Unassociated Document

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A3ld5WErpblH1DxxvsjINrRqY0NJOJQTcwovfLx3Cew+y8EQsbEMwZhpA51uQQhk qHviV1PRVNRv3WaHWBcndw== 0001144204-09-064952.txt : 20091216 0001144204-09-064952.hdr.sgml : 20091216 20091216170818 ACCESSION NUMBER: 0001144204-09-064952 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091216 DATE AS OF CHANGE: 20091216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WOLVERINE TUBE INC CENTRAL INDEX KEY: 0000821407 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 630970812 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43063 FILM NUMBER: 091245269 BUSINESS ADDRESS: STREET 1: 200 CLINTON AVENUE WEST STREET 2: SUITE 1000 CITY: HUNTSVILLE STATE: AL ZIP: 35801 BUSINESS PHONE: 2568900460 MAIL ADDRESS: STREET 1: 200 CLINTON AVENUE WEST STREET 2: SUITE 1000 CITY: HUNTSVILLE STATE: AL ZIP: 35801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALPINE GROUP INC /DE/ CENTRAL INDEX KEY: 0000004164 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 221620387 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE MEADOWLANDS PLAZA STREET 2: SUITE 801 CITY: EAST RUTHERFORD STATE: NJ ZIP: 07073 BUSINESS PHONE: 201-549-4400 MAIL ADDRESS: STREET 1: ONE MEADOWLANDS PLAZA STREET 2: SUITE 801 CITY: EAST RUTHERFORD STATE: NJ ZIP: 07073 FORMER COMPANY: FORMER CONFORMED NAME: ALPINE GEOPHYSICAL CORP DATE OF NAME CHANGE: 19841202 FORMER COMPANY: FORMER CONFORMED NAME: ALPINE GEOPHYSICAL ASSOCIATES INC DATE OF NAME CHANGE: 19810120 SC 13D/A 1 v169072_sc13da.htm Unassociated Document

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION	OMB APPROVAL
	UNITED STATES SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145 Expires: December 31, 2009 Estimated average burden hours per response 14.5
	Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

WOLVERINE TUBE, INC.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

978093 10 2

(CUSIP Number)

Stewart H. Wahrsager, Esq.

The Alpine Group, Inc.

One Meadowlands Plaza

Suite 801

East Rutherford, New Jersey 07073

(201) 549-4400

(201) 549-4428 – Facsimile

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

December 14, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 249.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP NO. 978093 10 2

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

The Alpine Group, Inc.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

SEC Use only

Source of funds (See Instructions)

Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Citizenship or Place of Organization

Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

Shared Voting Power

63,618,101 (See Item 5)

Sole Dispositive Power

7,524,055 (See Item 5)

10.

Shared Dispositive Power

Aggregate Amount Beneficially Owned by Each Reporting Person

63,618,101 (See Item 5)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount in Row (11)

62.3% (See Item 5)

14.

Type of Reporting Person (See Instructions)

Item 1.

Security and Issuer

This Amendment No. 6 (this “Amendment No. 6”) amends and supplements the Schedule 13D filed by The Alpine Group, Inc. (“Alpine”) on February 26, 2007 (the “Original Schedule 13D”), as previously amended by Amendment No. 1 to the Original Schedule 13D, filed on March 25, 2008, Amendment No. 2 to the Original Schedule 13D, filed on July 23, 2008, Amendment No. 3 to the Original Schedule 13D, filed on September 9, 2008, Amendment No. 4 to the Original Schedule 13D, filed on May 1, 2009 and Amendment No. 5 to the Original Schedule 13D, filed on October 16, 2009 (as amended, the “Schedule 13D”). Certain capitalized terms used but not defined in this Amendment No. 6 have the meanings given to them in the Schedule 13D.

The Schedule 13D is hereby amended and supplemented as follows:

Item 4.

Purpose of Transaction

The following shall replace the penultimate paragraph of Item 4 of the Schedule 13D

On October 14, 2009, pursuant to Section 2.3 of the Stockholders Agreement described in Item 6 below, Alpine irrevocably offered to sell to Plainfield and Alkest up to 927,000 shares of Common Stock at a price of $.05 per share, all cash. Pursuant to the Stockholders Agreement, the offerees could accept such offer within five (5) days, failing which Alpine would be free for a period of thirty (30) days thereafter to sell the offered Common Stock at a price and upon other terms and conditions no more favorable than those offered to Plainfield and Alkest. Plainfield and Alkest declined to accept such offer, and Alpine sold 406,230 shares of Common Stock through a broker-assisted transaction on the open market for an average price of $.05 per share in connection with its 2009 tax planning.

