Harbinger Group Inc.
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SEC Filings

SC 13D/A
GLAZER MALCOLM I filed this Form SC 13D/A on 10/26/1994
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                                   EXHIBIT 14
                                   ----------

                         SECURITIES PURCHASE AGREEMENT
                         -----------------------------


         SECURITIES PURCHASE AGREEMENT, dated October 12, 1994 (this
"Agreement"), by and between the entities listed on  Schedule I attached hereto
(collectively, the "Sellers"), and THE MALCOLM GLAZER TRUST established U/A
dated as of March 23, 1990 (the "Purchaser").

                             W I T N E S S E T H :
                             - - - - - - - - - - 

         WHEREAS, the Sellers are the owners of 1,100,299 shares ("Envirodyne
Shares") of the issued and outstanding common stock, par value $.01 per share,
of Envirodyne Industries, Inc., a Delaware corporation ("Company"); and

         WHEREAS, the Sellers desire to sell, assign, and transfer to the
Purchaser, and the Purchaser desires to purchase from the Sellers, the
Envirodyne Shares and all rights and interests related thereto and/or arising
therefrom, all upon the terms and conditions set forth herein.

                             P R O V I S I O N S :
                             - - - - - - - - - - 


         NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the Sellers and the Purchaser agree as follows:

         SECTION 1.  Definitions.  The following capitalized terms shall have
the following meanings:

         (a)     "Distributions" shall mean all dividends or other
distributions (whether in cash, property, securities, rights or otherwise) of
record or paid with respect to the Envirodyne Shares
 after the date hereof and
prior to the Closing (as hereinafter defined in Section 3(b)).

         (b)     "Escrow Account" shall mean the escrow and depository account
established by the Sellers, the Purchaser and the Escrow Agent pursuant to the
Escrow Agreement.

         (c)     "Escrow Agent" shall mean Wertheim Schroder & Co.
Incorporated, a Delaware corporation.

         (d)     "Escrow Agreement" shall mean the Escrow Agreement, of even
date herewith, by and among the Sellers, the Purchaser and the Escrow Agent,
substantially in the form of Exhibit A annexed hereto.





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         (e)     "HSR Act" shall mean the Hart-Scott-Rodino Antitrust
Improvements Act of 1976.

         SECTION 2.  Purchase and Sale of Envirodyne Shares.  Subject to the
terms and conditions herein, the Sellers hereby agree to sell, assign and
transfer to the Purchaser, and the Purchaser hereby agrees to purchase, acquire
and accept from the Sellers the Envirodyne Shares, free from all security
interests, liens, charges or encumbrances of any kind (collectively, "Liens").
The Sellers shall immediately deliver to the Escrow Agent upon receipt thereof
all Distributions together with such instruments with appropriate endorsements
as may be necessary, if any, to transfer title to the Distributions to
Purchaser.  Upon the Closing of the transactions contemplated hereunder, the
Purchaser shall be entitled to receive and shall receive all Distributions free
from all Liens.  The sale, assignment and transfer of the Envirodyne Shares
pursuant to this Agreement is made without recourse, representation or warranty
of any kind by the Sellers or Purchaser, express or implied, except as
expressly set forth in this Agreement.

         SECTION 3.  Purchase Price; Closing Date.
                     ----------------------------

         (a) The purchase price (the "Purchase Price") to be paid by the
Purchaser to the Sellers for the Envirodyne Shares shall be $5.1875 per share
or Five Million Seven Hundred Seven Thousand Eight Hundred One and 06/100
Dollars ($5,707,801.06) in the aggregate together with an amount equal to 8%
per annum on such aggregate amount from the date hereof to the Closing Date
(hereinafter defined in Section 3(b)).  In the event that between the date
hereof and the Closing Date a stock split, stock dividend, reclassification or
other similar event or transaction occurs which affects the number of
outstanding shares of the Company's common stock, then the number of Envirodyne
Shares and the per share Purchase Price shall be proportionately adjusted
without in any way increasing the total Purchase Price set forth above.

         (b)     Unless this Agreement is earlier terminated in accordance with
the terms hereof, the closing of the transactions contemplated by this
Agreement (the "Closing") shall occur at the offices of Dechert Price & Rhoads,
477 Madison Avenue, New York, New York 10022 at 10:00 a.m. on the fifth
business day following the first date on which all conditions set forth in
Sections 6 and 7 have been satisfied (or waived as permitted under each such
Section) or such later date as Sellers and Purchaser may agree in writing (the
"Closing Date").  If the Closing Date falls on a legal holiday, the actual
Closing Date shall be the next business day.  The Purchaser and the Sellers
shall execute and deliver to the Escrow Agent the written certificate referred
to in Section 2(a) of the Escrow Agreement upon all conditions precedent herein
being satisfied.





