EXHIBIT 2.33
CONFORMED COPY
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STOCK REPURCHASE AGREEMENT
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STOCK REPURCHASE AGREEMENT dated as of April 2, 1997 among BLACKSTONE
CAPITAL PARTNERS II MERCHANT BANKING FUND L.P., a limited partnership organized
under the laws of the State of Delaware ("BCP"), BLACKSTONE OFFSHORE CAPITAL
PARTNERS II L.P., a limited partnership organized under the laws of the Cayman
Islands ("BOCP"), BLACKSTONE FAMILY INVESTMENT PARTNERSHIP II L.P., a limited
partnership organized under the laws of the State of Delaware ("BFIP"), UCAR
INTERNATIONAL INC., a corporation organized under the laws of the State of
Delaware (the "Company") and, as to Sections 6(a) and 7-13 of this Agreement
only, CHASE EQUITY ASSOCIATES, L.P., a limited partnership organized under the
laws of the State of California ("Chase Equity Associates"). BCP, BOCP and BFIP
are each sometimes referred to herein as a "Blackstone Party" and are
collectively referred to herein as the "Blackstone Parties."
W I T N E S S E T H :
WHEREAS, it is expected that certain shares of common stock of the
Company, par value $.01 per share (the "Common Stock"), will be sold by the
Blackstone Parties in a public offering (the "Offering") pursuant to an
Underwriting Agreement (the "Underwriting Agreement") dated the date hereof
among the Company, the Blackstone Parties, Credit Suisse First Boston
Corporation and the other U.S. Underwriters named therein and a Subscription
Agreement (the "Subscription Agreement") dated the date hereof among the
Company, the Blackstone Parties, Credit Suisse First Boston (Europe) Limited and
the other Managers named therein, which shares are being registered for sale to
the public under the Securities Act of 1933, as amended (the "Act"), pursuant to
a Registration Statement on Form S-3 (file no. 333-23073); and
WHEREAS, the Board of Directors of the Company has authorized a program
to repurchase up to $100 million of Common Stock (the "Stock Repurchase
Program"); and
WHEREAS, each Blackstone Party desires to sell to the Company, and the
Company desires to repurchase from each Blackstone Party, certain shares of
Common Stock currently owned by such Blackstone Party as set forth on Schedule I
(referred to below) ("Repurchase Shares") on the terms and conditions set forth
herein; and
WHEREAS, the Company intends to effect such repurchase of Repurchase
Shares from each Blackstone Party upon consummation of the Offering pursuant to
the Stock Repurchase Program.
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NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained herein, the parties, intending to be legally
bound, agree as follows:
1. SALE AND REPURCHASE. Upon the terms and subject to the conditions
set forth herein, at the Closing (as defined in Section 2 hereof), each
Blackstone Party shall sell, assign and deliver to the Company, and the Company
shall repurchase from each Blackstone Party, all right, title and interest in
and to the number of Repurchase Shares set forth opposite the name of such
Blackstone Party on Schedule I. In consideration for the sale, assignment and
delivery of such Repurchase Shares, at the Closing, the Company shall pay to
each Blackstone Party $36.575 per Share.
2. CLOSING. The closing of the sale and repurchase of the Repurchase
Shares hereunder (the "Closing") will occur at the offices of Cravath, Swaine &
Moore in New York City on the First Closing Date (as defined in the Underwriting
Agreement and the Subscription Agreement) upon the closing (the "First Closing")
of the sale of U.S. Firm Securities (as defined in the Underwriting Agreement
and the Subscription Agreement) on such First Closing Date.
At the Closing:
(a) the Company will deliver by wire transfer in immediately
available funds to a bank account designated by each Blackstone Party by notice
to the Company not later than two business days prior to the Closing the
aggregate repurchase price payable to such Blackstone Party in accordance with
the price per share set forth in Paragraph 1 hereof for each Repurchase Share
repurchased by the Company from each Blackstone Party as set forth on Schedule
I;
(b) each Blackstone Party will deliver to the transfer agent for the
Common Stock (as agent for the Company) a certificate or certificates
representing the Repurchase Shares to be sold by such Blackstone Party,
registered in the name of such Blackstone Party duly endorsed for transfer, as
set forth on Schedule I attached to, and in accordance with, the Letter of
Instruction from the Company to the transfer agent attached as Exhibit A hereto;
and
(c) each Blackstone Party will furnish to the Company a certificate,
dated the date of the Closing, signed by such Blackstone Party or an authorized
signatory thereof, in substantially the form attached as Exhibit B hereto.