On December 14, 2009 and in connection with its 2009 tax planning, Alpine sold 14,000 shares of Series A Preferred Stock and 6,000 shares of Series B Preferred Stock in a series of private placements with certain “accredited investors”, as such term is defined pursuant to Rule 501 of Regulation D of the Securities Exchange Act of 1934, as amended (the “Private Placement Purchasers”), pursuant to the Purchase and Sale Agreements described in Item 6 below.

Item 5.

Interest in Securities of the Issuer

The following shall replace (a) and (b) of Item 5 of the Schedule 13D:

(a) Aggregate Number and Percentage of Class Beneficially Owned: 63,618,101; 62.3% (See Item 5(c) below).

(b) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: 0 (See Item 5(c) below).

(ii) Shared power to vote or to direct the vote: 63,618,101 (See Item 5(c) below).

(iii) Sole power to dispose or to direct the disposition of: 7,524,055 (See Item 5(c) below).

(iv) Shared power to dispose or to direct the disposition of: 0 (See Item 5(c) below).

The second paragraph of Item 5(c) shall be deleted in its entirety.

The last sentence of the fifth paragraph of Item 5(c) shall be deleted in its entirety.

The seventh paragraph of Item 5(c) shall be deleted in its entirety.

The final paragraph of Item 5(c) of the Schedule 13D shall be deleted and replaced with the following::

On October 14, 2009, Alpine sold 406,230 shares of Common Stock through a broker-assisted transaction as discussed in Item 4 above.

On December 14, 2009, Alpine sold 14,000 shares of Series A Preferred Stock and 6,000 shares of Series B Preferred Stock in a series of private placements to the Private Placement Purchasers pursuant to the Purchase and Sale Agreements described in Item 6 below.

The Series A Preferred Stock is convertible into Common Stock in an amount equal to $1,000 divided by the conversion price of $1.10 per share of Common Stock. Accordingly, Alpine’s 494 shares of Series A Preferred Stock can be converted into 449,091 shares of Common Stock, Plainfield’s 38,000 shares of Series A Preferred Stock can be converted into 34,545,455 shares of Common Stock. the 2,000 Alkest Shares can be converted into 1,818,182 shares of Common Stock, and the 14,000 shares of Series A Preferred Stock collectively held by the Private Placement Purchasers are convertible into 12,727,273 shares of Common Stock.

The Series B Preferred Stock is convertible into Common Stock in an amount equal to $1,000 divided by the conversion price of $1.10 per share of Common Stock. Accordingly, Alpine’s 4,000 shares of Series B Preferred Stock can be converted into 3,636,364 shares of Common Stock. The 6,000 shares of Series B Preferred Stock collectively held by the Private Placement Purchasers are convertible into 5,454,546 shares of Common Stock.

Pursuant to a voting agreement among the Company and the Purchasers entered into at the Closing and amended at the time of the Series B Closing (the “Voting Agreement”) and pursuant to the terms of the Series A Preferred Stock, for so long as any of the Company's 10-1/2% Senior Notes due 2009 were outstanding, neither Alpine or Plainfield (together with any other person with whom that Purchaser would be considered a “person” (as that term is used in Sections 13(d) and 14(d) of the Exchange Act) with respect to the Series A Preferred Stock, the Series B Preferred Stock or the Common Stock, which may include Alkest) were permitted to vote Common Stock (however acquired), Series A Preferred Stock and Series B Preferred Stock in excess of 49% of the total voting power of all voting securities of the Company. However, as of the consummation of the exchange offer, the 49% limitation in the Voting Agreement is no longer applicable. Accordingly, given Plainfield’s holdings of 38,000 shares of Series A Preferred Stock and 1,548,589 shares of Common Stock, Alkest’s holdings of 2,000 shares of Series A Preferred Stock and the Private Placement Purchasers’ collective holdings of 14,000 shares of Series A Preferred Stock and 6,000 shares of Series B Preferred Stock, the aggregate voting power of all shares of Series A Preferred Stock, Series B Preferred Stock, Common Stock and Alpine Stock Options currently beneficially owned by Alpine, Plainfield, Alkest and the Private Placement Purchasers is 63,618,101.