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         (c)      Seller shall pay all transfer taxes, stamp taxes, or other
taxes, if any, arising out of the purchase and sale of the Envirodyne Shares
and payment of the Purchase Price therefor.  Each party agrees to execute and
deliver such further documents and instruments as may be necessary from time to
time after the Closing to effectuate the transactions contemplated hereunder.

         SECTION 4.  Payment of Purchase Price.
                     -------------------------

         (a)     Subject to Sections 4(b), 6 and 11, on the Closing Date, in
payment for  delivery of the Envirodyne Shares, Purchaser shall deliver to the
Sellers the Purchase Price by wire transfer of immediately available funds to a
single bank account previously designated to the Purchaser by Sellers for the
benefit of all Sellers.  Purchaser shall have no responsibility to ensure that
the proper amount of the aggregate Purchase Price is received by each specific
Seller for its Envirodyne Shares.

         (b)     (i) If Purchaser shall fail to perform its obligation under
                 Section 4(a) by or before 5:00 p.m. (est) on the Closing Date
                 for any reason other than a material breach by Sellers of this
                 Agreement, then, subject to Section 4(b)(ii), Sellers may
                 deliver to the Escrow Agent the certificate referred to in
                 Paragraph 2(b) of the Escrow Agreement and either (A) request
                 the Escrow Agent to return the Envirodyne Shares and
                 Distributions to them and the Zapata Shares (hereinafter
                 defined in Section 5 (c)) and the fee to be paid Libra
                 Investments, Inc. ("Libra") to the Purchaser and terminate
                 this Agreement by giving notice to the Purchaser and the
                 Escrow Agent thereof, or (B) request the Escrow Agent to sell
                 in one or more unsolicited agency transactions  on the New
                 York Stock Exchange or in private transactions a sufficient
                 number of the Zapata Shares prior to the close of trading on
                 the 30th day after the Escrow Agent receives such certificate
                 (subject to restrictions on offers and sales during
                 "black-out" periods referred to in the SLA (hereinafter
                 defined in Section 9(k)), which, if such period exists during
                 any such 30 day period, will result in extending the 30 day
                 period on a day-for-day basis) so that the net proceeds
                 thereof will equal the unpaid Purchase Price (including
                 interest to the settlement date of such sales).
                 Notwithstanding the foregoing, the Purchaser may pay the
                 Purchase Price or any portion thereof at any time after the
                 Closing by the method provided for in Section 4(a) above.

                 (ii)     Prior to making any request of the Escrow Agent as
                 set forth in Section 4(b)(i)(B) above, Sellers shall give
                 Purchaser five days advance, written notice of their election
                 to deliver such a certificate and





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                 exercise such rights.  If Purchaser pays the Purchase
                 Price by wire transfer of immediately available funds to a bank
                 account previously designated by Sellers on or prior to the
                 fifth business day after receipt of such notice by Purchaser,
                 then Sellers shall not be entitled to exercise any rights under
                 Section 4(b)(i)(B).

                 (iii)  Purchaser agrees that (A) the Escrow Agent is
                 authorized to conduct a sale of Zapata Shares as contemplated
                 under Section 4(b)(i)(B) to satisfy Purchaser's obligation to
                 Sellers, (B) such sales will be for the account of Purchaser
                 and are not being made by Sellers who will have no
                 responsibility with respect thereto, (C) Purchaser will remain
                 liable to Sellers in the event that the proceeds from such
                 sales are insufficient to pay the Purchase Price (including
                 interest) in full, (D) if for any reason Purchaser has failed
                 and/or is unable to take any and all actions required of it
                 under the SLA to enable the Escrow Agent to sell such Zapata
                 Shares and no Zapata Shares have been sold, it will promptly
                 notify Sellers and Sellers may elect to exercise their rights
                 under Section 4(b)(i) or may require Purchaser to do so
                 forthwith, and (E) until the earlier to occur of the payment
                 in full of the Purchase Price in immediately available funds
                 or the termination of this Agreement, the Escrow Agent will
                 continue to hold in escrow the certificate or certificates
                 representing the Envirodyne Shares and the Zapata Shares (less
                 certificates representing Zapata Shares sold in accordance
                 with Section 4(b)(i)(B) hereof).