3. REPRESENTATIONS AND WARRANTIES OF THE BLACKSTONE PARTIES. Each
Blackstone Party represents and warrants to the Company as of the date hereof
and the Closing as follows:
(a) Such Blackstone Party has valid and unencumbered title to the
Repurchase Shares to be delivered by or on behalf of such Blackstone Party at
the Closing, and full right, power and authority to enter into this Agreement
and to sell, assign, transfer and deliver the Repurchase Shares to be delivered
by or on behalf of such Blackstone Party at the Closing; and upon delivery of
and payment for the Repurchase Shares to be delivered by or on behalf of such
Blackstone Party at the Closing, assuming the Company acquires such Repurchase
Shares in good faith and without notice of any adverse claim within the meaning
of the Uniform
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Commercial Code currently in effect in the State of New York, the Company will
acquire valid and unencumbered title to the Repurchase Shares to be delivered by
or on behalf of such Blackstone Party at the Closing.
(b) Such Blackstone Party has been duly organized as a limited
partnership and is in good standing under the laws of the jurisdiction in which
it was organized. Such jurisdictions are the State of Delaware, in the case of
the BCP and BFIP, and the Cayman Islands, in the case of BOCP.
(c) This Agreement has been duly authorized and validly executed and
delivered by such Blackstone Party and, assuming due execution and delivery by
the other parties, constitutes a valid and legally binding agreement of such
Blackstone Party, enforceable against such Blackstone Party in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer and similar laws affecting creditors' rights and
remedies generally and to general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity).
(d) No consent, approval, authorization, or order of, or filing
with, any governmental agency or body or any court or arbitrator or by any court
or arbitrator is required to be obtained by such Blackstone Party for the
consummation of the transactions contemplated by this Agreement in connection
with the sale by such Blackstone Party of the Repurchase Shares set forth
opposite such Blackstone Party's name on Schedule I, except such as have no
material adverse effect on the consummation of the transactions contemplated by
this Agreement.
(e) The sale of the Repurchase Shares set forth opposite such
Blackstone Party's name on Schedule A, the execution, delivery and performance
of this Agreement, the consummation of the transactions contemplated herein and
the fulfillment of the terms hereof, will not result in a breach or violation of
any of the terms and provisions of, or constitute a default under, any material
agreement or instrument to which such Blackstone Party is a party or by which
such Blackstone Party is bound or to which any of the properties of such
Blackstone Party is subject, or the agreement of limited partnership or articles
of partnership of such Blackstone Party, except in each case where such breach,
violation or default has no material adverse effect on the consummation of the
transactions contemplated by this Agreement, and such Blackstone Party has full
partnership power and authority to sell the Repurchase Shares to be sold by it
as contemplated by this Agreement.
(f) The sale of the Repurchase Shares set forth opposite such
Blackstone Party's name on Schedule I, the execution, delivery and performance
of this Agreement, the consummation of the transactions herein contemplated and
the fulfillment of the terms hereof, will not result in a breach or violation of
any of the terms and provisions of any statute or any rule, regulation or order
applicable to such Blackstone Party of any governmental agency or body or court,
domestic or foreign, having jurisdiction over such Blackstone Party or any of
its properties.
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4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to the Blackstone Parties as of the date hereof and the
Closing that:
(a) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of Delaware.
(b) This Agreement has been duly authorized and validly executed and
delivered by the Company and, assuming due execution and delivery by the other
parties, constitutes a valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer and similar laws affecting creditors' rights and remedies generally and
to general principles of equity (regardless of whether enforcement is sought in
a proceeding at law or in equity).