By virtue of the relationship between Alpine, Plainfield, Alkest and the Private Placement Purchasers in purchasing their respective shares of Series A Preferred Stock and their agreements regarding the voting of Series A Preferred Stock contained in the Stockholders Agreement described in Item 6 below, Alpine, Plainfield, Alkest and the Private Placement Purchasers may be deemed to constitute a "group" within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). As a member of a group, each of Alpine, Plainfield, Alkest and the Private Placement Purchasers would be deemed to beneficially own the Common Stock beneficially owned by the members of the group as a whole. Although Alpine is reporting the Common Stock beneficially owned by Plainfield, Alkest and the Private Placement Purchasers as if they were members of a "group," the filing of this Schedule 13D shall not be construed as an admission by Alpine that Alpine is a beneficial owner of any securities other than those directly held by Alpine.

The response to Item 6 below is incorporated by reference herein.

Item 6

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The paragraph immediately following the heading entitled “Stockholders Agreement” shall be deleted and replaced with the following:

Plainfield and Alpine entered into a Stockholders Agreement, dated as of February 16, 2006, (the “Stockholders Agreement”). Pursuant to the Stockholders Agreement, neither Plainfield nor Alpine shall transfer any voting securities of the Company without first offering such voting securities of the Company to the other. Also pursuant to the Stockholders Agreement, Plainfield and Alpine each agree that, so long as the other holds 10% of the outstanding capital stock of the Company, it will vote all its eligible shares in favor of the two board designees of such other party. On February 26, 2007, Alkest became a party to the Stockholders Agreement. On December 14, 2009, each Private Placement Purchaser that purchased Series A Preferred Stock and Series B Preferred Stock from Alpine became bound by the Stockholders Agreement pursuant to the Purchase and Sale Agreements described below in this Item 6. The private placements were permitted transfers under the Stockholders Agreement. Pursuant to the Stockholders Agreement, Alkest and Private Placement Purchasers must vote all of their eligible shares in favor of the two board designees of each of Alpine and Plainfield. The Stockholders Agreement also requires that for any matter submitted to Plainfield or Alpine as a holder of Series A Preferred Stock, each shall consult with the other and cooperate in order to attempt to reach agreement on the manner in which votes should be cast or consent be given.

Purchase and Sale Agreements

On December 14, 2009, Alpine sold 14,000 shares of Series A Preferred Stock and 6,000 shares of Series B Preferred Stock to the Private Placement Purchasers in a series of private placements for a purchase price of $18.18 in cash per share. The Private Placement Purchasers are shareholders of Alpine, including certain of its officers and directors.The sales were made pursuant to individual Purchase and Sale Agreements between Alpine and each Private Placement Purchaser substantially in the form filed as Exhibit 11 hereto. Under the Purchase and Sale Agreements, Alpine is entitled to receive an additional contingent payment in the event (i) any shares of Series A Preferred Stock or Series B Preferred Stock sold in the private placement are sold, redeemed or exchanged or any dividend or distribution is made in respect of such shares prior to June 30, 2012, and (ii) the value of the consideration received by a purchaser on account of such events exceeds $72.72 per share. The amount of the contingent payment, if any, made to Alpine shall be determined by the amount in which the value of the consideration received by the selling Private Placement Purchaser exceeds $72.72 per share; provided, however, that Alpine shall not be entitled to a contingent payment in excess of $145.44 per share. Alpine shall receive any contingent payment in the form and type of consideration received by the selling Private Placement Purchaser.

Each Private Placement Purchaser agreed to be bound by the Stockholders Agreement described above in this Item 6.

Item 7.

Material to be Filed as Exhibits

Exhibit 11

Form of Purchase and Sale Agreement, dated December 14, 2009, between the Alpine Group Inc. and the Private Placement Purchaser signatory thereto*

* The exhibits to the Form of Purchase and Sale Agreement have been omitted and Alpine agrees to furnish to the SEC a copy thereof upon request.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that that information set forth in this statement is true, complete and correct.

December 15, 2009

Date

/s/ Stewart H. Wahrsager

Signature

Senior Vice President, General Counsel & Corporate Secretary

Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power or attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

EX-11 2 v169072_ex11.htm

PURCHASE AND SALE AGREEMENT

The Alpine Group, Inc.

One Meadowlands Plaza, Suite 801

East Rutherford, New Jersey 07073

Gentlemen:

1. Description of Securities.

(a) The Alpine Group, Inc. (“Seller”) is the owner of (i) 14,000 shares of Wolverine Tube, Inc. (“Wolverine”) Series A Convertible Preferred Stock (par value, $1.00 per share, CUSIP No. 978093 409; the “Series A Preferred”) with stated liquidation value of $1,000 per share and convertible into 909 shares of Wolverine common stock per share of Series A Preferred, and (ii) 6,000 shares of Wolverine Series B Convertible Preferred Stock (par value $1.00 per share, CUSIP No. 978093 300; the “Series B Preferred”) with stated liquidation value of $1,000 per share and convertible into 909 shares of Wolverine common stock per share of Series B Preferred. Alpine is selling the foregoing Preferred to “accredited investors”.