         SECTION 5.  Escrow.  Simultaneously with the execution and delivery
hereof, the following actions shall be taken by the indicated parties:

         (a)     The Purchaser, the Sellers and the Escrow Agent shall execute 
an Escrow Deposit Agreement.

         (b)     The Sellers shall cause the Envirodyne Shares, which are held
in uncertificated form and identified on the books of Cede & Co. as being
registered to the Sellers, to be registered in the name of the Escrow Agent and
will provide such instructions to Cede & Co. as may be required to effectively
transfer the Envirodyne Shares to the Purchaser without any further action by
the Sellers.

         (c)     The Purchaser shall deliver to the Escrow Agent, for deposit 
into the Escrow Account, the stock certificate or certificates representing
2,500,000 shares of the common stock, par value $0.25 per share, of Zapata
Corporation ("Zapata"), a





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Delaware corporation, ("Zapata Shares") together with an undated stock power
executed by the Purchaser covering such securities.

         SECTION 6.  Conditions to Closing Obligation of Purchaser.  The
Purchaser's obligation to close the transactions contemplated hereby shall be
subject to the fulfillment at or prior to the Closing of the following
conditions, unless Purchaser shall have waived in writing any such condition:

         (a)     The representations and warranties of the Sellers made herein
shall be true and correct in all material respects on the date hereof and on
the Closing Date to the same effect and extent as if such representations and
warranties were made on the Closing Date.

         (b)     The Sellers shall have performed all terms and conditions of
this Agreement required by them to be performed on or prior to the Closing
Date, including the delivery of all documents required to be delivered and all
materials required to be filed hereunder, on or prior to the Closing Date.

         (c)     There shall not be in effect a preliminary or permanent
injunction or other order by any federal or state court or a ruling by a
governmental agency which prohibits the consummation of the transactions
hereunder.

         (d)     The so-called "waiting period" under the HSR Act shall have
terminated (i) on or before forty-five (45) days after the date hereof, or (ii)
as a result of early termination.

         SECTION 7.  Conditions to Closing Obligation of Sellers.  The Sellers'
obligations to close the transactions contemplated hereby shall be subject to
the fulfillment at or prior to the Closing of the following conditions, unless
the Sellers shall have waived any such condition in writing:

         (a)     The representations and warranties of the Purchaser made
herein shall be true and correct in all material respects on the date hereof
and on the Closing Date to the same effect and extent as if such
representations and warranties were made on the Closing Date.

         (b)     The Purchaser shall have performed all terms and conditions of
this Agreement required by it to be performed by him on or prior to the Closing
Date, including the delivery of all documents required to be delivered and all
materials required to be filed hereunder, on or prior to the Closing Date.

         (c)     There shall not be in effect a preliminary or permanent
injunction or other order by any federal or state court or a ruling by a
governmental agency which prohibits the consummation of the transactions
hereunder.





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         (d)     The so-called "waiting period" under the HSR Act shall have
terminated (i) on or before forty-five (45) days after the date hereof, or (ii)
as a result of early termination.

         SECTION 8.  Sellers' Representations and Warranties.  The Sellers
hereby represent, warrant and acknowledge to the Purchaser that:

         (a)     The Envirodyne Shares were issued to them by the Company
pursuant to a certain First Amended Joint Plan of Reorganization as Twice
Modified ("Plan") confirmed by the United States District Court for the
Northern District of Illinois on December 28, 1993 in exchange for certain
indebtedness ("Indebtedness") held by them and issued by the Company's
predecessor-in- interest.

         (b)     They have, and until the Closing they shall have, good right,
title and interest in and to the Envirodyne Shares, free and clear of any
liens, encumbrances, set-offs or counterclaims of any kind and the Envirodyne
Shares are held in uncertificated form and identified on the books of Cede &
Co. as being registered to the Sellers and are not subject to any instructions
restricting their transfer.

         (c)     No relationship existed between the Company (or its
predecessors) and the Sellers or any of their affiliates or associates (as
defined in Securities and Exchange Commission Rule 12b-2) that would be
relevant in determining whether any Seller was an "underwriter" for purposes of
Section 1145(b)(1) of the Bankruptcy Code at the time the Envirodyne Shares
were issued to the Sellers.