(c) The repurchase of the Repurchase Shares, the execution, delivery
and performance of this Agreement, the consummation of the transactions
contemplated herein and the fulfillment of the terms hereof will not result in a
breach or violation of any of the terms and provisions of, or constitute a
default under, any material agreement or instrument to which UCAR is a party or
by which UCAR is bound or to which any of the properties of UCAR is subject,
except where such breach, violation or default (individually or in the
aggregate) would not have a Material Adverse Effect (as defined in the
Underwriting Agreement). The Company has full corporate power and authority to
repurchase the Repurchase Shares as contemplated by this Agreement.
(d) No consent, approval, authorization, or order of, or filing
with, any governmental agency or body or any court or arbitrator or by any court
or arbitrator is required to be obtained by the Company for the consummation of
the transactions contemplated by this Agreement in connection with the
repurchase by the Company of the Repurchase Shares, except such as have no
material adverse effect on the consummation of the transactions contemplated by
this Agreement.
(e) The repurchase of the Repurchase Shares by the Company, the
execution, delivery and performance of this Agreement, the consummation of the
transactions herein contemplated and the fulfillment of the terms hereof will
not result in a breach or violation of any of the terms and provisions of any
statute or any rule, regulation or order applicable to the Company or any
governmental agency or body or court, domestic or foreign, having jurisdiction
over the Company or any of its properties.
5. CONDITIONS TO THE OBLIGATIONS OF THE BLACKSTONE PARTIES AND THE
COMPANY; TERMINATION. The obligations of each of the Blackstone Parties and the
Company to consummate the Closing are subject to the following conditions: (a)
no Repurchase Shares shall be sold and repurchased hereunder unless all of the
Repurchase Shares are concurrently sold and repurchased and (b) no Repurchase
Shares shall be sold and repurchased hereunder unless the First Closing shall
occur concurrently or shall have occurred on or prior to April 30, 1997. If
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the First Closing shall not have occurred on or prior to April 30, 1997, this
Agreement shall terminate and have no further force or effect without liability
hereunder on the part of any party (even if the First Closing does not occur due
to an action or omission of a party hereto under the Underwriting Agreement or
the Subscription Agreement).
6. TERMINATION OF CERTAIN PROVISIONS.
(a) Upon the earlier of (x) 90 days after the date of the Closing
and (y) the time when each of the Blackstone Parties shall have ceased to be an
"affiliate" of the Company within the meaning of Rule 144 under the Act, the
provisions of Sections 2.1, 2.3, 2.4, 2.5, 2.6, 3.1 and 4.2 of the Amended and
Restated Stockholders Agreement dated as of February 29, 1996 among BCP, BOCP,
BFIP, Chase Equity Associates and the Company, and any irrevocable proxy
executed by Chase Equity Associates in favor of BCP, shall terminate and have no
further force or effect.
(b) Upon the earlier of (x) 90 days after the date of the Closing
and (y) the time when each of the Blackstone Parties shall have ceased to be an
"affiliate" of the Company within the meaning of Rule 144 under the Act:
(i) the provisions of Sections 3.7 ("Drag-Along Rights"), 3.9
("Tagalong Rights") and 3.10 ("Voting Agreement") of each
of the Management Common Stock Subscription Agreements
(For Option Repurchase Shares) among the Company, each of
the executives of the Company whose names are set forth
on Schedule A hereto and (as to Sections 3.7, 3.8, 3.9
and 3.10 of such agreements only) BCP (collectively, the
"Option Repurchase Shares Agreements") shall terminate
and have no further force or effect;
(ii) the provisions of Sections 3.7 ("Drag-Along Rights"), 3.9
("Tagalong Rights") and 3.10 ("Voting Agreement") of each
of the Management Common Stock Subscription Agreements
(For Repurchased and Matched Shares) among the Company,
each of the members of management of the Company whose
names are set forth on Schedule B hereto and (as to
Sections 3.7, 3.8, 3.9 and 3.10 of such agreements only)
BCP (collectively, the "Repurchased and Matched Shares
Agreements") shall terminate and have no further force or
effect; and
(iii) any irrevocable proxy executed pursuant to Section 3.10
of any of the Option Shares Agreements or the Repurchased
and Matched Shares Agreements by any of the executives
whose names are set forth on Schedules A or B hereto
shall terminate and have no further force or effect.
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7. GOVERNING LAW; SUBMISSION TO JURISDICTION. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York, without regard to principles of conflicts of laws. The parties agree to
submit to the jurisdiction of federal and state courts located in the City,
County and State of New York in any action or proceeding arising out of or
relating to this Agreement.
8. CAPTIONS; HEADINGS. The captions and headings in this Agreement have
been inserted for convenience of reference only and shall not control or affect
the meaning or construction of any of the provisions hereof.
9. NOTICES. All notices, requests or other communications to any of the
parties hereunder shall be given in writing and shall be personally delivered or
sent by facsimile transmission:
if to any of the Blackstone Parties, to:
c/o Blackstone Management Associates II L.L.C.
345 Park Avenue
31st Floor
New York, New York 10154
Facsimile: 212-754-8704
Attention: Mr. Glenn H. Hutchins
if to the Company, to:
UCAR International Inc.
39 Old Ridgebury Road
Danbury, Connecticut 06817
Facsimile: 203-207-7785
Attention: General Counsel
if to Chase Equity Associates, to the address or facsimile
number as shown on the stock register of the Company.
10. SUCCESSORS AND ASSIGNS. Each term and condition of this Agreement
shall inure to the benefit of and be binding upon the parties and their
respective successors and assigns; PROVIDED, HOWEVER, that no party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the written consent of the other parties.
11. ENTIRE AGREEMENT; THIRD PARTY BENEFICIARIES. This Agreement
constitutes the entire agreement among the parties with respect to the subject
matter hereof. This Agreement supersedes all prior agreements and
understandings, both oral and written, among the parties with respect to the
subject matter hereof. No provision of this Agreement is intended to confer upon
any person other than the parties any rights or remedies.
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12. AMENDMENTS AND WAIVERS. Any provision of this Agreement may be
amended or waived if, but only if such amendment or waiver is set forth in a
written instrument and is signed, in the case of an amendment, by all of the
parties or, in the case of a waiver, by the party against whom the waiver is
sought to be effective.
13. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be an original instrument and all of which together shall
constitute the same instrument, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.
BLACKSTONE CAPITAL PARTNERS II
MERCHANT BANKING FUND L.P.
By: Blackstone Management
Associates II L.L.C., General Partner
By: /s/ Howard A. Lipson
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Name: Howard A. Lipson
Title: Member
BLACKSTONE OFFSHORE CAPITAL
PARTNERS II L.P.
By: Blackstone Management
Associates II L.L.C., General Partner
By: /s/ Howard A. Lipson
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Name: Howard A. Lipson
Title: Member
BLACKSTONE FAMILY INVESTMENT
PARTNERSHIP II L.P.
By: Blackstone Management
Associates II L.L.C., General Partner
By: /s/ Howard A. Lipson
-------------------------------
Name: Howard A. Lipson
Title: Member
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UCAR INTERNATIONAL INC.
By: /s/ Peter B. Mancino
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Name: Peter B. Mancino
Title: Vice President
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CHASE EQUITY ASSOCIATES, L.P.
(as to Sections 6(a) and 7-13 of this
Agreement only)
By: Chase Capital Partners
By: /s/ Brian J. Richmand
-------------------------------
Name: Brian J. Richmand
Title: General Partner
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SCHEDULE A
TO STOCK REPURCHASE AGREEMENT
Arnold, John C.
Attwell, John W.
Badoux, Alain
Bailine, Frederick G.
Barnard, P.J.
Beightol, Frederick A.
Beling, Luis Roberto
Bowman, Brian
Brewer, Kim C.
Burroughs, Walter J.
Calarco, Paul
Casiello, Gerald L.
Cate, William D.
Cereceda, A.L.
Chang, Chiag-Feng
Dell, Rodney J.
Diaz Campos, Alvaro
Dowdle, Douglas C.
Dzernejro, Albert J.
Echevarria, H.
Flowers, Roger H.
Freitas, Luis Augusto
Frisario, Nicola
Hart, Robert J.
Haworth, Joseph D.
Hewson, Robert E.
Iglesias Arria, Miguel D.
Kent, Edgar F.
Kippax, P.
Kozak, Philip E.
Krass, Robert P.
Lewis, Irwin C.
Magnani, Piero
Mancino, Peter B.
Martinez, Jose Luiz L.