(b) Exhibit A hereto lists all of the currently outstanding Series A Preferred and Series B Preferred (at times referred to collectively as the “Preferred Stock”). Following the sale, Seller will continue to own 494 shares of Series A Preferred and 4,000 shares of Series B Preferred. Exhibit B and Exhibit C hereto reference the full texts of the respective Certificates of Designations of the Preferred Stock as incorporated among the public filings of Wolverine with the Securities and Exchange Commission (“SEC”).

The Preferred Stock are unregistered and vote on an as converted basis together with the Wolverine common stock. Except as to dividend rate (discussed below), the rights and privileges of holders of the Preferred Stock are equal and pari passu, including without limitation, rights to receive dividends and proceeds upon redemption or liquidation. The initial dividend provided for under the Preferred Stock was 8% for the Series A Preferred and 8½% for the Series B Preferred, respectively. As a result of Wolverine’s election to defer rather than current pay cash dividends and its failure to register the Preferred Stock and underlying Wolverine common stock, the dividend under the Series A Preferred is currently accruing at 12% and the Series B Preferred is currently accruing at 12½%. As of the date hereof, $198.35 in deferred and unpaid dividends were accrued in respect of each share of Series A Preferred, and $196.36 in deferred and unpaid dividends were accrued in respect of each share of Series B Preferred.

2. Sale and Purchase. Subject to the terms and conditions of this Sale and Purchase Agreement (the “Agreement”) and in reliance on the representations, warranties and agreements herein set forth, Seller hereby sells to ______________________ (“Purchaser”), and Purchaser hereby purchases from Seller the number of shares of Series A Preferred and/or Series B Preferred set forth on Exhibit D hereto, for the “Purchase Price” per share described in paragraph 3. The sale and purchase of each share of Preferred Stock includes all dividends unpaid and accrued in respect thereof as of the date hereof.

3. Purchase Price. The Purchase Price for each share of Preferred Stock is (a) $18.18 in cash plus (b) an additional contingent payment of up to $145.44 per share of Preferred Stock payable only if there shall occur any of the events described below. In the event (i) any share(s) of the Preferred Stock are sold, redeemed or exchanged or any dividend or distribution shall be made in respect thereof prior to June 30, 2012, and (ii) the “Value” of the consideration received by Purchaser on account of such event(s) exceeds $72.72 per share, then Seller will be entitled to receive, and Purchaser shall pay to Seller, such Value in excess of $72.72 per share up to a maximum of an additional $145.44 per share. To the extent that Value includes consideration other than cash, such Value shall be paid in the form received (as described in paragraph 4 below) and shall be determined as at the time of sale or exchange by an independent third party experienced in valuations of securities and similar instruments. Such independent third party shall be designated by Seller. Exhibit E lists examples of how the additional contingent purchase price formula may operate.

4. Payment.

(a) Concurrently with the execution hereof, Purchaser has paid by check or has wire transferred the full amount of the initial Purchase Price shown on Exhibit D hereto for all shares of Preferred Stock purchased hereunder. Any additional contingent Purchase Price payable in accordance with paragraph 3 shall be paid or transferred by Purchaser to Seller in the form of the consideration in which it is received reasonably promptly following receipt thereof in the case of cash, and reasonably promptly following valuation thereof, in the case of securities or other instruments. In the event Value has been received in the form of securities or other instruments, Purchaser shall not be obligated to transfer the same to Seller unless and until such transfer is permissible under any applicable restrictions and securities law and regulation. All such securities or instruments shall be transferred to Seller by assignment free and clear of all liens and security interests suffered and created by such Purchaser.

(b) Seller shall promptly mail to Purchaser, at Purchaser’s address set forth on the Signature Page to the Agreement via nationally recognized overnight courier: (i) certificate(s) in Purchaser’s name for the Preferred Stock purchased pursuant to the Agreement, or (ii) certificate(s) in Seller’s name for such purchased Preferred Stock with Assignment thereof duly executed by Seller in favor of Purchaser.