         (d)      At the time they acquired the Indebtedness, they did so
without the view to the resale, distribution or other disposition thereof or
the shares to be received therefor.

         (e)     Except as provided in this Agreement, they have not made, and
during the term hereof they shall not make, any written or oral agreement or
understanding with respect to the disposition of any of the Envirodyne Shares
being purchased by Purchaser under this Agreement or with respect to any other
rights pertaining to the Envirodyne Shares.

         (f)     They have not entered into or made any agreements,
arrangements or understandings with any broker, finder or other person, firm or
corporation performing brokerage, finder or similar services for its account.

         (g)     They are not registered brokers, dealers, banks or other
lenders for purposes of Regulations T, U or G of the Federal Reserve Board and
the transactions contemplated herein are not governed by such regulations.





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         (h)     They have the full power and authority, and have taken all
actions necessary, to execute and deliver this Agreement and the Escrow
Agreement and to fulfill their obligations under, and to consummate the
transactions contemplated by, this Agreement and the Escrow Agreement.

         (i) The Sellers have duly executed and delivered each of the Agreement
and the Escrow Agreement and such agreements constitute their legal, valid and
binding obligations, enforceable in accordance with their terms.

         (j)     No approval of any federal, state, local or other governmental
authority, administrative agency or court is necessary to authorize the
execution of this Agreement by the Sellers, or except as required by the HSR
Act, with respect to the consummation of any of the transactions contemplated
hereby.

         (k)     The sale of the Envirodyne Shares to the Purchaser hereunder
does not require registration under the Securities Act of 1933 (the "Act").

         (l)     Neither the execution or delivery of, nor the consummation of
the transactions contemplated by this Agreement nor the Escrow Agreement does
or will violate any provision of law or any judicial or governmental decree,
order or judgment or conflict with or result in the breach of, or constitute a
default under, any applicable present or pending law or the certificate of
Incorporation or By-Laws (or any similar governing documents) of any the
Sellers or any agreement or instrument binding on or affecting any of the
Sellers or their respective property, except where any of the foregoing would
not materially impair the ability of any of the Sellers to perform their
obligations under this Agreement and the Escrow Agreement, or result in the
creation or imposition of any mortgage, lien, pledge, charge, security
interest, encumbrance, equity or restriction of any nature whatsoever in favor
of any third party upon the Envirodyne Shares, other than those (if any)
created by or on behalf of the Purchaser.

         (m)     There is no action, proceeding or investigation pending or
threatened which questions the validity, seeks to enjoin, or will result in
damages against the parties hereto as the result of this Agreement or the
transactions contemplated hereby.

         (n)     David A. Ericson and Jouko Tamminen each have individually the
full power and authority to take any and all actions on behalf of each of the
Sellers, and to conclusively bind the Sellers to any agreement (including this
Agreement and the Escrow Agreement) and the Purchaser is entitled to rely on
any and all actions taken by David A. Ericson or Jouko Tamminen on behalf of
each Seller without any further confirmation or action on the part of the
Purchaser and until written notice to





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<PAGE>   8
the contrary is received by the Purchaser from the Sellers.

         SECTION 9.  Representations of the Purchaser.  The Purchaser hereby
represents, warrants and acknowledges to Sellers that:

         (a)     Based on the Sellers' representation and warranty in Section
8(a) above, it understands that the Envirodyne Shares were issued to the
Sellers pursuant to the Plan.

         (b)     It is an  "accredited investor" (as defined in Rules
501(a)(1), (2), (3) or (7) under the Act) and has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and
risks of the purchase of the Envirodyne Shares and is able to bear the economic
risk of its investments.

         (c)     It is a sophisticated purchaser with respect to the Company
and the Envirodyne Shares and has adequate information concerning the business
and financial condition of the Company to make an informed decision regarding
the purchase of the Envirodyne Shares.  The Purchaser has independently, based
on such information as Purchaser has deemed appropriate in its independent
judgment, made its own analysis and decision to enter into this Agreement.

         (d)     It understands that the Envirodyne Shares are being sold to it
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Act and is purchasing the Envirodyne Shares
for its own account and, is not purchasing the Envirodyne Shares with a view to
the resale, distribution or other disposition thereof.

         (e)     It was not offered or sold the Envirodyne Shares by any form
of general solicitation or general advertising.