McKnight, James R.
McGlanery, Joe T.
Meroni, Giuseppe
Mitchem, R.L.
Narwold, Karen G.
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Norton, Michael T.
Overcash, Herman A.
Peirotes, Guy
Pelletier, R.
Perez, Nemesio
Phipps, C.W.
Pretorius, H.L.
Ramos, Sergio de A.
Reep, David B.
Scienski, Patricia E.
Shen, Wei-Ming
Snyder, Dudley D.
Stamm, Robert C.
Tjaarda, James T.
Twigg, Geoffrey
Vautier, Georges
Wenske, James R.
Westfall, James E.
Wetula, John J.
Wiemels, William P.
Wilkinson, Terry W.
Wimer, James H.
Wise, Francis E.
Wolf, Fred C.
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SCHEDULE B
TO STOCK REPURCHASE AGREEMENT
Arnold, John C.
Bailine, Frederick G.
Beling, Luis R.
Carter, Donald A.
Casiello, Gerald L.
Cassilly, Thomas C.
Cate, William D.
Dowdle, Douglas C.
Echevarria-Estella, Honoratio
Flowers, Roger M.
Hamm, George A.
Hart, Robert J.
Krass, Robert P.
Mancino, Peter B.
Pelletier, Raymond
Ross, Robert M.
Twigg, Geoffrey
Wiemels, William P.
Wolf, Fred C.
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EXHIBIT A
April , 1997
The Bank of New York,
as Transfer Agent
101 Barclay Street, 12W
New York, New York 10286
Attn: Diana Ajjan
Re: UCAR INTERNATIONAL INC.
Ladies and Gentlemen:
Reference is made to the offering (the "Offering") of
5,800,000 shares (the "Offering Shares") of common stock of UCAR International
Inc. (the "Company"), par value $.01 per share (the "Common Stock"), made
pursuant to the Underwriting Agreement dated April , 1997 (the "Underwriting
Agreement") among the Company, Blackstone Capital Partners II Merchant Banking
Fund L.P., ("BCP"), Blackstone Offshore Capital Partners II L.P. ("BOCP"),
Blackstone Family Investment Partnership II L.P. ("BFIP" and, together with BCP
and BOCP, the "Selling Stockholders") and Credit Suisse First Boston Corporation
("CSFB") and the other Underwriters named therein and the Subscription Agreement
dated April , 1997 (the "Subscription Agreement" and, together with the
Underwriting Agreement, each, an "Agreement") among the Company, the Selling
Stockholders and Credit Suisse First Boston (Europe) Limited and the other
Managers named therein. In connection with the Offering, the Selling
Stockholders granted the Underwriters and the Managers an option to purchase a
maximum of 611,227 additional shares of Common Stock (the "Over-Allotment
Shares") solely to cover over-allotments of shares. Reference is also made to
the repurchase by the Company of 1,300,000 shares (the "Repurchase Shares") of
Common Stock from the Selling Stockholders pursuant to the Stock Repurchase
Agreement dated as of April , 1997 (the "Repurchase Agreement") among the
Company, the Selling Stockholders and Chase Equity Associates, L.P.
In connection with the sale of the Offering Shares and the
repurchase of Repurchase Shares, each Selling Stockholder has submitted to you a
certificate representing a number of shares greater than the aggregate number of
Offering Shares and Repurchase Shares to be sold by each such Selling
Stockholder (such difference, the "Excess Shares"). The number of Offering
Shares, Repurchase Shares and Excess Shares with respect to each Selling
Stockholder are set forth in the table attached as Schedule A hereto.
Of the aggregate 9,137,385 shares of Common Stock you have
received from the Selling Stockholders, you are hereby instructed with respect
to such shares as follows.
1. OFFERING SHARES. You are hereby authorized to cause
certificate(s) evidencing 5,800,000 shares of Common Stock, representing the
aggregate Offering Shares of the Selling Stockholders, to be issued,
countersigned and registered in accordance with the instructions of CSFB, on
behalf of itself and the other Underwriters and Managers. These certificate(s)
should be issued without any restrictive legend.