5. Purchaser Representations: Purchaser hereby represents, warrants and confirms to Seller that:

(a) Purchaser has received and read all documents required by Purchaser to make an informed decision with regard to the purchase of the Preferred Stock. Additionally, Purchaser confirms that he has been directed to Wolverine’s website (www.wlv.com) which contains information concerning Wolverine’s current and periodic filings with the SEC and has had the opportunity to review the same. Purchaser has had sufficient experience in business and investment matters to evaluate the merits and risks involved in the investment made hereby.

(b) Purchaser understands that the Preferred Stock and underlying common stock into which it may be converted has not been registered under the Securities Act of 1933, as amended (the “Act”) or under state securities laws and is being sold in a private sale in reliance upon exemptions from the registration and/or prospectus delivery requirements of the Act and in reliance upon certain exemptions from the registration requirements of applicable state securities laws; and Purchaser further understands that Wolverine has no present intention of registering the same, and, therefore, Purchaser must be prepared to bear the economic risk of such investment indefinitely. Purchaser further understands that the exemptions from registration relied upon by Seller depend upon, among other things, the bona fide nature of Purchaser’s investment intent expressed above and Purchaser’s other representations herein.

(c) Purchaser understands that there is no assurance (i) that any event will occur that will create Value for the holders of the Preferred Stock or the common stock into which it may be converted; or (ii) that there ever will be any Value for such holders.

(d) Purchaser is acquiring the Preferred Stock for its account and not with a view to any sale or distribution thereof within the meaning of the Act, and the rules and regulations of the SEC thereunder as amended from time to time (the “Regulations”), except to the extent permitted by the Act and the Regulations. Purchaser will make no sale, offer to sell or transfer of any Shares in violation of the Act, the Regulations or any other federal or state securities law, or in violation of the terms of this Agreement.

(e) Purchaser is acting on its own behalf and has full power and authority to enter into and to perform this Agreement in accordance with its terms.

(f) Purchaser is an “accredited investor” as such term is defined in Rule 501 of Regulation D under the Act.

(g) Purchaser agrees that the following legend or a substantially similar legend may be placed on the certificate of certificates representing the Preferred Stock:

THE SECURITIES AND THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS’ AGREEMENT DATED AS OF FEBRUARY 16, 2007 ( AS AMENDED FROM TIME TO TIME), AMONG CERTAIN OF THE COMPANYS’ STOCKHOLDERS, THE TERMS OF WHICH INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFERS AND AGREEMENTS RELATED TO VOTING.

(h) Purchaser understands that Seller is a “Stockholder” signatory to a certain Stockholders’ Agreement dated February16, 2007, currently in effect among all of the owners of the Preferred Stock (as amended from time to time, the “Stockholders’ Agreement”). The terms of the Stockholders’ Agreement include, among other things, restrictions on transfer and agreements related to voting. Any Purchaser who is a shareholder of Seller hereby confirms that he shall be bound by the provisions of the Stockholders’ Agreement in the same manner as if such Purchaser were an original signatory to such Stockholders’ Agreement. If requested by Seller, Purchaser shall promptly execute and deliver a joinder agreement confirming the foregoing. A complete copy of the Stockholders’ Agreement is available at http://www.sec.gov/Archives/edgar/data/4164/000114420407010064/v066991_exh7.htm.

6. Seller’s Representations. Seller has all requisite power and authority to execute, deliver and perform this Agreement.

7. Successors and Assigns. This Agreement shall be binding upon the respective successors and assigns of Purchaser and Seller.

8. Survival. All the agreements, representations and warranties made by Purchaser in this Agreement shall survive the execution and delivery of this Agreement and of the delivery of the Preferred Stock.

9. Complete Agreement. This Agreement constitutes the complete agreement and understanding between the parties.

10. Counterparts. This Agreement may be executed in separate facsimile counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.

11. Notices. All notices or other communications to be given or made hereunder shall be in writing and shall be delivered personally or mailed, postage prepaid, to Purchaser at its address set forth on the signature pages hereto and if to Seller at the address set forth on the signature pages hereto.

12. Interpretation. All nouns and pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons may require.

13. Governing Law. The Agreement shall be governed and construed in accordance with the laws of the State of New York as applied to residents of that state executing contracts wholly to be performed in that state.

IN WITNESS WHEREOF, Purchaser has executed this Sale and Purchase Agreement this __day of _________, 2009.

PURCHASER
		_ _ _ - _ _ - _ _ _ _
Signature		Social Security Number

Print:__________________________________
Address for Notice _________________________________ _________________________________ _________________________________

SELLER

By: ____________________________ Name: Title:

Address for Notice _________________________________ _________________________________ _________________________________

-----END PRIVACY-ENHANCED MESSAGE-----