         (f)     It has not entered into or made any agreements, arrangements
or understandings with any broker, finder or other person, firm or corporation
performing brokerage, finder or similar services for its account, other than an
agreement to pay a fee to Libra at the rate of $0.1250 per share conveyed by
Sellers to Purchaser pursuant to the terms hereof (for which the Purchaser
shall be solely responsible), subject to adjustment if an event occurs which
requires an adjustment under Section 3(a) hereof to the number of Envirodyne
Shares.

         (g)  It understands that Sellers have made no representation or
warranty of any kind in connection with, and shall have no responsibility with
respect to, the solvency, financial statements or condition of the Company.





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         (h)     It has the full power and authority, and has taken all action
necessary, to execute and deliver this Agreement and the Escrow Agreement and
to fulfill its obligations under, and to consummate the transactions
contemplated by, this Agreement and the Escrow Agreement.

         (i) It has duly executed and delivered this Agreement and the Escrow
Agreement and such agreements constitute its legal, valid and binding
obligations, enforceable in accordance with their terms.

         (j)     It has good right, title and interest in and to the Zapata
Shares, free and clear of any liens, encumbrances, set- offs or counterclaims
of any kind (except for restrictions or offers and sales during the black-out
period referred to in the SLA).

         (k)     The Zapata Shares are registered under an effective shelf
registration statement filed by Zapata Corporation with the Securities and
Exchange Commission pursuant to a certain Securities Liquidity Agreement dated
as of December 19, 1990 ("SLA") among Zapata and certain Zapata stockholders
(including the Purchaser) and such shares are freely saleable thereunder,
subject to the terms of the SLA.

         SECTION 10.      HSR Filing.
                          ----------

         (a)     The Purchaser agrees that it (or its ultimate parent as
determined under the HSR Act) (i) shall within five days after the date hereof
file with the Federal Trade Commission and the Department of Justice the
notification and report form required for the consummation of the transactions
contemplated by this Agreement, (ii) shall substantially comply in a prompt
manner with any request for additional materials or information made by
governmental officials in connection therewith pursuant to the HSR Act, and
(iii) shall use reasonable efforts to obtain early termination of the waiting
period under the HSR Act.

         (b)     The Purchaser shall promptly notify the Sellers upon the
expiration or earlier termination of the waiting period under the HSR Act.

         SECTION 11.      Termination.
                          -----------

         (a)     Notwithstanding anything herein or elsewhere to the contrary,
this Agreement may be terminated at any time before Closing as follows: (i) by
mutual written consent of the Purchaser and the Sellers; (ii) by written notice
from one party to the other if the HSR waiting period has not expired within
forty-five (45) days after the date hereof; or (iii) by the Sellers in
accordance with Section 4(b)(i)(A) hereof; or (iv) by written notice from one
party to the other if the Closing has not





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<PAGE>   10
occurred on or before the ninetieth (90th) day after the date hereof.

         (b)     If this Agreement is terminated pursuant to Section 11(a)(i),
the Purchaser and the Sellers shall execute and deliver to the Escrow Agent the
certificate referred to in Section 2(c) of the Escrow Agreement advising the
Escrow Agent of the termination of this Agreement.  If this Agreement is
terminated as provided in Section 11(a)(ii), (iii) or (iv), then the party
terminating the Agreement shall execute and deliver to the Escrow Agent, the
certificate referred to in Section 2(c) of the Escrow Agreement and deliver a
copy thereof to the other party.  Upon termination of this Agreement pursuant
to Section 11(a), this Agreement shall forthwith become void and there shall be
no liability or obligation on the part of any party, provided, however, if
Sellers have received the proceeds from the sale of any Zapata Shares prior to
or after such termination, they shall promptly deliver the same to Purchaser.

         SECTION 12.  Voting Rights of Envirodyne Shares .  Prior to the
termination or expiration of the applicable waiting period under the HSR Act,
the Purchaser and the Sellers specifically acknowledge that the Purchaser shall
have no rights as a stockholder in the Company with respect to the Envirodyne
Shares by virtue of this Agreement or otherwise, and that all such rights shall
remain vested in the Sellers.  Subject to and effective upon, the termination
or expiration of the applicable waiting period under the HSR Act, the Sellers
hereby appoint the Purchaser with full power of substitution as their true and
lawful proxy to vote the Envirodyne Shares at any meeting, general or special,
of the stockholders of the Company in its sole discretion, and hereby appoint
the Purchaser with full power of substitution as their true and lawful
attorney-in-fact to execute one or more consents or other instruments and to
take any and all actions which the Sellers could execute or take in their
capacity as a stockholder of the Company.  The foregoing proxy and power of
attorney is coupled with an interest.

