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EXHIBIT 99.2
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REAFFIRMATION AND RATIFICATION AGREEMENT
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February 15, 2006
Laurus Master Fund, Ltd.
c/o Laurus Capital Management, LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the (a) Security Agreement, dated as of October 31, 2005,
as amended and restated as of the date hereof, between RG America, Inc., a
Nevada corporation (the "Company"), RG Restoration, Inc., a Texas corporation
("RG Restoration"), RG Risk Management, Inc., a Texas corporation ("Risk
Management") and RG Roofing, Inc., a Texas corporation ("RG Roofing") in favor
of Laurus Master Fund, Ltd., a Cayman Islands company ("Laurus") (as amended,
modified or supplemented from time to time, the "Security Agreement"), (b) the
Subsidiary Guaranty, dated as of October 31, 2005 made by RG Restoration, Risk
Management, RG Roofing, Restoration Group America 2003, Inc., a Texas
corporation ("RG America"), RG Insurance Services, Inc., a Texas corporation
("RG Insurance"), CTFD, Inc., a Texas corporation ("CTFD"), CTFD Marine, Inc., a
Texas corporation ("CTFD Marine"), Invvision Funding, Inc., a Texas corporation
("Invvision"), RG Florida GC, Inc., a Florida corporation ("RG Florida GC"), RG
Florida SC, Inc., a Florida corporation ("RG Florida SC"), Total Professional
Restoration, Inc., a Texas corporation ("Total Professional") and Practical
Building Solutions 2000, Inc., a Texas corporation ("Practical Building"), in
favor of Laurus (as amended, modified or supplemented from time to time, the
"Subsidiary Guaranty"), (c) the Master Security Agreement dated as of October
31, 2004 made by the Company, RG Restoration, Risk Management, RG Roofing, RG
America, RG Insurance, CTFD, CTFD Marine, Invvision, RG Florida GC, RG Florida
SC, Total Professional and Practical Building in favor of Laurus (as amended,
modified or supplemented from time to time, the "Master Security Agreement") and
(d) Stock Pledge Agreement dated as of October 31, 2005 made by the Company, RG
Restoration, Risk Management, RG Roofing, RG America, RG Insurance, CTFD, CTFD
Marine, Invvision, RG Florida GC, RG Florida SC, Total Professional and
Practical Building in favor of Laurus (as amended, modified or supplemented from
time to time, the "Stock Pledge Agreement") (the Security Agreement, the
Subsidiary Guaranty, the Master Security Agreement and the Stock Pledge
Agreement, collectively, the "Existing Security and Guaranty Agreements").
In consideration of the amendment and restatement of (i) that certain
Amended and Restated Secured Convertible Note, dated as of October 31, 2005 and
amended and restated as of the date hereof, made by the Company and certain
Subsidiaries of the Company in favor of Laurus (as amended, modified or
supplemented from time to time, the "Amended and Restated Laurus Note"), (ii)
that certain Amended and Restated Secured Non-Convertible Revolving Note, dated
as of October 31, 2005 and amended and restated as of the date hereof, made by
the Company and certain Subsidiaries of the Company in favor of Laurus (as
amended, modified or supplemented from time to time, the "Amended and Restated
Laurus Revolving Note"), (iii) the Security Agreement, as amended and restated,
(iv) the other Ancillary Agreements referred to in, and defined in, the Amended
and Restated Security Agreement to the extent amended and restated as of the
date hereof (the agreements set forth in the preceding clauses (i) through (iv),
inclusive, collectively, the "Amended and Restated Laurus Agreements"), each of
the Company, RG Restoration, Risk Management, RG Roofing, RG America, RG
Insurance, CTFD, CTFD Marine, Invvision, RG Florida GC, RG Florida SC, Total
Professional and Practical Building (collectively, the "Credit Parties") hereby:
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2. represents and warrants to Laurus that it has reviewed and approved the
terms and provisions of each of the Amended and Restated Laurus Agreements and
the documents, instruments and agreements entered into in connection therewith;
3. acknowledges, ratifies and confirms that all indebtedness incurred by,
and all other obligations and liabilities of, each of the Credit Parties under
each of the Amended and Restated Laurus Agreements are (i) "Obligations" under,
and as defined in the Security Agreement, (ii) "Obligations" under, and as
defined in the Subsidiary Guaranty, (iii) "Obligations" under, and as defined
in, the Master Security Agreement and (iv) "Obligations" under, and as defined
in, the Stock Pledge Agreement;
4. acknowledges, ratifies and confirms that each of the Amended and
Restated Laurus Agreements are (i) an "Agreement" or an "Ancillary Agreement",
as the case may be, under, and as defined in the Security Agreement and (ii)
"Documents" under, and as defined in, each of the Subsidiary Guaranty, the
Master Security Agreement and the Stock Pledge Agreement;
5. acknowledges, ratifies and confirms that all of the terms, conditions,
representations and covenants contained in the Existing Security and Guaranty
Agreements are in full force and effect and shall remain in full force and
effect after giving effect to the execution and effectiveness of each of the
Amended and Restated Laurus Agreements;
6. represents and warrants that no offsets, counterclaims or defenses
exist as of the date hereof with respect to any of the undersigned's obligations
under any Existing Security and Guaranty Agreement; and
7. acknowledges, ratifies and confirms the grant by each of the Credit
Parties to Laurus of a security interest in the assets of (including the equity
interests owned by) each of the Credit Parties, respectively, as more
specifically set forth in the Existing Security and Guaranty Agreements.
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This letter agreement shall be governed by and construed in accordance
with the laws of the State of New York.
Very truly yours,
RG AMERICA, INC.
By:
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Name:
Title:
Address:
RG RESTORATION, INC. (d/b/a The Restoration Group)
By:
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Name:
Title:
Address:
RG RISK MANAGEMENT, INC. (d/b/a The Recovery Group)
By:
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Name:
Title:
Address:
RG ROOFING, INC. (d/b/a The Roofing Group)
By:
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Name:
Title:
Address:
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RESTORATION GROUP AMERICA 2003, INC.
By:
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Name:
Title:
Address:
RG INSURANCE SERVICES, INC.
By:
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Name:
Title:
Address:
CTFD, INC.
By:
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Name:
Title:
Address:
CTFD MARINE, INC.
By:
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Name:
Title:
Address:
INVVISION FUNDING, INC. (d/b/a RG Financial Services)
By:
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Name:
Title:
Address:
RG FLORIDA GC, INC.
By: ____________________
Name:
Title:
Address:
RG FLORIDA SC, INC.
By: ____________________
Name:
Title:
Address:
TOTAL PROFESSIONAL RESTORATION, INC.
By:
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Name:
Title:
Address:
PRACTICAL BUILDING SOLUTIONS 2000, INC.
By:
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Name:
Title:
Address:
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Acknowledged and Agreed to by:
LAURUS MASTER FUND, LTD.
By:
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Name:
Title:
