EXHIBIT III
SQUAM LAKE INVESTORS V, L.P.
WABAN INVESTORS I, L.P.
SUNAPEE SECURITIES, INC.
JOINDER AGREEMENT
September 19, 2002
Xxxx Strategic Partners II, X.X.
Xxxx Strategic Partners II GmbH & Co. KG
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
PRG - Xxxxxxx International, Inc.
0000 Xxxxx Xxxxx Xxxxxxx
Xxxxx 000 Xxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Ladies and Gentlemen:
1. Reference is hereby made to (i) the Assignment and Assumption
Agreement, dated as of September 19, 2002, by and among Xxxx Strategic
Partners II, L.P., a Delaware limited partnership and Xxxx Strategic
Partners II GmbH & Co. KG, a German limited partnership (collectively "Xxxx"),
Squam Lake Investors V, L.P., a Delaware limited partnership, Waban
Investors I, L.P., a Delaware limited partnership, and Sunapee
Securities, Inc., a Massachusetts corporation (each an "Investor" and
collectively, the "Investors") and (ii) the Registration Rights Agreement,
dated as of August 27, 2002, by and among Xxxx Strategic Partners II, L.P.
and its affiliates that are signatories thereto and PRG-Xxxxxxx
International, Inc. a Georgia corporation ("PRG" or the "Company") (the
"Registration Rights Agreement"). Capitalized terms used but not defined
herein shall have the meaning ascribed to such term in the Registration
Rights Agreement.
2. In connection with the purchase by the Investors of an aggregate
of 28,670 shares of common stock of PRG held by Xxxx (the "Shares"),
and in accordance with Section 9.2 of the Registration Rights Agreement,
each Investor, intending to be legally bound, hereby (a) agrees to be joined
as a party to the Registration Rights Agreement as if it were an original party
thereto, and (b) acknowledges and agrees that the Shares and such Investor
shall be subject to and bound by the Registration Rights Agreement to the
same extent as the Holder (as such term is defined in the Registration Rights
Agreement), provided that, and notwithstanding anything in the Registration
Rights Agreement to the contrary;
(i) the Shares shall be deemed Xxxx Designated Shares for all
purposes under the Registration Rights Agreement;
(ii) Subject to the limitations contained in the fourth and
fifth sentences of Article 1(a) of the Registration Rights Agreement, only
the Shares and any other securities of PRG issued as (or issuable upon the
conversion or exercise of any warrant, right or other security which is
issued as) a dividend or other distribution with respect to, or in exchange
for, or in replacement of, the Shares or resulting from a subdivision of the
outstanding shares of Registrable Securities into a greater number of shares
(by reclassification, stock split or otherwise) will be considered
Registrable Securities and the Investors shall have no rights under the
Registration Rights Agreement with respect to any other PRG common shares or
other securities currently owned or hereafter acquired by the Investors;
(iii) the Investors shall not be permitted to initiate a
request for any Demand Registration or Stockholder Registration pursuant to
Article 1(a) or Article 1(c) without the prior written consent of Holders
representing a majority of the Registrable Securities then outstanding;
(iv) the right to include Registrable Securities in any
registration statement pursuant to Article 1(c) and Article II of the
Registration Rights Agreement as between the Investors and all other
Holders shall be on a pro rata basis based on the total number of
Registrable Securities to be included thereunder; and
(v) the Investors shall not have any right of assignment to a
non-affiliate under subsection (ii) of Article VII of the Registration Rights
Agreement or pursuant to the Investor Purchase Agreement under
subsection (iii) of Article VII of the Registration Rights Agreement.
3. Other than in connection with transfers (a) to or among
the Investors and any of their controlled affiliates who agree to be bound
by this Agreement, (b) that have been consented to in writing by the
Company in advance, (c) pursuant to a third party tender offer that is
recommended by the Board of Directors of the Company, or (d) pursuant
to a merger, consolidation or reorganization to which the Company is a party,
the Investors agree that they will not at any time prior to January 24, 2004,
sell, gift, transfer or otherwise dispose of, or enter into any collar, swap,
prepaid forward, or other hedging transaction that would reduce the risk
of ownership of (i) the Shares or (ii) any other securities of the Company
issued as (or issuable upon the conversion or exercise of any warrant,
right or other security which is issued as) a dividend or other distribution
with respect to, or in exchange for, or in replacement of, the Shares or
resulting from a subdivision of the Shares into a greater number of shares
(by reclassification, stock split or otherwise).
4. This Agreement supersedes all prior discussions and
agreements among the parties hereto with respect to the subject matter hereof
and contains the sole and entire agreement among the parties hereto with
respect to the subject matter hereof.
5. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to a contract
executed and performed in such State, without giving effect to the conflicts
of laws principles thereof.
Very truly yours,
SQUAM LAKE INVESTORS V, L.P.
By: GPI, Inc., its managing general partner
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
WABAN INVESTORS I, L.P.
By: BG Investments, Inc.,
its managing general partner
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: President
SUNAPEE SECURITIES, INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
The foregoing is accepted
and agreed as of this 19th day of September, 2002
XXXX STRATEGIC PARTNERS II, L.P.
By: XXXX STRATEGIC XX XX, L.L.C.,
Its General Partner
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Member
PRG-XXXXXXX INTERNATIONAL, INC.
By: /s/ Xxxxxxx XxXxxxxx, Xx.
Name: Xxxxxxx XxXxxxxx, Xx.
Title: Senior Vice President,
General Counsel and Secretary