2. REPURCHASE SHARES. You are hereby authorized to register
in the name of the Company 1,300,000 shares of Common Stock, representing the
aggregate Repurchase Shares of the Selling Stockholders, and treat such shares
as treasury shares.
3. OVER-ALLOTMENT SHARES AND EXCESS SHARES. You are hereby
authorized to cause three certificates evidencing 1,498,728, 373,253 and 145,404
shares of Common Stock, respectively, representing the aggregate Over-Allotment
Shares and Excess Shares of each of BCP, BOCP and BFIP, to be issued,
countersigned and registered in the names of BCP, BOCP and BFIP, respectively.
These certificates should be issued with the following restrictive legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT
(THE "ACT") OF 1933 AND MAY BE TRANSFERRED PURSUANT
THERETO WHILE SUCH REGISTRATION IS EFFECTIVE. IF
SUCH REGISTRATION IS NOT EFFECTIVE, THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE
TRANSFERRED UNLESS THEY ARE SUBSEQUENTLY REGISTERED
PURSUANT TO THE ACT OR AN EXEMPTION THEREFROM IS
AVAILABLE.
Should any questions arise, please contact me immediately for
instructions.
Very truly yours,
Peter B. Mancino
General Counsel
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SCHEDULE I
TO LETTER OF INSTRUCTION
UCAR SECONDARY OFFERING
====================================================================================================================================
Over-
Blackstone Certificate Shares Offering Repurchase Interest Allotment Excess
Entity Number Currently Owned Shares(1) Shares Shares Shares Shares(2)
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BCP TUC 109 6,721,584 4,266,558 956,298 1,056,655 442,073 1,498,728
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BOCP TUC 110 1,763,684 1,119,507 250,924 257,257 115,577 373,253
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BFIP TUC 111 652,117 413,935 92,778 102,515 42,889 145,404
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TOTAL 9,137,385 5,800,000 1,300,000 1,416,427 600,958 2,017,385
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Legend on Shares 1933 Act N/A No N/A (shares 1933 Act 1933 Act 1933 Act
legend restrictive will be legend legend (if legend
legends noncertificated option not
treasury exercised)
shares)
====================================================================================================================================
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(1) Assuming over-allotment option is not exercised concurrently
with the First Closing.
(2) Consists of Retained Interest Shares and Over-Allotment Shares.
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EXHIBIT B
CERTIFICATE
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Reference is made to the Stock Repurchase Agreement (the
"Stock Repurchase Agreement"), dated April ___, 1997, among UCAR International
Inc. (the "Company"), the Blackstone Parties named therein and Chase Equity
Associates, L.P. Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to them in the Stock Repurchase Agreement.
The undersigned, Stephen A. Schwarzman, hereby certifies that
he is a founding member of Blackstone Management Associates II L.L.C., a
Delaware limited liability company ("BMA"), which is a general partner of each
of Blackstone Capital Partners II Merchant Banking Fund L.P., a Delaware limited
partnership ("BCP"), Blackstone Offshore Capital Partners II L.P., a Cayman
Islands limited partnership ("BOCP") and Blackstone Family Investment
Partnership II L.P., a Delaware limited partnership ("BFIP"). BCP, BOCP and BFIP
are collectively referred to herein as the "Partnerships."
(a) The undersigned is authorized to execute and deliver this
Certificate on behalf of each of the Partnerships by the terms of their
respective limited partnership agreements and the limited liability company
operating documents of BMA.
(b) As of the date hereof, the representations and warranties
of each of the Partnerships in the Stock Repurchase Agreement dated as of April
___, 1997 among the Partnerships, the Company and Chase Equity Associates, L.P.
(the "Stock Repurchase Agreement") that are qualified as to materiality are true
and correct, and those not so qualified are true and correct in all material
respects.
(c) The execution and delivery of the Stock Repurchase
Agreement and the performance by the Partnerships of all of their obligations
thereunder have been authorized by all necessary partnership action on the part
of each of the Partnerships and have been approved by BMA and the actions of BMA
have been authorized in accordance with the operating documents of BMA.
This Certificate may only be relied upon by the Company and
counsel to the Company.
IN WITNESS WHEREOF, the undersigned has executed this
Certificate on this ___ day of April, 1997.
----------------------------------
Stephen A. Schwarzman