100 Meridian Centre, Suite 350
Rochester, New York 14618
Facsimile: (716) 242-8677
---------------------------------------- -------------------------------------- ----------------------------------------
</TABLE>
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EXHIBIT A
The Shares owned by the Malcolm I. Glazer Family Limited Partnership
are pledged to Manufacturers and Traders Trust Company and Bank of America,
N.A., both of which have consented to this Agreement.
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