         SECTION 13.  Governing Law.  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 law.

         SECTION 14.  Counterparts and Facsimile Signatures.  This Agreement
may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.  This Agreement may be executed by facsimile
signature transmitted to any other party by electronic transmission.  The
parties shall be bound by a facsimile signature once transmitted to another





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<PAGE>   11
party.  The later transmission of an originally executed copy of any such
document shall not invalidate any signature previously given by electronic
transmission.

         SECTION 15.  No Third Party Beneficiaries; Assignability; Successors.
Only the parties hereto shall have any rights under or be entitled to enforce
this Agreement.  Neither this Agreement, the Escrow Agreement nor any of the
parties' rights hereunder or thereunder shall be assignable by either party
without the prior written consent of the other party.    Any attempted
assignment in contravention of the terms of this Section 15 shall be void and
shall have no effect.  All provisions hereof shall inure to the benefit of and
be binding upon the parties hereto and their permitted successors and assigns.

         SECTION 16.      Entire Agreement.  This Agreement and the Escrow
Agreement contain the complete statement of all the agreements between the
parties hereto with respect to the subject matter hereof and thereof, and all
prior agreements between the parties hereto respecting the subject matter
hereof, whether written or oral, are merged herein and shall be of no further
force or effect.  There are no other agreements, arrangements or
understandings, oral or written, between the parties hereto relating to the
subject matter hereof except for the Escrow Agreement.

         SECTION 17.  Notices.  Any notice, demand, request, consent, approval,
declaration, delivery or other communication made pursuant to the provisions of
this Agreement shall be sufficiently given or made if in writing and either
delivered (a) in person (including a courier, messenger or overnight delivery
service) with receipt acknowledged, or (b) by registered mail, return receipt
requested, postage prepaid, addressed as follows:

                                  If to the Purchaser:

                                           The Malcolm Glazer Trust
                                           c/o Mr. Malcolm I. Glazer
                                           1482 South Ocean Boulevard
                                           Palm Beach, Florida  33480

                                  With copies to:

                                           Mr. Avram Glazer
                                           18 Stoney Clover Lane
                                           Pittsford, New York 14534

                                           and





                              PAGE 18 OF 35 PAGES

<PAGE>   12

                                           Woods, Oviatt, Gilman, Sturman
                                             & Clarke
                                           44 Exchange Street
                                           Rochester, New York  14614
                                           Attention: Gordon E. Forth, Esq.


                                  If to Sellers:

                                           c/o Morgens, Waterfall, Vintiadis
                                            & Company, Inc.
                                           10 East 50th Street, 26th Floor
                                           New York, New York 10022
                                           Attention: David A. Ericson

                                  With a copy to:

                                           Dechert Price & Rhoads
                                           477 Madison Avenue
                                           New York, New York 10022
                                           Attention: Fredric J. Klink, Esq.

or at such other address as may be substituted by notice given as herein
provided.  Any party may by notice given pursuant to this Section 17 change the
address to which notices or other communications to it are to be delivered or
mailed thereafter.

         SECTION 18.  Liability of Morgens, Waterfall, et al.  Each Seller has
designated Morgens, Waterfall, Vintiadis & Company, Inc. ("MWVCI") as their
agent for the sole purpose of receiving communications from, and sending
communications to, Purchaser in connection with this Agreement and the Escrow
Agreement.  The Purchaser may rely on any oral or written communication made by
MWVCI as being a communication from each of the Sellers until written notice to
the contrary is received from a Seller.  Neither MWVCI, nor any of its
officers, directors, employees, agents or controlling persons, shall have any
liabilities under or in connection with this Agreement by reason of the
foregoing.

         SECTION 19.  Choice of Forum.  Each of the parties hereto irrevocably
submits to the exclusive jurisdiction of the courts of the State of New York
situate in New York County and of the United States District Court for the
Southern District of New York for purposes of any suit, action or other
proceeding arising out of or relating to this Agreement and hereby waives and
agrees not to assert by way of motion, as a defense or otherwise, any claim
that such party is not subject to the jurisdiction of the above named courts,
that the suit, action or proceeding is brought in an inconvenient forum, that
the venue of the suit, action or proceeding is improper or that this Agreement
may not be enforced in or by such courts.  Service of process may be made in
the manner provided for the giving of notices in Section 17





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<PAGE>   13
hereof.

         SECTION 20.  Amendments.  This Agreement may only be modified or
amended  with the written consent of Sellers and Purchaser.

         SECTION 21.  Expenses.  Except as provided in the Escrow Agreement,
each party will pay all costs and expenses (including without limitation
attorneys' and accountants' fees and expenses) incurred by them in connection
with negotiations, preparation of, and closing of this Agreement as well as
performance and compliance with all agreements and conditions contained herein.

         SECTION 22.  Interpretation.  Each of the parties to this Agreement
hereby acknowledge that they participated in the drafting of this Agreement and
the Escrow Agreement, and the interpretation of any ambiguity contained herein
or therein will not be affected by the claim that a particular party drafted
any specific provision.

         SECTION 23.  Survival.  The representations, warranties and/or
covenants in Section 3(c), 8, 9 and 11(b) shall survive the Closing.

         SECTION 24.  Several Liability.  The Purchaser acknowledges and agrees
that the liability of the Sellers hereunder is several and not joint.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered as of the date first above written.


                                            SELLERS:

                                            RESTART PARTNERS, L.P.

                                    By:     Prime, Inc., as general partner of
                                            the general partner

                                    By:     S//DAVID A. ERICSON                
                                            -----------------------------------
                                            Name: David A. Ericson
                                            Title: Authorized Agent


                                            RESTART PARTNERS II, L.P.

                                    By:     Prime, Inc., as general partner of
                                            the general partner

                                    By:     S//DAVID A. ERICSON                
                                            -----------------------------------
                                            Name:  David A. Ericson
                                            Title: Authorized Agent






                              PAGE 20 OF 35 PAGES

<PAGE>   14
                                            RESTART PARTNERS III, L.P.

                                    By:     Prime, Inc., as general partner of
                                            the general partner

                                    By:     S//DAVID A. ERICSON                
                                            -----------------------------------
                                            Name:  David A. Ericson
                                            Title: Authorized Agent


                                            RESTART PARTNERS IV, L.P.


                                    By:     Prime, Inc., as general partner of
                                            the general partner

                                    By:     S//DAVID A. ERICSON                
                                            -----------------------------------
                                            Name:  David A. Ericson
                                            Title: Authorized Agent

                                            THE COMMON FUND FOR NON-PROFIT
                                              ORGANIZATIONS

                                    By:     Morgens, Waterfall, Vintiadis &
                                            Company, Inc., as investment
                                            manager

                                    By:     S//DAVID A. ERICSON                
                                            -----------------------------------
                                            Name:  David A. Ericson
                                            Title: Authorized Agent


                                            MORGENS, WATERFALL INCOME PARTNERS


                                    By:     S//DAVID A. ERICSON                
                                            -----------------------------------
                                            Name:  David A. Ericson
                                            Title: Authorized Agent


                                            MORGENS, WATERFALL, VINTIADIS
                                              & COMPANY EMPLOYEES PROFIT SHARING
                                              PLAN

                                    By:     S//DAVID A. ERICSON                 
                                            ------------------------------------
                                            Name: David A. Ericson
                                            Title: Authorized Agent





                              PAGE 21 OF 35 PAGES

<PAGE>   15
                                            PURCHASER:

                                            THE MALCOLM GLAZER TRUST


                                    By:     S//MALCOLM I. GLAZER               
                                            -----------------------------------
                                            Name:  Malcolm I. Glazer
                                            Title: Trustee





                              PAGE 22 OF 35 PAGES

<PAGE>   16
                                   SCHEDULE I
                                       to
                         Securities Purchase Agreement
                         -----------------------------



<TABLE>
<CAPTION>
Schedule of Beneficial Owners                      Number of Shares Owned
- -----------------------------                      ----------------------
<S>                                                   <C>          
Restart Partners, L.P.                                      254,958

Restart Partners II, L.P.                                   348,763

Restart Partners III, L.P.                                  243,394

Restart Partners IV, L.P.                                   115,316

The Common Fund for Non-Profit
 Organizations                                               87,123

Morgens, Waterfall Income Partners                           35,745

Morgens, Waterfall, Vintiadis &
 Company Employees Profit Sharing
 Plan                                                        15,000
                                                             ======

                 TOTAL                                    1,100,299
</TABLE>






                              PAGE 23 OF 35 PAGES

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